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: March 14, 2019 | By: | /s/ Michael L. Henry |
Name: | Michael L. Henry | |
Title: | Chief Financial Officer |
• | Total net sales were $170.6 million, an increase of 3.8% from $164.3 million last year, despite last year's fourth quarter containing an extra week of net sales worth approximately $7.1 million to the quarter. The Company ended fiscal 2018 with 229 total stores, including four RSQ-branded pop-up stores, compared to 219 full-size stores last year. |
• | Comparable store net sales, which includes e-commerce net sales, increased 6.4% compared to flat comparable store net sales during last year's fourth quarter. E-commerce net sales increased 49.6% and represented approximately 20% of total net sales this year, compared to a decrease of 12% and a 14% share of total net sales last year. Comparable store net sales in physical stores decreased 0.9% and represented approximately 80% of total net sales, compared to an increase of 2.3% and an 86% share of total net sales last year. |
• | Gross profit was $52.2 million, an increase of 1.4% from $51.4 million last year. Gross margin, or gross profit as a percentage of net sales, decreased to 30.6% from 31.3% last year. This 70 basis point decrease in gross margin was due to a 120 basis point increase in distribution costs primarily as a result of higher e-commerce shipping costs associated with strong e-commerce net sales growth. This cost increase was partially offset by a 20 basis point decrease in occupancy costs and a 20 basis point improvement in product margins. While occupancy costs were approximately $0.5 million higher in total dollars due to having 10 net new stores compared to last year, they were lower as a percentage of net sales due to the Company's net sales increase. Product margins improved primarily due to lower total markdowns as a percentage of net sales, partially offset by lower initial markups attributable to a product mix shift toward branded merchandise. |
• | Selling, general and administrative expenses ("SG&A") were $41.2 million, or 24.2% of net sales, compared to $40.0 million, or 24.3% of net sales, last year. The $1.2 million increase in SG&A was primarily attributable to higher corporate bonus provisions of approximately $1.1 million associated with improved operating results for fiscal 2018 as a whole. This year's SG&A included approximately $0.9 million in expense reductions related to negotiated resolutions of certain vendor disputes. On a non-GAAP basis, excluding these negotiated expense reductions, non-GAAP SG&A was $42.1 million, or 24.7% of net sales, compared to $40.0 million, or 24.3% of net sales, last year. |
• | Operating income was $10.9 million, or 6.4% of net sales, compared to $11.4 million, or 7.0% of net sales, last year. The decrease in our operating results was attributable to last year's fourth quarter containing an extra week of net sales worth approximately $7.1 million, which helped create greater |
• | Income tax expense was $3.1 million, or 26.4% of pre-tax income, compared to $5.2 million, or 43.5% of pre-tax income, last year. The reduction in this year's income tax rate was attributable to the new corporate tax rates that went into effect for 2018. On a non-GAAP basis, excluding the negotiated expense reductions noted above, non-GAAP income tax expense was $2.9 million, or 26.4% of non-GAAP pre-tax income, compared to $5.2 million, or 43.5% of non-GAAP tax income, last year. |
• | Net income was $8.7 million, or $0.29 per diluted share, compared to $6.7 million, or $0.23 per diluted share, last year. On a non-GAAP basis, excluding the negotiated expense reductions noted above, non-GAAP net income was $8.0 million, or $0.27 per diluted share, compared to $6.7 million, or $0.23 per diluted share, last year. |
• | Total net sales were $598.5 million, an increase of 3.7% from $576.9 million last year, despite fiscal 2017 containing an extra week of net sales worth approximately $5.8 million to the year. |
• | Comparable store net sales increased 4.0% in fiscal 2018, following a 1.0% increase in fiscal 2017. Comparable store net sales in physical stores increased 1.4% and represented approximately 85% of total net sales, compared to an increase of 1.6% and a 87% share of total net sales last year. E-commerce net sales increased 21.7% and represented approximately 15% of total net sales, compared to a decrease of 2.5% and a 13% share of total net sales last year. |
• | Gross profit was $180.9 million, an increase of 3.2% from $175.4 million last year. Gross margin was 30.2%, compared to 30.4% last year. This 20 basis point decrease in gross margin was primarily attributable to a 50 basis point increase in distribution costs and a 30 basis point decrease in product margins, partially offset by a 70 basis point decrease in occupancy costs. Distribution costs increased primarily as a result of higher e-commerce shipping costs associated with e-commerce net sales growth. Product margins declined primarily due to lower initial markups associated with a product mix shift towards branded merchandise. Total occupancy expenses were approximately $0.4 million lower than last year, despite having 10 net new stores, primarily due to reductions in lease costs. |
• | SG&A was $149.4 million, or 25.0% of net sales, compared to $151.4 million, or 26.2% of net sales, last year. Last year's SG&A included $6.8 million in legal matter provisions. This year's SG&A included a $1.5 million reduction to such provisions as a result of the final settlement of a legal matter in early August 2018, and $0.7 million in costs 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 costs, accounted for the improvement in SG&A as a percentage of net sales. On a non-GAAP basis, excluding the impact of the legal provisions from both years, and the secondary offering costs and the negotiated expense reductions noted above, non-GAAP SG&A was $151.0 million, or 25.2% of net sales, compared to $144.6 million, or 25.1% of net sales, last year. Primary dollar increases in SG&A were attributable to store payroll of $1.9 million primarily due to minimum wage increases and higher comparable store net sales, online marketing costs of $1.7 million associated with e-commerce net sales growth, corporate bonus provisions of $1.7 million due to improved operating results, and e-commerce fulfillment costs of $0.9 million due to e-commerce net sales growth. |
• | Operating income was $31.5 million, or 5.3% of net sales, compared to $24.0 million, or 4.2% of net sales, last year. This 110 basis point improvement in operating income was primarily due to the reduction in legal provisions compared to last year described above. On a non-GAAP basis, excluding the impact of the legal provisions from both years, and the secondary offering costs and the negotiated expense reductions noted above, non-GAAP operating income was $29.9 million, or 5.0% of net sales, compared to $30.8 million, or 5.3% of net sales, last year. This decrease in our non-GAAP operating results was primarily attributable to the extra week of net sales in fiscal 2017 worth approximately $5.8 million, which helped leverage our relatively fixed expense base last year. |
• | Income tax expense was $8.9 million, or 26.2% of pre-tax income, compared to $10.5 million, or 41.7% of pre-tax income, last year. The reduction in this year's income tax rate was attributable to the new corporate tax rates that went into effect in 2018. On a non-GAAP basis, excluding the impact of legal provisions from both years, and the secondary offering costs and the negotiated expense reductions noted above, non-GAAP income tax expense was $8.3 million, or 25.8% of non-GAAP pre-tax income, compared to $13.1 million, or 41.0% of non-GAAP pre-tax income, last year. |
• | Net income was $24.9 million, or $0.84 per diluted share, compared to $14.7 million, or $0.51 per diluted share, last year. Of the $0.33 improvement in year-over-year earnings per diluted share, approximately $0.18 was attributable to the aggregate impact of legal matters, the secondary offering costs and the negotiated expense reductions noted above, and approximately $0.15 was attributable to improved operating results. On a non-GAAP basis, excluding the impact of legal provisions from both years, and the secondary offering costs and the negotiated expense reductions noted above, non-GAAP net income was $23.9 million, or $0.80 per diluted share, compared to $18.9 million, or $0.65 per diluted shared, last year. |
February 2, 2019 | February 3, 2018 | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 68,160 | $ | 53,202 | ||||
Marketable securities | 75,919 | 82,750 | ||||||
Receivables | 6,082 | 4,352 | ||||||
Merchandise inventories | 55,809 | 53,216 | ||||||
Prepaid expenses and other current assets | 11,171 | 9,534 | ||||||
Total current assets | 217,141 | 203,054 | ||||||
Property and equipment, net | 73,842 | 83,321 | ||||||
Other assets | 2,185 | 3,736 | ||||||
Total assets | $ | 293,168 | $ | 290,111 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 24,207 | $ | 21,615 | ||||
Accrued expenses | 18,756 | 22,731 | ||||||
Deferred revenue | 10,373 | 10,879 | ||||||
Accrued compensation and benefits | 8,930 | 6,119 | ||||||
Dividends payable | 29,453 | 29,067 | ||||||
Current portion of deferred rent | 5,540 | 5,220 | ||||||
Total current liabilities | 97,259 | 95,631 | ||||||
Long-term portion of deferred rent | 30,825 | 31,340 | ||||||
Other | 1,757 | 2,715 | ||||||
Total liabilities | 129,841 | 129,686 | ||||||
Stockholders’ equity: | ||||||||
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 21,642 and 14,927 shares issued and outstanding, respectively | 21 | 15 | ||||||
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,844 and 14,188 shares issued and outstanding, respectively | 8 | 14 | ||||||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding | — | — | ||||||
Additional paid-in capital | 149,737 | 143,984 | ||||||
Retained earnings | 13,335 | 16,398 | ||||||
Accumulated other comprehensive income | 226 | 14 | ||||||
Total stockholders’ equity | 163,327 | 160,425 | ||||||
Total liabilities and stockholders’ equity | $ | 293,168 | $ | 290,111 |
13 Weeks Ended | 14 Weeks Ended | 52 Weeks Ended | 53 Weeks Ended | ||||||||||||
February 2, 2019 | February 3, 2018 | February 2, 2019 | February 3, 2018 | ||||||||||||
Net sales | $ | 170,612 | $ | 164,317 | $ | 598,478 | $ | 576,899 | |||||||
Cost of goods sold (includes buying, distribution, and occupancy costs) | 118,455 | 112,877 | 417,582 | 401,529 | |||||||||||
Gross profit | 52,157 | 51,440 | 180,896 | 175,370 | |||||||||||
Selling, general and administrative expenses | 41,223 | 39,999 | 149,416 | 151,384 | |||||||||||
Operating income | 10,934 | 11,441 | 31,480 | 23,986 | |||||||||||
Other income, net | 856 | 414 | 2,313 | 1,223 | |||||||||||
Income before income taxes | 11,790 | 11,855 | 33,793 | 25,209 | |||||||||||
Income tax expense | 3,113 | 5,156 | 8,850 | 10,509 | |||||||||||
Net income | $ | 8,677 | $ | 6,699 | $ | 24,943 | $ | 14,700 | |||||||
Basic income per share of Class A and Class B common stock | $ | 0.29 | $ | 0.23 | $ | 0.85 | $ | 0.51 | |||||||
Diluted income per share of Class A and Class B common stock | $ | 0.29 | $ | 0.23 | $ | 0.84 | $ | 0.51 | |||||||
Weighted average basic shares outstanding | 29,451 | 28,965 | 29,278 | 28,804 | |||||||||||
Weighted average diluted shares outstanding | 29,836 | 29,471 | 29,768 | 29,074 |
13 Weeks Ended | 14 Weeks Ended | 52 Weeks Ended | 53 Weeks Ended | ||||||||||||
February 2, 2019 | February 3, 2018 | February 2, 2019 | February 3, 2018 | ||||||||||||
Selling, general and administrative, as reported | $ | 41,223 | $ | 39,999 | $ | 149,416 | $ | 151,384 | |||||||
Legal settlement | — | — | 1,458 | (6,816 | ) | ||||||||||
Negotiated expense reductions | 878 | — | 878 | — | |||||||||||
Secondary offering costs | — | — | (714 | ) | — | ||||||||||
Non-GAAP selling, general and administrative | $ | 42,101 | $ | 39,999 | $ | 151,038 | $ | 144,568 | |||||||
Operating income, as reported | $ | 10,934 | $ | 11,441 | $ | 31,480 | $ | 23,986 | |||||||
Legal settlement | — | — | (1,458 | ) | 6,816 | ||||||||||
Negotiated expense reductions | (878 | ) | — | (878 | ) | — | |||||||||
Secondary offering costs | — | — | 714 | — | |||||||||||
Non-GAAP operating income | $ | 10,056 | $ | 11,441 | $ | 29,858 | $ | 30,802 | |||||||
Income tax expense, as reported | $ | 3,113 | $ | 5,156 | $ | 8,850 | $ | 10,509 | |||||||
Income tax effect of legal settlement (1) | — | — | (389 | ) | 2,631 | ||||||||||
Income tax effect of negotiated expense reductions (1) | (234 | ) | — | (234 | ) | — | |||||||||
Income tax effect of secondary offering costs (1) | — | — | 191 | — | |||||||||||
Income tax effect of non-deductibility of a portion of secondary offering costs (1) | — | — | (130 | ) | — | ||||||||||
Non-GAAP income tax expense | $ | 2,879 | $ | 5,156 | $ | 8,288 | $ | 13,140 | |||||||
Net income, as reported | $ | 8,677 | $ | 6,699 | $ | 24,943 | $ | 14,700 | |||||||
Legal settlement | — | — | (1,458 | ) | 6,816 | ||||||||||
Negotiated expense reductions | (878 | ) | — | (878 | ) | — | |||||||||
Secondary offering costs | — | — | 714 | — | |||||||||||
Less: Income tax effects (1) | 234 | — | 562 | (2,631 | ) | ||||||||||
Non-GAAP net income | $ | 8,033 | $ | 6,699 | $ | 23,883 | $ | 18,885 | |||||||
Diluted income per share, as reported | $ | 0.29 | $ | 0.23 | $ | 0.84 | $ | 0.51 | |||||||
Legal settlement, net of taxes (1) | — | — | (0.04 | ) | 0.14 | ||||||||||
Negotiated expense reductions, net of taxes (1) | (0.02 | ) | — | (0.02 | ) | — | |||||||||
Secondary offering costs, net of taxes (1) | — | — | 0.02 | — | |||||||||||
Non-GAAP diluted income per share | $ | 0.27 | $ | 0.23 | $ | 0.80 | $ | 0.65 | |||||||
Weighted average basic shares outstanding | 29,451 | 28,965 | 29,278 | 28,804 | |||||||||||
Weighted average diluted shares outstanding | 29,836 | 29,471 | 29,768 | 29,074 |
Fiscal Year Ended | |||||||||||
February 2, 2019 | February 3, 2018 | January 28, 2017 | |||||||||
Cash flows from operating activities | |||||||||||
Net income | $ | 24,943 | $ | 14,700 | $ | 11,410 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization | 22,485 | 23,389 | 23,266 | ||||||||
Stock-based compensation expense | 2,212 | 2,411 | 2,572 | ||||||||
Impairment of assets | 786 | 848 | 2,352 | ||||||||
Loss on disposal of assets | 30 | 192 | 16 | ||||||||
Gain on sales and maturities of marketable securities | (1,552 | ) | (782 | ) | (251 | ) | |||||
Deferred income taxes | 953 | 2,933 | (1,174 | ) | |||||||
Changes in operating assets and liabilities: | |||||||||||
Receivables | (1,730 | ) | (363 | ) | 1,395 | ||||||
Merchandise inventories | (2,783 | ) | (5,448 | ) | 3,589 | ||||||
Prepaid expenses and other assets | (1,641 | ) | (562 | ) | (449 | ) | |||||
Accounts payable | 3,195 | 3,559 | 1,623 | ||||||||
Accrued expenses | (4,438 | ) | (2,732 | ) | 6,562 | ||||||
Accrued compensation and benefits | 2,811 | (1,140 | ) | 1,508 | |||||||
Deferred rent | (195 | ) | (4,973 | ) | (5,464 | ) | |||||
Deferred revenue | 1,667 | 676 | 1,554 | ||||||||
Net cash provided by operating activities | 46,743 | 32,708 | 48,509 | ||||||||
Cash flows from investing activities | |||||||||||
Purchase of property and equipment | (14,923 | ) | (13,753 | ) | (17,047 | ) | |||||
Proceeds from sale of property and equipment | 3 | — | 43 | ||||||||
Purchases of marketable securities | (136,198 | ) | (152,389 | ) | (99,675 | ) | |||||
Proceeds from marketable securities | 144,859 | 125,264 | 95,021 | ||||||||
Net cash used in investing activities | (6,259 | ) | (40,878 | ) | (21,658 | ) | |||||
Cash flows from financing activities | |||||||||||
Dividends paid | (29,067 | ) | (20,080 | ) | — | ||||||
Proceeds from exercise of stock options | 3,652 | 3,394 | 2,080 | ||||||||
Payment of capital lease obligation | — | (835 | ) | (858 | ) | ||||||
Taxes paid in lieu of shares issued for stock-based compensation | (111 | ) | (101 | ) | (99 | ) | |||||
Net cash (used in) provided by financing activities | (25,526 | ) | (17,622 | ) | 1,123 | ||||||
Change in cash and cash equivalents | 14,958 | (25,792 | ) | 27,974 | |||||||
Cash and cash equivalents, beginning of period | 53,202 | 78,994 | 51,020 | ||||||||
Cash and cash equivalents, end of period | $ | 68,160 | $ | 53,202 | $ | 78,994 |
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 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 | ||||
2018 Q4 | 227 | 2 | — | 229 | 1,703 |