UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~May 5,~~November 3, 2018



¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______to ______.

Commission file number: 000-49885

KIRKLAND’S, INC.

(Exact name of registrant as specified in its charter)



Tennessee	62-1287151
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

5310 Maryland Way
Brentwood, Tennessee	37027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (615) 872-4800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). YES x

NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨~~(Do not check if a smaller reporting company)~~	Smaller reporting company	¨x
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, no par value - ~~15,685,494~~14,858,235 shares outstanding as of ~~May 23,~~November 27, 2018.

KIRKLAND’S, INC.

TABLE OF CONTENTS



		Page

PART I	FINANCIAL INFORMATION	3
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (Unaudited) as of ~~May 5,~~November 3, 2018, February 3, 2018 and ~~April 29,~~October 28, 2017	3
	Condensed Consolidated Statements of Operations (Unaudited) for the 13-week and 39-week periods ended ~~May 5,~~November 3, 2018 and ~~April 29,~~October 28, 2017	4
	Condensed Consolidated Statement of Shareholders’ Equity (Unaudited) for the ~~13-week~~39-week period ended ~~May 5,~~November 3, 2018	5
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~13-week~~39-week periods ended ~~May 5,~~November 3, 2018 and ~~April 29,~~October 28, 2017	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1112
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1719
Item 4.	Controls and Procedures	1719

PART II	OTHER INFORMATION	1820
Item 1.	Legal Proceedings	1820
Item 1A.	Risk Factors	1820
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1821
Item 6.	Exhibits	1921

SIGNATURES		2022

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

KIRKLAND’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except share data)


	May 5,			February 3,			April 29,			November 3,			February 3,			October 28,
	2018			2018			2017			2018			2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	58,242		$	80,156		$	59,804		$	23,837		$	80,156		$	27,885
Inventories, net ⁽¹⁾	83,164			81,255			72,565			113,759			81,255			104,741
Prepaid expenses and other current assets ⁽¹⁾	15,848			15,988			12,893			23,314			15,988			25,644
Total current assets	157,254			177,399			145,262			160,910			177,399			158,270
Property and equipment:
Equipment	20,935			20,835			19,588			21,878			20,835			20,618
Furniture and fixtures	80,947			80,299			77,678			82,361			80,299			79,481
Leasehold improvements	122,282			119,272			109,418			126,843			119,272			116,251
Computer software and hardware	62,342			59,331			55,602			67,911			59,331			57,683
Projects in progress	10,460			7,685			5,136			8,899			7,685			9,046
Property and equipment, gross	296,966			287,422			267,422			307,892			287,422			283,079
Accumulated depreciation	(180,154		)	(174,383		)	(156,553		)	(192,617		)	(174,383		)	(167,952		)
Property and equipment, net	116,812			113,039			110,869			115,275			113,039			115,127
Deferred income taxes	2,004			2,216			1,144			1,255			2,216			968
Other assets	6,531			6,543			5,815			7,201			6,543			6,552
Total assets	$	282,601		$	299,197		$	263,090		$	284,641		$	299,197		$	280,917
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	35,362		$	45,602		$	25,124		$	55,001		$	45,602		$	44,030
Accounts payable to related party vendor	7,800			7,523			4,791			11,261			7,523			7,671
Income taxes payable	4,362			4,943			4,891			—			4,943			—
Accrued expenses	35,021			38,872			31,633			34,466			38,872			34,699
Total current liabilities	82,545			96,940			66,439			100,728			96,940			86,400
Deferred rent	54,235			53,303			52,956			53,944			53,303			54,196
Deferred income taxes	—			—			957			27			—			2,561
Other liabilities	8,416			8,193			9,475			8,692			8,193			9,916
Total liabilities	145,196			158,436			129,827			163,391			158,436			153,073
Shareholders’ equity:
Preferred stock, no par value, 10,000,000 shares authorized; no shares issued or outstanding at May 5, 2018, February 3, 2018, or April 29, 2017, respectively	—			—			—
Common stock, no par value; 100,000,000 shares authorized; 15,693,494; 15,977,239; and 15,916,563 shares issued and outstanding at May 5, 2018, February 3, 2018, and April 29, 2017, respectively	167,999			167,501			166,130
Preferred stock, no par value, 10,000,000 shares authorized; no shares issued or outstanding at November 3, 2018, February 3, 2018, or October 28, 2017, respectively										—			—			—
Common stock, no par value; 100,000,000 shares authorized; 15,063,439; 15,977,239; and 16,002,387 shares issued and outstanding at November 3, 2018, February 3, 2018, and October 28, 2017, respectively										168,725			167,501			167,063
Accumulated deficit	(30,594		)	(26,740		)	(32,867		)	(47,475		)	(26,740		)	(39,219		)
Total shareholders’ equity	137,405			140,761			133,263			121,250			140,761			127,844
Total liabilities and shareholders’ equity	$	282,601		$	299,197		$	263,090		$	284,641		$	299,197		$	280,917

⁽¹⁾ Refer to Note 1 for information about a reclassification of supplies inventory from inventories, net, to prepaid expenses and other current assets.

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except per share data)


	13-Week Period Ended						13-Week Period Ended						39-Week Period Ended
	May 5,			April 29,			November 3,			October 28,			November 3,			October 28,
	2018			2017			2018			2017			2018			2017
Net sales	$	142,454		$	132,841		$	154,571		$	144,979		$	430,924		$	409,503
Cost of sales ⁽¹⁾	85,565			80,387			95,289			87,840			267,619			248,820
Cost of sales related to merchandise purchased from related party vendor	11,577			9,606			12,629			11,668			34,542			32,278
Cost of sales	97,142			89,993			107,918			99,508			302,161			281,098
Gross profit	45,312			42,848			46,653			45,471			128,763			128,405
Operating expenses:
Compensation and benefits	27,849			26,510			29,621			28,072			83,490			80,556
Other operating expenses	17,319			16,995			18,783			19,427			54,067			54,501
Depreciation (exclusive of depreciation included in cost of sales) ⁽¹⁾	1,764			1,621			1,867			1,739			5,405			5,089
Total operating expenses	46,932			45,126			50,271			49,238			142,962			140,146
Operating loss	(1,620		)	(2,278		)	(3,618		)	(3,767		)	(14,199		)	(11,741		)
Interest expense	65			61			69			69			200			195
Other income	(331		)	(86		)	(224		)	(229		)	(825		)	(448		)
Loss before income taxes	(1,354		)	(2,253		)	(3,463		)	(3,607		)	(13,574		)	(11,488		)
Income tax benefit	(472		)	(818		)	(683		)	(1,245		)	(3,197		)	(3,919		)
Net loss	$	(882	)	$	(1,435	)	$	(2,780	)	$	(2,362	)	$	(10,377	)	$	(7,569	)

Loss per share:
Basic	$	(0.06	)	$	(0.09	)	$	(0.18	)	$	(0.15	)	$	(0.66	)	$	(0.48	)
Diluted	$	(0.06	)	$	(0.09	)	$	(0.18	)	$	(0.15	)	$	(0.66	)	$	(0.48	)
Weighted average shares outstanding:
Basic	15,808			15,913			15,486			16,013			15,673			15,932
Diluted	15,808			15,913			15,486			16,013			15,673			15,932

⁽¹⁾ Refer to Note 1 for information about a reclassification of supply-chain and store-related depreciation expense to cost of sales.

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)


	Common Stock				Accumulated Deficit				Total Shareholders’ Equity			Common Stock							Accumulated Deficit				Total Shareholders’ Equity
	Shares		Amount					Shares					Amount						Accumulated Deficit				Total Shareholders’ Equity
Balance at February 3, 2018	15,977,239		$	167,501	Accumulated Deficit	$	(26,740	)	Total Shareholders’ Equity		$	140,761		15,977,239			$	167,501			$	(26,740	)		$	140,761
Employee stock purchases	10,969		82		—				82			28,246			238				—				238
Exercise of stock options	20,834		23		—				23			177,526			23				—				23
Restricted stock issued												108,900			—				—				—
Net share settlement of stock options and restricted stock												(146,355	)		(378		)		—				(378		)
Stock-based compensation expense	—		393		—				393			—			1,341				—				1,341
Repurchase and retirement of common stock	(315,548	)	—		(2,972		)		(2,972		)	(1,082,117	)		—				(10,358		)		(10,358		)
Net loss	—		—		(882		)		(882		)	—			—				(10,377		)		(10,377		)
Balance at May 5, 2018	15,693,494		$	167,999	$	(30,594	)		$	137,405
Balance at November 3, 2018												15,063,439			$	168,725			$	(47,475	)		$	121,250

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	13-Week Period Ended						39-Week Period Ended
	May 5,			April 29,			November 3,			October 28,
	2018			2017			2018			2017
Cash flows from operating activities:
Net loss	$	(882	)	$	(1,435	)	$	(10,377	)	$	(7,569	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property and equipment	7,066			6,397			21,992			19,841
Amortization of deferred rent	(2,364		)	(1,808		)	(6,826		)	(5,784		)
Amortization of debt issue costs	14			13			41			40
Loss on disposal of property and equipment	29			92			340			157
Stock-based compensation expense	393			789			1,341			1,766
Deferred income taxes	212			532			988			2,312
Changes in assets and liabilities:
Inventories, net ⁽¹⁾	(1,909		)	626			(32,504		)	(31,550		)
Prepaid expenses and other current assets ⁽¹⁾	244			3,019			(2,318		)	(2,396		)
Other noncurrent assets	(2		)	(790		)	(699		)	(1,554		)
Accounts payable	(10,025		)	(8,667		)	9,856			10,502
Accounts payable to related party vendor	277			(217		)	3,738			2,663
Income taxes refundable	(685		)	(1,382		)	(9,951		)	(13,609		)
Accrued expenses and other current and noncurrent liabilities	(332		)	4,189			3,560			12,912
Net cash (used in) provided by operating activities	(7,964		)	1,358
Net cash used in operating activities							(20,819		)	(12,269		)

Cash flows from investing activities:
Capital expenditures	(11,083		)	(5,587		)	(25,025		)	(23,617		)
Net cash used in investing activities	(11,083		)	(5,587		)	(25,025		)	(23,617		)

Cash flows from financing activities:
Cash used in net share settlement of stock options and restricted stock							(378		)	(201		)
Proceeds received from employee stock option exercises	23			—			23			—
Employee stock purchases	82			96			238			253
Repurchase and retirement of common stock	(2,972		)	—			(10,358		)	(218		)
Net cash (used in) provided by financing activities	(2,867		)	96
Net cash used in financing activities							(10,475		)	(166		)

Cash and cash equivalents:
Net decrease	(21,914		)	(4,133		)	(56,319		)	(36,052		)
Beginning of the period	80,156			63,937			80,156			63,937
End of the period	$	58,242		$	59,804		$	23,837		$	27,885

Supplemental schedule of non-cash activities:
Non-cash accruals for purchases of property and equipment	$	2,212		$	2,260		$	1,970		$	1,997

⁽¹⁾ Refer to Note 1 for information about a reclassification of supplies inventory from inventories, net, to prepaid expenses and other current assets.

The accompanying notes are an integral part of these financial statements.

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KIRKLAND’S, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 - Description of Business and Basis of Presentation

Kirkland’s, Inc. (the “Company”) is a specialty retailer of home décor in the United States operating ~~425~~432 stores in 3637 states as of ~~May 5,~~November 3, 2018, as well as an e-commerce enabled website, www.kirklands.com. The condensed consolidated financial statements of the Company include the accounts of Kirkland’s, Inc. and its wholly-owned subsidiaries, Kirkland’s Stores, Inc., Kirkland’s DC, Inc., and Kirkland’s Texas, LLC. Significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 3, 2018.

It should be understood that accounting measurements at interim dates inherently involve greater reliance on estimates than those at fiscal year-end. In addition, because of seasonality factors, the results of the Company’s operations for the 13-week ~~period~~and 39-week periods ended ~~May 5,~~November 3, 2018 are not indicative of the results to be expected for any other interim period or for the entire fiscal year. The Company’s fiscal year ends on the Saturday closest to January 31, resulting in years of either 52 or 53 weeks.

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from the estimates and assumptions used.

Changes in estimates are recognized in the period when new information becomes available to management. Areas where the nature of the estimate makes it reasonably possible that actual results could materially differ from amounts estimated include, but are not limited to, impairment assessments on long-lived assets, asset retirement obligations, inventory reserves, self-insurance reserves, income tax liabilities, stock-based compensation, employee bonus accruals, gift card breakage ~~customer loyalty program accruals~~ and contingent liabilities.

In the fourth quarter of fiscal 2017, the Company concluded that it was appropriate to classify supplies inventory in prepaid expenses and other current assets instead of inventories, net, in the consolidated financial statements. The Company reclassified prior period amounts to reflect this change. This resulted in ~~$2.1~~$2.6 million reclassified from inventories, net, to prepaid expenses and other current assets on the condensed consolidated balance sheet as of ~~April 29,~~October 28, 2017, and ~~$0.2~~$0.3 million reclassified from inventories, net, to prepaid expense and other current assets in the changes in assets and liabilities section of the condensed consolidated statements of cash flows for the ~~13-week~~39-week period ended ~~April 29,~~October 28, 2017.

Also, during the fourth quarter of fiscal 2017, the Company reclassified supply chain and store-related depreciation expense to cost of sales whereas it was previously included in depreciation in its financial statements. The Company also reclassified prior period amounts to reflect this change. This reclassification increased cost of sales by approximately ~~$4.8~~$5.1 million and $14.8 million for the 13-week ~~period~~and 39-week periods ended ~~April 29,~~October 28, 2017, respectively, with an equal and offsetting decrease to depreciation. This reclassification had no impact on net sales, operating loss, net loss or loss per share.

For the 13-week and 39-week periods ended November 3, 2018, the Company recorded an unfavorable $0.7 million one-time out-of-period adjustment related to revised straight-line rent calculations to cost of sales from deferred rent. For the 39-week period ended October 28, 2017, the Company recorded a favorable $1.2 million one-time out-of-period adjustment of ancillary rent payments to prepaid expenses and other current assets from cost of sales.

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Note 2 - Income Taxes

An estimate of the annual effective tax rate is used at each interim period based on the facts and circumstances available at that time, while the actual effective tax rate is calculated at year-end. For the 13-week periods ended ~~May 5,~~November 3, 2018 and ~~April 29,~~October 28, 2017, the Company recorded an income tax benefit of ~~34.9%~~19.7% and ~~36.3%~~34.5% of the loss before income taxes, respectively. For the 39-week periods ended November 3, 2018 and October 28, 2017, the Company recorded an income tax benefit of 23.6% and 34.1% of the loss before income taxes, respectively. The decrease in the tax rate for the 13-week ~~period~~and 39-week periods ended ~~May 5,~~November 3, 2018 was primarily due to the effect of the U.S. Tax Cuts and Jobs Act, which reduced the U.S. federal corporate rate from 35% to 21% effective as of January 1, 2018, which was partially offset by ~~the realization of discrete federal~~additional tax ~~credits during the quarter.~~expense related to stock compensation activity.

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Note 3 - Loss Per Share

Basic loss per share is computed by dividing net loss by the weighted average number of shares outstanding during each period ~~presented, which excludes non-vested restricted stock units.~~presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares outstanding plus the dilutive effect of stock equivalents outstanding during the applicable periods using the treasury stock method. Diluted loss per share reflects the potential dilution that could occur if options to purchase stock were exercised into common stock and if outstanding grants of restricted stock were vested. Stock options and restricted stock units that were not included in the computation of diluted loss per share, because to do so would have been antidilutive, were approximately ~~1.4~~1.2 million and 1.6 million shares for each of the 13-week periods ended ~~May 5,~~November 3, 2018 and ~~April 29, 2017.~~October 28, 2017, respectively, and 1.3 million and 1.5 million shares for each of the 39-week periods ended November 3, 2018 and October 28, 2017, respectively.

Note 4 - Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying amounts of cash and cash equivalents, accounts receivable, other current assets and accounts payable approximate fair value because of their short maturities. The Company also maintains The Executive Non-Qualified Excess Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is funded, and the Company invests participant deferrals into trust assets, which are invested in a variety of mutual funds that are Level 1 inputs. The plan assets and plan liabilities are adjusted to fair value on a recurring basis. Deferred Compensation Plan assets and liabilities were approximately $2.1 million, $2.2 million, and $2.2 million as of ~~May 5,~~November 3, 2018, February 3, 2018, and ~~April 29,~~October 28, 2017, respectively, and were recorded in other assets and other liabilities in the condensed consolidated balance sheets.

Note 5 - Commitments and Contingencies

The Company was named as a defendant in a putative class action filed in April 2017 in the United States District Court for the Western District of Pennsylvania, Gennock v. Kirkland’s, Inc. The complaint alleges that the Company, in violation of federal law, published more than the last five digits of a credit or debit card number on customers’ receipts. The Company denies the material allegations of the complaint. On January 9, 2018, the District Court denied the Company’s motion to dismiss this matter. On January 31, 2018, the Court granted the Company’s motion to stay the proceedings in its case pending the Third Circuit’s decision in Kamal v. J. Crew Group, Inc., No. 17-2345 (3d. Cir.). The J. Crew case presents the exact same standing issues as the Company’s case, but in J. Crew the defendant was granted its motion to dismiss at the trial court level. On appeal, the Third Circuit heard oral argument in the J. Crew case on February 8, 2018, and a decision is expected ~~later~~ this ~~spring or summer.~~year. The Company continues to believe that the case is without merit and intends to continue to vigorously defend itself against the allegations. The matter is covered by insurance, and the Company does not believe that the case will have a material adverse effect on its consolidated financial condition, operating results or cash flows.

The Company has been named as a defendant in a putative class action filed in May 2018 in the Superior Court of California, Miles v. Kirkland’s Stores, Inc. The case has been removed to Federal Court, Central District of California, and trial is not yet set. The complaint alleges, on behalf of Miles and all other hourly Kirkland’s employees in California, various wage and hour violations. Kirkland’s denies the material allegations in the complaint and believes that its employment policies are generally compliant with California law. The parties have tentatively agreed to an early mediation with minimal exchange of discovery. To date, the parties have exchanged the court mandated initial disclosures, and the Court has issued a notice of intent to issue a scheduling order on January 10, 2019. The Company believes the case is without merit and intends to vigorously defend itself against the allegations.

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The Company is also party to other pending legal proceedings and claims that arise in the normal course of business. Although the outcome of such proceedings and claims cannot be determined with certainty, the Company’s management is of the opinion that it is unlikely that such proceedings and any claims in excess of insurance coverage will have a material effect on the Company’s consolidated financial condition, operating results or cash flows.

Note 6 - Stock-Based Compensation

The Company maintains equity incentive plans under which it may grant non-qualified stock options, incentive stock options, restricted stock, restricted stock units, or stock appreciation rights to employees, non-employee directors and ~~consultants.The Company did not grant any new equity-based incentive awards during either of the 13-week periods ended May 5, 2018 and April 29, 2017.~~consultants. Compensation expense is recognized on a straight-line basis over the vesting periods of each grant. There have been no material changes in the assumptions used to compute compensation expense during the current quarter. The table below sets forth selected stock-based compensation information (in ~~thousands)~~thousands, except share amounts) for the periods indicated:


	13-Week Period Ended				13-Week Period Ended				39-Week Period Ended
	May 5, 2018		April 29, 2017		November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017
Stock-based compensation expense (included in compensation and benefits on the condensed consolidated statements of operations)	$	393	$	789	$	450	$	582	$	1,341	$	1,766
Stock options granted					—		—		157,700		245,000
Restricted stock units granted					132,834		2,000		243,734		148,500

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Note 7 - Related Party Transactions

The Company has an agreement with a related party vendor to purchase merchandise inventory. The vendor is considered a related party for financial reporting purposes because its principal owner is the spouse of ~~one of~~ the Company’s ~~two~~ Vice ~~Presidents~~President of Merchandising. The table below sets forth selected results related to this vendor in dollars (in thousands) and percentages for the periods indicated:


	13-Week Period Ended						13-Week Period Ended						39-Week Period Ended
	May 5, 2018			April 29, 2017			November 3, 2018			October 28, 2017			November 3, 2018			October 28, 2017
Related Party Vendor:
Purchases	$	11,436		$	11,702		$	17,444		$	17,684		$	41,966		$	41,743
Purchases as a percent of total merchandise purchases	20.5		%	21.7		%	22.5		%	20.4		%	21.1		%	21.5		%

Note 8 - Stock Repurchase Plan

On August 22, 2017, the Company announced that its Board of Directors authorized a stock repurchase plan providing for the purchase in the aggregate of up to $10 million of the Company’s outstanding common stock. This stock repurchase plan was completed during the third quarter of fiscal 2018. On September 24, 2018, the Company announced that its Board of Directors authorized a new stock repurchase plan providing for the purchase in the aggregate of up to $10 million of the Company’s outstanding common stock. Repurchases of shares will be made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including stock acquisition price, regulatory limitations and other market and economic factors. The stock repurchase plan does not require the Company to repurchase any specific number of shares, and the Company may terminate the repurchase plan at any time. ~~For the 13-week period ended May 5, 2018, the Company repurchased and retired 315,548 shares of common stock at an aggregate cost of approximately $3.0 million under this~~The table below sets forth selected stock repurchase ~~plan.~~ plan information (in thousands, except share amounts) for the periods indicated:



	13-Week Period Ended				39-Week Period Ended
	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017
Shares repurchased and retired	689,473		18,901		1,082,117		18,901
Share repurchase cost	$	6,554	$	218	$	10,358	$	218

As of ~~May 5,~~November 3, 2018, the Company had approximately ~~$6.4~~$9.0 million remaining under the new stock repurchase plan.

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Note 9 - New Accounting Pronouncements

New Accounting Pronouncements Recently Adopted

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”). Under ASU 2014-09, an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. ASU 2014-09 also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. ~~In July 2015, the FASB approved a one-year deferral of ASU 2014-09. As a result of the deferral, the~~The amendments in ASU 2014-09 iswere effective for the Company at the beginning of its fiscal 2018 year. Companies that ~~transition~~transitioned to this new standard ~~may~~could either retrospectively restate each prior reporting period or reflect the cumulative effect of initially applying the updates with an adjustment to retained earnings at the date of adoption. The Company adopted this standard in the first quarter of fiscal 2018 using the modified retrospective method. The Company identified its loyalty program as the area that was most affected by the new revenue recognition guidance. Additionally, the Company’s historical accounting for gift card breakage is consistent with the new revenue recognition guidance. The Company’s gift card liability, net of estimated breakage, was ~~$10.5~~$10.3 million, $11.3 million and ~~$8.6~~$8.5 million as of ~~May 5,~~November 3, 2018, February 3, 2018 and ~~April 29,~~October 28, 2017, respectively, which is included in accrued expenses on the condensed consolidated balance sheet. During the 13-week period ended November 3, 2018, the Company recognized $1.8 million of gift card redemptions related to amounts included in the gift card contract liability balance of $10.4 million as of August 4, 2018. During the 39-week period ended November 3, 2018, the Company recognized $5.0 million of gift card redemptions related to amounts included in the gift card contract liability balance of $11.3 million as of February 3, 2018. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”). This update provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. An entity should account for the effects of a modification unless (a) the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified, (b) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified and (c) the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in ASU 2017-09 are effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not been issued. The amendments in ASU 2017-09 should be applied prospectively to an award modified on or after the adoption date. The Company adopted this guidance in the first quarter of fiscal 2018. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

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New Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which supersedes the existing guidance for lease accounting, Leases (Topic 840) (“ASU 2016-02”). ASU 2016-02 requires lessees to recognize a lease liability and a right-of-use asset for all leases. Lessor accounting remains largely unchanged. ~~The amendments~~In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Under this ~~ASU~~transition method, companies may continue to report comparative periods under ASC 840, although they must also provide the required disclosures under ASC 840 for all periods presented under ASC 840. These new leasing standards are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early adoption is permitted for all entities. ~~Currently, a modified retrospective approach is required for all leases existing or entered into after the beginning of the earliest comparative period~~The Company intends to adopt this guidance in the ~~consolidated financial statements. The FASB has proposed guidance which would allow companies to record~~first quarter of fiscal 2019 using the ~~cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings, although such guidance has not yet been formally issued.~~optional transition method provided by ASU 2018-11. The Company is currently evaluating the impact of this new standard on its condensed consolidated financial statements and is anticipating a material impact on the Company’s consolidated financial statements because the Company is party to a significant number of lease contracts.

Note 10 - Senior Credit Facility

The Company is party to a Joinder and First Amendment to Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. as administrative agent and collateral agent, and the lenders named therein (the “Lenders”). The Credit Agreement includes a senior secured revolving credit facility of $75 million, a swingline availability of $10 million, a $25 million incremental accordion feature and a maturity date of February 2021. Borrowings under the Credit Agreement bear interest at an annual rate equal to LIBOR plus a margin ranging from 125 to 175 basis points with no LIBOR floor, and the fee paid to the Lenders on the unused portion of the credit facility is 25 basis points per annum.

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Borrowings under the Credit Agreement are subject to certain conditions and contain customary events of default, including, without limitation, failure to make payments, a cross-default to certain other debt, breaches of covenants, breaches of representations and warranties, a change in control, certain monetary judgments and bankruptcy and ERISA events. Upon any such event of default, the principal amount of any unpaid loans and all other obligations under the Credit Agreement may be declared immediately due and payable. The maximum availability under the facility is limited by a borrowing base formula which consists of a percentage of eligible inventory and eligible credit card receivables, less reserves.

The Company is subject to an Amended and Restated Security Agreement (the “Security Agreement”) with its Lenders. Pursuant to the Security Agreement, the Company pledged and granted to the administrative agent, for the benefit of itself and the secured parties specified therein, a lien on and security interest in all of the rights, title and interest in substantially all of the Company’s assets to secure the payment and performance of the obligations under the Credit Agreement.

As of ~~May 5,~~November 3, 2018, the Company was in compliance with the covenants in the Credit Agreement, and there were no outstanding borrowings under the credit facility, with approximately ~~$51.5~~$75.0 million available for borrowing.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the condensed consolidated financial statements and notes to those statements that appear elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended February 3, 2018, filed with the Securities and Exchange Commission on April 3, 2018 (the “Annual Report”). The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption “Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” and under Part II, Item 1A - “Risk Factors”.

General

We are a specialty retailer of home décor in the United States, operating ~~425~~432 stores in 3637 states as of ~~May 5,~~November 3, 2018, as well as an e-commerce enabled website, www.kirklands.com. Our stores present a broad selection of distinctive merchandise, including holiday décor, framed art, furniture, ornamental wall décor, fragrance and accessories, mirrors, lamps, decorative accessories, textiles, housewares, gifts, artificial floral products, frames, clocks and outdoor living items. Our stores offer an extensive assortment of holiday merchandise during seasonal periods as well as items carried throughout the year suitable for gift-giving. We provide our customers an engaging shopping experience characterized by a diverse, ever-changing merchandise selection reflecting current styles at prices which provide discernible value. This combination of ever-changing and stylish merchandise, value pricing and a stimulating online and store experience has led to our emergence as a leader in home décor and enabled us to develop a strong customer base.

Overview of Key Financial Measures

Net sales and gross profit are the most significant drivers of our operating performance. Net sales consists of all merchandise sales to customers, gift card breakage revenue and shipping revenue associated with e-commerce sales, net of returns and excluding sales taxes. We use comparable store sales to measure our ability to achieve sales increases from stores that have been open for at least 13 full fiscal months. Stores closed during the year are included in the comparable store sales calculation only for the full fiscal months of the year the stores were open. Relocated stores are removed from the comparable store base when the existing store closes, and the new replacement store is added into the comparable store sales calculation after 13 full fiscal months of activity. The e-commerce store sales, including shipping revenue, isare included in comparable store sales. Increases in comparable store sales are an important factor in maintaining or increasing the profitability of existing stores.

Gross profit is the difference between net sales and cost of sales. Cost of sales has various distinct components including: product cost of sales (including inbound freight, damages and inventory shrinkage), store occupancy costs (including rent and depreciation of leasehold improvements and other property and equipment), outbound freight costs (including e-commerce shipping) and central distribution costs (including operational costs and depreciation of leasehold improvements and other property and equipment). Product and outbound freight costs are variable, while occupancy and central distribution costs are largely fixed. Accordingly, gross profit expressed as a percentage of net sales can be influenced by many factors including overall sales performance.

Store Growth

~~During the 13-week period ended May 5, 2018, we opened 10 new stores and closed three stores compared to eight new~~The following table summarizes our store openings and ~~11 closures~~closings during the ~~13-week period ended April 29, 2017.~~ periods indicated:



	13-Week Period Ended		39-Week Period Ended
	November 3, 2018	October 28, 2017	November 3, 2018	October 28, 2017
New stores opened during the period	6	10	22	26
Stores closed during the period	—	1	8	15

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The following table summarizes our stores and square footage under lease:

May 5, 2018 April 29, 2017
Number of stores 425
401
Square footage 3,356,548
3,156,140
Average square footage per store 7,898
7,871

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	November 3, 2018	October 28, 2017
Number of stores	432	415
Square footage	3,420,097	3,275,638
Average square footage per store	7,917	7,893

13-Week Period Ended ~~May 5,~~November 3, 2018 Compared to the 13-Week Period Ended ~~April 29,~~October 28, 2017

Results of operations. The table below sets forth selected results of our operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:


	13-Week Period Ended															13-Week Period Ended
	May 5, 2018					April 29, 2017					Change					November 3, 2018					October 28, 2017					Change
	$			%		$			%		$			%		$			%		$			%		$			%
Net sales	$	142,454		100.0	%	$	132,841		100.0	%	$	9,613		7.2	%	$	154,571		100.0	%	$	144,979		100.0	%	$	9,592		6.6	%
Cost of sales	97,142			68.2		89,993			67.7		7,149			7.9		107,918			69.8		99,508			68.6		8,410			8.5
Gross profit	45,312			31.8		42,848			32.3		2,464			5.8		46,653			30.2		45,471			31.4		1,182			2.6
Operating expenses:
Compensation and benefits	27,849			19.5		26,510			20.0		1,339			5.1		29,621			19.2		28,072			19.4		1,549			5.5
Other operating expenses	17,319			12.2		16,995			12.8		324			1.9		18,783			12.1		19,427			13.4		(644		)	(3.3	)
Depreciation (exclusive of depreciation included in cost of sales)	1,764			1.2		1,621			1.2		143			8.8		1,867			1.2		1,739			1.2		128			7.4
Total operating expenses	46,932			32.9		45,126			34.0		1,806			4.0		50,271			32.5		49,238			34.0		1,033			2.1
Operating loss	(1,620		)	(1.1	)	(2,278		)	(1.7	)	658			(28.9	)	(3,618		)	(2.3	)	(3,767		)	(2.6	)	149			(4.0	)
Interest expense	65			—		61			—		4			6.6		69			—		69			—		—			—
Other income	(331		)	(0.2	)	(86		)	—		(245		)	284.9		(224		)	(0.1	)	(229		)	(0.1	)	5			(2.2	)
Loss before income taxes	(1,354		)	(0.9	)	(2,253		)	(1.7	)	899			(39.9	)	(3,463		)	(2.2	)	(3,607		)	(2.5	)	144			(4.0	)
Income tax benefit	(472		)	(0.3	)	(818		)	(0.6	)	346			(42.3	)	(683		)	(0.4	)	(1,245		)	(0.9	)	562			(45.1	)
Net loss	$	(882	)	(0.6	)%	$	(1,435	)	(1.1	)%	$	553		(38.5	)%	$	(2,780	)	(1.8	)%	$	(2,362	)	(1.6	)%	$	(418	)	17.7	%

Net sales. Net sales increased ~~7.2%~~6.6% to ~~$142.5~~$154.6 million for the ~~first~~third quarter of fiscal 2018 compared to ~~$132.8~~$145.0 million for the ~~prior year~~prior-year period. The impact of net new store growth contributed an increase in net sales of ~~$7.8~~$7.6 million. This was in addition to an increase in comparable store sales, including e-commerce sales, of 1.4%, or ~~$1.8~~$2.0 million for the ~~first~~third quarter of fiscal 2018 compared to the ~~prior year~~prior-year period. Comparable store sales, including e-commerce sales, ~~decreased 3.8%~~increased 0.7% in the ~~prior year~~prior-year period. For the ~~first~~third quarter of fiscal 2018, e-commerce comparable sales increased ~~38.5%~~22.9% versus the ~~prior year~~prior-year period, while comparable store sales at brick-and-mortar stores decreased ~~2.7%.~~1.2% versus the prior-year period. For brick-and-mortar stores, the comparable store sales decrease was primarily due to a decrease in transactions partially offset by an increase in average ticket. The decreased transactions resulted from a decline in traffic partially offset by ~~a slight~~an increase in conversion. The increase in average ticket resulted from an increase in average retail ~~price partially offset by a decrease in items per transaction.~~price. For e-commerce, comparable sales benefited from an increase in transactions ~~and~~due to higher website traffic, while average ticket ~~remained flat with average retail price increases offsetting~~decreased slightly, driven primarily by a decrease in items per ~~transaction.~~transaction coupled with a slight decrease in average retail price. The merchandise categories contributing most to the comparable store sales increase for the ~~first~~third quarter of fiscal 2018 were ~~floral, fragrances~~holiday, fragrance and accessories, ~~frames~~textiles, and ~~furniture,~~floral, which were partially offset by ~~declines~~decreases in art, mirrors ~~housewares~~ and ~~art.~~lamps.

Gross profit. Gross profit as a percentage of net sales decreased 50120 basis points from ~~32.3%~~31.4% in the ~~first~~third quarter of fiscal 2017 to ~~31.8%~~30.2% in the ~~first~~third quarter of fiscal 2018. The overall decrease in gross profit margin was due to higher ~~outbound freight,~~ store occupancy and ~~central distribution~~depreciation expenses, lower merchandise margin, and higher outbound freight expense, partially offset by lower distribution center expenses. Store occupancy and depreciation costs increased approximately 80 basis points as a percentage of net sales, primarily due to an unfavorable $0.7 million one-time out-of-period adjustment to deferred rent in the current period, in addition to sales deleverage. Merchandise margin decreased approximately 30 basis points from 55.7% in the third quarter of fiscal 2017 to 55.4% in the third quarter of fiscal 2018 due to higher ~~merchandise margin.~~inbound freight costs driven by rate pressure and slightly lower product margin driven by increased promotional activity, partially offset by lower shrink costs. Outbound freight costs, which include e-commerce shipping, increased approximately 6520 basis points as a percentage of net sales, which was driven by an increase in ~~e-commerce~~e-

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commerce shipping costs due to the further expansion of this ~~channel, which is expected to continue. Store occupancy~~channel. Central distribution costs, ~~increased approximately 15~~including depreciation, decreased 10 basis points as a percentage of net ~~sales, and central distribution costs increased 5 basis points as a percentage of net sales, primarily due to deleverage from negative brick-and-mortar comparable store~~ sales. Merchandise margin increased approximately 35 basis points from 55.7% in the first quarter of fiscal 2017 to 56.0% in the first quarter of fiscal 2018 due to higher initial retail prices, more strategic promotional activity and the elimination of coupon stacking on our clearance category, partially offset by a growing mix of third-party drop-ship sales and higher inbound freight costs.

Compensation and benefits. Compensation and benefits as a percentage of net sales decreased approximately 5020 basis points from ~~20.0%~~19.4% in the ~~first~~third quarter of fiscal 2017 to ~~19.5%~~19.2% in the ~~first~~third quarter of fiscal 2018 as a result of lower corporate and store payroll ~~expense due to the staff reduction in the fourth quarter of fiscal 2017, lower stock-based compensation expense due to forfeitures~~ and ~~a higher rate of internal salary capitalization for corporate projects,~~employee benefit expenses, partially offset by ~~severance~~ charges associated with the ~~resignation~~transition of our ~~former~~ Chief Executive ~~Officer.~~Officers.

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Other operating expenses. Other operating expenses as a percentage of net sales decreased approximately 60130 basis points from ~~12.8%~~13.4% in the ~~first~~third quarter of fiscal 2017 to ~~12.2%~~12.1% in the ~~first~~third fiscal quarter of 2018. The decrease as a percentage of net sales was primarily due to cost control ~~initiatives.~~initiatives and favorable self-insured workers’ compensation and general liability claims trends.

Income tax benefit. We recorded an income tax benefit of approximately ~~$0.5~~$0.7 million, or ~~34.9%~~19.7% of the loss before income taxes during the ~~first~~third quarter of fiscal 2018, compared to an income tax benefit of approximately ~~$0.8~~$1.2 million, or ~~36.3%~~34.5% of the loss before income taxes during the ~~prior year~~prior-year quarter. The decrease in the tax rate for the ~~first~~third quarter of fiscal 2018 compared to the ~~prior year~~prior-year quarter was primarily due to the effect of the U.S. Tax Cuts and Jobs Act, which reduced the U.S. federal corporate rate from 35% to 21% effective as of January 1, 2018, which was partially offset by ~~the realization of discrete federal~~additional tax ~~credits during the quarter.~~expense related to stock compensation activity.

Net loss and loss per share. We reported a net loss of ~~$0.9~~$2.8 million, or ~~$0.06~~$0.18 per diluted share, for the ~~first~~third quarter of fiscal 2018 as compared to a net loss of ~~$1.4~~$2.4 million, or ~~$0.09~~$0.15 per diluted share, for the ~~first~~third quarter of fiscal 2017. Included in the reported net loss for the ~~first~~third quarter of fiscal 2018 are severance and ~~transition~~other charges of approximately ~~$810,000,~~$755,000, net of tax, associated with the ~~resignation~~transition of our ~~former~~ Chief Executive ~~Officer.~~Officers. These charges increased the net loss for the third quarter of fiscal 2018 by approximately $0.05 per diluted share.

39-Week Period Ended November 3, 2018 Compared to the 39-Week Period Ended October 28, 2017

Results of operations. The table below sets forth selected results of our operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:



	39-Week Period Ended
	November 3, 2018					October 28, 2017					Change
	$			%		$			%		$			%
Net sales	$	430,924		100.0	%	$	409,503		100.0	%	$	21,421		5.2	%
Cost of sales	302,161			70.1		281,098			68.6		21,063			7.5
Gross profit	128,763			29.9		128,405			31.4		358			0.3
Operating expenses:
Compensation and benefits	83,490			19.4		80,556			19.7		2,934			3.6
Other operating expenses	54,067			12.5		54,501			13.3		(434		)	(0.8	)
Depreciation (exclusive of depreciation included in cost of sales)	5,405			1.3		5,089			1.3		316			6.2
Total operating expenses	142,962			33.2		140,146			34.3		2,816			2.0
Operating loss	(14,199		)	(3.3	)	(11,741		)	(2.9	)	(2,458		)	20.9
Interest expense	200			—		195			—		5			2.6
Other income	(825		)	(0.2	)	(448		)	(0.1	)	(377		)	84.2
Loss before income taxes	(13,574		)	(3.1	)	(11,488		)	(2.8	)	(2,086		)	18.2
Income tax benefit	(3,197		)	(0.7	)	(3,919		)	(1.0	)	722			(18.4	)
Net loss	$	(10,377	)	(2.4	)%	$	(7,569	)	(1.8	)%	$	(2,808	)	37.1	%

Net sales. Net sales increased 5.2% to $430.9 million for the first nine months of fiscal 2018 compared to $409.5 million for the prior-year period. The impact of net new store growth contributed an increase in net sales of $22.6 million. This was partially offset by a decrease in comparable store sales, including e-commerce sales, of 0.3%, or $1.1 million for the first nine months of fiscal 2018 compared to the prior-year period. Comparable store sales, including e-commerce sales, decreased 0.6% in the prior-year period. For the first nine months of fiscal 2018, e-commerce comparable sales increased 24.8% versus the prior-year period,

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while comparable store sales at brick-and-mortar stores decreased 3.3%. For brick-and-mortar stores, the comparable store sales decrease was primarily due to a decrease in transactions partially offset by an increase in average ticket. The decreased transactions resulted primarily from a decline in traffic. The increase in average ticket resulted from an increase in average retail price partially offset by a decrease in items per transaction. For e-commerce, comparable sales benefited from an increase in transactions due to higher website traffic. The merchandise categories contributing most to the comparable store sales decrease for the first nine months of fiscal 2018 were mirrors, ornamental wall décor and textiles, which were partially offset by increases in outdoor living, holiday and floral.

Gross profit. Gross profit as a percentage of net sales decreased 150 basis points from 31.4% in the first nine months of fiscal 2017 to 29.9% in the first nine months of fiscal 2018. The overall decrease in gross profit margin was due to higher store occupancy and depreciation expenses and outbound freight charges, as well as slightly lower merchandise margin. Store occupancy and depreciation costs increased approximately 90 basis points as a percentage of net sales, primarily due to a favorable $1.2 million one-time out-of-period adjustment of ancillary rent payments in the prior-year period and an unfavorable $0.7 million one-time out-of-period adjustment to deferred rent in the current period, as well as deleverage from negative comparable store sales. Outbound freight costs, which include e-commerce shipping, increased approximately 50 basis points as a percentage of net sales, which was driven by an increase in e-commerce shipping costs due to the further expansion of this channel. Merchandise margin decreased approximately 10 basis points from 55.0% in the first nine months of fiscal 2017 to 54.9% in the first nine months of fiscal 2018 due to higher inbound freight costs driven by rate pressure, partially offset by better product margin, as well as lower damages. Central distribution costs, including depreciation, remained relatively flat as a percentage of net sales compared to the prior-year period.

Compensation and benefits. Compensation and benefits as a percentage of net sales decreased approximately 30 basis points from 19.7% in the first nine months of fiscal 2017 to 19.4% in the first nine months of fiscal 2018 as a result of lower stock-based compensation expense due to forfeitures, lower store payroll expense and a higher rate of internal salary capitalization for corporate projects, partially offset by charges associated with the transition of our Chief Executive Officers.

Other operating expenses. Other operating expenses as a percentage of net sales decreased approximately 80 basis points from 13.3% in the first nine months of fiscal 2017 to 12.5% in the first nine months of 2018. The decrease as a percentage of net sales was primarily due to cost control initiatives and favorable self-insured workers’ compensation and general liability claims trends.

Income tax benefit. We recorded an income tax benefit of approximately $3.2 million, or 23.6% of the loss before income taxes during the first nine months of fiscal 2018, compared to an income tax benefit of approximately $3.9 million, or 34.1% of the loss before income taxes during the prior-year period. The decrease in the tax rate for the first nine months of fiscal 2018 compared to the prior-year period was primarily due to the effect of the U.S. Tax Cuts and Jobs Act, which reduced the U.S. federal corporate rate from 35% to 21% effective as of January 1, 2018, which was partially offset by additional tax expense related to stock compensation activity.

Net loss and loss per share. We reported a net loss of $10.4 million, or $0.66 per diluted share, for the first nine months of fiscal 2018 as compared to a net loss of $7.6 million, or $0.48 per diluted share, for the first nine months of fiscal 2017. Included in the reported net loss for the first nine months of fiscal 2018 are severance and other charges of approximately $1.9 million, net of tax, associated with the transition of our Chief Executive Officers. These charges increased the net loss for the first ~~quarter~~nine months of fiscal 2018 by approximately ~~$0.06~~$0.12 per diluted share.

Liquidity and Capital Resources

Our principal capital requirements are for working capital and capital expenditures. Working capital consists mainly of merchandise inventories offset by accounts payable, which typically reach their peak by the early portion of the fourth quarter of each fiscal year. Capital expenditures primarily relate to new store openings; existing store expansions, remodels or relocations; and purchases of equipment or information technology assets for our stores (including e-commerce), distribution facilities and corporate headquarters. Historically, we have funded our working capital and capital expenditure requirements with internally generated cash.

Cash flows from operating activities. Net cash used in operating activities was approximately ~~$8.0~~$20.8 million during the first ~~quarter~~nine months of fiscal 2018 as compared to net cash ~~provided by~~used in operating activities of approximately ~~$1.4~~$12.3 million for the first ~~quarter~~nine months of fiscal 2017. Cash flows from operating activities depend heavily on operating performance and changes in working capital. The change in the amount of cash from operations as compared to the ~~prior year~~prior-year period was primarily due to ~~the~~ timing of ~~prepaid expenses and other current assets and~~ accrued expenses and other current and noncurrent liabilities. Prepaid expenses and other current assets decreased from the prior year period due to timing of construction allowance receivables and changes in insurance reserves. Accrued expenses and other current and noncurrent liabilities ~~decreased from the prior year period primarily due to timing~~and a decline in operating performance.

Table of ~~payroll periods.~~Contents

Cash flows from investing activities. Net cash used in investing activities for the first ~~quarter~~nine months of fiscal 2018 consisted of ~~$11.1~~$25.0 million in capital expenditures as compared to ~~$5.6~~$23.6 million in capital expenditures for the ~~prior year~~prior-year period. The capital expenditures in the current year period related primarily to the opening of 1022 new stores during the period, ~~hardware lease buyouts, supply-chain and~~investments in information technology systems, investments ~~and investments~~ in our existing ~~stores.~~stores, hardware lease buyouts and improvements to our supply-chain. Capital expenditures in the ~~prior year~~prior-year period related primarily to the opening of ~~eight~~26 new stores during the period, ~~investments in our existing stores,~~ improvements to our supply chain and information technology ~~system investments.~~systems, and investments in our existing stores. We expect that capital expenditures for fiscal 2018 will be in the range of ~~$26~~$29 to ~~$29~~$31 million, primarily for the purpose of leasehold improvements at new stores and investments in supply chain and omni-channel technologies.

Cash flows from financing activities. Net cash used in financing activities was approximately ~~$2.9~~$10.5 million for the first ~~quarter~~nine months of fiscal 2018 and was primarily related to the repurchase and retirement of common stock pursuant to our stock repurchase ~~plan, slightly offset by employee stock purchases.~~plan. Net cash ~~provided by~~used in financing activities was approximately ~~$0.1 million~~$166,000 for the first ~~quarter~~nine months of fiscal 2017 and was related to the repurchase and retirement of common stock pursuant to our stock repurchase plan and net share settlement of stock options and restricted stock, partially offset by employee stock purchases.

Senior credit facility. We are party to the Credit Agreement with Bank of America, N.A. as administrative agent and collateral agent, and the Lenders. The Credit Agreement includes a senior secured revolving credit facility of $75 million, a swingline availability of $10 million, a $25 million incremental accordion feature and a maturity date of February 2021. Borrowings under the Credit Agreement bear interest at an annual rate equal to LIBOR plus a margin ranging from 125 to 175 basis points with no LIBOR floor, and the fee paid to the Lenders on the unused portion of the credit facility is 25 basis points per annum.

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default, the principal amount of any unpaid loans and all other obligations under the Credit Agreement may be declared immediately due and payable. The maximum availability under the facility is limited by a borrowing base formula which consists of a percentage of eligible inventory and eligible credit card receivables, less reserves.

We are subject to a Security Agreement with our Lenders. Pursuant to the Security Agreement, we pledged and granted to the administrative agent, for the benefit of itself and the secured parties specified therein, a lien on and security interest in all of the rights, title and interest in substantially all of our assets to secure the payment and performance of the obligations under the Credit Agreement.

As of ~~May 5,~~November 3, 2018, we were in compliance with the covenants in the Credit Agreement, and there were no outstanding borrowings under the credit facility, with approximately ~~$51.5~~$75.0 million available for borrowing.

At ~~May 5,~~November 3, 2018, our balance of cash and cash equivalents was approximately ~~$58.2~~$23.8 million. We do not anticipate any borrowings under the credit facility during fiscal 2018. We believe that the combination of our cash balances and cash flow from operations will be sufficient to fund our planned capital expenditures and working capital requirements for at least the next twelve months.

Stock repurchase plan. On August 22, 2017, we announced that our Board of Directors authorized a stock repurchase plan providing for the purchase in the aggregate of up to $10 million of our outstanding common stock. This stock repurchase plan was completed during the third quarter of fiscal 2018. On September 24, 2018, the Company announced that its Board of Directors authorized a new stock repurchase plan providing for the purchase in the aggregate of up to $10 million of the Company’s outstanding common stock. Repurchases of shares will be made in accordance with applicable securities laws and may be made from time to time in the open market or by negotiated transactions. The amount and timing of repurchases will be based on a variety of factors, including stock acquisition price, regulatory limitations and other market and economic factors. The stock repurchase plan does not require us to repurchase any specific number of shares, and we may terminate the repurchase plan at any time. ~~For the 13-week period ended May 5, 2018, we repurchased and retired 315,548 shares of common stock at an aggregate cost of approximately $3.0 million under this~~The table below sets forth selected stock repurchase ~~plan.~~ plan information (in thousands, except share amounts) for the periods indicated:



	13-Week Period Ended				39-Week Period Ended
	November 3, 2018		October 28, 2017		November 3, 2018		October 28, 2017
Shares repurchased and retired	689,473		18,901		1,082,117		18,901
Share repurchase cost	$	6,554	$	218	$	10,358	$	218

As of ~~May 5,~~November 3, 2018, we had approximately ~~$6.4~~$9.0 million remaining under our new stock repurchase plan.

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Related Party Transactions

We have an agreement with a related party vendor to purchase merchandise inventory. The vendor is considered a related party for financial reporting purposes because its principal owner is the spouse of ~~one of~~ our ~~two~~ Vice ~~Presidents~~President of Merchandising. The table below sets forth selected results related to this vendor in dollars (in thousands) and percentages for the periods indicated:


	13-Week Period Ended						13-Week Period Ended						39-Week Period Ended
	May 5, 2018			April 29, 2017			November 3, 2018			October 28, 2017			November 3, 2018			October 28, 2017
Related Party Vendor:
Purchases	$	11,436		$	11,702		$	17,444		$	17,684		$	41,966		$	41,743
Purchases as a percent of total merchandise purchases	20.5		%	21.7		%	22.5		%	20.4		%	21.1		%	21.5		%
Cost of sales	11,577			9,606			12,629			11,668			34,542			32,278
Payable amounts outstanding at fiscal period-end	7,800			4,791			11,261			7,671			11,261			7,671

Significant Contractual Obligations and Commercial Commitments

Construction Commitments. As of ~~May 5,~~November 3, 2018, the Company had no material commitments related to construction projects extending greater than 12 months.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies during fiscal 2018. Refer to the Annual Report for a summary of our critical accounting policies.

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Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

The following information is provided pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Certain statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q are “forward-looking statements” made pursuant to these provisions. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Words such as “should,” “likely to,” “forecasts,” “strategy,” “goal,” “anticipates,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects,” and similar expressions, may identify such forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from the results projected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

The factors listed below under the heading “Risk Factors” and in the other sections of this Form 10-Q provide examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements.

These forward-looking statements speak only as of the date of this report, and, except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

We caution readers that the following important factors, among others, have in the past, in some cases, affected and could in the future affect our actual results of operations and cause our actual results to differ materially from the results expressed in any forward-looking statements made by us or on our behalf.

If we do not generate sufficient cash flow, we may not be able to implement our growth strategy.

If we are unable to profitably open and operate new stores at a rate that exceeds planned store closings, we may not be able to adequately execute our growth strategy, resulting in a decrease in net sales and net income.

Our success depends upon our marketing, advertising and promotional efforts. If we are unable to implement them successfully, or if our competitors market, advertise or promote more effectively than we do, our revenue may be adversely affected.

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We may not be able to successfully anticipate consumer trends, and our failure to do so may lead to loss of consumer acceptance of our products resulting in reduced net sales.

We may not be able to successfully respond to technological change, our website could become obsolete and our financial results and conditions could be adversely affected.

Inventory loss and theft and the inability to anticipate inventory needs may result in reduced net sales.

Inability to successfully develop and maintain a relevant and reliable omni-channel experience for our customers could adversely affect our sales, results of operations and reputation.

Our results could be negatively impacted if our merchandise offering suffers a substantial impediment to its reputation due to real or perceived quality issues.

We face an extremely competitive specialty retail business market, and such competition could result in a reduction of our prices and a loss of our market share.

Weather conditions could adversely affect our sales and/or profitability by affecting consumer shopping patterns.

We are exposed to the risk of natural disasters, pandemic outbreaks, global political events, war and terrorism that could disrupt our business and result in lower sales, increased operating costs and capital expenditures.

Our performance may be affected by general economic conditions.

Our profitability is vulnerable to inflation and cost increases.

Our business is highly seasonal and our fourth quarter contributes a disproportionate amount of our net sales, net income and cash flow, and any factors negatively impacting us during our fourth quarter could reduce our net sales, net income and cash flow, leaving us with excess inventory and making it more difficult for us to finance our capital requirements.

Failure to control merchandise returns could negatively impact the business.

We may experience significant variations in our quarterly results.

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Our comparable store net sales fluctuate due to a variety of factors.

Our freight costs and thus our cost of goods sold are impacted by changes in fuel prices.

New legal requirements could adversely affect our operating results.

The Tax Cuts and Jobs Act could have material effects on the Company.

Litigation may adversely affect our business, financial condition, results of operations or liquidity.

Product liability claims could adversely affect our reputation.

If we fail to protect our brand name, competitors may adopt trade names that dilute the value of our brand name.

Failure to protect the integrity and security of individually identifiable data of our customers and employees could expose us to litigation and damage our reputation; the expansion of our e-commerce Business has inherent cybersecurity risks that may result in business disruptions.

Our hardware and software systems are vulnerable to damage that could harm our business.

We depend on a number of vendors to supply our merchandise, and any delay in merchandise deliveries from certain vendors may lead to a decline in inventory which could result in a loss of net sales.

We are dependent on foreign imports for a significant portion of our merchandise, and any changes in the trading relations and conditions between the United States and the relevant foreign countries may lead to a decline in inventory resulting in a decline in net sales, or an increase in the cost of sales resulting in reduced gross profit.

Our success is highly dependent on our planning and control processes and our supply chain, and any disruption in or failure to continue to improve these processes may result in a loss of net sales and net income.

We depend on key personnel, and, if we lose the services of any member of our senior management team and are unable to replace them with qualified individuals on a timely basis, we may not be able to run our business effectively.

Our charter and bylaw provisions and certain provisions of Tennessee law may make it difficult in some respects to cause a change in control of Kirkland’s and replace incumbent management.

If we fail to maintain an effective system of internal control, we may not be able to accurately report our financial results.

The market price for our common stock might be volatile and could result in a decline in the value of your investment.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. There have been no material changes in the market risk factors from those disclosed in the Company’s Form 10-K for the year ended February 3, 2018.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Both our ~~Acting~~ Chief Executive Officer and Interim Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15(d)-(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) have concluded that as of ~~May 5,~~November 3, 2018 our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Change in internal controls over financial reporting. There have been no changes in internal controls over financial reporting identified in connection with the foregoing evaluation that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

In addition to factors set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Cautionary Statement for Purposes of the ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995,” in Part I - Item 2 of this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Annual Report on Form 10-K for the fiscal year ended February 3, 2018, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Shares of common stock repurchased by the Company during the ~~first~~third quarter of fiscal 2018, ended ~~May 5,~~November 3, 2018, were as follows:

													Issuer Repurchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Dollar Value of Shares that May Yet be Purchased Under the Program (in 000s)		Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Maximum Dollar Value of Shares that May Yet be Purchased Under the Programs (in 000s)
February 4, 2018 to March 3, 2018	136,243	$	9.19	136,243	$	8,144
March 4, 2018 to April 7, 2018	97,310	9.01		97,310	7,267
April 8, 2018 to May 5, 2018	81,995	10.28		81,995	6,424
August 5, 2018 to September 1, 2018							58,409	$	9.88	58,409	$	5,014
September 2, 2018 to October 6, 2018							327,582	9.44		327,582	11,921
October 7, 2018 to November 3, 2018							303,482	9.50		303,482	9,037
Total	315,548	$	9.42	315,548	$	6,424	689,473	$	9.51	689,473	$	9,037

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ITEM 6. EXHIBITS


(a)	Exhibits.



Exhibit No.		Description of Document
~~10.1~~10.1++		~~Letter~~Employment Agreement, effective ~~April 5,~~September 21, 2018, by and between ~~Michael Cairnes~~Steve C. Woodward and Kirkland’s, Inc. (Exhibit 10.1 to our Current Report on Form 8-K dated ~~April 5,~~September 24, 2018).
~~10.2~~10.2++		~~Letter~~Amendment No. 1 to Employment Agreement, effective ~~April 5,~~September 21, 2018, by and between ~~W. Michael Madden~~Mike Cairnes and Kirkland’s, Inc. (Exhibit 10.2 to our Current Report on Form 8-K dated ~~April 5,~~September 24, 2018).
~~10.3~~10.3++		~~Letter~~Form of Restricted Stock Unit Agreement ~~effective April 16, 2018, by and between Nicole Strain and Kirkland’s, Inc.~~ (Exhibit ~~10.1~~10.3 to our Current Report on Form 8-K dated ~~April 16,~~September 24, 2018).
31.1		Certification of the ~~Acting~~ Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)
31.2		Certification of the Interim Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)
32.1		Certification of the ~~Acting~~ Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2		Certification of the Interim Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101		Interactive Data File (Quarterly Report on Form 10-Q, for the quarter ended ~~May 5,~~November 3, 2018, furnished in XBRL (eXtensible Business Reporting Language))

* Incorporated by reference.

+ Management contract of compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	KIRKLAND’S, INC.
Date: ~~June 7,~~December 6, 2018	/s/ ~~Michael B. Cairnes~~Steve C. Woodward
	~~Michael B. Cairnes~~Steve C. Woodward ~~Acting~~ Chief Executive Officer
Date: ~~June 7,~~December 6, 2018	/s/ Nicole A. Strain
	Nicole A. Strain Interim Chief Financial Officer

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