Tilly's, Inc. Announces Fourth Quarter Fiscal 2013 Results and Introduces First Quarter Fiscal 2014 Outlook

IRVINE, Calif.--(BUSINESS WIRE)--

Tilly's, Inc. TLYS today announced financial results for the fourth quarter of fiscal 2013 ended February 1, 2014.

“While fourth quarter results were as expected, we are not satisfied with this level of financial performance. I am, however, pleased with how we navigated the challenging retail environment, which reflects the disciplined execution by our team. We controlled costs, appropriately positioned our inventory levels and adhered to a planned promotional strategy in the quarter that delivered better product margins than the prior year,” commented Daniel Griesemer, President and Chief Executive Officer. “In fiscal 2014, we have developed several key initiatives to adapt to the changing teen retail landscape and to capitalize on the long-term opportunities to grow our business.”

For the fourth quarter ended February 1, 2014 (2012 reflects a 14-week period):

• Total net sales were $139.9 million, a decrease of 0.6% compared to $140.8 million in the fourth quarter of 2012.
• Comparable store sales, which include e-commerce sales, decreased 4.9% compared to the same 13-week period in 2012. E-commerce sales were $19.1 million, an increase of approximately 2% compared to the same thirteen-week period in 2012.
• Gross profit was $43.8 million compared to $46.8 million in the fourth quarter of 2012. Gross margin was 31.3% compared to 33.3% in the fourth quarter of 2012. Product margins increased 40 basis points, offset primarily by deleverage in buying, distribution and occupancy costs as a result of the negative comparable store sales.
• Operating income was $8.5 million and included $1.8 million in store asset impairment charges recorded in the fourth quarter. This compares to operating income of $14.8 million in the fourth quarter of 2012.
• Net income was $5.4 million, or $0.19 per diluted share, based on a weighted average diluted share count of 28.2 million shares and an effective tax rate of approximately 36% due to a one-time tax benefit related to return to provision adjustments. This compares to net income in the fourth quarter of 2012 of $9.8 million, or $0.35 per diluted share, based on a weighted average diluted share count of 28.0 million shares. Applying an expected long-term effective tax rate of 40%, adjusted net income in the fourth quarter of 2012 was $8.9 million, or $0.32 per diluted share.
• At the conclusion of this press release is a reconciliation of non-GAAP results to GAAP results.

For the 52-weeks ended February 1, 2014 (2012 reflects a 53-week period):

• Total net sales were $495.8 million, an increase of 6.1% compared to the prior year.
• Comparable store sales, which include e-commerce sales, decreased 1.9% compared to the same 52-week period in 2012. E-commerce sales were $57.8 million, an increase of approximately 11% compared to the same 52-week period in 2012.
• Gross profit increased 1.4% to $152.3 million. Gross margin was 30.7% compared to 32.1% in the prior year period. Product margins increased 30 basis points, offset primarily by deleverage in buying, distribution and occupancy costs as a result of the negative comparable store sales.
• Operating income was $29.7 million, and included $1.8 million in store asset impairment charges recorded in the fourth quarter. This compares to operating income of $31.4 million in the prior year, during which the Company recognized a one-time non-cash SG&A charge of $7.6 million, before tax, related to stock-based compensation expense triggered by the company's initial public offering.
• Net income was $18.1 million, or $0.65 per diluted share, based on a weighted average diluted share count of 28.1 million shares and an effective tax rate of approximately 39% due to a one-time tax benefit related to return to provision adjustments. This compares to net income in the prior year of $23.9 million, or $0.92 per diluted share, based on a weighted average diluted share count of 26.1 million shares. Adjusting for non-cash stock-based compensation charges and applying an expected long-term effective tax rate of 40%, adjusted net income was $22.9 million, or $0.88 per diluted share, in the prior year.
• At the conclusion of this press release is a reconciliation of non-GAAP results to GAAP results.

Balance Sheet and Liquidity

As of February 1, 2014, the Company had $60.4 million of cash and marketable securities and no borrowings or debt outstanding on its revolving credit facility. On March 17, 2014, the Company amended its revolving credit facility agreement to adjust certain terms, effective as of February 3, 2014, and extend the maturity date to May 2017.

First Quarter 2014 Outlook

We continue to experience volatile and weak traffic trends and a highly promotional environment in teen retail. If these trends continue, we would expect first quarter comparable store sales to decline in the mid single digits, and net income per diluted share to be in the range of $0.00 to $0.04. This assumes an anticipated effective tax rate of 40% and a weighted average diluted share count of 28.2 million shares. First quarter 2013 net income was $2.3 million, or $0.08 per diluted share, based on a weighted average diluted share count of 28.0 million shares.

Conference Call Information

A conference call to discuss the financial results is scheduled for today, March 19, 2014, at 4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in participating in the call are invited to dial (888) 466-4587 at 4:25 p.m. ET (1:25 p.m. PT). The conference call will also be available to interested parties through a live webcast at www.tillys.com. Please visit the website and select the “Investor Relations” link at least 15 minutes prior to the start of the call to register and download any necessary software.

A telephone replay of the call will be available until April 2, 2014, by dialing (877) 870-5176 (domestic) or (858) 384-5517 (international) and entering the conference identification number: 6661259. Please note participants must enter the conference identification number in order to access the replay.

About Tilly's

Tilly's is a fast-growing destination specialty retailer of West Coast inspired apparel, footwear and accessories with an extensive assortment of the most relevant and sought-after brands rooted in action sports, music, art and fashion. Tilly's is headquartered in Southern California and, as of March 19, 2014, operated 198 stores and through its website, www.tillys.com.

Non-GAAP Financial Measures

In addition to reporting financial measures in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company provides certain non-GAAP financial measures including “adjusted selling, general and administrative expenses”, “adjusted operating income”, “adjusted income before income taxes”, “adjusted income tax provision”, “adjusted net income”, “adjusted basic earnings per share” and “adjusted diluted earnings per share”. These amounts are not in accordance with, or an alternative to, GAAP. The Company's management believes that these measures provide investors with transparency by helping illustrate the financial results: (i) as if the Company had been a publicly traded “C” Corporation during the relevant time periods, in order to provide a better comparison of past periods to current periods as a “C” Corporation; and (ii) to exclude items that may not be indicative of, or are unrelated to, the Company's core operating results, providing a better baseline for analyzing trends in the underlying business.

For a description of these non-GAAP financial measures and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP, please see the accompanying table titled " Supplemental Information - Consolidated Statements of Income; Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures” contained in this press release.

Forward Looking Statements

Certain statements in this press release and oral statements made from time to time by our representatives are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our future financial and operating results, including but not limited to future comparable store sales, future net income, future gross, operating or product margins, and anticipated tax rate and our business and strategy, including but not limited to store expansion, expansion of brands and exclusive relationships, development and growth of our ecommerce platform and business, and completion of our new distribution facility, and any other statements about our future expectations, plans, intentions, beliefs or prospects expressed by management are forward-looking statements. These forward-looking statements are based on management's current expectations and beliefs, but they involve a number of risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to, our ability to respond to changing customer preferences and trends, attract customer traffic at our stores and online, execute our growth and long-term strategies, expand into new markets, grow our ecommerce business, timely complete our new distribution facility, effectively manage our inventory and costs, effectively compete with other retailers, enhance our brand image, general consumer spending patterns and levels, the effect of weather, and other factors that are detailed in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on April 3, 2013, including those detailed in the section titled “Risk Factors” and in our other filings with the SEC, which are available from the SEC's website at www.sec.gov and from our website at www.tillys.com under the heading “Investor Relations”. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. This release should be read in conjunction with our financial statements and notes thereto contained in our Form 10-K and in our subsequent Forms 10-Q filed with the SEC.

Tilly's, Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
			February 1,				February 2,
			2014				2013
ASSETS
Current assets:
Cash and cash equivalents			$	25,412			$	17,314
Marketable securities				34,943				39,868
Receivables				8,545				5,934
Merchandise inventories				46,266				46,595
Prepaid expenses and other current assets				11,772				11,387
	Total current assets			126,938				121,098
Property and equipment, net				100,936				80,926
Other assets				4,533				3,357
	Total assets		$	232,407			$	205,381
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable			$	19,645			$	18,261
Deferred revenue				6,214				5,453
Accrued compensation and benefits				4,975				6,094
Accrued expenses				9,241				12,132
Current portion of deferred rent				5,395				4,555
Current portion of capital lease obligation/Related party				758				712
	Total current liabilities			46,228				47,207
Long-term portion of deferred rent				42,756				37,620
Long-term portion of capital lease obligation/Related party				2,500				3,258
	Total long-term liabilities			45,256				40,878
	Total liabilities			91,484				88,085
Commitments and contingencies
Stockholders' equity:
Common stock (Class A), $0.001 par value; February 1, 2014 - 100,000 shares authorized,
	11,361 shares issued and outstanding; February 2, 2013 - 100,000 shares authorized, 10,772
	shares issued and outstanding			11				11
Common stock (Class B), $0.001 par value; February 1, 2014 - 35,000 shares authorized,
	16,642 shares issued and outstanding; February 2, 2013 - 35,000 shares authorized, 16,920
	shares issued and outstanding			17				17
Preferred stock, $0.001 par value; February 1, 2014 and February 2, 2013 - 10,000 shares
	authorized, no shares issued or outstanding			-				-
Additional paid-in capital				122,886				117,391
Retained earnings (deficit)				17,997				(140	)
Accumulated other comprehensive income				12				17
	Total stockholders' equity			140,923				117,296
	Total liabilities and stockholders' equity		$	232,407			$	205,381

Tilly's, Inc.
Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
		13 Weeks				14 Weeks				52 Weeks				53 Weeks
		Ended				Ended				Ended				Ended
		February				February				February				February
		1,				2,				1,				2,
		2014				2013				2014				2013
Net sales		$	139,896			$	140,771			$	495,837			$	467,291
Cost of goods sold (includes buying, distribution, and occupancy costs)			96,146				93,946				343,542				317,096
Gross profit			43,750				46,825				152,295				150,195
Selling, general and administrative expenses			35,279				32,011				122,558				118,805
Operating income			8,471				14,814				29,737				31,390
Other expense, net			29				46				9				91
Income before income taxes			8,442				14,768				29,728				31,299
Income tax expense			3,025				4,927				11,591				7,406
Net income		$	5,417			$	9,841			$	18,137			$	23,893
Basic earnings per share of Class A and Class B common stock		$	0.19			$	0.36			$	0.65			$	0.93
Diluted earnings per share of Class A and Class B common stock		$	0.19			$	0.35			$	0.65			$	0.92
Weighted average basic shares outstanding			27,983				27,686				27,822				25,656
Weighted average diluted shares outstanding			28,190				28,033				28,116				26,076

Tilly's, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
					Fiscal Year Ended
					February 1,					February 2,					January 28,
					2014					2013					2012
Cash flows from operating activities
Net income					$	18,137				$	23,893				$	34,340
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization					19,367					16,679					15,129
	Loss on disposal of assets					140					111					232
	Impairment of assets					1,840					-					554
	(Gain) loss on sales and maturities of marketable securities					(176	)				28					-
	Deferred income taxes					304					6,689					-
	Stock-based compensation expense					3,106					9,570					-
	Excess tax benefit from stock-based compensation					(157	)				(95	)				-
	Changes in operating assets and liabilities:
		Receivables				(2,611	)				21					(2,304	)
		Merchandise inventories				329					(9,927	)				(3,028	)
		Prepaid expenses and other assets				(1,861	)				(12,930	)				(2,868	)
		Accounts payable				1,554					1,431					2,113
		Accrued expenses				(1,796	)				(1,470	)				155
		Accrued compensation and benefits				(1,119	)				(1,442	)				3,362
		Deferred rent				5,976					8,584					4,159
		Deferred revenue				761					588					740
			Net cash provided by operating activities			43,794					41,730					52,584
Cash flows from investing activities
Purchase of property and equipment						(42,701	)				(33,298	)				(20,223	)
Proceeds from sale of property and equipment						79					17					28
Insurance proceeds from casualty loss						-					822					-
Purchases of marketable securities						(44,908	)				(75,377	)				-
Sales and maturities of marketable securities						50,000					35,510					-
			Net cash used in investing activities			(37,530	)				(72,326	)				(20,195	)
Cash flows from financing activities
Payment of capital lease obligation						(712	)				(668	)				(628	)
Net proceeds from initial public offering						-					106,789					-
Proceeds from exercise of stock options						3,025					1,169					-
Tax withholding payments related to exercise of stock options						(636	)				(279	)				-
Excess tax benefit from stock-based compensation						157					95					-
Distributions						-					(84,287	)				(36,008	)
			Net cash provided by (used in) financing activities			1,834					22,819					(36,636	)
Change in cash and cash equivalents						8,098					(7,777	)				(4,247	)
Cash and cash equivalents, beginning of period						17,314					25,091					29,338
Cash and cash equivalents, end of period					$	25,412				$	17,314				$	25,091

Tilly's, Inc.

Supplemental Information - Consolidated Statements of Income

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

(In thousands, except per share amounts)

(Unaudited)

The tables below reconcile the non-GAAP financial measures of adjusted selling, general and administrative expenses (“SG&A”), adjusted operating income, adjusted income before income taxes, adjusted income tax provision, adjusted net income, and adjusted basic and diluted earnings per share, with the most directly comparable GAAP financial measures of actual SG&A, actual operating income, actual income before income taxes, actual income tax provision, actual net income, and actual basic and diluted earnings per share.

			Q4 2012									Full Year 2012
			(Fourteen weeks ended February 2, 2013)									(53 week year ended February 2, 2013)
			Reported (GAAP)			Adjustments				Adjusted		Reported (GAAP)			Adjustments				Adjusted
Selling, general and administrative expenses		(1)	32,011			-				32,011		118,805			(6,915	)			111,890
Operating income			14,814			-				14,814		31,390			6,915				38,305
Income before income taxes			14,768			-				14,768		31,299			6,915				38,214
Income tax provision		(2)	4,927			980				5,907		7,406			7,880				15,286
Net income			$9,841			($980	)			$8,861		$23,893			($965	)			$22,928
Basic earnings per share			$0.36			($0.04	)			$0.32		$0.93			($0.04	)			$0.89
Diluted earnings per share			$0.35			($0.03	)			$0.32		$0.92			($0.04	)			$0.88

Notes:

(1) Adjustment to full year 2012 SG&A expenses excludes the life-to-date charge of $7.615 million for stock-based compensation expense in the second quarter and adds a charge of $0.7 million for stock-based compensation expense in the first quarter, similar to the on-going charges in the other three quarters of 2012. The result of these adjustments to 2012 is to reflect only an on-going stock-based compensation expense, of $2.7 million, for all quarters of the year.

(2) The tax provision in the fourth quarter and full year 2012 is adjusted to the expected long-term effective tax rate of 40% as a "C" corporation. The GAAP tax provision rate in 2012 reflected the Company being taxed as an "S" corporation for a portion of the year, after which it was taxed as a "C" corporation.

	Tilly's, Inc.
	Store Count and Square Footage
																					Total Gross
					Stores				Stores				Stores				Stores				Square Footage
					Open at				Opened				Closed				Open at				End of Qtr
					Beg of Qtr				During Qtr				During Qtr				End of Qtr				(in thousands)
	2012 Q1				140				5				0				145				1,134
	2012 Q2				145				10				0				155				1,215
	2012 Q3				155				7				1				161				1,272
	2012 Q4				161				7				0				168				1,319
	2013 Q1				168				7				0				175				1,371
	2013 Q2				175				7				0				182				1,423
	2013 Q3				182				7				0				189				1,472
	2013 Q4				189				7				1				195				1,513