0001628280-24-050257 | 10-Q | XBRL Viewer

Summary of Significant Accounting Policies - Schedule of Operating Lease Liability (Details) $ in Thousands	Nov. 02, 2024 USD ($)
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2024	$ 17,862
2025	61,652
2026	46,176
2027	37,481
2028	25,712
Thereafter	55,419
Total minimum lease payments	244,302
Less: Amount representing interest	38,553
Present value of operating lease liabilities	205,749
Sublease Income
2024	24
2025	99
2026	105
2027	0
2028	0
Thereafter	0
Total minimum lease payments	228
Related Party
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2024	1,043
2025	4,244
2026	4,411
2027	4,167
2028	2,251
Thereafter	7,073
Total minimum lease payments	23,189
Less: Amount representing interest	3,108
Present value of operating lease liabilities	20,081
Other
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2024	16,819
2025	57,408
2026	41,765
2027	33,314
2028	23,461
Thereafter	48,346
Total minimum lease payments	221,113
Less: Amount representing interest	35,445
Present value of operating lease liabilities	$ 185,668

Summary of Significant Accounting Policies - Schedule of Lease Expense and Supplemental Lease Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	$ 17,187	$ 17,098	$ 51,151	$ 49,249
Variable lease expense	3,411	4,425	11,134	15,151
Total lease expense	$ 20,598	$ 21,523	62,285	64,400
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)			$ 55,024	$ 53,660
Weighted average remaining lease term (in years)	5 years 1 month 6 days	5 years 6 months	5 years 1 month 6 days	5 years 6 months
Weighted average interest rate	6.67%	6.60%	6.67%	6.60%
Lessee terms	10 years	10 years	10 years	10 years
Cost of goods sold
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	$ 16,827	$ 16,748	$ 50,077	$ 48,205
Variable lease expense	3,396	4,409	11,100	15,096
Total lease expense	20,223	21,157	61,177	63,301
Selling, general, and administrative
Lessee, Lease, Description [Line Items]
Fixed operating lease expense	360	350	1,074	1,044
Variable lease expense	15	16	34	55
Total lease expense	$ 375	$ 366	$ 1,108	$ 1,099

Fair Value Measurements - Financial Assets Based on Priority of Inputs to Valuation Technique Instruments (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024	Oct. 28, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities	$ 25,321	$ 48,021	$ 49,523
Cash	900	1,400	1,900
Commercial paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Marketable securities	19,802	44,510	49,523
Level 1 \| Money market securities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	15,484	45,672	42,544,000
Level 1 \| Commercial paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Marketable securities	0	0	0
Level 2 \| Money market securities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Level 2 \| Commercial paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	9,980	0	0
Marketable securities	19,802,000	44,510,000	49,523,000
Level 3 \| Money market securities
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Level 3 \| Commercial paper
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Cash equivalents	0	0	0
Marketable securities	$ 0	$ 0	$ 0

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

Marketable Securities (Tables)

9 Months Ended

Nov. 02, 2024

Investments, Debt and Equity Securities [Abstract]

Investments in Marketable Securities

The following table summarizes our investments in marketable securities at November 2, 2024, February 3, 2024 and October 28, 2023 (in thousands):


	November 2, 2024
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	19,571	$	231	$	—	$	19,802
Fixed income securities	5,519		—		—		5,519
Total marketable securities	$	25,090	$	231	$	—	$	25,321

	February 3, 2024
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	44,072	$	438	$	—	$	44,510
Fixed income securities	3,511		—		—		3,511

Total marketable securities	$	47,583	$	438	$	—	$	48,021

	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

Gain (Loss) on Investments

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Gains on investments	$	573	$	442	$	1,501	$	1,158

Share-Based Compensation - Summary of Status of Non-Vested Restricted Stock (Details) - Nonvested	9 Months Ended
	Nov. 02, 2024 $ / shares shares
Restricted Stock
Beginning balance(in shares) \| shares	87,525
Granted (in shares) \| shares	61,184
Vested (in shares) \| shares	(56,990)
Ending balance (in shares) \| shares	91,719
Weighted Average Grant-Date Fair Value
Beginning balance (in usd per share) \| $ / shares	$ 6.86
Granted (in usd per share) \| $ / shares	5.23
Vested (in usd per share) \| $ / shares	7.02
Ending balance (in usd per share) \| $ / shares	$ 5.67

Marketable Securities

9 Months Ended

Nov. 02, 2024

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 November 2, 2024, February 3, 2024 and October 28, 2023 (in thousands):


	November 2, 2024
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	19,571	$	231	$	—	$	19,802
Fixed income securities	5,519		—		—		5,519
Total marketable securities	$	25,090	$	231	$	—	$	25,321

	February 3, 2024
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	44,072	$	438	$	—	$	44,510
Fixed income securities	3,511		—		—		3,511

Total marketable securities	$	47,583	$	438	$	—	$	48,021

	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

We recognized gains on investments for commercial paper that matured during the thirteen and thirty-nine week periods ended November 2, 2024 and October 28, 2023. 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
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Gains on investments	$	573	$	442	$	1,501	$	1,158

Fair Value Measurements - Details of Impairment of Long-Lived Assets (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024 USD ($) store	Oct. 28, 2023 USD ($) store	Nov. 02, 2024 USD ($) store	Oct. 28, 2023 USD ($) store
Fair Value Disclosures [Abstract]
Carrying value of assets with impairment \| $	$ 7,711	$ 4,415	$ 16,941	$ 5,572
Fair value of assets impaired \| $	$ 6,605	$ 2,740	$ 13,336	$ 2,941
Number of stores tested for impairment \| store	62	39	65	41
Number of stores with impairment \| store	16	11	29	21

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Nov. 02, 2024
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.

Share-Based Compensation - Narrative (Details) $ in Millions	9 Months Ended
	Nov. 02, 2024 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 \| $	$ 4.4
Weighted average recognition period	2 years 6 months
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Expiration period	10 years
Stock options \| Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Stock options \| Tranche Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Stock options \| Tranche Three
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
Stock options \| 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)	996,467

Share-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - $ / shares	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Share-Based Payment Arrangement [Abstract]
Weighted average grant-date fair value per option granted (in dollars per share)	$ 2.62	$ 0	$ 3.63	$ 3.50
Expected option term	5 years 4 months 24 days		5 years 7 months 6 days	5 years 6 months
Weighted average expected volatility factor	55.30%	0.00%	54.80%	56.30%
Weighted average risk-free interest rate	3.50%	0.00%	4.30%	4.00%
Expected annual dividend yield	0.00%	0.00%	0.00%	0.00%

Asset-Backed Credit Agreement	9 Months Ended
Asset-Backed Credit Agreement	Nov. 02, 2024
Debt Disclosure [Abstract]
Asset-Backed Credit Agreement	Asset-Backed 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 previous senior secured 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 our 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). Beginning April 27, 2024, 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. In connection with the entry into the Credit Agreement, on April 27, 2023, we entered into certain ancillary agreements including (i) a security agreement in favor of the Bank, and (ii) a guarantee by us in favor of the Bank. As of November 2, 2024, 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 $2.0 million irrevocable standby letter of credit.

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Net Loss Per Share (Tables)

9 Months Ended

Nov. 02, 2024

Earnings Per Share [Abstract]

Components of Basic and Diluted Earnings Per Share

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Net loss	$	(12,875)	$	(847)	$	(32,565)	$	(13,940)
Weighted average basic shares outstanding	30,060		29,872		30,017		29,834
Dilutive effect of in-the-money stock options and RSAs	—		—		—		—
Weighted average shares for diluted net loss per share	30,060		29,872		30,017		29,834
Basic net loss per share of Class A and Class B common stock	$	(0.43)	$	(0.03)	$	(1.08)	$	(0.47)
Diluted net loss per share of Class A and Class B common stock	$	(0.43)	$	(0.03)	$	(1.08)	$	(0.47)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	November 2, 2024	October 28, 2023	November 2, 2024	October 28, 2023
Stock options	2,151	2,098	2,149	2,103
Restricted stock	31	—	—	—
Total	2,182	2,098	2,149	2,103

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Net sales	$ 143,442	$ 166,475	$ 422,165	$ 450,063
Cost of goods sold (includes buying, distribution, and occupancy costs)	105,314	116,825	307,939	328,297
Rent expense, related party	931	931	2,796	2,793
Total cost of goods sold (includes buying, distribution, and occupancy costs)	106,245	117,756	310,735	331,090
Gross profit	37,197	48,719	111,430	118,973
Selling, general and administrative expenses	51,118	51,101	146,734	141,035
Rent expense, related party	133	134	397	400
Total selling, general, and administrative expenses	51,251	51,235	147,131	141,435
Operating loss	(14,054)	(2,516)	(35,701)	(22,462)
Other income, net	1,174	1,341	3,114	3,625
Loss before income taxes	(12,880)	(1,175)	(32,587)	(18,837)
Income tax benefit	(5)	(328)	(22)	(4,897)
Net loss	$ (12,875)	$ (847)	$ (32,565)	$ (13,940)
Weighted average basic shares outstanding (in shares)	30,060	29,872	30,017	29,834
Weighted average diluted shares outstanding (in shares)	30,060	29,872	30,017	29,834
Class A and Class B common stock
Basic net loss per share of Class A and Class B common stock (in dollars per share)	$ (0.43)	$ (0.03)	$ (1.08)	$ (0.47)
Diluted net loss per share of Class A and Class B common stock (in dollars per share)	$ (0.43)	$ (0.03)	$ (1.08)	$ (0.47)

Summary of Significant Accounting Policies

9 Months Ended

Nov. 02, 2024

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 February 3, 2024.

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 ("e-com") net 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-com (in thousands):


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Retail stores	$	111,253	$	132,431	$	336,409	$	360,050
E-com	32,189		34,044		85,756		90,013
Total net sales	$	143,442	$	166,475	$	422,165	$	450,063

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Mens	35	%	35	%	34	%	35	%
Womens	25	%	25	%	29	%	28	%
Accessories	19	%	19	%	16	%	17	%
Footwear	12	%	11	%	12	%	12	%
Boys	5	%	5	%	5	%	4	%
Girls	4	%	5	%	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
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Third-party	68	%	69	%	67	%	68	%
Proprietary	32	%	31	%	33	%	32	%
Total net sales	100	%	100	%	100	%	100	%

We accrue for estimated sales returns by customers based on historical sales return results. As of November 2, 2024, February 3, 2024 and October 28, 2023, our reserve for sales returns was $1.2 million, $1.3 million and $1.5 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 $8.6 million, $10.2 million and $8.8 million as of November 2, 2024, February 3, 2024 and October 28, 2023, 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 $2.0 million and $2.3 million for the thirteen weeks ended November 2, 2024 and October 28, 2023, respectively. For the thirteen weeks ended November 2, 2024 and October 28, 2023, the opening gift card balance was $8.8 million and $9.2 million, respectively, of which $0.5 million and $0.7 million, respectively, were recognized as revenue during these periods. Revenue recognized from gift cards was $7.2 million and $8.6 million for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively. For the thirty-nine weeks ended November 2, 2024 and October 28, 2023, the opening gift card balance was $10.2 million and $11.1 million, respectively, of which $3.3 million and $4.1 million, respectively, were recognized as revenue during these periods.

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. Unredeemed awards and accumulated partial points expire 365 days after the customer's original purchase date. 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 as of November 2, 2024, February 3, 2024 and October 28, 2023. The

value of points redeemed through our loyalty program was $1.7 million and $2.1 million for the thirteen-weeks ended November 2, 2024 and October 28, 2023, respectively. For the thirteen weeks ended November 2, 2024 and October 28, 2023, the opening loyalty program balance was $4.8 million and $4.8 million, respectively, of which $1.7 million was recognized as revenue during both of these periods. The value of points redeemed through our loyalty program was $5.4 million and $5.8 million for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively. For the thirty-nine weeks ended November 2, 2024 and October 28, 2023, the opening loyalty program balance was $4.7 million and $5.0 million, respectively, of which $3.6 million and $4.0 million, respectively, were 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 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 November 2, 2024, February 3, 2024 and October 28, 2023, property and equipment consisted of the following (in thousands):


	November 2, 2024		February 3, 2024		October 28, 2023
Leasehold improvements	$	160,152	$	160,572	$	160,072
Computer hardware and software	51,653		47,003		46,292
Furniture and fixtures	46,370		46,747		47,216
Machinery and equipment	34,663		34,693		34,546
Vehicles	2,265		2,508		2,497
Construction in progress	3,967		4,638		6,156
Property and equipment, gross	299,070		296,161		296,779
Accumulated depreciation	(256,467)		(248,098)		(247,559)
Property and equipment, net	$	42,603	$	48,063	$	49,220

Depreciation expense related to property and equipment was $3.3 million and $3.1 million for the thirteen-weeks ended November 2, 2024 and October 28, 2023, respectively. Depreciation expense related to property and equipment was $9.6 million and $9.5 million for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, 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 a single lease cost, with such cost allocated over the lease term, on a straight-line basis. We do not record any leases with terms of 12 months or less as operating lease assets or operating lease liabilities, these are instead expensed as incurred. 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.

Our operating leases typically include non-lease components such as common-area maintenance costs, utilities, and other maintenance costs. We have elected to include non-lease components with the lease payments for the purpose of calculating the lease right-of-use assets and liabilities to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments.

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 November 2, 2024 and October 28, 2023 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 each of the thirteen and thirty-nine week periods ended November 2, 2024 and October 28, 2023 we incurred rent expense of $0.2 million and $0.5 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-com distribution center. During each of the thirteen and thirty-nine week periods ended November 2, 2024 and October 28, 2023 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. During the thirteen-week periods ended November 2, 2024 and October 28, 2023 we recorded sublease income of $23.4 thousand and $22.3 thousand, respectively, related to this lease. During the thirty-nine week periods ended November 2, 2024 and October 28, 2023 we recorded sublease income of $70.1 thousand and $66.8 thousand, respectively. 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 November 2, 2024 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2024	$	1,043	$	16,819	$	17,862	$	24
2025	4,244		57,408		61,652		99
2026	4,411		41,765		46,176		105
2027	4,167		33,314		37,481		—
2028	2,251		23,461		25,712		—
Thereafter	7,073		48,346		55,419		—
Total minimum lease payments	23,189		221,113		244,302		228
Less: Amount representing interest	3,108		35,445		38,553		—
Present value of operating lease liabilities	$	20,081	$	185,668	$	205,749	$	228

As of November 2, 2024, additional operating lease liabilities that had not yet commenced were $1.2 million.

Lease expense for the thirteen and thirty-nine week periods ended November 2, 2024 and October 28, 2023 was as follows (in thousands):


	Thirteen Weeks Ended
	November 2, 2024						October 28, 2023
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	16,827	$	360	$	17,187	$	16,748	$	350	$	17,098
Variable lease expense	3,396		15		3,411		4,409		16		4,425
Total lease expense	$	20,223	$	375	$	20,598	$	21,157	$	366	$	21,523


	Thirty-Nine Weeks Ended
	November 2, 2024						October 28, 2023
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	50,077	$	1,074	$	51,151	$	48,205	$	1,044	$	49,249
Variable lease expense	11,100		34		11,134		15,096		55		15,151
Total lease expense	$	61,177	$	1,108	$	62,285	$	63,301	$	1,099	$	64,400

Supplemental lease information for the thirty-nine weeks ended November 2, 2024 and October 28, 2023 was as follows:

Thirty-Nine Weeks Ended

November 2, 2024

October 28, 2023

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

$55,024

$53,660

Weighted average remaining lease term (in years)

5.1 years

5.5 years

Weighted average interest rate (1)

6.67%

6.60%

(1) Since our leases do not provide an implicit rate, we used our incremental borrowing rate ("IBR") at lease inception, or lease modification, in determining the present value of future minimum payments. In determining an appropriate IBR, our assumptions included the use of a consistent discount rate for a portfolio of leases entered into at varying dates, the full 10-year term of the lease, excluding any options, and the total minimum lease payments.

Income Taxes

Our effective income tax rate was 0.1% of pre-tax loss, compared to 26.0% of pre-tax loss, for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively. Our effective income tax rate was significantly different than the statutory tax rate due to the continuing impact of a full, non-cash deferred tax asset valuation allowance.

New Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU No. 2023-07"), Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amended Topic 280. The amendments in this update enhance segment reporting by expanding the breadth and frequency of segment disclosures required by public entities. ASU 2023-07 requires public entities to disclose factors used to identify the entities' reportable segments, how the Chief Operating Decision Maker (“CODM”) uses the reported measure(s) of a segment's profit or loss to assess segment performance and decide how to allocate resources, significant expenses regularly provided to the CODM and included within the reported measure(s) of a segment's profit or loss, types of products and services from which each reportable segment derives its revenues, and the title and position of the CODM. The new standard is effective for public entities with fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and is required to be adopted retrospectively for all prior periods presented in the consolidated financial statements. Other than the new disclosure requirements, the adoption of this guidance will not have a significant impact on the Company's consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted and should be applied prospectively with the option of retrospective application. We are currently evaluating the impact of this guidance on our consolidated financial statements.

Cover - shares	9 Months Ended
Cover - shares	Nov. 02, 2024	Dec. 04, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Nov. 02, 2024
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	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001524025
Current Fiscal Year End Date	--02-01
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		22,845,799
Common Stock (Class B)
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		7,306,108

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Nov. 02, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Common Stock (Class A) Common Stock	Common Stock (Class B) Common Stock
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	(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)						49,000
Employee stock option exercises	210		210
Taxes paid on short-swing profits disgorgement payment	(173)		(173)
Net change in unrealized (loss) 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	(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 (loss) 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
Beginning balance (in shares) at Feb. 03, 2024						22,714,000	7,306,000
Beginning balance at Feb. 03, 2024	144,869	30	172,478	(27,962)	323
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(32,565)			(32,565)
Restricted stock (in shares)						61,000
Share-based compensation expense	$ 1,744		1,744
Employee exercises of stock options (in shares)	71,066					71,000
Employee stock option exercises	$ 294		294
Net change in unrealized (loss) gain on available-for-sale securities	(31)				(31)
Ending balance (in shares) at Nov. 02, 2024						22,846,000	7,306,000
Ending balance at Nov. 02, 2024	114,311	30	174,516	(60,527)	292
Beginning balance (in shares) at Aug. 03, 2024						22,846,000	7,306,000
Beginning balance at Aug. 03, 2024	126,773	30	173,939	(47,652)	456
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(12,875)			(12,875)
Share-based compensation expense	577		577
Net change in unrealized (loss) gain on available-for-sale securities	(164)				(164)
Ending balance (in shares) at Nov. 02, 2024						22,846,000	7,306,000
Ending balance at Nov. 02, 2024	$ 114,311	$ 30	$ 174,516	$ (60,527)	$ 292

Share-Based Compensation (Tables)

9 Months Ended

Nov. 02, 2024

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 November 2, 2024 (aggregate intrinsic value in thousands):


	Stock Options	Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value (1)
Outstanding at February 3, 2024	2,447,247	$	8.34
Granted	536,000	$	6.66
Exercised	(71,066)	$	4.13
Forfeited	(69,625)	$	7.29
Expired	(444,005)	$	10.37
Outstanding at November 2, 2024	2,398,551	$	7.75	7.5	$	—
Exercisable at November 2, 2024	1,103,301	$	8.54	5.9	$	—

(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 $3.94 at November 2, 2024.

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 November 2, 2024 and October 28, 2023 were estimated on the grant date using the following assumptions:


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	November 2, 2024			October 28, 2023			November 2, 2024			October 28, 2023
Weighted average grant-date fair value per option granted	$	2.62		$	—		$	3.63		$	3.50
Expected option term (1)	5.4 years			—			5.6 years			5.5 years
Weighted average expected volatility factor (2)	55.3		%	—		%	54.8		%	56.3		%
Weighted average risk-free interest rate (3)	3.5		%	—		%	4.3		%	4.0		%
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 Credit Agreement, we were 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 November 2, 2024, and the changes since February 3, 2024:


	Restricted Stock	Weighted Average Grant-Date Fair Value
Nonvested at February 3, 2024	87,525	$	6.86
Granted	61,184	5.23
Vested	(56,990)	7.02

Nonvested at November 2, 2024	91,719	$	5.67

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
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Cost of goods sold	$	77	$	82	$	254	$	206
Selling, general, and administrative	500		524		1,490		1,478
Total share-based compensation	$	577	$	606	$	1,744	$	1,684

Marketable Securities - Investments in Marketable Securities (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024	Oct. 28, 2023
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	$ 25,090	$ 47,583	$ 48,874
Gross Unrealized Holding Gains	231	438	649
Gross Unrealized Holding Losses	0	0	0
Estimated Fair Value	25,321	48,021	49,523
Commercial paper
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	19,571	44,072	48,874
Gross Unrealized Holding Gains	231	438	649
Gross Unrealized Holding Losses	0	0	0
Estimated Fair Value	19,802	44,510	$ 49,523
Fixed income securities
Financial Instruments And Marketable Securities [Line Items]
Cost or Amortized Cost	5,519	3,511
Gross Unrealized Holding Gains	0	0
Gross Unrealized Holding Losses	0	0
Estimated Fair Value	$ 5,519	$ 3,511

Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Nov. 02, 2024	Oct. 28, 2023
Cash flows from operating activities:
Net loss	$ (32,565,000)	$ (13,940,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	9,586,000	9,547,000
Share-based compensation expense	1,744,000	1,684,000
Impairment of assets	3,605,000	2,631,000
(Gain) loss on disposal of assets	(45,000)	2,000
Gain on maturities of marketable securities	(1,449,000)	(1,156,000)
Deferred income taxes	0	(4,732,000)
Changes in operating assets and liabilities:
Receivables	611,000	4,196,000
Merchandise inventories	(29,322,000)	(20,636,000)
Prepaid expenses and other assets	900,000	5,980,000
Accounts payable	18,047,000	11,033,000
Accrued expenses	(159,000)	106,000
Accrued compensation and benefits	(1,775,000)	2,407,000
Operating lease liabilities	(5,422,000)	(4,545,000)
Deferred revenue	(1,624,000)	(2,583,000)
Other liabilities	(335,000)	(452,000)
Net cash used in operating activities	(38,203,000)	(10,458,000)
Cash flows from investing activities:
Purchases of marketable securities	(59,557,000)	(88,146,000)
Purchases of property and equipment	(6,678,000)	(10,543,000)
Proceeds from maturities of marketable securities	83,500,000	80,000,000
Proceeds from sale of property and equipment	24,000	9,000
Net cash provided by (used in) investing activities	17,289,000	(18,680,000)
Cash flows from financing activities:
Taxes paid on short-swing profits disgorgement payment	0	(173,000)
Proceeds from exercise of stock options	294,000	210,000
Net cash provided by financing activities	294,000	37,000
Change in cash and cash equivalents	(20,620,000)	(29,101,000)
Cash and cash equivalents, beginning of period	47,027,000	73,526,000
Cash and cash equivalents, end of period	26,407,000	44,425,000
Supplemental disclosures of cash flow information:
Income taxes paid (refunded)	71,000	(6,429,000)
Supplemental disclosure of non-cash activities:
Unpaid purchases of property and equipment	953,000	2,022,000
Operating lease liabilities arising from obtaining operating lease assets	$ 19,431	$ 44,246

Fair Value Measurements (Tables)

9 Months Ended

Nov. 02, 2024

Fair Value Disclosures [Abstract]

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

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


	November 2, 2024						February 3, 2024						October 28, 2023
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents (1):
Money market securities	$	15,484	$	—	$	—	$45,672		$	—	$	—	$42,544		$	—	$	—

Commercial paper	—		9,980		—		—		—		—		—		—		—
Marketable securities:
Commercial paper	$	—	$	19,802	$	—	$	—	$	44,510	$	—	$	—	$	49,523	$	—

(1) Excludes cash of $0.9 million, $1.4 million and $1.9 million as of November 2, 2024, February 3, 2024 and October 28, 2023, respectively.

Details of Impairment of Long-Lived Assets

As a result of this assessment, we recorded non-recurring, non-cash impairment charges of $3.6 million and $2.6 million in the thirty-nine weeks ended November 2, 2024 and October 28, 2023, 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
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
	($ in thousands)

Carrying value of assets with impairment	$	7,711	$	4,415	$	16,941	$	5,572
Fair value of assets impaired	$	6,605	$	2,740	$	13,336	$	2,941
Number of stores tested for impairment	62		39		65		41
Number of stores with impairment	16		11		29		21

Net Loss Per Share

9 Months Ended

Nov. 02, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

Loss 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 net loss per share were as follows (in thousands, except per share amounts):


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Net loss	$	(12,875)	$	(847)	$	(32,565)	$	(13,940)
Weighted average basic shares outstanding	30,060		29,872		30,017		29,834
Dilutive effect of in-the-money stock options and RSAs	—		—		—		—
Weighted average shares for diluted net loss per share	30,060		29,872		30,017		29,834
Basic net loss per share of Class A and Class B common stock	$	(0.43)	$	(0.03)	$	(1.08)	$	(0.47)
Diluted net loss per share of Class A and Class B common stock	$	(0.43)	$	(0.03)	$	(1.08)	$	(0.47)


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	November 2, 2024	October 28, 2023	November 2, 2024	October 28, 2023
Stock options	2,151	2,098	2,149	2,103
Restricted stock	31	—	—	—
Total	2,182	2,098	2,149	2,103

Marketable Securities - Gains on Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Investments, Debt and Equity Securities [Abstract]
Gains on investments	$ 573	$ 442	$ 1,501	$ 1,158

Consolidated Balance Sheets (Parenthetical) - $ / shares	Nov. 02, 2024	Feb. 03, 2024	Oct. 28, 2023
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; 22,846, 22,714 and 22,668 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)	22,846,000	22,714,000	22,668,000
Common stock, shares outstanding (in shares)	22,846,000	22,714,000	22,668,000
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

Consolidated Balance Sheets - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024	Oct. 28, 2023
Current assets:
Cash and cash equivalents	$ 26,407	$ 47,027	$ 44,425
Marketable securities	25,321	48,021	49,523
Receivables	6,136	5,947	7,118
Merchandise inventories	92,481	63,159	82,753
Prepaid expenses and other current assets	11,781	11,905	11,816
Total current assets	162,126	176,059	195,635
Operating lease assets	181,117	203,825	216,205
Property and equipment, net	42,603	48,063	49,220
Deferred tax assets, net	0	0	13,229
Other assets	1,424	1,598	1,685
TOTAL ASSETS	387,270	429,545	475,974
Current liabilities:
Accounts payable	32,577	14,506	27,025
Accrued expenses	12,771	13,063	14,688
Deferred revenue	13,333	14,957	13,520
Accrued compensation and benefits	8,127	9,902	10,590
Current portion of operating lease liabilities	49,944	48,672	50,063
Current portion of operating lease liabilities, related party	3,345	3,121	3,048
Other liabilities	210	336	330
Total current liabilities	120,307	104,557	119,264
Noncurrent portion of operating lease liabilities	135,724	160,531	171,388
Noncurrent portion of operating lease liabilities, related party	16,736	19,267	20,081
Other liabilities	192	321	391
Total long-term liabilities	152,652	180,119	191,860
Total liabilities	272,959	284,676	311,124
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	174,516	172,478	171,754
Accumulated deficit	(60,527)	(27,962)	(7,410)
Accumulated other comprehensive income	292	323	476
Total stockholders’ equity	114,311	144,869	164,850
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	387,270	429,545	475,974
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,846, 22,714 and 22,668 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

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Nov. 02, 2024
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 November 2, 2024 are not necessarily indicative of results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 ("fiscal 2023").
Fiscal Periods	Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2024 refer to the fiscal year ending February 1, 2025. References to the fiscal quarters or first nine months ended November 2, 2024 and October 28, 2023 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 ("e-com") net 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 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 a single lease cost, with such cost allocated over the lease term, on a straight-line basis. We do not record any leases with terms of 12 months or less as operating lease assets or operating lease liabilities, these are instead expensed as incurred. 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. Our operating leases typically include non-lease components such as common-area maintenance costs, utilities, and other maintenance costs. We have elected to include non-lease components with the lease payments for the purpose of calculating the lease right-of-use assets and liabilities to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments.
Income Taxes	Income Taxes Our effective income tax rate was 0.1% of pre-tax loss, compared to 26.0% of pre-tax loss, for the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively. Our effective income tax rate was significantly different than the statutory tax rate due to the continuing impact of a full, non-cash deferred tax asset valuation allowance.
New Accounting Standards Not Yet Adopted	New Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU No. 2023-07"), Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amended Topic 280. The amendments in this update enhance segment reporting by expanding the breadth and frequency of segment disclosures required by public entities. ASU 2023-07 requires public entities to disclose factors used to identify the entities' reportable segments, how the Chief Operating Decision Maker (“CODM”) uses the reported measure(s) of a segment's profit or loss to assess segment performance and decide how to allocate resources, significant expenses regularly provided to the CODM and included within the reported measure(s) of a segment's profit or loss, types of products and services from which each reportable segment derives its revenues, and the title and position of the CODM. The new standard is effective for public entities with fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and is required to be adopted retrospectively for all prior periods presented in the consolidated financial statements. Other than the new disclosure requirements, the adoption of this guidance will not have a significant impact on the Company's consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted and should be applied prospectively with the option of retrospective application. We are currently evaluating the impact of this guidance on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40): Reporting Comprehensive Income - Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses, ("ASU 2024-03"). ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory, employee compensation, and depreciation and amortization. This new standard is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

- 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

Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024	Oct. 28, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 299,070	$ 296,161	$ 296,779
Accumulated depreciation	(256,467)	(248,098)	(247,559)
Property and equipment, net	42,603	48,063	49,220
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	160,152	160,572	160,072
Computer hardware and software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	51,653	47,003	46,292
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	46,370	46,747	47,216
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	34,663	34,693	34,546
Vehicles
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,265	2,508	2,497
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,967	$ 4,638	$ 6,156

Net Loss 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
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Net loss	$ (12,875)	$ (847)	$ (32,565)	$ (13,940)
Weighted average basic shares outstanding (in shares)	30,060	29,872	30,017	29,834
Dilutive effect of stock options and restricted stock	0	0	0	0
Weighted average shares for diluted earnings per share (in shares)	30,060	29,872	30,017	29,834
Class A and Class B common stock
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items]
Basic net loss per share of Class A and Class B common stock (in dollars per share)	$ (0.43)	$ (0.03)	$ (1.08)	$ (0.47)
Diluted net loss per share of Class A and Class B common stock (in dollars per share)	$ (0.43)	$ (0.03)	$ (1.08)	$ (0.47)

- 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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- Definition

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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- 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

Summary of Significant Accounting Policies - Schedule of Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023	Aug. 03, 2024	Feb. 03, 2024	Jul. 29, 2023	Jan. 28, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 143,442	$ 166,475	$ 422,165	$ 450,063
Percentage of total net sales	100.00%	100.00%	100.00%	100.00%
SEC schedule, 12-09, valuation allowances and reserves, amount	$ 1,200	$ 1,500	$ 1,200	$ 1,500		$ 1,300
Customer liability/deferred revenue	13,333	13,520	13,333	13,520		14,957
Retail stores
Disaggregation of Revenue [Line Items]
Net sales	111,253	132,431	336,409	360,050
E-com
Disaggregation of Revenue [Line Items]
Net sales	$ 32,189	$ 34,044	$ 85,756	$ 90,013
Mens
Disaggregation of Revenue [Line Items]
Percentage of total net sales	35.00%	35.00%	34.00%	35.00%
Womens
Disaggregation of Revenue [Line Items]
Percentage of total net sales	25.00%	25.00%	29.00%	28.00%
Accessories
Disaggregation of Revenue [Line Items]
Percentage of total net sales	19.00%	19.00%	16.00%	17.00%
Footwear
Disaggregation of Revenue [Line Items]
Percentage of total net sales	12.00%	11.00%	12.00%	12.00%
Boys
Disaggregation of Revenue [Line Items]
Percentage of total net sales	5.00%	5.00%	5.00%	4.00%
Girls
Disaggregation of Revenue [Line Items]
Percentage of total net sales	4.00%	5.00%	4.00%	4.00%
GC Redemption
Disaggregation of Revenue [Line Items]
Customer liability/deferred revenue	$ 8,600	$ 8,800	$ 8,600	$ 8,800		10,200
Breakage
Disaggregation of Revenue [Line Items]
Customer liability/deferred revenue					$ 8,800	10,200	$ 9,200	$ 11,100
Revenue recognized	2,000	2,300	7,200	8,600
Revenue recognized from customer liability	500	700	3,300	4,100
Customer Loyalty Program
Disaggregation of Revenue [Line Items]
Customer liability/deferred revenue	4,700		4,700		$ 4,800	$ 4,700	$ 4,800	$ 5,000
Revenue recognized	$ 1,700	$ 2,100	5,400	5,800
Revenue recognized from customer liability			$ 3,600	$ 4,000
Unredeemed awards and accumulated points, expiration period			365 days
Third-party
Disaggregation of Revenue [Line Items]
Percentage of total net sales	68.00%	69.00%	67.00%	68.00%
Proprietary
Disaggregation of Revenue [Line Items]
Percentage of total net sales	32.00%	31.00%	33.00%	32.00%

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Nov. 02, 2024

Accounting Policies [Abstract]

Disaggregation of Revenue

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Retail stores	$	111,253	$	132,431	$	336,409	$	360,050
E-com	32,189		34,044		85,756		90,013
Total net sales	$	143,442	$	166,475	$	422,165	$	450,063

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


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Mens	35	%	35	%	34	%	35	%
Womens	25	%	25	%	29	%	28	%
Accessories	19	%	19	%	16	%	17	%
Footwear	12	%	11	%	12	%	12	%
Boys	5	%	5	%	5	%	4	%
Girls	4	%	5	%	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
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Third-party	68	%	69	%	67	%	68	%
Proprietary	32	%	31	%	33	%	32	%
Total net sales	100	%	100	%	100	%	100	%

Lessee, Operating Lease, Liability, Maturity

The maturity of operating lease liabilities and sublease income as of November 2, 2024 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2024	$	1,043	$	16,819	$	17,862	$	24
2025	4,244		57,408		61,652		99
2026	4,411		41,765		46,176		105
2027	4,167		33,314		37,481		—
2028	2,251		23,461		25,712		—
Thereafter	7,073		48,346		55,419		—
Total minimum lease payments	23,189		221,113		244,302		228
Less: Amount representing interest	3,108		35,445		38,553		—
Present value of operating lease liabilities	$	20,081	$	185,668	$	205,749	$	228

Components of Property, Plant and Equipment

At November 2, 2024, February 3, 2024 and October 28, 2023, property and equipment consisted of the following (in thousands):


	November 2, 2024		February 3, 2024		October 28, 2023
Leasehold improvements	$	160,152	$	160,572	$	160,072
Computer hardware and software	51,653		47,003		46,292
Furniture and fixtures	46,370		46,747		47,216
Machinery and equipment	34,663		34,693		34,546
Vehicles	2,265		2,508		2,497
Construction in progress	3,967		4,638		6,156
Property and equipment, gross	299,070		296,161		296,779
Accumulated depreciation	(256,467)		(248,098)		(247,559)
Property and equipment, net	$	42,603	$	48,063	$	49,220

Schedule of Lease Expense and Supplemental Lease Information

Lease expense for the thirteen and thirty-nine week periods ended November 2, 2024 and October 28, 2023 was as follows (in thousands):


	Thirteen Weeks Ended
	November 2, 2024						October 28, 2023
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	16,827	$	360	$	17,187	$	16,748	$	350	$	17,098
Variable lease expense	3,396		15		3,411		4,409		16		4,425
Total lease expense	$	20,223	$	375	$	20,598	$	21,157	$	366	$	21,523


	Thirty-Nine Weeks Ended
	November 2, 2024						October 28, 2023
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	50,077	$	1,074	$	51,151	$	48,205	$	1,044	$	49,249
Variable lease expense	11,100		34		11,134		15,096		55		15,151
Total lease expense	$	61,177	$	1,108	$	62,285	$	63,301	$	1,099	$	64,400

Supplemental lease information for the thirty-nine weeks ended November 2, 2024 and October 28, 2023 was as follows:

Thirty-Nine Weeks Ended

November 2, 2024

October 28, 2023

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

$55,024

$53,660

Weighted average remaining lease term (in years)

5.1 years

5.5 years

Weighted average interest rate (1)

6.67%

6.60%

Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended		9 Months Ended
	Nov. 02, 2024 USD ($) ft²	Oct. 28, 2023 USD ($)	Nov. 02, 2024 USD ($) ft² lease	Oct. 28, 2023 USD ($)
Accounting Policies [Line Items]
Depreciation	$ 3,300,000	$ 3,100,000	$ 9,600,000	$ 9,500,000
Lessee terms	10 years	10 years	10 years	10 years
Number of options to renew (or more than) \| lease			1
Operating lease, not yet commenced, amount	$ 1,200,000		$ 1,200,000
Effective income tax rate reconciliation, percent			0.10%	26.00%
Furniture and fixtures
Accounting Policies [Line Items]
Property and equipment, useful life	5 years		5 years
Computer hardware and software
Accounting Policies [Line Items]
Property and equipment, useful life	3 years		3 years
Minimum \| Machinery and equipment
Accounting Policies [Line Items]
Property and equipment, useful life	5 years		5 years
Maximum \| Machinery and equipment
Accounting Policies [Line Items]
Property and equipment, useful life	7 years		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	$ 500,000	$ 1,600,000	$ 1,600,000
10 and 12 Whatney, Irvine, California \| Maximum \| Office and warehouse space
Accounting Policies [Line Items]
Annual lease adjustment rate (percent)			7.00%
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	500,000
11 Whatney, Irvine, California \| Minimum \| Office and warehouse space
Accounting Policies [Line Items]
Annual lease adjustment rate (percent)			5.00%
17 Pasteur, Irvine, California \| Office and warehouse space \| Affiliated Entity
Accounting Policies [Line Items]
Area of real estate property \| ft²	81,000		81,000
Operating lease rent expense	$ 400,000	400,000	$ 1,100,000	1,100,000
17 Pasteur, Irvine, California \| Office and warehouse space \| Affiliated Entity \| Related Party
Accounting Policies [Line Items]
Area of real estate property \| ft²	5,887		5,887
Sublease income	$ 23,400	$ 22,300	$ 70,100	$ 66,800
Sublease, term of contract			5 years
17 Pasteur, Irvine, California \| Minimum \| Office and warehouse space \| Affiliated Entity
Accounting Policies [Line Items]
Annual lease adjustment rate (percent)			5.00%

Asset-Backed Credit Agreement - Narrative (Details) - Line of Credit - Credit Agreement - USD ($)	Apr. 27, 2023	Nov. 02, 2024
Revolving Credit Facility
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	$ 6,000,000.0
Borrowing base		$ 63,000,000
Outstanding borrowing		0
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR \| Minimum
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	1.50%
Revolving Credit Facility \| Secured Overnight Financing Rate (SOFR \| Maximum
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	2.00%
Revolving Credit Facility \| Base Rate \| Minimum
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	0.50%
Revolving Credit Facility \| Base Rate \| Maximum
Line of Credit Facility [Line Items]
Line of credit, percentage point added to reference rate	1.00%
Letter of Credit
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 10,000,000
Letters of credit outstanding, amount		$ 2,000,000
Swing Line Loans
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 7,500,000

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Statement of Comprehensive Income [Abstract]
Net loss	$ (12,875)	$ (847)	$ (32,565)	$ (13,940)
Other comprehensive (loss) income, net of tax:
Net change in unrealized (loss) gain on available-for-sale securities, net of tax	(164)	223	(31)	271
Other comprehensive (loss) income, net of tax	(164)	223	(31)	271
Comprehensive loss	$ (13,039)	$ (624)	$ (32,596)	$ (13,669)

- Definition

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

+ References

+ Details

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481694/830-30-45-20

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
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-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

+ Details

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
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	2,182	2,098	2,149	2,103
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	2,151	2,098	2,149	2,103
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	31	0	0	0

Share-Based Compensation - Schedule of Stock Based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	$ 577	$ 606	$ 1,744	$ 1,684
Cost of goods sold
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	77	82	254	206
Selling, general, and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total share-based compensation expense, net of tax	$ 500	$ 524	$ 1,490	$ 1,478

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 35
-Paragraph 1D
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Fair Value Measurements - Narrative (Details) - USD ($)	9 Months Ended
Fair Value Measurements - Narrative (Details) - USD ($)	Nov. 02, 2024	Oct. 28, 2023
Fair Value Disclosures [Abstract]
Non-cash impairment charges	$ 3,600,000	$ 2,600,000

Fair Value Measurements

9 Months Ended

Nov. 02, 2024

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.

As of November 2, 2024, February 3, 2024 and October 28, 2023, 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


	November 2, 2024						February 3, 2024						October 28, 2023
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents (1):
Money market securities	$	15,484	$	—	$	—	$45,672		$	—	$	—	$42,544		$	—	$	—

Commercial paper	—		9,980		—		—		—		—		—		—		—
Marketable securities:
Commercial paper	$	—	$	19,802	$	—	$	—	$	44,510	$	—	$	—	$	49,523	$	—

(1) Excludes cash of $0.9 million, $1.4 million and $1.9 million as of November 2, 2024, February 3, 2024 and October 28, 2023, respectively.

Impairment of Long-Lived Assets

On at least a quarterly basis, we assess whether events or changes in circumstances have occurred that potentially indicate that 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. The fair values of ROU assets 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 $3.6 million and $2.6 million in the thirty-nine weeks ended November 2, 2024 and October 28, 2023, 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
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
	($ in thousands)

Carrying value of assets with impairment	$	7,711	$	4,415	$	16,941	$	5,572
Fair value of assets impaired	$	6,605	$	2,740	$	13,336	$	2,941
Number of stores tested for impairment	62		39		65		41
Number of stores with impairment	16		11		29		21

- 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

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Pay vs Performance Disclosure
Net loss	$ (12,875)	$ (847)	$ (32,565)	$ (13,940)

- Definition

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

+ References

+ Details

Share-Based Compensation

9 Months Ended

Nov. 02, 2024

Share-Based Payment Arrangement [Abstract]

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 November 2, 2024, there were 996,467 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 November 2, 2024 (aggregate intrinsic value in thousands):


	Stock Options	Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value (1)
Outstanding at February 3, 2024	2,447,247	$	8.34
Granted	536,000	$	6.66
Exercised	(71,066)	$	4.13
Forfeited	(69,625)	$	7.29
Expired	(444,005)	$	10.37
Outstanding at November 2, 2024	2,398,551	$	7.75	7.5	$	—
Exercisable at November 2, 2024	1,103,301	$	8.54	5.9	$	—

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 November 2, 2024 and October 28, 2023 were estimated on the grant date using the following assumptions:


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	November 2, 2024			October 28, 2023			November 2, 2024			October 28, 2023
Weighted average grant-date fair value per option granted	$	2.62		$	—		$	3.63		$	3.50
Expected option term (1)	5.4 years			—			5.6 years			5.5 years
Weighted average expected volatility factor (2)	55.3		%	—		%	54.8		%	56.3		%
Weighted average risk-free interest rate (3)	3.5		%	—		%	4.3		%	4.0		%
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 November 2, 2024, and the changes since February 3, 2024:


	Restricted Stock	Weighted Average Grant-Date Fair Value
Nonvested at February 3, 2024	87,525	$	6.86
Granted	61,184	5.23
Vested	(56,990)	7.02

Nonvested at November 2, 2024	91,719	$	5.67

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
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Cost of goods sold	$	77	$	82	$	254	$	206
Selling, general, and administrative	500		524		1,490		1,478
Total share-based compensation	$	577	$	606	$	1,744	$	1,684

At November 2, 2024, there was $4.4 million of total unrecognized share-based compensation expense related to unvested stock options and restricted stock. This cost has a weighted average remaining recognition period of 2.5 years.

Share-Based Compensation - Stock Option Activity Under Stock Option Plan (Details) $ / shares in Units, $ in Thousands	9 Months Ended
	Nov. 02, 2024 USD ($) $ / shares shares
Stock Options
Beginning balance (in shares) \| shares	2,447,247
Granted (in shares) \| shares	536,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period \| shares	(71,066)
Forfeited (in shares) \| shares	(69,625)
Expired (in shares) \| shares	(444,005)
Ending balance (in shares) \| shares	2,398,551
Exercisable ending balance (in shares) \| shares	1,103,301
Grant Date Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 8.34
Granted (in dollars per share)	6.66
Exercised (in dollars per share)	4.13
Forfeited (in dollars per share)	7.29
Expired (in dollars per share)	10.37
Ending balance (in dollars per share)	7.75
Exercisable ending balance (in dollars per share)	$ 8.54
Weighted Average Remaining Contractual Life (in Years)
Outstanding at end of period	7 years 6 months
Exercisable ending balance	5 years 10 months 24 days
Aggregate Intrinsic Value
Outstanding at end of period \| $	$ 0
Exercisable ending balance \| $	$ 0
Class A common stock
Aggregate Intrinsic Value
Market value per share (in dollars per share)	$ 3.94

Description of the Company and Basis of Presentation (Details)	Nov. 02, 2024 State store
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of stores \| store	246
Number of states \| State	33

Description of the Company and Basis of Presentation	9 Months Ended
Description of the Company and Basis of Presentation	Nov. 02, 2024
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, outdoor and social lifestyle. Tillys is headquartered in Irvine, California and operated 246 stores, in 33 states as of November 2, 2024. Our stores are located in malls, lifestyle centers, ‘power’ centers, community centers, outlet centers and street-front locations. Customers may also shop online at www.tillys.com, 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 November 2, 2024 are not necessarily indicative of results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024 ("fiscal 2023"). Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2024 refer to the fiscal year ending February 1, 2025. References to the fiscal quarters or first nine months ended November 2, 2024 and October 28, 2023 refer to the thirteen and thirty-nine week periods ended as of those dates, respectively.