UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 October ~~28, 2017~~29, 2022



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-35535

__________________________________________________

TILLY’S, INC.

(Exact name of Registrant as specified in its charter)

__________________________________________________



Delaware						45-2164791
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

10 Whatney

Irvine, CA 92618

(Address of principal executive offices)

(949) 609-5599

(Registrant’s telephone number, including area code)

__________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	TLYS	New York Stock Exchange

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” ~~or an~~and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated Filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

~~Large accelerated filer~~

~~Accelerated filer~~

~~Non-accelerated filer~~

¨ ~~(do not check if a smaller reporting company)~~

~~Smaller reporting company~~

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 Exchange Act Rule 12b-2) Yes ¨☐ No x☒

As of ~~November 30, 2017~~December 2, 2022, the registrant had the following shares of common stock outstanding:



Class A common stock $0.001 par value			~~14,448,294~~22,537,461
Class B common stock $0.001 par value			~~14,398,497~~7,306,108

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TILLY’S, INC.

FORM 10-Q

For the Quarterly Period Ended October ~~28, 2017~~29, 2022

Index



		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	46
	Consolidated Balance Sheets as of October ~~28, 2017,~~29, 2022, January ~~28, 2017~~29, 2022 and October ~~29, 2016~~30, 2021	46
	Consolidated Statements of Income for the ~~Three~~Thirteen and ~~Nine Months~~Thirty-Nine Weeks Ended October ~~28, 2017~~29, 2022 and October ~~29, 2016~~30, 2021	57
	Consolidated Statements of Comprehensive Income for the ~~Three~~Thirteen and ~~Nine Months~~Thirty-Nine Weeks Ended October ~~28, 2017~~29, 2022 and October ~~29, 2016~~30, 2021	68
	Consolidated Statement of Stockholders’ Equity as of October ~~28, 2017~~29, 2022 and October 30, 2021	79
	Consolidated Statements of Cash Flows for the ~~Nine Months~~Thirty-Nine Weeks Ended October ~~28, 2017~~29, 2022 and October ~~29, 2016~~30, 2021	811
	Notes to the Consolidated Financial Statements	912

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1724

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2532

Item 4.	Controls and Procedures	2532

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	2733

Item 1A.	Risk Factors	2833

Item 6.2	~~Exhibits~~Unregistered Sales of Equity Securities and Use of Proceeds	2933

Item 6.	~~Signatures~~Exhibits	2934

	Signatures	35

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Forward-Looking Statements

This Quarterly Report on Form 10-Q ("this "Report") contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this Report are forward-looking statements. Forward-looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “can have”, “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected earnings, revenues, comparable store sales, operating income, earnings per share, costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

•the impacts of inflation on consumer spending generally and on our expense management, operating results and financial condition;

•the continued impacts of the COVID-19 pandemic generally and on our operations, future financial or operational results, including with respect to our expense management, our ability to reduce costs, and our ability to effectively manage inventory levels on an ongoing basis relative to net sales performance and changing market conditions;

•our ability to adapt to downward trends in traffic for our stores and changes in our customers' purchasing patterns;

•our ability to successfully open new stores and profitably operate our existing stores;

•our ability to attract customers to our e-commerce website and generate acceptable levels of return from our digital marketing efforts and other e-commerce growth initiatives;

•increases in costs of energy, transportation or utility costs and in the costs of labor and employment;

•our ability to efficiently utilize our e-commerce fulfillment center;

•effectively adapting to new challenges associated with our expansion into new geographic markets;

•our ability to establish, maintain and enhance a strong brand image;

•our ability to generate adequate cash from our existing stores and e-commerce to support our growth;

•our ability to identify and respond to new and changing customer fashion preferences and fashion-related trends;

•our ability to compete effectively in an environment of intense competition both in stores and online;

•our ability to adjust to increasing costs of mailing catalogs, paper and printing;

•the success of the malls, power centers, neighborhood and lifestyle centers, outlet centers and street-front locations in which our stores are located;

•our ability to attract customers in the various retail venues and geographies in which our stores are located;

•our ability to adapt to declines in consumer confidence and decreases in consumer spending;

•our ability to adapt to significant changes in sales due to the seasonality of our business;

•our ability to compete on social media marketing platforms;

•natural disasters, unusually adverse weather conditions, port delays, boycotts, epidemics, pandemics, acts of war, terrorism, civil unrest and other unanticipated events;

•our dependence on third-party vendors to provide us with sufficient quantities of merchandise at acceptable prices and on time;

•our ability to balance proprietary branded merchandise with the third-party branded merchandise we sell;

•most of our merchandise is made in foreign countries, making price and availability of our merchandise susceptible to international trade conditions;

•failure of our vendors and their manufacturing sources to use acceptable labor or other practices;

•our dependence upon key executive management or our inability to hire or retain the talent required for our business;

•our ability to effectively adapt to our planned expansion;

•our ability to secure desirable lease arrangements and other economics to support the rate of our planned store growth.

•failure of our information technology systems to support our current and growing business, before and after our planned upgrades;

•disruptions in our supply chain and distribution center;

•our indebtedness and lease obligations, including restrictions contained therein;

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•our reliance upon independent third-party transportation providers for certain of our product shipments;

•our ability to increase comparable store sales or sales per square foot, which may cause our operations and stock price to be volatile;

•disruptions to our information systems in the ordinary course of business or as a result of systems upgrades;

•our inability to protect our trademarks or other intellectual property rights;

•the impact of governmental laws and regulations and the outcomes of legal proceedings;

•our ability to secure our data and comply with privacy laws and the security standards for the credit card industry;

•our failure to maintain adequate internal controls over our financial and management systems; and

•continuing costs incurred as a result of being a public company.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.

See “Risk Factors” within our most recent Annual Report on Form 10-K for a more complete discussion of the risks and uncertainties mentioned above and for discussion of other risks and uncertainties. All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this Report and hereafter in our other SEC filings and public communications. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.

We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the disclosures and forward-looking statements included in this Report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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Part I. Financial Information

Item 1. Financial Statements (Unaudited)

TILLY’S, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except par value)

(Unaudited)


	October 28, 2017		January 28, 2017		October 29, 2016			October 29, 2022		January 29, 2022		October 30, 2021
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	38,912	$	78,994	$	43,382	Cash and cash equivalents	$	75,786	$	42,201	$	59,392
Marketable securities	82,961		54,923		61,915		Marketable securities	29,985		97,027		96,237
Receivables	3,647		3,989		5,873		Receivables	11,352		6,705		8,881
Merchandise inventories	62,242		47,768		65,016		Merchandise inventories	81,589		65,645		86,692
Prepaid expenses and other current assets	9,759		9,541		9,965		Prepaid expenses and other current assets	16,036		16,400		9,682
Total current assets	197,521		195,215		186,151		Total current assets	214,748		227,978		260,884
Operating lease assets							Operating lease assets	222,664		216,508		226,547
Property and equipment, net	87,576		89,219		93,206		Property and equipment, net	51,279		47,530		49,392
Deferred tax assets							Deferred tax assets	10,261		11,446		11,894
Other assets	7,805		6,072		5,414		Other assets	1,488		1,361		1,520
Total assets	$	292,902	$	290,506	$	284,771
TOTAL ASSETS							TOTAL ASSETS	$	500,440	$	504,823	$	550,237

LIABILITIES AND STOCKHOLDERS’ EQUITY							LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:							Current liabilities:
Accounts payable	$	27,329	$	17,584	$	26,613	Accounts payable	$	30,225	$	28,144	$	46,378
Accrued expenses	31,854		23,872		20,449		Accrued expenses	17,239		19,073		20,084

Deferred revenue	8,335		10,203		7,815		Deferred revenue	13,859		17,096		13,568
Accrued compensation and benefits	6,005		7,259		5,480		Accrued compensation and benefits	9,756		17,056		17,106
Current portion of deferred rent	5,762		5,643		6,146
Capital lease obligation	155		835		899

Current portion of operating lease liabilities							Current portion of operating lease liabilities	50,047		51,504		51,717
Current portion of operating lease liabilities, related party							Current portion of operating lease liabilities, related party	2,771		2,533		2,582
Other liabilities							Other liabilities	806		761		727
Total current liabilities	79,440		65,396		67,402		Total current liabilities	124,703		136,167		152,162
Long-term portion of deferred rent	31,377		35,890		36,940
Other	2,955		—		155
Noncurrent portion of operating lease liabilities							Noncurrent portion of operating lease liabilities	176,621		171,965		182,700
Noncurrent portion of operating lease liabilities, related party							Noncurrent portion of operating lease liabilities, related party	23,129		21,000		21,625
Other liabilities							Other liabilities	455		978		1,112
Total long-term liabilities							Total long-term liabilities	200,205		193,943		205,437
Total liabilities	113,772		101,286		104,497		Total liabilities	324,908		330,110		357,599
Commitments and contingencies (Note 5)
Commitments and contingencies (Notes 2 and 5)							Commitments and contingencies (Notes 2 and 5)
Stockholders’ equity:							Stockholders’ equity:
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 14,357, 13,434 and 12,672 shares issued and outstanding, respectively	14		14		13
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 14,488, 15,329 and 15,879 shares issued and outstanding, respectively	15		15		16
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,537, 23,719 and 23,658 shares issued and outstanding, respectively							Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,537, 23,719 and 23,658 shares issued and outstanding, respectively	23		24		24
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,306, 7,306 and 7,306 shares issued and outstanding, respectively							Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,306, 7,306 and 7,306 shares issued and outstanding, respectively	7		7		7
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding	—		—		—		Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding	—		—		—
Additional paid-in capital	140,240		138,102		135,469		Additional paid-in capital	168,749		166,929		165,983
Retained earnings	38,765		51,023		44,719		Retained earnings	6,634		7,754		26,616
Accumulated other comprehensive income	96		66		57
Accumulated other comprehensive income (loss)							Accumulated other comprehensive income (loss)	119		(1)		8
Total stockholders’ equity	179,130		189,220		180,274		Total stockholders’ equity	175,532		174,713		192,638
Total liabilities and stockholders’ equity	$	292,902	$	290,506	$	284,771
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY							TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	500,440	$	504,823	$	550,237

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

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TILLY’S, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)


	Three Months Ended				Nine Months Ended					Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 28, 2017		October 29, 2016		October 28, 2017		October 29, 2016			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net sales	$	152,824	$	152,106	$	412,581	$	408,736	Net sales	$	177,847	$	206,096	$	491,930	$	571,205

Cost of goods sold (includes buying, distribution, and occupancy costs)	102,730		104,137		288,653		289,343		Cost of goods sold (includes buying, distribution, and occupancy costs)	122,346		128,612		338,870		362,751
Rent expense, related party									Rent expense, related party	918		745		2,680		2,149
Total cost of goods sold (includes buying, distribution, and occupancy costs)									Total cost of goods sold (includes buying, distribution, and occupancy costs)	123,264		129,357		341,550		364,900
Gross profit	50,094		47,969		123,928		119,393		Gross profit	54,583		76,739		150,380		206,305

Selling, general and administrative expenses	35,982		37,302		111,384		110,460		Selling, general and administrative expenses	48,134		47,609		137,405		135,607
Rent expense, related party									Rent expense, related party	134		133		400		400
Total selling, general, and administrative expenses									Total selling, general, and administrative expenses	48,268		47,742		137,805		136,007

Operating income	14,112		10,667		12,544		8,933		Operating income	6,315		28,997		12,575		70,298
Other income, net	375		103		810		270
Other income (expense), net									Other income (expense), net	675		(1)		862		(219)
Income before income taxes	14,487		10,770		13,354		9,203		Income before income taxes	6,990		28,996		13,437		70,079
Income tax expense	5,730		4,353		5,354		4,097		Income tax expense	1,841		8,162		3,656		17,888
Net income	$	8,757	$	6,417	$	8,000	$	5,106	Net income	$	5,149	$	20,834	$	9,781	$	52,191
Basic income per share of Class A and Class B common stock	$	0.30	$	0.23	$	0.28	$	0.18
Diluted income per share of Class A and Class B common stock	$	0.30	$	0.22	$	0.28	$	0.18
Basic earnings per share of Class A and Class B common stock									Basic earnings per share of Class A and Class B common stock	$	0.17	$	0.67	$	0.32	$	1.72
Diluted earnings per share of Class A and Class B common stock									Diluted earnings per share of Class A and Class B common stock	$	0.17	$	0.66	$	0.32	$	1.68
Weighted average basic shares outstanding	28,782		28,482		28,746		28,456		Weighted average basic shares outstanding	29,894		30,915		30,226		30,429
Weighted average diluted shares outstanding	29,031		28,527		28,954		28,476		Weighted average diluted shares outstanding	30,050		31,352		30,428		31,016

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

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TILLY’S, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29, 2016
Net income $ 8,757
$ 6,417
$ 8,000
$ 5,106
Other comprehensive (loss) income:
Net change in unrealized gain on available-for-sale securities, net of tax (6 ) 26
30
35
Other comprehensive (loss) income (6 ) 26
30
35
Comprehensive income $ 8,751
$ 6,443
$ 8,030
$ 5,141


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net income	$	5,149	$	20,834	$	9,781	$	52,191
Other comprehensive income (loss), net of tax:
Net change in unrealized gain (loss) on available-for-sale securities, net of tax	73		(4)		120		(12)
Other comprehensive income (loss), net of tax	73		(4)		120		(12)
Comprehensive income	$	5,222	$	20,830	$	9,901	$	52,179

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

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TILLY’S, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Number of Shares
	Common Stock (Class A)	Common Stock (Class B)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance at July 30, 2022	22,805	7,306	$	30	$	168,120	$	3,372	$	46	$	171,568
Net income	—	—	—		—		5,149		—		5,149




Share-based compensation expense	—	—	—		613		—		—		613
Employee stock option exercises	3	—	—		16		—		—		16
Repurchase of common stock	(271)	—	—		—		(1,887)		—		(1,887)
Net change in unrealized gain on available-for-sale securities	—	—	—		—		—		73		73
Balance at October 29, 2022	22,537	7,306	$	30	$	168,749	$	6,634	$	119	$	175,532


	Number of Shares
	Common Stock (Class A)	Common Stock (Class B)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)/Income		Total Stockholders’ Equity
Balance at July 31, 2021	23,651	7,306	$	31	$	165,407	$	5,782	$	12	$	171,232
Net income	—	—	—		—		20,834		—		20,834




Share-based compensation expense	—	—	—		521		—		—		521
Employee stock option exercises	7	—	—		55		—		—		55
Net change in unrealized loss on available-for-sale securities	—	—	—		—		—		(4)		(4)
Balance at October 30, 2021	23,658	7,306	$	31	$	165,983	$	26,616	$	8	$	192,638

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Number of Shares

Common
Stock
(Class A)

Common
Stock
(Class B)

Common
Stock

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income

Total
Stockholders’
Equity
Balance at January 28, 2017 13,434
15,329
$ 29
$ 138,102
$ 51,023
$ 66
$ 189,220
Cumulative-effect adjustment from adoption of ASU 2016-09 (Note 2) —
—
—
178
(178 ) —
—
Net income —
—
—
—
8,000
—
8,000
Dividends paid —
—
—
—
(20,080 ) —
(20,080 )
Restricted stock vesting 44
—
—
—
—
—
—
Taxes paid in lieu of shares issued —
—
—
(101 ) —
—
(101 )
Shares converted by founders 841
(841 ) —
—
—
—
—
Stock-based compensation expense —
—
—
1,773
—
—
1,773
Employee exercises of stock options 38
—
—
288
—
—
288
Change in unrealized gain on available-for-sale securities —
—
—
—
—
30
30
Balance at October 28, 2017 14,357
14,488
$ 29
$ 140,240
$ 38,765
$ 96
$ 179,130
TILLY’S, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	Number of Shares
	Common Stock (Class A)	Common Stock (Class B)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive (Loss)/Income		Total Stockholders’ Equity
Balance at January 29, 2022	23,719	7,306	$	31	$	166,929	$	7,754	$	(1)	$	174,713
Net income	—	—	—		—		9,781		—		9,781

Restricted stock	63	—	—		—		—		—		—


Share-based compensation expense	—	—	—		1,764		—		—		1,764
Employee stock option exercises	13	—	—		56		—		—		56
Repurchase of common stock	(1,258)	—	(1)		—		(10,901)		—		(10,902)
Net change in unrealized gain on available-for-sale securities	—	—	—		—		—		120		120
Balance at October 29, 2022	22,537	7,306	$	30	$	168,749	$	6,634	$	119	$	175,532


	Number of Shares
	Common Stock (Class A)	Common Stock (Class B)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance at January 30, 2021	22,477	7,306	$	30	$	155,437	$	5,135	$	20	$	160,622
Net income	—	—	—		—		52,191		—		52,191
Dividends paid ($1.00 per share)	—	—	—		—		(30,710)		—		(30,710)
Restricted stock	20	—	—		—		—		—		—

Share-based compensation expense	—	—	—		1,417		—		—		1,417

Employee stock option exercises	1,161	—	1		9,129		—		—		9,130
Net change in unrealized loss on available-for-sale securities	—	—	—		—		—		(12)		(12)
Balance at October 30, 2021	23,658	7,306	$	31	$	165,983	$	26,616	$	8	$	192,638

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

710

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TILLY’S, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

Nine Months Ended
October 28,
2017 October 29,
2016
Cash flows from operating activities
Net income $ 8,000
$ 5,106
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 17,644
17,498
Stock-based compensation expense 1,773
1,995
Impairment of assets 848
1,963
Loss on disposal of assets 170
6
Gain on sales and maturities of marketable securities (510 ) (164 )
Deferred income taxes (1,194 ) (298 )
Changes in operating assets and liabilities:
Receivables 342
(476 )
Merchandise inventories (14,474 ) (13,659 )
Prepaid expenses and other assets (777 ) (1,084 )
Accounts payable 9,177
10,667
Accrued expenses 4,202
2,576
Accrued compensation and benefits (1,254 ) (271 )
Deferred rent (4,394 ) (3,911 )
Deferred revenue (1,868 ) (359 )
Net cash provided by operating activities 17,685
19,589
Cash flows from investing activities
Purchase of property and equipment (9,716 ) (14,794 )
Proceeds from sale of property and equipment —
43
Purchases of marketable securities (112,612 ) (81,762 )
Maturities of marketable securities 85,134
70,000
Net cash used in investing activities (37,194 ) (26,513 )
Cash flows from financing activities
Dividends paid (20,080 ) —
Proceeds from exercise of stock options 288
24
Payment of capital lease obligation (680 ) (639 )
Taxes paid in lieu of shares issued for stock-based compensation (101 ) (99 )
Net cash used in financing activities (20,573 ) (714 )
Change in cash and cash equivalents (40,082 ) (7,638 )
Cash and cash equivalents, beginning of period 78,994
51,020
Cash and cash equivalents, end of period $ 38,912
$ 43,382
Supplemental disclosures of cash flow information
Interest paid $ 25
$ 67
Income taxes paid $ 4,719
$ 3,570
Supplemental disclosure of non-cash activities
Unpaid purchases of property and equipment $ 7,303
$ —


	Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021
Cash flows from operating activities:
Net income	$	9,781	$	52,191
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization	10,515		13,123
Insurance proceeds from casualty loss	—		117
Share-based compensation expense	1,764		1,417
Impairment of assets	14		136
Loss on disposal of assets	64		52
Gain on sales and maturities of marketable securities	(230)		(101)
Deferred income taxes	1,167		57
Changes in operating assets and liabilities:
Receivables	(705)		1,847
Merchandise inventories	(15,944)		(31,111)
Prepaid expenses and other current assets	557		(3,698)
Accounts payable	2,068		21,402
Accrued expenses	(4,253)		(9,804)
Accrued compensation and benefits	(7,300)		7,207
Operating lease liabilities	(4,637)		(5,205)
Deferred revenue	(3,237)		76
Other liabilities	(706)		(856)
Net cash (used in) provided by operating activities	(11,082)		46,850

Cash flows from investing activities:
Proceeds from marketable securities	117,189		95,224
Purchases of marketable securities	(49,779)		(126,420)
Purchases of property and equipment	(11,897)		(10,911)


Proceeds from sale of property and equipment	—		17
Insurance proceeds from casualty loss	—		29
Net cash provided by (used in) investing activities	55,513		(42,061)

Cash flows from financing activities:


Share repurchases	(10,902)		—
Proceeds from exercise of stock options	56		9,129
Dividends paid	—		(30,710)
Net cash used in financing activities	(10,846)		(21,581)
Change in cash and cash equivalents	33,585		(16,792)
Cash and cash equivalents, beginning of period	42,201		76,184
Cash and cash equivalents, end of period	$	75,786	$	59,392

Supplemental disclosures of cash flow information:

Income taxes paid	$	1,440	$	26,493
Supplemental disclosure of non-cash activities:
Unpaid purchases of property and equipment	$	3,511	$	1,702
Operating lease liabilities arising from obtaining operating lease assets	$	47,092	$	32,787

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

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TILLY’S, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1: Description of the Company and Basis of Presentation

Tillys is a leading destination specialty retailer of casual apparel, footwear, accessories and ~~accessories~~hardgoods for young men, young women, boys and girls with an extensive ~~selection~~assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys is headquartered in Irvine, California and we operated ~~220~~247 stores, in 3133 states as of October ~~28, 2017.~~29, 2022. Our stores are located in malls, lifestyle centers, ‘power’ centers, community centers, outlet centers and street-front locations. Customers may also shop online, where we feature the same assortment of products as carried in our brick-and-mortar stores, supplemented by additional online-only styles. Our goal is to serve as a destination for the latest, most relevant merchandise and brands important to our customers.

The Tillys concept began in 1982, when our co-founders, Hezy Shaked and Tilly Levine, opened their first store in Orange County, California. Since 1984, the business has been conducted through World of Jeans & Tops, a California corporation, ~~("WOJT")~~or “WOJT”, which operates under the name “Tillys”. In May 2011, Tilly’s, Inc., a Delaware corporation, was formed solely for the purpose of reorganizing the corporate structure of WOJT in preparation for an initial public offering. As part of the initial public offering in May 2012, WOJT became a wholly owned subsidiary of ~~Tilly’s,~~Tilly's, Inc.

The consolidated financial statements include the accounts of Tilly's, Inc. and WOJT. All intercompany accounts and transactions have been eliminated in consolidation.

As used in these Notes to the Consolidated Financial Statements, except where the context otherwise requires or where otherwise indicated, the terms "the Company", "we", "our", "us" and "Tillys" refer to Tilly's, Inc. and its subsidiary, WOJT.

We have prepared the accompanying unaudited consolidated financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"), for interim financial reporting. These unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q as is permitted by SEC rules and regulations.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all normal and recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows for the interim periods presented. The results of operations for the ~~third quarter~~thirteen and ~~nine months~~thirty-nine week periods ended October ~~28, 2017 and October~~ 29, ~~2016, respectively,~~2022 are not necessarily indicative of results to be expected for the full fiscal year. The accompanying unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended January ~~28, 2017~~29, 2022 ("fiscal ~~2016"~~2021").

~~We have reclassified certain prior period balance sheet amounts within our consolidated balance sheets to conform to our current period presentation.~~

Fiscal Periods

Our fiscal year ends on the Saturday closest to January 31. References to fiscal ~~2017~~2022 refer to the fiscal year ending ~~February 3, 2018.~~January 28, 2023. References to the fiscal quarters or first nine months ended October ~~28, 2017,~~29, 2022 and October ~~29, 2016,~~30, 2021 refer to the ~~three~~thirteen and ~~nine months~~thirty-nine week periods ended ~~respectively,~~ as of those ~~dates.~~dates, respectively.

Economic Impacts of the COVID-19 Pandemic on our Business

The economic impacts resulting from the COVID-19 pandemic (the "pandemic") have had, and may continue to have, a material effect on our business, financial condition and results of operations, as well as on the market generally, including its impacts on inflationary cost pressures, supply chain disruptions, competition for and availability of labor, management of our workforce, consumer behavior, store traffic, demands on our information technology and e-commerce capabilities, and inventory and expense management.The scope and nature of these impacts continue to evolve, and we may continue to experience similar or new adverse impacts in the future arising from the pandemic that may have material adverse effects on our future business, financial condition and results of operations.

Note 2: Summary of Significant Accounting Policies

Information regarding our significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, of the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January ~~28, 2017.~~29, 2022.

~~Recently Adopted Accounting Standard~~Revenue Recognition

~~On January 29, 2017,~~Revenue is recognized for store sales when the customer receives and pays for the merchandise at the register, net of estimated returns. Taxes collected from our customers are recorded on a net basis. For e-commerce sales, we ~~adopted Financial Accounting Standards Board (the "FASB") Accounting Standards Update ("ASU") No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting, which simplifies~~recognize revenue, net of sales taxes and estimated sales returns, and the ~~accounting and reporting for share-based compensation, including~~related cost of goods sold at the ~~accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as~~time the classification in the statement of cash flows. We elected to account for forfeitures as they occur, rather than estimate expected forfeitures. The adoption of ASU 2016-09 resulted in a cumulative-effect adjustment of $0.2 million decrease to retained earnings and a $0.2 million increase to additional paid-in-capital as of January 29, 2017, relatedmerchandise is shipped to the recognition of previously estimated expected forfeitures using the modified retrospective method. We adopted the cash flow presentation which requires excess tax benefits to be presented as an operating activity rather than a financing activity. The adoption of this update did not have an effect on our consolidated results of operations.

customer.

912

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Amounts related to shipping and handling that are billed to customers are reflected in net sales, and the related costs are reflected in cost of goods sold in the Consolidated Statements of Income.

~~New Accounting Standards Not Yet Adopted~~The following table summarizes net sales from our retail stores and e-commerce (in thousands):

~~In May 2014,~~


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Retail stores	$	141,539	$	165,255	$	396,109	$	457,557
E-commerce	36,308		40,841		95,821		113,648
Total net sales	$	177,847	$	206,096	$	491,930	$	571,205

The following table summarizes the ~~FASB issued ASU No. 2014-09,~~ ~~Revenue~~percentage of net sales by department:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Mens	36	%	37	%	36	%	36	%
Womens	25	%	25	%	26	%	27	%
Accessories	19	%	18	%	17	%	16	%
Footwear	11	%	10	%	12	%	11	%
Boys	4	%	5	%	4	%	5	%
Girls	4	%	4	%	4	%	4	%
Hardgoods/Outdoor	1	%	1	%	1	%	1	%
Total net sales	100	%	100	%	100	%	100	%

The following table summarizes the percentage of net sales by third-party and proprietary branded merchandise:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Third-party	69	%	68	%	69	%	70	%
Proprietary	31	%	32	%	31	%	30	%
Total net sales	100	%	100	%	100	%	100	%

We accrue for estimated sales returns by customers based on historical sales return results. As of October 29, 2022, January 29, 2022 and October 30, 2021, our reserve for sales returns was $1.9 million, $1.9 million and $2.3 million, respectively, and is included in accrued expenses on the accompanying Consolidated Balance Sheets.

We recognize revenue from ~~Contracts with Customers~~ ~~(“ASU 2014-09”), along with amendments issued~~gift cards as they are redeemed for merchandise. Prior to redemption, we maintain a current liability for unredeemed gift cards, the balance of which was $8.7 million, $11.2 million and $7.9 million as of October 29, 2022, January 29, 2022 and October 30, 2021, respectively, and is included in ~~2015~~deferred revenue on the accompanying Consolidated Balance Sheets. Our gift cards do not have expiration dates and ~~2016, which amends the existing accounting standards for revenue recognition. ASU 2014-09 outlines principles~~in most cases there is no legal obligation to remit unredeemed gift cards to relevant jurisdictions. Based on actual historical redemption patterns, we determined that ~~govern revenue recognition at an amount an entity expects~~a small percentage of gift cards are unlikely to be ~~entitled when products~~redeemed, which we refer to as gift card breakage. Based on our historical gift card breakage rate, we recognize breakage revenue over the redemption period in proportion to actual gift card redemptions. Total revenue recognized from gift cards was $2.6 million and $2.9 million for the thirteen weeks ended October 29, 2022 and October 30, 2021, respectively. For the thirteen weeks ended October 29, 2022 and October 30, 2021, the opening gift card balance was $8.9 million and $7.9 million, respectively, of which $0.7 million and $0.6 million respectively, was recognized as revenue during these periods. Total revenue recognized from gift cards was $9.9 million and $10.1 million for the thirty-nine weeks ended October 29, 2022 and October 30, 2021, respectively. For the thirty-nine weeks ended October 29, 2022 and October 30, 2021, the opening gift card balance was $11.2 million and $9.6 million, respectively, of which $4.6 million and $4.0 million, respectively, was recognized as revenue during these periods.

We have a customer loyalty program where customers accumulate points based on purchase activity. Once a loyalty member achieves a certain point level, the member earns an award that may be used towards the purchase of merchandise. Unredeemed awards and accumulated partial points are ~~transferred~~accrued as deferred revenue, and awards redeemed by the member for merchandise

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are recorded as an increase to ~~customers. ASU 2014-09, which will become effective for us in~~net sales. Our loyalty program allows customers to redeem their awards instantly or build up to additional awards over time. During the first quarter of fiscal ~~2018, may be applied retrospectively for each period presented (the "full retrospective method") or retrospectively with~~2022, we modified our expiration policy related to unredeemed awards and accumulated partial points from expiration at 365 days after the ~~cumulative effect recognized in~~customer's last purchase activity to expiration at 365 days after the opening retained earnings balance in fiscal year 2018 (the "modified retrospective method"). We currently anticipate adopting the standard using the modified retrospective method. We are in the process of evaluating the overall impact of adopting the new standard on our consolidated financial statements. Based on our preliminary assessment, we have determined that the adoption will change the timing of recognition of gift card breakage income, which is currently recognized when the probability of the redemption is remote and recorded in net sales. The new guidance will require recognition of gift card breakage income proportionately in net sales as redemptions occur. The new guidance also requires enhanced disclosures, such as disaggregation of revenues and revenue recognition policies that require significant judgment and identification of performance obligations to customers. Based on our preliminary assessment, we currently do not expect the adoptioncustomer's original purchase date. As a result of this ~~update to have a material effect on our consolidated results of operations.~~

~~In February 2016,~~modification in expiration policy, the ~~FASB issued ASU No. 2016-02,~~ ~~Leases~~ (Accounting Standards Codification 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchaseestimated liability was reduced by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. ASU 2016-02, which will become effective for us in$0.5 million during the first quarter of fiscal ~~2019, with early adoption permitted, must be adopted using~~2022. A liability is estimated based on the ~~modified retrospective method.~~standalone selling price of awards and partial points earned and estimated redemptions. The ~~new standard is expected to impact~~deferred revenue for this program was $5.2 million, $5.9 million and $5.7 million as of October 29, 2022, January 29, 2022 and October 30, 2021, respectively. The value of points redeemed through our ~~consolidated financial statements~~loyalty program was $2.2 million and $2.8 million for the thirteen weeks ended October 29, 2022 and October 30, 2021, respectively. For the thirteen weeks ended October 29, 2022 and October 30, 2021, the opening loyalty program balance was $5.3 million and $5.1 million, respectively, of which $1.8 million and $1.4 million, respectively, was recognized as werevenue during these periods. The value of points redeemed through our loyalty program was $6.5 million and $7.7 million for the thirty-nine weeks ended October 29, 2022 and October 30, 2021, respectively. For the thirty-nine weeks ended October 29, 2022 and October 30, 2021, the opening loyalty program balance was $5.9 million and $3.9 million, respectively, of which $4.9 million and $3.7 million, respectively, was recognized as revenue during these periods.

Leases

We conduct all of our retail sales and corporate operations in leased facilities. WeLease terms generally range up to ten years in duration (subject to elective extensions) and provide for escalations in base rents. Generally, we do not consider any additional renewal periods to be reasonably certain of being exercised. Most store leases include tenant allowances from landlords, rent escalation clauses and/or contingent rent provisions. Certain leases provide for additional rent based on a percentage of sales and annual rent increases generally based upon the Consumer Price Index. In addition, most of our store leases are net leases, which typically require us to be responsible for certain property operating expenses, including property taxes, insurance, common area maintenance, in addition to base rent. Many of our store leases contain certain co-tenancy provisions that permit us to pay rent based on a pre-determined percentage of sales when the occupancy of the retail center falls below minimums established in the ~~process~~lease. For non-cancelable operating lease agreements, operating lease assets and operating lease liabilities are established for leases with an expected term greater than one year, and we recognize lease expense on a straight-line basis. Contingent rent, determined based on a percentage of ~~evaluating~~net sales in excess of specified levels, is recognized as rent expense when the ~~impact~~achievement of ~~adopting~~those specified net sales is probable.

We lease approximately 172,000 square feet of office and warehouse space (10 and 12 Whatney, Irvine, California) from a company that is owned by the co-founders of Tillys. During each of the thirteen and thirty-nine week periods ended October 29, 2022 and October 30, 2021 we incurred rent expense of $0.5 million and $1.6 million, respectively, related to this lease. Our lease began on January 1, 2003 and terminates on December 31, 2027.

We lease approximately 26,000 square feet of office and warehouse space (11 Whatney, Irvine, California) from a company that is owned by one of the co-founders of Tillys. During the thirteen and thirty-nine week periods ended October 29, 2022, we incurred rent expense of $0.2 million and $0.4 million, respectively, related to this lease. During the thirteen and thirty-nine week periods ended October 30, 2021, we incurred rent expense of $0.1 million and $0.3 million, respectively, related to this lease. Pursuant to the lease agreement, the lease payment adjusts annually based upon the Los Angeles/Anaheim/Riverside Urban Consumer Price Index, with the adjustment not to be below 3% nor exceed 7% in any one annual increase. The lease began on June 29, 2012 and was set to terminate on June 30, 2022. During June 2022, this lease was amended to, among other things, extend the term for an additional 10-year term and adjust the annual payment increases. Pursuant to the amended lease agreement, the lease payments adjust annually based upon the greater of 5% or the Consumer Price Index, and the lease now terminates on June 30, 2032.

We lease approximately 81,000 square feet of office and warehouse space (17 Pasteur, Irvine, California) from a company that is owned by one of the co-founders of Tillys. We use this property as our e-commerce distribution center. During the thirteen and thirty-nine week periods ended October 29, 2022, we incurred rent expense of $0.4 million and $1.1 million, respectively, related to this lease. During the thirteen and thirty-nine week periods ended October 30, 2021, we incurred rent expense of $0.3 million and $0.7 million, respectively, related to this lease. Pursuant to the lease agreement, the lease payment adjusts annually based upon the Los Angeles/Anaheim/Riverside Urban Consumer Price Index, with the adjustment not to be below 3% nor exceed 7% in any one annual increase. The lease began on November 1, 2011 with a 10-year term ending on October 31, 2021. During October 2021, this lease was amended to, among other things, extend the term for an additional 10-year term and adjust the annual payment increases. Pursuant to the amended lease agreement, the lease payment adjusts annually based upon the greater of 5% or the Consumer Price Index and now terminates on October 31, 2031.

We sublease a portion of our office space, approximately 5,887 square feet, in the 17 Pasteur Irvine, California facility to Tilly's Life Center, ("TLC"), a related party and a charitable organization. The lease term is for 5 years and terminates January 31, 2027. Sublease income is recognized on a straight-line basis over the sublease agreement and is recorded as an offset within the selling, general and administrative section in the Consolidated Statements of Income.

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The maturity of operating lease liabilities and sublease income as of October 29, 2022 were as follows (in thousands):


Fiscal Year	Related Party		Other		Total		Sublease Income
2022	$	966	$	17,011	$	17,977	$	22
2023	3,932		60,804		64,736		90
2024	4,085		50,941		55,026		95
2025	4,244		41,384		45,628		99
2026	4,411		30,148		34,559		104
Thereafter	13,491		71,619		85,110
Total minimum lease payments	31,129		271,907		303,036		410
Less: Amount representing interest	5,229		45,239		50,468		—
Present value of operating lease liabilities	$	25,900	$	226,668	$	252,568	$	410

As of October 29, 2022, additional operating lease contracts that have not yet commenced are approximately $2.3 million.

Lease expense for the thirteen and thirty-nine week periods ended October 29, 2022 and October 30, 2021 was as follows (in thousands):


	Thirteen Weeks Ended October 29, 2022						Thirteen Weeks Ended October 30, 2021
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	16,230	$	331	$	16,561	$	15,092	$	321	$	15,413
Variable lease expense	4,274		10		4,284		4,907		15		4,922
Total lease expense	$	20,504	$	341	$	20,845	$	19,999	$	336	$	20,335


	Thirty-Nine Weeks Ended October 29, 2022						Thirty-Nine Weeks Ended October 30, 2021
	Cost of goods sold		SG&A		Total		Cost of goods sold		SG&A		Total
Fixed operating lease expense	$	47,221	$	972	$	48,193	$	45,338	$	959	$	46,297
Variable lease expense	12,285		33		12,318		13,642		16		13,658
Total lease expense	$	59,506	$	1,005	$	60,511	$	58,980	$	975	$	59,955

For the thirteen and thirty-nine weeks ended October 30, 2021, we corrected an immaterial error of $94 thousand and $283 thousand, respectively, which consisted solely of a reclassification of fixed operating lease expense from SG&A to cost of goods sold, on the table above.

Supplemental lease information for the thirty-nine weeks ended October 29, 2022 and October 30, 2021 was as follows:


	Thirty-Nine Weeks Ended October 29, 2022	Thirty-Nine Weeks Ended October 30, 2021
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands)	$52,971	$51,823
Weighted average remaining lease term (in years)	5.8 years	5.6 years
Weighted average interest rate (1)	6.32%	6.16%

(1) Since our leases do not provide an implicit rate, we use our incremental borrowing rate ("IBR") on date of adoption, at lease inception, or lease modification in determining the present value of future minimum payments.

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Common Stock Share Repurchases

We may repurchase shares of our common stock from time to time pursuant to authorizations approved by our Board of Directors (see Note 9). As permitted under Delaware corporation law, shares repurchased are retired and, accordingly, are not presented separately as treasury stock in the consolidated financial statements. Instead, the value of repurchased shares is deducted from retained earnings.

Income Taxes

Our income tax expense was $3.7 million, or 27.2% of pre-tax income, compared to an income tax expense of $17.9 million, or 25.5% of pre-tax income, for the thirty-nine weeks ended October 29, 2022 and October 30, 2021, respectively. The increase in the effective income tax rate was primarily due to the discrete tax effects of stock-based compensation.

Reclassifications of Prior Year Presentation

Certain prior year amounts on the Consolidated Balance Sheets, have been reclassified to conform with the current year presentation. These reclassifications had no effect on the reported results of operations. A reclassification has been made to last year's Consolidated Balance Sheet as of October 30, 2021 to identify deferred tax assets of $11.9 million and the long-term portion of credit facility costs of $0.2 million. This change in classification does not affect previously reported cash flows from operating activities in the Consolidated Statements of Cash Flows.

New Accounting Standards Not Yet Adopted

In November 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2019-11, Codification Improvements to Topic 326, Financial Instruments-Credit Losses which amends ("ASU") No. 2016-13 Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"), which modifies or replaces existing models for impairment of trade and other receivables, debt securities, loans, beneficial interests held as assets, purchased-credit impaired financial assets and other instruments. The new standard requires entities to measure expected losses over the life of the asset and recognize an allowance for estimated credit losses upon recognition of the financial instrument. ASU 2019-11 will become effective for us in the first quarter of fiscal 2023, with early adoption permitted and must be adopted using the modified retrospective method. We expect the new rules to apply to our fixed income securities recorded at amortized cost and classified as held-to-maturity and our trade receivables. We do not expect the adoption of this new standard to have a material impact on our consolidated financial ~~statements.~~statements and related disclosures.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships and other transactions that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued because of reference rate reform. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. This guidance will have no impact on our consolidated financial statements and related disclosures since the Company has no LIBOR based loans.

Note 3: Marketable Securities

Marketable securities as of October ~~28, 2017~~29, 2022 consisted of commercial paper, classified as available-for-sale, and fixed income securities, ~~that~~classified as held-to-maturity, as we have the intent and ability to hold them to ~~maturity, are classified as held-to-maturity.~~maturity. Our investments in commercial paper and fixed income securities are recorded at fair value and amortized cost, respectively, which approximates fair ~~value, respectively.~~value. All of our marketable securities are less than one year from maturity.

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The following table summarizes our investments in marketable securities at October ~~28, 2017,~~29, 2022, January ~~28, 2017~~29, 2022 and October ~~29, 2016~~30, 2021 (in thousands):


								October 29, 2022
								Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper							Commercial paper	$	24,789	$	136	$	—	$	24,925
Fixed income securities							Fixed income securities	5,060		—		—		5,060
Total marketable securities							Total marketable securities	$	29,849	$	136	$	—	$	29,985

	October 28, 2017							January 29, 2022
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Estimated Fair Value			Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	59,607	$	161	$	59,768	Commercial paper	$	64,235	$	9	$	(11)	$	64,233
Fixed income securities	23,193		—		23,193		Fixed income securities	32,794		—		—		32,794
	$	82,800	$	161	$	82,961
Total marketable securities							Total marketable securities	$	97,029	$	9	$	(11)	$	97,027

	January 28, 2017							October 30, 2021
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Estimated Fair Value			Cost or Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Estimated Fair Value
Commercial paper	$	44,785	$	107	$	44,892	Commercial paper	$	64,261	$	12	$	(1)	$	64,272
Fixed income securities	10,031		—		10,031		Fixed income securities	31,965		—		—		31,965
	$	54,816	$	107	$	54,923

	October 29, 2016
	Cost or Amortized Cost		Gross Unrealized Holding Gains		Estimated Fair Value
Commercial paper	$	54,781	$	94	$	54,875
Fixed income securities	7,040		—		7,040
	$	61,821	$	94	$	61,915
Total marketable securities							Total marketable securities	$	96,226	$	12	$	(1)	$	96,237

We recognized gains on investments for commercial paper that matured during the ~~three~~thirteen and ~~nine months~~thirty-nine week periods ended October ~~28, 2017.~~29, 2022 and October 30, 2021. Upon recognition of the gains, we reclassified these amounts out of ~~accumulated other comprehensive income~~"Accumulated Other Comprehensive Income" and into “Other income (expense), net” on the Consolidated Statements of Income.

The following table summarizes our gains on investments for commercial paper (in thousands):


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Gains on investments	$	109	$	19	$	174	$	91

Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Gains on investments $ 182
$ 57
$ 397
$ 164

Note 4: ~~Line~~Credit Agreement

New Credit Agreement

On January 20, 2022, we entered into a senior secured credit agreement (the "Credit Agreement") and revolving line of ~~Credit~~

~~Our amended and restated~~ credit ~~agreement~~note (the "Note") with Wells Fargo Bank, ~~N.A.~~National Association (the ~~"Bank"~~“Bank”). The Credit Agreement provides for a senior secured revolving credit facility (“Revolving Facility”) of up to $25.0 million (“Revolving Commitment”) consisting of revolving line of credit with a maturity date of June 26, 2020. The interest rate charged on borrowings is selected at our discretion at the time of draw between the London Interbank Offered Rate, plus 0.75%, or at the Bank’s prime rate. The agreement allows for the declaration and payment of dividends or distributions to stockholders, subject to certain limitations. On January 31, 2017, our Board of Directors declared a special cash dividend of $0.70 per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on February 15, 2017. Payment of the dividend was made on February 24, 2017. The line of credit is secured by substantially all of our assets. As a sub-feature under the credit agreement, the Bank may also issue stand-by and/or commercialloans, letters of credit upand swing line loans, with a sub-limit on letters of credit outstanding at any time of $15.0 million. The Revolving Facility matures on January 20, 2024. The payment and performance in full of the secured obligations under the Revolving Facility are secured by a lien on and security interest in all of the assets of our company.

The payment and performance in full of the obligations under the Credit Agreement are guaranteed by the Company pursuant to ~~$15.0 million.~~a continuing guaranty (the "Guaranty") granted by the Company in favor of the Bank. The payment and performance of the Company’s obligations under the Guaranty are secured by a lien on, and pledge of, all of the equity interests owned by the Company.

Borrowings under the Revolving Facility bear interest at a rate per annum equal to the daily simple Secured Overnight Financing Rate ("SOFR") plus 0.75%. Amounts available to be drawn under outstanding letters of credit accrue fees in an amount equal to 1.00% per annum. The unused portion of the Revolving Commitment is not subject to a commitment fee.

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Under the Credit Agreement, we are ~~required~~subject to ~~maintain certain financial~~a variety of affirmative and ~~non-financial~~negative covenants of types customary in ~~accordance with the line of credit. The~~a cash-flow-based lending facility, including financial covenants that require ~~certain levels~~maintenance of ~~leverage and profitability, such as (i) income before income taxes not to be less than $1.0 million (calculated at the end of each fiscal quarter on~~(1) a ~~trailing 12-month basis), (ii) a maximum~~ ratio of ~~4.00~~total funded debt to ~~1.00 as of each quarter end for “Funded Debt to EBITDAR”, defined as the sum of total debt, capital leases and annual rent expense multiplied by six divided by the sum of net income,~~earnings before interest, ~~expense,~~ taxes, depreciation, amortization and annual rent ~~expense~~expenses no greater than 4.00 to 1.00 and (2) a fixed charge coverage ratio of not less than 1.25 to 1.00 (calculation of which takes into account dividends, distributions, redemptions and repurchases of the equity interests of the Company only if the Company’s cash on hand, net of any amounts outstanding under the Credit Agreement, is less than $50.0 million after giving effect to such dividends, distributions, redemptions or repurchases).

Events of default under the Credit Agreement include, among other things, failure to pay principal, interest, fees or other amounts; covenant defaults; material inaccuracy of representations and warranties; bankruptcy events with respect to the Company; actual or asserted invalidity of any of the loan documents; or a ~~trailing 12-month basis,~~change of control of the Company.

In connection with the entry into the Credit Agreement, on January 20, 2022, we entered into certain ancillary agreements, including (i) a security agreement in favor of the Bank (ii) the Guaranty entered into by the Company, and (iii) ~~requires minimum eligible inventory, cash, cash equivalents~~a third party pledge agreement entered into by the Company in favor of the Bank. The security agreement, the guaranty and ~~marketable securities totaling $50.0 million~~the pledge agreement replaced (i) the guaranty by the Company in favor of the Bank, dated November 9, 2020, and (ii) the security agreement dated as of November 9, 2020, between the ~~end~~Company and the Bank, which were both terminated concurrently with the termination of ~~each quarter. In addition, maximum investment in fixed assets in any fiscal year of $50.0 million.~~the Prior Credit Agreement (as defined below).

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In September 2016, we established a $750,000 standby letter of credit as security against insurance claims as required by our workers compensation insurance policy. There has been no activity under this letter of credit since its inception.

As of October ~~28, 2017,~~29, 2022, we were in compliance with all of our covenants and had no outstanding borrowings under the Credit Agreement.

Prior Credit Agreement

The Credit Agreement replaced our previously existing asset-backed credit agreement (the “Prior Credit Agreement”), dated as of November 9, 2020, as amended, with the Bank, which had revolving commitments of up to $65.0 million, a sub-limit on letters of credit ~~facility.~~of $10.0 million and a sub-limit for swing-line loans of $7.5 million.

The Prior Credit Agreement was terminated concurrently with the entry into the Credit Agreement. The maximum borrowings permitted under the Prior Credit Agreement was equal to the lesser of (x) the revolving commitment and (y) the borrowing base. The borrowing base was equal to (a) 90% of the borrower's eligible credit card receivables, plus (b) 90% of the cost of the borrower's eligible inventory, less inventory reserves established by the agent, and adjusted by the appraised value of such eligible inventory, plus (c) 90% of the cost of the borrower's eligible in-transit inventory, less inventory reserves established by the agent, and adjusted by the appraised value of such eligible in-transit inventory (not to exceed 10% of the total amount of all eligible inventory included in the borrowing base) less (d) reserves established by the agent. As of the date the Prior Credit Agreement was terminated, we had no outstanding borrowings under the Credit Agreement, and the only utilization of the letters of credit sub-limit under the Credit Agreement was a $2.025 million irrevocable standby letter of credit, which was previously issued under the Prior Credit Agreement and was transferred on such date to the Credit Agreement.

The unused portion of the revolving commitment under the Prior Credit Agreement accrued a commitment fee, which ranged from 0.375% to 0.50% per annum, based on the average daily borrowing capacity under the revolving facility over the applicable fiscal quarter. Borrowings under the Prior Credit Agreement bear interest at a rate per annum that ranged from the LIBOR rate plus 2.0% to the LIBOR rate plus 2.25%, or the base rate plus 1.0% to the base rate plus 1.25%, based on the average daily borrowing capacity under the Prior Credit Agreement over the applicable fiscal quarter. We were allowed to elect to apply either the LIBOR rate or base rate interest to borrowings at our discretion, other than in the case of swing line loans, to which the base rate shall apply.

Under the Prior Credit Agreement, we were subject to a variety of affirmative and negative covenants of types customary in an asset-based lending facility, including a financial covenant relating to availability, and customary events of default. Prior to the first anniversary of the closing date, we were prohibited from declaring or paying any cash dividends to our respective stockholders or repurchasing of our own common stock. After the first anniversary of the closing date, we were allowed to declare and pay cash dividends to our respective stockholders and repurchase our own common stock, provided, among other things, no default or event of default exists as of the date of any such payment and after giving effect thereto, certain minimum availability and minimum projected availability tests are satisfied.

Note 5: Commitments and Contingencies

Indemnifications, Commitments, and Guarantees

During the normal course of business, we have made certain indemnifications, commitments, and guarantees under which we may be required to make payments for certain transactions. These indemnifications include, but are not limited to, those given to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnifications to our directors and officers to the maximum extent permitted under the laws of the state of Delaware. The majority of these indemnifications, commitments, and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make, and their duration may be indefinite. We have not recorded any liability for these indemnifications, commitments, and guarantees in the accompanying Consolidated Balance Sheets.

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Legal Proceedings

From time to time, we may become involved in lawsuits and other claims arising from our ordinary course of business. We ~~have established~~establish loss provisions ~~of approximately $7.5 million~~ for matters in which losses are probable and can be reasonably estimated. For some matters, we are currently unable to predict the ultimate outcome, determine whether a liability has been incurred or make an estimate of the reasonably possible liability that could result from an unfavorable outcome because of the uncertainties related to the ~~incurrence,~~occurrence, amount and range of loss on any pending litigation or claim. Because of the unpredictable nature of these matters, we cannot provide any assurances regarding the outcome of any litigation or claim to which we are a party or that the ultimate outcome of any of the matters threatened or pending against us, including those disclosed below, will not have a material adverse effect on our financial condition, results of operations or cash flows.

Juan Carlos Gonzales, on behalf of himself and all others similarly situated, v. Tilly’s Inc. et al, Superior Court of California, County of Orange, Case No. ~~30-2017-00948710-CU-OE-CXC.~~30-2017-00948710-CU-OE-CXC. In October 2017, the plaintiff filed a putative class action against us, alleging various violations of California’s wage and hour laws. The complaint seeks class certification, unspecified damages, unpaid wages, penalties, restitution, interest and attorneys’ fees and costs. ~~We intend~~In December 2017, we filed an answer to ~~defend this case vigorously.~~

~~Lauren Minniti, on behalf~~the complaint, denying all of ~~herself~~the claims and ~~all others similarly situated, v. Tilly’s, Inc., United States District Court, Southern District of Florida, Case No. 0:17-cv-60237-FAM. On January 30, 2017,~~asserting various defenses. In April 2018, the plaintiff filed a ~~putative class~~separate action ~~lawsuit~~under the Private Attorneys General Act ("PAGA") against us alleging violations of the Telephone Consumer Protection Act of 1991 (the “TCPA”). Specifically, the complaint asserts a violation of the TCPA for allegedly sending unsolicited automated messages to the cellular telephones of the plaintiff and others. The complaint seeks class certification and damages of $500 per violation plus treble damages under the TCPA. We filed our initial response to this matter with the court in March 2017. The parties attended a mediation in June 2017. In July 2017, the parties reached an agreement in principle to settle this matter, subject to court approval and the execution of a final settlement agreement.

~~Skylar Ward,~~seeking penalties on behalf of ~~herself~~himself and ~~all others~~other similarly situated ~~v. Tilly’s, Inc., Superior Court of California, County of Los Angeles, Case No. BC595405.~~ ~~In September 2015,~~employees for the ~~plaintiff filed a putative class action lawsuit against us alleging, among other things, various~~same alleged violations of California's wage and hour laws. ~~The complaint sought~~We requested the plaintiff to dismiss the class ~~certification, unspecified damages, unpaid wages, penalties, restitution, and attorneys' fees.~~action claims based on an existing class action waiver in an arbitration agreement which plaintiff signed with our co-defendant, BaronHR, the staffing company that employed plaintiff to work at the Company. In June ~~2016, the court granted our demurrer to~~2018, the plaintiff's class action complaint onwas dismissed. The parties mediated the ~~grounds that the plaintiff failed to state~~PAGA case with a cause of action against Tilly's and dismissed the complaint. Specifically, the court agreed with us that the plaintiff's cause of action for reporting-time pay fails as a matter of law as the plaintiff and other putative class memberswell-respected mediator in March 2020. The case did not ~~"report~~settle during mediation nor during ensuing negotiations. The court has not yet issued a trial date. By agreement between co-defendant BaronHR and Tilly's, BaronHR is required to indemnify us for work" with respect to certain shifts on which the plaintiff's claims are based. In November 2016, the court entered a written order sustaining our demurrer to the plaintiff's complaint and dismissing all of ~~plaintiff’s causes~~our losses and expenses incurred in connection with this matter. To reduce our indemnifiable losses and expenses in this matter, we have requested that BaronHR enforce its arbitration agreement in light of ~~action with prejudice. In January 2017,~~recent developments in applicable case law, and move to compel the ~~plaintiff filed an appeal of~~individual PAGA claim to arbitration and dismiss the ~~order to the California Court of Appeal. The plaintiff filed her opening appellate brief on October 2, 2017, and our responding appellate brief is due to be filed in December 2017.~~representative PAGA claims. We have defended this case vigorously, and will continue to do so. We believe that a loss is currently not probable or estimable under FASB Accounting Standards Codification ("ASC") 450, “Contingencies,” and no accrual has been made with regard to this matter.

~~Karina Whitten,~~Allison B. Johnson, on behalf of herself and ~~all~~ others similarly situated, v. World of Jeans & Tops, Inc. dba Tilly’s ~~Inc.~~, et al, Superior Court of California, County of ~~Los Angeles,~~Fresno, Case No. ~~BC548252~~22CECG03658. In ~~June 2014,~~November 2022, the plaintiff filed a putative class action ~~and representative Private Attorney General Act of 2004 lawsuit~~ against us, alleging various violations of California’s wage and hour ~~meal break and rest break rules and regulations, and unfair competition law, among other things.~~laws. The complaint ~~sought~~seeks class certification, unspecified damages, unpaid wages, penalties, restitution,

~~injunctive relief~~ interest, and attorneys’ fees and costs. ~~The plaintiff filed~~We have also been served with a ~~first amended complaint~~notice to the California Labor and Workforce Development Agency regarding the plaintiff’s intention to file a representative action pursuant to PAGAagainst us seeking penalties on behalf of herself and other similarly situated employees for the same alleged violations of California's wage and hour laws. We are at the preliminary stages of investigating the allegations made in ~~December 2014. We answered~~ the complaint ~~in January 2015, denying all allegations.~~and intend to defend this case vigorously. We ~~engaged in mediation in May 2016, and the parties reached a resolution~~believe that was presented to the court for preliminary approval in September 2016. The court preliminarily approved the settlement in October 2016, and notice of the settlement was issued to class members. Upon completion of the claims process, the court approved the final settlement in February 2017. We concluded this matter with the payment of the final settlement in April 2017. The final settlement amount was not materially different from the amount previously accrued when a loss ~~provision was established.~~

~~On June 10, 2015, we~~is currently not probable or estimable under ASC 450, “Contingencies,” and ~~one of our vendors entered into a settlement arrangement~~no accrual has been made with a plaintiff who filed a copyright infringement lawsuit against the vendor and us related to certain vendor products we sell. The settlement required that the vendor pay $2.0 million to the plaintiff over three years, and we agreed to guarantee such payments in exchange for a security interest in the vendor's intellectual property. As of October 28, 2017, due to updated facts and circumstances, we have accrued

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~~for the remaining maximum exposure loss of $1.4 million relating~~regard to this matter. ~~We will utilize all available rights of offset to reduce our loss, including the enforcement of the security interest we have in the vendor's intellectual property.~~

Note 6: Fair Value Measurements

We determine fair value based on a three-level valuation hierarchy as described below. Fair value is defined as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date. The three-level hierarchy of inputs used to determine fair value is as follows:

•Level 1 – Quoted prices in active markets for identical assets and liabilities.

•Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•Level 3 – Unobservable inputs (i.e. projections, estimates, interpretations, etc.) that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We measure certain financial assets at fair value on a recurring basis, including our marketable securities which are classified as ~~either~~ available-for-sale ~~or held-to-maturity~~ securities, and certain cash equivalents, specifically money market securities, commercial paper, municipal bonds and ~~bonds.~~certificates of deposits. The money market accounts are valued based on quoted market prices in active markets. The available-for-sale marketable securities are valued based on other observable inputs for those securities (including market corroborated pricing or other models that utilize observable inputs such as interest rates and yield curves) based on information provided by independent third party entities.

From time to time, we measure certain assets at fair value on a non-recurring basis, including evaluation of long-lived assets for ~~impairment~~impairments using ~~Company specific~~Company-specific assumptions which would fall within Level 3 of the ~~fair value~~fair-value hierarchy.

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Fair value calculations contain significant judgments and estimates, which may differ from actual results due to, among other things, economic conditions, changes to the business model or changes in operating performance.

During the ~~three~~thirteen and ~~nine months~~thirty-nine week periods ended October ~~28, 2017~~29, 2022 and October ~~29, 2016,~~30, 2021, we did not make any transfers between Level 1 and Level 2 financial assets. Furthermore, as of October ~~28, 2017,~~29, 2022, January ~~28, 2017~~29, 2022 and October ~~29, 2016,~~30, 2021, we did not have any Level 3 financial assets. We conduct reviews on a quarterly basis to verify pricing, assess liquidity and determine if significant inputs have changed that would impact the fair value hierarchy disclosure.

Financial Assets

~~We have~~In accordance with the provisions of ASC 820, Fair Value Measurement, we categorized our financial assets based on the priority of the inputs to the valuation technique for the instruments as follows (in thousands):


	October 29, 2022						January 29, 2022						October 30, 2021
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Cash equivalents (1):
Money market securities	$	62,848	$	—	$	—	$32,764		$	—	$	—	$52,532		$	—	$	—

Commercial paper	$	—	$9,948		$	—	$	—	$4,999		$	—	$	—	$	—	$	—
Marketable securities:
Commercial paper	$	—	$	24,925	$	—	$	—	$	64,233	$	—	$	—	$	64,272	$	—

October 28, 2017 January 28, 2017 October 29, 2016
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Cash equivalents (1):

Money market securities $ 33,960
$ —
$ —
$ 76,177
$ —
$ —
$ 42,008
$ —
$ —
Commercial paper —
—
—
—
4,993
—
—
—
—
Fixed income securities —
—
—
—
—
—
—
2,005
—
Marketable securities:
Commercial paper $ —
$ 59,768
$ —
$ —
$ 44,892
$ —
$ —
$ 54,875
$ —
Fixed income securities —
23,193
—
—
10,031
—
—
7,040
—

(1) Excluding cash.

Impairment of Long-Lived Assets

An impairment is recorded on a long-lived asset used in operations whenever events or changes in circumstances indicate that the net carrying amounts for such asset may not be recoverable. Important factors that could result in an impairment review include, but are not limited to, significant under-performance relative to historical or planned operating results, significant changes in the manner of use of the assets or significant changes in our business strategies. An evaluation is performed using

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estimated undiscounted future cash flows from operating activities compared to the carrying value of related assets for the individual stores. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized for the difference between the carrying value and the estimated fair value of the assets based on the discounted cash flows of the assets using a rate that approximates our weighted average cost of capital. With regard to retail store assets, which are comprised of leasehold improvements, fixtures and computer hardware and software, we consider the assetsOn at each individual retail store to represent an asset group. In addition, we have considered the relevant valuation techniques that could be applied without undue cost and effort and have determined that the discounted estimated future cash flow approach provides the most relevant and reliable means by which to determine fair value in this circumstance.

Onleast a quarterly basis, we assess whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets may not be recoverable. ~~During the nine months ended October 28, 2017, based~~Based on Level 3 inputs of historical operating performance, including sales trends, gross margin rates, current cash flows from operations and the projected outlook for each of our stores, we determined that ~~four of our~~certain stores would not be able to generate sufficient cash flows over the remaining term of the related leases to recover our investment in the respective stores. As a result, we recorded non-recurring, non-cash impairment charges ~~during~~of less than $0.1 million and $0.1 million in the ~~three and nine months~~thirty-nine weeks ended October ~~28, 2017 of approximately $0.4 million~~29, 2022 and ~~$0.8 million,~~October 30, 2021, respectively, to write-down the carrying value of certain long-lived store assets to their estimated fair values.


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
	($ in thousands)

Carrying value of assets with impairment	$	1	$	—	$	14	$	176
Fair value of assets impaired	$	—	$	—	$	—	$	40
Number of stores tested for impairment	8		1		9		12
Number of stores with impairment	1		—		2		1

Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
($ in thousands)
Carrying value of assets with impairment $397 $440 $848 $2,136
Fair value of assets impaired $— $— $— $173
Number of stores tested for impairment 7 9 10 15
Number of stores with impairment 2 2 4 8

Note 7: Share-Based Compensation

The Tilly's, Inc. 2012 Second Amended and Restated Equity and Incentive Plan, as amended in June ~~2014~~2020 (the "2012 Plan"), authorizes up to ~~4,413,900~~6,613,900 shares for issuance of options, shares or rights to acquire our Class A common stock and allows for, among other things, operating income and comparable store sales growth targets as additional performance goals that may be used in connection with performance-based awards granted under the 2012 Plan. As of October ~~28, 2017,~~29, 2022, there were ~~1,754,639~~1,778,595 shares ~~still~~ available for future issuance under the 2012 Plan.

Stock Options

We grant stock options to certain employees that give them the right to acquire our Class A common stock under the 2012 Plan. The exercise price of options granted is equal to the closing price per share of our stock at the date of grant. The ~~nonqualified~~non-qualified options vest at a rate of 25% on each of the first four anniversaries of the grant date provided that the award recipient continues to be employed by us through each of those vesting dates and expire ten years from the date of grant.

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The following table summarizes ~~the~~ stock option activity for the ~~nine months~~thirty-nine weeks ended October ~~28, 2017~~29, 2022 (aggregate intrinsic value in thousands):


	Stock Options	Grant Date Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)	Aggregate Intrinsic Value (1)
Outstanding at January 29, 2022	1,570,211	$	9.02
Granted	522,500	$	9.37
Exercised	(13,500)	$	4.13
Forfeited	(35,500)	$	9.66
Expired	(60,468)	$	14.63
Outstanding at October 29, 2022	1,983,243	$	8.96	7.6	$	2,211
Exercisable at October 29, 2022	759,043	$	9.52	5.9	$	836

Stock
Options

Grant Date
Weighted
Average
Exercise Price

Weighted
Average
Remaining
Contractual
Life (in Years)

Aggregate
Intrinsic
Value (1)
Outstanding at January 28, 2017 1,842,375
$ 9.98

Granted 406,000
$ 8.71

Exercised (38,125 ) $ 7.53

Forfeited (59,000 ) $ 8.92

Expired (17,500 ) $ 14.02

Outstanding at October 28, 2017 2,133,750
$ 9.78
7.2 $ 6,839
Vested and expected to vest at October 28, 2017 2,133,750
$ 9.78
7.2 $ 6,839
Exercisable at October 28, 2017 989,500
$ 12.28
5.5 $ 1,395

~~Table~~(1)Intrinsic value for stock options is defined as the difference between the market price of ~~Contents~~our Class A common stock on the last business day of the fiscal period and the weighted average exercise price of in-the-money stock options outstanding at the end of the fiscal period. The market value per share was $8.85 at October 29, 2022.


~~(1)~~	Intrinsic value for stock options is defined as the difference between the market price of our Class A common stock on the last business day of the fiscal quarter and the weighted average exercise price of in-the-money stock options outstanding at the end of each fiscal period. The market value per share was $12.41 at October 28, 2017.

The stock option awards were measured at fair value on the grant date using the Black-Scholes option valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, expected volatility of our stock over the option’s expected term, the risk-free interest rate over the option’s expected term and our expected annual dividend yield, if any. We account for forfeitures as they occur. We ~~will~~ issue shares of Class A common stock when ~~the options~~stock option awards are exercised.

The fair values of stock options granted during the ~~three~~thirteen and ~~nine months~~thirty-nine weeks ended October ~~28, 2017~~29, 2022 and October ~~29, 2016~~30, 2021 were estimated on the grant date using the following assumptions:


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	October 29, 2022	October 30, 2021	October 29, 2022	October 30, 2021
Weighted average grant-date fair value per option granted	$3.82	$7.96	$4.94	$5.69
Expected option term (1)	5.2 years	5.3 years	5.2 years	5.4 years
Weighted average expected volatility factor (2)	58.6%	59.4%	58.6%	59.9%
Weighted average risk-free interest rate (3)	3.6%	1.0%	2.4%	0.9%
Expected annual dividend yield (4)	—%	—%	—%	—%

Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Weighted average grant-date fair value per option granted * $4.85 $4.02 $3.68
Expected option term (1) * 5.0 years
5.0 years
5.0 years
Weighted average expected volatility factor (2) * 67.3 % 51.4 % 62.7 %
Weighted average risk-free interest rate (3) * 1.2 % 1.9 % 1.3 %
Expected annual dividend yield * — % — % — %
(1)The expected option term of the awards represents the estimated time that options are expected to be outstanding based upon historical option data.

* No(2)Stock volatility for each grant is measured using the historical daily price changes of our common stock ~~options were granted during~~over the ~~three months ended October 28, 2017.~~most recent period equal to the expected option term of the awards.

(3)The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date.


~~(1)~~	We have limited historical information regarding expected option term. Accordingly, we determine the expected option term of the awards using the latest historical data available from comparable public companies and management’s expectation of exercise behavior.


~~(2)~~	Stock volatility for each grant is measured using the weighted average of historical daily price changes of our common stock over the most recent period equal to the expected option term of the awards.


~~(3)~~	~~The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date.~~

(4)We do not currently have a dividend policy.

Restricted Stock Awards

Restricted stock awards ("RSAs") represent restricted shares ~~of our common stock~~ issued upon the date of grant in which the recipient's rights in the stock are restricted until the shares are vested, ~~and~~whereas restricted stock units ("RSUs") represent ~~a commitment to issue~~ shares ~~of our common stock~~issuable in the future upon vesting. Under the 2012 Plan, we ~~may~~ grant RSAs to independent members of our Board of Directors and RSUs to certain employees. RSAs granted to ~~our~~ Board ~~of Directors~~members vest at a rate of 50% on each of the first two anniversaries of the grant date provided that the respective award recipient continues to serve on our Board of Directors through each of those vesting dates. The RSUs granted to certain employees vest at a rate of 25% on each of the first four anniversaries of the grant date provided that the respective recipient continues to be employed by us through each of those vesting dates. We determine the fair value of restricted stock underlying the RSAs and RSUs based upon the closing price of our Class A common stock on the date of grant.

~~A summary~~

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The following table summarizes the status of non-vested ~~restricted stock~~RSAs changes during the ~~nine months~~thirty-nine weeks ended October ~~28, 2017 are presented below:~~29, 2022:


	Restricted Stock	Weighted Average Grant-Date Fair Value
Nonvested at January 29, 2022	45,464	$	10.56
Granted	63,492	$	7.56
Vested	(35,472)	$	9.02
Nonvested at October 29, 2022	73,484	$	8.71

Restricted
Stock

Weighted
Average
Grant-Date
Fair Value
Nonvested at January 28, 2017 166,960
$ 12.12
Granted 23,100
$ 10.39
Vested (74,528 ) $ 11.09
Forfeited (6,000 ) $ 16.07
Nonvested at October 28, 2017 109,532
$ 12.24

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~~Stock-based~~Share-based compensation expense associated with stock options and restricted stock is recognized on a straight-line basis over the ~~vesting~~requisite service period. The following table summarizes ~~stock-based~~share-based compensation expense recorded in the Consolidated Statements of Income (in thousands):


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Cost of goods sold (1)	$	100	$	75	$	280	$	119
Selling, general, and administrative	513		446		1,484		1,298
Total share-based compensation	$	613	$	521	$	1,764	$	1,417

Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Cost of goods sold $ 146
$ 165
$ 447
$ 706
Selling, general and administrative expenses 432
372
1,326
1,289
Stock-based compensation $ 578
$ 537
$ 1,773
$ 1,995
(1)Share-based compensation expense for the thirty-nine weeks ended October 30, 2021 includes forfeiture credits due to the departure of the Company's prior Chief Merchandising Officer effective March 19, 2021.

At October ~~28, 2017,~~29, 2022, there was ~~$4.2~~$4.9 million of total unrecognized ~~stock-based~~share-based compensation expense related to unvested stock options and restricted stock. This cost has a weighted average remaining recognition period of ~~2.3~~2.6 years.

Note 8: ~~Income~~Earnings Per Share

~~Income~~Earnings per share is computed under the provisions of ASC 260, Earnings Per Share. Basic ~~income~~earnings per share is computed based on the weighted average number of shares of common ~~shares~~stock outstanding during the period. Diluted ~~income~~earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common ~~shares~~stock (i.e., in-the-money outstanding stock options as well as RSAs) outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by us to purchase ~~the~~shares of common ~~shares~~stock at the average market price during the period. ~~Potentially dilutive shares of common stock represent outstanding stock options and RSAs.~~

The components of basic and diluted ~~income~~earnings per share ~~are~~were as follows (in thousands, except per share amounts):


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021
Net income	$	5,149	$	20,834	$	9,781	$	52,191
Weighted average basic shares outstanding	29,894		30,915		30,226		30,429
Dilutive effect of in-the-money stock options and RSAs	156		437		202		587
Weighted average shares for diluted earnings per share	30,050		31,352		30,428		31,016
Basic earnings per share of Class A and Class B common stock	$	0.17	$	0.67	$	0.32	$	1.72
Diluted earnings per share of Class A and Class B common stock	$	0.17	$	0.66	$	0.32	$	1.68

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Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Net income $ 8,757
$ 6,417
$ 8,000
$ 5,106
Weighted average basic shares outstanding 28,782
28,482
28,746
28,456
Dilutive effect of stock options and restricted stock 249
45
208
20
Weighted average shares for diluted income per share 29,031
28,527
28,954
28,476
Basic income per share of Class A and Class B common stock $ 0.30
$ 0.23
$ 0.28
$ 0.18
Diluted income per share of Class A and Class B common stock $ 0.30
$ 0.22
$ 0.28
$ 0.18

The following stock options ~~and restricted stock~~ have been excluded from the calculation of diluted ~~income~~earnings per share as the effect of including these stock options ~~and restricted stock~~ would have been anti-dilutive (in thousands):


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	October 29, 2022	October 30, 2021	October 29, 2022	October 30, 2021
Stock options	1,529	677	1,408	800
Restricted stock	10	—	10	20
Total	1,539	677	1,418	820

Note 9: Share Repurchase Program

On March 14, 2022, our Board of Directors authorized a share repurchase program, pursuant to which we are authorized to repurchase up to 2,000,000 shares of our Class A common stock through March 14, 2023, in open market transactions through a broker-dealer at prevailing market prices, in block trades or by any other means in accordance with federal securities laws. During the thirty-nine weeks ended October 29, 2022, we repurchased 1,258,330 shares of our Class A common stock at a weighted average price of $8.63 per share for a total of $10.9 million under the program. At October 29, 2022, the remaining repurchase authorization totaled 741,670 shares.

We are not obligated to repurchase any specific number or amount of shares of Class A common stock pursuant to the program, and we may modify, suspend or discontinue the program at any time. We will determine the timing and amount of repurchased shares, if any, in our discretion based on a variety of factors, such as the market price of our Class A common stock, corporate requirements, general market and economic conditions and applicable legal requirements.

Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Stock options 1,282
1,529
1,291
2,029
Restricted stock 56
102
56
102
Total 1,338
1,631
1,347
2,131

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of our operations should be read together with the financial statements and related notes of Tilly’s, Inc. included in Part III Item 1 of this Quarterly Report on Form 10-Q (this "Report") and with our audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended January ~~28, 2017.~~29, 2022. As used in this ~~Quarterly~~ Report, ~~on Form 10-Q,~~ except where the context otherwise requires or where otherwise indicated, the terms ~~“company”~~“the Company”, “World of Jeans & Tops”, “we”, “our”, “us”, "Tillys" and “Tilly’s” refer to Tilly’s, Inc. and its subsidiary.

~~Cautionary Statement Regarding Forward-Looking Statements~~

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “project”, “seek”, “should”, “target”, “will”, “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. These forward-looking statements are subject to numerous risks and uncertainties, including the risks and uncertainties described under the section titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 28, 2017, those identified in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q, and in other filings we may make with the Securities and Exchange Commission from time to time. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement. We qualify all of our forward-looking statements by these cautionary statements.

Overview

Tillys is a destination specialty retailer of casual apparel, footwear, accessories and ~~accessories~~hardgoods for ~~young~~ men, ~~young~~ women, boys and girls. We ~~offer~~believe we bring together an ~~extensive assortment~~unparalleled selection of iconic global, emerging, and proprietary brands rooted in an active and ~~social~~outdoor lifestyle. The Tillys ~~started operations~~concept began in 1982, when our co-founders, Hezy Shaked and Tilly Levine, opened our first store in Orange County, California. As of October ~~28, 2017,~~29, 2022, we operated ~~220~~247 stores in 33 states, averaging ~~7,600~~approximately 7,286 square feet ~~in 31 states.~~per store, compared to 243 total stores last year at this time. We also sell our products through our e-commerce website, www.tillys.com.

Known or Anticipated Trends

Economic and Operational Trends

Economic and Operational Impacts of the COVID-19 Pandemic. The economic impacts resulting from the COVID-19 pandemic (the "pandemic") have had, and may continue to have, a material effect on our business, financial condition and results of operations, as well as on the market generally. We may experience adverse impacts in the future, particularly related to broader economic conditions that result in significant part from pandemic-related factors. Further, we believe our operating results for fiscal 2021 were significantly aided by the considerable pent-up consumer demand exiting 2020 pandemic restrictions and the impact of federal stimulus payments. Additionally, the factors noted below have had, and are expected to continue to have, an adverse impact on our operating results during fiscal 2022. As a result, we expect our fiscal 2022 fourth quarter operating results will remain below fiscal 2021 levels. In addition to the economic impacts on us, the pandemic has had, and may continue to have, far-reaching impacts on many aspects of our operations, directly and indirectly, including on consumer behavior, store traffic, inventory and expense management, and management of our workforce.

Inflationary Cost Pressures. As of the date of this filing, the macro-economic environment arising out of the pandemic, supply chain disruptions and certain geo-political matters have resulted in significant price increases for the merchandise we purchase for sale to our customers as well as for gasoline, food and other consumables across the economy. We believe that these price increases have had, and will likely continue to have, a negative impact on consumer behavior and, by extension, our results of operations and financial condition during fiscal 2022.

Supply Chain Disruptions. We source a significant portion of our merchandise assortment from third parties who manufacture their products in countries that have experienced widespread issues with the pandemic and resulting macro-economic environment, thereby significantly impacting the global supply chain for merchandise inventories. These issues have resulted in, and are continuing to result in, shipping delays and increased shipping costs throughout the retail industry, ~~has experienced~~including for us, which negatively affects both our ability to meet our customers' expectations timely and our results of operations. As a general downward trend in customer traffic to physical stores for an extended period of time. Conversely, online shopping has generally increased and resulted in sustained online sales growth. We believe these market trends will continue, despite the improvement in store traffic thatresult, we have ~~experienced during~~had to continuously adjust our merchandise planning, allocation and pricing strategies from historical practices, among other impacts, especially in anticipation of this year's holiday season.

Labor Challenges and Wage Inflation.The pandemic and the ~~first nine months~~resulting factors above have also created challenges related to the availability of sufficient labor from time to time, and have caused a significant increase in the competition for labor among consumer facing companies. This competition for labor has driven significant increases in wages beyond government-mandated increases in minimum wages in order to compete for sufficient labor availability and/or to prevent the loss of existing workforce in our stores, distribution centers and corporate offices. We expect these pressures to continue through the end of fiscal ~~2017. There can be no guarantee that our recent improvement in store traffic will continue given the broader industry trends.~~2022.

WePreliminary Fiscal 2023 New Store Openings and Capital Expenditure Plans

During fiscal 2023, we currently expect to open two new stores and close three existing stores during the fourth quarter of fiscal 2017. We will continue to focus our efforts on improving our existing stores, and expanding our online/digital capabilities through omni-channel initiatives designed to provide a seamless shopping experience for our customers, whether in-store or online.

~~During fiscal 2018, we plan to open 10~~up to 15 new stores ~~as well as a limited number of RSQ-branded "pop-up" stores. We will leverage~~within existing markets, ~~where~~primarily in California, Texas and the Northeast, assuming we are able to negotiate what we believe to be acceptable lease economics. We expect our ~~brand recognition can be enhanced with~~total capital expenditures for fiscal 2023 not to exceed $25 million, inclusive of our new ~~stores that are planned~~store plans and upgrades to ~~drive additional improvement to our operating income.~~certain distribution and information technology infrastructure systems.

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How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key indicators of the financial condition and operating performance of our business are net sales, comparable store sales, gross profit, selling, general and administrative ("SG&A") expenses and operating income.

~~Table of Contents~~

Net Sales

Net sales reflect revenue from the sale of our merchandise at store locations ~~as well as~~and through e-commerce, net of sales ~~of merchandise through our e-commerce platform, which is~~taxes. Store sales are reflected in sales when the merchandise is received by the customer. For e-commerce sales, we recognize revenue, and the related cost of goods sold at the time the merchandise is shipped to the customer. Net sales also include shipping and handling fees for e-commerce shipments that have been ~~delivered~~shipped to the customer. Net sales are net of returns on sales during the period as well as an estimate of returns expected in the future stemming from current period sales. ~~Net sales~~We recognize revenue from gift cards as they are ~~adjusted~~redeemed for ~~the~~merchandise. Prior to redemption, we maintain a current liability for unredeemed ~~awards~~gift card balances. Our gift cards do not have expiration dates and ~~accumulated partial points~~in most cases there is no legal obligation to remit unredeemed gift cards to relevant jurisdictions. Based on ~~our customer loyalty program. Revenue from the sale~~actual historical redemption patterns, we determined that a small percentage of gift cards ~~is deferred and not included in net sales until the gift cards~~ are ~~used~~unlikely to ~~purchase merchandise. However, over time, the redemption of some gift cards becomes remote (referred~~be redeemed (which we refer to as ~~"gift~~gift card ~~breakage"~~“breakage”). ~~Revenue from estimated~~Based on our historical gift card breakage ~~is also included~~rate, we recognize breakage revenue over the redemption period in ~~net sales.~~proportion to actual gift card redemptions.

Our business is seasonal and as a result our revenues fluctuate from quarter to quarter. In addition, our revenues in any given quarter can be affected by a number of factors including the timing of holidays and weather patterns. The third and fourth quarters of the fiscal year, which include the back-to-school and holiday sales seasons, have historically produced stronger sales and disproportionately stronger operating results than have the first two quarters of the fiscal year.

Comparable Store Net Sales

Comparable store net sales is a measure that indicates the change in year-over-year comparable store net sales which allows us to evaluate how our store base (including our e-commerce platform) is performing. Numerous factors affect our comparable store sales, including:

•overall economic trends;

•our ability to attract traffic to our stores and ~~e-commerce~~online platform;

•our ability to identify and respond effectively to consumer preferences and fashion trends;

•competition;

•the timing of our releases of new and seasonal styles;

•changes in our product mix;

•pricing;

•the level of customer service that we provide in ~~stores and through our e-commerce platform;~~stores;

•our ability to source and distribute products efficiently;

•calendar shifts of holiday or seasonal periods;

•the number and timing of store openings and the relative proportion of new stores to mature stores; and

•the timing and success of promotional and advertising efforts.

~~Comparable~~Our comparable store sales are defined as sales from our e-commerce platform and stores open ~~at least 12 full~~on a daily basis compared to the same respective fiscal ~~months as~~dates of the ~~end of the current reporting period.~~prior year. A remodeled, relocated or refreshed store is included in comparable store sales, both during and after construction, if the square footage of the store used to sell merchandise was not changed by more than 20% ~~and the store was not closed for more than five days~~ in any fiscal month. We include sales from our e-commerce platform as part of comparable store sales as we manage and analyze our business on a single omni-channel basis and have substantially integrated our investments and operations for our stores and e-commerce platform to give our customers seamless access and increased ease of shopping. Comparable store sales exclude gift card breakage income and e-commerce shipping and handling fee revenue. Some of our competitors and other retailers may calculate comparable or “same store” sales differently than we do. As a result, data in this ~~report~~Report regarding our comparable store sales may not be comparable to similar data made available by other retailers.

~~Table of Contents~~

Gross Profit

Gross profit is equal to our net sales less our cost of goods sold. Cost of goods sold reflects the direct cost of purchased merchandise as well as buying, distribution, and occupancy costs. Buying costs include compensation and benefit expense for our internal buying organization. Distribution costs include costs for receiving, processing and warehousing our store merchandise and shipping of merchandise to or from our distribution and e-commerce fulfillment centers and to our e-commerce customers and between store locations. Occupancy costs include the rent, common area maintenance, utilities, property taxes, security and depreciation costs of all store locations. These costs are significant and can be expected to continue to increase as our company grows. The components of our reported cost of goods sold may not be comparable to those of other retail companies.

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We regularly analyze the components of gross profit as well as gross profit as a percentage of net sales. Specifically we look at the initial markup on purchases, markdowns and reserves, shrinkage, buying costs, distribution costs and occupancy costs. Any inability to obtain acceptable levels of initial markups, a significant increase in our use of markdowns or a significant increase in inventory shrinkage or inability to generate sufficient sales leverage on the buying, distribution, and occupancy components of cost of goods sold could have an adverse impact on our gross profit and results of operations.

Gross profit is also impacted by shifts in the proportion of sales of proprietary branded products compared to third-party branded products, as well as by sales mix shifts within and between brands and between major product departments such as ~~'young~~young men's and women's ~~apparel',~~apparel, footwear or accessories. A substantial shift in the mix of products could have a material impact on our results of operations. In addition, gross profit and gross profit as a percent of sales have historically been higher in the third and fourth quarters of the fiscal year, as these periods include the back-to-school and winter holiday selling seasons. ~~In those periods,~~This reflects that various costs, ~~such as~~including occupancy costs, generally do not increase in proportion to the seasonal sales increase.

Selling, General and Administrative Expenses

Our selling, general and administrative, or SG&A, expenses are ~~composed~~comprised of store selling expenses and corporate-level general and administrative expenses. Store selling expenses include store and regional support costs, including personnel, advertising and debit and credit card processing costs, e-commerce receiving and processing costs and store supplies costs. General and administrative expenses include the payroll and support costs of corporate functions such as executive management, legal, accounting, information systems, human resources, impairment charges and other centralized services. Store selling expenses generally vary proportionately with net sales and store growth. In contrast, general and administrative expenses are generally not directly proportional to net sales and store growth but will be expected to increase over time to support the needs of our growing company. SG&A expenses as a percentage of net sales are usually higher in ~~lower volume~~lower-volume periods and lower in ~~higher volume~~higher-volume periods.

Operating Income

Operating income equals gross profit less SG&A expenses. Operating income excludes interest income, interest expense and income taxes. Operating income percentage measures operating income as a percentage of our net sales.

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Results of Operations

The following tables summarize key components of our unaudited results of operations for the periods indicated, both in dollars (in thousands) and as a percentage of our net ~~sales.~~

Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016

Statements of Operations Data:
Net sales $ 152,824
$ 152,106

$ 412,581

$ 408,736
Cost of goods sold 102,730
104,137

288,653

289,343
Gross profit 50,094
47,969

123,928

119,393
Selling, general and administrative expenses 35,982
37,302

111,384

110,460
Operating income 14,112
10,667

12,544

8,933
Other income, net 375
103

810

270
Income before income taxes 14,487
10,770

13,354

9,203
Income tax expense 5,730
4,353

5,354

4,097
Net income $ 8,757
$ 6,417

$ 8,000

$ 5,106

Percentage of Net Sales:
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold 67.2 % 68.5 % 70.0 % 70.8 %
Gross profit 32.8 % 31.5 % 30.0 % 29.2 %
Selling, general and administrative expenses 23.5 % 24.5 % 27.0 % 27.0 %
Operating income 9.2 % 7.0 % 3.0 % 2.2 %
Other income, net 0.2 % 0.1 % 0.2 % 0.1 %
Income before income taxes 9.5 % 7.1 % 3.2 % 2.3 %
Income tax expense 3.7 % 2.9 % 1.3 % 1.0 %
Net income 5.7 % 4.2 % 1.9 % 1.2 %
sales:


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	October 29, 2022			October 30, 2021			October 29, 2022			October 30, 2021
Statements of Income Data:
Net sales	$	177,847		$	206,096		$	491,930		$	571,205
Cost of goods sold	122,346			128,612			338,870			362,751
Rent expense, related party	918			745			2,680			2,149
Total cost of goods sold	123,264			129,357			341,550			364,900
Gross profit	54,583			76,739			150,380			206,305
Selling, general and administrative expenses	48,134			47,609			137,405			135,607
Rent expense, related party	134			133			400			400
Total selling, general and administrative expenses	48,268			47,742			137,805			136,007
Operating income	6,315			28,997			12,575			70,298
Other income (expense), net	675			(1)			862			(219)
Income before income taxes	6,990			28,996			13,437			70,079
Income tax expense	1,841			8,162			3,656			17,888
Net income	$	5,149		$	20,834		$	9,781		$	52,191

Percentage of Net Sales:
Net sales	100.0		%	100.0		%	100.0		%	100.0		%
Cost of goods sold	68.8		%	62.4		%	68.9		%	63.5		%
Rent expense, related party	0.5		%	0.4		%	0.5		%	0.4		%
Total cost of goods sold	69.3		%	62.8		%	69.4		%	63.9		%
Gross profit	30.7		%	37.2		%	30.6		%	36.1		%
Selling, general and administrative expenses	27.1		%	23.1		%	27.9		%	23.7		%
Rent expense, related party	0.1		%	0.1		%	0.1		%	0.1		%
Total selling, general and administrative expenses	27.1		%	23.2		%	28.0		%	23.8		%
Operating income	3.6		%	14.1		%	2.6		%	12.3		%
Other income (expense), net	0.4		%	0.0		%	0.2		%	0.0		%
Income before income taxes	3.9		%	14.1		%	2.7		%	12.3		%
Income tax expense	1.0		%	4.0		%	0.7		%	3.1		%
Net income	2.9		%	10.1		%	2.0		%	9.1		%

The following table presents store operating data for the periods indicated:


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	October 29, 2022			October 30, 2021			October 29, 2022			October 30, 2021
Operating Data:
Stores operating at end of period	247			243			247			243
Comparable store net sales change (1)	(14.9)		%	31.3		%	(14.9)		%	18.2		%
Total square feet at end of period (in '000s)	1,800			1,781			1,800			1,781
Average net sales per physical store (in '000s) (2)	$	578		$	678		$	1,635		$	1,892
Average net sales per square foot (2)	$	79		$	93		$	224		$	258
E-commerce net sales (in '000s) (3)	$	36,308		$	40,841		$	95,821		$	113,648
E-commerce net sales as a percentage of net sales	20.4		%	19.8		%	19.5		%	19.9		%

Three Months Ended Nine Months Ended
October 28,
2017 October 29,
2016 October 28,
2017 October 29,
2016
Operating Data:
Stores operating at end of period 220
225
220
225
Comparable store sales change (1)
1.5 % 4.4 % 1.5 % 0.7 %
Total square feet at end of period (in thousands) 1,681
1,716
1,681
1,716
Average net sales per brick-and-mortar store (in thousands) (2)
$ 606
$ 594
$ 1,625
$ 1,595
Average net sales per square foot (2)
$ 79
$ 78
$ 213
$ 210
E-commerce revenues (in thousands) (3)
$ 18,996
$ 18,408
$ 52,101
$ 49,934
E-commerce revenues as a percentage of net sales 12.4 % 12.1 % 12.6 % 12.2 %

~~(1)~~

Comparable store sales are net sales from stores that have been open at least 12 full fiscal months as of the end of the current reporting period. A remodeled or relocated store is included in comparable store sales, both during and after construction, if the square footage of the store was not changed by more than 20% and the store was not closed for more than five days in any fiscal month. Comparable store sales include sales through our e-commerce platform but exclude gift card breakage income, deferred revenue on loyalty program and e-commerce shipping and handling fee revenue.


~~(2)~~	~~E-commerce sales, e-commerce shipping and handling fee revenue and gift card breakage are excluded from net sales in deriving average net sales per brick-and-mortar store.~~


~~(3)~~	~~E-commerce revenues include e-commerce sales and e-commerce shipping fee revenue.~~

(1)Our comparable store net sales are defined as sales from our e-commerce platform and stores open on a daily basis compared to the same respective fiscal dates of the prior year. A remodeled or relocated store is included in comparable store net sales, both during and after construction, if the square footage of the store used to sell merchandise was not changed by more than 20% in any fiscal month. We include sales from our e-commerce platform as part of our comparable store net sales as we manage and analyze our business on an omni-channel basis and have substantially integrated our investments and

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operations for our stores and e-commerce platform to give our customers seamless access and increased ease of shopping. Comparable store net sales exclude gift card breakage income, and e-commerce shipping and handling fee revenue.

(2)The number of stores and the amount of square footage reflect the number of days during the period that stores were open. E-commerce sales, e-commerce shipping and handling fee revenue and gift card breakage income are excluded from net sales in deriving average net sales per retail store and average net sales per square foot.

(3)E-commerce net sales include e-commerce sales and e-commerce shipping and handling fee revenue.

Third Quarter (13 Weeks) Ended October ~~28, 2017~~29, 2022 Compared to Third Quarter (13 Weeks) Ended October ~~29, 2016~~

30, 2021

Net Sales

Total net sales were $177.8 million, a decrease of $28.2 million, or 13.7%, compared to $206.1 million last year, primarily due to the impacts of last year's pent-up consumer demand and stimulus payments resulting from the pandemic.

•Net sales from physical stores were ~~$152.8~~$141.5 million, ina decrease of $23.7 million or 14.4%, compared to $165.3 million last year. Net sales from physical stores represented 79.6% of total net sales compared to 80.2% of total net sales last year. We ended the third quarter ~~of fiscal 2017~~with 247 total stores compared to ~~$152.1 million in~~243 total stores at the end of the third quarter last year.

•Net sales from e-commerce were $36.3 million, a decrease of ~~fiscal 2016, an increase of $0.7~~$4.5 million or ~~0.5%.~~

~~The increases in~~11.1%, compared to $40.8 million last year. E-commerce net sales ~~were attributed to an increase in comparable store sales~~represented 20.4% of ~~1.5%, driven by an increase in store traffic and e-commerce growth as compared to the third quarter of fiscal 2016. E-commerce revenues represented 12.4% of our~~ total net sales ~~or $19.0 million, in the third quarter of fiscal 2017 as~~ compared to ~~12.1%, or $18.4 million, in the third quarter~~19.8% of ~~fiscal 2016. Our comparable store~~total net sales ~~growth was characterized by strength in our branded mens and boys merchandise assortments, partially offset by fashion weakness in our girls' assortment.~~last year.

Gross Profit

Gross profit was ~~$50.1 million in the third quarter of fiscal 2017 compared to $48.0 million in the third quarter of fiscal 2016, an increase of $2.1~~$54.6 million, or ~~4.4%. Gross margin, or gross profit as a percentage~~30.7% of net sales, ~~was 32.8%~~compared to $76.7 million, or 37.2% of net sales, last year. Buying, distribution and occupancy costs deleveraged by 360 basis points collectively due to carrying these costs against a significantly lower level of net sales this year. Product margins declined by 300 basis points primarily due to an increased markdown rate compared to last year, during ~~the third quarter of fiscal 2017 and 31.5% during the third quarter of fiscal 2016. The comparable changes in gross margin were as follows:~~



%	~~Attributable to~~
~~1.0%~~	~~Decrease in buying, distribution and occupancy costs of $1.3 million~~
~~0.3%~~	~~Increase in product margins primarily due to lower markdowns as a result of more efficient inventory management~~
~~1.3%~~	~~Total~~

which we experienced record full price selling with an abnormally low markdown rate.

Selling, General and Administrative Expenses

SG&A expenses were ~~$36.0 million in the third quarter of fiscal 2017 compared to $37.3 million in the third quarter of fiscal 2016, a decrease of $1.3~~$48.3 million or ~~3.5%. As a percentage~~27.1% of net sales, ~~SG&A expenses were 23.5% for the third quarter of fiscal 2017~~ compared to ~~24.5% during the third quarter~~$47.7 million, or 23.2% of ~~fiscal 2016.~~net sales, last year. The primary components of the SG&A ~~decrease,~~variances, both in terms of percentage of net sales and total dollars, were as follows:

% $ millions Attributable to
(0.6)% $(0.9) Decrease in marketing spend
(0.3)% (0.4) Decrease in corporate payroll and benefits
(0.1)% — Decrease in all other SG&A expenses as a percentage of sales
(1.0)% $(1.3) Total


%	$ millions	Primarily Attributable to
2.1%	$0.6	Increase in store payroll and related benefits as a result of having four net additional stores along with higher hourly wage rates.
0.7%	0.5	Increase in corporate payroll primarily due to wage inflation.
(0.9)%	(1.8)	Decrease in corporate bonus expense due to lack of a bonus accrual in fiscal 2022.
0.1%	(0.6)	Decrease in marketing expenses.



2.0%	1.8	Net change in all other SG&A expenses.
4.0%	$0.5	Total

Operating Income

Operating income was ~~$14.1~~$6.3 million, or ~~9.2%~~3.6% of net sales, ~~in the third quarter of fiscal 2017~~ compared to ~~$10.7~~$29.0 million, or ~~7.0%~~14.1% of net sales, ~~for the third quarter of fiscal 2016.~~last year.

Income Tax Expense

Income tax expense was ~~$5.7~~$1.8 million, or 26.3% of pre-tax income, compared to $8.2 million, or 28.1% of pre-tax income, last year. The decrease in the ~~third quarter~~effective income tax rate was primarily due to the discrete tax effects of fiscal 2017 compared to $4.4 million in the third quarter of fiscal 2016. Our effective tax rates were 39.6% and 40.4% for third quarter of fiscal 2017 and third quarter of fiscal 2016, respectively.stock-based compensation.

Net Income and Income Per Diluted Share

Net income was ~~$8.8~~$5.1 million, ~~for the third quarter of fiscal 2017~~or $0.17 per diluted share, compared to ~~$6.4~~$20.8 million, ~~for the third quarter~~or $0.66 per diluted share, last year.

Table of ~~fiscal 2016, representing an increase~~Contents

Thirty-Nine Weeks Ended October 29, 2022 Compared to Thirty-Nine Weeks Ended October 30, 2021

Net Sales

Total net sales were $491.9 million, a decrease of ~~$2.3~~$79.3 million or 13.9%, compared to $571.2 million last year, primarily due to the ~~factors discussed above. Diluted income per share was $0.30 for~~impacts of last year's pent-up consumer demand and stimulus impacts resulting from the ~~third quarter~~pandemic.

•Net sales from physical stores were $396.1 million, a decrease of ~~fiscal 2017~~$61.4 million or 13.4%, compared to ~~diluted income per share of $0.22 for the third quarter of fiscal 2016.~~

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~~Nine Months Ended October 28, 2017 Compared to Nine Months Ended October 29, 2016~~

~~Net Sales~~

$457.6 million last year. Net sales ~~were $412.6 million in the first nine months~~from stores represented 80.5% of ~~fiscal 2017 compared to $408.7 million in the first nine months of fiscal 2016, an increase of $3.8 million, or 0.9%.~~

The increases in net sales were attributed to an increase in comparable store sales of 1.5%, driven by an increase in store traffic and e-commerce growth as compared to the first nine months of fiscal 2016. E-commerce revenues represented 12.6% of our total net sales ~~or $52.1 million, in the first nine months of fiscal 2017 as~~ compared to ~~12.2%~~80.1% of total net sales last year.

•Net sales from e-commerce were $95.8 million, a decrease of $17.8 million or 15.7%, ~~or $49.9~~compared to $113.6 million ~~in the first nine months~~last year. E-commerce net sales represented 19.5% of ~~fiscal 2016. Our comparable store~~total net sales ~~growth was characterized by strength in our branded mens and boys merchandise assortments, partially offset by modest decreases in our womens, girls, footwear and accessories departments.~~compared to 19.9% of total net sales last year.

Gross Profit

Gross profit was ~~$123.9 million in the first nine months of fiscal 2017 compared to $119.4 million in first nine months of fiscal 2016, an increase of $4.5~~$150.4 million, or ~~3.8%. Gross margin, or gross profit as a percentage~~30.6% of net sales, ~~was 30.0%~~compared to $206.3 million, or 36.1% of net sales, last year. Buying, distribution, and ~~29.2%~~occupancy costs deleveraged by 300 basis points collectively despite being $0.9 million lower than last year due to carrying these costs against a significantly lower level of net sales this year. Product margins declined by 250 basis points primarily due to an increased markdown rate compared to last year, during ~~the first nine months of fiscal 2017 and fiscal 2016, respectively. The comparable changes in gross margin were as follows:~~



%	~~Attributable to~~
~~0.7%~~	~~Decrease in buying, distribution and occupancy costs of $2.1 million~~
~~0.1%~~	~~Increase in product margins primarily due to lower markdowns as a result of more efficient inventory management~~
~~0.8%~~	~~Total~~

which we experienced record full price selling with an abnormally low markdown rate.

Selling, General and Administrative Expenses

SG&A expenses were ~~$111.4 million in the first nine months of fiscal 2017 compared to $110.5 million in the first nine months of fiscal 2016, an increase of $0.9~~$137.8 million or ~~0.8%. As a percentage~~28.0% of net sales, ~~SG&A expenses were 27.0% during the first nine months~~compared to $136.0 million, or 23.8% of ~~fiscal 2017 and fiscal 2016.The~~net sales, last year. The primary components of the SG&A ~~increase,~~variances, both in terms of percentage of net sales and total dollars, were as follows:

% $ millions Attributable to
1.2% $5.1 Net increase in year over year legal provisions
0.4% 1.6
Increase in expenses associated with several information technology system implementations

(0.9)% (3.4) Decrease in marketing spend
(0.3)% (1.1) Decrease in non-cash store asset impairment charges
(0.3)% (1.0) Decrease in corporate payroll and benefits
(0.1)% (0.3) Decrease in all other SG&A expenses
—% $0.9 Total


%	$ millions	Primarily Attributable to
2.4%	$3.1	Increase in store payroll and related benefits as a result of having four net additional stores along with higher hourly wage rates.
0.3%	1.7	Credit from the reversal of a disputed California sales tax assessment in last year's first quarter.
0.3%	1.0	Increase in software as a service costs.
(1.1)%	(6.1)	Decrease in corporate bonus expense due to lack of a bonus accrual in fiscal 2022.
0.2%	(1.0)	Decrease in e-commerce marketing expense.
2.1%	3.1	Net change in all other SG&A expenses.
4.2%	$1.8	Total

Operating Income

Operating income was ~~$12.5~~$12.6 million, or ~~3.0%~~2.6% of net sales, ~~for the first nine months of fiscal 2017~~ compared to ~~$8.9~~$70.3 million, or ~~2.2%~~12.3% of net sales, ~~for the first nine months of fiscal 2016.~~last year.

Income Tax Expense

Income tax expense was ~~$5.4~~$3.7 million, or ~~40.1%~~27.2% of pre-tax income, ~~before taxes, for the first nine months of fiscal 2017~~ compared to ~~$4.1~~$17.9 million, or ~~44.5%~~25.5% of pre-tax income, ~~before taxes, for~~last year. The increase in the ~~first nine months of fiscal 2016. The decrease in our~~ effective income tax rate ~~for the first nine months of fiscal 2017~~ was primarily due to ~~fewer~~the discrete ~~items related to the expiration~~tax effects of ~~stock options, exercises of stock options and settlement of restricted stock during the first nine months of fiscal 2017.~~stock-based compensation.

Net Income and Income Per Diluted Share

Net income was ~~$8.0~~$9.8 million, ~~for the first nine months of fiscal 2017~~or $0.32 per diluted share, compared to ~~$5.1~~$52.2 million, ~~for the first nine months of fiscal 2016, due to the factors discussed above. Basic and~~or $1.68 per diluted ~~income per~~ share, ~~was $0.28 for the first nine months of fiscal 2017 compared to $0.18 for the first nine months of fiscal 2016.~~

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last year.

Liquidity and Capital Resources

Our business relies on cash flows from operating activities as well as cash on hand as our primary sources of liquidity. We currently expect to finance company operations, store growth and remodels and all of our planned capital expenditures with existing cash on hand, marketable securities and cash flows from operations.

~~Our primary~~In addition to cash ~~needs~~and cash equivalents and marketable securities, the most significant components of our working capital are ~~for~~ merchandise inventories, ~~payroll, store rent~~accounts payable and ~~capital expenditures.~~accrued expenses. We ~~have historically provided for these needs~~believe that cash flows from ~~internally generated cash flows. In addition, we have access to additional liquidity through a $25.0 million revolving credit facility with Wells Fargo Bank, NA. We expect to continue to finance~~operating activities, our ~~operations from~~ cash and marketable securities on hand, ~~as well as~~and credit facility availability will be sufficient to cover our working capital requirements and anticipated capital expenditures for the next 12 months from the filing of this Report. If cash flows from operations ~~without borrowing under~~are not sufficient or available to meet our ~~revolving credit facility over~~capital requirements, then we will be required to obtain additional equity or debt financing in the ~~next twelve months.~~future. There can be no assurance that equity or debt financing will be available to us when we need it or, if available, that the terms will be satisfactory to us and not dilutive to our stockholders.

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Working Capital

Working capital at October ~~28, 2017,~~29, 2022, was ~~$118.1~~$90.0 million compared to ~~$129.8~~$91.8 million at January ~~28, 2017,~~29, 2022, a decrease of ~~$11.7~~$1.8 million. The primary changes in our working capital during the first ~~nine months~~three quarters of fiscal ~~2017~~2022 were as follows:



$ millions			Description
$~~129.8~~91.8			Working capital at January ~~28, 2017~~29, 2022
~~(12.0)~~(22.6)			Decrease in cash, cash equivalents, and marketable securities primarily due to ~~the~~lower net income and payment of ~~a $20.1 million special dividend in February 2017~~fiscal 2021 corporate bonus.
~~0.3~~(10.9)			~~Net increase from changes in all other current assets and liabilities~~Repurchase of shares under our share repurchase program.
~~$118.1~~13.9			Increase in merchandise inventories, net of accounts payable.
7.3			Increase primarily due to a decrease in accrued compensation and benefits, including payment of fiscal 2021 corporate bonus.
4.6			Increase in receivables, primarily due to timing of credit and debit card receivables.
3.2			Increase primarily due to a decrease in gift card liability.
1.8			Increase primarily due to a decrease in accrued expenses.
0.9			Other net increases.
$90.0			Working capital at October ~~28, 2017~~29, 2022

Cash Flow Analysis

A summary of operating, investing and financing activities for the thirty-nine weeks ended October 29, 2022 compared to the thirty-nine weeks ended October 30, 2021 is shown in the following table (in thousands):

Nine Months Ended
October 28,
2017 October 29,
2016
Net cash provided by operating activities $ 17,685
$ 19,589
Net cash used in investing activities (37,194 ) (26,513 )
Net cash used in financing activities (20,573 ) (714 )
Net decrease in cash and cash equivalents $ (40,082 ) $ (7,638 )


	Thirty-Nine Weeks Ended
	October 29, 2022		October 30, 2021
Net cash (used in) provided by operating activities	$	(11,082)	$	46,850
Net cash provided by (used in) investing activities	55,513		(42,061)
Net cash used in financing activities	(10,846)		(21,581)
Net change in cash and cash equivalents	$	33,585	$	(16,792)

Net Cash (Used in) Provided Byby Operating Activities

Operating activities consist primarily of net income adjusted for non-cash items that include depreciation, asset impairment write-downs, deferred income taxes and share-based ~~compensation~~ expense, plus the effect on cash of changes during the ~~year~~period in our assets and liabilities.

Net cash ~~flows provided by~~used in operating activities ~~were $17.7~~was $11.1 million ~~during the first nine months of fiscal 2017~~this year compared to ~~$19.6~~net cash provided of $46.9 million ~~in the first nine months of fiscal 2016.~~last year. The ~~$1.9~~$57.9 million decrease in cash provided by operating activities was primarily due to lower net sales in fiscal 2022 compared to record net sales in fiscal 2021. The net sales decline was primarily due to the ~~timing~~impacts of ~~vendor payments.~~

pent-up customer demand following the winding down of the 2020 pandemic restrictions and the pandemic-related federal stimulus payments on fiscal 2021 operations, coupled with the negative impact of a highly inflationary consumer environment in fiscal 2022.

Net Cash ~~Used In~~Provided by (Used In) Investing Activities

Cash flows from investing activities consist primarily of capital expenditures and maturities and purchases of marketable securities.

Net cash ~~used in~~provided by investing activities was ~~$37.2~~$55.5 million ~~during the first nine months of fiscal 2017~~this year compared to ~~$26.5~~$42.1 million ~~during the first nine months of fiscal 2016.~~in net cash used last year. Net cash ~~used in~~provided by investing activities in the first ~~nine months~~three quarters of fiscal ~~2017~~2022 consisted of ~~capital expenditures totaling $9.7~~maturities of marketable securities of $117.2 million, ~~and~~partially offset by the purchases of marketable securities of ~~$112.6~~$49.8 million ~~partially offset by proceeds from the maturities of marketable securities of $85.1~~and capital expenditures totaling $11.9 million. Net cash used in investing activities during the first ~~nine months~~three quarters of fiscal ~~2016 primarily~~2021 consisted of ~~capital expenditures totaling $14.8 million and~~ purchases of marketable securities of ~~$81.8~~$126.4 million and capital expenditures totaling $10.9 million, partially offset by ~~proceeds from~~ the maturities of marketable securities of ~~$70.0~~$95.2 million.

Net Cash Used in Financing Activities

~~Cash flows used in financing~~Financing activities primarily consist ~~primarily~~ of cash dividend payments, ~~payments on~~borrowings and repayments of our ~~capital lease obligation~~line of credit, taxes paid in lieu of shares issued for share based compensation, share repurchases and proceeds from employee exercises of stock options.

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Net cash used in financing activities was ~~$20.6~~$10.8 million ~~during the first nine months of fiscal 2017~~this year compared to ~~$0.7~~net cash used of $21.6 million ~~during the first nine months of fiscal 2016.~~last year. Financing activities in the first ~~nine months~~three quarters of fiscal ~~2017 primarily~~2022 consisted of cash used to repurchase shares of our common stock of

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$10.9 million, partially offset by proceeds from the exercise of stock options of $56 thousand. Financing activities in the first three quarters of fiscal 2021 consisted of dividends paid of ~~$20.1~~$30.7 million, ~~and cash payments on our capital lease obligation~~partially offset by proceeds from the exercise of ~~$0.7 million. Financing activities in the first nine months~~stock options of ~~fiscal 2016 primarily consisted of cash payments on our capital lease obligation of $0.6~~$9.1 million.

Credit Agreement

~~Line of~~New Credit Agreement

~~Our amended and restated~~On January 20, 2022, we entered into a senior secured credit agreement (the "Credit Agreement") and revolving line of credit note (the "Note") with Wells Fargo Bank, ~~N.A.~~National Association (the ~~"Bank"~~“Bank”). The Credit Agreement provides for a senior secured revolving credit facility (“Revolving Facility”) of up to $25.0 million (“Revolving Commitment”) consisting of revolving line of credit with a maturity date of June 26, 2020. The interest rate charged on borrowings is selected at our discretion at the time of draw between the London Interbank Offered Rate, plus 0.75%, or at the Bank’s prime rate. The agreement allows for the declaration and payment of dividends or distributions to stockholders. On January 31, 2017, our Board of Directors declared a special cash dividend of $0.70 per share to all holders of record of issued and outstanding shares of both Class A and Class B common stock as of the close of business on February 15, 2017. Payment of the dividend was made on February 24, 2017. The line of credit is secured by substantially all of our assets. As a sub-feature under the credit agreement, the Bank may also issue stand-by and/or commercialloans, letters of credit upand swing line loans, with a sub-limit on letters of credit outstanding at any time of $15.0 million. The Revolving Facility matures on January 20, 2024. The payment and performance in full of the secured obligations under the Revolving Facility are secured by a lien on and security interest in all of the assets of our company.

WeUnder the Credit Agreement, we are ~~required~~subject to ~~maintain certain financial~~a variety of affirmative and ~~non-financial~~negative covenants of types customary in ~~accordance with the line of credit. The~~a cash-flow-based lending facility, including financial covenants that require ~~certain levels~~maintenance of ~~leverage and profitability, such as (i) income before income taxes not to be less than $1.0 million (calculated at the end of each fiscal quarter on~~(1) a ~~trailing 12-month basis), (ii) a maximum~~ ratio of ~~4.00~~total funded debt to ~~1.00 as of each quarter end for “Funded Debt to EBITDAR”, defined as the sum of total debt, capital leases and annual rent expense multiplied by six divided by the sum of net income,~~earnings before interest, ~~expense,~~ taxes, depreciation, amortization and annual rent ~~expense~~expenses no greater than 4.00 to 1.00 and (2) a fixed charge coverage ratio of not less than 1.25 to 1.00 (calculation of which takes into account dividends, distributions, redemptions and repurchases of the equity interests of the Company only if the Company’s cash on hand, net of any amounts outstanding under the Credit Agreement, is less than $50.0 million after giving effect to such dividends, distributions, redemptions or repurchases).

In connection with the entry into the Credit Agreement, on January 20, 2022, we entered into certain ancillary agreements, including (i) a security agreement in favor of the Bank (ii) the Guaranty entered into by the Company and (iii) ~~requires minimum eligible inventory, cash, cash equivalents~~a third party pledge agreement entered into by the Company in favor of the Bank. The security agreement, the guaranty and ~~marketable securities totaling $50.0 million~~the pledge agreement replaced (a) the guaranty by the Company in favor of the Bank, dated November 9, 2020, and (b) the security agreement dated as of November 9, 2020, between the ~~end~~Company and the Bank, which were both terminated concurrently with the termination of ~~each quarter. In addition, maximum investment in fixed assets in any fiscal year of $50.0 million.~~the Prior Credit Agreement.

As of October ~~28, 2017,~~29, 2022, we were in compliance with all of our covenants and had no outstanding borrowings under the Credit Agreement.

Prior Credit Agreement

The Prior Credit Agreement was terminated concurrently with the entry into the Credit Agreement. The maximum borrowings permitted under the Prior Credit Agreement was equal to the lesser of (x) the revolving commitment and (y) the borrowing base. The borrowing base was equal to (a) 90% of the borrower's eligible credit card receivables, plus (b) 90% of the cost of the borrower's eligible inventory, less inventory reserves established by the agent, and adjusted by the appraised value of such eligible inventory, plus (c) 90% of the cost of the borrower's eligible in-transit inventory, less inventory reserves established by the agent, and adjusted by the appraised value of such eligible in-transit inventory (not to exceed 10% of the total amount of all eligible inventory included in the borrowing base) less (d) reserves established by the agent. As of the date the Prior Credit Agreement was terminated, we had no outstanding borrowings under the Credit Agreement and the only utilization of the letters of credit sub-limit under the Credit Agreement was a $2.025 million irrevocable standby letter of credit, which was previously issued under the Prior Credit Agreement and was transferred on such date to the Credit Agreement.

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Under the Prior Credit Agreement, we were subject to a variety of affirmative and negative covenants of types customary in an asset-based lending facility, including a financial covenant relating to availability, and customary events of default. Prior to the first anniversary of the closing date, we were prohibited from declaring or paying any cash dividends to our respective stockholders or repurchasing of our own common stock. After the first anniversary of the closing date, we were allowed to declare and pay cash dividends to our respective stockholders and repurchase our own common stock, provided, among other things, no default or event of default exists as of the date of any such payment and after giving effect thereto and certain minimum availability and minimum projected availability tests are satisfied.

Contractual Obligations

As of October ~~28, 2017,~~29, 2022, there were no material changes to our contractual obligations as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the fiscal year ended January ~~28, 2017.~~

~~Off-Balance Sheet Arrangements~~

~~We are not a party to any off-balance sheet arrangements, except for operating leases, purchase obligations and our revolving credit facility.~~

29, 2022.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires the appropriate application of certain accounting policies, some of which require us to make estimates and assumptions about future events and their impact on amounts reported in our consolidated financial statements. Since future events and their impact cannot be determined with absolute certainty, the actual results will inevitably differ from our estimates. As noted elsewhere in this Report, the COVID-19 pandemic has had significant impacts on our business and the economy generally, making estimates and assumptions about future events far more difficult, if not impossible. A summary of our significant accounting policies is included in Note 2 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January ~~28, 2017.~~29, 2022.

~~Recently Adopted Accounting Standard~~

~~On January 29, 2017, we adopted Financial Accounting Standards Board (the "FASB") Accounting Standards Update ("ASU") No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting~~, which simplifies the accounting and reporting for share-based compensation, including the accounting for income taxes, forfeitures and statutory tax withholding requirements, as well as the classification in the statement of cash flows. We elected to account for forfeitures as they occur, rather than

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estimate expected forfeitures. The adoption of ASU 2016-09 resulted in a cumulative-effect adjustment of $0.2 million decrease to retained earnings and a $0.2 million increase to additional paid-in-capital as of January 29, 2017, related to the recognition of previously estimated expected forfeitures using the modified retrospective method. We adopted the cash flow presentation which requires excess tax benefits to be presented as an operating activity rather than a financing activity. The adoption of this update did not have an effect on our consolidated results of operations.

~~New Accounting Standards Not Yet Adopted~~

~~In May 2014, the FASB issued ASU No. 2014-09,~~ ~~Revenue from Contracts with Customers~~ (“ASU 2014-09”), along with amendments issued in 2015 and 2016, which amends the existing accounting standards for revenue recognition. ASU 2014-09 outlines principles that govern revenue recognition at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09, which will become effective for us in the first quarter of fiscal 2018, may be applied retrospectively for each period presented (the "full retrospective method") or retrospectively with the cumulative effect recognized in the opening retained earnings balance in fiscal year 2018 (the "modified retrospective method"). We currently anticipate adopting the standard using the modified retrospective method. We are in the process of evaluating the overall impact of adopting the new standard on our consolidated financial statements. Based on our preliminary assessment, we have determined that the adoption will change the timing of recognition of gift card breakage income, which is currently recognized when the probability of the redemption is remote and recorded in net sales. The new guidance will require recognition of gift card breakage income proportionately in net sales as redemptions occur. The new guidance also requires enhanced disclosures, such as disaggregation of revenues, revenue recognition policies that require significant judgment and identification of performance obligations to customers. Based on our preliminary assessment, we currently do not expect the adoption of this update to have a material effect on our consolidated results of operations.

~~In February 2016, the FASB issued ASU No. 2016-02,~~ ~~Leases~~ (Accounting Standards Codification 842). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. ASU 2016-02, which will become effective for us in the first quarter of fiscal 2019, with early adoption permitted, must be adopted using the modified retrospective method. The new standard is expected to impact our consolidated financial statements as we conduct all of our retail sales and corporate operations in leased facilities. We are in the process of evaluating the impact of adopting the new standard on our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As of October ~~28, 2017,~~29, 2022, there were no material changes in the market risks described in the “Quantitative and Qualitative Disclosure ofAbout Market Risks” section of our Annual Report on Form 10-K for the fiscal year ended January ~~28, 2017.~~29, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, ~~with the participation of our Disclosure Committee,~~ including our Chief Executive Officer and our Chief Financial Officer, with the participation of our Disclosure Committee, evaluated the effectiveness of our disclosure controls and procedures as of October ~~28, 2017.~~29, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of October ~~28, 2017,~~29, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the ~~period covered by this Quarterly Report on Form 10-Q~~thirteen weeks ended October 29, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure

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controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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Part II. Other Information

Item 1. Legal Proceedings

The information contained in “Note 5: Commitments and Contingencies” to our consolidated financial statements included in this Report is incorporated by reference into this Item.

From time to time, we may become involved in lawsuits and other claims arising from our ordinary course of business. We have established loss provisions of approximately $7.5 million for matters in which losses are probable and can be reasonably estimated. For some matters, we are currently unable to predict the ultimate outcome, determine whether a liability has been incurred or make an estimate of the reasonably possible liability that could result from an unfavorable outcome because of the uncertainties related to the incurrence, amount and range of loss on any pending litigation or claim. Because of the unpredictable nature of these matters, we cannot provide any assurances regarding the outcome of any litigation or claim to which we are a party or that the ultimate outcome of any of the matters threatened or pending against us, including those disclosed below, will not have a material adverse effect on our financial condition, results of operations or cash flows.

~~Juan Carlos Gonzales, on behalf of himself and all others similarly situated, v. Tilly’s Inc. et al, Superior Court of California, County of Orange, Case No. 30-2017-00948710-CU-OE-CXC.~~ In October 2017, the plaintiff filed a putative class action against us alleging various violations of California’s wage and hour laws. The complaint seeks class certification, unspecified damages, unpaid wages, penalties, restitution, interest, and attorneys’ fees and costs. We intend to defend this case vigorously.

~~Lauren Minniti, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., United States District Court, Southern District of Florida, Case No. 0:17-cv-60237-FAM~~. On January 30, 2017, the plaintiff filed a putative class action lawsuit against us, alleging violations of the Telephone Consumer Protection Act of 1991 (the “TCPA”). Specifically, the complaint asserts a violation of the TCPA for allegedly sending unsolicited automated messages to the cellular telephones of the plaintiff and others. The complaint seeks class certification and damages of $500 per violation plus treble damages under the TCPA. We filed our initial response to this matter with the court in March 2017. The parties attended a mediation in June 2017. In July 2017, the parties reached an agreement in principle to settle this matter, subject to court approval and the execution of a final settlement agreement.

~~Skylar Ward, on behalf of herself and all others similarly situated, v. Tilly’s, Inc., Superior Court of California, County of Los Angeles, Case No. BC595405.~~ In September 2015, the plaintiff filed a putative class action lawsuit against us alleging, among other things, various violations of California's wage and hour laws. The complaint sought class certification, unspecified damages, unpaid wages, penalties, restitution, and attorneys' fees. In June 2016, the court granted our demurrer to the plaintiff's complaint on the grounds that the plaintiff failed to state a cause of action against Tilly's and dismissed the complaint. Specifically, the court agreed with us that the plaintiff's cause of action for reporting-time pay fails as a matter of law as the plaintiff and other putative class members did not "report for work" with respect to certain shifts on which the plaintiff's claims are based. In November 2016, the court entered a written order sustaining our demurrer to the plaintiff's complaint and dismissing all of plaintiff’s causes of action with prejudice. In January 2017, the plaintiff filed an appeal of the order to the California Court of Appeal. The plaintiff filed her opening appellate brief on October 2, 2017, and our responding appellate brief is due to be filed in December 2017. We have defended this case vigorously and will continue to do so.

~~Karina Whitten, on behalf of herself and all others similarly situated, v. Tilly’s Inc.~~, ~~Superior Court of California, County of Los Angeles, Case No. BC548252~~. In June 2014, the plaintiff filed a putative class action and representative Private Attorney General Act of 2004 lawsuit against us alleging violations of California’s wage and hour, meal break and rest break rules and regulations, and unfair competition law, among other things. The complaint sought class certification, penalties, restitution,

injunctive relief and attorneys’ fees and costs. The plaintiff filed a first amended complaint in December 2014. We answered the complaint in January 2015, denying all allegations. We engaged in mediation in May 2016, and the parties reached a resolution that was presented to the court for preliminary approval in September 2016. The court preliminarily approved the settlement in October 2016, and notice of the settlement was issued to class members. Upon completion of the claims process, the court approved the final settlement in February 2017. We concluded this matter with the payment of the final settlement in April 2017. The final settlement amount was not materially different from the amount previously accrued when a loss provision was established.

On June 10, 2015, we and one of our vendors entered into a settlement arrangement with a plaintiff who filed a copyright infringement lawsuit against the vendor and us related to certain vendor products we sell. The settlement required that the vendor pay $2.0 million to the plaintiff over three years, and we agreed to guarantee such payments in exchange for a security interest in the vendor's intellectual property. As of October 28, 2017, due to updated facts and circumstances, we have accrued for the remaining maximum exposure loss of $1.4 million relating to this matter. We will utilize all available rights of offset to reduce our loss, including the enforcement of the security interest we have in the vendor's intellectual property.

~~Table of Contents~~

Item 1A. Risk Factors

We operate in a rapidly changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. ~~For a detailed discussion of~~In addition to the ~~risks that affect our business,~~other information set forth in this Report, please refer to the section ~~entitled~~titled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January ~~28, 2017. There have been no material changes~~29, 2022 for a detailed discussion of the risks that affect our business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents our repurchases of Class A common stock during each of the fiscal months during our first nine months of fiscal 2022:


Fiscal Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs (1)
January 30, 2022 - February 26, 2022	—	$	—	—	—
February 27, 2022 - April 2, 2022	428,089	9.36		428,089	1,571,911
April 3, 2022 - April 30, 2022	463,944	8.93		892,033	1,107,967
May 1, 2022 - May 28, 2022	95,394	8.76		987,427	1,012,573
May 29, 2022 - July 2, 2022	—	—		987,427	1,012,573
July 3, 2022 - July 30, 2022	—	—		987,427	1,012,573
July 31, 2022 - August 27, 2022	—	—		987,427	1,012,573
August 28, 2022 - October 1, 2022	270,903	6.93		1,258,330	741,670
October 2, 2022 - October 29, 2022	—	—		1,258,330	741,670
Total	1,258,330	$	8.63	1,258,330	741,670

(1) On March 14, 2022, our Board of Directors authorized a share repurchase program, pursuant to which we are authorized to repurchase up to 2,000,000 shares of our ~~risk factors as previously disclosed~~Class A common stock through March 14, 2023, in ~~our Annual Report on Form 10-K.~~

open market transactions through a broker-dealer at prevailing market prices, in block trades or by any other means in accordance with federal securities laws.

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Table of Contents

Item 6. Exhibits


Exhibit No.						Description of Exhibit




~~Exhibit~~ ~~No.~~3.1						~~Description~~ Third Amended and Restated Bylaws of ~~Exhibit~~the Company (incorporated by reference to Form 8-K filed by the Company with the Securities and Exchange Commission on November 22, 2022)

31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

32.1**						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101						Interactive data files from Tilly’s, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October ~~28, 2017,~~29, 2022, formatted in ~~XBRL (eXtensible~~iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statement of Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows and (vi) Notes to the Consolidated Financial Statements.



*104	~~Filed herewith~~	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



*			Filed herewith.


**			Furnished herewith and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Table of Contents

SIGNATURES

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


				Tilly’s, Inc.
Date:			December 7, 2022
				/s/ Edmond Thomas
				Edmond Thomas
				President, Chief Executive Officer and Director
				(Principal Executive Officer)

Date:			December 7, 2022	~~Tilly’s, Inc.~~
~~Date:~~			~~December 5, 2017~~
		~~/s/ Edmond Thomas~~
		~~Edmond Thomas~~
		~~President, Chief Executive Officer and Director~~
		~~(Principal Executive Officer)~~

~~Date:~~	~~December 5, 2017~~
		/s/ Michael Henry
				Michael Henry
				Executive Vice President, Chief Financial Officer
				(Principal Financial Officer)

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	Restricted Stock		Weighted Average Grant-Date Fair Value
Nonvested at January 28, 2017	166,960		$	12.12
Granted	23,100		$	10.39
Vested	(74,528	)	$	11.09
Forfeited	(6,000	)	$	16.07
Nonvested at October 28, 2017	109,532		$	12.24



%	$ millions	Attributable to
(0.6)%	$(0.9)	Decrease in marketing spend
(0.3)%	(0.4)	Decrease in corporate payroll and benefits
(0.1)%	—	Decrease in all other SG&A expenses as a percentage of sales
(1.0)%	$(1.3)	Total



%	$ millions	Attributable to
1.2%	$5.1	Net increase in year over year legal provisions
0.4%	1.6	Increase in expenses associated with several information technology system implementations
(0.9)%	(3.4)	Decrease in marketing spend
(0.3)%	(1.1)	Decrease in non-cash store asset impairment charges
(0.3)%	(1.0)	Decrease in corporate payroll and benefits
(0.1)%	(0.3)	Decrease in all other SG&A expenses
—%	$0.9	Total