0001628280-23-020865 | 10-Q | XBRL Viewer

Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 30, 2022	Jan. 28, 2023	Mar. 14, 2022
Subsequent Event [Line Items]
Stock repurchase program, number of shares authorized to be repurchased			2,000,000
Repurchase of common stock	$ 8,177	$ 10,900
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

Earnings Per Share

3 Months Ended

Apr. 29, 2023

Earnings Per Share [Abstract]

Earnings Per Share

Earnings per share is computed under the provisions of ASC 260, Earnings Per Share. Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock (i.e., in-the-money outstanding stock options as well as RSAs) outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by us to purchase shares of common stock at the average market price during the period.

The components of basic and diluted (loss) earnings per share were as follows (in thousands, except per share amounts):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Net (loss) income	$	(11,968)	$	813
Weighted average basic shares outstanding	29,798		30,762
Dilutive effect of in-the-money stock options and RSAs	—		284
Weighted average shares for diluted earnings per share	29,798		31,046
Basic (loss) earnings per share of Class A and Class B common stock	$	(0.40)	$	0.03
Diluted (loss) earnings per share of Class A and Class B common stock	$	(0.40)	$	0.03

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

Thirteen Weeks Ended

April 29,
2023

April 30,
2022

Stock options

—

1,445

Summary of Significant Accounting Policies

3 Months Ended

Apr. 29, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Information regarding our significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, of the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023.

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 Consolidated Statements of Operations.

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


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Retail stores	$	97,819	$	117,482
E-commerce	25,818		28,293
Total net sales	$	123,637	$	145,775

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


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Mens	35	%	35	%
Womens	29	%	29	%
Accessories	14	%	15	%
Footwear	14	%	12	%
Girls	4	%	4	%
Boys	3	%	4	%
Outdoor	1	%	1	%
Total net sales	100	%	100	%

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


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Third-party	68	%	68	%
Proprietary	32	%	32	%
Total net sales	100	%	100	%

We accrue for estimated sales returns by customers based on historical sales return results. As of April 29, 2023, January 28, 2023 and April 30, 2022, our reserve for sales returns was $1.8 million, $1.6 million and $2.1 million, respectively, and is included in accrued expenses on the accompanying Consolidated Balance Sheets.

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 $9.9 million, $11.1 million and $9.8 million as of April 29, 2023, January 28, 2023 and April 30, 2022, respectively, and is included in deferred revenue on the accompanying Consolidated Balance Sheets. Our gift cards do not have expiration dates and in most cases there is no legal obligation to remit unredeemed gift cards to relevant jurisdictions. Based on actual historical redemption patterns, we determined that a small percentage of gift cards are unlikely to be redeemed (which we refer to as gift card "breakage"). Based on our historical gift card breakage rate, we recognize breakage revenue over the redemption period in proportion to actual gift card redemptions. Revenue recognized from gift cards was $3.4 million and $4.0 million for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. For the thirteen weeks ended April 29, 2023 and April 30, 2022, the opening gift card balance was $11.1 million and $11.2 million, respectively, of which $2.2 million and $2.6 million, respectively, were recognized as revenue during the period.

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 $4.9 million, $5.0 million and

$5.4 million as of April 29, 2023, January 28, 2023 and April 30, 2022, respectively. The value of points redeemed through our loyalty program was $1.6 million and $2.1 million for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. For the thirteen weeks ended April 29, 2023 and April 30, 2022, the opening loyalty program balance was $5.0 million and $5.9 million, respectively, of which $1.3 million and $2.0 million, respectively, was recognized as revenue during these periods.

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.

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 net sales in excess of specified levels, is recognized as rent expense when the achievement of those specified net sales is probable.

We lease approximately 172,000 square feet of office and warehouse space (10 and 12 Whatney, Irvine, California) from a company that is owned by the co-founders of Tillys. During each of the thirteen week periods ended April 29, 2023 and April 30, 2022 we incurred rent expense of $0.5 million related to this lease. The lease began on January 1, 2003 and terminates on December 31, 2027.

We lease approximately 26,000 square feet of office and warehouse space (11 Whatney, Irvine, California) from a company that is owned by one of the co-founders of Tillys. During the thirteen week periods ended April 29, 2023 and April 30, 2022, we incurred rent expense of $0.2 million and $0.1 million, respectively, related to this lease. 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 approximately 81,000 square feet of office and warehouse space (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 distribution center. During each of the thirteen week periods ended April 29, 2023, and April 30, 2022 we incurred rent expense of $0.4 million related to this lease. The lease payment adjusts annually based upon the greater of 5% or the Consumer Price Index. The lease began on November 1, 2011 and terminates on October 31, 2031.

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 and sublease income as of April 29, 2023 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2023	$	2,961	$	48,194	$	51,155	$	68
2024	4,085		55,005		59,090		95
2025	4,245		45,335		49,580		99
2026	4,411		34,170		38,581		104
2027	4,167		26,738		30,905		—
Thereafter	9,324		53,718		63,042		—
Total minimum lease payments	29,193		263,160		292,353		366
Less: Amount representing interest	4,652		43,802		48,454		—
Present value of operating lease liabilities	$	24,541	$	219,358	$	243,899	$	366

As of April 29, 2023, additional operating lease contracts that have not yet commenced are approximately $4.3 million. Further, additional operating lease contracts and modifications executed subsequent to the balance sheet date, but prior to the report date, are approximately $8.3 million.

Lease expense for the thirteen week period ended April 29, 2023 and April 30, 2022 was as follows (in thousands):


	Thirteen Weeks Ended
	April 29, 2023						April 30, 2022
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	15,425	$	328	$	15,753	$	15,275	$	322	$	15,597
Variable lease expense	5,749		28		5,777		3,786		14		3,800
Total lease expense	$	21,174	$	356	$	21,530	$	19,061	$	336	$	19,397

Supplemental lease information for the thirteen weeks ended April 29, 2023 and April 30, 2022 was as follows:


	Thirteen Weeks Ended
	April 29, 2023	April 30, 2022
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)	$17,300	$17,166
Weighted average remaining lease term (in years)	5.7 years	5.7 years
Weighted average interest rate (1)	6.47%	6.08%

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

Income Taxes

Our income tax benefit was $(4.2) million, or 26.1% of pre-tax loss, compared to an income tax expense of $0.3 million, or 26.9% of pre-tax income, for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. The decrease in the effective income tax rate was primarily attributable to a decrease in pre-tax income.

New Accounting Standards 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. We adopted ASU 2019-11 in the first quarter of fiscal 2023, which applied to our fixed income securities recorded at amortized cost and classified as held-to-maturity and our trade receivables. The adoption of this accounting standard did not have a material effect on our consolidated financial statements and related disclosures.

Fair Value Measurements (Tables)

3 Months Ended

Apr. 29, 2023

Fair Value Disclosures [Abstract]

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

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):


	April 29, 2023						January 28, 2023						April 30, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents (1):
Money market securities	$	37,503	$	—	$	—	$51,756		$	—	$	—	$51,843		$	—	$	—

Commercial paper	—		4,997		—		—		19,871		—		—		4,995		—
Marketable securities:
Commercial paper	$	—	$	39,651	$	—	$	—	$	29,750	$	—	$	—	$	39,921	$	—

(1) Excluding cash.

Details of Impairment of Long-Lived Assets

As a result, we recorded non-recurring, non-cash impairment charges of $0.2 million and approximately $13.4 thousand in the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively, to write-down the carrying value of certain long-lived store assets to their estimated fair values.


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
	($ in thousands)

Carrying value of assets with impairment	$	356	$	13
Fair value of assets impaired	$	201	$	—
Number of stores tested for impairment	24		2
Number of stores with impairment	6		1

Stock-Based Compensation - Schedule of Stock Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	$ 522	$ 563
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	57	89
Selling, general, and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	$ 465	$ 474

Description of the Company and Basis of Presentation	3 Months Ended
Description of the Company and Basis of Presentation	Apr. 29, 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 assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys is headquartered in Irvine, California and operated 248 stores, in 33 states as of April 29, 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. We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting. These unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q as is permitted by SEC rules and regulations. In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the thirteen week period ended April 29, 2023 are not necessarily indicative of results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 ("fiscal 2022"). Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2023 refer to the fiscal year ending February 3, 2024. References to the fiscal quarters or first three months ended April 29, 2023 and April 30, 2022 refer to the thirteen week period ended as of those dates, respectively.

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Apr. 29, 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. 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 will not have a material adverse effect on our financial condition, results of operations or cash flows. As of the date of these consolidated financial statements, we

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	(Accumulated Deficit) Retained Earnings	Accumulated Other Comprehensive Income	Common Stock (Class A)	Common Stock (Class A) Common Stock	Common Stock (Class B) Common Stock
Beginning balance (in shares) at Jan. 29, 2022							23,719,000	7,306,000
Beginning balance at Jan. 29, 2022	$ 174,713	$ 31	$ 166,929	$ 7,754	$ (1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	813			813
Share-based compensation expense	563		563
Employee exercises of stock options (in shares)							5,000
Employee stock option exercises	20		20
Repurchase of common stock (in shares)							(892,000)
Repurchase of common stock	(8,177)	(1)		(8,176)
Net change in unrealized gain on available-for-sale securities	3				3
Ending balance (in shares) at Apr. 30, 2022							22,832,000	7,306,000
Ending balance at Apr. 30, 2022	167,935	30	167,512	391	2
Beginning balance (in shares) at Jan. 29, 2022							23,719,000	7,306,000
Beginning balance at Jan. 29, 2022	174,713	31	166,929	7,754	(1)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase of common stock (in shares)						(1,258,330)
Repurchase of common stock	(10,900)
Ending balance (in shares) at Jan. 28, 2023							22,562,000	7,306,000
Ending balance at Jan. 28, 2023	176,798	30	170,033	6,530	205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(11,968)			(11,968)
Share-based compensation expense	$ 522		522
Employee exercises of stock options (in shares)	11,000						11,000
Employee stock option exercises	$ 53		53
Net change in unrealized gain on available-for-sale securities	116				116
Ending balance (in shares) at Apr. 29, 2023							22,573,000	7,306,000
Ending balance at Apr. 29, 2023	$ 165,521	$ 30	$ 170,608	$ (5,438)	$ 321

Stock-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - $ / shares	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Share-Based Payment Arrangement [Abstract]
Weighted average grant-date fair value per option granted (in dollars per share)	$ 3.90	$ 4.98
Expected option term	5 years 2 months 12 days	5 years 2 months 12 days
Weighted average expected volatility factor	58.60%	58.60%
Weighted average risk-free interest rate	3.60%	2.30%
Expected annual dividend yield	0.00%	0.00%

Summary of Significant Accounting Policies - Additional Information (Details)	1 Months Ended	3 Months Ended
	Jun. 30, 2022	Apr. 29, 2023 USD ($) ft²	Apr. 30, 2022 USD ($)	Jun. 01, 2023 USD ($)
Accounting Policies [Line Items]
Lessee terms		10 years
Lessor, operating lease, not yet commenced, amount		$ 4,300,000
Income tax (benefit) expense		$ (4,229,000)	$ 299,000
Effective income tax rate reconciliation, percent		26.10%	26.90%
Subsequent Event
Accounting Policies [Line Items]
Lessor, operating lease, not yet commenced, amount				$ 8,300,000
10 and 12 Whatney, Irvine, California \| Office and warehouse space
Accounting Policies [Line Items]
Area of real estate property \| ft²		172,000
Operating lease rent expense		$ 500,000
11 Whatney, Irvine, California \| Office and warehouse space
Accounting Policies [Line Items]
Lessee terms	10 years
Area of real estate property \| ft²		26,000
Operating lease rent expense		$ 200,000	$ 100,000
Annual lease adjustment rate (percent)	5.00%
11 Whatney, Irvine, California \| Minimum \| Office and warehouse space
Accounting Policies [Line Items]
Annual lease adjustment rate (percent)		3.00%
11 Whatney, Irvine, California \| Maximum \| Office and warehouse space
Accounting Policies [Line Items]
Annual lease adjustment rate (percent)		7.00%
17 Pasteur, Irvine, California \| Office and warehouse space
Accounting Policies [Line Items]
Area of real estate property \| ft²		81,000
Operating lease rent expense		$ 400,000
Annual lease adjustment rate (percent)		5.00%
Sublease, term of contract		5 years
17 Pasteur, Irvine, California \| Office and warehouse space \| Affiliated Entity
Accounting Policies [Line Items]
Area of real estate property \| ft²		5,887

Description of the Company and Basis of Presentation (Details)	Apr. 29, 2023 State store
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of stores \| store	248
Number of states \| State	33

Fair Value Measurements - Details of Impairment of Long-Lived Assets (Details) $ in Thousands	3 Months Ended
	Apr. 29, 2023 USD ($) store	Apr. 30, 2022 USD ($) store
Fair Value Disclosures [Abstract]
Carrying value of assets with impairment \| $	$ 356	$ 13
Fair value of assets impaired \| $	$ 201	$ 0
Number of stores tested for impairment \| store	24	2
Number of stores with impairment \| store	6	1

Contractors (Policies)	3 Months Ended
Contractors (Policies)	Apr. 29, 2023
Contractors [Abstract]
Fiscal Periods	Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2023 refer to the fiscal year ending February 3, 2024. References to the fiscal quarters or first three months ended April 29, 2023 and April 30, 2022 refer to the thirteen week period ended as of those dates, respectively.

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Apr. 29, 2023	Jun. 01, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Apr. 29, 2023
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 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
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001524025
Current Fiscal Year End Date	--02-03
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		22,573,461
Common Stock (Class B)
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,306,108

Consolidated Balance Sheets - USD ($) $ in Thousands	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Current assets:
Cash and cash equivalents	$ 43,686	$ 73,526	$ 59,954
Marketable securities	49,695	39,753	50,997
Receivables	12,973	9,240	8,209
Merchandise inventories	77,182	62,117	74,112
Prepaid expenses and other current assets	9,332	17,762	14,769
Total current assets	192,868	202,398	208,041
Operating lease assets	216,385	212,845	218,163
Property and equipment, net	49,438	50,635	46,606
Deferred tax assets	12,728	8,497	11,594
Other assets	1,765	1,377	1,253
TOTAL ASSETS	473,184	475,752	485,657
Current liabilities:
Accounts payable	24,730	15,956	27,193
Accrued expenses	14,253	15,889	16,741
Deferred revenue	14,792	16,103	15,150
Accrued compensation and benefits	9,056	8,183	8,707
Current portion of operating lease liabilities	49,567	48,864	51,237
Current portion of operating lease liabilities, related party	2,908	2,839	2,483
Other liabilities	446	470	674
Total current liabilities	115,752	108,304	122,185
Noncurrent portion of operating lease liabilities	169,791	167,913	174,301
Noncurrent portion of operating lease liabilities, related party	21,633	22,388	20,364
Other liabilities	487	349	872
Total long-term liabilities	191,911	190,650	195,537
Total liabilities	307,663	298,954	317,722
Commitments and contingencies (Notes 2 and 5)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding	0	0	0
Additional paid-in capital	170,608	170,033	167,512
(Accumulated deficit) Retained earnings	(5,438)	6,530	391
Accumulated other comprehensive income	321	205	2
Total stockholders’ equity	165,521	176,798	167,935
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	473,184	475,752	485,657
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,573, 22,562 and 22,832 shares issued and outstanding, respectively
Stockholders’ equity:
Common stock	23	23	23
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,306, 7,306 and 7,306 shares issued and outstanding, respectively
Stockholders’ equity:
Common stock	$ 7	$ 7	$ 7

Stock-Based Compensation

3 Months Ended

Apr. 29, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Share-Based Compensation

The Tilly's, Inc. 2012 Second Amended and Restated Equity and Incentive Plan, as amended in June 2020 (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 April 29, 2023, there were 1,899,720 shares available for future issuance under the 2012 Plan.

Stock Options

We grant stock options to certain employees that give them the right to acquire our Class A common stock under the 2012 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The 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 stock option activity for the thirteen weeks ended April 29, 2023 (aggregate intrinsic value in thousands):


	Stock Options	Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value (1)
Outstanding at January 28, 2023 (2)	1,868,243	$	8.99
Granted	2,500	$	7.18
Exercised	(11,000)	$	4.86
Forfeited	(12,125)	$	8.89
Expired	(19,000)	$	11.45
Outstanding at April 29, 2023	1,828,618	$	8.98	7.0	$	1,403
Exercisable at April 29, 2023	1,136,768	$	9.23	6.1	$	930

(1)Intrinsic value for stock options is defined as the difference between the market price of our Class A common stock on the last business day of the fiscal period and the weighted average exercise price of in-the-money stock options outstanding at the end of the fiscal period. The market value per share was $7.51 at April 29, 2023.

(2)Reflects the removal of 5,000 stock options held by a former employee that expired during fiscal 2022, which we identified during the first quarter of fiscal 2023.

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 issue shares of Class A common stock when stock option awards are exercised.

The fair values of stock options granted during the thirteen weeks ended April 29, 2023 and April 30, 2022 were estimated on the grant date using the following assumptions:


	Thirteen Weeks Ended
	April 29, 2023	April 30, 2022
Weighted average grant-date fair value per option granted	$3.90	$4.98
Expected option term (1)	5.2 years	5.2 years
Weighted average expected volatility factor (2)	58.6%	58.6%
Weighted average risk-free interest rate (3)	3.6%	2.3%
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 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 currently have a dividend policy and we do not anticipate paying any additional cash dividends on our common stock. In compliance with our new Credit Agreement, we are prohibited from declaring or paying any cash dividends prior to April 27, 2024.

Restricted Stock Awards

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 ("RSUs") represent shares issuable in the future upon vesting. Under the 2012 Plan, we grant RSAs to independent members of our Board of Directors and RSUs 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 RSUs granted to certain employees vest at a rate of 25% on each of the first four anniversaries of the grant date provided that the respective recipient continues to be employed by us through each of those vesting dates. We determine the fair value of restricted stock underlying the RSAs and RSUs based upon the closing price of our Class A common stock on the date of grant.

The following table summarizes the status of non-vested restricted stock as of April 29, 2023, and the changes since January 28, 2023:


	Restricted Stock	Weighted Average Grant-Date Fair Value
Nonvested at January 28, 2023	73,484	$	8.71
Granted	—	—
Vested	—	—
Nonvested at April 29, 2023	73,484	$	8.71

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 expense recorded in the Consolidated Statements of Operations (in thousands):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Cost of goods sold	$	57	$	89
Selling, general, and administrative	465		474
Total share-based compensation	$	522	$	563

At April 29, 2023, there was $3.4 million of total unrecognized share-based compensation expense related to unvested stock options and restricted stock. This cost has a weighted average remaining recognition period of 2.3 years.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Apr. 29, 2023

Accounting Policies [Abstract]

Disaggregation of Revenue

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


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Retail stores	$	97,819	$	117,482
E-commerce	25,818		28,293
Total net sales	$	123,637	$	145,775

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


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Mens	35	%	35	%
Womens	29	%	29	%
Accessories	14	%	15	%
Footwear	14	%	12	%
Girls	4	%	4	%
Boys	3	%	4	%
Outdoor	1	%	1	%
Total net sales	100	%	100	%

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


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Third-party	68	%	68	%
Proprietary	32	%	32	%
Total net sales	100	%	100	%

Lessee, Operating Lease, Liability, Maturity

The maturity of operating lease liabilities and sublease income as of April 29, 2023 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2023	$	2,961	$	48,194	$	51,155	$	68
2024	4,085		55,005		59,090		95
2025	4,245		45,335		49,580		99
2026	4,411		34,170		38,581		104
2027	4,167		26,738		30,905		—
Thereafter	9,324		53,718		63,042		—
Total minimum lease payments	29,193		263,160		292,353		366
Less: Amount representing interest	4,652		43,802		48,454		—
Present value of operating lease liabilities	$	24,541	$	219,358	$	243,899	$	366

Schedule of Lease Expense and Supplemental Lease Information

Lease expense for the thirteen week period ended April 29, 2023 and April 30, 2022 was as follows (in thousands):


	Thirteen Weeks Ended
	April 29, 2023						April 30, 2022
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	15,425	$	328	$	15,753	$	15,275	$	322	$	15,597
Variable lease expense	5,749		28		5,777		3,786		14		3,800
Total lease expense	$	21,174	$	356	$	21,530	$	19,061	$	336	$	19,397

Supplemental lease information for the thirteen weeks ended April 29, 2023 and April 30, 2022 was as follows:


	Thirteen Weeks Ended
	April 29, 2023	April 30, 2022
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)	$17,300	$17,166
Weighted average remaining lease term (in years)	5.7 years	5.7 years
Weighted average interest rate (1)	6.47%	6.08%

Fair Value Measurements - Narrative (Details) - USD ($)	3 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Apr. 29, 2023	Apr. 30, 2022
Fair Value Disclosures [Abstract]
Non-cash impairment charges	$ 200,000	$ 13,400

Earnings Per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Net (loss) income	$ (11,968)	$ 813
Weighted average basic shares outstanding (in shares)	29,798	30,762
Dilutive effect of stock options and restricted stock	0	284
Weighted average shares for diluted earnings per share (in shares)	29,798	31,046
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)	$ (0.40)	$ 0.03
Diluted earnings per share of Class A and Class B common stock (in dollars per share)	$ (0.40)	$ 0.03

- Definition

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+ Details

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Apr. 29, 2023	Apr. 30, 2022
Cash flows from operating activities:
Net (loss) income	$ (11,968,000)	$ 813,000
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	3,214,000	3,508,000
Share-based compensation expense	522,000	563,000
Impairment of assets	154,000	13,000
Loss on disposal of assets	16,000	43,000
Gain on maturities of marketable securities	(295,000)	(26,000)
Deferred income taxes	(4,231,000)	(150,000)
Changes in operating assets and liabilities:
Receivables	(3,683,000)	(356,000)
Merchandise inventories	(15,065,000)	(8,467,000)
Prepaid expenses and other current assets	8,162,000	1,667,000
Accounts payable	8,765,000	(955,000)
Accrued expenses	441,000	(2,357,000)
Accrued compensation and benefits	873,000	(8,349,000)
Operating lease liabilities	(1,616,000)	(1,361,000)
Deferred revenue	(1,311,000)	(1,946,000)
Other liabilities	(173,000)	(193,000)
Net cash used in operating activities	(16,195,000)	(17,553,000)
Cash flows from investing activities:
Proceeds from maturities of marketable securities	15,081,000	51,028,000
Purchases of marketable securities	(24,524,000)	(4,967,000)
Purchases of property and equipment	(4,255,000)	(2,598,000)
Net cash (used in) provided by investing activities	(13,698,000)	43,463,000
Cash flows from financing activities:
Share repurchases	0	(8,177,000)
Proceeds from exercise of stock options	53,000	20,000
Net cash provided by (used in) financing activities	53,000	(8,157,000)
Change in cash and cash equivalents	(29,840,000)	17,753,000
Cash and cash equivalents, beginning of period	73,526,000	42,201,000
Cash and cash equivalents, end of period	43,686,000	59,954,000
Supplemental disclosures of cash flow information:
Income taxes refunded	0	(58,000)
Supplemental disclosure of non-cash activities:
Unpaid purchases of property and equipment	1,224,000	1,108,000
Operating lease liabilities arising from obtaining operating lease assets	$ 15,327	$ 14,818

Fair Value Measurements - Financial Assets Based on Priority of Inputs to Valuation Technique Instruments (Details) - USD ($) $ in Thousands	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Money market securities \| Level 1 \| Cash equivalents
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	$ 37,503	$ 51,756	$ 51,843,000
Money market securities \| Level 2 \| Cash equivalents
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Money market securities \| Level 3 \| Cash equivalents
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Commercial paper \| Level 1 \| Cash equivalents
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Commercial paper \| Level 1 \| Commercial paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Commercial paper \| Level 2 \| Cash equivalents
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	4,997	19,871,000	4,995
Commercial paper \| Level 2 \| Commercial paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	39,651,000	29,750,000	39,921,000
Commercial paper \| Level 3 \| Cash equivalents
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Commercial paper \| Level 3 \| Commercial paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	$ 0	$ 0	$ 0

Credit Agreement	3 Months Ended
Credit Agreement	Apr. 29, 2023
Debt Disclosure [Abstract]
Credit Agreement	Asset-Backed Credit Facility New Credit Agreement On April 27, 2023 (the “Closing Date”), we entered into a credit agreement and revolving line of credit note (the "Note" and, collectively, the “Credit Agreement”) with Wells Fargo Bank, National Association, as lender (the “Bank”). The Credit Agreement provides for an asset-based, senior secured revolving credit facility (“Revolving Facility”) of up to $65.0 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 $10.0 million and a sub-limit for swing line loans of $7.5 million. The Credit Agreement also includes an uncommitted accordion feature whereby we may increase the Revolving Commitment by an aggregate amount not to exceed $12.5 million, subject to certain conditions. The Revolving Facility matures on April 27, 2026. 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 our assets. The maximum borrowings permitted under the Revolving Facility is equal to the lesser of (x) the Revolving Commitment and (y) the applicable borrowing base, which is equal to (i) 90% of our eligible credit card receivables, plus (ii) 90% of the cost of certain adjusted eligible inventory, less certain inventory reserves , plus (iii) 90% of the cost of certain adjusted eligible in-transit inventory, less certain inventory reserves, less (iv) certain other reserves established by the Bank. As of the Closing Date, our borrowing base was deemed to be equal to $25.0 million until the Banks’ receipt of reasonably satisfactory due diligence materials (provided that if such materials are not received within 60 days (or such longer period as agreed by the Bank) after the Closing Date, the deemed borrowing base will be reduced to $0. As of the Closing Date, 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 the Closing Date to the Credit Agreement. The unused portion of the Revolving Commitment accrues a commitment fee of 0.375% per annum. Borrowings under the Revolving Facility bear interest at a rate per annum that ranges from the Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment (equal to 10 basis points for one- and three-month term SOFR) plus 1.50% to 2.00%, or a base rate (as calculated in accordance with the Credit Agreement) (the “Base Rate”) plus 0.50% to 1.00%, based on the average daily borrowing capacity under the Revolving Facility over the applicable fiscal quarter. We are allowed to elect to apply either SOFR or Base Rate interest to borrowings at its discretion, other than in the case of swing line loans, to which the Base Rate shall apply. Under the Credit Agreement, we are subject to a variety of affirmative and negative covenants customary in an asset-based lending facility, including a financial covenant relating to availability (which is required to remain above the greater of: (i) ten percent (10%) of the Loan Cap (as defined in the Credit Agreement) and (ii) $6,000,000.00). Prior to the first anniversary of the Closing Date, we are prohibited from declaring or paying any cash dividends to our stockholders or repurchasing our common stock, and thereafter, is permitted, provided, among other things, no default or event of default exists as of the date of any such payment and after giving effect thereto and certain minimum availability and minimum projected availability tests are satisfied. 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; actual or asserted invalidity of any the Credit Agreement or related loan documents; or a change of control. In connection with the entry into the Credit Agreement, on April 27, 2023, we entered into certain ancillary agreements, including (i) a security agreement in favor of the Bank (the “Security Agreement”), and (ii) a guaranty by us in favor of the Bank (the “Guaranty”). The Security Agreement and the Guaranty replaced (i) the third party pledge agreement, dated as of January 20, 2022, by us in favor of the Bank), (ii) the continuing guaranty by us in favor of the Banks, dated January 20, 2022, and (iii) the security agreement: business assets, dated as of January 20, 2022, by us in favor of the Bank (collectively, the “Prior Security Agreements”), which were all terminated concurrently with the termination of the Prior Credit Agreement (as defined below). As of April 29, 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 senior secured credit agreement ( as amended, the "Prior Credit Agreement") and revolving line of credit note dated as of January 20, 2022 with the Bank, which had revolving commitments of up to $25.0 million 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. In connection with the entry into the Prior Credit Agreement, on January 20, 2022, we also entered into the Prior Security Agreements. Borrowings under the Prior Credit Agreement bore interest at a rate per annum equal to SOFR plus 0.75%. Amounts available to be drawn under outstanding letters of credit accrued fees in an amount equal to 1.00% per annum. The unused portion of the Prior Credit Agreement was not subject to a commitment fee. As of the Closing Date, 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 the Closing Date. Under the Prior Credit Agreement, we were subject to a variety of affirmative and negative covenants of types customary in a cash-flow-based lending facility, including financial covenants that required maintenance of (1) a ratio of total funded debt to earnings before interest, taxes, depreciation, amortization and annual rent expenses no greater than 4.75 to 1.00 and (2) a fixed charge coverage ratio of not less than 1.25 to 1.00 (calculation of which took into account dividends, distributions, redemptions and repurchases of our equity interests only if our cash on hand, net of any amounts outstanding under the Prior Credit Agreement, was less than $50.0 million after giving effect to such dividends, distributions, redemptions or repurchases). Events of default under the Prior Credit Agreement included, among other things, failure to pay principal, interest, fees or other amounts; covenant defaults; material inaccuracy of representations and warranties; bankruptcy events; actual or asserted invalidity of any of the loan documents; or a change of control.

- 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.

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+ Details

Consolidated Statements of (Loss) Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Net sales	$ 123,637	$ 145,775
Cost of goods sold (includes buying, distribution, and occupancy costs)	96,768	101,100
Rent expense, related party	931	860
Total cost of goods sold (includes buying, distribution, and occupancy costs)	97,699	101,960
Gross profit	25,938	43,815
Selling, general and administrative expenses	43,066	42,574
Rent expense, related party	133	133
Total selling, general, and administrative expenses	43,199	42,707
Operating (loss) income	(17,261)	1,108
Other income, net	1,064	4
(Loss) income before income taxes	(16,197)	1,112
Income tax (benefit) expense	(4,229)	299
Net (loss) income	$ (11,968)	$ 813
Weighted average basic shares outstanding (in shares)	29,798	30,762
Weighted average diluted shares outstanding (in shares)	29,798	31,046
Class A and Class B common stock
Basic earnings per share of Class A and Class B common stock (in dollars per share)	$ (0.40)	$ 0.03
Diluted earnings per share of Class A and Class B common stock (in dollars per share)	$ (0.40)	$ 0.03

Stock-Based Compensation - Stock Option Activity Under Stock Option Plan (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 29, 2023 USD ($) $ / shares shares
Stock Options
Beginning balance (in shares) \| shares	1,868,243
Granted (in shares) \| shares	2,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period \| shares	(11,000)
Forfeited (in shares) \| shares	(12,125)
Expired (in shares) \| shares	(19,000)
Ending balance (in shares) \| shares	1,828,618
Exercisable ending balance (in shares) \| shares	1,136,768
Grant Date Weighted Average Exercise Price
Beginning balance (in dollars per share) \| $ / shares	$ 8.99
Granted (in dollars per share) \| $ / shares	7.18
Exercised (in dollars per share) \| $ / shares	4.86
Forfeited (in dollars per share) \| $ / shares	8.89
Expired (in dollars per share) \| $ / shares	11.45
Ending balance (in dollars per share) \| $ / shares	8.98
Exercisable ending balance (in dollars per share) \| $ / shares	$ 9.23
Weighted Average Remaining Contractual Life (in Years)
Outstanding at end of period	7 years
Exercisable ending balance	6 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding at end of period \| $	$ 1,403
Exercisable ending balance \| $	$ 930
Revision of Prior Period, Adjustment
Stock Options
Expired (in shares) \| shares	(5,000)
Class A common stock
Aggregate Intrinsic Value
Market value per share (in dollars per share) \| $ / shares	$ 7.51

Summary of Significant Accounting Policies - Schedule of Revenue Recognition (Details) - USD ($)	3 Months Ended		12 Months Ended
	Apr. 29, 2023	Apr. 30, 2022	Jan. 29, 2022	Jan. 28, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 123,637,000	$ 145,775,000
Percentage of total net sales	100.00%	100.00%
SEC schedule, 12-09, valuation allowances and reserves, amount	$ 1,800,000	$ 2,100,000		$ 1,600,000
Contract with customer, liability, revenue recognized, amount Included In opening balance	2,200,000	$ 2,600,000
Unredeemed awards and accumulated points, expiration period		365 days	365 days
Deferred revenue, period increase (decrease)	(500,000)
Deferred revenue	4,900,000	$ 5,400,000		5,000,000
Deferred revenue, revenue recognized	1,600,000	2,100,000
Retail stores
Disaggregation of Revenue [Line Items]
Net sales	97,819,000	117,482,000
E-commerce
Disaggregation of Revenue [Line Items]
Net sales	$ 25,818,000	$ 28,293,000
Mens
Disaggregation of Revenue [Line Items]
Percentage of total net sales	35.00%	35.00%
Womens
Disaggregation of Revenue [Line Items]
Percentage of total net sales	29.00%	29.00%
Accessories
Disaggregation of Revenue [Line Items]
Percentage of total net sales	14.00%	15.00%
Footwear
Disaggregation of Revenue [Line Items]
Percentage of total net sales	14.00%	12.00%
Boys
Disaggregation of Revenue [Line Items]
Percentage of total net sales	4.00%	4.00%
Girls
Disaggregation of Revenue [Line Items]
Percentage of total net sales	3.00%	4.00%
Outdoor
Disaggregation of Revenue [Line Items]
Percentage of total net sales	1.00%	1.00%
GC Redemption
Disaggregation of Revenue [Line Items]
Contract with customer, liability, current	$ 9,900,000	$ 9,800,000		$ 11,100,000
Revenue recognized from customer liability	3,400,000	4,000,000
Contract with customer, liability, revenue recognized, opening balance	11,100,000	11,200,000
Customer Loyalty Program
Disaggregation of Revenue [Line Items]
Contract with customer, liability, revenue recognized, opening balance	5,000,000	5,900,000
Contract with customer, liability, revenue recognized, amount Included In opening balance	$ 1,300,000	$ 2,000,000
Third-party
Disaggregation of Revenue [Line Items]
Percentage of total net sales	68.00%	68.00%
Proprietary
Disaggregation of Revenue [Line Items]
Percentage of total net sales	32.00%	32.00%

Credit Agreement - Narrative (Details)		3 Months Ended
Credit Agreement - Narrative (Details)	Apr. 27, 2023 USD ($)	Apr. 29, 2023 USD ($)	Apr. 26, 2023 USD ($)	Jan. 20, 2022 USD ($)
Maximum
Line of Credit Facility [Line Items]
Borrowing base	$ 25,000,000
Minimum
Line of Credit Facility [Line Items]
Borrowing base	0
Revolving Credit Facility \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 25,000,000
Debt instrument, covenant compliance, total fund debt to earnings before interest, taxes, depreciation, amortization and annual rent expense		4.75
Debt instrument, fixed charge coverage ratio		1.25
Debt instrument, covenant compliance, cash on hand		$ 50,000,000
Revolving Credit Facility \| Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity	65,000,000
Maximum borrowing capacity, increase limit	$ 12,500,000
Borrowing base, credit card receivables, percentage	90.00%
Borrowing base, inventory, percentage	90.00%
Borrowing base, inventory in-transit, percentage	90.00%
Borrowing base threshold period	60 days
Line of credit facility, commitment fee percentage	0.375%
Debt instrument, credit spread adjustment	10
Financial covenant, availability minimum as a percentage of the Loan Cap	10.00%
Financial covenant, availability minimum, value	$ 6,000,000
Outstanding borrowing		0
Revolving Credit Facility \| Line of Credit \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Outstanding borrowing		$ 0
Letter of Credit \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 15,000,000
Letter of Credit \| Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity	10,000,000
Letters of credit outstanding, amount	2,025,000.000
Letter of Credit \| Line of Credit \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Letters of credit outstanding, amount			$ 2,025,000.000
Swing Line Loans \| Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 7,500,000
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Revolving Credit Facility \| Maximum \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate		1.00%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Revolving Credit Facility \| Maximum \| Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	2.00%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Revolving Credit Facility \| Minimum \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate		0.75%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Revolving Credit Facility \| Minimum \| Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	1.50%
Base Rate \| Revolving Credit Facility \| Maximum \| Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	1.00%
Base Rate \| Revolving Credit Facility \| Minimum \| Line of Credit \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	0.50%

Marketable Securities (Tables)

3 Months Ended

Apr. 29, 2023

Investments, Debt and Equity Securities [Abstract]

Investments in Marketable Securities

The following table summarizes our investments in marketable securities at April 29, 2023, January 28, 2023 and April 30, 2022 (in thousands):


	April 29, 2023
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	39,266	$	385	$	—	$	39,651
Fixed income securities	10,044		—		—		10,044
Total marketable securities	$	49,310	$	385	$	—	$	49,695

	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

	April 30, 2022
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	39,921	$	19	$	(19)	$	39,921
Fixed income securities	11,076		—		—		11,076
Total marketable securities	$	50,997	$	19	$	(19)	$	50,997

Gain (Loss) on Investments

The following table summarizes our gains on investments for commercial paper (in thousands):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Gains on investments	$	172	$	25

Consolidated Balance Sheets (Parenthetical) - $ / shares	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,573, 22,562 and 22,832 shares issued and outstanding, respectively
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000	100,000,000
Common stock, shares issued (in shares)	22,573,000	22,562,000	22,832,000
Common stock, shares outstanding (in shares)	22,573,000	22,562,000	22,832,000
Preferred stock, par value (in dollars per share)			$ 0.001
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,306, 7,306 and 7,306 shares issued and outstanding, respectively
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	35,000,000	35,000,000	35,000,000
Common stock, shares issued (in shares)	7,306,000	7,306,000	7,306,000
Common stock, shares outstanding (in shares)	7,306,000	7,306,000	7,306,000

Marketable Securities

3 Months Ended

Apr. 29, 2023

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

Marketable securities as of April 29, 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 our investments in marketable securities at April 29, 2023, January 28, 2023 and April 30, 2022 (in thousands):


	April 29, 2023
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	39,266	$	385	$	—	$	39,651
Fixed income securities	10,044		—		—		10,044
Total marketable securities	$	49,310	$	385	$	—	$	49,695

	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

	April 30, 2022
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	39,921	$	19	$	(19)	$	39,921
Fixed income securities	11,076		—		—		11,076
Total marketable securities	$	50,997	$	19	$	(19)	$	50,997

We recognized gains on investments for commercial paper that matured during the thirteen week periods ended April 29, 2023 and April 30, 2022. Upon recognition of the gains, we reclassified these amounts out of "Accumulated Other Comprehensive Income" and into “Other income, net” on the Consolidated Statements of Operations.

The following table summarizes our gains on investments for commercial paper (in thousands):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Gains on investments	$	172	$	25

Share Repurchase Program	3 Months Ended
Share Repurchase Program	Apr. 29, 2023
Equity [Abstract]
Share Repurchase Program	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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 14
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details

Fair Value Measurements

3 Months Ended

Apr. 29, 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.

During the thirteen week period ended April 29, 2023 and April 30, 2022, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of April 29, 2023, January 28, 2023 and April 30, 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


	April 29, 2023						January 28, 2023						April 30, 2022
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents (1):
Money market securities	$	37,503	$	—	$	—	$51,756		$	—	$	—	$51,843		$	—	$	—

Commercial paper	—		4,997		—		—		19,871		—		—		4,995		—
Marketable securities:
Commercial paper	$	—	$	39,651	$	—	$	—	$	29,750	$	—	$	—	$	39,921	$	—

(1) Excluding 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 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 non-recurring, non-cash impairment charges of $0.2 million and approximately $13.4 thousand in the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively, to write-down the carrying value of certain long-lived store assets to their estimated fair values.


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
	($ in thousands)

Carrying value of assets with impairment	$	356	$	13
Fair value of assets impaired	$	201	$	—
Number of stores tested for impairment	24		2
Number of stores with impairment	6		1

- 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

Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended
Earnings Per Share (Details) - shares shares in Thousands	Apr. 29, 2023	Apr. 30, 2022
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Stock options and restricted stock excluded from the calculation of diluted earning per share	0	1,445

Marketable Securities - Investments in Marketable Securities (Details) - USD ($) $ in Thousands	Apr. 29, 2023	Jan. 28, 2023	Apr. 30, 2022
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	$ 49,310	$ 39,573	$ 50,997
Gross Unrealized Holding Gains	385	180	19
Gross Unrealized Holding Losses	0	0	(19)
Estimated Fair Value	49,695	39,753	50,997
Commercial paper
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	39,266	29,570	39,921
Gross Unrealized Holding Gains	385	180	19
Gross Unrealized Holding Losses	0	0	(19)
Estimated Fair Value	39,651	29,750	39,921
Fixed income securities
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	10,044	10,003	11,076
Gross Unrealized Holding Gains	0	0	0
Gross Unrealized Holding Losses	0	0	0
Estimated Fair Value	$ 10,044	$ 10,003	$ 11,076

Stock-Based Compensation (Tables)

3 Months Ended

Apr. 29, 2023

Share-Based Payment Arrangement [Abstract]

Stock Option Activity Under Stock Option Plan

The following table summarizes stock option activity for the thirteen weeks ended April 29, 2023 (aggregate intrinsic value in thousands):


	Stock Options	Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value (1)
Outstanding at January 28, 2023 (2)	1,868,243	$	8.99
Granted	2,500	$	7.18
Exercised	(11,000)	$	4.86
Forfeited	(12,125)	$	8.89
Expired	(19,000)	$	11.45
Outstanding at April 29, 2023	1,828,618	$	8.98	7.0	$	1,403
Exercisable at April 29, 2023	1,136,768	$	9.23	6.1	$	930

(2)Reflects the removal of 5,000 stock options held by a former employee that expired during fiscal 2022, which we identified during the first quarter of fiscal 2023.

Assumptions Used to Estimate Fair Value of Stock Options Granted

The fair values of stock options granted during the thirteen weeks ended April 29, 2023 and April 30, 2022 were estimated on the grant date using the following assumptions:


	Thirteen Weeks Ended
	April 29, 2023	April 30, 2022
Weighted average grant-date fair value per option granted	$3.90	$4.98
Expected option term (1)	5.2 years	5.2 years
Weighted average expected volatility factor (2)	58.6%	58.6%
Weighted average risk-free interest rate (3)	3.6%	2.3%
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 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.

Summary of Status of Non-Vested Restricted Stock

The following table summarizes the status of non-vested restricted stock as of April 29, 2023, and the changes since January 28, 2023:


	Restricted Stock	Weighted Average Grant-Date Fair Value
Nonvested at January 28, 2023	73,484	$	8.71
Granted	—	—
Vested	—	—
Nonvested at April 29, 2023	73,484	$	8.71

Schedule of Stock Based Compensation

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


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Cost of goods sold	$	57	$	89
Selling, general, and administrative	465		474
Total share-based compensation	$	522	$	563

Earnings Per Share (Tables)

3 Months Ended

Apr. 29, 2023

Earnings Per Share [Abstract]

Components of Basic and Diluted Earnings Per Share

The components of basic and diluted (loss) earnings per share were as follows (in thousands, except per share amounts):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Net (loss) income	$	(11,968)	$	813
Weighted average basic shares outstanding	29,798		30,762
Dilutive effect of in-the-money stock options and RSAs	—		284
Weighted average shares for diluted earnings per share	29,798		31,046
Basic (loss) earnings per share of Class A and Class B common stock	$	(0.40)	$	0.03
Diluted (loss) earnings per share of Class A and Class B common stock	$	(0.40)	$	0.03

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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

Thirteen Weeks Ended

April 29,
2023

April 30,
2022

Stock options

—

1,445

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Apr. 29, 2023
Accounting Policies [Abstract]
Basis of Presentation	We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial reporting. These unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q as is permitted by SEC rules and regulations. In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the thirteen week period ended April 29, 2023 are not necessarily indicative of results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 ("fiscal 2022").
Fiscal Periods	Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2023 refer to the fiscal year ending February 3, 2024. References to the fiscal quarters or first three months ended April 29, 2023 and April 30, 2022 refer to the thirteen week period ended as of those dates, respectively.
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 Consolidated Statements of Operations.
Leases	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. 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 net sales in excess of specified levels, is recognized as rent expense when the achievement of those specified net sales is probable.
Income Taxes	Income TaxesOur income tax benefit was $(4.2) million, or 26.1% of pre-tax loss, compared to an income tax expense of $0.3 million, or 26.9% of pre-tax income, for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. The decrease in the effective income tax rate was primarily attributable to a decrease in pre-tax income.
New Accounting Standards	New Accounting Standards 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. We adopted ASU 2019-11 in the first quarter of fiscal 2023, which applied to our fixed income securities recorded at amortized cost and classified as held-to-maturity and our trade receivables. The adoption of this accounting standard did not have a material effect on our consolidated financial statements and related disclosures.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

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Marketable Securities - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Summary of Investment Holdings [Line Items]
Gains on investments	$ 295	$ 26
Commercial paper
Summary of Investment Holdings [Line Items]
Gains on investments	$ 172	$ 25

Summary of Significant Accounting Policies - Schedule of Lease Expense and Supplemental Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	$ 15,753	$ 15,597
Variable lease expense	5,777	3,800
Total lease expense	21,530	19,397
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)	$ 17,300	$ 17,166
Weighted average remaining lease term (in years)	5 years 8 months 12 days	5 years 8 months 12 days
Weighted average interest rate	6.47%	6.08%
Cost of goods sold
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	$ 15,425	$ 15,275
Variable lease expense	5,749	3,786
Total lease expense	21,174	19,061
Selling, general, and administrative
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	328	322
Variable lease expense	28	14
Total lease expense	$ 356	$ 336

Stock-Based Compensation - Summary of Status of Non-Vested Restricted Stock (Details) - Nonvested	3 Months Ended
	Apr. 29, 2023 $ / shares shares
Restricted Stock
Beginning balance \| shares	73,484
Granted (in shares) \| shares	0
Vested (in shares) \| shares	0
Ending balance \| shares	73,484
Weighted Average Grant-Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 8.71
Granted (in usd per share) \| $ / shares	0
Vested (in usd per share) \| $ / shares	0
Ending balance (in dollars per share) \| $ / shares	$ 8.71

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Apr. 29, 2023	Apr. 30, 2022
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (11,968)	$ 813
Other comprehensive income, net of tax:
Net change in unrealized gain on available-for-sale securities, net of tax	116	3
Other comprehensive income, net of tax	116	3
Comprehensive (loss) income	$ (11,852)	$ 816

- Definition

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

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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 4
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 17
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=124507222&loc=d3e1436-108581

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 20
-URI https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

+ Details

Summary of Significant Accounting Policies - Schedule of Operating Lease Liability (Details) $ in Thousands	Apr. 29, 2023 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 51,155
2024	59,090
2025	49,580
2026	38,581
2027	30,905
Thereafter	63,042
Total minimum lease payments	292,353
Less: Amount representing interest	48,454
Present value of operating lease liabilities	243,899
Sublease Income
2023	68
2024	95
2025	99
2026	104
2027	0
Thereafter	0
Total minimum lease payments	366
Related Party
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	2,961
2024	4,085
2025	4,245
2026	4,411
2027	4,167
Thereafter	9,324
Total minimum lease payments	29,193
Less: Amount representing interest	4,652
Present value of operating lease liabilities	24,541
Other
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	48,194
2024	55,005
2025	45,335
2026	34,170
2027	26,738
Thereafter	53,718
Total minimum lease payments	263,160
Less: Amount representing interest	43,802
Present value of operating lease liabilities	$ 219,358

Stock-Based Compensation - Narrative (Details) $ in Millions	3 Months Ended
	Apr. 29, 2023 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total unrecognized stock-based compensation expense related to unvested stock options and restricted stock grants \| $	$ 3.4
Weighted average recognition period	2 years 3 months 18 days
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Expiration period	10 years
Stock options \| Share-based Payment Arrangement, Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Stock options \| Share-based Payment Arrangement, Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Stock options \| Share-based Payment Arrangement, Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Stock options \| Share-based Payment Arrangement, Tranche Four
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Directors \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Percentage of awards vesting on grant date	50.00%
Certain Employees \| Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Percentage of awards vesting on grant date	25.00%
2012 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common shares authorized (in shares)	6,613,900
Shares available for issuance (in shares)	1,899,720