UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

	For the quarterly period ended ~~July 29,~~October 28, 2023

	or

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

	For the transition period from to

Commission File Number: 1-4365

OXFORD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


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

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

(Address of principal executive offices) (Zip Code)

(404) 659-2424

(Registrant’s telephone number, including area code)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ 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 ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth 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 ☒

As of ~~August 28,~~December 1, 2023, there were ~~15,620,354~~15,625,096 shares of the registrant’s common stock outstanding.

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OXFORD INDUSTRIES, INC.

INDEX TO FORM 10-Q

For the ~~Second~~Third Quarter of Fiscal 2023


	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)	5
Condensed Consolidated Statements of Operations (Unaudited)	6
Condensed Consolidated Statements of Comprehensive Income (Unaudited)	7
Condensed Consolidated Statements of Cash Flows (Unaudited)	8
Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
Item 3. Quantitative and Qualitative Disclosures About Market Risk	43
Item 4. Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	43
Item 1A. Risk Factors	43
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4344
Item 5. Other Information	44
Item 6. Exhibits	45
SIGNATURES	45

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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Our SEC filings and public announcements may include forward-looking statements about future events. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all forward-looking statements contained herein, in our press releases or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Such statements are subject to a number of risks, uncertainties and assumptions including, without limitation, demand for our products, which may be impacted by ~~competitive conditions and/or evolving consumer shopping patterns;~~ macroeconomic factors that may impact consumer discretionary spending and pricing levels for apparel and related products, 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;~~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 ability to integrate key functions, recognize anticipated synergies and minimize related disruptions or distractions to our business as a result of 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, 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 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;~~data and maintain continuity of our information technology systems; the effectiveness of our advertising initiatives in defining, launching and communicating brand-relevant customer experiences; the level of our indebtedness, including the risks associated with heightened interest rates on the debt and 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 potential imposition of additional duties; the timing of shipments requested by our wholesale customers; fluctuations and volatility in global financial and/or real estate markets; the timing and cost of retail store and food and beverage location openings and remodels, technology implementations and other capital expenditures, including the timing, cost and successful implementation of 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; factors that could affect our consolidated effective tax rate; the risk of impairment to goodwill and other intangible assets; and geopolitical risks, including those related to the ongoing war ~~between Russia~~in Ukraine and ~~Ukraine.~~the Israel-Hamas war. Forward-looking statements reflect our expectations at the time such 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. Item 1A. Risk Factors contained in our Fiscal 2022 Form 10-K, 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.

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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 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 “Fiscal 2022 Form 10-K” means our Annual Report on Form 10-K for Fiscal 2022. Additionally, the terms listed below reflect the respective period noted:


Fiscal 2024		52 weeks ending February 1, 2025
Fiscal 2023		53 weeks ending February 3, 2024
Fiscal 2022		52 weeks ended January 28, 2023
Fiscal 2021		52 weeks ended January 29, 2022
Fourth Quarter Fiscal 2023		14 weeks ending February 3, 2024
Third Quarter Fiscal 2023		13 weeks ~~ending~~ended October 28, 2023
Second Quarter Fiscal 2023		13 weeks ended July 29, 2023
First Quarter Fiscal 2023		13 weeks ended April 29, 2023
Fourth Quarter Fiscal 2022		13 weeks ended January 28, 2023
Third Quarter Fiscal 2022		13 weeks ended October 29, 2022
Second Quarter Fiscal 2022		13 weeks ended July 30, 2022
First Quarter Fiscal 2022		13 weeks ended April 30, 2022
First ~~Half~~Nine Months Fiscal 2023		2639 weeks ended ~~July 29,~~October 28, 2023
First ~~Half~~Nine Months Fiscal 2022		2639 weeks ended ~~July 30,~~October 29, 2022
~~Second Half Fiscal 2023~~		~~27 weeks ending February 3, 2024~~
~~Second Half Fiscal 2022~~		~~26 weeks ended January 28, 2023~~

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par amounts)

(unaudited)


	July 29,		January 28,		July 30,		October 28,		January 28,		October 29,
	2023		2023		2022		2023		2023		2022
ASSETS
Current Assets
Cash and cash equivalents	$	7,790	$	8,826	$	31,269	$	7,879	$	8,826	$	14,976
Short-term investments		—		—		154,754		—		—		—
Receivables, net		55,583		43,986		48,691		60,101		43,986		62,230
Inventories, net		161,866		220,138		135,483		157,524		220,138		171,639
Income tax receivable		19,401		19,440		19,743		19,454		19,440		19,740
Prepaid expenses and other current assets		37,740		38,073		31,308		46,421		38,073		30,910
Total Current Assets	$	282,380	$	330,463	$	421,248	$	291,379	$	330,463	$	299,495
Property and equipment, net		188,004		177,584		150,887		188,686		177,584		173,391
Intangible assets, net		277,114		283,845		154,853		273,444		283,845		287,626
Goodwill		123,079		120,498		23,861		124,230		120,498		116,268
Operating lease assets		241,452		240,690		179,217		246,399		240,690		237,078
Other assets, net		37,829		35,585		27,136		38,018		35,585		26,459
Total Assets	$	1,149,858	$	1,188,665	$	957,202	$	1,162,156	$	1,188,665	$	1,140,317
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	76,216	$	94,611	$	76,974	$	68,565	$	94,611	$	72,932
Accrued compensation		20,481		35,022		28,779		20,219		35,022		36,150
Current portion of operating lease liabilities		67,676		73,865		53,119		65,224		73,865		62,349
Accrued expenses and other liabilities		68,188		66,141		63,768		58,504		66,141		58,964
Total Current Liabilities	$	232,561	$	269,639	$	222,640	$	212,512	$	269,639	$	230,395
Long-term debt		48,472		119,011		—		66,219		119,011		130,449
Non-current portion of operating lease liabilities		219,207		220,709		180,092		226,238		220,709		225,921
Other non-current liabilities		20,402		20,055		19,200		20,675		20,055		18,058
Deferred income taxes		4,587		2,981		1,254		9,399		2,981		2,455
Shareholders’ Equity
Common stock, $1.00 par value per share		15,630		15,774		15,960		15,625		15,774		15,815
Additional paid-in capital		170,789		172,175		166,139		174,730		172,175		169,063
Retained earnings		440,319		370,145		355,037		439,755		370,145		351,731
Accumulated other comprehensive loss		(2,109)		(1,824)		(3,120)		(2,997)		(1,824)		(3,570)
Total Shareholders’ Equity	$	624,629	$	556,270	$	534,016	$	627,113	$	556,270	$	533,039
Total Liabilities and Shareholders’ Equity	$	1,149,858	$	1,188,665	$	957,202	$	1,162,156	$	1,188,665	$	1,140,317

See accompanying notes.

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OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)


	Second Quarter				First Half				Third Quarter				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Net sales	$	420,319	$	363,430	$	840,416	$	716,011	$	326,630	$	313,033	$	1,167,046	$	1,029,044
Cost of goods sold		151,590		131,281		296,558		257,485		121,211		115,339		417,769		372,824
Gross profit	$	268,729	$	232,149	$	543,858	$	458,526	$	205,419	$	197,694	$	749,277	$	656,220
SG&A		205,231		163,135		408,380		320,547		194,822		175,027		603,202		495,574
Royalties and other operating income		4,176		6,357		12,497		13,370		3,863		4,648		16,360		18,018
Operating income	$	67,674	$	75,371	$	147,975	$	151,349	$	14,460	$	27,315	$	162,435	$	178,664
Interest expense, net		1,297		274		3,639		516		1,217		698		4,856		1,214
Earnings before income taxes	$	66,377	$	75,097	$	144,336	$	150,833	$	13,243	$	26,617	$	157,579	$	177,450
Income tax expense		14,924		18,485		34,345		36,813		2,461		6,951		36,806		43,764
Net earnings	$	51,453	$	56,612	$	109,991	$	114,020	$	10,782	$	19,666	$	120,773	$	133,686

Net earnings per share:
Basic	$	3.31	$	3.56	$	7.06	$	7.07	$	0.69	$	1.25	$	7.75	$	8.36
Diluted	$	3.22	$	3.49	$	6.86	$	6.94	$	0.68	$	1.22	$	7.57	$	8.19
Weighted average shares outstanding:
Basic		15,550		15,919		15,589		16,118		15,587		15,740		15,589		15,992
Diluted		15,979		16,238		16,025		16,430		15,787		16,139		15,947		16,333
Dividends declared per share	$	0.65	$	0.55	$	1.30	$	1.10	$	0.65	$	0.55	$	1.95	$	1.65

See accompanying notes.

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OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Second Quarter				First Half				Third Quarter				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Net earnings	$	51,453	$	56,612	$	109,991	$	114,020	$	10,782	$	19,666	$	120,773	$	133,686
Other comprehensive income (loss), net of taxes:
Net foreign currency translation adjustment		319		(125)		(285)		352		(888)		(450)		(1,173)		(98)
Comprehensive income	$	51,772	$	56,487	$	109,706	$	114,372	$	9,894	$	19,216	$	119,600	$	133,588

See accompanying notes.

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OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	First Half				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Cash Flows From Operating Activities:
Net earnings	$	109,991	$	114,020	$	120,773	$	133,686
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation		23,128		20,358		35,476		31,126
Amortization of intangible assets		7,331		454		11,003		2,322
Equity compensation expense		7,508		5,252		11,034		7,796
Gain on sale of assets		(1,756)		—		(1,756)		—
Amortization and write-off of deferred financing costs		368		172		465		258
Deferred income taxes		1,451		(1,657)		6,448		(456)
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Receivables, net		(11,611)		(15,322)		(11,651)		(21,230)
Inventories, net		57,947		(17,867)		61,598		(31,332)
Income tax receivable		39		(15)		(14)		(12)
Prepaid expenses and other current assets		360		(11,541)		(8,337)		(5,644)
Current liabilities		(39,471)		(939)		(54,468)		(23,271)
Other balance sheet changes		(2,785)		(2,286)		(1,173)		(6,988)
Cash provided by operating activities	$	152,500	$	90,629	$	169,398	$	86,255
Cash Flows From Investing Activities:
Acquisitions, net of cash acquired		(3,320)		—		(3,320)		(263,656)
Purchases of property and equipment		(31,410)		(19,746)		(54,496)		(32,331)
Purchases of short-term investments		—		(70,000)		—		(70,000)
Proceeds from short-term investments		—		80,000		—		234,837
Proceeds from the sale of property, plant and equipment		2,125		—		2,125		—
Other investing activities		(33)		(50)		(33)		1,450
Cash used in investing activities	$	(32,638)	$	(9,796)	$	(55,724)	$	(129,700)
Cash Flows From Financing Activities:
Repayment of revolving credit arrangements		(334,225)		—		(369,159)		(45,262)
Proceeds from revolving credit arrangements		263,686		—		316,368		175,711
Deferred financing costs paid		(1,661)		—		(1,661)		—
Repurchase of common stock		(18,987)		(72,680)		(20,045)		(86,804)
Proceeds from issuance of common stock		1,090		882		1,509		1,263
Repurchase of equity awards for employee tax withholding liabilities		(9,941)		(3,166)		(9,941)		(3,166)
Cash dividends paid		(20,843)		(17,829)		(31,487)		(26,572)
Other financing activities		—		(2,010)		—		(2,010)
Cash used in financing activities	$	(120,881)	$	(94,803)
Cash used in (provided by) financing activities					$	(114,416)	$	13,160
Net change in cash and cash equivalents	$	(1,019)	$	(13,970)	$	(742)	$	(30,285)
Effect of foreign currency translation on cash and cash equivalents		(17)		380		(205)		402
Cash and cash equivalents at the beginning of year		8,826		44,859		8,826		44,859
Cash and cash equivalents at the end of period	$	7,790	$	31,269	$	7,879	$	14,976

See accompanying notes.

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OXFORD INDUSTRIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~SECOND~~THIRD QUARTER OF FISCAL 2023

1. Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe the accompanying unaudited condensed consolidated financial statements reflect all normal, recurring adjustments that are necessary for a fair presentation of our financial position and results of operations as of the dates and for the periods presented. Results of operations for interim periods are not necessarily indicative of results to be expected for a full fiscal year due to the seasonality of our business.

The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the amounts reported as assets, liabilities, revenues and expenses in the 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 2022 Form 10-K. No recently issued guidance adopted in Fiscal 2023 had a material impact on our consolidated financial statements upon adoption or is expected to have a material impact in future periods. These financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Fiscal 2022 Form 10-K. Recent accounting pronouncements pending adoption are either not applicable or not expected to have a material impact on our consolidated financial statements.

2. Operating Group Information: We identify our operating groups based on the way our management organizes the components of our business for purposes of allocating resources and assessing performance. Our operating group structure reflects a brand-focused management approach, emphasizing operational coordination and resource allocation across each brand’s direct to consumer, wholesale and licensing operations, as applicable. With our acquisition of Johnny Was on September 19, 2022, our business is organized as our Tommy Bahama, Lilly Pulitzer, Johnny Was and 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 any sales between operating groups, any other items that are not allocated to the operating groups, including LIFO inventory accounting adjustments, and the operations of our Lyons, Georgia distribution center and our Oxford America business, which we exited in Fiscal 2022. ~~The accounting policies of the reportable operating segments are the same as those described in our Fiscal 2022 Form 10-K.~~

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


	Second Quarter				First Half				Third Quarter				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Net sales
Tommy Bahama	$	245,443	$	243,965	$	484,878	$	472,032	$	170,144	$	178,645	$	655,022	$	650,677
Lilly Pulitzer		91,349		88,665		188,799		180,710		76,290		84,053		265,089		264,763
Johnny Was ⁽¹⁾		52,023		—		101,514		—		49,105		22,661		150,619		22,661
Emerging Brands		31,580		29,913		65,571		61,676		31,155		26,912		96,726		88,588
Corporate and Other		(76)		887		(346)		1,593		(64)		762		(410)		2,355
Consolidated net sales	$	420,319	$	363,430	$	840,416	$	716,011	$	326,630	$	313,033	$	1,167,046	$	1,029,044

Depreciation and amortization
Tommy Bahama	$	6,073	$	6,916	$	12,057	$	13,534	$	6,299	$	6,576	$	18,356	$	20,110
Lilly Pulitzer		3,979		3,121		7,371		6,096		4,372		3,288		11,743		9,384
Johnny Was ⁽¹⁾		4,717		—		9,909		—		4,684		2,184		14,593		2,184
Emerging Brands		460		393		885		752		504		391		1,389		1,143
Corporate and Other		58		192		237		430		161		197		398		627
Consolidated depreciation and amortization	$	15,287	$	10,622	$	30,459	$	20,812	$	16,020	$	12,636	$	46,479	$	33,448

Operating income (loss)
Tommy Bahama	$	51,037	$	58,918	$	106,558	$	111,524	$	12,097	$	18,984	$	118,655	$	130,508
Lilly Pulitzer		18,566		21,492		43,082		47,670		6,769		12,688		49,851		60,358
Johnny Was ⁽¹⁾		3,847		—		6,331		—		935		117		7,266		117
Emerging Brands		3,028		3,991		6,941		11,727		3,709		3,729		10,650		15,456
Corporate and Other		(8,804)		(9,030)		(14,937)		(19,572)		(9,050)		(8,203)		(23,987)		(27,775)
Consolidated operating income		67,674		75,371	$	147,975	$	151,349		14,460		27,315	$	162,435	$	178,664
Interest expense, net		1,297		274		3,639		516		1,217		698		4,856		1,214
Earnings before income taxes	$	66,377	$	75,097	$	144,336	$	150,833	$	13,243	$	26,617	$	157,579	$	177,450


	July 29, 2023		January 28, 2023		July 30, 2022		October 28, 2023		January 28, 2023		October 29, 2022
Assets
Tommy Bahama ⁽²⁾	$	548,893	$	569,833	$	524,765	$	563,564	$	569,833	$	544,947
Lilly Pulitzer ⁽³⁾		201,310		211,119		198,681		192,566		211,119		192,609
Johnny Was ⁽¹⁾⁽⁴⁾		330,503		334,603		—		331,131		334,603		350,212
Emerging Brands ⁽⁴⁾⁽⁵⁾		92,675		91,306		76,368		86,790		91,306		83,280
Corporate and Other⁽⁵⁾⁽⁶⁾		(23,523)		(18,196)		157,388		(11,895)		(18,196)		(30,731)
Consolidated Total Assets	$	1,149,858	$	1,188,665	$	957,202	$	1,162,156	$	1,188,665	$	1,140,317

(1)	The Johnny Was business was acquired on September 19, 2022. Activities for the Third Quarter of Fiscal 2022 and First Nine Months of Fiscal 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 ~~July 30,~~October 29, 2022, includes increases in operating lease assets and ~~inventories.~~property and equipment.

(3)	~~Increase~~Change in Lilly Pulitzer total assets from ~~July 30,~~October 29, 2022, includes ~~increases in property and equipment partially offset by~~ decreases in operating lease ~~assets.~~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 ~~July 30,~~October 29, 2022, includes increases in operating lease ~~assets, inventories, property and equipment and other non-current~~ assets.

~~(5)~~(6)

~~Decrease~~Increase in Corporate and Other total assets from ~~July 30,~~October 29, 2022, includes ~~reductions~~increases in ~~short-term investments and cash and cash equivalents, which were used to fund a portion of the acquisition purchase price for Johnny Was.~~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.


	Second Quarter Fiscal 2023												Third Quarter Fiscal 2023
	Net Sales		Retail		E-commerce		Food & Beverage		Wholesale		Other		Net Sales		Retail		E-commerce		Food & Beverage		Wholesale		Other
Tommy Bahama	$	245,443	46	%	28	%	12	%	14	%	—	%	$	170,144	45	%	21	%	13	%	21	%	—	%
Lilly Pulitzer		91,349	36	%	50	%	—	%	14	%	—	%		76,290	31	%	58	%	—	%	11	%	—	%
Johnny Was		52,023	38	%	43	%	—	%	19	%	—	%		49,105	39	%	41	%	—	%	20	%	—	%
Emerging Brands		31,580	12	%	48	%	—	%	40	%	—	%		31,155	12	%	41	%	—	%	47	%	—	%
Corporate and Other		(76)	—	%	—	%	—	%	—	%	NM	%		(64)	—	%	—	%	—	%	—	%	NM	%
Total	$	420,319	41	%	36	%	7	%	16	%	—	%	$	326,630	37	%	35	%	7	%	21	%	—	%


	Second Quarter Fiscal 2022												Third Quarter Fiscal 2022
	Net Sales		Retail		E-commerce		Food & Beverage		Wholesale		Other		Net Sales		Retail		E-commerce		Food & Beverage		Wholesale		Other
Tommy Bahama	$	243,965	48	%	28	%	11	%	13	%	—	%	$	178,645	44	%	20	%	13	%	23	%	—	%
Lilly Pulitzer		88,665	40	%	43	%	—	%	17	%	—	%		84,053	27	%	62	%	—	%	11	%	—	%
Johnny Was ⁽¹⁾		—	—	%	—	%	—		—	%	—	%		22,661	38	%	41	%	—		21	%	—	%
Emerging Brands		29,913	7	%	46	%	—	%	47	%	—	%		26,912	5	%	40	%	—	%	55	%	—	%
Corporate and Other		887	—	%	—	%	—	%	—	%	NM	%		762	—	%	—	%	—	%	—	%	NM	%
Total	$	363,430	42	%	33	%	8	%	17	%	—	%	$	313,033	36	%	34	%	7	%	22	%	—	%


	First Half 2023												First Nine Months 2023
	Net Sales		Retail		E‑commerce		Food & Beverage		Wholesale		Other		Net Sales		Retail		E‑commerce		Food & Beverage		Wholesale		Other
Tommy Bahama	$	484,878	45	%	24	%	13	%	18	%	—	%	$	655,022	45	%	23	%	13	%	19	%	—	%
Lilly Pulitzer		188,799	35	%	49	%	—	%	16	%	—	%		265,089	34	%	51	%	—	%	15	%	—	%
Johnny Was		101,514	37	%	40	%	—	%	23	%	—	%		150,619	38	%	40	%	—	%	22	%	—	%
Emerging Brands		65,571	10	%	42	%	—	%	48	%	—	%		96,726	10	%	42	%	—	%	48	%	—	%
Corporate and Other		(346)	—	%	—	%	—	%	—	%	NM	%		(410)	—	%	—	%	—	%	—	%	NM	%
Consolidated net sales	$	840,416	39	%	33	%	7	%	21	%	—	%	$	1,167,046	38	%	34	%	7	%	21	%	—	%

First Half 2022


Net Sales

Retail

E‑commerce

Food & Beverage

Wholesale

Other

Tommy Bahama

$
472,032

47
%
24
%
12
%
17
%
—
%
Lilly Pulitzer

180,710

37
%
43
%
—
%
20
%
—
%
Johnny Was ⁽¹⁾

—

—
%
—
%
—
%
—
%
—
%
Emerging Brands

61,676

6
%
38
%
—
%
56
%
—
%
Corporate and Other

1,593

—
%
—
%
—
%
—
%
NM
%
Consolidated net sales

$
716,011

41
%
30
%
8
%
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 Johnny Was business was acquired on September 19, 2022. Activities for the Third Quarter of Fiscal 2022 and First Nine Months of Fiscal 2022 for Johnny Was consist of six weeks of activity from the 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.

Table of Contents

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


	Second Quarter				First Half				Third Quarter				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	$	170,137	$	153,976	$	327,742	$	290,056	$	121,804	$	112,344	$	449,546	$	402,400
E-commerce		152,264		118,816		278,028		215,289		113,531		107,756		391,559		323,045
Food & Beverage		29,503		27,291		61,535		58,176		22,562		23,157		84,097		81,333
Wholesale		68,312		62,799		173,141		151,415		68,716		69,292		241,857		220,707
Other		103		548		(30)		1,075		17		484		(13)		1,559
Net sales	$	420,319	$	363,430	$	840,416	$	716,011	$	326,630	$	313,033	$	1,167,046	$	1,029,044

An estimated sales return liability of ~~$14~~$8 million, $12 million and ~~$14~~$9 million for expected direct to consumer returns is classified in accrued expenses and other liabilities in our consolidated balance sheet as of ~~July 29,~~October 28, 2023, January 28, 2023, and ~~July 30,~~October 29, 2022, respectively. As of ~~July 29,~~October 28, 2023, January 28, 2023, and ~~July 30,~~October 29, 2022, prepaid expenses and other current assets included $4$3 million, $4 million and $5$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 ~~July 29,~~October 28, 2023, January 28, 2023, and ~~July 30,~~October 29, 2022, reserve balances recorded as a reduction to receivables related to these items were $3 million, $4 million and $4$5 million, respectively. As of ~~July 29,~~October 28, 2023, January 28, 2023, and ~~July 30,~~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 ~~$15~~$17 million as of ~~July 29,~~October 28, 2023, January 28, 2023, and ~~July 30,~~October 29, 2022, respectively.

4. Leases: For the ~~Second~~Third Quarter of Fiscal 2023, operating lease expense was $18 million and variable lease expense was ~~$11~~$10 million, resulting in total lease expense of ~~$29~~$28 million compared to ~~$22~~$25 million of total lease expense in the ~~Second~~Third Quarter of Fiscal 2022. For the First ~~Half~~Nine Months of Fiscal 2023, operating lease expense was ~~$35~~$53 million and variable lease expense was ~~$21~~$32 million, resulting in total lease expense of ~~$56~~$85 million compared to ~~$47~~$75 million of total lease expense in the First ~~Half~~Nine Months of Fiscal 2022.

Cash paid for lease amounts included in the measurement of operating lease liabilities in the First ~~Half~~Nine Months of Fiscal 2023 was ~~$41~~$61 million, while cash paid for lease amounts included in the measurement of operating lease liabilities in the First ~~Half~~Nine Months of Fiscal 2022 was ~~$35~~$53 million.

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

Table of Contents

As of ~~July 29,~~October 28, 2023, the stated lease liability payments for the fiscal years specified below were as follows (in thousands):


	Operating lease		Operating lease
Remainder of 2023	$	39,686	$	19,761
2024		72,199		73,791
2025		55,324		58,704
2026		48,295		52,989
2027		34,751		39,332
2028		28,479		33,277
After 2028		53,276		63,417
Total lease payments	$	332,010	$	341,271
Less: Difference between discounted and undiscounted lease payments		45,127		49,809
Present value of lease liabilities	$	286,883	$	291,462

5. Income Taxes: ~~Our effective income tax rate for~~For the ~~Second~~Third Quarter of Fiscal 2023, ~~was 22.5% while~~ our effective income tax rate ~~for~~was 18.6%, which is lower than a more typical annual effective tax rate of approximately 25% primarily due to the ~~Second~~favorable utilization of research and development tax credits and adjustments to the US taxation on foreign earnings. For the Third Quarter of Fiscal 2022, ~~was 24.6%. Our effective income tax rate for the First Half of Fiscal 2023 was 23.8% while~~ our effective income tax rate ~~for~~was 26.1%. Due to the ~~First Half~~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 ~~Fiscal 2022 was 24.4%.~~

~~The~~the third quarter not being indicative of the effective tax rate for the full fiscal year.

For the First ~~Half~~Nine Months of Fiscal 2023, ~~benefitted significantly~~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 ~~certain other items that resulted in a lower~~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 ~~than a more typical annual effective tax rate of approximately 25%~~was 24.7%.

The First ~~Half~~Nine Months of Fiscal 2022 included the utilization of certain net operating loss carryforward amounts in certain state and foreign jurisdictions and ~~certain~~ 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 ~~Half~~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 ~~Second~~Third Quarter of Fiscal 2023 and First ~~Half~~Nine Months of 2023, we repurchased ~~186,000~~10,000 and 196,000 shares of our common stock, respectively, as part of an open market repurchase program at a cost of ~~$19 million.~~$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 ~~Second~~Third Quarter of Fiscal 2022 and First ~~Half~~Nine Months of Fiscal 2022, we repurchased ~~339,000~~146,000 and ~~830,000~~976,000 shares of our common stock, respectively, at a cost of ~~$30~~$14 million and ~~$73~~$87 million, respectively. The excise taxes included in the cost of shares repurchased during Fiscal 2023 was not material. ~~Additionally, subsequent to July 29, 2023, we repurchased an additional 10,000 shares of our common stock for $1 million that completed the open market repurchase program as of August 31, 2023.~~

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 ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~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.

Table of Contents

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

Table of Contents

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 ~~Half~~Nine Months of Fiscal 2023:


	First Half Fiscal 2023			First Nine Months of Fiscal 2023
		Weighted-			Weighted-
	Number of	average		Number of	average
	Shares or	grant date		Shares or	grant date
	Units	fair value		Units	fair value
Awards outstanding at beginning of year	212,945	$	64	212,945	$	64
Awards granted	58,055	$	115	60,105	$	115
Awards vested, including awards repurchased from employees for employees’ tax liability	(111,095)	$	41	(111,095)	$	41
Awards forfeited	(1,070)	$	62	(2,670)	$	80
Awards outstanding on July 29, 2023	158,835	$	99
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 ~~Half~~Nine Months of Fiscal 2023:


	First Half Fiscal 2023			First Nine Months of Fiscal 2023
		Weighted-			Weighted-
		average			average
	Number of	grant date		Number of	grant date
	Share Units	fair value		Share Units	fair value
TSR-based awards outstanding at beginning of year	196,040	$	89	196,040	$	89
TSR-based awards granted	74,605	$	153	74,605	$	153
TSR-based restricted shares earned and vested, including restricted share units repurchased from employees for employees’ tax liability	(76,340)	$	50	(76,340)	$	50
TSR-based awards forfeited	—	$	—	(550)	$	113
TSR-based awards outstanding on July 29, 2023	194,305	$	129
TSR-based awards outstanding on October 28, 2023				193,755	$	129

~~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.

Table of Contents

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


	Provisional Amounts at January 28, 2023		Measurement Period Adjustments		Provisional Amounts at July 29, 2023		Provisional Amounts at January 28, 2023		Measurement Period Adjustments		Final Amounts at October 28, 2023
Cash and cash equivalents	$	7,296	$	—	$	7,296	$	7,296	$	—	$	7,296
Receivables		8,777		—		8,777		8,777		—		8,777
Inventories		23,434		—		23,434		23,434		(28)		23,406
Prepaid expenses and other assets		6,353		—		6,353		6,353		—		6,353
Property and equipment		21,108		—		21,108		21,108		(947)		20,161
Intangible assets		134,640		—		134,640		134,640		—		134,640
Goodwill		96,637		1,403		98,040		96,637		2,599		99,236
Operating lease assets		54,859		—		54,859		54,859		—		54,859
Accounts payable, accrued expenses and other liabilities		(34,777)		920		(33,857)		(34,777)		699		(34,078)
Non-current portion of operating lease liabilities		(47,009)		—		(47,009)		(47,009)		—		(47,009)
Purchase price	$	271,318	$	2,323	$	273,641	$	271,318	$	2,323	$	273,641

As of July 29, 2023, we considered these amounts to be provisional because we were still in the process of reviewing information to support the valuations of the assets acquired and liabilities assumed. We made measurement-period adjustments, as shown in the table above, that increased the amount of provisional goodwill by $1$3 million. ~~We expect that~~Substantially all of the goodwill ~~will be~~is deductible for income tax purposes.

Intangible assets allocated in connection with our ~~preliminary~~ 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 ~~presented below~~ (in thousands, except per share data) shows the results of our operations for the ~~Second~~Third Quarter of Fiscal 2022 and First ~~Half~~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.


	Second Quarter Fiscal 2022				First Half Fiscal 2022				Third Quarter Fiscal 2022				First Nine Months of Fiscal 2022
	Actual		Pro Forma		Actual		Pro Forma		Actual		Pro Forma		Actual		Pro Forma
Net sales	$	363,430	$	413,657	$	716,011	$	819,831	$	313,033	$	344,058	$	1,029,044	$	1,163,889
Earnings before income taxes	$	75,097	$	80,513	$	150,833	$	162,256	$	26,617	$	34,444	$	177,450	$	196,700
Net earnings	$	56,612	$	60,674	$	114,020	$	122,588	$	19,666	$	25,536	$	133,686	$	148,124
Earnings per share:
Basic	$	3.56	$	3.81	$	7.07	$	7.61	$	1.25	$	1.62	$	8.36	$	9.26
Diluted	$	3.49	$	3.74	$	6.94	$	7.46	$	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 8%7% as of ~~July 29,~~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 ~~July 29,~~October 28, 2023. Outstanding letters of credit under the Revolving Credit Agreement reduce the amount of borrowings available to us.

As of ~~July 29,~~October 28, 2023, we had ~~$48~~$66 million of borrowings outstanding and ~~$266~~$253 million in unused availability under the Revolving Credit Agreement. Under the Prior Credit Agreement as of January 28, 2023, and ~~July 30,~~October 29, 2022, we had $119 million and $0$130 million of borrowings outstanding, and $199 million and ~~$322~~$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 ~~July 29,~~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 ~~July 29,~~October 28, 2023, we were compliant with all applicable covenants related to the Revolving Credit Agreement.

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~~9. Subsequent Event:~~ In August 2023, the Tommy Bahama Marlin Bar in Lahaina, Hawaii on the island of Maui was destroyed by wildfires. We maintain property loss insurance coverage and expect to recover substantially all losses on inventory, property and equipment and other fire-related costs from insurance proceeds. Our other locations on Maui, including a Tommy Bahama restaurant in Wailea, have also been negatively affected by the wildfires.

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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 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 Fiscal 2022 Form 10-K.

OVERVIEW

Business Overview

We are a leading branded apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer, Johnny Was, Southern Tide, TBBC and Duck Head lifestyle brands.

Our business strategy is to drive excellence across a portfolio of lifestyle brands that 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 that create an emotional connection can command greater loyalty and higher price points and create licensing 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 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 the apparel industry is 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 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,~~infrastructure. The financial information included in the results of operations discussion below for the Third Quarter of Fiscal 2022 and ~~streamlining corporate~~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 ~~operational support structures.~~the First Nine Months of Fiscal 2022 are not indicative of results for a full quarter or a nine month period.

During Fiscal 2022, 80% of our consolidated net sales were through our direct to consumer channels 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 beverage operations. The remaining 20% of our net sales was generated through our wholesale distribution channels, which complement our direct to consumer operations and provide access to a larger base of consumers. Our wholesale operations consist of sales of products bearing the trademarks of our lifestyle brands to various specialty stores, better department stores, Signature Stores, multi-branded e-commerce retailers and 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 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 competitors vary by operating group and distribution channel. The apparel industry is cyclical and very dependent 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. 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

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categories. Further, negative economic conditions often have a longer and more severe impact on the apparel industry than on other 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 competition and evolution 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 environment.

WeThe 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, and we continue to invest in our brands’ direct to consumer initiatives and ~~leverage~~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 while managing the various challenges facing our industry in the current environment.

The current macroenvironment, with heightened concerns about inflation, a global economic recession, geopolitical issues, the stability of the U.S. banking system, 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 may impact our businesses and exacerbate 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.

Key Operating Results:

The following table sets forth our consolidated operating results (in thousands, except per share amounts) for the First ~~Half~~Nine Months of Fiscal 2023 compared to the First ~~Half~~Nine Months of Fiscal 2022:


	First Half				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Net sales	$	840,416	$	716,011	$	1,167,046	$	1,029,044
Operating income	$	147,975	$	151,349	$	162,435	$	178,664
Net earnings	$	109,991	$	114,020	$	120,773	$	133,686
Net earnings per diluted share	$	6.86	$	6.94	$	7.57	$	8.19
Weighted average shares outstanding - diluted		16,025		16,430		15,947		16,333

Net earnings per diluted share were ~~$6.86~~$7.57 in the First ~~Half~~Nine Months of Fiscal 2023 compared to ~~$6.94~~$8.19 in the First ~~Half~~Nine Months of Fiscal 2022. The 1%8% decrease in net earnings per diluted share included a 4%10% decrease in net earnings as well as a 2% reduction in weighted average shares outstanding due to open market share repurchases in Fiscal ~~2023~~2022 and Fiscal ~~2022.~~2023. The decreased net earnings were primarily due to (1) lower operating income at Tommy Bahama, Lilly Pulitzer, and Emerging Brands and (2) increased interest expense. These decreases were partially offset by (1) the inclusion of the operating income of Johnny Was in the First ~~Half~~Nine Months of 2023, (2) a lower operating loss at Corporate and Other and (3) a lower effective tax rate.

COMPARABLE SALES

We often disclose comparable sales to provide additional information regarding changes in our results of operations between periods. Our disclosures of comparable 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 full-price retail stores and e-commerce sites in the comparable sales disclosures is a more meaningful way of reporting our comparable 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 channels. For our comparable sales disclosures, we exclude (1) outlet store 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) food and beverage sales, as we do not currently believe that the inclusion of food and beverage sales in our comparable sales disclosures is meaningful in

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assessing our branded apparel businesses. Comparable sales information reflects net sales, including shipping and handling revenues, if any, associated with product sales.

For purposes of our disclosures, comparable sales consists of sales through e-commerce sites and any physical full-price retail stores that 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 which would result in 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 is significantly different from the prior retail space. For those stores which are excluded based on the preceding sentence, the stores continue to be excluded from comparable sales until the criteria for a new store is met subsequent to the remodel, relocation, or other event. A full-price retail store that is remodeled will generally continue to be included in our comparable sales metrics as a store is not typically closed for longer than a two-week period during a remodel; however, a full-price retail store that is relocated generally will not be included in our comparable 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. 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 our comparable sales metrics.

Definitions and calculations of comparable sales differ among companies, and therefore comparable 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.


	July 29,	January 28,	July 30,	January 29,	October 28,	January 28,	October 29,	January 29,
	2023	2023	2022	2022	2023	2023	2022	2022
Tommy Bahama full-price retail stores	101	103	102	102	102	103	102	102
Tommy Bahama retail-food & beverage locations	22	21	21	21	21	21	21	21
Tommy Bahama outlets	33	33	35	35	34	33	35	35
Total Tommy Bahama locations	156	157	158	158	157	157	158	158
Lilly Pulitzer full-price retail stores	59	59	58	58	61	59	59	58
Johnny Was full-price retail stores	67	65	—	—	71	65	64	—
Johnny Was outlets	2	2	—	—	2	2	2	—
Total Johnny Was locations	69	67	—	—	73	67	66	—
Southern Tide full-price retail stores	13	6	5	4	15	6	5	4
TBBC full-price retail stores	3	3	2	1	3	3	2	1
Total Oxford direct to consumer locations	300	292	223	221	309	292	290	221

RESULTS OF OPERATIONS

~~SECOND~~THIRD QUARTER OF FISCAL 2023 COMPARED TO ~~SECOND~~THIRD QUARTER OF FISCAL 2022

The discussion and tables below compare our statements of operations for the ~~Second~~Third Quarter of Fiscal 2023 to the ~~Second~~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.

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change as compared to the same period of the prior year. 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 change for each of these items as compared to the same period of the prior year.


	Second Quarter												Third Quarter
	Fiscal 2023				Fiscal 2022				$ Change		% Change		Fiscal 2023				Fiscal 2022				$ Change		% Change

Net sales	$	420,319	100.0	%	$	363,430	100.0	%	$	56,889	15.7	%	$	326,630	100.0	%	$	313,033	100.0	%	$	13,597	4.3	%
Cost of goods sold		151,590	36.1	%		131,281	36.1	%		20,309	15.5	%		121,211	37.1	%		115,339	36.8	%		5,872	5.1	%
Gross profit	$	268,729	63.9	%	$	232,149	63.9	%	$	36,580	15.8	%	$	205,419	62.9	%	$	197,694	63.2	%	$	7,725	3.9	%
SG&A		205,231	48.8	%		163,135	44.9	%		42,096	25.8	%		194,822	59.6	%		175,027	55.9	%		19,795	11.3	%
Royalties and other operating income		4,176	1.0	%		6,357	1.7	%		(2,181)	(34.3)	%		3,863	1.2	%		4,648	1.5	%		(785)	(16.9)	%
Operating income	$	67,674	16.1	%	$	75,371	20.7	%	$	(7,697)	(10.2)	%	$	14,460	4.4	%	$	27,315	8.7	%	$	(12,855)	(47.1)	%
Interest expense, net		1,297	0.3	%		274	0.1	%		1,023	373.4	%		1,217	0.4	%		698	0.2	%		519	74.4	%
Earnings before income taxes	$	66,377	15.8	%	$	75,097	20.7	%	$	(8,720)	(11.6)	%	$	13,243	4.1	%	$	26,617	8.5	%	$	(13,374)	(50.2)	%
Income tax expense		14,924	3.6	%		18,485	5.1	%		(3,561)	(19.3)	%		2,461	0.8	%		6,951	2.2	%		(4,490)	(64.6)	%
Net earnings	$	51,453	12.2	%	$	56,612	15.6	%	$	(5,159)	(9.1)	%	$	10,782	3.3	%	$	19,666	6.3	%	$	(8,884)	(45.2)	%
Net earnings per diluted share	$	3.22			$	3.49			$	(0.27)	(7.7)	%	$	0.68			$	1.22			$	(0.54)	(44.3)	%
Weighted average shares outstanding - diluted		15,979				16,238				(259)	(1.6)	%		15,787				16,139				(352)	(2.2)	%

Net Sales


	Second Quarter								Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	245,443	$	243,965	$	1,478	0.6	%	$	170,144	$	178,645	$	(8,501)	(4.8)	%
Lilly Pulitzer		91,349		88,665		2,684	3.0	%		76,290		84,053		(7,763)	(9.2)	%
Johnny Was		52,023		—		52,023	100.0	%		49,105		22,661		26,444	NM	%
Emerging Brands		31,580		29,913		1,667	5.6	%		31,155		26,912		4,243	15.8	%
Corporate and Other		(76)		887		(963)	(108.6)	%		(64)		762		(826)	(108.4)	%
Consolidated net sales	$	420,319	$	363,430	$	56,889	15.7	%	$	326,630	$	313,033	$	13,597	4.3	%

Consolidated net sales were ~~$420~~$327 million in the ~~Second~~Third Quarter of Fiscal 2023 compared to net sales of ~~$363~~$313 million in the ~~Second~~Third Quarter of Fiscal 2022. The ~~16%~~4% increase in net sales included (1) ~~$52~~a $26 million increase in sales for Johnny Was, which ~~was acquired during~~we owned for six out of the thirteen weeks of the Third Quarter of Fiscal 2022, and (2) increased sales in Emerging Brands. These increases were partially offset by decreased sales in ~~each operating group.~~Tommy Bahama and Lilly Pulitzer.

The increase in net sales by distribution channel consisted of the following:

●

an increase in full-price e-commerce sales of ~~$17~~$9 million, or ~~15%~~11%, including (1) ~~$22~~an $11 million ~~of e-commerce sales~~increase in Johnny Was, (2) a $2 million increase in ~~Tommy Bahama~~Emerging Brands and (3) a $1 million increase in ~~Emerging Brands.~~Tommy Bahama. These increases were partially offset by ~~an $8~~a $5 million decrease in Lilly Pulitzer;

●

an increase in ~~Lilly Pulitzer e-commerce flash clearance sales of $16 million with no similar e-commerce flash clearance sales in the Second Quarter of Fiscal 2022;~~

●

~~an increase in~~ full-price retail sales of ~~$15~~$8 million, or ~~11%~~8%, including (1) ~~$18~~a $10 million ~~of retail sales~~increase in Johnny Was, ~~and~~ (2) a $2 million increase in Emerging Brands as we opened new retail ~~locations.~~locations and (3) a $1 million increase in Lilly Pulitzer. These increases were partially offset by ~~(1)~~ a $3$5 million decrease in Tommy ~~Bahama and (2) a $3 million decrease in Lilly Pulitzer;~~

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●

~~an increase in wholesale sales of $6 million, or 9%, including $10 million of wholesale sales in Johnny Was~~. ~~This increase was partially offset by (1) a $3 million decrease in Lilly Pulitzer and (2) a $2 million decrease in Emerging Brands;~~

●

~~an increase in food and beverage sales of $2 million, or 8%; and~~Bahama;

●

an increase in outlet sales of $2 million, or 9%13%, ~~primarily due to the addition~~including (1) a $1 million increase in Tommy Bahama and (2) a $1 million increase in Johnny Was;

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●

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


	Second Quarter				Third Quarter
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	41	%	42	%	37	%	36	%
E-commerce	36	%	33	%	35	%	34	%
Food & beverage	7	%	8	%	7	%	7	%
Wholesale	16	%	17	%	21	%	22	%
Total	100	%	100	%	100	%	100	%

Tommy Bahama:

Tommy Bahama net sales ~~increased $1~~decreased $9 million, or 1%5%, in the ~~Second~~Third Quarter of Fiscal 2023, with ~~an increase~~a decrease in (1) full-price retail sales of $5 million, or 8%, (2) wholesale sales of $4 million, or 11% and (3) food and beverage sales of $2$1 million, or 8%3%, primarily due to remodels of certain locations and the impact of the Maui wildfires. These decreases were partially offset by an increase in (1) outlet sales of $1 million, or 6%, and (2) e-commerce sales of $2$1 million, or ~~2%, and (3) wholesale sales. These increases were partially offset by a decrease in full-price retail sales of $3 million, or 3%~~1%. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:


	Second Quarter				Third Quarter
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	46	%	48	%	45	%	44	%
E-commerce	28	%	28	%	21	%	20	%
Food & beverage	12	%	11	%	13	%	13	%
Wholesale	14	%	13	%	21	%	23	%
Total	100	%	100	%	100	%	100	%

Lilly Pulitzer:

Lilly Pulitzer net sales ~~increased $3~~decreased $8 million, or 3%9%, in the ~~Second~~Third Quarter of Fiscal ~~2023. The increase was primarily driven by an increase in e-commerce sales of $8 million, or 22%, including an increase in e-commerce flash sales of $16 million,~~2023, with ~~no e-commerce flash sales in the Second Quarter of 2022, and~~ a decrease in (1) full-price e-commerce sales of $8$5 million, or ~~21%. This increase was partially offset by decreases in (1) retail~~19%, (2) e-commerce flash sales of $3 million, or ~~8%,~~10% and ~~(2)~~(3) wholesale sales of $3$1 million, or ~~19%~~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 2022. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:


	Second Quarter				Third Quarter
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	36	%	40	%	31	%	27	%
E-commerce	50	%	43	%	58	%	62	%
Wholesale	14	%	17	%	11	%	11	%
Total	100	%	100	%	100	%	100	%

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Johnny Was:

Johnny Was net sales were ~~$52~~$49 million ~~during~~in the ~~Second~~Third Quarter of Fiscal 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 ~~the Second Quarter of Fiscal 2023:~~each period presented:


	~~Second Quarter~~
	~~Fiscal 2023~~		~~Fiscal 2022~~
~~Retail~~	38	%	—	%
~~E-commerce~~	43	%	—	%
~~Wholesale~~	19	%	—	%
~~Total~~	~~100~~	%	—	%


	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 $2$4 million, or 6%16%, in the ~~Second~~Third Quarter of Fiscal ~~2023.~~2023 with increased sales in Southern Tide and Duck Head partially offset by decreased sales at TBBC. By distribution channel, the $2$4 million increase included increases of (1) $2 million, or ~~89%~~196%, in retail sales as we opened new retail locations and (2) $1$2 million, or ~~10%~~18%, in e-commerce sales. These increases were partially offset by a $2 million, or 11%, 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:


	Second Quarter				Third Quarter
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	12	%	7	%	12	%	5	%
E-commerce	48	%	46	%	41	%	40	%
Wholesale	40	%	47	%	47	%	55	%
Total	100	%	100	%	100	%	100	%

Corporate and Other:

Corporate and Other net sales primarily consist of net sales of our Lyons, Georgia distribution center business, our Oxford America business, which we exited in Fiscal 2022, and the elimination of any sales between operating groups.

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Gross Profit

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


	Second Quarter								Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	155,294	$	156,796	$	(1,502)	(1.0)	%	$	111,194	$	115,641	$	(4,447)	(3.8)	%
Lilly Pulitzer		63,099		63,320		(221)	(0.3)	%		47,094		52,993		(5,899)	(11.1)	%
Johnny Was		35,922		—		35,922	100.0	%		33,775		14,597		19,178	NM	%
Emerging Brands		15,793		14,127		1,666	11.8	%		16,799		13,426		3,373	25.1	%
Corporate and Other		(1,379)		(2,094)		715	NM	%		(3,443)		1,037		(4,480)	NM	%
Consolidated gross profit	$	268,729	$	232,149	$	36,580	15.8	%	$	205,419	$	197,694	$	7,725	3.9	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	1,432	$	2,733					$	3,529	$	(650)
Inventory step-up charge included in Johnny Was									$	—	$	1,376

~~Table of Contents~~


	Second Quarter				Third Quarter
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Tommy Bahama	63.3	%	64.3	%	65.4	%	64.7	%
Lilly Pulitzer	69.1	%	71.4	%	61.7	%	63.0	%
Johnny Was	69.1	%	—	%	68.8	%	64.4	%
Emerging Brands	50.0	%	47.2	%	53.9	%	49.9	%
Corporate and Other	NM	%	NM	%	NM	%	NM	%
Consolidated gross margin	63.9	%	63.9	%	62.9	%	63.2	%

The increased gross profit of ~~16%~~4% was primarily due to the ~~16%~~4% increase in net sales. The ~~comparable~~decreased gross margin included (1) ~~increased~~a $4 million higher LIFO accounting charge in the Third Quarter of Fiscal 2023 compared to the Third Quarter of Fiscal 2022 and (2) full-price e-commerce ~~flash clearance~~sales representing a lower proportion of net sales in Lilly ~~Pulitzer and (2) increased sales during the loyalty award, Flip Side marketing, and end of season clearance events in Tommy Bahama.~~Pulitzer. These decreases were partially offset by (1) ~~the 69.1%~~increased sales and higher gross ~~margin of~~margins in Johnny Was, (2) ~~a $1 million lower LIFO accounting charge in the Second Quarter of Fiscal 2023 compared to the Second Quarter of Fiscal 2022, (3)~~ higher gross margin in Emerging Brands resulting from lower inventory markdowns, (3) lower freight costs and (4) ~~lower freight costs.~~the lack of the $1 million inventory step up charge in cost of goods sold related to the Johnny Was acquisition in the Third Quarter of Fiscal 2022.

Tommy Bahama:

The ~~lower~~higher gross margin for Tommy Bahama was primarily due to ~~an increased~~(1) lower freight costs, (2) a change in sales mix with wholesale sales representing a smaller proportion of ~~direct to consumer~~net sales ~~occurring during periodic loyalty award, Flip Side marketing~~ and ~~end of season clearance events. This decrease was partially offset by (1) reduced freight costs and (2)~~(3) increased ~~food and beverage~~outlet gross margins.

Lilly Pulitzer:

The lower gross margin for Lilly Pulitzer was primarily due to ~~a change in sales mix with~~(1) full-price e-commerce flash clearance sales representing a larger proportion of net sales. There were no e-commerce flash sales in the Second Quarter of Fiscal 2022. This decrease was partially offset by (1) lower freight costs and (2) a change in sales mix with wholesale sales representing a lower proportion of ~~Lilly Pulitzer~~ net ~~sales.~~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 ~~Second~~Third Quarter of Fiscal 2023 was ~~69.1%.~~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 ~~(1) lower inventory markdowns and (2)~~ a change in sales mix with direct to consumer sales representing a larger proportion of net sales. ~~These increases were~~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 ~~which was a $1 million charge in the Second Quarter of Fiscal 2023 and $3 million in the Second Quarter of Fiscal 2022,~~ 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.

~~Table of Contents~~

SG&A


	Second Quarter										Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
SG&A	$	205,231		$	163,135		$	42,096	25.8	%	$	194,822		$	175,027		$	19,795	11.3	%
SG&A (as a % of net sales)		48.8	%		44.9	%						59.6	%		55.9	%
Notable items included in amounts above:
Amortization of Johnny Was intangible assets	$	3,463		$	—						$	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 ~~$205~~$195 million in the ~~Second~~Third Quarter of Fiscal 2023 compared to ~~$163~~$175 million in the ~~Second~~Third Quarter of Fiscal 2022, with approximately ~~$32~~$18 million, or ~~76%~~93%, of the increase due to the SG&A of Johnny ~~Was.~~Was that we owned for six out of the thirteen weeks of the Third Quarter of Fiscal 2022. The ~~26%~~11% increase in total SG&A in the ~~Second~~Third Quarter of Fiscal 2023 included the following, each of which includes the SG&A of Johnny Was: (1) increased employment costs of ~~$12~~$10 million, primarily due to increased head count, pay rate increases and other employment cost increases, including in our direct to consumer and distribution center operations partially offset by lower incentive compensation amounts, (2) a $9$3 million increase in advertising expense, (3) a $6$3 million increase in occupancy expenses, (4) a $6$2 million increase in variable expenses related to higher sales, including credit card transaction fees, supplies, commissions, royalties and other expenses, (5) a $5$2 million increase in amortization of intangible assets 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, (6) a $3 million increase in amortization of intangible assets and (7) a $1 million increase in depreciation expense.~~items.

Royalties and other operating income


	Second Quarter								Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Royalties and other operating income	$	4,176	$	6,357	$	(2,181)	(34.3)	%	$	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 ~~Second~~Third Quarter of Fiscal 2023 was primarily due to decreased royalty income in Tommy Bahama reflecting the lower sales of our licensing partners.

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Operating income (loss)


	Second Quarter								Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	51,037	$	58,918	$	(7,881)	(13.4)	%	$	12,097	$	18,984	$	(6,887)	(36.3)	%
Lilly Pulitzer		18,566		21,492		(2,926)	(13.6)	%		6,769		12,688		(5,919)	(46.7)	%
Johnny Was		3,847		—		3,847	100.0	%		935		117		818	NM	%
Emerging Brands		3,028		3,991		(963)	(24.1)	%		3,709		3,729		(20)	(0.5)	%
Corporate and Other		(8,804)		(9,030)		226	NM	%		(9,050)		(8,203)		(847)	NM	%
Consolidated operating income	$	67,674	$	75,371	$	(7,697)	(10.2)	%	$	14,460	$	27,315	$	(12,855)	(47.1)	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	1,432	$	2,733					$	3,529	$	(650)
Inventory step-up charge included in Johnny Was									$	—	$	1,376
Amortization of Johnny Was intangible assets	$	3,463	$	—					$	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 ~~$68~~$14 million in the ~~Second~~Third Quarter of Fiscal 2023 compared to ~~$75~~$27 million in the ~~Second~~Third Quarter of Fiscal 2022. The decreased operating income included (1) lower operating income in Tommy Bahama, Lilly Pulitzer, and Emerging ~~Brands.~~Brands and (2) a higher operating loss in Corporate and Other. These decreases were partially offset by ~~(1)~~ the increased operating income of Johnny ~~Was and (2) a lower operating loss in Corporate and Other.~~Was. Changes in operating income (loss) by operating group are discussed below.

~~Table of Contents~~

Tommy Bahama:


	Second Quarter										Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	245,443		$	243,965		$	1,478	0.6	%	$	170,144		$	178,645		$	(8,501)	(4.8)	%
Gross profit	$	155,294		$	156,796		$	(1,502)	(1.0)	%	$	111,194		$	115,641		$	(4,447)	(3.8)	%
Gross margin		63.3	%		64.3	%						65.4	%		64.7	%
Operating income	$	51,037		$	58,918		$	(7,881)	(13.4)	%	$	12,097		$	18,984		$	(6,887)	(36.3)	%
Operating income as % of net sales		20.8	%		24.2	%						7.1	%		10.6	%

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

Lilly Pulitzer:


	Second Quarter										Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	91,349		$	88,665		$	2,684	3.0	%	$	76,290		$	84,053		$	(7,763)	(9.2)	%
Gross profit	$	63,099		$	63,320		$	(221)	(0.3)	%	$	47,094		$	52,993		$	(5,899)	(11.1)	%
Gross margin		69.1	%		71.4	%						61.7	%		63.0	%
Operating income	$	18,566		$	21,492		$	(2,926)	(13.6)	%	$	6,769		$	12,688		$	(5,919)	(46.7)	%
Operating income as % of net sales		20.3	%		24.2	%						8.9	%		15.1	%

The decreased operating income for Lilly Pulitzer was due to (1) ~~increased SG&A and~~decreased net sales, (2) lower gross ~~margin. These decreases were partially~~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 ~~higher net sales. The increased SG&A was primarily due to (1)~~a $1 million increase in ~~increased employment costs and (2) $1 million of increased~~ depreciation ~~expense.~~

~~Johnny Was:~~

Second Quarter


Fiscal 2023

Fiscal 2022

$ Change

% Change

Net sales

$
52,023

$
—

$
52,023

100.0
%
Gross profit

$
35,922

$
—

$
35,922

100.0
%
Gross margin

69.1
%

—
%





Operating income

$
3,847

$
—

$
3,847

100.0
%
Operating income as % of net sales

7.4
%

—
%





Notable items included in amounts above:

Amortization of Johnny Was intangible assets

$
3,463

$
—

~~Operating income for the Second Quarter of Fiscal 2023 represents the acquired operations of Johnny Was that were negatively impacted by $3 million of amortization of intangible assets.~~expenses.

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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 2023 includes $3 million of amortization of intangible assets associated with the acquired operations of 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:


	Second Quarter										Third Quarter
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	31,580		$	29,913		$	1,667	5.6	%	$	31,155		$	26,912		$	4,243	15.8	%
Gross profit	$	15,793		$	14,127		$	1,666	11.8	%	$	16,799		$	13,426		$	3,373	25.1	%
Gross margin		50.0	%		47.2	%						53.9	%		49.9	%
Operating income	$	3,028		$	3,991		$	(963)	(24.1)	%	$	3,709		$	3,729		$	(20)	(0.5)	%
Operating income as % of net sales		9.6	%		13.3	%						11.9	%		13.9	%

The ~~decreased~~comparable operating income for Emerging Brands was primarily due to increased SG&A partially offset by 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:


	Second Quarter								Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Net sales	$	(76)	$	887	$	(963)	(108.6)	%	$	(64)	$	762	$	(826)	(108.4)	%
Gross profit	$	(1,379)	$	(2,094)	$	715	NM	%	$	(3,443)	$	1,037	$	(4,480)	NM	%
Operating loss	$	(8,804)	$	(9,030)	$	226	NM	%	$	(9,050)	$	(8,203)	$	(847)	NM	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	1,432	$	2,733					$	3,529	$	(650)
Transaction expenses and integration costs associated with the Johnny Was acquisition									$	—	$	2,783

The ~~improved~~increased operating ~~results~~loss in Corporate and Other ~~were~~was primarily a result of ~~(1) decreased~~a higher net LIFO accounting charge in the Third Quarter of Fiscal 2023. The higher LIFO accounting charge was partially offset by lower SG&A, including decreased incentive compensation ~~amounts and (2) a lower net LIFO accounting charge in the Second~~amounts. The Third Quarter of Fiscal ~~2023.~~2022 also included $3 million of transaction expenses and integration costs associated with the Johnny Was acquisition.

Interest expense, net


	Second Quarter								Third Quarter
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Interest expense, net	$	1,297	$	274	$	1,023	373.4	%	$	1,217	$	698	$	519	74.4	%

The higher interest expense in the ~~Second~~Third Quarter of Fiscal 2023 was primarily due to a higher average outstanding debt ~~utilized to fund a portion~~balance during the Third Quarter of Fiscal 2023 than the ~~acquisition of Johnny Was, while there was no debt outstanding in the Second~~Third Quarter of Fiscal 2022. ~~The interest expense for the Second Quarter of Fiscal 2022 primarily consisted of unused line fees and amortization of deferred financing fees associated with the Prior Credit Agreement.~~

~~Income tax~~

Second Quarter


Fiscal 2023

Fiscal 2022

$ Change

% Change

Income tax expense

$
14,924

$
18,485

$
(3,561)

(19.3)
%
Effective tax rate

22.5
%

24.6
%

~~Both the Second Quarter of Fiscal 2023 and the Second Quarter of Fiscal 2022 benefitted from certain items that resulted in~~We utilized debt to fund a ~~lower tax rate than the more typical annual effective tax rate of approximately 25%.~~

The income tax expense in the Second Quarter of Fiscal 2023 included the vesting of restricted stock awards at a price higher than the grant date fair value and certain other items. Income tax expense in the Second Quarter of Fiscal 2022 included the benefit of the utilization of certain net operating loss carryforward amounts in certain state and foreign jurisdictions and certain other items.

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portion of the Johnny Was acquisition on September 19, 2022. There was no debt outstanding in the Third Quarter of Fiscal 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


	Second Quarter				Third Quarter
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Net sales	$	420,319	$	363,430	$	326,630	$	313,033
Operating income	$	67,674	$	75,371	$	14,460	$	27,315
Net earnings	$	51,453	$	56,612	$	10,782	$	19,666
Net earnings per diluted share	$	3.22	$	3.49	$	0.68	$	1.22
Weighted average shares outstanding - diluted		15,979		16,238		15,787		16,139

Net earnings per diluted share were ~~$3.22~~$0.68 in the ~~Second~~Third Quarter of Fiscal 2023 compared to ~~$3.49~~$1.22 in the ~~Second~~Third Quarter of Fiscal 2022 reflecting ~~the~~ (1) increased SG&A, (2) decreased gross margin, (3) increased interest expense and ~~(3)~~(4) decreased royalties and other operating income. These decreases were partially offset by (1) higher sales, ~~and gross margin,~~ (2) a decreased effective income tax rate and (3) share repurchases as noted above.

FIRST ~~HALF~~NINE MONTHS OF FISCAL 2023 COMPARED TO FIRST ~~HALF~~NINE MONTHS OF FISCAL 2022

The discussion and tables below compare our statements of operations for the First ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~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 as well as the dollar change and the percentage change as compared to the same period of the prior year. The table also includes net earnings per diluted share and diluted

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weighted average shares outstanding (in thousands), as well as the change and the percentage change for each of these items as compared to the same period of the prior year.


	First Half												First Nine Months
	Fiscal 2023				Fiscal 2022				$ Change		% Change		Fiscal 2023				Fiscal 2022				$ Change		% Change
Net sales	$	840,416	100.0	%	$	716,011	100.0	%	$	124,405	17.4	%	$	1,167,046	100.0	%	$	1,029,044	100.0	%	$	138,002	13.4	%
Cost of goods sold		296,558	35.3	%		257,485	36.0	%		39,073	15.2	%		417,769	35.8	%		372,824	36.2	%		44,945	12.1	%
Gross profit	$	543,858	64.7	%	$	458,526	64.0	%	$	85,332	18.6	%	$	749,277	64.2	%	$	656,220	63.8	%	$	93,057	14.2	%
SG&A		408,380	48.6	%		320,547	44.8	%		87,833	27.4	%		603,202	51.7	%		495,574	48.2	%		107,628	21.7	%
Royalties and other operating income		12,497	1.5	%		13,370	1.9	%		(873)	(6.5)	%		16,360	1.4	%		18,018	1.8	%		(1,658)	(9.2)	%
Operating income	$	147,975	17.6	%	$	151,349	21.1	%	$	(3,374)	(2.2)	%	$	162,435	13.9	%	$	178,664	17.4	%	$	(16,229)	(9.1)	%
Interest expense, net		3,639	0.4	%		516	0.1	%		3,123	605.2	%		4,856	0.4	%		1,214	0.1	%		3,642	300.0	%
Earnings before income taxes	$	144,336	17.2	%	$	150,833	21.1	%	$	(6,497)	(4.3)	%	$	157,579	13.5	%	$	177,450	17.2	%	$	(19,871)	(11.2)	%
Income tax expense		34,345	4.1	%		36,813	5.1	%		(2,468)	(6.7)	%		36,806	3.2	%		43,764	4.3	%		(6,958)	(15.9)	%
Net earnings	$	109,991	13.1	%	$	114,020	15.9	%	$	(4,029)	(3.5)	%	$	120,773	10.3	%	$	133,686	13.0	%	$	(12,913)	(9.7)	%
Net earnings per diluted share	$	6.86			$	6.94			$	(0.08)	(1.2)	%	$	7.57			$	8.19			$	(0.62)	(7.6)	%
Weighted average shares outstanding - diluted		16,025				16,430				(405)	(2.5)	%		15,947				16,333				(386)	(2.4)	%

~~Table of Contents~~

Net Sales


	First Half								First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	484,878	$	472,032	$	12,846	2.7	%	$	655,022	$	650,677	$	4,345	0.7	%
Lilly Pulitzer		188,799		180,710		8,089	4.5	%		265,089		264,763		326	0.1	%
Johnny Was		101,514		—		101,514	100.0	%		150,619		22,661		127,958	NM	%
Emerging Brands		65,571		61,676		3,895	6.3	%		96,726		88,588		8,138	9.2	%
Corporate and Other		(346)		1,593		(1,939)	(121.7)	%		(410)		2,355		(2,765)	(117.4)	%
Consolidated net sales	$	840,416	$	716,011	$	124,405	17.4	%	$	1,167,046	$	1,029,044	$	138,002	13.4	%

Consolidated net sales were ~~$840~~$1,167 million in the First ~~Half~~Nine Months of Fiscal 2023 compared to net sales of ~~$716~~$1,029 million in the First ~~Half~~Nine Months of Fiscal 2022. The ~~17%~~13% increase in net sales included (1) ~~$102~~a $128 million increase in sales for Johnny Was, which was acquired during the Third Quarter of Fiscal 2022, and (2) increases in each operating group.

The increase in net sales by distribution channel consisted of the following:

●

an increase in full-price e-commerce sales of $63 million, or 22%, including (1) a $52 million increase in e-commerce sales in Johnny Was, (2) a $5 million increase in Tommy Bahama and (3) a $6 million increase in Emerging Brands;

●

an increase in full-price retail sales of ~~$35~~$42 million, or ~~14%~~12%, including (1) ~~$36~~a $45 million ofincrease in retail sales in Johnny Was and (2) a $4$5 million increase in Emerging Brands as we opened new retail locations. These increases were partially offset by (1) a $2$7 million decrease in Tommy Bahama and (2) a $1 million decrease in Lilly Pulitzer;

●

an increase in ~~full-price e-commerce~~wholesale sales of ~~$54~~$21 million, or ~~26%~~10%, including (1) ~~$41 million of e-commerce sales in Johnny Was, (2)~~ a $5$28 million increase in ~~Lilly Pulitzer, (3) a $4 million increase in Tommy Bahama and (4) a $4 million increase in Emerging Brands;~~

●

~~an increase in wholesale sales of $22 million, or 14%, including (1) $23 million of~~ wholesale sales in Johnny Was and (2) a $6$2 million increase in Tommy Bahama. These increases were partially offset by (1) a $4$5 million decrease in Lilly Pulitzer and (2) a $3 million decrease in Emerging Brands;

●

an increase in Lilly Pulitzer e-commerce flash clearance sales of $9$6 million, or ~~115%~~17%;

●

an increase in outlet sales of $5 million, or 10%, including (1) a $3 million increase in outlet sales in Johnny Was and (2) a $2 million increase in Tommy Bahama; and

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●

an increase in food and beverage sales of $3 million, or ~~6%; and~~

●

~~an increase in outlet sales of $3 million, or 9%, primarily driven by the addition of Johnny Was.~~3%.


	First Half				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	39	%	41	%	38	%	39	%
E-commerce	33	%	30	%	34	%	31	%
Food & beverage	7	%	8	%	7	%	8	%
Wholesale	21	%	21	%	21	%	21	%
Total	100	%	100	%	100	%	100	%

~~Table of Contents~~

Tommy Bahama:

Tommy Bahama net sales increased ~~$13~~$4 million, or 3%1%, in the First ~~Half~~Nine Months of Fiscal 2023, with an increase in (1) ~~wholesale sales of $6 million, or 8%, (2)~~ e-commerce sales of $5 million, or 4%3%, ~~(3)~~(2) food and beverage sales of $3 million, or 6%3%, (3) wholesale sales of $2 million, or 2%, and (4) outlet sales of $1$2 million, or 3%4%. These increases were partially offset by a decrease in full-price retail sales of $2$7 million, or 1%3%. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:


	First Half				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	45	%	47	%	45	%	46	%
E-commerce	24	%	24	%	23	%	23	%
Food & beverage	13	%	12	%	13	%	12	%
Wholesale	18	%	17	%	19	%	19	%
Total	100	%	100	%	100	%	100	%

Lilly Pulitzer:

Lilly Pulitzer net sales ~~increased $8 million, or 5%,~~ in the First ~~Half of Fiscal 2023. The First Half~~Nine Months of Fiscal 2023 ~~benefited from a larger e-commerce flash clearance sale and a 30% off direct~~were comparable to ~~consumer event. The increase in net sales by distribution channel~~the First Nine Months of Fiscal 2022. Increases included ~~an increase in e-commerce sales of $13 million, or 17%, including increased~~(1) e-commerce flash clearance sales of $9$6 million, or ~~115%~~17%, and (2) increased full-price e-commerce ~~sales of $5 million or 7%. This increase was~~sales. These increases were partially offset by decreased (1) wholesale sales of $4$5 million, or 11% and (2) retail sales of $1 million, or 2%1%. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:


	First Half				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	35	%	37	%	34	%	34	%
E-commerce	49	%	43	%	51	%	49	%
Wholesale	16	%	20	%	15	%	17	%
Total	100	%	100	%	100	%	100	%

3130

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Johnny Was:

Johnny Was net sales were ~~$102~~$151 million during the First ~~Half~~Nine Months of Fiscal 2023. We owned Johnny Was for six out of the thirty-nine weeks of the First Nine Months of Fiscal 2022. The following table presents the proportion of net sales by distribution channel for Johnny Was for each period presented:


	~~First Half~~
	~~Fiscal 2023~~		~~Fiscal 2022~~
~~Retail~~	37	%	—	%
~~E-commerce~~	40	%	—	%
~~Wholesale~~	23	%	—	%
~~Total~~	~~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 $4$8 million, or 6%9%, in the First ~~Half~~Nine Months of Fiscal 2023 with increased sales in ~~each brand.~~all brands. By distribution channel, the $4$8 million increase included increases of (1) $4$6 million, or 17%, in e-commerce and (2) $3$5 million, or ~~73%~~114%, in retail sales as we opened new retail locations. These increases were partially offset by a $3 million, or 8%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 Half				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Retail	10	%	6	%	10	%	5	%
E-commerce	42	%	38	%	42	%	39	%
Wholesale	48	%	56	%	48	%	56	%
Total	100	%	100	%	100	%	100	%

Corporate and Other:

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Gross Profit

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


	First Half								First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	313,536	$	304,139	$	9,397	3.1	%	$	424,730	$	419,781	$	4,949	1.2	%
Lilly Pulitzer		131,395		126,848		4,547	3.6	%		178,489		179,841		(1,352)	(0.8)	%
Johnny Was		69,510		—		69,510	100.0	%		103,285		14,597		88,688	NM	%
Emerging Brands		31,425		30,475		950	3.1	%		48,224		43,901		4,323	9.8	%
Corporate and Other		(2,008)		(2,936)		928	NM	%		(5,451)		(1,900)		(3,551)	NM	%
Consolidated gross profit	$	543,858	$	458,526	$	85,332	18.6	%	$	749,277	$	656,220	$	93,057	14.2	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	2,758	$	3,737					$	6,287	$	3,087
Inventory step-up charge included in Johnny Was									$	—	$	1,376


		~~First Half~~

~~Table of Contents~~


					First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Tommy Bahama	64.7	%	64.4	%	64.8	%	64.5	%
Lilly Pulitzer	69.6	%	70.2	%	67.3	%	67.9	%
Johnny Was	68.5	%	—	%	68.6	%	64.4	%
Emerging Brands	47.9	%	49.4	%	49.9	%	49.6	%
Corporate and Other	NM	%	NM	%	NM	%	NM	%
Consolidated gross margin	64.7	%	64.0	%	64.2	%	63.8	%

The increased gross profit of ~~19%~~14% was primarily due to the ~~17%~~13% increase in net sales as well as increased consolidated gross margin. The higher gross margin included (1) the ~~68.5%~~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) athe lack of the $1 million ~~lower LIFO accounting~~inventory step up charge in cost of goods sold related to the ~~Second Quarter~~Johnny Was acquisition in the First Nine Months of Fiscal ~~2023 compared to the Second Quarter of Fiscal 2022.~~2022. These increases were partially offset by (1) increased e-commerce flash clearance sales in Lilly Pulitzer, ~~and~~ (2) increased sales during the loyalty award, Flip Side marketing, and end of season clearance events in Tommy ~~Bahama.~~Bahama and (3) $3 million in higher LIFO 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 and (3) increased food and beverage gross~~ margins. These increases were partially offset by increased sales during the loyalty award, Flip Side marketing, and end of season clearance events in Tommy Bahama.

Lilly Pulitzer:

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

Johnny Was:

Gross margin for the First ~~Half~~Nine Months of Fiscal 2023 was ~~68.5%~~68.6%.

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Emerging Brands:

The ~~lower~~higher gross margin for Emerging Brands was primarily due to a change in sales mix with direct to consumer sales representing a greater 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. This decrease was partially offset by a change in sales mix with direct to consumer sales representing a greater proportion of net~~ sales.

Corporate and Other:

The gross profit in Corporate and Other primarily reflects the impact of LIFO accounting adjustments, which was a charge of $6 million and $3 million ~~charge~~ in the First ~~Half~~Nine Months of Fiscal 2023 and ~~$4 million in~~ the First ~~Half~~Nine Months of Fiscal 2022, respectively, and the gross profit of 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 (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.

~~Table of Contents~~

SG&A


	First Half										First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
SG&A	$	408,380		$	320,547		$	87,833	27.4	%	$	603,202		$	495,574		$	107,628	21.7	%
SG&A (as a % of net sales)		48.6	%		44.8	%						51.7	%		48.2	%
Notable items included in amounts above:
Amortization of Johnny Was intangible assets	$	6,926		$	—						$	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 ~~$408~~$603 million in the First ~~Half~~Nine Months of Fiscal 2023 compared to ~~$321~~$496 million in the First ~~Half~~Nine Months of Fiscal 2022, with approximately ~~$63~~$82 million, or ~~72%~~76%, of the increase due to the SG&A of Johnny Was. The ~~27%~~22% increase in total SG&A in the First ~~Half~~Nine Months of Fiscal 2023 included the following, each of which includes the SG&A of Johnny Was: (1) increased employment costs of ~~$25~~$35 million, primarily due to increased head count, pay rate increases and other employment cost increases, including in our direct to consumer and distribution center operations partially offset by lower incentive compensation amounts, (2) ~~an $18~~a $22 million increase in advertising expense, (3) a ~~$12~~$15 million increase in occupancy expenses, (4) a ~~$12~~$14 million increase in variable expenses related to higher sales, including credit card transaction fees, supplies, commissions, royalties and other expenses, (5) a ~~$11~~$9 million increase in amortization of intangible assets primarily due to the acquisition of Johnny Was in the Third Quarter of Fiscal 2022, (6) a $7 million increase in administrative expenses including professional fees, travel and other items ~~(6) a $7 million increase in amortization of intangible assets~~ and (7) a $2$4 million increase in depreciation expense.

Royalties and other operating income


	First Half								First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Royalties and other operating income	$	12,497	$	13,370	$	(873)	(6.5)	%	$	16,360	$	18,018	$	(1,658)	(9.2)	%
Notable items included in amounts above:
Gain on sale of Merida manufacturing facility	$	(1,756)	$	—					$	(1,756)	$	—

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 First ~~Half~~Nine Months of Fiscal 2023 was primarily due to decreased royalty income in Tommy Bahama reflecting the lower sales of our licensing partners. This decrease was partially offset by a $2 million gain recorded in the First ~~Half~~Nine Months of Fiscal 2023 on the sale of the

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

Operating income (loss)


	First Half								First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Tommy Bahama	$	106,558	$	111,524	$	(4,966)	(4.5)	%	$	118,655	$	130,508	$	(11,853)	(9.1)	%
Lilly Pulitzer		43,082		47,670		(4,588)	(9.6)	%		49,851		60,358		(10,507)	(17.4)	%
Johnny Was		6,331		—		6,331	100.0	%		7,266		117		7,149	NM	%
Emerging Brands		6,941		11,727		(4,786)	(40.8)	%		10,650		15,456		(4,806)	(31.1)	%
Corporate and Other		(14,937)		(19,572)		4,635	NM	%		(23,987)		(27,775)		3,788	NM	%
Consolidated operating income	$	147,975	$	151,349	$	(3,374)	(2.2)	%	$	162,435	$	178,664	$	(16,229)	(9.1)	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	2,758	$	3,737					$	6,287	$	3,087
Inventory step-up charge included in Johnny Was									$	—	$	1,376
Amortization of Johnny Was intangible assets	$	6,926	$	—					$	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)	$	—					$	(1,756)	$	—

Operating income was ~~$148~~$162 million in the First ~~Half~~Nine Months of Fiscal 2023 compared to ~~$151~~$179 million in the First ~~Half~~Nine Months of Fiscal 2022. The decreased operating income included lower operating income in Tommy Bahama, Lilly Pulitzer and Emerging Brands. These decreases were partially offset by (1) the operating income of Johnny Was and (2) a lower operating loss in Corporate and Other.

~~Table of Contents~~

Tommy Bahama:


	First Half										First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	484,878		$	472,032		$	12,846	2.7	%	$	655,022		$	650,677		$	4,345	0.7	%
Gross profit	$	313,536		$	304,139		$	9,397	3.1	%	$	424,730		$	419,781		$	4,949	1.2	%
Gross margin		64.7	%		64.4	%						64.8	%		64.5	%
Operating income	$	106,558		$	111,524		$	(4,966)	(4.5)	%	$	118,655		$	130,508		$	(11,853)	(9.1)	%
Operating income as % of net sales		22.0	%		23.6	%						18.1	%		20.1	%

The decreased operating income for Tommy Bahama was primarily due to (1) increased SG&A and (2) lower royalty income. These decreases were partially offset by higher sales and gross margin. The increased SG&A was primarily due to (1) $6$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.

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Lilly Pulitzer:


	First Half										First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	188,799		$	180,710		$	8,089	4.5	%	$	265,089		$	264,763		$	326	0.1	%
Gross profit	$	131,395		$	126,848		$	4,547	3.6	%	$	178,489		$	179,841		$	(1,352)	(0.8)	%
Gross margin		69.6	%		70.2	%						67.3	%		67.9	%
Operating income	$	43,082		$	47,670		$	(4,588)	(9.6)	%	$	49,851		$	60,358		$	(10,507)	(17.4)	%
Operating income as % of net sales		22.8	%		26.4	%						18.8	%		22.8	%

The decreased operating income for Lilly Pulitzer was due to (1) increased SG&A and (2) lower gross ~~margin, partially offset by higher sales.~~margin. The increased SG&A was primarily due to (1) $3$2 million in increased advertising expense, (2) a $2 ~~million increase in administrative expenses including professional fees, travel and other items, (3) $1~~ million of increased employment costs, ~~(4) $1~~(3) $2 million of increased variable expenses and ~~(5) $1~~(4) $2 million of increased depreciation.

Johnny Was:


	First Half										First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
Net sales	$	101,514		$	—		$	101,514	100.0	%	$	150,619		$	22,661		$	127,958	NM	%
Gross profit	$	69,510		$	—		$	69,510	100.0	%	$	103,285		$	14,597		$	88,688	NM	%
Gross margin		68.5	%		—	%						68.6	%		64.4	%
Operating income	$	6,331		$	—		$	6,331	100.0	%	$	7,266		$	117		$	7,149	NM	%
Operating income as % of net sales		6.2	%		—	%						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	$	6,926		$	—						$	10,389		$	1,641

Operating income for the First ~~Half~~Nine Months of Fiscal 2023 represents the acquired operations of Johnny Was that were negatively impacted by (1) $7$10 million of amortization of intangible assets and (2) $1 million of costs associated with the implementation of a new e-commerce platform.

Emerging Brands:

First Half



Fiscal 2023

Fiscal 2022

$ Change

% Change

Net sales

$
65,571

$
61,676

$
3,895

6.3
%
Gross profit

$
31,425

$
30,475

$
950

3.1
%
Gross margin

47.9
%

49.4
%



Operating income

$
6,941

$
11,727

$
(4,786)

(40.8)
%
Operating income as % of net sales

10.6
%

19.0
%

~~Table of Contents~~


	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 and lower gross margin,~~&A. This decrease was partially offset by (1) higher ~~sales.~~sales and (2) higher 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.

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Corporate and Other:


	First Half								First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Net sales	$	(346)	$	1,593	$	(1,939)	(121.7)	%	$	(410)	$	2,355	$	(2,765)	(117.4)	%
Gross profit	$	(2,008)	$	(2,936)	$	928	NM	%	$	(5,451)	$	(1,900)	$	(3,551)	NM	%
Operating loss	$	(14,937)	$	(19,572)	$	4,635	NM	%	$	(23,987)	$	(27,775)	$	3,788	NM	%
Notable items included in amounts above:
LIFO adjustments in Corporate and Other	$	2,758	$	3,737					$	6,287	$	3,087
Transaction expenses and integration costs associated with the Johnny Was acquisition									$	—	$	2,783
Gain on sale of Merida manufacturing facility	$	(1,756)	$	—					$	(1,756)	$	—

The improved operating results in Corporate and Other were primarily a result of (1) decreased SG&A, including decreased incentive compensation amounts and (2) a $2 million gain on the sale of the Merida manufacturing facility in ~~Mexico, (2) decreased SG&A, including decreased incentive compensation amounts~~Mexico. The First Nine Months of Fiscal 2022 also included $3 million of transaction expenses and ~~(3)~~integration costs associated with the Johnny Was acquisition. These increases were partially offset by a ~~lower~~higher net LIFO accounting charge in the First ~~Half~~Nine Months of Fiscal ~~2023.~~2023 relative to the First Nine Months of Fiscal 2022.

Interest expense, net


	First Half								First Nine Months
	Fiscal 2023		Fiscal 2022		$ Change		% Change		Fiscal 2023		Fiscal 2022		$ Change		% Change
Interest expense, net	$	3,639	$	516	$	3,123	605.2	%	$	4,856	$	1,214	$	3,642	300.0	%

The higher interest expense in the First ~~Half~~Nine Months of Fiscal 2023 was primarily due to a higher average outstanding debt balance during the First Nine Months of Fiscal 2023 than the First Nine Months of Fiscal 2022. We utilized debt to fund a portion of the ~~acquisition of~~ Johnny Was ~~while there~~acquisition on September 19, 2022. There was no debt outstanding in ~~the First Half of Fiscal 2022. The interest expense for the First Half of~~ Fiscal 2022 ~~primarily consisted~~prior to the acquisition of ~~unused line fees and amortization of deferred financing fees associated with the Prior Credit Agreement.~~Johnny Was.

Income tax


	First Half										First Nine Months
	Fiscal 2023			Fiscal 2022			$ Change		% Change		Fiscal 2023			Fiscal 2022			$ Change		% Change
Income tax expense	$	34,345		$	36,813		$	(2,468)	(6.7)	%	$	36,806		$	43,764		$	(6,958)	(15.9)	%
Effective tax rate		23.8	%		24.4	%						23.4	%		24.7	%

Both the First ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~Nine Months of Fiscal 2022 benefited from the net favorable impact of certain items that resulted in a lower effective tax rate than the more typical annual effective tax rate of approximately 25%.

The income tax expense in the First ~~Half~~Nine Months of Fiscal 2023 included the benefit of the vesting of restricted stock awards at a price higher than the grant date fair value and ~~certain other items.~~the favorable utilization of research and development tax credits and adjustments to the US taxation on foreign earnings. The First ~~Half~~Nine Months of Fiscal 2022 benefited from the utilization of certain net operating loss carryforward amounts in certain state and foreign jurisdictions and certain other items.

~~Net earnings~~

First Half


Fiscal 2023

Fiscal 2022
Net sales

$
840,416

$
716,011
Operating income

$
147,975

$
151,349
Net earnings

$
109,991

$
114,020
Net earnings per diluted share

$
6.86

$
6.94

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~~Weighted average shares outstanding - diluted~~

~~16,025~~

~~16,430~~

Net earnings


	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 per diluted share were ~~$6.86~~$7.57 in the First ~~Half~~Nine Months of Fiscal 2023 compared to ~~$6.94~~$8.19 in the First ~~Half~~Nine Months of Fiscal 2022 reflecting the (1) increased SG&A, (2) increased interest expense and (3) decreased royalties and other operating ~~other~~ income. These decreases were partially offset by (1) higher sales and gross margin, (2) a decreased effective income tax rate and (3) share repurchases as 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, Johnny Was, Southern Tide, TBBC and Duck Head lifestyle 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 our branded apparel products from third party 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 interest. Additionally, we use our cash to fund capital expenditures and other investing activities, dividends, share repurchases and repayment of indebtedness, if any. In the ordinary course of business, we maintain certain levels of inventory, extend credit to our wholesale customers and pay our operating expenses. Thus, we require a certain amount of ongoing working capital to operate our business. Our 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 $325 million Revolving Credit Agreement, subject to its terms, which is described below.

Working Capital


	July 29,		January 28,		July 30,		January 29,		October 28,		January 28,		October 29,		January 29,
($ in thousands)	2023		2023		2022		2022		2023		2023		2022		2022
Total current assets	$	282,380	$	330,463	$	421,248	$	400,335	$	291,379	$	330,463	$	299,495	$	400,335
Total current liabilities	$	232,561	$	269,639	$	222,640	$	226,166	$	212,512	$	269,639	$	230,395	$	226,166
Working capital	$	49,819	$	60,824	$	198,608	$	174,169	$	78,867	$	60,824	$	69,100	$	174,169
Working capital ratio		1.21		1.23		1.89		1.77		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 ~~July 29,~~October 28, 2023, decreased from ~~July 30,~~October 29, 2022 primarily due to ~~the decrease in cash and cash equivalents and short-term investments, which was used to fund a portion~~(1) decreased inventories of the Johnny Was acquisition purchase price, partially offset by increased inventories, receivables, and prepaid expenses and other current assets, primarily due to the assets related to Johnny Was. Current liabilities as of July 29, 2023 increased from July 30, 2022 primarily due to the current liabilities associated with Johnny Was, partially offset by lower accrued incentive compensation and accrued taxes. Changes in current assets and current liabilities are discussed below.$14 million, (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 prepaid expenses and other current assets of $16 million. Current liabilities as of October 28, 2023 decreased from October 29, 2022 primarily due to (1) decreased accrued incentive compensation of $14 million and (2) decreased accounts payable of $4 million.

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 as of ~~July 29,~~October 28, 2023 as compared to ~~July 30,~~October 29, 2022.

Current Assets:


	July 29,		January 28,		July 30,		January 29,		October 28,		January 28,		October 29,		January 29,
	2023		2023		2022		2022		2023		2023		2022		2022
Cash and cash equivalents	$	7,790	$	8,826	$	31,269	$	44,859	$	7,879	$	8,826	$	14,976	$	44,859
Short-term investments		—		—		154,754		164,890		—		—		—		164,890
Receivables, net		55,583		43,986		48,691		31,588		60,101		43,986		62,230		31,588
Inventories, net		161,866		220,138		135,483		117,709		157,524		220,138		171,639		117,709
Income tax receivable		19,401		19,440		19,743		19,728		19,454		19,440		19,740		19,728
Prepaid expenses and other current assets		37,740		38,073		31,308		21,561		46,421		38,073		30,910		21,561
Total current assets	$	282,380	$	330,463	$	421,248	$	400,335	$	291,379	$	330,463	$	299,495	$	400,335

Cash and cash equivalents ~~and short-term investments~~ were $8 million as of ~~July 29,~~October 28, 2023, compared to ~~$186~~$15 million as of ~~July 30,~~October 29, 2022. The ~~decrease in~~ cash and cash equivalents ~~and short-term investments~~balance as of October 28, 2023 represents typical cash amounts maintained on an ongoing basis in our operations, which generally ranges from ~~July 30, 2022 was due~~$5 million to ~~the use of~~$10 million at any given time. Any excess cash is generally used to repay amounts outstanding under our U.S. Revolving Credit Agreement. The cash and ~~short-term investments to fund a portion~~cash equivalents balance as of October 29, 2022 included cash balances acquired during the acquisition of Johnny Was ~~acquisition purchase price, with the remainder funded via borrowings pursuant to our Revolving Credit Agreement.~~on September 19, 2022.

The ~~increased~~decreased receivables, net as of ~~July 29,~~October 28, 2023, ~~included $9 million of receivables associated with Johnny Was partially offset by decreases in receivables of our other brands~~was primarily due to lower wholesale ~~sales.~~trade receivables primarily resulting from lower wholesale sales in Tommy Bahama and Lilly Pulitzer in the Third Quarter of Fiscal 2023.

Inventories, net, included a ~~$76~~$79 million and ~~$74~~$75 million LIFO reserve as of ~~July 29,~~October 28, 2023, and ~~July 30,~~October 29, 2022, respectively. ~~The increased inventories, net as of July 29, 2023 included inventories of $18 million associated with Johnny Was. The increase~~Inventories decreased in ~~inventories of our other brands included (1)~~all operating groups primarily due to continuing initiatives to focus on closely managing inventory purchases and reducing on-hand inventory levels. We believe that inventory levels in all operating groups are appropriate to support anticipated sales ~~growth in each of our brands, (2) higher levels of core product and (3) increased product costs.~~plans.

The increase in prepaid expenses and other current assets as of ~~July 29,~~October 28, 2023 was primarily due to an increase in prepaid ~~expenses and other current assets associated with Johnny Was.~~taxes resulting from the timing of tax payments.

Non-current Assets:


	July 29,		January 28,		July 30,		January 29,		October 28,		January 28,		October 29,		January 29,
	2023		2023		2022		2022		2023		2023		2022		2022
Property and equipment, net	$	188,004	$	177,584	$	150,887	$	152,447	$	188,686	$	177,584	$	173,391	$	152,447
Intangible assets, net		277,114		283,845		154,853		155,307		273,444		283,845		287,626		155,307
Goodwill		123,079		120,498		23,861		23,869		124,230		120,498		116,268		23,869
Operating lease assets		241,452		240,690		179,217		195,100		246,399		240,690		237,078		195,100
Other assets, net		37,829		35,585		27,136		30,584		38,018		35,585		26,459		30,584
Total non-current assets	$	867,478	$	858,202	$	535,954	$	557,307	$	870,777	$	858,202	$	840,822	$	557,307

Property and equipment, net as of ~~July 29,~~October 28, 2023, increased primarily due to the capital expenditures exceeding depreciation during the 12 months ended October 28, 2023.

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Intangible assets, net as of October 28, 2023, decreased primarily due to the amortization of intangible assets acquired in the acquisition of 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, 2023, increased primarily due to the addition of ~~$20 million~~new leased locations, or the extension of ~~property and equipment associated with Johnny Was. The additional increase was due~~existing leased locations, exceeding the recognition of amortization related to ~~capital expenditures exceeding depreciation since July 30, 2022.~~

Intangible assets, net and goodwill as of July 29, 2023, increased primarily due to the $135 million of intangible assets, less accumulated amortization, and $98 million of goodwill associated with the acquisition of Johnny Was.

Operating lease assets as of July 29, 2023, increased primarily due to the operating lease assets associated with Johnny Was of $55 million and additional increases in operating lease assets associated with new or extendedexisting operating leases ~~in our other businesses.~~and the termination or reduced term of certain operating leases. The increase in other assets, net as of ~~July 29,~~October 28, 2023, was primarily due to an increase in equity investments in unconsolidated entities including the $8 million investment in Fiscal 2022 in the entity that owns the Tommy Bahama resort.

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Liabilities:


	July 29,		January 28,		July 30,		January 29,		October 28,		January 28,		October 29,		January 29,
	2023		2023		2022		2022		2023		2023		2022		2022
Total current liabilities	$	232,561	$	269,639	$	222,640	$	226,166	$	212,512	$	269,639	$	230,395	$	226,166
Long-term debt		48,472		119,011		—		—		66,219		119,011		130,449		—
Non-current portion of operating lease liabilities		219,207		220,709		180,092		199,488		226,238		220,709		225,921		199,488
Other non-current liabilities		20,402		20,055		19,200		21,413		20,675		20,055		18,058		21,413
Deferred income taxes		4,587		2,981		1,254		2,911		9,399		2,981		2,455		2,911
Total liabilities	$	525,229	$	632,395	$	423,186	$	449,978	$	535,043	$	632,395	$	607,278	$	449,978

Current liabilities ~~increased~~decreased as of ~~July 29,~~October 28, 2023 primarily due to ~~current liabilities of $27 million associated with Johnny Was. This increase was partially offset by lower~~decreases in accrued incentive compensation ~~amounts~~ and ~~lower accrued income taxes.~~

~~The long-term debt of $48 million as of July 29, 2023,~~decreases in accounts payable, which was primarily due to ~~borrowing certain amounts~~decreased payables associated with lower inventory in transit. The reduction in long-term debt was the result of continuing initiatives to ~~fund a portion of the acquisition of Johnny Was. The non-current portion of operating lease liabilities~~pay down our long-term debt balance. Deferred income taxes increased as of ~~July 29,~~October 28, 2023 ~~increased primarily~~ due to ~~the addition of $47 million of operating~~timing differences related to property and equipment and lease ~~liability amounts associated with Johnny Was partially offset by the net impact of the payment of operating lease liabilities and reductions in~~related liabilities.

Statement of Cash Flows

The following table sets forth the net cash flows for the First ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~Nine Months of Fiscal 2022 (in thousands):


	First Half				First Nine Months
	Fiscal 2023		Fiscal 2022		Fiscal 2023		Fiscal 2022
Cash provided by operating activities	$	152,500	$	90,629	$	169,398	$	86,255
Cash used in investing activities		(32,638)		(9,796)		(55,724)		(129,700)
Cash used in financing activities		(120,881)		(94,803)
Cash used in (provided by) financing activities						(114,416)		13,160
Net change in cash and cash equivalents	$	(1,019)	$	(13,970)	$	(742)	$	(30,285)

Cash and cash equivalents and short-term investments, in the aggregate, were $8 million and $186 million as of July 29, 2023, and July 30, 2022, respectively. The decrease in cash and cash equivalents and short-term investments from July 30, 2022, was due to the use of cash and short-term investments to fund the acquisition of Johnny Was, with the remainder of the purchase price funded through borrowings pursuant to our Revolving Credit Agreement. Changes in cash flows in the First ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~Nine Months of Fiscal 2022 related to operating activities, investing activities and financing activities are discussed below.

Operating Activities:

In the First ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~Nine Months of Fiscal 2022, operating activities provided ~~$153~~$169 million and ~~$91~~$86 million of cash, respectively. The cash flow from operating activities for each period primarily consisted of net earnings for the relevant period adjusted, as applicable, for non-cash activities including depreciation, amortization 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 operating assets and liabilities.

In the First ~~Half~~Nine Months of Fiscal 2023, the net change in operating assets and liabilities was primarily due to a decrease in inventories that increased cash flow from operations, partially offset by a decrease in current liabilities and an increase in receivables that decreased cash flow from operations. In the First ~~Half~~Nine Months of Fiscal 2022, the net change in operating assets and liabilities was primarily due to an increase in inventories and receivables and ~~prepaid expenses~~a decrease in current liabilities that decreased cash flow from operations.

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Investing Activities:

In the First ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~Nine Months of Fiscal 2022, investing activities used ~~$33~~$56 million and ~~$10~~$130 million of cash, respectively. On an ongoing basis, our cash flow used in investing activities primarily consists of our capital expenditures, which totaled ~~$31~~$54 million and ~~$20~~$32 million in the First ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~Nine Months of Fiscal 2022, respectively. In addition to our capital expenditures in the First ~~Half~~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. InDuring the First ~~Half~~Nine Months of Fiscal 2022, we paid $264 million for the September 19, 2022 acquisition of Johnny Was and also converted ~~$10~~$165 million of short-term investments into cash to ~~cash based on our short-term cash needs.~~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 expenditure investments in (1) direct to consumer operations, including opening, relocating and remodeling locations, ~~and~~(2) facilities enhancements for distribution centers and offices and ~~(2)~~(3) information technology initiatives, including e-commerce capabilities.

Financing Activities:

In the First ~~Half~~Nine Months of Fiscal 2023 and the First ~~Half~~Nine Months of Fiscal 2022, financing activities used ~~$121~~$114 million and ~~$95~~provided $13 million of cash, respectively. In the First ~~Half~~Nine Months of Fiscal 2023, we repurchased ~~$29~~$30 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,~~liabilities; paid ~~$21~~$31 million of ~~dividends~~dividends; and paid $2 million in deferred financing costs associated with the amendment of the Revolving Credit Agreement. In the First ~~Half~~Nine Months of Fiscal 2022, we repurchased ~~$76~~$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 ~~$18~~$27 million of ~~dividends~~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 ~~$71~~$53 million of long-term debt in the First ~~Half~~Nine Months of Fiscal 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

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 lifestyle brands, direct to consumer initiatives and information technology projects, (3) additional cash flow to repay outstanding debt and (4) sufficient cash for other strategic initiatives.

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.

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 ~~Second Half~~Fourth Quarter of Fiscal 2023 following the reduction of long-term debt by ~~$71~~$53 million in the First ~~Half~~Nine Months of Fiscal 2023. Further, we continue to assess, and may possibly make changes to, our capital structure, which we may achieve by borrowing from additional credit facilities, selling debt or equity securities or repurchasing

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additional shares of our stock in the future. Changes in our capital structure, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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$325 Million Revolving Credit Agreement

On March 6, 2023, we amended the Revolving Credit Agreement to, among other things, mature in March 2028. As of ~~July 29,~~October 28, 2023, we had borrowings of ~~$48~~$66 million, issued standby letters of credit of $6 million, and availability of ~~$266~~$253 million under the Revolving Credit Agreement.

The 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 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 a 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 ~~July 29,~~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 ~~July 29,~~October 28, 2023, we were compliant with all applicable covenants related to the Revolving Credit Agreement.

Operating Lease Commitments:

Refer to Note 4 in our unaudited condensed consolidated financial statements included in this report for additional information about our operating lease commitments as of ~~July 29,~~October 28, 2023.

Dividends:

On ~~August 30,~~December 4, 2023, our Board of Directors approved a cash dividend of $0.65 per share payable on ~~October 27, 2023~~February 2, 2024 to shareholders of record as of the close of business on ~~October 13, 2023.~~January 19, 2024. Although we have paid dividends each

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quarter since we became a public company in July 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 credit facility, other debt instruments or

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applicable law limit our ability to pay dividends. We may borrow to fund dividends or repurchase shares in the short term subject to the terms and conditions of our credit facility, other debt instruments and applicable law. All cash flow from operations will not be paid out as dividends.

Capital Expenditures:

Our anticipated capital expenditures for Fiscal 2023, including the ~~$31~~$54 million incurred in the First ~~Half~~Nine Months of Fiscal 2023, are expected to be approximately ~~$90~~$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 one-half of the 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 ~~July 29,~~October 28, 2023 except for the decreased debt outstanding, as discussed above, have not changed materially from the contractual obligations outstanding at January 28, 2023, as disclosed in our Fiscal 2022 Form 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 or guarantees with respect to any unconsolidated subsidiaries or special purpose entities.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP 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. 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 Fiscal 2022 Form 10-K. There have not been any significant changes to our critical accounting policies and estimates during the First ~~Half~~Nine Months of Fiscal 2023. A detailed summary of significant accounting policies is included in Note 1 to our consolidated financial statements contained in our Fiscal 2022 Form 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. As a result, our quarterly operating results and working capital requirements fluctuate significantly from quarter to quarter. Typically, the 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

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fiscal year). Thus, our third quarter historically has had the lowest net sales and net earnings compared to other quarters. Further, the 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 our operations may vary from one year to the next. Therefore, due to the potential impact of these items, we do not believe that net sales or operating income in the First ~~Half~~Nine Months of Fiscal 2023 is indicative of the expected proportion of amounts by quarter for 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 Fiscal 2022 Form 10-K. There have not been any material changes in our exposure to these risks during the First ~~Half~~Nine Months of Fiscal 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act during the ~~Second~~Third Quarter of Fiscal 2023 that 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, importing or exporting regulations, product safety requirements, taxation 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 Fiscal 2022 Form 10-K, 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 may also adversely affect our business. The risks described in our Fiscal 2022 Form 10-K are not the only risks facing our company.

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

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

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


				Total Number of	Dollar Value				Total Number of	Dollar Value
				Shares	(000s) of Shares				Shares	(000s) of Shares
		Average		Purchased as	That May Yet be		Average		Purchased as	That May Yet be
	Total Number	Price		Part of Publicly	Purchased Under	Total Number	Price		Part of Publicly	Purchased Under
	of Shares	Paid per		Announced Plans	the Plans or	of Shares	Paid per		Announced Plans	the Plans or
Fiscal Month	Purchased	Share		or Programs	Programs	Purchased	Share		or Programs	Programs
May (4/30/23 - 5/27/23)	47,034	$	105.12	47,034	$ 45,056
June (5/28/23 - 7/1/23)	84,228	$	99.36	84,228	$ 36,687
July (7/2/23 - 7/29/23)	147,719	$	105.44	147,719	$ 31,052
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	278,981	$	103.55	278,981	$ 31,052	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, under which~~stock. During the Second Quarter of Fiscal 2023 and the Third Quarter of Fiscal 2023, we repurchased 186,000 and 10,000 shares, respectively, of our common stock for $19 million ~~during the Second Quarter of Fiscal 2023.~~and $1 million, respectively. After considering the repurchases during the ~~Second~~Third Quarter of Fiscal 2023, there was ~~$1 million~~no amount remaining under the open market repurchase program and ~~$31~~$30 million remaining under the Board of Directors’ authorization as of ~~July 29, 2023.~~

~~Subsequent to July 29, 2023, we repurchased an additional 10,000 shares of our common stock for $1 million that completed the open market repurchase program as of August 31,~~October 28, 2023.

Also, we have certain stock incentive plans as described in Note 8 to our consolidated financial statements included in our Fiscal 2022 Form 10-K, 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 the Second Quarter of Fiscal 2023, we~~We repurchased $10 million of shares from employees ~~which are included~~during the Second Quarter of Fiscal 2023, with no such repurchases of shares from employees in the ~~table above.~~Third Quarter of Fiscal 2023.

ITEM 5. OTHER INFORMATION

During the ~~Second~~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.

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ITEM 6. EXHIBITS


3.1		Restated Articles of Incorporation of Oxford Industries, Inc. (filed as Exhibit 3.1 to the Company’s Form 10-Q for the fiscal quarter ended July 29, 2017)
3.2		Bylaws of Oxford Industries, Inc., as amended (filed as Exhibit 3.2 to the Company’s Form 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 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.


~~September 1,~~December 7, 2023	OXFORD INDUSTRIES, INC.

	(Registrant)

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


	First Half 2022
	Net Sales		Retail		E‑commerce		Food & Beverage		Wholesale		Other
Tommy Bahama	$	472,032	47	%	24	%	12	%	17	%	—	%
Lilly Pulitzer		180,710	37	%	43	%	—	%	20	%	—	%
Johnny Was ⁽¹⁾		—	—	%	—	%	—	%	—	%	—	%
Emerging Brands		61,676	6	%	38	%	—	%	56	%	—	%
Corporate and Other		1,593	—	%	—	%	—	%	—	%	NM	%
Consolidated net sales	$	716,011	41	%	30	%	8	%	21	%	—	%