Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 28, 2023 | Nov. 29, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 28, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-35535 | |
Entity Registrant Name | TILLY’S, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 45-2164791 | |
Entity Address, Address Line One | 10 Whatney | |
Entity Address, City or Town | Irvine | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92618 | |
City Area Code | 949 | |
Local Phone Number | 609-5599 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | |
Trading Symbol | TLYS | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001524025 | |
Current Fiscal Year End Date | --02-03 | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 22,667,615 | |
Common Stock (Class B) | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 7,306,108 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 28, 2023 | Jan. 28, 2023 | Oct. 29, 2022 |
Current assets: | |||
Cash and cash equivalents | $ 44,425 | $ 73,526 | $ 75,786 |
Marketable securities | 49,523 | 39,753 | 29,985 |
Receivables | 7,118 | 9,240 | 11,352 |
Merchandise inventories | 82,753 | 62,117 | 81,589 |
Prepaid expenses and other current assets | 11,816 | 17,762 | 16,036 |
Total current assets | 195,635 | 202,398 | 214,748 |
Operating lease assets | 216,205 | 212,845 | 222,664 |
Property and equipment, net | 49,220 | 50,635 | 51,279 |
Deferred tax assets | 13,229 | 8,497 | 10,261 |
Other assets | 1,685 | 1,377 | 1,488 |
TOTAL ASSETS | 475,974 | 475,752 | 500,440 |
Current liabilities: | |||
Accounts payable | 27,025 | 15,956 | 30,225 |
Accrued expenses | 14,688 | 15,889 | 17,239 |
Deferred revenue | 13,520 | 16,103 | 13,859 |
Accrued compensation and benefits | 10,590 | 8,183 | 9,756 |
Current portion of operating lease liabilities | 50,063 | 48,864 | 50,047 |
Current portion of operating lease liabilities, related party | 3,048 | 2,839 | 2,771 |
Other liabilities | 330 | 470 | 806 |
Total current liabilities | 119,264 | 108,304 | 124,703 |
Noncurrent portion of operating lease liabilities | 171,388 | 167,913 | 176,621 |
Noncurrent portion of operating lease liabilities, related party | 20,081 | 22,388 | 23,129 |
Other liabilities | 391 | 349 | 455 |
Total long-term liabilities | 191,860 | 190,650 | 200,205 |
Total liabilities | 311,124 | 298,954 | 324,908 |
Commitments and contingencies (Notes 2 and 5) | |||
Stockholders’ equity: | |||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding | 0 | 0 | 0 |
Additional paid-in capital | 171,754 | 170,033 | 168,749 |
(Accumulated deficit) Retained earnings | (7,410) | 6,530 | 6,634 |
Accumulated other comprehensive income | 476 | 205 | 119 |
Total stockholders’ equity | 164,850 | 176,798 | 175,532 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 475,974 | 475,752 | 500,440 |
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,668, 22,562 and 22,537 shares issued and outstanding, respectively | |||
Stockholders’ equity: | |||
Common stock | 23 | 23 | 23 |
Common stock (Class B), $0.001 par value; 35,000 shares authorized; 7,306, 7,306 and 7,306 shares issued and outstanding, respectively | |||
Stockholders’ equity: | |||
Common stock | $ 7 | $ 7 | $ 7 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Oct. 28, 2023 | Jan. 28, 2023 | Oct. 29, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 |
Common stock (Class A), $0.001 par value; 100,000 shares authorized; 22,668, 22,562 and 22,537 shares issued and outstanding, respectively | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 22,668,000 | 22,562,000 | 22,537,000 |
Common stock, shares outstanding (in shares) | 22,668,000 | 22,562,000 | 22,537,000 |
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, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 35,000,000 | 35,000,000 | 35,000,000 |
Common stock, shares issued (in shares) | 7,306,000 | 7,306,000 | 7,306,000 |
Common stock, shares outstanding (in shares) | 7,306,000 | 7,306,000 | 7,306,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Net sales | $ 166,475 | $ 177,847 | $ 450,063 | $ 491,930 |
Cost of goods sold (includes buying, distribution, and occupancy costs) | 116,825 | 122,346 | 328,297 | 338,870 |
Rent expense, related party | 931 | 918 | 2,793 | 2,680 |
Total cost of goods sold (includes buying, distribution, and occupancy costs) | 117,756 | 123,264 | 331,090 | 341,550 |
Gross profit | 48,719 | 54,583 | 118,973 | 150,380 |
Selling, general and administrative expenses | 51,101 | 48,134 | 141,035 | 137,405 |
Rent expense, related party | 134 | 134 | 400 | 400 |
Total selling, general, and administrative expenses | 51,235 | 48,268 | 141,435 | 137,805 |
Operating (loss) income | (2,516) | 6,315 | (22,462) | 12,575 |
Other income, net | 1,341 | 675 | 3,625 | 862 |
(Loss) income before income taxes | (1,175) | 6,990 | (18,837) | 13,437 |
Income tax (benefit) expense | (328) | 1,841 | (4,897) | 3,656 |
Net (loss) income | $ (847) | $ 5,149 | $ (13,940) | $ 9,781 |
Weighted average basic shares outstanding (in shares) | 29,872 | 29,894 | 29,834 | 30,226 |
Weighted average diluted shares outstanding (in shares) | 29,872 | 30,050 | 29,834 | 30,428 |
Class A and Class B common stock | ||||
Basic earnings per share of Class A and Class B common stock (in dollars per share) | $ (0.03) | $ 0.17 | $ (0.47) | $ 0.32 |
Diluted earnings per share of Class A and Class B common stock (in dollars per share) | $ (0.03) | $ 0.17 | $ (0.47) | $ 0.32 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (847) | $ 5,149 | $ (13,940) | $ 9,781 |
Other comprehensive income, net of tax: | ||||
Net change in unrealized gain on available-for-sale securities, net of tax | 223 | 73 | 271 | 120 |
Other comprehensive income, net of tax | 223 | 73 | 271 | 120 |
Comprehensive (loss) income | $ (624) | $ 5,222 | $ (13,669) | $ 9,901 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | (Accumulated Deficit) | Accumulated Other Comprehensive Income | Common Stock (Class A) | Common Stock (Class A) Common Stock | Common Stock (Class B) Common Stock |
Beginning balance (in shares) at Jan. 29, 2022 | 23,719,000 | 7,306,000 | ||||||
Beginning balance at Jan. 29, 2022 | $ 174,713 | $ 31 | $ 166,929 | $ 7,754 | $ (1) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 9,781 | 9,781 | ||||||
Restricted stock (in shares) | 63,000 | |||||||
Share-based compensation expense | 1,764 | 1,764 | ||||||
Employee exercises of stock options (in shares) | 13,000 | |||||||
Employee stock option exercises | 56 | 56 | ||||||
Repurchase of common stock (in shares) | (1,258,000) | |||||||
Repurchase of common stock | (10,902) | $ (1) | (10,901) | |||||
Net change in unrealized gain on available-for-sale securities | 120 | 120 | ||||||
Ending balance (in shares) at Oct. 29, 2022 | 22,537,000 | 7,306,000 | ||||||
Ending balance at Oct. 29, 2022 | 175,532 | 30 | 168,749 | 6,634 | 119 | |||
Beginning balance (in shares) at Jan. 29, 2022 | 23,719,000 | 7,306,000 | ||||||
Beginning balance at Jan. 29, 2022 | 174,713 | 31 | 166,929 | 7,754 | (1) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Repurchase of common stock (in shares) | (1,258,330) | |||||||
Repurchase of common stock | (10,900) | |||||||
Ending balance (in shares) at Jan. 28, 2023 | 22,562,000 | 7,306,000 | ||||||
Ending balance at Jan. 28, 2023 | 176,798 | 30 | 170,033 | 6,530 | 205 | |||
Beginning balance (in shares) at Jul. 30, 2022 | 22,805,000 | 7,306,000 | ||||||
Beginning balance at Jul. 30, 2022 | 171,568 | 30 | 168,120 | 3,372 | 46 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | 5,149 | 5,149 | ||||||
Share-based compensation expense | 613 | 613 | ||||||
Employee exercises of stock options (in shares) | 3,000 | |||||||
Employee stock option exercises | 16 | 16 | ||||||
Repurchase of common stock (in shares) | (271,000) | |||||||
Repurchase of common stock | (1,887) | (1,887) | ||||||
Net change in unrealized gain on available-for-sale securities | 73 | 73 | ||||||
Ending balance (in shares) at Oct. 29, 2022 | 22,537,000 | 7,306,000 | ||||||
Ending balance at Oct. 29, 2022 | 175,532 | 30 | 168,749 | 6,634 | 119 | |||
Beginning balance (in shares) at Jan. 28, 2023 | 22,562,000 | 7,306,000 | ||||||
Beginning balance at Jan. 28, 2023 | 176,798 | 30 | 170,033 | 6,530 | 205 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (13,940) | (13,940) | ||||||
Restricted stock (in shares) | 57,000 | |||||||
Share-based compensation expense | $ 1,684 | 1,684 | ||||||
Employee exercises of stock options (in shares) | 49,375 | 49,000 | ||||||
Employee stock option exercises | $ 210 | 210 | ||||||
Taxes paid on short-swing profits disgorgement payment | (173) | (173) | ||||||
Net change in unrealized gain on available-for-sale securities | 271 | 271 | ||||||
Ending balance (in shares) at Oct. 28, 2023 | 22,668,000 | 7,306,000 | ||||||
Ending balance at Oct. 28, 2023 | 164,850 | 30 | 171,754 | (7,410) | 476 | |||
Beginning balance (in shares) at Jul. 29, 2023 | 22,654,000 | 7,306,000 | ||||||
Beginning balance at Jul. 29, 2023 | 164,915 | 30 | 171,195 | (6,563) | 253 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net (loss) income | (847) | (847) | ||||||
Restricted stock (in shares) | (17,000) | |||||||
Share-based compensation expense | 606 | 606 | ||||||
Employee exercises of stock options (in shares) | 31,000 | |||||||
Employee stock option exercises | 126 | 126 | ||||||
Taxes paid on short-swing profits disgorgement payment | (173) | (173) | ||||||
Net change in unrealized gain on available-for-sale securities | 223 | 223 | ||||||
Ending balance (in shares) at Oct. 28, 2023 | 22,668,000 | 7,306,000 | ||||||
Ending balance at Oct. 28, 2023 | $ 164,850 | $ 30 | $ 171,754 | $ (7,410) | $ 476 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Oct. 28, 2023 | Oct. 29, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (13,940,000) | $ 9,781,000 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Depreciation and amortization | 9,547,000 | 10,515,000 |
Share-based compensation expense | 1,684,000 | 1,764,000 |
Impairment of assets | 2,631,000 | 14,000 |
Loss on disposal of assets | 2,000 | 64,000 |
(Gain) interest on maturities of marketable securities | (1,156,000) | (230,000) |
Deferred income taxes | (4,732,000) | 1,167,000 |
Changes in operating assets and liabilities: | ||
Receivables | 4,196,000 | (705,000) |
Merchandise inventories | (20,636,000) | (15,944,000) |
Prepaid expenses and other current assets | 5,980,000 | 557,000 |
Accounts payable | 11,033,000 | 2,068,000 |
Accrued expenses | 106,000 | (4,253,000) |
Accrued compensation and benefits | 2,407,000 | (7,300,000) |
Operating lease liabilities | (4,545,000) | (4,637,000) |
Deferred revenue | (2,583,000) | (3,237,000) |
Other liabilities | (452,000) | (706,000) |
Net cash used in operating activities | (10,458,000) | (11,082,000) |
Cash flows from investing activities: | ||
Payments to Acquire Marketable Securities | (88,146,000) | (49,779,000) |
Purchases of property and equipment | (10,543,000) | (11,897,000) |
Proceeds from maturities of marketable securities | 80,000,000 | 117,189,000 |
Proceeds from sale of property and equipment | 9,000 | 0 |
Net cash (used in) provided by investing activities | (18,680,000) | 55,513,000 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 210,000 | 56,000 |
Taxes paid on short-swing profits disgorgement payment | (173,000) | 0 |
Share repurchases | 0 | (10,902,000) |
Net cash provided by (used in) financing activities | 37,000 | (10,846,000) |
Change in cash and cash equivalents | (29,101,000) | 33,585,000 |
Cash and cash equivalents, beginning of period | 73,526,000 | 42,201,000 |
Cash and cash equivalents, end of period | 44,425,000 | 75,786,000 |
Supplemental disclosures of cash flow information: | ||
Income taxes (refunded) paid | (6,429,000) | 1,440,000 |
Supplemental disclosure of non-cash activities: | ||
Unpaid purchases of property and equipment | 2,022,000 | 3,511,000 |
Operating lease liabilities arising from obtaining operating lease assets | $ 44,246 | $ 47,092 |
Description of the Company and
Description of the Company and Basis of Presentation | 9 Months Ended |
Oct. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Company and Basis of Presentation | Description of the Company and Basis of Presentation Tillys is a leading destination specialty retailer of casual apparel, footwear, accessories and hardgoods for young men, young women, boys and girls with an extensive assortment of iconic global, emerging, and proprietary brands rooted in an active and social lifestyle. Tillys is headquartered in Irvine, California and operated 249 stores, in 33 states as of October 28, 2023. 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, 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, 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 thirteen and thirty-nine week periods ended October 28, 2023 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, 2023 ("fiscal 2022"). Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2023 refer to the fiscal year ending February 3, 2024. References to the fiscal quarters or first nine months ended October 28, 2023 and October 29, 2022 refer to the thirteen and thirty-nine week periods ended as of those dates, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 28, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 2023. Revenue Recognition Revenue is recognized for store sales when the customer receives and pays for the merchandise at the register, net of estimated returns and taxes collected from our customers. For e-commerce sales, we recognize revenue, net of sales taxes and estimated sales returns, and the related cost of goods sold at the time the merchandise is shipped to the customer. 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 Operations. The following table summarizes net sales from our retail stores and e-commerce (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Retail stores $ 132,431 $ 141,539 $ 360,050 $ 396,109 E-commerce 34,044 36,308 90,013 95,821 Total net sales $ 166,475 $ 177,847 $ 450,063 $ 491,930 The following table summarizes the percentage of net sales by department: Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Mens 35 % 37 % 35 % 37 % Womens 25 % 25 % 28 % 26 % Accessories 19 % 19 % 17 % 17 % Footwear 11 % 11 % 12 % 12 % Boys 5 % 4 % 4 % 4 % Girls 5 % 4 % 4 % 4 % 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 28, October 29, October 28, October 29, Third-party 69 % 69 % 68 % 69 % Proprietary 31 % 31 % 32 % 31 % Total net sales 100 % 100 % 100 % 100 % We accrue for estimated sales returns by customers based on historical sales return results. As of October 28, 2023, January 28, 2023 and October 29, 2022, our reserve for sales returns was $1.5 million, $1.6 million and $1.9 million, respectively, and is included in accrued expenses on the accompanying Consolidated Balance Sheets. We recognize revenue from gift cards as they are redeemed for merchandise. Prior to redemption, we maintain a current liability for unredeemed gift card balances. The customer liability balance was $8.8 million, $11.1 million and $8.7 million as of October 28, 2023, January 28, 2023 and October 29, 2022, respectively, and is included in deferred revenue on the accompanying Consolidated Balance Sheets. Our gift cards do not have expiration dates, and 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 a small percentage of gift cards are unlikely to be 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. Revenue recognized from gift cards was $2.3 million and $2.6 million for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirteen weeks ended October 28, 2023 and October 29, 2022, the opening gift card balance was $9.2 million and $8.9 million, respectively, of which $0.7 million was recognized as revenue in both periods. Revenue recognized from gift cards was $8.6 million and $9.9 million for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirty-nine weeks ended October 28, 2023 and October 29, 2022, the opening gift card balance was $11.1 million and $11.2 million, respectively, of which $4.1 million and $4.6 million, respectively, were recognized as revenue during the period. 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 accrued as deferred revenue and awards redeemed by the member for merchandise are recorded as an increase to 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 2022, we modified our expiration policy related to unredeemed awards and accumulated partial points from expiration at 365 days after the customer's last purchase activity to expiration at 365 days after the customer's original purchase date. As a result of this modification in expiration policy, the estimated liability was reduced by $0.5 million during the first quarter of fiscal 2022. A liability is estimated based on the standalone selling price of points earned and expected future redemptions. The deferred revenue for this program was $4.7 million, $5.0 million and $5.2 million as of October 28, 2023, January 28, 2023 and October 29, 2022, respectively. The value of points redeemed through our loyalty program was $2.1 million and $2.2 million for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirteen weeks ended October 28, 2023 and October 29, 2022, the opening loyalty program balance was $4.8 million and $5.3 million, respectively, of which $1.7 million and $1.8 million, respectively, was recognized as revenue during these periods. The value of points redeemed through our loyalty program was $5.8 million and $6.5 million for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. For the thirty-nine weeks ended October 28, 2023 and October 29, 2022, the opening loyalty program balance was $5.0 million and $5.9 million, respectively, of which $4.0 million and $4.9 million, respectively, was recognized as revenue during these periods. Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Equipment is depreciated over five Repairs and maintenance costs are charged directly to expense as incurred. Major renewals, replacements and improvements that substantially extend the useful life of an asset are capitalized and depreciated. At October 28, 2023, January 28, 2023 and October 29, 2022, property and equipment consisted of the following (in thousands): October 28, January 28, October 29, Leasehold improvements $ 160,072 $ 158,511 $ 155,640 Furniture and fixtures 47,216 47,571 47,148 Computer hardware and software 46,292 42,903 42,538 Machinery and equipment 34,546 34,263 34,076 Vehicles 2,497 2,190 2,187 Construction in progress 6,156 6,214 7,634 Property and equipment, gross 296,779 291,652 289,223 Accumulated depreciation (247,559) (241,017) (237,944) Property and equipment, net $ 49,220 $ 50,635 $ 51,279 Depreciation expense related to property and equipment was $3.1 million and $3.5 million for the thirteen weeks ended October 28, 2023 and October 29, 2022, respectively. Depreciation expense related to property and equipment was $9.5 million and $10.5 million for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. Leases We conduct all of our retail sales and corporate operations in leased facilities. Lease terms generally range up to 10 years in duration (subject to elective extensions) and provide for escalations in base rents. Many of our store leases contain one or more options to renew the lease at our sole discretion. 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 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 net sales in excess of specified levels, is recognized as rent expense when the achievement of 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 28, 2023 and October 29, 2022 we incurred rent expense of $0.5 million and $1.6 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 (the "LAARUCPI"), not to exceed 7%. The 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 28, 2023, we incurred rent expense of $0.2 million and $0.5 million, respectively, related to this lease. 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. Pursuant to the lease agreement, the lease payment adjusts annually at the greater of 5% or the change in the LAARUCPI. The lease began on June 29, 2012 and 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 each of the thirteen and thirty-nine week periods ended October 28, 2023 and October 29, 2022 we incurred rent expense of $0.4 million and $1.1 million, respectively, related to this lease. The lease payment adjusts annually based upon the greater of 5% or the change in the LAARUCPI. The lease began on November 1, 2011 and 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 five years and terminates on 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 Operations. The maturity of operating lease liabilities and sublease income as of October 28, 2023 were as follows (in thousands): Fiscal Year Related Party Other Total Sublease Income 2023 $ 1,003 $ 17,222 $ 18,225 $ 24 2024 4,085 60,943 65,028 95 2025 4,244 51,535 55,779 99 2026 4,411 40,225 44,636 104 2027 4,167 32,724 36,891 — Thereafter 9,324 63,526 72,850 — Total minimum lease payments 27,234 266,175 293,409 322 Less: Amount representing interest 4,105 44,724 48,829 — Present value of operating lease liabilities $ 23,129 $ 221,451 $ 244,580 $ 322 As of October 28, 2023, additional operating lease contracts that have not yet commenced are $2.4 million. Further, additional operating lease contracts and modifications executed subsequent to the balance sheet date, but prior to the report date, are $1.2 million. Lease expense for the thirteen and thirty-nine week periods ended October 28, 2023 and October 29, 2022 was as follows (in thousands): Thirteen Weeks Ended October 28, 2023 October 29, 2022 Cost of goods sold SG&A Total Cost of goods sold SG&A Total Fixed operating lease expense $ 16,748 $ 350 $ 17,098 $ 16,230 $ 331 $ 16,561 Variable lease expense 4,409 16 4,425 4,274 10 4,284 Total lease expense $ 21,157 $ 366 $ 21,523 $ 20,504 $ 341 $ 20,845 Thirty-Nine Weeks Ended October 28, 2023 October 29, 2022 Cost of goods sold SG&A Total Cost of goods sold SG&A Total Fixed operating lease expense $ 48,205 $ 1,044 $ 49,249 $ 47,221 $ 972 $ 48,193 Variable lease expense 15,096 55 15,151 12,285 33 12,318 Total lease expense $ 63,301 $ 1,099 $ 64,400 $ 59,506 $ 1,005 $ 60,511 Supplemental lease information for the thirty-nine weeks ended October 28, 2023 and October 29, 2022 was as follows: Thirty-Nine Weeks Ended October 28, 2023 October 29, 2022 Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $53,660 $52,971 Weighted average remaining lease term (in years) 5.5 years 5.8 years Weighted average interest rate (1) 6.60% 6.32% (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. Income Taxes Our income tax benefit was $(4.9) million, or 26.0% of pre-tax loss, compared to income tax expense of $3.7 million, or 27.2% of pre-tax income, for the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively. The decrease in the effective income tax rate was primarily attributable to a decrease in pre-tax income and discrete income tax items associated with stock-based compensation. New Accounting Standards 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 ("ASU 2019-11") which amends ASU No. 2016-13 Measurement of Credit Losses on Financial Instruments |
Marketable Securities
Marketable Securities | 9 Months Ended |
Oct. 28, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Marketable securities consist of commercial paper, classified as available-for-sale, and fixed income securities, classified as held-to-maturity, as we have the intent and ability to hold them to maturity. Our investments in commercial paper and fixed income securities are recorded at fair value and amortized cost, respectively, which approximates fair value. All of our marketable securities are less than one year from maturity. The following table summarizes our investments in marketable securities at October 28, 2023, January 28, 2023 and October 29, 2022 (in thousands): October 28, 2023 Cost or Gross Unrealized Gross Estimated Commercial paper $ 48,874 $ 649 $ — $ 49,523 Total marketable securities $ 48,874 $ 649 $ — $ 49,523 January 28, 2023 Cost or Gross Unrealized Gross Estimated Commercial paper $ 29,570 $ 180 $ — $ 29,750 Fixed income securities 10,003 — — 10,003 Total marketable securities $ 39,573 $ 180 $ — $ 39,753 October 29, 2022 Cost or Gross Unrealized Gross Estimated Commercial paper $ 24,789 $ 136 $ — $ 24,925 Fixed income securities 5,060 — — 5,060 Total marketable securities $ 29,849 $ 136 $ — $ 29,985 We recognized gains on investments for commercial paper that matured during the thirteen and thirty-nine week periods ended October 28, 2023 and October 29, 2022. Upon recognition of the gains, we reclassified these amounts out of "Accumulated Other Comprehensive Income" and into “Other income, net” on the Consolidated Statements of Operations. The following table summarizes our gains on investments for commercial paper (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Gains on investments $ 442 $ 109 $ 1,158 $ 174 |
Asset-Backed Credit Agreement
Asset-Backed Credit Agreement | 9 Months Ended |
Oct. 28, 2023 | |
Debt Disclosure [Abstract] | |
Asset-Backed Credit Agreement | Asset-Backed Credit Agreement New Credit Agreement On April 27, 2023 (the “Closing Date”), we entered into an asset-backed credit agreement and revolving line of credit note (the "Note" and, collectively, the “Credit Agreement”) with Wells Fargo Bank, National Association, as lender (the “Bank”). The Credit Agreement provides for an asset-based, senior secured revolving credit facility (“Revolving Facility”) of up to $65.0 million (“Revolving Commitment”) consisting of revolving loans, letters of credit and swing line loans, with a sub-limit on letters of credit outstanding at any time of $10.0 million and a sub-limit for swing line loans of $7.5 million, which replaced our Prior Credit Agreement. The Credit Agreement also includes an uncommitted accordion feature whereby we may increase the Revolving Commitment by an aggregate amount not to exceed $12.5 million, subject to certain conditions. The Revolving Facility matures on April 27, 2026. 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 our assets. The maximum borrowings permitted under the Revolving Facility is equal to the lesser of (x) the Revolving Commitment and (y) the applicable borrowing base, which is equal to (i) 90% of our eligible credit card receivables, plus (ii) 90% of the cost of certain adjusted eligible inventory, less certain inventory reserves, plus (iii) 90% of the cost of certain adjusted eligible in-transit inventory, less certain inventory reserves, less (iv) certain other reserves established by the Bank. The unused portion of the Revolving Commitment accrues a commitment fee of 0.375% per annum. Borrowings under the Revolving Facility bear interest at a rate per annum that ranges from the Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment (equal to 10 basis points for one- and three-month term SOFR) plus 1.50% to 2.00%, or a base rate (as calculated in accordance with the Credit Agreement) (the “Base Rate”) plus 0.50% to 1.00%, based on the average daily borrowing capacity under the Revolving Facility over the applicable fiscal quarter. We are allowed to elect to apply either SOFR or Base Rate interest to borrowings at its discretion, other than in the case of swing line loans, to which the Base Rate shall apply. Under the Credit Agreement, we are subject to a variety of affirmative and negative covenants customary in an asset-based lending facility, including a financial covenant relating to availability (which is required to remain above the greater of: (i) ten percent (10%) of the Loan Cap (as defined in the Credit Agreement) and (ii) $6.0 million). Prior to the first anniversary of the Closing Date, we are prohibited from declaring or paying any cash dividends to our stockholders or repurchasing our common stock. Thereafter, we are permitted to declare or pay cash dividends and/or repurchase our 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. 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; actual or asserted invalidity of any the Credit Agreement or related loan documents; or a change of control. As of October 28, 2023, we were in compliance with all of our covenants, were eligible to borrow up to a total of $63.0 million, and had no outstanding borrowings under the Credit Agreement. The only utilization of the letters of credit sub-limit under the Credit Agreement was a $2.025 million irrevocable standby letter of credit. Prior Credit Agreement The Credit Agreement replaced our previously existing senior secured credit agreement (as amended, the "Prior Credit Agreement") and revolving line of credit note dated as of January 20, 2022 with the Bank, which had revolving commitments of up to $25.0 million consisting of revolving loans, letters of credit and swing line loans, with a sub-limit on letters of credit outstanding at any time of $15.0 million. In connection with the entry into the Prior Credit Agreement, on January 20, 2022, we also entered into the Prior Security Agreements. Borrowings under the Prior Credit Agreement bore interest at a rate per annum equal to SOFR plus 0.75%. Amounts available to be drawn under outstanding letters of credit accrued fees in an amount equal to 1.00% per annum. The unused portion of the Prior Credit Agreement was not subject to a commitment fee. As of the Closing Date, 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 the Closing Date. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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. Legal Proceedings |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 available-for-sale securities, and certain cash equivalents, specifically money market securities, commercial paper, municipal bonds and 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 impairments using Company-specific assumptions which would fall within Level 3 of the fair-value hierarchy. 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. Furthermore, as of October 28, 2023, January 28, 2023 and October 29, 2022, 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 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 28, 2023 January 28, 2023 October 29, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) : Money market securities $ 42,544 $ — $ — $51,756 $ — $ — $62,848 $ — $ — Commercial paper — — — — 19,871 — — 9,948 — Marketable securities: Commercial paper $ — $ 49,523 $ — $ — $ 29,750 $ — $ — $ 24,925 $ — (1) Excluding cash. Impairment of Long-Lived Assets On at least a quarterly basis, we assess whether events or changes in circumstances have occurred that potentially indicate the carrying value of long-lived assets and operating lease right-of-use ("ROU") assets may not be recoverable. 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 determine if a store would be able to generate sufficient undiscounted cash flows over the remaining term to recover our investment in long-lived and ROU assets. 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 assets based on the discounted cash flows of the assets using a rate that approximates the weighted average cost of capital plus a company specific risk premium. Impairment losses are allocated between the long-lived assets and ROU assets on a relative carrying amount basis. ROU fair values are estimated by an independent third party and represent the highest and best use to a market participant. We determined that certain stores would not be able to generate sufficient cash flows over the remaining term of the related leases to recover our investment or the ROU in the respective stores. As a result of this assessment, we recorded non-recurring, non-cash impairment charges of $2.6 million and less than $0.1 million in the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively, to write-down the carrying value of certain long-lived store assets and ROU assets to their estimated fair values. Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, ($ in thousands) Carrying value of assets with impairment $ 4,415 $ 1 $ 5,572 $ 14 Fair value of assets impaired $ 2,740 $ — $ 2,941 $ — Number of stores tested for impairment 39 8 41 9 Number of stores with impairment 11 1 21 2 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Oct. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Share-Based Compensation The Tilly's, Inc. 2012 Second Amended and Restated Equity and Incentive Plan, as amended in June 2020 (the "2012 Plan"), authorizes up to 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, 2023, there were 1,116,863 shares 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 non-qualified options vest at a rate of 25% on each of the first four The following table summarizes stock option activity for the thirty-nine weeks ended October 28, 2023 (aggregate intrinsic value in thousands): Stock Grant Date Weighted Aggregate Outstanding at January 28, 2023 (2) 1,868,243 $ 8.99 Granted 758,500 $ 6.44 Exercised (49,375) $ 4.26 Forfeited (46,375) $ 8.23 Expired (44,062) $ 12.19 Outstanding at October 28, 2023 2,486,931 $ 8.26 7.5 $ 2,507 Exercisable at October 28, 2023 1,080,831 $ 9.33 5.7 $ 901 (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 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 $7.90 at October 28, 2023. (2) Reflects the removal of 5,000 stock options held by a former employee that expired during fiscal 2022, which we identified during the first quarter of fiscal 2023. 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 issue shares of Class A common stock when stock option awards are exercised. The fair values of stock options granted during the thirteen and thirty-nine weeks ended October 28, 2023 and October 29, 2022 were estimated on the grant date using the following assumptions: Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Weighted average grant-date fair value per option granted — $3.82 $3.50 $4.94 Expected option term (1) — 5.2 years 5.5 years 5.2 years Weighted average expected volatility factor (2) —% 58.6% 56.3% 58.6% Weighted average risk-free interest rate (3) —% 3.6% 4.0% 2.4% Expected annual dividend yield (4) —% —% —% —% (1) The expected option term of the awards represents the estimated time that options are expected to be outstanding based upon historical option data. (2) Stock volatility for each grant is measured using the 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, and we do not currently anticipate paying any cash dividends on our common stock at this time. In compliance with our new Credit Agreement, we are prohibited from declaring or paying any cash dividends prior to April 27, 2024. Restricted Stock Awards Restricted stock awards ("RSAs") represent restricted shares issued upon the date of grant in which the recipient's rights in the stock are restricted until the shares are vested, whereas restricted stock units ("RSUs") represent shares issuable in the future upon vesting. Under the 2012 Plan, we grant RSAs to independent members of our Board of Directors and RSUs to certain employees. RSAs granted to Board members vest at a rate of 50% on each of the first two four The following table summarizes the status of non-vested restricted stock as of October 28, 2023, and the changes since January 28, 2023: Restricted Weighted Nonvested at January 28, 2023 73,484 $ 8.71 Granted 73,284 $ 6.55 Vested (41,738) $ 9.58 Forfeited (17,505) $ 6.86 Nonvested at October 28, 2023 87,525 $ 6.86 Share-based compensation expense associated with stock options and restricted stock is recognized on a straight-line basis over the requisite service period. The following table summarizes share-based compensation expense recorded in the Consolidated Statements of Operations (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Cost of goods sold $ 82 $ 100 $ 206 $ 280 Selling, general, and administrative 524 513 1,478 1,484 Total share-based compensation $ 606 $ 613 $ 1,684 $ 1,764 At October 28, 2023, there was $5.1 million of total unrecognized share-based compensation expense related to unvested stock options and restricted stock. This cost has a weighted average remaining recognition period of 2.7 years. |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 9 Months Ended |
Oct. 28, 2023 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Share | (Loss) Earnings Per Share Earnings per share is computed under the provisions of ASC 260, Earnings Per Share . Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted 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 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 shares of common stock at the average market price during the period. The components of basic and diluted (loss) earnings per share were as follows (in thousands, except per share amounts): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Net (loss) income $ (847) $ 5,149 $ (13,940) $ 9,781 Weighted average basic shares outstanding 29,872 29,894 29,834 30,226 Dilutive effect of in-the-money stock options and RSAs — 156 — 202 Weighted average shares for diluted earnings per share 29,872 30,050 29,834 30,428 Basic (loss) earnings per share of Class A and Class B common stock $ (0.03) $ 0.17 $ (0.47) $ 0.32 Diluted (loss) earnings per share of Class A and Class B common stock $ (0.03) $ 0.17 $ (0.47) $ 0.32 The following stock options have been excluded from the calculation of diluted (loss) earnings per share as the effect of including these stock options would have been anti-dilutive (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Stock options 2,098 1,529 2,103 1,408 Restricted stock — 10 — 10 Total 2,098 1,539 2,103 1,418 |
Share Repurchase Program
Share Repurchase Program | 9 Months Ended |
Oct. 28, 2023 | |
Equity [Abstract] | |
Share Repurchase Program | Share Repurchase Program On March 14, 2022, our Board of Directors authorized a share repurchase program, pursuant to which we were 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 fiscal year ended January 28, 2023, 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 January 28, 2023, the remaining repurchase authorization totaled 741,670 shares, which remained unpurchased upon expiration of the program on March 14, 2023. |
Contractors (Policies)
Contractors (Policies) | 3 Months Ended |
Oct. 28, 2023 | |
Contractors [Abstract] | |
Fiscal Periods | Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2023 refer to the fiscal year ending February 3, 2024. References to the fiscal quarters or first nine months ended October 28, 2023 and October 29, 2022 refer to the thirteen and thirty-nine week periods ended as of those dates, respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 9 Months Ended |
Oct. 28, 2023 | Oct. 28, 2023 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | 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 thirteen and thirty-nine week periods ended October 28, 2023 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, 2023 ("fiscal 2022"). | |
Fiscal Periods | Fiscal Periods Our fiscal year ends on the Saturday closest to January 31. References to fiscal 2023 refer to the fiscal year ending February 3, 2024. References to the fiscal quarters or first nine months ended October 28, 2023 and October 29, 2022 refer to the thirteen and thirty-nine week periods ended as of those dates, respectively. | |
Revenue Recognition | Revenue Recognition | |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Equipment is depreciated over five Repairs and maintenance costs are charged directly to expense as incurred. Major renewals, replacements and improvements that substantially extend the useful life of an asset are capitalized and depreciated. | |
Leases | Leases We conduct all of our retail sales and corporate operations in leased facilities. Lease terms generally range up to 10 years in duration (subject to elective extensions) and provide for escalations in base rents. Many of our store leases contain one or more options to renew the lease at our sole discretion. 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 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 net sales in excess of specified levels, is recognized as rent expense when the achievement of those specified net sales is probable. | |
Income Taxes | Income Taxes | |
New Accounting Standards | New Accounting Standards 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 ("ASU 2019-11") which amends ASU No. 2016-13 Measurement of Credit Losses on Financial Instruments |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | The following table summarizes net sales from our retail stores and e-commerce (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Retail stores $ 132,431 $ 141,539 $ 360,050 $ 396,109 E-commerce 34,044 36,308 90,013 95,821 Total net sales $ 166,475 $ 177,847 $ 450,063 $ 491,930 The following table summarizes the percentage of net sales by department: Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Mens 35 % 37 % 35 % 37 % Womens 25 % 25 % 28 % 26 % Accessories 19 % 19 % 17 % 17 % Footwear 11 % 11 % 12 % 12 % Boys 5 % 4 % 4 % 4 % Girls 5 % 4 % 4 % 4 % 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 28, October 29, October 28, October 29, Third-party 69 % 69 % 68 % 69 % Proprietary 31 % 31 % 32 % 31 % Total net sales 100 % 100 % 100 % 100 % |
Lessee, Operating Lease, Liability, Maturity | The maturity of operating lease liabilities and sublease income as of October 28, 2023 were as follows (in thousands): Fiscal Year Related Party Other Total Sublease Income 2023 $ 1,003 $ 17,222 $ 18,225 $ 24 2024 4,085 60,943 65,028 95 2025 4,244 51,535 55,779 99 2026 4,411 40,225 44,636 104 2027 4,167 32,724 36,891 — Thereafter 9,324 63,526 72,850 — Total minimum lease payments 27,234 266,175 293,409 322 Less: Amount representing interest 4,105 44,724 48,829 — Present value of operating lease liabilities $ 23,129 $ 221,451 $ 244,580 $ 322 |
Components of Property, Plant and Equipment | At October 28, 2023, January 28, 2023 and October 29, 2022, property and equipment consisted of the following (in thousands): October 28, January 28, October 29, Leasehold improvements $ 160,072 $ 158,511 $ 155,640 Furniture and fixtures 47,216 47,571 47,148 Computer hardware and software 46,292 42,903 42,538 Machinery and equipment 34,546 34,263 34,076 Vehicles 2,497 2,190 2,187 Construction in progress 6,156 6,214 7,634 Property and equipment, gross 296,779 291,652 289,223 Accumulated depreciation (247,559) (241,017) (237,944) Property and equipment, net $ 49,220 $ 50,635 $ 51,279 |
Schedule of Lease Expense and Supplemental Lease Information | Lease expense for the thirteen and thirty-nine week periods ended October 28, 2023 and October 29, 2022 was as follows (in thousands): Thirteen Weeks Ended October 28, 2023 October 29, 2022 Cost of goods sold SG&A Total Cost of goods sold SG&A Total Fixed operating lease expense $ 16,748 $ 350 $ 17,098 $ 16,230 $ 331 $ 16,561 Variable lease expense 4,409 16 4,425 4,274 10 4,284 Total lease expense $ 21,157 $ 366 $ 21,523 $ 20,504 $ 341 $ 20,845 Thirty-Nine Weeks Ended October 28, 2023 October 29, 2022 Cost of goods sold SG&A Total Cost of goods sold SG&A Total Fixed operating lease expense $ 48,205 $ 1,044 $ 49,249 $ 47,221 $ 972 $ 48,193 Variable lease expense 15,096 55 15,151 12,285 33 12,318 Total lease expense $ 63,301 $ 1,099 $ 64,400 $ 59,506 $ 1,005 $ 60,511 Supplemental lease information for the thirty-nine weeks ended October 28, 2023 and October 29, 2022 was as follows: Thirty-Nine Weeks Ended October 28, 2023 October 29, 2022 Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $53,660 $52,971 Weighted average remaining lease term (in years) 5.5 years 5.8 years Weighted average interest rate (1) 6.60% 6.32% (1) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Securities | The following table summarizes our investments in marketable securities at October 28, 2023, January 28, 2023 and October 29, 2022 (in thousands): October 28, 2023 Cost or Gross Unrealized Gross Estimated Commercial paper $ 48,874 $ 649 $ — $ 49,523 Total marketable securities $ 48,874 $ 649 $ — $ 49,523 January 28, 2023 Cost or Gross Unrealized Gross Estimated Commercial paper $ 29,570 $ 180 $ — $ 29,750 Fixed income securities 10,003 — — 10,003 Total marketable securities $ 39,573 $ 180 $ — $ 39,753 October 29, 2022 Cost or Gross Unrealized Gross Estimated Commercial paper $ 24,789 $ 136 $ — $ 24,925 Fixed income securities 5,060 — — 5,060 Total marketable securities $ 29,849 $ 136 $ — $ 29,985 |
Gain (Loss) on Investments | The following table summarizes our gains on investments for commercial paper (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Gains on investments $ 442 $ 109 $ 1,158 $ 174 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Categorized Based on Priority of Inputs to Valuation Technique Instruments | 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 28, 2023 January 28, 2023 October 29, 2022 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents (1) : Money market securities $ 42,544 $ — $ — $51,756 $ — $ — $62,848 $ — $ — Commercial paper — — — — 19,871 — — 9,948 — Marketable securities: Commercial paper $ — $ 49,523 $ — $ — $ 29,750 $ — $ — $ 24,925 $ — (1) Excluding cash. |
Details of Impairment of Long-Lived Assets | As a result of this assessment, we recorded non-recurring, non-cash impairment charges of $2.6 million and less than $0.1 million in the thirty-nine weeks ended October 28, 2023 and October 29, 2022, respectively, to write-down the carrying value of certain long-lived store assets and ROU assets to their estimated fair values. Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, ($ in thousands) Carrying value of assets with impairment $ 4,415 $ 1 $ 5,572 $ 14 Fair value of assets impaired $ 2,740 $ — $ 2,941 $ — Number of stores tested for impairment 39 8 41 9 Number of stores with impairment 11 1 21 2 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Activity Under Stock Option Plan | The following table summarizes stock option activity for the thirty-nine weeks ended October 28, 2023 (aggregate intrinsic value in thousands): Stock Grant Date Weighted Aggregate Outstanding at January 28, 2023 (2) 1,868,243 $ 8.99 Granted 758,500 $ 6.44 Exercised (49,375) $ 4.26 Forfeited (46,375) $ 8.23 Expired (44,062) $ 12.19 Outstanding at October 28, 2023 2,486,931 $ 8.26 7.5 $ 2,507 Exercisable at October 28, 2023 1,080,831 $ 9.33 5.7 $ 901 (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 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 $7.90 at October 28, 2023. (2) Reflects the removal of 5,000 stock options held by a former employee that expired during fiscal 2022, which we identified during the first quarter of fiscal 2023. |
Assumptions Used to Estimate Fair Value of Stock Options Granted | The fair values of stock options granted during the thirteen and thirty-nine weeks ended October 28, 2023 and October 29, 2022 were estimated on the grant date using the following assumptions: Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Weighted average grant-date fair value per option granted — $3.82 $3.50 $4.94 Expected option term (1) — 5.2 years 5.5 years 5.2 years Weighted average expected volatility factor (2) —% 58.6% 56.3% 58.6% Weighted average risk-free interest rate (3) —% 3.6% 4.0% 2.4% Expected annual dividend yield (4) —% —% —% —% (1) The expected option term of the awards represents the estimated time that options are expected to be outstanding based upon historical option data. (2) Stock volatility for each grant is measured using the 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, and we do not currently anticipate paying any cash dividends on our common stock at this time. In compliance with our new Credit Agreement, we are prohibited from declaring or paying any cash dividends prior to April 27, 2024. |
Summary of Status of Non-Vested Restricted Stock | The following table summarizes the status of non-vested restricted stock as of October 28, 2023, and the changes since January 28, 2023: Restricted Weighted Nonvested at January 28, 2023 73,484 $ 8.71 Granted 73,284 $ 6.55 Vested (41,738) $ 9.58 Forfeited (17,505) $ 6.86 Nonvested at October 28, 2023 87,525 $ 6.86 |
Schedule of Stock Based Compensation | The following table summarizes share-based compensation expense recorded in the Consolidated Statements of Operations (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Cost of goods sold $ 82 $ 100 $ 206 $ 280 Selling, general, and administrative 524 513 1,478 1,484 Total share-based compensation $ 606 $ 613 $ 1,684 $ 1,764 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Earnings Per Share [Abstract] | |
Components of Basic and Diluted Earnings Per Share | The components of basic and diluted (loss) earnings per share were as follows (in thousands, except per share amounts): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Net (loss) income $ (847) $ 5,149 $ (13,940) $ 9,781 Weighted average basic shares outstanding 29,872 29,894 29,834 30,226 Dilutive effect of in-the-money stock options and RSAs — 156 — 202 Weighted average shares for diluted earnings per share 29,872 30,050 29,834 30,428 Basic (loss) earnings per share of Class A and Class B common stock $ (0.03) $ 0.17 $ (0.47) $ 0.32 Diluted (loss) earnings per share of Class A and Class B common stock $ (0.03) $ 0.17 $ (0.47) $ 0.32 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following stock options have been excluded from the calculation of diluted (loss) earnings per share as the effect of including these stock options would have been anti-dilutive (in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 28, October 29, October 28, October 29, Stock options 2,098 1,529 2,103 1,408 Restricted stock — 10 — 10 Total 2,098 1,539 2,103 1,418 |
Description of the Company an_2
Description of the Company and Basis of Presentation (Details) | Oct. 28, 2023 State store |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of stores | store | 249 |
Number of states | State | 33 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Revenue Recognition (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Oct. 28, 2023 | Oct. 29, 2022 | Apr. 30, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | Jan. 29, 2022 | Jan. 28, 2023 | |
Disaggregation of Revenue [Line Items] | |||||||
Net sales | $ 166,475,000 | $ 177,847,000 | $ 450,063,000 | $ 491,930,000 | |||
Percentage of total net sales | 100% | 100% | 100% | 100% | |||
SEC schedule, 12-09, valuation allowances and reserves, amount | $ 1,500,000 | $ 1,900,000 | $ 1,500,000 | $ 1,900,000 | $ 1,600,000 | ||
Contract with customer, liability, revenue recognized, amount Included In opening balance | 700,000 | 4,100,000 | 4,600,000 | ||||
Unredeemed awards and accumulated points, expiration period | 365 days | 365 days | |||||
Deferred revenue, period increase (decrease) | $ (500,000) | ||||||
Deferred revenue | 4,700,000 | 5,200,000 | 4,700,000 | 5,200,000 | 5,000,000 | ||
Deferred revenue, revenue recognized | 2,100,000 | 2,200,000 | 5,800,000 | 6,500,000 | |||
Retail stores | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | 132,431,000 | 141,539,000 | 360,050,000 | 396,109,000 | |||
E-commerce | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Net sales | $ 34,044,000 | $ 36,308,000 | $ 90,013,000 | $ 95,821,000 | |||
Mens | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Percentage of total net sales | 35% | 37% | 35% | 37% | |||
Womens | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Percentage of total net sales | 25% | 25% | 28% | 26% | |||
Accessories | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Percentage of total net sales | 19% | 19% | 17% | 17% | |||
Footwear | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Percentage of total net sales | 11% | 11% | 12% | 12% | |||
Boys | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Percentage of total net sales | 5% | 4% | 4% | 4% | |||
Girls | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Percentage of total net sales | 5% | 4% | 4% | 4% | |||
GC Redemption | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Contract with customer, liability, current | $ 8,800,000 | $ 8,700,000 | $ 8,800,000 | $ 8,700,000 | $ 11,100,000 | ||
Revenue recognized from customer liability | 2,300,000 | 2,600,000 | 8,600,000 | 9,900,000 | |||
Contract with customer, liability, revenue recognized, opening balance | 9,200,000 | 8,900,000 | 11,100,000 | 11,200,000 | |||
Customer Loyalty Program | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Contract with customer, liability, revenue recognized, opening balance | 4,800,000 | 5,300,000 | 5,000,000 | 5,900,000 | |||
Contract with customer, liability, revenue recognized, amount Included In opening balance | $ 1,700,000 | $ 1,800,000 | $ 4,000,000 | $ 4,900,000 | |||
Third-party | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Percentage of total net sales | 69% | 69% | 68% | 69% | |||
Proprietary | |||||||
Disaggregation of Revenue [Line Items] | |||||||
Percentage of total net sales | 31% | 31% | 32% | 31% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2023 USD ($) ft² | Oct. 29, 2022 USD ($) | Oct. 28, 2023 USD ($) ft² | Oct. 29, 2022 USD ($) | Dec. 01, 2023 USD ($) | |
Accounting Policies [Line Items] | |||||
Depreciation | $ 3,100,000 | $ 3,500,000 | $ 9,500,000 | $ 10,500,000 | |
Lessee terms | 10 years | 10 years | |||
Lessor, operating lease, not yet commenced, amount | $ 2,400,000 | $ 2,400,000 | |||
Income tax (benefit) expense | $ (328,000) | 1,841,000 | $ (4,897,000) | $ 3,656,000 | |
Effective income tax rate reconciliation, percent | 26% | 27.20% | |||
Subsequent Event | |||||
Accounting Policies [Line Items] | |||||
Lessor, operating lease, not yet commenced, amount | $ 1,200,000 | ||||
Furniture and fixtures | |||||
Accounting Policies [Line Items] | |||||
Property and Equipment, useful life | 5 years | ||||
Computer hardware and software | |||||
Accounting Policies [Line Items] | |||||
Property and Equipment, useful life | 3 years | ||||
Minimum | Machinery and equipment | |||||
Accounting Policies [Line Items] | |||||
Property and Equipment, useful life | 5 years | ||||
Maximum | Machinery and equipment | |||||
Accounting Policies [Line Items] | |||||
Property and Equipment, useful life | 7 years | ||||
10 and 12 Whatney, Irvine, California | Office and warehouse space | |||||
Accounting Policies [Line Items] | |||||
Area of real estate property | ft² | 172,000 | 172,000 | |||
Operating lease rent expense | $ 500,000 | 1,600,000 | $ 500,000 | $ 1,600,000 | |
11 Whatney, Irvine, California | Office and warehouse space | |||||
Accounting Policies [Line Items] | |||||
Area of real estate property | ft² | 26,000 | 26,000 | |||
Operating lease rent expense | $ 200,000 | 200,000 | $ 500,000 | 400,000 | |
11 Whatney, Irvine, California | Maximum | Office and warehouse space | |||||
Accounting Policies [Line Items] | |||||
Annual lease adjustment rate (percent) | 7% | ||||
17 Pasteur, Irvine, California | Office and warehouse space | |||||
Accounting Policies [Line Items] | |||||
Area of real estate property | ft² | 81,000 | 81,000 | |||
Operating lease rent expense | $ 400,000 | $ 1,100,000 | $ 400,000 | $ 1,100,000 | |
Annual lease adjustment rate (percent) | 5% | ||||
Sublease, term of contract | 5 years | ||||
17 Pasteur, Irvine, California | Office and warehouse space | Affiliated Entity | |||||
Accounting Policies [Line Items] | |||||
Area of real estate property | ft² | 5,887 | 5,887 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands | Oct. 28, 2023 | Jan. 28, 2023 | Oct. 29, 2022 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 296,779 | $ 291,652 | $ 289,223 |
Accumulated depreciation | (247,559) | (241,017) | (237,944) |
Property and equipment, net | 49,220 | 50,635 | 51,279 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 160,072 | 158,511 | 155,640 |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 47,216 | 47,571 | 47,148 |
Computer hardware and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 46,292 | 42,903 | 42,538 |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 34,546 | 34,263 | 34,076 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 2,497 | 2,190 | 2,187 |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6,156 | $ 6,214 | $ 7,634 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Operating Lease Liability (Details) $ in Thousands | Oct. 28, 2023 USD ($) |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2023 | $ 18,225 |
2024 | 65,028 |
2025 | 55,779 |
2026 | 44,636 |
2027 | 36,891 |
Thereafter | 72,850 |
Total minimum lease payments | 293,409 |
Less: Amount representing interest | 48,829 |
Present value of operating lease liabilities | 244,580 |
Sublease Income | |
2023 | 24 |
2024 | 95 |
2025 | 99 |
2026 | 104 |
2027 | 0 |
Thereafter | 0 |
Total minimum lease payments | 322 |
Related Party | |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2023 | 1,003 |
2024 | 4,085 |
2025 | 4,244 |
2026 | 4,411 |
2027 | 4,167 |
Thereafter | 9,324 |
Total minimum lease payments | 27,234 |
Less: Amount representing interest | 4,105 |
Present value of operating lease liabilities | 23,129 |
Other | |
Lessee, Operating Lease, Liability, to be Paid [Abstract] | |
2023 | 17,222 |
2024 | 60,943 |
2025 | 51,535 |
2026 | 40,225 |
2027 | 32,724 |
Thereafter | 63,526 |
Total minimum lease payments | 266,175 |
Less: Amount representing interest | 44,724 |
Present value of operating lease liabilities | $ 221,451 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Lease Expense and Supplemental Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Lessee, Lease, Description [Line Items] | ||||
Fixed operating lease expense | $ 17,098 | $ 16,561 | $ 49,249 | $ 48,193 |
Variable lease expense | 4,425 | 4,284 | 15,151 | 12,318 |
Total lease expense | $ 21,523 | $ 20,845 | 64,400 | 60,511 |
Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) | $ 53,660 | $ 52,971 | ||
Weighted average remaining lease term (in years) | 5 years 6 months | 5 years 9 months 18 days | 5 years 6 months | 5 years 9 months 18 days |
Weighted average interest rate | 6.60% | 6.32% | 6.60% | 6.32% |
Cost of goods sold | ||||
Lessee, Lease, Description [Line Items] | ||||
Fixed operating lease expense | $ 16,748 | $ 16,230 | $ 48,205 | $ 47,221 |
Variable lease expense | 4,409 | 4,274 | 15,096 | 12,285 |
Total lease expense | 21,157 | 20,504 | 63,301 | 59,506 |
Selling, general, and administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Fixed operating lease expense | 350 | 331 | 1,044 | 972 |
Variable lease expense | 16 | 10 | 55 | 33 |
Total lease expense | $ 366 | $ 341 | $ 1,099 | $ 1,005 |
Marketable Securities - Investm
Marketable Securities - Investments in Marketable Securities (Details) - USD ($) $ in Thousands | Oct. 28, 2023 | Jan. 28, 2023 | Oct. 29, 2022 |
Financial Instruments And Marketable Securities [Line Items] | |||
Cost or Amortized Cost | $ 48,874 | $ 39,573 | $ 29,849 |
Gross Unrealized Holding Gains | 649 | 180 | 136 |
Gross Unrealized Holding Losses | 0 | 0 | 0 |
Estimated Fair Value | 49,523 | 39,753 | 29,985 |
Commercial paper | |||
Financial Instruments And Marketable Securities [Line Items] | |||
Cost or Amortized Cost | 48,874 | 29,570 | 24,789 |
Gross Unrealized Holding Gains | 649 | 180 | 136 |
Gross Unrealized Holding Losses | 0 | 0 | 0 |
Estimated Fair Value | $ 49,523 | 29,750 | 24,925 |
Fixed income securities | |||
Financial Instruments And Marketable Securities [Line Items] | |||
Cost or Amortized Cost | 10,003 | 5,060 | |
Gross Unrealized Holding Gains | 0 | 0 | |
Gross Unrealized Holding Losses | 0 | 0 | |
Estimated Fair Value | $ 10,003 | $ 5,060 |
Marketable Securities - Narrati
Marketable Securities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Summary of Investment Holdings [Line Items] | ||||
Gains on investments | $ 1,156 | $ 230 | ||
Commercial paper | ||||
Summary of Investment Holdings [Line Items] | ||||
Gains on investments | $ 442 | $ 109 | $ 1,158 | $ 174 |
Asset-Backed Credit Agreement -
Asset-Backed Credit Agreement - Narrative (Details) - USD ($) | Apr. 27, 2023 | Jan. 20, 2022 | Oct. 28, 2023 | Apr. 26, 2023 |
Revolving Credit Facility | Prior Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 25,000,000 | |||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Prior Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, percentage point added to reference rate | 0.75% | |||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Prior Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, percentage point added to reference rate | 1% | |||
Revolving Credit Facility | Line of Credit | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 65,000,000 | |||
Maximum borrowing capacity, increase limit | $ 12,500,000 | |||
Borrowing base, credit card receivables, percentage | 90% | |||
Borrowing base, inventory, percentage | 90% | |||
Borrowing base, inventory in-transit, percentage | 90% | |||
Line of credit facility, commitment fee percentage | 0.375% | |||
Debt instrument, credit spread adjustment | 10 | |||
Financial covenant, availability minimum as a percentage of the Loan Cap | 10% | |||
Financial covenant, availability minimum, value | $ 6,000,000 | |||
Borrowing base | $ 63,000,000 | |||
Outstanding borrowing | 0 | |||
Revolving Credit Facility | Line of Credit | Prior Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding borrowing | $ 0 | |||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, percentage point added to reference rate | 1.50% | |||
Revolving Credit Facility | Line of Credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, percentage point added to reference rate | 2% | |||
Revolving Credit Facility | Line of Credit | Base Rate | Minimum | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, percentage point added to reference rate | 0.50% | |||
Revolving Credit Facility | Line of Credit | Base Rate | Maximum | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit, percentage point added to reference rate | 1% | |||
Letter of Credit | Prior Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 15,000,000 | |||
Letter of Credit | Line of Credit | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | |||
Letters of credit outstanding, amount | $ 2,025,000 | |||
Letter of Credit | Line of Credit | Prior Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Letters of credit outstanding, amount | $ 2,025,000 | |||
Swing Line Loans | Line of Credit | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 7,500,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets Based on Priority of Inputs to Valuation Technique Instruments (Details) - USD ($) $ in Thousands | Oct. 28, 2023 | Jan. 28, 2023 | Oct. 29, 2022 |
Money market securities | Level 1 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | $ 42,544 | $ 51,756 | $ 62,848,000 |
Money market securities | Level 2 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Money market securities | Level 3 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Commercial paper | Level 1 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Commercial paper | Level 1 | Commercial paper | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Commercial paper | Level 2 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 19,871,000 | 9,948 |
Commercial paper | Level 2 | Commercial paper | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 49,523,000 | 29,750,000 | 24,925,000 |
Commercial paper | Level 3 | Cash equivalents | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | 0 | 0 | 0 |
Commercial paper | Level 3 | Commercial paper | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 9 Months Ended | |
Oct. 28, 2023 | Oct. 29, 2022 | |
Fair Value Disclosures [Abstract] | ||
Non-cash impairment charges | $ 2,600,000 | $ 100,000 |
Fair Value Measurements - Detai
Fair Value Measurements - Details of Impairment of Long-Lived Assets (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 USD ($) store | Oct. 29, 2022 USD ($) store | Oct. 28, 2023 USD ($) store | Oct. 29, 2022 USD ($) store | |
Fair Value Disclosures [Abstract] | ||||
Carrying value of assets with impairment | $ | $ 4,415 | $ 1 | $ 5,572 | $ 14 |
Fair value of assets impaired | $ | $ 2,740 | $ 0 | $ 2,941 | $ 0 |
Number of stores tested for impairment | store | 39 | 8 | 41 | 9 |
Number of stores with impairment | store | 11 | 1 | 21 | 2 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 9 Months Ended |
Oct. 28, 2023 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense related to unvested stock options and restricted stock grants | $ | $ 5.1 |
Weighted average recognition period | 2 years 8 months 12 days |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Expiration period | 10 years |
Stock options | Share-based Payment Arrangement, Tranche One | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Stock options | Share-based Payment Arrangement, Tranche Two | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Stock options | Share-based Payment Arrangement, Tranche Three | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Stock options | Share-based Payment Arrangement, Tranche Four | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting percentage | 25% |
Restricted Stock | Directors | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 2 years |
Percentage of awards vesting on grant date | 50% |
Restricted Stock | Certain Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Percentage of awards vesting on grant date | 25% |
2012 Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Common shares authorized (in shares) | 6,613,900 |
Shares available for issuance (in shares) | 1,116,863 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity Under Stock Option Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Oct. 28, 2023 | |
Stock Options | |
Beginning balance (in shares) | 1,868,243 |
Granted (in shares) | 758,500 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | (49,375) |
Forfeited (in shares) | (46,375) |
Expired (in shares) | (44,062) |
Ending balance (in shares) | 2,486,931 |
Exercisable ending balance (in shares) | 1,080,831 |
Grant Date Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ 8.99 |
Granted (in dollars per share) | 6.44 |
Exercised (in dollars per share) | 4.26 |
Forfeited (in dollars per share) | 8.23 |
Expired (in dollars per share) | 12.19 |
Ending balance (in dollars per share) | 8.26 |
Exercisable ending balance (in dollars per share) | $ 9.33 |
Weighted Average Remaining Contractual Life (in Years) | |
Outstanding at end of period | 7 years 6 months |
Exercisable ending balance | 5 years 8 months 12 days |
Aggregate Intrinsic Value | |
Outstanding at end of period | $ 2,507 |
Exercisable ending balance | $ 901 |
Revision of Prior Period, Adjustment | |
Stock Options | |
Expired (in shares) | (5,000) |
Class A common stock | |
Aggregate Intrinsic Value | |
Market value per share (in dollars per share) | $ 7.90 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used to Estimate Fair Value of Stock Options Granted (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||||
Weighted average grant-date fair value per option granted (in dollars per share) | $ 0 | $ 3.82 | $ 3.50 | $ 4.94 |
Expected option term | 5 years 2 months 12 days | 5 years 6 months | 5 years 2 months 12 days | |
Weighted average expected volatility factor | 0% | 58.60% | 56.30% | 58.60% |
Weighted average risk-free interest rate | 0% | 3.60% | 4% | 2.40% |
Expected annual dividend yield | 0% | 0% | 0% | 0% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Status of Non-Vested Restricted Stock (Details) | 9 Months Ended |
Oct. 28, 2023 $ / shares shares | |
Restricted Stock | |
Forfeited (in shares) | shares | (17,505) |
Weighted Average Grant-Date Fair Value | |
Forfeited (in (usd per share) | $ / shares | $ 6.86 |
Nonvested | |
Restricted Stock | |
Beginning balance(in shares) | shares | 73,484 |
Granted (in shares) | shares | 73,284 |
Vested (in shares) | shares | (41,738) |
Ending balance (in shares) | shares | 87,525 |
Weighted Average Grant-Date Fair Value | |
Beginning balance (in usd per share) | $ / shares | $ 8.71 |
Granted (in usd per share) | $ / shares | 6.55 |
Vested (in usd per share) | $ / shares | 9.58 |
Ending balance (in usd per share) | $ / shares | $ 6.86 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense, net of tax | $ 606 | $ 613 | $ 1,684 | $ 1,764 |
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense, net of tax | 82 | 100 | 206 | 280 |
Selling, general, and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share-based compensation expense, net of tax | $ 524 | $ 513 | $ 1,478 | $ 1,484 |
(Loss) Earnings Per Share - Com
(Loss) Earnings Per Share - Components of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||||
Net (loss) income | $ (847) | $ 5,149 | $ (13,940) | $ 9,781 |
Weighted average basic shares outstanding (in shares) | 29,872 | 29,894 | 29,834 | 30,226 |
Dilutive effect of stock options and restricted stock | 0 | 156 | 0 | 202 |
Weighted average shares for diluted earnings per share (in shares) | 29,872 | 30,050 | 29,834 | 30,428 |
Class A and Class B common stock | ||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||||
Basic earnings per share of Class A and Class B common stock (in dollars per share) | $ (0.03) | $ 0.17 | $ (0.47) | $ 0.32 |
Diluted earnings per share of Class A and Class B common stock (in dollars per share) | $ (0.03) | $ 0.17 | $ (0.47) | $ 0.32 |
(Loss) Earnings Per Share - Sch
(Loss) Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options and restricted stock excluded from the calculation of diluted earning per share | 2,098 | 1,539 | 2,103 | 1,418 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options and restricted stock excluded from the calculation of diluted earning per share | 2,098 | 1,529 | 2,103 | 1,408 |
Restricted Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options and restricted stock excluded from the calculation of diluted earning per share | 0 | 10 | 0 | 10 |
Share Repurchase Program (Detai
Share Repurchase Program (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 29, 2022 | Oct. 29, 2022 | Jan. 28, 2023 | Mar. 14, 2022 | |
Subsequent Event [Line Items] | ||||
Stock repurchase program, number of shares authorized to be repurchased | 2,000,000 | |||
Taxes paid on short-swing profits disgorgement payment | $ 1,887 | $ 10,902 | $ 10,900 | |
Stock repurchase program, remaining number of shares authorized to be repurchased | 741,670 | |||
Class A common stock | ||||
Subsequent Event [Line Items] | ||||
Repurchase of common stock (in shares) | 1,258,330 | |||
Stock repurchase program, weighted average price | $ 8.63 |