UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 17, 2014
TILLY’S, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-35535 | 45-2164791 | ||
| (State of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
10 Whatney
Irvine, California 92618
(Address of Principal Executive Offices) (Zip Code)
(949) 609-5599
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 17, 2014, World of Jeans & Tops, a California corporation and a wholly owned subsidiary of Tilly’s, Inc., a Delaware corporation, entered into an amendment (the “Amendment”) to the amended and restated credit agreement (the “Agreement”), dated as of May 3, 2012, with Wells Fargo Bank, National Association. Among other things, the Amendment extends the maturity date of the Agreement from May 3, 2014 to May 31, 2017, reduces the borrowing rate that is tied to the London Interbank Offered Rate (“LIBOR”) from LIBOR plus 1.75% to LIBOR plus 1.0% and eliminates a fee of 0.10% on the average daily unused amount on the line of credit. The Amendment also eliminates certain financial covenants related to current liabilities, funded debt and net profits, and adds certain new covenants relating to total net losses and maximum balance sheet leverage.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On March 19, 2014, Tilly’s, Inc. (the “Company”) issued an earnings press release for the fourth quarter and fiscal year ended February 1, 2014. The press release is furnished as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. | Exhibit Title or Description | |
| 10.1 | Amendment No. 1 to Amended and Restated Credit Agreement and Note, dated as of March 17, 2014, by and between World of Jeans & Tops, a California corporation, and Wells Fargo, National Association. | |
| 99.1 | Press Release of Tilly’s, Inc. dated March 19, 2014 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TILLY’S, INC. | ||||||||
| Date: March 19, 2014 | By: | /s/ Christopher M. Lal | ||||||
| Name: | Christopher M. Lal | |||||||
| Title: | Vice President, General Counsel and Secretary | |||||||
Exhibit 10.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED
CREDIT AGREEMENT AND NOTE
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT AND NOTE (this “Amendment”), as of February 3, 2014, (“Effective Date”) is made by and among WORLD OF JEANS & TOPS, a California corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).
RECITALS
A. Bank and Borrower entered into that certain Amended and Restated Credit Agreement dated as of May 3, 2012 (the “Agreement”), pursuant to which Bank agreed to extend credit to Borrowers on the terms and conditions set forth in such Agreement.
B. Borrower also executed a certain Revolving Line of Credit Note (the “Note”) dated as of May 3, 2012, in favor of Bank in an initial principal amount of $25,000,000.
C. Borrower has requested that Bank make certain modifications to the Agreement and to the Note, as applicable, to reflect (i) the extension of the Line of Credit maturity date, (ii) changes to the financial covenants, and (iii) such other amendments as agreed upon by Borrower and Bank, and Bank has consented to such requests subject to the execution of this Amendment and the satisfaction of the conditions specified herein.
D. Borrower and Bank now desire to execute this Amendment and the Amended and Restated Revolving Line of Credit Note attached hereto as Exhibit “A” (the “Amended Note”) and fully incorporated herein to set forth their agreements with respect to the modifications to the Agreement and the Note.
Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Bank and Borrower hereby agrees as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and not defined herein are defined in the Agreement.
SECTION 2. Amendments to Agreement. The Agreement is hereby amended as follows:
A. Line of Credit. The first sentence of subsection (a) of Section 1.1 is hereby amended and restated in its entirety as follows:
“Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including May 31, 2017, not to exceed at any time the aggregate principal amount of Twenty Five Million Dollars ($25,000,000.00) (“Line of Credit”), the proceeds of which shall be used to finance Borrower’s working capital requirements.”
B. Commitment Fee. Subsection (c) of Section 1.2 of the Agreement is hereby deleted in its entirety and replaced with “[Reserved.]”.
C. Compliance. Section 4.4 of the Agreement is hereby amended and restated in its entirety as follows:
“SECTION 4.4. COMPLIANCE. Preserve and maintain all material licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower’s continued existence and with the requirements of all material laws, rules, regulations and orders of any governmental authority applicable to Borrower and/or its business.
D. Litigation. Section 4.8 of the Agreement is hereby amended and restated in its entirety as follows:
“SECTION 4.8. LITIGATION. Promptly give notice in writing to Bank of any litigation pending or threatened against Borrower (i) affecting Tilly’s, Inc., Borrower or any of their respective subsidiaries which, individually or in the aggregate, could reasonably be expected to have a material adverse effect on Borrower or such entity on a consolidated basis, or involve a monetary claim in excess of $5,000,000, or (ii) affecting or with respect to this Agreement, any other Loan Document or any security interest or lien created thereunder, or (iii) involving an environmental claim or potential liability under environmental laws in excess of $5,000,000.”
E. Financial Condition. Section 4.9 of the Agreement is hereby amended and restated as follows:
“SECTION 4.9. FINANCIAL CONDITION. Maintain Borrower as a consolidated subsidiary of Tilly’s, Inc. for accounting purposes, and maintain Borrower’s financial condition as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein):
| (a) | For Tilly’s, Inc. and its consolidated subsidiaries, (i) there shall be no more than one net loss after taxes for any fiscal year, determined as of the end of such fiscal year, and (ii) total net losses after taxes for the period commencing February 3, 2014 through the most recent fiscal quarter end shall not exceed $5,000,000, in the aggregate (excluding all charges for impairment of goodwill, other intangibles and store assets impairment on the balance sheet of the Borrower, in an aggregate amount of up to $2,000,000 for the relevant period). |
| (b) | Maximum Balance Sheet Leverage of Tilly’s, Inc. and its consolidated subsidiaries not greater than 2:0:1.0 as of each fiscal quarter end, with “Balance Sheet Leverage” defined as total liabilities of Tilly’s, Inc. and its consolidated subsidiaries divided by the tangible net worth of Tilly’s, Inc. and its consolidated subsidiaries. |
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F. Other Indebtedness. Section 5.3 of the Agreement is hereby amended and restated in its entirety as follows:
“SECTION 5.3 OTHER INDEBTEDNESS. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Bank, (b) additional debt in an amount not to exceed $1,500,000.00 in the aggregate, (c) any other liabilities of Borrower existing as of, and disclosed to Bank prior to, the date hereof, (d) capital lease obligations relating to the Borrower’s distribution and corporate headquarters facility, and (e) trade debt incurred in the ordinary course of business and not outstanding for more than 90 days.”
G. Loans, Advances, Investments, Acquisitions. The last sentence of Section 5.6 is hereby deleted in its entirety.
H. Additional Subsidiaries. A new Section 5.10 is hereby added to the Agreement to read in its entirety as follows:
“SECTION 5.10. ADDITIONAL SUBSIDIARIES. In the event that any person becomes a subsidiary of the Borrower after the date hereof, Borrower will promptly notify the Bank of the fact and cause such subsidiary (a) to execute and deliver to Bank a Continuing Guaranty, Continuing Security Agreement, and, if applicable, a General Pledge Agreement, in form and substance acceptable to Bank and (b) to take all such further actions and execute all such further documents and instruments as may be necessary or, in the opinion of Bank, desirable to create in favor of Bank a valid and perfected first priority lien on all of the Collateral and Proceeds of the subsidiary described in the Continuing Security Agreement. In addition, as provided in the General Pledge Agreement dated as of May 3, 2012 executed by Borrower, Borrower shall, or shall cause the subsidiary that owns the capital stock of such person to, execute and deliver to Bank all certificates representing such capital stock of such person (accompanied by irrevocable undated stock powers, duly endorsed in blank).”
I. Events of Default. Subsection 6.1(d) of the Agreement is hereby amended and restated in its entirety as follows:
“(d) Any default in the payment or performance of any obligation, or any defined event of default, under the terms of any contract or instrument (other than any of the Loan Documents) pursuant to which Borrower, any guarantor hereunder or any general partner or joint venture in Borrower if a partnership or joint venture (with each such guarantor, general partner and/or joint venturer referred to herein as a “Third Party Obligor”) has incurred (i) any debt to Bank or (ii) any debt for borrowed money to any other person or entity in an individual principal amount of $1,000,000 or more or with an aggregate principal amount of $2,000,000 or more.”
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J. Events of Default. Subsection 6.1(f) of the Agreement is hereby amended and restated in its entirety as follows:
“(f) The filing of a notice of judgment lien against Borrower or any Third Party Obligor; or the recording of any abstract judgment against Borrower or any Third Party Obligor in any county in which Borrower or such Third Party Obligor has an interest in real property; or the service of a notice of levy and/or of a writ of attachment or execution, or other like process, against the assets of Borrower or any Third Party Obligor; or the entry of a judgment against Borrower or any Third Party Obligor (in each of the foregoing cases, relating to the payment of money in an amount in excess of $2,000,000); or any involuntary petition or proceeding pursuant to the Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or comments against Borrower or any Third Party Obligor.”
K. Events of Default. Subsection 6.1(j) of the Agreement is amended by deleting the phrase “25%” therein and replacing it with the phrase “35%” in lieu thereof.
L. Arbitration. The second to last sentence in Section 7.11(b) of the Agreement is hereby amended and restated as follows:
“Any party who fails or refuses to submit to arbitration following a demand by any other party shall bear all reasonable costs and expenses incurred by such other party in compelling arbitration of any dispute.”
SECTION 3. Amendments to Note. The Note is hereby amended and restated in its entirety as set forth in the Amended and Restated Revolving Line of Credit Note attached hereto as Exhibit A. Simultaneously with the signing of this Amendment, Borrower shall execute one original of the Amended Note and deliver it to Bank in exchange for Bank’s delivery to Borrower of the original Note.
SECTION 4. Representations and Warranties of Borrowers. Borrower represents and warrants to Bank that:
(a) It has the power and authority to enter into and to perform this Amendment, to execute and deliver all documents relating to this Amendment, and to incur the obligations provided for in this Amendment, all of which have been duly authorized and approved in accordance with Borrower’s organizational documents;
(b) This Amendment, together with all documents executed pursuant hereto, shall constitute when executed the valid and legally binding obligations of Borrower in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles;
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(c) All representations and warranties contained in the Agreement and the other Loan Documents are true and correct with the same effect as though such representations and warranties had been made on and as of the Effective Date (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and accurate on and as of such earlier date));
(d) Borrower’s obligations under the Loan Documents remain valid and enforceable obligations, and the execution and delivery of this Amendment and the other documents executed in connection herewith shall not be construed as a novation of the Agreement or any of the other Loan Documents;
(e) As of the Effective Date, to Borrower’s knowledge, it has no offsets or defenses against the payment of any of the obligations under the Loan Documents;
(f) No law, regulation, order, judgment or decree of any Governmental Authority exists, and no action, suit, investigation, litigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of the financings hereunder or (B) the consummation of the transactions contemplated pursuant to the terms of this Amendment, the Agreement, the Note, or the other Loan Documents or (ii) has or would reasonably be expected to have a material adverse effect on the Borrower; and
(g) No Default or Event of Default exists or has occurred and is continuing on and as of the Effective Date and after giving effect hereto.
SECTION 5. Miscellaneous.
A. Reference to Agreement. Upon the effectiveness of this Amendment, each reference in the Agreement to “this Agreement” and each reference in the other Financing Documents to the Agreement, shall mean and be a reference to the Agreement as amended hereby.
B. No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Bank under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
C. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California.
D. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same agreement. Any signature delivered by a party by facsimile or other electronic transmission shall be deemed to be an original signature to this Amendment.
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E. Entire Agreement. This Amendment and the Amended Note, which shall become a part of the Agreement upon the Effective Date, constitutes the entire agreement among the parties with respect to the subject matter hereof, and supersedes all prior agreements, written or oral, concerning said subject matter.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, Borrower and Bank have caused this Amendment to be signed by their duly authorized representatives as of the day and year first above written.
| WORLD OF JEANS & TOPS |
WELLS FARGO BANK, NATIONAL ASSOCIATION | |||||
| By: | /s/ Jennifer Ehrhardt |
By: | /s/ Mark Magdaleno | |||
| Name: | Jennifer Ehrhardt | Name: | Mark Magdaleno | |||
| Title: | CFO | Title: | SVP | |||
EXHIBIT “A”
TO
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Amended and Restated Revolving Line of Credit Note
| WELLS FARGO | AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE | |||||
| $25,000,000.00 | Irvine, California February 3, 2014 | |||||
FOR VALUE RECEIVED, the undersigned WORLD OF JEANS & TOPS (“Borrower”) promises to pay to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”) at its office at Orange County RCBO, 2030 Main Street, Suite #900, Irvine, CA 92614, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of $25,000,000.00, or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.
| 1. | DEFINITIONS. |
As used herein, the following terms shall have the meanings set forth after each, and any other term defined in this Note shall have the meaning set forth at the place defined:
| 1.1. | “Business Day” means any day except a Saturday, Sunday or any other day on which commercial banks in California are authorized or required by law to close. |
| 1.2. | “Fixed Rate Term” means a period commencing on a Business Day and continuing for 1, 2 or 3 months, as designated by Borrower, during which all or a portion of the outstanding principal balance of the Note bears interest determined in relation to LIBOR; provided however, that no Fixed Rate Term may be selected for a principal amount less than $100,000.00; and provided further, that no Fixed Rate Term shall extend beyond the scheduled maturity date hereof. If any Fixed Rate Term would end on a day which is not a Business Day, then such Fixed Rate Term shall be extended to the next succeeding Business Day. |
| 1.3. | “LIBOR” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/8 of 1%) determined pursuant to the following formula: |
| LIBOR = | Base LIBOR |
|||||
| 100% - LIBOR Reserve Percentage |
(a) “Base LIBOR” means the rate per annum for United States dollar deposits quoted by Bank as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by Bank for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Fixed Rate Term for delivery of funds on said date for a period of time approximately equal to the number of days in such Fixed Rate Term and in an amount approximately equal to the principal amount to which such Fixed Rate Term applies. Borrower understands and agrees that Bank may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as Bank in its discretion deems appropriate including, but not limited to, the rate offered for U.S. dollar deposits on the London Inter-Bank Market.
(b) “LIBOR Reserve Percentage” means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “Eurocurrency Liabilities” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by Bank for expected changes in such reserve percentage during the applicable Fixed Rate Term.
| 1.4. | “Prime Rate” means at any time the rate of interest most recently announced within Bank at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of Bank’s base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as Bank may designate. |
| 2. | INTEREST. |
| 2.1 | Interest. The outstanding principal balance of this Note shall bear interest (computed on the basis of a 360-day year, actual days elapsed) either (a) at a fluctuating rate per annum equal to 0.00000% above the Prime Rate in effect from time to time, or (b) at a fixed rate per annum determined by Bank to be 1.00000% above LIBOR in effect on the first day of the applicable Fixed Rate Term. When interest is determined in relation to the Prime Rate, each change in the rate of interest hereunder shall become effective on the date each Prime Rate change is announced within Bank. With respect to each LIBOR selection hereunder, Bank is hereby authorized to note the date, principal amount, interest rate and Fixed Rate Term applicable thereto and any payments made thereon on Bank’s books and records (either manually or by electronic entry) and/or on any schedule attached to this Note, which notations shall be prima facie evidence of the accuracy of the information noted. |
| 2.2 | Selection of Interest Rate Options. At any time any portion of this Note bears interest determined in relation to LIBOR, it may be continued by Borrower at the end of the Fixed Rate Term applicable thereto so that all or a portion thereof bears interest determined in relation to the Prime Rate or to LIBOR for a new Fixed Rate Term designated by Borrower. At any time any portion of this Note bears interest determined in relation to the Prime Rate, Borrower may convert all or a portion thereof so that it bears interest determined in relation to LIBOR for a Fixed Rate Term designated by Borrower. At such time as Borrower requests an advance hereunder or wishes to select a LIBOR option for all or a portion of the outstanding principal balance hereof, and at the end of each Fixed Rate Term, Borrower shall give Bank notice specifying: (a) the interest rate option selected by Borrower; (b) the principal amount subject thereto; and (c) for each LIBOR selection, the length of the applicable Fixed Rate Term. Any such notice may be given by telephone (or such other electronic method as Bank may permit) so long as, with respect to each LIBOR selection, (i) if requested by Bank, Borrower provides to Bank written confirmation thereof not later than 3 Business Days after such notice is given, and (ii) such notice is given to Bank prior to 10:00 a.m. on the first day of the |
| Fixed Rate Term, or at a later time during any Business Day if Bank, at its sole option but without obligation to do so, accepts Borrower’s notice and quotes a fixed rate to Borrower. If Borrower does not immediately accept a fixed rate when quoted by Bank, the quoted rate shall expire and any subsequent LIBOR request from Borrower shall be subject to redetermination by Bank of the applicable fixed rate. If no specific designation of interest is made at the time any advance is requested hereunder or at the end of any Fixed Rate Term, Borrower shall be deemed to have made a Prime Rate interest selection for such advance or the principal amount to which such Fixed Rate Term applied. |
| 2.3 | Taxes and Regulatory Costs. Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (a) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (b) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit Insurance Corporation or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by Bank with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to Borrower hereunder, any reasonable allocation made by Bank among its operations shall be conclusive and binding upon Borrower. |
| 2.4 | Payment of Interest. Interest accrued on this Note shall be payable on the 1st day of each month, commencing June 1, 2012. |
| 2.5 | Default Interest. From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, or at Bank’s option upon the occurrence, and during the continuance of an Event of Default, the outside principal balance of this Note shall bear interest at an increased rate per annum (computed on the basis of a 360-day year, actual days elapsed) equal to 4% above the rate of interest from time to time applicable to this Note. |
| 3. | BORROWING AND REPAYMENT. |
| 3.1 | Borrowing and Repayment. Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of the Credit Agreement between Borrower and Bank defined below; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above. The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for Borrower, which balance may be endorsed hereon from time to time by the holder. The outstanding principal balance of this Note shall be due and payable in full on May 31, 2017. |
| 3.2 | Advances. Advances hereunder, to the total amount of the principal sum available hereunder, may be made by the holder at the oral or written request of (a) any authorized officer of Borrower, acting alone, who is authorized to request advances and direct the disposition of any advances and as to which the holder has received evidence of incumbency and such authorization, until written notice of revocation of such authority is received by the holder at the office designated above, or (b) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account. The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower. |
| 3.3 | Application of Payments. Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof. All payments credited to principal shall be applied first, to the outstanding principal balance of this Note which bears interest determined in relation to the Prime Rate, if any, and second, to the outstanding principal balance of this Note which bears interest determined in relation to LIBOR, with such payments applied to the oldest Fixed Rate Term first. |
| 4. | PREPAYMENT. |
| 4.1 | Prime Rate. Borrower may prepay principal on any portion of this Note which bears interest determined in relation to the Prime Rate at any time, in any amount and without penalty. |
| 4.2 | LIBOR. Borrower may prepay principal on any portion of this Note which bears interest determined in relation to LIBOR at any time and in the minimum amount of $100,000.00; provided however, that if the outstanding principal balance of such portion of this Note is less than said amount, the minimum prepayment amount shall be the entire outstanding principal balance thereof. In consideration of Bank providing this prepayment option to Borrower, or if any such portion of this Note shall become due and payable at any time prior to the last day of the Fixed Rate Term applicable thereto by acceleration or otherwise, Borrower shall pay to Bank immediately upon demand a fee which is the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Fixed Rate Term matures, calculated as follows for each such month: |
| (a) | Determine the amount of interest which would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained outstanding until the last day of the Fixed Rate Term applicable thereto. |
| (b) | Subtract from the amount determined in (a) above the amount of interest which would have accrued for the same month on the amount prepaid for the remaining term of such Fixed Rate Term at LIBOR in effect on the date of prepayment for new loans made for such term and in a principal amount equal to the amount prepaid. |
| (c) | If the result obtained in (b) for any month is greater than zero, discount that difference by LIBOR used in (b) above. |
Borrower acknowledges that prepayment of such amount may result in Bank incurring additional costs, expenses and/or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses and/or liabilities. Borrower, therefore, agrees to pay the above-described prepayment fee and agrees that said amount represents a reasonable estimate of the prepayment costs, expenses and/or liabilities of Bank. If Borrower fails to pay any prepayment fee when due, the amount of such prepayment fee shall thereafter bear interest until paid at a rate per annum 2.000% above the Prime Rate in effect from time to time (computed on the basis of a 360-day year, actual days elapsed).
| 5. | EVENTS OF DEFAULT. |
This Note is made pursuant to and is subject to the terms and conditions of that certain Amended and Restated Credit Agreement between Borrower and Bank dated as of May 3, 2012, as amended from time to time (the “Credit Agreement”). Any default in the payment or performance of any obligation under this Note, or any defined event of default under the Credit Agreement, shall constitute an “Event of Default” under this Note.
| 6. | MISCELLANEOUS. |
| 6.1 | Remedies. Upon the occurrence of any Event of Default, the holder of this Note, at the holder’s option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate. Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys’ fees (to include outside counsel fees and all allocated costs of the holder’s in-house counsel), expended or incurred by the holder in connection with the enforcement of the holder’s rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to Borrower or any other person or entity. |
| 6.2 | Obligations Joint and Several. Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several. |
| 6.3 | Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California. |
[signature follows]
IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.
| WORLD OF JEANS & TOPS | ||
| By: | /s/ Jennifer Ehrhardt | |
| Name: Jennifer Ehrhardt | ||
| Title: CFO | ||
Exhibit 99.1
Tilly’s, Inc. Announces Fourth Quarter Fiscal 2013 Results and Introduces First Quarter Fiscal 2014 Outlook
• Fourth Quarter Net Sales of $139.9 million; Comp Store Sales Decreased 4.9%
• Fourth Quarter EPS of $0.19; Fiscal Year EPS of $0.65
Irvine, CA – March 19, 2014 – Tilly’s, Inc. (NYSE: TLYS) today announced financial results for the fourth quarter of fiscal 2013 ended February 1, 2014.
“While fourth quarter results were as expected, we are not satisfied with this level of financial performance. I am, however, pleased with how we navigated the challenging retail environment, which reflects the disciplined execution by our team. We controlled costs, appropriately positioned our inventory levels and adhered to a planned promotional strategy in the quarter that delivered better product margins than the prior year,” commented Daniel Griesemer, President and Chief Executive Officer. “In fiscal 2014, we have developed several key initiatives to adapt to the changing teen retail landscape and to capitalize on the long-term opportunities to grow our business.”
For the fourth quarter ended February 1, 2014 (2012 reflects a 14-week period):
| • | Total net sales were $139.9 million, a decrease of 0.6% compared to $140.8 million in the fourth quarter of 2012. |
| • | Comparable store sales, which include e-commerce sales, decreased 4.9% compared to the same 13-week period in 2012. E-commerce sales were $19.1 million, an increase of approximately 2% compared to the same thirteen-week period in 2012. |
| • | Gross profit was $43.8 million compared to $46.8 million in the fourth quarter of 2012. Gross margin was 31.3% compared to 33.3% in the fourth quarter of 2012. Product margins increased 40 basis points, offset primarily by deleverage in buying, distribution and occupancy costs as a result of the negative comparable store sales. |
| • | Operating income was $8.5 million and included $1.8 million in store asset impairment charges recorded in the fourth quarter. This compares to operating income of $14.8 million in the fourth quarter of 2012. |
| • | Net income was $5.4 million, or $0.19 per diluted share, based on a weighted average diluted share count of 28.2 million shares and an effective tax rate of approximately 36% due to a one-time tax benefit related to return to provision adjustments. This compares to net income in the fourth quarter of 2012 of $9.8 million, or $0.35 per diluted share, based on a weighted average diluted share count of 28.0 million shares. Applying an expected long-term effective tax rate of 40%, adjusted net income in the fourth quarter of 2012 was $8.9 million, or $0.32 per diluted share. |
| • | At the conclusion of this press release is a reconciliation of non-GAAP results to GAAP results. |
For the 52-weeks ended February 1, 2014 (2012 reflects a 53-week period):
| • | Total net sales were $495.8 million, an increase of 6.1% compared to the prior year. |
| • | Comparable store sales, which include e-commerce sales, decreased 1.9% compared to the same 52-week period in 2012. E-commerce sales were $57.8 million, an increase of approximately 11% compared to the same 52-week period in 2012. |
| • | Gross profit increased 1.4% to $152.3 million. Gross margin was 30.7% compared to 32.1% in the prior year period. Product margins increased 30 basis points, offset primarily by deleverage in buying, distribution and occupancy costs as a result of the negative comparable store sales. |
| • | Operating income was $29.7 million, and included $1.8 million in store asset impairment charges recorded in the fourth quarter. This compares to operating income of $31.4 million in the prior year, during which the Company recognized a one-time non-cash SG&A charge of $7.6 million, before tax, related to stock-based compensation expense triggered by the company’s initial public offering. |
| • | Net income was $18.1 million, or $0.65 per diluted share, based on a weighted average diluted share count of 28.1 million shares and an effective tax rate of approximately 39% due to a one-time tax benefit related to return to provision adjustments. This compares to net income in the prior year of $23.9 million, or $0.92 per diluted share, based on a weighted average diluted share count of 26.1 million shares. Adjusting for non-cash stock-based compensation charges and applying an expected long-term effective tax rate of 40%, adjusted net income was $22.9 million, or $0.88 per diluted share, in the prior year. |
| • | At the conclusion of this press release is a reconciliation of non-GAAP results to GAAP results. |
Balance Sheet and Liquidity
As of February 1, 2014, the Company had $60.4 million of cash and marketable securities and no borrowings or debt outstanding on its revolving credit facility. On March 17, 2014, the Company amended its revolving credit facility agreement to adjust certain terms, effective as of February 3, 2014, and extend the maturity date to May 2017.
First Quarter 2014 Outlook
We continue to experience volatile and weak traffic trends and a highly promotional environment in teen retail. If these trends continue, we would expect first quarter comparable store sales to decline in the mid single digits, and net income per diluted share to be in the range of $0.00 to $0.04. This assumes an anticipated effective tax rate of 40% and a weighted average diluted share count of 28.2 million shares. First quarter 2013 net income was $2.3 million, or $0.08 per diluted share, based on a weighted average diluted share count of 28.0 million shares.
Conference Call Information
A conference call to discuss the financial results is scheduled for today, March 19, 2014, at 4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in participating in the call are invited to dial (888) 466-4587 at 4:25 p.m. ET (1:25 p.m. PT). The conference call will also be available to interested parties through a live webcast at www.tillys.com. Please visit the website and select the “Investor Relations” link at least 15 minutes prior to the start of the call to register and download any necessary software.
A telephone replay of the call will be available until April 2, 2014, by dialing (877) 870-5176 (domestic) or (858) 384-5517 (international) and entering the conference identification number: 6661259. Please note participants must enter the conference identification number in order to access the replay.
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About Tilly’s
Tilly’s is a fast-growing destination specialty retailer of West Coast inspired apparel, footwear and accessories with an extensive assortment of the most relevant and sought-after brands rooted in action sports, music, art and fashion. Tilly’s is headquartered in Southern California and, as of March 19, 2014, operated 198 stores and through its website, www.tillys.com.
Non-GAAP Financial Measures
In addition to reporting financial measures in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provides certain non-GAAP financial measures including “adjusted selling, general and administrative expenses”, “adjusted operating income”, “adjusted income before income taxes”, “adjusted income tax provision”, “adjusted net income”, “adjusted basic earnings per share” and “adjusted diluted earnings per share”. These amounts are not in accordance with, or an alternative to, GAAP. The Company’s management believes that these measures provide investors with transparency by helping illustrate the financial results: (i) as if the Company had been a publicly traded “C” Corporation during the relevant time periods, in order to provide a better comparison of past periods to current periods as a “C” Corporation; and (ii) to exclude items that may not be indicative of, or are unrelated to, the Company’s core operating results, providing a better baseline for analyzing trends in the underlying business.
For a description of these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the accompanying table titled “Supplemental Information - Consolidated Statements of Income; Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures” contained in this press release.
Forward Looking Statements
Certain statements in this press release and oral statements made from time to time by our representatives are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our future financial and operating results, including but not limited to future comparable store sales, future net income, future gross, operating or product margins, and anticipated tax rate and our business and strategy, including but not limited to store expansion, expansion of brands and exclusive relationships, development and growth of our ecommerce platform and business, and completion of our new distribution facility, and any other statements about our future expectations, plans, intentions, beliefs or prospects expressed by management are forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs, but they involve a number of risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to, our ability to respond to changing customer preferences and trends, attract customer traffic at our stores and online, execute our growth and long-term strategies, expand into new markets, grow our ecommerce business, timely complete our new distribution facility, effectively manage our inventory and costs, effectively compete with other retailers, enhance our brand image, general consumer spending patterns and levels, the effect of weather, and other factors that are detailed in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 3, 2013, including those detailed in the section titled “Risk Factors” and in our other filings with the SEC, which are available from the SEC’s website at www.sec.gov and from our website at www.tillys.com under the heading “Investor Relations”. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. This release should be read in conjunction with our financial statements and notes thereto contained in our Form 10-K and in our subsequent Forms 10-Q filed with the SEC.
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Tilly’s, Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
| February 1, 2014 |
February 2, 2013 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 25,412 | $ | 17,314 | ||||
| Marketable securities |
34,943 | 39,868 | ||||||
| Receivables |
8,545 | 5,934 | ||||||
| Merchandise inventories |
46,266 | 46,595 | ||||||
| Prepaid expenses and other current assets |
11,772 | 11,387 | ||||||
|
|
|
|
|
|||||
| Total current assets |
126,938 | 121,098 | ||||||
| Property and equipment, net |
100,936 | 80,926 | ||||||
| Other assets |
4,533 | 3,357 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 232,407 | $ | 205,381 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 19,645 | $ | 18,261 | ||||
| Deferred revenue |
6,214 | 5,453 | ||||||
| Accrued compensation and benefits |
4,975 | 6,094 | ||||||
| Accrued expenses |
9,241 | 12,132 | ||||||
| Current portion of deferred rent |
5,395 | 4,555 | ||||||
| Current portion of capital lease obligation/Related party |
758 | 712 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
46,228 | 47,207 | ||||||
| Long-term portion of deferred rent |
42,756 | 37,620 | ||||||
| Long-term portion of capital lease obligation/Related party |
2,500 | 3,258 | ||||||
|
|
|
|
|
|||||
| Total long-term liabilities |
45,256 | 40,878 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
91,484 | 88,085 | ||||||
| Commitments and contingencies |
||||||||
| Stockholders’ equity: |
||||||||
| Common stock (Class A), $0.001 par value; February 1, 2014 - 100,000 shares authorized, 11,361 shares issued and outstanding; February 2, 2013 - 100,000 shares authorized, 10,772 shares issued and outstanding |
11 | 11 | ||||||
| Common stock (Class B), $0.001 par value; February 1, 2014 - 35,000 shares authorized, 16,642 shares issued and outstanding; February 2, 2013 - 35,000 shares authorized, 16,920 shares issued and outstanding |
17 | 17 | ||||||
| Preferred stock, $0.001 par value; February 1, 2014 and February 2, 2013 - 10,000 shares authorized, no shares issued or outstanding |
— | — | ||||||
| Additional paid-in capital |
122,886 | 117,391 | ||||||
| Retained earnings (deficit) |
17,997 | (140 | ) | |||||
| Accumulated other comprehensive income |
12 | 17 | ||||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
140,923 | 117,296 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 232,407 | $ | 205,381 | ||||
|
|
|
|
|
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Tilly’s, Inc.
Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
| 13 Weeks Ended February 1, 2014 |
14 Weeks Ended February 2, 2013 |
52 Weeks Ended February 1, 2014 |
53 Weeks Ended February 2, 2013 |
|||||||||||||
| Net sales |
$ | 139,896 | $ | 140,771 | $ | 495,837 | $ | 467,291 | ||||||||
| Cost of goods sold (includes buying, distribution, and occupancy costs) |
96,146 | 93,946 | 343,542 | 317,096 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
43,750 | 46,825 | 152,295 | 150,195 | ||||||||||||
| Selling, general and administrative expenses |
35,279 | 32,011 | 122,558 | 118,805 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
8,471 | 14,814 | 29,737 | 31,390 | ||||||||||||
| Other expense, net |
29 | 46 | 9 | 91 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
8,442 | 14,768 | 29,728 | 31,299 | ||||||||||||
| Income tax expense |
3,025 | 4,927 | 11,591 | 7,406 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 5,417 | $ | 9,841 | $ | 18,137 | $ | 23,893 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic earnings per share of Class A and Class B common stock |
$ | 0.19 | $ | 0.36 | $ | 0.65 | $ | 0.93 | ||||||||
| Diluted earnings per share of Class A and Class B common stock |
$ | 0.19 | $ | 0.35 | $ | 0.65 | $ | 0.92 | ||||||||
| Weighted average basic shares outstanding |
27,983 | 27,686 | 27,822 | 25,656 | ||||||||||||
| Weighted average diluted shares outstanding |
28,190 | 28,033 | 28,116 | 26,076 | ||||||||||||
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Tilly’s, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Fiscal Year Ended | ||||||||||||
| February 1, 2014 |
February 2, 2013 |
January 28, 2012 |
||||||||||
| Cash flows from operating activities |
||||||||||||
| Net income |
$ | 18,137 | $ | 23,893 | $ | 34,340 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
| Depreciation and amortization |
19,367 | 16,679 | 15,129 | |||||||||
| Loss on disposal of assets |
140 | 111 | 232 | |||||||||
| Impairment of assets |
1,840 | — | 554 | |||||||||
| (Gain) loss on sales and maturities of marketable securities |
(176 | ) | 28 | — | ||||||||
| Deferred income taxes |
304 | 6,689 | — | |||||||||
| Stock-based compensation expense |
3,106 | 9,570 | — | |||||||||
| Excess tax benefit from stock-based compensation |
(157 | ) | (95 | ) | — | |||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Receivables |
(2,611 | ) | 21 | (2,304 | ) | |||||||
| Merchandise inventories |
329 | (9,927 | ) | (3,028 | ) | |||||||
| Prepaid expenses and other assets |
(1,861 | ) | (12,930 | ) | (2,868 | ) | ||||||
| Accounts payable |
1,554 | 1,431 | 2,113 | |||||||||
| Accrued expenses |
(1,796 | ) | (1,470 | ) | 155 | |||||||
| Accrued compensation and benefits |
(1,119 | ) | (1,442 | ) | 3,362 | |||||||
| Deferred rent |
5,976 | 8,584 | 4,159 | |||||||||
| Deferred revenue |
761 | 588 | 740 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by operating activities |
43,794 | 41,730 | 52,584 | |||||||||
|
|
|
|
|
|
|
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| Cash flows from investing activities |
||||||||||||
| Purchase of property and equipment |
(42,701 | ) | (33,298 | ) | (20,223 | ) | ||||||
| Proceeds from sale of property and equipment |
79 | 17 | 28 | |||||||||
| Insurance proceeds from casualty loss |
— | 822 | — | |||||||||
| Purchases of marketable securities |
(44,908 | ) | (75,377 | ) | — | |||||||
| Sales and maturities of marketable securities |
50,000 | 35,510 | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in investing activities |
(37,530 | ) | (72,326 | ) | (20,195 | ) | ||||||
|
|
|
|
|
|
|
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| Cash flows from financing activities |
||||||||||||
| Payment of capital lease obligation |
(712 | ) | (668 | ) | (628 | ) | ||||||
| Net proceeds from initial public offering |
— | 106,789 | — | |||||||||
| Proceeds from exercise of stock options |
3,025 | 1,169 | — | |||||||||
| Tax withholding payments related to exercise of stock options |
(636 | ) | (279 | ) | — | |||||||
| Excess tax benefit from stock-based compensation |
157 | 95 | — | |||||||||
| Distributions |
— | (84,287 | ) | (36,008 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by (used in) financing activities |
1,834 | 22,819 | (36,636 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Change in cash and cash equivalents |
8,098 | (7,777 | ) | (4,247 | ) | |||||||
| Cash and cash equivalents, beginning of period |
17,314 | 25,091 | 29,338 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash and cash equivalents, end of period |
$ | 25,412 | $ | 17,314 | $ | 25,091 | ||||||
|
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|
|
|
|
|
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6
Tilly’s, Inc.
Supplemental Information - Consolidated Statements of Income
Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures
(In thousands, except per share amounts)
(Unaudited)
The tables below reconcile the non-GAAP financial measures of adjusted selling, general and administrative expenses (“SG&A”), adjusted operating income, adjusted income before income taxes, adjusted income tax provision, adjusted net income, and adjusted basic and diluted earnings per share, with the most directly comparable GAAP financial measures of actual SG&A, actual operating income, actual income before income taxes, actual income tax provision, actual net income, and actual basic and diluted earnings per share.
| Q4 2012 | Full Year 2012 | |||||||||||||||||||||||||||
| (Fourteen weeks ended February 2, 2013) | (53 week year ended February 2, 2013) | |||||||||||||||||||||||||||
| Reported (GAAP) | Adjustments | Adjusted | Reported (GAAP) | Adjustments | Adjusted | |||||||||||||||||||||||
| Selling, general and administrative expenses |
(1 | ) | 32,011 | — | 32,011 | 118,805 | (6,915 | ) | 111,890 | |||||||||||||||||||
| Operating income |
14,814 | — | 14,814 | 31,390 | 6,915 | 38,305 | ||||||||||||||||||||||
| Income before income taxes |
14,768 | — | 14,768 | 31,299 | 6,915 | 38,214 | ||||||||||||||||||||||
| Income tax provision |
(2 | ) | 4,927 | 980 | 5,907 | 7,406 | 7,880 | 15,286 | ||||||||||||||||||||
| Net income |
$ | 9,841 | ($ | 980 | ) | $ | 8,861 | $ | 23,893 | ($ | 965 | ) | $ | 22,928 | ||||||||||||||
| Basic earnings per share |
$ | 0.36 | ($ | 0.04 | ) | $ | 0.32 | $ | 0.93 | ($ | 0.04 | ) | $ | 0.89 | ||||||||||||||
| Diluted earnings per share |
$ | 0.35 | ($ | 0.03 | ) | $ | 0.32 | $ | 0.92 | ($ | 0.04 | ) | $ | 0.88 | ||||||||||||||
| Notes: |
| (1) | Adjustment to full year 2012 SG&A expenses excludes the life-to-date charge of $7.615 million for stock-based compensation expense in the second quarter and adds a charge of $0.7 million for stock-based compensation expense in the first quarter, similar to the on-going charges in the other three quarters of 2012. The result of these adjustments to 2012 is to reflect only an on-going stock-based compensation expense, of $2.7 million, for all quarters of the year. |
| (2) | The tax provision in the fourth quarter and full year 2012 is adjusted to the expected long-term effective tax rate of 40% as a “C” corporation. The GAAP tax provision rate in 2012 reflected the Company being taxed as an “S” corporation for a portion of the year, after which it was taxed as a “C” corporation. |
Tilly’s, Inc.
Store Count and Square Footage
| Stores Open at Beg of Qtr |
Stores Opened During Qtr |
Stores Closed During Qtr |
Stores Open at End of Qtr |
Total Gross Square Footage End of Qtr (in thousands) |
||||||||||||||||
| 2012 Q1 |
140 | 5 | 0 | 145 | 1,134 | |||||||||||||||
| 2012 Q2 |
145 | 10 | 0 | 155 | 1,215 | |||||||||||||||
| 2012 Q3 |
155 | 7 | 1 | 161 | 1,272 | |||||||||||||||
| 2012 Q4 |
161 | 7 | 0 | 168 | 1,319 | |||||||||||||||
| 2013 Q1 |
168 | 7 | 0 | 175 | 1,371 | |||||||||||||||
| 2013 Q2 |
175 | 7 | 0 | 182 | 1,423 | |||||||||||||||
| 2013 Q3 |
182 | 7 | 0 | 189 | 1,472 | |||||||||||||||
| 2013 Q4 |
189 | 7 | 1 | 195 | 1,513 | |||||||||||||||
Investor Relations Contact:
ICR, Inc.
Anne Rakunas/Joseph Teklits
310-954-1113
anne.rakunas@icrinc.com
7