UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended ~~October 31, 2015~~April 30, 2016

	or

¨	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: 1-4365

OXFORD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



Georgia		58-0831862
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309

(Address of principal executive offices) (Zip Code)

(404) 659-2424

(Registrant’s telephone number, including area code)

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 þ 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 þ 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer o	Non-accelerated filer ¨	Smaller reporting company ¨
		(Do not check if a smaller reporting company)

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

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



		Number of shares outstanding
Title of each class		as of ~~December 4, 2015~~June 3, 2016
Common Stock, $1 par value		~~16,581,320~~16,756,945

Table of Contents

OXFORD INDUSTRIES, INC.

INDEX TO FORM 10-Q

For the ~~Third~~First Quarter of Fiscal ~~2015~~2016



	Page

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)	4
Condensed Consolidated Statements of Operations (Unaudited)	5
Condensed Consolidated Statements of Comprehensive Income (Unaudited)	6
Condensed Consolidated Statements of Cash Flows (Unaudited)	7
Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1113
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3128
Item 4. Controls and Procedures	3129

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	3229
Item 1A. Risk Factors	3229
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3229
Item 3. Defaults Upon Senior Securities	3230
Item 4. Mine Safety Disclosures	3230
Item 5. Other Information	3230
Item 6. Exhibits	3230
Signatures	3330

Table of Contents

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Our SEC filings and public announcements may include forward-looking statements about future events. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all forward-looking statements contained herein, in our press releases or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Such statements are subject to a number of risks, uncertainties and assumptions including, without limitation, the impact of economic conditions on consumer demand and spending for apparel and related products, particularly in light of general economic uncertainty that continues to prevail, demand for our products, competitive conditions, timing of shipments requested by our wholesale customers, expected pricing levels, retention of and disciplined execution by key management, the timing and cost of store openings and of planned capital expenditures, weather, costs of products as well as the raw materials used in those products, costs of labor, acquisition and disposition activities, expected outcomes of pending or potential litigation and regulatory actions, access to capital and/or credit markets, our ability to timely recognize our expected synergies from any acquisitions we pursue (including our recent acquisition of Southern Tide) and the impact of foreign ~~losses~~operations on our consolidated effective tax rate. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for Fiscal ~~2014~~2015, ~~as updated by Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the Second Quarter of Fiscal 2015,~~ and those described from time to time in our future reports filed with the SEC. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

DEFINITIONS

As used in this report, unless the context requires otherwise, “our,” “us” or “we” means Oxford Industries, Inc. and its consolidated subsidiaries; “SG&A” means selling, general and administrative expenses; “SEC” means U.S. Securities and Exchange Commission; “FASB” means Financial Accounting Standards Board; “ASC” means the FASB Accounting Standards Codification; ~~and~~ “GAAP” means generally accepted accounting principles in the United ~~States.~~States; and "Discontinued operations" means the assets and operations of our former Ben Sherman operating group which we sold in July 2015. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses or other information in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group. Additionally, the terms listed below reflect the respective period noted:



Fiscal 2017		53 weeks ending February 3, 2018
Fiscal 2016		52 weeks ending January 28, 2017
Fiscal 2015		52 weeks ~~ending~~ended January 30, 2016
Fourth Quarter Fiscal ~~2014~~2016		5213 weeks ending January 28, 2017
Third Quarter Fiscal 2016		13 weeks ending October 29, 2016
Second Quarter Fiscal 2016		13 weeks ending July 30, 2016
First Quarter Fiscal 2016		13 weeks ended ~~January 31, 2015~~April 30, 2016
Fourth Quarter Fiscal 2015		13 weeks ~~ending~~ended January 30, 2016
Third Quarter Fiscal 2015		13 weeks ended October 31, 2015
Second Quarter Fiscal 2015		13 weeks ended August 1, 2015
First Quarter Fiscal 2015		13 weeks ended May 2, 2015
~~Fourth Quarter Fiscal 2014~~		~~13 weeks ended January 31, 2015~~
~~Third Quarter Fiscal 2014~~		~~13 weeks ended November 1, 2014~~
~~Second Quarter Fiscal 2014~~		~~13 weeks ended August 2, 2014~~
~~First Quarter Fiscal 2014~~		~~13 weeks ended May 3, 2014~~
~~First Nine Months Fiscal 2015~~		~~39 weeks ended October 31, 2015~~
~~First Nine Months Fiscal 2014~~		~~39 weeks ended November 1, 2014~~

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in thousands, except par amounts)

(unaudited)


	October 31, 2015			January 31, 2015			November 1, 2014			April 30, 2016			January 30, 2016			May 2, 2015
ASSETS
Current Assets
Cash and cash equivalents	$	6,558		$	5,281		$	6,275		$	6,974		$	6,323		$	8,913
Receivables, net	60,344			64,587			70,269			81,493			59,065			82,338
Inventories, net	120,559			120,613			118,105			143,641			129,136			114,376
Prepaid expenses, net	26,570			19,941			25,278
Deferred tax assets	26,406			24,424			21,767
Prepaid expenses										23,442			22,272			20,774
Assets related to discontinued operations, net	—			48,123			40,886			—			—			70,620
Total Current Assets	$	240,437		$	282,969		$	282,580		$	255,550		$	216,796		$	297,021
Property and equipment, net	183,482			146,039			143,480			185,971			184,094			149,279
Intangible assets, net	144,491			146,135			147,478			185,416			143,738			145,902
Goodwill	17,238			17,295			17,401			50,058			17,223			17,313
Other non-current assets, net	22,400			22,529			22,558			21,800			20,839			23,044
Assets related to discontinued operations, net	—			31,747			32,197
Total Assets	$	608,048		$	646,714		$	645,694		$	698,795		$	582,690		$	632,559

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	63,855		$	72,785		$	59,620		$	62,497		$	68,306		$	50,945
Accrued compensation	28,820			27,075			22,881			14,948			30,063			22,449
Income tax payable	—			5,282			440			4,367			1,470			14,697
Other accrued expenses and liabilities	24,049			24,921			22,421			27,558			26,666			29,170
Contingent consideration	—			12,500			12,431
Liabilities related to discontinued operations	6,208			17,379			14,436			—			2,394			18,208
Total Current Liabilities	$	122,932		$	159,942		$	132,229		$	109,370		$	128,899		$	135,469
Long-term debt	68,744			104,842			143,516			152,905			43,975			130,572
Other non-current liabilities	66,936			56,287			54,138			67,551			67,188			56,154
Non-current deferred income taxes	29,507			29,467			28,800
Deferred taxes										12,323			3,657			4,365
Liabilities related to discontinued operations	—			5,571			6,142			4,278			4,571			—
Commitments and contingencies
Shareholders’ Equity
Common stock, $1.00 par value per share	16,582			16,478			16,473			16,757			16,601			16,583
Additional paid-in capital	123,698			119,052			117,622			125,662			125,477			120,393
Retained earnings	185,850			185,229			172,907			214,798			199,151			198,333
Accumulated other comprehensive loss	(6,201		)	(30,154		)	(26,133		)	(4,849		)	(6,829		)	(29,310		)
Total Shareholders’ Equity	$	319,929		$	290,605		$	280,869		$	352,368		$	334,400		$	305,999
Total Liabilities and Shareholders’ Equity	$	608,048		$	646,714		$	645,694		$	698,795		$	582,690		$	632,559

See accompanying notes.

Table of Contents

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except per share amounts)

(unaudited)


	Third Quarter Fiscal 2015			Third Quarter Fiscal 2014			First Nine Months Fiscal 2015			First Nine Months Fiscal 2014			First Quarter Fiscal 2016		First Quarter Fiscal 2015
Net sales	$	198,624		$	201,178		$	709,708		$	671,294		$	256,235	$	260,394
Cost of goods sold	90,735			97,313			296,340			290,786			104,103		106,002
Gross profit	$	107,889		$	103,865		$	413,368		$	380,508		$	152,132	$	154,392
SG&A	112,694			102,891			355,337			323,674			124,166		122,680
Change in fair value of contingent consideration	—			69			—			206
Royalties and other operating income	3,639			3,483			11,032			10,052			4,040		3,770
Operating (loss) income	$	(1,166	)	$	4,388		$	69,063		$	66,680
Operating income													$	32,006	$	35,482
Interest expense, net	449			730			1,961			2,588			614		773
(Loss) earnings from continuing operations before income taxes	$	(1,615	)	$	3,658		$	67,102		$	64,092
Earnings from continuing operations before income taxes													$	31,392	$	34,709
Income taxes	(225		)	1,886			26,119			25,973			11,215		13,385
Net (loss) earnings from continuing operations	$	(1,390	)	$	1,772		$	40,983		$	38,119
Net loss, including loss on sale, of discontinued operations, net of taxes	(754		)	(1,846		)	(27,892		)	(8,155		)
Net (loss) earnings	$	(2,144	)	$	(74	)	$	13,091		$	29,964
Net (loss) earnings from continuing operations per share:
Net earnings from continuing operations													$	20,177	$	21,324
Loss from discontinued operations, net of taxes													—		(4,068		)
Net earnings													$	20,177	$	17,256
Net earnings from continuing operations per share:
Basic	$	(0.08	)	$	0.11		$	2.49		$	2.32		$	1.22	$	1.30
Diluted	$	(0.08	)	$	0.11		$	2.48		$	2.32		$	1.21	$	1.29
Net loss, including loss on sale, of discontinued operations, net of taxes, per share:
Loss from discontinued operations, net of taxes, per share:
Basic	$	(0.05	)	$	(0.11	)	$	(1.70	)	$	(0.50	)	$	—	$	(0.25	)
Diluted	$	(0.05	)	$	(0.11	)	$	(1.69	)	$	(0.50	)	$	—	$	(0.25	)
Net (loss) earnings per share:
Net earnings per share:
Basic	$	(0.13	)	$	—		$	0.80		$	1.82		$	1.22	$	1.05
Diluted	$	(0.13	)	$	—		$	0.79		$	1.82		$	1.21	$	1.04
Weighted average shares outstanding:
Basic	16,457			16,435			16,451			16,426			16,503		16,445
Diluted	16,457			16,435			16,544			16,461			16,617		16,525
Dividends declared per share	$	0.25		$	0.21		$	0.75		$	0.63		$	0.27	$	0.25

See accompanying notes.

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OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ in thousands)

(unaudited)

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014 First Nine Months Fiscal 2015 First Nine Months Fiscal 2014
Net (loss) earnings $ (2,144 ) $ (74 ) $ 13,091
$ 29,964
Other comprehensive income, net of taxes:

Foreign currency translation (loss) gain (57 ) (3,066 ) 24,699
(2,957 )
Net unrealized income (loss) on cash flow hedges —
634
(746 ) 442
Total other comprehensive (loss) income, net of taxes $ (57 ) $ (2,432 ) $ 23,953
$ (2,515 )
Comprehensive (loss) income $ (2,201 ) $ (2,506 ) $ 37,044
$ 27,449



	First Quarter Fiscal 2016		First Quarter Fiscal 2015
Net earnings	$	20,177	$	17,256
Other comprehensive income, net of taxes:
Foreign currency translation gain	1,980		1,236
Net unrealized loss on cash flow hedges	—		(392		)
Total other comprehensive income, net of taxes	$	1,980	$	844
Comprehensive income	$	22,157	$	18,100

See accompanying notes.

Table of Contents

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

(unaudited)


	First Nine Months Fiscal 2015			First Nine Months Fiscal 2014			First Quarter Fiscal 2016			First Quarter Fiscal 2015
Cash Flows From Operating Activities:
Net earnings	$	13,091		$	29,964		$	20,177		$	17,256
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	25,438			25,881			9,464			8,906
Amortization of intangible assets	1,490			1,883			490			522
Change in fair value of contingent consideration	—			206
Equity compensation expense							1,575			1,182
Amortization of deferred financing costs	289			288			96			96
Loss on sale of discontinued operations	20,437			—
Equity compensation expense	3,758			2,848
Deferred income taxes	(767		)	(630		)	4,688			(823		)
Changes in working capital, net of acquisitions and dispositions:
Receivables, net	11,006			(5,377		)	(16,562		)	(12,512		)
Inventories, net	808			(2,920		)	2,767			12,637
Prepaid expenses, net	(6,888		)	(5,624		)
Prepaid expenses							(375		)	(2,820		)
Current liabilities	(11,071		)	(10,084		)	(20,081		)	(18,822		)
Other non-current assets, net	593			195			(515		)	(420		)
Other non-current liabilities	10,428			4,051			(27		)	(131		)
Net cash provided by operating activities	$	68,612		$	40,681		$	1,697		$	5,071
Cash Flows From Investing Activities:
Acquisitions, net of cash acquired							(91,871		)	—
Purchases of property and equipment	(63,217		)	(36,549		)	(10,582		)	(11,907		)
Proceeds from sale of discontinued operations	59,336			—
Investment in unconsolidated entity	(1,100		)	—
Working capital settlement related to sale of discontinued operations							(2,030		)	—
Net cash used in investing activities	$	(4,981	)	$	(36,549	)	$	(104,483	)	$	(11,907	)
Cash Flows From Financing Activities:
Repayment of revolving credit arrangements	(272,953		)	(244,242		)	(60,642		)	(81,697		)
Proceeds from revolving credit arrangements	234,051			250,338			169,572			108,492
Payment of contingent consideration	(12,500		)	(2,500		)
Proceeds from issuance of common stock, including excess tax benefits	991			812
Dividends paid	(12,474		)	(10,399		)
Net cash used in financing activities	$	(62,885	)	$	(5,991	)
Payment of contingent consideration amounts earned							—			(12,500		)
Proceeds from issuance of common stock, net of equity awards withheld for taxes							(1,234		)	263
Cash dividends declared and paid							(4,531		)	(4,153		)
Net cash provided by financing activities							$	103,165		$	10,405
Net change in cash and cash equivalents	$	746		$	(1,859	)	$	379		$	3,569
Effect of foreign currency translation on cash and cash equivalents	531			(349		)	272			63
Cash and cash equivalents at the beginning of year	5,281			8,483			6,323			5,281
Cash and cash equivalents at the end of the period	$	6,558		$	6,275		$	6,974		$	8,913
Supplemental disclosure of cash flow information:
Cash paid for interest, net	$	1,858		$	2,537		$	416		$	716
Cash paid for income taxes	$	32,141		$	37,658		$	3,438		$	4,340

See accompanying notes.

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OXFORD INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~THIRD~~FIRST QUARTER OF FISCAL ~~2015~~2016

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe the accompanying unaudited condensed consolidated financial statements reflect all normal, recurring adjustments that are necessary for a fair presentation of our financial position and results of operations as of the dates and for the periods presented. Results of operations for the interim periods presented are not necessarily indicative of results to be expected for our full fiscal year. The significant accounting policies applied during the interim periods presented are consistent with the significant accounting policies described in our Annual Report on Form 10-K for Fiscal ~~2014~~2015.

Unless otherwise indicated, all references to assets, liabilities, revenues and expenses in these financial statements reflect continuing operations and exclude any amounts related to our former Ben Sherman operating group, which is classified as discontinued operations, as discussed in Note 4.5.

In March 2016, the FASB issued an update to their accounting guidance on stock compensation that intends to simplify and improve several aspects related to how equity-based payments are accounted for and presented in the financial statements, including the accounting for forfeitures and tax-effects related to equity-based payments at settlement and the classification of excess tax benefits and equity awards surrendered for tax withholdings in the statement of cash flows. The new guidance is effective for us in Fiscal 2017 with early adoption permitted. We early adopted this guidance as of the beginning of the First Quarter of Fiscal 2016 with no material impact on our consolidated financial statements.

Operating Group Information: Our business is primarily operated through our Tommy Bahama, Lilly Pulitzer, Lanier Apparel and ~~Lanier Clothes~~Southern Tide operating ~~groups, each of which is described in our Annual Report on Form 10-K for Fiscal 2014.~~groups. We identify our operating groups based on the way our management organizes the components of our business for purposes of allocating resources and assessing performance. Our operating group structure reflects a brand-focused management approach, emphasizing operational coordination and resource allocation across each brand's direct to consumer, wholesale and licensing ~~operations. The tables below present certain information (in thousands) about our operating groups,~~operations, as well as Corporate and Other, which is a reconciling category for reporting purposes. Amounts associated with our Ben Sherman operations, which were sold in the Second Quarter of Fiscal 2015, are classified as discontinued operations and therefore are excluded from the tables below.applicable.

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014 First Nine Months Fiscal 2015 First Nine Months Fiscal 2014
Net sales
Tommy Bahama $ 124,101
$ 125,387
$ 462,612
$ 441,535
Lilly Pulitzer 44,050
36,045
167,704
132,984
Lanier Clothes 26,159
35,886
70,637
85,950
Corporate and Other 4,314
3,860
8,755
10,825
Total net sales $ 198,624
$ 201,178
$ 709,708
$ 671,294
Depreciation and amortization
Tommy Bahama $ 7,189
$ 6,768
$ 20,656
$ 20,190
Lilly Pulitzer 1,420
1,167
4,054
3,317
Lanier Clothes 111
106
332
240
Corporate and Other 371
500
1,213
1,758
Total depreciation and amortization $ 9,091
$ 8,541
$ 26,255
$ 25,505
Operating income (loss)
Tommy Bahama $ (6,289 ) $ 374
$ 34,627
$ 41,994
Lilly Pulitzer 5,109
4,131
42,367
30,108
Lanier Clothes 3,041
3,417
6,665
7,692
Corporate and Other (3,027 ) (3,534 ) (14,596 ) (13,114 )
Total operating (loss) income $ (1,166 ) $ 4,388
$ 69,063
$ 66,680
Interest expense, net 449
730
1,961
2,588
(Loss) earnings from continuing operations before income taxes $ (1,615 ) $ 3,658
$ 67,102
$ 64,092
Tommy Bahama, Lilly Pulitzer and Southern Tide each design, source, market and distribute apparel and related products bearing their respective trademarks and also license their trademarks for other product categories, while Lanier Apparel designs, sources, and distributes branded and private label men's tailored clothing and sportswear products. Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, elimination of inter-segment sales, LIFO inventory accounting adjustments, other costs that are not allocated to the operating groups and operations of our other businesses which are not included in our operating groups, including our Lyons, Georgia distribution center operations. For a more extensive description of our Tommy Bahama, Lilly Pulitzer and Lanier Apparel operating groups, see Part I, Item 1. Business included in our Annual Report on Form 10-K. For a more extensive description of our Southern Tide operating group, which was acquired in Fiscal 2016, see Note 4 to these unaudited condensed consolidated financial statements.

8The tables below present certain information (in thousands) about our operating groups, as well as Corporate and Other. Amounts associated with our Ben Sherman operations, which were sold in the Second Quarter of Fiscal 2015, are classified as discontinued operations and therefore are excluded from the tables below.

Table of Contents



	First Quarter Fiscal 2016			First Quarter Fiscal 2015
Net sales
Tommy Bahama	$	162,719		$	172,669
Lilly Pulitzer	64,734			58,978
Lanier Apparel	26,611			28,023
Southern Tide	1,425			—
Corporate and Other	746			724
Total net sales	$	256,235		$	260,394
Depreciation and amortization
Tommy Bahama	$	7,705		$	6,921
Lilly Pulitzer	1,728			1,281
Lanier Apparel	94			116
Southern Tide	57			—
Corporate and Other	370			444
Total depreciation and amortization	$	9,954		$	8,762
Operating income (loss)
Tommy Bahama	$	13,318		$	20,775
Lilly Pulitzer	20,794			17,742
Lanier Apparel	2,865			1,844
Southern Tide	48			—
Corporate and Other	(5,019		)	(4,879		)
Total operating income	$	32,006		$	35,482
Interest expense, net	614			773
Earnings from continuing operations before income taxes	$	31,392		$	34,709


3.	Accumulated Other Comprehensive Loss: The following tables detail the changes in our accumulated other comprehensive loss by component (in thousands), net of related income taxes, for the periods specified:


Third Quarter Fiscal 2015	Foreign currency translation gain (loss)			Net unrealized gain (loss) on cash flow hedges			Accumulated other comprehensive income (loss)
First Quarter Fiscal 2016										Foreign currency translation gain (loss)			Net unrealized gain (loss) on cash flow hedges			Accumulated other comprehensive income (loss)
Beginning balance	$	(6,144	)	$	—		$	(6,144	)	$	(6,829	)	$	—		$	(6,829	)
Total other comprehensive loss, net of taxes	(57		)	—			(57		)
Total other comprehensive income, net of taxes										1,980			—			1,980
Ending balance	$	(6,201	)	$	—		$	(6,201	)	$	(4,849	)	$	—		$	(4,849	)
Third Quarter Fiscal 2014	Foreign currency translation gain (loss)			Net unrealized gain (loss) on cash flow hedges			Accumulated other comprehensive income (loss)
Beginning balance	$	(23,174	)	$	(527	)	$	(23,701	)
Total other comprehensive (loss) income, net of taxes	(3,066		)	634			(2,432		)
Ending balance	$	(26,240	)	$	107		$	(26,133	)
First Nine Months Fiscal 2015	Foreign currency translation gain (loss)			Net unrealized gain (loss) on cash flow hedges			Accumulated other comprehensive income (loss)
First Quarter Fiscal 2015										Foreign currency translation gain (loss)			Net unrealized gain (loss) on cash flow hedges			Accumulated other comprehensive income (loss)
Beginning balance	$	(30,900	)	$	746		$	(30,154	)	$	(30,900	)	$	746		$	(30,154	)
Total other comprehensive income (loss), net of taxes	24,699			(746		)	23,953			1,236			(392		)	844
Ending balance	$	(6,201	)	$	—		$	(6,201	)	$	(29,664	)	$	354		$	(29,310	)
First Nine Months Fiscal 2014	Foreign currency translation gain (loss)			Net unrealized gain (loss) on cash flow hedges			Accumulated other comprehensive income (loss)
Beginning balance	$	(23,283	)	$	(335	)	$	(23,618	)
Total other comprehensive (loss) income, net of taxes	(2,957		)	442			(2,515		)
Ending balance	$	(26,240	)	$	107		$	(26,133	)

Substantially all the change in accumulated other comprehensive loss ~~during~~from the end of the First ~~Nine Months~~Quarter of Fiscal 2015 resulted from the sale of our discontinued operations as the related amounts previously classified in accumulated other comprehensive loss were recognized in net loss from discontinued operations ~~net of taxes~~ in our consolidated statement of ~~operations.~~operations during the Second Quarter of Fiscal 2015 at the time of the Ben Sherman sale. No ~~material~~ amounts of accumulated other comprehensive loss were reclassified from accumulated other comprehensive loss into our consolidated statements of operations during the ~~Third~~First Quarter of Fiscal ~~2015, the Third Quarter of Fiscal 2014 or First Nine Months of Fiscal 2014.~~

2016.

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Business Combinations: On April 19, 2016, we acquired Southern Tide, LLC, which owns the Southern Tide lifestyle apparel brand. Southern Tide carries an extensive selection of men’s shirts, pants, shorts, outerwear, ties, swimwear, footwear and accessories, as well as a women’s collection. The brand’s products are sold through its wholesale operations to specialty stores and department stores as well as through its direct to consumer operations on the Southern Tide website.

The purchase price for the acquisition of Southern Tide was $85 million in cash, subject to adjustment based on net working capital as of the closing date of the acquisition. After giving effect to a preliminary working capital adjustment, the purchase price paid was $91.9 million, net of acquired cash of $2.4 million. We used borrowings under our revolving credit facility to finance the transaction. Transaction costs related to this acquisition totaled $0.8 million and are included in SG&A in Corporate and Other in the First Quarter of Fiscal 2016.

Our allocation of the purchase price to the estimated fair values of the acquired assets and liabilities is preliminary. The allocation will be revised during the one year allocation period, as appropriate, as we obtain new information about the fair values of these assets and liabilities and finalize valuation estimates. Changes in future periods to the amounts allocated to the various assets could be material to the consolidated balance sheet. The following table summarizes our preliminary allocation of the purchase price for the Southern Tide acquisition (in thousands):



	Southern Tide acquisition
Cash and cash equivalents	$	2,423
Receivables	6,042
Inventories (1)	16,656
Prepaid expenses	740
Property and equipment	239
Intangible assets	41,700
Goodwill	33,435
Other non-current assets	344
Accounts payable, accrued expenses and other liabilities	(3,307		)
Deferred Taxes	(3,978		)
Purchase price	$	94,294

(1) Includes a step-up of acquired inventory from cost to fair value of $3.0 million pursuant to the purchase method of accounting. This amount will be recognized in cost of goods sold as the acquired inventory is sold.

Goodwill represents the amount by which the cost to acquire Southern Tide exceeds the fair value of individual acquired assets less liabilities of the business at acquisition. Intangible assets allocated in connection with our preliminary purchase price allocation consisted of the following (in thousands):



	Useful life	Southern Tide acquisition
Finite lived intangible assets acquired, primarily consisting of customer relationships	0 - 15 years	$	7,400
Trade names and trademarks	Indefinite	34,300
		$	41,700

Pro Forma Information

The consolidated pro forma information presented below (in thousands, except per share data) gives effect to the April 19, 2016 acquisition of Southern Tide as if the acquisition had occurred as of the beginning of Fiscal 2015. The information presented below is for illustrative purposes only and is not indicative of results that would have been achieved if the acquisition had occurred as of the beginning of Fiscal 2015 and is not intended to be a projection of future results of operations. The pro forma statements of operations have been prepared from our and Southern Tide's historical statements of operations for the periods presented, including without limitation, purchase accounting adjustments as indicated below, but excluding any seller specific management/advisory or similar expenses and any synergies or operating cost reductions that may be achieved from the combined operations in the future.

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	First Quarter of Fiscal 2016		First Quarter of Fiscal 2015
Net sales	$	268,015	$	271,935
Earnings from continuing operations before income taxes	$	34,364	$	34,085
Earnings from continuing operations	$	22,005	$	20,940
Earnings from continuing operations per shares:
Basic	1.33		1.27
Diluted	1.32		1.27

The First Quarter of Fiscal 2016 pro forma information includes $0.2 million of amortization of acquired intangible assets, but excludes the $0.8 million of transaction expenses associated with the transaction and $0.2 million of incremental cost of goods sold associated with the step-up of inventory at acquisition that were recognized by us in our First Quarter of Fiscal 2016 consolidated statement of operations. The First Quarter of Fiscal 2015 pro forma information includes: (1) $0.2 million of amortization of acquired intangible assets, (2) transaction costs of $0.8 million associated with the transaction and (3) $1.2 million of incremental cost of goods sold associated with the step-up of inventory at acquisition. Additionally, the pro forma adjustments for each period reflect an estimate of incremental interest expense associated with additional borrowings and income tax expense that would have been incurred subsequent to the acquisition.

We believe that the acquisition of Southern Tide further advances our strategic goal of owning a diversified portfolio of lifestyle brands. The acquisition will provide strategic benefits through growth opportunities and further diversification of our business over product categories and target consumers.

Discontinued Operations: On July 17, 2015, ~~we entered into a sale and purchase agreement with an unrelated party, Ben Sherman UK Acquisition Limited, pursuant to which~~ we sold 100% of the equity interests of our Ben Sherman business, consisting of Ben Sherman Limited and its subsidiaries and Ben Sherman Clothing LLC, for £40.8 million. The final purchase price received by us iswas subject to adjustment based on, among other things, the actual debt and net working capital of the Ben Sherman business on the closing date, which ~~is expected to be~~was finalized and paid during the ~~Fourth~~First Quarter of Fiscal ~~2015. The loss on our sale of the Ben Sherman business was estimated for purposes of our October 31, 2015 consolidated financial statements.~~2016. We do not anticipate significant operations or earnings related to the discontinued operations in future periods, with cash flow attributable to discontinued operations in future periods primarily limited to ~~the post-closing purchase price adjustments and~~ amounts associated with acertain retained lease ~~obligation~~obligations. The estimated lease liability of $4.3 million as of April 30, 2016 represents our best estimate of the ~~Ben Sherman business which we retained in connection~~future net loss anticipated with ~~the transaction. Changes~~respect to ~~the estimates included in our loss on sale of discontinued operations and liabilities related to discontinued operations as of October 31, 2015, including actual amounts payable in connection with~~ the retained lease ~~obligation,~~obligations; however, the ~~estimated post-closing purchase price adjustment or accrued expenses related to~~ultimate loss remains uncertain as the ~~transaction may result~~amount of any sub-lease income is dependent upon negotiated terms of any sub-lease agreements entered into for the spaces in ~~an adjustment to our loss on~~ the ~~sale transaction or discontinued operations in future periods.~~future.

In connection with the Ben Sherman disposal transaction we, among other things, entered into a transitional services agreement with the purchaser pursuant to which we and our subsidiaries are providing, in exchange for various fees, certain transitional support services (primarily in the United States) to the purchaser in connection with its operation of

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~~the Ben Sherman business~~The following ~~the transaction. The duration of the transitional services vary but may continue for a period of up to 12 months following the date of the transaction.~~

We have not classified as discontinued operations any corporate or shared service expenses historically charged to Ben Sherman which we determined may not be eliminated as a result of its disposal or any transitional services income amounts. Recognizing these expenses and income as continuing operations in Corporate and Other reflects the uncertainty of whether there will be a reduction in such corporate or shared service expenses in the future as a result of the sale of Ben Sherman. Interest expense under our prior U.K. revolving credit agreement, which was satisfied in connection with the transaction, is the only interest expense included in discontinued operations in our consolidated financial statements as this represents the interest expense directly attributable to the discontinued operations.

~~The following~~table represents major classes of assets and liabilities related to the discontinued operations included in our consolidated balance sheets as of the following dates (in thousands):

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	October 31, 2015			January 31, 2015		November 1, 2014		April 30, 2016			January 30, 2016			May 2, 2015
Receivables, net	$	—		$	14,517	$	9,918	$	—		$	—		$	9,158
Inventories, net	—			27,602		27,685		—			—			21,535
Other current assets, net	—			6,004		3,285		—			—			8,058
Property and equipment, net	—			9,037		8,029		—			—			8,946
Intangible assets, net	—			21,635		23,015		—			—			21,910
Other non-current assets, net	—			1,075		1,155		—			—			1,013
Total assets	$	—		$	79,870	$	73,087	$	—		$	—		$	70,620

Accounts payable and other accrued expenses	$	6,208		$	13,253	$	10,393	$	—		$	2,394		$	7,310
Short-term debt	—			4,126		4,043		—			—			5,259
Non-current liabilities	—			1,826		1,537		4,278			4,571			1,848
Deferred income taxes	—			3,745		4,605		—			—			3,791
Total liabilities	$	6,208		$	22,950	$	20,578	$	4,278		$	6,965		$	18,208

Net (liabilities) assets	$	(6,208	)	$	56,920	$	52,509	$	(4,278	)	$	(6,965	)	$	52,412

Operating results of the discontinued operations are shown below (in thousands):


	Third Quarter Fiscal 2015			Third Quarter Fiscal 2014			First Nine Months Fiscal 2015			First Nine Months Fiscal 2014			First Quarter Fiscal 2016		First Quarter Fiscal 2015
Net sales	$	—		$	18,279		$	28,081		$	52,058		$	—	$	14,976
Cost of goods sold	—			9,198			17,414			26,877			—		8,590
Gross profit	$	—		$	9,081		$	10,667		$	25,181		$	—	$	6,386
SG&A	562			12,100			20,668			36,945			—		11,736
Royalties and other operating income	—			1,237			1,919			2,984			—		1,130
Operating loss	$	(562	)	$	(1,782	)	$	(8,082	)	$	(8,780	)	$	—	$	(4,220	)
Interest expense, net	—			58			45			194			—		72
Loss from discontinued operations before income taxes	$	(562	)	$	(1,840	)	$	(8,127	)	$	(8,974	)	$	—	$	(4,292	)
Income taxes	192			6			(672		)	(819		)	—		(224		)
Loss from discontinued operations, net of taxes	$	(754	)	$	(1,846	)	$	(7,455	)	$	(8,155	)	$	—	$	(4,068	)
Loss on sale of discontinued operations, net of taxes	—			—			(20,437		)	—
Net loss from discontinued operations, net of taxes	$	(754	)	$	(1,846	)	$	(27,892	)	$	(8,155	)

During the First Quarter of Fiscal 2016, we did not incur any depreciation, amortization or capital expenditures related to our discontinued operations, while in the First Quarter of Fiscal 2015, we recognized $0.7 million of depreciation and amortization and $0.4 million of capital expenditures. Depreciation, amortization and capital expenditures, if any, related to our discontinued operations are included in the respective line items in our consolidated statements of cash flows.

Subsequent Event: On May 24, 2016, we entered into a Fourth Amended and Restated Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for a revolving credit facility of up to $325 million, which may be used to refinance existing debt, to fund working capital, to fund future acquisitions and for general corporate purposes. The Revolving Credit Agreement amended and restated our Third Amended and Restated Credit Agreement, dated June 14, 2012 (as amended on November 21, 2013, the “Prior Credit Agreement”). The Revolving Credit Agreement (i) increased the borrowing capacity of the facility, (ii) extended the maturity from November 2018 to May 2021 and (iii) modified certain other provisions and restrictions from the Prior Revolving Credit Agreement. We expect that this amendment and restatement will result in a write off of unamortized deferred financing costs of $0.3 million in the Second Quarter of Fiscal 2016.

10The Revolving Credit Agreement generally (i) is limited to a borrowing base consisting of specified percentages of eligible categories of assets, (ii) accrues variable-rate interest, unused line fees and letter of credit fees based upon

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~~Certain information pertaining to depreciation~~average unused availability and/or utilization, (iii) requires periodic interest payments with principal due at maturity (May 2021) and ~~amortization as well as capital expenditures associated with our discontinued operations has been included below (in thousands):~~

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014 First Nine Months Fiscal 2015 First Nine Months Fiscal 2014
Depreciation and amortization (1) $ —
$ 783
$ 667
$ 2,259
Capital expenditures $ —
$ 1,279
$ 660
$ 2,075

~~(1) For Fiscal 2015, amounts reflect expense recognized prior to classification as held for sale, which occurred on March 24, 2015. No expense for depreciation or amortization was recognized~~(iv) is secured by a first priority security interest in ~~our consolidated statements~~substantially all of ~~operations subsequent to qualifying as held for sale.~~the assets of Oxford Industries, Inc. and substantially all of its domestic subsidiaries including accounts receivable, books and records, chattel paper, deposit accounts, equipment, certain general intangibles, inventory, investment property (including the equity interests of certain subsidiaries), negotiable collateral, life insurance policies, supporting obligations, commercial tort claims, cash and cash equivalents, eligible trademarks, proceeds and other personal property.

The Revolving Credit Agreement is subject to a number of affirmative covenants regarding the delivery of financial information, compliance with law, maintenance of property, insurance requirements and conduct of business. Also, our Revolving Credit Agreement is subject to certain negative covenants or other restrictions including, among other things, limitations on our ability to (i) incur debt, (ii) guaranty certain obligations, (iii) incur liens, (iv) pay dividends to shareholders, (v) repurchase shares of our common stock, (vi) make investments, (vii) sell assets or stock of subsidiaries, (viii) acquire assets or businesses, (ix) merge or consolidate with other companies or (x) prepay, retire, repurchase or redeem debt.

Further, the Revolving Credit Agreement contains a financial covenant that applies if excess availability under the agreement for three consecutive days is less than the greater of (i) $23.5 million or (ii) 10% of availability. In such case, our fixed charge coverage ratio, as defined in the Revolving Credit Agreement, must not be less than 1.0 to 1.0 for the immediately preceding 12 fiscal months for which financial statements have been delivered. This financial covenant continues to apply until we have maintained excess availability under the Revolving Credit Agreement of more than the greater of (i) $23.5 million or (ii) 10% of availability for 30 consecutive days.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements contained in this report and the consolidated financial statements, notes to consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for Fiscal ~~2014~~2015.

OVERVIEW

We ~~generate revenues~~are a global apparel company that designs, sources, markets and ~~cash flow primarily through our design, sourcing, marketing and distribution of branded apparel~~distributes products bearing the trademarks of our owned Tommy Bahama®, Lilly Pulitzer® and Southern Tide® lifestyle brands, as well as certain licensed and private label apparel products. ~~We distribute~~During Fiscal 2015, 91% of our net sales were from products bearing brands that we own, and 66% of our net sales were sales of our products through our direct to consumer channels including our retail stores, e-commerce sites and restaurants, and our wholesale channel, which includes department stores, specialty stores, national chains, warehouse clubs, mass merchants and Internet retailers.of distribution. In Fiscal ~~2014,~~2015, more than 95% of our consolidated net sales ~~excluding the net sales of our discontinued operations,~~ were to customers located in the United States, with the sales outside the United States primarily being sales of our Tommy Bahama products in Canada and the Asia-Pacific region. ~~We source substantially all of our products through third party manufacturers located outside of the United States.~~

Our business strategy is to develop and market compelling lifestyle brands and products that evoke a strong emotional response from our target consumers. We consider lifestyle brands to be those brands that have a clearly defined and targeted point of view inspired by an appealing lifestyle or attitude. Furthermore, we believe that lifestyle ~~branded products~~brands like Tommy Bahama, Lilly Pulitzer and Southern Tide, that create an emotional connection with consumers, can command greater ~~customer~~ loyalty and higher price points at retail ~~resulting~~and create licensing opportunities, which may result in higher earnings. A successful lifestyle brand opens up greater opportunities for full-price direct to consumer operations as well as licensing opportunities in product categories beyond our core business. We strive to exploit the potential of our existing brands and products and, as suitable opportunities arise, we may acquire additional lifestyle brands that we believe fit within our business model.

We operate in highly competitive domestic and international markets in which numerous apparel firms compete. No single apparel firm or small group of apparel firms dominates the apparel industry and our competitors vary by operating group and distribution channel. We believe that the ~~principal competitive factors in~~attraction of a lifestyle brand is dependent on creating compelling product, effectively communicating the ~~apparel industry are~~respective lifestyle brand message and distributing the ~~reputation, value~~product to the consumer where and ~~image of brand names; design; consumer preference; price; quality; marketing; and customer service.~~ when they want it.

Our ability to compete successfully in ~~design~~styling and marketing is directly related to our proficiency in foreseeing changes and trends in fashion and consumer preference, and presenting appealing products for consumers. Our design-led, commercially informed lifestyle brand operations strive to provide exciting, differentiated products each season.

In ~~some instances,~~order to further strengthen each lifestyle brand's connections with consumers, we communicate regularly with consumers via the use of electronic and print media. We believe that our ability to effectively communicate with consumers and create an emotional connection is critical to the success of the brands.

We distribute our owned lifestyle branded products through our direct to consumer channels, consisting of our Tommy Bahama and Lilly Pulitzer retail stores and our e-commerce sites for Tommy Bahama, Lilly Pulitzer and Southern Tide, and our wholesale distribution channel. Our direct to consumer operations provide us with the opportunity to interact directly with our customers, present to them a ~~retailer~~broad assortment of our current season products and provide an opportunity for consumers to be immersed in the theme of the lifestyle brand. We believe that ispresenting our ~~customer may compete with us by offering certain of its own or other competitors'~~ products in ~~its~~a setting specifically designed to

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showcase the lifestyle on which the brands are based enhances the image of our brands. Our Tommy Bahama and Lilly Pulitzer full-price retail stores provide high visibility for our brands and products, and allow us to stay close to the preferences of our consumers, while also providing a platform for long-term growth for the brands. In Tommy Bahama, we also operate a limited number of restaurants, generally adjacent to a Tommy Bahama full-price retail store location, which we believe further enhance the brand's image with consumers.

Additionally, our e-commerce websites, which represented 17% of our consolidated net sales in Fiscal 2015, provide the opportunity to increase revenues by reaching a larger population of consumers and at the same time allow our brands to provide a broader range of products. Our e-commerce flash clearance sales on our websites and our Tommy Bahama outlet stores play an important role in overall brand and inventory management by allowing us to sell discontinued and out-of-season products in brand appropriate settings and at better prices than are typically available from third parties.

The wholesale operations of our lifestyle brands complement our direct to consumer operations and provide access to a larger group of consumers. As we seek to maintain the integrity of our lifestyle brands by limiting promotional activity in our full-price retail stores and e-commerce websites, we generally target wholesale customers that follow this same approach in their stores. Our wholesale customers for our Tommy Bahama, Lilly Pulitzer and Southern Tide brands include better department stores and specialty stores.

Within our Lanier Apparel operating group, we sell tailored clothing and sportswear products under licensed brands, private labels and owned brands to department stores, national chains, warehouse clubs, discount retailers, specialty retailers and others throughout the United States.

All of our operating groups operate in highly competitive apparel markets in which numerous U.S.-based and foreign apparel firms compete. No single apparel firm or small group of apparel firms dominates the apparel industry, and our direct competitors vary by operating group and distribution channel. We believe that the principal competitive factors in the apparel industry are reputation, value, and image of brand names; design; consumer preference; price; quality; marketing; and customer service.

The apparel industry is cyclical and very dependent upon the overall level and focus of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. Often, negative economic conditions have a longer and more severe impact on the apparel industry than these conditions may have on other industries. We believe ~~that~~ the global economic conditions and resulting economic uncertainty that have prevailed in recent years continue to impact our ~~operating groups~~business, and the apparel industry as a ~~whole, contributing to an~~whole. Although general signs of economic improvements exist, the apparel retail environment that has become increasingly more promotional. Additionally, in recent years our operations have been impacted by pricing pressures on raw materials, transportation, labor and other costs necessary for the production and sourcing of apparel products, most of which appearcontinues to be ~~permanent cost increases.~~impacted adversely by declines in consumer traffic and remains highly promotional.

We believe the retail apparel market is evolving very rapidly and in ways that are having a disruptive impact on traditional fashion retailing. The application of technology, including the internet and mobile devices, to fashion retail provides consumers increasing access to multiple, responsive distribution platforms and an unprecedented ability to communicate directly with brands, retailers and others. As a result, consumers have more information and broader, faster and cheaper access to goods than they have ever had before. This, along with the coming of age of the “millennial” generation, is revolutionizing the way that consumers shop for fashion and other goods. The evidence is increasingly apparent with marked weakness in department stores and mall-based retailers and the growth in internet purchases. While this evolution in the fashion retail industry presents significant risks, especially for traditional retailers who fail or are unable to adapt, we believe it also presents a tremendous opportunity for brands and retailers. We believe our brands have attributes that are true competitive advantages in this new retailing paradigm and are leveraging technology to serve our consumers when and where they want to be served.

Therefore, we continue to believe that our ~~Tommy Bahama®~~lifestyle brands are well suited to succeed and ~~Lilly Pulitzer®~~thrive in the long-term while managing the various challenges facing our industry. Specifically, we believe our lifestyle brands have significant opportunities for long-term growth in their direct to consumer ~~businesses~~businesses. This growth can be achieved through prudent expansion of bricks and mortar retail store operations, ~~as we add~~by adding additional retail store locations and ~~increase~~increasing comparable retail store sales, and higher sales in our e-commerce operations, which are ~~likely~~expected to grow at a faster rate than ~~comparable brick~~bricks and mortar comparable retail store sales. ~~We also believe that these~~Our lifestyle brands ~~provide~~also have an opportunity for

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moderate sales increases in their wholesale businesses in the ~~long term~~long-term primarily from current customers adding to their existing door count and increasing their on-line business, increased sales to on-line retailers and the selective addition of new wholesale customers who generally follow a full-price retail model. We also believe that there are opportunities for modest sales growth for Lanier Apparel in the future through new product programs for existing and new customers.

We believe that we must continue to invest in our ~~Tommy Bahama and Lilly Pulitzer~~ lifestyle brands in order to take advantage of their long-term growth opportunities. Investments include capital expenditures primarily related to the direct to consumer operations such as technology enhancements, e-commerce initiatives, retail store and restaurant build-out for new and relocated locations as well

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as remodels, ~~technology enhancements~~ and distribution center and administrative office expansion ~~initiatives, as well as~~initiatives. Additionally, while we anticipate increased employment, advertising and other costs in key functions to support the ongoing business operations and fuel future ~~net~~ sales ~~growth. We expect that the investments may continue to put downward pressure~~growth, we remain focused on appropriately managing our operating ~~margins in the near future until we have sufficient sales to leverage the additional operating costs.~~

We believe that there are opportunities for modest sales growth for Lanier Clothes through new product programs. However, we also believe that the tailored clothing environment will continue to be very challenging, which we believe will negatively impact net sales, operating income and operating margin, particularly in the near term.expenses.

We continue to believe that it is important to maintain a strong balance sheet and liquidity. We believe that positive cash flow from operations in the future coupled with the strength of our balance sheet and liquidity will provide us with sufficient resources to fund future investments in our owned lifestyle brands. While we believe that we have significant opportunities to appropriately deploy our capital and resources in our existing lifestyle brands, ~~in the future,~~ we may ~~also~~continue to evaluate opportunities to add additional lifestyle brands to our portfolio if we identify appropriate targets which meet our investment criteria.

The following table sets forth our consolidated operating results from continuing operations (in thousands, except per share amounts) for the First ~~Nine Months~~Quarter of Fiscal ~~2015~~2016 compared to the First ~~Nine Months~~Quarter of Fiscal ~~2014:~~

2015:


	First Nine Months of Fiscal 2015		First Nine Months of Fiscal 2014		First Quarter of Fiscal 2016		First Quarter of Fiscal 2015
Net sales	$	709,708	$	671,294	$	256,235	$	260,394
Operating income	$	69,063	$	66,680	$	32,006	$	35,482
Net earnings from continuing operations	$	40,983	$	38,119	$	20,177	$	21,324
Net earnings from continuing operations per diluted share	$	2.48	$	2.32	$	1.21	$	1.29

The ~~increase in~~primary reason for the lower net earnings from continuing operations ~~was primarily due to~~per diluted share in the ~~higher operating income in Lilly Pulitzer partially offset by~~First Quarter of Fiscal 2016 was lower operating income in Tommy Bahama and ~~Lanier Clothes and a higher operating loss~~$0.8 million of transaction expenses associated with the Southern Tide acquisition that were recognized in Corporate and Other, ~~each~~partially offset by higher operating income in Lilly Pulitzer and Lanier Apparel as ~~discussed below.~~well as lower income tax expense.

~~Discontinued operations~~Southern Tide Acquisition

On April 19, 2016, we acquired Southern Tide, LLC, which owns the Southern Tide lifestyle apparel brand. Southern Tide carries an extensive selection of men’s shirts, pants, shorts, outerwear, ties, swimwear, footwear and accessories, as well as a women’s collection. The brand’s products are sold through its wholesale operations to specialty stores and department stores as well as through its direct to consumer operations on the Southern Tide website.

The purchase price for the acquisition was $85 million in cash, subject to adjustment based on net ~~loss from discontinued operations,~~working capital as of the closing date for the acquisition. After giving effect to a preliminary working capital adjustment, the purchase price paid was $91.9 million, net of ~~taxes~~the acquired cash of ~~$27.9 million in~~$2.4 million. We used borrowings under our revolving credit facility to finance the ~~First Nine Months of Fiscal 2015 was primarily due~~transaction. For additional information about the Southern Tide acquisition refer to note 4 to the ~~$20.4 million estimated loss on sale~~unaudited condensed consolidated financial statements contained in this report.

Subsequent Event

On May 24, 2016, we amended and restated our revolving credit agreement primarily to (1) increase the borrowing capacity of the ~~operations of Ben Sherman in~~facility from $235 million to $325 million, (2) extend the ~~Second Quarter of Fiscal 2015. We do not anticipate significant operations or earnings related~~maturity from November 2018 to May 2021 and (3) modify certain other provisions and restrictions from the Prior Credit Agreement. For additional information about our Revolving Credit Agreement, refer to "Liquidity and Capital Resources" included below and note 6 to the ~~discontinued operations~~unaudited condensed consolidated financial statements contained in future periods, with cash flow attributable to discontinued operations in future periods primarily limited to the post-closing purchase price adjustments and amounts associated with a lease obligation of the Ben Sherman business which we retained in connection with the transaction.this report.

COMPARABLE STORE SALES

We often disclose comparable store sales in order to provide additional information regarding changes in our results of operations between periods. Our disclosures of comparable store sales include net sales from full-price stores and our e-commerce sites, excluding sales associated with e-commerce flash clearance sales. We believe that the inclusion of both our full-price stores and e-commerce sites in the comparable store sales disclosures is a more meaningful way of reporting our comparable store sales results, given similar inventory planning, allocation and return policies, as well as our cross-channel marketing and other initiatives for the direct to consumer channel. For our comparable store sales disclosures, we exclude (1) outlet store sales, warehouse sales and e-commerce flash clearance sales, as those sales are used primarily to liquidate end of season inventory, which may vary significantly depending on the level of end of season inventory on hand and generally occur at lower gross margins than our full-price direct to consumer sales, and (2) restaurant sales, as we do not currently

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believe that the inclusion of restaurant sales is meaningful in assessing our consolidated results of operations. Comparable store sales information reflects net sales, including shipping and handling revenues, if any, associated with product sales.

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For purposes of our disclosures, we consider a comparable store to be, in addition to our e-commerce sites, a physical full-price retail store that was owned and open as of the beginning of the prior fiscal year and ~~which~~that did not have during the relevant periods, and is not within the current fiscal year scheduled to have, (1) a remodel resulting in the store being closed for an extended period of time (which we define as a period of two weeks or longer), (2) a greater than 15% change in the size of the retail space due to expansion, reduction or relocation to a new retail space, (3) a relocation to a new space that was significantly different from the prior retail space, or (4) a closing or opening of a Tommy Bahama restaurant adjacent to the retail store. For those stores which are excluded from comparable stores based on the preceding sentence, the stores continue to be excluded from comparable store sales until the criteria for a new store is met subsequent to the remodel, relocation or restaurant closing or opening. ~~Generally, a~~A store that is remodeled generally will continue to be included in our comparable store sales metrics as a store is not typically closed for a two week period during a remodel; however, in some cases a store may be closed for more than two weeks during a remodel. ~~However, a~~A store that is relocated generally will not be included in our comparable store sales metrics until that store has been open in the relocated space for the entirety of the prior fiscal year as the size or other characteristics of the store typically change significantly from the prior location. Additionally, any stores that were closed during the prior fiscal year or current fiscal year, or which we plan to close or vacate in the current fiscal year, are excluded from the definition of comparable ~~stores.~~store sales.

Definitions and calculations of comparable store sales differ among retail companies, and therefore comparable store sales metrics disclosed by us may not be comparable to the metrics disclosed by other companies.

RESULTS OF OPERATIONS

~~THIRD~~FIRST QUARTER OF FISCAL 2016 COMPARED TO FIRST QUARTER OF FISCAL 2015 ~~COMPARED TO~~ ~~THIRD~~ ~~QUARTER OF FISCAL~~ ~~2014~~

The following table sets forth the specified line items in our unaudited condensed consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales. The table also sets forth the dollar change and the percentage change of the data as compared to the same period of the prior year. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding.


	Third Quarter Fiscal 2015					Third Quarter Fiscal 2014					$ Change			% Change		First Quarter Fiscal 2016				First Quarter Fiscal 2015					$ Change			% Change
Net sales	$	198,624		100.0	%	$	201,178		100.0	%	$	(2,554	)	(1.3	)%	$	256,235	100.0	%	$	260,394		100.0	%	$	(4,159	)	(1.6	)%
Cost of goods sold	90,735			45.7	%	97,313			48.4	%	(6,578		)	(6.8	)%	104,103		40.6	%	106,002			40.7	%	(1,899		)	(1.8	)%
Gross profit	$	107,889		54.3	%	$	103,865		51.6	%	$	4,024		3.9	%	$	152,132	59.4	%	$	154,392		59.3	%	$	(2,260	)	(1.5	)%
SG&A	112,694			56.7	%	102,891			51.1	%	9,803			9.5	%	124,166		48.5	%	122,680			47.1	%	1,486			1.2	%
Change in fair value of contingent consideration	—			—	%	69			—	%	(69		)	(100.0	)%
Royalties and other operating income	3,639			1.8	%	3,483			1.7	%	156			4.5	%	4,040		1.6	%	3,770			1.4	%	270			7.2	%
Operating (loss) income	$	(1,166	)	(0.6	)%	$	4,388		2.2	%	$	(5,554	)	(126.6	)%
Operating income																$	32,006	12.5	%	$	35,482		13.6	%	$	(3,476	)	(9.8	)%
Interest expense, net	449			0.2	%	730			0.4	%	(281		)	(38.5	)%	614		0.2	%	773			0.3	%	(159		)	(20.6	)%
(Loss) earnings from continuing operations before income taxes	$	(1,615	)	(0.8	)%	$	3,658		1.8	%	$	(5,273	)	(144.1	)%
Earnings from continuing operations before income taxes																$	31,392	12.3	%	$	34,709		13.3	%	$	(3,317	)	(9.6	)%
Income taxes	(225		)	(0.1	)%	1,886			0.9	%	(2,111		)	(111.9	)%	11,215		4.4	%	13,385			5.1	%	(2,170		)	(16.2	)%
Net (loss) earnings from continuing operations	$	(1,390	)	(0.7	)%	$	1,772		0.9	%	$	(3,162	)	(178.4	)%
Net loss, including loss on sale, of discontinued operations, net of taxes	(754		)	NM		(1,846		)	NM		1,092			59.2	%
Net (loss) earnings	$	(2,144	)	NM		$	(74	)	NM		$	(2,070	)	2,797.3	%
Net earnings from continuing operations																$	20,177	7.9	%	$	21,324		8.2	%	$	(1,147	)	(5.4	)%
Loss from discontinued operations, net of taxes																—		NM		(4,068		)	NM		4,068			100.0	%
Net earnings																$	20,177	7.9	%	$	17,256		NM		$	2,921		16.9	%

The discussion and tables below compare certain line items included in our statements of operations for the ~~Third~~First Quarter of Fiscal ~~2015~~2016 to the ~~Third~~First Quarter of Fiscal ~~2014.~~2015. Each dollar and percentage change provided reflects the change between these periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.

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Unless otherwise indicated, all references to assets, liabilities, revenues and expenses in ~~this report~~these financial statements reflect continuing operations and exclude any amounts related to ~~the discontinued operations of~~ our former Ben Sherman operating group, which is classified as discontinued operations, as discussed in Note 45 in our ~~condensed~~ consolidated financial statements included in this report.

Net Sales


	Third Quarter Fiscal 2015		Third Quarter Fiscal 2014		$ Change			% Change		First Quarter Fiscal 2016		First Quarter Fiscal 2015		$ Change			% Change
Tommy Bahama	$	124,101	$	125,387	$	(1,286	)	(1.0	)%	$	162,719	$	172,669	$	(9,950	)	(5.8	)%
Lilly Pulitzer	44,050		36,045		8,005			22.2	%	64,734		58,978		5,756			9.8	%
Lanier Clothes	26,159		35,886		(9,727		)	(27.1	)%
Lanier Apparel										26,611		28,023		(1,412		)	(5.0	)%
Southern Tide										1,425		—		1,425			NM
Corporate and Other	4,314		3,860		454			11.8	%	746		724		22			3.0	%
Total net sales	$	198,624	$	201,178	$	(2,554	)	(1.3	)%	$	256,235	$	260,394	$	(4,159	)	(1.6	)%

Consolidated net sales decreased ~~$2.6~~$4.2 million, or ~~1.3%~~1.6%, in the ~~Third~~First Quarter of Fiscal 2016 compared to the First Quarter of Fiscal 2015. The decrease in consolidated net sales was primarily driven by (1) a $9.2 million, or 9%, decrease in comparable store sales to $98.4 million in the First Quarter of Fiscal 2016 from $107.7 million in the First Quarter of Fiscal 2015, ~~compared to the Third Quarter of Fiscal 2014 reflecting~~(2) a $2.3 million decrease in wholesale sales and (3) a $0.2 million decrease in net outlet store and flash clearance sales. These sales decreases were partially offset by (1) an incremental net sales ~~changes~~increase of $5.4 million associated with the operation of additional full-price retail stores, (2) the $1.4 million of net sales of Southern Tide subsequent to its acquisition on April 19, 2016 and (3) a $0.7 million increase in ~~each operating group, as discussed below.~~restaurant sales in Tommy Bahama. The following table presents the proportion of our consolidated net sales by distribution channel for each period presented:


	Third Quarter Fiscal 2015		Third Quarter Fiscal 2014		First Quarter Fiscal 2016		First Quarter Fiscal 2015
Full-price retail stores and outlets	37	%	34	%	39	%	39	%
E-commerce	17	%	15	%	12	%	12	%
Restaurant	7	%	6	%	8	%	8	%
Wholesale	39	%	45	%	41	%	41	%
Total	100	%	100	%	100	%	100	%

Tommy Bahama:

The Tommy Bahama net sales decrease of ~~$1.3~~$10.0 million, or ~~1.0%~~5.8%, was primarily driven by (1) a ~~$2.9 million decrease in wholesale sales, (2) a $2.3~~$9.7 million, or 5%13%, decrease in comparable store sales ~~which includes full-price retail stores and full-price e-commerce sales,~~ to ~~$48.6~~$67.5 million in the ~~Third~~First Quarter of Fiscal 2016 from $77.2 million in the First Quarter of Fiscal 2015, ~~from $51.0~~(2) a $3.0 million decrease in ~~the Third Quarter of Fiscal 2014,~~wholesale sales and (3) a $0.2 million decrease ~~of $0.5 million~~ in net outlet ~~stores which were operated during all of Fiscal 2014~~store and ~~Fiscal 2015.~~flash clearance sales. These sales decreases were partially offset by (1) an incremental net sales increase of ~~$3.7~~$2.3 million associated with the operation of additional full-price retail ~~and outlet~~ stores and (2) a ~~$0.6~~$0.7 million increase in restaurant sales ~~primarily~~ resulting from the operation of ~~one additional restaurant. The decrease~~the Waikiki restaurant partially offset by lower sales in ~~wholesale sales was primarily due to lower off-price wholesale sales, while~~other locations. We believe the lower comparable store sales generally reflect macro-economic factors including lower traffic and a recent focus away from fashion apparel by consumers as well as a shift in ~~full-price stores and outlets were primarily driven by lower traffic.~~the timing of certain of our loyalty card mailers from April in 2015 to May in 2016. The macro-economic conditions also unfavorably impacted the net sales in the wholesale business resulting in the delay of certain replenishment or in-season orders from wholesale customers.

As of ~~October 31, 2015,~~April 30, 2016, we operated ~~164~~166 Tommy Bahama stores globally, consisting of ~~107~~109 full-price retail stores, 16 restaurant-retail locations and 41 outlet stores. As of ~~November 1, 2014~~May 2, 2015 we operated ~~150~~156 Tommy Bahama stores consisting of 96100 full-price retail stores, 1415 restaurant-retail locations and 4041 outlet stores.

The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014
Full-price retail stores and outlets 48 % 47 %
E-commerce 11 % 11 %
Restaurant 11 % 10 %
Wholesale 30 % 32 %
Total 100 % 100 %

~~Lilly Pulitzer:~~

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	First Quarter Fiscal 2016		First Quarter Fiscal 2015
Full-price retail stores and outlets	47	%	47	%
E-commerce	11	%	12	%
Restaurant	13	%	12	%
Wholesale	29	%	29	%
Total	100	%	100	%

Lilly Pulitzer:

The Lilly Pulitzer net sales increase of ~~$8.0~~$5.8 million, or ~~22.2%~~9.8%, was primarily a result of (1) ~~a $3.3 million, or 27%, increase in comparable store sales to $15.6 million in the Third Quarter of Fiscal 2015 compared to $12.3 million in the Third Quarter of Fiscal 2014, (2)~~ an incremental net sales increase of ~~$2.8~~$3.2 million associated with the operation of additional retail stores, ~~(3) an increase in e-commerce flash clearance sales of $1.6 million to $13.4 million in the Third Quarter of Fiscal 2015 and (4)~~(2) a ~~$0.3~~$2.2 million increase in wholesale sales ~~during~~and (3) a $0.4 million, or 1%, increase in comparable store sales to $30.9 million in the ~~Third~~First Quarter of Fiscal 2016 compared to $30.5 million in the First Quarter of Fiscal 2015. As of ~~October 31, 2015,~~April 30, 2016, we operated 34 Lilly Pulitzer retail stores, after opening one and closing one retail store during the First Quarter of Fiscal 2016, compared to 2830 retail stores as of ~~November 1, 2014.~~

May 2, 2015. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:


	Third Quarter Fiscal 2015		Third Quarter Fiscal 2014		First Quarter Fiscal 2016		First Quarter Fiscal 2015
Full-price retail stores	32	%	26	%	35	%	33	%
E-commerce	43	%	44	%	19	%	20	%
Wholesale	25	%	30	%	46	%	47	%
Total	100	%	100	%	100	%	100	%

Lanier ~~Clothes:~~Apparel:

The decrease in net sales for Lanier ~~Clothes~~Apparel of ~~$9.7~~$1.4 million, or ~~27.1%~~5.0%, was primarily due to ~~an $8.5~~a $4.9 million decrease in net sales in the private label tailored clothes business, which was partially offset by $1.9 million of increased sales in the sportswear business and $1.6 million of increased sales in the branded tailored clothes business. The lower sales in the private label tailored clothes business was due to lower sales in certain programs, including a pants program and various replenishment programs, reflecting lower volume as some programs were reduced while others were exited. The increased sales in the sportswear business was primarily due to ~~lower~~increased volume in private label sportswear programs, while the increased sales in ~~a private label pants program reflecting lower volume. Additionally, both~~ the branded ~~and private label businesses were unfavorably impacted by the reduction~~tailored clothes business primarily reflects increased volume for certain new licensed tailored clothes programs, which exceeded reductions in ~~or exit from certain~~other existing programs, including replenishment ~~and other~~ programs.

Southern Tide:

The net sales of Southern Tide reflect the sales of Southern Tide for the period from the date of acquisition on April 19, 2016 through April 30, 2016. We do not consider the sales for this short period to be indicative of expected net sales on an annual basis or for future periods. We estimate that net sales for the period from April 19, 2016 through the end of Fiscal 2016 will be between $30 million and $35 million with about 80% of the sales being wholesale sales and the remainder being e-commerce sales on the Southern Tide website.

Corporate and Other:

Corporate and Other net sales ~~in each period~~ primarily consist of the net sales of our ~~Oxford Golf business and our~~ Lyons, Georgia distribution center to third-party warehouse customers as well as the impact of the elimination of ~~inter-company~~any intercompany sales between our operating groups. ~~The higher sales in the Third Quarter of Fiscal 2015 primarily reflect an increase in Oxford Golf's private label business.~~

Gross Profit

The table below presents gross profit by operating group and in total for the ~~Third~~First Quarter of Fiscal ~~2015~~2016 and the ~~Third~~First Quarter of Fiscal ~~2014~~2015 as well as the change between those two periods. Our gross profit and gross margin, which is calculated as gross profit divided by net sales, may not be directly comparable to those of our competitors, as the statement of operations classification of certain expenses may vary by company.

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Third Quarter Fiscal 2015 Third Quarter Fiscal 2014 $ Change % Change
Tommy Bahama $ 72,557
$ 72,779
$ (222 ) (0.3 )%
Lilly Pulitzer 25,939
20,850
5,089
24.4 %
Lanier Clothes 7,504
8,572
(1,068 ) (12.5 )%
Corporate and Other 1,889
1,664
225
13.5 %
Total gross profit $ 107,889
$ 103,865
$ 4,024
3.9 %
LIFO credit included in Corporate and Other $ (414 ) $ (426 )



	First Quarter Fiscal 2016			First Quarter Fiscal 2015			$ Change			% Change
Tommy Bahama	$	98,792		$	105,233		$	(6,441	)	(6.1	)%
Lilly Pulitzer	43,343			40,105			3,238			8.1	%
Lanier Apparel	8,590			8,108			482			5.9	%
Southern Tide	569			—			569			NM
Corporate and Other	838			946			(108		)	(11.4	)%
Total gross profit	$	152,132		$	154,392		$	(2,260	)	(1.5	)%
LIFO credit included in Corporate and Other	$	(294	)	$	(330	)
Inventory step-up charge included in Southern Tide	$	153		$	—

The ~~increase~~decrease in consolidated gross profit was primarily driven by ~~a change in sales mix as a greater proportion of consolidated~~lower net sales ~~were~~in Tommy Bahama and Lanier Apparel partially offset by higher net sales in Lilly Pulitzer ~~sales. This change in sales mix offset the impact on gross profit from the decrease in consolidated net sales.~~and Southern Tide. In addition to the impact of the changes in net sales, gross profit on a consolidated basis ~~and for each operating group~~ was impacted by the change in sales mix within each operating group as well as the proportion of consolidated net sales contributed by each operating group and gross margin within each operating group, as discussed below. The table below presents gross margin by operating group and in total for the ~~Third~~First Quarter of Fiscal ~~2015~~2016 and ~~Third~~First Quarter of Fiscal ~~2014.~~2015.

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	Third Quarter Fiscal 2015		Third Quarter Fiscal 2014		First Quarter Fiscal 2016		First Quarter Fiscal 2015
Tommy Bahama	58.5	%	58.0	%	60.7	%	60.9	%
Lilly Pulitzer	58.9	%	57.8	%	67.0	%	68.0	%
Lanier Clothes	28.7	%	23.9	%
Lanier Apparel					32.3	%	28.9	%
Southern Tide					39.9	%	NA
Corporate and Other	NM		NM		NM		NM
Consolidated gross margin	54.3	%	51.6	%	59.4	%	59.3	%

On a consolidated basis, gross margin increased slightly from the ~~Third~~First Quarter of Fiscal ~~2014,~~2015, primarily as a result of (1) improved gross margins in Lanier Apparel and (2) Lilly Pulitzer representing a greater proportion of consolidated net ~~sales, (2) direct to consumer sales representing a greater proportion~~sales. The favorable impact of ~~consolidated net sales and (3) improved~~these items offset the unfavorable impact of lower gross margins in ~~each~~our Tommy Bahama and Lilly Pulitzer operating ~~group.~~groups.

Tommy Bahama:

The decrease in Tommy Bahama's gross margin in ~~the Third~~First Quarter of Fiscal ~~2015 increased from the Third Quarter of Fiscal 2014. The increase in gross margin~~2016 was primarily a result of lower gross margins in the Tommy Bahama outlet business reflecting more significant discounts to continue to move excess inventory timely as well as outlet store sales representing a ~~change in sales mix as full-price direct to consumer sales represented a greater~~slightly higher proportion of ~~Tommy Bahama's~~net sales.

Lilly Pulitzer:

The ~~increase~~decrease in gross margin for Lilly Pulitzer was primarily driven by a change in ~~sales~~merchandise mix ~~towards the direct to consumer channel~~reflecting a higher proportion of ~~distribution, which typically has higher~~products that have a slightly lower gross ~~margins than the wholesale channel of distribution, as well as higher gross margins~~margin in the ~~direct to consumer channel of distribution.~~current year.

Lanier ~~Clothes:~~Apparel:

The increase in gross margin for Lanier ~~Clothes~~Apparel was primarily due to ~~a change~~changes in sales mix reflecting a higher ~~proportion~~proportions of branded business sales as well as greater proportions of net sales from higher gross margin programs within both the branded and private label businesses in the ~~Third~~First Quarter of Fiscal ~~2015~~2016.

Southern Tide:

The gross profit of Southern Tide reflects the gross profit of Southern Tide for the period from the date of acquisition on April 19, 2016 through April 30, 2016 as ~~private label sales decreased more than branded sales decreased.~~well as a $0.2 million of incremental cost of goods sold associated with the step-up of inventory recognized pursuant to the purchase method of accounting at acquisition. We do not consider the gross profit or gross margin for this short period to be indicative of expected gross profit, or gross margin, on an annual basis or for future

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periods. During the full year of Fiscal 2016, we expect that the gross profit of Southern Tide will be unfavorably impacted by $3.0 million of incremental cost of goods sold related to the step-up of inventory recognized in purchase accounting at acquisition which will be expensed as the acquired inventory is sold.

Corporate and Other:

The gross profit in Corporate and Other in each period primarily reflects (1) the gross profit of our ~~Oxford Golf and~~ Lyons, Georgia distribution center operations, (2) the impact of LIFO accounting adjustments and (3) the impact of certain consolidating adjustments, including the elimination of ~~inter-company~~intercompany sales between our operating ~~groups. The higher gross profit for Corporate~~groups, if any. Both the First Quarter of Fiscal 2016 and ~~Other in~~ the ~~Third~~First Quarter of Fiscal 2015 ~~was primarily due to the higher Oxford Golf sales, with no significant impact from~~were favorably impacted by LIFO accounting ~~or consolidating adjustments. LIFO accounting was a credit of $0.4 million in both the Third Quarter of Fiscal 2015 and the Third Quarter of Fiscal 2014.~~credits.

SG&A


	Third Quarter Fiscal 2015			Third Quarter Fiscal 2014			$ Change		% Change		First Quarter Fiscal 2016			First Quarter Fiscal 2015			$ Change		% Change
SG&A	$	112,694		$	102,891		$	9,803	9.5	%	$	124,166		$	122,680		$	1,486	1.2	%
SG&A as % of net sales	56.7		%	51.1		%					48.5		%	47.1		%
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition	$	373		$	445						$	370		$	394
Amortization of intangible assets included in Southern Tide											$	50		$	—
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other											762			—

The increase in SG&A was primarily due to (1) ~~$5.6~~$4.4 million of incremental costs in the ~~Third~~First Quarter of Fiscal ~~2015~~2016 associated with additional Tommy Bahama retail stores and restaurants ~~including the Waikiki retail-restaurant location,~~ and Lilly Pulitzer retail stores, (2) ~~costs to support the growing Tommy Bahama and Lilly Pulitzer businesses and (3) $1.6~~$0.9 million of increased occupancy costs associated with ~~duplicate rent expense, moving costs and~~the higher rent structure related to the 2015 relocation of Tommy Bahama's office in Seattle ~~Washington during~~and (3) $0.8 million of transaction expenses associated with the ~~Third Quarter~~Southern Tide acquisition, which are included in Corporate and Other. These SG&A increases were partially offset by $4.6 million of ~~Fiscal 2015.~~lower incentive compensation.

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SG&A included $0.5 million of amortization of intangible assets in both the ~~Third~~First Quarter of Fiscal ~~2015 compared to $0.6 million in~~2016 and the ~~Third~~First Quarter of Fiscal ~~2014.~~2015. We anticipate that amortization of intangible assets for Fiscal ~~2015~~2016 will be approximately ~~$2.0~~$2.5 million, with approximately ~~$1.5~~$0.7 million of the amortization related to the intangible assets acquired as part of the Southern Tide acquisition and $1.4 million of amortization related to Tommy ~~Bahama~~Bahama's Canada acquisition. Amortization in Fiscal 2017 will likely be higher than the anticipated amount for Fiscal 2016, as Fiscal 2017 will include a full year of amortization expense related to the Southern Tide acquisition.

Royalties and other operating income

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014 $ Change % Change
Royalties and other operating income $ 3,639
$ 3,483
$ 156
4.5 %



	First Quarter Fiscal 2016		First Quarter Fiscal 2015		$ Change		% Change
Royalties and other operating income	$	4,040	$	3,770	$	270	7.2	%

Royalties and other operating income in the ~~Third~~First Quarter of Fiscal ~~2015~~2016 primarily reflect income received from third parties from the licensing of our Tommy Bahama and Lilly Pulitzer brands. The ~~$0.2~~$0.3 million increase in royalties and other operating income reflects increased royalty income for ~~both Lilly Pulitzer and~~ Tommy Bahama.

Operating income (loss) ~~income~~

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	Third Quarter Fiscal 2015			Third Quarter Fiscal 2014			$ Change			% Change		First Quarter Fiscal 2016			First Quarter Fiscal 2015			$ Change			% Change
Tommy Bahama	$	(6,289	)	$	374		$	(6,663	)	(1,781.6	)%	$	13,318		$	20,775		$	(7,457	)	(35.9	)%
Lilly Pulitzer	5,109			4,131			978			23.7	%	20,794			17,742			3,052			17.2	%
Lanier Clothes	3,041			3,417			(376		)	(11.0	)%
Lanier Apparel												2,865			1,844			1,021			55.4	%
Southern Tide												48			—			48			NM
Corporate and Other	(3,027		)	(3,534		)	507			14.3	%	(5,019		)	(4,879		)	(140		)	(2.9	)%
Total operating (loss) income	$	(1,166	)	$	4,388		$	(5,554	)	(126.6	)%
Total operating income												$	32,006		$	35,482		$	(3,476	)	(9.8	)%
LIFO credit included in Corporate and Other	$	(414	)	$	(426	)						$	(294	)	$	(330	)
Inventory step-up charge included in Southern Tide												$	153		$	—
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition	$	373		$	445							$	370		$	394
Change in fair value of contingent consideration included in Lilly Pulitzer	$	—		$	69
Amortization of intangible assets included in Southern Tide												$	50		$	—
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other												762			—

The lower operating results in the ~~Third~~First Quarter of Fiscal ~~2015~~2016 were primarily due to the lower operating results in Tommy Bahama ~~and Lanier Clothes,~~ partially offset by improved operating results in Lilly Pulitzer and ~~Corporate and Other.~~Lanier Apparel. Changes in operating income (loss) by operating group are discussed below.

Tommy Bahama:


	Third Quarter Fiscal 2015			Third Quarter Fiscal 2014			$ Change			% Change		First Quarter Fiscal 2016			First Quarter Fiscal 2015			$ Change			% Change
Net sales	$	124,101		$	125,387		$	(1,286	)	(1.0	)%	$	162,719		$	172,669		$	(9,950	)	(5.8	)%
Gross margin	58.5		%	58.0		%						60.7		%	60.9		%
Operating (loss) income	$	(6,289	)	$	374		$	(6,663	)	(1,781.6	)%
Operating (loss) income as % of net sales	(5.1		)%	0.3		%
Operating income												$	13,318		$	20,775		$	(7,457	)	(35.9	)%
Operating income as % of net sales												8.2		%	12.0		%
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition	$	373		$	445							$	370		$	394

The lower operating results for Tommy Bahama were primarily due to lower sales and higher SG&A ~~and lower sales partially offset by higher gross margins.~~resulting in SG&A deleveraging. The higher SG&A ~~was primarily due to (1) $4.2~~for the First Quarter of Fiscal 2016 reflects $3.4 million of incremental SG&A associated with ~~the cost of~~ operating additional retail stores and restaurants, including pre-opening rent and set-up costs associated with new stores and restaurants ~~(2) higher costs to support the growing Tommy Bahama business~~ and ~~(3) $1.6~~$0.9 million of increased occupancy costs associated with ~~duplicate rent expense, moving costs and~~the higher rent structure related to the 2015 relocation of Tommy Bahama's office in Seattle, Washington during the Third Quarter of Fiscal 2015. The operating loss for the Tommy Bahama Waikiki retail-restaurant location, which opened in late October 2015, was $1.3 million in the Third Quarter of Fiscal 2015, with the substantial majority of this loss consisting of pre-opening rentSeattle. These SG&A increases were partially offset by lower incentive compensation amounts and ~~set-up costs, which is included in the incremental SG&A associated with new locations above.~~

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other cost reductions.

Lilly Pulitzer:


	Third Quarter Fiscal 2015			Third Quarter Fiscal 2014			$ Change		% Change		First Quarter Fiscal 2016			First Quarter Fiscal 2015			$ Change		% Change
Net sales	$	44,050		$	36,045		$	8,005	22.2	%	$	64,734		$	58,978		$	5,756	9.8	%
Gross margin	58.9		%	57.8		%					67.0		%	68.0		%
Operating income	$	5,109		$	4,131		$	978	23.7	%	$	20,794		$	17,742		$	3,052	17.2	%
Operating income as % of net sales	11.6		%	11.5		%					32.1		%	30.1		%
Change in fair value of contingent consideration included in Lilly Pulitzer	$	—		$	69

The increase in operating income in Lilly Pulitzer was primarily due to the higher net sales and ~~gross margin. These items were~~SG&A leveraging in the current year partially offset by ~~increased~~the impact of the lower gross margin. The higher SG~~&A. The~~&A for the First Quarter of Fiscal 2016 reflects increased SG&A ~~was primarily associated with (1) higher costs~~ to support the growing business, ~~reflecting increased~~including infrastructure ~~costs~~ and advertising ~~expense~~expenses, and ~~(2) $1.4~~$1.0 million of incremental SG&A associated with the cost of operating additional retail stores. These increases in SG&A were partially offset by lower incentive compensation amounts during the First Quarter of Fiscal 2016.

Lanier ~~Clothes:~~Apparel:

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	Third Quarter Fiscal 2015			Third Quarter Fiscal 2014			$ Change			% Change		First Quarter Fiscal 2016			First Quarter Fiscal 2015			$ Change			% Change
Net sales	$	26,159		$	35,886		$	(9,727	)	(27.1	)%	$	26,611		$	28,023		$	(1,412	)	(5.0	)%
Gross margin	28.7		%	23.9		%						32.3		%	28.9		%
Operating income	$	3,041		$	3,417		$	(376	)	(11.0	)%	$	2,865		$	1,844		$	1,021		55.4	%
Operating income as % of net sales	11.6		%	9.5		%						10.8		%	6.6		%

The ~~lower~~increase in operating income for Lanier ~~Clothes~~Apparel was primarily due to ~~the reduction in net sales offset by higher gross margins and~~ lower SG~~&A.~~&A and improved gross margin, which exceeded the impact of lower net sales. The lower SG&A primarily reflects ~~decreases in certain variable and other expenses including~~lower royalty, advertising and ~~distribution~~sample expenses.

Southern Tide:



	First Quarter of Fiscal 2016			First Quarter of Fiscal 2015		$ Change		% Change
Net sales	$	1,425		$	—	$	1,425	NM
Gross margin	39.9		%	NA
Operating income	$	48		$	—	$	48	NM
Inventory step-up charge included in Southern Tide	$	153		$	—
Amortization of intangible assets included in Southern Tide	$	50		$	—

The net sales, gross margin and operating income of Southern Tide reflects the results of Southern Tide for the period from the date of acquisition on April 19, 2016 through April 30, 2016. We do not consider the results for this short period to be indicative of expected results on an annual basis or for future periods. During Fiscal 2016, we expect that the gross profit of Southern Tide will be unfavorably impacted by $3.0 million of incremental cost of goods sold related to the step-up of inventory at acquisition, which will be recognized in cost of goods sold as the acquired inventory is sold, and that SG&A will include $0.7 million of amortization of intangible assets; however, these amounts may change as we finalize our valuation of acquired assets and liabilities. We do not anticipate any inventory step-up charges subsequent to Fiscal 2016, but we expect that the amortization of intangible assets will be recognized over a period of 15 years.

Corporate and Other:


	Third Quarter Fiscal 2015			Third Quarter Fiscal 2014			$ Change		% Change		First Quarter Fiscal 2016			First Quarter Fiscal 2015			$ Change			% Change
Net sales	$	4,314		$	3,860		$	454	11.8	%	$	746		$	724		$	22		3.0	%
Operating loss	$	(3,027	)	$	(3,534	)	$	507	14.3	%	$	(5,019	)	$	(4,879	)	$	(140	)	(2.9	)%
LIFO credit included in Corporate and Other	$	(414	)	$	(426	)					$	(294	)	$	(330	)
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other											$	762		$	—

The ~~improved~~lower operating results in Corporate and Other were primarily due to the ~~higher net sales in Oxford Golf and~~$0.8 million of transactions expenses associated with the Southern Tide acquisition, which was partially offset by lower ~~SG&A in Corporate and Other.~~incentive compensation amounts.

Interest expense, net

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014 $ Change % Change
Interest expense, net $ 449
$ 730
$ (281 ) (38.5 )%



	First Quarter Fiscal 2016		First Quarter Fiscal 2015		$ Change			% Change
Interest expense, net	$	614	$	773	$	(159	)	(20.6	)%

Interest expense for the ~~Third~~First Quarter of Fiscal ~~2015~~2016 decreased from the prior year primarily due to lower average ~~borrowings~~debt outstanding during the ~~Third~~First Quarter of Fiscal ~~2015~~2016 compared to the ~~Third~~First Quarter of Fiscal ~~2014.~~2015. The lower ~~borrowings~~average debt outstanding in the ~~Third~~First Quarter of Fiscal ~~2015~~2016 was primarily ~~resulted from~~a result of the ~~application~~use of proceeds from the ~~disposal~~July 2015 sale of Ben Sherman for debt repayment partially offset by increased debt subsequent to the acquisition of Southern Tide on April 19, 2016.

18Income taxes

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~~Sherman at~~



	First Quarter Fiscal 2016			First Quarter Fiscal 2015			$ Change			% Change
Income taxes	$	11,215		$	13,385		$	(2,170	)	(16.2	)%
Effective tax rate	35.7		%	38.6		%

Income tax expense for the ~~end~~First Quarter of Fiscal 2016 decreased, reflecting lower earnings and a lower effective tax rate. The lower effective tax rate in First Quarter of Fiscal 2016 compared to the ~~Second~~First Quarter of Fiscal 2015 was primarily due to ~~repay~~(1) improved operating results in our Hong-Kong based sourcing operations and Tommy Bahama Asia-Pacific retail operations resulting in the utilization of certain foreign net operating loss carryforward amounts, ~~previously outstanding under our U.S. Revolving Credit Agreement.~~

~~Income taxes~~

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014 $ Change % Change
Income taxes $ (225 ) $ 1,886
$ (2,111 ) (111.9 )%
Effective tax rate 13.9 % 51.6 %

~~The effective tax rate from continuing operations for both periods, as compared to a typical statutory tax rate, reflect the net impact of (1) certain items which do not fluctuate with~~(2) lower domestic earnings ~~(2) the impact of changes in expected earnings projections for the year by jurisdiction~~ and (3) certain favorable discrete ~~items. The net impact~~items, including the tax benefit associated with the vesting of ~~these items often results in a more significant or unusual impact on the effective tax rate in the third quarter given the significantly lower operating results~~restricted stock awards during the ~~third quarter as compared to the other quarters~~First Quarter of ~~the fiscal year. Thus, the effective tax rate for the third quarter is generally not indicative of the effective tax rate anticipated for the full year.~~Fiscal 2016. Our effective tax rate for ~~the full year of~~ Fiscal ~~2015~~2016 is expected to be approximately ~~38%.~~36%, reflecting the favorable impact of our foreign operations, including the utilization of foreign operating loss carryforwards, on our consolidated effective tax rate.

Net ~~(loss)~~ earnings from continuing operations

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014
Net (loss) earnings from continuing operations $ (1,390 ) $ 1,772
Net (loss) earnings from continuing operations per diluted share $ (0.08 ) $ 0.11
Weighted average shares outstanding - diluted 16,457
16,435



	First Quarter Fiscal 2016		First Quarter Fiscal 2015
Net earnings from continuing operations	$	20,177	$	21,324
Net earnings from continuing operations per diluted share	$	1.21	$	1.29
Weighted average shares outstanding - diluted	16,617		16,525

The primary ~~reasons~~reason for the lower ~~operating results~~net earnings from continuing operations per diluted share in the ~~Third~~First Quarter of Fiscal ~~2015 were~~2016 was lower operating ~~results~~income in Tommy Bahama and ~~Lanier Clothes,~~$0.8 million of transaction expenses associated with the Southern Tide acquisition that were recognized in Corporate and Other, partially offset by ~~improved~~higher operating ~~results~~income in Lilly Pulitzer and ~~Corporate and Other, each~~Lanier Apparel as ~~discussed above.~~

~~The third quarter of our fiscal year has historically been our smallest sales, gross margin and operating~~well as lower income quarter of our fiscal year. This is generally due to seasonality as certain of our retail stores typically do not earn an operating profit during the third quarter due to the lower retail sales. As we add more retail stores, the additional stores likely will put additional downward pressure on our earnings during the third quarter in future years. Thus as the retail store operations of our brands continue to represent a larger proportion of our business, the operating results gap between the strong first, second and fourth quarters and the smaller third quarter is expected to widen.tax expense.

Discontinued operations

Third Quarter Fiscal 2015 Third Quarter Fiscal 2014 $ Change % Change
Net loss from discontinued operations, net of taxes $ (754 ) $ (1,846 ) $ 1,092
59.2 %



	First Quarter Fiscal 2016		First Quarter Fiscal 2015			$ Change		% Change
Loss from discontinued operations, net of taxes	$	—	$	(4,068	)	$	4,068	100.0	%

The ~~lower~~ net loss from discontinued operations, net of taxes in the ~~Third~~First Quarter of Fiscal 2015 ~~was primarily due to~~reflects the ~~disposal~~operations of our former Ben Sherman operating group, which was sold during the Second Quarter of Fiscal 2015. Therefore, the Third Quarter of Fiscal 2015 reflects the impact of changes in (1) foreign currency exchange rates on inter-company amounts associated with the discontinued operations that were settled late in the Third Quarter of Fiscal 2015, (2) certain wind-down and post-transaction obligations, and (3) accruals for any retained liabilities, while the Third Quarter of Fiscal 2014 reflects the operating activities of Ben Sherman. We do not anticipate significant operations or earnings related to the discontinued operations in future periods, with cash flow attributable to discontinued operations in future periods primarily limited to ~~the post-closing purchase price adjustments and~~ amounts associated with acertain retained lease ~~obligation of the Ben Sherman business which we retained in connection with the transaction.~~

~~Table of Contents~~

~~FIRST NINE MONTHS OF FISCAL 2015 COMPARED TO FIRST NINE MONTHS OF FISCAL 2014~~

obligations. The ~~following table sets forth the specified line items in~~estimated lease liability represents our unaudited condensed consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales. The table also sets forth the dollar change and the percentage change of the data as compared to the same period of the prior year. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding.

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Net sales $ 709,708
100.0 % $ 671,294
100.0 % $ 38,414
5.7 %
Cost of goods sold 296,340
41.8 % 290,786
43.3 % 5,554
1.9 %
Gross profit $ 413,368
58.2 % $ 380,508
56.7 % $ 32,860
8.6 %
SG&A 355,337
50.1 % 323,674
48.2 % 31,663
9.8 %
Change in fair value of contingent consideration —
— % 206
— % (206 ) (100.0 )%
Royalties and other operating income 11,032
1.6 % 10,052
1.5 % 980
9.7 %
Operating income $ 69,063
9.7 % $ 66,680
9.9 % $ 2,383
3.6 %
Interest expense, net 1,961
0.3 % 2,588
0.4 % (627 ) (24.2 )%
Earnings from continuing operations before income taxes $ 67,102
9.5 % $ 64,092
9.5 % $ 3,010
4.7 %
Income taxes 26,119
3.7 % 25,973
3.9 % 146
0.6 %
Net earnings from continuing operations $ 40,983
5.8 % $ 38,119
5.7 % $ 2,864
7.5 %
Net loss, including loss on sale, of discontinued operations, net of taxes (27,892 ) NM
(8,155 ) NM
(19,737 ) (242.0 )%
Net earnings $ 13,091
NM
$ 29,964
NM
$ (16,873 ) (56.3 )%

The discussion and tables below compare certain line items included in our statements of operations for the First Nine Months of Fiscal 2015 to the First Nine Months of Fiscal 2014. Each dollar and percentage change provided reflects the change between these periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.

Unless otherwise indicated, all references to assets, liabilities, revenues and expenses in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our Ben Sherman operating group, as discussed in Note 4 in our condensed consolidated financial statements included in this report.

~~Net Sales~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Tommy Bahama $ 462,612
$ 441,535
$ 21,077
4.8 %
Lilly Pulitzer 167,704
132,984
34,720
26.1 %
Lanier Clothes 70,637
85,950
(15,313 ) (17.8 )%
Corporate and Other 8,755
10,825
(2,070 ) (19.1 )%
Total net sales $ 709,708
$ 671,294
$ 38,414
5.7 %

Consolidated net sales increased $38.4 million, or 5.7%, in the First Nine Months of Fiscal 2015 compared to the First Nine Months of Fiscal 2014 reflecting changes in net sales of each operating group, as discussed below. The following table presents the proportion of our consolidated net sales by distribution channel for each period presented:

~~Table of Contents~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014
Full-price retail stores, outlets and warehouse sales 42 % 39 %
E-commerce 16 % 14 %
Restaurant 7 % 7 %
Wholesale 35 % 40 %
Total 100 % 100 %

~~Tommy Bahama:~~

The Tommy Bahama net sales increase of $21.1 million, or 4.8%, was primarily driven by (1) an incremental net sales increase of $16.4 million associated with the operation of additional full-price retail and outlet stores, (2) a $5.7 million, or 3%, increase in comparable store sales, which includes full-price retail stores and full-price e-commerce sales, to $216.3 million in the First Nine Months of Fiscal 2015 from $210.7 million in the First Nine Months of Fiscal 2014, (3) a $3.9 million increase in restaurant sales resulting from the operation of one additional restaurant and increased sales in existing restaurants and (4) a $1.0 million increase in e-commerce flash clearance sales. These increases in net sales were partially offset by a $5.3 million decrease in wholesale sales and a decrease of $0.6 million in outlet stores which were operated during all of Fiscal 2014 and Fiscal 2015.

As of October 31, 2015, we operated 164 Tommy Bahama stores globally, consisting of 107 full-price retail stores, 16 restaurant-retail locations and 41 outlet stores. As of November 1, 2014 we operated 150 Tommy Bahama stores consisting of 96 full-price retail stores, 14 restaurant-retail locations and 40 outlet stores.

~~The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014
Full-price retail stores and outlets 50 % 49 %
E-commerce 14 % 13 %
Restaurant 11 % 10 %
Wholesale 25 % 28 %
Total 100 % 100 %

~~Lilly Pulitzer:~~

The Lilly Pulitzer net sales increase of $34.7 million, or 26.1%, was primarily a result of (1) an $18.9 million, or 30%, increase in comparable store sales to $82.2 million in the First Nine Months of Fiscal 2015 compared to $63.3 million in the First Nine Months of Fiscal 2014, (2) an incremental net sales increase of $8.1 million associated with the operation of additional retail stores, (3) a $5.2 million increase in wholesale sales during the First Nine Months of Fiscal 2015, (4) an increase in e-commerce flash clearance sales of $1.6 million to $13.4 million in the First Nine Months of Fiscal 2015, and (5) $0.9 million higher sales at the June warehouse sale. As of October 31, 2015, we operated 34 Lilly Pulitzer retail stores compared to 28 retail stores as of November 1, 2014.

~~The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014
Full-price retail stores and warehouse sales 37 % 35 %
E-commerce 29 % 26 %
Wholesale 34 % 39 %
Total 100 % 100 %

~~Table of Contents~~

~~Lanier Clothes:~~

The decrease in net sales for Lanier Clothes of $15.3 million, or 17.8%, reflects a decrease in net sales in both the private label and branded businesses. Both the branded and private label businesses were unfavorably impacted by the reduction in or exit from certain replenishment and other programs.

~~Corporate and Other:~~

~~Corporate and Other net sales in each period primarily consist~~best estimate of the net ~~sales of our Oxford Golf business and our Lyons, Georgia distribution center as well~~loss anticipated with respect to the retained lease obligations; however, the ultimate loss to be recognized remains uncertain as the ~~impact~~amount of any sub-lease income is dependent upon negotiated terms of any sub-lease agreements entered into for the ~~elimination of inter-company sales between operating groups. The decrease in sales~~spaces in the ~~First Nine Months of Fiscal 2015 was primarily due to a reduction in Oxford Golf's private label sales programs during the First Quarter and Second Quarter of Fiscal 2015.~~

~~Gross Profit~~

The table below presents gross profit by operating group and in total for the First Nine Months of Fiscal 2015 and the First Nine Months of Fiscal 2014 as well as the change between those two periods. Our gross profit and gross margin, which is calculated as gross profit divided by net sales, may not be directly comparable to those of our competitors, as statement of operations classification of certain expenses may vary by company.

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Tommy Bahama $ 278,263
$ 267,013
$ 11,250
4.2 %
Lilly Pulitzer 110,088
85,167
24,921
29.3 %
Lanier Clothes 20,755
22,954
(2,199 ) (9.6 )%
Corporate and Other 4,262
5,374
(1,112 ) (20.7 )%
Total gross profit $ 413,368
$ 380,508
$ 32,860
8.6 %
LIFO credit included in Corporate and Other $ (30 ) $ (473 )

The increase in consolidated gross profit was primarily driven by higher net sales, as discussed above, as well as a change in sales mix as a greater proportion of consolidated net sales were Lilly Pulitzer sales, which typically has higher gross margins than our other operating groups. In addition to the impact of the changes in net sales, gross profit on a consolidated basis and for each operating group was impacted by the change in sales mix and gross margin within each operating group, as discussed below. The table below presents gross margin by operating group and in total for the First Nine Months of Fiscal 2015 and First Nine Months of Fiscal 2014.future.

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014
Tommy Bahama 60.2 % 60.5 %
Lilly Pulitzer 65.6 % 64.0 %
Lanier Clothes 29.4 % 26.7 %
Corporate and Other NM
NM
Consolidated gross margin 58.2 % 56.7 %

On a consolidated basis, gross margin increased in the First Nine Months of Fiscal 2015, primarily as a result of (1) Lilly Pulitzer representing a greater proportion of consolidated net sales, (2) direct to consumer sales representing a greater proportion of consolidated net sales and (3) improved gross margins in Lilly Pulitzer and Lanier Clothes. These favorable items were partially offset by the lower gross margin in Tommy Bahama.

~~Tommy Bahama:~~

Tommy Bahama's gross margin in the First Nine Months of Fiscal 2015 decreased slightly from the First Nine Months of Fiscal 2014. The reduction in gross margin reflected lower gross margins in both the direct to consumer and

~~Table of Contents~~

wholesale channels of distribution, which offset the favorable impact of a change in sales mix with direct to consumer sales representing a greater proportion of net sales. The lower direct to consumer gross margin was primarily due to a greater proportion of sales in our full-price stores and e-commerce website in the period occurring in connection with Tommy Bahama's Friends and Family, loyalty card and flip-side events and more significant in-store discounts in our outlet stores. The lower gross margin in the wholesale business was primarily a result of a greater proportion of wholesale sales being off-price sales in the First Quarter and Second Quarter of Fiscal 2015.

~~Lilly Pulitzer:~~

The increase in gross margin for Lilly Pulitzer was primarily driven by (1) a change in sales mix towards the direct to consumer channel of distribution, which typically has higher gross margins than the wholesale channel of distribution, (2) higher gross margins in each channel of distribution and (3) fewer off-price sales in the current year.

~~Lanier Clothes:~~

~~The increase in gross margin for Lanier Clothes was primarily due to a change in sales mix with a greater proportion of sales being higher gross margin branded business programs.~~

~~Corporate and Other:~~

The gross profit in Corporate and Other in each period primarily reflects (1) the gross profit of our Oxford Golf and Lyons, Georgia distribution center operations, (2) the impact of LIFO accounting adjustments and (3) the impact of certain consolidating adjustments, including the elimination of inter-company sales between operating groups. The lower gross profit for Corporate and Other in the First Nine Months of Fiscal 2015 was primarily due to the impact of lower sales and the net unfavorable impact of LIFO accounting. LIFO accounting resulted in no significant impact in the First Nine Months of Fiscal 2015 compared to a credit of $0.5 million in the First Nine Months of Fiscal 2014.

~~SG&A~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
SG&A $ 355,337
$ 323,674
$ 31,663
9.8 %
SG&A as % of net sales 50.1 % 48.2 %

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 1,159
$ 1,343

The increase in SG&A was primarily due to (1) $14.4 million of incremental costs in the First Nine Months of Fiscal 2015 associated with additional Tommy Bahama retail stores and restaurants, including the Waikiki retail-restaurant location, and Lilly Pulitzer stores, (2) costs to support the growing Tommy Bahama and Lilly Pulitzer businesses, (3) $2.7 million of increased incentive compensation in the First Nine Months of Fiscal 2015 and (4) $1.8 million of increased occupancy costs associated with duplicate rent expense, moving costs and higher rent structure related to the relocation of Tommy Bahama's office in Seattle, Washington. SG&A included $1.5 million of amortization of intangible assets in the First Nine Months of Fiscal 2015 compared to $1.7 million in the First Nine Months of Fiscal 2014.

~~Royalties and other operating income~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Royalties and other operating income $ 11,032
$ 10,052
$ 980
9.7 %

Royalties and other operating income in the First Nine Months of Fiscal 2015 primarily reflect income received from third parties from the licensing of our Tommy Bahama and Lilly Pulitzer brands. The $1.0 million increase in royalties and other income reflects increased royalty income for both Tommy Bahama and Lilly Pulitzer.

~~Operating income (loss)~~

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First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Tommy Bahama $ 34,627
$ 41,994
$ (7,367 ) (17.5 )%
Lilly Pulitzer 42,367
30,108
12,259
40.7 %
Lanier Clothes 6,665
7,692
(1,027 ) (13.4 )%
Corporate and Other (14,596 ) (13,114 ) (1,482 ) (11.3 )%
Total operating income $ 69,063
$ 66,680
$ 2,383
3.6 %
LIFO credit included in Corporate and Other $ (30 ) $ (473 )

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 1,159
$ 1,343

Change in fair value of contingent consideration included in Lilly Pulitzer $ —
$ 206

The increase in operating income was primarily due to the higher operating income in Lilly Pulitzer partially offset by lower operating income in Tommy Bahama and Lanier Clothes and a higher operating loss in Corporate and Other. Changes in operating income (loss) by operating group are discussed below.

~~Tommy Bahama:~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Net sales $ 462,612
$ 441,535
$ 21,077
4.8 %
Gross margin 60.2 % 60.5 %

Operating income $ 34,627
$ 41,994
$ (7,367 ) (17.5 )%
Operating income as % of net sales 7.5 % 9.5 %

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 1,159
$ 1,343

The lower operating income for Tommy Bahama was primarily due to the higher SG&A and lower gross margin partially offset by higher sales. The higher SG&A reflects (1) $10.9 million of incremental SG&A associated with the cost of operating additional retail stores and restaurants, including pre-opening rent and set-up costs associated with new stores and restaurants, (2) higher costs to support the growing Tommy Bahama business and (3) $1.8 million of increased occupancy costs associated with duplicate rent expense, moving costs and higher rent structure related to the relocation of Tommy Bahama's office in Seattle, Washington during the Third Quarter of Fiscal 2015. The operating loss for the Tommy Bahama Waikiki retail-restaurant location, which opened in late October 2015, was $2.1 million in the First Nine Months of Fiscal 2015, with the substantial majority of this loss consisting of pre-opening rent and set-up costs, which is included in the incremental SG&A associated with new locations above.

~~Lilly Pulitzer:~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Net sales $ 167,704
$ 132,984
$ 34,720
26.1 %
Gross margin 65.6 % 64.0 %

Operating income $ 42,367
$ 30,108
$ 12,259
40.7 %
Operating income as % of net sales 25.3 % 22.6 %

Change in fair value of contingent consideration included in Lilly Pulitzer $ —
$ 206

The increase in operating income in Lilly Pulitzer was primarily due to the higher net sales and gross margin. These items were partially offset by increased SG&A. The increased SG&A was primarily associated with (1) higher costs to support

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the growing business, reflecting increased infrastructure costs and advertising expense, (2) $3.4 million of incremental SG&A associated with the cost of operating additional retail stores and (3) $1.4 million of higher incentive compensation.

~~Lanier Clothes:~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Net sales $ 70,637
$ 85,950
$ (15,313 ) (17.8 )%
Gross margin 29.4 % 26.7 %

Operating income $ 6,665
$ 7,692
$ (1,027 ) (13.4 )%
Operating income as % of net sales 9.4 % 8.9 %

The lower operating income for Lanier Clothes was primarily due to the reduction in net sales partially offset by higher gross margin and lower SG&A. The lower SG&A reflects decreases in certain variable and other expenses including royalty, advertising and distribution expenses.

~~Corporate and Other:~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Net sales $ 8,755
$ 10,825
$ (2,070 ) (19.1 )%
Operating loss $ (14,596 ) $ (13,114 ) $ (1,482 ) (11.3 )%
LIFO credit included in Corporate and Other $ (30 ) $ (473 )

The lower operating results in Corporate and Other were primarily due to the lower net sales in Oxford Golf's private label business, higher incentive compensation expense and the net unfavorable impact of LIFO accounting in the First Nine Months of Fiscal 2015 compared to the First Nine Months of Fiscal 2014.

~~Interest expense, net~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Interest expense, net $ 1,961
$ 2,588
$ (627 ) (24.2 )%

Interest expense for the First Nine Months of Fiscal 2015 decreased from the prior year primarily due to lower average borrowings outstanding, particularly in Third Quarter of Fiscal 2015, and lower borrowing rates during the First Nine Months of Fiscal 2015 compared to the First Nine Months of Fiscal 2014.

~~Income taxes~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Income taxes $ 26,119
$ 25,973
$ 146
0.6 %
Effective tax rate 38.9 % 40.5 %

Income tax expense for the First Nine Months of Fiscal 2015 increased, reflecting higher earnings and offset by a lower effective tax rate. The lower effective tax rate in the First Nine Months of Fiscal 2015 compared to the First Nine Months of Fiscal 2014 primarily resulted from higher domestic earnings and reductions in foreign losses. Our effective tax rate for the full year of Fiscal 2015 is expected to be approximately 38%.

~~Net earnings from continuing operations~~

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First Nine Months Fiscal 2015 First Nine Months Fiscal 2014
Net earnings from continuing operations $ 40,983
$ 38,119
Net earnings from continuing operations per diluted share $ 2.48
$ 2.32
Weighted average shares outstanding - diluted 16,544
16,461

The increase in net earnings from continuing operations was primarily due to the higher operating income in Lilly Pulitzer partially offset by lower operating income in Tommy Bahama and Lanier Clothes and a higher operating loss in Corporate and Other, each as discussed above.

~~Discontinued operations~~

First Nine Months Fiscal 2015 First Nine Months Fiscal 2014 $ Change % Change
Loss from discontinued operations, net of taxes $ (7,455 ) $ (8,155 ) $ 700
8.6 %
Loss on sale of discontinued operations, net of taxes $ (20,437 ) $ —
$ (20,437 ) (100.0 )%
Net loss from discontinued operations, net of taxes $ (27,892 ) $ (8,155 ) $ (19,737 ) (242.0 )%

The larger net loss from discontinued operations, net of taxes in the First Nine Months of Fiscal 2015 was primarily due to the Second Quarter 2015 loss on sale of the Ben Sherman operations partially offset by a lower loss from discontinued operations, net of taxes. We do not anticipate significant operations or earnings related to the discontinued operations in future periods, with cash flow attributable to discontinued operations in future periods primarily limited to the post-closing purchase price adjustments and amounts associated with a lease obligation of the Ben Sherman business which we retained in connection with the transaction.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary source of revenue and cash flow is ~~the sale~~through our design, sourcing, marketing and distribution of branded apparel products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer and ~~other related products through our direct to consumer~~Southern Tide lifestyle brands, as well as certain licensed and ~~wholesale channels of distribution.~~private label products. Our primary uses of cash flow include the purchase of products in the operation of our business, as well as operating expenses including employee compensation and benefits, occupancy-related costs, marketing and advertising costs, other general and administrative expenses and the payment of periodic interest payments related to our financing arrangements. Additionally, we use cash for the funding of capital expenditures and dividends and repayment of indebtedness. In the ordinary course of business, we maintain certain levels of inventory and extend credit to our wholesale customers. Thus, we require a certain amount of working capital to operate our business. If cash inflows are less than cash outflows, we have access to amounts under our ~~revolving credit agreement,~~Revolving Credit Agreement, subject to its terms, which is described below. We may seek to finance our future cash requirements through various methods, including ~~but not limited to,~~ cash flow from operations, borrowings under our current or additional credit facilities, sales of debt or equity securities and cash on hand.

As of ~~October 31, 2015,~~April 30, 2016, we had ~~$6.6~~$7.0 million of cash and cash equivalents on hand, with ~~$68.7~~$152.9 million of borrowings outstanding and ~~$161.6~~$77.5 million of availability under our ~~U.S. Revolving~~Prior Credit Agreement. We believe our balance sheet and anticipated

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future positive cash flow from operating activities provide us with ample opportunity to continue to invest in our brands and our direct to consumer initiatives.

Key Liquidity Measures


($ in thousands)	October 31, 2015			January 31, 2015			November 1, 2014			February 2, 2014			April 30, 2016			January 30, 2016			May 2, 2015			January 31, 2015
Total current assets	$	240,437		$	282,969		$	282,580		$	271,032		$	255,550		$	216,796		$	297,021		$	258,545
Total current liabilities	$	122,932		$	159,942		$	132,229		$	133,046		$	109,370		$	128,899		$	135,469		$	159,942
Working capital	$	117,505		$	123,027		$	150,351		$	137,986		$	146,180		$	87,897		$	161,552		$	98,603
Working capital ratio	1.96			1.77			2.14			2.04			2.34			1.68			2.19			1.62
Debt to total capital ratio	18		%	27		%	34		%	35		%	30		%	12		%	30		%	27		%

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Our working capital ratio is calculated by dividing total current assets by total current liabilities. Current assets decreased from ~~November 1, 2014~~May 2, 2015 to ~~October 31, 2015~~April 30, 2016 primarily due to the disposal of the discontinued operations during the Second Quarter of Fiscal ~~2015.~~2015, partially offset by the current assets related to the Southern Tide business acquired during the First Quarter of Fiscal 2016, as well as increases in inventories in our other operating groups. The ~~November 1, 2014~~May 2, 2015 balance sheet included ~~$40.9~~$70.6 million of current assets related to discontinued operations with no current assets related to discontinued operations as of ~~October 31, 2015.~~April 30, 2016. Current liabilities decreased primarily due to ~~(1) the $12.4 million reduction in contingent consideration and (2)~~ the disposal of the discontinued operations during the Second Quarter of Fiscal 2015, resulting in a decrease in current liabilities related to discontinued operations ~~from $14.4 million to $6.2 million, which were partially offset by increases in other current liability amounts.~~of $18.2 million. Changes in current assets and current liabilities are discussed below.

For the ratio of debt to total capital, debt is defined as short-term and long-term debt included in continuing operations, and total capital is defined as debt plus shareholders' equity. Debt was ~~$68.7~~$152.9 million at ~~October 31, 2015~~April 30, 2016 and ~~$143.5~~$130.6 million at ~~November 1, 2014,~~May 2, 2015, while shareholders’ equity was ~~$319.9~~$352.4 million at ~~October 31, 2015~~April 30, 2016 and ~~$280.9~~$306.0 million at ~~November 1, 2014.~~May 2, 2015. The ~~decrease~~increase in debt since May 2, 2015 was primarily ~~resulted from~~due to the ~~$59.3~~payment of $91.9 million ~~of proceeds~~ related to the ~~disposal~~Southern Tide acquisition, $71.8 million of capital expenditures and the payment of $17.0 million of dividends which were partially offset by $102.0 million of cash flow from operations and proceeds of $57.3 million from the sale of Ben ~~Sherman and the net impact of positive cash flows from continuing operations which exceeded the cash paid for capital expenditures, dividends and contingent consideration during the period.~~Sherman. Shareholders' equity increased from ~~November 1, 2014,~~May 2, 2015, primarily as a result of net earnings less dividends paid and the change in accumulated other comprehensive ~~loss during that period.~~loss. Our debt levels and ratio of debt to total capital in future periods may not be comparable to historical amounts as we continue to assess, and possibly make changes to, our capital structure. Changes in our capital structure in the future, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Balance Sheet

The following tables set forth certain information included in our consolidated balance sheets (in thousands). For each line item included in our consolidated balance sheet related to discontinued operations, the decrease in those amounts from prior periods reflects the disposal of the discontinued Ben Sherman operations during the Second Quarter of Fiscal 2015. Additionally, as a result of the First Quarter of Fiscal 2016 acquisition of Southern Tide a number of line items in our balance sheet increased as discussed below. Below each table are explanations for any significant changes in the balances from ~~November 1, 2014~~May 2, 2015 to ~~October 31, 2015~~.April 30, 2016.

Current Assets:


	October 31, 2015		January 31, 2015		November 1, 2014		February 2, 2014		April 30, 2016		January 30, 2016		May 2, 2015		January 31, 2015
Cash and cash equivalents	$	6,558	$	5,281	$	6,275	$	8,483	$	6,974	$	6,323	$	8,913	$	5,281
Receivables, net	60,344		64,587		70,269		61,325		81,493		59,065		82,338		64,587
Inventories, net	120,559		120,613		118,105		117,090		143,641		129,136		114,376		120,613
Prepaid expenses, net	26,570		19,941		25,278		19,030
Deferred tax assets	26,406		24,424		21,767		20,375
Prepaid expenses									23,442		22,272		20,774		19,941
Assets related to discontinued operations, net	—		48,123		40,886		44,729		—		—		70,620		48,123
Total current assets	$	240,437	$	282,969	$	282,580	$	271,032	$	255,550	$	216,796	$	297,021	$	258,545

Cash and cash equivalents as of ~~October 31,~~April 30, 2016 and May 2, 2015 ~~and November 1, 2014~~ include typical cash amounts maintained on an ongoing basis in our operations, which generally ranges from $5 million to $10 million at any given time. Any excess cash

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generally is used to repay amounts outstanding under our revolving credit agreement. The decrease in receivables, net as of ~~October 31, 2015~~April 30, 2016 was primarily a result of lower wholesale sales in the last two months of the ~~Third~~First Quarter of Fiscal ~~2015 as~~2016 compared to the last two months of the ~~Third~~First Quarter of Fiscal ~~2014, which was~~2015, partially offset by ~~higher~~the receivables ~~due from landlords reflecting~~related to the ~~more significant leasehold improvement build out costs which had not been reimbursed as of October 31, 2015.~~Southern Tide business. Inventories, net as of ~~October 31, 2015~~April 30, 2016 increased from ~~November 1, 2014~~May 2, 2015 primarily as a result of ~~an increase in Tommy Bahama~~(1) inventories ~~partially offset by lower~~related to the Southern Tide business and (2) increased inventories in ~~Lilly Pulitzer.~~each of our other operating groups for anticipated sales increases in the Second Quarter of Fiscal 2016 and resulting from lower sales than our plan during the First Quarter of Fiscal 2016. We believe that inventory levels in each operating group are appropriate to support anticipated sales levels for the ~~Fourth Quarter of Fiscal 2015.~~

Deferred tax assets increased from November 1, 2014 primarily reflecting the impact of higher incentive compensation amounts, changes in certain reserves and a change in timing differences associated with inventory, due in part to a significant LIFO accounting charge in the Fourth Quarter of Fiscal 2014. The decrease in assets related to discontinued operations, net reflects our disposition of the Ben Sherman discontinued operations during the Second Quarter of Fiscal ~~2015.~~2016. Prepaid expenses increased primarily as a result of the prepaid expenses associated with the Southern Tide business as well as the timing of payment and recognition of the related expense for certain prepaid items including maintenance and other service contracts, rent and advertising.

Non-current Assets:

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	October 31, 2015		January 31, 2015		November 1, 2014		February 2, 2014		April 30, 2016		January 30, 2016		May 2, 2015		January 31, 2015
Property and equipment, net	$	183,482	$	146,039	$	143,480	$	133,321	$	185,971	$	184,094	$	149,279	$	146,039
Intangible assets, net	144,491		146,135		147,478		149,169		185,416		143,738		145,902		146,134
Goodwill	17,238		17,295		17,401		17,399		50,058		17,223		17,313		17,296
Other non-current assets, net	22,400		22,529		22,558		23,121		21,800		20,839		23,044		22,646
Assets related to discontinued operations, net	—		31,747		32,197		33,263		—		—		—		31,747
Total non-current assets	$	367,611	$	363,745	$	363,114	$	356,273	$	443,245	$	365,894	$	335,538	$	363,862

The increase in property and equipment, net at ~~October 31,~~April 30, 2016 from May 2, 2015 primarily resulted from ~~November 1, 2014 reflects~~ capital expenditures in the twelve months ended ~~October 31, 2015~~April 30, 2016 partially offset by depreciation expense subsequent to ~~November 1, 2014 as well as the impact of changes in foreign currency exchange rates during that period.~~May 2, 2015. The ~~decrease~~increases in intangible assets, net and goodwill at ~~October 31, 2015 was~~April 30, 2016 were primarily due to the amortization of intangible assets subsequent to November 1, 2014, as well as the impact of foreign currency exchange rates on certain intangible assets. The decrease in assets related to discontinued operations, net reflects our dispositionacquisition of the ~~Ben Sherman discontinued operations in the Second Quarter of Fiscal 2015.~~Southern Tide business.

Liabilities:


	October 31, 2015		January 31, 2015		November 1, 2014		February 2, 2014		April 30, 2016		January 30, 2016		May 2, 2015		January 31, 2015
Total current liabilities	$	122,932	$	159,942	$	132,229	$	133,046	$	109,370	$	128,899	$	135,469	$	159,942
Long-term debt	68,744		104,842		143,516		137,592		152,905		43,975		130,572		104,842
Non-current contingent consideration	—		—		—		12,225
Other non-current liabilities	66,936		56,287		54,138		49,811		67,551		67,188		56,154		56,286
Non-current deferred income taxes	29,507		29,467		28,800		28,016
Deferred taxes									12,323		3,657		4,365		5,161
Non-current liabilities related to discontinued operations	—		5,571		6,142		6,452		4,278		4,571		—		5,571
Total liabilities	$	288,119	$	356,109	$	364,825	$	367,142	$	346,427	$	248,290	$	326,560	$	331,802

Current liabilities as of ~~October 31, 2015~~April 30, 2016 decreased compared to ~~November 1, 2014~~May 2, 2015 reflecting the $12.4 million reduction of contingent consideration as a result of the First Quarter of Fiscal 2015 payment of the final contingent consideration amounts associated with the Lilly Pulitzer acquisition and our ~~disposition~~disposal of the Ben Sherman discontinued operations, which reduced current liabilities by $18.2 million. Additionally, the net impact of increased accounts payable and decreases in income taxes payable, accrued compensation and other accrued expenses generally offset. The increase in debt since May 2, 2015 was primarily due to the payment of $91.9 million related to ~~discontinued operations by $8.2 million. These decreases in current liabilities~~the Southern Tide acquisition, $71.8 million of capital expenditures and the payment of $17.0 million of dividends, which were partially offset by ~~an increase in accrued compensation of $5.9 million, with the substantial majority of that increase in Lilly Pulitzer, and an increase in accounts payable of $4.2 million.~~

~~The decrease in long-term debt primarily resulted from the $59.3~~$102.0 million of cash flow from operations and proceeds ~~received~~of $57.3 million from the sale of Ben Sherman in the Second Quarter of Fiscal 2015 and the net impact of positive cash flows from continuing operations which exceeded the cash paid for capital expenditures, dividends and contingent consideration during the period.Sherman. Other non-current liabilities increased as of ~~October 31, 2015~~April 30, 2016 compared to ~~November 1, 2014~~May 2, 2015 primarily due to increases in deferred rent liabilities, including tenant improvement allowances from landlords. The ~~decrease~~increase in ~~liabilities related~~deferred taxes was primarily due to ~~discontinued operations reflects our disposition~~the impact of purchase accounting on basis differences for the ~~Ben Sherman discontinued operations in the Second Quarter~~acquired assets of ~~Fiscal 2015.~~Southern Tide and timing differences associated with depreciation, amortization and accrued compensation, which were partially offset by timing differences associated with leases and inventory.

Statement of Cash Flows

The following table sets forth the net cash flows, including continuing and discontinued operations, for the First ~~Nine Months~~Quarter of Fiscal ~~2015~~2016 and First ~~Nine Months~~Quarter of Fiscal ~~2014~~2015 (in thousands):

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	First Nine Months Fiscal 2015			First Nine Months Fiscal 2014			First Quarter Fiscal 2016			First Quarter Fiscal 2015
Net cash provided by operating activities	$	68,612		$	40,681		$	1,697		$	5,071
Net cash used in investing activities	(4,981		)	(36,549		)	(104,483		)	(11,907		)
Net cash used in financing activities	(62,885		)	(5,991		)
Net cash provided by financing activities							103,165			10,405
Net change in cash and cash equivalents	$	746		$	(1,859	)	$	379		$	3,569

Cash and cash equivalents on hand were ~~$6.6~~$7.0 million and ~~$6.3~~$8.9 million at ~~October 31,~~April 30, 2016 and May 2, 2015, ~~and November 1, 2014,~~ respectively. Changes in cash flows in the First ~~Nine Months~~Quarter of Fiscal ~~2015~~2016 and the First ~~Nine Months~~Quarter of Fiscal ~~2014~~2015 related to operating activities, investing activities and financing activities which are discussed below.

Operating Activities:

In the First ~~Nine Months~~Quarter of Fiscal 2016 and First Quarter of Fiscal 2015, ~~and First Nine Months of Fiscal 2014,~~ operating activities provided ~~$68.6~~$1.7 million and ~~$40.7~~$5.1 million of cash, respectively. The cash flow from operating activities was primarily the result of net earnings for the relevant period adjusted, as applicable, for non-cash activities including depreciation, amortization and equity-based compensation expense ~~and loss on sale of discontinued operations~~ as well as the net impact of changes in our working capital ~~accounts, which~~accounts. Working capital account changes had ~~a favorable impact on cash flow from operations in the First Nine Months of Fiscal 2015 and~~ an unfavorable impact on cash flow from operations in the First ~~Nine Months~~Quarter of Fiscal ~~2014.~~2016 and the First Quarter of Fiscal 2015 primarily due to the impact of seasonality on our business. In the First ~~Nine Months~~Quarter of Fiscal ~~2015~~2016 the more significant changes in working capital accounts were a decrease in ~~receivables, net and an increase in non-current liabilities, each of which increased cash flow from operations and a decrease in~~ current liabilities and an increase in ~~prepaid expenses,~~receivables, net, each of which decreased cash flow from operations. In the First ~~Nine Months~~Quarter of Fiscal ~~2014~~2015 the more significant changes in cash flow also were also a decrease in current liabilities and ~~increases in prepaid expenses, receivables, net and inventories, net, each of which decreased cash flow from operations and~~ an increase in ~~other non-current liabilities which increased cash flow from operations.~~receivables, net, partially offset by a decrease in inventories, net.

Investing Activities:

During the First ~~Nine Months~~Quarter of Fiscal 2016 and First Quarter of Fiscal 2015, ~~and First Nine Months of Fiscal 2014,~~ investing activities used ~~$5.0~~$104.5 million and ~~$36.5~~$11.9 million of cash, respectively. In the First ~~Nine Months~~Quarter of Fiscal ~~2015,~~2016, we ~~obtained $59.3~~paid $91.9 million of ~~proceeds~~cash for the ~~sale~~acquisition of ~~our Ben Sherman business, which was partially offset by the use of $63.2~~Southern Tide, $10.6 million for capital expenditures ~~which primarily related to costs~~and $2.0 million for the final working capital settlement associated with new retail stores and restaurants; information technology initiatives, including e-commerce enhancements; and retail store and restaurant remodeling and facility enhancements, including the build-out of Tommy Bahama's new office in Seattle and the acquisition of additional distribution center space for Lilly Pulitzer. Additionally, in the First Nine Months of Fiscal 2015, we invested $1.1 million of cash in an unconsolidated entity.our Ben Sherman discontinued operations. In the First ~~Nine Months~~Quarter of Fiscal ~~2014,~~2015, all investing cash flow activities consisted of our capital expenditures.

Financing Activities:

During the First ~~Nine Months~~Quarter of Fiscal 2016 and First Quarter of Fiscal 2015, ~~and First Nine Months of Fiscal 2014,~~ financing activities ~~used $62.9~~provided $103.2 million and ~~$6.0~~$10.4 million of cash, respectively. In the First ~~Nine Months~~Quarter of Fiscal 2016, we increased debt primarily for the purpose of purchasing the Southern Tide business, funding our capital expenditures, payment of dividends and funding the final working capital settlement associated with our Ben Sherman discontinued operations. In First Quarter of Fiscal 2015, we ~~decreased~~increased debt primarily as a result of our cash ~~provided by our operating activities~~needs to fund the final contingent consideration payment for the Lilly Pulitzer acquisition, capital expenditures and ~~the proceeds from the sale of Ben Sherman~~dividends, which exceeded our cash ~~requirements for capital expenditures, contingent consideration payments and dividends. In~~flow from operations during the period. During the First ~~Nine Months~~Quarter of Fiscal ~~2014,~~2016 and the First Quarter of Fiscal 2015, we ~~increased debt as cash required for capital expenditures,~~paid $4.5 million and $4.2 million of dividends, ~~and contingent consideration payments exceeded our cash provided by operating activities.~~respectively.

Liquidity and Capital Resources

We had ~~$68.7~~$152.9 million of borrowings outstanding as of ~~October 31, 2015~~April 30, 2016 under our ~~$235 million U.S.~~Prior Credit Agreement. On May 24, 2016, we amended and restated our Prior Credit Agreement by entering into the Revolving Credit Agreement. The Revolving Credit Agreement ~~("U.S.~~(i) increased the borrowing capacity of the facility from $235 million to $325 million, (ii) extended the maturity from November 2018 to May 2021 and (iii) modified certain other provisions and restrictions. The Revolving Credit ~~Agreement").~~ Agreement may be used to refinance existing debt, to fund working capital, to fund future acquisitions and for general corporate purposes.

The ~~U.S.~~ Revolving Credit Agreement generally (i) is limited to a borrowing base consisting of specified percentages of eligible categories of assets, (ii) accrues variable-rate interest (weighted average borrowing rate of ~~1.9%~~1.8% as of ~~October 31, 2015)~~April 30, 2016), unused line fees and letter of credit fees based upon ~~a pricing grid which is tied to~~ average unused availability and/or utilization, (iii) requires periodic interest payments with principal due at maturity ~~(November 2018)~~(May 2021) and (iv) is ~~generally~~ secured by a first priority security interest in substantially all of the ~~accounts receivable, inventory, general intangibles and eligible trademarks, investment property (including the equity interests of certain subsidiaries), deposit~~

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~~accounts, inter-company obligations, equipment, goods, documents, contracts, books and records and other personal property~~assets of Oxford Industries, Inc. and substantially all of its domestic ~~subsidiaries.~~subsidiaries including accounts receivable, books and records, chattel paper, deposit accounts, equipment, certain general intangibles, inventory, investment property (including the

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equity interests of certain subsidiaries), negotiable collateral, life insurance policies, supporting obligations, commercial tort claims, cash and cash equivalents, eligible trademarks, proceeds and other personal property.

To the extent cash flow needs exceed cash flow provided by our operations we will have access, subject to its terms, to our line of credit to provide funding for operating activities, capital expenditures and acquisitions, if any. Our credit facility is also used to finance trade letters of credit for product purchases, which reduce the amounts available under our line of credit when issued. As of ~~October 31, 2015,~~April 30, 2016, $4.6 million of letters of credit were outstanding against our ~~U.S. Revolving~~Prior Credit Agreement. After considering these limitations and the amount of eligible assets in our borrowing base, as applicable, as of ~~October 31, 2015,~~April 30, 2016, we had ~~$161.6~~$77.5 million in unused availability under the ~~U.S. Revolving~~Prior Credit Agreement, subject to the certain limitations on ~~borrowings.~~borrowings, while unused availability under the Revolving Credit Agreement would have increased by more than $50 million if the Revolving Credit Agreement had been finalized prior to April 30, 2016 as our eligible assets exceeded $235 million on that date.

Covenants and Other Restrictions:

~~Our U.S.~~

The Revolving Credit Agreement is subject to a number of affirmative covenants regarding the delivery of financial information, compliance with law, maintenance of property, insurance requirements and conduct of business. Also, our ~~credit facility~~Revolving Credit Agreement is subject to certain negative covenants or other restrictions including, among other things, limitations on our ability to (i) incur debt, (ii) guaranty certain obligations, (iii) incur liens, (iv) pay dividends to shareholders, (v) repurchase shares of our common stock, (vi) make investments, (vii) sell assets or stock of subsidiaries, (viii) acquire assets or businesses, (ix) merge or consolidate with other companies or (x) prepay, retire, repurchase or redeem debt.

~~Additionally, our U.S.~~

Further, the Revolving Credit Agreement contains a financial covenant that applies if ~~unused~~excess availability under the ~~U.S. Revolving Credit Agreement~~agreement for three consecutive days is less than the greater of (i) $23.5 million or (ii) 10% of ~~the total revolving commitments.~~availability. In such case, our fixed charge coverage ratio as defined in the ~~U.S.~~ Revolving Credit Agreement must not be less than 1.0 to 1.0 for the immediately preceding 12 fiscal months for which financial statements have been delivered. This financial covenant continues to apply until we have maintained ~~unused~~excess availability under the ~~U.S.~~ Revolving Credit Agreement of more than the greater of (i) $23.5 million or (ii) 10% of ~~the total revolving commitments~~availability for 30 consecutive days.

We believe that the affirmative covenants, negative covenants, financial covenants and other restrictions under ~~our U.S.~~the Revolving Credit Agreement are customary for those included in similar facilities entered into at the time we entered into our agreement.

During the First ~~Nine Months~~Quarter of Fiscal ~~2015~~2016 and as of ~~October 31, 2015,~~April 30, 2016, no financial covenant testing was required pursuant to our ~~U.S. Revolving~~Prior Credit Agreement as the minimum availability threshold was met at all times. As of ~~October 31, 2015,~~April 30, 2016, we were compliant with all covenants related to our ~~U.S.~~Prior Credit Agreement. Additionally, no financial covenant testing would have been required during the First Quarter of Fiscal 2016 pursuant to the Prior Credit Agreement or the Revolving Credit Agreement.

Other Liquidity Items:

We anticipate that we will be able to satisfy our ongoing cash requirements, which generally consist of working capital and other operating activity needs, capital expenditures, interest payments on our debt and dividends, if any, primarily from positive cash flow from operations supplemented by borrowings under our line of credit. Our need for working capital is typically seasonal with the greatest requirements generally in the fall and spring of each year. Our capital needs will depend on many factors including our growth rate, the need to finance inventory levels and the success of our various products. We anticipate that at the maturity of ~~our U.S.~~the Revolving Credit Agreement or as otherwise deemed appropriate, we will be able to refinance the facility and/or obtain other financing on terms available in the market at that time. The terms of any future financing arrangements may not be as favorable as the terms of the current agreement or current market terms.

We have paid dividends in each quarter since we became a public company in July 1960. However, we may discontinue or modify dividend payments at any time if we determine that other uses of our capital, including payment of outstanding debt, repurchases of outstanding shares, funding of acquisitions and/or funding of capital expenditures, may be in our best interest; if our expectations of future cash flows and future cash needs outweigh the ability to pay a dividend; or if the terms of our credit facility, other debt instruments or applicable law limit our ability to pay dividends. We may borrow to fund dividends in the short-term based on our expectation of operating cash flows in future periods subject to the terms and conditions of our credit facility or other debt instruments and applicable law. All cash flow from operations will not necessarily be paid out as dividends in all periods. For details about limitations on our ability to pay dividends, see the discussion of our credit facility above.

Our contractual obligations as of ~~October 31, 2015~~April 30, 2016 have not changed materially from the contractual obligations outstanding at January ~~31, 2015,~~30, 2016, as disclosed in our Annual Report on Form 10-K for Fiscal ~~2014~~2015 filed with the SEC, other

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than the amendment and restatement of our Prior Credit Agreement and changes in ~~the~~ amounts outstanding under our ~~U.S. Revolving Credit Agreement, as discussed above, and the satisfaction and termination of our prior U.K.~~ revolving credit ~~agreement in connection with our sale of the Ben Sherman business.~~

agreement.

Our anticipated capital expenditures for Fiscal ~~2015,~~2016, including the ~~$63.2~~$10.6 million incurred in the First ~~Nine Months~~Quarter of Fiscal ~~2015,~~2016, are expected to ~~approach $75~~be approximately $55 million compared to ~~$50.4~~$73.1 million ~~for the full year of~~in Fiscal ~~2014.~~2015. These expenditures ~~include investments~~are expected to consist primarily of costs associated with ~~the new leased space for Tommy Bahama’s Seattle office, the Waikiki retail-restaurant location, and additional distribution space for Lilly Pulitzer, as well as new retail stores,~~ information technology initiatives, including e-commerce capabilities, opening and ~~store remodeling. Of the $70 million of capital expenditures, approximately $13 million has been or is expected to be funded by landlords through tenant improvement allowances.~~

relocating retail stores and remodeling retail stores and restaurants.

Off Balance Sheet Arrangements

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We have not entered into agreements which meet the SEC’s definition of an off balance sheet financing arrangement, other than operating leases, and have made no financial commitments to or guarantees with respect to any unconsolidated subsidiaries or special purpose entities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, we evaluate our estimates, including those related to receivables, inventories, goodwill, intangible assets, income taxes, contingencies and other accrued expenses. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe that we have appropriately applied our critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to our critical accounting policies, our consolidated statements of operations could be misstated. Our critical accounting policies and estimates are discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for Fiscal ~~2014.~~2015. There have not been any significant changes to the application of our critical accounting policies and estimates during the First ~~Nine Months~~Quarter of Fiscal ~~2015~~2016.

Additionally, a detailed summary of significant accounting policies is included in Note 1 to our consolidated financial statements contained in our Annual Report on Form 10-K for Fiscal ~~2014~~2015.

SEASONAL ASPECTS OF OUR BUSINESS

Each of our operating groups is impacted by seasonality as the demand by specific product or style, as well as by distribution channel, may vary significantly depending on the time of year. For details of the impact of seasonality on each of our operating groups, see the business discussion under the caption "Seasonal Aspects of Business" for each operating group as discussed in Part I, Item 1, Business in our Annual Report on Form 10-K for Fiscal ~~2014.~~2015. The following table presents our percentage of net sales and operating income from continuing operations by quarter for Fiscal ~~2014:~~2015:


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Net sales	26	%	25	%	22	%	27	%	27	%	26	%	20	%	27	%
Operating income	35	%	32	%	5	%	28	%
Operating income (loss)									36	%	36	%	(1	)%	29	%

We anticipate that as our retail store operations increase in the future, the third quarter will continue to be our smallest net sales and operating income quarter and the percentage of the full year net sales and operating income generated in the third quarter will continue to decrease, absent any other factors that might impact seasonality. As the timing ~~and magnitude~~ of certain unusual or non-recurring items, economic conditions, wholesale product shipments, weather or other factors affecting ~~the retail~~our business may vary from one year to the next, we do not believe that net sales or operating income for any particular quarter or the distribution of net sales and operating income for Fiscal ~~2014~~2015 are necessarily indicative of anticipated results for ~~the~~a full fiscal year or expected distribution in future years.

~~Additionally,~~ As an example, the ~~Fourth~~Third Quarter of Fiscal ~~2014 included a LIFO accounting charge~~2015 was unfavorably impacted by the increased occupancy costs associated with duplicate rent expense, moving costs and higher rent structure related to the relocation of ~~$2.6 million, which reduced~~Tommy Bahama's office in Seattle, Washington as well as pre-opening rent and set-up costs associated with the Tommy Bahama Waikiki retail-restaurant location. Our third quarter has historically been our smallest net sales and operating ~~income. There were no significant LIFO accounting charges~~income quarter and that result is expected to continue as we continue the expansion of our retail store operations in the ~~other quarters of Fiscal 2014.~~future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain interest rate, foreign currency, commodity and inflation risks as discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for Fiscal ~~2014.~~2015. There

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have not been any significant changes in our exposure to these risks during the First ~~Nine Months~~Quarter of Fiscal ~~2015~~2016 except that as a result of ~~the disposal of Ben Sherman, as of October 31, 2015 we no longer have any exposure related to~~ our ~~prior U.K. revolving credit agreement and no longer have any foreign currency forward exchange contracts. Further, as a result of our disposal~~acquisition of the ~~Ben Sherman~~assets and operations ~~we no longer have any significant operations~~of Southern Tide in the ~~United Kingdom or Europe with~~First Quarter of Fiscal 2016, our ~~only significant international operations now being Tommy Bahama's operations in Canada and the Asia Pacific region, which in the aggregate represented less than 5% of our consolidated net sales~~debt levels in Fiscal ~~2014.~~2016 are expected to be higher than our debt levels in Fiscal 2015, resulting in a more significant exposure to changes in interest rates.

ITEM 4. CONTROLS AND PROCEDURES

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Evaluation of Disclosure Controls and Procedures

Our principal executive officer and our principal financial officer have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and then communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the ~~Third~~First Quarter of Fiscal ~~2015~~2016 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

In the ordinary course of business, we may become subject to litigation or claims. We are not currently a party to any litigation or regulatory action that we believe could reasonably be expected to have a material adverse effect on our financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

Our business is subject to numerous risks. Investors should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for Fiscal ~~2014,~~2015, which could materially affect our business, financial condition or operating results. The risks described in our Annual Report on Form 10-K for Fiscal ~~2014, as amended and updated in our Quarterly Report on Form 10-Q for the Second Quarter of Fiscal~~ 2015 are not the only risks facing our company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) During the ~~Third~~First Quarter of Fiscal ~~2015~~2016, we did not make any unregistered sales of our equity securities.

(c) We have certain stock incentive plans as described in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for Fiscal ~~2014~~,2015, all of which are publicly announced plans. ~~Under~~During the ~~plans,~~the First Quarter of Fiscal 2016, we ~~can repurchase shares from employees~~purchased the following equity awards pursuant to these plans to cover employee tax liabilities related to the vesting of equity ~~awards. During the~~ awards:~~Third Quarter~~



Fiscal Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet be Purchased Under the Plans or Programs
February (1/31/16 - 2/27/16)	922	$	69.86	0	0
March (02/28/16 - 4/2/16)	22,078	$	67.23	0	0
April (4/3/16 - 4/30/16)	—	$	—	0	0
Total	23,000	$	67.34	0	0

Table of ~~Fiscal 2015, no shares were purchased by us pursuant to these plans.~~Contents

In Fiscal 2012, our Board of Directors authorized us to spend up to $50 million to repurchase shares of our stock. This authorization superseded and replaced all previous authorizations to repurchase shares of our stock and has no automatic expiration. As of ~~October 31, 2015~~April 30, 2016, no shares of our stock had been repurchased pursuant to this authorization.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

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2.1		Membership Interest and Stock Purchase Agreement, dated April 19, 2016, by and among S/T Group Blocker, Inc.; GCP Southern Tide Coinvest, Inc.; S/T Group Holdings, LLC; the Sellers identified therein; Brazos Equity GP III, as the Sellers’ Representative; and Oxford of South Carolina, Inc. Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on April 20, 2016.
3.1		Restated Articles of Incorporation of Oxford Industries, Inc. Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the fiscal quarter ended August 29, 2003.
3.2		Bylaws of Oxford Industries, Inc., as amended. Incorporated by reference to Exhibit 3.2 to the ~~Company’s~~Company's Form 10-K ~~filed on March 31,~~for the fiscal year ended February 1, 2014.
31.1		Section 302 Certification by Principal Executive Officer.*
31.2		Section 302 Certification by Principal Financial Officer.*
32		Section 906 Certification by Principal Executive Officer and Principal Financial Officer.*
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

* Filed herewith.

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 thereunto duly authorized.



~~December 9, 2015~~June 8, 2016	OXFORD INDUSTRIES, INC.
	(Registrant)

	/s/ K. Scott Grassmyer
	K. Scott Grassmyer
	Executive Vice President - Finance, Chief Financial Officer and Controller
	(Authorized Signatory)

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	First Nine Months Fiscal 2015		First Nine Months Fiscal 2014
Full-price retail stores, outlets and warehouse sales	42	%	39	%
E-commerce	16	%	14	%
Restaurant	7	%	7	%
Wholesale	35	%	40	%
Total	100	%	100	%



	First Nine Months Fiscal 2015		First Nine Months Fiscal 2014
Full-price retail stores and warehouse sales	37	%	35	%
E-commerce	29	%	26	%
Wholesale	34	%	39	%
Total	100	%	100	%