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 |