Greetings, welcome to the Tilly's Inc First Quarter 2021 Earnings Results Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator instructions] I'll now turn the conference over to your host Gar Jackson. You may begin.

Good afternoon and welcome to the Tilly's fiscal 2021 first quarter earnings call. Ed Thomas, President and CEO and Michael Henry, CFO, will discuss the company's results and then host a Q&A section. For a copy of Tilly's earnings press release, please visit the Investor Relations section of the Company's website at tillys.com. From the same section, shortly after the conclusion of the call, you will also be able to find a recorded replay of this call for the next 30 days. Certain forward-looking statements will be made during this call that reflect Tilly's judgment and analysis only as of today, June 03, 2021 and actual results may differ materially from current expectations based on various factors affecting Tilly's business. Accordingly, you should not place undue reliance on these forward-looking statements. For a more thorough discussion of the risks and uncertainties associated with any forward-looking statements, please see the disclaimer regarding forward-looking statements that is included in our fiscal 2021 fourth quarter earnings release, which was furnished to the SEC today on Form 8-K, as well as our other filings with the SEC referenced in that disclaimer. Today's call will be limited to one hour and will include a Q&A session after our prepared remarks. I will now turn the call over to Ed.

Thanks Gar. Good afternoon, everyone. Thank you for joining us today. Fiscal 2021 is off to a record-setting start with our best first quarter net sales and earnings per share since becoming a public company in 2012. This follows ending fiscal 2020 with record quarterly net sales and our most profitable fourth quarter in the last eight years. We believe these results are being driven by a compelling merchandise offering, an excellent execution by our corporate and store teams, as well as several favorable environmental factors, including increased consumer activity generally, the impact of federal stimulus check on consumer spending, and return to in-person learning in many schools, the reopening of public venues. I'm going to discuss our fiscal 2021 performance relative to fiscal 2019 pre-pandemic first quarter as a better indicator of how our business performed. We expected our results to be significantly better than last year due to the pandemic-related store closures we . We experienced in the latter half of last year's first quarter, but we were pleasantly surprised at how strong our business performance was relative to any quarter of the last several years. Both physical stores and e-com produced double-digit positive comps in the first quarter, compared to fiscal 2019. Store comps were positive in all regions relative to 2019. In terms of merchandising, all departments were comp positive in the first quarter compared to fiscal 2019 with women's, men's, and girls posting double-digit percentage increases and boy’s footwear and accessories posting single-digit percentage increases. The atypical back-to-school timing during the first quarter resulted in an aggregate increase in backpack and denim sales of nearly $5 million over 2019 first quarter. Hard goods produced $2 million in total net sales during the first quarter, still very small as a percentage of our total business, but continuing to grow. Hard goods were in 70 stores at the end of the first quarter and our plan is for them to be in half of our stores by the end of the second quarter. We launched our sustainability program during the first quarter, which highlights the work we have been doing with our third party brands to curate a collection of more sustainable products that have a reduced impact on the environment. So far, we have introduced over 700 products on our website from brands like the North Face, Billabong, Levi’s, JanSport, Obey, Hydro Flask, Teva, and Adidas that contains sustainability features that increase the use of recycled materials or support other positive outcomes. We plan to grow this assortment to more than 1,000 products by the end of the third quarter. We're also currently working with our proprietary brand suppliers to encourage the use of recycled materials in certain of our RSQ-branded products. As an update on real estate, we continue to believe there are significant opportunities for us to grow our store footprint over time. We have added two additional new stores to fiscal 2021 since our last earnings call bringing the total new store count for the year to nine from seven. Eight of these stores have already opened. One store opened in early March, one opened in late April, and the remaining six opened in May. The ninth store is scheduled to open in early November. We're encouraged by the early results of these new stores and intend to continue to open a mix of both mall and off-mall stores over time, remaining very selective as we do and only with what we believe to be appropriate ramp economics relative to the retail environment that continues to produce negative customer traffic to 2019. Turning to the second quarter of fiscal 2021, again relative to fiscal 2019, due to the varying periods of pandemic store closures we experienced last year, total comparable net sales increased 30% through May 31. We have experienced a significant shift in business towards stores and away from e-com over the last several weeks, which has resulted in an e-com comp turning negative since April week two compared to last year, but still up nearly 85% relative to fiscal 2019. We are encouraged by the strong performance of our business thus far in fiscal 2021, and we remain excited about the long-term future of Tilly's business and its prospects for continuing profitable growth. I will now turn the call over to Mike to provide details on our first quarter operating performance. Mike?

Thanks Ed. Good afternoon, everyone. Details of our first quarter operating performance compared to last year's first quarter were as follows. Total net sales were a record $163.2 million for our first quarter, an increase of $85.9 million or 111% compared to $77.3 million last year. Total net sales from physical stores were $127.7 million, an increase of $80.7 million or 172% compared to $47 million last year, primarily due to all stores being closed for the latter half of the first quarter last year as a result of the COVID-19 pandemic. Net sales from physical stores represented 78.3% of our total net sales for the first quarter compared to 60.8% of total net sales last year. E-commerce net sales were $35.5 million, an increase of $5.1 million or 17% compared to $30.3 million last year. E-com net sales represented 21.7% of total net sales compared to 39.2% of total net sales last year. Compared to last year, E-com comps were up 39% in February, up 40% in March, then down 13% in April as a result of the significant shift in business towards stores that Ed just noted. We ended the first quarter with 238 total stores compared to 239 total stores at the end of the first quarter last year. During the first quarter of fiscal 2021, we opened two new stores and permanently closed two stores. For additional reference, we're also providing comparable net sales results relative to fiscal 2019 to help clarify how our first quarter business performance compared to pre pandemic levels. In that light, total comparable net sales for the first quarter of fiscal 2021 compared to the first quarter of fiscal 2019 increased 21.9% with comparable net sales from physical stores up 11.7% and e-commerce net sales up 80.4%. In the first quarter of fiscal 2019, total net sales from physical stores represented 84.9% of our total first quarter net sales, while net sales from e-commerce represented 15.1% of our total first quarter net sales. Gross profit, including buying, distribution, and occupancy expenses was $54.8 million or 33.6% of net sales compared to $1.6 million or 2.1% of net sales last year. Product margins improved by 930 basis points, primarily due to the prior year impact of an estimated inventory reserve of $4.7 million recorded during last year's first quarter when all stores were closed. Setting aside the prior year reserve impact, product margins improved by 330 basis points on a comparable basis, primarily as a result of a lower total markdown rate. Buying, distribution, and occupancy costs improved by 2,220 basis points collectively, despite increasing by $1.5 million in total due to leveraging these costs against a much higher level of net sales this year compared to last year's store shutdown period. Occupancy costs improved by 1,700 basis points as a percentage of net sales and were reduced by $0.5 million compared to last year. Distribution expenses improved by 450 basis points as a percentage of net sales, despite increasing by $1.6 million. Buying costs improved by 70 basis points as a percentage of net sales despite increasing by $0.5 million. Total SG&A expenses were $40 million or 24.5% of net sales compared to $30 million or 38.8% of net sales last year. The 1,430-basis-point improvement in SG&A as a percentage of net sales was primarily due to leveraging the higher level of expenses against a much higher level of net sales as a result of all stores being in operation for the entirety of the first quarter compared to only half of last year's first quarter. Of the $10 million increase in SG&A, $6.2 million was attributable to store payroll and related benefits due to operating all stores for the entirety of this year's first quarter. $1.5 million was attributable to corporate bonus accruals due to exceeding our budgeted targets thus far in fiscal 2021. $1.2 million was attributable to increased e-com marketing costs. $1.2 million was attributed to increased corporate payroll and related benefits due to the employee staffed this year, compared to significant furloughs during last year's store shut down period. $0.8 million was attributable to increased credit card fees associated with significantly higher net sales and $0.5 million was due to increased insurance premiums. These increases were partially offset by a $1.6 million reversal of a disputed California sales tax assessment originally recorded during the third quarter of fiscal 2020 that we were able to successfully resolve in our favor. Operating income improved to $14.9 million or 9.1% of net sales compared to an operating loss of $28.4 million or 36.7% of net sales last year as a result of the combined impact of the factors just noted. Other expense was $0.1 million compared to other income of $0.4 million last year, primarily due to earning lower interest rate on our investments and approximately $0.2 million in costs associated with our new ADL credit facility. Income tax expense was $3.8 million or 25.7% of pre-tax income compared to an income tax benefit of $10.6 million or 37.9% of pre-tax loss last year. Net income improved to $11 million for $0.36 per diluted share, also a record for our first quarter for us as a public company compared to a net loss of $17.4 million or $0.59 per share last year. Weighted average shares were 30.5 million this year compared to 29.7 million last year. Turning to our balance sheet, we ended the first quarter with total cash and marketable securities of $157.6 million, including $0.8 million of remaining withheld store lease payment and no debt outstanding. This compared to $111.1 million at the end of the first quarter last year, which included $13.3 million in withheld store lease payment and $23.7 million of borrowed cash under our then existing credit facility. We ended the first quarter with inventories per square foot down 2.6% relative to last year, but up 8% relative to fiscal 2019 as we seek to support the current momentum of our business. Total capital expenditures for the first quarter were $5.5 million compared to $3.5 million last year, the increase being primarily due to new store openings this year. Turning to the second quarter of fiscal 2021 as I noted earlier, total comp sales through May 31 increased 30.2% versus the comparable period of fiscal 2019. This result is comprised of a comparable net sales increase from physical stores of 21.1% and an increase in e-commerce net sales of 84.6%. Based on current trends and given the varying periods of store closures we experienced during last year's second quarter as a result of the pandemic and assuming stores in e-com are able to remain in operation this year, we would expect our total net sales and earnings per share for the second quarter this year to be improved relative to the second quarters of both fiscal 2020 and 2019. We expect to have 244 total stores open at the end of the second quarter, which compares to 238 at the end of last year, second quarter and 229 at the end of fiscal 2019 second quarter. We believe that drawing specific conclusions from comparative financial performance against last year's results can be misleading given the various impacts of the pandemic and it is challenging to predict future performance trends with any certainty due to many continuing unknowable factors in the current environment. These factors include, but are not limited to how the pandemic may continue to impact consumer habits, how the continuation or sustation of federal or state and local stimulus payment may continue to impact consumer spending, how store performance will compare relative to fiscal 2020 and 2019 over a longer period of time, particularly against last year's strong results upon the initial reopening of stores, which occurred on a staggered basis over several months, beginning in mid May last year, how e-com will perform relative to significant increases in e-com net sales we experienced during the bearing periods of store closures during fiscal 2020, whether or not we will have a more typical back-to-school season this year, which usually begins in late July and whether any of the first quarter business we did in traditional back-to-school product categories will represent a pull forward of typical back-to-school spending, or if these first quarter sales will be incremental to what we hope will be a more normal back-to-school to full season this year. In light of these and other uncertainties, we will not be providing any specific earnings guidance at this time beyond our statement that we expect second quarter results to be improved compared to the second quarter of fiscal 2020 and 2019 operator. Operator, we'll now go to our Q&A session.

Thank you. At this time, we will be conducting a question-and-answer session. [Operator instructions] Our first question comes from Matt Koranda with ROTH Capital Partners. Please proceed with your question.

Hey guys, thanks and great quarter. Just wanted to talk about margin flow through on the 38% comp that you're seeing quarter to date, just maybe if you could discuss it around merchandise margins, I would assume they stayed relatively strong relative to Q1, and then maybe just, if you could talk about how buying distribution and occupancy costs are kind of moving through the quarter here.

Sure. So, there's a couple of odd things as we think about last year. I noted in my prepared remarks, the first-quarter impact of the estimated reserve that we took, the $4.7 million when all of our stores were closed, we didn't know yet how long most of them would stay closed and thought we were going to have to be a heck of a lot more promotional than we ended up being in reality. So, during the second quarter last year, our product margins were up. I think it was 360 basis points, which was an unusual, favorable movement for us. You've followed us awhile, usually our product margins don't move around a whole lot from versus prior year plus or minus 100 basis points is pretty typical for us. We tend to have pretty stable product margins, but last year it was up 360 basis points. So given the level of full price selling that took place relative to those items we had already reserved in the first quarter, there is an unusually high level of product margins in last year's second quarter. So, I do anticipate that our second quarter product margins will be down to last year and could be -- and remains to be seen what happens the rest of the quarter, but it could be as much as that original 360 unusual swing to the positive. May or may not happen, it depends on how the rest of the quarter plays out. On occupancy distribution, those kinds of things, we should still see -- with the level of sales we're seeing, we should still see some leverage on both distribution and occupancy. The dollars will be up to some degree though distribution certainly with all stores being open this year versus all stores being closed for the first two weeks of May, and a lot on into June before they reopened last year, we've got a full quarter of distribution operations this year. So, those dollars are going to be higher. We have the eight store openings that have already happened that Ed referenced in his remarks that it'll be raw dollar increases in occupancy because of the added stores, and again because of the operation of all stores all quarter long, occupancy isn't just store rents, it’s also things like utilities and telephone and security and other things like that, that will cause a dollar increase in those items. And then just thinking about SG&A, there'll also be a much more substantial dollar increase in SG&A, exact numbers to be seen depending on how sales behave the rest of the quarter, which I can't predict, but it still should be a larger dollar increase in SG&A than what we saw in Q1. Again, with all stores being in operation it's a -- the second quarter is typically a larger revenue quarter than the first quarter. Even though this first quarter we just finished was unusually strong, if that pattern holds, then Q2 is a larger revenue than Q1, there is going to be an even larger increase in store payroll than we saw in Q1. There'll be more bonus accruals coming because we are definitely exceeding our budget targets for the year, so those are some of the puts and takes; and again the specifics are just impossible to predict with not knowing all the answers to the list of questions that I called out.

Thank you. Our next question comes from Jeff Van Sinderen with B. Riley. Please proceed with your question.

Hi everyone, and let me just say first, terrific work managing through the worst, we hope was the worst of the pandemic and congratulations on the great metrics for Q1. I guess my first question, just kind of following up on supply chain, is there more color you can give us relevant to what you're seeing in supply chain? I guess where are the challenges if any and what areas are improving and how are you managing inventory for what is usually the kind of the traditional back to school period within the confines of kind of whatever supply chain dynamics you're dealing with at this point?

Well, the port delays on the West coast still remain an issue. In the scheme of things, overall materiality is low compared to what total receipts are expected to be. We don't have much color in terms of when the port situation improves, but certainly we're monitoring it, and we did plan on bringing in some inventory for back to school a little earlier than norm to compensate for the potential delays, but I feel pretty good about where our inventory is right now and where it's going to land.

Okay, good and then I guess just, it sounds like you're starting to see a little bit of a shift here from e-com back to brick and mortar. So, I guess, how are you thinking about that for the remainder of Q2, and then I guess as we kind of think more about Q3 also as we wrap up the back-to-school period, traditional back-to-school period, how are you thinking about that?

I think obviously Jeff, we are going against huge increases in e-com last year. Because of the store closures we got the benefit on e-com. Some of it was due to the shift in buying. So, we expected somewhat of a little bit of a temporary slowdown, but I think both channels will continue to improve as we get through the second quarter into back to school. I'm pretty confident on that and traffic generally, foot traffic in stores is still down, but we're seeing some really good number, decent numbers there. They continue to improve, and I think one of the things that surprised me the most is the new store openings, we didn't know what to expect because it's just not normal out there, and the new stores that we've opened have exceeded plan so far since they opened. So, I'm really excited about that. So I think it's going to be a combination of a lot of factors I there's like Mike mentioned, our full price selling has been really good. So we're not driving any of our business, whether its e-com or stores through anything unusual promotionally and we've seen quite a bit of the competition online in particular, be a lot more promotional than we are. We have to Evan [ph], but I think our full-price selling will continue to be very strong.

Well, you don't need to promote when your merchandise content is as good as yours is at least not, maybe not as much as some others. So just as a follow-up to that, because you're seeing the new store openings exceed plan, is that shifting your thoughts about, I guess your plans for a store opening as you think out maybe a year from now? I know you said you added, I think what was it, two stores to your plan for this year? Is that change? Is that changing your thinking at all?

It was -- there's definitely, I'm more -- we are more optimistic about physical store openings going forward and we've always had a pipeline, but we really didn't touch much of the pipeline of potential, still as during the pandemic and certainly we're we looking at that now, we have a decent pipeline. We want to take advantage of great spaces at incredibly low economics and we're going to maintain our discipline, all our wisdom, I can’t open any stores, unless the economics are right. But certainly I think we're probably in a different mindset now in terms of opening stores, than we were six months ago, for sure.

Okay, great. Thanks for taking my questions and continued success. Thanks, Jeff.

Thank you. Our final question comes from Mitch Kummetz with Pivotal Research. Please proceed with your question.

Yes, thanks. Congrats for me as well. Thanks for taking my questions. I guess I just have a couple Mike, I was hoping you could give us for the quarter, the two year comp by month.

Do I have that? I don't have that real handy on a stack basis.

How long ago do you know if you know, 8 of March was the strongest month or April? And obviously we have the main number. I'm kind of curious how things sort of move from March, April to May. Do you happen to know kind of, off the top of your head without having the numbers in front of you?

I don't, I'd have to look at others. There are so many different versions of things we've been looking at relative to 2020, relative to 2019 as a normal year that I'd have to look up to two years.

Ed, could you, could you maybe address how purchasing behavior is changing if at all, is we're kind of starting to come out of, COVID just in terms of what your consumers are buying. Is that, is it changing at all from three, six months ago? Or is it kind of continuing along the same lines?

I think it's starting to get back to what, the way it was pre pandemic. So you know, I think that certainly there was pent up demand. I think for the young adult and teenage customer, they are hungry for newness and we've given them quite a bit of newness and both men's and women's so I think that's, that's helping, so I don't see it materially changing Mitch.

Okay. You mentioned denim in your prepared remarks. I always think of you guys as being a good denim resource. I'm just curious, did you, are you seeing out performance in your, in your denim business and you kind of, can you kind of remind us how denim performed for you through the pandemic? I feel like there was kind of maybe a little bit of a shift away from denim to things like fleas that are maybe more comfortable as a sort of lounging around the home and I'm just kind of curious how those things are standing right now?

Denim is really strong, has been strong. It was okay. It was okay during the pandemic, but that stronger as time went on and our primary brand denim rescue is why not five top two brands in the company. It's, it's brought, brought a merchandise mix them just denim, but it's very strong and it's good. So and I expect that to continue to go back to school.

Our next question is from Alec Vesey with William Blair. Please proceed with your question.

Yeah. Hey guys. Thanks. This is Alec on for Sharon now. Thanks for taking the questions and I just said a couple of quick ones, first cause could you maybe talk about any of your early reads you have into the back to school season? Given many regions have announced like a full resumption of classes in the fall, anything deeper you have there?

I think so far with the back to school dates, we've been to confirm it. It does look like we may have a fairly normal back to school season. That's, that's what we're, we're guessing and planning on at this stage. Most stores, we haven't been able to get confirmed back to school dates yet, but the ones that we have received to this stage look like they're pretty darn normal in terms of their timing. So I think just given where, where things are across the country, I think it's probably more likely than not that we'll see something much closer to a typical back to school season. That's my best guess right now

Okay, great. Great and then just kind of, I guess, following up on that one given me said that maybe there's not much more, you can say here by giving you said that the ones that you have been able to see confirmation is there anything you have on more of a region, a regional basis and now you said that all the stores are comping positively in all regions over 2019, but any, anything specific to call out there?

No, not really and even within the same geographic region, the back-to-school dates are all over the place, so there's nothing that we can look at and say, okay you know, forecast X based on what we're saying, but what we are saying enough and then that stores and enough geographic areas it's relatively positive.

Thank you. Our final question is a follow-up from Matt Koranda with ROTH Capital Partners. Please proceed with your question.

Hey guys, thanks for letting me back in the queue here. For some reason my call dropped; So just wanted to get a little bit more color on your thought process on the special dividend. So it seems clear that cash levels are super healthy here and we've got pretty decent visibility. It seems like to maybe a more normalized back to school season. Are there any further impediments in your mind to the special dividend beyond just sort of the typical stuff around the revolver and the constraints you have there and then I noticed, I guess the last couple of special dividends you paid, it looked like about a quarter of the cash balance was paid out in terms of the special dividend. Is there, is that a reasonable rule of thumb to use if we kind of think about it and when you decide to pay one, the would that be the way to think about it?

So the last three special dividends we've done were each $1 per share and so the aggregate number of shares outstanding is, is a little over $30 million, $30.1 million as we sit here today. So if we were to do one and it happened to be a similar rate, it would, it would be somewhere about $30 million to $31 million. If the board chose to keep it at the same level that it has been the last few times we are officially precluded from issuing any dividends until the one-year anniversary of our ABL credit facility, which is November 9 for the time being. Our board talks about these things, literally every quarterly board meeting is as we look at things, so there'll be discussing this again. Actually next week is our normal quarterly board meeting and it will be a topic of discussion. Certainly we feel very good about how the businesses are performing so far in 2021 and certainly see the strength in our balance sheet. So there's nothing I can say beyond that at the moment, other than I'm sure the topic will be revisited and we'd be able to share more once anything was decided.

Ladies and gentlemen, we have reached the end of the question answer session. I will now turn the call over to Ed Thomas for closing remarks.

Thank you all for joining us on the call today. We look forward to sharing our second quarter results with you in early September. Have a good evening. Thank you.

This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation. Have a wonderful evening.