Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jul. 30, 2016 | Aug. 26, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | OXFORD INDUSTRIES INC | |
Entity Central Index Key | 75,288 | |
Current Fiscal Year End Date | --01-28 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jul. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 16,769,408 | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 |
Current Assets | |||
Cash and cash equivalents | $ 8,192 | $ 6,323 | $ 13,661 |
Receivables, net | 61,081 | 59,065 | 57,108 |
Inventories, net | 133,662 | 129,136 | 104,786 |
Prepaid expenses | 22,917 | 22,272 | 22,163 |
Assets related to discontinued operations, net | 0 | 0 | 49 |
Total Current Assets | 225,852 | 216,796 | 197,767 |
Property and equipment, net | 190,195 | 184,094 | 170,283 |
Intangible assets, net | 186,565 | 143,738 | 145,010 |
Goodwill | 50,911 | 17,223 | 17,254 |
Other non-current assets, net | 23,041 | 20,839 | 22,753 |
Total Assets | 676,564 | 582,690 | 553,067 |
Current Liabilities | |||
Accounts payable | 58,957 | 68,306 | 48,337 |
Accrued compensation | 20,689 | 30,063 | 30,538 |
Income tax payable | 3,994 | 1,470 | 5,016 |
Other accrued expenses and liabilities | 28,969 | 26,666 | 26,780 |
Liabilities related to discontinued operations | 0 | 2,394 | 6,868 |
Total Current Liabilities | 112,609 | 128,899 | 117,539 |
Long-term debt | 105,941 | 43,975 | 45,000 |
Other non-current liabilities | 68,529 | 67,188 | 63,420 |
Deferred taxes | 12,620 | 3,657 | 2,452 |
Liabilities related to discontinued operations | 3,469 | 4,571 | 0 |
Commitments and contingencies | |||
Shareholders’ Equity | |||
Common stock, $1.00 par value per share | 16,769 | 16,601 | 16,584 |
Additional paid-in capital | 127,595 | 125,477 | 122,063 |
Retained earnings | 234,142 | 199,151 | 192,153 |
Accumulated other comprehensive loss | (5,110) | (6,829) | (6,144) |
Total Shareholders’ Equity | 373,396 | 334,400 | 324,656 |
Total Liabilities and Shareholders’ Equity | $ 676,564 | $ 582,690 | $ 553,067 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 1 | $ 1 | $ 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Jul. 30, 2016 | Aug. 01, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 282,996 | $ 250,689 | $ 539,231 | $ 511,084 |
Cost of goods sold | 117,290 | 99,603 | 221,393 | 205,605 |
Gross profit | 165,706 | 151,086 | 317,838 | 305,479 |
SG&A | 130,348 | 119,963 | 254,514 | 242,643 |
Royalties and other operating income | 3,332 | 3,623 | 7,372 | 7,393 |
Operating income | 38,690 | 34,746 | 70,696 | 70,229 |
Interest expense, net | 1,177 | 737 | 1,791 | 1,512 |
Earnings from continuing operations before income taxes | 37,513 | 34,009 | 68,905 | 68,717 |
Income taxes | 13,638 | 12,959 | 24,853 | 26,344 |
Net earnings from continuing operations | 23,875 | 21,050 | 44,052 | 42,373 |
Loss from discontinued operations, net of taxes | 0 | (23,070) | 0 | (27,138) |
Net earnings (loss) | $ 23,875 | $ (2,020) | $ 44,052 | $ 15,235 |
Net earnings from continuing operations per share: | ||||
Basic (in dollars per share) | $ 1.45 | $ 1.28 | $ 2.67 | $ 2.58 |
Diluted (in dollars per share) | 1.44 | 1.27 | 2.65 | 2.56 |
Loss from discontinued operations, net of taxes, per share: | ||||
Basic (in dollars per share) | 0 | (1.40) | 0 | (1.65) |
Diluted (in dollars per share) | 0 | (1.39) | 0 | (1.64) |
Net earnings (loss) per share: | ||||
Basic (in dollars per share) | 1.45 | (0.12) | 2.67 | 0.93 |
Diluted (in dollars per share) | $ 1.44 | $ (0.12) | $ 2.65 | $ 0.92 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 16,515 | 16,451 | 16,509 | 16,448 |
Diluted (in shares) | 16,623 | 16,547 | 16,620 | 16,536 |
Dividends declared per common share (in dollars per share) | $ 0.27 | $ 0.25 | $ 0.54 | $ 0.50 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Jul. 30, 2016 | Aug. 01, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ 23,875 | $ (2,020) | $ 44,052 | $ 15,235 |
Other comprehensive income, net of taxes: | ||||
Foreign currency translation (loss) gain | (261) | 23,520 | 1,719 | 24,756 |
Net unrealized loss on cash flow hedges | 0 | (354) | 0 | (746) |
Total other comprehensive (loss) income, net of taxes | (261) | 23,166 | 1,719 | 24,010 |
Comprehensive income | $ 23,614 | $ 21,146 | $ 45,771 | $ 39,245 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Cash Flows From Operating Activities: | ||
Net earnings (loss) | $ 44,052 | $ 15,235 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation | 19,278 | 16,818 |
Amortization of intangible assets | 1,120 | 1,013 |
Equity compensation expense | 3,477 | 2,458 |
Amortization of deferred financing costs | 480 | 192 |
Loss on sale of discontinued operations | 0 | 20,437 |
Deferred income taxes | 4,985 | (1,413) |
Changes in working capital, net of acquisitions and dispositions: | ||
Receivables, net | 5,370 | 13,505 |
Inventories, net | 12,985 | 16,638 |
Prepaid expenses | 144 | (2,533) |
Current liabilities | (18,475) | (15,733) |
Other non-current assets, net | (714) | (790) |
Other non-current liabilities | 173 | 6,904 |
Net cash provided by operating activities | 72,875 | 72,731 |
Cash Flows From Investing Activities: | ||
Acquisitions, net of cash acquired | (91,960) | 0 |
Purchases of property and equipment | (24,643) | (41,425) |
(Working capital settlement) proceeds from sale related to discontinued operations | (2,029) | 59,336 |
Other investing activities | (3,000) | 0 |
Net cash (used in) provided by investing activities | (121,632) | 17,911 |
Cash Flows From Financing Activities: | ||
Repayment of revolving credit arrangements | (304,212) | (216,336) |
Proceeds from revolving credit arrangements | 366,178 | 153,690 |
Deferred financing costs paid | (1,385) | 0 |
Payment of contingent consideration amounts earned | 0 | (12,500) |
Proceeds from issuance of common stock, net of equity awards withheld for taxes | (1,191) | 658 |
Cash dividends declared and paid | (9,062) | (8,313) |
Net cash provided by (used in) financing activities | 50,328 | (82,801) |
Net change in cash and cash equivalents | 1,571 | 7,841 |
Effect of foreign currency translation on cash and cash equivalents | 298 | 539 |
Cash and cash equivalents at the beginning of year | 6,323 | 5,281 |
Cash and cash equivalents at the end of the period | 8,192 | 13,661 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest, net | 1,477 | 1,399 |
Cash paid for income taxes | $ 16,996 | $ 22,797 |
Basis of Presentation_
Basis of Presentation: | 6 Months Ended |
Jul. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation: | Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe the accompanying unaudited condensed consolidated financial statements reflect all normal, recurring adjustments that are necessary for a fair presentation of our financial position and results of operations as of the dates and for the periods presented. Results of operations for the interim periods presented are not necessarily indicative of results to be expected for our full fiscal year. The significant accounting policies applied during the interim periods presented are consistent with the significant accounting policies described in our Annual Report on Form 10-K for Fiscal 2015 . Unless otherwise indicated, all references to assets, liabilities, revenues and expenses in these financial statements reflect continuing operations and exclude any amounts related to our former Ben Sherman operating group, which is classified as discontinued operations for all periods presented, as discussed in Note 5. In March 2016, the FASB issued an update to their accounting guidance on stock compensation with the intent of simplifying and improving several aspects related to how equity-based payments are accounted for and presented in the financial statements, including the accounting for forfeitures and tax-effects related to equity-based payments at settlement and the classification of excess tax benefits and equity awards surrendered for tax withholdings in the statement of cash flows. The new guidance is effective for us in Fiscal 2017 with early adoption permitted. We early adopted this guidance as of the beginning of the First Quarter of Fiscal 2016 with no material impact on our consolidated financial statements. |
Operating Group Information_
Operating Group Information: | 6 Months Ended |
Jul. 30, 2016 | |
Segment Reporting [Abstract] | |
Operating Group Information: | Operating Group Information: Our business is primarily operated through our Tommy Bahama, Lilly Pulitzer, Lanier Apparel and Southern Tide operating groups. We identify our operating groups based on the way our management organizes the components of our business for purposes of allocating resources and assessing performance. Our operating group structure reflects a brand-focused management approach, emphasizing operational coordination and resource allocation across each brand's direct to consumer, wholesale and licensing operations, as applicable. Tommy Bahama, Lilly Pulitzer and Southern Tide each design, source, market and distribute apparel and related products bearing their respective trademarks and also license their trademarks for other product categories, while Lanier Apparel designs, sources, and distributes branded and private label men's tailored clothing and sportswear products. Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, elimination of inter-segment sales, LIFO inventory accounting adjustments, other costs that are not allocated to the operating groups and other operations that are not included in our operating groups, including our Lyons, Georgia distribution center operations. For a more extensive description of our Tommy Bahama, Lilly Pulitzer and Lanier Apparel operating groups, see Part I, Item 1. Business included in our Annual Report on Form 10-K for Fiscal 2015. For a more extensive description of our Southern Tide operating group, which was acquired in Fiscal 2016, see Note 4 to these unaudited condensed consolidated financial statements. The tables below present certain information (in thousands) about our operating groups, as well as Corporate and Other. Amounts associated with our Ben Sherman operations, which were sold in the Second Quarter of Fiscal 2015, are classified as discontinued operations and therefore are excluded from the tables below. Second Quarter Fiscal 2016 Second Quarter Fiscal 2015 First Half Fiscal 2016 First Half Fiscal 2015 Net sales Tommy Bahama $ 184,111 $ 165,842 $ 346,830 $ 338,511 Lilly Pulitzer 69,724 64,676 134,458 123,654 Lanier Apparel 19,541 20,715 46,152 48,739 Southern Tide 9,155 — 10,580 — Corporate and Other 465 (544 ) 1,211 180 Total net sales $ 282,996 $ 250,689 $ 539,231 $ 511,084 Depreciation and amortization Tommy Bahama $ 7,869 $ 6,546 $ 15,574 $ 13,467 Lilly Pulitzer 1,867 1,353 3,595 2,634 Lanier Apparel 118 117 212 233 Southern Tide 210 — 267 — Corporate and Other 380 386 750 830 Total depreciation and amortization $ 10,444 $ 8,402 $ 20,398 $ 17,164 Operating income (loss) Tommy Bahama $ 20,578 $ 20,142 $ 33,896 $ 40,916 Lilly Pulitzer 22,640 19,515 43,434 37,258 Lanier Apparel 78 1,070 2,943 2,915 Southern Tide (1 ) — 47 — Corporate and Other (4,605 ) (5,981 ) (9,624 ) (10,860 ) Total operating income $ 38,690 $ 34,746 $ 70,696 $ 70,229 Interest expense, net 1,177 737 1,791 1,512 Earnings from continuing operations before income taxes $ 37,513 $ 34,009 $ 68,905 $ 68,717 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss: | 6 Months Ended |
Jul. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss: | Accumulated Other Comprehensive Loss: The following tables detail the changes in our accumulated other comprehensive loss by component (in thousands), net of related income taxes, for the periods specified: Second Quarter Fiscal 2016 Foreign currency translation gain (loss) Net unrealized gain (loss) on cash flow hedges Accumulated other comprehensive income (loss) Beginning balance $ (4,849 ) $ — $ (4,849 ) Total other comprehensive loss, net of taxes (261 ) — (261 ) Ending balance $ (5,110 ) $ — $ (5,110 ) Second Quarter Fiscal 2015 Foreign Net unrealized Accumulated Beginning balance $ (29,664 ) $ 354 $ (29,310 ) Total other comprehensive income (loss), net of taxes 23,520 (354 ) 23,166 Ending balance $ (6,144 ) $ — $ (6,144 ) First Half Fiscal 2016 Foreign Net unrealized Accumulated Beginning balance $ (6,829 ) $ — $ (6,829 ) Total other comprehensive income, net of taxes 1,719 — 1,719 Ending balance $ (5,110 ) $ — $ (5,110 ) First Half Fiscal 2015 Foreign Net unrealized Accumulated Beginning balance $ (30,900 ) $ 746 $ (30,154 ) Total other comprehensive income (loss), net of taxes 24,756 (746 ) 24,010 Ending balance $ (6,144 ) $ — $ (6,144 ) Substantially all the change in accumulated other comprehensive loss during Fiscal 2015 resulted from the sale of our discontinued operations as the related amounts previously classified in accumulated other comprehensive loss were recognized in net loss from discontinued operations in our consolidated statement of operations during the Second Quarter of Fiscal 2015. No amounts of accumulated other comprehensive loss were reclassified from accumulated other comprehensive loss into our consolidated statements of operations during the First Half of Fiscal 2016 . |
Business Combination_
Business Combination: | 6 Months Ended |
Jul. 30, 2016 | |
Business Combinations [Abstract] | |
Business Combination: | Business Combinations: On April 19, 2016, we acquired Southern Tide, LLC, which owns the Southern Tide lifestyle apparel brand. Southern Tide carries an extensive selection of men’s shirts, pants, shorts, outerwear, ties, swimwear, footwear and accessories, as well as a women’s collection. The brand’s products are sold through its wholesale operations to specialty stores and department stores as well as through its direct to consumer operations on the Southern Tide website. The purchase price for the acquisition of Southern Tide was $85 million in cash, subject to adjustment based on net working capital as of the closing date of the acquisition. After giving effect to the final working capital adjustment paid in the Second Quarter of Fiscal 2016, the purchase price paid was $92.0 million , net of acquired cash of $2.4 million . We used borrowings under our revolving credit facility to finance the transaction. Transaction costs related to this acquisition totaled $0.8 million and are included in SG&A in Corporate and Other in the First Half of Fiscal 2016 . Our allocation of the purchase price to the estimated fair values of the acquired assets and liabilities is preliminary. The allocation will be revised during the one year allocation period, as appropriate, as we obtain new information about the fair values of these assets and liabilities and finalize valuation estimates. Changes in future periods to the amounts allocated to the various assets could be material. The following table summarizes our preliminary allocation of the purchase price for the Southern Tide acquisition (in thousands): Southern Tide acquisition Cash and cash equivalents $ 2,423 Receivables 6,706 Inventories (1) 16,697 Prepaid expenses 740 Property and equipment 239 Intangible assets 40,900 Goodwill 33,640 Other non-current assets 344 Accounts payable, accrued expenses and other liabilities (3,328 ) Deferred taxes (3,978 ) Purchase price $ 94,383 (1) Includes a step-up of acquired inventory from cost to fair value of $3.0 million pursuant to the purchase method of accounting. This step-up amount will be recognized in cost of goods sold as the acquired inventory is sold. Goodwill represents the amount by which the cost to acquire Southern Tide exceeds the fair value of individual acquired assets less liabilities of the business at acquisition. Intangible assets allocated in connection with our preliminary purchase price allocation consisted of the following (in thousands): Useful life Southern Tide acquisition Finite lived intangible assets acquired, primarily consisting of customer relationships 0 - 15 years $ 6,600 Trade names and trademarks Indefinite 34,300 $ 40,900 Pro Forma Information The consolidated pro forma information presented below (in thousands, except per share data) gives effect to the April 19, 2016 acquisition of Southern Tide as if the acquisition had occurred as of the beginning of Fiscal 2015. The information presented below is for illustrative purposes only, is not indicative of results that would have been achieved if the acquisition had occurred as of the beginning of Fiscal 2015 and is not intended to be a projection of future results of operations. The pro forma statements of operations have been prepared from our and Southern Tide's historical statements of operations for the periods presented, including without limitation, purchase accounting adjustments, 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 2016 Second Quarter Fiscal 2015 First Half Fiscal 2016 First Half Fiscal 2015 Net sales $ 282,996 $ 258,983 $ 551,011 $ 530,919 Earnings from continuing operations before income taxes $ 38,489 $ 33,928 $ 72,853 $ 67,998 Earnings from continuing operations $ 24,475 $ 21,000 $ 46,480 $ 41,931 Earnings from continuing operations per share: Basic $ 1.48 $ 1.28 $ 2.82 $ 2.55 Diluted $ 1.47 $ 1.27 $ 2.80 $ 2.54 The First Half of Fiscal 2016 pro forma information includes amortization of acquired intangible assets, but excludes the transaction expenses associated with the transaction and the incremental cost of goods sold associated with the step-up of inventory at acquisition that were recognized by us in our First Half of Fiscal 2016 consolidated statement of operations. The First Half of Fiscal 2015 pro forma information includes amortization of acquired intangible assets, transaction expenses associated with the transaction and incremental cost of goods sold associated with the step-up of inventory at acquisition. Additionally, the pro forma adjustments for each period prior to the date of acquisition reflect an estimate of incremental interest expense associated with additional borrowings and income tax expense that would have been incurred subsequent to the acquisition. We believe that the acquisition of Southern Tide further advances our strategic goal of owning a diversified portfolio of lifestyle brands. The acquisition provides strategic benefits through growth opportunities and further diversification of our business. |
Discontinued Operations_
Discontinued Operations: | 6 Months Ended |
Jul. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations: | Discontinued Operations: On July 17, 2015, we sold 100% of the equity interests of our Ben Sherman business, consisting of Ben Sherman Limited and its subsidiaries and Ben Sherman Clothing LLC, for £ 40.8 million before any working capital or other purchase price adjustments. The final purchase price received by us was subject to adjustment based on, among other things, the actual debt and net working capital of the Ben Sherman business on the closing date, which was finalized and paid during the First Quarter of Fiscal 2016. We do not anticipate significant operations or earnings related to the discontinued operations in future periods, with cash flow attributable to discontinued operations in the future primarily limited to amounts associated with certain retained lease obligations. The estimated lease liability of $3.5 million as of July 30, 2016 represents our best estimate of the future net loss anticipated with respect to the retained lease obligations; however, the ultimate loss remains uncertain as the amount of any sub-lease income is dependent upon negotiated terms of any sub-lease agreements entered into for the spaces in the future. The following table represents major classes of assets and liabilities related to the discontinued operations included in our consolidated balance sheets as of the following dates (in thousands): July 30, 2016 January 30, 2016 August 1, 2015 Other current assets, net $ — $ — $ 49 Accounts payable and other accrued expenses — (2,394 ) (6,868 ) Non-current liabilities (3,469 ) (4,571 ) — Net (liabilities) assets $ (3,469 ) $ (6,965 ) $ (6,819 ) Operating results of the discontinued operations are shown below (in thousands): Second Quarter Fiscal 2016 Second Quarter Fiscal 2015 First Half Fiscal 2016 First Half Fiscal 2015 Net sales $ — $ 13,105 $ — $ 28,081 Cost of goods sold — 8,824 — 17,414 Gross profit $ — $ 4,281 $ — $ 10,667 SG&A — 8,370 — 20,106 Royalties and other operating income — 789 — 1,919 Operating loss $ — $ (3,300 ) $ — $ (7,520 ) Interest expense, net — (27 ) — 45 Loss from discontinued operations before income taxes $ — $ (3,273 ) $ — $ (7,565 ) Income taxes — (640 ) — (864 ) Loss from discontinued operations, net of taxes $ — $ (2,633 ) $ — $ (6,701 ) Loss on sale of discontinued operations, net of taxes — (20,437 ) — (20,437 ) Loss from discontinued operations, net of taxes $ — $ (23,070 ) $ — $ (27,138 ) During the First Half of Fiscal 2016 , we did not incur any depreciation, amortization or capital expenditures related to our discontinued operations, while in the First Half of Fiscal 2015 , we recognized $0.7 million of depreciation and amortization and $0.7 million of capital expenditures. Depreciation, amortization and capital expenditures, if any, related to our discontinued operations are included in the respective line items in our consolidated statements of cash flows. |
Debt_ Debt_
Debt: Debt: | 6 Months Ended |
Jul. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt: | : On May 24, 2016, we entered into a Fourth Amended and Restated Credit Agreement (the “Revolving Credit Agreement”). The Revolving Credit Agreement provides for a revolving credit facility of up to $325 million , which may be used to refinance existing debt, to fund working capital, to fund future acquisitions and for general corporate purposes. The Revolving Credit Agreement amended and restated our Third Amended and Restated Credit Agreement, dated June 14, 2012 maturing November 2018 (the “Prior Credit Agreement”). The Revolving Credit Agreement (i) increased the borrowing capacity of the facility, (ii) extended the maturity to May 2021 and (iii) modified certain other provisions and restrictions from the Prior Credit Agreement. This amendment and restatement resulted in a write off of unamortized deferred financing costs of $0.3 million in the Second Quarter of Fiscal 2016. The Revolving Credit Agreement generally (i) is limited to a borrowing base consisting of specified percentages of eligible categories of assets, (ii) accrues variable-rate interest, unused line fees and letter of credit fees based upon average unused availability and/or utilization, (iii) requires periodic interest payments with principal due at maturity (May 2021) and (iv) is secured by a first priority security interest in substantially all of the assets of Oxford Industries, Inc. and substantially all of its domestic subsidiaries, including accounts receivable, books and records, chattel paper, deposit accounts, equipment, certain general intangibles, inventory, investment property (including the equity interests of certain subsidiaries), negotiable collateral, life insurance policies, supporting obligations, commercial tort claims, cash and cash equivalents, eligible trademarks, proceeds and other personal property. The Revolving Credit Agreement is subject to a number of affirmative covenants regarding the delivery of financial information, compliance with law, maintenance of property, insurance requirements and conduct of business. Also, our Revolving Credit Agreement is subject to certain negative covenants or other restrictions, including, among other things, limitations on our ability to (i) incur debt, (ii) guaranty certain obligations, (iii) incur liens, (iv) pay dividends to shareholders, (v) repurchase shares of our common stock, (vi) make investments, (vii) sell assets or stock of subsidiaries, (viii) acquire assets or businesses, (ix) merge or consolidate with other companies or (x) prepay, retire, repurchase or redeem debt. Further, the Revolving Credit Agreement contains a financial covenant that applies if excess availability under the agreement for three consecutive days is less than the greater of (i) $23.5 million or (ii) 10% of availability. In such case, our fixed charge coverage ratio, as defined in the Revolving Credit Agreement, must not be less than 1.0 to 1.0 for the immediately preceding 12 fiscal months for which financial statements have been delivered. This financial covenant continues to apply until we have maintained excess availability under the Revolving Credit Agreement of more than the greater of (i) $23.5 million or (ii) 10% of availability for 30 consecutive days. |
Operating Group Information_ (T
Operating Group Information: (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of information pertaining to the operating groups | The tables below present certain information (in thousands) about our operating groups, as well as Corporate and Other. Amounts associated with our Ben Sherman operations, which were sold in the Second Quarter of Fiscal 2015, are classified as discontinued operations and therefore are excluded from the tables below. Second Quarter Fiscal 2016 Second Quarter Fiscal 2015 First Half Fiscal 2016 First Half Fiscal 2015 Net sales Tommy Bahama $ 184,111 $ 165,842 $ 346,830 $ 338,511 Lilly Pulitzer 69,724 64,676 134,458 123,654 Lanier Apparel 19,541 20,715 46,152 48,739 Southern Tide 9,155 — 10,580 — Corporate and Other 465 (544 ) 1,211 180 Total net sales $ 282,996 $ 250,689 $ 539,231 $ 511,084 Depreciation and amortization Tommy Bahama $ 7,869 $ 6,546 $ 15,574 $ 13,467 Lilly Pulitzer 1,867 1,353 3,595 2,634 Lanier Apparel 118 117 212 233 Southern Tide 210 — 267 — Corporate and Other 380 386 750 830 Total depreciation and amortization $ 10,444 $ 8,402 $ 20,398 $ 17,164 Operating income (loss) Tommy Bahama $ 20,578 $ 20,142 $ 33,896 $ 40,916 Lilly Pulitzer 22,640 19,515 43,434 37,258 Lanier Apparel 78 1,070 2,943 2,915 Southern Tide (1 ) — 47 — Corporate and Other (4,605 ) (5,981 ) (9,624 ) (10,860 ) Total operating income $ 38,690 $ 34,746 $ 70,696 $ 70,229 Interest expense, net 1,177 737 1,791 1,512 Earnings from continuing operations before income taxes $ 37,513 $ 34,009 $ 68,905 $ 68,717 |
Accumulated Other Comprehensi14
Accumulated Other Comprehensive Loss: (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of changes in the entity's accumulated other comprehensive loss by component, net of related income taxes | The following tables detail the changes in our accumulated other comprehensive loss by component (in thousands), net of related income taxes, for the periods specified: Second Quarter Fiscal 2016 Foreign currency translation gain (loss) Net unrealized gain (loss) on cash flow hedges Accumulated other comprehensive income (loss) Beginning balance $ (4,849 ) $ — $ (4,849 ) Total other comprehensive loss, net of taxes (261 ) — (261 ) Ending balance $ (5,110 ) $ — $ (5,110 ) Second Quarter Fiscal 2015 Foreign Net unrealized Accumulated Beginning balance $ (29,664 ) $ 354 $ (29,310 ) Total other comprehensive income (loss), net of taxes 23,520 (354 ) 23,166 Ending balance $ (6,144 ) $ — $ (6,144 ) First Half Fiscal 2016 Foreign Net unrealized Accumulated Beginning balance $ (6,829 ) $ — $ (6,829 ) Total other comprehensive income, net of taxes 1,719 — 1,719 Ending balance $ (5,110 ) $ — $ (5,110 ) First Half Fiscal 2015 Foreign Net unrealized Accumulated Beginning balance $ (30,900 ) $ 746 $ (30,154 ) Total other comprehensive income (loss), net of taxes 24,756 (746 ) 24,010 Ending balance $ (6,144 ) $ — $ (6,144 ) |
Business Combination_ Business
Business Combination: Business Combination: (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes our preliminary allocation of the purchase price for the Southern Tide acquisition (in thousands): Southern Tide acquisition Cash and cash equivalents $ 2,423 Receivables 6,706 Inventories (1) 16,697 Prepaid expenses 740 Property and equipment 239 Intangible assets 40,900 Goodwill 33,640 Other non-current assets 344 Accounts payable, accrued expenses and other liabilities (3,328 ) Deferred taxes (3,978 ) Purchase price $ 94,383 (1) Includes a step-up of acquired inventory from cost to fair value of $3.0 million pursuant to the purchase method of accounting. This step-up amount will be recognized in cost of goods sold as the acquired inventory is sold. |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | Intangible assets allocated in connection with our preliminary purchase price allocation consisted of the following (in thousands): Useful life Southern Tide acquisition Finite lived intangible assets acquired, primarily consisting of customer relationships 0 - 15 years $ 6,600 Trade names and trademarks Indefinite 34,300 $ 40,900 |
Business Acquisition, Pro Forma Information | Second Quarter Fiscal 2016 Second Quarter Fiscal 2015 First Half Fiscal 2016 First Half Fiscal 2015 Net sales $ 282,996 $ 258,983 $ 551,011 $ 530,919 Earnings from continuing operations before income taxes $ 38,489 $ 33,928 $ 72,853 $ 67,998 Earnings from continuing operations $ 24,475 $ 21,000 $ 46,480 $ 41,931 Earnings from continuing operations per share: Basic $ 1.48 $ 1.28 $ 2.82 $ 2.55 Diluted $ 1.47 $ 1.27 $ 2.80 $ 2.54 |
Discontinued Operations_ (Table
Discontinued Operations: (Tables) | 6 Months Ended |
Jul. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of discontinued operations | July 30, 2016 January 30, 2016 August 1, 2015 Other current assets, net $ — $ — $ 49 Accounts payable and other accrued expenses — (2,394 ) (6,868 ) Non-current liabilities (3,469 ) (4,571 ) — Net (liabilities) assets $ (3,469 ) $ (6,965 ) $ (6,819 ) Operating results of the discontinued operations are shown below (in thousands): Second Quarter Fiscal 2016 Second Quarter Fiscal 2015 First Half Fiscal 2016 First Half Fiscal 2015 Net sales $ — $ 13,105 $ — $ 28,081 Cost of goods sold — 8,824 — 17,414 Gross profit $ — $ 4,281 $ — $ 10,667 SG&A — 8,370 — 20,106 Royalties and other operating income — 789 — 1,919 Operating loss $ — $ (3,300 ) $ — $ (7,520 ) Interest expense, net — (27 ) — 45 Loss from discontinued operations before income taxes $ — $ (3,273 ) $ — $ (7,565 ) Income taxes — (640 ) — (864 ) Loss from discontinued operations, net of taxes $ — $ (2,633 ) $ — $ (6,701 ) Loss on sale of discontinued operations, net of taxes — (20,437 ) — (20,437 ) Loss from discontinued operations, net of taxes $ — $ (23,070 ) $ — $ (27,138 ) During the First Half of Fiscal 2016 , we did not incur any depreciation, amortization or capital expenditures related to our discontinued operations, while in the First Half of Fiscal 2015 , we recognized $0.7 million of depreciation and amortization and $0.7 million of capital expenditures. Depreciation, amortization and capital expenditures, if any, related to our discontinued operations are included in the respective line items in our consolidated statements of cash flows. |
Operating Group Information_ (D
Operating Group Information: (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Jul. 30, 2016 | Aug. 01, 2015 | |
Operating group information | ||||
Net sales | $ 282,996 | $ 250,689 | $ 539,231 | $ 511,084 |
Depreciation and amortization | 10,444 | 8,402 | 20,398 | 17,164 |
Operating income (loss) | 38,690 | 34,746 | 70,696 | 70,229 |
Earnings from continuing operations before income taxes | 37,513 | 34,009 | 68,905 | 68,717 |
Corporate and Other | ||||
Operating group information | ||||
Net sales | 465 | (544) | 1,211 | 180 |
Depreciation and amortization | 380 | 386 | 750 | 830 |
Operating income (loss) | (4,605) | (5,981) | (9,624) | (10,860) |
Tommy Bahama | Operating Groups | ||||
Operating group information | ||||
Net sales | 184,111 | 165,842 | 346,830 | 338,511 |
Depreciation and amortization | 7,869 | 6,546 | 15,574 | 13,467 |
Operating income (loss) | 20,578 | 20,142 | 33,896 | 40,916 |
Lilly Pulitzer | Operating Groups | ||||
Operating group information | ||||
Net sales | 69,724 | 64,676 | 134,458 | 123,654 |
Depreciation and amortization | 1,867 | 1,353 | 3,595 | 2,634 |
Operating income (loss) | 22,640 | 19,515 | 43,434 | 37,258 |
Lanier Apparel | Operating Groups | ||||
Operating group information | ||||
Net sales | 19,541 | 20,715 | 46,152 | 48,739 |
Depreciation and amortization | 118 | 117 | 212 | 233 |
Operating income (loss) | 78 | 1,070 | 2,943 | 2,915 |
Southern Tide | Operating Groups | ||||
Operating group information | ||||
Net sales | 9,155 | 0 | 10,580 | 0 |
Depreciation and amortization | 210 | 0 | 267 | 0 |
Operating income (loss) | $ (1) | $ 0 | $ 47 | $ 0 |
Accumulated Other Comprehensi18
Accumulated Other Comprehensive Loss: (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Jul. 30, 2016 | Aug. 01, 2015 | |
Changes in the entity's accumulated other comprehensive loss by component, net of related income taxes | ||||
Beginning balance | $ (4,849) | $ (29,310) | $ (6,829) | $ (30,154) |
Total other comprehensive loss, net of taxes | (261) | 23,166 | 1,719 | 24,010 |
Ending balance | (5,110) | (6,144) | (5,110) | (6,144) |
Foreign currency translation gain (loss) | ||||
Changes in the entity's accumulated other comprehensive loss by component, net of related income taxes | ||||
Beginning balance | (4,849) | (29,664) | (6,829) | (30,900) |
Total other comprehensive loss, net of taxes | (261) | 23,520 | 1,719 | 24,756 |
Ending balance | (5,110) | (6,144) | (5,110) | (6,144) |
Net unrealized gain (loss) on cash flow hedges | ||||
Changes in the entity's accumulated other comprehensive loss by component, net of related income taxes | ||||
Beginning balance | 0 | 354 | 0 | 746 |
Total other comprehensive loss, net of taxes | 0 | (354) | 0 | (746) |
Ending balance | $ 0 | $ 0 | $ 0 | $ 0 |
Business Combination_ (Narrativ
Business Combination: (Narrative) (Details) - USD ($) $ in Thousands | Apr. 19, 2016 | Jul. 30, 2016 | Jul. 30, 2016 | Aug. 01, 2015 |
Business Acquisition [Line Items] | ||||
Acquisitions, net of cash acquired | $ 91,960 | $ 0 | ||
Southern Tide | ||||
Business Acquisition [Line Items] | ||||
Purchase price | $ 85,000 | |||
Acquisitions, net of cash acquired | $ 92,000 | |||
Cash acquired | 2,423 | |||
Selling, General and Administrative Expenses | Southern Tide | ||||
Business Acquisition [Line Items] | ||||
Transaction costs | $ 800 |
Business Combination_ Busines20
Business Combination: Business Combination: (Summary of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Apr. 19, 2016 | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 50,911 | $ 17,223 | $ 17,254 | |
Southern Tide | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 2,423 | |||
Receivables | 6,706 | |||
Inventories | 16,697 | |||
Prepaid expenses | 740 | |||
Property and equipment | 239 | |||
Intangible assets | 40,900 | |||
Goodwill | 33,640 | |||
Other non-current assets | 344 | |||
Accounts payable, accrued expenses and other liabilities | (3,328) | |||
Deferred taxes | (3,978) | |||
Purchase price | 94,383 | |||
Inventory adjustment | $ 3,000 |
Business Combination_ Busines21
Business Combination: Business Combination: (Intangible Assets Acquired) (Details) - Southern Tide - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 30, 2016 | Apr. 19, 2016 | |
Business Acquisition [Line Items] | ||
Finite lived intangible assets acquired, primarily consisting of customer relationships | $ 6,600 | |
Trade names and trademarks | 34,300 | |
Intangible assets | $ 40,900 | |
Minimum | ||
Business Acquisition [Line Items] | ||
Useful life | 0 years | |
Maximum | ||
Business Acquisition [Line Items] | ||
Useful life | 15 years |
Business Combination_ Busines22
Business Combination: Business Combinations: (Pro Forma Information) (Details) - Southern Tide - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Jul. 30, 2016 | Aug. 01, 2015 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 282,996 | $ 258,983 | $ 551,011 | $ 530,919 |
Earnings from continuing operations before income taxes | 38,489 | 33,928 | 72,853 | 67,998 |
Earnings from continuing operations | $ 24,475 | $ 21,000 | $ 46,480 | $ 41,931 |
Basic (in usd per share) | $ 1.48 | $ 1.28 | $ 2.82 | $ 2.55 |
Diluted (in usd per share) | $ 1.47 | $ 1.27 | $ 2.80 | $ 2.54 |
Discontinued Operations_ (Detai
Discontinued Operations: (Details) - Disposed of by Sale - Ben Sherman $ in Thousands, £ in Millions | Jul. 17, 2015GBP (£) | Jul. 30, 2016USD ($) | Jan. 30, 2016USD ($) | Aug. 01, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Estimated lease liability | $ | $ (3,469) | $ (4,571) | $ 0 | |
Ben Sherman UK Acquisition Limited | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Interest sold | 100.00% | |||
Sale price | £ | £ 40.8 |
Discontinued Operations_ Major
Discontinued Operations: Major Classes of Assets and Liabilities (Details) - Disposed of by Sale - Ben Sherman - USD ($) $ in Thousands | Jul. 30, 2016 | Jan. 30, 2016 | Aug. 01, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Other current assets, net | $ 0 | $ 0 | $ 49 |
Accounts payable and other accrued expenses | 0 | (2,394) | (6,868) |
Non-current liabilities | (3,469) | (4,571) | 0 |
Net (liabilities) assets | $ (3,469) | $ (6,965) | $ (6,819) |
Discontinued Operations_ Operat
Discontinued Operations: Operating Results (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 30, 2016 | Aug. 01, 2015 | Jul. 30, 2016 | Aug. 01, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on sale of discontinued operations, net of taxes | $ 0 | $ (20,437) | ||
Loss from discontinued operations, net of taxes | $ 0 | $ (23,070) | 0 | (27,138) |
Disposed of by Sale | Ben Sherman | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 0 | 13,105 | 0 | 28,081 |
Cost of goods sold | 0 | 8,824 | 0 | 17,414 |
Gross profit | 0 | 4,281 | 0 | 10,667 |
SG&A | 0 | 8,370 | 0 | 20,106 |
Royalties and other operating income | 0 | 789 | 0 | 1,919 |
Operating loss | 0 | (3,300) | 0 | (7,520) |
Interest expense, net | 0 | (27) | 0 | 45 |
Loss from discontinued operations before income taxes | 0 | (3,273) | 0 | (7,565) |
Income taxes | 0 | (640) | 0 | (864) |
Loss from discontinued operations, net of taxes | 0 | (2,633) | 0 | (6,701) |
Loss on sale of discontinued operations, net of taxes | 0 | (20,437) | 0 | (20,437) |
Loss from discontinued operations, net of taxes | $ 0 | $ (23,070) | $ 0 | $ (27,138) |
Discontinued Operations_ Additi
Discontinued Operations: Additional Disclosures (Details) - USD ($) | 6 Months Ended | |
Jul. 30, 2016 | Aug. 01, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Depreciation | $ 0 | $ 700,000 |
Capital expenditures | $ 0 | $ 700,000 |
Debt_ (Details)
Debt: (Details) - Revolving Credit Facility - Fourth Amended and Restated Credit Agreement | 3 Months Ended | 6 Months Ended | |
Jul. 30, 2016USD ($) | Jul. 30, 2016USD ($) | May 24, 2016USD ($) | |
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 325,000,000 | ||
Anticipated write-off of deferred costs | $ 300,000 | ||
Amount of availability subject to threshold, number of consecutive days required | 3 days | ||
Amount of availability subject to threshold | $ 23,500,000 | ||
Percent of availability subject to threshold | 10.00% | ||
Fixed charge coverage ratio | 1 | ||
Percent of availability subject to threshold, number of consecutive days | 30 days |