Edgar Filing: KIRKLAND'S, INC

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Table of Contents

Table of Contents

Table of Contents

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Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended May 4, 2013,

¨	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file number: 000-49885

KIRKLAND’S, INC.

(Exact name of registrant as specified in its charter)


Tennessee		62-1287151
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

2501 McGavock Pike, Suite 1000
Nashville, Tennessee		37214
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 872-4800

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, no par value — 17,085,655 shares outstanding as of May 28, 2013.

KIRKLAND’S, INC.

TABLE OF CONTENTS


	Page
PART I — FINANCIAL INFORMATION:

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of May 4, 2013 (unaudited), February 2, 2013, and April 28, 2012 (unaudited)		3

Condensed Consolidated Statements of Income for the 13-week periods ended May 4, 2013 and April 28, 2012 (unaudited)		4

Condensed Consolidated Statement of Shareholders’ Equity for the 13-week period ended May 4, 2013 (unaudited)		5

Condensed Consolidated Statements of Cash Flows for the 13-week periods ended May 4, 2013 and April 28, 2012 (unaudited)		6

Notes to Condensed Consolidated Financial Statements (unaudited)		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		8

Item 3. Quantitative and Qualitative Disclosures About Market Risk		13

Item 4. Controls and Procedures		13

PART II — OTHER INFORMATION:

Item 1. Legal Proceedings		13

Item 1A. Risk Factors		13

Item 6. Exhibits		14

SIGNATURES		15

EXHIBIT 10.1

EXHIBIT 31.1

EXHIBIT 31.2

EXHIBIT 32.1

EXHIBIT 32.2

EXHIBIT 101

KIRKLAND’S, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	May 4, 2013 (Unaudited)			February 2, 2013			April 28, 2012 (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	74,111		$	67,797		$	73,162
Inventories, net		47,889			49,577			47,484
Income taxes receivable		1,015			—			—
Deferred income taxes		1,638			1,602			1,725
Prepaid expenses and other current assets		6,576			9,370			8,118

Total current assets		131,229			128,346			130,489
Property and equipment, net		76,964			78,499			61,414
Non-current deferred income taxes		—			—			1,150
Other assets		1,680			1,559			1,496

Total assets	$	209,873		$	208,404		$	194,549

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities: Accounts payable	$	20,933		$	21,642		$	18,050
Income taxes payable		—			520			1,931
Accrued expenses		21,719			21,009			18,637

Total current liabilities		42,652			43,171			38,618
Deferred rent		38,572			39,303			34,369
Non-current deferred income taxes		3,057			3,128			—
Other liabilities		5,206			4,927			4,264

Total liabilities		89,487			90,529			77,251

Shareholders’ equity:
Preferred stock, no par value, 10,000,000 shares authorized; no shares issued or outstanding at May 4, 2013, February 2, 2013, or April 28, 2012, respectively		—			—			—
Common stock, no par value; 100,000,000 shares authorized; 17,085,655; 17,078,092; and 18,170,236 shares issued and outstanding at May 4, 2013, February 2, 2013, and April 28, 2012, respectively		154,107			153,369			151,235
Accumulated deficit		(33,721	)		(35,494	)		(33,937	)

Total shareholders’ equity		120,386			117,875			117,298

Total liabilities and shareholders’ equity	$	209,873		$	208,404		$	194,549

The accompanying notes are an integral part of these financial statements.

KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)


	13-Week Period Ended
	May 4, 2013			April 28, 2012
Net sales	$	101,233		$	97,788
Cost of sales (exclusive of depreciation as shown below)		61,827			59,319

Gross profit		39,406			38,469
Operating expenses:
Compensation and benefits		19,928			19,296
Other operating expenses		12,851			12,988
Depreciation		3,791			3,015

Total operating expenses		36,570			35,299

Operating income		2,836			3,170
Interest expense, net		67			80
Other income, net		(61	)		(83	)

Income before income taxes		2,830			3,173
Income tax expense		1,057			1,218

Net income	$	1,773		$	1,955

Earnings per share:
Basic	$	0.10		$	0.11

Diluted	$	0.10		$	0.10

Weighted average shares for basic earnings per share:		17,083			18,269
Effect of dilutive stock equivalents		350			503

Adjusted weighted average shares for diluted earnings per share		17,433			18,772

The accompanying notes are an integral part of these financial statements.

KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(in thousands, except share data)


	Common Stock				Accumulated Deficit			Total Shareholders’ Equity
	Shares		Amount		Accumulated Deficit			Total Shareholders’ Equity
Balance at February 2, 2013		17,078,092	$	153,369	$	(35,494	)	$	117,875
Exercise of employee stock options and employee stock purchases		7,563		75		—			75
Stock-based compensation expense		—		663		—			663
Net income		—		—		1,773			1,773

Balance at May 4, 2013		17,085,655	$	154,107	$	(33,721	)	$	120,386

The accompanying notes are an integral part of these financial statements.

KIRKLAND’S, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	13-Week Period Ended
	May 4, 2013			April 28, 2012
Cash flows from operating activities:
Net income	$	1,773		$	1,955
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property and equipment		3,791			3,015
Amortization of landlord construction allowances		(1,312	)		(1,066	)
Amortization of debt issue costs		19			19
Loss (gain) on disposal of property and equipment		66			(5	)
Cash received for landlord construction allowances		2,653			1,271
Stock-based compensation expense		663			793
Excess tax benefits from exercise of stock options and restricted stock		—			(28	)
Deferred income taxes		(107	)		(110	)
Changes in assets and liabilities:
Inventories, net		1,688			(178	)
Prepaid expenses and other current assets		706			(485	)
Other noncurrent assets		(140	)		(212	)
Accounts payable		(709	)		(3,542	)
Income taxes refundable / payable		(1,535	)		(1,187	)
Accrued expenses and other current and noncurrent liabilities		1,005			(2,973	)

Net cash provided by (used in) operating activities		8,561			(2,733	)

Cash flows from investing activities:
Capital expenditures		(2,322	)		(4,109	)

Net cash used in investing activities		(2,322	)		(4,109	)

Cash flows from financing activities:
Refinancing costs		—			(7	)
Excess tax benefits from exercise of stock options and restricted stock		—			28
Exercise of stock options and employee stock purchases		75			65
Repurchase and retirement of common stock		—			(3,205	)

Net cash provided by (used in) financing activities		75			(3,119	)

Cash and cash equivalents:
Net increase (decrease)		6,314			(9,961	)
Beginning of the period		67,797			83,123

End of the period	$	74,111		$	73,162

The accompanying notes are an integral part of these financial statements.

KIRKLAND’S, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Basis of Presentation

Kirkland’s, Inc. (the “Company”) is a specialty retailer of home décor and gifts with 317 stores in 35 states as of May 4, 2013. The condensed consolidated financial statements of the Company include the accounts of Kirkland’s, Inc. and its wholly-owned subsidiaries, Kirkland’s Stores, Inc., Kirkland’s DC, Inc., Kirkland’s Texas, LLC, and Kirklands.com, LLC. Significant intercompany accounts and transactions have been eliminated.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals, considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 18, 2013.

It should be understood that accounting measurements at interim dates inherently involve greater reliance on estimates than those at fiscal year-end. In addition, because of seasonality factors, the results of the Company’s operations for the 13-week period ended May 4, 2013 are not indicative of the results to be expected for any other interim period or for the entire fiscal year. The Company’s fiscal year ends on the Saturday closest to January 31, resulting in years of either 52 or 53 weeks. All references to a fiscal year refer to the fiscal year ending on the Saturday closest to January 31 of the following year.

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from the estimates and assumptions used.

Changes in estimates are recognized in the period when new information becomes available to management. Areas where the nature of the estimate makes it reasonably possible that actual results could materially differ from amounts estimated include, but are not limited to impairment assessments on long-lived assets, asset retirement obligations, inventory reserves, self-insurance reserves, income tax liabilities, stock-based compensation, employee bonus accruals, gift card breakage, customer loyalty program accruals and contingent liabilities.

Note 2 — Income Taxes

An estimate of the annual effective tax rate is used at each interim period based on the facts and circumstances available at that time, while the actual effective tax rate is calculated at year-end. For the 13-week period ended May 4, 2013, the Company recorded an income tax expense of 37.3% of pre-tax income. In the prior year period, the Company recorded income tax expense of 38.4% of pre-tax income.

Note 3 — Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of shares outstanding during each period presented, which excludes non-vested restricted stock units. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding plus the dilutive effect of stock equivalents outstanding during the applicable periods using the treasury stock method. Diluted earnings per share reflects the potential dilution that could occur if options to purchase stock were exercised into common stock. Stock options that were not included in the computation of diluted earnings per share because to do so would have been antidilutive were 709,000 and 440,000 shares for the 13-week periods ended May 4, 2013, and April 28, 2012, respectively.

Note 4 — Commitments and Contingencies

The Company is party to pending legal proceedings and claims. Although the outcome of such proceedings and claims cannot be determined with certainty, the Company’s management is of the opinion that it is unlikely that these proceedings and any claims in excess of insurance coverage will have a material effect on the financial condition, operating results or cash flows of the Company.

Note 5 — Stock-Based Compensation

The Company maintains equity incentive plans under which it may grant non-qualified stock options, incentive stock options, restricted stock, restricted stock units, or stock appreciation rights to employees, non-employee directors and consultants.

No stock options or restricted stock units were granted during the 13-week periods ended May 4, 2013 or April 28, 2012. Total stock-based compensation expense (a component of compensation and benefits) was $663,000 for the 13-week period ended May 4, 2013, compared to $793,000 for the comparable prior year period. Compensation expense is recognized on a straight-line basis over the vesting periods of each grant. There have been no material changes in the assumptions used to compute compensation expense during the current quarter.

Note 6 — Related Party Transactions

In July 2009, the Company entered into an agreement with a related party vendor to purchase merchandise inventory. The vendor is considered a related party for financial reporting purposes because its principal is the spouse of the Company’s Vice President of Merchandising. During the 13-week periods ended May 4, 2013 and April 28, 2012, purchases from this vendor totaled approximately $6.4 million, or 14% of total merchandise purchases, and $5.8 million, or 12% of merchandise purchases, respectively. Included in cost of sales for the 13-week periods ended May 4, 2013 and April 28, 2012 were $6.2 million and $5.8 million, respectively, related to this vendor. Payable amounts outstanding to this vendor were approximately $3.3 million and $800,000 as of May 4, 2013 and April 28, 2012, respectively. The Company’s payable terms with this vendor are consistent with the terms offered by other vendors in the ordinary course of business.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (MD&A) is intended to provide an understanding of our financial condition, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the condensed consolidated financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company’s Annual Report on Form 10-K, filed April 18, 2013. The following discussion contains forward-looking statements that reflect the Company’s plans, estimates and beliefs. The Company’s actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to any differences include, but are not limited to, those discussed under the caption “Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” and under Part II, Item 1A — “Risk Factors”.

General

We are a specialty retailer of home décor and gifts in the United States, operating 317 stores in 35 states as of May 4, 2013. Our stores present a broad selection of distinctive merchandise, including framed art, mirrors, wall décor, candles and related items, lamps, decorative accessories, accent furniture, textiles, garden-related accessories and artificial floral products. Our stores also offer an extensive assortment of holiday merchandise during seasonal periods as well as items carried throughout the year suitable for gift-giving. In addition, we use innovative design and packaging to market home décor items as gifts. We provide our predominantly female customers an engaging shopping experience characterized by a diverse, ever-changing merchandise selection at prices which provide discernible value to the customer. Our stores offer a unique combination of style and value that has led to our emergence as a leader in home décor and has enabled us to develop a strong customer franchise.

During the 13-week period ended May 4, 2013, we opened one new store and closed seven stores. The following table summarizes our stores and square footage under lease:


	As of May 4, 2013		As of April 28, 2012
Number of stores		317		297
Square footage		2,321,868		2,068,702
Average square footage per store		7,325		6,965

13-Week Period Ended May 4, 2013 Compared to the 13-Week Period Ended April 28, 2012

Results of operations. The table below sets forth selected results of our operations both in dollars (in thousands) and as a percentage of net sales for the periods indicated:


	13-Week Period Ended
	May 4, 2013						April 28, 2012						Change
	$			%			$			%			$			%
Net sales	$	101,233			100.0	%	$	97,788			100.0	%	$	3,445			3.5	%
Cost of sales		61,827			61.1	%		59,319			60.7	%		2,508			4.2	%

Gross profit		39,406			38.9	%		38,469			39.3	%		937			2.4	%
Operating expenses: Compensation and benefits		19,928			19.7	%		19,296			19.7	%		632			3.3	%
Other operating expenses		12,851			12.7	%		12,988			13.3	%		(137	)		(1.1	%)
Depreciation		3,791			3.7	%		3,015			3.1	%		776			25.7	%

Total operating expenses		36,570			36.1	%		35,299			36.1	%		1,271			3.6	%
Operating income		2,836			2.8	%		3,170			3.2	%		(334	)		(10.5	%)
Interest expense, net		67			0.1	%		80			0.1	%		(13	)		(16.3	%)
Other income, net		(61	)		(0.1	%)		(83	)		(0.1	%)		22			(26.5	%)

Income before income taxes		2,830			2.8	%		3,173			3.2	%		(343	)		(10.8	%)
Income tax expense		1,057			1.0	%		1,218			1.2	%		(161	)		(13.2	%)

Net income	$	1,773			1.8	%	$	1,955			2.0	%	$	(182	)		(9.3	%)

Net sales. Net sales increased 3.5% to $101.2 million for the first fiscal quarter of 2013 compared to $97.8 million for the prior year period. The impact of net new store growth contributed an increase to net sales of $5.6 million. This increase in net sales was offset by a decline in comparable store sales, including e-Commerce sales, of 2.3%, accounting for a $2.1 million decline versus the prior year quarter. Comparable store sales decreased 1.2% in the prior year period. The e-Commerce business was up 19.1% versus the prior year period, while comparable store sales at brick-and-mortar stores were down 3.1%. For brick-and-mortar stores, the comparable store sales decrease was primarily due to a decrease in number of transactions, partially offset by a slight increase in the average ticket. The decrease in transactions resulted from a decline in traffic, partially offset by an increase in conversion. The increase in the average ticket reflected an increase in items sold per transaction, offset partially by a decline in average retail selling price. The merchandise categories contributing most to the comparable store sales decline were art, furniture and frames.

Gross profit. Gross profit as a percentage of net sales decreased from 39.3% in the first quarter of 2012 to 38.9% in the first quarter of 2013. The overall decline in gross profit margin was primarily due to a lower merchandise margin which decreased from 55.5% in the first quarter of fiscal 2012 to 55.1% in the first quarter of fiscal 2013. Merchandise margin is calculated as net sales minus product cost of sales (including inbound freight), inventory shrinkage, and loyalty reward program discounts. Merchandise margin excludes outbound freight, store occupancy and central distribution costs. The decrease in merchandise margin was primarily the result of higher inbound freight container rates, which accounted for a decrease in the margin of 1.0%. The decrease was partially offset by a reduction in promotional activity and markdowns. Store occupancy costs and outbound freight costs as a percentage of net sales were flat in the first quarter of 2013 as compared to the prior year period. Central distribution expenses increased slightly as a percentage of sales due to comparable store sales deleverage.

Compensation and benefits. Compensation and benefits expenses for stores decreased for the first quarter of fiscal 2013 as compared to the first quarter of 2012 due to better store-level payroll management. At the corporate level, the compensation and benefits ratio increased over the prior year period primarily due to increased incentive pay accruals.

Other operating expenses. Other operating expenses decreased in dollars and as a percentage of net sales versus the prior year period due primarily to a reduction in marketing expenses.

Depreciation. The increase in depreciation as a percentage of sales reflects an increase in capital expenditures in recent fiscal years and the implementation of major technology upgrades during fiscal 2012.

Income tax expense. We recorded income tax expense of approximately $1.1 million, or 37.3% of pre-tax income during the first quarter of fiscal 2013, versus approximately $1.2 million, or 38.4% of pre-tax income, in the prior year quarter.

Net income and earnings per share. As a result of the foregoing, we reported net income of $1.8 million, or $0.10 per diluted share, for the first quarter of fiscal 2013 as compared to net income of $2.0 million, or $0.10 per diluted share, for the first quarter of fiscal 2012.

Liquidity and Capital Resources

Our principal capital requirements are for working capital and capital expenditures. Working capital consists mainly of merchandise inventories offset by accounts payable, which typically reach their peak by the early portion of the fourth quarter of each fiscal year. Capital expenditures primarily relate to new store openings; existing store expansions, remodels or relocations; and purchases of equipment or information technology assets for our stores, distribution facilities and corporate headquarters. Historically, we have funded our working capital and capital expenditure requirements with internally generated cash and borrowings under our credit facility.

Cash flows from operating activities. Net cash provided by operating activities was approximately $8.6 million for the first quarter of fiscal 2013, compared to net cash used in operating activities of $2.7 million for the first quarter of 2012. Cash flows from operating activities depend heavily on operating performance, changes in working capital and the timing and amount of payments for income taxes. The change in the amount of cash provided by operations as compared to the prior year period was primarily the result of better inventory control and an increase in tenant allowance collections, combined with increased accounts payable and accrued expense balances, due to timing of payments.

Cash flows from investing activities. Net cash used in investing activities for the first quarter of fiscal 2013 consisted of $2.3 million in capital expenditures as compared to $4.1 million in capital expenditures for the prior year period. The capital expenditures in both periods primarily related to new store construction and information technology assets. During the first quarter of fiscal 2013, we opened one store compared to five stores during the first quarter of fiscal 2012. We expect that capital expenditures for all of fiscal 2013 will be approximately $20 to $23 million, primarily to fund the leasehold improvements of new stores, make improvements in our information technology infrastructure, and maintain our investments in existing stores and our distribution center.

Cash flows from financing activities. Net cash provided by financing activities was approximately $75,000 for the first quarter of fiscal 2013, and related to the exercise of employee stock options as well as employee stock purchases. Net cash used in financing activities was approximately $3.1 million for the first quarter of fiscal 2012, and primarily related to the repurchase and retirement of common stock, partially offset by the exercise of employee stock options, employee stock purchases, and the related tax benefits.

Revolving credit facility. On August 19, 2011, we entered into an Amended and Restated Credit Agreement, dated as of August 19, 2011 (the “Credit Agreement”), with Bank of America, N.A. as administrative agent and collateral agent, and the lenders named therein (the “Lenders”), replacing our prior credit agreement entered into in 2004. The Credit Agreement increased our senior secured revolving credit facility from $45 million to $50 million and extended the maturity date to August 2016. Borrowings under the facility bear interest at an annual rate equal to LIBOR plus a margin ranging from 175 to 225 basis points with no LIBOR floor. Additionally, a fee of 0.375% per annum is assessed on the unused portion of the facility.

Pursuant to the Credit Agreement, borrowings are subject to certain customary conditions and contain customary events of default, including, without limitation, failure to make payments, a cross-default to certain other debt, breaches of covenants, breaches of representations and warranties, a change in control, certain monetary judgments and bankruptcy and ERISA events. Upon any such event of default, the principal amount of any unpaid loans and all other obligations under the Credit Agreement may be declared immediately due and payable. The maximum availability under the facility is limited by a borrowing base formula which consists of a percentage of eligible inventory and eligible credit card receivables, less reserves.

Also on August 19, 2011, we entered into an Amended and Restated Security Agreement, dated as of August 19, 2011 with our Lenders. Pursuant to the Security Agreement, we pledged and granted to the administrative agent, for the benefit of itself and the secured parties specified therein, a lien on and security interest in all of the rights, title and interest in substantially all of our assets to secure the payment and performance of the obligations under the Credit Agreement.

As of May 4, 2013, we were in compliance with the covenants in the facility and there were no outstanding borrowings under the credit facility, with approximately $31.1 million available for borrowing.

At May 4, 2013, our balance of cash and cash equivalents was approximately $74.1 million. We do not anticipate any borrowings under the credit facility during fiscal 2013. We believe that the combination of our cash balances and cash flow from operations will be sufficient to fund our planned capital expenditures and working capital requirements for at least the next twelve months.

Related Party Transactions

In July 2009, we entered into an agreement with a related party vendor to purchase merchandise inventory. The vendor is considered a related party for financial reporting purposes because its principal is the spouse of our Vice President of Merchandising. During the first quarter of fiscal 2013 and 2012, purchases from this vendor totaled approximately $6.4 million, or 14% of total merchandise purchases, and $5.8 million, or 12% of merchandise purchases, respectively. Included in cost of sales for the first quarter of fiscal 2013 and 2012 were $6.2 million and $5.8 million, respectively, related to this vendor. Payable amounts outstanding to this vendor were approximately $3.3 million and $800,000 as of May 4, 2013 and April 28, 2012, respectively. Our payable terms with this vendor are consistent with the terms offered by other vendors in the ordinary course of business.

Significant Contractual Obligations and Commercial Commitments

Construction commitments

The Company had commitments for new store construction projects totaling approximately $800,000 at May 4, 2013.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies during fiscal 2013. Refer to our Annual Report on Form 10-K for the fiscal year ended February 2, 2013, for a summary of our critical accounting policies.

Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995

The following information is provided pursuant to the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Certain statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q are “forward-looking statements” made pursuant to these provisions. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Words such as “should,” “likely to,” “forecasts,” “strategy,” “goal,” “anticipates,” “believes,” “expects,” “estimates,” “intends,” “plans,” “projects,” and similar expressions, may identify such forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from the results projected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

The factors listed below under the heading “Risk Factors” and in the other sections of this Form 10-Q provide examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements.

These forward-looking statements speak only as of the date of this report and, except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

We caution readers that the following important factors, among others, have in the past, in some cases, affected and could in the future affect our actual results of operations and cause our actual results to differ materially from the results expressed in any forward-looking statements made by us or on our behalf.

•

If We Do Not Generate Sufficient Cash Flow, We May Not Be Able to Implement Our Growth Strategy.

•

If We Are Unable to Profitably Open and Operate New Stores, We May Not Be Able to Adequately Execute Our Growth Strategy, Resulting in a Decrease in Net Sales and Net Income.

•

Our Success Depends Upon our Marketing, Advertising and Promotional Efforts. If We are Unable to Implement Them Successfully, or if Our Competitors are More Effective Than We are, Our Revenue May Be Adversely Affected.

•

We May Not Be Able to Successfully Anticipate Consumer Trends and Our Failure to Do So May Lead to Loss of Consumer Acceptance of Our Products Resulting in Reduced Net Sales.

•

Our Results Could be Negatively Impacted if our Merchandise Offering Suffers a Substantial Impediment to its Reputation Due to Real or Perceived Quality Issues.

•

We Face an Extremely Competitive Specialty Retail Business Market, and Such Competition Could Result in a Reduction of Our Prices and a Loss of Our Market Share.

•

Product Liability Claims Could Adversely Affect Our Reputation.

•

Weather Conditions Could Adversely Affect Our Sales and/or Profitability by Affecting Consumer Shopping Patterns.

•

Our Performance May Be Affected by General Economic Conditions.

•

Changes in Accounting and Tax Rules and Regulations May Adversely Affect our Operating Results.

•

Our Freight Costs and thus Our Cost of Goods Sold are Impacted by Changes in Fuel Prices.

•

New Legal Requirements Could Adversely Affect Our Operating Results.

•

The Market Price for Our Common Stock Might Be Volatile and Could Result in a Decline in the Value of Your Investment.

•

Our Comparable Store Net Sales Fluctuate Due to a Variety of Factors.

•

Failure to Protect the Integrity and Security of Individually Identifiable Data of Our Customers and Employees Could Expose Us to Litigation and Damage Our Reputation; The Expansion of Our e-Commerce Business Has Inherent Cybersecurity Risks That May Result in Business Disruptions.

•

We Depend on a Number of Vendors to Supply Our Merchandise, and Any Delay in Merchandise Deliveries from Certain Vendors May Lead to a Decline in Inventory Which Could Result in a Loss of Net Sales.

•

We Are Dependent on Foreign Imports for a Significant Portion of Our Merchandise, and Any Changes in the Trading Relations and Conditions Between the United States and the Relevant Foreign Countries May Lead to a Decline in Inventory Resulting in a Decline in Net Sales, or an Increase in the Cost of Sales Resulting in Reduced Gross Profit.

•

Our Success Is Highly Dependent on Our Planning and Control Processes and Our Supply Chain, and Any Disruption in or Failure to Continue to Improve These Processes May Result in a Loss of Net Sales and Net Income.

•

Our Business Is Highly Seasonal and Our Fourth Quarter Contributes a Disproportionate Amount of Our Net Sales, Net Income and Cash Flow, and Any Factors Negatively Impacting Us During Our Fourth Quarter Could Reduce Our Net Sales, Net Income and Cash Flow, Leaving Us with Excess Inventory and Making It More Difficult for Us to Finance Our Capital Requirements.

•

We May Experience Significant Variations in Our Quarterly Results.

•

Our Hardware and Software Systems Are Vulnerable to Damage that Could Harm Our Business.

•

We Depend on Key Personnel, and if We Lose the Services of Any Member of Our Senior Management Team, We May Not Be Able to Run Our Business Effectively.

•

Our Charter and Bylaw Provisions and Certain Provisions of Tennessee Law May Make It Difficult in Some Respects to Cause a Change in Control of Kirkland’s and Replace Incumbent Management.

•

Concentration of Ownership among Our Existing Directors, Executive Officers, and Their Affiliates May Prevent New Investors from Influencing Significant Corporate Decisions.

•

If We Fail to Maintain an Effective System of Internal Control, We May Not Be Able to Accurately Report Our Financial Results.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not utilize financial instruments for trading or other speculative purposes, nor does it utilize leveraged financial instruments. There have been no material changes in the market risk factors from those disclosed in the Company’s Form 10-K for the year ended February 2, 2013.

ITEM 4.

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15(d)-(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) have concluded that as of May 4, 2013 our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Change in internal controls over financial reporting. There have been no changes in internal controls over financial reporting identified in connection with the foregoing evaluation that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

The Company is party to pending legal proceedings and claims. Although the outcome of such proceedings and claims cannot be determined with certainty, the Company’s management is of the opinion that it is unlikely that these proceedings and claims in excess of insurance coverage will have a material effect on the financial condition, operating results or cash flows of the Company.

ITEM 1A.

RISK FACTORS

In addition to factors set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cautionary Statement for Purposes of the ‘Safe Harbor’ Provisions of the Private Securities Litigation Reform Act of 1995,” in Part I — Item 2 of this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2013, which could materially affect our business, financial condition or future results. The risks described in this report and in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

ITEM 6.

EXHIBITS

(a)

Exhibits.


Exhibit No.		Description of Document
10.1		Amended and Restated 2002 Equity Incentive Plan

31.1		Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)

31.2		Certification of the Senior Vice President and Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)

32.1		Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2		Certification of the Senior Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

101		Interactive Data File (Quarterly Report on Form 10-Q, for the quarter ended May 4, 2013, furnished in XBRL (eXtensible Business Reporting Language))

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.


						KIRKLAND’S, INC.

Date: June 13, 2013						/s/ Robert E. Alderson
						Robert E. Alderson
						President and Chief Executive Officer (Principal Executive Officer)

Date: June 13, 2013						/s/ W. Michael Madden
						W. Michael Madden
						Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Description of Document

10.1		Amended and Restated 2002 Equity Incentive Plan

31.1		Certification of the President and Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)

31.2		Certification of the Senior Vice President and Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a)

32.1		Certification of the President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2		Certification of the Senior Vice President and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

101		Interactive Data File (Quarterly Report on Form 10-Q, for the quarter ended May 4, 2013, furnished in XBRL (eXtensible Business Reporting Language))

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company