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)) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A Common Stock, $0.001 par value per share | TLYS | New York Stock Exchange |
Item 2.02 | Results of Operations and Financial Condition. |
Item 9.01 | Financial Statements and Exhibits |
TILLY’S, INC. | ||
Date: December 4, 2019 | By: | /s/ Michael L. Henry |
Name: | Michael L. Henry | |
Title: | Chief Financial Officer |
• | Total net sales were $154.8 million, an increase of $8.0 million or 5.4%, compared to $146.8 million last year. The Company ended the quarter with 232 total stores, including one RSQ-branded pop-up store, compared to 227 total stores, including four RSQ-branded pop-up stores, last year. |
• | Comparable store net sales, which includes e-commerce net sales, increased 3.1% compared to last year's third quarter increase of 4.3%. Comparable store net sales in physical stores increased 2.4% and represented approximately 85.3% of total net sales, compared to an increase of 1.3% and an 85.5% share of total net sales last year. E-commerce net sales increased 7.4% and represented approximately 14.7% of total net sales this year, compared to an increase of 26.7% and a 14.5% share of total net sales last year. |
• | Gross profit was $47.2 million, an increase of $3.5 million or 8.1%, compared to $43.7 million last year. Gross margin, or gross profit as a percentage of net sales, increased to 30.5% from 29.7% last year. Product margins increased 80 basis points as a percentage of net sales. Buying, distribution and occupancy costs deleveraged by less than 10 basis points, primarily due to severance and other transition expenses of approximately $0.7 million related to our change in merchandising leadership during the third quarter, largely offset by improved leverage of distribution costs. |
• | Selling, general and administrative expenses ("SG&A") were $39.5 million, or 25.5% of net sales, compared to $36.9 million, or 25.1% of net sales, last year. The $2.5 million increase in SG&A was primarily due to higher marketing and fulfillment expenses of approximately $1.0 million largely as a result of e-commerce net sales growth, an asset write-off charge of $0.5 million relating to mobile app development, higher store payroll expenses of approximately $0.5 million resulting from minimum wage and store count growth, and higher temporary labor expenses of approximately $0.5 million. Last year's SG&A also includes approximately $0.7 million of expenses associated with our secondary offering completed in early September 2018. |
• | Operating income was $7.7 million, or 5.0% of net sales, compared to $6.7 million, or 4.6% of net sales, last year. The $1.0 million increase in operating income was primarily driven by net sales growth more than offsetting the expense increases noted above. On a non-GAAP basis, excluding the severance and related transition expenses noted above from this year and the secondary offering costs noted above from last year, non-GAAP operating income was $8.4 million, or 5.4% of net sales, compared to $7.5 million, or 5.1% of net sales, last year. |
• | Income tax expense was $2.2 million, or 25.9% of pre-tax income, compared to $2.0 million, or 26.9% of pre-tax income, last year. On a non-GAAP basis, excluding the severance and related transition costs noted above from this year and the secondary offering costs noted above from last |
• | Net income was $6.4 million, or $0.21 per diluted share, compared to $5.4 million, or $0.18 per diluted share, last year. On a non-GAAP basis, excluding the severance and related transition costs noted above from this year and the secondary offering costs noted above from last year, non-GAAP net income was $6.9 million, or $0.23 per diluted share, compared to $6.0 million, or $0.20 per diluted share, last year. |
• | Total net sales were $446.8 million, an increase of $19.0 million or 4.4%, compared to $427.9 million last year. |
• | Comparable store net sales, which includes e-commerce net sales, increased 2.0% compared to last year's increase of 3.1%. E-commerce net sales increased 16.4% and represented approximately 14.6% of total net sales compared to an increase of 9.2% and a 13.1% share of total net sales last year. Comparable store net sales in physical stores decreased 0.2% and represented approximately 85.4% of total net sales compared to an increase of 2.2% and a 86.9% share of last year's total net sales. |
• | Gross profit was $134.6 million, an increase of $5.8 million or 4.5%, compared to $128.7 million last year. Gross margin was 30.1% in both years. Product margins improved by 10 basis points as a percentage of net sales. Buying, distribution and occupancy costs as a whole deleveraged by 10 basis points, primarily due to increased e-commerce shipping costs. |
• | SG&A was $114.6 million, or 25.7% of net sales, compared to $108.2 million, or 25.3% of net sales, last year. The $6.4 million increase in SG&A was primarily due to higher marketing and fulfillment expenses of approximately $2.8 million largely associated with e-commerce net sales growth, higher store payroll expenses of approximately $2.3 million resulting from minimum wage and store count growth, a $1.5 million credit in last year's SG&A attributable to the favorable resolution of a legal matter, and increased temporary labor expenses of approximately $1.2 million in the current year. These increases were partially offset by a $1.2 million reduction in bonus expenses. Last year's SG&A also includes secondary offering expenses of approximately $0.7 million. |
• | Operating income was $20.0 million, or 4.5% of net sales, compared to $20.5 million, or 4.8% of net sales, last year. On a non-GAAP basis, excluding the severance and related transition costs noted above from this year and the legal credit and secondary offering costs each noted above from last year, non-GAAP operating income was $20.6 million, or 4.6% of net sales, compared to $19.8 million, or 4.6% of net sales, last year. |
• | Income tax expense was $5.9 million, or 26.6% of pre-tax income, compared to $5.7 million, or 26.1% of pre-tax income, last year. On a non-GAAP basis, excluding the severance and related transition costs noted above from this year and the legal credit and secondary offering costs each noted above from last year, non-GAAP income tax expense was $6.1 million, or 26.6% of non-GAAP pre-tax income, compared to $5.4 million, or 25.3% of non-GAAP pre-tax income, last year. |
• | Net income was $16.3 million, or $0.55 per diluted share, in both years. On a non-GAAP basis, excluding the after-tax impact of the severance and related transition costs noted above from this year and the net benefit of the legal matter and secondary offering costs each noted above from last year, non-GAAP net income was $16.8 million, or $0.57 per diluted share, compared to $15.9 million, or $0.53 per diluted share, last year. |
November 2, 2019 | February 2, 2019 | November 3, 2018 | |||||||||
ASSETS | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 67,596 | $ | 68,160 | $ | 24,751 | |||||
Marketable securities | 62,476 | 75,919 | 95,766 | ||||||||
Receivables | 9,060 | 6,082 | 7,633 | ||||||||
Merchandise inventories | 70,337 | 55,809 | 71,488 | ||||||||
Prepaid expenses and other current assets | 6,499 | 11,171 | 10,707 | ||||||||
Total current assets | 215,968 | 217,141 | 210,345 | ||||||||
Operating lease assets | 255,776 | — | — | ||||||||
Property and equipment, net | 70,568 | 73,842 | 78,679 | ||||||||
Other assets | 2,521 | 2,185 | 3,667 | ||||||||
Total assets | $ | 544,833 | $ | 293,168 | $ | 292,691 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
Current liabilities: | |||||||||||
Accounts payable | $ | 37,461 | $ | 24,207 | $ | 34,352 | |||||
Accrued expenses | 19,482 | 18,756 | 19,895 | ||||||||
Deferred revenue | 8,521 | 10,373 | 7,172 | ||||||||
Accrued compensation and benefits | 7,487 | 8,930 | 8,690 | ||||||||
Dividends payable | — | 29,453 | — | ||||||||
Current portion of operating lease liabilities | 54,512 | — | — | ||||||||
Current portion of deferred rent | — | 5,540 | 5,466 | ||||||||
Total current liabilities | 127,463 | 97,259 | 75,575 | ||||||||
Noncurrent operating lease liabilities | 234,885 | — | — | ||||||||
Noncurrent deferred rent | — | 30,825 | 31,624 | ||||||||
Other | 942 | 1,757 | 1,997 | ||||||||
Total liabilities | 363,290 | 129,841 | 109,196 | ||||||||
Stockholders’ equity: | |||||||||||
Common stock (Class A) | 22 | 21 | 21 | ||||||||
Common stock (Class B) | 8 | 8 | 8 | ||||||||
Preferred stock | — | — | — | ||||||||
Additional paid-in capital | 151,711 | 149,737 | 149,141 | ||||||||
Retained earnings | 29,684 | 13,335 | 34,111 | ||||||||
Accumulated other comprehensive income | 118 | 226 | 214 | ||||||||
Total stockholders’ equity | 181,543 | 163,327 | 183,495 | ||||||||
Total liabilities and stockholders’ equity | $ | 544,833 | $ | 293,168 | $ | 292,691 |
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||
November 2, 2019 | November 3, 2018 | November 2, 2019 | November 3, 2018 | ||||||||||||
Net sales | $ | 154,780 | $ | 146,826 | $ | 446,821 | $ | 427,866 | |||||||
Cost of goods sold (includes buying, distribution, and occupancy costs) | 107,609 | 103,170 | 312,247 | 299,127 | |||||||||||
Gross profit | 47,171 | 43,656 | 134,574 | 128,739 | |||||||||||
Selling, general and administrative expenses | 39,467 | 36,919 | 114,614 | 108,193 | |||||||||||
Operating income | 7,704 | 6,737 | 19,960 | 20,546 | |||||||||||
Other income, net | 911 | 585 | 2,312 | 1,457 | |||||||||||
Income before income taxes | 8,615 | 7,322 | 22,272 | 22,003 | |||||||||||
Income tax expense | 2,227 | 1,967 | 5,923 | 5,737 | |||||||||||
Net income | $ | 6,388 | $ | 5,355 | $ | 16,349 | $ | 16,266 | |||||||
Basic income per share of Class A and Class B common stock | $ | 0.22 | $ | 0.18 | $ | 0.55 | $ | 0.56 | |||||||
Diluted income per share of Class A and Class B common stock | $ | 0.21 | $ | 0.18 | $ | 0.55 | $ | 0.55 | |||||||
Weighted average basic shares outstanding | 29,529 | 29,373 | 29,501 | 29,221 | |||||||||||
Weighted average diluted shares outstanding | 29,759 | 30,075 | 29,745 | 29,746 |
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | ||||||||||||||
November 2, 2019 | November 3, 2018 | November 2, 2019 | November 3, 2018 | ||||||||||||
Gross profit | $ | 47,171 | $ | 43,656 | $ | 134,574 | $ | 128,739 | |||||||
Severance and transition costs | 654 | — | 654 | — | |||||||||||
Non-GAAP gross profit | $ | 47,825 | $ | 43,656 | $ | 135,228 | $ | 128,739 | |||||||
Selling, general and administrative, as reported | $ | 39,467 | $ | 36,919 | $ | 114,614 | $ | 108,193 | |||||||
Legal settlement | — | — | — | 1,458 | |||||||||||
Secondary offering costs | — | (714 | ) | — | (714 | ) | |||||||||
Non-GAAP selling, general and administrative | $ | 39,467 | $ | 36,205 | $ | 114,614 | $ | 108,937 | |||||||
Operating income, as reported | $ | 7,704 | $ | 6,737 | $ | 19,960 | $ | 20,546 | |||||||
Severance and transition costs | 654 | — | 654 | — | |||||||||||
Legal settlement | — | — | — | (1,458 | ) | ||||||||||
Secondary offering costs | — | 714 | — | 714 | |||||||||||
Non-GAAP operating income | $ | 8,358 | $ | 7,451 | $ | 20,614 | $ | 19,802 | |||||||
Income tax expense, as reported | $ | 2,227 | $ | 1,967 | $ | 5,923 | $ | 5,737 | |||||||
Income tax effect of severance and transition costs (1) | 171 | — | 171 | — | |||||||||||
Income tax effect of legal settlement (1) | — | — | — | (386 | ) | ||||||||||
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 | $ | 2,398 | $ | 1,991 | $ | 6,094 | $ | 5,375 | |||||||
Net income, as reported | $ | 6,388 | $ | 5,355 | $ | 16,349 | $ | 16,266 | |||||||
Severance and transition costs | 654 | — | 654 | — | |||||||||||
Legal settlement | — | — | — | (1,458 | ) | ||||||||||
Secondary offering costs | — | 714 | — | 714 | |||||||||||
Less: Income tax effects (1) | (171 | ) | (24 | ) | (171 | ) | 362 | ||||||||
Non-GAAP net income | $ | 6,871 | $ | 6,045 | $ | 16,832 | $ | 15,884 | |||||||
Diluted income per share, as reported | $ | 0.21 | $ | 0.18 | $ | 0.55 | $ | 0.55 | |||||||
Severance and transition costs, net of taxes (1) | 0.02 | — | 0.02 | — | |||||||||||
Legal settlement, net of taxes (1) | — | — | — | (0.04 | ) | ||||||||||
Secondary offering costs, net of taxes (1) | — | 0.02 | — | 0.02 | |||||||||||
Non-GAAP diluted income per share | $ | 0.23 | $ | 0.20 | $ | 0.57 | $ | 0.53 | |||||||
Weighted average basic shares outstanding | 29,529 | 29,373 | 29,501 | 29,221 | |||||||||||
Weighted average diluted shares outstanding | 29,759 | 30,075 | 29,745 | 29,746 |
Thirty-Nine Weeks Ended | |||||||
November 2, 2019 | November 3, 2018 | ||||||
Cash flows from operating activities | |||||||
Net income | $ | 16,349 | $ | 16,266 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation and amortization | 15,330 | 16,966 | |||||
Stock-based compensation expense | 1,648 | 1,662 | |||||
Impairment of assets | — | 786 | |||||
Loss on disposal of assets | 584 | 11 | |||||
Gain on sales and maturities of marketable securities | (1,391 | ) | (983 | ) | |||
Deferred income taxes | (470 | ) | (419 | ) | |||
Changes in operating assets and liabilities: | |||||||
Receivables | 1,716 | (3,281 | ) | ||||
Merchandise inventories | (14,528 | ) | (18,462 | ) | |||
Prepaid expenses and other assets | (1,045 | ) | (1,290 | ) | |||
Accounts payable | 12,901 | 12,859 | |||||
Accrued expenses | (1,740 | ) | (6,403 | ) | |||
Accrued compensation and benefits | (1,443 | ) | 2,571 | ||||
Operating lease liabilities and deferred rent | (1,555 | ) | 530 | ||||
Deferred revenue | (1,852 | ) | (1,534 | ) | |||
Net cash provided by operating activities | 24,504 | 19,279 | |||||
Cash flows from investing activities | |||||||
Purchase of property and equipment | (10,636 | ) | (10,394 | ) | |||
Purchases of marketable securities | (96,810 | ) | (116,442 | ) | |||
Proceeds from marketable securities | 111,504 | 104,678 | |||||
Net cash provided by (used in) investing activities | 4,058 | (22,158 | ) | ||||
Cash flows from financing activities | |||||||
Dividends paid | (29,453 | ) | (29,067 | ) | |||
Proceeds from exercise of stock options | 412 | 3,606 | |||||
Taxes paid in lieu of shares issued for stock-based compensation | (85 | ) | (111 | ) | |||
Net cash used in financing activities | (29,126 | ) | (25,572 | ) | |||
Change in cash and cash equivalents | (564 | ) | (28,451 | ) | |||
Cash and cash equivalents, beginning of period | 68,160 | 53,202 | |||||
Cash and cash equivalents, end of period | $ | 67,596 | $ | 24,751 |
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) | |||||
2018 Q4 | 227 | 3 | 1 | 229 | 1,703 | ||||
2019 Q1 | 229 | 1 | 1 | 229 | 1,708 | ||||
2019 Q2 | 229 | 1 | 1 | 229 | 1,710 | ||||
2019 Q3 | 229 | 4 | 1 | 232 | 1,727 |