Good day ladies and gentlemen and welcome to the Tilly's Incorporated Fourth Quarter Fiscal 2013 Results Conference Call. Today's conference is being recoded. And I will now turn the conference over to Ms. Anne Rakunas of ICR. Please go ahead Ms. Rakunas.

Thank you and good afternoon, everyone. Thank you for joining us today to discuss Tilly's fourth quarter and fiscal 2013 earnings results. On today's call are Daniel Griesemer, President and CEO, and Jennifer Ehrhardt, CFO. A copy of today's press release is available in the Investor Relations section of Tilly's website at tillys.com. Shortly after we end this call, a recording of the call will be available as a replay for 30 days in the Investor Relations section of the company's website. I'd like to remind you that certain statements that we will make in this presentation are forward-looking statements. These forward-looking statements reflect Tilly's judgment and analysis only as of today. The actual results may differ materially from current expectations based on a number of 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 the forward-looking statements to be made in this conference call and webcast, we refer you to the disclaimer regarding forward-looking statements that is included in our fourth quarter 2013 earnings release which is furnished to the SEC today on Form 8-K, as well as our filings with the SEC referenced in that disclaimer. We also note that this call contains non-GAAP financial information. We're providing that information as a supplement to information prepared in accordance with accounting principles generally accepted in the United States or GAAP, and you can find the reconciliation of these metrics to our recorded GAAP results in the reconciliation table provided in today's earnings release. Also for today's call, we have a limit of one hour, so when we get to the Q&A portion, please limit yourself to one question at a time to give others the opportunity to also have their questions addressed. And with that, I will turn the call over to Daniel Griesemer, Tilly's President and Chief Executive Officer. Dan?

Thank you, Anne, and good afternoon, everyone. Thank you for joining us today. On our call, I'll be providing you with an overview of our fourth quarter and full year performance and the key factors that drove our results. I will then provide an overview of our key initiatives for fiscal 2014. And then Jennifer will review our financial results in more detail and provide an outlook for the first quarter. I'll provide a few closing comments. And then we'll open up the call for your questions. While our fourth quarter results were as expected we are not satisfied with this level of financial performance. I’m however pleased with how we navigated the challenging retail environment which reflects the disciplined execution of our team. We controlled costs, appropriately positioned our inventory levels and adhered to a planned promotional strategy in the quarter that delivered better product margins than the prior year. We delivered earnings per share of $0.19 in the fourth quarter in line with our outlook. And we began the first quarter of fiscal 2014 with inventory well positioned at down 13.5% per square foot. We increased our cash balance in the year and our strong balance sheet reflects our disciplined approach to managing our business. We maintained our strict expense discipline throughout the year while we opened 27 new stores in fiscal 2013, increasing our square footage by approximately 15%. We remain debt free and expect our cash from operations to continue to fund our growth. Clearly, the continued challenges in the retail environment have impacted our sales as we have -- as they have [for e-] [ph] retail in general. Acknowledging the challenging landscape and our goal to grow earnings, we have developed three key initiatives for fiscal 2014 that we believe will lay the foundation for…

Thank you Dan and good afternoon everyone. For the fourth quarter, net sales decreased 0.6% to $139.9 million, $875,000 decrease compared to the fourth quarter of 2012 that included a 53rd week. Comparable store sales decreased by 4.9% compared to the same 13-week period in 2012 with a similar level of comps in guys, lower in footwear and accessories, while juniors and kids posted positive comps. Our e-commerce net sales grew 2% and 11% compared to the same 13-week and 52-week periods in 2012. When looking at e-commerce merchandise sales only, we had a meaningfully higher increase in both periods. Our fourth quarter comps we [saw a] [ph] lower traffic and to a lesser extent average transaction value, partially offset by increase in conversion. However, on a full year basis, we had increases in both average transaction value and conversion that partially offset lower traffic. Gross profit was $43.8 million or 31.3% of net sales compared to 33.3% of net sales in the fourth quarter of 2012. Appropriately positioned and managed inventory resulted in a 40 basis point increase in product margins which was offset primarily by a deleverage in buying, distribution and occupancy cost as a result of the negative comparable store sales. On a full year basis, product margins increased by 30 basis points. Selling, general and administrative expenses were $35.3 million or 25.2% of net sales, compared to an SG&A rate of 22.7% in the fourth quarter of 2012 and reflect $1.8 million of store asset impairment charges, store payroll deleverage on lower sales and comp and increased depreciation and other costs related to prior capital investments. Our operating margin was 6.1% compared to 10.5% in the fourth quarter of 2012, reflecting the previously discussed deleverage of buying, distribution, occupancy and store payroll cost, the store asset…

Thanks, Jennifer. This was a challenging year in which our financial performance was unsatisfactory. However, our team executed well given the headwinds we face and I am pleased with how we managed inventory, controlled cost and increased product margins in this environment. We increased our cash balance and maintained the strong debt balance while expanding the Tilly's brand into new markets. As we look to increase our market share and improved profitability in the long term, we are intensely focused on three key initiatives this year which include increased product differentiation and innovation, a great emphasis on Tilly's our digital platform and revolving our real estate strategy. We have a dedicated and collaborative team here at Tilly's and we are working hard to operate more effectively and efficiently at everything we do in this challenging and changing retail environment in order to drive quality, sustainable earnings over the long term. Before I close I would like to thanks everyone at Tilly's for their hard work and dedication this past year, our brands for their continued partnership and our shareholders for their continued confidence and support. I would now like to open up the call for your questions. Operator?

Good afternoon, everybody. This is Joe Bess for Dave. My question is on e-commerce. It sounds like you guys are seeing some nice growth there and you see it actually improving even beyond what you guys are previously anticipating for that portion of the business. Can you talk about some of the drivers behind that and what kind of revenue as percentage of total sales that could be in the future now?

Yes. Previously we'd communicated that we think it could be at least 15% of total sales. We really don’t have a limit on it. We just recognized that given all of the initiatives we have in place, our customers engagement and activity online and in mobile really indicates that there is a significantly greater opportunity than just 15% that we recognized that also as we continue to grow our store footprint. So the drivers to that are the drivers that have been in place now for quite some time as well as the whole new set of capabilities, but the drivers of it an expanded assortment, a more dominant, more compelling exclusive assortment of more brands, more categories, more styles from those brands, a very vibrant shopping experience and now with the completion of comprehensive kind of digital platform with the launch of our -- just final launch of our iPad app yesterday, that kinds of put in place some capability that we've been really setting up now for almost two years. And so we look now to be able to leverage those investments and get very good at the capabilities that we now have at our disposal and the things that I talked about around increasing our digital marketing spend and getting smarter about customer analytics and a whole host of things. So, we are very bullish on the potential and it syncs very nicely with our continued store growth and see them working hand-in-hand for the long-term.

Great. Thank you.

Thank you.

Our next question comes from Lindsay Drucker Mann with Goldman Sachs.

Hi. Good afternoon, guys.

Hi.

Hello.

I know that you are not giving full year earnings outlook but in light of some of the strategic initiatives you are talking about new differentiated product, new exclusives partnerships and the e-comm investment, can you talk about your SG&A plans for the full year, how we should be thinking about that or how we should be thinking about product margin given some of those investments?

Sure, Lindsay. Looking at SG&A, we're planning out with minimal cost increases aside for some of the initiatives that Dan discussed. And in the grand scheme of things, the lot of work put behind us initiatives that from an investment perspective, some of that is CapEx versus from an expense perspective, so little bit less on the expense side for those initiatives. But overall minimal cost increases in SG&A.

In product margin side, yeah?

Yeah. The Q1 guidance that is reflected does show improved product margin for the first quarter and we continue our strategy and focus for the year, will also be to deliver healthy product margins as well.

Okay. And on the outlet piece, Dan, maybe you can talk about first of all, where those outlets that you're looking to open in 2014 are going to be located, how you're thinking about the product that you will stock in outlet stores and how that sort of squares is how you are partnering with your vendors and how that squares with your strong view on protecting the brand from being overly discounted?

Sure. So, we are very excited about the opportunity we have before us, as part of the total store growth and it’s incorporated our plans for outlet are incorporated in our kind of total plans for fiscal 2014 and embedded in all that. Where will be the great outlet centers, either that are coming online or if that are already established? Outlet is not new to us. We have some 10 to 12 stores in outlet centers today that operate more as full-line stores than true outlets. So, we are very familiar with the venues, we are familiar with the business model, we’ve dedicated a team and have a unique store operations and product line that is a combination of purchases from our brands, again leveraging our tremendous relationships with our brands, purchases from our brands and our own private-label product that will be mixed in order to provide a relevant offering in a true outlet environment. So it's a combination of well priced branded and well priced private-label product, consistent with an overall outlet plan and we've been working with our brand partners on filling the pipeline with appropriate product in that regard. So, we are very excited about the opportunity and the unique store format and access to this vibrant channel.

(Operator Instructions) We’ll move on to Jeff Van Sinderen with B. Riley.

Good afternoon. And just had a follow-up on the ecomm business, Dan, maybe you can just give us a sense of how much that is of your business today and then also since it was up, I think you said 2%. Just wondering how you are thinking about that within the context of the broader shift that seemed to happen toward ecomm throughout the industry in Q4? Do you feel like you fell behind maybe a little bit in developing capabilities without and now you are kind of catching up with some of the initiatives you are doing? And then also maybe you can just touch on performance in terms of geography, where did you see a difference, were you using a difference in early 2014 on the weather, maybe touch on mall versus off-mall performance and then also if you could just touch on inventory being down, I think you said 13.5% per foot, how we should think about that? Thanks.

Okay. There is several, I think I got them. So, e-commerce ended up at 12% of the total business. For fourth quarter, it’s actually 14% of the total business. It's an extremely vibrant. We are very, very bullish about the potential there. The results of 2% are a little bit misleading because that’s net of a lot of pushes and pulls. But as a long and short of it is that that as we've mentioned, overall traffic certainly had an impact on the total business and it was not unique to outlet. It was obviously influencing the stores, but the real kind of headwind that we had was as we began the quarter with leaner inventory in fourth quarter. We talked about less clearance inventory and anticipating less clearance selling. Clearance is productive on outlet, but with less, I mean, on online but with less inventory I think the online business was more negatively affected. So, we actually began the first quarter with significantly less fall winter products and we know that had an impact on our sales, on e-commerce as well as anticipated and planned shipping promotions as part of our overall planned promotional strategy that also had an impact. So, we are very capable in this regard, feel very good about the things that we are doing. In fact, we’ve got initiatives that as I mentioned to enhance, further enhance mobile and desktop platforms going forward and a whole host of other initiatives to try to drive that business. There were not really many geography differences. I think you are kind of wondering if there was a difference in weather. Sure, weather impacted our stores that were impacted by weather and we see that, but it wasn't significant or material, that’s why we didn’t necessarily call it out…

Our next question will come from Steph Wissink with Piper Jaffray.

Hi. Good afternoon, everyone. Dan, just a clarifications, I want to make sure we’re interpreting your comment on differentiated merchandise correctly. You estimated you’ll expand that percentage of mix or is it just better emphasize that existing offering?

Actually, it’s both. So, it is an expansion. We are increasing the number of brands and increasing the number of products that are new or unique or exclusive, so it's a combination. And then we’re using both our digital capability and our catalog capability and in-store capability to communicate that newness more effectively. That includes newness and exclusivity from very large and well-established brands that are meaningful part of our business like Volcom and RVCA and Nike and all kind. So I'm not just referring to adding on a few small new brands, it's really across the board.

And if I may Dan, just following up on the comments around store size, you’re rethinking that pro forma. Can you just talk a little bit about some of the tests or the internal models that you’ve drawn up in terms of those store sizes? And I think I also heard you talked about localizing the store size. If you can just tell us a little bit about how you're thinking about the localization factor, how you’re assessing the appropriate size by market? Thank you.

Yeah, sure. So our store average is a blend of a variety of stores and the variety of sizes and markets and venue type. So with almost 200 stores open and stores ranging from around 4,000 square feet to over 10,000 square feet, we've got a lot of information and analytics to be able to look and see kind of what is optimal. Some of what you're seeing in this decrease in square footage is driven by the outlet store format, that’s included in that total number. And those are obviously smaller and appropriate for that venue type. But we’re also kind of saying well if it's a new market, it might be one size. If it’s mall versus an off-mall, you might see the same kind of relationships we've seen before, slightly some larger in off-mall, slightly smaller in mall. And it’s a heritage or established market, you’re certainly here in California where we continue to see great opportunity. We might see the store size be slightly larger. But you’re really tapped me, you’re asking questions about, this is really about customizing the right size for maximum efficiency to grab, create the best experience and deliver the best long-term profitability.

Our next question will come from Sharon Zackfia with William Blair.

Hi. I guess just a follow-up on some of the other questions. So talking about having more differentiated exclusive merchandise in the stores and then talking about outlet strategy seem to be a bit diametrically opposed. So if you could talk about, when you're thinking about the Volcom and some on of the world? And how you’re going to get more exclusive product from them? How are you sourcing and what kind of product will be expected to be seeing in the outlets? And are your channel partners, your brand partners comfortable with the idea of you pursuing both strategies?

Yes. They are and they really are diametrically opposed that and they're not really related. We've got a real great team of merchants that are driving the most relevant product for this action sports inspired customer across the broad range of brands and our own private label product in the full-line stores, which remains huge, the majority of the business. And we are launching an outlet specific format that gets us access to true outlet venues. And so that product will be uniquely sourced from our brands and from our own private label product. It's special purchases and things that are relevant and appropriate for the season and for the price point strategy and really don't get in the way of the full price execution that we have in the majority of the stores.

And we’ll move on to Betty Chen with Mizuho Securities.

Hi, there. It’s actually Alex Pham on for Betty. My question is just given the focus on sort of less clearance selling. Can you address any sort of marketing plan or traffic drivers the team has in place to compete with from the deeper discounts other retailers maybe offering? And then just in regards to the real estate strategy, are there any updates in terms of the longer-term store count or is that 500 store count (indiscernible)? Thanks.

Okay. I’ll take the second one very quickly. No, we haven’t backed off the long-term opportunity. What we as you can tell by looking at outlets, we’re including now the outlet opportunity as part of that. So the total number and the long-term potential still exist. Again there is no race and it's about bringing to the business only the deals that make absolute sense from a long-term market share and profitability standpoint. So that’s kind of how we’re thinking about the national opportunity that we've just opened stores recently in places like Albuquerque, New Mexico and Fort Wayne, Indiana, Fayetteville, North Carolina and Wichita, Kansas, all doing extraordinarily well. There remains a huge opportunity for this brand to be present throughout the country. So we will do that, but do it smartly and disciplined in very thoughtfully. In terms of less clearance selling, we expected that that might be a bit of a headwind. We talked about it for both our stores and for e-commerce as we began the fourth quarter. We are seeing that being the case currently. And we remain focused not on a promotional strategy but leveraging both our new digital capabilities and omni-channel capabilities, as well as what we think is continuously improving and more relevant product offering from the product exclusivities and innovation and creativity that we've been talking about as the real ways to drive this. But the combination of our digital capabilities across a loyalty program, mobile app and iPad app, a vibrant e-commerce platform, in-store digital capabilities, the mobile POS direct-to-consumer, the list goes on and on with things that we believe we have in our arsenal now, full complemented social media. All of it enable to drive the best results possible but in a very high caliber quality way.

Pamela Quintiliano with SunTrust has a next question.

Great. Thanks so much. I just have a few for you guys. First off, just one final on the differential between the outlet versus the full price. Can we talk about just if there's any overlap at all in the actual products that we would see in the stores? There should be an overlapping brand if I’m understanding correctly, but is there a 30% differential you're looking for in price points to make it appeal to a different customer base in the core full price customer or just how do we think about that?

Sure. So there are clearly overlaps in brands, but there is also going to be some overlap in product. We know from the 10 to 12 outlet stores, we have currently that the Tilly's brand and we've talked about this performs very well in a variety of venues. So that gives us the opportunity to take a look at that and see what sells well. And we know that own proprietary product or product that we have made for us, not necessarily under our own brand names but the brands make for us many of that, much of that can be relevant and appropriate and is well priced and appropriate for an outlet venue. So, I don't have specific percents for you to kind of nail that down, but suffice it to say that the offering will be meaningfully different and priced in an appropriately compelling way with margin structure and cost structure commensurate with outlets and we look for that to be even more profitable than the full-line venues. So it's a full outlet strategy. We look too small to be making for outlet at this stage, but we don't need to because we've got a lot of access to product from our brand partners.

But if you say at this stage, I will assume that means longer term that is an opportunity to some of the made for?

Completely as we scale the business, absolutely.

Okay. And then turning to the full price with the products brand initiatives, just where are you with that and when should we expect to see, a meaningful difference in the stores?

Well, so if you went into our stores today which I think look really compelling and I'm very excited to see what happens as we get into the real meaningful spring break in pre-Easter time period which is so important to the first quarter. You would see several new brands across men's and in juniors as well as in accessories and hard goods. You'd see some categories that are new and exciting versus once we had last year. But this is -- it's begun and will be increasing as the year goes on. So each quarter, I think we'll see more and more of it and that's kind of commensurate with the relationship of the business so much of our businesses in the back half for the year and we've got a lot of exiting initiatives there. And as I said, not just newness but additional and exclusive products and collaborations and category expansions, so we've got a lot of things going on and I'm very excited about.

Our next question, we will hear -- take a follow-up from Lindsay Drucker Mann with Goldman Sachs.

Thanks for taking the follow-up. I was hoping, first for just one housekeeping question for Jennifer. Can you tell us how much the 53rd week added and any and were the store impairments in COGS or SG&A? And then the second piece for Dan, just on your new store productivity by the -- I know that we don’t have great visibility to this because we only have limited metrics but it looks like that metric has fallen off for you guys in the last couple of quarters, can you just comment on how that's trending for you? Thanks.

Jenny, you want to take that?

Sure. Thanks, Lindsay. The 53rd week as we've talked about in the past, they did contribute about $5 million in top line sales and when you look at that from an operating income perspective, not a significant much of a impact by that. It was around $500,000 in operating income. And when you look at store impairments, you're asking the geography of that on our P&L. It does show up in SG&A.

Thanks.

And on this new store productivity, on average, new stores are performing relative to our established stores, the way they have performed for a long time. There is a variety of stores and malls and in off-malls across a variety of venues, some new markets and some established markets. But on total, we're very pleased and see, as I’ve mentioned to some recent examples of some just exceptional performance that indicates that new stores remain a huge growth vehicle for the company. There is no raise, so we're not rushing and we're not compromising what's right for the long-term but the relationship with new stores to the rest of the chain remains the same.

And we'll here again from Lorraine. We will take a question from Lorraine Hutchinson with Bank of America Merrill Lynch.

Hi. Thanks. It’s Paul Alexander for Lorraine. Dan, on the slower store growth rate, I believe you said the change will be near-term. Did you mean to say that just the near-term rate will be lower? Did you mean to say that at some point you might reaccelerate and if you are leaving it open for acceleration again in the future, what sign would you be looking for to reaccelerate either in the environment of your own business?

So the near-term could be short or long, it depends. And we'll just continue to read a variety of signals including the real estate landscape and see if there is any shakeout in the real estate landscape for the competitive set and how we continue to perform and watching very closely, reading to make sure that the new stores continue to perform as they have and as we need them to do in order to bring long-term profitability and growth. So, we're going to be very judicious, very thoughtful, only bring the stores, that makes sense and that number can flex up or down depending on a variety of factors. But it still remains a huge opportunity for us to grow and grab market share and increased profitability over the long-term.

And we'll move to Dave King with ROTH Capital Partners.

Hi. This is Joe again. Just a quick question, can you talk about what the sales mix is between men and women in Q4, and then just some of the growth drivers both negative and positive for those genders? Thanks.

Yes. So our business remains slightly larger male than female that hasn't really changed. It's a very diverse and broad based balanced business across a variety of ages and demographics and category. So without getting into a whole lot, we said that men's was kind of around that number, juniors was a little bit better and footwear and accessories was a little bit softer. But those relationships aren’t huge swings. They are just small variations on that. So there is not really all that much to call out in the total. Just, I think if you read it, the juniors business was a little bit better than men's and the footwear and accessories business was a little bit softer than the average.

And we'll hear again from Pamela Quintiliano with SunTrust.

Great. Just two quick follow-ups, Juniors, can you give us any information at all on what she was responding too given there just been this pervasive lack of fashion that people have spoken about, so it’s a nice call out that juniors are doing well for you guys? And also when we think about quarter-to-date, others have commented that with improving weather, they have seen improvements in traffic and conversion. Are you seeing any type of correlation there as well?

So, I guess, good weather helps and bad weather doesn't help and when it's all said and done, we are incorporating what we're seeing into our guidance for the quarter. So I don’t know how, probably not as much color as you'd like on that. But that's kind of how we’re thinking about it in so much of the quarter and so much of the indication of the things that we’re doing lies before us as we -- as we get into the peak spring break and Easter time period with the much later Easter this year as well as getting to the key summer time period. So we’ve got a lot to read here. So we’re going to remain with that view. In terms of juniors, we are -- I'm pleased with what's going on with the junior business to see the strengthening of that business. And if you were to go into our store right now, you would see some very clear trends, some very clear silhouette changes, some very clear print direction that's going on. So yeah, I think the team is doing a very good job there being trend right, fashion right and reacting to the variabilities that are inevitable in junior fashion.

All right. Thanks so much.

Thank you.

We’ll take another question from Jeff Van Sinderen with B. Riley.

I guess I just had a follow up on the level of clearance product. Just wondering, if we’re through moving toward the less clearance product in the stores and in the assortment at this point. And then also, I guess, how should we think about your promotional messaging plans going forward? Is that evolving in the full price stores?

Yes. We really get, if you think about it, inventories really got more in line with overall sales early in the third quarter. So we do have some of that, that we're up against somewhat diminishing way between now and then. So that’s kind of how you think about clearance, clearance inventory. The makeup of that inventory is critical to understand of how much cleaner it is right now of our winter product than it was a year ago. So that's a very healthy thing. Our promotional plans are really designed as you well know to try to just drive top line at whatever cost. Our inventory remains in line. So it’s not like what we need to be solving a lot of problems there. And our promotions really are around the key time periods, key categories or things that we have in our arsenal. We’ve tried several different things in the fourth quarter. We’re doing some different things with new capabilities currently and continued to test both online and offline a variety of things to continue to build capability in that regard because you well know we’re not a high-low discount play. This is about newness and relevance at a very good price and the relentless pursuit of that and then executing extremely well to make sure that product is as compelling as possible. Regular price performance in this business remains very high, very healthy and continues to confirm for us the strength of the business and business model as we -- as we move forward.

(Operator Instructions) Our next question will come from Janet Kloppenburg with JJK Research.

Hi Dan. How are you? Hi Jennifer.

Hi Janet.

Hi.

Hi. I’m sorry -- hi. I’m sorry I got on a little bit late. I was just wondering in the first quarter right now. Are you seeing any weakness across the mid single-digit comp. I know some of that's attributable to weather but would you say that some of it is concentrated in any particular product category, Dan or is it across the board?

No. Yes, it isn’t any particular product category. As we said, the relativities of the businesses, they are very large businesses of guys and juniors’ accessories, footwear and kids provide this very stable and diverse business. And so there's no one outlier in there. It's largely traffic -- traffic pattern from the customer that abates during natural selling time periods than seems to be -- variability we've been talking about now for a few quarters. So the -- this business model and our dynamic merchandise model, the ability to react to changes in fashion and trends and looks and brand selling is what helps us navigate this to keep the business balanced and relevant.

And ladies and gentlemen, that is all the time we have today for questions. Mr. Griesemer, I’ll turn the conference back to your for closing or additional remarks.

Okay. Thanks again for joining us and we look forward to discussing our first quarter results with you in late May. Thank you and have a good evening.

And again, ladies and gentlemen, that does conclude our conference for today. We thank you all for your participation.