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
March 12, 2018
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 March 12, 2018, Tilly’s, Inc. (the “Company”) issued an earnings press release for the fourth quarter and full year ended February 3, 2018. 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: March 12, 2018 | By: | /s/ Michael L. Henry |
Name: | Michael L. Henry | |
Title: | Chief Financial Officer | |
Exhibit 99.1
Tilly’s, Inc. Announces Fiscal 2017 Fourth Quarter and Full Year Results
Year-Over-Year Operating Income Up 10% for 4th Quarter, Up 24% for Full Year
4th Quarter EPS of $0.23, Including Tax Reform Charge of $0.01, In Line with Outlook
Irvine, CA – March 12, 2018 – Tilly’s, Inc. (NYSE: TLYS) today announced financial results for the fourth quarter and full year of fiscal 2017 ended February 3, 2018.
“Tillys delivered an improvement in year-over-year operating income of 10% for the fourth quarter and 24% for the 2017 fiscal year as a whole," commented Ed Thomas, President and Chief Executive Officer. "We aim to continue our operating momentum during fiscal 2018, and are off to a good start in the first quarter thus far."
Fourth Quarter Results Overview
The following comparisons refer to operating results for the fourth quarter of fiscal 2017 (14 weeks) versus the fourth quarter of fiscal 2016 (13 weeks) ended January 28, 2017:
• | Total net sales were $164.3 million, an increase of 2.6% from $160.2 million last year, despite ending the quarter with four fewer stores than a year ago (219 total stores vs. 223 last year). |
• | Comparable store sales, which includes e-commerce sales, were flat. Comparable store sales increased 0.1% in the fourth quarter last year. |
• | Gross profit was $51.4 million, an increase of 4.8% from $49.1 million last year. Gross margin, or gross profit as a percentage of net sales, increased to 31.3% from 30.6% last year. This 70 basis point increase in gross margin was attributable to a 90 basis point reduction in occupancy costs, partially offset by a 20 basis point decrease in product margins. |
• | Selling, general and administrative expenses ("SG&A") were $40.0 million, or 24.3% of net sales, compared to $38.7 million, or 24.1% of net sales, last year. This 20 basis point increase was primarily attributable to increased store payroll as a result of minimum wage increases. |
• | Operating income was $11.4 million, or 7.0% of net sales, an increase of 10.0% from $10.4 million, or 6.5% of net sales, last year. This 50 basis point increase in our operating margin was attributable to improved occupancy costs, as explained above. |
• | Income tax expense was $5.2 million, or 43.5% of pre-tax income, compared to $4.2 million, or 40.2% of pre-tax income, last year. This year's income tax expense includes a net charge of $0.2 million due to the impact of the Tax Cuts and Jobs Act (the "Act") signed into law during December 2017. |
• | Net income was $6.7 million, or $0.23 per diluted share, compared to $6.3 million, or $0.22 per diluted share, last year. |
Fiscal 2017 Full Year Results Overview
The following comparisons refer to operating results for fiscal 2017 (53 weeks) versus fiscal 2016 (52 weeks) ended January 28, 2017:
• | Total net sales were $576.9 million, an increase of 1.4% from $569.0 million last year. |
• | Comparable store sales, which includes e-commerce sales, increased 1.0%. Comparable store sales increased 0.5% in fiscal 2016. |
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• | Gross profit was $175.4 million, an increase of 4.1% from $168.5 million last year. Gross margin was 30.4% compared to 29.6% last year. This 80 basis point increase in gross margin was attributable to reductions in total buying, distribution and occupancy costs. Product margins were flat. |
• | SG&A was $151.4 million compared to $149.1 million, or 26.2% of net sales in both years. SG&A includes legal provisions of $6.8 million this year compared to $2.4 million last year. After consideration of legal provisions, the remainder of SG&A decreased by $2.1 million for the year. Primary expense reductions were from marketing, non-cash store impairment charges, corporate payroll costs, and several other smaller expenses. Increases in store payroll and system implementation expenses partially offset these decreases. |
• | Operating income was $24.0 million, or 4.2% of net sales, a 24.1% increase compared to $19.3 million, or 3.4% of net sales, last year. This 80 basis point improvement in operating income was primarily driven by increased comparable store sales and reductions in buying, distribution and occupancy costs. |
• | Income tax expense was $10.5 million, or 41.7% of pre-tax income, compared to $8.3 million, or 42.2% of pre-tax income, last year. This year's income tax expense includes the previously noted $0.2 million impact of the Act. |
• | Net income was $14.7 million, or $0.51 per diluted share, an increase of 28.8% from $11.4 million, or $0.40 per diluted share, last year. |
Balance Sheet and Liquidity
As of February 3, 2018, the Company had $136.0 million of cash and marketable securities and no debt outstanding under its revolving credit facility. This compares to $133.9 million of cash and marketable securities and no debt outstanding under its revolving credit facility as of January 28, 2017. In February 2018, the Company paid a special cash dividend to its stockholders of approximately $29.1 million in the aggregate. The Company also paid a special cash dividend to its stockholders of approximately $20.1 million in the aggregate during February 2017.
Fiscal 2018 First Quarter Outlook
Based on current and historical trends, the Company expects its first quarter comparable store sales to range from flat to a low single-digit percentage increase, operating results to range from a loss of approximately $0.5 million to income of approximately $1.0 million, and per share results to range from a loss of $(0.01) to income per diluted share of $0.03. This compares to a comparable store sales increase of 0.6%, an operating loss of $(0.2) million, and loss per share of $(0.01) for the first quarter of fiscal 2017. This outlook assumes an anticipated effective tax rate of approximately 27% and weighted average shares of approximately 29.5 million.
Conference Call Information
A conference call to discuss these financial results is scheduled for today, March 12, 2018, 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 March 26, 2018, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13676526. 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 220 total stores, including one RSQ pop-up store, 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)
February 3, 2018 | January 28, 2017 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 53,202 | $ | 78,994 | ||||
Marketable securities | 82,750 | 54,923 | ||||||
Receivables | 4,352 | 3,989 | ||||||
Merchandise inventories | 53,216 | 47,768 | ||||||
Prepaid expenses and other current assets | 9,534 | 9,541 | ||||||
Total current assets | 203,054 | 195,215 | ||||||
Property and equipment, net | 83,321 | 89,219 | ||||||
Other assets | 3,736 | 6,072 | ||||||
Total assets | $ | 290,111 | $ | 290,506 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 21,615 | $ | 17,584 | ||||
Accrued expenses | 22,731 | 23,872 | ||||||
Deferred revenue | 10,879 | 10,203 | ||||||
Accrued compensation and benefits | 6,119 | 7,259 | ||||||
Dividends payable | 29,067 | — | ||||||
Current portion of deferred rent | 5,220 | 5,643 | ||||||
Current portion of capital lease obligation | — | 835 | ||||||
Total current liabilities | 95,631 | 65,396 | ||||||
Long-term portion of deferred rent | 31,340 | 35,890 | ||||||
Other | 2,715 | — | ||||||
Total liabilities | 129,686 | 101,286 | ||||||
Stockholders’ equity: | ||||||||
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 14,927 and 13,434 shares issued and outstanding, respectively | 15 | 14 | ||||||
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 14,188 and 15,329 shares issued and outstanding, respectively | 14 | 15 | ||||||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding | — | — | ||||||
Additional paid-in capital | 143,984 | 138,102 | ||||||
Retained earnings | 16,398 | 51,023 | ||||||
Accumulated other comprehensive income | 14 | 66 | ||||||
Total stockholders’ equity | 160,425 | 189,220 | ||||||
Total liabilities and stockholders’ equity | $ | 290,111 | $ | 290,506 | ||||
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Tilly’s, Inc.
Consolidated Statements of Income
(In thousands, except per share data)
(unaudited)
14 Weeks Ended | 13 Weeks Ended | 53 Weeks Ended | 52 Weeks Ended | ||||||||||||
February 3, 2018 | January 28, 2017 | February 3, 2018 | January 28, 2017 | ||||||||||||
Net sales | $ | 164,317 | $ | 160,215 | $ | 576,899 | $ | 568,952 | |||||||
Cost of goods sold (includes buying, distribution, and occupancy costs) | 112,877 | 111,151 | 401,529 | 400,493 | |||||||||||
Gross profit | 51,440 | 49,064 | 175,370 | 168,459 | |||||||||||
Selling, general and administrative expenses | 39,999 | 38,667 | 151,384 | 149,129 | |||||||||||
Operating income | 11,441 | 10,397 | 23,986 | 19,330 | |||||||||||
Other income, net | 414 | 147 | 1,223 | 418 | |||||||||||
Income before income taxes | 11,855 | 10,544 | 25,209 | 19,748 | |||||||||||
Income tax expense | 5,156 | 4,240 | 10,509 | 8,338 | |||||||||||
Net income | $ | 6,699 | $ | 6,304 | $ | 14,700 | $ | 11,410 | |||||||
Basic income per share of Class A and Class B common stock | $ | 0.23 | $ | 0.22 | $ | 0.51 | $ | 0.40 | |||||||
Diluted income per share of Class A and Class B common stock | $ | 0.23 | $ | 0.22 | $ | 0.51 | $ | 0.40 | |||||||
Weighted average basic shares outstanding | 28,965 | 28,613 | 28,804 | 28,496 | |||||||||||
Weighted average diluted shares outstanding | 29,471 | 28,927 | 29,074 | 28,529 | |||||||||||
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Tilly’s, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Fiscal Ended | |||||||||||
February 3, 2018 | January 28, 2017 | January 30, 2016 | |||||||||
Cash flows from operating activities | |||||||||||
Net income | $ | 14,700 | $ | 11,410 | $ | 7,541 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 23,389 | 23,266 | 22,808 | ||||||||
Stock-based compensation expense | 2,411 | 2,572 | 3,926 | ||||||||
Impairment of assets | 848 | 2,352 | 2,593 | ||||||||
Loss on disposal of assets | 192 | 16 | 304 | ||||||||
Gain on sales and maturities of marketable securities | (782 | ) | (251 | ) | (100 | ) | |||||
Deferred income taxes | 2,933 | (1,174 | ) | 1,554 | |||||||
Changes in operating assets and liabilities: | |||||||||||
Receivables | (363 | ) | 1,395 | (715 | ) | ||||||
Merchandise inventories | (5,448 | ) | 3,589 | 150 | |||||||
Prepaid expenses and other assets | (562 | ) | (449 | ) | (293 | ) | |||||
Accounts payable | 3,559 | 1,623 | (6,993 | ) | |||||||
Accrued expenses | (2,732 | ) | 6,562 | 6,199 | |||||||
Accrued compensation and benefits | (1,140 | ) | 1,508 | (160 | ) | ||||||
Deferred rent | (4,973 | ) | (5,464 | ) | (948 | ) | |||||
Deferred revenue | 676 | 1,554 | 1,079 | ||||||||
Net cash provided by operating activities | 32,708 | 48,509 | 36,945 | ||||||||
Cash flows from investing activities | |||||||||||
Purchase of property and equipment | (13,753 | ) | (17,047 | ) | (23,100 | ) | |||||
Proceeds from sale of property and equipment | — | 43 | 7 | ||||||||
Purchases of marketable securities | (152,389 | ) | (99,675 | ) | (74,873 | ) | |||||
Proceeds from marketable securities | 125,264 | 95,021 | 60,000 | ||||||||
Net cash used in investing activities | (40,878 | ) | (21,658 | ) | (37,966 | ) | |||||
Cash flows from financing activities | |||||||||||
Dividends paid | (20,080 | ) | — | — | |||||||
Proceeds from exercise of stock options | 3,394 | 2,080 | 3,094 | ||||||||
Payment of capital lease obligation | (835 | ) | (858 | ) | (807 | ) | |||||
Taxes paid in lieu of shares issued for stock-based compensation | (101 | ) | (99 | ) | (35 | ) | |||||
Net cash (used in) provided by financing activities | (17,622 | ) | 1,123 | 2,252 | |||||||
Change in cash and cash equivalents | (25,792 | ) | 27,974 | 1,231 | |||||||
Cash and cash equivalents, beginning of period | 78,994 | 51,020 | 49,789 | ||||||||
Cash and cash equivalents, end of period | $ | 53,202 | $ | 78,994 | $ | 51,020 | |||||
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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 | ||||
2017 Q4 | 220 | 2 | 3 | 219 | 1,668 | ||||
Investor Relations Contact:
Michael Henry, Chief Financial Officer
(949) 609-5599, ext. 17000
irelations@tillys.com
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