Delaware | 1-35535 | 45-2164791 | ||
(State of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
¨ | 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. |
Item 9.01 | Financial Statements and Exhibits |
TILLY’S, INC. | ||
Date: November 28, 2018 | By: | /s/ Michael L. Henry |
Name: | Michael L. Henry | |
Title: | Chief Financial Officer |
• | Comparable store net sales, including e-commerce, increased 4.3%. Comparable store net sales in physical stores increased 1.3% and represented approximately 86% of total net sales. E-commerce net sales increased 26.7% and represented approximately 14% of total net sales. Comparable store net sales, including e-commerce, increased 1.5% in the third quarter last year. |
• | Total net sales of $146.8 million decreased by $6.0 million, or 3.9%, from $152.8 million last year, due to the calendar shift impact of last year's 53rd week in the retail calendar. This retail calendar shift caused a portion of the back-to-school season to shift into the second quarter this year from the third quarter last year, reducing last year's comparable net sales base for the third quarter by approximately $14 million. This retail calendar shift impact was partially offset by an aggregate increase of approximately $8 million in comparable store net sales and net sales from seven net new stores. |
• | Gross profit of $45.8 million decreased by $4.3 million, or 8.6%, from $50.1 million last year, primarily due to the calendar shift impact on net sales described above. Gross margin, or gross profit as a percentage of net sales, decreased to 31.2% from 32.8% last year due to the retail calendar shift impact on net sales. Buying, distribution and occupancy costs deleveraged 200 basis points against lower total net sales. Product margins improved 40 basis points, primarily due to lower total markdowns as a percentage of net sales. |
• | Selling, general and administrative expenses ("SG&A") were $37.6 million, or 25.6% of net sales, compared to $36.0 million, or 23.5% of net sales, last year. As expected, SG&A deleveraged 210 basis points compared to last year primarily due to the calendar shift impact on net sales described above. The $1.6 million increase in SG&A was primarily attributable to an increase in store payroll of $0.9 million due in part to minimum wage increases, expenses of $0.7 million associated with our secondary offering completed in early September 2018, and increased online marketing costs of $0.6 million associated with e-commerce net sales growth, partially offset by a legal matter accrual of $0.7 million in the prior year. |
• | Operating income was $8.2 million, or 5.6% of net sales, compared to $14.1 million, or 9.2% of net sales, last year. The $5.9 million reduction in operating income was attributable to the retail calendar shift impact on net sales described above. |
• | Income tax expense was $2.4 million, or 26.8% of pre-tax income, compared to $5.7 million, or 39.6% of pre-tax income last year. The reduction in this year's income tax rate was attributable to the change in corporate tax rates signed into law late last year. |
• | Net income was $6.4 million, or $0.21 per diluted share, compared to $8.8 million, or $0.30 per diluted share, last year. The $0.09 decrease in earnings per share was attributable to the combination of the retail calendar shift impact on net sales of approximately $0.11 per diluted share and costs associated with the secondary offering completed in early September 2018 of approximately $0.02 per diluted share. The remaining positive variance was primarily due to improved operating results driven by increased comparable store net sales. On a non-GAAP basis, excluding the impact of the secondary offering costs this year and the impact of the legal matter accrual last year, net income was $7.1 million, or $0.24 per diluted share, this year compared to $9.2 million, or $0.31 per diluted share, last year. |
• | Comparable store net sales, including e-commerce, increased 3.1%. Comparable store net sales in physical stores increased 2.2% and represented approximately 87% of total net sales. E-commerce net sales increased 9.2% and represented approximately 13% of total net sales. Comparable store net sales, including e-commerce, increased 1.5% in the first three quarters last year. |
• | Total net sales of $427.9 million increased by $15.3 million, or 3.7%, from $412.6 million last year, primarily due to increased comparable store net sales and net sales from seven net new stores. |
• | Gross profit of $130.9 million increased by $6.9 million, or 5.6%, from $123.9 million last year. Gross margin increased to 30.6% from 30.0% last year primarily due to leveraging lower total occupancy costs on higher total net sales. Product margins improved by 10 basis points due to lower markdowns as a percentage of net sales. |
• | SG&A was $108.8 million, or 25.4% of net sales, compared to $111.4 million, or 27.0% of net sales, last year. Last year's SG&A included an estimated $6.8 million in provisions related to legal matters. This year's SG&A includes a $1.5 million reduction to such provisions as a result of the final settlement of the related legal matter in early August 2018, and $0.7 million in expenses associated with our secondary offering completed in early September 2018. The net year-over-year impact of these legal matter provisions, partially offset by our secondary offering expenses, accounted for the improvement in SG&A as a percentage of net sales. After consideration of the legal matter impacts and secondary offering costs, primary dollar increases in SG&A were attributable to an increase in store payroll of $2.1 million primarily due to minimum wage increases and higher comparable store net sales, increased corporate bonus provisions of $1.2 million due to improved operating results, and increased online marketing costs of $1.1 million associated with e-commerce net sales growth. On a non-GAAP basis, excluding the impact of legal provisions from both years and the secondary offering costs from this year, SG&A was $109.6 million, or 25.6% of net sales, compared to $104.6 million, or 25.3% of net sales, last year. |
• | Operating income of $22.0 million, or 5.2% of net sales, increased by $9.5 million compared to $12.5 million, or 3.0% of net sales, last year. Of this $9.5 million improvement in year-over-year operating income, approximately $7.6 million was attributable to the net aggregate year-over-year impact of the legal matters and secondary offering expenses noted above, and approximately $1.9 million was attributable to increased comparable store net sales results and occupancy reductions. On a non-GAAP basis, excluding the impact of legal provisions from both years and the secondary offering |
• | Income tax expense was $6.1 million, or 26.1% of pre-tax income, compared to $5.4 million, or 40.1% of pre-tax income, last year. The reduction in this year's income tax rate was primarily attributable to the change in corporate tax rates signed into law late last year. On a non-GAAP basis, excluding the impact of legal provisions from both years and the secondary offering costs from this year, income tax expense was $5.8 million compared to $8.0 million last year. |
• | Net income was $17.4 million, or $0.58 per diluted share, compared to $8.0 million, or $0.28 per diluted share, last year. Of the $0.30 improvement in year-over-year earnings per share, approximately half was attributable to the aggregate legal matter and secondary offering expenses noted above, and the other half was due to improved operating results driven by increased comparable store net sales and occupancy reductions. On a non-GAAP basis, excluding the impact of the legal provisions from both years and the secondary offering costs from this year, net income was $17.0 million, or $0.57 per diluted share, compared to $12.1 million, or $0.42 per diluted share, last year. |
November 3, 2018 | February 3, 2018 | October 28, 2017 | |||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 24,751 | $ | 53,202 | $ | 38,912 | |||||
Marketable securities | 95,766 | 82,750 | 82,961 | ||||||||
Receivables | 7,608 | 4,352 | 3,647 | ||||||||
Merchandise inventories | 73,772 | 53,216 | 62,242 | ||||||||
Prepaid expenses and other current assets | 10,707 | 9,534 | 9,759 | ||||||||
Total current assets | 212,604 | 203,054 | 197,521 | ||||||||
Property and equipment, net | 78,679 | 83,321 | 87,576 | ||||||||
Other assets | 3,667 | 3,736 | 7,805 | ||||||||
Total assets | $ | 294,950 | $ | 290,111 | $ | 292,902 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 34,352 | $ | 21,615 | $ | 27,329 | |||||
Accrued expenses | 20,292 | 22,731 | 31,854 | ||||||||
Deferred revenue | 7,144 | 10,879 | 8,335 | ||||||||
Accrued compensation and benefits | 9,487 | 6,119 | 6,005 | ||||||||
Dividends payable | — | 29,067 | — | ||||||||
Current portion of deferred rent | 5,466 | 5,220 | 5,762 | ||||||||
Current portion of capital lease obligation | — | — | 155 | ||||||||
Total current liabilities | 76,741 | 95,631 | 79,440 | ||||||||
Long-term portion of deferred rent | 31,624 | 31,340 | 31,377 | ||||||||
Other | 1,997 | 2,715 | 2,955 | ||||||||
Total liabilities | 110,362 | 129,686 | 113,772 | ||||||||
Stockholders’ equity: | |||||||||||
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 21,536, 14,927 and 14,357 shares issued and outstanding, respectively | 21 | 15 | 14 | ||||||||
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,944, 14,188 and 14,488 shares issued and outstanding, respectively | 8 | 14 | 15 | ||||||||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding | — | — | — | ||||||||
Additional paid-in capital | 149,141 | 143,984 | 140,240 | ||||||||
Retained earnings | 35,204 | 16,398 | 38,765 | ||||||||
Accumulated other comprehensive income | 214 | 14 | 96 | ||||||||
Total stockholders’ equity | 184,588 | 160,425 | 179,130 | ||||||||
Total liabilities and stockholders’ equity | $ | 294,950 | $ | 290,111 | $ | 292,902 |
Three Months Ended | Nine Months Ended | ||||||||||||||
November 3, 2018 | October 28, 2017 | November 3, 2018 | October 28, 2017 | ||||||||||||
Net sales | $ | 146,826 | $ | 152,824 | $ | 427,866 | $ | 412,581 | |||||||
Cost of goods sold (includes buying, distribution, and occupancy costs) | 101,041 | 102,730 | 296,999 | 288,653 | |||||||||||
Gross profit | 45,785 | 50,094 | 130,867 | 123,928 | |||||||||||
Selling, general and administrative expenses | 37,558 | 35,982 | 108,831 | 111,384 | |||||||||||
Operating income | 8,227 | 14,112 | 22,036 | 12,544 | |||||||||||
Other income, net | 585 | 375 | 1,457 | 810 | |||||||||||
Income before income taxes | 8,812 | 14,487 | 23,493 | 13,354 | |||||||||||
Income tax expense | 2,364 | 5,730 | 6,134 | 5,354 | |||||||||||
Net income | $ | 6,448 | $ | 8,757 | $ | 17,359 | $ | 8,000 | |||||||
Basic income per share of Class A and Class B common stock | $ | 0.22 | $ | 0.30 | $ | 0.59 | $ | 0.28 | |||||||
Diluted income per share of Class A and Class B common stock | $ | 0.21 | $ | 0.30 | $ | 0.58 | $ | 0.28 | |||||||
Weighted average basic shares outstanding | 29,373 | 28,782 | 29,221 | 28,746 | |||||||||||
Weighted average diluted shares outstanding | 30,075 | 29,031 | 29,746 | 28,954 |
Third Quarter Ended | Nine Months Ended | ||||||||||||||
November 3, 2018 | October 28, 2017 | November 3, 2018 | October 28, 2017 | ||||||||||||
Selling, general and administrative, as reported | $ | 37,558 | $ | 35,982 | $ | 108,831 | $ | 111,384 | |||||||
Legal settlement | — | (650 | ) | 1,458 | (6,816 | ) | |||||||||
Secondary offering costs | (714 | ) | — | (714 | ) | — | |||||||||
Non-GAAP selling, general and administrative | $ | 36,844 | $ | 35,332 | $ | 109,575 | $ | 104,568 | |||||||
Operating income, as reported | $ | 8,227 | $ | 14,112 | $ | 22,036 | $ | 12,544 | |||||||
Legal settlement | — | 650 | (1,458 | ) | 6,816 | ||||||||||
Secondary offering costs | 714 | — | 714 | — | |||||||||||
Non-GAAP operating income | $ | 8,941 | $ | 14,762 | $ | 21,292 | $ | 19,360 | |||||||
Income tax expense, as reported | $ | 2,364 | $ | 5,730 | $ | 6,134 | $ | 5,354 | |||||||
Income tax effect of legal settlement (1) | — | 255 | (386 | ) | 2,679 | ||||||||||
Income tax effect of secondary offering costs (1) | 189 | — | 189 | — | |||||||||||
Income tax effect of non-deductibility of a portion of secondary offering costs (1) | (165 | ) | — | (165 | ) | — | |||||||||
Non-GAAP income tax expense | $ | 2,388 | $ | 5,985 | $ | 5,772 | $ | 8,033 | |||||||
Net income, as reported | $ | 6,448 | $ | 8,757 | $ | 17,359 | $ | 8,000 | |||||||
Legal settlement | — | 650 | (1,458 | ) | 6,816 | ||||||||||
Secondary offering costs | 714 | — | 714 | — | |||||||||||
Less: Income tax effects (1) | (24 | ) | (255 | ) | 362 | (2,679 | ) | ||||||||
Non-GAAP net income | $ | 7,138 | $ | 9,152 | $ | 16,977 | $ | 12,137 | |||||||
Diluted income per share, as reported | $ | 0.214 | $ | 0.30 | $ | 0.584 | $ | 0.28 | |||||||
Legal settlement, net of taxes (1) | — | 0.01 | (0.036 | ) | 0.14 | ||||||||||
Secondary offering costs, net of taxes (1) | 0.023 | — | 0.023 | — | |||||||||||
Non-GAAP diluted income per share | $ | 0.237 | $ | 0.31 | $ | 0.571 | $ | 0.42 | |||||||
Weighted average basic shares outstanding | 29,373 | 28,782 | 29,221 | 28,746 | |||||||||||
Weighted average diluted shares outstanding | 30,075 | 29,031 | 29,746 | 28,954 |
Nine Months Ended | |||||||
November 3, 2018 | October 28, 2017 | ||||||
Cash flows from operating activities | |||||||
Net income | $ | 17,359 | $ | 8,000 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 16,966 | 17,644 | |||||
Stock-based compensation expense | 1,662 | 1,773 | |||||
Impairment of assets | 786 | 848 | |||||
Loss on disposal of assets | 11 | 170 | |||||
Gain on marketable securities | (983 | ) | (510 | ) | |||
Deferred income taxes | (419 | ) | (1,194 | ) | |||
Changes in operating assets and liabilities: | |||||||
Receivables | (3,256 | ) | 342 | ||||
Merchandise inventories | (20,746 | ) | (14,474 | ) | |||
Prepaid expenses and other assets | (1,290 | ) | (777 | ) | |||
Accounts payable | 12,859 | 9,177 | |||||
Accrued expenses | (6,006 | ) | 4,202 | ||||
Accrued compensation and benefits | 3,368 | (1,254 | ) | ||||
Deferred rent | 530 | (4,394 | ) | ||||
Deferred revenue | (1,562 | ) | (1,868 | ) | |||
Net cash provided by operating activities | 19,279 | 17,685 | |||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | (10,394 | ) | (9,716 | ) | |||
Purchases of marketable securities | (116,442 | ) | (112,612 | ) | |||
Proceeds from marketable securities | 104,678 | 85,134 | |||||
Net cash used in investing activities | (22,158 | ) | (37,194 | ) | |||
Cash flows from financing activities | |||||||
Dividends paid | (29,067 | ) | (20,080 | ) | |||
Proceeds from exercise of stock options | 3,606 | 288 | |||||
Taxes paid in lieu of shares issued for stock-based compensation | (111 | ) | (101 | ) | |||
Payment of capital lease obligation | — | (680 | ) | ||||
Net cash used in financing activities | (25,572 | ) | (20,573 | ) | |||
Change in cash and cash equivalents | (28,451 | ) | (40,082 | ) | |||
Cash and cash equivalents, beginning of period | 53,202 | 78,994 | |||||
Cash and cash equivalents, end of period | $ | 24,751 | $ | 38,912 |
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) | |||||
2017 Q3 | 221 | — | 1 | 220 | 1,681 | ||||
2017 Q4 | 220 | 2 | 3 | 219 | 1,668 | ||||
2018 Q1 | 219 | 4 | 1 | 222 | 1,675 | ||||
2018 Q2 | 222 | 4 | — | 226 | 1,698 | ||||
2018 Q3 | 226 | 5 | 4 | 227 | 1,693 |