8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________

FORM 8-K

____________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) January 13, 2020

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TILLY’S, INC.

(Exact Name of Registrant as Specified in its Charter)

_______________________________________________

Delaware	1-35535	45-2164791
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

10 Whatney

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

(949) 609-5599

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

______________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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

Item 2.02 Results of Operations and Financial Condition.

On January 13, 2020, Tilly’s, Inc. (the “Company”) announced certain financial results for the nine-week period ended January 4, 2020, and provided updates to its previous earnings outlook for the fourth quarter ending February 1, 2020 in connection with its participation in the ICR Conference to be held on January 13 and 14, 2020. The press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, regardless of any general incorporation language in such filings.

Item 7.01 Regulation FD Disclosure.

On January 13, 2020, the Company is presenting the materials furnished as Exhibit 99.2 hereto, and incorporated by reference herein, during the ICR Conference.

Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.

Item 9.01 Financial Statements and Exhibits.

The following exhibit is being furnished herewith.

(d)           Exhibits.

99.1Press Release of Tilly’s, Inc., dated January 13, 2020.

99.2Investor Presentation of Tilly’s, Inc., dated January 13, 2020.

SIGNATURES

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

	TILLY’S, INC.
Date: January 13, 2020	By:	/s/ Michael L. Henry
	Name:	Michael L. Henry
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Tilly’s, Inc. Announces Holiday Period Comp Store Net Sales

Updates Fiscal 2019 Fourth Quarter Outlook

Irvine, CA - January 13, 2020 - Tilly’s, Inc. (NYSE: TLYS, the “Company”) today announced comparable store net sales results for the nine-week period ended January 4, 2020 (the “holiday period”), and provided updates on its fiscal 2019 fourth quarter earnings outlook in advance of its attendance at the annual ICR Conference in Orlando, Florida on January 13-14, 2020.

“Following a strong Black Friday weekend and Cyber Monday, our business experienced an unexpected deceleration in net sales and store traffic during the second and third weeks of December, resulting in a disappointing 2019 holiday season overall,” commented Ed Thomas, President and Chief Executive Officer.

• Total net sales of $143.9 million increased by 1.1% for the holiday period compared to $142.4 million for last year’s comparable nine-week holiday period ended January 5, 2019.

• Comparable store net sales, including e-commerce, decreased by 2.0% for the holiday period compared to an increase of 5.8% for last year’s holiday period.

◦ Comparable store net sales in physical stores decreased by 2.7% for the holiday period compared to a decrease of 0.7% during last year’s holiday period. Net sales in physical stores represented approximately 80.5% of total net sales for the holiday period, consistent with last year's holiday period.

◦ E-commerce net sales increased by 1.0% for the holiday period compared to an increase of 42.8% during last year’s holiday period. E-commerce net sales represented approximately 19.5% of total net sales for the holiday period, consistent with last year's holiday period.

• The Company’s comparable store net sales results for the 2019 holiday period decreased in most of the Company’s major geographic markets, with the exception of New England, the Upper Midwest, and Arizona. Comparable store net sales were weakest in the Southeast, Florida and Nevada. In terms of merchandising, comparable store net sales of Girls and Womens were positive but this was more than offset by declines in all other merchandising departments, particularly Footwear and Accessories.

• Based on its operating results during the holiday period and historical trends, the Company now expects its fiscal 2019 fourth quarter comparable store net sales to decrease by 2% to 3% and earnings per diluted share to be approximately $0.18 to $0.20. This outlook assumes an effective tax rate of approximately 31%, including certain discrete items relating to stock option expirations, and weighted average diluted shares of approximately 29.9 million based on the latest available information.

The Company’s actual financial results for the fiscal 2019 fourth quarter and full fiscal year ending February 1, 2020, are subject to completion of the period, finalization of its normal quarter-end and year-end accounting procedures, and the audit of its fiscal 2019 financial statements. The Company currently expects to report its actual results for the fiscal 2019 fourth quarter and full fiscal year on or about March 12, 2020.

ICR Conference 2020

The Company will be presenting at the ICR Conference 2020 on Tuesday, January 14, 2020 at 11:30 a.m. Eastern Standard Time. The audio portion of the presentation will be webcast live over the internet and can be accessed under the Investor Relations section of the Company’s website at www.tillys.com.

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About Tillys

Tillys is a leading specialty retailer of casual apparel, footwear and accessories for young men, young women, boys and girls with an extensive assortment of iconic global, emerging and proprietary brands rooted in an active and outdoor lifestyle. Tillys is headquartered in Irvine, California and currently operates 240 total stores, including one RSQ-branded pop-up store, across 33 states and its website, www.tillys.com.

Forward Looking Statements

Certain statements in this press release and oral statements made from time to time by our representatives are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In particular, statements regarding our future financial and operating results, including but not limited to future comparable store net sales, future operating income, future net income, future earnings per share, future gross, operating or product margins, anticipated tax rate, future impacts of legal settlements, future inventory levels, future capital expenditures, and market share and our business and strategy, including but not limited to expected store openings and closings, expansion of brands and exclusive relationships, development and growth of our e-commerce platform and business, promotional strategy, and any other statements about our future expectations, plans, intentions, beliefs or prospects expressed by management are forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs, but they involve a number of risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to, our ability to respond to changing customer preferences and trends, attract customer traffic at our stores and online, execute our growth and long-term strategies, expand into new markets, grow our e-commerce business, effectively manage our inventory and costs, effectively compete with other retailers, enhance awareness of our brand and brand image, general consumer spending patterns and levels, the effect of weather, and other factors that are detailed in our most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”), including those detailed in the section titled “Risk Factors” and in our other filings with the SEC, which are available from the SEC’s website at www.sec.gov and from our website at www.tillys.com under the heading “Investor Relations”. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. This release should be read in conjunction with our financial statements and notes thereto contained in our most recent Form 10-K and any subsequent reports filed with the SEC.

Investor Relations Contact:

Michael L. Henry

Executive Vice President, Chief Financial Officer

949-609-5599 x.17000

irelations@tillys.com

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EX-99.2

ICR Investor Presentation January 2020 1

Safe Harbor Statement This presentation, and responses to certain questions about this presentation, will contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, particularly with regard to future financial and operating expectations, business plans and key initiatives. All such statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements. Please see “Risk Factors” in our Annual and Quarterly Reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission for a description of such risks and uncertainties. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. We do not undertake any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise. This presentation should be read in conjunction with our financial statements and notes thereto contained in our most recent Form 10-K for the fiscal year ended February 2, 2019 and our Form 10-Qs for the fiscal quarters ended May 4, August 3, and November 2, 2019. 2

Tillys at a Glance • Leading specialty retailer offering apparel, footwear and accessories for young adults, teens and children • Unparalleled blend of over 400 iconic global, emerging, and proprietary brands • 240 stores in 33 states, both in-mall and off-mall, averaging ~7,500 SF • Approx. 15 new stores planned for fiscal 2020 following 14 new stores in fiscal 2019 • Profitable e-commerce business represents ~15% of YTD net sales thru Dec 2019 and is expected to continue to grow both in net sales and total sales penetration over time • HQ in Irvine, CA and founded in 1982 3

Evolution of Tillys from IPO to Entering a New Phase of Growth IPO and Expansion Stabilize, Invest for Future of Tillys (2012 – 2015) Growth (2016 – 2017) (2018 – 2020+) • Significant store expansion • Paused store growth to address • Disciplined approach to store following IPO, mostly to new under-performance and brand growth, clustering in key markets markets without clustering awareness • Build brand awareness and • Lack of brand awareness and • Invested in physical and enhance customer experience inconsistency of merchandising technological infrastructure to • Limited incremental investment in new markets led to challenges support omni-channel and future required for store productivity growth +84 -5 +36 Net Stores Net Stores Net Stores 4

Destination Retailer with a Unique Store Experience and a Broad and Differentiated Assortment • Over 400 third-party lifestyle brands in a given year with a variety of styles, colors, sizes and price points • ~25% of our net sales comes from our own brands, supplemented by exclusive offerings from third-party brands • Top 3 third-party brands represent ~20% of total net sales combined with no other third-party brand above 3%. • ~90% of our stores have been remodeled or refreshed in last 3 years, keeping them current and fresh looking 5

Flexible Real Estate Strategy Across Real Estate Venues and Geographies • Stores located in malls, power centers, neighborhood and lifestyle centers, outlet centers and street-front locations • Store locations in 86 markets in 33 states • Began as an off-mall concept in 1982 • Strategy of clustering stores in promising markets to further enhance brand awareness Irvine Spectrum, California Off-Mall Location Arrowhead, Arizona In-Mall Location 6

Opportunity for New Stores • New stores typically payback within approximately 2 to 2.5 years on cash basis • Natural lifecycle of a store creates comp and operating efficiency opportunities beyond year one • 1094144_1.wor (NY008SR4) Opened 14 new storesTBU in FY19, anticipate approximately 15 new stores in FY20 • Continue disciplined approach to store growth, targeting existing markets with room for growth and new markets with high population density (i.e. Texas, Northeast and Chicago), clustering to build brand awareness Total Stores (as of latest reported period) (1) 1,221 1,200 1,174 939 719 718 663 626 554 449 327 249 240 Gap GuessChico’s Victoria’s American Abercrombie Zumiez francesca’s Urban Express Hollister Buckle Secret Eagle & Fitch Outfitters 7 (1) Source: Company filings as of latest reported period. Represents domestic and international, company-operated, branded stores. The Company expressly disclaims responsibility for any of the information replicated from other companies’ public filings.

Continue to Grow E-com and Leverage Omni-Channel Capabilities • Opportunity exists to continue to grow current ~$100M E-commerce Revenue as Percentage e-com business from its current 15% of total net sales of Total Revenue (1) to beyond 20-25% of total net sales. Urban Outfitters 40% • Create seamless experience for customer to shop in- store or online, leveraging re-platformed website, Victoria’s 39% upgraded mobile app and social media presence Secret Abercrombie 31% • Enhance customer convenience: & Fitch • Pick up in-store • Ship-from-store Express 29% • Same-day delivery Chico’s 26% 15% Buckle 12% francesca’s 9% 8 (1) Source: Company filings, earnings releases and transcripts. Represents e-commerce revenue as a percentage of total revenue as of FY 2018 or the latest available company- filed information. The Company expressly disclaims responsibility for any of the information replicated from other companies’ public filings.

Our Core Customers • Pre-teens, teens and young adults, both male and female • Active, connected, creative and adventurous • Passionate about an active lifestyle, including sports, music, art and fashion • Highly engaged on social media channels 9

Constantly Evolving Merchandise Mix • Keep merchandise mix current with emerging brands and new merchandise from established brands • Exclusive styles from popular brands that are limited or not offered at other retailers • Analyze and adjust to performance trends within different markets • Ship products to stores multiple times per week 10

New Chief Merchandising Officer Drives New Merchandising Priorities for FY2020 • Tricia Smith joined Tillys at the end of September 2019 following a 25-year career at Nordstrom leading their Womens, Young Contemporary, Designer and Specialized Apparel efforts. Her early reads on some of our future opportunities include: • Increasing our inventory investment in denim, particularly by expanding the available size range • Greater emphasis of our proprietary RSQ brand, which is our 2nd largest brand in terms of net sales and our strongest denim brand, by expanding categories and introducing our first RSQ concept store in May 2020 at the Irvine Spectrum in CA. The RSQ concept store will provide an elevated assortment from a collection of brands, including RSQ. • Additional growth from our Boys/Girls business, which is a key differentiator for Tillys • Expansion of the age reach of Tillys’ Womens business, including through the recently introduced proprietary brand collection, West of Melrose, along with other new Young Contemporary brands • Improve emphasis of online assortment, including online-only styles, categories and brands to drive further growth in Tillys’ e-com business 11

Multi-pronged Marketing Approach to Drive Traffic and Customer Engagement Leverage proprietary customer database to further engage customers and drive traffic • Partner with social media stars and influencers to drive brand awareness • Promote in-store events (prior to and post-t- event) TBUT • Increase opportunities to reach our core Social Media customer • Partner and collaborate with vendors onn exclusive, compelling in-store events (e.g..g. pizza parties, bean bag toss contests, TBUTB Events augmented reality searches) • Build credibility with target customers • Distribute catalogs and postcards to new and existing customers • Distribute exclusive Kids catalog to existinggTBUTBT U Print customers with children • Promote new brands and merchandise 12

Significant Investments Across Stores, E-commerce, Systems and Distribution / Fulfillment Ability to capitalize on recent investments to drive traffic to our stores and website • Remodeled or refreshed ~90% of our 240 stores within the last 3 years Stores • Limited store capex requirements goingTBU forward, other than for new stores • Implemented new point-of-sale, order management, and website platform in late FY17 Systems • Enhanced customer relationship management, e-commerce and omni-channel capabilities TBU • Updating mobile application • Dedicated e-com fulfillment center Distribution • Online orders can also be served from and stores TBU Fulfillment • Along with broader assortment, we carry certain online-only styles 13

Driving Comparable Store Sales Growth Entering Q4 of FY2019, the Company produced 14 consecutive quarters of flat to positive comparable store sales growth. 14

Increase Operating Margins Continued opportunity to increase operating margins through scale efficiencies driven by comparable store sales growth combined with continuous process improvements 9 Largely fixed occupancy costs Leverage Fixed Costs through 9 Favorable buying costs due to scale Top-Line 9 Leverage our store management and Growth corporate overhead costs 9 Dedicated e-commerce fulfillment center Capitalize on 9 Upgraded e-commerce platform Previous 9 Upgraded point-of-sale, merchandise Investments allocation and merchandise planning systems 9 46 lease decisions to make in FY2020 Evaluate Real 9 Generally favorable leasing Estate environment Opportunities 9 Possibility of closing stores with unacceptable profitability 15 (1) Operating margin represents operating income as a percentage of net sales for the corresponding period. FY19 Estimate is subject to completion of the period.

Why Invest in TLYS? Driving Store Traffic and Comparable Store Sales Growth Growing E-com and Leveraging Omni-Channel Capabilities Opening New Stores Driving Brand Awareness Opportunity to Improve Operating Margins 16