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 February 3, 2024. 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 May 4, April 29, Retail stores $ 92,822 $ 97,819 E-commerce 23,034 25,818 Total net sales $ 115,856 $ 123,637 The following table summarizes the percentage of net sales by department: Thirteen Weeks Ended May 4, April 29, Mens 36 % 36 % Womens 31 % 29 % Footwear 13 % 14 % Accessories 12 % 14 % Girls 4 % 4 % Boys 4 % 3 % Total net sales 100 % 100 % The following table summarizes the percentage of net sales by third-party and proprietary branded merchandise: Thirteen Weeks Ended May 4, April 29, Third-party 66 % 68 % Proprietary 34 % 32 % Total net sales 100 % 100 % We accrue for estimated sales returns by customers based on historical sales return results. As of May 4, 2024, February 3, 2024 and April 29, 2023, our reserve for sales returns was $1.5 million, $1.3 million and $1.8 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 $9.4 million, $10.2 million and $9.9 million as of May 4, 2024, February 3, 2024 and April 29, 2023, 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 $2.6 million and $3.4 million for the thirteen weeks ended May 4, 2024 and April 29, 2023, respectively. For the thirteen weeks ended May 4, 2024 and April 29, 2023, the opening gift card balance was $10.2 million and $11.1 million, respectively, of which $1.7 million and $2.2 million, respectively, were recognized as revenue during these periods. We have a customer loyalty program where customers accumulate points based on purchase activity. Once a loyalty member achieves a certain point level, the member earns an award that may be used towards the purchase of merchandise. Unredeemed awards and accumulated partial points are 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. Unredeemed awards and accumulated partial points expire 365 days after the customer's original purchase date. A liability is estimated based on the standalone selling price of points earned and expected future redemptions. The deferred revenue for this program was $4.8 million, $4.7 million and $4.9 million as of May 4, 2024, February 3, 2024 and April 29, 2023, respectively. The value of points redeemed through our loyalty program was $1.6 million for each of the thirteen-week periods ended May 4, 2024 and April 29, 2023, respectively. For the thirteen weeks ended May 4, 2024 and April 29, 2023, the opening loyalty program balance was $4.7 million and $5.0 million, respectively, of which $1.2 million and $1.3 million, respectively, were 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 May 4, 2024, February 3, 2024 and April 29, 2023, property and equipment consisted of the following (in thousands): May 4, February 3, April 29, Leasehold improvements $ 159,933 $ 160,572 $ 158,346 Computer hardware and software 47,817 47,003 45,755 Furniture and fixtures 46,432 46,747 47,112 Machinery and equipment 34,662 34,693 34,455 Vehicles 2,307 2,508 2,252 Construction in progress 4,388 4,638 3,355 Property and equipment, gross 295,539 296,161 291,275 Accumulated depreciation (250,097) (248,098) (241,837) Property and equipment, net $ 45,442 $ 48,063 $ 49,438 Depreciation expense related to property and equipment was $3.1 million and $3.2 million for the thirteen weeks ended May 4, 2024 and April 29, 2023, 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 a single lease cost, with such cost allocated over the lease term, on a straight-line basis. We do not record any leases with terms of 12 months or less as operating lease assets or operating lease liabilities, these are instead expensed as incurred. 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. Our operating leases typically include non-lease components such as common-area maintenance costs, utilities, and other maintenance costs. We have elected to include non-lease components with the lease payments for the purpose of calculating the lease right-of-use assets and liabilities to the extent that they are fixed. Non-lease components that are not fixed are expensed as incurred as variable lease payments. 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-week periods ended May 4, 2024 and April 29, 2023 we incurred rent expense of $0.5 million 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 each of the thirteen-week periods ended May 4, 2024 and April 29, 2023 we incurred rent expense of $0.2 million 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-week periods ended May 4, 2024 and April 29, 2023 we incurred rent expense of $0.4 million 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. During the thirteen-week periods ended May 4, 2024 and April 29, 2023 we recorded sublease income of $23.4 thousand and $22.3 thousand, respectively, related to this lease. 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 May 4, 2024 were as follows (in thousands): Fiscal Year Related Party Other Total Sublease Income 2024 $ 3,076 $ 50,167 $ 53,243 $ 71 2025 4,244 55,562 59,806 99 2026 4,411 40,310 44,721 105 2027 4,167 32,379 36,546 — 2028 2,251 22,587 24,838 — Thereafter 7,073 42,290 49,363 — Total minimum lease payments 25,222 243,295 268,517 275 Less: Amount representing interest 3,590 38,758 42,348 — Present value of operating lease liabilities $ 21,632 $ 204,537 $ 226,169 $ 275 As of May 4, 2024, additional operating lease contracts that have not yet commenced are $2.5 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-week periods ended May 4, 2024 and April 29, 2023 was as follows (in thousands): Thirteen Weeks Ended May 4, 2024 April 29, 2023 Cost of goods sold SG&A Total Cost of goods sold SG&A Total Fixed operating lease expense $ 16,779 $ 361 $ 17,140 $ 15,425 $ 328 $ 15,753 Variable lease expense 3,706 8 3,714 5,749 28 5,777 Total lease expense $ 20,485 $ 369 $ 20,854 $ 21,174 $ 356 $ 21,530 Supplemental lease information for the thirteen weeks ended May 4, 2024 and April 29, 2023 was as follows: Thirteen Weeks Ended May 4, 2024 April 29, 2023 Cash paid for amounts included in the measurement of operating lease liabilities (in thousands) $18,360 $17,300 Weighted average remaining lease term (in years) 5.1 years 5.7 years Weighted average interest rate (1) 6.64% 6.47% (1) Since our leases do not provide an implicit rate, we used our incremental borrowing rate ("IBR") at lease inception, or lease modification, in determining the present value of future minimum payments. In determining an appropriate IBR, our assumptions included use of a consistent discount rate for a portfolio of leases entered into at varying dates, the full 10-year term of the lease, excluding any options, and the total minimum lease payments. Income Taxes Our effective income tax rate was 0.1% of pre-tax loss, compared to 26.1% of pre-tax loss, for the thirteen weeks ended May 4, 2024 and April 29, 2023, respectively. Our effective income tax rate was significantly different than the statutory tax rate due to the continuing impact of a full, non-cash deferred tax asset valuation allowance. New Accounting Standards Not Yet Adopted In November 2023, the FASB issued ASU No. 2023-07, Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). , which amended Topic 280. The amendments in this update enhance segment reporting by expanding the breadth and frequency of segment disclosures required by public entities. ASU 2023-07 requires public entities to disclose factors used to identify the entities' reportable segments, how the Chief Operating Decision Maker (“CODM”) uses the reported measure(s) of a segment's profit or loss to assess segment performance and decide how to allocate resources, significant expenses regularly provided to the CODM and included within the reported measure(s) of a segment's profit or loss, types of products and services from which each reportable segment derives its revenues, and the title and position of the CODM. The new standard is effective for public entities with fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and is required to be adopted retrospectively for all prior periods presented in the consolidated financial statements. We are currently evaluating the impact of this guidance on our consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, (“ASU 2023-09”). ASU 2023-09 requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for public entities with annual periods beginning after December 15, 2024, with early adoption permitted and should be applied prospectively with the option of retrospective application. We are currently evaluating the impact of this guidance on our consolidated financial statements. |