Tilly’s(TLYS) - 2026 Q2 - Quarterly Report

Forward-Looking Statements This section outlines forward-looking statements and key risks that may cause actual results to differ Overview of Forward-Looking Statements This section highlights that the report contains forward-looking statements regarding financial condition, operations, plans, and future performance, which are subject to various risks and uncertainties that could cause actual results to differ materially from expectations - Forward-looking statements relate to current expectations and projections concerning financial condition, results of operations, plans, objectives, strategies, future performance, and business[8] - Statements are identified by words such as 'anticipate', 'estimate', 'expect', 'project', 'plan', 'intend', 'believe', 'may', 'might', 'will', 'should', 'can have', 'likely'[8] - All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from expectations[8] Key Risks and Uncertainties The company identifies numerous risks that could impact its financial results, including operating losses, inflation, consumer spending declines, supply chain issues, intense competition, and the ability to adapt to changing fashion trends and economic conditions - Risks include recent operating losses and potential need for borrowing/additional liquidity[8] - Impacts of inflation on consumer spending, expense management, operating results, and financial condition are significant concerns[8] - Ability to adapt to declines in consumer confidence, manage inventory, and compete effectively in a highly competitive retail environment are critical[8] - Dependence on foreign-made merchandise makes the company susceptible to international trade conditions, including tariffs[8] - Other risks include ability to identify and respond to fashion trends, secure desirable lease arrangements, successfully open/operate/close stores, generate adequate cash flow, and manage information technology systems and data security[8] PART I. FINANCIAL INFORMATION This part presents unaudited financial statements, management's discussion, market risk, and controls Item 1. Financial Statements (Unaudited) This section presents the unaudited consolidated financial statements for Tilly's, Inc., including balance sheets, statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, financial instruments, and other relevant financial information for the reported interim periods Consolidated Balance Sheets This section details the company's financial position, including assets, liabilities, and stockholders' equity Consolidated Balance Sheet Highlights (in thousands) | Metric | August 2, 2025 | February 1, 2025 | August 3, 2024 | | :-------------------------------- | :------------- | :--------------- | :------------- | | Cash and cash equivalents | $50,680 | $21,056 | $36,749 | | Marketable securities | — | $25,653 | $39,947 | | Merchandise inventories | $81,229 | $69,178 | $95,011 | | Total current assets | $150,570 | $130,960 | $194,422 | | Total assets | $345,531 | $342,463 | $429,197 | | Total current liabilities | $132,687 | $99,383 | $143,028 | | Total liabilities | $263,031 | $241,592 | $302,424 | | Total stockholders' equity | $82,500 | $100,871 | $126,773 | - Cash and cash equivalents increased significantly to $50.7 million as of August 2, 2025, from $21.1 million at February 1, 2025, while marketable securities were depleted[15] - Total stockholders' equity decreased to $82.5 million as of August 2, 2025, from $100.9 million at February 1, 2025, and $126.8 million at August 3, 2024[15] Consolidated Statements of Operations This section presents the company's revenues, expenses, and net income or loss for interim periods Consolidated Statements of Operations Highlights (in thousands, except per share data) | Metric | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :--------------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Net sales | $151,256 | $162,867 | $258,867 | $278,723 | | Gross profit | $49,102 | $49,920 | $70,387 | $74,233 | | Operating income (loss) | $2,678 | $(859) | $(20,011) | $(21,647) | | Net income (loss) | $3,165 | $(69) | $(18,987) | $(19,690) | | Basic net income (loss) per share | $0.11 | $(0.00) | $(0.63) | $(0.66) | | Diluted net income (loss) per share | $0.10 | $(0.00) | $(0.63) | $(0.66) | - For the thirteen weeks ended August 2, 2025, net sales decreased by 7.1% YoY, but the company reported a net income of $3.2 million, a significant improvement from a net loss of $69 thousand in the prior year period[17] - For the twenty-six weeks ended August 2, 2025, net sales decreased by 7.1% YoY, with a net loss of $19.0 million, an improvement from a net loss of $19.7 million in the prior year period[17] Consolidated Statements of Comprehensive Income (Loss) This section details net income and other comprehensive income components for interim periods Consolidated Statements of Comprehensive Income (Loss) Highlights (in thousands) | Metric | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :---------------------------------------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Net income (loss) | $3,165 | $(69) | $(18,987) | $(19,690) | | Net change in unrealized (loss) gain on available-for-sale securities, net of tax | $(159) | $98 | $(203) | $133 | | Comprehensive income (loss) | $3,006 | $29 | $(19,190) | $(19,557) | - Comprehensive income for the thirteen weeks ended August 2, 2025, was $3.0 million, a significant increase from $29 thousand in the prior year, despite an unrealized loss on available-for-sale securities[20] - For the twenty-six weeks ended August 2, 2025, comprehensive loss was $19.2 million, an improvement from $19.6 million in the prior year, also impacted by unrealized losses on securities[20] Consolidated Statements of Stockholders' Equity This section outlines changes in equity accounts, including net income and share-based compensation Changes in Stockholders' Equity (in thousands) | Metric | Balance at Feb 1, 2025 | Net Loss | Share-based Compensation Expense | Net Change in Unrealized Loss | Balance at Aug 2, 2025 | | :-------------------------------- | :--------------------- | :------- | :------------------------------- | :---------------------------- | :--------------------- | | Total Stockholders' Equity | $100,871 | $(18,987) | $819 | $(203) | $82,500 | - Total stockholders' equity decreased from $100.9 million at February 1, 2025, to $82.5 million at August 2, 2025, primarily due to the net loss of $19.0 million and unrealized losses on available-for-sale securities[25] - Share-based compensation expense contributed $819 thousand to additional paid-in capital for the twenty-six weeks ended August 2, 2025[25] Consolidated Statements of Cash Flows This section reports cash generated and used by operating, investing, and financing activities Consolidated Statements of Cash Flows Highlights (in thousands) | Activity | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :--------------------------------------- | :------------------------- | :------------------------- | | Net cash provided by (used in) operating activities | $5,850 | $(15,203) | | Net cash provided by investing activities | $23,774 | $4,631 | | Net cash provided by financing activities | — | $294 | | Increase (decrease) in cash and cash equivalents | $29,624 | $(10,278) | | Cash and cash equivalents, end of period | $50,680 | $36,749 | - Net cash provided by operating activities significantly improved to $5.9 million for the twenty-six weeks ended August 2, 2025, compared to net cash used of $15.2 million in the prior year, primarily due to efficient inventory management and timing of payments[28][136] - Net cash provided by investing activities increased to $23.8 million, driven by maturities of marketable securities ($25.8 million) and lower capital expenditures ($2.1 million)[28][138] Notes to the Consolidated Financial Statements This section provides detailed explanations and information supporting the financial statements Note 1: Description of the Company and Basis of Presentation Tillys is a specialty retailer of casual apparel, footwear, and accessories, operating 232 stores in 33 states and an e-commerce website. The financial statements are unaudited and prepared in accordance with GAAP for interim reporting, with certain disclosures omitted as permitted by SEC rules - Tillys operates 232 stores in 33 states as of August 2, 2025, and an e-commerce website (www.tillys.com)[30](index=30&type=chunk) - The company offers an extensive assortment of iconic global, emerging, and proprietary brands rooted in an active, outdoor, and social lifestyle[30] - Unaudited consolidated financial statements are prepared in accordance with GAAP for interim reporting, with certain information and footnote disclosures omitted as permitted by SEC rules[33][34] Note 2: Summary of Significant Accounting Policies This note details the company's significant accounting policies, including revenue recognition for store and e-commerce sales, gift cards, and loyalty programs. It also covers policies for property and equipment, leases, income taxes, and recently adopted and new accounting standards - Revenue from store sales is recognized when merchandise is received and paid for, while e-commerce revenue is recognized upon shipment[37] Net Sales by Channel (in thousands) | Channel | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :---------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Retail stores | $122,737 | $132,334 | $208,649 | $225,156 | | E-com | $28,519 | $30,533 | $50,218 | $53,567 | | Total net sales | $151,256 | $162,867 | $258,867 | $278,723 | Percentage of Net Sales by Brand Type | Brand Type | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :---------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Third-party | 63 % | 66 % | 63 % | 66 % | | Proprietary | 37 % | 34 % | 37 % | 34 % | - The company recognizes gift card breakage revenue over the redemption period based on historical patterns and accrues for estimated sales returns[39] - Leasehold improvements are the largest component of property and equipment, net, which is depreciated using the straight-line method[43] - The effective income tax rate for the twenty-six weeks ended August 2, 2025, was 0.9% of pre-tax loss, impacted by a full deferred tax asset valuation allowance and refunds of certain income tax credit carryforwards[54] Note 3: Marketable Securities The company held no marketable securities as of August 2, 2025, having previously invested in commercial paper and fixed income securities. Gains on maturities of commercial paper were recognized in other income - As of August 2, 2025, the company did not hold any marketable securities[60] Gains on Investments for Commercial Paper (in thousands) | Period | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Gains on investments | $184 | $338 | $399 | $928 | Note 4: Asset-Backed Credit Agreement Tilly's has a $65.0 million asset-backed revolving credit facility with Wells Fargo Bank, extended to June 25, 2027. As of August 2, 2025, the company was in compliance with all covenants, had $63.0 million available to borrow, and no outstanding borrowings, with only a $2.0 million standby letter of credit utilized - The company has a $65.0 million asset-based, senior secured revolving credit facility, extended to June 25, 2027[63] - As of August 2, 2025, the company was in compliance with all covenants and had no outstanding borrowings under the Credit Agreement[69] - The company had $63.0 million eligible to borrow and utilized a $2.0 million irrevocable standby letter of credit[69] Note 5: Commitments and Contingencies This note addresses the company's indemnifications, commitments, and guarantees made in the normal course of business, for which no liability has been recorded. It also states that there are no legal proceedings expected to have a material adverse effect on the company's financial condition or results of operations - The company has made indemnifications, commitments, and guarantees in the normal course of business, but no liability has been recorded for these as their maximum potential future payments are not limited and duration may be indefinite[70] - As of August 2, 2025, no legal proceedings are expected to have a material adverse effect on the company's consolidated results of operations or financial position[71] Note 6: Fair Value Measurements The company measures financial assets at fair value using a three-level hierarchy, with most cash equivalents and marketable securities valued using Level 1 or Level 2 inputs. Non-recurring fair value measurements are applied to long-lived assets for impairment assessments, resulting in non-cash impairment charges for certain stores - Fair value is determined using a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[72][73] - As of August 2, 2025, the company had no Level 3 financial assets[76] Non-Recurring Non-Cash Impairment Charges (in thousands) | Metric | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :-------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Impairment charges | $100 | $800 | $1,100 | $2,500 | | Number of stores with impairment | 6 | 6 | 14 | 17 | Note 7: Share-Based Compensation Tilly's grants stock options and restricted stock awards (RSAs) under its 2012 Plan. Stock options vest over four years, while RSAs for Board members vest over two years and RSUs for employees vest over four years. Share-based compensation expense for the twenty-six weeks ended August 2, 2025, was $819 thousand - The 2012 Plan authorizes up to 8,613,900 shares for issuance of options, shares, or rights to acquire Class A common stock, with 2,529,228 shares available for future issuance as of August 2, 2025[80] - Stock options and RSUs generally vest over four years, while RSAs for Board members vest over two years[81][87] Share-Based Compensation Expense (in thousands) | Expense Type | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :-------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Cost of goods sold | $85 | $98 | $153 | $177 | | Selling, general, and administrative | $294 | $504 | $666 | $990 | | Total share-based compensation | $379 | $602 | $819 | $1,167 | - As of August 2, 2025, there was $3.1 million of total unrecognized share-based compensation expense with a weighted average remaining recognition period of 2.3 years[88] Note 8: Net Income (Loss) Per Share Basic and diluted net income (loss) per share are calculated based on weighted average shares outstanding. For the thirteen weeks ended August 2, 2025, diluted EPS was $0.10, while for the twenty-six weeks, it was a loss of $0.63 per share Net Income (Loss) Per Share (in thousands, except per share amounts) | Metric | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :------------------------------------------------ | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Net income (loss) | $3,165 | $(69) | $(18,987) | $(19,690) | | Basic net income (loss) per share | $0.11 | $(0.00) | $(0.63) | $(0.66) | | Diluted net income (loss) per share | $0.10 | $(0.00) | $(0.63) | $(0.66) | - Dilutive effect of in-the-money stock options and RSAs was 175 thousand shares for the thirteen weeks ended August 2, 2025, but zero for the twenty-six week periods due to anti-dilutive effects[90][91] Note 9: Segment Information Tillys operates as a single, consolidated retail segment, with its Co-Founder, Executive Chairman, President, and CEO serving as the Chief Operating Decision Maker (CODM). Performance is primarily measured by operating income (loss) on a consolidated basis - Tillys operates in one consolidated operating and reportable segment: a retailer of casual apparel, footwear, and accessories[92] - The CODM reviews financial information on a consolidated basis and measures segment performance primarily based on operating income (loss)[92][94] Segment Operating Income (Loss) (in thousands) | Metric | 13 Weeks Ended Aug 2, 2025 | 13 Weeks Ended Aug 3, 2024 | 26 Weeks Ended Aug 2, 2025 | 26 Weeks Ended Aug 3, 2024 | | :---------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Operating income (loss) | $2,678 | $(859) | $(20,011) | $(21,647) | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of Tillys' business, discusses known trends impacting operations, details how performance is assessed, and analyzes the results of operations for the second quarter and first half of fiscal 2025 compared to the prior year. It also covers liquidity, capital resources, and critical accounting policies Overview This section describes Tillys' business as a specialty retailer of apparel, footwear, and accessories - Tillys is a specialty retailer of casual apparel, footwear, and accessories for young men, young women, boys, and girls[99] - As of August 2, 2025, the company operated 232 stores in 33 states, a decrease of 15 stores compared to the prior year, and also sells products through its e-commerce website[99] Known or Anticipated Trends This section discusses key economic and operational trends influencing future financial performance - Persistent inflation, tariffs, and economic recession concerns are expected to negatively impact consumer spending and the company's operating results[100] - Increased costs for products, labor (store payroll 36% higher than pre-pandemic fiscal 2019), shipping, and digital marketing are impacting expenses[101] - The effective income tax rate is expected to remain near zero due to a full valuation allowance on deferred tax assets, given recent operating losses[102] - The company expects to close 16 stores during fiscal 2025, with 11 already closed by August 2025[103] How We Assess the Performance of Our Business This section explains key financial and operational metrics used to evaluate business performance - Key performance indicators include net sales, comparable store sales, gross profit, selling, general and administrative (SG&A) expenses, and operating income (loss)[104] - Comparable store net sales include both physical stores and e-commerce, managed on an omni-channel basis, and exclude gift card breakage income and e-com shipping fees[107] - Gross profit is affected by initial markups, markdowns, shrinkage, buying, distribution, and occupancy costs, as well as shifts in product mix (proprietary vs. third-party brands)[108][109][110] - SG&A expenses comprise store selling expenses and corporate general and administrative expenses, with store selling expenses generally varying with net sales and store growth, while G&A expenses are less directly proportional[111] Results of Operations This section analyzes financial performance, including sales, gross profit, and operating income Second Quarter (13 Weeks) Ended August 2, 2025 Compared to Second Quarter (13 Weeks) Ended August 3, 2024 For the second quarter, total net sales decreased by 7.1%, but the company achieved an operating income of $2.7 million (1.8% of net sales) compared to an operating loss of $0.9 million (0.5% of net sales) in the prior year. This improvement was driven by a 210 basis point increase in product margins due to higher initial markups and lower markdowns, despite deleveraging in buying, distribution, and occupancy costs Second Quarter Financial Performance (13 Weeks, in thousands, except percentages) | Metric | Aug 2, 2025 | Aug 3, 2024 | Change (%) | | :--------------------------------------- | :---------- | :---------- | :--------- | | Net Sales | $151,256 | $162,867 | (7.1)% | | Comparable store net sales change | (4.5)% | (7.8)% | 3.3 pp | | Gross Profit | $49,102 | $49,920 | (1.6)% | | Gross Profit % of Net Sales | 32.5% | 30.7% | 1.8 pp | | SG&A Expenses | $46,424 | $50,779 | (8.6)% | | SG&A Expenses % of Net Sales | 30.7% | 31.2% | (0.5 pp) | | Operating Income (Loss) | $2,678 | $(859) | N/A | | Operating Income (Loss) % of Net Sales | 1.8% | (0.5%) | 2.3 pp | | Net Income (Loss) | $3,165 | $(69) | N/A | | Diluted EPS | $0.10 | $(0.00) | N/A | - Product margins improved by 210 basis points due to higher initial markups and lower markdowns, reflecting reduced and more current inventory[118] - SG&A expenses decreased by $4.4 million, primarily due to decreases in store payroll, non-cash impairment charges, e-com fulfillment temporary labor, and corporate payroll[119] First Half (26 Weeks) Ended August 2, 2025 Compared to First Half (26 Weeks) Ended August 3, 2024 For the first half of fiscal 2025, total net sales decreased by 7.1%, resulting in an operating loss of $20.0 million (7.7% of net sales), an improvement from $21.6 million (7.8% of net sales) in the prior year. Product margins improved by 140 basis points, but buying, distribution, and occupancy costs deleveraged due to lower sales First Half Financial Performance (26 Weeks, in thousands, except percentages) | Metric | Aug 2, 2025 | Aug 3, 2024 | Change (%) | | :--------------------------------------- | :---------- | :---------- | :--------- | | Net Sales | $258,867 | $278,723 | (7.1)% | | Comparable store net sales change | (5.5)% | (8.4)% | 2.9 pp | | Gross Profit | $70,387 | $74,233 | (5.2)% | | Gross Profit % of Net Sales | 27.2% | 26.6% | 0.6 pp | | SG&A Expenses | $90,398 | $95,880 | (5.7)% | | SG&A Expenses % of Net Sales | 34.9% | 34.4% | 0.5 pp | | Operating Loss | $(20,011) | $(21,647) | (7.6)% | | Operating Loss % of Net Sales | (7.7%) | (7.8%) | 0.1 pp | | Net Loss | $(18,987) | $(19,690) | (3.6)% | | Diluted EPS | $(0.63) | $(0.66) | N/A | - Product margins improved by 140 basis points due to higher initial markups and lower markdowns, reflecting reduced and more current inventory[125] - SG&A expenses decreased by $5.5 million, primarily due to decreases in store payroll, non-cash impairment charges, and corporate payroll[126] Liquidity and Capital Resources This section discusses the company's ability to generate and manage cash, including sources and capital plans - The company relies on cash flows from operating activities, cash on hand, cash equivalents, and marketable securities as primary sources of liquidity[131] - Working capital decreased by $13.7 million to $17.9 million at August 2, 2025, from $31.6 million at February 1, 2025, primarily due to an increase in accounts payable and accrued expenses, net of merchandise inventories[133] Cash Flow Summary (26 Weeks, in thousands) | Activity | Aug 2, 2025 | Aug 3, 2024 | | :--------------------------------------- | :---------- | :---------- | | Net cash provided by (used in) operating activities | $5,850 | $(15,203) | | Net cash provided by investing activities | $23,774 | $4,631 | | Net cash provided by financing activities | — | $294 | | Net increase (decrease) in cash and cash equivalents | $29,624 | $(10,278) | - The company does not anticipate needing to borrow under its $65.0 million asset-backed credit facility during fiscal 2025, having $63.0 million available as of August 2, 2025[131][146] Item 3. Quantitative and Qualitative Disclosures About Market Risk As of August 2, 2025, there were no material changes to the market risks previously described in the company's Annual Report on Form 10-K for the fiscal year ended February 1, 2025 - No material changes in market risks were identified as of August 2, 2025, compared to the previous Annual Report on Form 10-K[149] Item 4. Controls and Procedures Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of August 2, 2025. No material changes in internal control over financial reporting were identified during the quarter - The CEO and CFO concluded that disclosure controls and procedures were effective at the reasonable assurance level as of August 2, 2025[150] - No material changes in internal control over financial reporting occurred during the thirteen weeks ended August 2, 2025[151] - Management acknowledges the inherent limitations of control systems, which can only provide reasonable, not absolute, assurance against errors and fraud[152][153] PART II. OTHER INFORMATION This part includes legal proceedings, risk factors, equity sales, other disclosures, and exhibits Item 1. Legal Proceedings This section incorporates by reference the information on legal proceedings from Note 5 to the consolidated financial statements, indicating no material adverse effects are expected from current legal matters - Information on legal proceedings is incorporated by reference from Note 5, which states no current legal proceedings are expected to have a material adverse effect[155][71] Item 1A. Risk Factors This item refers readers to the detailed discussion of risks affecting the business in the 'Risk Factors' section of the company's most recent Annual Report on Form 10-K - Readers are directed to the 'Risk Factors' section in the Annual Report on Form 10-K for a detailed discussion of risks affecting the business[156] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item is marked as 'Not applicable,' indicating no unregistered sales of equity securities or use of proceeds occurred during the reporting period - This item is not applicable for the reporting period[157] Item 5. Other Information During the quarterly period ended August 2, 2025, no officers or directors adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No officers or directors adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter[158] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including the company's equity and incentive plan, an offer letter, CEO and CFO certifications, and interactive data files in iXBRL format - Exhibits include the Tilly's, Inc. Third Amended and Restated 2012 Equity and Incentive Award Plan and an Offer Letter for Nathan Smith[159] - Certifications from the Chief Executive Officer and Chief Financial Officer are included pursuant to Rule 13a-14(a) and 18 U.S.C. Section 1350[159] - Interactive data files (iXBRL) for the financial statements are provided as Exhibit 101[159]