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
November 29, 2017
Date of Report (Date of Earliest Event Reported)
_______________________________________________
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 2.02 | Results of Operations and Financial Condition. |
On November 29, 2017, Tilly’s, Inc. (the “Company”) issued an earnings press release for the third quarter ended October 28, 2017. 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 |
The following exhibit is being furnished herewith.
(d) Exhibits.
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: November 29, 2017 | By: | /s/ Michael L. Henry |
Name: | Michael L. Henry | |
Title: | Chief Financial Officer | |
Exhibit 99.1
Tilly’s, Inc. Announces Fiscal 2017 Third Quarter Results
Introduces Fiscal 2017 Fourth Quarter Outlook and
Fiscal 2018 Store Opening Plans
Third Quarter Comp Store Sales Increase 1.5%, Operating Income Increases 32%
Irvine, CA – November 29, 2017 – Tilly’s, Inc. (NYSE: TLYS) today announced financial results for the third quarter and first nine months of fiscal 2017 ended October 28, 2017.
“In the third quarter, we delivered a 32% improvement in year-over-year operating income, largely driven by our sixth consecutive quarter of comp store sales growth, our fourth consecutive quarter of store traffic growth, and our continued strict inventory and expense management," commented Ed Thomas, President and Chief Executive Officer. "Having turned the operating margin trend of our business around over the past year and a half, we now believe it is the appropriate time to plan for moderate growth by targeting to open approximately 10 to 15 new stores during fiscal 2018."
Third Quarter Results Overview
The following comparisons refer to operating results for the third quarter of fiscal 2017 versus the third quarter of fiscal 2016 ended October 29, 2016:
• | Total net sales were $152.8 million, an increase of 0.5% from $152.1 million last year, despite ending the quarter with five fewer stores than a year ago (220 total stores vs. 225 last year). |
• | Comparable store sales, which includes e-commerce sales, increased 1.5%. Comparable store sales increased 4.4% in the third quarter last year. |
• | Gross profit was $50.1 million, an increase of 4.4% from $48.0 million last year. Gross margin, or gross profit as a percentage of net sales, increased to 32.8% from 31.5% last year. This 130 basis-point increase in gross margin was attributable to a 100 basis-point reduction in buying, distribution and occupancy costs, and a 30 basis-point improvement in product margins as a result of reduced markdowns. |
• | Selling, general and administrative expenses ("SG&A") were $36.0 million, or 23.5% of net sales, compared to $37.3 million, or 24.5% of net sales, last year. This 100 basis-point decrease was primarily attributable to reduced marketing spend and lower corporate payroll costs. |
• | Operating income was $14.1 million, or 9.2% of net sales, a 32.3% increase compared to $10.7 million, or 7.0% of net sales, last year. This 220 basis-point increase in our operating margin was attributable to the combination of comparable store sales growth, improved gross margins, and reduced SG&A, each as explained above. |
• | Income tax expense was $5.7 million, or 39.6% of pre-tax income, compared to $4.4 million, or 40.4% of pre-tax income, last year. |
• | Net income was $8.8 million, or $0.30 per diluted share, a 36.5% increase compared to $6.4 million, or $0.22 per diluted share, last year. |
First Nine Months Results Overview
The following comparisons refer to operating results for the first nine months of fiscal 2017 versus the first nine months of fiscal 2016 ended October 29, 2016:
• | Total net sales were $412.6 million, an increase of 0.9% from $408.7 million last year. |
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• | Comparable store sales, which includes e-commerce sales, increased 1.5%. Comparable store sales increased 0.7% in the first nine months of last year. |
• | Gross profit was $123.9 million, a 3.8% increase from $119.4 million last year. Gross margin was 30.0% compared to 29.2% last year. This 80 basis-point increase in gross margin was primarily attributable to a 70 basis-point reduction in total buying, distribution and occupancy costs and a 10 basis-point improvement in product margins. |
• | SG&A was $111.4 million, or 27.0% of net sales, compared to $110.5 million, or 27.0% of net sales, last year. SG&A includes legal provisions of $6.8 million this year compared to $1.7 million last year. After consideration of legal provisions, SG&A decreased by $4.2 million. Primary expense reductions were from marketing, non-cash store impairment charges, corporate payroll costs, and several other smaller expenses. |
• | Operating income was $12.5 million, or 3.0% of net sales, a 40.4% increase compared to $8.9 million, or 2.2% of net sales, last year. |
• | Income tax expense was $5.4 million, or 40.1% of pre-tax income, compared to $4.1 million, or 44.5% of pre-tax income, last year. |
• | Net income was $8.0 million, or $0.28 per diluted share, a 56.7% increase compared to $5.1 million, or $0.18 per diluted share, last year. |
Balance Sheet and Liquidity
As of October 28, 2017, the Company had $121.9 million of cash and marketable securities and no debt outstanding under its revolving credit facility. This compares to $105.3 million of cash and marketable securities and no debt outstanding under its revolving credit facility as of October 29, 2016. In February 2017, the Company paid a first-ever special cash dividend to its stockholders of approximately $20.1 million in the aggregate.
Fiscal 2017 Fourth Quarter Outlook
Based on current and historical trends, the Company expects its fourth quarter comparable store sales to increase by a low single-digit percentage, operating income to be in the range of approximately $10.5 million to $13.0 million, and income per diluted share to be in the range of $0.22 to $0.26. This compares to operating income of $10.4 million and income per diluted share of $0.22 for the fourth quarter of fiscal 2016. This assumes an anticipated effective tax rate of approximately 40% and weighted average shares of approximately 29.2 million.
Conference Call Information
A conference call to discuss these financial results is scheduled for today, November 29, 2017, at 4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in participating in the call are invited to dial (877) 407-4018 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 December 13, 2017, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13672925. Please note participants must enter the conference identification number in order to access the replay.
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About Tillys
Tillys is a leading specialty retailer of casual apparel, footwear and accessories for young men, young women, boys and girls with an extensive assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys is headquartered in Irvine, California and currently operates 221 total stores across 32 states and its website, www.tillys.com.
Tillys is a leading specialty retailer of casual apparel, footwear and accessories for young men, young women, boys and girls with an extensive assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys is headquartered in Irvine, California and currently operates 221 total stores across 32 states and its website, www.tillys.com.
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 operating income, future net income, future earnings per share, future gross, operating or product margins, anticipated tax rate, future inventory levels, and market share and our business and strategy, including but not limited to expected store openings and closings, expansion of brands and exclusive relationships, development and growth of our e-commerce platform and business, promotional strategy, 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 e-commerce business, effectively manage our inventory and costs, effectively compete with other retailers, enhance awareness of our brand and 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”), 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.
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Tilly’s, Inc.
Consolidated Balance Sheets
(In thousands, except par value)
(unaudited)
October 28, 2017 | January 28, 2017 | October 29, 2016 | |||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 38,912 | $ | 78,994 | $ | 43,382 | |||||
Marketable securities | 82,961 | 54,923 | 61,915 | ||||||||
Receivables | 3,647 | 3,989 | 5,873 | ||||||||
Merchandise inventories | 62,242 | 47,768 | 65,016 | ||||||||
Prepaid expenses and other current assets | 9,759 | 9,541 | 9,965 | ||||||||
Total current assets | 197,521 | 195,215 | 186,151 | ||||||||
Property and equipment, net | 87,576 | 89,219 | 93,206 | ||||||||
Other assets | 7,805 | 6,072 | 5,414 | ||||||||
Total assets | $ | 292,902 | $ | 290,506 | $ | 284,771 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 27,329 | $ | 17,584 | $ | 26,613 | |||||
Accrued expenses | 31,854 | 23,872 | 20,449 | ||||||||
Deferred revenue | 8,335 | 10,203 | 7,815 | ||||||||
Accrued compensation and benefits | 6,005 | 7,259 | 5,480 | ||||||||
Current portion of deferred rent | 5,762 | 5,643 | 6,146 | ||||||||
Current portion of capital lease obligation | 155 | 835 | 899 | ||||||||
Total current liabilities | 79,440 | 65,396 | 67,402 | ||||||||
Long-term portion of deferred rent | 31,377 | 35,890 | 36,940 | ||||||||
Other | 2,955 | — | 155 | ||||||||
Total liabilities | 113,772 | 101,286 | 104,497 | ||||||||
Stockholders’ equity: | |||||||||||
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 14,357, 13,434 and 12,672 shares issued and outstanding, respectively | 14 | 14 | 13 | ||||||||
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 14,488, 15,329 and 15,879 shares issued and outstanding, respectively | 15 | 15 | 16 | ||||||||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding | — | — | — | ||||||||
Additional paid-in capital | 140,240 | 138,102 | 135,469 | ||||||||
Retained earnings | 38,765 | 51,023 | 44,719 | ||||||||
Accumulated other comprehensive income | 96 | 66 | 57 | ||||||||
Total stockholders’ equity | 179,130 | 189,220 | 180,274 | ||||||||
Total liabilities and stockholders’ equity | $ | 292,902 | $ | 290,506 | $ | 284,771 | |||||
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Tilly’s, Inc.
Consolidated Statements of Income
(In thousands, except per share data)
(unaudited)
Three Months Ended | Nine Months Ended | ||||||||||||||
October 28, 2017 | October 29, 2016 | October 28, 2017 | October 29, 2016 | ||||||||||||
Net sales | $ | 152,824 | $ | 152,106 | $ | 412,581 | $ | 408,736 | |||||||
Cost of goods sold (includes buying, distribution, and occupancy costs) | 102,730 | 104,137 | 288,653 | 289,343 | |||||||||||
Gross profit | 50,094 | 47,969 | 123,928 | 119,393 | |||||||||||
Selling, general and administrative expenses | 35,982 | 37,302 | 111,384 | 110,460 | |||||||||||
Operating income | 14,112 | 10,667 | 12,544 | 8,933 | |||||||||||
Other income, net | 375 | 103 | 810 | 270 | |||||||||||
Income before income taxes | 14,487 | 10,770 | 13,354 | 9,203 | |||||||||||
Income tax expense | 5,730 | 4,353 | 5,354 | 4,097 | |||||||||||
Net income | $ | 8,757 | $ | 6,417 | $ | 8,000 | $ | 5,106 | |||||||
Basic income per share of Class A and Class B common stock | $ | 0.30 | $ | 0.23 | $ | 0.28 | $ | 0.18 | |||||||
Diluted income per share of Class A and Class B common stock | $ | 0.30 | $ | 0.22 | $ | 0.28 | $ | 0.18 | |||||||
Weighted average basic shares outstanding | 28,782 | 28,482 | 28,746 | 28,456 | |||||||||||
Weighted average diluted shares outstanding | 29,031 | 28,527 | 28,954 | 28,476 | |||||||||||
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Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Nine Months Ended | |||||||
October 28, 2017 | October 29, 2016 | ||||||
Cash flows from operating activities | |||||||
Net income | $ | 8,000 | $ | 5,106 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 17,644 | 17,498 | |||||
Stock-based compensation expense | 1,773 | 1,995 | |||||
Impairment of assets | 848 | 1,963 | |||||
Loss on disposal of assets | 170 | 6 | |||||
Gain on sales and maturities of marketable securities | (510 | ) | (164 | ) | |||
Deferred income taxes | (1,194 | ) | (298 | ) | |||
Changes in operating assets and liabilities: | |||||||
Receivables | 342 | (476 | ) | ||||
Merchandise inventories | (14,474 | ) | (13,659 | ) | |||
Prepaid expenses and other assets | (777 | ) | (1,084 | ) | |||
Accounts payable | 9,177 | 10,667 | |||||
Accrued expenses | 4,202 | 2,576 | |||||
Accrued compensation and benefits | (1,254 | ) | (271 | ) | |||
Deferred rent | (4,394 | ) | (3,911 | ) | |||
Deferred revenue | (1,868 | ) | (359 | ) | |||
Net cash provided by operating activities | 17,685 | 19,589 | |||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | (9,716 | ) | (14,794 | ) | |||
Proceeds from sale of property and equipment | — | 43 | |||||
Purchases of marketable securities | (112,612 | ) | (81,762 | ) | |||
Proceeds from marketable securities | 85,134 | 70,000 | |||||
Net cash used in investing activities | (37,194 | ) | (26,513 | ) | |||
Cash flows from financing activities | |||||||
Dividends paid | (20,080 | ) | — | ||||
Proceeds from exercise of stock options | 288 | 24 | |||||
Payment of capital lease obligation | (680 | ) | (639 | ) | |||
Taxes paid in lieu of shares issued for stock-based compensation | (101 | ) | (99 | ) | |||
Net cash used in financing activities | (20,573 | ) | (714 | ) | |||
Change in cash and cash equivalents | (40,082 | ) | (7,638 | ) | |||
Cash and cash equivalents, beginning of period | 78,994 | 51,020 | |||||
Cash and cash equivalents, end of period | $ | 38,912 | $ | 43,382 | |||
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Tilly's, Inc.
Store Count and Square Footage
Stores Open at Beginning of Quarter | Stores Opened During Quarter | Stores Closed During Quarter | Stores Open at End of Quarter | Total Gross Square Footage End of Quarter (in thousands) | |||||
2016 Q4 | 225 | — | 2 | 223 | 1,703 | ||||
2017 Q1 | 223 | — | 1 | 222 | 1,697 | ||||
2017 Q2 | 222 | — | 1 | 221 | 1,690 | ||||
2017 Q3 | 221 | — | 1 | 220 | 1,681 | ||||
Investor Relations Contact:
Michael Henry, Chief Financial Officer
(949) 609-5599, ext. 17000
irelations@tillys.com
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