<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                            January 30, 2025

W. Michael Madden
Chief Financial Officer
Kirkland's, Inc.
5310 Maryland Way
Brentwood, Tennessee 37027

       Re: Kirkland's, Inc.
           Form 10-K for Fiscal Year Ended February 3, 2024
           Form 10-Q for the Fiscal Period Ended November 2, 2024
           File No. 000-49885
Dear W. Michael Madden:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-Q for the Fiscal Period Ended November 2, 2024
Notes to Condensed Consolidated Financial Statements
Note 9 - Long-Term Debt, page 12

1.     Under "Collaboration Agreement fees" in note 1 you state you recorded
the proceeds
       from these fees as debt. Please tell us the amount of the proceeds you
received for
       these fees and how the amount of the debt recognized for these fees
relates to the
       amount of debt recognized as long term debt in this note. Also, tell us
what you
       recorded as the offsetting debit of the journal entry when you recorded
these fees as
       debt.
2.     Please reconcile the carrying amounts of the respective non-convertible
and
       convertible term loans disclosed here at November 2, 2024 with the those
disclosed in
       note 5 of the same date.
 January 30, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 15

3.     In the analysis of gross profit, you disclose distribution center costs
decreased for the
       quarter period due to improved levels of cost capitalization in
inventory in the current
       year period compared to the prior year quarter and decreased for the
year to date
       period due to smooth inventory flow. Please explain to us and disclose
as appropriate
       why and how these factors affected distribution center costs. In
particular, explain to
       us the basis for improved levels of cost capitalization.
Form 10-K for Fiscal Year Ended February 3, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Fiscal 2023 Compared to Fiscal 2022
Gross profit, page 30

4.     You mention here lower inventory levels impacted merchandise margin,
outbound
       freight costs and distribution center costs. Please explain to us and
disclose as
       appropriate how inventory levels affect these cost items. Additionally,
explain to us
       and disclose as appropriate how improved product flow affected
merchandise margin
       as disclosed.
Non-GAAP Financial Measures, page 31

5.     You presently reconcile "EBITDA" to operating loss. Please revise
wherever
       presented to reconcile EBITDA to reported net income/loss pursuant to
Question
       103.02 of our Non-GAAP Financial Measures Compliance and Disclosure
       Interpretations (C&DI).
6.     We note asset impairment is an adjustment in arriving at your non-GAAP
measure
       "EBITDA." Please either remove this adjustment or revise to label the
measure as
       "Adjusted EBITDA" wherever presented. Refer to Question 103.01 of the
Non-
       GAAP Financial Measures C&DI.
7.     Wherever presented please revise to present a separate reconciliation
for "Adjusted
       operating loss" to its most directly comparable GAAP measure of
operating loss
       pursuant to Item 10(e)(1)(i)(B) of Regulation S-K.
 January 30, 2025
Page 3
Liquidity and Capital Resources
Cash flows from operating activities, page 32

8.     You state changes in working capital partially offset the positive
impact of improved
       operating performance. Please discuss specific working capital item(s)
and respective
       underlying factors materially contributing to this offset. In
particular, it appears the
       change between periods in "prepaid expenses and other current assets"
materially
       contributed to the change in operating cash flows. Refer to the
introductory paragraph
       of section IV.B and all of section B.1 of Release No. 33-8350 for
guidance, and
       quantify factors cited pursuant to section III.D of Release No. 33-6835
(501.04 of the
       staff   s Codification of Financial Reporting). Also, discuss specific
material impacts of
       working capital in interim periods to the extent working capital is
cited as a factor for
       changes in operating cash flows (e.g., inventories in the Form 10-Q for
the period
       ended November 2, 2024).

        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

       Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at
202-551-3309
with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
</TEXT>
</DOCUMENT>
