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 28, ~~2017~~2023

	or

¨ ☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period fromto

Commission File Number: 1-4365

OXFORD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Georgia		58-0831862
~~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, Georgia30309

(Address of principal executive offices) (Zip Code)

~~(404)~~

(404) 659-2424

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1 par value	OXM	New York Stock Exchange

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

☐

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

~~Indicate the number~~☒

As of December 1, 2023, there were 15,625,096 shares ~~outstanding of each~~ of the ~~issuer’s classes of~~registrant’s common stock ~~as of the latest practicable date.~~outstanding.



		~~Number of shares outstanding~~
~~Title of each class~~		~~as of December 1, 2017~~
~~Common Stock, $1 par value~~		~~16,833,204~~

Table of Contents

OXFORD INDUSTRIES, INC.

INDEX TO FORM 10-Q

For the Third Quarter of Fiscal ~~2017~~

2023


	Page
	~~Page~~

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)	6 5
Condensed Consolidated Statements of Operations (Unaudited)	7 6
Condensed Consolidated Statements of Comprehensive Income (Unaudited)	8 7
Condensed Consolidated Statements of Cash Flows (Unaudited)	9 8
Notes to Condensed Consolidated Financial Statements (Unaudited)	10 9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12 18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	37 43
Item 4. Controls and Procedures	37 43

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	38 43
Item 1A. Risk Factors	38 43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38 44
~~Item 3. Defaults Upon Senior Securities~~	38
~~Item 4. Mine Safety Disclosures~~	38
Item 5. Other Information	38 44
Item 6. Exhibits	38 45
~~Signatures~~SIGNATURES	39 45

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 ~~typically~~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, ~~competitive conditions,~~demand for our products, which may be impacted by ~~evolving~~macroeconomic factors that may impact consumer ~~shopping patterns; the impact of economic conditions on consumer demand~~discretionary spending and ~~spending~~pricing levels for apparel and related products, ~~particularly in light~~many of which may be impacted by current inflationary pressures, rising interest rates, concerns about the stability of the banking industry or general economic ~~uncertainty; demand for~~uncertainty, and the effectiveness of measures to mitigate the impact of these factors; competitive conditions and/or evolving consumer shopping patterns; acquisition activities (such as the acquisition of Johnny Was), including our ~~products; timing~~ability to integrate key functions, recognize anticipated synergies and minimize related disruptions or distractions to our business as a result of ~~shipments requested by~~these activities; supply chain disruptions; costs and availability of labor and freight deliveries, including our ability to appropriately staff our retail stores and food and beverage locations; costs of products as well as the raw materials used in those products, as well as our ability to pass along price increases to consumers; energy costs; our ability to respond to rapidly changing consumer expectations; weather or natural disasters, including the ultimate impact of the recent wildfires on the island of Maui; the ability of business partners, including suppliers, vendors, wholesale ~~customers; expected pricing levels;~~customers, licensees, logistics providers and landlords, to meet their obligations to us and/or continue our business relationship to the same degree as they have historically; retention of and disciplined execution by key ~~management;~~management and other critical personnel; cybersecurity breaches and ransomware attacks, as well as our and our third party vendors’ ability to properly collect, use, manage and secure business, consumer and employee data and maintain continuity of our information technology systems; the ~~timing~~effectiveness of our advertising initiatives in defining, launching and ~~cost~~communicating brand-relevant customer experiences; the level of ~~store openings~~our indebtedness, including the risks associated with heightened interest rates on the debt and ~~of planned capital expenditures; weather;~~the potential impact on our ability to operate and expand our business; changes in international, federal or state tax, trade and other laws and regulations, including the ~~impact~~potential imposition of ~~potential federal tax reform~~additional duties; the timing of shipments requested by our wholesale customers; fluctuations and volatility in global financial and/or real estate markets; the ~~United States; costs~~timing and cost of ~~products as well as~~retail store and food and beverage location openings and remodels, technology implementations and other capital expenditures, including the ~~raw materials used in those products; costs~~timing, cost and successful implementation of ~~labor; acquisition and disposition activities;~~changes to our distribution network; pandemics or other public health crises; expected outcomes of pending or potential litigation and regulatory actions; the increased consumer, employee and regulatory focus on environmental, social and governance issues; the regulation or prohibition of goods sourced, or containing raw materials or components, from certain regions and our ability to evidence compliance; access to capital and/or credit markets; ~~our ability to timely recognize our expected synergies from any acquisitions we pursue; and~~ factors that could affect our consolidated effective tax ~~rate such as~~rate; the ~~results~~risk of ~~foreign operations or stock based compensation.~~impairment to goodwill and other intangible assets; and geopolitical risks, including those related to the ongoing war in Ukraine and the Israel-Hamas war. Forward-looking statements reflect our expectations at the time such ~~forward looking~~forward-looking statements are made, based on information available at such time, 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,I. Item 1A. Risk Factors contained in our ~~Annual Report on~~Fiscal 2022 Form 10-K, ~~for Fiscal~~ ~~2016~~, 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~~

Table of Contents

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.~~the United States Securities and Exchange Commission; "FASB" means the Financial Accounting Standards Board; "ASC" means the FASB Accounting Standards Codification; "GAAP" means generally accepted accounting principles in the United States; "TBBC" means The Beaufort Bonnet Company; and ~~"discontinued operations"~~“Fiscal 2022 Form 10-K” means ~~the assets and operations of~~ our ~~former Ben Sherman operating group which we sold in~~Annual Report on Form 10-K for Fiscal ~~2015. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses or other information in this report reflect continuing operations.~~2022. Additionally, the terms listed below reflect the respective period noted:


Fiscal 2024
~~Fiscal 2018~~		52 weeks ending February ~~2, 2019~~1, 2025
Fiscal ~~2017~~2023		53 weeks ending February 3, ~~2018~~2024
Fiscal ~~2016~~2022		52 weeks ended January 28, ~~2017~~2023
Fiscal ~~2015~~2021		52 weeks ended January ~~30, 2016~~29, 2022
Fourth Quarter Fiscal ~~2017~~2023		14 weeks ending February 3, ~~2018~~2024
Third Quarter Fiscal ~~2017~~2023		13 weeks ended October 28, ~~2017~~2023
Second Quarter Fiscal ~~2017~~2023		13 weeks ended July 29, ~~2017~~2023
First Quarter Fiscal ~~2017~~2023		13 weeks ended April 29, ~~2017~~2023
Fourth Quarter Fiscal ~~2016~~2022		13 weeks ended January 28, ~~2017~~2023
Third Quarter Fiscal ~~2016~~2022		13 weeks ended October 29, ~~2016~~2022
Second Quarter Fiscal ~~2016~~2022		13 weeks ended July 30, ~~2016~~2022
First Quarter Fiscal ~~2016~~2022		13 weeks ended April 30, ~~2016~~2022
First Nine Months Fiscal ~~2017~~2023		39 weeks ended October 28, ~~2017~~2023
First Nine Months Fiscal ~~2016~~2022		39 weeks ended October 29, ~~2016~~
~~First Half Fiscal 2017~~		~~26 weeks ended July 29, 2017~~
~~First Half Fiscal 2016~~		~~26 weeks ended July 30, 2016~~2022

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 28,
2017 January 28,
2017 October 29,
2016
ASSETS

Current Assets

Cash and cash equivalents $ 6,077
$ 6,332
$ 5,351
Receivables, net 73,724
58,279
68,492
Inventories, net 127,301
142,175
136,383
Prepaid expenses 27,619
24,842
29,558
Total Current Assets $ 234,721
$ 231,628
$ 239,784
Property and equipment, net 191,038
193,931
195,799
Intangible assets, net 175,057
175,245
185,957
Goodwill 63,443
60,015
51,053
Other non-current assets, net 24,250
24,340
22,882
Total Assets $ 688,509
$ 685,159
$ 695,475

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities

Accounts payable $ 59,230
$ 76,825
$ 53,144
Accrued compensation 24,434
19,711
18,181
Other accrued expenses and liabilities 30,542
32,000
26,358
Liabilities related to discontinued operations 3,709
2,860
—
Total Current Liabilities $ 117,915
$ 131,396
$ 97,683
Long-term debt 72,131
91,509
142,425
Other non-current liabilities 73,487
70,002
69,176
Deferred taxes 16,829
13,578
13,643
Liabilities related to discontinued operations 972
2,544
3,279
Commitments and contingencies

Shareholders’ Equity

Common stock, $1.00 par value per share 16,833
16,769
16,773
Additional paid-in capital 134,561
131,144
129,762
Retained earnings 260,809
233,493
228,016
Accumulated other comprehensive loss (5,028 ) (5,276 ) (5,282 )
Total Shareholders’ Equity $ 407,175
$ 376,130
$ 369,269
Total Liabilities and Shareholders’ Equity $ 688,509
$ 685,159
$ 695,475


	October 28,		January 28,		October 29,
	2023		2023		2022
ASSETS
Current Assets
Cash and cash equivalents	$	7,879	$	8,826	$	14,976
Short-term investments		—		—		—
Receivables, net		60,101		43,986		62,230
Inventories, net		157,524		220,138		171,639
Income tax receivable		19,454		19,440		19,740
Prepaid expenses and other current assets		46,421		38,073		30,910
Total Current Assets	$	291,379	$	330,463	$	299,495
Property and equipment, net		188,686		177,584		173,391
Intangible assets, net		273,444		283,845		287,626
Goodwill		124,230		120,498		116,268
Operating lease assets		246,399		240,690		237,078
Other assets, net		38,018		35,585		26,459
Total Assets	$	1,162,156	$	1,188,665	$	1,140,317
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	68,565	$	94,611	$	72,932
Accrued compensation		20,219		35,022		36,150
Current portion of operating lease liabilities		65,224		73,865		62,349
Accrued expenses and other liabilities		58,504		66,141		58,964
Total Current Liabilities	$	212,512	$	269,639	$	230,395
Long-term debt		66,219		119,011		130,449
Non-current portion of operating lease liabilities		226,238		220,709		225,921
Other non-current liabilities		20,675		20,055		18,058
Deferred income taxes		9,399		2,981		2,455
Shareholders’ Equity
Common stock, $1.00 par value per share		15,625		15,774		15,815
Additional paid-in capital		174,730		172,175		169,063
Retained earnings		439,755		370,145		351,731
Accumulated other comprehensive loss		(2,997)		(1,824)		(3,570)
Total Shareholders’ Equity	$	627,113	$	556,270	$	533,039
Total Liabilities and Shareholders’ Equity	$	1,162,156	$	1,188,665	$	1,140,317

See accompanying notes.

~~In order~~ to ~~conform~~be expected for a full fiscal year due to ~~current period classification,~~the seasonality of our business.

The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires us to make certain ~~gift with purchase~~estimates and assumptions that affect the amounts ~~totaling $0.2 million and $1.8 million previously~~ reported as ~~SG&A, have been reclassified to cost of goods sold for the Third Quarter of Fiscal 2016~~assets, liabilities, revenues and ~~the First Nine Months of Fiscal 2016, respectively. This reclassification resulted in a decrease in SG&A and a corresponding increase in cost of goods sold~~expenses in the ~~Third Quarter of~~consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

The significant accounting policies applied during the interim periods presented are consistent with the significant accounting policies described in our Fiscal ~~2016 and the First Nine Months of~~2022 Form 10-K. No recently issued guidance adopted in Fiscal ~~2016, with no~~2023 had a material impact on ~~previously reported net earnings (loss).~~

In January 2017, the FASB issued new guidance that provides a more narrow framework for evaluating whether a set of assets and activities constitute a business. We early adopted this guidance in the Second Quarter of Fiscal 2017. Theour consolidated financial statements upon adoption ~~of this guidance did not~~or is expected to have a material impact ~~upon adoption. The impact of the guidance~~ in ~~the~~ future ~~will depend on the facts and circumstances of any specific future transactions.~~

~~Recently Issued Accounting Standards Applicable to Future Periods~~

In May 2014, the FASB issued guidance which provides a single, comprehensive accounting model for revenue arising from contracts with customers. This guidance has been revised and clarified through supplemental adoption guidance subsequent to May 2014. This new revenue recognition guidance supersedes most of the existing revenue recognition guidance which specifies that revenue is recognized when risks and rewards transfer to a customer. Under the new guidance, revenue willperiods. These financial statements should be ~~recognized pursuant to a five-step approach: (1) identify the contracts~~read in conjunction with the ~~customer; (2) identify the separate performance obligations~~consolidated financial statements and notes thereto included in ~~the contracts; (3) determine the transaction price; (4) allocate the transaction price~~our Fiscal 2022 Form 10-K. Recent accounting pronouncements pending adoption are either not applicable or not expected to separate performance obligations; and (5) recognize revenue when, or as, each performance obligation is satisfied. The new guidance also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flow arising from customer contracts, including significant judgments and changes in judgments. We have ~~reviewed our revenue streams, including retail, e-commerce, restaurant, wholesale, gift card breakage and royalty income, to evaluate the potential~~a material impact ~~of the adoption of the revised guidance~~ on our consolidated financial statements. ~~While we continue to assess all of the potential impacts of the new guidance, we do not expect the implementation of the guidance will have a material effect on~~

2. Operating Group Information: We identify our consolidated results of operations, cash flows or financial position. We currently anticipate utilizing the modified retrospective method of adoption allowed by the guidance and plan to adopt the standard as of the first day of Fiscal 2018.

~~In February 2016, the FASB issued a new accounting standard on leasing. The new standard will require companies to record most leases as assets and liabilities~~operating groups based on the ~~balance sheet. For these leases, we will be required to recognize a right to use asset and lease liability for~~way our management organizes the obligations created by the leases. This guidance will be effective in Fiscal 2019 with early adoption permitted. The guidance requires the use of the modified retrospective transition approach. We are currently in the process of evaluating the impact of the new guidance on our consolidated financial statements. Considering the magnitudecomponents of our ~~existing~~business for purposes of allocating resources and assessing performance. Our operating ~~leases, we anticipate that the new lease guidance will have~~group structure reflects a ~~significant impact~~brand-focused management approach, emphasizing operational coordination and resource allocation across each brand’s direct to consumer, wholesale and licensing operations, as applicable. With our acquisition of Johnny Was on September 19, 2022, our ~~consolidated balance sheet by requiring the recognition of a significant amount of lease-related assets and liabilities.~~

In June 2016, the FASB issued revised guidance on the measurement of credit losses on financial instruments. This guidance amends the impairment model by requiring companies to use a forward-looking approach based on expected losses to estimate credit losses on certain financial instruments, including trade receivables. This guidance will be effective in Fiscal 2020 with early adoption permitted. We are currently assessing the impact that adopting this guidance will have onbusiness is organized as our ~~consolidated financial statements.~~

In October 2016, the FASB issued revised guidance on the recognition of current and deferred income taxes for intra-entity asset transfers. The revised guidance requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset (other than inventory) when the transfer occurs. This guidance will be effective in Fiscal 2018 with early adoption permitted. The guidance requires the use of the modified retrospective method of adoption which results in a cumulative adjustment to retained earnings as of the beginning of the period of adoption. We are currently in the process of assessing the impact that adopting this guidance will have on our consolidated financial statements.

In January 2017, the FASB issued revised guidance on the subsequent measurement of goodwill which eliminates the second step from the quantitative goodwill impairment test. The revised guidance requires companies to compare the fair value of a reporting unit with its carrying amount and record an impairment charge for the amount that the carrying amount exceeds the fair value, up to the total amount of goodwill allocated to that reporting unit. This guidance will be effective in 2020 with early adoption permitted for goodwill impairment testing dates after January 1, 2017. We are currently assessing the impact that adopting this guidance will have on our consolidated financial statements.

Tommy Bahama, Lilly Pulitzer, Johnny Was 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 products. Emerging Brands operating groups.

Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, the elimination of ~~inter-segment~~any sales ~~LIFO accounting adjustments for inventory,~~between operating groups, any other ~~costs~~items that are not allocated to the operating groups, including LIFO inventory accounting adjustments, and the 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~~and our Oxford America business, which we exited in Fiscal 2022.

Table of ~~our Tommy Bahama, Lilly Pulitzer, Lanier Apparel and Southern Tide operating groups, see Part I, Item 1. Business included in our Annual Report on Form 10-K for Fiscal 2016.~~ Contents

The table below presents certain financial information (in thousands) about our operating groups, as well as Corporate and Other.

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Net sales
Tommy Bahama $ 123,895
$ 125,966
$ 483,971
$ 472,796
Lilly Pulitzer 59,244
52,319
192,045
186,777
Lanier Apparel 43,110
35,065
84,314
81,217
Southern Tide 9,217
8,687
31,254
19,267
Corporate and Other 494
271
1,448
1,482
Total net sales $ 235,960
$ 222,308
$ 793,032
$ 761,539
Depreciation and amortization
Tommy Bahama $ 8,033
$ 7,756
$ 23,321
$ 23,331
Lilly Pulitzer 2,303
1,956
6,377
5,551
Lanier Apparel 145
123
443
335
Southern Tide 108
191
317
457
Corporate and Other 355
389
1,054
1,140
Total depreciation and amortization $ 10,944
$ 10,415
$ 31,512
$ 30,814
Operating income (loss)
Tommy Bahama $ (5,872 ) $ (7,133 ) $ 32,082
$ 26,761
Lilly Pulitzer 4,952
6,212
43,621
49,646
Lanier Apparel 5,615
3,666
6,668
6,609
Southern Tide 1,016
(472 ) 3,765
(425 )
Corporate and Other (4,587 ) (2,600 ) (18,651 ) (12,223 )
Total operating income (loss) $ 1,124
$ (327 ) $ 67,485
$ 70,368
Interest expense, net 683
716
2,355
2,505
Earnings (loss) from continuing operations before income taxes $ 441
$ (1,043 ) $ 65,130
$ 67,863

~~3. Accumulated Other Comprehensive Loss:~~ Substantially all amounts included in accumulated other comprehensive (loss) income, as well as the change in the balance, for each period presented, reflect the net foreign currency translation adjustment related to our Tommy Bahama operations in Canada, Japan and Australia. No amounts of accumulated other

~~Table of Contents~~

comprehensive loss were reclassified from accumulated other comprehensive loss into our consolidated statements of operations during any period presented. The following table details the changes in our accumulated other comprehensive loss (in thousands), net of related income taxes, for the periods specified:

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Beginning balance $ (4,411 ) $ (5,110 ) $ (5,276 ) $ (6,829 )
Net foreign currency translation adjustment (617 ) (172 ) 248
1,547
Ending balance $ (5,028 ) $ (5,282 ) $ (5,028 ) $ (5,282 )


	Third Quarter				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Net sales
Tommy Bahama	$	170,144	$	178,645	$	655,022	$	650,677
Lilly Pulitzer		76,290		84,053		265,089		264,763
Johnny Was ⁽¹⁾		49,105		22,661		150,619		22,661
Emerging Brands		31,155		26,912		96,726		88,588
Corporate and Other		(64)		762		(410)		2,355
Consolidated net sales	$	326,630	$	313,033	$	1,167,046	$	1,029,044

Depreciation and amortization
Tommy Bahama	$	6,299	$	6,576	$	18,356	$	20,110
Lilly Pulitzer		4,372		3,288		11,743		9,384
Johnny Was ⁽¹⁾		4,684		2,184		14,593		2,184
Emerging Brands		504		391		1,389		1,143
Corporate and Other		161		197		398		627
Consolidated depreciation and amortization	$	16,020	$	12,636	$	46,479	$	33,448

Operating income (loss)
Tommy Bahama	$	12,097	$	18,984	$	118,655	$	130,508
Lilly Pulitzer		6,769		12,688		49,851		60,358
Johnny Was ⁽¹⁾		935		117		7,266		117
Emerging Brands		3,709		3,729		10,650		15,456
Corporate and Other		(9,050)		(8,203)		(23,987)		(27,775)
Consolidated operating income		14,460		27,315	$	162,435	$	178,664
Interest expense, net		1,217		698		4,856		1,214
Earnings before income taxes	$	13,243	$	26,617	$	157,579	$	177,450


	October 28, 2023		January 28, 2023		October 29, 2022
Assets
Tommy Bahama ⁽²⁾	$	563,564	$	569,833	$	544,947
Lilly Pulitzer ⁽³⁾		192,566		211,119		192,609
Johnny Was ⁽⁴⁾		331,131		334,603		350,212
Emerging Brands ⁽⁵⁾		86,790		91,306		83,280
Corporate and Other⁽⁶⁾		(11,895)		(18,196)		(30,731)
Consolidated Total Assets	$	1,162,156	$	1,188,665	$	1,140,317

(1)

~~Income Taxes:~~ ~~Income taxes reflects effective tax rates of (143.1)%, (53.2)%, 37.1% and 37.4%~~The Johnny Was business was acquired on September 19, 2022. Activities for the Third Quarter of Fiscal ~~2017, the Third Quarter of Fiscal 2016, the First Nine Months of Fiscal 2017~~2022 and First Nine Months of Fiscal ~~2016, respectively.~~ 2022 for Johnny Was consist of six weeks of activity from the acquisition date through October 29, 2022.

(2)	Increase in Tommy Bahama total assets from October 29, 2022, includes increases in operating lease assets and property and equipment.

(3)	Change in Lilly Pulitzer total assets from October 29, 2022, includes decreases in operating lease assets and receivables partially offset by an increase in property and equipment.

(4)	Decrease in Johnny Was total assets from October 29, 2022, includes decreases in intangible assets and cash and cash equivalents.

(5)	Increase in Emerging Brands total assets from October 29, 2022, includes increases in operating lease assets.

(6)	Increase in Corporate and Other total assets from October 29, 2022, includes increases in prepaid taxes.

Table of Contents

The tables below quantify net sales, for each operating group and in total (in thousands), and the percentage of net sales by distribution channel for each operating group and in total, for each period presented. We have calculated all percentages below based on actual data, and percentages may not add to 100 due to rounding.


	Third Quarter Fiscal 2023
	Net Sales		Retail		E-commerce		Food & Beverage		Wholesale		Other
Tommy Bahama	$	170,144	45	%	21	%	13	%	21	%	—	%
Lilly Pulitzer		76,290	31	%	58	%	—	%	11	%	—	%
Johnny Was		49,105	39	%	41	%	—	%	20	%	—	%
Emerging Brands		31,155	12	%	41	%	—	%	47	%	—	%
Corporate and Other		(64)	—	%	—	%	—	%	—	%	NM	%
Total	$	326,630	37	%	35	%	7	%	21	%	—	%


	Third Quarter Fiscal 2022
	Net Sales		Retail		E-commerce		Food & Beverage		Wholesale		Other
Tommy Bahama	$	178,645	44	%	20	%	13	%	23	%	—	%
Lilly Pulitzer		84,053	27	%	62	%	—	%	11	%	—	%
Johnny Was ⁽¹⁾		22,661	38	%	41	%	—		21	%	—	%
Emerging Brands		26,912	5	%	40	%	—	%	55	%	—	%
Corporate and Other		762	—	%	—	%	—	%	—	%	NM	%
Total	$	313,033	36	%	34	%	7	%	22	%	—	%


	First Nine Months 2023
	Net Sales		Retail		E‑commerce		Food & Beverage		Wholesale		Other
Tommy Bahama	$	655,022	45	%	23	%	13	%	19	%	—	%
Lilly Pulitzer		265,089	34	%	51	%	—	%	15	%	—	%
Johnny Was		150,619	38	%	40	%	—	%	22	%	—	%
Emerging Brands		96,726	10	%	42	%	—	%	48	%	—	%
Corporate and Other		(410)	—	%	—	%	—	%	—	%	NM	%
Consolidated net sales	$	1,167,046	38	%	34	%	7	%	21	%	—	%


	First Nine Months 2022
	Net Sales		Retail		E‑commerce		Food & Beverage		Wholesale		Other
Tommy Bahama	$	650,677	46	%	23	%	12	%	19	%	—	%
Lilly Pulitzer		264,763	34	%	49	%	—	%	17	%	—	%
Johnny Was ⁽¹⁾		22,661	38	%	41	%	—	%	21	%	—	%
Emerging Brands		88,588	5	%	39	%	—	%	56	%	—	%
Corporate and Other		2,355	—	%	—	%	—	%	—	%	NM	%
Consolidated net sales	$	1,029,044	39	%	31	%	8	%	21	%	—	%

(1)

The ~~net impact of discrete or other items often results in a more significant or unusual impact~~Johnny Was business was acquired on ~~the effective tax rate in the third quarter given the significantly lower operating results during the third quarter as compared to the other quarters of the fiscal year. Thus, the effective tax rate~~September 19, 2022. Activities for the ~~third quarter is not indicative~~Third Quarter of ~~the effective tax rate anticipated for the full year. The~~Fiscal 2022 and First Nine Months of Fiscal ~~2017 includes (1)~~2022 for Johnny Was consist of six weeks of activity from the favorable impact of earnings in certain of our foreign jurisdictions, including foreign sourcing operations, which have lower tax rates than our domestic earnings, and (2) $0.8 million of favorable discrete items in the Third Quarter of Fiscal 2017 primarily related to certain prior year tax items, which were offset by the $0.8 million unfavorable impact of certain stock awards that vested during the First Quarter of Fiscal 2017. The First Nine Months of Fiscal 2016 includes the favorable impact of (1) earnings in certain foreign jurisdictions and (2) the utilization of certain foreign operating loss carryforward amounts.acquisition date through October 29, 2022.

3. Revenue Recognition and Receivables: Our revenue consists of direct to consumer sales, including our retail store, e-commerce and food and beverage operations, and wholesale sales, as well as royalty income, which is included in royalties and other operating income in our consolidated statements of operations. We recognize revenue when performance obligations under the terms of the contracts with our customers are satisfied. Our accounting policies related to revenue recognition for each type of contract with customers is described in the significant accounting policies described in our Fiscal 2022 Form 10-K.

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The table below quantifies net sales by distribution channel (in thousands) for each period presented.


	Third Quarter				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	$	121,804	$	112,344	$	449,546	$	402,400
E-commerce		113,531		107,756		391,559		323,045
Food & Beverage		22,562		23,157		84,097		81,333
Wholesale		68,716		69,292		241,857		220,707
Other		17		484		(13)		1,559
Net sales	$	326,630	$	313,033	$	1,167,046	$	1,029,044

An estimated sales return liability of $8 million, $12 million and $9 million for expected direct to consumer returns is classified in accrued expenses and other liabilities in our consolidated balance sheet as of October 28, 2023, January 28, 2023, and October 29, 2022, respectively. As of October 28, 2023, January 28, 2023, and October 29, 2022, prepaid expenses and other current assets included $3 million, $4 million and $4 million, respectively, relating to the estimated value of inventory for expected direct to consumer and wholesale sales returns.

Substantially all amounts recognized in receivables, net represent trade receivables related to contracts with customers. In the ordinary course of our wholesale operations, we offer discounts, allowances and cooperative advertising support to and accept returns from certain of our wholesale customers for certain products. As of October 28, 2023, January 28, 2023, and October 29, 2022, reserve balances recorded as a reduction to receivables related to these items were $3 million, $4 million and $5 million, respectively. As of October 28, 2023, January 28, 2023, and October 29, 2022, our provision for credit losses related to receivables included in our consolidated balance sheets was $1 million, $1 million and $1 million, respectively.

Contract liabilities for gift cards purchased by consumers and merchandise credits received by customers but not yet redeemed, less any breakage income recognized to date, is included in accrued expenses and other liabilities in our consolidated balance sheet and totaled $18 million, $19 million and $17 million as of October 28, 2023, January 28, 2023, and October 29, 2022, respectively.

4. Leases: For the Third Quarter of Fiscal 2023, operating lease expense was $18 million and variable lease expense was $10 million, resulting in total lease expense of $28 million compared to $25 million of total lease expense in the Third Quarter of Fiscal 2022. For the First Nine Months of Fiscal 2023, operating lease expense was $53 million and variable lease expense was $32 million, resulting in total lease expense of $85 million compared to $75 million of total lease expense in the First Nine Months of Fiscal 2022.

Cash paid for lease amounts included in the measurement of operating lease liabilities in the First Nine Months of Fiscal 2023 was $61 million, while cash paid for lease amounts included in the measurement of operating lease liabilities in the First Nine Months of Fiscal 2022 was $53 million.

The increase in lease expense and cash paid was primarily driven by the acquisition of Johnny Was.

~~Business Combinations:~~ During July and August 2017, we completed transactions resulting in the acquisition of 12 Lilly Pulitzer Signature Stores and during the First Nine Months of Fiscal 2017 we also completed the final working capital settlements related to certain Fiscal 2016 acquisitions. These items resulted in the payment of $5.1 million of cash consideration during the First Nine Months of Fiscal 2017. Our allocations of the purchase price for Fiscal 2017 acquisitions are preliminary. The allocations may be revised during the one year allocation period as we obtain new information about the fair values of the acquired assets and finalize working capital amounts related to the acquisitions.

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As of October 28, 2023, the stated lease liability payments for the fiscal years specified below were as follows (in thousands):


	Operating lease
Remainder of 2023	$	19,761
2024		73,791
2025		58,704
2026		52,989
2027		39,332
2028		33,277
After 2028		63,417
Total lease payments	$	341,271
Less: Difference between discounted and undiscounted lease payments		49,809
Present value of lease liabilities	$	291,462

5. Income Taxes: For the Third Quarter of Fiscal 2023, our effective income tax rate was 18.6%, which is lower than a more typical annual effective tax rate of approximately 25% primarily due to the favorable utilization of research and development tax credits and adjustments to the US taxation on foreign earnings. For the Third Quarter of Fiscal 2022, our effective income tax rate was 26.1%. Due to the lower earnings during our third quarters as compared to our other fiscal quarters, certain discrete or other items we recognize in the third quarter may have a more pronounced impact resulting in the effective tax rate of the third quarter not being indicative of the effective tax rate for the full fiscal year.

For the First Nine Months of Fiscal 2023, our effective income tax rate was 23.4%, which is lower than a more typical annual effective tax rate of approximately 25% primarily due to the significant benefit from the vesting of restricted stock awards at a price higher than the grant date fair value and the favorable utilization of research and development tax credits and adjustments to the US taxation on foreign earnings. For the First Nine Months of Fiscal 2022, our effective income tax rate was 24.7%. The First Nine Months of Fiscal 2022 included the utilization of certain net operating loss carryforward amounts in certain state and foreign jurisdictions and other items.

Inflation Reduction Act of 2022

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”) into law. The IRA implemented a corporate alternative minimum tax, subject to certain thresholds being met, and a 1% excise tax on share repurchases effective beginning January 1, 2023. We do not currently expect that the tax-related provisions of the IRA will have a material effect on our reported results, cash flows or financial position. For the First Nine Months of Fiscal 2023, excise taxes included as part of the price of common stock repurchased during the period did not have a material effect on our reported results.

6. Shareholders’ Equity: From time to time, we repurchase our common stock mainly through open market repurchase plans. During the Third Quarter of Fiscal 2023 and First Nine Months of 2023, we repurchased 10,000 and 196,000 shares of our common stock, respectively, as part of an open market repurchase program at a cost of $1 million and $20 million, respectively. The 10,000 shares repurchased during the Third Quarter of Fiscal 2023 completed the open market repurchase program. During the Third Quarter of Fiscal 2022 and First Nine Months of Fiscal 2022, we repurchased 146,000 and 976,000 shares of our common stock, respectively, at a cost of $14 million and $87 million, respectively. The excise taxes included in the cost of shares repurchased during Fiscal 2023 was not material.

We also repurchase shares from our employees to cover employee tax liabilities related to the vesting of shares of our common stock. During the First Nine Months of Fiscal 2023 and the First Nine Months of Fiscal 2022, we repurchased $10 million and $3 million of shares, respectively, from our employees to cover employee tax liabilities related to the vesting of shares of our common stock.

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The following tables detail the changes (in thousands) in our common stock, additional paid-in capital ("APIC"), retained earnings and accumulated other comprehensive (loss) income ("AOCI"), for each period presented.


	Fiscal 2022
	Common Stock		APIC		Retained Earnings		AOCI		Total
January 29, 2022	$	16,805	$	163,156	$	331,175	$	(3,472)	$	507,664
Comprehensive income		—		—		57,408		477		57,885
Shares issued under equity plans		5		387		—		—		392
Compensation expense for equity awards		—		2,725		—		—		2,725
Repurchase of shares		(526)		(3,131)		(42,375)		—		(46,032)
Dividends declared		—		—		(9,214)		—		(9,214)
April 30, 2022	$	16,284	$	163,137	$	336,994	$	(2,995)	$	513,420
Comprehensive income		—		—		56,612		(125)		56,487
Shares issued under equity plans		15		475		—		—		490
Compensation expense for equity awards		—		2,527		—		—		2,527
Repurchase of shares		(339)		—		(29,475)		—		(29,814)
Dividends declared		—		—		(9,094)		—		(9,094)
July 30, 2022	$	15,960	$	166,139	$	355,037	$	(3,120)	$	534,016
Comprehensive income		—		—		19,666		(450)		19,216
Shares issued under equity plans		1		379		—		—		380
Compensation expense for equity awards		—		2,545		—		—		2,545
Repurchase of shares		(146)		—		(13,977)		—		(14,123)
Dividends declared		—		—		(8,995)		—		(8,995)
October 29, 2022	$	15,815	$	169,063	$	351,731	$	(3,570)	$	533,039
Comprehensive income		—		—		32,049		1,746		33,795
Shares issued under equity plans		5		332		—		—		337
Compensation expense for equity awards		—		2,780		—		—		2,780
Repurchase of shares		(46)		—		(4,824)		—		(4,870)
Dividends declared		—		—		(8,811)		—		(8,811)
January 28, 2023	$	15,774	$	172,175	$	370,145	$	(1,824)	$	556,270


	First Nine Months Fiscal 2023
	Common Stock		APIC		Retained Earnings		AOCI		Total
January 28, 2023	$	15,774	$	172,175	$	370,145	$	(1,824)	$	556,270
Comprehensive income		—		—		58,538		(604)		57,934
Shares issued under equity plans		6		596		—		—		602
Compensation expense for equity awards		—		3,259		—		—		3,259
Repurchase of shares		—		—		—		—		—
Dividends declared		—		—		(10,640)		—		(10,640)
April 29, 2023	$	15,780	$	176,030	$	418,043	$	(2,428)	$	607,425
Comprehensive income		—		—		51,453		319		51,772
Shares issued under equity plans		130		358		—		—		488
Compensation expense for equity awards		—		4,249		—		—		4,249
Repurchase of shares		(280)		(9,848)		(18,800)		—		(28,928)
Dividends declared		—		—		(10,377)		—		(10,377)
July 29, 2023	$	15,630	$	170,789	$	440,319	$	(2,109)	$	624,629
Comprehensive income		—		—		10,782		(888)		9,894
Shares issued under equity plans		5		415		—		—		420
Compensation expense for equity awards		—		3,526		—		—		3,526
Repurchase of shares		(10)		—		(1,056)		—		(1,066)
Dividends declared		—		—		(10,290)		—		(10,290)
October 28, 2023	$	15,625	$	174,730	$	439,755	$	(2,997)	$	627,113

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Long-Term Stock Incentive Plan and Equity Compensation Expense

In recent years, we have granted a combination of service-based restricted share awards and awards based on relative total shareholder return ("TSR") to certain select employees.

Service-Based Restricted Share Awards

The table below summarizes the service-based restricted share awards, including both restricted shares and restricted share units, activity for the First Nine Months of Fiscal 2023:


	First Nine Months of Fiscal 2023
		Weighted-
	Number of	average
	Shares or	grant date
	Units	fair value
Awards outstanding at beginning of year	212,945	$	64
Awards granted	60,105	$	115
Awards vested, including awards repurchased from employees for employees’ tax liability	(111,095)	$	41
Awards forfeited	(2,670)	$	80
Awards outstanding on October 28, 2023	159,285	$	99

TSR-based Restricted Share Units

The table below summarizes the TSR-based restricted share unit activity at target for the First Nine Months of Fiscal 2023:


	First Nine Months of Fiscal 2023
		Weighted-
		average
	Number of	grant date
	Share Units	fair value
TSR-based awards outstanding at beginning of year	196,040	$	89
TSR-based awards granted	74,605	$	153
TSR-based restricted shares earned and vested, including restricted share units repurchased from employees for employees’ tax liability	(76,340)	$	50
TSR-based awards forfeited	(550)	$	113
TSR-based awards outstanding on October 28, 2023	193,755	$	129

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7. Business Combinations: On September 19, 2022, we acquired JW Holdings, LLC and its subsidiaries (collectively “Johnny Was”) (the “Acquisition”). We accounted for this transaction as a business combination, which generally requires that we record the assets acquired and liabilities assumed at fair value as of the acquisition date.

The final estimated acquisition-date fair values of major classes of assets acquired and liabilities assumed, including a reconciliation to the total purchase consideration, were as follows (in thousands):


	Provisional Amounts at January 28, 2023		Measurement Period Adjustments		Final Amounts at October 28, 2023
Cash and cash equivalents	$	7,296	$	—	$	7,296
Receivables		8,777		—		8,777
Inventories		23,434		(28)		23,406
Prepaid expenses and other assets		6,353		—		6,353
Property and equipment		21,108		(947)		20,161
Intangible assets		134,640		—		134,640
Goodwill		96,637		2,599		99,236
Operating lease assets		54,859		—		54,859
Accounts payable, accrued expenses and other liabilities		(34,777)		699		(34,078)
Non-current portion of operating lease liabilities		(47,009)		—		(47,009)
Purchase price	$	271,318	$	2,323	$	273,641

We made measurement-period adjustments, as shown in the table above, that increased the amount of provisional goodwill by $3 million. Substantially all of the goodwill is deductible for income tax purposes.

Intangible assets allocated in connection with our purchase price allocation consisted of the following (in thousands):


		Johnny Was
	Useful life	acquisition
Finite lived intangible assets acquired, primarily consisting of customer relationships	8 - 13 years	$	56,740
Trade names and trademarks	Indefinite		77,900
		$	134,640

The following unaudited pro forma information (in thousands, except per share data) shows the results of our operations for the Third Quarter of Fiscal 2022 and First Nine Months of 2022 as if the acquisition of Johnny Was had occurred at the beginning of Fiscal 2021. The information presented below is for illustrative purposes only, is not indicative of results that would have been achieved if the acquisition had occurred as of that date and is not intended to be a projection of future results of operations. The following unaudited pro forma information has been prepared from historical financial statements for Johnny Was and us for the periods presented, including without limitation, purchase accounting adjustments, 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.


	Third Quarter Fiscal 2022				First Nine Months of Fiscal 2022
	Actual		Pro Forma		Actual		Pro Forma
Net sales	$	313,033	$	344,058	$	1,029,044	$	1,163,889
Earnings before income taxes	$	26,617	$	34,444	$	177,450	$	196,700
Net earnings	$	19,666	$	25,536	$	133,686	$	148,124
Earnings per share:
Basic	$	1.25	$	1.62	$	8.36	$	9.26
Diluted	$	1.22	$	1.58	$	8.19	$	9.07

8. Debt: On March 6, 2023, we entered into a Second Amendment to the 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 fund working capital, to fund future acquisitions and for general

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corporate purposes. The Revolving Credit Agreement amended and restated our Fourth Amended and Restated Credit Agreement (the “Prior Credit Agreement”). The Revolving Credit Agreement (1) extended the maturity of the facility from July 2024 to March 2028 and (2) modified certain provisions of the agreement. In other non-current assets, we capitalized debt issuance costs of $2 million in connection with commitments upon entering into the Revolving Credit Agreement.

Pursuant to the Revolving Credit Agreement, the interest rate applicable to our borrowings under the Revolving Credit Agreement are based on either the Term Secured Overnight Financing Rate plus an applicable margin of 135 to 185 basis points or prime plus an applicable margin of 25 to 75 basis points.

The Revolving Credit Agreement generally (1) is limited to a borrowing base consisting of specified percentages of eligible categories of assets, (2) accrues variable-rate interest (weighted average interest rate of 7% as of October 28, 2023), unused line fees and letter of credit fees based upon average utilization or unused availability, as applicable, (3) requires periodic interest payments with principal due at maturity and (4) is secured by a first priority security interest in substantially all of the assets of Oxford Industries, Inc. and 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.

We have issued standby letters of credit of $6 million in the aggregate under the Revolving Credit Agreement as of October 28, 2023. Outstanding letters of credit under the Revolving Credit Agreement reduce the amount of borrowings available to us.

As of October 28, 2023, we had $66 million of borrowings outstanding and $253 million in unused availability under the Revolving Credit Agreement. Under the Prior Credit Agreement as of January 28, 2023, and October 29, 2022, we had $119 million and $130 million of borrowings outstanding, and $199 million and $160 million of unused availability, respectively.

Compliance with Covenants

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, the Revolving Credit Agreement is subject to certain negative covenants or other restrictions including, among other things, limitations on our ability to (1) incur debt, (2) guaranty certain obligations, (3) incur liens, (4) pay dividends to shareholders, (5) repurchase shares of our common stock, (6) make investments, (7) sell assets or stock of subsidiaries, (8) acquire assets or businesses, (9) merge or consolidate with other companies or (10) prepay, retire, repurchase or redeem debt.

Additionally, the Revolving Credit Agreement contains a financial covenant that applies only if excess availability under the agreement for three consecutive business days is less than the greater of (1) $23.5 million or (2) 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 (1) $23.5 million or (2) 10% of availability for 30 consecutive days.

We believe that the affirmative covenants, negative covenants, financial covenants and other restrictions under the Revolving Credit Agreement are customary for those included in similar facilities entered into at the time we amended the Revolving Credit Agreement. During Fiscal 2023 and as of October 28, 2023, no financial covenant testing was required pursuant to our Revolving Credit Agreement, or the Prior Credit Agreement, as applicable, as the minimum availability threshold was met at all times. As of October 28, 2023, we were compliant with all applicable covenants related to the Revolving Credit Agreement.

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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~~thereto 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~~Fiscal 2022 Form ~~10-K for Fiscal~~ ~~2016~~.

10-K.

OVERVIEW

Business Overview

We are a ~~global~~leading branded apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy ~~Bahama®,~~Bahama, Lilly ~~Pulitzer®~~Pulitzer, Johnny Was, Southern Tide, TBBC and ~~Southern Tide®~~Duck Head lifestyle brands, other owned brands and licensed brands as well as private label apparel products. During Fiscal 2016, 92% of our net sales were from products bearing brands that we own and 66% of our net sales were through our direct to consumer channels of distribution. In Fiscal 2016, 96% of our consolidated net sales were to customers located in the United States, with the sales outside the United States consisting primarily of our Tommy Bahama product sales in Canada and the Asia-Pacific region.

brands.

Our business strategy is to ~~develop and market compelling~~drive excellence across a portfolio of lifestyle brands ~~and products~~ that ~~evoke a strong emotional response from our target consumers.~~create sustained, profitable growth. 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 lifestyle brands ~~like Tommy Bahama, Lilly Pulitzer and Southern Tide~~ that create an emotional connection ~~with consumers~~ can command greater loyalty and higher price points ~~at retail~~ and create licensing ~~opportunities, which may drive higher earnings.~~opportunities. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want ~~it.~~

them. We believe the principal competitive factors in the apparel industry are the reputation, value, and image of brand names; design of differentiated, innovative or otherwise compelling product; consumer preference; price; quality; marketing (including through rapidly shifting digital and social media vehicles); product fulfillment capabilities; and customer service. Our ability to compete successfully in ~~styling and marketing~~the apparel industry is ~~directly related to~~dependent on 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 fashion products each ~~season.~~

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To further strengthen each lifestyle brand's connections with consumers, we directly communicate with consumers through electronic and print media on a regular basis. We believe our ability to effectively communicate the images, lifestyle and products of our brands and create an emotional connection with consumers is critical to the success of the brands. Our advertising for our brands often attempts to convey the lifestyle of the brandseason as well as certain core products that consumers expect from us.

On September 19, 2022, we acquired Johnny Was. Johnny Was products are sold through the Johnny Was website and full-price retail stores and outlets as well as select department stores and specialty stores. We continue to execute acquisition and integration activities in connection with the Johnny Was acquisition, such as investing in technology infrastructure. The financial information included in the results of operations discussion below for the Third Quarter of Fiscal 2022 and the First Nine Months of Fiscal 2022, includes only the six weeks from the September 19, 2022 acquisition through October 29, 2022. Therefore, the amounts included in the results of operations below for the Third Quarter of Fiscal 2022 and the First Nine Months of Fiscal 2022 are not indicative of results for a ~~specific product.~~

~~We distribute~~full quarter or a nine month period.

During Fiscal 2022, 80% of our ~~owned lifestyle branded products primarily~~consolidated net sales were through our direct to consumer channels ~~consisting~~ of distribution, which consist of our brand specific full-price retail stores, e-commerce websites and outlets, as well as our Tommy Bahama food and ~~Lilly Pulitzer retail stores and~~beverage operations. The remaining 20% of our ~~e-commerce sites for Tommy Bahama, Lilly Pulitzer and Southern Tide, and~~net sales was generated through our wholesale distribution channels. Our direct to consumer operations provide us with the opportunity to interact directly with our customers, present to them a broad assortment of our current season products and immerse them in the theme of the lifestyle brand. We believe that presenting our products in a setting specifically designed to showcase the lifestyle onchannels, 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 18% of our consolidated net sales in Fiscal 2016, 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 often at better prices than are typically available from third-party off-price retailers.

~~The wholesale operations of our lifestyle brands~~ complement our direct to consumer operations and provide access to a larger ~~group~~base of consumers. ~~As we seek to maintain~~Our wholesale operations consist of sales of products bearing the ~~integrity~~trademarks of our lifestyle brands ~~by limiting promotional activity in our full-price retail~~to various specialty 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, including~~ Signature Stores, ~~for Lilly Pulitzer and Southern Tide.~~

Within our Lanier Apparel operating group, we sell tailored clothing and sportswear products under licensed brands, private labels and owned brands. Lanier Apparel's customers include department stores, discount and off-price retailers, warehouse clubs, national chains, specialtymulti-branded e-commerce retailers and ~~others throughout the United States.~~

~~All of~~other retailers.

For additional information about our business and our operating groups, see Part I, Item 1. Business of our Fiscal 2022 Form 10-K. Important factors relating to certain risks which could impact our business are described in Part I. Item 1A. Risk Factors of our Fiscal 2022 Form 10-K.

Industry Overview

We operate in a highly competitive apparel ~~markets in which numerous U.S. and foreign apparel firms compete.~~market that continues to evolve rapidly with the expanding application of technology to fashion retail. 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 the principal competitive factors in the apparel industry are reputation, value, and image of brand names; design; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service.

The apparel industry is cyclical and very dependent ~~upon~~on the overall level and focus of discretionary consumer spending, which changes as consumer preferences and regional,

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domestic and international economic conditions change. ~~Often,~~Also, in recent years consumers have chosen to spend less of their discretionary spending on certain product categories, including apparel, while spending more on services and other product categories. Further, negative economic conditions often have a longer and more severe impact on the apparel industry than on other ~~industries. We believe current global economic conditions~~industries due, in part, to apparel purchases often being more of a discretionary purchase.

This competitive and evolving environment requires that brands and retailers approach their operations, including marketing and advertising, very differently than they have historically and may result in increased operating costs and investments to generate growth or even maintain existing sales levels. While the ~~resulting economic uncertainty continue to impact our business,~~competition and ~~the apparel industry as a whole.~~

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 ever 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 and store closures for department stores and mall-based retailers, decreased consumer retail traffic, a more promotional retail environment, expansion of off-price and discount retailers, and growing internet purchases.

~~While this~~ evolution ~~in the fashion retail industry presents~~present 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 to capitalize on the changing consumer ~~preferences. We~~environment.

The current macroenvironment, with heightened concerns about continuing inflationary trends, a global economic recession, geopolitical issues, the availability and cost of credit and continued increases in interest rates, combined with heightened promotional activity in our industry, is creating a complex and challenging retail environment, which has impacted our businesses and financial results during Fiscal 2023 and exacerbated some of the inherent challenges to our operations. There remains significant uncertainty in the macroeconomic environment, and the impact of these and other factors could have a major effect on our businesses.

However, we believe our lifestyle brands have true competitive advantages, ~~in this new retailing paradigm,~~ and we ~~are~~continue to invest in our brands’ direct to consumer initiatives and distribution capabilities while further leveraging technology to serve our consumers when and where they want to be served. We continue to believe that our lifestyle brands, with their strong emotional connections with consumers, are well suited to succeed and thrive in the ~~long-term~~long term while managing the various challenges facing our ~~industry.~~

Specifically, we believe our lifestyle brands have opportunities for long-term growth in their direct to consumer businesses. We anticipate increased sales in our e-commerce operations, which are expected to grow at a faster rate than bricks and mortar

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comparable store sales. We also believe growth can be achieved through prudent expansion of bricks and mortar full-price retail store operations and modest comparable full-price retail store sales increases. Despite the changesindustry in the ~~retail environment, we expect there will continue to be desirable locations for additional stores.~~

~~Our lifestyle brands also have an opportunity for modest sales increases in their wholesale businesses in the long-term. We anticipate that any such increases will stem primarily from~~ current customers adding within their existing door count and increasing their on-line business, increased sales to on-line retailers, and our selective addition of new wholesale customers who generally follow a retail model with limited discounting; however, we must be diligent in our effort to avoid compromising the integrity of our brands by maintaining or growing sales with wholesale customers that may not be aligned with our long-term strategy. This is particularly important with the challenges in the department store channel, which represented about one-half of our consolidated wholesale sales, or 17% of our consolidated net sales, in Fiscal 2016. Our approach to diligently managing our wholesale distribution may result in lower wholesale sales during certain quarters or years in the future, as we may reduce the amount of sales to certain wholesale accounts by reducing the number of doors with our product, reduce the volume sold for a particular door or exit a wholesale account entirely. We also believe that there are opportunities for modest sales growth for Lanier Apparel in the future through new product programs.

We believe we must continue to invest in our lifestyle brands 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 and retail store and restaurant build-out for new, relocated or remodeled locations, as well as distribution center and administrative office expansion initiatives. Additionally, while we anticipate increased employment, advertising and other costs to support ongoing business operations and fuel future sales growth, we remain focused on appropriately managing our operating expenses.

In the midst of the challenges in our industry, an important focus for us in Fiscal 2017 has been advancing various initiatives to increase the profitability of the Tommy Bahama business. These initiatives generally focus on increasing gross margin and operating margin through efforts such as: product cost reductions; selective price increases; reducing inventory purchases; redefining our approach to inventory clearance; effectively managing controllable and discretionary operating expenses; taking a more conservative approach to full-price retail store and outlet openings and renewals; and continuing our efforts to reduce Asia-Pacific operating losses. In the First Nine Months of Fiscal 2017, we made some initial progress with these initiatives and expect to make additional progress in the future.

We continue to believe it is important to maintain a strong balance sheet and liquidity. We believe 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 we have significant opportunities to appropriately deploy our capital and resources in our existing lifestyle brands, we will continue to evaluate opportunities to add additional lifestyle brands to our portfolio if we identify appropriate targets that meet our investment criteria.

Important factors relating to certain risks, many of which are beyond our ability to control or predict, which could impact our business are described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for Fiscal 2016.

environment.

Key Operating Results:

The following table sets forth our consolidated operating results ~~from continuing operations~~ (in thousands, except per share amounts) for the First Nine Months of Fiscal ~~2017~~2023 compared to the First Nine Months of Fiscal ~~2016:~~

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Net sales $ 793,032
$ 761,539
Operating income $ 67,485
$ 70,368
Net earnings from continuing operations $ 40,958
$ 42,455
Net earnings from continuing operations per diluted share $ 2.45
$ 2.55

~~The lower net~~2022:


	First Nine Months
	Fiscal 2023		Fiscal 2022
Net sales	$	1,167,046	$	1,029,044
Operating income	$	162,435	$	178,664
Net earnings	$	120,773	$	133,686
Net earnings per diluted share	$	7.57	$	8.19
Weighted average shares outstanding - diluted		15,947		16,333

Net earnings ~~from continuing operations~~ per diluted share were $7.57 in the First Nine Months of Fiscal ~~2017 was~~2023 compared to $8.19 in the First Nine Months of Fiscal 2022. The 8% decrease in net earnings per diluted share included a 10% decrease in net earnings as well as a 2% reduction in weighted average shares outstanding due to open market share repurchases in Fiscal 2022 and Fiscal 2023. The decreased net earnings were primarily due to ~~the impact of LIFO accounting on Corporate and Other operating results and~~(1) lower operating income inat Tommy Bahama, Lilly Pulitzer, ~~primarily related to charges associated with the Fiscal 2017 acquisition of certain Lilly Pulitzer Signature Store operations.~~and Emerging Brands and (2) increased interest expense. These ~~items~~decreases were partially offset by ~~higher~~(1) the inclusion of the operating income of Johnny Was in ~~Tommy Bahama as well as Southern Tide, which was acquired in April 2016.~~

the First Nine Months of 2023, (2) a lower operating loss at Corporate and Other and (3) a lower effective tax rate.

COMPARABLE ~~STORE~~ SALES

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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 our full-price retail stores and e-commerce sites, excluding sales associated with e-commerce flash clearance sales. We believe that the inclusion of both ~~our~~ full-price retail stores and e-commerce sites in ~~our~~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.~~channels. For our comparable ~~store~~ sales disclosures, we exclude (1) outlet store ~~sales, warehouse~~ sales and e-commerce flash clearance sales, as those clearance sales are used primarily to liquidate end of

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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 non-clearance direct to consumer sales, and (2) ~~restaurant~~food and beverage sales, as we do not currently believe that the inclusion of ~~restaurant~~food and beverage sales in our comparable ~~store~~ sales disclosures is meaningful in assessing our ~~consolidated results of operations.~~branded apparel businesses. Comparable ~~store~~ sales information reflects net sales, including shipping and handling revenues, if any, associated with product sales.

For purposes of our disclosures, ~~we consider a~~ comparable ~~store to be, in addition to our~~sales consists of sales through e-commerce sites aand any physical full-price retail ~~store~~stores that ~~was~~were owned and open as of the beginning of the prior fiscal year and which did not have during the relevant periods, and is not within the current fiscal year scheduled to have, (1) a remodel or other event ~~resulting~~which would result in ~~the store being closed~~a closure 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 or (3) a relocation to a new space that ~~was~~is significantly different from the prior retail ~~space, or (4) a closing or opening of a Tommy Bahama restaurant adjacent to the full-price retail store.~~space. 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, ~~restaurant closing or opening,~~ or other event. A full-price retail store that is remodeled will generally continue to be included in our comparable ~~store~~ sales metrics as a store is not typically closed for longer than a ~~two week~~two-week period during a remodel; however, ~~in some cases,~~ a ~~store may be closed for more than two weeks during a remodel. A~~full-price retail store that is relocated generally will ~~generally~~ 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 because the size or other characteristics of the store typically change significantly from the prior location. ~~Additionally, any~~Any stores that were closed during the prior fiscal year or current fiscal year, or which we expect to close or vacate in the current fiscal year, as well as any pop-up or temporary store locations, are excluded from ~~the definition of~~our comparable ~~store sales.~~

sales metrics.

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.

DIRECT TO CONSUMER LOCATIONS

The table below provides information about the number of direct to consumer locations for our brands as of the dates specified. For Johnny Was, locations are only included subsequent to the date of acquisition. The amounts below include our permanent locations and exclude any pop-up or temporary store locations which have an initial lease term of 12 months or less.


	October 28,	January 28,	October 29,	January 29,
	2023	2023	2022	2022
Tommy Bahama full-price retail stores	102	103	102	102
Tommy Bahama retail-food & beverage locations	21	21	21	21
Tommy Bahama outlets	34	33	35	35
Total Tommy Bahama locations	157	157	158	158
Lilly Pulitzer full-price retail stores	61	59	59	58
Johnny Was full-price retail stores	71	65	64	—
Johnny Was outlets	2	2	2	—
Total Johnny Was locations	73	67	66	—
Southern Tide full-price retail stores	15	6	5	4
TBBC full-price retail stores	3	3	2	1
Total Oxford direct to consumer locations	309	292	290	221

RESULTS OF OPERATIONS

THIRD QUARTER OF FISCAL ~~2017~~2023 COMPARED TO THIRD QUARTER OF FISCAL ~~2016~~2022

The discussion and tables below compare our statements of operations for the Third Quarter of Fiscal 2023 to the Third Quarter of Fiscal 2022. Each dollar and percentage change provided reflects the change between these fiscal periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. We have calculated all percentages based on actual data, and percentage columns in tables may not add due to rounding. Individual line items of our consolidated statements of operations, including gross profit, may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.

Table of Contents

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~~sales as well as 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~~The table also includes net earnings per diluted share and diluted weighted average shares outstanding (in thousands), as well as the change and the percentage ~~columns may not add due to rounding.~~

~~Table~~change for each of ~~Contents~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Net sales $ 235,960
100.0 % $ 222,308
100.0 % $ 13,652
6.1 %
Cost of goods sold 110,784
47.0 % 104,254
46.9 % 6,530
6.3 %
Gross profit $ 125,176
53.0 % $ 118,054
53.1 % $ 7,122
6.0 %
SG&A 127,091
53.9 % 121,442
54.6 % 5,649
4.7 %
Royalties and other operating income 3,039
1.3 % 3,061
1.4 % (22 ) (0.7 )%
Operating income (loss) $ 1,124
0.5 % $ (327 ) (0.1 )% $ 1,451
NM
Interest expense, net 683
0.3 % 716
0.3 % (33 ) (4.6 )%
Earnings (loss) from continuing operations before income taxes $ 441
0.2 % $ (1,043 ) (0.5 )% $ 1,484
NM
Income taxes (631 ) (0.3 )% 555
0.2 % (1,186 ) NM
Net earnings (loss) from continuing operations $ 1,072
0.5 % $ (1,598 ) (0.7 )% $ 2,670
NM
Earnings from discontinued operations, net of taxes —
— % —
— % —
— %
Net earnings (loss) $ 1,072
0.5 % $ (1,598 ) (0.7 )% $ 2,670
NM

~~The discussion and tables below compare certain line~~these items ~~included in our statements of operations for the Third Quarter of Fiscal 2017~~as compared to the ~~Third Quarter~~same period of ~~Fiscal 2016. 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, expenses or other information in this report reflect continuing operations.

prior year.


	Third Quarter
	Fiscal 2023				Fiscal 2022				$ Change		% Change

Net sales	$	326,630	100.0	%	$	313,033	100.0	%	$	13,597	4.3	%
Cost of goods sold		121,211	37.1	%		115,339	36.8	%		5,872	5.1	%
Gross profit	$	205,419	62.9	%	$	197,694	63.2	%	$	7,725	3.9	%
SG&A		194,822	59.6	%		175,027	55.9	%		19,795	11.3	%
Royalties and other operating income		3,863	1.2	%		4,648	1.5	%		(785)	(16.9)	%
Operating income	$	14,460	4.4	%	$	27,315	8.7	%	$	(12,855)	(47.1)	%
Interest expense, net		1,217	0.4	%		698	0.2	%		519	74.4	%
Earnings before income taxes	$	13,243	4.1	%	$	26,617	8.5	%	$	(13,374)	(50.2)	%
Income tax expense		2,461	0.8	%		6,951	2.2	%		(4,490)	(64.6)	%
Net earnings	$	10,782	3.3	%	$	19,666	6.3	%	$	(8,884)	(45.2)	%
Net earnings per diluted share	$	0.68			$	1.22			$	(0.54)	(44.3)	%
Weighted average shares outstanding - diluted		15,787				16,139				(352)	(2.2)	%

Net Sales

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Tommy Bahama $ 123,895
$ 125,966
$ (2,071 ) (1.6 )%
Lilly Pulitzer 59,244
52,319
6,925
13.2 %
Lanier Apparel 43,110
35,065
8,045
22.9 %
Southern Tide 9,217
8,687
530
6.1 %
Corporate and Other 494
271
223
NM
Total net sales $ 235,960
$ 222,308
$ 13,652
6.1 %


	Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	170,144	$	178,645	$	(8,501)	(4.8)	%
Lilly Pulitzer		76,290		84,053		(7,763)	(9.2)	%
Johnny Was		49,105		22,661		26,444	NM	%
Emerging Brands		31,155		26,912		4,243	15.8	%
Corporate and Other		(64)		762		(826)	(108.4)	%
Consolidated net sales	$	326,630	$	313,033	$	13,597	4.3	%

Consolidated net sales increased $13.7 million, or 6.1%, in the Third Quarter of Fiscal 2017 compared to the Third Quarter of Fiscal 2016. The increase in consolidated net sales was primarily driven by (1) a $5.6 million increase in wholesale sales, consisting of increases in Lanier Apparel and Southern Tide and decreases in Tommy Bahama and Lilly Pulitzer, (2) an incremental net sales increase of $5.5 million associated with the operation of non-comp full-price retail stores in Lilly Pulitzer and Tommy Bahama, (3) a $2.4 million, or 4%, increase in comparable store sales to $69.5were $327 million in the Third Quarter of Fiscal ~~2017 from $67.1~~2023 compared to net sales of $313 million in the Third Quarter of Fiscal ~~2016 and (4)~~2022. The 4% increase in net sales included (1) a ~~$1.6~~$26 million increase in ~~restaurant~~sales for Johnny Was, which we owned for six out of the thirteen weeks of the Third Quarter of Fiscal 2022, and (2) increased sales in ~~Tommy Bahama.~~Emerging Brands. These increases were partially offset by ~~a $1.5 million decrease~~decreased sales in ~~net sales through our off-price direct to consumer clearance channels, which includes our e-commerce flash clearance sales~~Tommy Bahama and ~~outlets.~~ Lilly Pulitzer.

The ~~changes~~increase in net sales by ~~operating group are discussed below.~~distribution channel consisted of the following:

●

an increase in full-price e-commerce sales of $9 million, or 11%, including (1) an $11 million increase in Johnny Was, (2) a $2 million increase in Emerging Brands and (3) a $1 million increase in Tommy Bahama. These increases were partially offset by a $5 million decrease in Lilly Pulitzer;

●

an increase in full-price retail sales of $8 million, or 8%, including (1) a $10 million increase in Johnny Was, (2) a $2 million increase in Emerging Brands as we opened new retail locations and (3) a $1 million increase in Lilly Pulitzer. These increases were partially offset by a $5 million decrease in Tommy Bahama;

●

an increase in outlet sales of $2 million, or 13%, including (1) a $1 million increase in Tommy Bahama and (2) a $1 million increase in Johnny Was;

~~We believe that certain macroeconomic factors, including lower retail store traffic and the evolving impact~~

Table of digital technology on consumer shopping habits, continue to impact the sales in each of our direct to consumer and wholesale businesses. Additionally, we believe sales in our operating groups in both the Third Quarter of Fiscal 2017 and the Third Quarter of Fiscal 2016 were unfavorably impacted by hurricanes to varying degrees, which resulted in certain store closures and may have also negatively impacted wholesale reorders.Contents

●

a decrease in Lilly Pulitzer e-commerce flash clearance sales of $3 million, or 10%;

●

a decrease in wholesale sales of $1 million, or 1%, including (1) a $4 million decrease in Tommy Bahama and (2) a $1 million decrease in Lilly Pulitzer. These decreases were partially offset by a $5 million increase in Johnny Was; and

●

a decrease in food and beverage sales of $1 million, or 3%.

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

~~Table of Contents~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016
Full-price retail stores and outlets 33 % 33 %
E-commerce 20 % 20 %
Restaurant 7 % 7 %
Wholesale 40 % 40 %
Total 100 % 100 %

presented. We have calculated all percentages below on actual data, and percentages may not add to 100 due to rounding.


	Third Quarter
	Fiscal 2023		Fiscal 2022
Retail	37	%	36	%
E-commerce	35	%	34	%
Food & beverage	7	%	7	%
Wholesale	21	%	22	%
Total	100	%	100	%

Tommy Bahama:

~~The~~

Tommy Bahama net sales ~~decrease of $2.1~~decreased $9 million, or ~~1.6%~~5%, ~~was primarily driven by (1) a $6.5 million decrease in our off-price direct to consumer clearance channel, primarily resulting from the absence of any e-commerce flash clearance sales~~ in the Third Quarter of Fiscal ~~2017 as well as lower sales in existing outlet stores, and (2)~~2023, with a ~~$0.9 million~~ decrease in (1) full-price retail sales of $5 million, or 8%, (2) wholesale sales ~~reflecting lower full-price wholesale~~of $4 million, or 11% and (3) food and beverage sales ~~as Tommy Bahama continues~~of $1 million, or 3%, primarily due to ~~manage its exposure to department stores,~~remodels of certain locations and ~~higher off-price wholesale sales.~~the impact of the Maui wildfires. These decreases were partially offset by an increase in (1) ~~a $2.5~~outlet sales of $1 million, or 5%6%, ~~increase in comparable store~~and (2) e-commerce sales ~~to $51.1~~of $1 million, in the Third Quarter of Fiscal 2017 from $48.6 million in the Third Quarter of Fiscal 2016, (2) a $1.6 million increase in restaurant sales resulting from sales at a new restaurant location in Dallas, Texas which opened in the Third Quarter of Fiscal 2017 and a new Marlin Bar location in Coconut Point, Florida, which opened in the Fourth Quarter of Fiscal 2016, and (3) an incremental net sales increase of $1.3 million associated with the operation of non-comp full-price retail stores. Tommy Bahama's direct to consumer sales benefited from a shift in the Friends and Family event which was held entirely in the third quarter in Fiscal 2017, but was split between the second and third quarter in Fiscal 2016.

As of October 28, 2017, we operated 167 Tommy Bahama stores globally, consisting of 111 full-price retail stores, 18 restaurant-retail locations and 38 outlet stores. As of October 29, 2016, we operated 170 Tommy Bahama stores consisting of 113 full-price retail stores, 16 restaurant-retail locations and 41 outlet stores.

or 1%. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016
Full-price retail stores and outlets 47 % 46 %
E-commerce 11 % 13 %
Restaurant 13 % 12 %
Wholesale 29 % 29 %
Total 100 % 100 %


	Third Quarter
	Fiscal 2023		Fiscal 2022
Retail	45	%	44	%
E-commerce	21	%	20	%
Food & beverage	13	%	13	%
Wholesale	21	%	23	%
Total	100	%	100	%

Lilly Pulitzer:

~~The~~

Lilly Pulitzer net sales ~~increase of $6.9~~decreased $8 million, or ~~13.2%~~9%, was primarily a result of (1) a $5.0 million increase in e-commerce flash clearance sales and (2) an incremental net sales increase of $4.2 million associated with the operation of additional full-price retail stores, including stores opened by Lilly Pulitzer and the 12 acquired Signature Stores. These increases were partially offset by (1) a $2.2 million decrease in wholesale sales and (2) a $0.1 million, or 1%, decrease in comparable store sales to $18.4 million in the Third Quarter of Fiscal ~~2017 compared to $18.5~~2023, with a decrease in (1) full-price e-commerce sales of $5 million, or 19%, (2) e-commerce flash sales of $3 million, or 10% and (3) wholesale sales of $1 million, or 10%. These decreases were partially offset by an increase in retail sales of $1 million, or 3%. The increase in retail sales was partially driven by the participation of Lilly Pulitzer’s retail stores in the September 2023 flash clearance sale. Lilly Pulitzer’s retail stores did not participate in the flash sale during the Third Quarter of Fiscal 2016, with negative retail comparable store sales offsetting positive e-commerce comparable store sales. The decrease in wholesale sales reflects Lilly Pulitzer's efforts to continue to manage its exposure to department stores and the Third Quarter of Fiscal 2017 not including any wholesale sales to the acquired Signature Stores. The decrease in comparable store sales primarily reflects reduced retail store traffic.

As of October 28, 2017, we operated 57 Lilly Pulitzer retail stores, compared to 39 retail stores as of October 29, 2016. During the First Nine Months of Fiscal 2017, we added 17 new Lilly Pulitzer store locations, which consisted of the opening of five new Lilly Pulitzer stores and the July and August 2017 acquisition of 12 Lilly Pulitzer Signature Stores.2022. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:


	Third Quarter
	Fiscal 2023		Fiscal 2022
Retail	31	%	27	%
E-commerce	58	%	62	%
Wholesale	11	%	11	%
Total	100	%	100	%

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Third Quarter Fiscal 2017 Third Quarter Fiscal 2016
Full-price retail stores 35 % 32 %
E-commerce 53 % 50 %
Wholesale 12 % 18 %
Total 100 % 100 %

~~Lanier Apparel:~~

~~The increase in~~

Johnny Was:

Johnny Was net sales ~~for Lanier Apparel of $8.0~~were $49 million or 22.9%, was primarily due to increased sales resulting from a branded pants program with a warehouse club and initial shipments in certain private label sportswear and branded tailored clothing programs.

~~Southern Tide:~~

~~The increase in net sales of $0.5 million, or 6.1%, for Southern Tide~~ in the Third Quarter of Fiscal ~~2017 was primarily due to~~2023. We owned Johnny Was for six out of the thirteen weeks of the Third Quarter of Fiscal 2022. The following table presents the proportion of net sales by distribution channel for Johnny Was for each period presented:


	Third Quarter
	Fiscal 2023		Fiscal 2022
Retail	39	%	38	%
E-commerce	41	%	41	%
Wholesale	20	%	21	%
Total	100	%	100	%

Emerging Brands:

Emerging Brands net sales increased ~~wholesale~~$4 million, or 16%, in the Third Quarter of Fiscal 2023 with increased sales in Southern Tide and Duck Head partially offset by decreased sales at TBBC. By distribution channel, the $4 million increase included increases of (1) $2 million, or 196%, in retail sales as ~~well as higher~~we opened new retail locations and (2) $2 million, or 18%, in e-commerce sales. The following table presents the proportion of net sales by distribution channel for ~~Southern Tide~~Emerging Brands for each period presented:

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016
E-commerce 16 % 16 %
Wholesale 84 % 84 %
Total 100 % 100 %


	Third Quarter
	Fiscal 2023		Fiscal 2022
Retail	12	%	5	%
E-commerce	41	%	40	%
Wholesale	47	%	55	%
Total	100	%	100	%

Corporate and Other:

Corporate and Other net sales primarily consist of ~~the~~ net sales of our Lyons, Georgia distribution center ~~to third party warehouse customers as well as the impact of~~business, our Oxford America business, which we exited in Fiscal 2022, and the elimination of any ~~intercompany~~ sales between ~~our~~ operating groups.

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Gross Profit

The ~~table~~tables below ~~presents~~present gross profit by operating group and in total for the Third Quarter of Fiscal ~~2017~~2023 and the Third Quarter of Fiscal ~~2016,~~2022, as well as the dollar change and percentage change between those two ~~periods.~~periods, and gross margin by operating group and in total. 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.

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Tommy Bahama $ 74,279
$ 73,923
$ 356
0.5 %
Lilly Pulitzer 32,891
30,251
2,640
8.7 %
Lanier Apparel 13,191
9,440
3,751
39.7 %
Southern Tide 4,884
3,194
1,690
52.9 %
Corporate and Other (69 ) 1,246
(1,315 ) NM
Total gross profit $ 125,176
$ 118,054
$ 7,122
6.0 %
LIFO charge (credit) included in Corporate and Other $ 476
$ (1,024 )

Inventory step-up charge included in Southern Tide $ —
$ 994

Inventory step-up charge included in Lilly Pulitzer $ 1,086
$ —


	Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	111,194	$	115,641	$	(4,447)	(3.8)	%
Lilly Pulitzer		47,094		52,993		(5,899)	(11.1)	%
Johnny Was		33,775		14,597		19,178	NM	%
Emerging Brands		16,799		13,426		3,373	25.1	%
Corporate and Other		(3,443)		1,037		(4,480)	NM	%
Consolidated gross profit	$	205,419	$	197,694	$	7,725	3.9	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	3,529	$	(650)
Inventory step-up charge included in Johnny Was	$	—	$	1,376


	Third Quarter
	Fiscal 2023		Fiscal 2022
Tommy Bahama	65.4	%	64.7	%
Lilly Pulitzer	61.7	%	63.0	%
Johnny Was	68.8	%	64.4	%
Emerging Brands	53.9	%	49.9	%
Corporate and Other	NM	%	NM	%
Consolidated gross margin	62.9	%	63.2	%

The ~~increase in consolidated~~increased gross profit was primarily due to higher net sales, as discussed above. Changes in gross margin by operating group are discussed below. The table below presents gross margin by operating group and in total for the Third Quarter of ~~Fiscal 2017 and the Third Quarter of Fiscal 2016.~~

~~Table of Contents~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016
Tommy Bahama 60.0 % 58.7 %
Lilly Pulitzer 55.5 % 57.8 %
Lanier Apparel 30.6 % 26.9 %
Southern Tide 53.0 % 36.8 %
Corporate and Other NM
NM
Consolidated gross margin 53.0 % 53.1 %

On a consolidated basis, gross margin was comparable in the Third Quarter of Fiscal 2017 and the Third Quarter of Fiscal 2016. The comparable gross margin reflects (1) the net unfavorable impact of LIFO accounting, (2) a change in sales mix with Lanier Apparel sales and Lilly Pulitzer e-commerce clearance sales, both of which have lower gross margins than full-price direct to consumer sales, representing a greater proportion of sales and (3) gross margin in Lilly Pulitzer in the Third Quarter of Fiscal 2017 being unfavorably impacted primarily by $1.1 million of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition of certain Lilly Pulitzer Signature Stores. These unfavorable items were partially offset by improved gross margins in the Third Quarter of Fiscal 2017 in Tommy Bahama, Lanier Apparel and Southern Tide. Southern Tide's gross margin in the Third Quarter of Fiscal 2016 was unfavorably impacted by $1.0 million of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition.

~~Tommy Bahama:~~

The increase in gross margin for Tommy Bahama in the Third Quarter of Fiscal 2017 primarily resulted from (1) a change in sales mix as full-price direct to consumer sales represented a greater proportion of sales while off-price direct to consumer sales represented a lower proportion of sales in the Third Quarter of Fiscal 2017, and (2) improved gross margins in our off-price direct to consumer business. These items were partially offset by a greater proportion of full-price direct to consumer sales in the Third Quarter of Fiscal 2017 being associated with the Friends and Family event and the Third Quarter of Fiscal 2016 including the impact of the $1.9 million benefit related to a settlement of certain outstanding and economic loss claims filed pursuant to the Deepwater Horizon Economic and Property Damage Settlement Program and the $1.3 million charge related to an assertion of underpaid customs duties.

~~Lilly Pulitzer:~~

The decrease in gross margin for Lilly Pulitzer was primarily driven by the $1.1 million of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition associated with the acquisition of certain Lilly Pulitzer Signature Stores in the Third Quarter of Fiscal 2017 and a change in sales mix as the e-commerce flash clearance sale represented a greater proportion of sales in the Third Quarter of Fiscal 2017.

~~Lanier Apparel:~~

The increase in gross margin for Lanier Apparel for the Third Quarter of Fiscal 2017 primarily resulted from the favorable impact of a change in sales mix towards branded sales and other higher gross margin programs and fewer inventory markdowns.

~~Southern Tide:~~

~~The increase in gross margin for Southern Tide in the Third Quarter of Fiscal 2017~~4% was primarily due to the ~~Third Quarter of Fiscal 2016 including $1.0 million of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition with no such amounts recognized~~4% increase in ~~the Third Quarter of Fiscal 2017. Additionally, Southern Tide gross margins improved as a result of reductions in product costs, less inventory markdowns and better~~net sales. The decreased gross margin ~~on off-price sales.~~

~~Corporate and Other:~~

~~The gross profit in Corporate and Other in each period primarily reflects~~included (1) the gross profit of our Lyons, Georgia distribution center operations, (2) the impact of LIFO accounting adjustments and (3) the impact of certain consolidating adjustments, including the elimination of intercompany sales between our operating groups. The primary driver for the lower gross profit was the unfavorable impact of a ~~$0.5~~$4 million higher LIFO accounting charge in the Third Quarter of Fiscal ~~2017~~2023 compared

~~Table~~ to the Third Quarter of ~~Contents~~

Fiscal 2022 and (2) full-price e-commerce sales representing a lower proportion of net sales in Lilly Pulitzer. These decreases were partially offset by (1) increased sales and higher gross margins in Johnny Was, (2) higher gross margin in Emerging Brands resulting from lower inventory markdowns, (3) lower freight costs and (4) the lack of the $1 million inventory step up charge in cost of goods sold related to ~~a $1.0 million LIFO accounting credit~~the Johnny Was acquisition in the Third Quarter of Fiscal ~~2016.~~2022.

Tommy Bahama:

The higher gross margin for Tommy Bahama was primarily due to (1) lower freight costs, (2) a change in sales mix with wholesale sales representing a smaller proportion of net sales and (3) increased outlet gross margins.

Lilly Pulitzer:

The lower gross margin for Lilly Pulitzer was primarily due to (1) full-price e-commerce sales representing a lower proportion of net sales, (2) increased e-commerce shipping costs and (3) higher loyalty reward discounts driven by the new loyalty program implemented in 2023. These decreases were partially offset by increased initial product margins.

Johnny Was:

Gross margin for the Third Quarter of Fiscal 2023 was 68.8% compared to 64.4% for the Third Quarter of Fiscal 2022. The Johnny Was gross profit and gross margin for the Third Quarter of 2022 was unfavorably impacted by the $1

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million of incremental cost of goods sold resulting from the charge related to the step up of inventory to fair value at acquisition.

Emerging Brands:

The higher gross margin for Emerging Brands was primarily due to a change in sales mix with direct to consumer sales representing a larger proportion of net sales. This increase was partially offset by lower gross margin on wholesale sales due to off-price wholesale sales of previously marked down inventory representing a greater proportion of wholesale sales.

Corporate and Other:

The gross profit in Corporate and Other primarily reflects the impact of LIFO accounting adjustments and the gross profit of the Lyons, Georgia distribution center and Oxford America businesses. The primary driver for the decreased gross profit was the $4 million higher LIFO accounting charge. The LIFO accounting impact in Corporate and Other in each period includes the net impact of (1) a charge in Corporate and Other when inventory that had been marked down in an operating group in a prior period was ultimately sold, (2) a credit in Corporate and Other when inventory had been marked down in an operating group in the current period, but had not been sold as of period end and (3) the change in the LIFO reserve, if any.

SG&A


	Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change
SG&A	$	194,822		$	175,027		$	19,795	11.3	%
SG&A (as a % of net sales)		59.6	%		55.9	%
Notable items included in amounts above:
Amortization of Johnny Was intangible assets	$	3,463		$	1,641
Transaction expenses and integration costs associated with the Johnny Was acquisition included in Corporate and Other	$	—		$	2,783

SG&A was $195 million in the Third Quarter of Fiscal ~~2017 primarily reflects the sale of inventory that had been marked down~~2023 compared to ~~the estimated net realizable value in prior periods in an operating group, but generally reversed in Corporate and Other as part of LIFO accounting. The LIFO accounting credit in Corporate and Other~~$175 million in the Third Quarter of Fiscal ~~2016 primarily reflects~~2022, with approximately $18 million, or 93%, of the ~~reversal~~increase due to the SG&A of ~~inventory markdowns to net realizable value recognized in~~Johnny Was that we owned for six out of the ~~operating groups during that quarter.~~

~~SG&A~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
SG&A $ 127,091
$ 121,442
$ 5,649
4.7 %
SG&A as % of net sales 53.9 % 54.6 %

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 391
$ 375

Amortization of intangible assets included in Southern Tide $ 72
$ 156

Amortization of intangible assets included in Lilly Pulitzer associated with Signature Store acquisitions $ 90
$ —

Transaction/integration costs associated with Signature Store acquisitions $ 563
$ —

thirteen weeks of the Third Quarter of Fiscal 2022. The 11% increase in total SG&A ~~was primarily due to (1) $3.0 million of incremental costs~~ in the Third Quarter of Fiscal ~~2017 associated with additional retail stores, (2) a $2.2~~2023 included the following, each of which includes the SG&A of Johnny Was: (1) increased employment costs of $10 million, ~~increase in incentive compensation,~~ primarily due to ~~higher incentive compensation amounts~~increased head count, pay rate increases and other employment cost increases, including in ~~Tommy Bahama~~our direct to consumer and ~~Lanier Apparel~~distribution center operations partially offset by lower incentive compensation amounts, (2) a $3 million increase in ~~Lilly Pulitzer~~advertising expense, (3) a $3 million increase in occupancy expenses, (4) a $2 million increase in variable expenses related to higher sales, including credit card transaction fees, supplies, commissions, royalties and ~~(3) the incremental SG&A, including transaction and integration costs and~~other expenses, (5) a $2 million increase in amortization of intangible assets ~~associated with the acquisition of certain Lilly Pulitzer Signature Stores.~~

and (6) a $2 million increase in depreciation expense. These increases were partially offset by a $4 million decrease in administrative expenses including professional fees, travel and other items.

Royalties and other operating income

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Royalties and other operating income $ 3,039
$ 3,061
$ (22 ) (0.7 )%


	Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Royalties and other operating income	$	3,863	$	4,648	$	(785)	(16.9)	%

Royalties and other operating income typically consists primarily of income received from third parties from the licensing of our brands. The decreased royalties and other operating income in the Third Quarter of Fiscal ~~2017~~2023 was primarily ~~reflects~~due to decreased royalty income ~~received from third parties from the licensing of our Tommy Bahama, Lilly Pulitzer and Southern Tide brands. The comparable royalty and other operating income includes an increase~~ in Tommy Bahama ~~and decreases in Lilly Pulitzer and Southern Tide.~~reflecting the lower sales of our licensing partners.

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Operating income (loss)

~~Table of Contents~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Tommy Bahama $ (5,872 ) $ (7,133 ) $ 1,261
17.7 %
Lilly Pulitzer 4,952
6,212
(1,260 ) (20.3 )%
Lanier Apparel 5,615
3,666
1,949
53.2 %
Southern Tide 1,016
(472 ) 1,488
NM
Corporate and Other (4,587 ) (2,600 ) (1,987 ) (76.4 )%
Total operating income (loss) $ 1,124
$ (327 ) $ 1,451
NM
LIFO charge (credit) included in Corporate and Other $ 476
$ (1,024 )

Inventory step-up charge included in Southern Tide $ —
$ 994

Inventory step-up charge included in Lilly Pulitzer $ 1,086
$ —

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 391
$ 375

Amortization of intangible assets included in Southern Tide $ 72
$ 156

Amortization of intangible assets included in Lilly Pulitzer associated with Signature Store acquisitions $ 90
$ —

Transaction/integration costs associated with Signature Store acquisitions $ 563
$ —

~~The increase in operating~~


	Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	12,097	$	18,984	$	(6,887)	(36.3)	%
Lilly Pulitzer		6,769		12,688		(5,919)	(46.7)	%
Johnny Was		935		117		818	NM	%
Emerging Brands		3,709		3,729		(20)	(0.5)	%
Corporate and Other		(9,050)		(8,203)		(847)	NM	%
Consolidated operating income	$	14,460	$	27,315	$	(12,855)	(47.1)	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	3,529	$	(650)
Inventory step-up charge included in Johnny Was	$	—	$	1,376
Amortization of Johnny Was intangible assets	$	3,463	$	1,641
Transaction expenses and integration costs associated with the Johnny Was acquisition included in Corporate and Other	$	—	$	2,783

Operating income was $14 million in the Third Quarter of Fiscal ~~2017 was primarily due~~2023 compared to ~~improved~~$27 million in the Third Quarter of Fiscal 2022. The decreased operating ~~results~~income included (1) lower operating income in Tommy Bahama, ~~Lanier Apparel~~Lilly Pulitzer, and ~~Southern Tide.~~Emerging Brands and (2) a higher operating loss in Corporate and Other. These ~~items~~decreases were partially offset by ~~lower~~the increased operating ~~results in Lilly Pulitzer, primarily due to the impact~~income of ~~purchase accounting charges related to the acquisition of certain Lilly Pulitzer Signature Stores, and Corporate and Other, primarily due to the impact of LIFO accounting.~~Johnny Was. Changes in operating income (loss) by operating group are discussed below.

Tommy Bahama:

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Net sales $ 123,895
$ 125,966
$ (2,071 ) (1.6 )%
Gross margin 60.0 % 58.7 %

Operating loss $ (5,872 ) $ (7,133 ) $ 1,261
17.7 %
Operating loss as % of net sales (4.7 )% (5.7 )%

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 391
$ 375


	Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	170,144		$	178,645		$	(8,501)	(4.8)	%
Gross profit	$	111,194		$	115,641		$	(4,447)	(3.8)	%
Gross margin		65.4	%		64.7	%
Operating income	$	12,097		$	18,984		$	(6,887)	(36.3)	%
Operating income as % of net sales		7.1	%		10.6	%

The ~~improved~~decreased operating ~~results~~income for Tommy Bahama was due to (1) decreased net sales, (2) increased SG&A and (3) lower royalty income. These decreases were partially offset by higher gross margin. The increased SG&A was primarily due to ~~lower SG&A, improved gross margins, and~~$3 million in increased ~~royalty income,~~employment costs. This increase was partially offset by decreases in advertising expenses, variable expenses and administrative expenses including professional fees, travel and other items.

Lilly Pulitzer:


	Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	76,290		$	84,053		$	(7,763)	(9.2)	%
Gross profit	$	47,094		$	52,993		$	(5,899)	(11.1)	%
Gross margin		61.7	%		63.0	%
Operating income	$	6,769		$	12,688		$	(5,919)	(46.7)	%
Operating income as % of net sales		8.9	%		15.1	%

The decreased operating income for Lilly Pulitzer was due to (1) decreased net sales, (2) lower ~~net sales. The~~gross margin and (3) lower royalty income. SG&A was comparable in the Third Quarter of 2023 and the Third Quarter of 2022 with a $1 million decrease in administrative expenses including professional fees, travel and other items offset by a $1 million increase in depreciation expenses.

Table of Contents

Johnny Was:


	Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	49,105		$	22,661		$	26,444	NM	%
Gross profit	$	33,775		$	14,597		$	19,178	NM	%
Gross margin		68.8	%		64.4	%
Operating income	$	935		$	117		$	818	NM	%
Operating income as % of net sales		1.9	%		0.5	%
Notable items included in amounts above:
Inventory step-up charge included in Johnny Was	$	—		$	1,376
Amortization of Johnny Was intangible assets	$	3,463		$	1,641

Operating income for the Third Quarter of Fiscal ~~2017~~2023 includes cost reductions in Tommy Bahama retail store, wholesale and corporate operations as Tommy Bahama has focused on reducing certain employment and other operating costs. These lower expenses were partially offset by (1) $1.4$3 million of higher incentive compensation amounts and (2) $0.9 million of incremental SG&A associated with operating non-comp retail stores, including set-up costs associated with the new retail-restaurant location which opened in the Third Quarter of Fiscal 2017.

~~Lilly Pulitzer:~~

~~Table of Contents~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Net sales $ 59,244
$ 52,319
$ 6,925
13.2 %
Gross margin 55.5 % 57.8 %

Operating income $ 4,952
$ 6,212
$ (1,260 ) (20.3 )%
Operating income as % of net sales 8.4 % 11.9 %

Inventory step-up charge included in Lilly Pulitzer $ 1,086
$ —

Amortization of intangible assets included in Lilly Pulitzer associated with Signature Store acquisitions $ 90
$ —

Transaction/integration costs associated with Signature Store acquisitions $ 563
$ —

The lower operating income in Lilly Pulitzer was primarily due to (1) higher SG&A and (2) the Third Quarter of Fiscal 2017 including $1.1 million of incremental cost of goods sold associated with the step-up of inventory associated with the acquisition of certain Lilly Pulitzer Signature Stores. These items were partially offset by higher sales, as discussed above. The higher SG&A for the Third Quarter of Fiscal 2017 includes (1) $1.9 million of incremental SG&A associated with the cost of operating additional retail stores, including the acquired Signature Stores, (2) SG&A increases to support the planned growth of the business, including additional employee headcount, and (3) $0.7 million of transaction and integration costs and amortization of intangible assets associated with the ~~acquisition~~acquired operations of ~~certain Signature Stores. These~~Johnny Was. In the Third Quarter of Fiscal 2022, the acquired operations of Johnny Was were negatively impacted by (1) $2 million of amortization of intangible assets and (2) $1 million of inventory step-up charges resulting from the acquisition.

Emerging Brands:


	Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	31,155		$	26,912		$	4,243	15.8	%
Gross profit	$	16,799		$	13,426		$	3,373	25.1	%
Gross margin		53.9	%		49.9	%
Operating income	$	3,709		$	3,729		$	(20)	(0.5)	%
Operating income as % of net sales		11.9	%		13.9	%

The comparable operating income for Emerging Brands was primarily due to increased SG&A ~~increases were~~ partially offset by ~~lower incentive compensation amounts~~higher sales and gross margin. The increased SG&A included (1) higher SG&A associated with new retail store operations, including related employment costs, occupancy costs and administrative expenses, (2) higher advertising expense and (3) increased variable expenses resulting from increased sales.

Corporate and Other:


	Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Net sales	$	(64)	$	762	$	(826)	(108.4)	%
Gross profit	$	(3,443)	$	1,037	$	(4,480)	NM	%
Operating loss	$	(9,050)	$	(8,203)	$	(847)	NM	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	3,529	$	(650)
Transaction expenses and integration costs associated with the Johnny Was acquisition	$	—	$	2,783

The increased operating loss in Corporate and Other was primarily a result of a higher net LIFO accounting charge in the Third Quarter of Fiscal ~~2017.~~

~~Lanier Apparel:~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Net sales $ 43,110
$ 35,065
$ 8,045
22.9 %
Gross margin 30.6 % 26.9 %

Operating income $ 5,615
$ 3,666
$ 1,949
53.2 %
Operating income as % of net sales 13.0 % 10.5 %

2023. The ~~increase in operating income for Lanier Apparel~~higher LIFO accounting charge was ~~primarily due to the higher sales and improved gross margin~~ partially offset by ~~higher SG&A. The~~lower SG&A, ~~increase was primarily due to (1) higher~~including decreased incentive compensation ~~amounts, (2) higher variable~~amounts. The Third Quarter of Fiscal 2022 also included $3 million of transaction expenses ~~including royalties~~ and ~~advertising, related to increased branded sales, and (3) certain incremental infrastructure~~integration costs associated with ~~our Strong Suit and Duck Head businesses, which we acquired in Fiscal 2016.~~

~~Southern Tide:~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Net sales $ 9,217
$ 8,687
$ 530
6.1 %
Gross margin 53.0 % 36.8 %

Operating income (loss) $ 1,016
$ (472 ) $ 1,488
NM
Operating income (loss) as % of net sales 11.0 % (5.4 )%
Inventory step-up charge included in Southern Tide $ —
$ 994

Amortization of intangible assets included in Southern Tide $ 72
$ 156

the Johnny Was acquisition.

Interest expense, net


	Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Interest expense, net	$	1,217	$	698	$	519	74.4	%

The ~~increase in operating income for Southern Tide~~higher interest expense in the Third Quarter of Fiscal ~~2017~~2023 was primarily due to a higher average outstanding debt balance during the Third Quarter of Fiscal ~~2016 including $1.0 million of incremental cost of goods sold associated with the step-up of inventory with no such charges in~~2023 than the Third Quarter of Fiscal ~~2017, as well as the higher sales and gross margin. These items were partially offset by the impact of increased SG&A~~2022. We utilized debt to ~~support planned growth for the Southern Tide business.~~fund a

~~Corporate and Other:~~

Table of Contents

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Net sales $ 494
$ 271
$ 223
NM
Operating loss $ (4,587 ) $ (2,600 ) $ (1,987 ) (76.4 )%
LIFO charge (credit) included in Corporate and Other $ 476
$ (1,024 )

~~The lower operating results in Corporate and Other in~~

portion of the ~~Third Quarter of Fiscal 2017 were primarily due to the $1.5 million net unfavorable impact of LIFO accounting, higher incentive compensation amounts and increases in other expenses.~~

~~Interest expense, net~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Interest expense, net $ 683
$ 716
$ (33 ) (4.6 )%

~~Interest expense for the Third Quarter of Fiscal 2017 and Third Quarter of Fiscal 2016 were comparable with the impact of lower average~~Johnny Was acquisition on September 19, 2022. There was no debt outstanding in the Third Quarter of Fiscal ~~2017 partially offset by higher interest rates~~2022 prior to the acquisition of Johnny Was.

Income tax


	Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Income tax expense	$	2,461		$	6,951		$	(4,490)	(64.6)	%
Effective tax rate		18.6	%		26.1	%

For the Third Quarter of Fiscal 2023, our effective income tax rate was 18.6%, which is lower than a more typical annual effective tax rate of approximately 25% primarily due to the favorable utilization of research and development tax credits and adjustments to the US taxation on foreign earnings. For the Third Quarter of Fiscal 2022, our effective income tax rate was 26.1%. Due to the lower earnings during our third quarters as compared to our other fiscal quarters, certain discrete or other items we recognize in the third quarter may have a more pronounced impact resulting in the effective tax rate of the third quarter not being indicative of the effective tax rate for the full fiscal year.

Net earnings


	Third Quarter
	Fiscal 2023		Fiscal 2022
Net sales	$	326,630	$	313,033
Operating income	$	14,460	$	27,315
Net earnings	$	10,782	$	19,666
Net earnings per diluted share	$	0.68	$	1.22
Weighted average shares outstanding - diluted		15,787		16,139

Net earnings per diluted share were $0.68 in the Third Quarter of Fiscal ~~2017.~~

~~Income taxes~~

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016 $ Change % Change
Income taxes $ (631 ) $ 555
$ (1,186 ) NM

~~The tax expense reflects the net impact of (1) $0.8 million of discrete items, primarily related~~2023 compared to ~~the favorable impact of certain prior year tax items~~$1.22 in the Third Quarter of Fiscal ~~2017 with no such items in the Third Quarter of Fiscal 2016~~2022 reflecting (1) increased SG&A, (2) decreased gross margin, (3) increased interest expense and ~~(2) the impact of changes in expected earnings projections for the year by jurisdiction in amount~~(4) decreased royalties and ~~in proportion to~~ other jurisdictions, including the impact of earnings in foreign jurisdictions which have lower tax rates than domestic earnings. The net impact of the various 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 during the third quarter as compared to the other quarters of the fiscal year. Thus, the effective tax rate for the third quarter is not indicative of the effective tax rate anticipated for the full year. Our effective tax rate for the full year of Fiscal 2017 is expected to be approximately 37%.

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

Third Quarter Fiscal 2017 Third Quarter Fiscal 2016
Net earnings (loss) from continuing operations $ 1,072
$ (1,598 )
Net earnings (loss) from continuing operations per diluted share $ 0.06
$ (0.10 )
Weighted average shares outstanding - diluted 16,735
16,531

The higher net earnings from continuing operations per diluted share in the Third Quarter of Fiscal 2017 was primarily due to the improved operating results in Lanier Apparel, Southern Tide and Tommy Bahama and lower income taxes,income. These decreases were partially offset by ~~lower operating results in Corporate~~(1) higher sales, (2) a decreased effective income tax rate and ~~Other and Lilly Pulitzer, each~~(3) share repurchases as ~~discussed~~noted above.

FIRST NINE MONTHS OF FISCAL ~~2017~~2023 COMPARED TO FIRST NINE MONTHS OF FISCAL ~~2016~~

2022

The discussion and tables below compare our statements of operations for the First Nine Months of Fiscal 2023 and the First Nine Months of Fiscal 2022. Each dollar and percentage change provided reflects the change between these fiscal periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. We have calculated all percentages based on actual data, and percentage columns in tables may not add due to rounding. Individual line items of our consolidated statements of operations, including gross profit, may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.

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~~sales as well as 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.~~The table also includes net earnings per diluted share and diluted

prior year.


	First Nine Months
	Fiscal 2023				Fiscal 2022				$ Change		% Change
Net sales	$	1,167,046	100.0	%	$	1,029,044	100.0	%	$	138,002	13.4	%
Cost of goods sold		417,769	35.8	%		372,824	36.2	%		44,945	12.1	%
Gross profit	$	749,277	64.2	%	$	656,220	63.8	%	$	93,057	14.2	%
SG&A		603,202	51.7	%		495,574	48.2	%		107,628	21.7	%
Royalties and other operating income		16,360	1.4	%		18,018	1.8	%		(1,658)	(9.2)	%
Operating income	$	162,435	13.9	%	$	178,664	17.4	%	$	(16,229)	(9.1)	%
Interest expense, net		4,856	0.4	%		1,214	0.1	%		3,642	300.0	%
Earnings before income taxes	$	157,579	13.5	%	$	177,450	17.2	%	$	(19,871)	(11.2)	%
Income tax expense		36,806	3.2	%		43,764	4.3	%		(6,958)	(15.9)	%
Net earnings	$	120,773	10.3	%	$	133,686	13.0	%	$	(12,913)	(9.7)	%
Net earnings per diluted share	$	7.57			$	8.19			$	(0.62)	(7.6)	%
Weighted average shares outstanding - diluted		15,947				16,333				(386)	(2.4)	%

Net Sales

●

an increase in food and beverage sales of $3 million, or 3%.

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

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Full-price retail stores and outlets 39 % 39 %
E-commerce 17 % 17 %
Restaurant 8 % 7 %
Wholesale 36 % 37 %
Total 100 % 100 %

presented. We have calculated all percentages below on actual data, and percentages may not add to 100 due to rounding.


	First Nine Months
	Fiscal 2023		Fiscal 2022
Retail	38	%	39	%
E-commerce	34	%	31	%
Food & beverage	7	%	8	%
Wholesale	21	%	21	%
Total	100	%	100	%

Tommy Bahama:

~~The~~

Tommy Bahama net sales ~~increase of $11.2~~increased $4 million, or ~~2.4%~~1%, ~~was primarily driven by (1) a $10.4 million, or 5%, increase in comparable store sales to $229.1 million~~ in the First Nine Months of Fiscal ~~2017 from $218.6 million in the First Nine Months of Fiscal 2016, (2) a $5.3 million~~2023, with an increase in ~~restaurant~~(1) e-commerce sales ~~reflecting~~of $5 million, or 3%, (2) food and beverage sales ~~from a new restaurant and Marlin Bar location as well as increased~~of $3 million, or 3%, (3) wholesale sales ~~at existing restaurants, (3) an incremental net sales increase~~ of ~~$4.8~~$2 million, ~~associated with the operation of non-comp full-price retail stores~~or 2%, and (4) ~~a $1.1~~outlet sales of $2 million, increase in wholesale sales reflecting higher off-price sales, as Tommy Bahama sold some excess prior season inventory, and lower full-price wholesale sales, as Tommy Bahama continues to manage its exposure to department stores.or 4%. These increases were partially offset by ~~$10.4 million of lower sales~~a decrease in our off-price direct to consumer clearance channel, primarily resulting from the absence of any e-commerce flash clearance sales in the First Nine Months of Fiscal 2017 as well as lower sales in existing outlet stores. Tommy Bahama's direct to consumer sales benefited from (1) a 132 page Spring 2017 catalog, which presented the wide breadth of Tommy Bahama products in one place, (2) increased sales from its semiannual Friends & Family events held each year, (3) increased sales from Tommy Bahama's loyalty award card and Flip Side events held in the second quarter of each year and (4) Tommy Bahama taking initial markdowns on select items at the end of the selling season in our retail stores and on our e-commerce website in the First Nine Months of Fiscal 2017.

~~As of October 28, 2017, we operated 167 Tommy Bahama stores globally, consisting of 111~~ full-price retail ~~stores, 18 restaurant-retail locations and 38 outlet stores. As~~sales of ~~October 29, 2016, we operated 170 Tommy Bahama stores consisting of 113 full-price retail stores, 16 restaurant-retail locations and 41 outlet stores.~~$7 million, or 3%. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Full-price retail stores and outlets 49 % 49 %
E-commerce 14 % 15 %
Restaurant 13 % 11 %
Wholesale 24 % 25 %
Total 100 % 100 %


	First Nine Months
	Fiscal 2023		Fiscal 2022
Retail	45	%	46	%
E-commerce	23	%	23	%
Food & beverage	13	%	12	%
Wholesale	19	%	19	%
Total	100	%	100	%

Lilly Pulitzer:

~~The~~

Lilly Pulitzer net sales increase of $5.3 million, or 2.8%, was primarily a result of (1) an incremental net sales increase of $11.1 million associated with the operation of additional full-price retail stores and (2) a $5.1 million increase in e-commerce flash clearance sales. These sales increases were partially offset by (1) a $4.6 million, or 5%, decrease in comparable store sales to $83.9 million in the First Nine Months of Fiscal ~~2017 compared~~2023 were comparable to ~~$88.5 million in~~ the First Nine Months of Fiscal ~~2016, with negative retail comparable store~~2022. Increases included (1) e-commerce flash clearance sales ~~offsetting positive e-commerce comparable store sales~~of $6 million, or 17%, and (2) ~~a $6.3 million decrease in wholesale~~increased full-price e-commerce sales. ~~The decrease in comparable store sales primarily reflects reduced retail store traffic. The lower~~These increases were partially offset by decreased (1) wholesale sales ~~were primarily a result~~ of ~~lower~~$5 million, or 11% and (2) retail sales ~~to department stores, as Lilly Pulitzer continues to manage its exposure to department stores, and lower orders from specialty stores.~~

~~Table of Contents~~

$1 million, or 1%. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:


	First Nine Months
	Fiscal 2023		Fiscal 2022
Retail	34	%	34	%
E-commerce	51	%	49	%
Wholesale	15	%	17	%
Total	100	%	100	%

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Full-price retail stores 38 % 37 %
E-commerce 33 % 30 %
Wholesale 29 % 33 %
Total 100 % 100 %


	First Nine Months
	Fiscal 2023		Fiscal 2022
Retail	38	%	38	%
E-commerce	40	%	41	%
Wholesale	22	%	21	%
Total	100	%	100	%

Emerging Brands:

Emerging Brands net sales increased $8 million, or 9%, in the First Nine Months of Fiscal 2023 with increased sales in all brands. By distribution channel, the $8 million increase included increases of (1) $6 million, or 17%, in e-commerce and (2) $5 million, or 114%, in retail sales as we opened new retail locations. These increases were partially offset by a $3 million, or 6%, decrease in wholesale sales that includes the impact of the acquisition and conversion of three former Southern Tide Signature Store operations to company owned retail stores. The following table presents the proportion of net sales by distribution channel for Emerging Brands for each period presented:


	First Nine Months
	Fiscal 2023		Fiscal 2022
Retail	10	%	5	%
E-commerce	42	%	39	%
Wholesale	48	%	56	%
Total	100	%	100	%

Corporate and Other:

Table of Contents

Gross Profit

The ~~table~~tables below ~~presents~~present gross profit by operating group and in total for the First Nine Months of Fiscal ~~2017~~2023 and the First Nine Months of Fiscal ~~2016,~~2022, as well as the dollar change and percentage change between those two ~~periods.~~periods, and gross margin by operating group and in total. 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.

~~Table~~


	First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	424,730	$	419,781	$	4,949	1.2	%
Lilly Pulitzer		178,489		179,841		(1,352)	(0.8)	%
Johnny Was		103,285		14,597		88,688	NM	%
Emerging Brands		48,224		43,901		4,323	9.8	%
Corporate and Other		(5,451)		(1,900)		(3,551)	NM	%
Consolidated gross profit	$	749,277	$	656,220	$	93,057	14.2	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	6,287	$	3,087
Inventory step-up charge included in Johnny Was	$	—	$	1,376


	First Nine Months
	Fiscal 2023		Fiscal 2022
Tommy Bahama	64.8	%	64.5	%
Lilly Pulitzer	67.3	%	67.9	%
Johnny Was	68.6	%	64.4	%
Emerging Brands	49.9	%	49.6	%
Corporate and Other	NM	%	NM	%
Consolidated gross margin	64.2	%	63.8	%

The increased gross profit of ~~Contents~~

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016 $ Change % Change
Tommy Bahama $ 289,428
$ 280,906
$ 8,522
3.0 %
Lilly Pulitzer 121,657
119,390
2,267
1.9 %
Lanier Apparel 26,354
23,129
3,225
13.9 %
Southern Tide 15,849
7,534
8,315
NM
Corporate and Other (2,733 ) 3,355
(6,088 ) NM
Total gross profit $ 450,555
$ 434,314
$ 16,241
3.7 %
LIFO charge (credit) included in Corporate and Other $ 3,748
$ (2,277 )

Inventory step-up charge included in Southern Tide $ —
$ 2,123

Inventory step-up charge included in Lilly Pulitzer $ 1,086
$ —

~~The increase in consolidated gross profit~~14% was primarily due to ~~higher~~the 13% increase in net sales as ~~discussed above,~~well as increased consolidated gross margin. The higher gross margin included (1) the 68.6% gross margin of Johnny Was, (2) reduced freight costs, (3) improved initial product margins, as certain sales prices were increased more than the increased product costs during the last year and (4) the ~~net favorable impact~~lack of the $1 million inventory ~~step-up~~step up charge in ~~Southern Tide and Lilly Pulitzer,~~cost of goods sold related to the Johnny Was acquisition in the First Nine Months of Fiscal 2022. These increases were partially offset by (1) increased e-commerce flash clearance sales in Lilly Pulitzer, (2) increased sales during the ~~net unfavorable impact~~loyalty award, Flip Side marketing, and end of season clearance events in Tommy Bahama and (3) $3 million in higher LIFO ~~accounting. Changes~~accounting charges in the First Nine Months of Fiscal 2023 compared to the First Nine Months of Fiscal 2022.

Tommy Bahama:

The higher gross margin for Tommy Bahama was primarily due to (1) reduced freight costs and (2) improved initial product margins. These increases were partially offset by ~~operating group are discussed below.~~ increased sales during the loyalty award, Flip Side marketing, and end of season clearance events in Tommy Bahama.

Lilly Pulitzer:

The ~~table below presents~~lower gross margin for Lilly Pulitzer was primarily due to a change in sales mix with flash clearance sales representing a larger proportion of net sales. This decrease was partially offset by ~~operating group~~(1) an increase in initial product margins, (2) a change in sales mix with wholesale sales representing a lower proportion of Lilly Pulitzer net sales and ~~in total~~(3) lower freight costs.

Johnny Was:

Gross margin for the First Nine Months of Fiscal ~~2017 and the First Nine Months~~2023 was 68.6%.

Table of ~~Fiscal 2016.~~Contents

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Tommy Bahama 59.8 % 59.4 %
Lilly Pulitzer 63.3 % 63.9 %
Lanier Apparel 31.3 % 28.5 %
Southern Tide 50.7 % 39.1 %
Corporate and Other NM
NM
Consolidated gross margin 56.8 % 57.0 %

On a consolidated basis, gross margin decreased in the First Nine Months of Fiscal 2017, primarily as a result of the net impact of unfavorable LIFO accounting of $6.0 million between the First Nine Months of Fiscal 2017 and the First Nine Months of Fiscal 2016, which was partially offset by improved gross margins in Tommy Bahama and Lanier Apparel and the net impact of the inventory step-up charges in Southern Tide and Lilly Pulitzer .

~~Tommy Bahama:~~

Emerging Brands:

The ~~increase in~~higher gross margin for ~~Tommy Bahama in the First Nine Months of Fiscal 2017~~Emerging Brands was primarily ~~resulted from~~due to a change in sales mix with ~~full-price~~ direct to consumer sales representing a greater proportion of ~~Tommy Bahama’s~~net sales. ~~The~~This increase ~~in gross margin~~ was partially offset by lower gross margin on wholesale sales due to off-price wholesale sales of previously marked down inventory representing a greater proportion of wholesale sales.

Corporate and Other:

The gross profit in Corporate and Other primarily reflects the impact of ~~the sale~~LIFO accounting adjustments, which was a charge of ~~certain aged inventory~~$6 million and $3 million in the First Nine Months of Fiscal ~~2017. This inventory had been marked down to its estimated realizable value in the Fourth Quarter of Fiscal 2016~~2023 and the sales associated with this inventory resulted in a nominal impact to gross margin. Additionally, gross margin continued to be impacted by a greater proportion of sales in our stores and on our e-commerce website occurring during our marketing events, which typically have lower gross margins than sales during non-promotional periods.

~~Lilly Pulitzer:~~

~~The decrease in gross margin for Lilly Pulitzer was primarily driven by~~ the First Nine Months of Fiscal ~~2017 including $1.1 million~~2022, respectively, and the gross profit of ~~incremental cost~~the Lyons, Georgia distribution center and Oxford America businesses. The LIFO accounting impact in Corporate and Other in each period includes the net impact of ~~goods~~(1) a charge in Corporate and Other when inventory that had been marked down in an operating group in a prior period was ultimately sold, ~~related to~~(2) a credit in Corporate and Other when inventory had been marked down in an operating group in the ~~step-up~~current period, but had not been sold as of ~~inventory associated with~~period end and (3) the ~~acquisition of certain Lilly Pulitzer Signature Stores.~~

~~Lanier Apparel:~~

The increase in gross margin for Lanier Apparel for the First Nine Months of Fiscal 2017 primarily resulted from lower inventory markdowns and customer allowance amounts compared to the First Nine Months of Fiscal 2016 as well as a change in ~~sales mix as branded sales represented a greater proportion of Lanier Apparel sales~~the LIFO reserve, if any.

SG&A


	First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change
SG&A	$	603,202		$	495,574		$	107,628	21.7	%
SG&A (as a % of net sales)		51.7	%		48.2	%
Notable items included in amounts above:
Amortization of Johnny Was intangible assets	$	10,389		$	1,641
Transaction expenses and integration costs associated with the Johnny Was acquisition included in Corporate and Other	$	—		$	2,783

SG&A was $603 million in the First Nine Months of Fiscal ~~2017.~~

~~Table of Contents~~

~~Southern Tide:~~

~~The increase in gross margin for Southern Tide~~2023 compared to $496 million in the First Nine Months of Fiscal ~~2017 was primarily~~2022, with approximately $82 million, or 76%, of the increase due to the ~~gross profit~~SG&A of Southern Tide for the First Nine Months of Fiscal 2016 including $2.1 million of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition. All amounts related to the step-up of inventory were recognized during Fiscal 2016. Additionally, Southern Tide's gross margin during the First Nine Months of Fiscal 2017 reflects reductionsJohnny Was. The 22% increase in ~~product costs and better gross margin on off-price sales partially offset by a change in sales mix. Wholesale sales represented a greater proportion of Southern Tide~~total SG&A in the First Nine Months of Fiscal ~~2017,~~2023 included the following, each of which includes the SG&A of Johnny Was: (1) increased employment costs of $35 million, primarily due to ~~seasonality as the First Nine Months of Fiscal 2016 did not include a full nine months of operations.~~

~~Corporate~~increased head count, pay rate increases and ~~Other:~~

~~The gross profit~~other employment cost increases, including in ~~Corporate~~our direct to consumer and ~~Other in each period primarily reflects (1) the gross profit of our Lyons, Georgia~~ distribution center operations (2) the impact of LIFO accounting adjustments and (3) the impact of certain consolidating adjustments, including the elimination of intercompany sales between our operating groups. The primary driver for the lower gross profit was the unfavorable impact of a $3.7 million LIFO accounting charge in the First Nine Months of Fiscal 2017 compared to a $2.3 million LIFO accounting credit in the First Nine Months of Fiscal 2016. The LIFO accounting charge in Corporate and Other in the First Nine Months of Fiscal 2017 primarily reflects the sale of inventory that had been marked down to net realizable value in prior periods in an operating group, but generally reversed in Corporate and Other as part of LIFO accounting. The LIFO accounting credit in Corporate and Other in the First Nine Months of Fiscal 2016 primarily reflects the reversal of inventory markdowns to net realizable value recognized in the operating groups during that period.

~~SG&A~~

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016 $ Change % Change
SG&A $ 393,193
$ 374,379
$ 18,814
5.0 %
SG&A as % of net sales 49.6 % 49.2 %

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 1,134
$ 1,124

Amortization of intangible assets included in Southern Tide $ 216
$ 365

Amortization of intangible assets included in Lilly Pulitzer associated with Signature Store acquisitions $ 90
$ —

Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other $ —
$ 762

Distribution center integration charges $ —
$ 454

Transaction/integration costs associated with Signature Store acquisitions $ 563
$ —

The increase in SG&A was primarily due to (1) $8.0 million of incremental costs in the First Nine Months of Fiscal 2017 associated with additional retail stores, (2) a $5.5 million increase in incentive compensation, reflecting higher incentive compensation amounts in Tommy Bahama, Lanier Apparel and Corporate and Other, partially offset by lower incentive compensation amounts, (2) a $22 million increase in ~~Lilly Pulitzer,~~advertising expense, (3) ~~$3.9~~a $15 million increase in occupancy expenses, (4) a $14 million increase in variable expenses related to higher sales, including credit card transaction fees, supplies, commissions, royalties and other expenses, (5) a $9 million increase in amortization of ~~incremental SG&A~~intangible assets primarily due to the acquisition of Johnny Was in the ~~First~~Third Quarter of Fiscal ~~2017 associated with the Southern Tide business, which was acquired in April 2016, (4)~~2022, (6) a ~~$1.3~~$7 million increase in ~~brand advertising in Tommy Bahama,~~administrative expenses including the cost of the 132 page Spring 2017 catalog, and (5) other infrastructure and employment cost increases related to expanding certain of our business operations. These SG&A increases were partially offset by cost reductions in Tommy Bahama's retail store, wholesale and corporate operations as Tommy Bahama has focused on reducing certain employmentprofessional fees, travel and other ~~operating costs.~~

items and (7) a $4 million increase in depreciation expense.

Royalties and other operating income

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016 $ Change % Change
Royalties and other operating income $ 10,123
$ 10,433
$ (310 ) (3.0 )%

~~Table~~


	First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Royalties and other operating income	$	16,360	$	18,018	$	(1,658)	(9.2)	%
Notable items included in amounts above:
Gain on sale of Merida manufacturing facility	$	(1,756)	$	—

Royalties and other operating income typically consists primarily of ~~Contents~~

~~Royalties~~income received from third parties from the licensing of our brands. The decreased royalties and other operating income in the First Nine Months of Fiscal ~~2017~~2023 was primarily reflects income received from third parties from the licensing of our Tommy Bahama, Lilly Pulitzer and Southern Tide brands. The $0.3 million decrease in royalties and other operating income resulted fromdue to decreased ~~royalty income for Lilly Pulitzer partially offset by higher~~ royalty income in Tommy Bahama ~~and Southern Tide.~~

~~Operating income (loss)~~

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016 $ Change % Change
Tommy Bahama $ 32,082
$ 26,761
$ 5,321
19.9 %
Lilly Pulitzer 43,621
49,646
(6,025 ) (12.1 )%
Lanier Apparel 6,668
6,609
59
0.9 %
Southern Tide 3,765
(425 ) 4,190
NM
Corporate and Other (18,651 ) (12,223 ) (6,428 ) (52.6 )%
Total operating income $ 67,485
$ 70,368
$ (2,883 ) (4.1 )%
LIFO charge (credit) included in Corporate and Other $ 3,748
$ (2,277 )

Inventory step-up charge included in Southern Tide $ —
$ 2,123

Inventory step-up charge included in Lilly Pulitzer $ 1,086
$ —

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 1,134
$ 1,124

Amortization of intangible assets included in Southern Tide $ 216
$ 365

Amortization of intangible assets included in Lilly Pulitzer associated with Signature Store acquisitions $ 90
$ —

Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other $ —
$ 762

Distribution center integration charges $ —
$ 454

Transaction/integration costs associated with Signature Store acquisitions $ 563
$ —

~~The~~reflecting the lower sales of our licensing partners. This decrease ~~in operating income~~was partially offset by a $2 million gain recorded in the First Nine Months of Fiscal ~~2017~~2023 on the sale of the

Table of Contents

Merida manufacturing facility in Mexico previously operated by our Lanier Apparel operating group, which we exited in Fiscal 2021.

Operating income (loss)


	First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	118,655	$	130,508	$	(11,853)	(9.1)	%
Lilly Pulitzer		49,851		60,358		(10,507)	(17.4)	%
Johnny Was		7,266		117		7,149	NM	%
Emerging Brands		10,650		15,456		(4,806)	(31.1)	%
Corporate and Other		(23,987)		(27,775)		3,788	NM	%
Consolidated operating income	$	162,435	$	178,664	$	(16,229)	(9.1)	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	6,287	$	3,087
Inventory step-up charge included in Johnny Was	$	—	$	1,376
Amortization of Johnny Was intangible assets	$	10,389	$	1,641
Transaction expenses and integration costs associated with the Johnny Was acquisition included in Corporate and Other	$	—	$	2,783
Gain on sale of Merida manufacturing facility	$	(1,756)	$	—

Operating income was ~~due~~$162 million in the First Nine Months of Fiscal 2023 compared to $179 million in the ~~lower operating results in Corporate and Other, primarily due to the impact~~First Nine Months of ~~LIFO accounting, and lower~~Fiscal 2022. The decreased operating income ~~in Lilly Pulitzer. These items were partially offset by increased~~included lower operating income in Tommy Bahama, Lilly Pulitzer and ~~Southern Tide, which was not owned for~~Emerging Brands. These decreases were partially offset by (1) the ~~full nine months in the prior year. Changes in~~ operating income ~~(loss) by~~of Johnny Was and (2) a lower operating ~~group are discussed below.~~

loss in Corporate and Other.

Tommy Bahama:

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016 $ Change % Change
Net sales $ 483,971
$ 472,796
$ 11,175
2.4 %
Gross margin 59.8 % 59.4 %

Operating income $ 32,082
$ 26,761
$ 5,321
19.9 %
Operating income as % of net sales 6.6 % 5.7 %

Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition $ 1,134
$ 1,124


	First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	655,022		$	650,677		$	4,345	0.7	%
Gross profit	$	424,730		$	419,781		$	4,949	1.2	%
Gross margin		64.8	%		64.5	%
Operating income	$	118,655		$	130,508		$	(11,853)	(9.1)	%
Operating income as % of net sales		18.1	%		20.1	%

The ~~increase in~~decreased operating income for Tommy Bahama was primarily due to (1) increased ~~sales~~SG&A and ~~higher gross margin, as discussed above,~~(2) lower royalty income. These decreases were partially offset by higher ~~SG&A.~~sales and gross margin. The ~~higher~~increased SG&A was primarily due to (1) $9 million of increased employment costs, (2) a $3 million increase in advertising expense, (3) $2 million of increased variable expenses and (4) a $2 million increase in occupancy expenses. These increases were partially offset by a $1 million decrease in administrative expenses including professional fees, travel and other items.

Table of Contents

Lilly Pulitzer:


	First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	265,089		$	264,763		$	326	0.1	%
Gross profit	$	178,489		$	179,841		$	(1,352)	(0.8)	%
Gross margin		67.3	%		67.9	%
Operating income	$	49,851		$	60,358		$	(10,507)	(17.4)	%
Operating income as % of net sales		18.8	%		22.8	%

The decreased operating income for Lilly Pulitzer was due to (1) increased SG&A and (2) lower gross margin. The increased SG&A was primarily due to (1) $2 million in increased advertising expense, (2) $2 million of increased employment costs, (3) $2 million of increased variable expenses and (4) $2 million of increased depreciation.

Johnny Was:


	First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	150,619		$	22,661		$	127,958	NM	%
Gross profit	$	103,285		$	14,597		$	88,688	NM	%
Gross margin		68.6	%		64.4	%
Operating income	$	7,266		$	117		$	7,149	NM	%
Operating income as % of net sales		4.8	%		0.5	%
Notable items included in amounts above:
Inventory step-up charge included in Johnny Was	$	—		$	1,376
Amortization of Johnny Was intangible assets	$	10,389		$	1,641

Operating income for the First Nine Months of Fiscal ~~2017 includes~~2023 represents the acquired operations of Johnny Was that were negatively impacted by (1) ~~a $5.6 million increase in incentive compensation amounts, (2) $3.5~~$10 million of ~~incremental~~amortization of intangible assets and (2) $1 million of costs associated with the implementation of a new e-commerce platform.

Emerging Brands:


	First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	96,726		$	88,588		$	8,138	9.2	%
Gross profit	$	48,224		$	43,901		$	4,323	9.8	%
Gross margin		49.9	%		49.6	%
Operating income	$	10,650		$	15,456		$	(4,806)	(31.1)	%
Operating income as % of net sales		11.0	%		17.4	%

The decreased operating income for Emerging Brands was due to increased SG&A. This decrease was partially offset by (1) higher sales and (2) higher gross margin. The increased SG&A included (1) higher SG&A associated with ~~non-comp~~new retail ~~stores~~store operations, including related employment costs, occupancy costs and administrative expenses, (2) higher advertising expense and (3) $1.3 million of incremental brand advertising expense. These cost increases were partially offset by cost reductions in Tommy Bahama's retail store, wholesale and corporate operations as Tommy Bahama has focused on reducing certain employment and other operating costs.increased variable expenses resulting from increased sales.

Corporate and Other:

~~Interest expense, net~~

the US taxation on foreign earnings. The First Nine Months of Fiscal 2017 includes the favorable impact of (1) earnings in certain of our foreign jurisdictions, including foreign sourcing operations, which have lower tax rates than our domestic earnings and (2) $0.8 million of favorable discrete items in the Third Quarter of Fiscal 2017 primarily related to certain prior year tax items, which were partially offset by the $0.8 million unfavorable impact of certain stock awards that vested during the First Quarter of Fiscal 2017. The First Nine Months of Fiscal 2016 includes the favorable impact of (1) earnings in certain foreign jurisdictions and (2)2022 benefited from the utilization of certain ~~foreign~~net operating loss carryforward ~~amounts. Our effective tax rate for the full year~~amounts in certain state and foreign jurisdictions and certain other items.

Table of ~~Fiscal 2017 is expected to be approximately 37%.~~Contents

Net earnings ~~from continuing operations~~

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Net earnings from continuing operations $ 40,958
$ 42,455
Net earnings from continuing operations per diluted share $ 2.45
$ 2.55
Weighted average shares outstanding - diluted 16,710
16,635

~~The lower net~~


	First Nine Months
	Fiscal 2023		Fiscal 2022
Net sales	$	1,167,046	$	1,029,044
Operating income	$	162,435	$	178,664
Net earnings	$	120,773	$	133,686
Net earnings per diluted share	$	7.57	$	8.19
Weighted average shares outstanding - diluted		15,947		16,333

Net earnings ~~from continuing operations~~ per diluted share were $7.57 in the First Nine Months of Fiscal ~~2017 was primarily due~~2023 compared to $8.19 in the ~~impact~~First Nine Months of ~~LIFO accounting on Corporate~~Fiscal 2022 reflecting the (1) increased SG&A, (2) increased interest expense and ~~Other~~(3) decreased royalties and other operating ~~resuts and lower operating income in Lilly Pulitzer, primarily related to charges associated with the Fiscal 2017 acquisition of certain Lilly Pulitzer Signature Store operations.~~

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income. These ~~items~~decreases were partially offset by (1) higher ~~operating~~sales and gross margin, (2) a decreased effective income ~~in Tommy Bahama~~tax rate and (3) share repurchases as ~~well as Southern Tide, which was not owned for the full nine months in the prior year, each as discussed~~noted above.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary source of revenue and cash flow is through our design, sourcing, marketing and distribution of branded apparel products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer, ~~and~~Johnny Was, Southern Tide, TBBC and Duck Head lifestyle ~~brands, other owned brands and licensed brands, and private label apparel products.~~ brands. We primarily distribute our products to our customers via direct to consumer channels of distribution, but we also distribute our products via wholesale channels of distribution.

Our primary uses of cash flow include the purchase of ~~products in the operation of~~ our ~~business~~branded apparel products from third party ~~contract manufacturers~~suppliers located outside of the United States, as well as operating expenses, including employee compensation and benefits, operating lease commitments and other occupancy-related costs, marketing and advertising costs, information technology costs, variable expenses, distribution costs, other general and administrative expenses and the periodic payment of ~~periodic interest payments related to our financing arrangements.~~

interest. Additionally, we use our cash ~~for the funding of~~to fund capital expenditures and other investing activities, dividends, share repurchases and repayment of ~~indebtedness.~~indebtedness, if any. In the ordinary course of business, we maintain certain levels of inventory, extend credit to our wholesale customers and pay ~~certain~~our operating expenses. Thus, we require a certain amount of ongoing working capital to operate our business. IfOur need for working capital is typically seasonal with the greatest working capital requirements to support our larger spring, summer and holiday direct to consumer seasons. Our capital needs depend on many factors including the results of our operations and cash flows, anticipated growth rates, the need to finance inventory levels and the success of our various products.

We have a long history of generating sufficient cash flows from operations to satisfy our cash requirements for our ongoing capital expenditure needs as well as payment of dividends and repayment of our debt. Thus, we believe our anticipated future cash flows from operating activities will provide (1) sufficient cash over both the short and long term to satisfy our ongoing operating cash requirements, (2) ample funds to continue to invest in our businesses, (3) additional cash flow to repay outstanding debt and (4) sufficient cash for other strategic initiatives. Also, if cash inflows are less than cash outflows, we have access to amounts under our ~~U.S.~~$325 million Revolving Credit Agreement, subject to its terms, which is described below. We may seek to finance our future cash requirements through various methods, including 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 28, 2017, we had $6.1 million of cash and cash equivalents on hand, with $72.1 million of borrowings outstanding and $204.6 million of availability under our U.S. Revolving Credit Agreement. We believe our balance sheet and anticipated future positive cash flow from operating activities provide us with sufficient cash flow to satisfy our ongoing cash requirements and ample opportunity to continue to invest in our brands and our direct to consumer initiatives.

~~Key Liquidity Measures~~

($ in thousands) October 28, 2017 January 28, 2017 October 29, 2016 January 30, 2016
Total current assets $ 234,721
$ 231,628
$ 239,784
$ 216,796
Total current liabilities, including liabilities related to discontinued operations $ 117,915
$ 131,396
$ 97,683
$ 128,899
Working capital $ 116,806
$ 100,232
$ 142,101
$ 87,897
Working capital ratio 1.99
1.76
2.45
1.68
Debt to total capital ratio 15 % 20 % 28 % 12 %

Working Capital


	October 28,		January 28,		October 29,		January 29,
($ in thousands)	2023		2023		2022		2022
Total current assets	$	291,379	$	330,463	$	299,495	$	400,335
Total current liabilities	$	212,512	$	269,639	$	230,395	$	226,166
Working capital	$	78,867	$	60,824	$	69,100	$	174,169
Working capital ratio		1.37		1.23		1.30		1.77

Our working capital ratio is calculated by dividing total current assets by total current liabilities. Current assets as of October 28, 2023, decreased from October 29, ~~2016 to October 28, 2017~~2022 primarily due to ~~a $9.1~~(1) decreased inventories of $14 million, ~~reduction~~(2) decreased

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cash and cash equivalents of $7 million and (3) decreased receivables of $2 million. These decreases were partially offset by an increase in ~~inventories.~~prepaid expenses and other current assets of $16 million. Current liabilities ~~increased by $20.2 million~~as of October 28, 2023 decreased from October 29, ~~2016 to October 28, 2017~~2022 primarily due to ~~increases in~~(1) decreased accrued incentive compensation of ~~$6.3~~$14 million and (2) decreased accounts payable of ~~$6.1 million, other accrued expenses of $4.2 million and liabilities related to discontinued operations of $3.7~~$4 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, and total capital is defined as debt plus shareholders' equity. Debt was $72.1 million at October 28, 2017 and $142.4 million at October 29, 2016, while shareholders’ equity was $407.2 million at October 28, 2017 and $369.3 million at October 29, 2016. The decrease in debt since October 29, 2016 was primarily due to $130.5 million of cash flow from operations which was partially offset by $35.6 million of capital expenditures, the payment of $18.2 million of dividends and payments related to various acquisitions of $5.1 million. Shareholders' equityincreased from October 29, 2016, primarily as a result of net earnings less dividends paid. 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). Below each table are explanations for any significant changes in the balances ~~from~~as of October 28, 2023 as compared to October 29, ~~2016 to October 28, 2017.~~

2022.

Current Assets:

~~Table of Contents~~

October 28, 2017 January 28, 2017 October 29, 2016 January 30, 2016
Cash and cash equivalents $ 6,077
$ 6,332
$ 5,351
$ 6,323
Receivables, net 73,724
58,279
68,492
59,065
Inventories, net 127,301
142,175
136,383
129,136
Prepaid expenses 27,619
24,842
29,558
22,272
Total current assets $ 234,721
$ 231,628
$ 239,784
$ 216,796


	October 28,		January 28,		October 29,		January 29,
	2023		2023		2022		2022
Cash and cash equivalents	$	7,879	$	8,826	$	14,976	$	44,859
Short-term investments		—		—		—		164,890
Receivables, net		60,101		43,986		62,230		31,588
Inventories, net		157,524		220,138		171,639		117,709
Income tax receivable		19,454		19,440		19,740		19,728
Prepaid expenses and other current assets		46,421		38,073		30,910		21,561
Total current assets	$	291,379	$	330,463	$	299,495	$	400,335

Cash and cash equivalents were $8 million as of October 28, ~~2017 and~~2023, compared to $15 million as of October 29, ~~2016 represent~~2022. The cash and cash equivalents balance as of October 28, 2023 represents 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 is generally used to repay amounts outstanding under our U.S. Revolving Credit Agreement. The ~~increase in~~cash and cash equivalents balance as of October 29, 2022 included cash balances acquired during the acquisition of Johnny Was on September 19, 2022.

The decreased receivables, net as of October 28, ~~2017~~2023, was primarily due to ~~higher~~lower wholesale trade receivables primarily resulting from lower wholesale sales in ~~Lanier Apparel~~Tommy Bahama and Lilly Pulitzer in the Third Quarter of Fiscal ~~2017.~~

2023.

Inventories, net, included a $79 million and $75 million LIFO reserve as of October 28, ~~2017 decreased from~~2023, and October 29, ~~2016 as a result of lower inventory levels~~2022, respectively. Inventories decreased in ~~Lanier Apparel, Southern Tide and Tommy Bahama partially offset by higher inventory levels in Lilly Pulitzer. The reduced inventory in Lanier Apparel was~~all operating groups primarily due to ~~the exit from and changes in certain replenishment programs resulting in lower inventory levels in the short term. Southern Tide's inventory decreased primarily due to~~continuing initiatives to reduce on-hand inventory levels and clear prior season inventory more quickly, as well as a $1 million step-up from cost to fair value at acquisition, which was included in Southern Tide's October 29, 2016 inventory balance. Tommy Bahama's inventory decreased primarily due to a focus on closely managing inventory purchases ~~as well as the sale of certain prior season~~and reducing on-hand inventory ~~through off-price wholesale channels and outlet stores.~~levels. We believe that inventory levels in ~~each~~all operating ~~group~~groups are appropriate to support anticipated sales ~~for the Fourth Quarter of Fiscal 2017.~~

~~Prepaid~~plans.

The increase in prepaid expenses and other current assets as of October 28, ~~2017 decreased from October 29, 2016 as a result of (1) lower prepaid rent~~2023 was primarily due to an increase in prepaid taxes resulting from the timing of payment of monthly rent amounts as certain November 2017 rent payments had not been paid as of October 28, 2017, but substantially all November 2016 rent payments had been made as of October 29, 2016, and (2) lower prepaid taxes based on the timing of estimated tax ~~payments and tax expense. These decreases were partially offset by increases in prepaid advertising, software licenses and other operating expenses.~~

payments.

Non-current Assets:

October 28, 2017 January 28, 2017 October 29, 2016 January 30, 2016
Property and equipment, net $ 191,038
$ 193,931
$ 195,799
$ 184,094
Intangible assets, net 175,057
175,245
185,957
143,738
Goodwill 63,443
60,015
51,053
17,223
Other non-current assets, net 24,250
24,340
22,882
20,839
Total non-current assets $ 453,788
$ 453,531
$ 455,691
$ 365,894


	October 28,		January 28,		October 29,		January 29,
	2023		2023		2022		2022
Property and equipment, net	$	188,686	$	177,584	$	173,391	$	152,447
Intangible assets, net		273,444		283,845		287,626		155,307
Goodwill		124,230		120,498		116,268		23,869
Operating lease assets		246,399		240,690		237,078		195,100
Other assets, net		38,018		35,585		26,459		30,584
Total non-current assets	$	870,777	$	858,202	$	840,822	$	557,307

Property and equipment, net as of October 28, ~~2017 decreased from October 29, 2016~~2023, increased primarily ~~as a result of~~due to the capital expenditures exceeding depreciation ~~expense in~~during the ~~twelve~~12 months ended October 28, ~~2017, partially offset by capital expenditures during the same period. The decrease in intangible~~2023.

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Intangible assets, net ~~and the increase in goodwill at~~as of October 28, ~~2017 were~~2023, decreased primarily due to the consolidated balance sheet as of October 29, 2016 including provisional amounts related to the First Quarter of Fiscal 2016 acquisition of Southern Tide, which were finalized in the Fourth Quarter of Fiscal 2016, as disclosed in Note 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for Fiscal 2016. Various smaller acquisitions in the twelve months ended October 28, 2017 resulted in additional intangible asset and goodwill amounts as well, with the increases in intangible assets from these acquisitions partially offset by amortization of intangible assets ~~during~~acquired in the ~~period.~~

~~Liabilities:~~

~~Table~~acquisition of ~~Contents~~

October 28, 2017 January 28, 2017 October 29, 2016 January 30, 2016
Total current liabilities $ 117,915
$ 131,396
$ 97,683
$ 128,899
Long-term debt 72,131
91,509
142,425
43,975
Other non-current liabilities 73,487
70,002
69,176
67,188
Deferred taxes 16,829
13,578
13,643
3,657
Non-current liabilities related to discontinued operations 972
2,544
3,279
4,571
Total liabilities $ 281,334
$ 309,029
$ 326,206
$ 248,290

~~Current liabilities~~Johnny Was. Goodwill increased due to measurement period adjustments related to the acquisition of Johnny Was and the acquisition of three former Southern Tide signature stores.

Operating lease assets as of October 28, ~~2017~~2023, increased ~~compared to October 29, 2016~~primarily due to ~~(1) a $6.3 million~~the addition of new leased locations, or the extension of existing leased locations, exceeding the recognition of amortization related to existing operating leases and the termination or reduced term of certain operating leases. The increase in accrued compensation primarily reflecting higher accrued bonus amounts in Tommy Bahama, Lanier Apparel and Corporate and Other partially offset by lower accrued bonus in Lilly Pulitzer, (2) a $6.1 million increase in accounts payable primarily reflecting higher inventory in transit amounts which had not been paidother assets, net as of October 28, ~~2017, (3) a $4.2 million~~2023, was primarily due to an increase in ~~other accrued expenses reflecting higher duties payable, gift card payables, accrued royalties, accrued advertising and other amounts and (4) a $3.7~~equity investments in unconsolidated entities including the $8 million ~~increase~~investment in ~~liabilities related to discontinued operations as all amounts recognized~~Fiscal 2022 in the ~~prior year were classified in non-current~~entity that owns the Tommy Bahama resort.

Liabilities:


	October 28,		January 28,		October 29,		January 29,
	2023		2023		2022		2022
Total current liabilities	$	212,512	$	269,639	$	230,395	$	226,166
Long-term debt		66,219		119,011		130,449		—
Non-current portion of operating lease liabilities		226,238		220,709		225,921		199,488
Other non-current liabilities		20,675		20,055		18,058		21,413
Deferred income taxes		9,399		2,981		2,455		2,911
Total liabilities	$	535,043	$	632,395	$	607,278	$	449,978

Current liabilities ~~but~~decreased as of October 28, ~~2017 certain amounts are classified as current liabilities.~~

~~The decrease~~2023 primarily due to decreases in ~~debt since October 29, 2016~~accrued incentive compensation and decreases in accounts payable, which was primarily due to ~~$130.5 million~~decreased payables associated with lower inventory in transit. The reduction in long-term debt was the result of ~~cash flow from operations which was partially offset by $35.6 million of capital expenditures, the payment of $18.2 million of dividends and payments related~~continuing initiatives to ~~various small acquisitions of $5.1 million. Other non-current liabilities~~pay down our long-term debt balance. Deferred income taxes increased as of October 28, ~~2017 compared to October 29, 2016 primarily due to increases in deferred rent liabilities, including tenant improvement allowances from landlords and deferred compensation liabilities.~~

~~The increase in deferred taxes was primarily~~2023 due to timing differences associated with depreciation and amortization recognized for tax and book purposes and the deferred tax impact of the restricted stock that vested in the First Quarter of Fiscal 2017, partially offset by a Fourth Quarter of Fiscal 2016 reduction of $2 million of the provisional deferred tax amount associated with the Southern Tide acquisition and the impact of a Fourth Quarter of Fiscal 2016 increase in lease obligations related to ~~our discontinued operations.~~

~~The decrease in non-current liabilities~~property and equipment and lease related to discontinued operations was primarily a result of the reclassification of certain amounts to current liabilities related to discontinued operations, partially offset by an increase in total liabilities related to discontinued operations recognized in the Fourth Quarter of Fiscal 2016. The aggregate amount included in current and non-current liabilities related to discontinued operations represents our best estimate of the aggregate future net loss anticipated with respect to certain retained lease obligations; however, the ultimate loss to be recognized remains uncertain as the amount of any sub-lease income or negotiated lease termination amounts are dependent upon a variety of factors including market rental amounts and other factors.

liabilities.

Statement of Cash Flows

The following table sets forth the net cash flows ~~including continuing and discontinued operations,~~ for the First Nine Months of Fiscal ~~2017~~2023 and the First Nine Months of Fiscal ~~2016~~2022 (in thousands):

First Nine Months Fiscal 2017 First Nine Months Fiscal 2016
Cash provided by operating activities $ 65,278
$ 53,307
Cash used in investing activities (31,412 ) (137,133 )
Cash (used in) provided by financing activities (34,154 ) 82,555
Net change in cash and cash equivalents $ (288 ) $ (1,271 )

~~Cash and cash equivalents on hand were $6.1 million and $5.4 million at October 28, 2017 and October 29, 2016, respectively.~~


	First Nine Months
	Fiscal 2023		Fiscal 2022
Cash provided by operating activities	$	169,398	$	86,255
Cash used in investing activities		(55,724)		(129,700)
Cash used in (provided by) financing activities		(114,416)		13,160
Net change in cash and cash equivalents	$	(742)	$	(30,285)

Changes in cash flows in the First Nine Months of Fiscal ~~2017~~2023 and the First Nine Months of Fiscal ~~2016~~2022 related to operating activities, investing activities and financing activities are discussed below.

Operating Activities:

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In the First Nine Months of Fiscal ~~2017~~2023 and the First Nine Months of Fiscal ~~2016,~~2022, operating activities provided ~~$65.3~~$169 million and ~~$53.3~~$86 million of cash, respectively. The cash flow from operating activities ~~was~~for each period primarily ~~the result~~consisted of net earnings for the relevant period adjusted, as applicable, for non-cash activities including depreciation, amortization ~~and~~of intangible assets, equity-based compensation, gain on sale of assets, and other non-cash items as well as the net impact of changes in deferred income taxes and ~~our working capital accounts. In both the First Nine Months of Fiscal 2017~~operating assets and First Nine Months of Fiscal 2016, working capital account changes had an unfavorable impact on cash flow from operations with the First Nine Months of Fiscal 2017 not as unfavorably impacted as the First Nine Months of Fiscal 2016. liabilities.

In the First Nine Months of Fiscal ~~2017~~2023, the net change in operating assets and ~~First Nine Months of Fiscal 2016, the more significant changes~~liabilities was primarily due to a decrease in ~~working capital accounts were decreases in current liabilities, increases in receivables and increases in prepaid expenses, each of which decreased~~inventories that increased cash flow from operations, partially offset by ~~decreases~~a decrease in ~~inventories, which increased~~current liabilities and an increase in receivables that decreased cash flow from operations.

~~Investing Activities:~~

~~During the First Nine Months of Fiscal 2017, investing activities used $31.4 million of cash, while in the First Nine Months of Fiscal 2016, investing activities used $137.1 million of cash.~~ In the First Nine Months of Fiscal ~~2017, we paid $26.4~~2022, the net change in operating assets and liabilities was primarily due to an increase in inventories and receivables and a decrease in current liabilities that decreased cash flow from operations.

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Investing Activities:

In the First Nine Months of Fiscal 2023 and the First Nine Months of Fiscal 2022, investing activities used $56 million ~~for~~and $130 million of cash, respectively. On an ongoing basis, our cash flow used in investing activities primarily consists of our capital expenditures, ~~compared to $40.1~~which totaled $54 million and $32 million in the First Nine Months of Fiscal ~~2016.~~2023 and the First Nine Months of Fiscal 2022, respectively. In addition to our capital expenditures in the First Nine Months of Fiscal 2023, we paid $3 million in the aggregate for a working capital settlement associated with the acquisition of Johnny Was and the acquisition of three former Southern Tide Signature Stores. We also received $2 million from the sale of the Merida manufacturing facility in Mexico. During the First Nine Months of Fiscal ~~2017,~~2022, we paid ~~$5.1~~$264 million for ~~acquisitions, which were related to~~ the September 19, 2022 acquisition of ~~certain Lilly Pulitzer Signature Stores as well as working~~Johnny Was and also converted $165 million of short-term investments into cash to fund a portion of the acquisition.

On an ongoing basis, our cash flow used in investing activities is expected to primarily consist of our capital ~~settlements related~~expenditure investments in (1) direct to ~~certain Fiscal 2016 acquisitions. During~~consumer operations, including opening, relocating and remodeling locations, (2) facilities enhancements for distribution centers and offices and (3) information technology initiatives, including e-commerce capabilities.

Financing Activities:

In the First Nine Months of Fiscal ~~2016, we paid $95.0 million for acquisitions, consisting of the acquisition of the operations~~2023 and ~~assets of Southern Tide and the Duck Head trademark, and $2.0 million for the final working capital settlement associated with our Ben Sherman discontinued operations.~~

~~Financing Activities:~~

~~During~~ the First Nine Months of Fiscal ~~2017,~~2022, financing activities used ~~$34.2~~$114 million and provided $13 million of cash, ~~while~~respectively. In the First Nine Months of Fiscal 2023, we repurchased $30 million of shares, including repurchased shares of our stock pursuant to an open market stock repurchase program and equity awards in respect of employee tax withholding liabilities; paid $31 million of dividends; and paid $2 million in deferred financing costs associated with the amendment of the Revolving Credit Agreement. In the First Nine Months of Fiscal 2022, we repurchased $90 million of shares, including repurchased shares of our stock pursuant to an open market stock repurchase program and of equity awards in respect of employee tax withholding liabilities; paid $27 million of dividends; and paid $2 million of contingent consideration for the final contingent consideration payment related to the TBBC acquisition.

If net cash requirements are less than our net cash flows, we may repay amounts outstanding on our Revolving Credit Agreement, if any, consistent with our net repayment of $53 million of long-term debt in the First Nine Months of Fiscal ~~2016,~~2023. Alternatively, to the extent we are in a net debt position, and our net cash requirements exceed our net cash flows, we may borrow amounts from our Revolving Credit Agreement.

Liquidity and Capital Resources

Our capital needs depend on many factors including the results of our operations and cash flows, future growth rates, the need to finance inventory and the success of our various products. To the extent cash flow needs in the future exceed cash flow provided by our operations, we will have access, subject to its terms, to our Revolving Credit Agreement to provide funding for operating activities, capital expenditures and acquisitions, if any, and any other investing or financing ~~activities provided $82.6~~activities.

Our cash and debt, as well as availability, levels in future periods will not be comparable to historical amounts, particularly after the completion of the acquisition of Johnny Was in September 2022. We anticipate our debt will be further reduced during the Fourth Quarter of Fiscal 2023 following the reduction of long-term debt by $53 million ~~of cash. In~~in the First Nine Months of Fiscal ~~2017,~~2023. Further, we ~~decreased debt as our cash flow from operations exceeded~~continue to assess, and may possibly make changes to, our capital ~~expenditures, payment~~structure, which we may achieve by borrowing from additional credit facilities, selling debt or equity securities or repurchasing

Table of ~~dividends and amounts paid related to certain acquisitions. During~~Contents

additional shares of our stock in the ~~First Nine Months of Fiscal 2016, we increased debt primarily for the purpose of funding our Fiscal 2016 acquisitions, funding~~future. Changes in our capital expenditures and payment of dividends, which in the aggregate exceeded our cash flow from operations. During the First Nine Months of Fiscal 2017 and the First Nine Months of Fiscal 2016, we paid $13.6 million of dividends.

We anticipate that cash flow provided by or used in financing activities in the future will be dependent upon whether our cash flow from operating activities exceeds our capital expenditures, dividend payments, acquisitions and any other investing or financing activities. Generally, we anticipate that excess cash,structure, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be ~~used to repay debt on our U.S.~~material.

$325 Million Revolving Credit ~~Agreement.~~

~~Liquidity and Capital Resources~~

~~We had $72.1 million outstanding as~~Agreement

On March 6, 2023, we amended the Revolving Credit Agreement to, among other things, mature in March 2028. As of October 28, ~~2017~~2023, we had borrowings of $66 million, issued standby letters of credit of $6 million, and availability of $253 million under ~~our $325 million Fourth Amended and Restated~~the Revolving Credit Agreement.

Pursuant to the Revolving Credit Agreement, ~~("U.S.~~the interest rate applicable to our borrowings under the Revolving Credit ~~Agreement") compared~~Agreement are based on either the Term Secured Overnight Financing Rate plus an applicable margin of 135 to ~~$142.4 million~~185 basis points or prime plus an applicable margin of ~~borrowings outstanding as of October 29, 2016.~~ 25 to 75 basis points.

The ~~U.S.~~ Revolving Credit Agreement generally (1) is limited to a borrowing base consisting of specified percentages of eligible categories of assets, (2) accrues variable-rate interest (weighted average ~~borrowing~~interest rate of ~~2.7%~~7% as of October 28, ~~2017)~~2023), unused line fees and letter of credit fees based upon average utilization or unused availability, ~~or utilization,~~as applicable, (3) requires periodic interest payments with principal due at maturity ~~(May 2021)~~ and (4) is secured by a first priority security interest in substantially all of 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.

To the extent cash flow needs exceed cash flow provided by our operations, we will have access, subject to its terms, to our U.S. Revolving Credit Agreement to provide funding for operating activities, capital expenditures and acquisitions, if any. Our U.S. Revolving Credit Agreement is also used to establish collateral for certain insurance programs and leases and to finance trade letters of credit for product purchases, which reduce the amounts available under our line of credit when issued. As of October 28, 2017, $4.6 million of letters of credit were outstanding against our U.S. Revolving Credit Agreement. After considering these limitations and the amount of eligible assets in our borrowing base, as applicable, as of October 28, 2017, we had $204.6 million in unused availability under the U.S. Revolving Credit Agreement, subject to certain limitations on borrowings.

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~~Covenants and Other Restrictions:~~

The ~~U.S.~~ Revolving Credit Agreement is subject to ~~a number of~~several affirmative covenants regarding the delivery of financial information, compliance with law, maintenance of property, insurance requirements and conduct of business. Also, the ~~U.S.~~ Revolving Credit Agreement is subject to certain negative covenants or other restrictions including, among other things, limitations on our ability to (1) incur debt, (2) guaranty certain obligations, (3) incur liens, (4) pay dividends to shareholders, (5) repurchase shares of our common stock, (6) make investments, (7) sell assets or stock of subsidiaries, (8) acquire assets or businesses, (9) merge or consolidate with other companies or (10) prepay, retire, repurchase or redeem debt.

Additionally, the ~~U.S.~~ Revolving Credit Agreement contains a financial covenant that applies only if excess availability under the agreement for three consecutive business days is less than the greater of ~~(i)~~(1) $23.5 million or ~~(ii)~~(2) 10% of availability. In such a 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 excess availability under the ~~U.S.~~ Revolving Credit Agreement of more than the greater of ~~(i)~~(1) $23.5 million or ~~(ii)~~(2) 10% of availability for 30 consecutive days.

We believe that the affirmative covenants, negative covenants, financial covenants and other restrictions under the ~~U.S.~~ Revolving Credit Agreement are customary for those included in similar facilities entered into at the time we ~~entered into~~amended the ~~U.S.~~ Revolving Credit Agreement. During ~~the Third Quarter of~~ Fiscal ~~2017~~2023 and as of October 28, ~~2017,~~2023, no financial covenant testing was required pursuant to our ~~U.S.~~ Revolving Credit Agreement or the Prior Credit Agreement, as applicable, as the minimum availability threshold was met at all times. As of October 28, ~~2017,~~2023, we were compliant with all applicable covenants related to the ~~U.S.~~ Revolving Credit Agreement.

~~Other Liquidity Items:~~

~~We anticipate that we will be able~~

Operating Lease Commitments:

Refer to ~~satisfy~~Note 4 in our ~~ongoing~~unaudited condensed consolidated financial statements included in this report for additional information about our operating lease commitments as of October 28, 2023.

Dividends:

On December 4, 2023, our Board of Directors approved a cash ~~requirements, which generally consist~~dividend of ~~working capital and other operating activity needs, capital expenditures, interest payments~~$0.65 per share payable on our debt and dividends, if any, primarily from positive cash flow from operations supplemented by borrowings under our U.S. Revolving Credit Agreement. Our need for working capital is typically seasonal with the greatest requirements generally in the fall and springFebruary 2, 2024 to shareholders 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~~record as of the ~~U.S. Revolving Credit Agreement or as otherwise deemed appropriate,~~close of business on January 19, 2024. Although we will be able to refinance the facility 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

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quarter since we became a public company in July ~~1960. However,~~1960, we may discontinue or modify dividend payments at any time if we determine that other uses of our capital, including payment of outstanding debt, funding of acquisitions, funding of capital expenditures or repurchases of outstanding shares, 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 ~~U.S. Revolving Credit Agreement,~~credit facility, other debt instruments or applicable law limit our ability to pay dividends. We may borrow to fund dividends or repurchase shares in the short term ~~based on our expectation of operating cash flows in future periods~~ subject to the terms and conditions of ~~the U.S. Revolving Credit Agreement,~~our credit facility, other debt instruments and applicable law. All cash flow from operations will not be paid out as ~~dividends~~dividends.

Capital Expenditures:

Our anticipated capital expenditures for Fiscal 2023, including the $54 million incurred in ~~all periods. For details~~the First Nine Months of Fiscal 2023, are expected to be approximately $80 million, as compared to $47 million for Fiscal 2022. The planned increase in capital expenditures includes spend associated with new brick and mortar locations and relocations and remodels of existing locations resulting in a year-over-year net increase of full price stores of approximately 25 by the end of Fiscal 2023. The spend associated with these brick and mortar locations represents about ~~limitations on our ability to pay dividends, see the discussion~~one-half of the ~~U.S. Revolving Credit Agreement above.~~

planned capital expenditure amount for 2023. Additionally, we will continue with our investments in our various technology systems initiatives, including e-commerce and omnichannel capabilities, data management and analytics, customer data and insights, cybersecurity, automation including artificial intelligence and infrastructure. Finally, we anticipate spend associated with a multi-year Southeastern United States distribution center enhancement project to ensure best-in-class direct-to-consumer throughput capabilities for our brands.

Other Liquidity Items:

Our contractual obligations as of October 28, ~~2017~~2023 except for the decreased debt outstanding, as discussed above, have not changed materially from the contractual obligations outstanding at January 28, ~~2017,~~2023, as disclosed in our ~~Annual Report on~~Fiscal 2022 Form ~~10-K for Fiscal 2016 filed with the SEC, other than changes in amounts outstanding under our U.S. Revolving Credit Agreement, as discussed above.~~

Our anticipated capital expenditures for Fiscal 2017, including the $26.4 million incurred in the First Nine Months of Fiscal 2017, are expected to be approximately $40 million compared to $49.4 million in Fiscal 2016. These expenditures are expected to consist primarily of costs associated with information technology initiatives, including e-commerce capabilities, opening, relocating or remodeling retail stores and restaurants and facility enhancements. Our capital expenditure amounts in future years may increase or decrease from the amounts incurred in prior years or the amount expected for Fiscal 2017 depending on the information technology initiatives, retail store and restaurant openings, relocations and remodels and other infrastructure requirements to support future expansion of our businesses.

~~Off Balance Sheet Arrangements~~

10-K. 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.

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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 in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of GAAP requires us to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. ~~On an ongoing basis, we evaluate our estimates, including those discussed below.~~ We base our estimates on historical experience, current trends and various other assumptions that we believe are 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 it is possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. We believe that we have appropriately applied our critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to the critical accounting policies, our consolidated statements of operations could be materially 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~~Fiscal 2022 Form ~~10-K for Fiscal 2016.~~10-K. There have not been any significant changes to ~~the application of~~ our critical accounting policies and estimates during the First Nine Months of Fiscal ~~2017. Additionally, a~~2023. A detailed summary of significant accounting policies is included in Note 1 to our consolidated financial statements contained in our ~~Annual Report on~~Fiscal 2022 Form ~~10-K for Fiscal 2016.~~ 10-K.

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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~~As a result, our quarterly operating results and working capital requirements fluctuate significantly from quarter to quarter. Typically, the ~~impact of seasonality on each~~demand for products for our larger brands is higher in the spring, summer and holiday seasons and lower in the fall season (the third quarter of our ~~operating groups, see~~fiscal year). Thus, our third quarter historically has had the ~~business discussion for each operating group discussed in Part I, Item 1, Business in our Annual Report on Form 10-K for Fiscal 2016. As~~lowest net sales and net earnings compared to other quarters. Further, the ~~timing~~impact of certain unusual or non-recurring items, economic conditions, our e-commerce flash clearance sales, wholesale product shipments, weather, acquisitions or other factors affecting ~~the business~~our operations may vary from one year to the ~~next,~~next. Therefore, due to the potential impact of these items, we do not believe that net sales or operating income ~~for any particular quarter or~~in the ~~distribution~~First Nine Months of ~~net sales and operating income for~~ Fiscal ~~2016 are necessarily~~2023 is indicative of ~~anticipated results for~~ the ~~full fiscal year or~~ expected distribution in future years. Our third quarter has historically been our smallest net sales and operating income quarter, and that result is expected to continue in the future as our direct to consumer businesses are more heavily weighted towards Spring, Summer and Holiday and as we continue to manage our wholesale businesses. The following table presents our percentageproportion of ~~net sales and operating income from continuing operations~~amounts by quarter for ~~Fiscal 2016:~~

First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Net sales 25 % 28 % 22 % 25 %
Operating income (loss) 36 % 43 % — % 21 %

future periods.

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~~Fiscal 2022 Form ~~10-K for Fiscal 2016.~~10-K. There have not been any ~~significant~~material changes in our exposure to these risks during the First Nine Months of Fiscal ~~2017.~~

2023 other than our decreased exposure to interest rates resulting from our decreased borrowings relative to January 28, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our company, under the supervision and with the participation of our management, including our principal executive officer and 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 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

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~~communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.~~

effective.

Changes in Internal Control over Financial Reporting

There ~~have not been any~~were no changes in our internal ~~control~~controls over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act during the Third Quarter of Fiscal ~~2017~~2023 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

From time to time, we are a party to litigation and regulatory actions arising in the ordinary course of business. These actions may relate to trademark and other intellectual property, employee relations matters, real estate, licensing arrangements, ~~real estate,~~ importing or exporting regulations, product safety requirements, taxation ~~employee relation matters~~ or other topics. We are not currently a party to any litigation or regulatory action or aware of any proceedings contemplated by governmental authorities that we believe could reasonably be expected to have a material impact on our financial position, results of operations or cash flows. However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of additional factors not presently known or determinations by judges, juries, or others which are not consistent with our evaluation of the possible liability or outcome of such litigation or claims.

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~~Fiscal 2022 Form 10-K, ~~for Fiscal 2016,~~ which could materially affect our business, financial condition or operating results. We operate in a competitive and rapidly changing business environment and additional risks and uncertainties that

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we currently consider immaterial or not presently known to us ~~or that we currently consider immaterial~~ may also adversely affect our business. The risks described in our ~~Annual Report on~~Fiscal 2022 Form 10-K ~~for Fiscal 2016~~ are not the only risks facing our company.

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

(a)	During the Third Quarter of Fiscal 2023, we did not make any unregistered sales of equity securities.

(c)	During the Third Quarter of Fiscal 2023, we repurchased the following shares of our common stock:

~~(a)~~


				Total Number of	Dollar Value
				Shares	(000s) of Shares
		Average		Purchased as	That May Yet be
	Total Number	Price		Part of Publicly	Purchased Under
	of Shares	Paid per		Announced Plans	the Plans or
Fiscal Month	Purchased	Share		or Programs	Programs
August (7/30/23 - 8/26/23)	9,905	$	106.84	9,905	$ 30,000
September (8/27/23 - 9/30/23)	-	$	-	-	$ 30,000
October (10/1/23 - 10/28/23)	-	$	-	-	$ 30,000
Total	9,905	$	106.84	9,905	$ 30,000

On December 7, 2021, our Board of Directors authorized us to spend up to $150 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.

Pursuant to the Board of Directors’ authorization, we entered into a $20 million open market stock repurchase program (Rule 10b5-1 plan) to acquire shares of our stock. During the Second Quarter of Fiscal 2023 and the Third Quarter of Fiscal ~~2017,~~2023, we ~~did not make any unregistered sales~~repurchased 186,000 and 10,000 shares, respectively, of our ~~equity securities.~~

~~(c)~~Wecommon stock for $19 million and $1 million, respectively. After considering the repurchases during the Third Quarter of Fiscal 2023, there was no amount remaining under the open market repurchase program and $30 million remaining under the Board of Directors’ authorization as of October 28, 2023.

Also, we have certain stock incentive plans as described in Note 78 to our consolidated financial statements included in our ~~Annual Report on~~Fiscal 2022 Form 10-K, ~~for Fiscal 2016,~~ all of which are publicly announced plans. Under the plans, we can repurchase shares from employees to cover employee tax liabilities related to the vesting of shares of our stock. ~~During~~We repurchased $10 million of shares from employees during the Second Quarter of Fiscal 2023, with no such repurchases of shares from employees in the Third Quarter of Fiscal ~~2017, no shares were repurchased pursuant to these plans.~~

In March 2017, 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 28, 2017, no shares of our stock had been repurchased pursuant to this authorization.

2023.

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES~~

~~None~~

~~ITEM 4. MINE SAFETY DISCLOSURES~~

~~None~~

ITEM 5. OTHER INFORMATION

During the Third Quarter of Fiscal 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

~~None~~

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ITEM 6. EXHIBITS

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3.1
~~3.1~~		Restated Articles of Incorporation of Oxford Industries, Inc. (filed as Exhibit 3.1 to the ~~Company's~~Company’s Form 10-Q for the fiscal quarter ended July 29, 2017)
3.2		Bylaws of Oxford Industries, Inc., as ~~amended.~~amended (filed as Exhibit 3.2 to the ~~Company's~~Company’s Form ~~10-Q for the fiscal quarter ended July 29, 2017)~~ 8-K filed on August 18, 2020)
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		XRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL Instance Document*tags are embedded within the Inline XBRL 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*
104		Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 7, 2023
~~December 6, 2017~~	OXFORD INDUSTRIES, INC.
	~~(Registrant)~~
	(Registrant)

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



	First Nine Months Fiscal 2017			First Nine Months Fiscal 2016
Cash Flows From Operating Activities:
Net earnings	$	40,958		$	42,455
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation	29,779			29,070
Amortization of intangible assets	1,733			1,744
Equity compensation expense	4,616			5,332
Amortization of deferred financing costs	317			586
Deferred income taxes	3,376			6,008
Changes in working capital, net of acquisitions and dispositions:
Receivables, net	(17,227		)	(2,204		)
Inventories, net	17,017			10,118
Prepaid expenses	(2,713		)	(6,510		)
Current liabilities	(14,217		)	(33,229		)
Other non-current assets, net	(241		)	(717		)
Other non-current liabilities	1,880			654
Cash provided by operating activities	$	65,278		$	53,307
Cash Flows From Investing Activities:
Acquisitions, net of cash acquired	(5,055		)	(94,960		)
Purchases of property and equipment	(26,357		)	(40,144		)
Other investing activities	—			(2,029		)
Cash used in investing activities	$	(31,412	)	$	(137,133	)
Cash Flows From Financing Activities:
Repayment of revolving credit arrangements	(199,765		)	(339,560		)
Proceeds from revolving credit arrangements	180,387			438,010
Deferred financing costs paid	—			(1,430		)
Proceeds from issuance of common stock	1,071			993
Repurchase of equity awards for employee tax withholding liabilities	(2,206		)	(1,868		)
Cash dividends declared and paid	(13,641		)	(13,590		)
Cash (used in) provided by financing activities	$	(34,154	)	$	82,555
Net change in cash and cash equivalents	$	(288	)	$	(1,271	)
Effect of foreign currency translation on cash and cash equivalents	33			299
Cash and cash equivalents at the beginning of year	6,332			6,323
Cash and cash equivalents at the end of the period	$	6,077		$	5,351
Supplemental disclosure of cash flow information:
Cash paid for interest, net	$	2,098		$	2,067
Cash paid for income taxes	$	19,536		$	26,103


	First Nine Months
	Fiscal 2023		Fiscal 2022
Cash Flows From Operating Activities:
Net earnings	$	120,773	$	133,686
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation		35,476		31,126
Amortization of intangible assets		11,003		2,322
Equity compensation expense		11,034		7,796
Gain on sale of assets		(1,756)		—
Amortization and write-off of deferred financing costs		465		258
Deferred income taxes		6,448		(456)
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Receivables, net		(11,651)		(21,230)
Inventories, net		61,598		(31,332)
Income tax receivable		(14)		(12)
Prepaid expenses and other current assets		(8,337)		(5,644)
Current liabilities		(54,468)		(23,271)
Other balance sheet changes		(1,173)		(6,988)
Cash provided by operating activities	$	169,398	$	86,255
Cash Flows From Investing Activities:
Acquisitions, net of cash acquired		(3,320)		(263,656)
Purchases of property and equipment		(54,496)		(32,331)
Purchases of short-term investments		—		(70,000)
Proceeds from short-term investments		—		234,837
Proceeds from the sale of property, plant and equipment		2,125		—
Other investing activities		(33)		1,450
Cash used in investing activities	$	(55,724)	$	(129,700)
Cash Flows From Financing Activities:
Repayment of revolving credit arrangements		(369,159)		(45,262)
Proceeds from revolving credit arrangements		316,368		175,711
Deferred financing costs paid		(1,661)		—
Repurchase of common stock		(20,045)		(86,804)
Proceeds from issuance of common stock		1,509		1,263
Repurchase of equity awards for employee tax withholding liabilities		(9,941)		(3,166)
Cash dividends paid		(31,487)		(26,572)
Other financing activities		—		(2,010)
Cash used in (provided by) financing activities	$	(114,416)	$	13,160
Net change in cash and cash equivalents	$	(742)	$	(30,285)
Effect of foreign currency translation on cash and cash equivalents		(205)		402
Cash and cash equivalents at the beginning of year		8,826		44,859
Cash and cash equivalents at the end of period	$	7,879	$	14,976



	October 28, 2017			January 28, 2017			October 29, 2016
ASSETS
Current Assets
Cash and cash equivalents	$	6,077		$	6,332		$	5,351
Receivables, net	73,724			58,279			68,492
Inventories, net	127,301			142,175			136,383
Prepaid expenses	27,619			24,842			29,558
Total Current Assets	$	234,721		$	231,628		$	239,784
Property and equipment, net	191,038			193,931			195,799
Intangible assets, net	175,057			175,245			185,957
Goodwill	63,443			60,015			51,053
Other non-current assets, net	24,250			24,340			22,882
Total Assets	$	688,509		$	685,159		$	695,475

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	59,230		$	76,825		$	53,144
Accrued compensation	24,434			19,711			18,181
Other accrued expenses and liabilities	30,542			32,000			26,358
Liabilities related to discontinued operations	3,709			2,860			—
Total Current Liabilities	$	117,915		$	131,396		$	97,683
Long-term debt	72,131			91,509			142,425
Other non-current liabilities	73,487			70,002			69,176
Deferred taxes	16,829			13,578			13,643
Liabilities related to discontinued operations	972			2,544			3,279
Commitments and contingencies
Shareholders’ Equity
Common stock, $1.00 par value per share	16,833			16,769			16,773
Additional paid-in capital	134,561			131,144			129,762
Retained earnings	260,809			233,493			228,016
Accumulated other comprehensive loss	(5,028		)	(5,276		)	(5,282		)
Total Shareholders’ Equity	$	407,175		$	376,130		$	369,269
Total Liabilities and Shareholders’ Equity	$	688,509		$	685,159		$	695,475



	Third Quarter Fiscal 2017			Third Quarter Fiscal 2016			First Nine Months Fiscal 2017		First Nine Months Fiscal 2016
Net sales	$	235,960		$	222,308		$	793,032	$	761,539
Cost of goods sold	110,784			104,254			342,477		327,225
Gross profit	$	125,176		$	118,054		$	450,555	$	434,314
SG&A	127,091			121,442			393,193		374,379
Royalties and other operating income	3,039			3,061			10,123		10,433
Operating income (loss)	$	1,124		$	(327	)	$	67,485	$	70,368
Interest expense, net	683			716			2,355		2,505
Earnings (loss) from continuing operations before income taxes	$	441		$	(1,043	)	$	65,130	$	67,863
Income taxes	(631		)	555			24,172		25,408
Net earnings (loss) from continuing operations	$	1,072		$	(1,598	)	$	40,958	$	42,455
Earnings from discontinued operations, net of taxes	—			—			—		—
Net earnings (loss)	$	1,072		$	(1,598	)	$	40,958	$	42,455
Net earnings (loss) from continuing operations per share:
Basic	$	0.06		$	(0.10	)	$	2.47	$	2.57
Diluted	$	0.06		$	(0.10	)	$	2.45	$	2.55
Earnings from discontinued operations, net of taxes, per share:
Basic	$	—		$	—		$	—	$	—
Diluted	$	—		$	—		$	—	$	—
Net earnings (loss) per share:
Basic	$	0.06		$	(0.10	)	$	2.47	$	2.57
Diluted	$	0.06		$	(0.10	)	$	2.45	$	2.55
Weighted average shares outstanding:
Basic	16,618			16,531			16,591		16,516
Diluted	16,735			16,531			16,710		16,635
Dividends declared per share	$	0.27		$	0.27		$	0.81	$	0.81



	Third Quarter Fiscal 2017					Third Quarter Fiscal 2016					$ Change			% Change
Net sales	$	235,960		100.0	%	$	222,308		100.0	%	$	13,652		6.1	%
Cost of goods sold	110,784			47.0	%	104,254			46.9	%	6,530			6.3	%
Gross profit	$	125,176		53.0	%	$	118,054		53.1	%	$	7,122		6.0	%
SG&A	127,091			53.9	%	121,442			54.6	%	5,649			4.7	%
Royalties and other operating income	3,039			1.3	%	3,061			1.4	%	(22		)	(0.7	)%
Operating income (loss)	$	1,124		0.5	%	$	(327	)	(0.1	)%	$	1,451		NM
Interest expense, net	683			0.3	%	716			0.3	%	(33		)	(4.6	)%
Earnings (loss) from continuing operations before income taxes	$	441		0.2	%	$	(1,043	)	(0.5	)%	$	1,484		NM
Income taxes	(631		)	(0.3	)%	555			0.2	%	(1,186		)	NM
Net earnings (loss) from continuing operations	$	1,072		0.5	%	$	(1,598	)	(0.7	)%	$	2,670		NM
Earnings from discontinued operations, net of taxes	—			—	%	—			—	%	—			—	%
Net earnings (loss)	$	1,072		0.5	%	$	(1,598	)	(0.7	)%	$	2,670		NM



	Third Quarter Fiscal 2017		Third Quarter Fiscal 2016
Full-price retail stores and outlets	33	%	33	%
E-commerce	20	%	20	%
Restaurant	7	%	7	%
Wholesale	40	%	40	%
Total	100	%	100	%



	Third Quarter Fiscal 2017		Third Quarter Fiscal 2016
Full-price retail stores	35	%	32	%
E-commerce	53	%	50	%
Wholesale	12	%	18	%
Total	100	%	100	%



	First Nine Months Fiscal 2017		First Nine Months Fiscal 2016
Net earnings from continuing operations	$	40,958	$	42,455
Net earnings from continuing operations per diluted share	$	2.45	$	2.55
Weighted average shares outstanding - diluted	16,710		16,635



($ in thousands)	October 28, 2017			January 28, 2017			October 29, 2016			January 30, 2016
Total current assets	$	234,721		$	231,628		$	239,784		$	216,796
Total current liabilities, including liabilities related to discontinued operations	$	117,915		$	131,396		$	97,683		$	128,899
Working capital	$	116,806		$	100,232		$	142,101		$	87,897
Working capital ratio	1.99			1.76			2.45			1.68
Debt to total capital ratio	15		%	20		%	28		%	12		%



	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Net sales	25	%	28	%	22	%	25	%
Operating income (loss)	36	%	43	%	—	%	21	%