0001628280-23-040437 | 10-Q | XBRL Viewer

Stock-Based Compensation (Tables)

9 Months Ended

Oct. 28, 2023

Share-Based Payment Arrangement [Abstract]

Stock Option Activity Under Stock Option Plan

The following table summarizes stock option activity for the thirty-nine weeks ended October 28, 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	758,500	$	6.44
Exercised	(49,375)	$	4.26
Forfeited	(46,375)	$	8.23
Expired	(44,062)	$	12.19
Outstanding at October 28, 2023	2,486,931	$	8.26	7.5	$	2,507
Exercisable at October 28, 2023	1,080,831	$	9.33	5.7	$	901

(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 $7.90 at October 28, 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.

Assumptions Used to Estimate Fair Value of Stock Options Granted

The fair values of stock options granted during the thirteen and thirty-nine weeks ended October 28, 2023 and October 29, 2022 were estimated on the grant date using the following assumptions:


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Weighted average grant-date fair value per option granted	—	$3.82	$3.50	$4.94
Expected option term (1)	—	5.2 years	5.5 years	5.2 years
Weighted average expected volatility factor (2)	—%	58.6%	56.3%	58.6%
Weighted average risk-free interest rate (3)	—%	3.6%	4.0%	2.4%
Expected annual dividend yield (4)	—%	—%	—%	—%

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

(2)Stock volatility for each grant is measured using the 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 currently anticipate paying any cash dividends on our common stock at this time. In compliance with our new Credit Agreement, we are prohibited from declaring or paying any cash dividends prior to April 27, 2024.

Summary of Status of Non-Vested Restricted Stock

The following table summarizes the status of non-vested restricted stock as of October 28, 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	73,284	$	6.55
Vested	(41,738)	$	9.58
Forfeited	(17,505)	$	6.86
Nonvested at October 28, 2023	87,525	$	6.86

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				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Cost of goods sold	$	82	$	100	$	206	$	280
Selling, general, and administrative	524		513		1,478		1,484
Total share-based compensation	$	606	$	613	$	1,684	$	1,764

Stock-Based Compensation

9 Months Ended

Oct. 28, 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 October 28, 2023, there were 1,116,863 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 thirty-nine weeks ended October 28, 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	758,500	$	6.44
Exercised	(49,375)	$	4.26
Forfeited	(46,375)	$	8.23
Expired	(44,062)	$	12.19
Outstanding at October 28, 2023	2,486,931	$	8.26	7.5	$	2,507
Exercisable at October 28, 2023	1,080,831	$	9.33	5.7	$	901

(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 and thirty-nine weeks ended October 28, 2023 and October 29, 2022 were estimated on the grant date using the following assumptions:


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Weighted average grant-date fair value per option granted	—	$3.82	$3.50	$4.94
Expected option term (1)	—	5.2 years	5.5 years	5.2 years
Weighted average expected volatility factor (2)	—%	58.6%	56.3%	58.6%
Weighted average risk-free interest rate (3)	—%	3.6%	4.0%	2.4%
Expected annual dividend yield (4)	—%	—%	—%	—%

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

(2)Stock volatility for each grant is measured using the historical daily price changes of our common stock over the most recent period equal to the expected option term of the awards.

(3)The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date.

Restricted Stock 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 October 28, 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	73,284	$	6.55
Vested	(41,738)	$	9.58
Forfeited	(17,505)	$	6.86
Nonvested at October 28, 2023	87,525	$	6.86

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				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Cost of goods sold	$	82	$	100	$	206	$	280
Selling, general, and administrative	524		513		1,478		1,484
Total share-based compensation	$	606	$	613	$	1,684	$	1,764

At October 28, 2023, there was $5.1 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 2.7 years.

Stock-Based Compensation - Stock Option Activity Under Stock Option Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Oct. 28, 2023
Stock Options
Beginning balance (in shares)	1,868,243
Granted (in shares)	758,500
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	(49,375)
Forfeited (in shares)	(46,375)
Expired (in shares)	(44,062)
Ending balance (in shares)	2,486,931
Exercisable ending balance (in shares)	1,080,831
Grant Date Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 8.99
Granted (in dollars per share)	6.44
Exercised (in dollars per share)	4.26
Forfeited (in dollars per share)	8.23
Expired (in dollars per share)	12.19
Ending balance (in dollars per share)	8.26
Exercisable ending balance (in dollars per share)	$ 9.33
Weighted Average Remaining Contractual Life (in Years)
Outstanding at end of period	7 years 6 months
Exercisable ending balance	5 years 8 months 12 days
Aggregate Intrinsic Value
Outstanding at end of period	$ 2,507
Exercisable ending balance	$ 901
Revision of Prior Period, Adjustment
Stock Options
Expired (in shares)	(5,000)
Class A common stock
Aggregate Intrinsic Value
Market value per share (in dollars per share)	$ 7.90

Fair Value Measurements

9 Months Ended

Oct. 28, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

We determine fair value based on a three-level valuation hierarchy as described below. Fair value is defined as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date. The three-level hierarchy of inputs used to determine fair value is as follows:

•Level 1 – Quoted prices in active markets for identical assets and liabilities.

•Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 – Unobservable inputs (i.e. projections, estimates, interpretations, etc.) that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We measure certain financial assets at fair value on a recurring basis, including our marketable securities which are classified as available-for-sale securities, and certain cash equivalents, specifically money market securities, commercial paper, municipal bonds and certificates of deposits. The money market accounts are valued based on quoted market prices in active markets. The available-for-sale marketable securities are valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third party entities.

From time to time, we measure certain assets at fair value on a non-recurring basis, including evaluation of long-lived assets for impairments using Company-specific assumptions which would fall within Level 3 of the fair-value hierarchy.

Fair value calculations contain significant judgments and estimates, which may differ from actual results due to, among other things, economic conditions, changes to the business model or changes in operating performance.

Furthermore, as of October 28, 2023, January 28, 2023 and October 29, 2022, we did not have any Level 3 financial assets. We conduct reviews on a quarterly basis to verify pricing, assess liquidity and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

Financial Assets

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


	October 28, 2023						January 28, 2023						October 29, 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	$	42,544	$	—	$	—	$51,756		$	—	$	—	$62,848		$	—	$	—

Commercial paper	—		—		—		—		19,871		—		—		9,948		—
Marketable securities:
Commercial paper	$	—	$	49,523	$	—	$	—	$	29,750	$	—	$	—	$	24,925	$	—

(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 and operating lease right-of-use ("ROU") assets may not be recoverable. Based on Level 3 inputs of historical operating performance, including sales trends, gross margin rates, current cash flows from operations and the projected outlook for each of our stores, we determine if a store would be able to generate sufficient undiscounted cash flows over the remaining term to recover our investment in long-lived and ROU assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized for the difference between the carrying value and the estimated fair value of assets based on the discounted cash flows of the assets using a rate that approximates the weighted average cost of capital plus a company specific risk premium. Impairment losses are allocated between the long-lived assets and ROU assets on a relative carrying amount basis. ROU fair values are estimated by an independent third party and represent the highest and best use to a market participant. 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 or the ROU in the respective stores. As a result of this assessment, we recorded non-recurring, non-cash impairment charges of $2.6 million and less than $0.1 million in the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively, to write-down the carrying value of certain long-lived store assets and ROU assets to their estimated fair values.


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
	($ in thousands)

Carrying value of assets with impairment	$	4,415	$	1	$	5,572	$	14
Fair value of assets impaired	$	2,740	$	—	$	2,941	$	—
Number of stores tested for impairment	39		8		41		9
Number of stores with impairment	11		1		21		2

- 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

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Oct. 28, 2023	Oct. 29, 2022
Cash flows from operating activities:
Net (loss) income	$ (13,940,000)	$ 9,781,000
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	9,547,000	10,515,000
Share-based compensation expense	1,684,000	1,764,000
Impairment of assets	2,631,000	14,000
Loss on disposal of assets	2,000	64,000
(Gain) interest on maturities of marketable securities	(1,156,000)	(230,000)
Deferred income taxes	(4,732,000)	1,167,000
Changes in operating assets and liabilities:
Receivables	4,196,000	(705,000)
Merchandise inventories	(20,636,000)	(15,944,000)
Prepaid expenses and other current assets	5,980,000	557,000
Accounts payable	11,033,000	2,068,000
Accrued expenses	106,000	(4,253,000)
Accrued compensation and benefits	2,407,000	(7,300,000)
Operating lease liabilities	(4,545,000)	(4,637,000)
Deferred revenue	(2,583,000)	(3,237,000)
Other liabilities	(452,000)	(706,000)
Net cash used in operating activities	(10,458,000)	(11,082,000)
Cash flows from investing activities:
Payments to Acquire Marketable Securities	(88,146,000)	(49,779,000)
Purchases of property and equipment	(10,543,000)	(11,897,000)
Proceeds from maturities of marketable securities	80,000,000	117,189,000
Proceeds from sale of property and equipment	9,000	0
Net cash (used in) provided by investing activities	(18,680,000)	55,513,000
Cash flows from financing activities:
Proceeds from exercise of stock options	210,000	56,000
Taxes paid on short-swing profits disgorgement payment	(173,000)	0
Share repurchases	0	(10,902,000)
Net cash provided by (used in) financing activities	37,000	(10,846,000)
Change in cash and cash equivalents	(29,101,000)	33,585,000
Cash and cash equivalents, beginning of period	73,526,000	42,201,000
Cash and cash equivalents, end of period	44,425,000	75,786,000
Supplemental disclosures of cash flow information:
Income taxes (refunded) paid	(6,429,000)	1,440,000
Supplemental disclosure of non-cash activities:
Unpaid purchases of property and equipment	2,022,000	3,511,000
Operating lease liabilities arising from obtaining operating lease assets	$ 44,246	$ 47,092

Contractors (Policies)	3 Months Ended
Contractors (Policies)	Oct. 28, 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 nine months ended October 28, 2023 and October 29, 2022 refer to the thirteen and thirty-nine week periods ended as of those dates, respectively.

Asset-Backed Credit Agreement - Narrative (Details) - USD ($)	Apr. 27, 2023	Jan. 20, 2022	Oct. 28, 2023	Apr. 26, 2023
Revolving Credit Facility \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 25,000,000
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate		0.75%
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate		1.00%
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%
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
Borrowing base			$ 63,000,000
Outstanding borrowing			0
Revolving Credit Facility \| Line of Credit \| Prior Credit Agreement
Line of Credit Facility [Line Items]
Outstanding borrowing	$ 0
Revolving Credit Facility \| Line of Credit \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Minimum \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	1.50%
Revolving Credit Facility \| Line of Credit \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate \| Maximum \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	2.00%
Revolving Credit Facility \| Line of Credit \| Base Rate \| Minimum \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	0.50%
Revolving Credit Facility \| Line of Credit \| Base Rate \| Maximum \| Credit Agreement
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	1.00%
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

Asset-Backed Credit Agreement	9 Months Ended
Asset-Backed Credit Agreement	Oct. 28, 2023
Debt Disclosure [Abstract]
Asset-Backed Credit Agreement	Asset-Backed Credit Agreement New Credit Agreement On April 27, 2023 (the “Closing Date”), we entered into an asset-backed 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, which replaced our Prior Credit Agreement. 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. 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) $6.0 million). 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. Thereafter, we are permitted to declare or pay cash dividends and/or repurchase our common stock provided, among other things, no default or event of default exists as of the date of any such payment and after giving effect thereto 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. As of October 28, 2023, we were in compliance with all of our covenants, were eligible to borrow up to a total of $63.0 million, and had no outstanding borrowings under the Credit Agreement. The only utilization of the letters of credit sub-limit under the Credit Agreement was a $2.025 million irrevocable standby letter of credit. 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.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
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+ Details

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	(Accumulated Deficit)	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	9,781			9,781
Restricted stock (in shares)		63,000
Share-based compensation expense	1,764		1,764
Employee exercises of stock options (in shares)							13,000
Employee stock option exercises	56		56
Repurchase of common stock (in shares)							(1,258,000)
Repurchase of common stock	(10,902)	$ (1)		(10,901)
Net change in unrealized gain on available-for-sale securities	120				120
Ending balance (in shares) at Oct. 29, 2022							22,537,000	7,306,000
Ending balance at Oct. 29, 2022	175,532	30	168,749	6,634	119
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
Beginning balance (in shares) at Jul. 30, 2022							22,805,000	7,306,000
Beginning balance at Jul. 30, 2022	171,568	30	168,120	3,372	46
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	5,149			5,149
Share-based compensation expense	613		613
Employee exercises of stock options (in shares)							3,000
Employee stock option exercises	16		16
Repurchase of common stock (in shares)							(271,000)
Repurchase of common stock	(1,887)			(1,887)
Net change in unrealized gain on available-for-sale securities	73				73
Ending balance (in shares) at Oct. 29, 2022							22,537,000	7,306,000
Ending balance at Oct. 29, 2022	175,532	30	168,749	6,634	119
Beginning balance (in shares) at Jan. 28, 2023							22,562,000	7,306,000
Beginning balance at Jan. 28, 2023	176,798	30	170,033	6,530	205
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(13,940)			(13,940)
Restricted stock (in shares)							57,000
Share-based compensation expense	$ 1,684		1,684
Employee exercises of stock options (in shares)	49,375						49,000
Employee stock option exercises	$ 210		210
Taxes paid on short-swing profits disgorgement payment	(173)		(173)
Net change in unrealized gain on available-for-sale securities	271				271
Ending balance (in shares) at Oct. 28, 2023							22,668,000	7,306,000
Ending balance at Oct. 28, 2023	164,850	30	171,754	(7,410)	476
Beginning balance (in shares) at Jul. 29, 2023							22,654,000	7,306,000
Beginning balance at Jul. 29, 2023	164,915	30	171,195	(6,563)	253
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(847)			(847)
Restricted stock (in shares)							(17,000)
Share-based compensation expense	606		606
Employee exercises of stock options (in shares)							31,000
Employee stock option exercises	126		126
Taxes paid on short-swing profits disgorgement payment	(173)		(173)
Net change in unrealized gain on available-for-sale securities	223				223
Ending balance (in shares) at Oct. 28, 2023							22,668,000	7,306,000
Ending balance at Oct. 28, 2023	$ 164,850	$ 30	$ 171,754	$ (7,410)	$ 476

Description of the Company and Basis of Presentation (Details)	Oct. 28, 2023 State store
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of stores \| store	249
Number of states \| State	33

Description of the Company and Basis of Presentation	9 Months Ended
Description of the Company and Basis of Presentation	Oct. 28, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of the Company and Basis of Presentation	Description of the Company and Basis of Presentation Tillys is a leading destination specialty retailer of casual apparel, footwear, accessories and hardgoods for young men, young women, boys and girls with an extensive assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys is headquartered in Irvine, California and operated 249 stores, in 33 states as of October 28, 2023. Our stores are located in malls, lifestyle centers, ‘power’ centers, community centers, outlet centers and street-front locations. Customers may also shop online, where we feature the same assortment of products as carried in our brick-and-mortar stores, supplemented by additional online-only styles. Our goal is to serve as a destination for the latest, most relevant merchandise and brands important to our customers. The Tillys concept began in 1982, when our co-founders, Hezy Shaked and Tilly Levine, opened their first store in Orange County, California. Since 1984, the business has been conducted through World of Jeans & Tops, a California corporation, or “WOJT”, which operates under the name “Tillys”. In May 2011, Tilly’s, Inc., a Delaware corporation, was formed solely for the purpose of reorganizing the corporate structure of WOJT in preparation for an initial public offering. As part of the initial public offering in May 2012, WOJT became a wholly owned subsidiary of Tilly's, Inc. The consolidated financial statements include the accounts of Tilly's, Inc. and WOJT. All intercompany accounts and transactions have been eliminated in consolidation. As used in these Notes to the Consolidated Financial Statements, except where the context otherwise requires or where otherwise indicated, the terms "the Company", "we", "our", "us" and "Tillys" refer to Tilly's, Inc. and its subsidiary, WOJT. 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 and thirty-nine week periods ended October 28, 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 nine months ended October 28, 2023 and October 29, 2022 refer to the thirteen and thirty-nine week periods ended as of those dates, respectively.

Stock-Based Compensation - Narrative (Details) $ in Millions	9 Months Ended
	Oct. 28, 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 \| $	$ 5.1
Weighted average recognition period	2 years 8 months 12 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%
Restricted Stock \| Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	2 years
Percentage of awards vesting on grant date	50.00%
Restricted Stock \| Certain Employees
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)	1,116,863

Stock-Based Compensation - Schedule of Stock Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	$ 606	$ 613	$ 1,684	$ 1,764
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	82	100	206	280
Selling, general, and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	$ 524	$ 513	$ 1,478	$ 1,484

Share Repurchase Program	9 Months Ended
Share Repurchase Program	Oct. 28, 2023
Equity [Abstract]
Share Repurchase Program	Share Repurchase Program On March 14, 2022, our Board of Directors authorized a share repurchase program, pursuant to which we were authorized to repurchase up to 2,000,000 shares of our Class A common stock through March 14, 2023, in open market transactions through a broker-dealer at prevailing market prices, in block trades or by any other means in accordance with federal securities laws. During the fiscal year ended January 28, 2023, we repurchased 1,258,330 shares of our Class A common stock at a weighted average price of $8.63 per share for a total of $10.9 million under the program. At January 28, 2023, the remaining repurchase authorization totaled 741,670 shares, which remained unpurchased upon expiration of the program on March 14, 2023.

- Definition

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

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+ Details

Summary of Significant Accounting Policies - Schedule of Operating Lease Liability (Details) $ in Thousands	Oct. 28, 2023 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	$ 18,225
2024	65,028
2025	55,779
2026	44,636
2027	36,891
Thereafter	72,850
Total minimum lease payments	293,409
Less: Amount representing interest	48,829
Present value of operating lease liabilities	244,580
Sublease Income
2023	24
2024	95
2025	99
2026	104
2027	0
Thereafter	0
Total minimum lease payments	322
Related Party
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	1,003
2024	4,085
2025	4,244
2026	4,411
2027	4,167
Thereafter	9,324
Total minimum lease payments	27,234
Less: Amount representing interest	4,105
Present value of operating lease liabilities	23,129
Other
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2023	17,222
2024	60,943
2025	51,535
2026	40,225
2027	32,724
Thereafter	63,526
Total minimum lease payments	266,175
Less: Amount representing interest	44,724
Present value of operating lease liabilities	$ 221,451

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (847)	$ 5,149	$ (13,940)	$ 9,781
Other comprehensive income, net of tax:
Net change in unrealized gain on available-for-sale securities, net of tax	223	73	271	120
Other comprehensive income, net of tax	223	73	271	120
Comprehensive (loss) income	$ (624)	$ 5,222	$ (13,669)	$ 9,901

- 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

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+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Current assets:
Cash and cash equivalents	$ 44,425	$ 73,526	$ 75,786
Marketable securities	49,523	39,753	29,985
Receivables	7,118	9,240	11,352
Merchandise inventories	82,753	62,117	81,589
Prepaid expenses and other current assets	11,816	17,762	16,036
Total current assets	195,635	202,398	214,748
Operating lease assets	216,205	212,845	222,664
Property and equipment, net	49,220	50,635	51,279
Deferred tax assets	13,229	8,497	10,261
Other assets	1,685	1,377	1,488
TOTAL ASSETS	475,974	475,752	500,440
Current liabilities:
Accounts payable	27,025	15,956	30,225
Accrued expenses	14,688	15,889	17,239
Deferred revenue	13,520	16,103	13,859
Accrued compensation and benefits	10,590	8,183	9,756
Current portion of operating lease liabilities	50,063	48,864	50,047
Current portion of operating lease liabilities, related party	3,048	2,839	2,771
Other liabilities	330	470	806
Total current liabilities	119,264	108,304	124,703
Noncurrent portion of operating lease liabilities	171,388	167,913	176,621
Noncurrent portion of operating lease liabilities, related party	20,081	22,388	23,129
Other liabilities	391	349	455
Total long-term liabilities	191,860	190,650	200,205
Total liabilities	311,124	298,954	324,908
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	171,754	170,033	168,749
(Accumulated deficit) Retained earnings	(7,410)	6,530	6,634
Accumulated other comprehensive income	476	205	119
Total stockholders’ equity	164,850	176,798	175,532
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	475,974	475,752	500,440
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,668, 22,562 and 22,537 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

Fair Value Measurements - Narrative (Details) - USD ($)	9 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Oct. 28, 2023	Oct. 29, 2022
Fair Value Disclosures [Abstract]
Non-cash impairment charges	$ 2,600,000	$ 100,000

Summary of Significant Accounting Policies

9 Months Ended

Oct. 28, 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				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Retail stores	$	132,431	$	141,539	$	360,050	$	396,109
E-commerce	34,044		36,308		90,013		95,821
Total net sales	$	166,475	$	177,847	$	450,063	$	491,930

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Mens	35	%	37	%	35	%	37	%
Womens	25	%	25	%	28	%	26	%
Accessories	19	%	19	%	17	%	17	%
Footwear	11	%	11	%	12	%	12	%
Boys	5	%	4	%	4	%	4	%
Girls	5	%	4	%	4	%	4	%
Total net sales	100	%	100	%	100	%	100	%

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Third-party	69	%	69	%	68	%	69	%
Proprietary	31	%	31	%	32	%	31	%
Total net sales	100	%	100	%	100	%	100	%

We accrue for estimated sales returns by customers based on historical sales return results. As of October 28, 2023, January 28, 2023 and October 29, 2022, our reserve for sales returns was $1.5 million, $1.6 million and $1.9 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 $8.8 million, $11.1 million and $8.7 million as of October 28, 2023, January 28, 2023 and October 29, 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 $2.3 million and $2.6 million for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirteen weeks ended October 28, 2023 and October 29, 2022, the opening gift card balance was $9.2 million and $8.9 million, respectively, of which $0.7 million was recognized as revenue in both periods. Revenue recognized from gift cards was $8.6 million and $9.9 million for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirty-nine weeks ended October 28, 2023 and October 29, 2022, the opening gift card balance was $11.1 million and $11.2 million, respectively, of which $4.1 million and $4.6 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 $4.7 million, $5.0 million and $5.2 million as of October 28, 2023, January 28, 2023 and October 29, 2022, respectively. The value of points redeemed through our loyalty program was $2.1 million and $2.2 million for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirteen weeks ended October 28, 2023 and October 29, 2022, the opening loyalty program balance was $4.8 million and $5.3 million, respectively, of which $1.7 million and $1.8 million, respectively, was recognized as revenue during these periods. The value of points redeemed through our loyalty program was $5.8 million and $6.5 million for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirty-nine weeks ended October 28, 2023 and October 29, 2022, the opening loyalty program balance was $5.0 million and $5.9 million, respectively, of which $4.0 million and $4.9 million, respectively, was recognized as revenue during these periods.

Property and Equipment, net

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

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

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


	October 28, 2023		January 28, 2023		October 29, 2022
Leasehold improvements	$	160,072	$	158,511	$	155,640
Furniture and fixtures	47,216		47,571		47,148
Computer hardware and software	46,292		42,903		42,538
Machinery and equipment	34,546		34,263		34,076
Vehicles	2,497		2,190		2,187
Construction in progress	6,156		6,214		7,634
Property and equipment, gross	296,779		291,652		289,223
Accumulated depreciation	(247,559)		(241,017)		(237,944)
Property and equipment, net	$	49,220	$	50,635	$	51,279

Depreciation expense related to property and equipment was $3.1 million and $3.5 million for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. Depreciation expense related to property and equipment was $9.5 million and $10.5 million for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively.

Leases

We conduct all of our retail sales and corporate operations in leased facilities. Lease terms generally range up to 10 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 and thirty-nine week periods ended October 28, 2023 and October 29, 2022 we incurred rent expense of $0.5 million and $1.6 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 (the "LAARUCPI"), not to exceed 7%. 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 and thirty-nine week periods ended October 28, 2023, we incurred rent expense of $0.2 million and $0.5 million, respectively, related to this lease. During the thirteen and thirty-nine week periods ended October 29, 2022, we incurred rent expense of $0.2 million and $0.4 million, respectively, related to this lease. Pursuant to the lease agreement, the lease payment adjusts annually at the greater of 5% or the change in the LAARUCPI. The lease began on June 29, 2012 and 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 and thirty-nine week periods ended October 28, 2023 and October 29, 2022 we incurred rent expense of $0.4 million and $1.1 million, respectively, related to this lease. The lease payment adjusts annually based upon the greater of 5% or the change in the LAARUCPI. 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 October 28, 2023 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2023	$	1,003	$	17,222	$	18,225	$	24
2024	4,085		60,943		65,028		95
2025	4,244		51,535		55,779		99
2026	4,411		40,225		44,636		104
2027	4,167		32,724		36,891		—
Thereafter	9,324		63,526		72,850		—
Total minimum lease payments	27,234		266,175		293,409		322
Less: Amount representing interest	4,105		44,724		48,829		—
Present value of operating lease liabilities	$	23,129	$	221,451	$	244,580	$	322

As of October 28, 2023, additional operating lease contracts that have not yet commenced are $2.4 million. Further, additional operating lease contracts and modifications executed subsequent to the balance sheet date, but prior to the report date, are $1.2 million.

Lease expense for the thirteen and thirty-nine week periods ended October 28, 2023 and October 29, 2022 was as follows (in thousands):


	Thirteen Weeks Ended
	October 28, 2023						October 29, 2022
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	16,748	$	350	$	17,098	$	16,230	$	331	$	16,561
Variable lease expense	4,409		16		4,425		4,274		10		4,284
Total lease expense	$	21,157	$	366	$	21,523	$	20,504	$	341	$	20,845


	Thirty-Nine Weeks Ended
	October 28, 2023						October 29, 2022
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	48,205	$	1,044	$	49,249	$	47,221	$	972	$	48,193
Variable lease expense	15,096		55		15,151		12,285		33		12,318
Total lease expense	$	63,301	$	1,099	$	64,400	$	59,506	$	1,005	$	60,511

Supplemental lease information for the thirty-nine weeks ended October 28, 2023 and October 29, 2022 was as follows:

Thirty-Nine Weeks Ended

October 28, 2023

October 29, 2022

Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)

$53,660

$52,971

Weighted average remaining lease term (in years)

5.5 years

5.8 years

Weighted average interest rate (1)

6.60%

6.32%

(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 $(4.9) million, or 26.0% of pre-tax loss, compared to income tax expense of $3.7 million, or 27.2% of pre-tax income, for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. The decrease in the effective income tax rate was primarily attributable to a decrease in pre-tax income and discrete income tax items associated with stock-based compensation.

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 ("ASU 2019-11") which amends ASU No. 2016-13 Measurement of Credit Losses on Financial Instruments 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 to our trade receivables. The adoption of this accounting standard did not have a material effect on our consolidated financial statements and related disclosures.

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Oct. 28, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Indemnifications, Commitments, and Guarantees During the normal course of business, we have made certain indemnifications, commitments, and guarantees under which we may be required to make payments for certain transactions. These indemnifications include, but are not limited to, those given to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnifications to our directors and officers to the maximum extent permitted under the laws of the state of Delaware. The majority of these indemnifications, commitments, and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make, and their duration may be indefinite. We have not recorded any liability for these indemnifications, commitments, and guarantees in the accompanying Consolidated Balance Sheets. 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 were not engaged in any legal proceedings that are expected, individually or in the aggregate, to have a material adverse effect on our consolidated results of operations or financial position.

Marketable Securities - Investments in Marketable Securities (Details) - USD ($) $ in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	$ 48,874	$ 39,573	$ 29,849
Gross Unrealized Holding Gains	649	180	136
Gross Unrealized Holding Losses	0	0	0
Estimated Fair Value	49,523	39,753	29,985
Commercial paper
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	48,874	29,570	24,789
Gross Unrealized Holding Gains	649	180	136
Gross Unrealized Holding Losses	0	0	0
Estimated Fair Value	$ 49,523	29,750	24,925
Fixed income securities
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost		10,003	5,060
Gross Unrealized Holding Gains		0	0
Gross Unrealized Holding Losses		0	0
Estimated Fair Value		$ 10,003	$ 5,060

(Loss) Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
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	2,098	1,539	2,103	1,418
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	2,098	1,529	2,103	1,408
Restricted Stock
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	10	0	10

Summary of Significant Accounting Policies (Policies)	3 Months Ended	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Oct. 28, 2023	Oct. 28, 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 and thirty-nine week periods ended October 28, 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 nine months ended October 28, 2023 and October 29, 2022 refer to the thirteen and thirty-nine week periods 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.
Property and Equipment, net		Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Equipment is depreciated over five to seven years. Furniture and fixtures are depreciated over five years. Computer software is depreciated over three years. Leasehold improvements and the cost of acquiring leasehold rights are amortized over the lesser of the term of the lease or the estimated useful life of the improvement. The cost of assets sold or retired and the related accumulated depreciation is removed from the accounts with any resulting gain or loss included in net (loss) income in the accompanying Consolidated Statements of Operations. Repairs and maintenance costs are charged directly to expense as incurred. Major renewals, replacements and improvements that substantially extend the useful life of an asset are capitalized and depreciated.
Leases		Leases We conduct all of our retail sales and corporate operations in leased facilities. Lease terms generally range up to 10 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 Taxes Our income tax benefit was $(4.9) million, or 26.0% of pre-tax loss, compared to income tax expense of $3.7 million, or 27.2% of pre-tax income, for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. The decrease in the effective income tax rate was primarily attributable to a decrease in pre-tax income and discrete income tax items associated with stock-based compensation.
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 ("ASU 2019-11") which amends ASU No. 2016-13 Measurement of Credit Losses on Financial Instruments 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 to 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.

+ References + Details

Marketable Securities - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Summary of Investment Holdings [Line Items]
Gains on investments			$ 1,156	$ 230
Commercial paper
Summary of Investment Holdings [Line Items]
Gains on investments	$ 442	$ 109	$ 1,158	$ 174

Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 296,779	$ 291,652	$ 289,223
Accumulated depreciation	(247,559)	(241,017)	(237,944)
Property and equipment, net	49,220	50,635	51,279
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	160,072	158,511	155,640
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	47,216	47,571	47,148
Computer hardware and software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	46,292	42,903	42,538
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	34,546	34,263	34,076
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,497	2,190	2,187
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 6,156	$ 6,214	$ 7,634

Fair Value Measurements - Financial Assets Based on Priority of Inputs to Valuation Technique Instruments (Details) - USD ($) $ in Thousands	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 2022
Money market securities \| Level 1 \| Cash equivalents
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	$ 42,544	$ 51,756	$ 62,848,000
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	0	19,871,000	9,948
Commercial paper \| Level 2 \| Commercial paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	49,523,000	29,750,000	24,925,000
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

Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 28, 2023	Jan. 28, 2023	Oct. 29, 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	0	0
Preferred stock, shares outstanding (in shares)	0	0	0
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,668, 22,562 and 22,537 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)	100,000,000	100,000,000	100,000,000
Common stock, shares issued (in shares)	22,668,000	22,562,000	22,537,000
Common stock, shares outstanding (in shares)	22,668,000	22,562,000	22,537,000
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

Summary of Significant Accounting Policies - Schedule of Revenue Recognition (Details) - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Apr. 30, 2022	Oct. 28, 2023	Oct. 29, 2022	Jan. 29, 2022	Jan. 28, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 166,475,000	$ 177,847,000		$ 450,063,000	$ 491,930,000
Percentage of total net sales	100.00%	100.00%		100.00%	100.00%
SEC schedule, 12-09, valuation allowances and reserves, amount	$ 1,500,000	$ 1,900,000		$ 1,500,000	$ 1,900,000		$ 1,600,000
Contract with customer, liability, revenue recognized, amount Included In opening balance	700,000			4,100,000	4,600,000
Unredeemed awards and accumulated points, expiration period			365 days			365 days
Deferred revenue, period increase (decrease)			$ (500,000)
Deferred revenue	4,700,000	5,200,000		4,700,000	5,200,000		5,000,000
Deferred revenue, revenue recognized	2,100,000	2,200,000		5,800,000	6,500,000
Retail stores
Disaggregation of Revenue [Line Items]
Net sales	132,431,000	141,539,000		360,050,000	396,109,000
E-commerce
Disaggregation of Revenue [Line Items]
Net sales	$ 34,044,000	$ 36,308,000		$ 90,013,000	$ 95,821,000
Mens
Disaggregation of Revenue [Line Items]
Percentage of total net sales	35.00%	37.00%		35.00%	37.00%
Womens
Disaggregation of Revenue [Line Items]
Percentage of total net sales	25.00%	25.00%		28.00%	26.00%
Accessories
Disaggregation of Revenue [Line Items]
Percentage of total net sales	19.00%	19.00%		17.00%	17.00%
Footwear
Disaggregation of Revenue [Line Items]
Percentage of total net sales	11.00%	11.00%		12.00%	12.00%
Boys
Disaggregation of Revenue [Line Items]
Percentage of total net sales	5.00%	4.00%		4.00%	4.00%
Girls
Disaggregation of Revenue [Line Items]
Percentage of total net sales	5.00%	4.00%		4.00%	4.00%
GC Redemption
Disaggregation of Revenue [Line Items]
Contract with customer, liability, current	$ 8,800,000	$ 8,700,000		$ 8,800,000	$ 8,700,000		$ 11,100,000
Revenue recognized from customer liability	2,300,000	2,600,000		8,600,000	9,900,000
Contract with customer, liability, revenue recognized, opening balance	9,200,000	8,900,000		11,100,000	11,200,000
Customer Loyalty Program
Disaggregation of Revenue [Line Items]
Contract with customer, liability, revenue recognized, opening balance	4,800,000	5,300,000		5,000,000	5,900,000
Contract with customer, liability, revenue recognized, amount Included In opening balance	$ 1,700,000	$ 1,800,000		$ 4,000,000	$ 4,900,000
Third-party
Disaggregation of Revenue [Line Items]
Percentage of total net sales	69.00%	69.00%		68.00%	69.00%
Proprietary
Disaggregation of Revenue [Line Items]
Percentage of total net sales	31.00%	31.00%		32.00%	31.00%

Fair Value Measurements - Details of Impairment of Long-Lived Assets (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023 USD ($) store	Oct. 29, 2022 USD ($) store	Oct. 28, 2023 USD ($) store	Oct. 29, 2022 USD ($) store
Fair Value Disclosures [Abstract]
Carrying value of assets with impairment \| $	$ 4,415	$ 1	$ 5,572	$ 14
Fair value of assets impaired \| $	$ 2,740	$ 0	$ 2,941	$ 0
Number of stores tested for impairment \| store	39	8	41	9
Number of stores with impairment \| store	11	1	21	2

Fair Value Measurements (Tables)

9 Months Ended

Oct. 28, 2023

Fair Value Disclosures [Abstract]

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


	October 28, 2023						January 28, 2023						October 29, 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	$	42,544	$	—	$	—	$51,756		$	—	$	—	$62,848		$	—	$	—

Commercial paper	—		—		—		—		19,871		—		—		9,948		—
Marketable securities:
Commercial paper	$	—	$	49,523	$	—	$	—	$	29,750	$	—	$	—	$	24,925	$	—

(1) Excluding cash.

Details of Impairment of Long-Lived Assets

As a result of this assessment, we recorded non-recurring, non-cash impairment charges of $2.6 million and less than $0.1 million in the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively, to write-down the carrying value of certain long-lived store assets and ROU assets to their estimated fair values.


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
	($ in thousands)

Carrying value of assets with impairment	$	4,415	$	1	$	5,572	$	14
Fair value of assets impaired	$	2,740	$	—	$	2,941	$	—
Number of stores tested for impairment	39		8		41		9
Number of stores with impairment	11		1		21		2

Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Oct. 29, 2022	Oct. 29, 2022	Jan. 28, 2023	Mar. 14, 2022
Subsequent Event [Line Items]
Stock repurchase program, number of shares authorized to be repurchased				2,000,000
Taxes paid on short-swing profits disgorgement payment	$ 1,887	$ 10,902	$ 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

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		9 Months Ended
	Oct. 28, 2023 USD ($) ft²	Oct. 29, 2022 USD ($)	Oct. 28, 2023 USD ($) ft²	Oct. 29, 2022 USD ($)	Dec. 01, 2023 USD ($)
Accounting Policies [Line Items]
Depreciation	$ 3,100,000	$ 3,500,000	$ 9,500,000	$ 10,500,000
Lessee terms	10 years		10 years
Lessor, operating lease, not yet commenced, amount	$ 2,400,000		$ 2,400,000
Income tax (benefit) expense	$ (328,000)	1,841,000	$ (4,897,000)	$ 3,656,000
Effective income tax rate reconciliation, percent			26.00%	27.20%
Subsequent Event
Accounting Policies [Line Items]
Lessor, operating lease, not yet commenced, amount					$ 1,200,000
Furniture and fixtures
Accounting Policies [Line Items]
Property and Equipment, useful life			5 years
Computer hardware and software
Accounting Policies [Line Items]
Property and Equipment, useful life			3 years
Minimum \| Machinery and equipment
Accounting Policies [Line Items]
Property and Equipment, useful life			5 years
Maximum \| Machinery and equipment
Accounting Policies [Line Items]
Property and Equipment, useful life			7 years
10 and 12 Whatney, Irvine, California \| Office and warehouse space
Accounting Policies [Line Items]
Area of real estate property \| ft²	172,000		172,000
Operating lease rent expense	$ 500,000	1,600,000	$ 500,000	$ 1,600,000
11 Whatney, Irvine, California \| Office and warehouse space
Accounting Policies [Line Items]
Area of real estate property \| ft²	26,000		26,000
Operating lease rent expense	$ 200,000	200,000	$ 500,000	400,000
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		81,000
Operating lease rent expense	$ 400,000	$ 1,100,000	$ 400,000	$ 1,100,000
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		5,887

(Loss) Earnings Per Share

9 Months Ended

Oct. 28, 2023

Earnings Per Share [Abstract]

(Loss) 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				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Net (loss) income	$	(847)	$	5,149	$	(13,940)	$	9,781
Weighted average basic shares outstanding	29,872		29,894		29,834		30,226
Dilutive effect of in-the-money stock options and RSAs	—		156		—		202
Weighted average shares for diluted earnings per share	29,872		30,050		29,834		30,428
Basic (loss) earnings per share of Class A and Class B common stock	$	(0.03)	$	0.17	$	(0.47)	$	0.32
Diluted (loss) earnings per share of Class A and Class B common stock	$	(0.03)	$	0.17	$	(0.47)	$	0.32

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		Thirty-Nine Weeks Ended
	October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Stock options	2,098	1,529	2,103	1,408
Restricted stock	—	10	—	10
Total	2,098	1,539	2,103	1,418

Marketable Securities (Tables)

9 Months Ended

Oct. 28, 2023

Investments, Debt and Equity Securities [Abstract]

Investments in Marketable Securities

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


	October 28, 2023
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	48,874	$	649	$	—	$	49,523

Total marketable securities	$	48,874	$	649	$	—	$	49,523

	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

	October 29, 2022
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	24,789	$	136	$	—	$	24,925
Fixed income securities	5,060		—		—		5,060
Total marketable securities	$	29,849	$	136	$	—	$	29,985

Gain (Loss) on Investments

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Gains on investments	$	442	$	109	$	1,158	$	174

Marketable Securities

9 Months Ended

Oct. 28, 2023

Investments, Debt and Equity Securities [Abstract]

Marketable Securities

Marketable securities consist 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 October 28, 2023, January 28, 2023 and October 29, 2022 (in thousands):


	October 28, 2023
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	48,874	$	649	$	—	$	49,523

Total marketable securities	$	48,874	$	649	$	—	$	49,523

	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

	October 29, 2022
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	24,789	$	136	$	—	$	24,925
Fixed income securities	5,060		—		—		5,060
Total marketable securities	$	29,849	$	136	$	—	$	29,985

We recognized gains on investments for commercial paper that matured during the thirteen and thirty-nine week periods ended October 28, 2023 and October 29, 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				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Gains on investments	$	442	$	109	$	1,158	$	174

Stock-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - $ / shares	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Share-Based Payment Arrangement [Abstract]
Weighted average grant-date fair value per option granted (in dollars per share)	$ 0	$ 3.82	$ 3.50	$ 4.94
Expected option term		5 years 2 months 12 days	5 years 6 months	5 years 2 months 12 days
Weighted average expected volatility factor	0.00%	58.60%	56.30%	58.60%
Weighted average risk-free interest rate	0.00%	3.60%	4.00%	2.40%
Expected annual dividend yield	0.00%	0.00%	0.00%	0.00%

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Oct. 28, 2023	Nov. 29, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 28, 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	Q3
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		22,667,615
Common Stock (Class B)
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,306,108

Summary of Significant Accounting Policies - Schedule of Lease Expense and Supplemental Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	$ 17,098	$ 16,561	$ 49,249	$ 48,193
Variable lease expense	4,425	4,284	15,151	12,318
Total lease expense	$ 21,523	$ 20,845	64,400	60,511
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)			$ 53,660	$ 52,971
Weighted average remaining lease term (in years)	5 years 6 months	5 years 9 months 18 days	5 years 6 months	5 years 9 months 18 days
Weighted average interest rate	6.60%	6.32%	6.60%	6.32%
Cost of goods sold
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	$ 16,748	$ 16,230	$ 48,205	$ 47,221
Variable lease expense	4,409	4,274	15,096	12,285
Total lease expense	21,157	20,504	63,301	59,506
Selling, general, and administrative
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	350	331	1,044	972
Variable lease expense	16	10	55	33
Total lease expense	$ 366	$ 341	$ 1,099	$ 1,005

Stock-Based Compensation - Summary of Status of Non-Vested Restricted Stock (Details)	9 Months Ended
	Oct. 28, 2023 $ / shares shares
Restricted Stock
Forfeited (in shares) \| shares	(17,505)
Weighted Average Grant-Date Fair Value
Forfeited (in (usd per share) \| $ / shares	$ 6.86
Nonvested
Restricted Stock
Beginning balance(in shares) \| shares	73,484
Granted (in shares) \| shares	73,284
Vested (in shares) \| shares	(41,738)
Ending balance (in shares) \| shares	87,525
Weighted Average Grant-Date Fair Value
Beginning balance (in usd per share) \| $ / shares	$ 8.71
Granted (in usd per share) \| $ / shares	6.55
Vested (in usd per share) \| $ / shares	9.58
Ending balance (in usd per share) \| $ / shares	$ 6.86

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Oct. 28, 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				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Retail stores	$	132,431	$	141,539	$	360,050	$	396,109
E-commerce	34,044		36,308		90,013		95,821
Total net sales	$	166,475	$	177,847	$	450,063	$	491,930

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Mens	35	%	37	%	35	%	37	%
Womens	25	%	25	%	28	%	26	%
Accessories	19	%	19	%	17	%	17	%
Footwear	11	%	11	%	12	%	12	%
Boys	5	%	4	%	4	%	4	%
Girls	5	%	4	%	4	%	4	%
Total net sales	100	%	100	%	100	%	100	%

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Third-party	69	%	69	%	68	%	69	%
Proprietary	31	%	31	%	32	%	31	%
Total net sales	100	%	100	%	100	%	100	%

Lessee, Operating Lease, Liability, Maturity

The maturity of operating lease liabilities and sublease income as of October 28, 2023 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2023	$	1,003	$	17,222	$	18,225	$	24
2024	4,085		60,943		65,028		95
2025	4,244		51,535		55,779		99
2026	4,411		40,225		44,636		104
2027	4,167		32,724		36,891		—
Thereafter	9,324		63,526		72,850		—
Total minimum lease payments	27,234		266,175		293,409		322
Less: Amount representing interest	4,105		44,724		48,829		—
Present value of operating lease liabilities	$	23,129	$	221,451	$	244,580	$	322

Components of Property, Plant and Equipment

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


	October 28, 2023		January 28, 2023		October 29, 2022
Leasehold improvements	$	160,072	$	158,511	$	155,640
Furniture and fixtures	47,216		47,571		47,148
Computer hardware and software	46,292		42,903		42,538
Machinery and equipment	34,546		34,263		34,076
Vehicles	2,497		2,190		2,187
Construction in progress	6,156		6,214		7,634
Property and equipment, gross	296,779		291,652		289,223
Accumulated depreciation	(247,559)		(241,017)		(237,944)
Property and equipment, net	$	49,220	$	50,635	$	51,279

Schedule of Lease Expense and Supplemental Lease Information

Lease expense for the thirteen and thirty-nine week periods ended October 28, 2023 and October 29, 2022 was as follows (in thousands):


	Thirteen Weeks Ended
	October 28, 2023						October 29, 2022
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	16,748	$	350	$	17,098	$	16,230	$	331	$	16,561
Variable lease expense	4,409		16		4,425		4,274		10		4,284
Total lease expense	$	21,157	$	366	$	21,523	$	20,504	$	341	$	20,845


	Thirty-Nine Weeks Ended
	October 28, 2023						October 29, 2022
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	48,205	$	1,044	$	49,249	$	47,221	$	972	$	48,193
Variable lease expense	15,096		55		15,151		12,285		33		12,318
Total lease expense	$	63,301	$	1,099	$	64,400	$	59,506	$	1,005	$	60,511

Supplemental lease information for the thirty-nine weeks ended October 28, 2023 and October 29, 2022 was as follows:

Thirty-Nine Weeks Ended

October 28, 2023

October 29, 2022

Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)

$53,660

$52,971

Weighted average remaining lease term (in years)

5.5 years

5.8 years

Weighted average interest rate (1)

6.60%

6.32%

(Loss) Earnings Per Share (Tables)

9 Months Ended

Oct. 28, 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				Thirty-Nine Weeks Ended
	October 28, 2023		October 29, 2022		October 28, 2023		October 29, 2022
Net (loss) income	$	(847)	$	5,149	$	(13,940)	$	9,781
Weighted average basic shares outstanding	29,872		29,894		29,834		30,226
Dilutive effect of in-the-money stock options and RSAs	—		156		—		202
Weighted average shares for diluted earnings per share	29,872		30,050		29,834		30,428
Basic (loss) earnings per share of Class A and Class B common stock	$	(0.03)	$	0.17	$	(0.47)	$	0.32
Diluted (loss) earnings per share of Class A and Class B common stock	$	(0.03)	$	0.17	$	(0.47)	$	0.32

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		Thirty-Nine Weeks Ended
	October 28, 2023	October 29, 2022	October 28, 2023	October 29, 2022
Stock options	2,098	1,529	2,103	1,408
Restricted stock	—	10	—	10
Total	2,098	1,539	2,103	1,418

(Loss) Earnings Per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Net (loss) income	$ (847)	$ 5,149	$ (13,940)	$ 9,781
Weighted average basic shares outstanding (in shares)	29,872	29,894	29,834	30,226
Dilutive effect of stock options and restricted stock	0	156	0	202
Weighted average shares for diluted earnings per share (in shares)	29,872	30,050	29,834	30,428
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)	$ (0.03)	$ 0.17	$ (0.47)	$ 0.32
Diluted earnings per share of Class A and Class B common stock (in dollars per share)	$ (0.03)	$ 0.17	$ (0.47)	$ 0.32

- Definition

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

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

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Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 28, 2023	Oct. 29, 2022	Oct. 28, 2023	Oct. 29, 2022
Net sales	$ 166,475	$ 177,847	$ 450,063	$ 491,930
Cost of goods sold (includes buying, distribution, and occupancy costs)	116,825	122,346	328,297	338,870
Rent expense, related party	931	918	2,793	2,680
Total cost of goods sold (includes buying, distribution, and occupancy costs)	117,756	123,264	331,090	341,550
Gross profit	48,719	54,583	118,973	150,380
Selling, general and administrative expenses	51,101	48,134	141,035	137,405
Rent expense, related party	134	134	400	400
Total selling, general, and administrative expenses	51,235	48,268	141,435	137,805
Operating (loss) income	(2,516)	6,315	(22,462)	12,575
Other income, net	1,341	675	3,625	862
(Loss) income before income taxes	(1,175)	6,990	(18,837)	13,437
Income tax (benefit) expense	(328)	1,841	(4,897)	3,656
Net (loss) income	$ (847)	$ 5,149	$ (13,940)	$ 9,781
Weighted average basic shares outstanding (in shares)	29,872	29,894	29,834	30,226
Weighted average diluted shares outstanding (in shares)	29,872	30,050	29,834	30,428
Class A and Class B common stock
Basic earnings per share of Class A and Class B common stock (in dollars per share)	$ (0.03)	$ 0.17	$ (0.47)	$ 0.32
Diluted earnings per share of Class A and Class B common stock (in dollars per share)	$ (0.03)	$ 0.17	$ (0.47)	$ 0.32