[Forward-Looking Statements](index=4&type=section&id=Forward-Looking%20Statements) This section identifies forward-looking statements and lists risk factors that could cause actual results to differ - Forward-looking statements are identified by terms like "anticipate," "estimate," "expect," and "project," relating to financial condition, operations, and future performance[9](index=9&type=chunk) - Key risks include the ongoing impacts of the COVID-19 pandemic, changes in store traffic and purchasing patterns, ability to open and operate stores profitably, e-commerce effectiveness, brand image, cash generation, fashion trend identification, intense competition, mall success, consumer confidence, seasonality, social media marketing, inventory management, natural disasters, supply chain dependence, cost increases (energy, transportation, labor), balance of proprietary vs. third-party brands, mailing costs, international trade conditions, vendor practices, executive management dependence, expansion adaptation, IT system failures, supply chain disruptions, indebtedness, transportation reliance, comparable store sales volatility, information system disruptions, intellectual property protection, governmental laws, data security, internal control maintenance, and public company costs[10](index=10&type=chunk)[15](index=15&type=chunk) PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents Tilly's unaudited consolidated financial statements, providing a snapshot of financial health and performance [Consolidated Balance Sheets](index=6&type=section&id=Consolidated%20Balance%20Sheets) | Metric (in thousands) | July 31, 2021 | January 30, 2021 | August 1, 2020 | | :-------------------- | :------------ | :--------------- | :------------- | | Cash and cash equivalents | $81,894 | $76,184 | $132,955 | | Marketable securities | $66,644 | $64,955 | $15,939 | | Merchandise inventories | $86,853 | $55,698 | $68,067 | | Total current assets | $256,344 | $212,156 | $234,204 | | Total assets | $535,163 | $507,456 | $544,471 | | Accounts payable | $59,053 | $24,983 | $48,710 | | Total current liabilities | $166,528 | $134,191 | $172,944 | | Total liabilities | $363,931 | $346,834 | $395,903 | | Total stockholders' equity | $171,232 | $160,622 | $148,568 | [Consolidated Statements of Operations](index=7&type=section&id=Consolidated%20Statements%20of%20Operations) | Metric (in thousands, except per share) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :------------------------------------ | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Net sales | $201,952 | $135,845 | $365,109 | $213,134 | | Gross profit | $74,727 | $41,674 | $129,566 | $43,268 | | Operating income (loss) | $26,427 | $7,709 | $41,301 | $(20,692) | | Net income (loss) | $20,398 | $5,266 | $31,357 | $(12,129) | | Basic EPS | $0.67 | $0.18 | $1.04 | $(0.41) | | Diluted EPS | $0.66 | $0.18 | $1.02 | $(0.41) | [Consolidated Statements of Comprehensive Income (Loss)](index=8&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) | Metric (in thousands) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :-------------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Net income (loss) | $20,398 | $5,266 | $31,357 | $(12,129) | | Other comprehensive (loss) income, net of tax | $(11) | $(200) | $(8) | $(213) | | Comprehensive income (loss) | $20,387 | $5,066 | $31,349 | $(12,342) | [Consolidated Statement of Stockholders' Equity](index=9&type=section&id=Consolidated%20Statement%20of%20Stockholders'%20Equity) | Metric (in thousands) | Balance at January 30, 2021 | Net income | Dividends paid | Share-based compensation expense | Exercises of stock options | Net change in unrealized gain on available-for-sale securities | Balance at July 31, 2021 | | :-------------------- | :-------------------------- | :--------- | :------------- | :------------------------------- | :------------------------- | :----------------------------------------------------------- | :----------------------- | | Total Stockholders' Equity | $160,622 | $31,357 | $(30,710) | $896 | $9,075 | $(8) | $171,232 | - Tilly's paid a one-time special cash dividend of **$1.00 per share**, totaling **$30.7 million**, on July 9, 2021[25](index=25&type=chunk)[28](index=28&type=chunk) [Consolidated Statements of Cash Flows](index=12&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) | Metric (in thousands) | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :-------------------- | :--------------------------- | :---------------------------- | | Net cash provided by operating activities | $37,442 | $18,843 | | Net cash (used in) provided by investing activities | $(10,097) | $49,977 | | Net cash used in financing activities | $(21,635) | $(6,002) | | Change in cash and cash equivalents | $5,710 | $62,818 | | Cash and cash equivalents, end of period | $81,894 | $132,955 | [Notes to the Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the consolidated financial statements [Note 1: Description of the Company and Basis of Presentation](index=13&type=section&id=Note%201:%20Description%20of%20the%20Company%20and%20Basis%20of%20Presentation) - Tillys is a specialty retailer of casual apparel, footwear, and accessories for young men, women, boys, and girls, offering iconic global, emerging, and proprietary brands[33](index=33&type=chunk) - As of July 31, 2021, Tillys operated **244 stores** in **33 states** and also sells products through its e-commerce website[33](index=33&type=chunk) - The COVID-19 pandemic continues to create uncertainties and has impacted consumer behavior, store traffic, operations, supply chains, and overall economic stability, making future business trends difficult to predict[40](index=40&type=chunk)[41](index=41&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=14&type=section&id=Note%202:%20Summary%20of%20Significant%20Accounting%20Policies) - Revenue from store sales is recognized when the customer receives and pays for merchandise, net of estimated returns. E-commerce revenue is recognized upon shipment, net of sales taxes and estimated returns[43](index=43&type=chunk) | Sales Channel (in thousands) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :--------------------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Retail stores | $164,626 | $83,858 | $292,302 | $130,811 | | E-commerce | $37,326 | $51,987 | $72,807 | $82,323 | | Total net sales | $201,952 | $135,845 | $365,109 | $213,134 | | Department | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :--------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Mens | 36% | 35% | 36% | 35% | | Womens | 28% | 27% | 28% | 27% | | Accessories | 17% | 16% | 16% | 16% | | Footwear | 10% | 13% | 11% | 13% | | Boys | 4% | 5% | 4% | 5% | | Girls | 4% | 4% | 4% | 4% | | Hardgoods | 1% | —% | 1% | —% | | Brand Type | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :--------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Third-party | 70% | 77% | 71% | 77% | | Proprietary | 30% | 23% | 29% | 23% | - The company accrues for estimated sales returns, with reserves of **$3.9 million** as of July 31, 2021, up from **$1.4 million** at January 30, 2021, and **$2.1 million** at August 1, 2020[44](index=44&type=chunk) - Tilly's recognizes gift card revenue upon redemption and loyalty program awards as an increase to net sales, with deferred revenue for the loyalty program at **$5.1 million** as of July 31, 2021[45](index=45&type=chunk)[47](index=47&type=chunk) - The company leases all retail and corporate facilities, with lease terms generally for ten years. COVID-19 related lease concessions have been substantially negotiated for most stores[48](index=48&type=chunk)[50](index=50&type=chunk) | Lease Expense (in thousands) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :--------------------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Fixed operating lease expense | $15,257 | $15,288 | $30,882 | $31,203 | | Variable lease expense | $4,846 | $4,453 | $8,736 | $8,294 | | Total lease expense | $20,103 | $19,741 | $39,618 | $39,497 | - Income tax expense for the twenty-six weeks ended July 31, 2021, was **$9.7 million (23.7% of pre-tax income)**, compared to a benefit of **$(7.8) million (39.3% of pre-tax loss)** in the prior year, primarily due to deferred income tax benefits from stock option exercises and the prior year's CARES Act impact[59](index=59&type=chunk) - The company adopted ASU 2019-12 (Simplifying the Accounting of Income Taxes) in Q1 fiscal 2021 with an **immaterial impact** and expects ASU 2016-13 (Credit Losses) to be effective in Q1 fiscal 2023, also with an **immaterial impact**[60](index=60&type=chunk)[61](index=61&type=chunk) [Note 3: Marketable Securities](index=17&type=section&id=Note%203:%20Marketable%20Securities) - Marketable securities include commercial paper (available-for-sale) and fixed income securities (held-to-maturity), all with maturities less than one year[63](index=63&type=chunk) | Marketable Securities (in thousands) | July 31, 2021 Fair Value | January 30, 2021 Fair Value | August 1, 2020 Fair Value | | :----------------------------------- | :----------------------- | :-------------------------- | :------------------------ | | Commercial paper | $59,978 | $64,955 | $9,974 | | Fixed income securities | $6,666 | N/A | $5,965 | | Total marketable securities | $66,644 | $64,955 | $15,939 | | Gains on Investments (in thousands) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :---------------------------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Gains on investments | $43 | $302 | $72 | $554 | [Note 4: Asset-Backed Credit Facility](index=18&type=section&id=Note%204:%20Asset-Backed%20Credit%20Facility) - Tilly's entered into a new asset-backed credit agreement on November 9, 2020, providing a senior secured revolving credit facility of **up to $65.0 million**, maturing on November 9, 2023[66](index=66&type=chunk)[67](index=67&type=chunk) - The borrowing base is determined by eligible credit card receivables and inventory. As of July 31, 2021, the company was eligible to borrow **up to $63.0 million** and had **no outstanding borrowings**[68](index=68&type=chunk)[73](index=73&type=chunk) - On June 8, 2021, a Consent Agreement authorized the payment of **up to $31 million** in cash dividends, leading to a **$30.7 million** special cash dividend on July 9, 2021[71](index=71&type=chunk) [Note 5: Commitments and Contingencies](index=19&type=section&id=Note%205:%20Commitments%20and%20Contingencies) - The company is involved in lawsuits and claims in the ordinary course of business, including a putative class action (Juan Carlos Gonzales) and a PAGA case, for which a loss is currently **not probable or estimable**[75](index=75&type=chunk)[76](index=76&type=chunk) - Another putative class action (Skylar Ward) alleging wage and hour violations was denied class certification in October 2020, with the plaintiff appealing this decision[77](index=77&type=chunk) [Note 6: Fair Value Measurements](index=20&type=section&id=Note%206:%20Fair%20Value%20Measurements) - Fair value is determined using a three-level hierarchy (Level 1: quoted prices in active markets; Level 2: observable inputs other than Level 1; Level 3: unobservable inputs)[78](index=78&type=chunk)[79](index=79&type=chunk) - Financial assets measured at fair value on a recurring basis include marketable securities (available-for-sale) and certain cash equivalents (money market securities, commercial paper)[78](index=78&type=chunk) | Financial Assets (in thousands) | July 31, 2021 (Level 1) | July 31, 2021 (Level 2) | January 30, 2021 (Level 1) | January 30, 2021 (Level 2) | August 1, 2020 (Level 1) | August 1, 2020 (Level 2) | | :------------------------------ | :---------------------- | :---------------------- | :------------------------- | :------------------------- | :----------------------- | :----------------------- | | Money market securities | $63,097 | $— | $67,115 | $— | $128,036 | $— | | Commercial paper | $— | $59,978 | $— | $64,955 | $— | $9,974 | - During the twenty-six weeks ended July 31, 2021, the company recorded **$0.1 million** in impairment charges for one store's long-lived assets, writing down its carrying value to estimated fair value[84](index=84&type=chunk) [Note 7: Share-Based Compensation](index=22&type=section&id=Note%207:%20Share-Based%20Compensation) - The 2012 Plan authorizes **up to 6,613,900 shares** for issuance of options, shares, or rights, with **2,272,522 shares** available for future issuance as of July 31, 2021[86](index=86&type=chunk) | Stock Option Activity (26 Weeks Ended July 31, 2021) | Number of Stock Options | Weighted Average Exercise Price | | :--------------------------------------------------- | :---------------------- | :------------------------------ | | Outstanding at January 31, 2021 | 2,602,212 | $8.19 | | Granted | 508,700 | $10.79 | | Exercised | (1,154,258) | $7.86 | | Forfeited | (258,886) | $9.31 | | Expired | (32,000) | $16.26 | | Outstanding at July 31, 2021 | 1,665,768 | $8.88 | - Restricted Stock Awards (RSAs) are granted to independent Board members, vesting 50% on each of the first two anniversaries of the grant date[92](index=92&type=chunk) | Share-Based Compensation Expense (in thousands) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :---------------------------------------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Cost of goods sold | $82 | $141 | $43 | $287 | | Selling, general and administrative expenses | $449 | $367 | $853 | $722 | | Total share-based compensation expense | $531 | $508 | $896 | $1,009 | - As of July 31, 2021, there was **$4.9 million** of total unrecognized share-based compensation expense with a weighted average remaining recognition period of **2.9 years**[94](index=94&type=chunk) [Note 8: Earnings (Loss) Per Share](index=23&type=section&id=Note%208:%20Earnings%20(Loss)%20Per%20Share) - Basic EPS is calculated based on weighted average common shares outstanding, while diluted EPS includes the effect of dilutive potential common shares (stock options and RSAs) using the treasury stock method[95](index=95&type=chunk) | EPS Data (in thousands, except per share) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :---------------------------------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Net income (loss) | $20,398 | $5,266 | $31,357 | $(12,129) | | Weighted average basic shares outstanding | 30,500 | 29,694 | 30,189 | 29,686 | | Dilutive effect of stock options and restricted stock | 613 | 6 | 648 | — | | Weighted average shares for diluted EPS | 31,113 | 29,700 | 30,837 | 29,686 | | Basic EPS | $0.67 | $0.18 | $1.04 | $(0.41) | | Diluted EPS | $0.66 | $0.18 | $1.02 | $(0.41) | | Anti-Dilutive Stock Options (in thousands) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :----------------------------------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Stock options | 659 | 2,593 | 803 | 2,593 | | Restricted stock | 20 | 51 | 20 | 72 | | Total | 679 | 2,644 | 823 | 2,665 | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Tilly's financial condition and operational results, focusing on key performance indicators and liquidity [Overview](index=25&type=section&id=Overview) - Tillys is a specialty retailer of casual apparel, footwear, accessories, and hardgoods for young men, women, boys, and girls, operating **244 stores** in **33 states** as of July 31, 2021, and an e-commerce website[100](index=100&type=chunk) - The COVID-19 pandemic continues to cause significant uncertainties and impacts on consumer behavior, store traffic, supply chains, and overall operations, making future business trends unpredictable[101](index=101&type=chunk) [How We Assess the Performance of Our Business](index=25&type=section&id=How%20We%20Assess%20the%20Performance%20of%20Our%20Business) - Key performance indicators include net sales, comparable store sales, gross profit, selling, general and administrative expenses, and operating income[102](index=102&type=chunk) - Net sales include revenue from store and e-commerce sales, net of returns, shipping/handling fees, gift card redemptions, and loyalty program awards[103](index=103&type=chunk) - The business is seasonal, with the third and fourth quarters historically generating stronger sales and operating results due to back-to-school and holiday seasons[104](index=104&type=chunk) - Comparable store sales are defined as sales from the e-commerce platform and stores open daily compared to the same fiscal dates last year, excluding gift card breakage and e-commerce shipping/handling fees[105](index=105&type=chunk) - Gross profit is net sales less cost of goods sold, which includes direct merchandise costs, buying, distribution, and occupancy costs. It is impacted by initial markups, markdowns, shrinkage, and sales mix shifts[106](index=106&type=chunk)[108](index=108&type=chunk) - SG&A expenses comprise store selling expenses (personnel, advertising, card processing) and corporate general and administrative expenses (payroll, legal, IT, HR). SG&A as a percentage of net sales is typically higher in lower volume periods[109](index=109&type=chunk) - Operating income (loss) equals gross profit less SG&A expenses, excluding interest and income taxes[110](index=110&type=chunk) - Drawing conclusions from comparative financial performance against fiscal 2020 is challenging due to the varying impacts of the COVID-19 pandemic, including consumer habits, stimulus payments, store reopening timings, e-commerce performance, and back-to-school season dynamics[111](index=111&type=chunk)[112](index=112&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) | Metric (in thousands) | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :-------------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Net sales | $201,952 | $135,845 | $365,109 | $213,134 | | Gross profit | $74,727 | $41,674 | $129,566 | $43,268 | | Operating income (loss) | $26,427 | $7,709 | $41,301 | $(20,692) | | Net income (loss) | $20,398 | $5,266 | $31,357 | $(12,129) | | Basic EPS | $0.67 | $0.18 | $1.04 | $(0.41) | | Diluted EPS | $0.66 | $0.18 | $1.02 | $(0.41) | | Operating Data | 13 Weeks Ended July 31, 2021 | 13 Weeks Ended August 1, 2020 | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :------------- | :--------------------------- | :---------------------------- | :--------------------------- | :---------------------------- | | Stores operating at end of period | 244 | 238 | 244 | 238 | | Comparable store sales change | 10.6% | 8.3% | 9.5% | 8.6% | | E-commerce revenues as a percentage of net sales | 18.5% | 38.3% | 19.9% | 38.6% | [Second Quarter (13 Weeks) Ended July 31, 2021 Compared to Second Quarter (13 Weeks) Ended August 1, 2020](index=29&type=section&id=Second%20Quarter%20(13%20Weeks)%20Ended%20July%2031,%202021%20Compared%20to%20Second%20Quarter%20(13%20Weeks)%20Ended%20August%201,%202020) - Net sales **increased by $66.1 million (48.7%)** to **$202.0 million**, driven by a **96.3% increase** in physical store sales to **$164.6 million** due to fewer COVID-19 related closures, partially offset by a **28.2% decrease** in e-commerce sales to **$37.3 million**[115](index=115&type=chunk)[120](index=120&type=chunk) - Gross profit **rose to $74.7 million (37.0% of net sales)** from **$41.7 million (30.7% of net sales)** last year, benefiting from **800 basis points leverage** in buying, distribution, and occupancy costs, despite a **170 basis point decrease** in product margins[116](index=116&type=chunk) - SG&A expenses **increased to $48.3 million (23.9% of net sales)** from **$34.0 million (25.0% of net sales)**, primarily due to higher store payroll and corporate bonus accruals[117](index=117&type=chunk) - Operating income **increased significantly to $26.4 million (13.1% of net sales)** from **$7.7 million (5.7% of net sales)**[118](index=118&type=chunk) - Net income reached a **record $20.4 million ($0.66 per diluted share)**, **up from $5.3 million ($0.18 per diluted share)** in the prior year[120](index=120&type=chunk) [First Half (26 Weeks) Ended July 31, 2021 Compared to First Half (26 Weeks) Ended August 1, 2020](index=30&type=section&id=First%20Half%20(26%20Weeks)%20Ended%20July%2031,%202021%20Compared%20to%20First%20Half%20(26%20Weeks)%20Ended%20August%201,%202020) - Total net sales **increased by $152.0 million (71.3%)** to **$365.1 million**, with physical store sales **up 123.5%** to **$292.3 million** and e-commerce sales **down 11.6%** to **$72.8 million**[121](index=121&type=chunk)[128](index=128&type=chunk) - Gross profit **improved to $129.6 million (35.5% of net sales)** from **$43.3 million (20.3% of net sales)**, driven by **1300 basis points leverage** in buying, distribution, and occupancy costs and **220 basis points improvement** in product margins[122](index=122&type=chunk) - SG&A expenses **increased to $88.3 million (24.2% of net sales)** from **$64.0 million (30.0% of net sales)**, primarily due to higher store payroll, corporate bonus accruals, and increased corporate staffing[123](index=123&type=chunk) - Operating income **improved significantly to $41.3 million (11.3% of net sales)** from an **operating loss of $(20.7) million (9.7% of net sales)** in the prior year[124](index=124&type=chunk) - Net income **improved to $31.4 million ($1.02 per diluted share)** from a **net loss of $(12.1) million ($(0.41) per share)** in the prior year[126](index=126&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) - The company relies on cash flows from operating activities, cash on hand, and marketable securities for liquidity, expecting these to be **sufficient for working capital and capital expenditures for the next 12 months**[127](index=127&type=chunk)[128](index=128&type=chunk) | Working Capital (in millions) | Amount | Description | | :---------------------------- | :----- | :---------- | | Working capital at January 30, 2021 | $78.0 | | | Increase in cash, cash equivalents, and marketable securities | $38.1 | Primarily due to higher net income. | | Increase primarily due to timing of income tax payments | $9.5 | | | Payment of special cash dividend | $(30.7) | | | Decrease primarily due to corporate bonus accruals and timing of accrued compensation and benefits | $(6.7) | | | Other net increases | $1.7 | | | Working capital at July 31, 2021 | $89.9 | | - The asset-backed credit facility provides **up to $65.0 million**, with **$63.0 million available for borrowing** as of July 31, 2021, and had **no outstanding borrowings**[132](index=132&type=chunk)[139](index=139&type=chunk) - The CARES Act has allowed the company to defer payroll taxes, apply for tax credits, and accelerate depreciation, impacting liquidity[140](index=140&type=chunk) [Cash Flow Analysis](index=32&type=section&id=Cash%20Flow%20Analysis) | Cash Flow Activity (in thousands) | 26 Weeks Ended July 31, 2021 | 26 Weeks Ended August 1, 2020 | | :-------------------------------- | :--------------------------- | :---------------------------- | | Net cash provided by operating activities | $37,442 | $18,843 | | Net cash (used in) provided by investing activities | $(10,097) | $49,977 | | Net cash used in financing activities | $(21,635) | $(6,002) | | Net increase in cash and cash equivalents | $5,710 | $62,818 | - Net cash from operating activities **increased by $18.6 million** to **$37.4 million**, primarily due to higher net sales in fiscal 2021 compared to store closures in the prior year[143](index=143&type=chunk) - Net cash used in investing activities **was $10.1 million**, a **shift from $50.0 million provided last year**, mainly due to higher purchases of marketable securities (**$66.6 million**) and capital expenditures (**$8.5 million**), partially offset by maturities (**$65.0 million**)[145](index=145&type=chunk) - Net cash used in financing activities **was $21.6 million**, **up from $6.0 million last year**, primarily due to **$30.7 million in dividends paid**, partially offset by **$9.1 million from stock option exercises**[147](index=147&type=chunk) [Contractual Obligations](index=33&type=section&id=Contractual%20Obligations) - **No material changes** to contractual obligations were reported as of July 31, 2021, compared to the Annual Report on Form 10-K for fiscal year ended January 30, 2021[148](index=148&type=chunk) [Off-Balance Sheet Arrangements](index=33&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company has **no off-balance sheet arrangements** other than purchase obligations and its revolving credit facility[149](index=149&type=chunk) [Critical Accounting Policies and Estimates](index=33&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - The preparation of financial statements requires estimates and assumptions, which are made more difficult by the significant, adverse impacts of the COVID-19 pandemic[150](index=150&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in market risks were reported as of July 31, 2021, compared to the prior Annual Report - **No material changes** in market risks were reported as of July 31, 2021, compared to the Annual Report on Form 10-K for fiscal year ended January 30, 2021[151](index=151&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective with no material changes in internal control over financial reporting - Management, including the CEO and CFO, concluded that disclosure controls and procedures were **effective at a reasonable assurance level** as of July 31, 2021[152](index=152&type=chunk) - **No material changes** in internal control over financial reporting occurred during the period covered by this report[153](index=153&type=chunk) - Management acknowledges that control systems provide only reasonable, not absolute, assurance and have **inherent limitations**, including potential for errors, fraud, or management override[154](index=154&type=chunk)[155](index=155&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates legal proceedings information by reference from Note 5 of the financial statements - Information on legal proceedings is incorporated by reference from Note 5: Commitments and Contingencies[158](index=158&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the Annual Report on Form 10-K for a detailed discussion of business risks - Readers are referred to the "Risk Factors" section in the Annual Report on Form 10-K for a detailed discussion of business risks[159](index=159&type=chunk) [Item 6. Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including a Consent Agreement and certifications - Exhibits include a Consent Agreement dated June 8, 2021, CEO and CFO certifications (Rule 13a-14(a) and 18 U.S.C. Section 1350), and interactive data files (iXBRL) for the financial statements and notes[161](index=161&type=chunk) [Signatures](index=37&type=section&id=Signatures) This section contains the signatures of the company's President, CEO, and CFO, certifying the report - The report is signed by Edmond Thomas (President, CEO, and Director) and Michael Henry (EVP, CFO) on September 8, 2021[166](index=166&type=chunk)

2021 ICR CONFERENCE INVESTOR PRESENTATION SAFE HARBOR STATEMENT This presentation, and responses to certain questions about this presentation, will contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, particularly with regard to future financial and operating expectations, business plans and key initiatives. All such statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those indicated b ...

Financial Data and Key Metrics Changes - The second quarter of fiscal 2021 saw record net sales of $202 million, an increase of $66.1 million or 48.7% compared to $135.8 million last year [13] - Earnings per diluted share reached $0.66, a record for the company, compared to $0.18 per diluted share last year [19] - Gross profit improved to $74.7 million or 37.0% of net sales, compared to $41.7 million or 30.7% of net sales last year [16] Business Line Data and Key Metrics Changes - Total comparable net sales increased by 18.3% compared to the second quarter of fiscal 2019, with physical store sales up 11% and e-commerce sales up 63.4% [16] - Men's and women's apparel were strong performers, with proprietary brands RSQ and Full Tilt being the top two brands [7] - Hardgoods generated $2.1 million in net sales during the second quarter, with plans to expand this assortment in stores [8] Market Data and Key Metrics Changes - Store comps were positive across all markets, with the strongest growth in New England and Texas, each posting comp sales increases over 20% compared to 2019 [7] - E-commerce net sales were $37.3 million, a decrease of 28.2% compared to last year, attributed to the previous year's peak online sales during store closures [14] Company Strategy and Development Direction - The company plans to continue expanding its sustainable merchandise program, ending the quarter with over 1,000 items from over 40 brands [8] - The company has opened eight of its planned nine new stores for fiscal 2021 and is seeking additional opportunities for store openings in 2022 [9] - The focus remains on improving customer experience through website upgrades and enhanced omnichannel capabilities [9] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism for the second half of 2021 despite concerns about COVID-19 resurgence and supply chain disruptions [11] - The back-to-school season started strong, with total net sales for fiscal August up 94.4% compared to last year [11] - Management noted that while supply chain issues have been present, they have not significantly hindered overall business performance [26] Other Important Information - The company declared a special cash dividend of $1 per share during the second quarter, marking the fifth consecutive year of direct returns to stockholders [10] - Total capital expenditures for the first half of fiscal 2021 were $8.5 million, primarily due to new store openings [20] Q&A Session Summary Question: Supply chain concerns and inventory management - Management acknowledged ongoing supply chain issues but stated they have not significantly impacted overall results, with efforts to secure inventory for the holiday season [26][28] Question: Gross margin expectations - Management expects gross margins in Q3 to be lower than Q2 but still better than 2019 levels, with SG&A expenses projected between $49 million to $51 million [30][31] Question: Performance of proprietary brands - Proprietary brands now account for just over 30% of sales, reflecting customer preference rather than a strategic push [35][36] Question: Sustainability product demand - Initial demand for sustainability products has been positive, but it is too early to assess long-term price elasticity [37] Question: Inventory levels and service demand - Management believes current inventory levels are adequate to meet demand trends, with inventory per square foot up 14% compared to 2019 [40][42] Question: E-commerce sales trends - E-commerce sales have become more profitable, now representing around 18% of total sales, with improved operational efficiencies [77] Question: Store productivity and traffic trends - Store traffic was down high single digits compared to 2019, but conversion rates improved significantly, with slight positive traffic noted during August [85]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________________________________________ FORM 10-Q __________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 1, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35535 __________________________________________________ ...

Tilly's, Inc. (NYSE:TLYS) Q1 2021 Earnings Conference Call June 3, 2021 4:00 PM ET Company Participants Gar Jackson - Investor Relations Ed Thomas - President and Chief Executive Officer Mike Henry - Executive Vice President and Chief Financial Officer Conference Call Participants Matt Koranda - ROTH Capital Partners Jeff Van Sinderen - B. Riley & Co Mitch Kummetz - Pivotal Research Alec Vesey - William Blair Operator Greetings, welcome to the Tilly's Inc First Quarter 2021 Earnings Results Conference Call. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-35535 TILLY'S, INC. (Exact name of registrant as specified in its charter) Delaware 45-2164791 (State or other jurisdiction of incorporation or organization) 10 Whatne ...

Tilly's, Inc. (NYSE:TLYS) Q4 2020 Earnings Conference Call March 11, 2021 4:30 PM ET Company Participants Gar Jackson - Investor Relations Ed Thomas - President and Chief Executive Officer Mike Henry - Executive Vice President and Chief Financial Officer Conference Call Participants Jeff Van Sinderen - B. Riley & Co Matt Koranda - ROTH Capital Partners Mitch Kummetz - Pivotal Research Operator Greetings, and welcome to the Tilly's Inc Fourth Quarter 2020 Earnings Results Conference Call. [Operator Instructi ...

FORM 10-Q __________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________________________________________ For the quarterly period ended October 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35535 ______________________________________________ ...

Financial Data and Key Metrics Changes - Total net sales for Q3 2020 were $140.3 million, a decrease of $14.5 million or 9.4% compared to $154.8 million last year [18] - Net sales from physical stores were $104.6 million, a decrease of $27.5 million or 20.8% compared to $132.1 million last year [19] - E-commerce net sales were $35.7 million, an increase of $13 million or 57.3% compared to $22.7 million last year [20] - Net income was $2.1 million or $0.07 per diluted share, compared to $6.4 million or $0.21 per diluted share last year [28] - Gross profit was $40.7 million or 29.0% of net sales, compared to $47.2 million or 30.5% of net sales last year [21] Business Line Data and Key Metrics Changes - Women's department was the strongest performing with a mid single-digit percentage increase in comp sales compared to last year [9] - All other departments experienced negative comp sales, but improved trend-wise as the quarter progressed [9] - Accessories faced challenges primarily due to reduced sales of backpacks, attributed to increased remote learning [10] Market Data and Key Metrics Changes - Total comparable net sales were just shy of flat through December 1st versus the corresponding period of last year [13] - E-commerce sales continued to be strong with a 42% increase during the same period [13] - Physical store comparable net sales decreased by 14% in the fourth quarter compared to the corresponding period last year [13] Company Strategy and Development Direction - The company plans to open seven new stores during fiscal 2021, deferred from this year [11] - A new RSQ skate test store was opened, focusing on skateboarding products, which is seen as an important test for future expansion [12] - The company is adopting a digital-first mindset, enhancing e-commerce capabilities and customer convenience [8] Management's Comments on Operating Environment and Future Outlook - Management expressed uncertainty regarding future sales and earnings due to the ongoing COVID-19 pandemic and its impact on consumer behavior [32] - The company expects fourth quarter net sales and earnings per share to be lower than last year's fourth quarter due to pandemic-related challenges [33] - Management remains hopeful for a more normal holiday season compared to the back-to-school period, contingent on operational capabilities [15] Other Important Information - The company ended the third quarter with cash and marketable securities totaling $125.3 million, including $12.4 million of withheld store lease payments [29] - Year-to-date capital expenditures were $6.4 million, down from $10.6 million last year due to reduced new store openings [30] - The company replaced its $25 million revolving credit facility with a $65 million asset-backed credit facility for increased liquidity [30] Q&A Session Summary Question: E-commerce profitability outlook for Q4 - Management expects trends from Q3 to carry into Q4, with improved profitability in e-commerce despite potential shipping surcharge pressures [36][37] Question: Store capacity management during Black Friday - Management noted that store capacity issues vary by location, but conversion rates have improved despite challenges [38] Question: Black Friday weekend performance - Sales were down over 30% on Black Friday, but store comps have been positive each day since then [42][44] Question: Inventory management in Q4 - Management feels confident about inventory levels and is continuously adjusting based on traffic patterns [45][49] Question: Supply chain challenges for hard goods - Supply chain remains challenging but is showing signs of improvement [51]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 __________________________________________________ FORM 10-Q __________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 1, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-35535 ________________________________________________ ...