Table of Contents




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ý

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

For the fiscal year ended January 28, 2017February 1, 2020

or

o

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

Georgia

(State or other jurisdiction of incorporation or organization)

58-0831862

(I.R.S. Employer Identification No.)

999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia30309

(Address of principal executive offices)                              (Zip Code)

Registrant's

Registrant’s telephone number, including area code:

(404) 659-2424

(404) 659-2424

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

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

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ý    No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

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 ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý    No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer"filer," "smaller reporting company" and "smaller reporting"emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

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 Act). Yes o    No ý

As of July 29, 2016,August 2, 2019, which is the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant (based upon the closing price for the common stock on the New York Stock Exchange on that date) was $928,252,209.$978,846,984. For purposes of this calculation only, shares of voting stock directly and indirectly attributable to executive officers, directors and holders of 10% or more of the registrant'sregistrant’s voting stock (based on Schedule 13G filings made as of or prior to July 29, 2016)August 2, 2019) are excluded. This determination of affiliate status and the calculation of the shares held by any such person are not necessarily conclusive determinations for other purposes.

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

Title of Each Class

Number of Shares Outstanding


as of March 15, 2017
20, 2020

Common Stock, $1 par value

16,768,230

16,750,403

Documents Incorporated by Reference

Portions of our proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to thefor our Annual Meeting of Shareholders of Oxford Industries, Inc. to be held on June 14, 201716, 2020 are incorporated by reference ininto Part III of this Form 10-K.





Table of Contents

Table of Contents

Page

Page

PART I

26

41

41

42

42

Item 5.

43

45

46

69

72

111

111

113

Item 10.

113

114

114

114

114

Item 15.

115

Form 10-K Summary

116

111Signatures

117


2



Table of Contents


CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Our SEC filings and public announcements may include forward-looking statements about future events. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all forward-looking statements contained herein, in our press releases or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Such statements are subject to a number of risks, uncertainties and assumptions including, without limitation, competitive conditions,the effect of the current coronavirus (COVID-19) outbreak; demand for our products, which may be impacted by competitive conditions and/or evolving consumer shopping patterns; themacroeconomic factors that may impact of economic conditions on consumer demand and spending for apparel and related products; costs of products particularlyas well as the raw materials used in lightthose products; expected pricing levels; costs of general economic uncertainty;labor; the timing of shipments requested by our wholesale customers; changes, and the impact on our business operations of such changes, in international, federal or state tax, trade and other laws and regulations, including changes in corporate tax rates, quota restrictions or the imposition of safeguard controls; demand foradditional duties, tariffs, taxes or other charges or barriers to trade and our products; timing of shipments requested by our wholesale customers; expected pricing levels;ability to implement mitigating sourcing strategies; weather; fluctuations and volatility in global financial markets; retention of and disciplined execution by key management; the timing and cost of store and restaurant openings and of planned capital expenditures; weather; costs of productsremodels as well as the raw materials used in those products; costs of labor;other capital expenditures; acquisition and disposition activities;activities, including our ability to timely recognize expected synergies from acquisitions; expected outcomes of pending or potential litigation and regulatory actions; the impact of any restructuring initiatives we may undertake in one or more of our business lines; access to capital and/or credit markets; our ability to timely recognize our expected synergies from any acquisitions we pursue;changes in accounting standards and related guidance; and factors that could affect our consolidated effective tax rate such as the results of foreign operations or stock based compensation.rate. Forward-looking statements reflect our current expectations at the time such forward looking statements are made, based on currentlyinformation available information,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 and elsewhere in this report and those described from time to time in our future reports filed with the SEC. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

DEFINITIONS

As used in this report, unless the context requires otherwise, "our," "us" or "we" means Oxford Industries, Inc. and its consolidated subsidiaries; "SG&A" means selling, general and administrative expenses; "SEC" means U.S.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; and "discontinued operations" means the assets and operations of our former Ben Sherman operating group which we sold in July 2015. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses or other information in this report reflect continuing operationsFiscal 2015; "TBBC" means The Beaufort Bonnet Company; and exclude any amounts related to"U.S. Tax Reform" means the discontinued operationsUnited States

3

Table of our former Ben Sherman operating group.Contents

Tax Cuts and Jobs Act as enacted on December 22, 2017. Additionally, the



terms listed below reflect the respective period noted:

Fiscal 2020

Fiscal 2018

52 weeks ending January 30, 2021

Fiscal 2019

52 weeks ended February 1, 2020

Fiscal 2018

52 weeks ended February 2, 2019

Fiscal 2017

53 weeks endingended February 3, 2018

Fiscal 2016

52 weeks ended January 28, 2017

Fiscal 2015

52 weeks ended January 30, 2016

Fiscal 2014

52 weeks ended January 31, 2015

Fourth quarter Fiscal 20132019

52

13 weeks ended February 1, 20142020

Third quarter Fiscal 20122019

53

13 weeks ended November 2, 2019

Second quarter Fiscal 2019

13 weeks ended August 3, 2019

First quarter Fiscal 2019

13 weeks ended May 4, 2019

Fourth quarter Fiscal 2018

14 weeks ended February 2, 20132019

Fourth quarter Fiscal 201714 weeks ending February 3, 2018

Third quarter Fiscal 20172018

13 weeks ending October 28, 2017ended November 3, 2018

Second quarter Fiscal 20172018

13 weeks ending July 29, 2017
First quarter Fiscal 2017

13 weeks ending April 29, 2017
Fourth quarter Fiscal 201613 weeks ended January 28, 2017
Third quarter Fiscal 201613 weeks ended October 29, 2016
Second quarter Fiscal 201613 weeks ended July 30, 2016
First quarter Fiscal 201613 weeks ended April 30, 2016
Fourth quarter Fiscal 201513 weeks ended January 30, 2016
Third quarter Fiscal 201513 weeks ended October 31, 2015
Second quarter Fiscal 2015

13 weeks ended August 1, 20154, 2018

First quarter Fiscal 20152018

13 weeks ended May 2, 20155, 2018



4

PART I

Table of Contents

PART I

Item 1.  Business

BUSINESS AND PRODUCTS

Overview

We are a global apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama®,Bahama, Lilly Pulitzer®Pulitzer and Southern Tide®Tide lifestyle brands and other owned brands and licensed brands as well as private label apparel products. During Fiscal 2016, 92%2019, 93% of our net sales were from products bearing brands that we own and 66%97% of our net sales were through our direct to consumer channels of distribution. In Fiscal 2016, 96% of our consolidated net sales were to customers located in the United States, with the sales outside the United States consisting primarily of our Tommy Bahama products in Canada and the Asia-Pacific region.

States.

Our business strategy is to develop and market compelling lifestyle brands and products that evoke a strong emotional response from our target consumers. We consider lifestyle brands to be those brands that have a clearly defined and targeted point of view inspired by an appealing lifestyle or attitude. Furthermore, we believe lifestyle brands that create an emotional connection, like Tommy Bahama, Lilly Pulitzer and Southern Tide, that create an emotional connection with consumers can command greater loyalty and higher price points at retail and create licensing opportunities, which may drive higher earnings.opportunities. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want it. 

them.

We believe the principal competitive factors in the apparel industry are reputation, value, and image of brand names; design; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service. Our ability to compete successfully in styling and marketing is directly related to our proficiency in foreseeing changes and trends in fashion and consumer preference and presenting appealing products for consumers. Our design-led, commercially informed lifestyle brand operations strive to provide exciting, differentiated products each season.

To further strengthen each lifestyle brand'sbrand’s connections with consumers, we directly communicate with consumers through electronicdigital and print media on a regular basis. We believe our ability to effectively communicate the images, lifestyle and products of our brands and create an emotional connection with consumers is critical to the success of theour brands. Our advertisingAdvertising for our brands often attempts to convey the lifestyle of the brand as well as a specific product.

We distribute

During Fiscal 2019, 70% of our owned lifestyle branded products primarilynet sales were through our direct to consumer channels consisting of distribution, which consists of our 189 brand-specific full-price retail stores, our e-commerce websites, our Tommy Bahama food and Lilly Pulitzer full-price retail storesbeverage operations and our e-commerce sites for35 Tommy Bahama Lilly Pulitzeroutlet stores. During Fiscal 2019, our retail, e-commerce and Southern Tide,restaurant operations represented 39%, 23% and through8%, respectively, of our wholesale distribution channels.net sales. Our direct to consumer operations provide us with the opportunity to interact directly with our customers, present to them a broad assortment of our current season products and immerse them in the theme of the lifestyle brand. We believe that presenting our products in a setting specifically designed to showcase the lifestyle on which the brands are based enhances the image of our brands. Our 128 Tommy Bahama and 40 Lilly Pulitzer full-price retail stores provide high visibility for our brands and products and allow us to stay close to the preferences of our consumers, while also providing a platform for long-term growth for the brands. InWe also operate 16 Tommy Bahama we also operate 17 restaurants, including Marlin Bars, generally adjacent to a Tommy Bahama full-price retail store location, which we believe further enhance the brand'sbrand’s image with consumers.

Additionally, ourconsumers and 35 Tommy Bahama outlet stores, which play an important role in overall inventory and brand management. Our e-commerce websites which represented 18% of our consolidated net sales in Fiscal 2016, provide the opportunity to increase revenues by reaching a larger population of consumers and at the same time allow our brands to provide a broader range of products.

The remaining 30% of our net sales in Fiscal 2019 were generated from our wholesale distribution channels. Our e-commerce flash clearance sales on our websites and our 40 Tommy Bahama outlet stores play an important role in overall brand and inventory management by allowing us to sell discontinued and out-of-season products in brand appropriate settings and often at better prices than are typically available from third party off-price retailers.

The wholesale operations include sales of our lifestyle brands, which complement our direct to consumer operations and provide access to a larger group of consumers.consumers, and also represents substantially all the net sales of the Lanier Apparel operating group. Our wholesale operations include sales to various specialty stores, Signature Stores, better department stores, multi-branded e-commerce retailers and other retailers. As we seek to maintain the integrity of our lifestyle brands by limiting promotional activity in our full-price retail stores and e-commerce websites, we generally target wholesale customers that follow this same approach in their stores. Our wholesale customers for

5

Table of Contents

Each of our Tommy Bahama, Lilly Pulitzer, Lanier Apparel and Southern Tide brands include better department stores and specialty stores, including Signature Stores for Lilly Pulitzer and Southern Tide. Within our Lanier Apparel operating group, we sell tailored clothing and sportswear products under licensed brands, private labels and owned brands. Lanier Apparel's customers include department stores, discount and off-price retailers, warehouse clubs, national chains, specialty retailers and others throughout the United States.

All of our operating groups operateoperates in highly competitive apparel markets in which numerous U.S.-based and foreign apparel firms compete.markets. No single apparel firm or small group of apparel firms dominates the apparel industry, and our direct


competitors vary by operating group and distribution channel. We believe the principal competitive factors in the apparel industry are reputation, value, and image of brand names; design; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service. The apparel industry is cyclical and very dependent upon the overall level and focus of discretionary consumer spending, which changes as consumer preferences and regional, domestic and international economic conditions change. Often,Increasingly, consumers are choosing to spend less of their discretionary spending on certain product categories, including apparel, while spending more on services and other product categories. Further, negative economic conditions often have a longer and more severe impact on the apparel industry than on other industries.  We believe current global economic conditions and the resulting economic uncertainty continue to impact our business, and the apparel industry as a whole.

We believe the retail apparel market is evolving very rapidly and in ways that are having a disruptive impact on traditional fashion retailing. The application of technology, including the internet and mobile devices, to fashion retail provides consumers increasing access to multiple, responsive distribution platforms and an unprecedented ability to communicate directly with brands retailers and others.retailers. As a result, consumers have more information and greater control over information they receive as well as broader, faster and cheaper access to goods than they have ever had before. This along with the coming of age of the “millennial” generation, is revolutionizing the way that consumers shop for fashion and other goods.  The evidence is increasingly apparent with markedgoods, which continues to be evidenced by weakness inand store closures for certain department stores and mall-based retailers, decreased consumer retail traffic, a more promotional retail environment, expansion of off-price and discount retailers, and growinga shift from bricks and mortar to internet purchases.

Important factors relatingpurchasing. These changes may require that brands and retailers approach their operations, including marketing and advertising, very differently than historical practices and may result in increased operating costs and capital investments to certain risks, many of which are beyond our ability to controlgenerate growth or predict, which could impact our business are described in Part I, Item 1A. Risk Factors of this report.
even maintain their current sales levels.

Investments and Opportunities


While this evolution in the fashion retail industry presents significant risks, especially for traditional retailers who fail or are unable to adapt, we believe it also presents a tremendous opportunity for brands and retailers.retailers to capitalize on the changing consumer environment. We believe our lifestyle brands have attributes that are true competitive advantages in this new retailing paradigm, and we are 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.


Specifically, we believe our lifestyle brands have opportunities for long-term growth in their direct to consumer businesses. We anticipate increased sales in our e-commerce operations, which are expected to grow at a faster rate than bricks and mortar comparable full-price retail store sales. This growth can also be achieved through prudent expansion of bricks and mortar full-price retail store operations and modest comparable full-price retail store sales increases. Despite the changes in the retail environment, we expect there will continue to be desirable locations to increase our store count.

Our lifestyle brands also have an opportunity for modest sales increases in their wholesale businesses in the long term primarily from current customers adding to their existing door count and increasing their on-line business, increased sales to on-line retailers and the selective addition of new wholesale customers who generally follow a retail model with limited discounting; however, However, we must be diligent in our effort to avoid compromising the integrity of the brandour brands by maintaining or growing sales with wholesale customers that may not be aligned with our long-term strategy. This is particularly important with the challenges in the department store channel, which represents about one-half of our consolidated wholesale sales, or 16%represented 11% of our consolidated net sales. We also believe that there are opportunities for modest sales growth for Lanier Apparel in Fiscal 2019.

In order to maximize the future through new product programs for existing and new customers.


Wesuccess of our brands, we believe we must continue to invest in our lifestyle brands to take advantage of their long-term growth opportunities. InvestmentsFuture investments include capital expenditures primarily related to the direct to consumer operations, such as technology enhancements, e-commerce initiatives full-priceand retail store and restaurant build-out for new, and relocated or remodeled locations, as well as remodels, and distribution center and administrative office expansion initiatives. Additionally, while

While we anticipate increased employment, advertising and other costshave made progress in key functions to support the ongoing business operations and fuel future sales growth, we remain focusedrecent years on appropriately managing our operating expenses.


In the midst of the challenges in our industry, an important focus for us in Fiscal 2017 is advancing various initiatives to increaseimproving the profitability of theour Tommy Bahama business. These initiativesoperating group, which is our largest operating group, this initiative remains a focus area for the long-term prospects of the business and has generally focusfocused on increasing gross margin and operating margin through efforts such as:through: product cost reductions; selective price increases; reducing inventory purchases; more rapidly clearing excess inventory; redefining our approach to inventory clearance; effectively managing controllable and discretionary operating expenses; and taking a more conservative approach to full-price retail store and outlet openings and renewals; and continuing our efforts to reduce Asia-Pacific operating losses.

We continue to believe it is important to maintain a strong balance sheet and liquidity. We believe positive cash flow from operations in the future coupled with the strength of our balance sheet and liquidity will provide us with sufficient


resources to fund future investments in our owned lifestyle brands. lease renewals.

While we believe we have significant opportunities to appropriately deploy our capital and resources in our existing lifestyle brands, we will continue to evaluate opportunities to add additional lifestyle brands to our portfolio if we identify appropriate targets whichthat meet our investment criteria. However, in light of the COVID-19 outbreak, we are reassessing our capital allocation priorities in the near term.

Important factors relating to certain risks, many of which are beyond our ability to control or predict, which could impact our business are described in Part I, Item 1A. Risk Factors of this report.


6

We believe that an attractive acquisition target would most likely be a lifestyle brand that has a strong emotional connection with its consumer and has a disciplined distribution model consisting

Table of wholesale customers with limited discounting and/or a direct to consumer distribution model via e-commerce or full-price retail stores. Further, while our existing businesses are primarily apparel brands, we could also be interested in a company with a more significant concentration in accessories, footwear or other product categories. The acquisition of a premier lifestyle brand is a meticulous process as such a brand is not available very often, and we most likely would have stiff competition from both strategic and private equity firms.Contents

Operating Groups

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'sbrand’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'smen’s tailored clothing, sportswear and other products. Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, the elimination of inter-segment sales LIFO inventory accounting adjustments,and any other costsitems that are not allocated to the operating groups including LIFO inventory accounting adjustments. Because our LIFO inventory pool does not correspond to our operating group definitions, LIFO inventory accounting adjustments are not allocated to the operating groups. Corporate and Other also includes the operations of our other businesses which are not included in our operating groups, including the operations of TBBC and our Lyons, Georgia distribution center operations. Our LIFO inventory pool does not correspond to our operating group definitions; therefore, LIFO inventory accounting adjustments are not allocated to our operating groups.

center.

For additional information about each of our operating groups, see Part II, Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations, and Note 2 to our consolidated financial statements, each included in this report. The table below presents net sales and operatingcertain financial information about each of our operating groups, as well as Corporate and Other (in thousands).

    

Fiscal 2019

    

Fiscal 2018

    

Fiscal 2017

Net Sales

 

  

 

  

 

  

Tommy Bahama

$

676,652

$

675,358

$

686,021

Lilly Pulitzer

 

284,700

 

272,299

 

248,931

Lanier Apparel

 

97,251

 

100,471

 

106,852

Southern Tide

 

46,409

 

45,248

 

40,940

Corporate and Other

 

17,778

 

14,090

 

3,467

Consolidated net sales

$

1,122,790

$

1,107,466

 

1,086,211

Operating Income (Loss)

 

  

 

  

 

  

Tommy Bahama

$

53,207

$

53,139

$

55,002

Lilly Pulitzer

 

51,795

 

47,239

 

46,608

Lanier Apparel

 

1,465

 

5,057

 

6,546

Southern Tide

 

5,554

 

5,663

 

4,504

Corporate and Other (1)

 

(18,346)

 

(20,506)

 

(26,660)

Consolidated Operating Income

$

93,675

$

90,592

 

86,000

 Fiscal 2016Fiscal 2015
Net Sales  
Tommy Bahama$658,911
$658,467
Lilly Pulitzer233,294
204,626
Lanier Apparel100,753
105,106
Southern Tide27,432

Corporate and Other2,198
1,091
Total$1,022,588
$969,290
Operating Income (Loss)  
Tommy Bahama$44,101
$65,993
Lilly Pulitzer51,995
42,525
Lanier Apparel6,955
7,700
Southern Tide(282)
Corporate and Other (1)(12,885)(18,704)
Total operating income$89,884
$97,514
(1)The Fiscal 2016 and Fiscal 2015 operating loss for Corporate and Other included a LIFO accounting creditcharge of $5.9$1 million, $1 million and a LIFO accounting charge of $0.3$8 million in Fiscal 2019, Fiscal 2018 and Fiscal 2017, respectively.


The table below presents the total assets of each of our operating groups (in thousands).

    

February 1, 2020

    

February 2, 2019

Assets

 

  

 

  

Tommy Bahama (1)

$

668,197

$

439,353

Lilly Pulitzer (1)

 

199,913

 

152,113

Lanier Apparel (1)

 

43,533

 

54,369

Southern Tide (1)

 

99,667

 

97,939

Corporate and Other (2)

 

22,059

 

(16,520)

Consolidated Total Assets

$

1,033,369

$

727,254

 January 28, 2017January 30, 2016
Assets  
Tommy Bahama$451,990
$458,234
Lilly Pulitzer126,506
115,419
Lanier Apparel30,269
35,451
Southern Tide96,208

Corporate and Other(19,814)(26,414)
Total$685,159
$582,690
Total assets for Corporate and Other include LIFO reserves

7

(1)The increase in total assets for Tommy Bahama, Lilly Pulitzer and Southern Tide were primarily a result of the recognition of operating lease assets in Fiscal 2019 due to the adoption of the revised lease accounting guidance, while the decrease in Lanier Apparel was primarily due to lower inventories and receivables partially offset by operating lease assets.
(2)Total assets for Corporate and Other include LIFO reserves of $63 million and $62 million as of February 1, 2020 and February 2, 2019, respectively. The change in total assets for Corporate and Other from February 2, 2019 was primarily due to the increased cash as of February 1, 2020.

Tommy Bahama

Tommy Bahama designs, sources, markets and distributes men'smen’s and women'swomen’s sportswear and related products. The target consumersTommy Bahama’s typical consumer is older than 45 years old, has a household annual income in excess of Tommy Bahama are primarily affluent men$100,000, lives in or travels to warm weather and women age 35resort locations and older who embraceembraces a relaxed and casual approach to daily living. Tommy Bahama products can be found in our Tommy Bahama stores and on our Tommy Bahama e-commerce website, tommybahama.com, as well as inat better department stores, and independent specialty stores throughout the United States.and multi-branded e-commerce retailers. We also operate Tommy Bahama restaurants and license the Tommy Bahama name for various product categories. During Fiscal 2016,2019, 95% of Tommy Bahama'sBahama’s sales were to customers within the United States, with the remaining sales in Canada, Australia and Asia.

We believe that the attraction to our consumers of the Tommy Bahama brand, to our consumerswhich was founded in 1992, is a reflection of our efforts over many years of maintainingto maintain appropriate quality and design of our Tommy Bahama apparel, accessories and licensed products, limitinglimit the distribution of Tommy Bahama products to a select tier of retailers, and effectively communicatingcommunicate the relaxed and casual Tommy Bahama lifestyle to consumers.lifestyle. We expect to continue to follow this approach for the brand in the future. We believe that the retail sales value of all Tommy Bahama branded products sold during Fiscal 2016,2019, including our estimate of retail sales by our wholesale customers and other third party retailers, was approximatelyexceeded $1.2 billion.

We believe there isare ample opportunityopportunities to expand the direct to consumer reach of the Tommy Bahama brand in the future, while at the same time maintaining theits historically select distribution that Tommy Bahama has historically maintained. We believe that indistribution. In order to take advantage of opportunities for long-term growth, we must continue to invest in the Tommy Bahama brand. These investments include amounts associated with capital expenditures and ongoing expenses to enhance e-commerce and other technology capabilities; capital expenditures and pre-opening expenses ofopen new stores and restaurants; the remodeling and relocation ofremodel and/or relocate existing stores and restaurants; maintain and capital expenditures related toupgrade our distribution and other facilities.

We believe there are opportunities for continued growth infacilities; and enhance our marketing efforts to communicate the United States through directlifestyle to consumer expansionexisting and wholesale channels of distribution. However,targeted new consumers.

In recent years, an important focusinitiative for us in Fiscal 2017 is advancing various initiativeshas been to increase the profitability of the Tommy Bahama business. These initiativesWhile we have made progress in recent years on improving the profitability of our Tommy Bahama operating group, this initiative remains a focus area for the long-term prospects of the business and has generally focus on:

Increasingfocused on increasing gross margins throughmargin and operating margin through: product cost reductions andreductions; selective price increases to combat the shift of a greater proportion of our sales to periods of our marketing events;
Reducingincreases; reducing inventory purchases and more rapidly clearing excess inventory to reduce clearance losses, particularly on women's products which are often costly to liquidate;
Redefiningpurchases; redefining our approach to inventory clearance by marking down certain products in our full-price retail stores during traditional end of season clearance periods for the apparel retail industry, by selling additional amounts for certain product categories to third party off-price retailers if necessary, and by improving the presentation and offer in our outlet stores to increase sales and gross margins of products sold on clearance;
Effectively effectively managing controllable and discretionary operating expenses including employment costs;
Takingexpenses; and taking a more conservative approach to full-price retail store and outlet openings and renewals givenlease renewals.

During Fiscal 2019 and Fiscal 2018, we incurred certain charges related to the ongoing decline in consumer traffic and related challenges; and

Continuingrestructure of our efforts to reduce Asia-Pacific losses, with a targeted Fiscal 2017 Asia-Pacific loss of approximately $5 million compared to $7 million in Fiscal 2016.


In recent years we began expansion of the Tommy Bahama brand into international markets.Japan operations, which we plan to exit entirely during the first half of Fiscal 2020. These effortscharges included the acquisition of the assets and operations of thein Tommy Bahama business fromare discussed in Note 13 to our former licensees in Australia in Fiscal 2012 and Canada in Fiscal 2013. The licensees in each of these countries had developed a certain level of brand awareness, but we determinedconsolidated financial statements. We expect that after considering the potential direct to consumer and wholesale growth opportunities in those countries, it was appropriate for us to re-acquire the rights to the operations. We also commenced operations in Asia by opening retail store locations in Asia beginning in Fiscal 2012. The operations in Asia thus far have generated operating losses as we developed a significant Hong Kong-based team and infrastructure to support a larger Asia retail operation. The roll-out of retail stores in Asia was at a modest pace as we attempted to focus on improving store operations in Asia. As a lifestyle brand, we continue to believe it is appropriate that in certain key markets we initially set the tone for the brand rather than engaging a partner. However, in the future, we may engage a local partner to accelerate growth in certain markets.
Consistent with the prior year, our near term focus in the Asia-Pacific region remains on our direct to consumer operations in Australia and Japan while at the same time further reducing our infrastructure costs in Hong Kong to better align with the footprint of our current Asia retail operations. During Fiscal 2015 and Fiscal 2016, we closed our retail stores in Macau and Singapore and outlet stores in Hong Kong and Japan, with only one store remaining in Hong Kong. These closures resultresults in our Asia-Pacific retail operations primarily consisting of stores in Australia and Japan. By focusing on Australia and Japan we believe we can do a better job of increasing brand awareness and sales by focusing our marketing spend in a location where the consumer has a variety of options for purchasing Tommy Bahama product, including our own retail stores, our wholesale customers' stores and, in the caseAsia-Pacific operations, which now consists of Japan, an in-country Tommy Bahama website. While we believe there are long-term opportunities for our Tommy Bahama operations in the Asia-Pacific region, we believe that the operating losses associated with these operations will continue to put downward pressure on our operating margin in the near future until we have sufficient sales to leverage the operating costs or have identified partners for jurisdictions which are not profitable.
Australia, should be profitable going forward.

Design, Sourcing, Marketing and Distribution

Tommy Bahama products are designed by product specific teams who focus on the target consumer. The design process includes feedback from buyers, consumers and sales agents, along with market trend research. Our Tommy Bahama apparel products generally incorporate fabrics made of cotton, silk, linen, nylon, leather, tencel and other natural and man-made fibers, or blends of two or more of these materials.

8

We operate a buying office located in Hong Kong to manage the production and sourcing of the substantial majority of our Tommy Bahama products. During Fiscal 2016,2019, we utilizedused approximately 250150 suppliers to manufacture our Tommy Bahama products. In Fiscal 2016, 73%products with 63% and 13% of Tommy Bahama'sBahama’s product purchases were from manufacturers in China.China and Vietnam, respectively. The largest 10 suppliers of Tommy Bahama products provided 43%48% of the products acquired during Fiscal 2016,2019, with no individual supplier providing greatermore than 10%.

We believe that advertising

Advertising and marketing are an integral part of the long-term strategy for the Tommy Bahama brand, and we therefore devote significant resources to these efforts. Tommy Bahama’s advertising, and marketing. Whilewhich emphasizes the advertising for Tommy Bahama promotes our products, the primary emphasis is on brandbrand’s image and brand lifestyle. Tommy Bahama's advertisinglifestyle, attempts to engage individuals within the brand'starget consumer demographic and guide them on a regular basis to our retail stores, e-commerce websites or wholesale customers'customers’ stores and websites in search of our products. The marketing of the Tommy Bahama brand includes email, internet and social media advertising and traditional media such as catalogs, print and other correspondence with customers,communications, as well as moving media and trade show initiatives. As a lifestyle brand, we believe that it is very important that Tommy Bahama communicate regularly with consumers via the use of email, internet and social media about product offerings or other brand events in order to maintain and strengthen Tommy Bahama's connections with its consumers.

Bahama’s guest connections.

We also believe that highly visible full-price retail store locations with creative design, broad merchandise selection and brand appropriate visual presentation are key enticements for customers to visitcustomers. We intend for our full-price retail stores and buy merchandise. We intend thatto enhance our full-price retail stores enhance theguests’ shopping experience, of our customers, which we believe will increase consumer brand loyalty. Marketing initiatives at our full-price retail stores may include special event promotions and a variety of public relations activities designed to create awareness of our products.

products, including those that support worthwhile causes in local communities.

In addition, we utilizeuse loyalty award cards, Flip-SideFlip Side events and Friends & Family events to drive traffic to our stores and websites. These initiatives are effective in increasing traffic as the proportion of our sales that occur during our marketing initiatives have increased in recent years.years, which puts some downward pressure on our direct to consumer gross margins. We believe our traditional and electronicdigital media communications increase the sales of our own full-price retail stores and e-commerce operations, as well as the sales of our products for our wholesale customers.

For certain of our wholesale customers, we also provide point-of-sale materials and signage to enhance the presentation of our products at their retail locations and/or participate in cooperative advertising programs.

We operate a Tommy Bahama distribution center in Auburn, Washington, which serves our North America direct to consumer and wholesale operations. Activities at the distribution center include receiving finished goods from suppliers,



inspecting the products and shipping the products to our Tommy Bahama stores, our wholesale customers and our e-commerce customers. We seek to maintain sufficient levels of Tommy Bahama inventory at the distribution center to support our direct to consumer operations, as well as pre-booked orders and some limited replenishment ordering for our wholesale customers. We use local third party distribution centers for our Asia-Pacific operations.

Direct to Consumer Operations

A key component of our Tommy Bahama growth strategy is to operate our own stores, restaurants and e-commerce websites, which we believe permits us to develop and build brand awareness by presenting our products in a setting specifically designed to showcase the aspirational lifestyle on which the products are based. Our Tommy Bahama direct to consumer channels, which consist of retail store, e-commerce and restaurant operations, in the aggregate, represented 77%80% of Tommy Bahama'sBahama’s net sales in Fiscal 2016. We expect the percentage of our Tommy Bahama sales which are direct to consumer sales will increase slightly in future years as we anticipate that the direct to consumer distribution channel will grow at a faster pace than the wholesale distribution channel.2019. Retail store, e-commerce and restaurant net sales accounted for 50%48%, 16%20% and 11%12%, respectively, of Tommy Bahama'sBahama’s net sales in Fiscal 2016.

2019.

Our direct to consumer strategy for the Tommy Bahama brand includes locating and operating full-price retail stores in upscale malls, lifestyle shopping centers, resort destinations and brand-appropriate street locations. Generally, we seek to locate our full-price retail stores in shopping areas and malls withthat have high-profile or upscale consumer brands for our full-price retail stores.brand adjacencies. As of January 28, 2017,February 1, 2020, the majority of our Tommy Bahama full-price retail stores were in street-front locations or lifestyle centers with the remainder primarily in regional indoor malls.malls, with a number of those regional indoor locations in resort travel destinations. Our full-price retail stores allow us the opportunity to carry a full line of current season merchandise, including apparel, home products and accessories, all presented in an aspirational, island-inspired atmosphere designed to be relaxed, comfortable and unique. We believe that the Tommy Bahama full-price

9

retail stores provide high visibility for the brand and products and allow us to stay close to the preferences of our consumers. Further, we believe that our presentation of products and our strategy to operate the full-price retail stores with limited in-store promotional activities are good for the Tommy Bahama brand and, in turn, enhance business with our wholesale customers. Generally, we believe there are opportunities for additional full-price retail stores in both warmer and colder climates, as we believe the more important consideration is whether the location attracts the affluent consumer that we are targeting.

We believe that we have opportunities for continued direct to consumer sales growth for our Tommy Bahama women’s business, which represented 31% of sales in our full-price direct to consumer operations in Fiscal 2019. In Fiscal 2019, approximately one-fourth of the sales of women’s product in our full-price direct to consumer operations were swimwear, cover-ups and swim-related products.

Disposal of discontinued or end of season inventory is an ongoing part of any apparel business and historically Tommy Bahama has utilizeduses its outlet stores, supplemented by e-commerce flash clearance sales and sales to off-price retailers and selected initial markdowns in our full-price retail stores and on our e-commerce websites to sell anyits end of season or excess inventory. Our Tommy Bahama outlet stores, which generated 10%9% of our total Tommy Bahama net sales in Fiscal 2016,2019, are generally located in outlet shopping centers that include upscale retailers and serve an important role in overall inventory management by often allowing us to sell discontinued and out-of-season products at better prices than are otherwise available from outside parties. We believe that this approach has helped us protect the integrity of the Tommy Bahama brand by allowing our full-price retail stores to limit promotional activity andwhile controlling the distribution of discontinued and out-of-season product. To supplement the clearance items sold in Tommy Bahama outlets, approximately 20%some of the product sold in our Tommy Bahama outlets wasare made specifically for our outlets. At this time and based on our anticipated proportion of clearance versus made-for items in our outlet stores, weWe anticipate that we would generally operate one outlet for approximately every three full-price retail stores.

In an effort to improveFiscal 2019, we closed two outlets at the profitabilityexpiration of our end of season clearance strategy for our products, in January 2017, we initiated selected initial markdowns in our full-price retail stores and on-line for end of season product for our women's, home and other products. We expect to continue that strategy and also plan to dispose of more end of season inventory for women's, home and other product categories through off-price retailers in the future than we have historically. These changes are expected to reduce the quantity of end of season product for those product categories that are transferred to our outlets in the future. We believe that reducing the amounts of these product categories, which were overrepresented in our outlets, will greatly improve the product offering and presentation in our outlet stores, which may ultimately improve the sales and profitability of our outlet stores and the profitability of our end of season clearance sales.
their respective lease term.

For Tommy Bahama'sBahama’s domestic full-price retail stores and retail-restaurant locations operating for the full Fiscal 20162019 year, sales per gross square foot, excluding restaurant sales and restaurant space, were approximately $605$615 during Fiscal 2016, compared to $655 for stores operating for the full Fiscal 2015 year. The decrease in sales per square foot was primarily due to the negative comparable full-price retail store sales during Fiscal 2016.2019. In Fiscal 2016,2019, our domestic outlet stores generated approximately $355$335 of sales per square foot for outlets open for the entire 20162019 fiscal year.

As of January 28, 2017February 1, 2020, we operated 1716 Tommy Bahama restaurants orincluding Marlin Bar locations, generally adjacent to a Tommy Bahama full-price retail store location, which together we often refer to as islands.location. These retail-restaurant locations, which generate approximately 25% of Tommy Bahama’s net sales, provide us with the opportunity to immerse customers in the ultimate Tommy Bahama experience. We do not anticipate that manythe majority of our retail locations will have an adjacent restaurant; however, in select high-profile brand appropriate locations such as Naples, Florida, Waikiki, Hawaii, and New York City, we have determined that an adjacent restaurant can further enhance the image or exposure of the



brand. The net sales per square foot in our domestic full-price retail stores whichthat are adjacent to a restaurant are on average two timestwice the sales per square foot of our other domestic full-price retail stores. We believe that the experience ofcustomer immersing themselves into the Tommy Bahama lifestyle by having a meal or a drink in aat the Tommy Bahama restaurant and visiting the adjacent retail store may entice the customer to purchase additional Tommy Bahama merchandise and potentially provide a memorable consumer experience that further enhances the relationship between Tommy Bahama and the consumer. During the Fourth Quarter of Fiscal 2016, we opened our first Marlin Bar concept location in Coconut Point, Florida. The Marlin Bar concept, like our traditional restaurant locations, is adjacent to one of our retail locations and serves food and beverages, but in a smaller space and with food options more focused on small plate offerings rather than entrees. The initial results of the Marlin Bar, in both the restaurant and full-price retail store of the location, have been well received and have exceeded our expectations. We believe that with the smaller footprint, reduced labor requirements and lower required capital expenditure for build-out, the Marlin Bar concept provides us with the long-term potential for opening retail-restaurant locations in sites that otherwise may not have been suitable or brand appropriate for one of our traditional retail-restaurant locations.

As of January 28, 2017,February 1, 2020, the total square feet of space utilizedused for our Tommy Bahama full-price retail store and outlet store operations was 0.6 million with another 0.1 million of total square feet utilizedused in our Tommy Bahama restaurant operations. The table below provides certain information regarding Tommy Bahama retail stores and restaurants operated by us as of January 28, 2017.February 1, 2020.

10

    

FullPrice Retail

    

    

RetailRestaurant

    

Stores

Outlet Stores

Locations (1)

Total

Florida

 

20

 

5

 

5

 

30

California

 

16

 

4

 

3

 

23

Texas

 

7

 

4

 

2

 

13

Hawaii

 

5

 

1

 

3

 

9

Nevada

 

4

 

1

 

1

 

6

Maryland

 

3

 

2

 

 

5

New York

 

2

 

2

 

1

 

5

Other states

 

36

 

12

 

1

 

49

Total domestic

 

93

 

31

 

16

 

140

Canada

 

7

 

2

 

 

9

Total North America

 

100

 

33

 

16

 

149

Australia

 

10

 

2

 

 

12

Japan

 

1

 

 

 

1

Total

 

111

 

35

 

16

 

162

Average square feet per store (2)

 

3,400

 

4,700

 

4,300

 

  

Total square feet at year end (2)

 

380,000

 

165,000

 

70,000

 

  

 Full-Price Retail StoresOutlet StoresRetail-Restaurant
Locations (1)
Total
Florida20
4
6
30
California15
5
3
23
Texas7
4
1
12
Hawaii4
1
3
8
Nevada4
1
1
6
Maryland3
2

5
New York2
2
1
5
Other states38
16
1
55
Total domestic93
35
16
144
Canada8
3

11
Total North America101
38
16
155
Australia8
2

10
Japan1

1
2
Other international1


1
Total111
40
17
168
Average square feet per store (2)3,400
4,600
4,300
 
Total square feet at year end380,000
185,000
75,000
 
(1)Consists of 1614 retail-restaurant locations of our traditional island format and onetwo Marlin Bar retail-restaurant concept.locations.
(2)Average squareSquare feet for retail-restaurant locations consists of average retail space square feet and excludes spacesquare feet used in the associated restaurant operations.

The table below reflects the changes in store count for Tommy Bahama stores during Fiscal 2016.

 Full-Price Retail StoresOutlet StoresRetail-Restaurant
Locations
Total
Open as of beginning of fiscal year107
41
16
164
Opened8


8
Closed(3)(1)
(4)
Retail store relocated/converted to Marlin Bar(1)
1

Open as of end of fiscal year111
40
17
168
During Fiscal 2017, we2019.

    

FullPrice Retail

    

    

RetailRestaurant

    

Stores

Outlet Stores

Locations

Total

Open as of beginning of fiscal year

 

113

 

37

 

17

 

167

Opened

 

1

 

 

 

1

Closed

 

(3)

 

(2)

 

(1)

 

(6)

Open as of end of fiscal year

 

111

 

35

 

16

 

162

We anticipate that our store count at the numberend of storesFiscal 2020 will remainbe comparable to our store count at the end of Fiscal 2016. Although we expect2019. Our initial Fiscal 2020 plan included opening six Marlin Bars, of which two are relocations and expansions of existing retail store locations, one is a conversion of a retail-restaurant location to open a handfulMarlin Bar and three are entirely new locations, and a very limited number of openings of full-price retail stores duringlocations. As of March 30, 2020, we have completed two of these Marlin Bars, while the other locations are scheduled for later in the year including full-price retail stores in Delray Beach, Florida and Napa, California as well as a retail-restaurant location at Legacy West in Dallas, Texas, we also expectbeing reassessed due to opportunistically close certain under-performing locations through lease expirations during the year. In future years, we do not



anticipate as many closures as we expect in Fiscal 2017. Therefore, in future years, we anticipate that we will increase the number of our retail locations, but most likely at a more modest pace than our historical trend.
COVID-19 outbreak.

The operation of full-price retail stores, outlet stores and retail-restaurant locations requiresrequire a greater amount of initial capital investment than wholesale operations, as well as greater ongoing operating costs. We estimate that we will spend approximately $1.3$1 million on average in connection with the build-out of a domestic full-price retail store. However, individual locations, particularly those in urban locations, may require investments greater than these amounts depending on a variety of factors, including the location and size of the full-price retail store. The cost of a traditional Tommy Bahama retail-restaurant location and a Marlin Bar is significantly more than the cost of a full-price retail store and can vary significantly depending on a variety of factors. Historically, the cost of our retail-restaurant locations has been approximately $5 million; however, we have spent significantly more than that amount for certain locations including New York City and Waikiki.significantly less than this amount for our two Marlin Bar locations. For most of our retail stores and restaurants, the landlord provides certain incentives to fund a portion of our capital expenditures.

We also incur capital expenditures when a lease expires and we determine it is appropriate to relocate to a new location in the same vicinity as the previous store. The cost

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Additionally, we incur capital expenditure costs related to periodic remodels of existing stores, particularly when we renew or extend a lease beyond the original lease term, or otherwise determine that a remodel of a store is appropriate. WhenWe also incur capital expenditures when a lease expires, and we determine it is appropriate to relocate to a new location in the same vicinity as the previous store. Alternatively, when a lease expires we may decide to close the store rather than relocating the store to another location or renewing the lease. As we reachThe cost of store relocations is generally comparable to the expirationscosts of more of our lease agreements in the near future, weopening a new full-price retail store or outlet store. We anticipate that the capital expenditures for relocations and remodels, in the aggregate, may continue to increase in future periods.

In addition to our full-price retail stores and outlet stores, our direct to consumer approach includes various e-commerce websites, including the tommybahama.com website. During Fiscal 2016,2019, e-commerce sales represented 16%20% of Tommy Bahama'sBahama’s net sales.sales, compared to 18% in Fiscal 2018. Our Tommy Bahama websites allow consumers to buy Tommy Bahama products directly from us via the internet. These websites also enable us to increase our database of consumer contacts, which allows us to communicate directly and frequently with consenting consumers. As we reach more customers in the future, we anticipate that our e-commerce distribution channel for Tommy Bahama will continue to grow at a faster pace than our domestic full-price retail store operations or wholesale operations. In Fiscal 2016, we held a select number of e-commerce flash clearance sales as a means of complementing our outlets in liquidating discontinued or out-of-season inventory. These sales represented 10% of Tommy Bahama e-commerce sales in Fiscal 2016.

Wholesale Operations

To complement our direct to consumer operations and have access to a larger group of consumers, we continue to maintain our profitable wholesale operations for Tommy Bahama. Tommy Bahama'sBahama’s wholesale customers consist of sales toinclude better department stores, and specialty stores and multi-brand e-commerce retailers that generally follow a retail model approach with limited discounting. We value our long-standing relationships with our wholesale customers and are committed to working with them to enhance the success of the Tommy Bahama brand within their stores.

Wholesale sales for Tommy Bahama accounted for 23%20% of Tommy Bahama'sBahama’s net sales in Fiscal 2016.2019. Approximately two-thirds55% of Tommy Bahama'sBahama’s wholesale business reflects sales to major department stores with the remaining wholesale sales primarily sales to specialty stores. Tommy Bahama men'smen’s products are available in more than 2,0001,800 retail locations in North America, retail locations, while Tommy Bahama women'swomen’s products are available in more than 1,0001,100 retail locations in North America retail locations.America. During Fiscal 2016, 18%2019, 15% of Tommy Bahama'sBahama’s net sales were to Tommy Bahama's tenBahama’s 10 largest wholesale customers, with its largest customer representing 6%5% of Tommy Bahama'sBahama’s net sales.

At the same time, we

We believe that the integrity and continued success of the Tommy Bahama brand, including its direct to consumer operations, is dependent, in part, upon controlled wholesale distribution, with careful selection of the retailers through which Tommy Bahama products are sold. As a result of our approach to limiting our wholesale customers,distribution, we believe that sales growth in our men'smen’s apparel wholesale business, which represented approximately 88%86% of Tommy Bahama'sBahama’s domestic wholesale sales in Fiscal 2016,2019, may be somewhat limited. However, we believe that we may have opportunities for wholesale sales increases for our Tommy Bahama women'swomen’s business in the future, with its appeal evidenced by women'swomen’s product representing 28%31% of sales in our full-price retail stores and e-commerce websites. Overall, we anticipate that the Tommy Bahama wholesale business will grow at a slower rate than the direct to consumer distribution channel.

websites in Fiscal 2019.

We maintain Tommy Bahama apparel sales offices and showrooms in New York and Seattle, as well as other locations, to facilitate sales to our wholesale customers. Our Tommy Bahama wholesale operations utilizeuse a sales force consisting of a combination of Tommy Bahama employees and independent commissioned sales representatives and Tommy Bahama employees.

representatives.

Licensing Operations



We believe licensing is an attractive business opportunity for the Tommy Bahama brand. For an established lifestyle brand, licensing typically requires modest additional investment but can yield high-margin income. It also affords the opportunity to enhance overall brand awareness and exposure. In evaluating a licensee for Tommy Bahama, we typically consider the candidate'scandidate’s experience, financial stability, sourcing expertise and marketing ability. We also evaluate the marketability and compatibility of the proposed licensed products with other Tommy Bahama products.

Our agreements with Tommy Bahama licensees are for specific geographic areas and expire at various dates in the future, and in limited cases include contingent renewal options. Generally, the agreements require minimum royalty

12

payments as well as additional royalty payments and, in most cases, advertising payments and/orbased on specified percentages of the licensee’s net sales of the licensed products as well as obligations to expend certain funds towards marketing the brand on an approved basis. Our license agreements generally provide us the right to approve all products, advertising and proposed channels of distribution. Third party license arrangements for our Tommy Bahama products include the following product categories:

Men’s and women’s headwear

Men's and women's headwear

Watches

Watches

Outdoor furniture and related products

Outerwear

Footwear

Belts, leather goods and gifts

Indoor furniture

Footwear

Men’s hosiery

Handbags

Handbags

Mattresses and box springs

Men's socks

Sleepwear

Luggage

Luggage

Bedding and bath linens

SleepwearRugsTable top accessories

Shampoo, soap and bath amenities

Fragrances

Fabrics

Table top accessories

Cigar accessories

Fragrances

Distilled spirits

In addition to our licenseslicense arrangements for the specific product categories listed above, we may enter into certain international distributor agreements which allow those parties to distribute Tommy Bahama apparel and other products on a wholesale and/or retail basis within certain countries or regions. As of January 28, 2017,February 1, 2020, we have agreements for distribution of Tommy Bahama products in the Middle East, Greater China and parts of Central and SouthLatin America. Substantially all of theThe products sold by the distributors generally are identical to the products sold in our own Tommy Bahama stores. In addition to selling Tommy Bahama goods to wholesale accounts, the distributors may, in some cases, operate their own retail stores. As of February 1, 2020, we have licensed Tommy Bahama stores located in the Middle East, Greater China and Central America. None of these agreements are expected to generate growth that would materially impact the operating results of Tommy Bahama in the near term in a meaningful manner.

term.

Seasonal Aspects of Business

Tommy Bahama'sBahama’s operating results are 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. Typically, the demand in the direct to consumer operations, including sales at our own stores and e-commerce sites, for Tommy Bahama products in our principal markets is generally higher in the spring, summer and holiday seasons and lower in the fall season. However, wholesale product shipments are generally shipped prior to each of the retail selling seasons. As the timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments or other factors affecting the business may vary from one year to the next, we do not believe that net sales or operating income (loss) for any particular quarter or the distribution of net sales and operating income (loss) for Fiscal 20162019 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years. The timing of Tommy Bahama's sales in the direct to consumer and wholesale distribution channels generally varies. Typically, the demand in the direct to consumer operations, including sales at our own stores and e-commerce site, for Tommy Bahama products in our principal markets is generally higher in the spring, summer and holiday seasons and lower in the fall season. However, wholesale product shipments are generally shipped prior to each of the retail selling seasons. The following table presents the percentage of net sales and operating income (loss) for Tommy Bahama by quarter for Fiscal 2016:

 First QuarterSecond QuarterThird QuarterFourth Quarter
Net sales25%28%19 %28%
Operating income (loss)30%47%(16)%39%
2019:

    

First Quarter

    

Second Quarter

    

Third Quarter

    

Fourth Quarter

 

Net sales

 

24

%  

28

%  

19

%  

29

%

Operating income (loss)

 

29

%  

44

%  

(15)

%  

42

%

Lilly Pulitzer

Lilly Pulitzer designs, sources, markets and distributes upscale collections of women'swomen’s and girl'sgirl’s dresses, sportswear and related products. The Lilly Pulitzer brand was originally created in the late 1950s by Lilly Pulitzer and is an affluent brand with a heritage and aesthetic based on the Palm Beach resort lifestyle. The brand is somewhat unique among women'swomen’s brands in that it has demonstrated multi-generational appeal, including among young women in college or recently graduated from college; young mothers with their daughters; and women who are not tied to the academic calendar. Lilly Pulitzer products can be found in our owned Lilly Pulitzer stores, in Lilly Pulitzer Signature Stores, which are described below, and on our Lilly Pulitzer website, lillypulitzer.com, as well as in better department and independent specialty stores. During Fiscal 2016, 46%2019, 50% and 38%35% of Lilly Pulitzer'sPulitzer’s net sales were for women'swomen’s sportswear and dresses, respectively, with the remaining sales consisting of Lilly Pulitzer accessories, including scarves, bags, jewelry and belts; children's apparel; footwear;belts, children’s apparel, footwear and licensed products.


13


We believe that there is significant opportunityare opportunities to expand the reach of the Lilly Pulitzer brand in the future, while at the same time maintaining the exclusive distribution that Lilly Pulitzer hasits historically maintained.select distribution. We believe that in order to take advantage of opportunities for long-term growth, we must continue to invest in the Lilly Pulitzer brand. These investments include costs to enhanceenhancing e-commerce and other technology capabilities; opening and operating full-price retail stores; the remodeling and relocation ofand/or relocating existing stores; and an increase inincreasing employment, advertising and other costsfunctions to support a growingthe business. While we believe that these investments will generate long-term benefits, the investments may have a short-term negative impact on Lilly Pulitzer'sPulitzer’s operating margin.

margin, particularly if there is insufficient sales growth to absorb the incremental costs in a particular year.

We believe the attraction of the Lilly Pulitzer brand to our consumers is a reflection of years of maintaining appropriate quality and design of the Lilly Pulitzer apparel, accessories and licensed products, restricting the distribution of the Lilly Pulitzer products to a select tier of retailers and effectively communicating the message of Lilly Pulitzer'sPulitzer’s optimistic Palm Beach resort chic lifestyle. We believe this approach to quality, design, distribution and communication has been critical in allowing us to achieve the current retail price points for Lilly Pulitzer products. We believe that the retail sales value of all Lilly Pulitzer branded products sold during Fiscal 2016,2019, including our estimate of retail sales by our wholesale customers and other third party retailers, exceeded $300$325 million.

Design, Sourcing, Marketing and Distribution

Lilly Pulitzer'sPulitzer’s products are developed by our dedicated design teams located at the Lilly Pulitzer headquarters in King of Prussia, Pennsylvania as well as in Palm Beach, Florida. Our Lilly Pulitzer design teams focus on the target consumer, and the design process combines feedback from buyers, consumers and our sales force, along with market trend research. Lilly Pulitzer apparel products are designed to incorporate various fiber types, including cotton, silk, linen and other natural and man-made fibers, or blends of two or more of these materials.

Lilly Pulitzer uses a combination of in-house employees in our King of Prussia and Hong Kong offices and third party buying agents primarily based in Asia to manage the production and sourcing of the Lilly Pulitzerits apparel products. Through its buying agents and direct sourcing, Lilly Pulitzer used approximately 5060 vendors, with the largestno individual supplier providing more than 10%, and the largest 10 suppliers providing 59%55%, of the Lilly Pulitzer products acquired during Fiscal 2016.2019. In Fiscal 2016, 56%2019, 45% of Lilly Pulitzer'sPulitzer’s product purchases were from manufacturers located in China.

We believe that advertising

Advertising and marketing are an integral part of the long-term strategy of the Lilly Pulitzer brand, and we therefore devote significant resources to advertising and marketing. Lilly Pulitzer'sPulitzer’s advertising attempts to engage individuals within the brand'sbrand’s consumer demographic and guide them on a regular basis to our full-price retail stores, e-commerce websites and wholesale customers'customers’ stores and websites in search of our products. The marketing of the Lilly Pulitzer brand includes email, internet, and social media and influencer advertising, as well as traditional media such as catalogs, print and other correspondence with customerscommunications and moving media and trade show initiatives. We believe that it is very important that a lifestyle brand effectively communicate with consumers on a regular basis via the use of electronic media and print correspondence about product offerings or other brand events in order to maintain and strengthen the brand'sbrand’s connections with consumers.

guests.

In addition to our ongoing Lilly Pulitzer marketing initiatives, on occasion we also enter into collaborations with others, including airlines and other retailers,third parties to increase brand awareness or create additional brand excitement. Often these collaborations do not generate material direct revenue for Lilly Pulitzer, but instead provide significant press or social media exposure and excitement for the brand that complement our ongoing advertising and marketing initiatives. We believe in today'stoday’s environment it is important to continue to find new, creative ways to advertise and market in ways thatorder to differentiate the brand.

We believe that highly visible full-price retail store locations with creative design, broad merchandise selection and brand appropriate visual presentation are key enticements for customers to visit our full-price retail stores and buy merchandise. We believe that our full-price retail stores enhance the shopping experience of our customers, which will increase consumer brand loyalty. Marketing initiatives at certain of our full-price retail stores may include special event promotions and a variety of public relations activities designed to create awareness of our stores and products.products and in some cases including "shop and share" events benefiting local charities. At certain times during the year, an integral part of the direct to consumer marketing plan for Lilly Pulitzer includes certain gift with purchase programs where the consumer earns the right to a Lilly Pulitzer gift product if certain spending thresholds are achieved. We believe that our full-price retail store

14

operations, as well as our traditional and electronicdigital media communications and periodic collaborations with others, enhance brand awareness and increase the sales of Lilly Pulitzer products in all channels of distribution.

For certain of our wholesale customers, we also provide point-of-sale materials and signage to enhance the presentation of our branded products at their retail locations and/or participate in cooperative advertising programs.

Lilly Pulitzer operates a distribution center in King of Prussia, Pennsylvania. Activities at the distribution center include receiving finished goods from suppliers, inspecting the products and shipping the products to wholesale customers, Lilly Pulitzer full-price retail stores and our e-commerce customers. We seek to maintain sufficient levels of inventory at the



distribution center to support our direct to consumer operations, as well as pre-booked orders and some limited replenishment ordering for our wholesale customers.

Direct to Consumer Operations

A key component of our Lilly Pulitzer growth strategy is to operate our own stores and e-commerce website, which we believe permits us to develop and build brand awareness by presenting products in a setting specifically designed to showcase the aspirational lifestyle on which they are based. The distribution channels included in Lilly Pulitzer'sPulitzer’s direct to consumer strategy consistdistribution channel, which consists of full-price retail store and e-commerce operations, and represented 68%79% of Lilly Pulitzer'sPulitzer’s net sales in both Fiscal 2016 and Fiscal 2015. We expect the percentage of our Lilly Pulitzer sales which are direct to consumer sales will increase in future years as we anticipate that the retail and e-commerce components of the Lilly Pulitzer business will grow at a faster rate than the wholesale distribution channel.

2019.

Our direct to consumer strategy for the Lilly Pulitzer brand includes operating full-price retail stores in higher-end malls, lifestyle shopping centers, resort destinations and brand-appropriate street locations. Sales at our full-price retail stores represented 36%41% of Lilly Pulitzer'sPulitzer’s net sales during Fiscal 2016.2019. As of January 28, 2017, less than one-halfFebruary 1, 2020, about 40% of the Lilly Pulitzer stores were located in indoor regional malls, slightly more than one-third of theour Lilly Pulitzer stores were located in outdoor regional lifestyle centers and approximately one-third of our Lilly Pulitzer stores were located in indoor regional malls, with the remaining locations were primarilyin resort or street locations. In certain resort locations such as Nantucket and Watch Hill, our stores are only open during the resort season. Additionally, we may open temporary pop-up stores in certain locations.

Each full-price retail store carries a wide range of merchandise, including apparel, footwear and accessories, all presented in a manner intended to enhance the Lilly Pulitzer image, brand awareness and acceptance. Our Lilly Pulitzer full-price retail stores allow us to present Lilly Pulitzer'sPulitzer’s full line of current season products. We believe our Lilly Pulitzer full-price retail stores provide high visibility for the brand and products and also enable us to stay close to the needs and preferences of consumers. We also believe that our presentation of products and our strategy to operate the full-price retail stores with limited promotional activities complement our business with our wholesale customers. Generally, we believe there are opportunities for full-price retail stores in both warmer and coldercooler climates, as we believe the more important consideration is whether the location attracts the affluent consumer that we are targeting.

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Lilly Pulitzer'sPulitzer’s full-price retail store sales per gross square foot for Fiscal 20162019 were approximately $840$720 for the full-price retail stores which were open the full Fiscal 2016 year compared to approximately $835 for the Lilly Pulitzer stores open for the full Fiscal 20152019 year. The increase in sales per gross square foot from the prior year was primarily due to the favorable impact of the Fiscal 2016 closure of one store which offset a 1% decrease in sales in full-price retail stores that were determined to be comparable stores for Fiscal 2016. The table below provides certain information regarding Lilly Pulitzer full-price retail stores as of January 28, 2017.

February 1, 2020.

Number of

Full-Price Retail Stores

Florida

14


Number of

Texas

4


FullPrice Retail

Other

22


Stores

Total

Florida

40


18

Massachusetts

7

Virginia

6

North Carolina

4

Ohio

3

Texas

3

Other

20

Total

61

Average square feet per store

2,700


2,600

Total square feet at year-end

110,000


160,000

The table below reflects the changes in store count for Lilly Pulitzer stores during Fiscal 2016.

2019.

FullPrice Retail

Full-Price Retail

Stores

Open as of beginning of fiscal year

34


62

Opened

7


2

Closed

(1

)

(3)

Open as of end of fiscal year

40


61

During Fiscal 2019, we opened Lilly Pulitzer stores in Newport Beach, California, and Wilmington, North Carolina, and closed three stores which were no longer deemed appropriate locations for the brand. In Fiscal 2017,2020, we expectanticipate that Lilly Pulitzer’s store opening pace will be comparable to open six full-price retail stores, including storesor less than the store opening pace in St. Louis, Missouri, Raleigh, North Carolina, Columbus, Ohio, and Watch Hill, Rhode Island. Subsequent to Fiscal 2017, we expect to open four to six full-price retail stores each year in the near future.2019. The operation of full-price retail stores requires a greater amount of initial capital investment than wholesale operations, as well as greater ongoing operating costs. We anticipate that most future full-price retail store openings will generally be less than 2,500 square feet on average; however, many stores will be larger or smaller than 2,500 square feet with the determination of actual size of the store dependingwill depend on a variety of criteria. To open a 2,500 square foot Lilly Pulitzer full-



pricefull-price retail store, we anticipate capital expenditures of approximately $0.8$1 million on average. For most of our full-price retail stores, the landlord provides certain incentives to fund a portion of our capital expenditures.

In addition to new store openings, we also incur capital expenditure costs related to remodels, expansions or downsizing of existing stores, particularly when we renew or extend a lease beyond the original lease term, or otherwise determine that a remodel of a store is appropriate. We may also incur capital expenditures if we determine it is appropriate to relocate a store to a new location. The cost of store relocations, if any, will generally be comparable to the cost of opening a new store. Alternatively, when a lease expires we may decide to close the store rather than relocating the store to another location or renewing the lease. As an example, in Fiscal 2016, we closed our East Hampton, New York store at the expiration of the lease agreement.

In addition to operating Lilly Pulitzer full-price retail stores, another key element of our direct to consumer strategy is the lillypulitzer.com website, which represented 32%38% of Lilly Pulitzer'sPulitzer’s net sales in Fiscal 2016 compared to 30% in Fiscal 2015.2019. The Lilly Pulitzer e-commerce business has experienced significant growth in recent years, and we anticipate that the rate of growth of the e-commerce business will remain strong in the future.

We also utilizeuse the Lilly Pulitzer website as an effective means of liquidating discontinued or out-of-season inventory in a brand appropriate manner. Usually, we have twomanner and at gross margins in excess of 40% via e-commerce flash clearance sales per year, both of which are in typical industry end-of-season promotional periods.sales. These sales are brand appropriate events that create a significant amount of excitement with loyal Lilly Pulitzer consumers, who are looking for an opportunity to purchase Lilly Pulitzer products at a discounted price. Each of these twoThese e-commerce flash clearance sales aretypically run for a very limited numberthree days during the summer clearance period in September and for two days during the post-holiday clearance period in January,

16

allowing the Lilly Pulitzer website to remain full-price for the remainderremaining 360 days of the year. During Fiscal 2016,2019, approximately 39%44% of Lilly Pulitzer'sPulitzer’s e-commerce sales were e-commerce flash clearance sales.

Wholesale Operations

To complement our direct to consumer operations and have access to a larger group of consumers, including those who may wish to shop at a specialty store or department store, we continue to maintain our profitable wholesale operations for Lilly Pulitzer. These wholesale operations are primarily with independent specialty stores, Signature Stores, better department stores and independent specialty storesmulti-branded e-commerce retailers that generally follow a retail model approach with limited discounting. During Fiscal 2016,2019, approximately 32%21% of Lilly Pulitzer'sPulitzer’s net sales were sales to wholesale customers. During Fiscal 2016, 40%2019, about one-third of Lilly Pulitzer'sPulitzer’s wholesale sales were to Lilly Pulitzer'sPulitzer’s Signature Stores, as described below, while approximately one-thirdone-fourth of Lilly Pulitzer'sPulitzer’s wholesale sales were to specialty stores and one-fourth of Lilly Pulitzer’s wholesale sales were to department stores. The remaining wholesale sales were primarily to national accounts, including on-line retailers, and off-price retailers. Lilly Pulitzer'sPulitzer’s net sales to its ten10 largest wholesale customers represented 17%12% of Lilly Pulitzer'sPulitzer’s net sales in Fiscal 20162019 with its largest customer representing less than 5% of Lilly Pulitzer'sPulitzer’s net sales.

An important part of Lilly Pulitzer'sPulitzer’s wholesale distribution is sales to Signature Stores. For these stores, we enter into agreements whereby we grant the other party the right to independently operate one or more stores as a Lilly Pulitzer Signature Store, subject to certain conditions, including designating substantially all the store specifically for Lilly Pulitzer products and adhering to certain trademark usage requirements. These agreements are generally for a two-year period. We sell products to these Lilly Pulitzer Signature Stores on a wholesale basis and do not receive royalty income associated with these sales. As of January 28, 2017,February 1, 2020, there were 6753 Lilly Pulitzer Signature Stores.

Although we do not expect that the Lilly Pulitzer wholesale business will grow at the same pace as the direct to consumer distribution channel, we value our long-standing relationships with our wholesale customers and are committed to working with them to enhance the success of the Lilly Pulitzer brand within their stores.

We believe that the integrity and continued success of the Lilly Pulitzer brand, including its direct to consumer operations, is dependent, in part, upon controlled wholesale distribution with careful selection of the retailers through which Lilly Pulitzer products are sold. We continue to value our long-standing relationships with our wholesale customers and are committed to working with them to enhance the success of the Lilly Pulitzer brand within their stores. Lilly Pulitzer apparel products are available in more than 250 locations of ourapproximately 300 wholesale customers.

doors.

We maintain Lilly Pulitzer apparel sales offices and showrooms in Palm Beach, Florida, King of Prussia, Pennsylvania and New York City. Our wholesale operations for Lilly Pulitzer utilizeuse a sales force consisting of salaried sales employees.

Licensing Operations

We license the Lilly Pulitzer trademark to licensees in categories beyond Lilly Pulitzer'sPulitzer’s core product categories. In the long term, we believe licensing may be an attractive business opportunity for the Lilly Pulitzer brand, particularly once our direct to consumer presence has expanded. Once a brand is established, licensing requires modest additional investment but can yield high-margin income. It also affords the opportunity to enhance overall brand awareness and exposure. In evaluating a potential Lilly Pulitzer licensee, we consider the candidate'scandidate’s experience, financial stability, manufacturing performance and marketing ability. We also evaluate the marketability and compatibility of the proposed products with other Lilly Pulitzer brandbranded products.



Our agreements with Lilly Pulitzer licensees are for specific geographic areas and expire at various dates in the future. Generally, the agreements require minimum royalty payments as well as royalty and advertising payments based on specified percentages of the licensee'slicensee’s net sales of the licensed products. Our license agreements generally provide us the right to approve all products, advertising and proposed channels of distribution.

Third party license arrangements for Lilly Pulitzer products include the following product categories: stationery and gift products; home furnishing fabrics;products; and eyewear.

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Seasonal Aspects of Business

Lilly Pulitzer'sPulitzer’s operating results are impacted by seasonality as the demand by specific product or style as well as demand by distribution channel may vary significantly depending on the time of year. Typically, the demand in the direct to consumer operations including sales for our own stores and e-commerce sites, for Lilly Pulitzer products in our principal markets is generally higher in the spring, summer and resort seasons and lower in the fall season. However, wholesale product shipments are generally shipped prior to each of the retail selling seasons. Further, in the third and fourth quarters of our fiscal year, which have not historically been strong full-price direct to consumer or wholesale quarters for Lilly Pulitzer, Lilly Pulitzer has held significant e-commerce flash clearance sales which partially offsets the impact of seasonality on Lilly Pulitzer's sales.Pulitzer’s sales, but to a lesser degree on operating income. As the timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments, the magnitude of e-commerce flash clearance sales or other factors affecting the business may vary from one year to the next, we do not believe that net sales or operating income for any particular quarter or the distribution of net sales for Fiscal 20162019 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years. The following table presents the percentage of net sales and operating income for Lilly Pulitzer by quarter for Fiscal 2016:

 First QuarterSecond QuarterThird QuarterFourth Quarter
Net sales28%30%22%20%
Operating income40%44%12%4%
2019:

    

First Quarter

    

Second Quarter

    

Third Quarter

    

Fourth Quarter

 

Net sales

 

25

%  

27

%  

25

%  

23

%

Operating income

 

29

%  

40

%  

21

%  

10

%

Lanier Apparel

Lanier Apparel designs, sources and distributes branded and private label men'smen’s apparel, including tailored clothing, casual pants and sportswear, across a wide range of price points, but primarily at moderate price points. The majority of our Lanier Apparel products are sold under certain trademarks licensed to us by third parties. Lanier Apparel'sApparel’s licensed brands for certain product categories include Kenneth Cole®, Dockers®, Geoffrey Beene®,Cole Haan® and Nick Graham® and Andrew Fezza®. Additionally, we design and market products for our owned Billy London®, Oxford® (formerly Oxford Golf®), Duck Head® and Strong SuitTMSuit® brands. Both Duck Head and Strong Suit were acquired during Fiscal 2016. Sales of branded products licensed to us or owned by us represented 75%65% and 15%, respectively, of Lanier Apparel'sApparel’s net sales during Fiscal 2016.

2019.

In addition to these branded businesses, Lanier Apparel designs and sources private label apparel products for certain customers, including tailored clothing and pants programs for large department stores, warehouse clubs, and other retailers. Sales of private label products represented 20% of Lanier Apparel’s net sales in Fiscal 2019. For our large retail customers, the private label programs offer the customer product exclusivity, generally at higher gross margins than they would achieve on branded products, while allowing us the opportunity to leverage our design, sourcing, production, logistics and distribution infrastructure. For other customers, we may perform any combination of design, sourcing, production, logistics or distribution services for a brand owner who will then distribute the product acquired from us through their wholesale or direct to consumer operations.owner. In these cases, the brand owner may have determined it is more efficient to outsource certain functions, may be a smaller company that lacks such functional expertise or may want to focus their energies on the other aspects of their brand. Lanier Apparel asis an efficient operator that excels in sourcing, production, logistics, distribution and design and can increaseleverage its profitabilityinfrastructure by providing valuable services and resources to these smaller companies which may also allow the third party to operate their business in a more cost-effective manner than if the third party performed all the functions in-house.

brand owners.

Our Lanier Apparel products are primarily sold through large retailers including department stores, discount and off-price retailers, warehouse clubs, national chains, specialty retailers, multi-branded e-commerce retailers and others throughout the United States.others. Lanier Apparel'sApparel’s products are sold in more than 5,000 retail locations. In Lanier Apparel, we have long-standing relationships with some of the United States'States’ largest retailers.retailers, including department stores which represented 30% of Lanier Apparel’s sales in Fiscal 2019. During Fiscal 2016,2019, Lanier Apparel's twoApparel’s four largest customers represented 24%, 18%, 14% and 16%,13% respectively, of Lanier Apparel'sApparel’s net sales. Sales to Lanier Apparel'sApparel’s 10 largest customers represented 73%more than 85% of Lanier Apparel'sApparel’s net sales during Fiscal 2016.2019. The amount and percentage of net sales attributable to an individual customer in future years may be different than Fiscal 20162019 as sales to wholesale customers are not tied to long-term contracts.

As muchcertain of Lanier Apparel'sApparel’s private label and branded sales are program based, where Lanier Apparel must bid for a program on a case-by-case and season-by-season basis, an individual customer could increase, decrease or

18

discontinue its purchases from us



at any time. Thus, significant fluctuations in Lanier Apparel'sApparel’s operating results from one year to the next may result, particularly if a program is not renewed, the customer decides to use another vendor, we determine that the return on the program is not acceptable to us, a new program is initiated, there is a significant increase in the volume of the program or otherwise. Additionally, in accordance with normal industry practice, as part of maintaining an ongoing relationship with certain customers, Lanier Apparel may be required to provide cooperative advertising or other incentives to the customer.

The moderate price point tailored clothing and sportswear markets are extremely competitive sectors, with significant retail competition as well as gross margin pressures due to retail sales price pressures and production cost increases. We believe that our Lanier Apparel business has historically excelled at bringing quality products to our large big box customers at competitive prices and managing inventory risk appropriately while requiring minimal capital expenditure investments.

In order to better align Lanier Apparel’s operations with its historical operational strength of focusing on larger customers, we have decided to exit certain unprofitable or smaller customers and reduce infrastructure costs related to its sportswear business. We believe these changes will allow Lanier Apparel to focus on large volume programs and customers, where it has historically been successful.

Design, Manufacturing, Sourcing, Marketing and Distribution

We believe that superior customer service and supply chain management, as well as the design of quality products, are all integral components of our strategy in the branded and private label tailored clothing and sportswear markets in which Lanier Apparel operates. Our Lanier Apparel design teams, which are primarily located in New York City and Atlanta, focus on the target consumer for each brand and product. The design process combines feedback from buyers and sales agents along with market trend research and input from manufacturers. Our various Lanier Apparel products are manufactured from a variety of fibers, including wool, silk, linen, cotton and other natural fibers, as well as synthetics and blends of these materials.

Lanier Apparel manages production in Asia and Latin America through a combinationthe efforts of efforts from our Lanier Apparel offices in Atlanta and Hong Kong as well as with third party buying agents. Lanier Apparel'sApparel’s sourcing operations are also supplemented, as appropriate, by third party contractors who may provide certain sourcing functions or in-country quality assurance to further enhance Lanier Apparel'sApparel’s global sourcing operations. During Fiscal 2016, 77%2019, 70% of Lanier Apparel'sApparel’s product purchases were from manufacturers located in Vietnam. Lanier Apparel purchased goods from approximately 150125 suppliers in Fiscal 2016.2019. The 10 largest suppliers of Lanier Apparel provided 85%90% of the finished goods and raw materials Lanier Apparel acquired from third parties during Fiscal 2016,2019, with 31%30% of our product purchases acquired from Lanier Apparel'sApparel’s largest third party supplier. In addition to purchasing products from third parties, Lanier Apparel operates a manufacturing facility, located in Merida, Mexico, which produced 10% of our Lanier Apparel products during Fiscal 2016.

2019.

The advertising efforts of Lanier Apparel are much more product specific than the advertising for our owned lifestyle brands. For Lanier Apparel'sApparel’s licensed branded products, advertising primarily consists of cooperative advertising with our larger customers, contributions to the licensor based on a specified percentage of our net sales to fund the licensor'slicensor’s general brand advertising initiatives and attending brand appropriate trade shows. As a provider of private label apparel, we areLanier Apparel is generally not responsible for advertising for private label brands.

For its owned brands, Lanier Apparel engages in marketing activities to increase the recognition and appeal of the brands.

For Lanier Apparel, we utilizeuse a distribution center located in Toccoa, Georgia, a distribution center in Lyons, Georgia and certain third party distribution centers for our product shipments, where we receive goods from our suppliers, inspect those products and ship the goods to our customers. We seek to maintain sufficient levels of inventory to support programs for pre-booked orders and to meet customer demand for at-once ordering. For certain standard product styles, which represents about one-half of Lanier Apparel’s net sales, we maintain in-stock replenishment programs, providing shipment to customers and consumers within just a few days of receiving the order. These types of programs generally require higher inventory levels. Lanier Apparel utilizesuses various off-price retailers to sell excess prior-season inventory.

19

We maintain apparel sales offices and showrooms for our Lanier Apparel products in several locations, including New York City and Atlanta and employ a sales force consisting of a combinationprimarily of salaried employees and independent sales reps.employees. Lanier Apparel operates a number of websites for certain of its businesses and also ships orders directly to consumers who purchase products from the websites of certain of its wholesale customers.

Sales to our customers where the consumer orders from the website of Lanier Apparel’s wholesale customers, e-commerce retailers and catalog retailers as well as sales on Lanier Apparel’s own websites represented 20% of Lanier Apparel’s sales in Fiscal 2019.

Seasonal Aspects of Business

Lanier Apparel'sApparel’s operating results are impacted by seasonality as the demand by specific product or style may vary significantly depending on the time of year. As a wholesale apparel business, in which product shipments generally occur prior to the retail selling seasons, the seasonality of Lanier Apparel generallyoften reflects stronger spring and fall wholesale deliveries which typically occur in our first and third quarters; however, in some fiscal years this will not be the case due to muchcertain of Lanier Apparel'sApparel’s operations resulting from program-driven businesses. The timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments, the introduction of new programs, the loss of programs or customers or other factors affecting the business may vary significantly from one year to the next. For example, in the Fourth Quarter of Fiscal 2019, Lanier Apparel incurred significant inventory markdown charges which along with lower net sales, resulted in an operating loss for the quarter. Therefore, we do not believe that net sales or operating income of Lanier Apparel for any particular quarter or the distribution of net sales and operating income for Fiscal 20162019 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years. The following table presents the percentage of net sales and operating income for Lanier Apparel by quarter for Fiscal 2016:



 First QuarterSecond QuarterThird QuarterFourth Quarter
Net sales27%19%35%19%
Operating income41%1%53%5%
2019:

    

First Quarter

    

Second Quarter

    

Third Quarter

    

Fourth Quarter

 

Net sales

 

27

%  

22

%  

30

%  

21

%

Operating income

 

81

%  

17

%  

133

%  

(131)

%

Southern Tide

On April 19, 2016, we

We acquired Southern Tide, LLC, which owns the Southern Tide lifestyle apparel brand.brand in Fiscal 2016. Southern Tide designs, sources, markets and distributes high-quality apparel bearing the distinctive Skipjack logo. Southern Tide offers an extensive selection of men’s shirts, pants, shorts, outerwear, ties, swimwear, footwear and accessories, as well as women'swomen’s and youth collections. Launched in 2006, Southern Tide combines the modern design elements of today'stoday’s youthful trends with love for the Southern culture and lifestyle. The brand has an appeal to all ages who have an appreciation for classic design, vibrant colors and a great fit and an affection for the coast. Southern Tide products can be found in independent specialty retailers, better department stores, Southern Tide Signature Stores as described below, and on our Southern Tide website, southerntide.com. During the period from the acquisition date in April 2016 through the end of Fiscal 2016, 77%2019, 79% of Southern Tide'sTide’s sales were wholesale sales and 23%21% of Southern Tide'sTide’s sales were e-commerce sales.

Since the acquisition, we have emphasized the integration of the Southern Tide operations, as appropriate, into our infrastructure, including integrating Southern Tide into our existing corporate infrastructure for many back-office functions and services such as accounting, treasury, credit, human resources, information technology, insurance, product quality control, factory compliance and inbound/outbound logistics. Additionally, the inventory and distribution operations of Southern Tide were transferred from a third party distribution center to our Lyons, Georgia distribution center. Southern Tide has also began utilizing our Hong Kong-based sourcing operations for certain product categories starting in the Fall 2017 season. We believe that integrating these sourcing, distribution, administrative and back-office functions into our existing infrastructure allows the Southern Tide management team greater ability to focus on the consumer facing functions of the Southern Tide business, including design, sales and marketing, while also leveraging our existing expertise in certain areas, which we believe will allow for more efficient and effective operations for the Southern Tide business.

We believe that there is significant opportunity to expand the reach of the Southern Tide brand by further increasing the specialty store, department store and Signature Storewholesale presence of the brand, as well as increasingand growing the direct to consumer business including e-commerce and retail sales. However, thisWe believe that the wholesale growth and expansion will be at a prudent pace as we believe that the integrity and success of the Southern Tide brand is dependent, in part, upon controlled wholesale distribution with careful selection of the retailers through which Southern Tide products are sold.

We anticipate that the direct to consumer operations will grow at a faster pace than wholesale operations fueled by the addition of more owned Southern Tide retail stores in future years, after opening the first owned Southern Tide retail store in the Fourth Quarter of Fiscal 2019, as well as continued growth in our Southern Tide e-commerce operations.

We believe that in order to take advantage of opportunities for long-term growth, we must continue to invest in the Southern Tide brand. In the near term, these investments will primarily consist of an increase in employment, advertising and other costs to support a growing wholesale business with specialty and department stores, increasing the number of Southern Tide Signature Stores and costs to enhance e-commerce and other technology capabilities. While we believe that these investments will generate long-term benefits, the investments may have a short-term negative impact on Southern Tide'sTide���s operating margin given the current size of the Southern Tide business. We believe that the retail sales value of all Southern Tide branded products sold during the period from the acquisition date through the end of Fiscal 2016,2019, including our estimate of retail sales by our wholesale customers and other third party retailers, exceeded $50$85 million.

20

Design, Sourcing, Marketing and Distribution

Southern Tide'sTide’s products are developed by our dedicated design teams located at the Southern Tide headquarters in Greenville, South Carolina. Our Southern Tide design teams focus on the target consumer, and the design process combines feedback from buyers, consumers and our sales force, along with market trend research. Southern Tide apparel products are designed to incorporate various fiber types, including cotton and other natural and man-made fibers, or blends of two or more of these materials.

During the period from the acquisition date through the end of Fiscal 2016,2019, Southern Tide primarily used third party buying agents forour Hong Kong-based sourcing office to manage the production and sourcing of a majority of its apparel products. Through itsproduct purchases with the remaining product purchases via third party buying agents,agents. Southern Tide used approximately 5060 suppliers with the largest individual supplier providing 24% and three other suppliers each providing more than 10%20% of the Southern Tide products. Theproducts in Fiscal 2019. Also, the largest 10 suppliers of Southern Tide provided 81%70% of the Southern Tide products acquired, while 61%acquired. Approximately 35%, 25% and 18%25% of Southern Tide apparel products were sourced from China, Vietnam and Peru,Indonesia, respectively. Southern Tide currently is in the process of transitioning some of its product purchases from third party buying agents to our Hong Kong-based sourcing team. We believe that products can generally be sourced in a more cost effective manner through our existing internal sourcing operations than through third party buying agents.

We believe that advertising

Advertising and marketing are an integral part of the long-term strategy for the Southern Tide brand, and we therefore devote significant resources to advertising and marketing. Southern Tide'sTide’s advertising attempts to engage



individuals within the brand'sbrand’s consumer demographic and guide them on a regular basis to our e-commerce website and wholesale customers'customers’ stores and websites in search of our products. The marketing of the Southern Tide brand includes email, internet and social media advertising as well as traditional media such as catalogs, print and other correspondence with customers and moving media and trade show initiatives. We believe that it is very important that a lifestyle brand effectively communicate with consumers on a regular basis via the use of electronic media and print correspondence about product offerings or other brand events in order to maintain and strengthen the brand'sbrand’s connections with consumers. For certain of our wholesale customers, we also provide point-of-sale materials and signage to enhance the presentation of our branded products at their retail locations and/or participate in cooperative advertising programs.
Additionally, Southern Tide utilizesenters into certain sponsorship or co-branding arrangements, which may be for a particular cause or non-profit organization, that the Southern Tide team believes will resonate with its target consumers.

Southern Tide used our owned distribution center in Lyons, Georgia for its warehouse and distribution center operations. Activities at the distribution center include receiving finished goods from suppliers, inspecting the products and shipping the products to wholesale customers and our e-commerce customers.customers as well as embroidery of certain collegiate, corporate and golf related products. We seek to maintain sufficient levels of inventory at the distribution center to support our direct to consumer operations, as well as pre-booked orders and some limited replenishment ordering for our wholesale customers.

Wholesale Operations

At this time, Southern Tide'sTide’s business is predominantly a wholesale business with sales to independent specialty stores, department stores and Southern Tide Signature Stores. Southern Tide'sTide’s wholesale operations provide an opportunity to grow our business and have access to a large group of consumers. During the period from the acquisition date through the end of Fiscal 2016, less than 10%2019, approximately 19% of Southern Tide'sTide’s sales were to department stores and less than 5%10% of net sales were to Southern Tide Signature Stores. Southern Tide'sTide’s net sales to its five10 largest wholesale customers represented 20%38% of Southern Tide'sTide’s net sales in the period from the acquisition date through the end of Fiscal 2016,2019, with its largest customer representing 6%15% of Southern Tide'sTide’s net sales. Southern Tide products are available in more than 9501,000 retail locations.

A component of Southern Tide'sTide’s plans for growth in wholesale distribution is sales to Signature Stores. For these stores,Signature Stores, we enter into license agreements whereby we grant the other party the right to independently operate one or more stores as a Southern Tide Signature Store, subject to certain conditions, including designating substantially all the store specifically for Southern Tide products and adhering to certain trademark usage requirements. We sell products to these Southern Tide Signature Stores on a wholesale basis and do not receive royalty income associated with these sales. As of January 28, 2017,February 1, 2020, there were three15 Signature Stores locatedincluding stores in Kiawah Island, South Carolina, Greenville,Florida, Massachusetts, South Carolina and Naperville, Illinois.North Carolina. We anticipate entering intosome additional Signature Store arrangementsStores opening in the future.Fiscal 2020. In addition, we believe there is opportunity for wholesale growth for Southern Tide in women’s apparel, which represented 15% of Southern Tide’s net sales in Fiscal 2019.

21

We maintain Southern Tide apparel sales offices and showrooms in Greenville, South Carolina. Our wholesale operations for Southern Tide utilizeuse a sales force consisting of a combination of salaried sales employees and commissioned agents.

Direct to Consumer Operations

A key component of our Southern Tide growth strategy is to expand our direct to consumer operations, which currently consists of the Southern Tide website. In the future, we may open ownedwebsite and retail stores; however, we do not expect to open any owned retail stores during Fiscal 2017.store operations. The Southern Tide website markets a full line of merchandise, including apparel and accessories, all presented in a manner intended to enhance the Southern Tide image, brand awareness and acceptance. We believe our Southern Tide website enables us to stay close to the needs and preferences of consumers.

We In addition to off-price retailers, we also utilizeuse the Southern Tide website as a means of liquidating discontinued or out-of-season inventory in a brand appropriate manner. During the year, we have a number of e-commerce flash clearance sales per year, which are typically in industry end of season promotional periods.

In the Fourth Quarter of Fiscal 2019, we opened our first owned Southern Tide retail store in Jacksonville, Florida. During the year, we prepared for this retail store opening and roll-out by adding retail management leadership to the Southern Tide team. We anticipate opening retail stores in Fort Lauderdale and Destin, Florida during Fiscal 2020, and we continue to look at additional opportunities for locations that may open later in the year.

The operation of full-price retail stores requires a greater amount of initial capital investment than wholesale operations, as well as greater ongoing operating costs. We anticipate that most future full-price retail store openings will generally be approximately 2,000 square feet on average; however, the determination of actual size of the store will depend on a variety of criteria. To open a 2,000 square foot Southern Tide full-price retail store, we anticipate capital expenditures of less than $1 million per store. We anticipate that for most of our full-price retail stores, the landlord will provide certain incentives to fund a portion of our capital expenditures, which is consistent with our other operating groups.

Licensing Operations

We currently license the Southern Tide trademark to a licenseelicensees for certain bed, bath and bathtie product categories. The agreement requiresagreements require minimum royalty payments as well as royalty and advertising payments based on specified percentages of the licensee’s net sales of the licensed products and provides us the right to approve all products, advertising and proposed channels of distribution. In the long term, we believe licensing may be an attractive business opportunity for Southern Tide, but opportunities may be somewhat limited until the sales volume and distribution of the Southern Tide brand expands. Once the brand is more fully established, licensing requires modest additional investment but can yield high-margin income. It also affords the opportunity to enhance overall brand awareness and exposure.

Seasonal Aspects of Business

Southern Tide'sTide’s operating results are impacted by seasonality as the demand by specific product or style as well as the demand by distribution channel may vary significantly depending on the time of year. AsSouthern Tide is primarily a wholesale apparel business and currently has a heavier concentration of Spring/Summer product category offerings. Thus, the seasonality of Southern Tide generally reflects stronger sales in the first half of the fiscal year. The timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments or other factors affecting the business may vary from one year to the next,next. Therefore, we do not believe that net sales or operating income of Southern Tide for any particular quarter or the distribution of net sales



and operating income for Fiscal 20162019 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years. Typically, wholesale product shipments are generally shipped prior to each retail selling seasons.The following table presents the percentage of net sales and operating income for Southern Tide by quarter for Fiscal 2019:

    

First Quarter

    

Second Quarter

    

Third Quarter

    

Fourth Quarter

 

Net sales

 

30

%  

27

%  

20

%  

23

%

Operating income

 

45

%  

33

%  

10

%  

12

%

22

Corporate and Other

Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, the elimination of inter-segment sales LIFO inventory accounting adjustments,and any other costsitems that are not allocated to the operating groups including LIFO accounting adjustments. Because our LIFO inventory pool does not correspond to our operating group definitions, LIFO inventory accounting adjustments are not allocated to the operating groups. Corporate and Other also includes the operations of other businesses which are not included in our operating groups, includinggroups. The operations of TBBC and our Lyons, Georgia distribution center operations (which performs warehouseare included in Corporate and distribution services for third parties,Other. TBBC, which we acquired in December 2017, designs, sources, markets and distributes premium childrenswear including bonnets, hats, apparel, swimwear and accessories through the TBBC e-commerce website, thebeaufortbonnetcompany.com, as well as our Southern Tide and Lanier Apparel businesses). Our LIFO inventory pool does not correspond to our operating group definitions; therefore, LIFO inventory accounting adjustments are not allocated to operating groups.

Discontinued Operations
Discontinued operations include the assets and operations of our former Ben Sherman operating group which we sold in July 2015. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses and other information in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group. Refer to Note 13 in our consolidated financial statements included in this report for additional information about discontinued operations.
wholesale specialty retailers.

TRADEMARKS

We own trademarks, severalmany of which are very important and valuable to our business including Tommy Bahama, Lilly Pulitzer and Southern Tide. Generally, our significant trademarks are subject to registrations and pending applications throughout the world for use on apparel and, in some cases, apparel-related products, accessories, home furnishings and beauty products, as well as in connection with retail services. We continue to evaluate our worldwide usage and registration of certain of our trademarks. In general, trademarks remain valid and enforceable as long as the trademarks are used in connection with our products and services in the relevant jurisdiction and the required registration renewals are filed. Important factors relating to risks associated with our trademarks include, but are not limited to, those described in Part I, Item 1A. Risk Factors.

PRODUCT SOURCING

AND CORPORATE SOCIAL RESPONSIBILITY

We intend to maintain flexible, diversified, cost-effective sourcing operations that provide high-quality apparel and related products. Our operating groups, either internally or through the use of third party buying agents, source virtually all of our apparel and related products from non-exclusive, third party producers located in foreign countries, with a significant concentration in Asia, or from our licensees for licensed products sold in our direct to consumer distribution channels.Asia. During Fiscal 2016, we sourced2019, approximately 58%49% and 16%18% of our apparel and related products, excluding restaurant products, acquired directly by us or via buying agents, were from producers located in China and Vietnam, respectively, with no other country greaterrepresenting more than 10%. of such purchases. We expect that the percentage of our products sourced from producers located in China will decrease in Fiscal 2020 and possibly in future years. Although we place a high value on long-term relationships with our suppliers of apparel and related products and have used many of our suppliers for a number of years, generally we do not have long-term contracts with our suppliers. Instead, we conduct business on an order-by-order basis. Thus, we compete with other companies for the production capacity of independent manufacturers. We believe that this approach provides us with the greatest flexibility in identifying the appropriate manufacturers while considering quality, cost, timing of product delivery and other criteria and also utilizing the expertise of the manufacturers.criteria. We generally acquire products sold in our restaurant operations from various third party domestic suppliers. During Fiscal 2016,2019, no individual third party manufacturer, suppliedlicensee or other supplier provided more than 10% of our product purchases.

We purchase virtually all of our apparel and related products from third party producers as package purchases of finished goods, which are manufactured with oversight by us or our third party buying agents and to our design and fabric specifications. The use of contract manufacturers reduces the amount of capital investment required by us, as operating manufacturing facilities can require a significant amount of capital investment. We depend uponon the ability of third party producers to secure a sufficient supply of specified raw materials, specified by us, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity rather than us providing or financing the costs of these items.capacity. We believe that purchasing substantially all of our products as package purchases allows us to reduce our working capital requirements as we are not required to purchase, or finance the purchase of, the raw materials or other production costs related to our apparel and related product purchases until we take ownership of the finished goods, which typically occurs when the goods are shipped by the third party producers. In addition to purchasing products from third parties, our Lanier Apparel operating group operates our onlyan owned manufacturing facility which is located in Merida, Mexico, andwhich produced 2% of our total company or 10% of our total Lanier Apparel, products during Fiscal 2016.2019.

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As the design, manufacture and transportation of apparel and related products for our brands may take as many as six months for each season, we typically make commitments months in advance of when products will arrive in our retail stores or our wholesale customers'customers’ stores. We continue to seek ways to reduce the time required from design and ordering to bringing products to our customer.customers. As our merchandising departments must estimate our requirements for finished goods purchases for our own retail stores and e-commerce sites based on historical product demand data and other factors, and as purchases for our



wholesale accounts must be committed to and purchased by us prior to the receipt of customer orders, in some cases, we carry the risk that we have purchased more inventory than will ultimately be desired or that we will ultimately desire.
not have purchased sufficient inventory to satisfy demand, resulting in lost sales opportunities.

As part of our commitment to source our products in a lawful, ethical and socially responsible manner, each of our operating groups has implemented a code of conduct program applicable to vendors from whom we purchase goods,apparel and related products, which includes provisions related to abiding by applicable laws as well as compliance with other business or ethical standards, including related human rights, health, safety, working conditions, environmental and other requirements. We require that each of our vendors and licensees comply with the applicable code of conduct or substantially similar compliance standards. All of our vendors from whom we purchase goods are also required by us to adhere to the United States Customs and Border Protection’s Customs-Trade Partnership Against Terrorism program, including standards relating to facility, procedural, personnel and cargo security. On an ongoing basis we assess vendors'vendors’ compliance with the applicable code of conduct and applicable laws and regulations through audits performed by either our employees or our designated agents. ThisThe assessment of compliance by vendors is directed by our corporate leadership team. In the event we determine that a vendor is not abiding by our required standards, we work with the vendor to remediate the violation. If the violation is not satisfactorily remediated, we will discontinue use of the vendor.

For more information on our initiatives with respect to corporate social responsibility, please visit our website at oxfordinc.com.

IMPORT RESTRICTIONS AND OTHER GOVERNMENT REGULATIONS

We are exposed to certain risks as a result of our international operations as substantially all of our merchandise, as well as the products purchased by our licensing partners, is manufactured by foreign suppliers. During Fiscal 2016, we sourced2019, approximately 58%49% and 18% of our apparel and related products, excluding restaurant products, acquired directly by us or via buying agents, were from producers located in China. OurChina and Vietnam, respectively, with no other country representing more than 10% of such purchases. Products imported productsby us, or imported by others and ultimately sold to us, are subject to customs, trade and other laws and regulations governing their entry into the United States and other countries where we sell our products.

products, including various federal, state and local laws and regulations that govern any of our activities that may have adverse environmental, health and safety effects. Noncompliance with these laws and regulations may result in significant monetary penalties.

Substantially all of the merchandise we acquire is subject to certain duties which are assessed on the value of the imported product andproduct. These amounts represent a component of the inventories we sell and are included in cost of goods sold in our consolidated statements of operations. We paid total duties of more than $45 million on products imported into the goods we sell.United States directly by us in Fiscal 2019, with the average duty rate on those products of approximately 16% of the value of the imported product. Duty rates vary depending on the type of garment, and its fiber content and country of origin and are subject to change in future periods. In addition, while the World Trade Organization'sOrganization’s member nations have eliminated quotas on apparel and textiles, the United States and other countries into which we import our products are still allowed in certain circumstances to unilaterally impose "anti-dumping" or "countervailing" duties in response to threats to their comparable domestic industries.

Although we have not been materially inhibited from doing business in desired markets in the past, we cannot assure that significant impediments will not arise in the future as we expand product offerings and brands and enter into new markets. In addition, after the 2016 elections in the United States, there has been discussion ofrecent years the United States government implementing significant taxhas implemented additional duties on certain product categories across various industries and trade reform, including disallowing deductibility of importedduring Fiscal 2019 higher tariffs on apparel and related products providing for a border adjustability tax mechanism for imports and other potential changes. There is a significant amount of uncertainty related to these topics; however itmanufactured in China were implemented. It is possible that the proposed changes, if implemented,additional duty increases could occur in future years, which could have a significant unfavorable impact on the apparel retail industry and our cost of goods sold, operations, net sales, net earnings and cash flows. Our management regularly monitors proposed regulatory changes and the existing regulatory environment, including any impact on our operations or on our ability to import products. As a result of these changes

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and increased costs of production in certain countries that unfavorably impact our cost of goods sold, we continue to make changes in our supply chain, including exiting certain factories and sourcing those apparel or related products from a factory in a different foreign country. We anticipate that the proportion of our products sourced from China will decrease in Fiscal 2020 as a result of our ongoing efforts to shift production from China.

In addition, apparel and other related products sold by us are subject to stringent and complex product performance and security and safety standards, laws and other regulations. These regulations relate principally to product labeling, certification of product safety and importer security procedures. We believe that we are in material compliance with those regulations. Our licensed products and licensing partners are also generally subject to such regulation. Our agreements require our licensing partners to operate in compliance with all laws and regulations.

Important factors relating to risks associated with government regulations include those described in Part I, Item 1A. Risk Factors.

INFORMATION TECHNOLOGIES

We believe that sophisticated information systems and functionality are important components of maintaining our competitive position and supporting continued growth of our businesses, particularly in the ever changingever-changing consumer shopping environment. Our information systems are designed to provide effective retail store, e-commerce, restaurant and wholesale operations while emphasizing efficient point-of-sale, distribution center, design, sourcing, order processing, marketing, customer relationship management, accounting and other functions. We regularly evaluate the adequacy of our information technologies and upgrade or enhance our systems to gain operating efficiencies, to provide additional consumer access and to support our anticipated growth as well as other changes in our business. We believe that continuous upgrading and enhancements to our information systems with newer technology that offers greater efficiency, functionality and reporting capabilities is critical to our operations and financial condition.

SEASONAL ASPECTS OF BUSINESS



Each of our operating groups is impacted by seasonality as the demand by specific product or style, as well as by distribution channel, may vary significantly depending on the time of year. For details of the impact of seasonality on each of our operating groups, see the business discussion of each operating group above.

As the timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments, weather or other factors affecting the retail businessour operations may vary from one year to the next, we do not believe that net sales or operating income for any particular quarter or the distribution of net sales and operating income for Fiscal 20162019 are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years. Our third quarter has historically been our smallest net sales and operating income quarter based on the appeal and that result is expected to continue as we continue the expansionassortment of our retail store operations in the future.brands’ product collections. The following table presents our percentage of net sales and operating results by quarter for Fiscal 2016:

 
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Net sales25%28%22 %25%
Operating income (loss)36%43% %21%

2019:

    

First Quarter

    

Second Quarter

    

Third Quarter

    

Fourth Quarter

 

Net sales

 

25

%  

27

%  

22

%  

26

%

Operating income

 

32

%  

43

%  

3

%  

22

%

ORDER BACKLOG

As 66%two-thirds of our sales are direct to consumer sales, which are not reflected in an order backlog, and the order backlog for wholesale sales may be impacted by a variety of factors, we do not believe that order backlog information is necessarily indicative of sales to be expected for future periods. Therefore, we believe the order backlog is not material for an understanding of our business taken as a whole. Further, as our sales continue to shift towards direct to consumer rather than wholesale sales, the order backlog will continue to be less meaningful as a measure of our future sales and results of operations.

EMPLOYEES

25

EMPLOYEES

As of January 28, 2017,February 1, 2020, we employed approximately 5,8006,100 persons, of whom approximately 85% were employed in the United States. Approximately 70% of our employees were retail store and restaurant employees. We believe our employee relations are good.

INFORMATION

Oxford Industries, Inc. is a Georgia corporation originally founded in 1942. Our corporate headquarters are located at 999 Peachtree Street, N.E., Ste. 688, Atlanta, Georgia 30309. Our internet address is oxfordinc.com. Copies of our annual report on Form 10-K, proxy statement, quarterly reports on Form 10-Q and current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on our website the same day that they are electronically filed with the SEC. The information on our website is not and should not be considered part of this Annual Report on Form 10-K and is not incorporated by reference in this document.


In addition, copies of our annual report on Form 10-K, excluding exhibits, are available without cost to our shareholders by writing to Investor Relations, Oxford Industries, Inc., 999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309.

Item 1A.  Risk Factors

The risks described below highlight some of the factors that could materially affect our operations. If any of these risks actually occurs, our business, financial condition, prospects and/or operating results may be adversely affected. These are not the only risks and uncertainties we face. We operate in a competitive and rapidly changing business environment, and additionalAdditional risks and uncertainties that we currently consider immaterial or are not presently known to us or that we currently consider immaterial may also adversely affect our business.

The COVID-19 pandemic has adversely affected, and will continue to adversely affect, our business, revenues, financial condition and results of operations.

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises may adversely affect our business, revenues, financial condition and results of operations. The risk of a pandemic, or public perception of the risk, could cause customers to avoid public places, including retail stores and restaurants, and could cause temporary or long-term disruptions in our supply chains and/or delays in our receipt or delivery of inventory.

The outbreak of COVID-19 identified in Wuhan, China in December 2019 and subsequently recognized as a pandemic by the World Health Organization in March 2020 has severely restricted the level of economic activity around the world. In response to this pandemic, the governments and public health officials of many countries, states, cities and other geographic regions have taken preventative or protective actions to mitigate the spread and severity of the coronavirus, such as imposing restrictions on travel and business operations and advising or requiring individuals to limit or forego their time outside of their homes. Temporary closures of businesses have been ordered and numerous other businesses have temporarily closed voluntarily. Due to the COVID-19 outbreak, we saw reduced consumer traffic starting in early March 2020 and temporarily closed all our retail and restaurants in North America on March 17, 2020. Subsequent to those closures, we also temporarily closed all of our retail locations in Australia. This pandemic and the related preventative and protective actions have significantly impacted our business and the business operations of other apparel retailers, including our wholesale customers, and has had, and will continue to have, a significant effect on our sales and results of operations for Fiscal 2020.

Our business is particularly sensitive to reductions in discretionary consumer spending, and we cannot predict the degree to, or the time period over, which our business will be affected by this coronavirus pandemic. There are numerous uncertainties associated with this outbreak, including the number of individuals who will become infected, whether a vaccine or cure that mitigates the effect of the virus will be synthesized, and, if so, when such vaccine or cure will be ready to be used, the extent of the protective and preventative measures that have been put in place by both governmental entities and other businesses and those that may be put in place in the future, whether the coronavirus’ impact will be seasonal, the duration of store and restaurant closures, the impact on the U.S. and world economy and numerous other uncertainties. Further, even after containment of the virus or after some or all of our stores and restaurants are able to resume operations, any significant reduction in consumer willingness to visit malls and shopping


26

centers, the levels of consumer discretionary spending or employee willingness to work in our stores and restaurants would result in a further loss of revenues of cash flows.

The coronavirus pandemic has also impacted, and may continue to impact, our office locations and distribution centers, including through the effects of facility closures, reductions in operating hours, staggered shifts and other social distancing efforts, labor shortages and decreased productivity. These effects may negatively impact our ability to meet consumer demand and may increase our costs of production and distribution.

For the reasons set forth above and other reasons that may come to light if this coronavirus outbreak and any associated protective or preventative measures expand, we cannot reasonably estimate the impact to our business, revenues, financial condition or results of operations; however, the adverse impact of this event will be significant.

We operate in a highly competitive industry which is evolving very rapidly; our ability to execute and/or transform our direct to consumer and portfolio-level strategies and/or transform our operations in light of shifts in consumer shopping behavior subjects us to risks that could adversely affect our financial results and operations.




We operate in a highly competitive industry in which the principal competitive factors are the reputation, value and image of brand names; design; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service. We believe that our ability to compete successfully is directly related to our proficiency in foreseeing changes and trends in fashion and consumer preference, including the manner in which retail consumers seek to transact business and access products, and presenting appealing products for consumers when and where they seek it.


The highly competitive apparel industry has historically beenis characterized by lowhighly reduced barriers to entry and includes numerousentry. There is an abundant number of domestic and foreign apparel designers, manufacturers, distributors, importers, licensors and retailers, some of whom are also our customers, and some of whom may be significantly larger, are more diversified and/or have significantly greater financial resources than we do. Competitive factors within the apparel industry may result in reduced sales, increased costs, lower prices for our products and/or decreased margins.


One of our key initiatives has been to grow our branded businesses through distribution strategies that allow our consumers to access our brands whenever and wherever they choose to shop. Our success depends to a large degree on our ability to design and deliver compelling products; introduce new retail, conceptsrestaurant and products;other concepts; identify retailsuitable locations with the proper consumer demographics;demographics and suitable economic structures; establish the infrastructure necessary to support growth; source appropriate levels of inventory; hire and train qualified personnel; anticipate and implement innovations in sales and marketing technology to align with our consumers’ shopping preferences; and maintain brand specific websites, mobile applications and other social media presence that offer the functionality and security customers expect.


We believe theexpect; and enhance our advertising and marketing activities effectively to maintain our current customers and attract and introduce new ones to our brands and offerings.

The retail apparel market ishas been evolving very rapidly and in ways that are having a disruptive impact on traditional fashion retailers:


Technology, including the internet and mobile devices, is providingretailers. This includes greater transparency for consumers with unprecedented access to multiple, responsive distribution platforms, an unprecedented ability to communicate directly with brands, retailers and others and opportunities to shop for products shipped by retailers globally. As a result, consumers in today’s retail environment have more information, including transparency in product pricing and competitive offerings from competing brands and broader, faster and cheaper accessas a result of technological advances; continued declines in retail traffic for traditional fashion retailers, as consumers find new ways to goods than they have ever had before, which is revolutionizingshop; the way that consumers shop for fashion and other goods.

Largeentry by large e-commerce retailers who have historically focused on commoditized product categories, are dedicating resources to enter the fashion retail space, resulting in increased competition from competitorsand others with significant financial resources and enhanced distribution capabilities. As a result, manycapabilities into the fashion brands are confronting the challenge of making their products available through theseretail space; increased investment in technology and multi-channel distribution channels while, at the same time, taking a cautious approach to ensure brand integrity.

At the same time, thestrategies by large, traditional bricks and mortar outlet mall,and big box retailers; ongoing success in off-price and fast fashion channels of distribution, in particular off-price retailers carryingthose who offer brand label products at clearance, have seen strong retail consumer trafficclearance; an increased emphasis by consumers on purchasing products that incorporate sustainable materials and strengthening comparable store sales, with consumers seeking bargains on fashion brands. Many of these retailers have announced plans for significant growthpractices in door counts, adding trafficthe supply chain; and pricing pressure to traditional retailers. In response, traditional fashion retailers have becomeincreased promotional activities, both online and in-store, and have modified the merchandising of their outlet mall locations for greater consumer appeal and to find growth and profitability.

These changes in consumer shopping behavior patterns and the proliferation of smaller, e-commerce focused apparel brands have contributed to the challenges facing the traditional department store model. These traditional department stores are challenged to effectively service today’s consumer as a one-stop destination for fashion branded products, further exacerbating promotional pressure at theby department stores and the decline in consumer retail traffic for mall-based retailers.

This evolution in the manner in which consumers transact business globally and our efforts to respond to these changes and execute our direct to consumer strategies could adversely affect our financial results and operations as a result of, among other things: investment in technology and infrastructure, which is extremely complex, in ordertraditional fashion retailers seeking to remain competitive, (including investments to maintain modern technology and functionality similar to that provided by our competitors and expected by our customers); reliance on outdated technology that is not as appealing or functionally effective as those of our competitors; an inability to provide customer-facing technology systems, including mobile technology solutions, that function reliably and provide a convenient and consistent experience for our customers; our own e-commerce business and/or third party offers diverting sales from our bricks and mortar retail stores, where we have made substantial capital expenditures on leasehold improvements and have significant remaining long-term financial commitments; the decisions we make with respect to which wholesale customers we are willing to sell our products to in order to maintain a consistent brand message and pricing


strategy; our own promotional activity and pricing strategies; any failure to properly communicate our brand message or recreate the ambiance of our retail stores through social media; a reliance on third party service providers for software, processing and similar services; liability for our online content; credit card fraud; and failure of computer systems, theft of personal consumer information and computer viruses. Additionally, the rapid dissemination of information and opinions in the current marketplace through social media and other platforms increases the challenges of responding to negative perceptions or commentary about our brands or products.

some cases viable.

Any inability on our part to properly manage these risksthe competitive challenges in our industry and effectively adapt to the evolving consumer shopping behavioral trends may result in lost sales, increase our costs and/or adversely impact our results of operations, financial condition, reputation and credibility.


27

Our success depends on the reputation and value of our brand names;brands; any failure to maintain the reputation or value of our brands and/or to offer innovative, fashionable and desirable products could adversely affect our business operations and financial condition.


Our success depends on the reputation and value of our brand names. The value of our brands could be diminished by actions taken by us or by our wholesale customers or others who have an interest in the brands. Actions that could cause harm to our brands include failing to respond to emerging fashion trends or meet consumer quality expectations; selling products bearing our brands through distribution channels that are inconsistent with the retail channels in which our customers expect to find those brands; becoming overly promotional; or setting up consumer expectations for promotional activity for our products. WeCustomer activation, retention and acquisition in today’s technology-driven retail environment is critical and becoming more costly. As a result, we are becoming more reliant on social media as one of our marketing strategies, and the value of our brands could be adversely affected if we do not effectively communicate our brand message through social media vehicles that interface with our consumersexisting and potential customers in “real-time.” In addition, we cannot always control the marketing and promotion of our products by our wholesale customers or other third parties, and actions by such parties that are inconsistent with our own marketing efforts or that otherwise adversely affect the appeal of our products could diminish the value or reputation of one or more of our brands and have an adverse effect on our sales and business operations.


During Fiscal 2016,2019, Tommy Bahama’s and Lilly Pulitzer’s net sales represented 64%60% and 23%25%, respectively, of our consolidated net sales. The significant concentration in our portfolio may heightenheightens the risks we face if one of these brands fails to meet our expectations and/or is adversely impacted by actions we or third parties take with respect to that brand or by competitive conditions in the apparel industry.


Although certain of our products carry over from season to season, the apparel industry is subject to rapidly changing fashion trends and shifting consumer demands. Due to the competitive nature of the apparel industry, there can be no assurance that the demand for our products will not decline or that we will be able to successfully evaluate and adapt our products to align with consumer preferences and changes in consumer demographics. Any failure on our part to develop and market appealing products could result in weakened financial performance and/or harm the reputation and desirability of our brands and products.


products and/or result in weakened financial performance.

We also license certainmany of our brandsbrand names to third party licensees, including in Tommy Bahamafor purposes of developing and marketing products outside of our core categories; for purposes of retail and/or wholesale distribution of our apparel products, in certain international markets.including our Lilly Pulitzer Signature Stores and Southern Tide Signature Stores; and to introduce new concepts outside our core expertise. While we enter into comprehensive license and similar collaborative agreements with these third parties covering product design, product quality, brand standards, sourcing, social compliance, distribution, operations, manufacturing andand/or marketing requirements and approvals, there can be no guarantee our brands will not be negatively impacted through our association with products or concepts outside of our core apparel products, by the market perception of the third parties with whom we associate and/or due to the actions of a licensee. The improper or detrimental actions of a licensee could significantly impact the perception of our brands.


In addition, we cannot always control the marketing and promotion of our products by our wholesale customers, licensees or other third parties, and actions by such parties that are inconsistent with our own marketing and distribution efforts and practices or that otherwise adversely affect the appeal of our products could diminish the value or reputation of one or more of our brands and have an adverse effect on our sales and business operations.

We have a robust legal and social compliance program for our third party manufacturers and vendors, including codes of conduct and vendor compliance standards. The reputation of our brands could be harmed if ourthese third party manufacturers and vendors,parties, substantially all of which are located outside the United States, fail to meet appropriate product safety, product quality and social compliance standards, including the terms of(including labor practices and human rights) standards. Despite our applicable codes of conduct and vendor compliance standards. Weefforts, we cannot assureensure that our manufacturers and vendors will at all times conduct their operations in accordance with ethical practices or that the products we purchase will always meet our safety and quality control standards. Any violation of our applicable codes of conduct, social compliance programs or local laws relating to labor conditions by our manufacturers or vendors or other actions or failures by us or such parties may result in a negative public perception of our brands or products, as well as disrupt our supply chain, which may adversely affect our business operations.


28

The apparel industry is

Our business and financial condition are heavily influenced by general economic conditions, and a deterioration or worseningwhich are outside of consumer confidence or consumer purchases of discretionary products may adversely affect our business and financial condition, including as a result of adverse business conditions for third parties with whom we do business.




control.

We are a consumer products company and are highly dependent on consumer discretionary spending and retail traffic patterns. The levels of demand for apparel products changechanges as regional, domestic and international economic conditions change. Demand for our productschange and may be significantly impacted by trends in consumer confidence and discretionary consumer spending patterns, which may be influenced by employment levels; recessions; inflation; fuel and energy costs; interest rates; tax rates and changes in tax laws;rates; personal debt levels; savings rates; stock market and housing market volatility; shifting social ideology; natural disasters, public health issues (such as the impact of the ongoing COVID-19 pandemic) and/or weather patterns; and general uncertainty about the future. The factors impacting consumer confidence and discretionary consumer spending patterns are outside of our control and difficult to predict, and, often, the apparel industry experiences longer periods of recession and greater declines than the general economy. In addition, as the growth in our direct to consumer operations continues to outpace our other operations, we have increased exposure to the risks associated with a volatile and unpredictable economic environment. Any deterioration or worsening ofdecline in consumer confidence or change in discretionary consumer spending patterns could reduce our sales and/or adversely affect our business and financial condition.


Additionally, significant changes in the operations or liquidity of any of the parties with which we conduct our business, including suppliers, customers, trademark licensees and lenders, among others, now or in the future, or in the access to capital markets for any such parties, could result in lower demand for our products, lower sales, higher costs, greater credit risk on our sales or other disruptions in our business.


Loss

The loss of one or more of our key wholesale customers, or a significant adverse change in a customer’s financial performance or financial position, could negatively impact our net sales and profitability.


We generate a significant percentage of our wholesale sales from a few key customers. For example, during Fiscal 2016, 46%2019, 44% of our consolidated wholesale sales, or 16%13% of our consolidated net sales, were to our five largest customers. Over the last several years, there have been significant levels of store closures and bankruptcies and financial restructurings by department stores and other large retailers, particularly as the retail industry has transitioned more towards online and mobile transactions; increased prevalence and emphasis on private label products at large retailers; direct sourcing of products by large retailers; consolidation of a number of retailers; and increased competition experienced by our wholesale customers from online competitors. A decrease in the number of stores that carry our products, restructuring of our customers’ operations, continued store closures by major department stores and other large retailers, increased direct sourcing and greater leverage by customers, realignment of customer affiliations or other factors could negatively impact our net sales and profitability.


We generally do not have long-term contracts with our wholesale customers. Instead, we rely on long-standing relationships with these customers, the appeal of our brands and our position within the marketplace. As a result, purchases generally occur on an order-by-order basis, and each relationship can typically be terminated by either party at any time. A decision by one or more of our key wholesale customers to terminate its relationship with us or to reduce its purchases from us, whether motivated by competitive considerations, quality or style issues, financial difficulties, economic conditions or otherwise, could adversely affect our net sales and profitability, as it would be difficult to immediately, if at all, replace this business with new customers, reduce our operating costs or increase sales volumes with other existing customers. In addition, as department stores and other large retailers become more promotional, we may decide to terminate or curtailcontinuously evaluate our sales to certain customers,wholesale channels of distribution, for brand protection or otherwise, and in some cases have terminated or curtailed our sales to those customers and may continue to do so, which could similarly impactimpacts our net sales and profitability.


We also extend credit to most of our key wholesale customers without requiring collateral, which results in a large amount of receivables from just a few customers. At January 28, 2017,February 1, 2020, our five largest outstanding customer balances represented $29$32 million, or 50%55% of our consolidated receivables balance. Companies in the apparel industry, including some of our customers, may experience financial difficulties, including bankruptcies, restructurings and

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reorganizations, tightened credit markets and/or declining sales and profitability.profitability, all of which may be exacerbated as a result of the ongoing COVID-19 outbreak and any resulting economic downturn. A significant adverse change in a customer’s financial position or ability to satisfy its obligations to us could cause us to limit or discontinue business with that customer, in some cases after we have already made product purchase commitments for inventory; require us to assume greater credit risk relating to that customer’s receivablesreceivables; or limit our ability to collect amounts related to shipments to that customer.


We rely to a large extent on third party producers in foreign countries to meet our production demands, and failures by these producers to meet our requirements, the unavailability of suitable producers at reasonable prices and/or changes in international trade regulation may negatively impact our ability to deliver quality products to our customers on a timely basis, disrupt our supply chain or result in higher costs or reduced net sales.


We source substantially all of our products from non-exclusive, third party producers located in foreign countries, including sourcing approximately 58%49% and 16%18% of our product purchases from China and Vietnam, respectively, during Fiscal 2016.2019. Although we place a high value on long-term relationships with our suppliers, generally we do not have long-term supply contracts but, instead, conduct business on an order-by-order basis. Therefore, we compete with other companies for the production capacity of independent manufacturers. We also depend on the ability of these third party producers to secure a sufficient supply of raw materials, adequately finance the production of goods ordered and maintain sufficient manufacturing and shipping capacity, and in some cases, the products we purchase and the raw materials that are used in our products are available only from one source or a limited number of sources. Although we monitor production in third party manufacturing



locations, we cannot be certain that we will not experience operational difficulties with our manufacturers, such as the reduction of availability ofavailable production capacity, errors in complying with product specifications, insufficient quality control, failures to meet production deadlines or increases in manufacturing costs. SuchIn addition, we may experience disruptions in our supply chain as we actively seek to diversify the jurisdictions from which we source products. Any such difficulties may negatively impact our ability to deliver quality products to our customers on a timely basis. This would jeopardize our ability to service our customers and properly merchandise our direct to consumer channels and service our customers, which may, in turn, have a negative impact on our customer relationships and result in lower net sales.

In addition, duesales and profits.

Due to our sourcing activities, we are exposed to risks associated with changes in the laws and regulations governing the importing and exporting of apparel products into and from the countries in which we operate. These risks include changes in social, political, labor and economic conditions or terrorist acts that could result in the disruption of trade from the countries in which our manufacturers are located; the imposition of additional or new duties, tariffs, taxes, quota restrictions or other changes and shifts in sourcing patterns as a result of such changes;changes, including lingering uncertainties with respect to the potential imposition or retraction of punitive tariffs on products manufactured in China; public health issues, such as the ongoing COVID-19 outbreak, leading government-imposed restrictions; significant delays in the delivery of our products, due to security or other considerations; fluctuations in sourcing costs; the imposition of antidumping or countervailing duties; fluctuations in the value of the dollar against foreign currencies; changes in customs procedures for importing apparel products; and restrictions on the transfer of funds to or from foreign countries. We cannot predict whether, and to what extent, there may not be ablechanges to international trade agreements or whether quotas, duties, tariffs, exchange controls or other restrictions on our products will be changed or imposed. Any of these factors may disrupt our supply chain, and we may be unable to offset any disruption orassociated cost increases to our supply chain as a result of any of these factors by shifting production to suitable manufacturers in other jurisdictions in a timely manner or at acceptable prices, and future regulatory actions or changes in international trade regulation may provide our competitors with a material advantage over us.


In this regard,us or render our products less desirable in the results of the November 2016 U.S. election have introduced greater uncertainty with respectmarketplace.

Our operations are reliant on information technology and any interruption or other failure, including an inability to future trade regulations. For example, the new Presidential administration has suggested modifying existing trade agreementstimely upgrade our systems, may impair our ability to provide products to our customers, efficiently conduct our operations and/or imposing tariffsmeet the needs of our management.

The efficient operation of our business depends on foreign products. We cannot predict whether or not anyinformation technology. This requires us to devote significant financial and employee resources to information technology initiatives and operations. Information systems

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are used in which our products are produced will be subject to import restrictions or new or increased duties, taxes or other charges on imports. Trade restrictions, including increased tariffs, or more restrictive quotas including safeguard quotas, or anything similar, applicable to apparel items could affect the importationall stages of apparel generally and increase the cost, or reduce the supply, of products we may be able to sell to our customers.


Changes in tax laws and unanticipated tax liabilities could adversely affect our effective income tax rate and profitability.

As a global apparel company, we are subject to income taxes in the United States and various foreign jurisdictions. We record our income tax liability based on an analysis and interpretation of local tax laws and regulations, which requires a significant amount of judgment and estimation. In addition, we may from time to time modify our operations and as a method of communication with our customers, service providers and suppliers. Many of our information technology solutions are operated and/or maintained by third parties, including our use of cloud-based solutions. Additionally, each of our operating groups uses e-commerce websites, point-of-sale systems and wholesale ordering systems to acquire, manage and sell goods. Our management also relies on information systems to provide relevant and accurate information in an effortorder to minimizeallocate resources, manage operations and forecast and report our global income tax exposure. Our effective income tax rate in any particular period or in future periodsoperating results. Service interruptions may be affected byoccur as a result of a number of factors, including a shiftpower outages, consumer traffic levels, computer viruses, hacking or other unlawful activities by third parties, human error, disasters or failures to properly install, upgrade, integrate, protect, repair or maintain our various systems and e-commerce websites. We regularly evaluate upgrades or enhancements to our information systems to more efficiently and competitively operate our businesses, including periodic upgrades to warehouse management, guest relations, omnichannel and/or enterprise order management systems in our businesses. We may experience difficulties during the implementation, upgrade or subsequent operation of our systems and/or not be equipped to address system problems. Any material disruption in our information technology solutions, or any failure to timely, efficiently and effectively integrate new systems, could have an adverse effect on our business or results of operations.

In addition, as our business continues to grow and we face new challenges in the mixcurrent retail environment, we evaluate our systems on an ongoing basis to ensure they meet our business needs and, as needed, replace and/or upgrade those systems, which may be expensive undertakings. We must, however, be diligent in our evaluation of revenues, income and/or losses among domestic and international sources during a year or over a period of years; changes in tax laws and regulations and/or international tax treaties; the outcome of income tax audits in various jurisdictions; new expensing rules associated with stock compensation; and the resolution of uncertain tax positions, any ofthese systems, as reliance on outdated technology may inhibit our ability to operate efficiently, which could adversely affect our effective income tax ratefinancial condition and profitability.


Changesresults of operations. As we transition to new systems, we may also face certain challenges, including the risk of introducing cybersecurity vulnerabilities into our systems or the loss of certain functionality, information from our legacy systems and efficient interfaces with third party and continuing systems. Temporary processes or solutions, including manual operations, which may be required to be instituted in the tax lawsshort term could also significantly increase the risk of the jurisdictions where we do business, including an increase in tax ratesloss or an adverse change in the treatmentcorruption of an itemdata and information. All of income or expense,these events could result in a material increase in our tax expense. For example, in the United States, a number of proposals for broad reform of the corporate tax system are being discussed by legislators, including a border adjustability tax, increased taxes on imports and a limit on the ability of U.S. companies to defer U.S. tax on unrepatriated foreign earnings. In addition, policy statements by the new Presidential administration have introduced greater uncertainty with respect to future tax and trade regulations. Although we cannot accurately predict whether, when or to what extent new U.S. federal tax laws, regulations, interpretations or rulings will be issued, or the overall effect of any such changes on our effective tax rate, changes such as these may have a material adverse effect on our financial condition and results of operations.

We rely on our primary distribution facilities in order to support our direct to consumer and wholesale operations, meet customer expectations, manage inventory, complete sales and cash flows.achieve operating efficiencies, and any disruption or failure in these facilities may materially adversely affect our business or operations.

We may have a greater risk than our peers due to the concentration of our distribution facilities, as substantially all of our products for each operating group are distributed through one or two principal distribution centers. The primary distribution facilities that we operate are: a distribution center in Auburn, Washington dedicated to our Tommy Bahama products; a distribution center in King of Prussia, Pennsylvania dedicated to our Lilly Pulitzer products; a distribution center in Toccoa, Georgia dedicated to our Lanier Apparel products; and a distribution center in Lyons, Georgia primarily dedicated to our Lilly Pulitzer, Lanier Apparel and Southern Tide products. Each of these distribution centers relies on computer-controlled and automated equipment, which may be subject to a number of risks. Our ability to support our direct to consumer operations, meet customer expectations, manage inventory and achieve objectives for operating efficiencies depends on the proper operation of these distribution facilities, each of which manages the receipt, storage, sorting, packing and distribution of finished goods.

If any of our primary distribution facilities were to shut down or otherwise become inoperable or inaccessible for any reason, including as a result of natural or man-made disasters, pandemics or epidemics (including, for example, the ongoing COVID-19 pandemic), human error, cybersecurity attacks, computer viruses or otherwise, if our distribution facilities fail to upgrade their technological systems to ensure efficient operations or if we are unable to receive goods in a distribution center or to ship the goods in a distribution center, as a result of a technology failure or otherwise, we could experience a substantial loss of inventory, a reduction in sales, higher costs, insufficient inventory at our retail stores to meet consumer expectations and longer lead times associated with the distribution of our products. In addition, for the distribution facilities that we operate, there are substantial fixed costs associated with these large, highly automated distribution centers, and we could experience reduced operating and cost efficiencies during periods of economic weakness. Any disruption to our distribution facilities or in their efficient operation could negatively affect our operating results and our customer relationships.


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Breaches

Cybersecurity attacks and/or breaches of information security or privacy could damagedisrupt our reputation operations, cause us to incur additional expenses, expose us to litigation and/or credibility and cause us financial harm.


As an ongoing part of our business operations, including direct to consumer transactions and marketing through various social media tools, we regularly collect and utilize sensitive and confidential personal information, including of our customers, employees and suppliers and including credit card information. The routine operation of our business involves the storage and transmission of customer personal information, preferences and credit card information, and we use social media and other online activities to connect with our customers. The regulatory environment governing our use of individually identifiable data of customers, employees and others is complex, and the security of personal information is a matter of public concern.

Cybersecurity attacks continue to become increasingly sophisticated, and experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our assets, including confidential information, or



disrupt our systems. We are regularly subject to attempts by attackers to gain unauthorized access to our networks, systems and data, or to obtain, change or destroy confidential information. In addition, customers may use devices or software that are beyond our control environment to purchase our products, which may provide additional avenues for attackers to gain access to confidential information.

Despite our implementation of security measures, if an actual or perceived data security breach occurs, whether as a result of cybersecurity attacks, computer viruses, vandalism, ransomware, human error or otherwise, or if there are perceived vulnerabilities in our systems, the image of our brands and our reputation and credibility could be damaged.damaged, and, in some cases, our continued operations may be impaired or restricted. The costs to prevent, eliminate or alleviatemitigate cyber or other security problems and vulnerabilities, including to comply with security or other measures under state, federal and international laws governing the unauthorized disclosure of confidential information, or to resolve any litigation or to investigate any actual or perceived breach and to enhance cybersecurity protection through organizational changes, deploying additional personnel and protection technologies, training employees and engaging third party experts and consultants could be significant and result in significant financial losses and expenses, as well as lost sales.


In addition, although we have business continuity plans and other safeguards in place, our operations may be adversely affected by an actual or perceived data security breach. While we continue to evolve and modify our business continuity plans, there can be no assurance in an escalating threat environment that they will be effective in avoiding disruption and business impacts, and any insurance we maintain may not be adequate to compensate us for all resulting losses.

As an ongoing part of our business operations, including direct to consumer transactions and marketing through various social media tools, we regularly collect and use sensitive and confidential personal information, including of our customers, employees and suppliers. The routine operation of our business involves the storage and transmission of customer personal information and preferences, and we use social media and other online and technology-driven marketing and related activities to connect with our customers. The regulatory environment governing our use of individually identifiable data of customers, employees and others is complex, and the security of personal information is a matter of public concern.

As part of our routine operations, we also contract with third party service providers to store, process and transmit personal information of our employeescustomers and customers.employees. Although we contractually require that these providers implement reasonable security measures, we cannot control third parties and cannot guarantee that a security breach will not occur at their location or within their systems. Privacy breaches of confidential information stored or used by our third party service providers or disruptions in their systems may expose us to the same risks as a breach of our own systems, including negative publicity, as well as potential out-of-pocket costs which could materially adversely affectand adverse effects on our business and customer relationships.


In addition,

The regulatory environment is constantly changing with new and modified state, federal and international privacy and information security laws, and requirements change frequently, and compliance with them or similar security standards, such as those created by the payment card industry,General Data Protection Regulation in the E.U. and the California Consumer Privacy Act, which became effective in Fiscal 2018 and Fiscal 2019, respectively. Compliance with these laws, and any newly enacted laws and regulations, may require us to modify our operations and/or incur costs to make necessary systems changes and implement new administrative processes. Our failure to comply with these laws and regulations or similar security standards, could lead to significant fines and penalties or adverse publicity.

In addition, because we process and transmit payment card information, we are subject to the payment card industry data security standard and card brand operating rules, which provides for a comprehensive set of rules relating to the retention and/or transmission of payment card information. If we do not comply with the applicable standards, we


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may be subject to fines or restrictions on our ability to accept payment cards, which could have a material adverse effect on our operations.

Our business depends on our senior management and other key personnel, and the unsuccessful transition of key management responsibilities, the unexpected loss of individuals integral to our business, our inability to attract and retain qualified personnel in the future or our failure to successfully plan for and implement succession of our seniormanagement and key personnel may have an adverse effect on our operations, business relationships and ability to execute our strategies.


Our senior management has substantial experience and expertise in the apparel and related industries, with our Chairman and Chief Executive Officer Mr. Thomas C. Chubb III having worked with our company for more than 25over 30 years, including in various executive management capacities. Our success depends on disciplined execution at all levels of our organization, including our senior management, and continued succession planning. Competition for qualified personnel in the apparel industry is intense, and we compete to attract and retain these individuals with other companies that may have greater financial resources than us. While we believe that we have depth within our management team, the unexpected loss of any of our senior management, or the unsuccessful integration of new leadership, could harm our business and financial performance. In addition, we may be unable to retain or recruit qualified personnel in key areas such as product design, sales, marketing (including individuals with key insights into digital and social media marketing strategies), distribution, technology, sourcing and other support functions, which could result in missed sales opportunities and harm to key business relationships.


Our operations are reliant on information technology

We may be unable to grow our business through organic growth, and any interruption or other failure in particular at one of our principal distribution facilities, may impair our ability to provide products to our customers, efficiently conduct our operations and meet the needs of our management.


The efficient operationsuccessfully execute this aspect of our business is dependent on information technology. Information systems are used in all stages of our operations and asstrategy may have a method of communication with our customers, service providers and suppliers. Additionally, each of our operating groups utilizes e-commerce websites to sell goods directly to consumers. Our management also relies on information systems to provide relevant and accurate information in order to allocate resources and forecast and report our operating results. Service interruptions may occur as a result of a number of factors, including power outages, consumer traffic levels, computer viruses, hacking or other unlawful activities by third parties, disasters or failures to properly install, upgrade, integrate, protect, repair or maintain our various systems and e-commerce websites. We regularly evaluate upgrades or enhancements to our information systems to more efficiently and competitively operate our businesses. We may experience difficulties during the implementation, upgrade or subsequent operation of our systems and/or not be equipped to address system problems. Any material disruption in our information technology systems, or any failure to timely, efficiently and effectively integrate new systems, could have an adverse effect on our business, orfinancial condition, liquidity and results of operations.

We may additionally have a greater risk than our peers due to the concentration

One key component of our distribution facilities. The primary distribution facilities that we operate are: a distribution centerbusiness strategy is organic growth in Auburn, Washington for substantially all of our Tommy Bahama products; a distribution center in King of Prussia, Pennsylvania for substantially all of our Lilly Pulitzer products; distribution centers in Toccoa, Georgia and Lyons, Georgia for substantially all of our Lanier Apparel products; and a distribution center in Lyons, Georgia for substantially all of our Southern Tide products. Each of these distribution centers relies



on computer-controlled and automated equipment, whichbrands. Organic growth may be subject to a number of risks. Our ability to supportachieved by, among other things, increasing sales in our direct to consumer operations, meetchannels; selling our products in new markets, such as the opening of Lilly Pulitzer retail stores in Hawaii in Fiscal 2018 and California in Fiscal 2019; increasing our market share in existing markets; expanding the demographic appeal of our brands; expanding our margins through product cost reductions, price increases, or otherwise; expanding the customer expectations, manage inventoryreach of our brands through new and enhanced advertising initiatives; and increasing the product offerings and concepts within our various operating groups, such as the opening of additional Marlin Bars at Tommy Bahama and the launch of owned retail stores at Southern Tide. Successful growth of our business is subject to, among other things, our ability to implement plans for expanding and/or maintaining our existing businesses and categories within our businesses at satisfactory levels. We may not be successful in achieving suitable organic growth, and our inability to grow our business may have a material adverse effect on our business, financial condition, liquidity and results of operations.

We have engaged in a multi-year initiative to improve Tommy Bahama’s operating performance and long-term growth prospects, which has included an enhanced outlet and clearance strategy, improving gross margin through selective price increases and reducing product costs, selectively right-sizing our store footprint and controlling overhead and operating expenses. A strategic initiative of this nature is inherently challenging and faces significant potential risks, and any failure may adversely affect our ability to achieve objectives for operating efficiencies depends onlong-term sustainable growth while at the proper operationsame time detracting from our focus and execution of these distribution facilities, each of which manages the receipt, storage, sorting, packingother strategic initiatives.

In addition, investments we make in technology, advertising and infrastructure, retail stores and restaurants, office and distribution center facilities, personnel and elsewhere may not yield the full benefits we anticipate and/or sales growth may be outpaced by increases in operating costs, putting downward pressure on our operating margins and adversely affecting our results of finished goods.


operations. If any of our primary distribution facilities were to shut down or otherwise become inoperable or inaccessible for any reason, including as a result of natural or man-made disasters, cybersecurity attacks, computer viruses or otherwise, if our distribution facilities fail to upgrade their technological systems to ensure efficient operations or if we are unable to receive goodsincrease our revenues organically, we may be required to pursue other strategic initiatives, including reductions in costs and/or acquisitions, in order to grow our business. These initiatives may not be available to us on desirable terms, inhibiting our ability to increase profitability.

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The acquisition of new businesses and the divestiture or discontinuation of businesses and product lines have certain inherent risks, including, for example, strains on our management team and unexpected costs and other charges resulting from the transaction.

Growth of our business through acquisitions of lifestyle brands that fit within our business model is a distribution centercomponent of our long-term business strategy. Acquisitions involve numerous risks, including: the competitive climate for desirable acquisition candidates, which drives market multiples; the benefits of the acquisition not materializing as planned or not materializing within the time periods or to ship the goodsextent anticipated; our ability to manage the people and processes of an acquired business; difficulties in a distribution center, asretaining key relationships with customers and suppliers; risks in entering geographic markets and/or product categories in which we have no or limited prior experience; the assumption of contractual and other liabilities, some of which may not be known at the time of acquisition; and the possibility that we pay more to consummate an acquisition than the value we derive from the acquired business. Additionally, acquisitions may cause us to incur debt, or make dilutive issuances of our equity securities.

As a result of acquisitions, we may become responsible for unexpected liabilities that we failed or were unable to discover in the course of performing due diligence. Although we may be entitled to indemnification against undisclosed liabilities from the sellers of the acquired business, our recourse may be limited and we cannot be certain that the indemnification, even if obtained, will be enforceable or collectible. Any of these liabilities, individually or in the aggregate, could have a technology failurematerial adverse effect on our business, financial condition and results of operations, distract our management or otherwise,harm our reputation.

Certain acquisitions may also be structured utilizing contingent consideration based on the acquired business’ post-closing results. The principals from whom we acquired such a business, many of whom may continue to operate the business as our employees, may have differing interests than those of our shareholders because of such arrangements.

In addition, integrating acquired businesses is a complex, time-consuming and expensive process. The integration process for newly acquired businesses could experiencecreate a reduction in sales, a substantial lossnumber of inventory or higher costs, insufficient inventory at our retail stores to meet consumer expectationschallenges and longer lead timesadverse consequences for us associated with the distributionintegration of product lines, support functions, employees, sales teams and outsourced manufacturers; employee turnover, including key management and creative personnel of the acquired and existing businesses; disruption in product cycles for newly acquired product lines; maintenance of acceptable standards, controls, procedures and policies; operating business in new geographic territories; diversion of the attention of our products.management from other areas of our business; and the impairment of relationships with customers of the acquired and existing businesses. Acquisitions are inherently risky, and we cannot be certain that any acquisition will be successful and will not materially harm our business, operating results or financial condition.

As described in Note 1 in our consolidated financial statements included in this report, at the time of an acquisition, we estimate and record the fair value of purchased intangible assets, such as trademarks, reacquired rights and customer relationships, and record goodwill generally to the extent the cost to acquire a business exceeds our assessment of the net fair value of tangible and intangible assets. We test indefinite-lived intangible assets and goodwill for possible impairment as of the first day of the fourth quarter of each fiscal year, or at an interim date if indicators of impairment exist at that date. It is possible that we could have an impairment charge for intangible assets or goodwill associated with an acquired business in future periods if, among other things, economic conditions decline, our strategies for an acquired business change, the results of operations of an acquired business are less than anticipated at the time of acquisition or enterprise values and market multiples of comparable businesses decline. A future impairment charge for intangible assets or goodwill could have a material adverse effect on our consolidated financial statements or results of operations.

As the fashion retail environment evolves, our investment criteria for acquisitions has grown to include smaller brands, such as Southern Tide and TBBC which we acquired in Fiscal 2016 and Fiscal 2017, respectively, in an earlier stage of the brand’s life cycle, where we can more fully integrate the brand into our existing infrastructure and shared services functions and better leverage our resources. While acquisitions of these early stage brands may have a smaller upfront purchase price, the limited operating history, less experienced management teams and less sophisticated systems,

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infrastructure and relationships generally associated with such brands may heighten the risks associated with acquisitions generally, including the heightened risk that the target company may be unable to achieve the projected financial results anticipated. In addition, we are frequently engaged by burgeoning brands seeking debt or equity financing, as well as strategic direction, about pursuing a non-controlling investment, which we did with TBBC prior to the acquisition. Minority investments, while not requiring the same level of financial commitment as a control transaction, presents additional risks, including the potential disproportionate distraction to our management team relative to the potential financial benefit; the potential for a conflict of interest; the distribution facilitiesdamage to our reputation of associating with a brand which may take actions inconsistent with our values; and the financial risks associated with making an investment in an unproven business model.

From time to time, we also divest or discontinue businesses, product lines and/or programs, including exiting relationships with certain wholesale customers, including department stores, that do not align with our strategy or provide the returns that we operate, thereexpect or desire. Such dispositions and/or discontinuations may result in underutilization of our retained resources if the exited operations are substantial fixed costs associatednot replaced with these large, highly automated distribution centers, andnew lines of business, either internally or through acquisition. In addition, we could experience reduced operating and cost efficiencies during periodsmay become responsible for unexpected liabilities, some of economic weakness. Any disruption to our distribution facilitieswhich may be triggered or increased by a purchaser’s operation of the disposed business following the transaction. Those liabilities combined with any other liabilities we contractually retain, individually or in their efficient operationthe aggregate, could negativelyadversely affect our operatingfinancial condition and results and our customer relationships.


of operations.

Our business is subject to various federal, foreign, state and local laws and regulations, and the costs of compliance with, or the violation of, such laws and regulations could have an adverse effect on our costs or operations.


In the United States, we are subject to stringent standards, laws and other regulations, including those relating to health, product performance and safety, labor, employment, privacy and data security, anti-bribery, consumer protection, taxation, customs, logistics and similarother operational matters. In addition, operating in foreign jurisdictions including those where we may operate retail stores, requires compliance with similar laws and regulations. These laws and regulations, in the United States and abroad, are complex and often vary widely by jurisdiction, making it difficult for us to ensure that we are currently or will in the future be compliant with all applicable laws and regulations. We may be required to make significant expenditures or modify our business practices to comply with existing or future laws or regulations, and unfavorable resolution to litigation or a violation of applicable laws and regulations by us, or any of our suppliers or licensees, may restrict our ability to import products, require a recall of our products, lead to fines or otherwise increase our costs, negatively impact our ability to attract and retain employees, materially limit our ability to operate our business or result in adverse publicity. Compliance with these laws and regulations requires us to devote significant time, financial and management resources, and to update our processes and programs, in response to newly implemented or changing regulatory requirements, all of which could affect the manner in which we operate our business or adversely affect our results of operations.


In addition, like many retailers,

From time to time, we are impacted by trendsinvolved in litigation includingmatters, which may relate to consumer protection, employment practices and intellectual property infringement and which may include a class action, litigation brought under various consumer protection and employment laws andwe are subject to various claims and pending or threatened lawsuits in the ordinary course of our business operations. DueOften, these cases raise complex factual and legal issues and, due to the inherent uncertainties of litigation, we cannot accurately predict the ultimate outcome of any such proceedings, and regardlessproceedings. Regardless of the outcome or whether the claims have merit, legal proceedings may be expensive and require that oursignificant management devote significant time to defend.


time.

Also, the restaurant industry requires compliance with a variety of federal, state and local regulations. In particular, all of our Tommy Bahama restaurants, as well asincluding our recently launched Marlin Bar concept, at Tommy Bahama, serve alcohol and, therefore, maintain liquor licenses. Our ability to maintain our liquor licenses depends on our compliance with applicable laws and regulations. The loss of a liquor license would adversely affect the profitability of that restaurant. Additionally, as a participant in the restaurant industry, we face risks related to food quality, food-borne illness, injury, health inspection scores and labor relations. The negative impact of adverse publicity relating to allegations of actual or perceived violations at one of our restaurants may extend beyond the restaurant involved to affect some or all of the other restaurants, as well as the image of the Tommy Bahama brand as a whole.


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Regardless of whether any allegations of violations of the laws and regulations governing our business are valid or whether we ultimately become liable, we may be materially affected by negative publicity associated with these issues. For example, the negative impact of adverse publicityand other issues, such as those relating to allegations of violations at one of our restaurants may extend beyond the restaurant involved to affect some or all of the other restaurants, as well as the image of the Tommy Bahama brand as a whole.


social responsibility and sustainability initiatives.

Our business could be harmed if we fail to maintain proper inventory levels.


Many factors, such as economic conditions, fashion trends, consumer preferences, the financial condition of our wholesale customers and weather, make it difficult to accurately forecast demand for our products. In order to meet the expected demand for our products in a cost-effective manner, we make commitments for production several months prior to our receipt of these goods and often in advance of firm commitments, if any, from wholesale customers. Depending on the demand levels for our products, we may be unable to sell the products we have ordered or that we have in our inventory, which may



result in inventory markdowns such as the $5 million of inventory markdowns recognized by Tommy Bahama in the Fourth Quarter of Fiscal 2016, or the sale of excess inventory at discounted prices and through off-price channels. These events, many of which could be exacerbated as a result of the ongoing COVID-19 outbreak, could significantly harm our operating results and impair the image of our brands. Conversely, if we underestimate demand for our products or if we are unable to access our products when we need them, for example due to a third party manufacturer’s inability to source materials or produce goods in a timely fashion or as a result of delays in the delivery of products to us, such as the delay in arrival of Lilly Pulitzer product during the Third Quarter of Fiscal 2016 as a result of the Hanjin shipping bankruptcy, we may experience inventory shortages, which might result in unfilled orders, negatively impact customer relationships, diminish brand loyalty and result in lost sales, any of which could harm our business.

We These risks relating to inventory may be unable to grow our business through organic growth, and any failure to successfully execute this aspect of our business strategy may have a material adverse effect on our business, financial condition, liquidity and results of operations.

One key component of our business strategy is organic growth in our brands. Organic growth may be achieved by, among other things, increasing sales inalso escalate as our direct to consumer channels; selling our products in new markets, including international markets; increasing our market share in existing markets, includingsales continue to existing wholesale customers; expanding the demographic appealincrease as a proportion of our brands; expanding our margins through product cost reductions, price increases, or otherwise; and increasingconsolidated net sales, given the product offerings within our various operating groups. Successful growthabsence of our business is subjectpurchase commitments for direct to among other things, our ability to implement plans for expanding and/or maintaining our existing businesses and categories within our businesses at satisfactory levels. We may not be successful in achieving suitable organic growth, and our inability to grow our business may have a material adverse effect on our business, financial condition, liquidity and results of operations.

In addition, investments we make in technology and infrastructure, retail stores and restaurants, office and distribution center facilities, personnel and elsewhere may not yield the full benefits we anticipate and/or sales growth may be outpaced by increases in operating costs, putting downward pressure on our operating margins and adversely affecting our results of operations. If we are unable to increase our sales growth targets organically, we may be required to pursue other strategic initiatives, including reductions in costs and/or acquisitions, in order to grow our business. These initiatives may not be available to us on desirable terms, inhibiting our ability to increase profitability.

The acquisition of new businesses and the divestiture or discontinuation of businesses and product lines have certain inherent risks, including, for example, strains on our management team and unexpected costs and other charges resulting from the transaction.
Growth of our business through acquisitions of lifestyle brands that fit within our business model is a component of our business strategy. For example, during Fiscal 2016, we acquired Southern Tide, LLC, which owns the Southern Tide lifestyle brand, and also acquired the Duck Head and Strong Suit brands. Acquisitions involve numerous risks, including: the competitive climate for desirable acquisition candidates, which drives market multiples; the benefits of the acquisition not materializing as planned or not materializing within the time periods or to the extent anticipated; our ability to manage the people and processes of an acquired business; difficulties in retaining key relationships with customers and suppliers; risks in entering geographic markets and/or product categories in which we have no or limited prior experience; and the possibility that we pay more to consummate an acquisition than the value we derive from the acquired business. Additionally, acquisitions may cause us to incur debt, assume other liabilities or make dilutive issuances of our equity securities.

As described in Note 1 in our consolidated financial statements included in this report, at the time of an acquisition, we estimate and record the fair value of purchased intangible assets, such as trademarks, reacquired rights and customer relationships, and record goodwill generally to the extent the cost to acquire a business exceeds our assessment of the net fair value of tangible and intangible assets. We test indefinite-lived intangible assets and goodwill for possible impairment as of the first day of the fourth quarter of each fiscal year, or at an interim date if indicators of impairment exist at that date. It is possible that we could have an impairment charge for goodwill or intangible assets in future periods if, among other things, economic conditions decline, our strategies for an acquired business change, the results of operations of an acquired business are less than anticipated at the time of acquisition or enterprise values of comparable publicly traded companies decline, resulting in an impairment of the goodwill and/or intangible assets associated with an acquired business. A future impairment charge for goodwill or intangible assets could have a material adverse effect on our consolidated financial position or results of operations.

As a result of acquisitions, we may become responsible for unexpected liabilities that we failed or were unable to discover in the course of performing due diligence. Although we may be entitled to indemnification against undisclosed liabilities from the sellers of the acquired business, our recourse may be limited and we cannot be certain that the indemnification, even if obtained, will be enforceable or collectible. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition and results of operations.



In addition, integrating acquired businesses is a complex, time-consuming and expensive process. The integration process for newly acquired businesses could create for us a number of challenges and adverse consequences associated with the integration of product lines, employees, sales teams and outsourced manufacturers; employee turnover, including key management and creative personnel of the acquired and existing businesses; disruption in product cycles for newly acquired product lines; maintenance of acceptable standards, controls, procedures and policies; operating business in new geographic territories; diversion of the attention of our management from other areas of our business; and the impairment of relationships with customers of the acquired and existing businesses. Merger and acquisition activity is inherently risky, and we cannot be certain that any acquisition will be successful and will not materially harm our business, operating results or financial condition.

From time to time, we also divest or discontinue businesses and/or product lines that do not align with our strategy or provide the returns that we expect or desire. For example, during Fiscal 2015, we sold the operations and assets of our former Ben Sherman operating group. Disposition transactions, as well as the discontinuation of business and/or product lines, may result in underutilization of our retained resources if the exited operations are not replaced with new lines of business, either internally or through acquisition. In addition, we may become responsible for unexpected liabilities, some of which may be triggered or increased by a purchaser’s operation of the disposed business following the transaction. Those liabilities combined with any other liabilities we contractually retain, individually or in the aggregate, could adversely affect our financial condition and results of operations.

consumer-designated inventory.

We may be unable to protect our trademarks and other intellectual property.


We believe that our trademarks and other intellectual property, as well as certain contractual arrangements, including licenses, and other proprietary intellectual property rights, have significant value and are important to our continued success and our competitive position due to their recognition by retailers and consumers. In Fiscal 2016, 92%2019, 93% of our consolidated net sales were attributable to branded products for which we own the trademark. Therefore, our success depends to a significant degree on our ability to protect and preserve our intellectual property. We rely on laws in the United States and other countries to protect our proprietary rights. However, we may not be able to sufficiently prevent third parties from using our intellectual property without our authorization, particularly in those countries where the laws do not protect our proprietary rights as fully as in the United States. The use of our intellectual property or similar intellectual property by others could reduce or eliminate any competitive advantage we have developed, causing us to lose sales or otherwise harm the reputation of our brands.


We devote significant resources to the registration and protection of our trademarks and to anti-counterfeiting efforts. Despite these efforts, we regularly discover products that are counterfeit reproductions of our products, that otherwise infringe on our proprietary rights or that otherwise seek to mimic or leverage our intellectual property. These counterfeitingCounterfeiting and other infringing activities typically increase as brand recognition increases, especially in markets outside the United States.increases. Counterfeiting and other infringement of our brandsintellectual property could divert away sales, and association of our brands with inferior counterfeit reproductions or third party labels could adversely affect the integrity and reputation of our brands.


Additionally, there can be no assurance that the actions that we have taken will be adequate to prevent others from seeking to block sales of our products as violations of proprietary rights. As we extend our brands into new product categories and new product lines and expand the geographic scope of ourthe manufacture, distribution and marketing of our brands’ products, we could become subject to litigation or challenge based on allegations of the infringement of intellectual property rights of third parties, including by various third parties who have acquired or claim ownership rights in some of our trademarks internationally. In the event a claim of infringement against us is successful or would otherwise affect our operations, we may be required to pay damages, royalties, or license fees or other costs to continue to use intellectual property rights that we had been using, or we may be unable to obtain necessary licenses from third parties at a reasonable cost or within a reasonable time. Litigation and other legal action of this type, regardless of

36

whether it is successful, could result in substantial costs to us and diversion of the attention of our management and other resources.


Fluctuations and volatility in the cost and availability of raw materials, labor and freight may materially increase our costs.


We and our third party suppliers rely on the availability of raw materials at reasonable prices. The principal fabrics used in our business are cotton, linens, wools, silk, other natural fibers, synthetics and blends of these materials. The prices paid for these fabrics depend on the market price for raw materials used to produce them. In addition, theThe cost of the materials that are used in our manufacturing process, such as oil-related commodity prices and other raw materials, such as dyes and chemicals, and other costs, can fluctuate. In recent years, we have seen increases in the costs of certain raw materials as a result of weather-related supply disruptions, significant declines in U.S. inventory and a sharp rise in the futures market for cotton. We historically have not entered into any futures contracts to hedge commodity prices.




Inprices, and in recent years, we have seen significant variability in the costs of certain raw materials, including cotton. These pricing fluctuations could continue in future years.

We have also seen increases in the cost of labor at many of our suppliers particularly with the growth of the middle class in certain countries,recent years, as well as in freight costs. In China, for example, apparel manufacturers have experienced increased costs, due to labor shortages and other factors,as a result of the COVID-19 outbreak may experience increases in our supply chain and/or distribution and these increased costs are often passed on to us.logistics functions. Although we attempt to mitigate the effect of increases in our cost of goods sold through sourcing initiatives and by selectively increasing the prices of our products, these product costing pressures, as well as other variable cost pressures, may materially increase our costs, and we may be unable to fully pass on these costs to our customers.


As of January 28, 2017,February 1, 2020, we had approximately 4,0006,100 employees worldwide, of which approximately 70% are retail store and restaurant employees. The employment and employment-related costs associated with theseour employees are a significant component in theour SG&A, particularly of our retail store and restaurant operations. Employment costs are affected by labor markets, as well as various federal, state and foreign laws governing matters such as minimum wage rates, overtime compensation and other requirements. For example,In addition, in recent years, there has been significant political pressure and legislative action to increase the minimum wage rate in many of the jurisdictions withinin which our stores are located. Although we have not thus far been materially affected by these legislative increases in minimum wage rates, anyAny increases in our employment costs, as a result of continued increases in minimum wage ratesmarket conditions or otherwise, may materially increase our costs, reduce the profitability or expected profitability of continuing and prospective retail and restaurantour operations and/or adversely impact our results of operations.


We may not be successful in identifying locations and negotiating appropriate lease termsare subject to risks associated with leasing real estate for our retail stores and restaurants.


restaurants, which generally consist of long-term leases negotiated at prevailing market rents.

An integral part of our strategy has been to develop and operate retail stores and restaurants for certain of our lifestyle brands. Net sales from our retail stores and restaurants were 48%47% of our consolidated net sales during Fiscal 2016.


2019.

We lease all of our retail store and restaurant locations. Successful operation of our retail stores and restaurants depends, in part, on our ability to identify desirable, brand appropriate locations; the overall ability of the location to attract a consumer base sufficient to make store sales volume profitable; our ability to negotiate satisfactory lease terms and employ qualified personnel; and our ability to timely construct and complete any build-out and open the location in accordance with our plans. A decline in the volume of consumer traffic at our retail stores and restaurants, due to economic conditions, shifts in consumer shopping preferences or technology, a decline in the popularity of malls or lifestyle centers in general or at those in which we operate, the closing of anchor stores or other adjacent tenants or otherwise, could have a negative impact on our sales, gross margin and results of operations. In addition, as and when we seek to open new retail stores and restaurants, we compete with others for favorable locations, lease terms and desired personnel. RetailAs consumer shopping patterns continue to negatively impact bricks and mortar retail traffic generally, the competition for premium retail space in long-term sustainable locations continues to increase. Our growth may be limited if we are unable to identify new locations with consumer traffic sufficient to support a profitable sales level or the local market reception to a new retail store opening is inconsistent with our expectations.


37

Our retail store and restaurant leases generally represent long-term financial commitments, with substantial costs at lease inception for a location’s design, leasehold improvements, fixtures and systems installation. Impairment testinginstallation and recurring fixed costs. On an ongoing basis, we review the financial performance of our retail stores’ long-lived assets requires usand restaurant locations in order to make estimates about our future performance and cash flowsdetermine whether continued operation is appropriate. Even if we determine that are inherently uncertain. These estimates canit is desirable to exit a particular location, we may be affected by numerous factors, including changes in economic conditions, our results of operations, and competitive conditions in the industry. Dueunable to close an underperforming location due to continuous use clauses and/or because negotiating an early termination would be cost prohibitive. In addition, due to the fixed-cost structure associated with our retailthese operations, negative cash flows or the closure of a retail store or restaurant could result in write-downs of inventory, impairment of leasehold improvements, impairment of operating lease assets and/or other long-lived assets, severance costs, lease termination costs or the loss of working capital, which could adversely impact our business and financial results. For example, during the Fourth QuarterFurthermore, as each of Fiscal 2016,our leases expire, we recognized certain charges in connection with closing three Tommy Bahamamay be unable to negotiate renewals, either on commercially acceptable terms or at all, which could force us to close retail stores including outlets. These charges may increase as we continue to evaluate our retail operations.


In addition, our retail store and restaurant leases generally grant the third party landlord with discretion on a number of operational matters, such as store hours and construction of our improvements. The recent consolidation within the commercial real estate development, operation and/or management industries may reduce our leverage with those parties, thereby adversely affecting the terms of future leases for our retail stores and restaurants or making entering into long-term commitments with such parties cost prohibitive.

in desirable locations.

Our geographic concentration of retail stores, restaurants and wholesale customers for certain of our brands exposes us to certain regional risks.


Our operations and retail and restaurant locations are heavily concentrated in certain geographic areasthe United States (202 of 224 locations as of February 1, 2020, with 97% of our consolidated net sales in the United States during Fiscal 2019) and, within the United States in certain geographic areas, including Florida, California, Texas and CaliforniaHawaii for our Tommy Bahama retailoperations (75 of 140 domestic stores (53 outand 13 of 144 domestic stores16 restaurants, including Marlin Bars, are in these states as of January 28, 2017)February 1, 2020) and Florida, Massachusetts and TexasVirginia for our Lilly Pulitzer retail stores (18 outoperations (31 of 4061 retail stores as of January 28, 2017)February 1, 2020). Additionally, the wholesale sales for each of Tommy Bahama, Lilly Pulitzer and Southern Tide experience geographic concentration,are also geographically concentrated, including in geographic areas where we have concentrations of our own retail store locations. Due to this concentration,these concentrations, we have



heightened exposure to factors that impact these regions, including general economic conditions, weather patterns, natural disasters, public health crises, changing demographics and other factors.

Our directoperations and those of our suppliers, vendors and wholesale customers may be affected by changes in weather patterns, natural or man-made disasters, public health crises, war, terrorism or other catastrophes.

Our sales volume and operations and the operations of third parties on whom we rely, including our suppliers, vendors and wholesale customers, may be adversely affected by unseasonable or severe weather conditions, natural or man-made disasters, public health crises, war, terrorist attacks, including heightened security measures and responsive military actions, or other catastrophes which may cause consumers to consumer operationsalter their purchasing habits or result in international markets may continuea disruption to adversely impact our results of operations.


In recent years we began expansion Because of the Tommy Bahama brand into international markets. These efforts includedseasonality of our business, the acquisitionconcentration of the assets and operations of the Tommy Bahama business from former licensees in Australia in Fiscal 2012 and in Canada in Fiscal 2013. We also commenced operations in Asia by opening retail store locations in Asia beginning in Fiscal 2012. The operations in the Asia-Pacific region thus far have generated operating losses as we developed a significant Hong Kong-based team and infrastructure to support a larger Asia retail operation. Although we closedproportion of our retail stores and wholesale customers in Macaucertain geographic regions, including a resort and/or coastal focus in Tommy Bahama’s, Lilly Pulitzer’s and Singapore, as well as outlet stores in Hong Kong and Japan, during Fiscal 2015 and Fiscal 2016, we believe thatSouthern Tide's operations, the operating losses associated withconcentration of our Tommy Bahama operations in the Asia-Pacific region will continue in the near-future, adversely impacting our results ofsourcing operations and putting downward pressure on our operating margin, until we have sufficient sales to leverage the operating costs or have otherwise fully exited direct operations in unprofitable jurisdictions.

In addition, we have limited experience with regulatory environments and market practices related to international operations and there are risks associated with doing business in these markets, including lack of brand recognition in certain markets; understanding fashion trends and satisfying consumer tastes; understanding sizing and fitting in these markets; market acceptanceconcentration of our products, which is difficult to assess immediately; establishing appropriate market-specific operational and logistics functions; managing compliance withdistribution center operations, the various legal requirements; staffing and managing foreign operations; fluctuations in currency exchange rates; obtaining governmental approvals that may be required to operate; potentially adverse tax implications; and maintaining proper levelsoccurrence of inventory. If we are unable to properly manage these risks or if our international efforts do not prove successful,such events could disproportionately impact our business, financial condition and results of operations could continue to be negatively impacted.

As we continue to explore long-term opportunities for our Tommy Bahama brand internationally while simultaneously seeking to reduce the operating losses associated with our Tommy Bahama operations in the Asia-Pacific region, we may elect to enter into retail license and/or wholesale distribution arrangements, or joint ventures, with third parties for certain markets. Any such arrangements are subject to a number of risks and uncertainties, including our reliance on the operational skill and expertise of a local operator, the ability of the joint venture or operator to manage its employees and appropriately represent our brands in those markets and any protective rights that we may be forced to grant to the third party, which could limit our ability to fully realize the anticipated benefits of such a relationship.

We are also subject to certain anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, in addition to the local laws of the foreign countries into which we enter. If any of our international operations, or our employees or agents, violates such laws, we could become subject to sanctions or other penalties that could negatively affect our reputation, business and operating results.

We hold licenses for the use of other parties’ brand names, and we cannot guarantee our continued use of such brand names or the quality or salability of such brand names.


We have entered into license and design agreements to use certain trademarks and trade names, such asincluding Kenneth Cole, Dockers, Geoffrey Beene,Cole Haan and Nick Graham and Andrew Fezza,in Lanier Apparel, to market some of our products. During Fiscal 2016,2019, sales of products bearing brands licensed to us accounted for 6% of our consolidated net sales and 60%65% of our Lanier ApparelApparel’s net sales. When we enter into these license and design agreements, they generally provide for short contract durations (typically three to five years); these agreements oftenmay include options that we may exercise to extend the term of the contract but, when available, those option rights are generally subject to our satisfaction of certain contingencies (e.g., minimum sales thresholds) that may be difficult for us to satisfy. Competitive conditions for the right to use popular trademarks means that we cannot guarantee that we will be able to renew these licenses on acceptable terms upon expiration, that the terms of any renewal will not result in operating margin pressures or reduced profitability or that we will be able to acquire new licenses to use

38

other desirable trademarks. The termination or expiration of a license agreement willwould cause us to lose the sales and any associated profits generated pursuant to such license, which could be material, and in certain cases could also result in an impairment charge for related assets.


assets, leave us with underutilized overhead and/or adversely impact existing synergies.

Our license agreements generally require us to receive approval from the brand’s owner of all design and other elements of the licensed products we sell prior to production, as well as to receive approval from the brand owner of distribution channels in which we may sell and the manner in which we market and distribute licensed products. Any failure by us to comply with these requirements could result in the termination of the license agreement.




In addition to certain compliance obligations, all of our significant licenses provide minimum thresholds for royalty payments and advertising expenditures for each license year, which we must pay regardless of the level of our sales of the licensed products. If these thresholds are not met, our licensors may be permitted contractually to terminate these agreements or seek payment of minimum royalties even if the minimum sales are not achieved. In addition, our licensors produce their own products and license their trademarks to other third parties, and we are unable to control the quality, style or image of these goods. If licensors or others do not maintain the quality of these trademarks or if the brand image deteriorates, or the licensors otherwise change the parameters of design, pricing, distribution or marketing, our sales and any associated profits generated by such brands may decline.

As a global apparel company, we may experience fluctuations in our tax liabilities and effective tax rate.

As a global apparel company, we are subject to income taxes in the United States and various foreign jurisdictions. We record our income tax liability based on an analysis and interpretation of local tax laws and regulations, which requires a significant amount of judgment and estimation. In addition, we may from time to time modify our operations in an effort to minimize our global income tax exposure. Our effective income tax rate in any particular period or in future periods may be affected by a number of factors, including a shift in the mix of revenues, income and/or losses among domestic and international sources during a year or over a period of years; changes in tax laws and regulations and/or international tax treaties; the outcome of income tax audits in various jurisdictions; the difference between the income tax deduction and the previously recognized income tax benefit related to the vesting of equity-based compensation awards; and the resolution of uncertain tax positions, any of which could adversely affect our effective income tax rate and profitability.

Further, changes to U.S. and foreign tax laws and compliance with new tax laws could have a material adverse effect on our tax expense, cash flows and operations. For example, the Organization for Economic Cooperation and Development has published action plans that, if adopted by countries where we do business, could materially impact our tax obligations in those countries.

Our international direct to consumer and licensing operations may present risks that could have a material adverse effect on our business and financial position.

We operate Tommy Bahama retail stores in Australia and Canada, and are closing our remaining retail operation in Japan during Fiscal 2020. We have limited experience with regulatory environments and market practices related to international operations and there are risks associated with doing business in international markets, including lack of brand recognition in certain markets; understanding fashion trends and satisfying consumer tastes; market acceptance of our products, which is difficult to assess immediately; establishing appropriate market-specific operational and logistics functions; managing compliance with the various legal requirements; staffing and managing foreign operations; fluctuations in currency exchange rates; obtaining governmental approvals that may be required to operate; potentially adverse tax implications; and maintaining proper levels of inventory. If we are unable to properly manage these risks, our business, financial condition and results of operations could be negatively impacted.

We may also elect to enter into retail or wholesale distribution arrangements, or joint ventures, with third parties for certain markets. For example, a third party operates Tommy Bahama retail stores in the United Arab Emirates. Any such arrangements are subject to a number of risks and uncertainties, including our reliance on the


39

operational skill and expertise of a local operator, the ability of the joint venture or operator to manage its employees and appropriately represent our brands in those markets and any protective rights that we may be forced to grant to the third party, which could limit our ability to fully realize the anticipated benefits of such a relationship.

We are also subject to certain anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, in addition to the local laws of the foreign countries in which we operate. If any of our international operations, or our employees or agents, violates such laws, we could become subject to sanctions or other penalties that could negatively affect our reputation, business and operating results.

We make use of debt to finance our operations, which exposes us to risks that could adversely affect our business, financial position and operating results.


Our levels of debt vary as a result of the seasonality of our business, investments in our operations and working capital needs. As of January 28, 2017, we had $91.5 million of borrowings outstandingneeds, and may increase in the future under our U.S. Revolving Credit Agreement. In the future, our debt levels may increase under our existing credit facility or potentially under new facilities, or the terms or forms of our financing arrangements may change.


Our indebtedness includes, and any future indebtedness may include, certain obligations and limitations, including the periodic payment of principal, interest and interest,unused line fees, maintenance of certain covenants and certain other limitations. The negative covenants in our debt agreements limit our ability to incur debt; guaranty certain obligations; incur liens; pay dividends; repurchase common stock; make investments, including the amount we may generally invest in, or use to support, our foreign operations;investments; sell assets; make acquisitions; merge with other companies; or satisfy other debt. These obligations and limitations may increase our vulnerability to adverse economic and industry conditions, place us at a competitive disadvantage compared to ourany competitors that aremay be less leveraged and limit our flexibility in carrying out our business planplans and planning for, or reacting to, industry changes.


change.

In addition, we have interest rate risk on indebtedness under our variable rate U.S. Revolving Credit Agreement. Our exposure to variable rate indebtedness may increase in the future, based on our debt levels and/or the terms of future financing arrangements. AnFurther, an increase in the interest rates mayrate environment would require us to pay a greater amount of our funds from operations towards interest, even if the amount of borrowings outstanding remains the same. As a result, we

A portion of our indebtedness under the U.S. Revolving Credit Agreement at any time may havebe based on LIBOR, which is the subject of recent proposals for reform or elimination. In particular, on July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, publicly announced that it intends to revisestop persuading or delay our business plans, reducecompelling banks to submit LIBOR rates after 2021. It is unclear what the impact, if any, might be if LIBOR ceases to exist or delay capital expenditures or otherwise adjust our plans for operations.


if the methods of calculating LIBOR change from current methods.

The continued growth of our business whether organically, through acquisitions or otherwise, also depends on our access to sufficient funds. For example, we used borrowings under our U.S. Revolving Credit Agreement to finance the acquisition of Southern Tide during Fiscal 2016. We typically rely on cash flow from operations and borrowings under our U.S. Revolving Credit Agreement to fund our working capital, capital expenditures and investment activities. As of January 28, 2017,February 1, 2020, we had $185.5$322 million in unused availability under our U.S. Revolving Credit Agreement. If our cash flow from operations decline significantly, including any such decline related to reduced store traffic and widespread store and restaurant closures as a result of the COVID-19 pandemic, or if the need arises in the future to finance expenditures in excess of those supported by our operations andthe existing credit facilities,facility, we may need to seek additional funding, whetherwhich may be through debt or equity financing. Our ability to obtain that financing will depend on many factors, including prevailing market conditions, our financial condition and, depending on the sources of financing, our ability to negotiate favorable terms and conditions. The terms of any such financing or our inability to secure such financing could adversely affect our ability to execute our strategies.


Labor-related matters, including labor disputes, may adversely affect our operations.


We may be adversely affected as a result of labor disputes in our own operations or in those of third parties with whom we work. Our business depends on our ability to source and distribute products in a timely manner, and our new retail store and restaurant growth is dependent on timely construction of our locations. While we are not subject to any organized labor agreements and have historically enjoyed good employee relations, there can be no assurance that we

40

will not experience work stoppages or other labor problems in the future with our non-unionized employees. In addition, potential labor disputes at independent factories where our goods are produced, shipping ports or transportation carriers create risks for our business, particularly if a dispute results in work slowdowns, lockouts, strikes or other disruptions during our peak manufacturing, shipping and selling seasons. For example, a severe and prolonged disruption to ocean freight transportation, such as the disruption to West Coast port operations in 2014 and 2015 due to a port workers’ union dispute, delayed our receipt of product. Further, we plan our inventory purchases and forecasts based on the anticipated timing of retail store and restaurant openings, which could be delayed as a result of a number of factors, including labor disputes among contractors engaged to construct our locations or within government licensing or permitting offices. Any potential labor dispute, either in our own operations or in those of third parties on whom we rely, could materially affect our costs, decrease our sales, harm our reputation or otherwise negatively affect our operations.




Our international operations, including foreign sourcing, result in an exposure to fluctuations in foreign currency exchange rates.


As a result of our international operations, we

We are exposed to certain currency exchange risks in conducting business outside of the United States. The substantial majority of our orders for the production of apparel inproduct purchases are from foreign countries isvendors and are denominated in U.S. dollars. If the value of the U.S. dollar decreases relative to certain foreign currencies in the future, then the prices that we negotiate for products could increase and it is possible that we would notmay be ableunable to pass this increase on to customers, which would negatively impact our margins. However, if the value of the U.S. dollar increases between the time a price is set and payment for a product, the price we pay may be higher than that paid for comparable goods by competitors that pay for goods in local currencies, and these competitors may be able to sell their products at more competitive prices. Additionally, currency fluctuations could also disrupt the business of our independent manufacturers by making their purchases of raw materials more expensive and difficult to finance.


We received U.S. dollars for 96%97% of our product sales during Fiscal 2016,2019, with the remaining sales primarily related to our retail operations during the year in Canada, Australia and Japan. An increase in the value of the U.S. dollar compared to other currencies in which we have sales could result in lower levels of sales and earnings reported in our consolidated statements of operations, althougheven though the sales in foreign currencies could be equal to or greater than amounts in prior periods. In addition, to the extent that a stronger U.S. dollar increases product and other costs, and the products are sold in anotherforeign markets in the local currency but the additional cost cannot be passed on to our customers, ourmay realize lower gross margins will be negatively impacted.


Our operations may be affected by changes in weather patterns, natural or man-made disasters, war, terrorism or other catastrophes.

Our sales volume and operations may be adversely affected by unseasonable or severe weather conditions, natural or man-made disasters, war, terrorist attacks, including heightened security measures and responsive military actions, or other catastrophes which may cause consumers to alter their purchasing habits or result in a disruption to our operations. Because of the seasonality of our business, the concentration of a significant proportion of our retail stores and wholesale customers in certain geographic regions, the concentration of our sourcing operations and the concentration of our distribution operations, the occurrence of such events could disproportionately impact our business, financial condition and operating results.

margins.

Our business could be impacted as a result of actions by activist shareholders or others.


We may be subject, from time to time, to legal and business challenges or disruptions in the operation of our company due to actions instituted by activist shareholders or others. Responding to such actions could be costly and time-consuming, may not align with our business strategies and could divert the attention of our Board of Directors and senior management from the pursuit of our business strategies. Perceived uncertainties as to our future direction as a result of shareholder activism may lead to the perception of a change in the direction of the business or other instability and may adversely affect our relationships with vendors, customers, prospective and current employees and others.


Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

We lease and own space for our retail stores and restaurants, distribution centers, sales/administration office spaceoffices and manufacturing facilitiesoperations in various domestic and international locations. We believe that our existing properties are well maintained, are in good operating condition and will be adequate for our present level of operations.

In the ordinary course of business, we enter into lease agreements for our direct to consumer operations, including leases for retail and restaurant space. Most of the leases require us to pay specified minimum rent, as well as a portion of operating expenses, real estate taxes and insurance applicable to the property, plus a contingent rent based on a percentage of the store'slocation’s net sales in excess of a specific threshold.threshold and in some locations sales tax on rental amounts

41

paid to the landlord. The leases have varying terms and expirations and may have provisions to extend, renew or terminate the lease agreement, among other terms and conditions. Assets leased under operating leases are not recognized as assets and liabilities in our consolidated balance sheets. Periodically, we assess the operating results of each of our retail stores and restaurantsdirect to consumer locations to assess whether the location provides, or is expected to provide, an appropriate long-term return on investment, whether the location remains brand appropriate and other factors. As a result of this assessment, we may determine that it is appropriate to close certain stores that do not continue to meet our investment criteria, not renew certain leases, exercise an early termination option, or otherwise negotiate an early



termination. For existing leases in desirable locations, we anticipate that we will be able to extend our retail leases, to the extent that they expire in the near future, on terms that are satisfactory to us, or if necessary, locate substitute properties on acceptable terms. The terms and conditions of lease renewals or relocations may not be as favorable as existing leases.

As of January 28, 2017,February 1, 2020, our 208 retail and restaurantdirect to consumer locations utilizedused approximately 0.9 million square feet of leased space in the United States, Canada, Australia Japan and Hong Kong.Japan. Each of our retail stores and restaurants is less than 20,000 square feet, and we do not believe that we are dependent upon any individual retail store or restaurant location for our business operations. Greater detail about the retail space used by each operating group is included in Part I, Item 1, Business included in this report.

As of January 28, 2017,February 1, 2020, we utilizedused approximately 1.6 million square feet of owned or leased distribution, manufacturing and administrative/sales facilities in the United States, Mexico and Hong Kong. In addition to our owned and leased distribution facilities, we may utilizeuse certain third party warehouse/distribution providers where we do not own or lease any space. Our distribution, manufacturing, administrative and sales facilities provide space for employees and functions used in support of our retail,direct to consumer and wholesale and e-commerce operations.

Details of the principal administrative, sales, distribution and manufacturing facilities used in our operations, including approximate square footage, are as follows:

LocationPrimary UseOperating Group
Square
Footage
Lease
Expiration
Seattle, WashingtonSales/administrationTommy Bahama115,000
2026
Auburn, WashingtonDistribution centerTommy Bahama325,000
2025
King of Prussia, PennsylvaniaSales/administration and distribution centerLilly Pulitzer160,000
Owned
Toccoa, GeorgiaDistribution centerLanier Apparel310,000
Owned
Merida, MexicoManufacturing plantLanier Apparel80,000
Owned
Greenville, South CarolinaSales/administrationSouthern Tide12,000
2017
Atlanta, GeorgiaSales/administrationCorporate and Other and Lanier Apparel30,000
2023
Lyons, GeorgiaSales/administration and distribution centerCorporate and Other, Lanier Apparel and Southern Tide420,000
Owned
New York, New YorkSales/administrationVarious40,000
Various
Hong KongSales/administrationVarious20,000
Various

    

    

    

Square

    

Lease

Location

Primary Use

Operating Group

Footage

Expiration

Seattle, Washington

 

Sales/administration

 

Tommy Bahama

 

115,000

 

2026 

Auburn, Washington

 

Distribution center

 

Tommy Bahama

 

325,000

 

2025 

King of Prussia, Pennsylvania

 

Sales/administration and distribution center

 

Lilly Pulitzer

 

160,000

 

Owned 

Toccoa, Georgia

 

Distribution center

 

Lanier Apparel

 

310,000

 

Owned 

Merida, Mexico

 

Manufacturing plant

 

Lanier Apparel

 

80,000

 

Owned 

Greenville, South Carolina

 

Sales/administration

 

Southern Tide

 

14,000

 

2024 

Atlanta, Georgia

 

Sales/administration

 

Corporate and Other and Lanier Apparel

 

30,000

 

2024

Lyons, Georgia

 

Distribution center

 

Various

 

420,000

 

Owned 

Item 3.  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, licensing arrangements, real estate, importing or exporting regulations, taxation, employee relation matters or other topics. We are not currently a party to any litigation or regulatory actions,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 4.  Mine Safety Disclosures

Not applicable.



42

PART II

PART II

Item 5.  Market for Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market and Dividend Information

Our common stock is listed and traded on the New York Stock Exchange under the symbol "OXM." As of March 15, 2017,27, 2020, there were 289291 record holders of our common stock. The following table sets forth the high and low sale prices and quarter-end closing prices of our common stock as reported on the New York Stock Exchange for the quarters indicated. Additionally, the table indicates the dividends per share declared on shares of our common stock by

On March 24, 2020, our Board of Directors for each quarter.

 HighLowCloseDividends
Fiscal 2016    
First Quarter$77.99
$58.28
$66.42
$0.27
Second Quarter$67.15
$52.54
$57.18
$0.27
Third Quarter$74.00
$55.14
$62.78
$0.27
Fourth Quarter$76.19
$51.81
$54.07
$0.27
Fiscal 2015    
First Quarter$80.93
$51.13
$78.11
$0.25
Second Quarter$90.00
$73.36
$83.93
$0.25
Third Quarter$91.24
$67.62
$72.82
$0.25
Fourth Quarter$74.72
$54.79
$69.86
$0.25
Weapproved a cash dividend of $0.25 per share payable on May 1, 2020 to shareholders of record as of the close of business on April 17, 2020. Although we have paid dividends in each quarter since we became a public company in July 1960; however,1960, including $25 million in total or $1.48 per common share in Fiscal 2019, 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 applicable law limit our ability to pay dividends. We may borrow to fund dividends in the short term based on our expectation of operating cash flows in future periods subject to the terms and conditions of our credit facility, other debt instruments and applicable law. All cash flow from operations will not necessarily be paid out as dividends in all periods.
For details about limitations on our ability to pay dividends, see Note 5 of our consolidated financial statements and Part II, Item 7. Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations, both contained in this report.

Recent Sales of Unregistered Securities

We did not sell any unregistered equity securities during Fiscal 2016.

2019.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We have certain stock incentive plans as described in Note 78 to our consolidated financial statements included in this report, 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 equity awards.shares of our stock. During the Fourth Quarter of Fiscal 2016, no2019, we repurchased the following shares were repurchased pursuant to these plans.

plans:

Total Number of

Maximum

Shares

Number of Shares

Average

Purchased as

That May Yet be

Total Number

Price

Part of Publicly

Purchased Under

of Shares

Paid per

Announced Plans

the Plans or

Fiscal Month

    

Purchased

    

Share

    

or Programs

    

Programs

November (11/3/19 - 11/30/19)

$

December (12/1/19 - 1/4/20)

$

January (1/5/20 - 2/1/20)

3,968

$

69.40

Total

3,968

$

69.40

In March 2017, our Board of Directors authorized us to spend up to $50 million to repurchase shares of our stock. This authorization superseded and replaced all previous authorizations to repurchase shares of our stock and has no automatic expiration. As of February 1, 2020, no shares of our stock had been repurchased pursuant to this authorization. However, subsequent to the end of Fiscal 2019, in February and March 2020, we repurchased 332,000 shares of our common stock for $18 million under an open market stock repurchase program (Rule 10b5-1 plan) pursuant to the Board of Directors’ authorization.

Securities Authorized for Issuance Under Equity Compensation Plans

43

The information required by this Item 5




Stock Price Performance Graph

The graph below reflects cumulative total shareholder return (assuming an initial investment of $100 and the reinvestment of dividends) on our common stock compared to the cumulative total return for a period of five years, beginning January 28, 201231, 2015 and ending January 28, 2017,February 1, 2020, of:

The S&P SmallCap 600 Index; and
The S&P 500 Apparel, Accessories and Luxury Goods.

Graphic

    

INDEXED RETURNS

Base Period

Years Ended

Company / Index

    

1/31/15

    

1/30/16

    

1/28/17

    

2/3/18

    

2/2/19

    

2/1/20

Oxford Industries, Inc.

 

100

 

126.63

 

99.76

 

148.64

 

147.43

 

135.14

S&P SmallCap 600 Index

 

100

 

95.31

 

128.67

 

146.79

 

147.31

 

157.07

S&P 500 Apparel, Accessories & Luxury Goods

 

100

 

83.78

 

71.38

 

91.12

 

84.92

 

78.24

The S&P SmallCap 600 Index; and

44


The S&P 500 Apparel, Accessories and Luxury Goods.

  INDEXED RETURNS
 BaseYears Ended
 Period     
Company / Index1/28/20122/2/2013
2/1/2014
1/31/2015
1/30/2016
1/28/2017
Oxford Industries, Inc.100102.03
156.90
117.90
149.31
117.62
S&P SmallCap 600 Index100116.02
147.38
156.45
149.12
201.31
S&P 500 Apparel, Accessories & Luxury Goods10092.94
107.86
111.82
93.69
79.82

Item 6. Selected Financial Data

Our selected financial data included in the table below reflects (1) the acquisition of the Southern Tide operations and assets in April 2016 and (2) the divestiture of the operations and assets of our former Ben Sherman operating group in July 2015,



resulting in the classification of Ben Sherman operations being classified as discontinued operations in our consolidated statements of operations for all periods presented. Cash flow, capital expenditures, equity compensation, depreciation and amortization amounts below include amounts for both continuing and discontinued operations as our consolidated statements of cash flow are presented on a consolidated basis including continuing and discontinued operations.

    

Fiscal 2019

    

Fiscal 2018

    

Fiscal 2017

    

Fiscal 2016

    

Fiscal 2015

 

(in millions, except per share amounts)

Net sales

$

1,122.8

$

1,107.5

$

1,086.2

$

1,022.6

$

969.3

Cost of goods sold

 

477.8

 

470.3

 

473.6

 

442.3

 

412.7

Gross profit

 

645.0

 

637.2

 

612.6

 

580.3

 

556.6

SG&A

 

566.1

 

560.5

 

540.5

 

504.6

 

473.5

Royalties and other operating income

 

14.9

 

14.0

 

13.9

 

14.2

 

14.4

Operating income

 

93.7

 

90.6

 

86.0

 

89.9

 

97.5

Interest expense, net

 

1.2

 

2.3

 

3.1

 

3.4

 

2.5

Earnings from continuing operations before income taxes

 

92.4

 

88.3

 

82.9

 

86.5

 

95.1

Income taxes

 

23.9

 

22.0

 

18.2

 

32.0

 

36.5

Net earnings from continuing operations

 

68.5

 

66.3

 

64.7

 

54.5

 

58.6

Income (loss), including loss on sale, from discontinued operations, net of taxes

 

 

 

0.4

 

(2.0)

 

(28.0)

Net earnings

$

68.5

$

66.3

$

65.1

$

52.5

$

30.6

Diluted earnings from continuing operations per share

$

4.05

$

3.94

$

3.87

$

3.27

$

3.54

Diluted income (loss), including loss on sale, from discontinued operations per share

$

$

$

0.02

$

(0.12)

$

(1.69)

Diluted net earnings per share

$

4.05

$

3.94

$

3.89

$

3.15

$

1.85

Diluted weighted average shares outstanding

 

16.9

 

16.8

 

16.7

 

16.6

 

16.6

Dividends declared and paid

$

25.2

$

23.1

$

18.2

$

18.1

$

16.6

Dividends declared and paid per share

$

1.48

$

1.36

$

1.08

$

1.08

$

1.00

Total assets, at period-end

$

1,033.4

$

727.3

$

699.9

$

685.2

$

582.7

Long-term debt at period-end

$

$

13.0

$

45.8

$

91.5

$

44.0

Shareholders’ equity, at period-end

$

528.6

$

478.4

$

429.8

$

376.1

$

334.4

Cash provided by operating activities

$

121.9

$

96.4

$

118.6

$

118.6

$

105.4

Capital expenditures

$

37.4

$

37.0

$

38.7

$

49.4

$

73.1

Depreciation and amortization expense

$

40.3

$

42.5

$

42.4

$

42.2

$

36.4

Equity compensation expense

$

7.6

$

7.3

$

6.4

$

6.4

$

5.2

LIFO accounting charge (credit)

$

1.5

$

0.8

$

7.8

$

(5.9)

$

0.3

Book value per share at period-end

$

31

$

28

$

26

$

22

$

20

Stock price per share at period-end

$

69

$

77

$

79

$

54

$

70

45

 Fiscal 2016
Fiscal 2015
Fiscal 2014
Fiscal 2013
Fiscal 2012
 (in millions, except per share amounts)
Net sales$1,022.6
$969.3
$920.3
$849.9
$773.6
Cost of goods sold439.8
411.2
402.4
368.4
343.5
Gross profit582.8
558.1
517.9
481.5
430.1
SG&A507.1
475.0
439.1
399.1
362.7
Royalties and other operating income14.2
14.4
13.9
13.9
10.7
Operating income89.9
97.5
92.8
96.3
78.1
Loss on repurchase of debt



9.1
Interest expense, net3.4
2.5
3.2
3.9
8.7
Earnings from continuing operations before income taxes86.5
95.1
89.6
92.4
60.3
Income taxes32.0
36.5
35.8
36.9
23.1
Net earnings from continuing operations54.5
58.5
53.8
55.4
37.2
(Loss) income, including loss on sale, from discontinued operations, net of taxes(2.0)(28.0)(8.0)(10.1)(5.9)
Net earnings$52.5
$30.6
$45.8
$45.3
$31.3
Diluted earnings from continuing operations per share$3.27
$3.54
$3.27
$3.36
$2.24
Diluted (loss) income, including loss on sale, from discontinued operations per share$(0.12)$(1.69)$(0.49)$(0.62)$(0.36)
Diluted net earnings per share$3.15
$1.85
$2.78
$2.75
$1.89
Diluted weighted average shares outstanding16.6
16.6
16.5
16.5
16.6
Dividends declared and paid$18.1
$16.6
$13.9
$11.9
$9.9
Dividends declared and paid per share$1.08
$1.00
$0.84
$0.72
$0.60
Total assets, at period-end$685.2
$582.7
$622.4
$606.9
$533.1
Long-term debt at period-end$91.5
$44.0
$104.8
$137.6
$108.6
Shareholders' equity, at period-end$376.1
$334.4
$290.6
$260.2
$229.8
Cash provided by operating activities$118.6
$105.4
$95.4
$52.7
$67.1
Capital expenditures$49.4
$73.1
$50.4
$43.4
$60.7
Depreciation and amortization expense$42.2
$36.4
$37.6
$33.9
$26.3
Equity compensation expense$6.4
$5.2
$4.1
$1.7
$2.8
LIFO accounting (credit) charge$(5.9)$0.3
$2.1
$
$4.0
Book value per share at period-end$22.43
$20.14
$17.64
$15.85
$13.85

Table of Contents


Item 7.    Management's  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our results of operations, cash flows, liquidity and capital resources compares Fiscal 2019 to Fiscal 2018 and should be read in conjunction with our consolidated financial statements contained in this report.



The results of operations, cash flows, liquidity and capital resources for Fiscal 2018 compared to Fiscal 2017 are not included in this report on Form 10-K. For a discussion of our results of operations, cash flows, liquidity and capital resources for Fiscal 2018 compared to Fiscal 2017 and certain other financial information related to Fiscal 2018 and Fiscal 2017, refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II. Item 7 of our 2018 Annual Report on Form 10-K, filed with the SEC on April 1, 2019, which is available on the SEC’s website at www.sec.gov and under the Investor Relations section of our website at www.oxfordinc.com.

OVERVIEW



Business Overview

We are a global apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer and Southern Tide lifestyle brands and other owned brands and licensed brands as well as private label apparel products.products of Lanier Apparel. During Fiscal 2016, 92%2019, 93% of our net sales were from products bearing brands that we own and 66%97% of our net sales were through our direct to consumer channels of distribution. In Fiscal 2015, 96% of our consolidated net sales were to customers located in the United States, with the sales outside the United States consisting primarily of our Tommy Bahama products in Canada and the Asia-Pacific region.

States.

Our business strategy is to develop and market compelling lifestyle brands and products that evoke a strong emotional response from our target consumers. We consider lifestyle brands to be those brands that have a clearly defined and targeted point of view inspired by an appealing lifestyle or attitude. Furthermore, we believe lifestyle brands that create an emotional connection, like Tommy Bahama, Lilly Pulitzer and Southern Tide, that create an emotional connection with consumers can command greater loyalty and higher price points at retail and create licensing opportunities, which may drive higher earnings.opportunities. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want it. 

them. We believe the principal competitive factors in the apparel industry are reputation, value, and image of brand names; design; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service. Our ability to compete successfully in styling and marketing is directly related to our proficiency in foreseeing changes and trends in fashion and consumer preference and presenting appealing products for consumers. Our design-led, commercially informed lifestyle brand operations strive to provide exciting, differentiated products each season.
To further strengthen each lifestyle brand's connections with consumers, we directly communicate with consumers through electronic and print media on a regular basis.  We believe our ability to effectively communicate the images, lifestyle and products

During Fiscal 2019, 70% of our brands and create an emotional connection with consumers is critical to the success of the brands. Our advertising for our brands often attempts to convey the lifestyle of the brand as well as a specific product.

We distribute our owned lifestyle branded products primarilynet sales were through our direct to consumer channels consisting of distribution, which consists of our 189 brand-specific full-price retail stores, our e-commerce websites, our Tommy Bahama food and Lilly Pulitzer retail storesbeverage operations and our e-commerce sites for35 Tommy Bahama Lilly Pulitzer and Southern Tide, and throughoutlets. The remaining 30% of our net sales are generated from our wholesale distribution channels. Our direct to consumerwholesale operations provide us with the opportunity to interact directly with our customers, present to them a broad assortment of our current season products and immerse them in the theme of the lifestyle brand. We believe that presenting our products in a setting specifically designed to showcase the lifestyle on which the brands are based enhances the image of our brands. Our Tommy Bahama and Lilly Pulitzer full-price retail stores provide high visibility for our brands and products, and allow us to stay close to the preferences of our consumers, while also providing a platform for long-term growth for the brands. In Tommy Bahama, we also operate a limited number of restaurants, generally adjacent to a Tommy Bahama full-price retail store location, which we believe further enhance the brand's image with consumers.
Additionally, our e-commerce websites, which represented 18% of our consolidated netinclude sales in Fiscal 2016, provide the opportunity to increase revenues by reaching a larger population of consumers and at the same time allow our brands to provide a broader range of products. Our e-commerce flash clearance sales on our websites and our Tommy Bahama outlet stores play an important role in overall brand and inventory management by allowing us to sell discontinued and out-of-season products in brand appropriate settings and often at better prices than are typically available from third party off-price retailers.
The wholesale operations of our lifestyle brands, which complement our direct to consumer operations and provide access to a larger group of consumers. As we seek to maintainconsumers, and also represents substantially all the integritynet sales of our lifestyle brands by limiting promotional activity in our full-price retail stores and e-commerce websites, we generally target wholesale customers that follow this same approach in their stores. Our wholesale customers forthe Lanier Apparel operating group.

Industry Overview

Each of our Tommy Bahama, Lilly Pulitzer, Lanier Apparel and Southern Tide brands include better department stores and specialty stores, including Signature Stores for Lilly Pulitzer and Southern Tide.

Within our Lanier Apparel operating group, we sell tailored clothing and sportswear products under licensed brands, private labels and owned brands. Lanier Apparel's customers include department stores, discount and off-price retailers, warehouse clubs, national chains, specialty retailers and others throughout the United States.
All of our operating groups operateoperates in highly competitive apparel markets in which numerous U.S.-based and foreign apparel firms compete.that continue to evolve rapidly with the expanding application of technology to fashion retail. No single apparel firm or small group of apparel firms dominates the apparel industry, and our direct competitors vary by operating group and distribution channel. We believe the principal competitive factors in the apparel industry are reputation, value, and image of brand names; design; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service.

The apparel industry is cyclical and very dependent upon the overall level and focus of discretionary consumer spending, which changes as consumer preferences and regional, domestic and international economic conditions change. Often,Increasingly, consumers are choosing to spend less of their discretionary spending on certain product categories, including apparel, while spending more on services and other product categories. Further, negative economic conditions often have a longer and more severe impact on the apparel industry than on other industries.  We believe

46

Table of Contents

The competitive and evolving environment may require that brands and retailers approach their operations, including marketing and advertising, very differently than historical practices and may result in increased operating costs and capital investments to generate growth or even maintain current global



economic conditionssales levels. While the competition and the resulting economic uncertainty continue to impact our business, and the apparel industry as a whole.

We believe the retail apparel market is evolving very rapidly and in ways that are having a disruptive impact on traditional fashion retailing. The application of technology, including the internet and mobile devices, to fashion retail provides consumers increasing access to multiple, responsive distribution platforms and an unprecedented ability to communicate directly with brands, retailers and others. As a result, consumers have more information and broader, faster and cheaper access to goods than they have ever had before. This, along with the coming of age of the “millennial” generation, is revolutionizing the way that consumers shop for fashion and other goods.  The evidence is increasingly apparent with marked weakness in department stores and mall-based retailers, decreased consumer retail traffic, a more promotional retail environment, expansion of off-price and discount retailers, and growing internet purchases.

While this evolution in the fashion retail industry presents 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. retailers to capitalize on the changing consumer environment. 

We believe our brands have attributes that are true competitive advantages in this new retailing paradigm, and we are 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.


Specifically,

Recent Events and Trends

During Fiscal 2019, there was a significant amount of uncertainty related to tariffs on products imported into the United States from China, which has resulted in higher tariffs on apparel and related products manufactured in China. Approximately 49% of our apparel and related products were from producers located in China during Fiscal 2019. As a result of our actions to shift production from China, particularly for goods received in the second half of Fiscal 2019 and thereafter, we believeexpect that the proportion of our lifestyle brands have opportunities for long-term growthapparel and related product sourced from China will decrease in theirFiscal 2020. In addition to shifting production to mitigate the incremental tariff costs on our operating results, we negotiated price reductions from certain third party manufacturers and increased direct to consumer businesses. We anticipate increased sales inand wholesale prices on select products.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic. COVID-19 is having a significant effect on overall economic conditions and our e-commerce operations, which are expected to grow at a faster rate than bricksoperations. While our mission remains the enhancement of long-term shareholder value, our focus during this crisis is and mortar comparable full-price retail store sales. This growth can also be achieved through prudent expansion of bricks and mortar full-price retail store operations and modest comparable full-price retail store sales increases. Despite the changes in the retail environment, we expect there will continue to be desirable locations to increase our store count.


Our lifestyle brands also have an opportunity for modest sales increases in their wholesale businesses in the long term primarily from current customers adding to their existing door counthealth and increasing their on-line business, increased sales to on-line retailers and the selective addition of new wholesale customers who generally follow a retail model with limited discounting; however, we must be diligent in our effort to avoid compromising the integrity of the brand by maintaining or growing sales with wholesale customers that may not be aligned with our long-term strategy. This is particularly important with the challenges in the department store channel, which represents about one-halfwell-being of our consolidated wholesale sales, or 16% ofemployees, customers and communities. Due to the COVID-19 outbreak, we saw reduced consumer traffic starting in early March 2020 and temporarily closed all our consolidated net sales. Weretail and restaurant locations in North America on March 17, 2020. Subsequent to those closures, we also believe that there are opportunities for modest sales growth for Lanier Appareltemporarily closed all our retail locations in the future through new product programs for existing and new customers.

Australia.

We believe we must continuehave adequate liquidity and the financial discipline to invest in our lifestyle brands to take advantage of their long-term growth opportunities. Investments include capital expenditures primarilyaddress the near-term challenges related to the directCOVID-19 outbreak. While the disruption is currently expected to consumerbe temporary, there is significant uncertainty around its duration. As a result, we have taken a number of actions to mitigate the impact of this pandemic on our business and operations such as technology enhancements, e-commerce initiatives, full-priceincluding: in addition to the retail store and restaurant build-out for newclosures, we are furloughing a significant number of our employees; certain of our salaried employees, including our Chief Executive Officer and relocated locations as well as remodels,Chief Financial Officer, are taking reductions in their base salary; we have drawn down $200 million from our U.S. Revolving Credit Agreement to increase our cash position and distribution centerpreserve financial flexibility; our Board of Directors reduced the rate of our dividend payable in the first quarter of Fiscal 2020; we are working with suppliers to cancel, delay or suspend future product deliveries; we are working with our wholesale customers to identify suitable changes to our business arrangements; and administrative office expansion initiatives. Additionally, while we anticipate increased employment, advertisingare, in many cases, suspending or deferring capital expenditures.

We have established management committees, reporting to the Chief Executive Officer on an ongoing basis, to continue to monitor the COVID-19 outbreak and other costs in key functionsits impact and are taking the necessary precautionary measures to supportprotect the ongoinghealth and safety of our employees. Given the dynamic nature of these circumstances, and the uncertain duration and severity of business operationsdisruption and fuel future sales growth, we remain focusedits impact on appropriately managingdiscretionary consumer spending, the financial impact of the COVID-19 outbreak cannot be reasonably estimated at this time but will significantly impact our operating expenses.


In the midst of the challenges in our industry, an important focus for usresults, cash flows and financial position in Fiscal 2017 is advancing various initiatives to increase the profitability of the Tommy Bahama business. These initiatives generally focus on increasing gross margin2020.

For additional information about our business and operating margin through efforts such as: product cost reductions; selective price increases; reducing inventory purchases; more rapidly clearing excess inventory; redefining our approach to inventory clearance; effectively managing controllable and discretionary operating expenses; taking a more conservative approach to full-price retail store and outlet openings and renewals; and continuing our efforts to reduce Asia-Pacific operating losses.


We continue to believe it is important to maintain a strong balance sheet and liquidity. We believe positive cash flow from operations in the future coupled with the strengtheach of our balance sheet and liquidity will provide us with sufficient resources to fund future investmentsoperating groups, see Part I, Item 1. Business included in our owned lifestyle brands. While we believe we have significant opportunities to appropriately deploy our capital and resources in our existing lifestyle brands, we will continue to evaluate opportunities to add additional lifestyle brands to our portfolio if we identify appropriate targets which meet our investment criteria.
this report. Important factors relating to certain risks many of which are beyond our ability to control or predict, which could impact our business, including those resulting from the COVID-19 outbreak, are described in Part I, Item 1A. Risk Factors of this report.


47


Key Operating Results

The following table sets forth our consolidated operating results from continuing operations (in thousands, except per share amounts) for Fiscal 20162019 compared to Fiscal 2015:

 Fiscal 2016Fiscal 2015
Net sales$1,022,588
$969,290
Operating income$89,884
$97,514
Net earnings from continuing operations$54,499
$58,537
Net earnings from continuing operations per diluted share$3.27
$3.54
2018:

    

Fiscal 2019

    

Fiscal 2018

Net sales

$

1,122,790

$

1,107,466

Operating income

$

93,675

$

90,592

Net earnings

$

68,493

$

66,291

Net earnings per diluted share

$

4.05

$

3.94

Weighted average shares outstanding - diluted

 

16,914

 

16,842

The primary reasons for the lowerhigher net earnings from continuing operations per diluted share in Fiscal 2016 were the lower2019 was primarily due to higher operating income in Tommy Bahama and increased interest expense partially offset by higher income in Lilly Pulitzer, the improved operating results in Corporate and Other and lower interest expense partially offset by lower operating income in Lanier Apparel and a lowerhigher effective tax rate.


Southern Tide Acquisition

On April 19, 2016, we acquired Southern Tide, LLC, which owns the Southern Tide lifestyle apparel brand. Southern Tide carries an extensive selection of men’s shirts, pants, shorts, outerwear, ties, swimwear, footwear and accessories,rate, each as well as a women’s collection. The brand’s products are sold through its wholesale operations to specialty stores, department stores and Southern Tide Signature Stores as well as through its direct to consumer operations on the Southern Tide website. The purchase price for the acquisition was $85 million in cash, subject to adjustment based on net working capital as of the closing date for the acquisition. We used borrowings under our revolving credit facility to finance the transaction. For additional information about the Southern Tide acquisition, refer to Part I, Item 1. Business and Note 2 to our consolidated financial statements, both included in this report.

discussed below.

OPERATING GROUPS

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'sbrand’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'smen’s tailored clothing, sportswear and other products. Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, the elimination of inter-segment sales LIFO inventory accounting adjustments,and any other costsitems that are not allocated to the operating groups including LIFO inventory accounting adjustments. Because our LIFO inventory pool does not correspond to our operating group definitions, LIFO inventory accounting adjustments are not allocated to the operating groups. Corporate and Other also includes the operations of our other businesses which are not included in our operating groups, including the operations of TBBC and our Lyons, Georgia distribution center operations. Our LIFO inventory pool does not correspond to our operating group definitions; therefore, LIFO inventory accounting adjustments are not allocated to our operating groups.

center.

For additional information about each of our operating groups, see Part I, Item 1. Business and Note 2 to our consolidated financial statements, both included in this report.

COMPARABLE STORE SALES

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



For purposes of our disclosures, we consider a comparable store to be, in addition to oursales consists of sales through e-commerce sites aand any physical full-price retail store that was owned and open as of the beginning of the prior fiscal year and which did not have during

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the relevant periods, and is not within the current fiscal year scheduled to have, (1) a remodel resultingor other event which would result in the store being closeda 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 wasis significantly different from the prior retail space, or (4) a closing or opening of a Tommy Bahama restaurant adjacent to the full-price retail store.space. For those stores which are excluded from comparable stores based on the preceding sentence, the stores continue to be excluded from comparable store sales until the criteria for a new store is met subsequent to the remodel, relocation, or restaurant closing or opening.other event. A retail store that is remodeled will generally will continue to be included in our comparable store sales metrics as a store is not typically closed for longer than a two weektwo-week period during a remodel; however, in some cases a store may be closed for more than two weeks during a remodel. Aretail store that is relocated generally will not be included in our comparable store sales metrics until that store has been open in the relocated space for the entirety of the prior fiscal year asbecause the size or other characteristics of the store typically change significantly from the prior location. Additionally, anyAny stores that were closed during the prior fiscal year or current fiscal year, or which we planexpect to close or vacate in the current fiscal year, as well as any pop-up or temporary store locations, are excluded from the definition ofour comparable store sales.

sales metrics.

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



companies

STORE COUNT

The table below provides store count information for Tommy Bahama, Lilly Pulitzer and Southern Tide as of the dates specified. The table includes our permanent stores and excludes any pop-up or temporary store locations, which have initial lease terms of less than 12 months.

February 1,

February 2,

February 3,

January 28,

    

2020

    

2019

    

2018

    

2017

Tommy Bahama retail stores

 

111

 

113

 

110

 

111

Tommy Bahama retail-restaurant locations

 

16

 

17

 

18

 

17

Tommy Bahama outlets

 

35

 

37

 

38

 

40

Total Tommy Bahama locations

 

162

 

167

 

166

 

168

Lilly Pulitzer retail stores

 

61

 

62

 

57

 

40

Southern Tide retail stores

1

Total Oxford locations

 

224

 

229

 

223

 

208

RESULTS OF OPERATIONS

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

 Fiscal 2016Fiscal 2015Fiscal 2014
Net sales$1,022,588
100.0%$969,290
100.0%$920,325
100.0%
Cost of goods sold439,814
43.0%411,185
42.4%402,376
43.7%
Gross profit582,774
57.0%558,105
57.6%517,949
56.3%
SG&A507,070
49.6%475,031
49.0%439,069
47.7%
Royalties and other operating income14,180
1.4%14,440
1.5%13,939
1.5%
Operating income89,884
8.8%97,514
10.1%92,819
10.1%
Interest expense, net3,421
0.3%2,458
0.3%3,236
0.4%
Earnings from continuing operations before income taxes86,463
8.5%95,056
9.8%89,583
9.7%
Income taxes31,964
3.1%36,519
3.8%35,786
3.9%
Net earnings from continuing operations$54,499
5.3%$58,537
6.0%$53,797
5.8%
Loss from discontinued operations, net of taxes(2,038)NM
(27,975)NM
(8,039)NM
Net earnings$52,461
NM
$30,562
NM
$45,758
NM
Weighted average shares outstanding - diluted16,649
 16,559
 16,471
 
Unless otherwise indicated, all references to assets, liabilities, revenues, expenses and other information in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group which we sold in Fiscal 2015. Refer to Note 13 in our consolidated financial statements included in this report for additional information about discontinued operations.

FISCAL 2016 COMPARED TO FISCAL 2015

The discussion and tables below compare certain Individual line items included in our statements of operations for Fiscal 2016 to Fiscal 2015. Each dollar and percentage change provided reflects the change between these periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. Individual line


items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.


49

Net Sales

Table of Contents

 Fiscal 2016Fiscal 2015$ Change% Change
Tommy Bahama$658,911
$658,467
$444
0.1 %
Lilly Pulitzer233,294
204,626
28,668
14.0 %
Lanier Apparel100,753
105,106
(4,353)(4.1)%
Southern Tide27,432

27,432
NM
Corporate and Other2,198
1,091
1,107
NM
Total$1,022,588
$969,290
$53,298
5.5 %
Consolidated net sales increased $53.3 million, or 5.5%, in Fiscal 2016 compared to Fiscal 2015. The increase in consolidated net sales was primarily driven by (1) the $27.4 million of net sales of Southern Tide, which was acquired on April 19, 2016, (2) an incremental net sales increase of $20.2 million associated with the operation of additional full-price retail stores in Tommy Bahama and Lilly Pulitzer, (3) a $7.0 million net increase in direct to consumer clearance sales reflecting an increase in e-commerce flash clearance sales at Lilly Pulitzer and decreases in outlet store sales at Tommy Bahama and (4) a $5.4 million increase in restaurant sales in Tommy Bahama. These sales increases were partially offset by a $6.5 million, or 2%, decrease in comparable store sales to $404.1 million in Fiscal 2016 from $410.6 million in Fiscal 2015 reflecting a decrease in comparable store sales at Tommy Bahama of 3% and an increase in comparable store sales at Lilly Pulitzer of 2%. We believe that certain macroeconomic factors, including lower retail store traffic, the evolving impact of digital technology on consumer shopping habits and the 2016 election cycle, impacted the sales in each of our direct to consumer and wholesale businesses in Fiscal 2016. The changes in net sales by operating group are discussed below.

    

Fiscal 2019

    

Fiscal 2018

    

Fiscal 2017

 

Net sales

    

$

1,122,790

    

100.0

%  

$

1,107,466

    

100.0

%  

$

1,086,211

    

100.0

%

Cost of goods sold

 

477,823

 

42.6

%  

 

470,342

 

42.5

%  

 

473,579

 

43.6

%

Gross profit

 

644,967

 

57.4

%  

 

637,124

 

57.5

%  

 

612,632

 

56.4

%

SG&A

 

566,149

 

50.4

%  

 

560,508

 

50.6

%  

 

540,517

 

49.8

%

Royalties and other operating income

 

14,857

 

1.3

%  

 

13,976

 

1.3

%  

 

13,885

 

1.3

%

Operating income

 

93,675

 

8.3

%  

 

90,592

 

8.2

%  

 

86,000

 

7.9

%

Interest expense, net

 

1,245

 

0.1

%  

 

2,283

 

0.2

%  

 

3,109

 

0.3

%

Earnings from continuing operations before income taxes

 

92,430

 

8.2

%  

 

88,309

 

8.0

%  

 

82,891

 

7.6

%

Income taxes

 

23,937

 

2.1

%  

 

22,018

 

2.0

%  

 

18,190

 

1.7

%

Net earnings from continuing operations

$

68,493

 

6.1

%  

$

66,291

 

6.0

%  

$

64,701

 

6.0

%

Income from discontinued operations, net of taxes

 

 

NM

 

 

NM

 

389

 

NM

Net earnings

$

68,493

 

NM

$

66,291

 

NM

$

65,090

 

NM

Weighted average shares outstanding - diluted

 

16,914

 

16,842

 

  

 

16,734

 

  

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

 Fiscal 2016Fiscal 2015
Full-price retail stores and outlets41%42%
E-commerce18%17%
Restaurant7%7%
Wholesale34%34%
Total100%100%

Tommy Bahama:

    

Fiscal 2019

    

Fiscal 2018

    

Fiscal 2017

 

Retail

 

39

%  

40

%  

39

%

E-commerce

 

23

%  

21

%  

19

%

Restaurant

 

8

%  

8

%  

8

%

Wholesale

 

30

%  

31

%  

34

%

Total

 

100

%  

100

%  

100

%

All references to assets, liabilities, revenues, expenses and other information in this report reflect continuing operations and exclude any amounts related to discontinued operations, except that any cash flow information includes continuing operations and discontinued operations as cash flows from discontinued operations have not been segregated from cash flow from continuing operations. Refer to Note 1 in our consolidated financial statements included in this report for additional information about discontinued operations.

FISCAL 2019 COMPARED TO FISCAL 2018

The Tommy Bahamadiscussion and tables below compare certain line items included in our statements of operations for Fiscal 2019 to Fiscal 2018. 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.

Net Sales

Fiscal 2019

Fiscal 2018

$ Change

% Change

Tommy Bahama

$

676,652

$

675,358

$

1,294

 

0.2

%

Lilly Pulitzer

 

284,700

 

272,299

 

12,401

 

4.6

%

Lanier Apparel

 

97,251

 

100,471

 

(3,220)

 

(3.2)

%

Southern Tide

 

46,409

 

45,248

 

1,161

 

2.6

%

Corporate and Other

 

17,778

 

14,090

 

3,688

 

26.2

%

Consolidated net sales

$

1,122,790

$

1,107,466

$

15,324

 

1.4

%

Consolidated net sales increase of $0.4increased $15 million, or 0.1%1%, in Fiscal 2019. The increase in consolidated net sales was primarily driven by (1) a $19 million, or 4%, comparable sales increase to $539 million in Fiscal 2019 from $520 million

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in Fiscal 2018, with strong comparable sales increases in both Tommy Bahama and Lilly Pulitzer and a double-digit comparable sales increase in our smaller brands, and (2) an incremental net sales increase of $12.4$6 million associated with the operation of additional full-pricenon-comp retail storesstore operations in Lilly Pulitzer. These increases in net sales were partially offset by (1) a $9 million decrease in wholesale sales due to decreases at Tommy Bahama and Lanier Apparel and (2) a $5.4$1 million decrease in restaurant sales in Tommy Bahama. The changes in net sales by operating group are discussed below.

Tommy Bahama:

Tommy Bahama net sales increased $1 million in Fiscal 2019 due to a $10 million, or 3%, increase in comparable sales to $369 million in Fiscal 2019 compared to $359 million in Fiscal 2018. This increase was partially offset by (1) a $6 million decrease in wholesale sales primarily reflecting decreased full-price wholesale sales, (2) a $2 million decrease in outlet store sales due to lower sales at existing outlet stores and the net sales impact of outlet store closures, and (3) a $1 million decrease in restaurant sales primarily resulting fromdue to the net impact of a full year of operations ofcertain restaurant closures, remodels and openings since the Waikiki restaurant in Fiscal 2016 and a modest increase at restaurants open for the full yearbeginning of Fiscal 2016 and Fiscal 2015. These sales increases were offset by (1) a $8.8 million, or 3%, decrease in comparable store sales to $302.5 million in Fiscal 2016 from $311.3 million in Fiscal 2015, (2) a $3.6 million decrease in net sales through our off-price direct to consumer clearance channels, primarily reflecting a decrease in sales in existing outlet stores, and (3) a $5.2 million decrease in wholesale sales. The decreases in the direct to consumer channels were primarily due to lower traffic in both our full-price retail stores and outlet stores. The decrease in wholesale sales reflects lower full-price wholesale sales reflecting the challenging environment of our wholesale department store and specialty store accounts.


As of January 28, 2017, we operated 168 Tommy Bahama stores globally, consisting of 111 full-price retail stores, 17 retail-restaurant locations and 40 outlet stores. As of January 30, 2016, we operated 164 Tommy Bahama stores consisting of 107 full-price retail stores, 16 retail-restaurant locations and 41 outlet stores.2018. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:


 Fiscal 2016Fiscal 2015
Full-price retail stores and outlets50%50%
E-commerce16%15%
Restaurant11%11%
Wholesale23%24%
Total100%100%

    

Fiscal 2019

    

Fiscal 2018

 

Retail

 

48

%  

48

%

E-commerce

 

20

%  

18

%

Restaurant

 

12

%  

13

%

Wholesale

 

20

%  

21

%

Total

 

100

%  

100

%

Lilly Pulitzer:

The Lilly Pulitzer net sales increase of $28.7$12 million, or 14.0%5%, in Fiscal 2019 was primarily athe result of (1) an incremental net sales increase of $11.2$6 million associated with the operation of additionalnon-comp retail store operations, including stores that were opened, closed or remodeled during Fiscal 2019 and Fiscal 2018 as well as pop-up store locations, and increased gift card breakage income, (2) a $3 million, or 2%, increase in comparable sales to $148 million in Fiscal 2019 from $145 million in Fiscal 2018, including positive comparable sales for full-price e-commerce and negative comparable sales for retail stores, (2)(3) a $10.7$2 million increase in e-commerce flash clearance sales (3) an $8.2and (4) a $1 million increase in wholesale sales primarily resulting fromreflecting increased orders from existingoff-price wholesale customerssales and (4) a $2.2 million, or 2%, increase in comparable store sales to $101.5 million in Fiscal 2016 compared to $99.3 million in Fiscal 2015. These sales increases were partially offset by a net $3.8 million decrease in warehouse sales as Lilly Pulitzer did not anniversary its June warehouse sale in 2016. As of January 28, 2017, we operated 40 Lilly Pulitzerlower full-price retail stores, after opening six new stores, acquiring one former Signature Store and closing one store during Fiscal 2016, compared to 34 full-price retail stores as of January 30, 2016.wholesale sales. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:

 Fiscal 2016Fiscal 2015
Full-price retail stores and warehouse sales36%38%
E-commerce32%30%
Wholesale32%32%
Total100%100%

    

Fiscal 2019

    

Fiscal 2018

 

Retail

 

41

%  

42

%

E-commerce

 

38

%  

36

%

Wholesale

 

21

%  

22

%

Total

 

100

%  

100

%

Lanier Apparel:

The decrease inLanier Apparel net sales for Lanier Appareldecrease of $4.4$3 million, or 4.1%3%, in Fiscal 2019 was primarily due to (1) decreased sales in various programs, including lower volume in certain programs and the exit of certain other programs and customers, including those who filed for bankruptcy in Fiscal 2018, (2) decreased sales of $6.5 millionfor certain programs that had initial shipments in Fiscal 2018 that did not repeat at the same levels and (3) increased anticipated returns in the tailored clothing businessfuture for certain replenishment programs, which will transition to new replenishment programs with the wholesale account. These decreases were partially offset by increased volume in other seasonal, in-stock and replenishment programs, including initial shipments for new programs in Fiscal 2019. While the Cole Haan and Duck Head businesses both had significant sales growth rates in Fiscal 2019, those business still represent a $2.0small proportion of Lanier Apparel’s net sales.

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Southern Tide:

The Southern Tide net sales increase of $1 million, increaseor 3%, in the sportswear business. The decreased sales in the tailored clothing businessFiscal 2019 was primarily due to lower sales in certain programs including reductions in volume, shifts of timing and exits from various programs. These reductions in volume were partially offset by initial shipments and volume increases in other programs. The increasedhigher sales in the sportswear businesse-commerce channel of distribution. Wholesale sales were primarily due togenerally flat as increased volumesfull-price wholesale sales driven by higher department store sales were offset by lower off-price wholesale sales. Southern Tide opened its first owned retail store in private label sportswear programs.


Southern Tide:

November 2019 resulting in a minimal amount of owned retail store sales in Fiscal 2019. The following table presents the proportion of net sales of Southern Tide reflect the sales ofby distribution channel for Southern Tide for theeach period from the date of acquisition on April 19, 2016 through January 28, 2017. During the period from April 19, 2016 through January 28, 2017, 77% of Southern Tide's net sales were wholesale sales with the remainder of the sales consisting of e-commerce sales. We estimate that net sales in Fiscal 2017 will be in excess of $40 million, with about 75% to 80% of the sales consisting of wholesale sales and the remainder consisting of e-commerce sales on the Southern Tide website.

presented:

    

Fiscal

 

    

Fiscal 2019

    

Fiscal 2018

 

E-commerce

 

21

%  

18

%

Wholesale

 

79

%  

82

%

Total

 

100

%  

100

%

Corporate and Other:

Corporate and Other net sales primarily consist of the net sales of TBBC, which includes e-commerce and wholesale operations, and our Lyons, Georgia distribution center operations. The increase in net sales was due to third party warehouse customers as well assales growth in TBBC partially offset by lower sales at the impact of the elimination of intercompany sales between our operating groups. Net sales in Fiscal 2015 included the unfavorable impact of the elimination of intercompany sales between our operating groups with no meaningful impact of intercompany sales between our operating groups in Fiscal 2016.

Lyons, Georgia distribution center.

Gross Profit

The table below presents gross profit by operating group and in total for Fiscal 20162019 and Fiscal 20152018, as well as the change between those two periods. Our gross profit and gross margin, which is calculated as gross profit divided by net sales, may not be directly comparable to those of our competitors, as the statement of operations classification of certain expenses may vary by company.



 Fiscal 2016Fiscal 2015$ Change% Change
Tommy Bahama$386,650
$393,221
$(6,571)(1.7)%
Lilly Pulitzer148,345
132,791
15,554
11.7 %
Lanier Apparel29,490
30,460
(970)(3.2)%
Southern Tide10,912

10,912
NM
Corporate and Other7,377
1,633
5,744
NM
Total gross profit$582,774
$558,105
$24,669
4.4 %
LIFO (credit) charge included in Corporate and Other$(5,884)$254
 
 
Inventory step-up charge included in Southern Tide$2,667
$
  
The increase in consolidated gross profit was primarily due to higher net sales, as discussed above, and the net favorable impact of LIFO accounting. The favorable impact of these items was partially offset by the unfavorable impact of the inventory step-up charge included in Southern Tide and lower gross margins in Tommy Bahama and Lilly Pulitzer, both as discussed below.

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Tommy Bahama

$

413,200

$

413,455

$

(255)

 

(0.1)

%

Lilly Pulitzer

 

174,573

 

165,486

 

9,087

 

5.5

%

Lanier Apparel

 

26,273

 

28,844

 

(2,571)

 

(8.9)

%

Southern Tide

 

22,786

 

22,572

 

214

 

0.9

%

Corporate and Other

 

8,135

 

6,767

 

1,368

 

20.2

%

Consolidated gross profit

$

644,967

$

637,124

$

7,843

 

1.2

%

LIFO adjustments in Corporate and Other

$

1,454

$

773

 

  

 

  

Tommy Bahama Japan inventory markdown charges

$

159

$

461

Inventory step-up charges in Corporate and Other

$

$

157

The table below presents gross margin by operating group andan in total for Fiscal 20162019 and Fiscal 2015.

 Fiscal 2016Fiscal 2015
Tommy Bahama58.7%59.7%
Lilly Pulitzer63.6%64.9%
Lanier Apparel29.3%29.0%
Southern Tide39.8%NM
Corporate and OtherNM
NM
Consolidated gross margin57.0%57.6%

On a2018.

    

Fiscal 2019

    

Fiscal 2018

 

Tommy Bahama

 

61.1

%  

61.2

%

Lilly Pulitzer

 

61.3

%  

60.8

%

Lanier Apparel

 

27.0

%  

28.7

%

Southern Tide

 

49.1

%  

49.9

%

Corporate and Other

 

NM

 

NM

Consolidated gross margin

 

57.4

%  

57.5

%

The increase in consolidated basis,gross profit in Fiscal 2019 was primarily due to increased sales with comparable gross margin. The comparable gross margin decreased in Fiscal 2016, primarily as a resultincludes the impact of lower gross marginsmargin in Tommy Bahama, Lanier Apparel and Southern Tide offset by higher gross margin in Lilly Pulitzer. Also, the incremental tariffs on products sourced from China had an unfavorable impact on gross profit of $2 million in Fiscal 2019, with the substantial majority

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of that amount in Tommy Bahama and Lilly Pulitzer, partially offsetPulitzer. The changes in gross margin by the net favorable impact of LIFO accounting


operating group are discussed below.

Tommy Bahama:


The modest decrease in Tommy Bahama's gross margin in Fiscal 2016for Tommy Bahama was primarily due to $5 million(1) Fiscal 2018 including the favorable outcome of inventory markdowns ina duty assessment assertion, (2) the Fourth Quarter of Fiscal 2016 for certain women's, home and other products as well as lowerunfavorable gross margin impact of the incremental tariffs on products sourced from China in bothFiscal 2019 and (3) the impact of an increasing proportion of Tommy Bahama direct to consumer and wholesale businesses. The inventory markdowns primarily resulted from a change in Tommy Bahama's approach to inventory clearance; starting in January 2017, Tommy Bahama intends to aggressively clear prior season inventory by taking initial markdowns on certain product categories in its full-price retail stores and then clearing any remaining inventory through both its outlet stores and third party off-price retailers and by operating the outlet stores with lower inventory levels and with better merchandised assortments.


The lower gross margins in the direct to consumer channel primarily reflects lower gross margins in outlet store and e-commerce flash clearance sales which were primarily due to our efforts to drive traffic in our outlet stores, reduce inventory levels and dispose of prior season inventoryoccurring during Fiscal 2016. The higher discounting in our off-price direct to consumer channel was focused on women's, home and other products as well as footwear, which we have transitioned to a third party licensee. Full-price retail store and e-commerce gross margins were also lower primarily due to a greater proportion of sales in Fiscal 2016 occurring in connection with ourperiodic loyalty award card, Flip-SideFlip Side and Friends &and Family marketing events, which typically have lower gross margins than sales during non-promotional periods, and the impact of Tommy Bahama discounting certain end-of-season women, home and other product in store and on-line beginning in January 2017. The decrease in gross margin in the wholesale distribution channel was primarily due toevents. These unfavorable items were partially offset by (1) a change in sales mix withas full-price and off-price wholesale sales and outlet stores were a lower proportion of net sales for Tommy Bahama in Fiscal 2019 and (2) improved initial margins reflecting progress in our initiatives to selectively increase prices and reduce product costs.

Lilly Pulitzer:

The increase in gross margin for Lilly Pulitzer reflects (1) improved gross margin on the e-commerce flash clearance sales resulting from lower markdowns on the product sold and lower freight costs, (2) a change in sales mix as full-price e-commerce sales represented a greater proportion of net sales and (3) the impact of higher gift card breakage income. These favorable items were partially offset by (1) lower gross margin in the Lilly Pulitzer wholesale business primarily due to off-price wholesale sales representing a greater proportion of Tommy Bahama's wholesale sales and lower gross margin on wholesale sales and (2) the unfavorable gross margin impact of the incremental tariffs on products sourced from China in Fiscal 2016.



Lilly Pulitzer:


2019.

Lanier Apparel:

The decrease in gross margin for Lilly Pulitzer in Fiscal 2016 was primarily driven by the change in sales mix as e-commerce flash clearance sales represented a greater proportion of sales during Fiscal 2016 and in-store markdowns were more significant in Fiscal 2016.

Lanier Apparel:

The increase in gross margin for Lanier Apparel was primarily due to the net favorable impact of in-stock program allowances andincreased inventory markdowns in Fiscal 20162019 in the Lanier Apparel tailored clothing business as compared to Fiscal 2015.

Southern Tide:

The gross profit of Southern Tide for Fiscal 2016 includeswell as in the gross profit of Southern Tide for the period from the date of acquisition on April 19, 2016 through January 28, 2017,Lanier Apparel sportswear business, which was impactedprimarily due to our decision to exit certain unprofitable customers and channels of wholesale distribution in Fiscal 2020. These markdowns were partially offset by $2.7 milliona change in sales mix as sales of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition. Therefore, we do not consider the gross profit orlicensed branded products, which typically have a higher gross margin for this period to be indicativerepresented a greater proportion of expected gross profit, or gross margin, for future periods. All amounts related to the step-up of inventory were recognized duringnet sales in Fiscal 2016, thus2019.

Southern Tide:

The decrease in gross margin for Southern Tide is expectedwas primarily due to be higherthe prior year including an insurance recovery on certain inventory. This was partially offset by a favorable change in future periods.


sales mix as direct to consumer sales represented a greater proportion of net sales.

Corporate and Other:


The gross profit in Corporate and Other primarily reflects (1) the gross profit of TBBC, (2) the gross profit of our Lyons, Georgia distribution center and (3) the impact of LIFO accounting adjustments. The increased gross profit primarily reflects the impact of higher net sales in TBBC partially offset by the unfavorable impact of LIFO accounting, which was a charge of $1 million in Fiscal 2019 compared to a charge of $1 million in Fiscal 2018. The LIFO accounting impact in Corporate and Other in each period primarily reflects (1) a charge in Corporate and Other when inventory that had been marked down to the gross profit of our Lyons, Georgia distribution center operations,estimated net realizable value in an operating group in a prior period is ultimately sold or (2) the impact of LIFO accounting adjustments and (3) the impact of certain consolidating adjustments, including the elimination of intercompany sales between our operating groups. The primary driver for the higher gross profit was that Fiscal 2016 was favorably impacted by a LIFO accounting credit of $5.9 million with no significant impact from LIFO accounting in Fiscal 2015. The LIFO accounting credit in Fiscal 2016 was primarily dueCorporate and Other when inventory that has been marked down to the LIFO accounting reversalestimated net realizable value in an operating group in the current period but has not been sold as of the significant inventory markdowns recognized in Tommy Bahama during Fiscal 2016.period end.

53

SG&A

Table of Contents

 Fiscal 2016Fiscal 2015$ Change% Change
SG&A$507,070
$475,031
$32,039
6.7%
SG&A (as a % of net sales)49.6%49.0% 
 
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition$1,491
$1,521
  
Amortization of intangible assets included in Southern Tide$263
$
  
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other$762
$
  
Distribution center integration charges$454
$
  

SG&A

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

SG&A

$

566,149

$

560,508

$

5,641

 

1.0

%

SG&A (as a % of net sales)

 

50.4

%  

 

50.6

%  

 

  

 

  

Amortization of Tommy Bahama Canada intangible assets

$

$

1,387

Amortization of Lilly Pulitzer Signature Store intangible assets

$

320

$

378

Amortization of Southern Tide intangible assets

$

292

$

288

Tommy Bahama Japan SG&A charges

$

2,795

$

3,206

TBBC change in fair value of contingent consideration

$

431

$

970

 

  

 

  

The increase in SG&A in Fiscal 2019 was primarily due to (1) $16.9increases in SG&A to support the businesses, including increased salaries, wages, employee benefits, variable costs and other operating expenses in our ongoing operations, and (2) $1 million of incremental costs in Fiscal 2016SG&A associated with the cost of operating additional Tommy Bahama full-price retail stores and restaurants and Lilly Pulitzer full-price retail stores, (2) $11.4 million of SG&A associated with Southern Tide, including amortization of intangible assets and distribution center integration costs, (3) an increase in brand advertising, marketing and other expenses in Tommy Bahama and Lilly Pulitzer to increase brand awareness and provide support for the brands, (4) increased depreciation expense of $2.2 million related to e-commerce operations and inventory/order management systems in Tommy Bahama and Lilly Pulitzer that were implemented in the First Quarter of Fiscal 2016, (5) asset impairment charges of $1.9 million primarily related to three outlet store closings and certain information technology assets, (6) an increase in severance expenses of $1.5 million and (6) $0.8 million of transaction expenses associated with the Southern Tide acquisition, which are included in Corporate and Other.restaurants. These SG&A increases were partially offset by $8.0(1) a $6 million of lowerreduction in incentive compensation with decreasesexpense, (2) a $4 million decrease in each operating group as well as Corporateadvertising expense, and Other.


SG&A included(3) a $1 million decrease in amortization of intangible assets of $2.2 million in Fiscal 2016 and $2.0 million in Fiscal 2015 with the increase primarily due to amortization related to the Southern TideTommy Bahama Canada intangible assets. We anticipate that amortization of intangible assets for Fiscal 2017 will be approximately $2.2 million.

Royalties and other operating income



 Fiscal 2016Fiscal 2015$ Change% Change
Royalties and other operating income$14,180
$14,440
$(260)(1.8)%

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Royalties and other operating income

$

14,857

$

13,976

$

881

 

6.3

%

Royalties and other operating income in Fiscal 2016 primarily reflects income received from third parties from the licensing of our Tommy Bahama, Lilly Pulitzer and Southern Tide brands. The decrease in royalty income for Fiscal 2016 reflects a decrease in royalty income from Lilly Pulitzer which was partially offset by an increase in royalty income from Tommy Bahama and the royalty income associated with the Southern Tide business.


Operating income (loss)
 Fiscal 2016Fiscal 2015$ Change% Change
Tommy Bahama$44,101
$65,993
$(21,892)(33.2)%
Lilly Pulitzer51,995
42,525
9,470
22.3 %
Lanier Apparel6,955
7,700
(745)(9.7)%
Southern Tide(282)
(282)NM
Corporate and Other(12,885)(18,704)5,819
31.1 %
Total operating income$89,884
$97,514
$(7,630)(7.8)%
LIFO (credit) charge included in Corporate and Other$(5,884)$254
 
 
Inventory step-up charge included in Southern Tide$2,667
$
  
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition$1,491
$1,521
  
Amortization of intangible assets included in Southern Tide$263
$
 
 
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other$762
$
  
Distribution center integration charges$454
$
  
The decrease in operating income in Fiscal 2016 as compared to Fiscal 2015 was primarily due to the lower operating income in Tommy Bahama, including $7.1 million of inventory markdown, severance and store closing charges incurred in the Fourth Quarter of Fiscal 2016, and Lanier Apparel and the operating loss in Southern Tide. These items were partially offset by higher income in Lilly Pulitzer and improved operating results in Corporate and Other. Changes in operating income (loss) by operating group are discussed below.
Tommy Bahama:
 Fiscal 2016Fiscal 2015$ Change% Change
Net sales$658,911
$658,467
$444
0.1 %
Gross margin58.7%59.7% 
 
Operating income$44,101
$65,993
$(21,892)(33.2)%
Operating income as % of net sales6.7%10.0% 
 
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition$1,491
$1,521
  
The lower operating results for Tommy Bahama were primarily due to the lower gross margin, as discussed above, and higher SG&A in Fiscal 2016. The higher SG&A for Fiscal 2016 includes (1) $11.8 million of incremental SG&A associated with operating additional full-price retail stores and restaurants, (2) an increase in brand advertising, marketing and other expenses in Tommy Bahama to increase brand awareness and provide support for the brand, (3) $1.3 million of increased severance costs, (4) increased depreciation expense of $1.9 million related to e-commerce operations, which were primarily related to website upgrades implemented in the First Quarter of Fiscal 2016, and the Tommy Bahama office in Seattle, Washington, and (5) asset impairment charges of $0.9 million primarily related to outlet store closures. These SG&A increases were partially offset by $0.7 million of lower incentive compensation. Included in the gross margin impact and SG&A items above, we incurred charges of $7.1 million in the Fourth Quarter of Fiscal 2016 consisting of $4.7 million of inventory markdowns, $0.9 million of severance charges and $1.6 million of charges related to outlet store closings which are anticipated to improve future operating results.



Lilly Pulitzer:
 Fiscal 2016Fiscal 2015$ Change% Change
Net sales$233,294
$204,626
$28,668
14.0%
Gross margin63.6%64.9% 
 
Operating income$51,995
$42,525
$9,470
22.3%
Operating income as % of net sales22.3%20.8% 
 

The increase in operating income in Lilly Pulitzer was primarily due to the higher net sales partially offset by the impact of the lower gross margin and higher SG&A. SG&A increased primarily due to (1) $5.2 million of incremental SG&A associated with operating additional Lilly Pulitzer full-price retail stores, (2) an increase in brand advertising, marketing and other expenses in Lilly Pulitzer to increase brand awareness and provide support for the brand, (3) increased depreciation expense of $1.1 million related to inventory/order management system upgrades implemented in the First Quarter of Fiscal 2016, and (4) other increases in SG&A, including additional employee headcount to support the growing business. These increases in SG&A were partially offset by a $5.4 million reduction in incentive compensation during Fiscal 2016, primarily resulting from the retirement of the former co-chief executive officers from the business in the First Quarter of Fiscal 2016.
Lanier Apparel:
 Fiscal 2016Fiscal 2015$ Change% Change
Net sales$100,753
$105,106
$(4,353)(4.1)%
Gross margin29.3%29.0% 
 
Operating income$6,955
$7,700
$(745)(9.7)%
Operating income as % of net sales6.9%7.3% 
 
The decrease in operating income for Lanier Apparel was primarily due to lower sales partially offset by improved gross margin and lower SG&A, resulting from lower incentive compensation.

Southern Tide:
 Fiscal 2016Fiscal 2015$ Change% Change
Net sales$27,432
$
$27,432
NM
Gross margin39.8 %NA
 
 
Operating loss$(282)$
$(282)NM
Operating loss as % of net sales(1.0)%NA
  
Inventory step-up charge included in Southern Tide$2,667
$
  
Amortization of intangible assets included in Southern Tide$263
$
  
Distribution center integration charges$454
$
  

The net sales, gross margin and operating loss of Southern Tide reflect the results of Southern Tide for the period from the date of acquisition on April 19, 2016 through January 28, 2017. We do not consider the results for this period to be indicative of expected results on an annual basis or for future periods. During Fiscal 2016, the operating results of Southern Tide were impacted by the $2.7 million of incremental cost of goods sold related to the step-up of inventory at acquisition, recognized in cost of goods sold as the acquired inventory was sold, $0.3 million of amortization of intangible assets and the $0.5 million of distribution center integration charges recognized during the Second Quarter of Fiscal 2016.

Corporate and Other:
 Fiscal 2016Fiscal 2015$ Change% Change
Net sales$2,198
$1,091
$1,107
NM
Operating loss$(12,885)$(18,704)$5,819
31.1%
LIFO (credit) charge included in Corporate and Other$(5,884)$254
 
 
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other$762
$
  


The improved operating results in Corporate and Other were primarily due to the net favorable impact of LIFO accounting of $6.1 million and $0.9 million of lower incentive compensation amounts in Fiscal 2016. These favorable items were partially offset by the impact of $0.8 million of transaction expenses associated with the Southern Tide acquisition in the First Quarter of Fiscal 2016 and the prior year including a $0.9 million gain on the sale of real estate.
Interest expense, net
 Fiscal 2016Fiscal 2015$ Change% Change
Interest expense, net$3,421
$2,458
$963
39.2%
Interest expense for Fiscal 2016 increased from the prior year primarily due to higher average borrowings outstanding during the year and the write off of approximately $0.3 million of deferred financing costs associated with our amendment and restatement of our revolving credit agreement. We anticipate that we will incur approximately $4 million of interest expense in Fiscal 2017 due to higher expected interest rates.

Income taxes
 Fiscal 2016Fiscal 2015$ Change% Change
Income taxes$31,964
$36,519
$(4,555)(12.5)%
Effective tax rate37.0%38.4% 
 
Income tax expense for Fiscal 2016 decreased, reflecting lower earnings and a lower effective tax rate. The lower effective tax rate in Fiscal 2016 compared to Fiscal 2015 was primarily due to (1) improved operating results in our Hong Kong-based sourcing operations and Tommy Bahama Asia-Pacific retail operations resulting in the utilization of certain foreign net operating loss carryforwards, (2) the reversal of valuation allowances in certain foreign jurisdictions based on our assessment of the facts and circumstances related to our ability to realize those net operating loss carryforwards in future periods, (3) lower domestic earnings and (4) certain favorable discrete items, including the tax benefit associated with the vesting of certain restricted stock awards. Our effective tax rate for Fiscal 2017 is expected to be approximately 39%, reflecting an expected unfavorable impact on tax expense of stock awards with a grant date fair value of $78 per share that vest in April 2017 and the absence of operating loss carryforwards we may utilize in Fiscal 2017.

Net earnings from continuing operations
 Fiscal 2016Fiscal 2015
Net earnings from continuing operations$54,499
$58,537
Net earnings from continuing operations per diluted share$3.27
$3.54
Weighted average shares outstanding - diluted16,649
16,559
The primary reasons for the lower earnings from continuing operations per diluted share in Fiscal 2016 were the lower operating income in Tommy Bahama and increased interest expense partially offset by higher income in Lilly Pulitzer, improved operating results in Corporate and Other and a lower effective tax rate.

Discontinued operations
 Fiscal 2016Fiscal 2015$ Change% Change
Loss from discontinued operations, net of taxes$(2,038)$(27,975)$25,937
NM
The loss from discontinued operations, net of taxes in Fiscal 2016 primarily reflects an additional loss related to the retained lease obligations of our discontinued operations primarily as a result of the default and failure to pay by a sub-tenant and an updated assessment of the anticipated losses considering anticipated sub-lease income to be earned, timing of obtaining a tenant, lease incentives and market rents. Fiscal 2015 reflects the loss on the sale of our former Ben Sherman business, which was sold in the Second Quarter of Fiscal 2015, as well as the operations of the discontinued operations prior to disposal and any charges related to the discontinued operations subsequent to disposal. 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 related to the amounts associated with certain retained lease obligations, which are estimated at $5.4 million as of January 28, 2017. The estimated lease liability 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 space and the ability of those sub-tenants to pay the sub-lease income or alternatively, dependent upon lease termination costs negotiated with the landlords in the future.

FISCAL 2015 COMPARED TO FISCAL 2014
The discussion and tables below compare certain line items included in our statements of operations for Fiscal 2015 and Fiscal 2014. Each dollar and percentage change provided reflects the change between these periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.
Net Sales
 Fiscal 2015Fiscal 2014$ Change% Change
Tommy Bahama$658,467
$627,498
$30,969
4.9 %
Lilly Pulitzer204,626
167,736
36,890
22.0 %
Lanier Apparel105,106
126,430
(21,324)(16.9)%
Corporate and Other1,091
(1,339)2,430
NM
Total net sales$969,290
$920,325
$48,965
5.3 %
Consolidated net sales increased $49.0 million, or 5.3%, in Fiscal 2015 compared to Fiscal 2014 reflecting changes in net sales of each operating group, as discussed below. The 5.3% increase in consolidated net sales was primarily driven by (1) a $28.8 million, or 7%, increase in comparable store sales to $418.3 million in Fiscal 2015 from $389.5 million in Fiscal 2014, (2) an incremental net sales increase of $28.4 million associated with the operation of additional full-price retail stores, (3) a $5.4 million increase in restaurant sales resulting from the operation of additional restaurants and increased sales at existing restaurants, (4) a $5.2 million net increase in outlet store, e-commerce flash clearance and warehouse sales. These increases in net sales were partially offset by an $18.9 million decrease in wholesale sales including the $21.3 million decrease in Lanier Apparel. The following table presents the proportion of our consolidated net sales by distribution channel for each period presented:
 Fiscal 2015Fiscal 2014
Full-price retail stores, outlets and warehouse sales42%40%
E-commerce, e-commerce flash clearance sales17%15%
Restaurant7%7%
Wholesale34%38%
Total100%100%

Tommy Bahama:
The Tommy Bahama net sales increase of $31.0 million, or 4.9%, was primarily driven by (1) an incremental net sales increase of $18.0 million associated with the operation of additional full-price retail stores, (2) a $7.8 million, or 3%, increase in comparable store sales to $317.8 million in Fiscal 2015 from $310.0 million in Fiscal 2014, (3) a $5.4 million increase in restaurant sales resulting from the operation of two restaurants opened in Fiscal 2014 and Fiscal 2015 as well as increased sales in existing restaurants and (4) a $2.1 million increase in outlet store and flash clearance sales, including the impact of new outlets opened in Fiscal 2014 and Fiscal 2015. These increases in net sales were partially offset by a $2.9 million decrease in wholesale sales.

As of January 30, 2016, we operated 164 Tommy Bahama stores globally, consisting of 107 full-price retail stores, 16 retail-restaurant locations and 41 outlet stores. As of January 31, 2015 we operated 157 Tommy Bahama stores globally consisting of 101 full-price retail stores, 15 retail-restaurant locations and 41 outlet stores. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:


 Fiscal 2015Fiscal 2014
Full-price retail stores and outlets50%50%
E-commerce, including e-commerce flash clearance sales15%14%
Restaurant11%10%
Wholesale24%26%
Total100%100%
Lilly Pulitzer:
The Lilly Pulitzer net sales increase of $36.9 million, or 22.0%, was primarily a result of (1) a $21.1 million, or 27%, increase in comparable store sales to $100.5 million in Fiscal 2015 compared to $79.5 million in Fiscal 2014, (2) an incremental net sales increase of $10.4 million associated with the operation of additional full-price retail stores, (3) a $2.9 million increase in wholesale sales, (4) an increase in e-commerce flash clearance sales of $1.7 million to $18.4 million in Fiscal 2015, and (5) $0.9 million higher sales at the June warehouse sale. As of January 30, 2016, we operated 34 Lilly Pulitzer full-price retail stores compared to 28 full-price retail stores as of January 31, 2015. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:
 Fiscal 2015Fiscal 2014
Full-price retail stores and warehouse sales38%34%
E-commerce, including e-commerce flash clearance sales30%28%
Wholesale32%38%
Total100%100%
Lanier Apparel:
The decrease in net sales for Lanier Apparel of $21.3 million, or 16.9%, reflects a decrease in net sales in the private label and branded businesses for both tailored clothing and sportswear. The branded and private label businesses were unfavorably impacted by the reduction in or exit from certain replenishment and other programs.
Corporate and Other:
Corporate and Other net sales primarily consist of the net sales of our Lyons, Georgia distribution center as well as the impact of the elimination of intercompany sales between our operating groups, which exceeded net sales of our Lyons, Georgia distribution center in Fiscal 2014. The increase in Corporate and Other sales was primarily due to a smaller unfavorable impact of the elimination of intercompany sales in Fiscal 2015.
Gross Profit
The table below presents gross profit by operating group and in total for Fiscal 2015 and Fiscal 2014 as well as the change between those two periods. Our gross profit and gross margin, which is calculated as gross profit divided by net sales, may not be directly comparable to those of our competitors, as statement of operations classification of certain expenses may vary by company.
 Fiscal 2015Fiscal 2014$ Change% Change
Tommy Bahama$393,221
$377,415
$15,806
4.2 %
Lilly Pulitzer132,791
106,317
26,474
24.9 %
Lanier Apparel30,460
34,159
(3,699)(10.8)%
Corporate and Other1,633
58
1,575
NM
Total gross profit$558,105
$517,949
$40,156
7.8 %
LIFO charge included in Corporate and Other$254
$2,131
 
 
The increase in consolidated gross profit was primarily driven by higher net sales, as discussed above, as well as a change in sales mix as a greater proportion of consolidated net sales were sales at Lilly Pulitzer, which typically has higher gross margins than our other operating groups, and the net favorable impact of LIFO accounting in Fiscal 2015 as compared to


Fiscal 2014. In addition to the impact of the changes in net sales, gross profit on a consolidated basis and for each operating group was impacted by the change in sales mix and gross margin within each operating group, as discussed below. The table below presents gross margin by operating group and in total for Fiscal 2015 and Fiscal 2014.
 Fiscal 2015Fiscal 2014
Tommy Bahama59.7%60.1%
Lilly Pulitzer64.9%63.4%
Lanier Apparel29.0%27.0%
Corporate and OtherNM
NM
Consolidated gross margin57.6%56.3%

On a consolidated basis, gross margin increased in Fiscal 2015, primarily as a result of (1) Lilly Pulitzer representing a greater proportion and Lanier Apparel representing a lower proportion of consolidated net sales, (2) direct to consumer sales, which typically provide a higher gross margin, representing a greater proportion of consolidated net sales, (3) improved gross margins in Lilly Pulitzer and Lanier Apparel and (4) the net favorable impact of LIFO accounting in Fiscal 2015 as compared to Fiscal 2014. These favorable items were partially offset by the lower gross margin in Tommy Bahama.
Tommy Bahama:

The reduction in gross margin for Tommy Bahama reflected lower gross margins in both the direct to consumer and wholesale channels of distribution, which offset the favorable impact of a change in sales mix with direct to consumer sales representing a greater proportion of net sales. The lower direct to consumer gross margin was primarily due to a greater proportion of sales in our full-price retail stores and e-commerce website occurring in connection with Tommy Bahama's loyalty award card, Flip-Side and Friends & Family events and more significant in-store discounts in our outlet stores. The lower gross margin in the wholesale business was primarily a result of more significant discounts and allowances, particularly for wholesale off-price sales.

Lilly Pulitzer:
The increase in gross margin for Lilly Pulitzer was primarily driven by a change in sales mix towards the direct to consumer channel of distribution and an increase in gross margins of the direct to consumer businesses.
Lanier Apparel:

The increase in gross margin for Lanier Apparel was primarily due to a change in sales mix with a greater proportion of sales consisting of higher gross margin branded business programs, in both the tailored clothing and sportswear businesses, which was partially offset by the impact of more significant inventory markdowns in Fiscal 2015.

Corporate and Other:

The gross profit in Corporate and Other in each period primarily reflects (1) the gross profit of our Lyons, Georgia distribution center operations, (2) the impact of LIFO accounting adjustments and (3) the impact of certain consolidating adjustments, including the elimination of intercompany sales between our operating groups. The higher gross profit for Corporate and Other was due to the lower impact of LIFO accounting in Fiscal 2015.
SG&A
 Fiscal 2015Fiscal 2014$ Change% Change
SG&A$475,031
$439,069
$35,962
8.2%
SG&A as % of net sales49.0%47.7% 
 
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition$1,521
$1,764
  
Change in fair value of contingent consideration included in Lilly Pulitzer$
$275
  


The increase in SG&A was primarily due to (1) $19.9 million of incremental costs in Fiscal 2015 associated with additional Tommy Bahama full-price retail stores and restaurants, including the Waikiki retail-restaurant location, and Lilly Pulitzer stores, (2) costs to support the growing Lilly Pulitzer and Tommy Bahama businesses, (3) $2.7 million of increased occupancy costs associated with duplicate rent expense, moving costs and higher rent structure related to the relocation of Tommy Bahama's office in Seattle, Washington and (4) $1.1 million of additional equity compensation expense. SG&A included $1.9 million of amortization of intangible assets in Fiscal 2015 compared to $2.3 million in Fiscal 2014.

Royalties and other operating income
 Fiscal 2015Fiscal 2014$ Change% Change
Royalties and other operating income$14,440
$13,939
$501
3.6%
Royalties and other operating income primarily reflect income received from third parties from the licensing of our Tommy Bahama and Lilly Pulitzer brands. The $0.5 million increase in royalties and other income reflectsin Fiscal 2019 primarily resulted from increased royalty income for bothin Tommy Bahama and Lilly Pulitzer.

Operating income (loss)

 Fiscal 2015Fiscal 2014$ Change% Change
Tommy Bahama$65,993
$71,132
$(5,139)(7.2)%
Lilly Pulitzer42,525
32,190
10,335
32.1 %
Lanier Apparel7,700
10,043
(2,343)(23.3)%
Corporate and Other(18,704)(20,546)1,842
9.0 %
Total operating income$97,514
$92,819
$4,695
5.1 %
LIFO charge included in Corporate and Other$254
$2,131
 
 
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition$1,521
$1,764
  
Change in fair value of contingent consideration included in Lilly Pulitzer$
$275
 
 

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Tommy Bahama

$

53,207

$

53,139

$

68

 

0.1

%

Lilly Pulitzer

 

51,795

 

47,239

 

4,556

 

9.6

%

Lanier Apparel

 

1,465

 

5,057

 

(3,592)

 

(71.0)

%

Southern Tide

 

5,554

 

5,663

 

(109)

 

(1.9)

%

Corporate and Other

 

(18,346)

 

(20,506)

 

2,160

 

10.5

%

Consolidated Operating Income

$

93,675

$

90,592

$

3,083

 

3.4

%

LIFO adjustments in Corporate and Other

$

1,454

$

773

 

  

 

  

Tommy Bahama Japan inventory markdown charges

$

159

$

461

Inventory step-up charges in Corporate and Other

$

$

157

Amortization of Tommy Bahama Canada intangible assets

$

$

1,387

Amortization of Lilly Pulitzer Signature Store intangible assets

$

320

$

378

Amortization of Southern Tide intangible assets

$

292

$

288

Tommy Bahama Japan SG&A charges

$

2,795

$

3,206

TBBC change in fair value of contingent consideration

$

431

$

970

 

  

 

  

The increase in operating income was primarily due toresulted from higher sales with comparable gross margin and higher royalty and other operating income partially offset by higher SG&A. On an operating group basis, the increase in operating income in Fiscal 2019 reflects higher operating income in Lilly Pulitzer and a lowerthe improved operating lossresults in

54

Table of Contents

Corporate and Other partially offset by lower operating income in Tommy Bahama and Lanier Apparel. Changes in operating income (loss) by operating group are discussed below.

Tommy Bahama:

 Fiscal 2015Fiscal 2014$ Change% Change
Net sales$658,467
$627,498
$30,969
4.9 %
Gross margin59.7%60.1% 
 
Operating income$65,993
$71,132
$(5,139)(7.2)%
Operating income as % of net sales10.0%11.3% 
 
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition$1,521
$1,764
  

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Net sales

$

676,652

$

675,358

$

1,294

 

0.2

%

Gross profit

$

413,200

$

413,455

$

(255)

(0.1)

%

Gross margin

 

61.1

%  

 

61.2

%  

 

  

 

  

Operating income

$

53,207

$

53,139

$

68

 

0.1

%

Operating income as % of net sales

 

7.9

%  

 

7.9

%  

 

  

 

  

Tommy Bahama Japan inventory markdown charges

$

159

$

461

Amortization of Tommy Bahama Canada intangible assets

$

$

1,387

 

  

 

  

Tommy Bahama Japan SG&A charges

$

2,795

$

3,206

 

  

 

  

The lowerincrease in operating income forin Tommy Bahama was primarily due to thehigher net sales and increased royalty income partially offset by higher SG&A and lower gross margin partially offset by higher sales.margin. The higher SG&A reflects (1) $15.1 million of incremental SG&A associated with the cost of operating additional full-price retail storesfor Fiscal 2019 was primarily due to increased salaries, wages and restaurants, including pre-opening rent and set-up costs associated with new stores and restaurants, (2) $2.7 million of increased occupancy costs associated with duplicate rent expense, movingemployee benefits, variable costs and higher rent structure related to the relocation of Tommy Bahama's officeother operating expenses in Seattle, Washington during the Third Quarter of Fiscal 2015 and (3) higher costs to support the growing Tommy Bahama business.our ongoing operations. These higher SG&A amountsitems were partially offset by reductions(1) a $6 million decrease in other SG&A accounts, including incentive compensation. The operating loss forcompensation, (2) a $5 million reduction in advertising expense and (3) a $1 million reduction in Tommy Bahama Canada amortization charges. Both periods included certain charges related to restructuring charges associated with the Tommy Bahama Waikiki retail-restaurant location prior to opening in late October 2015 was $2.1 million, with the substantial majority of this loss consisting of pre-opening rent and set-up costs, which areJapan operations, as included in the incremental SG&A amount associated with new locations above. Fiscal 2015 included an operating loss of $8.3 million related to our Tommy Bahama Asia-Pacific expansion compared to an operating loss of $10.3 milliontable above and as discussed in Fiscal 2014.




Note 13.

Lilly Pulitzer:

 Fiscal 2015
Fiscal 2014
$ Change% Change
Net sales$204,626
$167,736
$36,890
22.0%
Gross margin64.9%63.4% 
 
Operating income$42,525
$32,190
$10,335
32.1%
Operating income as % of net sales20.8%19.2% 
 
Change in fair value of contingent consideration included in Lilly Pulitzer$
$275
 
 

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Net sales

$

284,700

$

272,299

$

12,401

 

4.6

%

Gross profit

$

174,573

$

165,486

$

9,087

5.5

%

Gross margin

 

61.3

%  

 

60.8

%  

 

  

 

Operating income

$

51,795

$

47,239

$

4,556

 

9.6

%

Operating income as % of net sales

 

18.2

%  

 

17.3

%  

 

  

 

  

Amortization of Lilly Pulitzer Signature Store intangible assets

$

320

$

378

The increase in operating income in Lilly Pulitzer was primarily due to the higherincreased net sales, gross margin and gross margin. These items wereroyalty income partially offset by increasedhigher SG&A. The increasedhigher SG&A was primarily associated within Fiscal 2019 included (1) higher costs to support the growing business, reflecting increased infrastructure costs and advertising expense, (2) $4.8$3 million of incremental SG&A associated with the cost of operating additional full-pricenon-comp retail stores, (2) a $1 million increase in incentive compensation amounts, (3) a $1 million increase in advertising expense and (3) $1.0 million of higher incentive compensation.

(4) SG&A increases, including additional employment cost, to support ongoing and future business operations.

Lanier Apparel:

 Fiscal 2015Fiscal 2014$ Change% Change
Net sales$105,106
$126,430
$(21,324)(16.9)%
Gross margin29.0%27.0% 
 
Operating income$7,700
$10,043
$(2,343)(23.3)%
Operating income as % of net sales7.3%7.9% 
 

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Net sales

$

97,251

$

100,471

$

(3,220)

 

(3.2)

%

Gross profit

$

26,273

$

28,844

$

(2,571)

(8.9)

%

Gross margin

 

27.0

%  

 

28.7

%  

 

  

 

  

Operating income

$

1,465

$

5,057

$

(3,592)

 

(71.0)

%

Operating income as % of net sales

 

1.5

%  

 

5.0

%  

 

  

 

  

The lowerdecrease in operating income forin Lanier Apparel was primarily due to the reductionlower gross margin, lower sales and higher SG&A. The SG&A increase in netFiscal 2019 was primarily due to higher sales-related variable expenses for

55

Table of Contents

the increased licensed brand sales, including increased royalties, shipping and advertising expenses. These increases in SG&A were partially offset by lower incentive compensation amounts.

Southern Tide:

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Net sales

$

46,409

$

45,248

$

1,161

 

2.6

%

Gross profit

$

22,786

$

22,572

$

214

0.9

%

Gross margin

 

49.1

%  

 

49.9

%  

 

  

 

Operating income

$

5,554

$

5,663

$

(109)

 

(1.9)

%

Operating income as % of net sales

 

12.0

%  

 

12.5

%  

 

  

 

  

Amortization of Southern Tide intangible assets

$

292

$

288

 

  

 

  

The decrease in operating income in Southern Tide was primarily due to higher SG&A and lower gross margin and lower SG&A.partially offset by an increase in net sales. The lower SG&A increase in Fiscal 2019 was primarily reflects decreasesdue to (1) SG&A related to the start-up of Southern Tide’s owned retail store operations, including the SG&A associated with opening and operating the first Southern Tide retail location as well as retail management leadership hired to establish the Southern Tide retail operations, (2) variable selling and shipping costs associated with higher sales and (3) increased advertising expenses. These increases were partially offset by lower incentive compensation amounts in certain variable and other expenses including royalty, advertising and distribution expenses.


Fiscal 2019.

Corporate and Other:

 Fiscal 2015Fiscal 2014$ Change% Change
Net sales$1,091
$(1,339)$2,430
NM
Operating loss$(18,704)$(20,546)$1,842
9.0%
LIFO charge included in Corporate and Other$254
$2,131
 
 

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Net sales

$

17,778

$

14,090

$

3,688

 

26.2

%

Gross profit

$

8,135

$

6,767

$

1,368

20.2

%

Operating loss

$

(18,346)

$

(20,506)

$

2,160

 

10.5

%

LIFO adjustments in Corporate and Other

$

1,454

$

773

 

  

 

Inventory step-up charges in Corporate and Other

157

TBBC change in fair value of contingent consideration

$

431

$

970

The improved operating results in Corporate and Other werewas primarily due to (1) higher sales, partially offset by higher SG&A, resulting in increased operating income of TBBC, (2) lower SG&A in our Corporate operations, including lower incentive compensation and other amounts, (3) a smaller charge for the lowerchange in the fair value of the TBBC contingent consideration and (4) Fiscal 2019 not including any amounts for inventory step-up charges. These items were partially offset by a larger net LIFO accounting charge in Fiscal 2015 and a $0.9 million gain on sale of real estate, which were partially offset by higher incentive compensation amounts.

2019.

Interest expense, net

 Fiscal 2015Fiscal 2014$ Change% Change
Interest expense, net$2,458
$3,236
$(778)(24.0)%

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Interest expense, net

$

1,245

$

2,283

$

(1,038)

 

(45.5)

%

Interest expense fordecreased in Fiscal 2015 decreased from the prior year2019 primarily due to lower average debt outstanding particularly in secondas well as higher interest income. In Fiscal 2019, interest expense consisted of interest charged on borrowings during the first half of Fiscal 2015,the year, unused line fees and lower borrowing ratesamortization expense, partially offset by interest income earned on cash and cash equivalents during Fiscal 2015. The lower average debt outstanding in the second half of Fiscal 2015 was primarily a result2019.

Income taxes

    

Fiscal 2019

    

Fiscal 2018

    

$ Change

    

% Change

 

Income taxes

$

23,937

$

22,018

$

1,919

 

8.7

%

Effective tax rate

 

25.9

%  

 

24.9

%  

 

  

 

  

56

Table of the use of proceeds from the July 2015 sale of Ben Sherman for debt repayment.Contents


Income taxes
 Fiscal 2015Fiscal 2014$ Change% Change
Income taxes$36,519
$35,786
$733
2.0%
Effective tax rate38.4%39.9% 
 


Income tax expense for Fiscal 2015 increased, reflecting

The higher earnings partially offset by a lower effective tax rate. The lower effective tax rate in Fiscal 2015 compared2019 was primarily due to Fiscal 2014 primarily resulted2018 benefitting from improved operating results inthe favorable impact of the vesting of certain stock awards during the year and other discrete items. Refer to Note 9 for additional information about our Hong-Kong based sourcingincome tax expense for Fiscal 2019 and Tommy Bahama Asia-Pacific retail operations.


Fiscal 2018.

Net earnings from continuing operations

 Fiscal 2015Fiscal 2014
Net earnings from continuing operations$58,537
$53,797
Net earnings from continuing operations per diluted share$3.54
$3.27
Weighted average shares outstanding - diluted16,559
16,471

    

Fiscal 2019

    

Fiscal 2018

Net sales

$

1,122,790

$

1,107,466

Operating income

$

93,675

$

90,592

Net earnings

$

68,493

$

66,291

Net earnings per diluted share

$

4.05

$

3.94

Weighted average shares outstanding - diluted

 

16,914

 

16,842

The higher net earnings per diluted share in Fiscal 20152019 was primarily resulted from (1)due to higher operating income in Lilly Pulitzer, (2) a lowerthe improved operating lossresults in Corporate and Other (3)and lower interest expense and (4) a lower effective tax rate. These favorable items were partially offset by (1) lower operating income in Tommy Bahama and (2) lower operating income in Lanier Apparel.


Discontinued operations
Net loss from discontinued operations, net of taxes was $28.0 million in Fiscal 2015 compared toApparel and a net loss from discontinued operations, net of taxes of $8.0 million in Fiscal 2014 with the larger net loss primarily due to the $20.5 million loss on sale of the Ben Sherman operations, which was completed in the Second Quarter of Fiscal 2015.

higher effective tax rate, each as discussed above.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Our primary source of revenue and cash flow is through our design, sourcing, marketing and distribution of branded apparel products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer and Southern Tide lifestyle brands, as well as certainother owned and licensed brands, and private label apparel products. We distribute our products to our customers via direct to consumer and wholesale channels of distribution. Our primary uses of cash flow include the purchase of products in the operation of our business from third party contract manufacturers outside of the United States, as well as operating expenses, including employee compensation and benefits, occupancy-related costs, marketing and advertising costs, distribution costs, other general and administrative expenses and the payment of periodic interest and other payments related to our financing arrangements.

Additionally, we use cash for the funding of capital expenditures, dividends and repayment of indebtedness. In the ordinary course of business, we maintain certain levels of inventory, and extend credit to our wholesale customers.customers and pay our operating expenses. Thus, we require a certain amount of working capital to operate our business. If cash inflows are less than cash outflows, we have access to amounts under our U.S. Revolving Credit Agreement, subject to its terms, which is described below. We may seek to finance our future cash requirements through various methods, including cash flow from operations, borrowings under our current or additional credit facilities, sales of debt or equity securities, and cash on hand.

As of January 28, 2017,February 1, 2020, we had $6.3$52 million of cash and cash equivalents on hand, with $91.5 million ofno borrowings outstanding and $185.5$322 million of availability, which includes the majority of our cash and cash equivalents as eligible assets, under our $325 million Fourth Amended and Restated Credit Agreement (as amended, the “U.S. Revolving Credit Agreement”). We believe our U.S. Revolving Credit Agreement. We believe our balance sheet and anticipated future positiveAgreement will provide ample liquidity to fund operating cash flow from operating activities provide sufficient cash flow to satisfy ourneeds and other ongoing cash requirements as well as ample opportunity to continue to invest in our brands and our direct to consumer initiatives.

requirements.

Key Liquidity Measures



($ in thousands)January 28, 2017January 30, 2016$ Change% Change
Total Current Assets$231,628
$216,796
$14,832
6.8%
Total Current Liabilities131,396
128,899
2,497
1.9%
Working capital$100,232
$87,897
$12,335
14.0%
Working capital ratio1.76
1.68
 
 
Debt to total capital ratio20%24% 
 

    

February 1,

    

February 2,

    

    

 

($ in thousands)

2020

2019

$ Change

% Change

 

Total current assets

$

288,826

$

269,788

$

19,038

 

7.1

%

Total current liabilities

$

177,779

$

142,209

 

35,570

 

25.0

%

Working capital

$

111,047

$

127,579

$

(16,532)

 

(13.0)

%

Working capital ratio

 

1.62

 

1.90

 

  

 

  

Debt to total capital ratio

 

%  

 

3

%

 

  

 

  

Our working capital ratio is calculated by dividing total current assets by total current liabilities. Current assets as of February 1, 2020, increased from January 30, 2016primarily due to January 28, 2017increased cash balances partially offset by lower amounts in all our

57

Table of Contents

other current asset line items. Current liabilities as of February 1, 2020 increased primarily due to the $22.9impact of the revised lease accounting guidance which required the recognition of $50 million of current assets related to the Southern Tide business, partially offset by lower current assets in our other operating groups. Currentlease liabilities as of January 28, 2017 was comparableFebruary 1, 2020, as discussed in Note 6 to current liabilities as of January 30, 2016 reflecting increasesour consolidated financial statements included in accounts payable,this report, and an increase in other accrued expenses and liabilities, and liabilities related to discontinued operations partially offset by a decreasereductions in accounts payable and accrued compensation. Changes in current assets and current liabilities are discussed below.


For the ratio of debt to total capital, debt is defined as short-term and long-term debt, included in continuing operations, and total capital is defined as debt plus shareholders'shareholders’ equity. Debt was $91.5$0 million at January 28, 2017February 1, 2020 and $44.0$13 million at January 30, 2016,February 2, 2019, while shareholders’ equity was $376.1$529 million at January 28, 2017February 1, 2020 and $334.4$478 million at January 30, 2016.February 2, 2019. The increasedecrease in debt since January 30, 2016February 2, 2019 was primarily due to the payment of $95.0 million related to acquisitions, $49.4 million of capital expenditures and the payment of $18.1 million of dividends which were partially offset by $118.6$122 million of cash flow from operations. Shareholders'operations which was partially offset by cash payments of $37 million for capital expenditures and $25 million for dividends, resulting in $52 million of cash and cash equivalents on hand as of February 1, 2020. Shareholders’ equityincreased from January 30, 2016,February 2, 2019, primarily as a result of net earnings and increased additional paid in capital related to our employee stock plans less dividends paid.paid during the year. Our debt levels and ratio of debt to total capital in future periods may not be comparable to historical amounts as we continue to assess, and possibly make changes to, our capital structure. Changes in our capital structure in the future, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, the ultimate impact of the COVID-19 outbreak on our operating results and other factors. The amounts involved may be material.

Balance Sheet

The following tables set forth certain information included in our consolidated balance sheets (in thousands). As a result of our acquisition of Southern Tide during the First Quarter of Fiscal 2016, a number of line items in our balance sheet increased as discussed below. Below each table are explanations for any significant changes in the balances from January 30, 2016February 2, 2019 to January 28, 2017.

February 1, 2020.

Current Assets:

 January 28, 2017January 30, 2016$ Change% Change
Cash and cash equivalents$6,332
$6,323
$9
0.1 %
Receivables, net58,279
59,065
(786)(1.3)%
Inventories, net142,175
129,136
13,039
10.1 %
Prepaid expenses24,842
22,272
2,570
11.5 %
Total Current Assets$231,628
$216,796
$14,832
6.8 %

    

February 1,

    

February 2,

    

    

 

2020

2019

$ Change

% Change

 

Cash and cash equivalents

$

52,460

$

8,327

$

44,133

 

530.0

%

Receivables, net

 

58,724

 

69,037

 

(10,313)

 

(14.9)

%

Inventories, net

 

152,229

 

160,656

 

(8,427)

 

(5.2)

%

Prepaid expenses and other current assets

 

25,413

 

31,768

 

(6,355)

 

(20.0)

%

Total current assets

$

288,826

$

269,788

$

19,038

 

7.1

%

Cash and cash equivalents were $52 million as of January 28, 2017 and January 30, 2016 include typicalFebruary 1, 2020 compared to $8 million as of February 2, 2019. Typical cash amounts maintained on an ongoing basis in our operations which generally rangesrange from $5 million to $10 million at any given time. Any excesstime if we have debt outstanding. If cash flow from operations exceeds amounts required to pay any outstanding debt amounts, capital expenditures and dividends, cash outstanding may exceed the typical cash amounts. As of February 1, 2020, cash flow from operations has exceeded our cash needs resulting in $52 million of cash on hand. Substantially all of the cash on our balance sheet is generally used to repay amounts outstanding under our U.S. Revolving Credit Agreement. invested in short-term money market funds.

The decrease in receivables, net as of January 28, 2017February 1, 2020 was primarily due to lower trade receivables resulting from lower wholesale sales in the last two months of Fiscal 2019 and an increase in receivable allowance amounts. Inventories, which is net of a $63 million and $62 million LIFO reserve as of February 1, 2020 and February 2, 2019, respectively, decreased as of February 1, 2020. The decrease in receivables in ourfrom February 2, 2019 was primarily due to lower inventory levels at Lanier Apparel business reflecting the lower sales in that business during the Fourth Quarter of Fiscal 2016, which wasand Tommy Bahama partially offset by the receivables related to the Southern Tide business.


Inventories, net as of January 28, 2017 increased from January 30, 2016 as a result of inventories related to the Southern Tide business. Inventories in our other businesses decreased year over year as lower inventories in Tommy Bahama were partially offset by higher inventories in Lilly Pulitzer, Southern Tide and Corporate and Other. The decrease in Lanier Apparel was primarily due to lower inventories in certain replenishment programs and lower anticipated sales in Fiscal 2020. The lower inventories in Tommy Bahama reflect Tommy Bahama's focus on managing inventory buys on a total operating group basis, sale of a greater amount of inventory units through outlet stores and off-price wholesale channels during Fiscal 2016 and certain inventory markdowns.The increase in inventory in Corporate and Other was primarily due to the impactclearance of LIFO accounting including


the reversalcertain end of season inventory markdowns.in Tommy Bahama during Fiscal 2019. Prepaid expenses increased at January 28, 2017and other current assets decreased as of February 1, 2020 primarily as a result of a $4.4 million increaselower prepaid rent expense due to the adoption of the revised lease accounting guidance, which resulted in the classification of prepaid taxesrent in operating lease assets in our consolidated balance sheet, as well as higherlower prepaid advertising and the prepaid expenses associated with the Southern Tide businessincome taxes, which werewas partially offset by lowerhigher prepaid rent asexpenses for advertising and other operating expense amounts.

58

Table of January 28, 2017 due to the timing of payment of rent amounts as February 2017 rent payments generally had not been paid as of January 28, 2017, but substantially all February 2016 rent payments had been made as of January 30, 2016.Contents

Non-current Assets:

 January 28, 2017January 30, 2016$ Change% Change
Property and equipment, net$193,931
$184,094
$9,837
5.3%
Intangible assets, net175,245
143,738
31,507
21.9%
Goodwill60,015
17,223
42,792
248.5%
Other non-current assets, net24,340
20,839
3,501
16.8%
Total non-current assets, net$453,531
$365,894
$87,637
24.0%

    

February 1,

    

February 2,

    

    

 

2020

2019

$ Change

% Change

 

Property and equipment, net

$

191,517

$

192,576

$

(1,059)

 

(0.5)

%

Intangible assets, net

 

175,005

 

176,176

 

(1,171)

 

(0.7)

%

Goodwill

 

66,578

 

66,621

 

(43)

 

(0.1)

%

Operating lease assets

287,181

287,181

N/A

Other non-current assets, net

 

24,262

 

22,093

 

2,169

 

9.8

%

Total non-current assets

$

744,543

$

457,466

$

287,077

 

62.8

%

Property and equipment, net as of January 28, 2017 increased from January 30, 2016February 1, 2020 decreased primarily as a result of depreciation expense exceeding capital expenditures partially offset by depreciation expense.in Fiscal 2019. The increasedecrease in intangible assets, net and goodwill at January 28, 2017 wereas of February 1, 2020 was primarily due to the acquisition of the Southern Tide business, partially offset by amortization of intangible assets.assets in Fiscal 2019. The increase in otheroperating lease assets amount as of February 1, 2020 was a result of the adoption of the revised lease accounting guidance during Fiscal 2019. Other non-current assets, net as of January 28, 2017 wasFebruary 1, 2020 increased primarily due to an increaseincreases in asset balancesassets set aside for potential deferred compensation plan obligations non-currentand unamortized deferred tax assetsfinancing costs partially offset by reductions in real estate security deposits.

Liabilities:

    

February 1,

    

February 2,

    

    

 

2020

2019

$ Change

% Change

 

Total current liabilities

$

177,779

$

142,209

$

35,570

 

25.0

%

Long-term debt

 

 

12,993

 

(12,993)

 

(100.0)

%

Non-current operating lease liabilities

 

291,886

 

 

291,886

 

N/A

Other non-current liabilities

 

18,566

 

75,286

 

(56,720)

 

(75.3)

%

Deferred taxes

16,540

18,411

(1,871)

(10.2)

%

Total liabilities

$

504,771

$

248,899

$

255,872

 

102.8

%

Current liabilities increased as of February 1, 2020 primarily due to the reversal$50 million of certain foreign operating loss carryforwards and deferred financing costs paidcurrent lease liabilities recognized as of February 1, 2020, as a result of the adoption of the revised lease accounting guidance during Fiscal 2016.

Liabilities:
 January 28, 2017January 30, 2016$ Change% Change
Total Current Liabilities$131,396
$128,899
$2,497
1.9 %
Long-term debt91,509
43,975
47,534
108.1 %
Other non-current liabilities70,002
67,188
2,814
4.2 %
Deferred taxes13,578
3,657
9,921
271.3 %
Liabilities related to discontinued operations2,544
4,571
(2,027)(44.3)%
Total liabilities$309,029
$248,290
$60,739
24.5 %
Current liabilities as of January 28, 2017 were comparable to January 30, 2016 reflecting2019 and an $8.5 million increase in accounts payable and a $3.9 million increase in other accrued expenses and current liabilities and a $0.5 million increase in liabilities related to discontinued operations partially offset by a $10.4 million decreasereductions in accounts payable and accrued compensation. The increase in other accrued expenses and other liabilities was primarily due to a $5 million increase in income taxes payable. The lower accounts payable was primarily due to an increase in payables related to importsa reduction of inventory in transit due to the timing of the Chinese New Year holiday,amounts while the decrease inlower accrued compensation was due to a decrease in accrued bonus for each operating group as well as Corporate and Other.

The increase in debt as of January 28, 2017 was primarily due to the payment of $95.0 million relateda reduction in incentive compensation amounts. The decrease in long-term debt since February 1, 2020 was primarily due to acquisitions, $49.4 million of capital expenditures and the payment of $18.1 million of dividends which were partially offset by $118.6$122 million of cash flow from operations.operations which was partially offset by cash payments of $37 million for capital expenditures and $25 million for dividends.

The non-current operating lease liabilities amount as of February 1, 2020 was a result of the adoption of the revised lease accounting guidance during Fiscal 2019. Other non-current liabilities increaseddecreased as of January 28, 2017 compared to January 30, 2016February 1, 2020 primarily due to other non-current liabilities as of February 2, 2019 including $59 million of deferred rent and deferred rent tenant improvement allowance liabilities that were reclassified as operating lease assets as a result of the adoption of the revised lease accounting guidance during Fiscal 2019. This reduction in other non-current liabilities was partially offset by increases in amounts for deferred rentcompensation liabilities.


Deferred taxes increaseddecreased as of January 28, 2017 compared to January 30, 2016February 1, 2020 primarily due to the impact of purchase accounting on the basis differences for the acquired assets of Southern Tide and timing differences associated with depreciation partially offset by timing differences associated with amortization accrued compensation and inventories. Non-current liabilities related to discontinued operations as of January 28, 2017 decreased primarily as a resultintangible assets.

59

Table of certain amounts now being classified as current liabilities, and included in total current liabilities, rather than non-current liabilities related to discontinued operations. The aggregate amount included in current and non-current liabilities related to discontinued operations represents our best estimate of the future net loss anticipated with respect to certain retained lease obligations as discussed in Note 13 to our consolidated financial statements; however, the ultimate loss to be recognized remains uncertain as the amount of any sub-lease income is dependent upon a variety of factors including anticipated future sublease income and market rental amounts.Contents

Statement of Cash Flows



The following table sets forth the net cash flows, including continuing and discontinued operations, resulting in the change in our cash and cash equivalents (in thousands):

 Fiscal 2016Fiscal 2015Fiscal 2014
Cash provided by operating activities$118,565
$105,373
$95,409
Cash used in investing activities(146,491)(13,946)(50,355)
Cash provided by (used in) financing activities27,367
(91,466)(47,619)
Net change in cash and cash equivalents$(559)$(39)$(2,565)

Fiscal 2019

    

Fiscal 2018

    

Fiscal 2017

Cash provided by operating activities

$

121,926

$

96,377

$

118,593

Cash used in investing activities

 

(37,421)

 

(37,397)

 

(54,277)

Cash used in financing activities

 

(41,298)

 

(56,765)

 

(64,712)

Net change in cash and cash equivalents

$

43,207

$

2,215

$

(396)

Cash and cash equivalents on hand were $6.3$52 million and $6.3$8 million at January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, respectively. Changes in cash flows in Fiscal 20162019 and Fiscal 20152018 related to operating activities, investing activities and financing activities are discussed below.


Fiscal 2016 Compared to Fiscal 2015

Operating Activities:


In Fiscal 20162019 and Fiscal 2015,2018, operating activities provided $118.6$122 million and $105.4$96 million, respectively, of cash, respectively.cash. The cash flow from operating activities for each period was primarily the result of net earnings for the relevant period adjusted, as applicable, for non-cash activities including depreciation, amortization and equity-based compensation, and loss on sale of discontinued operations as well as the net impact of changes in deferred taxes and our working capital accounts. WorkingIn Fiscal 2019 working capital account changes as well as deferred taxes, had a favorable impact on cash flow from operations, while in both Fiscal 2016 and Fiscal 2015.2018 working capital account changes had an unfavorable impact on cash flow from operations. In Fiscal 20162019, the more significant changes in working capital, accountsafter considering the non-cash impact of certain reclassifications that resulted from the adoption of the revised lease accounting guidance, were a decrease in receivables net and inventories, each of which increased cash flow from operations, partially offset by the impact of an increasedecreases in other non-current assets and an increase in prepaid expenses. Duringcurrent liabilities, which reduced cash flow from operations. In Fiscal 20152018, the more significant changes in working capital accounts were an increase in inventories, which decreased cash flow from operations, partially offset by an increase in current liabilities and a decrease in receivablesprepaid and an increase in non-current liabilities,other current assets, each of which increased cash flow from operations, partially offset by increases in inventories and prepaid expensesoperations.

Investing Activities:

In each of which decreased cash flow from operations.

Investing Activities:
During Fiscal 2016,2019 and Fiscal 2018, investing activities used $146.5 million of cash, while in Fiscal 2015, investing activities used $13.9$37 million of cash. In Fiscal 2016, we paid $95.0 millionOn an ongoing basis, our cash flow used in investing activities primarily consists of cash for acquisitions, consisting of $92.0 million for the acquisition of Southern Tide and $3.1 million for certain acquisitionsour capital expenditure investments in our Lanier Apparel operating group, $49.4 million forexisting brands and acquisitions of new businesses. Our capital expenditures and $2.0 million for the final working capital settlementprimarily consist of costs associated with our Ben Sherman discontinued operations. The capital expenditures in Fiscal 2016 primarily consisted of opening, relocating and remodeling full-price retail stores and restaurants, information technology initiatives, including e-commerce capabilities,capabilities; opening, relocating and facilityremodeling retail stores and restaurants; and facilities enhancements for distribution centers and office locations. Duringoffices.

Financing Activities:

In Fiscal 2015, we used $73.1 million of cash for capital expenditures which primarily related to costs associated with new full-price retail stores2019 and restaurants; facility enhancements, including the build-out of Tommy Bahama's new office in Seattle and the acquisition of additional distribution center space for our Lilly Pulitzer business; information technology initiatives, including e-commerce enhancements; and full-price retail store remodeling. Additionally, during Fiscal 2015, we received $59.3 million of proceeds for the sale of our Ben Sherman business. Other investing activities in Fiscal 2015 include the net impact of a $1.1 million investment of cash in an unconsolidated entity, partially offset by the $0.9 million proceeds from the sale of real estate.


Financing Activities:
During Fiscal 2016, financing activities provided $27.4 million of cash while in Fiscal 20152018, financing activities used $91.5$41 million and $57 million, respectively, of cash. InDuring Fiscal 2016,2019 and Fiscal 2018, we decreased debt and increased debt primarily for the purpose of purchasing the Southern Tide business, fundingcash as our cash flow from operations was greater than our capital expenditures and payment of dividends, which in the aggregate exceeded our cash flow from operations. During Fiscal 2015, we decreased debt as cash provided by our operating activities and the proceeds from the sale of Ben Sherman exceeded our cash requirements for capital expenditures, contingent consideration payments and dividends. During Fiscal 20162019 and Fiscal 2015,2018 we paid $18.1$25 million and $16.6$23 million of dividends, respectively. InDuring Fiscal 2015,2019 we also paid $12.5$1 million for the final payment forof certain amounts related to previous acquisitions including the payment of certain holdback and contingent consideration arrangementamounts and $1 million related to the Lilly Pulitzer acquisition.

We anticipate that cash flow provided byrefinancing of our revolving credit agreement. Fiscal 2019 and Fiscal 2018 included certain amounts related to the issuance of equity pursuant to our employee stock purchase plan and the repurchase of equity awards for employee tax withholding liabilities due to the vesting of equity awards during the period.

If we are in a debt position, we may borrow or used in financing activities in the future will be dependent uponpay down debt depending on whether our cash flow from operating activities exceeds our capital expenditures, dividend payments, acquisitions and any other investing or financing activities. Generally, we anticipate that excess cash, if any, will be used to repay any debt on our U.S. Revolving Credit Agreement. However, due to our March 2020 draw down on our U.S. Revolving Credit Agreement


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due to the uncertainty related to the COVID-19 outbreak, in Fiscal 2015 Compared to Fiscal 2014

Operating Activities:
In Fiscal 2015 and Fiscal 2014, operating activities provided $105.4 million and $95.4 million of2020 we anticipate that we may concurrently have cash respectively. The cash flow from operating activities was primarily the result of net earnings for the relevant period adjusted, as applicable, for non-cash activities including depreciation, amortization, equity-based compensation and loss on sale of discontinued operationshand as well as the net impacta significant amount of changesdebt outstanding on our U.S. Revolving Credit Agreement. If we have cash and cash equivalents in excess of cash used in our working capital accounts. In Fiscal 2015ongoing operations, we will generally invest the more significant changes in working capital accounts were a decrease in receivables and an increase in non-current liabilities, each of which increased cash flow from operations, partially offset by increases in inventories and prepaid expenses each of which decreased cash flow from operations. In Fiscal 2014 the more significant changes in working capital were increases in current liabilities and non-current liabilities, each of which increased cash flow from operations, partially offset by increases in receivables and inventories, each of which decreased cash flow from operations.

Investing Activities:
During Fiscal 2015 and Fiscal 2014, investing activities used $13.9 million and $50.4 million of cash, respectively. In Fiscal 2015, we used $73.1 million of cash for capital expenditures and received $59.3 million of proceeds for the sale of our Ben Sherman business. Other investing activities in Fiscal 2015 include the net impact of a $1.1 million investment ofexcess cash in an unconsolidated entity, partially offset by the $0.9 million proceeds from the sale of real estate. In Fiscal 2014, investing cash flow activities consisted of purchases of property and equipment, which were primarily related to costs associated with new full-price retail stores, information technology initiatives and full-price retail store and restaurant remodeling.

Financing Activities:
During Fiscal 2015 and Fiscal 2014, financing activities used $91.5 million and $47.6 million of cash, respectively. In Fiscal 2015, we decreased debt as cash provided by our operating activities and the proceeds from the sale of Ben Sherman exceeded our cash requirements for capital expenditures, contingent consideration payments and dividends. In Fiscal 2014, we also decreased debt as cash provided by our operating activities exceeded our cash needs for capital expenditures, dividends and contingent consideration payments. In Fiscal 2015, we paid dividends of $16.6 million and $12.5 million for the final payment for the contingent consideration arrangement related to the Lilly Pulitzer acquisition, while in Fiscal 2014 we paid dividends of $13.9 million and contingent consideration of $2.5 million.

short term money market investments.

Liquidity and Capital Resources

We had $91.5 million outstanding as of January 28, 2017 under

In July 2019, we amended our $325 millionU.S. Revolving Credit Agreement by entering into the First Amendment to the Fourth Amended and Restated Credit Agreement ("U.S. Revolving Credit Agreement") compared to $44.0 million of borrowings outstanding as of January 30, 2016 under our Third Amended and Restated Credit Agreement ("Prior Credit Agreement"). On May 24, 2016, the U.S. Revolving Credit Agreement amended and restated the Prior Credit Agreement to (i) increase the borrowing capacity of the facility, (ii)(1) extend the maturity of the facility to July 2024 and (iii)(2) modify certain other provisions including a reduction of interest rates on certain borrowings and restrictionsa reduction in unused line fees. We had no amounts outstanding as of February 1, 2020 under our U.S. Revolving Credit Agreement, but we did borrow $200 million under our U.S. Revolving Credit Agreement in March 2020 due to the Prior Credit Agreement.uncertainty related to the COVID-19 outbreak. The U.S. Revolving Credit Agreement generally (i)(1) is limited to a borrowing base consisting of specified percentages of eligible categories of assets, (ii)(2) accrues variable-rate interest, (weighted average borrowing rate of 2.3% as of January 28, 2017), unused line fees and letter of credit fees based upon average unused availability or utilization, (iii)(3) requires periodic interest payments with principal due at maturity (May 2021)(July 2024) and (iv)(4) is secured by a first priority security interest in substantially all of the assets of Oxford Industries, Inc. and substantially all of its domestic subsidiaries, including accounts receivable, books and records, chattel paper, deposit accounts, equipment, certain general intangibles, inventory, investment property (including the equity interests of certain subsidiaries), negotiable collateral, life insurance policies, supporting obligations, commercial tort claims, cash and cash equivalents, eligible trademarks, proceeds and other personal property.


To the extent cash flow needs exceed cash flow provided by our operations we will have access, subject to its terms, to our U.S. Revolving Credit Agreement to provide funding for operating activities, capital expenditures and acquisitions, if any. Our credit facilityU.S. Revolving Credit Agreement is also used to establish collateral for certain insurance programs and leases and to finance trade letters of credit for product purchases, which reduce the amounts available under our line of credit when issued. As of January 28, 2017, $4.7February 1, 2020, $3 million of letters of credit were outstanding against our U.S. Revolving Credit Agreement. After considering these limitations and the amount of eligible assets in our borrowing base, as applicable, as of January 28, 2017,February 1, 2020, we had $185.5$322 million in unused availability under the U.S. Revolving Credit Agreement, subject to certain limitations on borrowings.

Covenants, Other Restrictions and Prepayment Penalties



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

Additionally, the U.S. Revolving Credit Agreement contains a financial covenant that applies only if excess availability under the agreement for three consecutive business days is less than the greater of (i)(1) $23.5 million or (ii)(2) 10% of availability. In such case, our fixed charge coverage ratio as defined in the U.S. Revolving Credit Agreement must not be less than 1.0 to 1.0 for the immediately preceding 12 fiscal months for which financial statements have been delivered. This financial covenant continues to apply until we have maintained excess availability under the U.S. Revolving Credit Agreement of more than the greater of (i)(1) $23.5 million or (ii)(2) 10% of availability for 30 consecutive days.

We believe that the affirmative covenants, negative covenants, financial covenants and other restrictions under the U.S. Revolving Credit Agreement are customary for those included in similar facilities entered into at the time we entered intoamended the U.S. Revolving Credit Agreement. During Fiscal 20162019 and as of January 28, 2017,February 1, 2020, no financial covenant testing was required pursuant to our U.S. Revolving Credit Agreement or Prior Credit Agreement as the minimum availability threshold was met at all times. As of January 28, 2017,February 1, 2020, we were compliant with all covenants related to the U.S. Revolving Credit Agreement.

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Other Liquidity Items:

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

We

On March 24, 2020, our Board of Directors approved a cash dividend of $0.25 per share payable on May 1, 2020 to shareholders of record as of the close of business on April 17, 2020. Although we have paid dividends in each quarter since we became a public company in July 1960. However,1960, including $25 million in total, or $1.48 per common share, in Fiscal 2019, we may discontinue or modify dividend payments at any time if we determine that other uses of our capital, including payment of outstanding debt, funding of acquisitions, funding of capital expenditures or repurchases of outstanding shares, may be in our best interest; if our expectations of future cash flows and future cash needs outweigh the ability to pay a dividend; or if the terms of our U.S. Revolving Credit Agreement,credit facility, other debt instruments or applicable law limit our ability to pay dividends. We may borrow to fund dividends in the short term, based on our expectation of operating cash flows in future periods subject to the terms and conditions of the U.S. Revolving Credit Agreement,our credit facility, other debt instruments and applicable law. All cash flow from operations will not be paid out as dividends in all periods. For details about limitations on our ability to pay dividends, see the discussion of the U.S. Revolving Credit Agreement above.

Contractual Obligations

The following table summarizes our contractual cash obligations, as of January 28, 2017,February 1, 2020, by future period (in thousands):

    

Payments Due by Period

    

Less Than

    

    

    

More Than

    

1 year

13 Years

35 Years

5 Years

Total

Contractual Obligations:

  

 

  

 

  

 

  

 

  

U.S. Revolving Credit Agreement (1)

$

$

$

$

$

Operating leases (2)

 

64,141

 

130,461

 

105,416

 

96,914

 

396,932

Minimum royalty and advertising payments pursuant to royalty agreements

 

5,621

 

3,590

 

 

 

9,211

Letters of credit

 

3,132

 

 

 

 

3,132

Other (3)(4)(5)

 

450

 

 

 

 

450

Total

$

73,344

$

134,051

$

105,416

$

96,914

$

409,725

 Payments Due by Period
 
Less Than
1 year
1-3 Years3-5 Years
More Than
5 Years
Total
Contractual Obligations:     
U.S. Revolving Credit Agreement (1)$
$
$
$
$
Operating leases (2)66,226
121,924
110,295
175,985
474,430
Minimum royalty and advertising payments pursuant to royalty agreements5,885
9,070
7,596

22,551
Letters of credit$4,717



4,717
Other (3)(4)(5)




Total$76,828
$130,994
$117,891
$175,985
$501,698




(1)Principal, interest, unused line fees and interestletter of credit fees and amounts payable in future periods on our U.S. Revolving Credit Agreement have been excluded from the table above, as the principal amount that will be outstanding and interest rate during any fiscal year will be dependent upon future events which are not known at this time. During Fiscal 2016,2019, we paid $2.6$1 million of interest.interest, unused line fees and letter of credit fees.

(2)Amounts included reflect the rent amounts included in determining the operating lease liabilities. Amounts to be paid in future periods for real estate taxes, sales tax, insurance, other operating expenses and contingent rent applicable to the properties pursuant to the respective operating leases have been excluded from the table above, as the amounts payable in future periods are, in most cases, not quantified in the lease agreements andor are dependent on factors which aremay not be known at this time. Such amounts incurred in Fiscal 20162019 totaled $23.9$34 million. Refer to Note 6 for disclosures about our operating lease agreements.

(3)Amounts totaling $10.9$15 million of deferred compensation obligations, which are included in other non-current liabilities in our consolidated balance sheet as of January 28, 2017,February 1, 2020, have been excluded from the table above, due to

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the uncertainty of the timing of the payment of these obligations, which are generally at the discretion of the individual employees or upon the death of the individual, respectively.individual.

(4)An environmental reserve liability of $1.2 million, which is included in other non-current liabilities in our consolidated balance sheet as of January 28, 2017 and discussed in Note 6 to our consolidated financial statements included in this report, has been excluded from the above table, as we were not contractually obligated to incur these costs as of January 28, 2017 and the timing of payment, if any, is uncertain.

(5)Non-current deferred taxes, which is the net amount of deferred tax liabilities and deferred tax assets, of $13.6$17 million included in our consolidated balance sheet as of January 28, 2017February 1, 2020 and discussed in Note 89 to our consolidated financial statements included in this report have been excluded from the above table, as deferred income tax liabilities are calculated based on temporary differences between the tax basis and book basis of assets and liabilities, which will result in taxable amounts in future years when the amounts are settled at their reported financial statement amounts. As the results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods, scheduling deferred income tax amounts by period could be misleading.
(5)Includes an estimated amount for the Fiscal 2019 contingent consideration payment to be paid in Fiscal 2020 associated with the TBBC contingent consideration arrangement. Additional amounts totaling $1 million of contingent consideration amounts, which are included in other non-current liabilities in our consolidated balance sheet as of February 1, 2020, have been excluded from the table above, due to the uncertainty of the amount or timing of these potential obligations, which are dependent upon future earnings of TBBC over the next two years.

Our anticipated capital expenditures for Fiscal 2017,2020, which are excluded from the table above as we are generally not contractually obligated to pay these amounts as of January 28, 2017,February 1, 2020, are expected to be approximately $55 million. Theseless than the Fiscal 2019 capital expenditure amounts. Due to the uncertainty created by the COVID-19 outbreak we are reassessing and deferring many capital expenditures are expectedthat were originally planned for Fiscal 2020, including direct to consist primarily of costs associated withconsumer location openings and remodels as well as information technology initiatives, including e-commerce capabilities; opening, relocating and remodeling full-price retail stores and restaurants; and facilities enhancements. Our capital expenditure amounts in future years may increase or decrease from the amounts incurred in prior years or the amount expected for Fiscal 2017 depending on the information technology initiatives, full-price retail store and restaurant openings, relocations and remodels and other infrastructure requirements deemed appropriate for that year to support future expansion of our businesses.

projects.

Off Balance Sheet Arrangements

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


CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of GAAP requires us to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, we evaluate our estimates, including those discussed below. We base our estimates on historical experience, current trends and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions. We believe it is possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. We believe that we have appropriately applied our critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to the critical accounting policies below, our consolidated statements of operations could be misstated.



A detailed summary of significant accounting policies is included in Note 1 to our consolidated financial statements contained in this report. The following is a brief discussion of the more significant estimates, assumptions and judgments we use or the amounts most sensitive to change from outside factors.

Revenue Recognition and Accounts Receivable

Our revenue consists of direct to consumer sales, which includesincluding our retail store, e-commerce and restaurant operations, and wholesale sales, as well as royalty income, which is included in royalties and other income in our consolidated statements of operations. We recognize revenue when performance obligations under the terms of the

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contracts with our customers are satisfied. Our performance obligations generally consist of delivering our products to our direct to consumer and wholesale sales. We consider revenue realized or realizablecustomers. Control of the product is generally transferred upon providing the product to consumers in our bricks and earned whenmortar retail stores and restaurants, upon physical delivery of the following criteria are met: (1) persuasive evidence of an agreement exists, (2) delivery has occurred, (3)products to consumers in our pricee-commerce operations and upon shipment from the distribution center to customers in our wholesale operations. Once control is transferred to the buyer is fixed or determinablecustomer, we have completed our performance obligations related to the contract and (4) collectibility is reasonably assured.

An areahave an unconditional right to consideration for the products sold as outlined in the contract. Our receivables resulting from contracts with customers in our direct to consumer operations are generally collected within a few days, upon settlement of judgment affecting reported revenuesthe credit card transaction. Our receivables resulting from contracts with our customers in our wholesale operations are generally due within one quarter, in accordance with established credit terms.

In the ordinary course of our wholesale operations, we offer discounts, allowances and net earnings involves estimatingcooperative advertising support to some of our wholesale customers for certain products. Wholesale sales reserves, which represent a portion of revenues not expected to be realized. We record our revenuesare recorded net of estimatedsuch discounts, allowances, co-operativecooperative advertising support, operational chargebacks and returns, as appropriate.provisions for estimated wholesale returns. As certain allowances, and other deductions and returns are not finalized until the end of a season, program or other event which may not have occurred yet, we estimate such discounts, allowances and allowancesreturns on an ongoing basis.basis to estimate the consideration from the customer that we expect to ultimately receive. We only recognize revenue to the extent that it is probable that we will not have a significant reversal of revenue in a future period. Significant considerations in determining our estimates for discounts, allowances, operational chargebacks and returns for wholesale customers may include historical and current trends, agreements with customers, projected seasonal or program results, an evaluation of current economic conditions, specific program or product expectations and retailer performance. Actual discounts and allowances to our wholesale customers have not differed materially from our estimates in prior periods. As of January 28, 2017,February 1, 2020, our total reserves for discounts, returns and allowances for our wholesale businesses were $9.3$9 million and, therefore, if the allowances changed by 10% it would have had a pre-tax impact of $0.9$1 million on earnings in Fiscal 2016.2019. The substantial majority of these reserves as of February 1, 2020 relate to our Lanier Apparel businessbusiness.

We extend credit to certain wholesale customers based on an evaluation of the customer’s financial capacity and condition, usually without requiring collateral. We recognize estimated reserves for bad debts based on our historical collection experience, the financial condition of our customers, an evaluation of current economic conditions and anticipated trends, each of which is subjective and requires certain assumptions. Actual charges for bad debts have not differed materially from our estimates in prior periods. As of February 1, 2020, our allowance for bad debts was $1 million, and therefore, if the allowance for bad debts changed by 10% it would have had a pre-tax impact of less than $1 million on earnings in Fiscal 2019. While the amounts deemed uncollectible have not been significant in recent years if, in the future, amounts due from significant customer(s) were deemed to be uncollectible as a result of January 28, 2017.

Asevents that occur subsequent to February 1, 2020, including the impact of the COVID-19 outbreak, this could result in a material charge to our consolidated statements of operations in future periods.

In our direct to consumer products may be returned after the dateoperations, consumers have certain rights to return product within a specified period and are eligible for certain point of original purchase by the consumer, we mustsale discounts, thus retail store, e-commerce and restaurant revenues are recorded net of estimated returns and discounts, as applicable. We make estimates of reserves for products which were sold prior to the balance sheet date but that we anticipate may be returned by the consumer subsequent to that date. The determination of direct to consumer return reserve amounts requires judgment and consideration of historical and current trends, evaluation of current economic trends and other factors. Our historical estimates of direct to consumer return reserves have not differed materially from actual results. As of January 28, 2017,February 1, 2020, our direct to consumer return reserve was $3.0$3 million. A 10% change in the direct to consumer sales return reserve as of January 28, 2017February 1, 2020 would have had a $0.3less than $1 million pre-tax impact on gross profit and pre-tax earnings in Fiscal 2016.

For our wholesale receiveables, we recognize estimated reserves for bad debts based on our historical collection experience, the financial condition of our customers, an evaluation of current economic conditions and anticipated trends, each of which is subjective and requires certain assumptions. Actual charges for uncollectible amounts have not differed materially from our estimates in prior periods. As of January 28, 2017, our allowance for doubtful accounts was $0.8 million, and therefore, if the allowance for doubtful accounts changed by 10% it would have had a pre-tax impact of $0.1 million on earnings in Fiscal 2016. While the amounts deemed uncollectible have not been significant in recent years if, in the future, amounts due from significant customer(s) were deemed to be uncollectible as a result of events that occur subsequent to January 28, 2017 this could result in a material charge to our consolidated statements of operations in future periods.
2019.

Inventories, net

For operating group reporting, inventory is carried at the lower of the first-in, first-out (FIFO) method cost or market. We continually evaluate the composition of our inventories, substantially all of which is finished goods inventory, for identification of distressed inventory.inventory at least quarterly. In performing this evaluation, we consider slow-turning products, an indication of lack of consumer acceptance of particular products, prior seasons'seasons’ fashion products, broken assortments, discontinued products and current levels of replenishment program products as compared to future sales estimates.expected sales. We estimate the amount of goods that we will not be able to sell in the normal course of business and write down the value of these goods as

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necessary. As the amount to be ultimately realized for the goods is not necessarily known at period end, we must utilizeuse certain assumptions considering historical experience, inventory quantity, quality, age and mix, historical sales trends, future sales projections, consumer and retailer preferences, market trends, general economic conditions and our anticipated plans to sell the inventory. Also, we provide an allowance for shrinkage, as appropriate, for the period between the last physical inventory count and each balance sheet date. Historically, our estimates of inventory markdowns and inventory shrinkage have not varied significantly from actual results.

For consolidated financial reporting, $133.8$145 million, or 94%95%, of our inventories arewere valued at the lower of the last-in, first-out (LIFO) method cost or market after deducting the $58.1$63 million LIFO reserve as of January 28, 2017.February 1, 2020. The remaining $8.4$7 million of our inventories are valued at the lower of FIFO cost or market as of January 28, 2017.February 1, 2020. LIFO reserves are based on the Producer Price Index (PPI) as published by the United States Department of Labor. We write down inventories valued at the lower of LIFO cost or market when LIFO cost exceeds market value. We deem LIFO accounting adjustments to not only include changes in the LIFO reserve, but also changes in markdown reserves which are considered in LIFO accounting. As our LIFO inventory pool does not correspond to our operating group definitions, LIFO inventory accounting adjustments are not



allocated to the respective operating groups. Thus, the impact of accounting for inventories on the LIFO method is reflected in Corporate and Other for operating group reporting purposes.

As of January 28, 2017,February 1, 2020, we had recorded a reserve of $2.2$2 million related to inventory on the lower of FIFO cost or market method and for inventory on the lower of LIFO cost or market method with markdowns in excess of our LIFO reserve. A 10% change in the amount of such markdowns would have a pre-tax impact of $0.2less than $1 million on earnings in Fiscal 2016.2019. A change in the markdowns of our inventory valued at the lower of LIFO cost or market method that is not marked down in excess of our LIFO reserve typically would not be expected to have a material impact on our consolidated financial statements. A change in inventory levels, or the mix by inventory category, at the end of future fiscal years compared to inventory balances as of January 28, 2017February 1, 2020 could result in a material impact on our consolidated financial statements as such a change may erode portions of our earlier base year layers for purposes of making our annual LIFO computation. Additionally, a change in the PPI as published by the United States Department of Labor as compared to the indexes as of January 28, 2017February 1, 2020 could result in a material impact on our consolidated financial statements as inflation or deflation would change the amount of our LIFO reserve.

Given the significant amount of uncertaintiesuncertainty surrounding the year-end LIFO calculation, including the estimate of year-end inventory balances, the proportion of inventory in each inventory category and the year-end PPI, we typically do not adjust our LIFO reserve in the first three quarters of a fiscal year. This policy may result in significant LIFO accounting adjustments in the fourth quarter of the fiscal year resulting from the year over year changes in inventory levels, the PPI and markdown reserves. We do recognize onOn a quarterly basis during each of the first three quarters of the fiscal year, we do recognize changes in markdown reserves as those amounts can be estimated on a quarterly basis.

Accounting for business combinations requires that assets and liabilities, including inventories, are recorded at fair value at acquisition.the acquisition date. In accordance with GAAP, the definition of fair value of inventories acquired generally will equal the expected sales price less certain costs associated with selling the inventory, which may exceed the actual cost of producing the acquired inventories. Based on the inventory turn of the acquired inventories, amounts are recognized as additional cost of goods sold in the periods subsequent to the acquisition as the acquired inventory is sold in the ordinary course of business. In determining the fair value of the acquired inventory, as well as the appropriate period to recognize the charge in our consolidated statements of operations as the acquired inventory is sold, we must make certain assumptions regarding costs incurred prior to acquisition for the acquired inventory, an appropriate profit allowance, estimates of the costs to sell the inventory and the timing of the sale of the acquired inventory. Such estimates involve significant uncertainty, and the use of different assumptions could have a material impact on our consolidated financial statements.

Goodwill and Intangible Assets, net

The cost of each acquired business is allocated to the individual tangible and intangible assets acquired and liabilities assumed or incurred as a result of thean acquisition based on their estimated fair values. The assessment of the estimated fair values of assets and liabilities acquired requires us to make certain assumptions regarding the use of the

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acquired assets, anticipated cash flows, probabilities of cash flows, discount rates and other factors. In mostAs a result of our prior acquisitions, significant intangible assets and goodwill were acquired resulting in $175.2$175 million of intangible assets and $60.0$67 million of goodwill in our consolidated balance sheet as of January 28, 2017.

February 1, 2020.

Our intangibles assets primarily consist of trademarks, reacquired rights and customer relationships. Goodwill is recognized as the amount by which the cost to acquire a company or group of assets exceeds the fair value of assets acquired less any liabilities assumed at acquisition. See Note 4 in our consolidated financial statements included in this report for further details about our various intangible assets and goodwill amounts.

The fair values and useful lives of these acquired intangible assets and goodwill are estimated based on our assessment as well as independent third party appraisals in some cases. Such valuations, which are dependent upon a number of uncertain factors, may include a discounted cash flow analysis of anticipated revenues and expenses or cost savings resulting from the acquired intangible asset using an estimate of a risk-adjusted market-based cost of capital as the discount rate. The valuation of intangible assets and goodwill requires significant judgment due to the variety of uncertain factors, including planned use of the intangible assets as well as estimates of net sales, royalty income, operating income, growth rates, royalty rates for the trademarks, discount rates and income tax rates, among other factors. The use of different assumptions related to these uncertain factors at acquisition or a later date could result in a material change to the amounts of intangible assets and goodwill initially recorded at acquisition, which could result in a material impact on our consolidated financial statements.

Trademarks with indefinite lives and goodwill are not amortized but instead evaluated, either qualitatively or quantitatively, for impairment annually as of the first day of the fourth quarter of our fiscal year or more frequently if events or circumstances indicate that the intangible asset or goodwill might be impaired. The evaluation of the recoverability of trademarks with indefinite lives and goodwill includes valuations based on a discounted cash flow analysis which is typically



similar to the analysis performed at acquisition. This approach is dependent upon a number of uncertain factors, including those used in the initial valuation of the intangible assets and goodwill listed above. Such estimates involve significant uncertainty, and if our plans or anticipated results change, the impact on our financial statements could be significant. If this analysis indicates an impairment of a trademark with an indefinite useful life, the amount of the impairment is recognized in the consolidated financial statements based on the amount that the carrying value exceeds the estimated fair value of the asset.

Amortization of intangible assets with finite lives, which primarily consist of trademarks, reacquired rights and customer relationships, is recognized over their estimated useful lives using the straight line method of amortization or another method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. We amortize our intangible assets with finite lives for periods of up to 20 years. The determination of an appropriate useful life for amortization is based on the remaining contractual period, as applicable, our plans for the intangible asset as well as factors outside of our control, including expected customer attrition. Intangible assets with finite lives are reviewed for impairment periodically if events or changes in circumstances indicate that the carrying amount may not be recoverable. If expected future discounted cash flows from operations are less than their carrying amounts, an asset is determined to be impaired and a loss is recorded for the amount by which the carrying value of the asset exceeds its fair value. Amortization related to intangible assets with finite lives totaled $2.2$1 million during Fiscal 20162019 and is anticipated to be approximately $2.2$1 million in Fiscal 2017.2020.

Goodwill is quantitatively evaluated for possible impairment by comparing the estimated fair value of the goodwill to its carrying value. The quantitative test includes valuations of each applicable underlying business using fair value techniques and market comparables, which may include a discounted cash flow analysis or an independent appraisal. Significant estimates, some of which may be very subjective, considered in such a discounted cash flow analysis are future cash flow projections of the business, a risk-adjusted market-based cost of capital as the discount rate, income tax rates and other assumptions. The estimates and assumptions included in the evaluation of the recoverability of goodwill involve significant uncertainty, and if our plans or anticipated results change, the impact on our financial statements could be significant. If an annual or interim analysis indicates an impairment of goodwill balances, the impairment is recognized in our consolidated financial statements as the amount that the carrying value of the goodwill exceeds the estimated fair value of the goodwill.

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Intangible assesassets and goodwill acquired in recent transactions are naturally more susceptible to impairment, primarily due to the fact thatsince they are recorded at fair value based on recent operating plans and macroeconomic conditions present at the time of acquisition. Consequently, if operating results, plans for the acquired business and/or macroeconomic conditions change after an acquisition, it could result in the impairment of the acquired assets.intangible assets or goodwill. A change in macroeconomic conditions may not only impact the estimated operating cash flows used in our cash flow models but may also impact other assumptions used in our analysis, including but not limited to, the risk-adjusted market-based cost of capital and/or discount rates. Additionally, we are required to ensure that assumptions used to determine fair value in our analyses are consistent with the assumptions a hypothetical market participant would use. Therefore, the cost of capital discount rates used in our analyses may increase or decrease based on market conditions and trends regardless of whether our actual cost of capital changed. As we acquired Southern Tide in Fiscal 2016 and TBBC in Fiscal 2017 and recorded a significant amount of intangible assets and goodwill related to this acquisition thethese reporting units, those assets recognized are more sensitive to changes in assumptions than our other intangible assets and goodwill amounts.

In Fiscal 2016,2019, Fiscal 20152018 and Fiscal 2014,2017, no impairment charges related to intangible assets or goodwill were recognized.

Other Fair Value Measurements

For many assets and liabilities, the determination of fair value may not require the use of many assumptions or other estimates. However, in some cases the assumptions or inputs associated with the determination of fair value as of a measurement date may require the use of many assumptions and may be internally derived or otherwise unobservable. We utilizeuse certain market-based and internally derived information and make assumptions about the information in (1) determining the fair values of assets and liabilities acquired as part of a business combination, as well as in other circumstances,(2) adjusting previously recordedrecognized assets and liabilities to fair value at each balance sheet date, including the fair value of any contingent consideration obligations and any lease loss obligations incurred, and(3) assessing recognized assets for impairment, including intangible assets, goodwill and property and equipment as discussed above.

equipment.

As noted above, the cost of each acquired business is allocated to the individual tangible and intangible assets acquired and liabilities assumed or incurred as a result of the acquisition based on its estimated fair value. The assessment of the estimated fair values of assets and liabilities acquired requires us to make certain assumptions regarding the use of the acquired assets, anticipated cash flows, probabilities of cash flows, discount rates and other factors. To the extent information to revise the allocation becomes available during the allocation period the allocation of the purchase price will be adjusted. Should information become available after the allocation period indicating that adjustments to the allocation are appropriate, those adjustments will be included in operating results.

For the determination of fair value for assets and liabilities acquired as part of a business combination, adjusting previously recordedrecognized assets and liabilities to fair value at each balance sheet date and assessing, and possibly adjusting, recognized assets for impairment, the assumptions, or the timing of changes in these assumptions, that we make regarding the valuation of these assets could differ significantly from the assumptions made by other parties. The use of different assumptions could result in materially different valuations for the respective assets and liabilities, which would impact our consolidated financial statements.

In connection with certain acquisitions, we have entered into contingent consideration arrangements to compensate the sellers if certain targets are achieved. For a contingent consideration arrangement if any, as of the date of acquisition we must determine the fair value of the contingent consideration which would estimate the discounted fair value of any expected



payments. Such valuation requires assumptions regarding anticipated cash flows, probabilities of cash flows, discount rates and other factors, each requiring a significant amount of judgment. Subsequent to the date of acquisition, we are required to periodically adjust the liability for the contingent consideration to reflect the fair value of the contingent consideration by reassessing any valuation assumptions as of the balance sheet date.

From time to time, we may recognize certain obligationscharges related to certain leased space associated with exiting retail or office space. In these cases, we must determine the net loss related to the space if the anticipated cash outflows for the space exceed the estimated cash inflows related to the space. While estimated cash outflows are generally known since there is an underlying lease, the estimated cash inflows for sublease rental income, if any, and other costs are often very

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subjective if there is not a sub-lease agreement in place at that time since those amounts are dependent upon many factors including, but not limited to, whether a sub-tenant will be obtained and the time required to obtain the sub-tenant as well as the rent payments and any tenant allowances agreed with the sub-tenant as part of the future lease negotiations. Also, it is possible that we could negotiate a lease termination in the future that would differ from the amount of the required payments pursuant to the lease agreement.

As Thus, our estimate of January 30, 2016, we have amounts in non-current liabilitiesa charge related to discontinued operations totaling $5.4 million related to retained leases associated with our former Ben Sherman operations. In Fiscal 2016 we took a charge of $2.8 million related to these retained lease obligations based on our updated assessment of the losses associated with the retained lease obligations. As we do not currently have a sub-lease tenant identified for the spaces or negotiated lease terminations with landlords, we have made certain assumptions about the estimated cash inflows that could partially offset cash outflows for the in-place leases. Our estimate of the liability related to the leaseobligation could change significantly as we obtain better information in the future or if our current assumptions do not materialize. The assumptions made by another party related to such leases could be different than the assumptions made by us. See Note 13

Income Taxes

Income taxes included in our consolidated financial statements includedare determined using the asset and liability method. Under this method, income taxes are recognized based on amounts of income taxes payable or refundable in this reportthe current year as well as the impact of any items that are recognized in different periods for further discussionconsolidated financial statement reporting and tax return reporting purposes. As certain amounts are recognized in different periods for consolidated financial statement and tax return reporting purposes, financial statement and tax bases of discontinued operationsassets and liabilities differ, resulting in the related lease obligations.

Income Taxes
recognition of deferred tax assets and liabilities. The deferred tax assets and liabilities reflect the estimated future tax effects attributable to these differences, as well as the impact of net operating loss, capital loss and federal and state credit carry-forwards, each as determined under enacted tax laws and rates expected to apply in the period in which such amounts are expected to be realized or settled.

We recognize deferred tax assets to the extent we believe these assets areit is more likely than not tothat these assets will be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, taxable income in carryback years, tax-planning strategies, and results of recent operations. Valuation allowances are established when we determine that it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized.

Valuation allowances, which total $4.1$5 million as of January 28, 2017,February 1, 2020, are analyzed periodically and adjusted as events occur or circumstances change that would indicate adjustments to the valuation allowances are appropriate. Valuation allowance amounts could have a material impact on our consolidated statements of operations in the future if assumptions related to valuation allowancesrealizability of the deferred tax assets changed significantly. Additionally, the timing of recognition of a valuation allowance or any reversal of a valuation allowance requires a significant amount of judgment to assess all the positive and negative evidence, particularly when operating results in the respective jurisdiction have changed or are expected to change from losses to income or from income to losses. As realization of deferred tax assets and liabilities is dependent upon future taxable income in specific jurisdictions, changes in tax laws and rates and shifts in the amount of taxable income among state and foreign jurisdictions may have a significant impact on the amount of benefit ultimately realized for deferred tax assets and liabilities.

As a global company, we are subject to income taxes in a number of domestic and foreign jurisdictions. Therefore, ourOur income tax provision involves many uncertainties due to not only the timing differences of income for financial statement reporting and tax return reporting, but also the application of complex tax laws and regulations, which are subject to interpretation and management judgment. The use of different assumptions or a change in our assumptions related to book to tax timing differences, our determination of whether foreign investments or earnings are permanently reinvested, the ability to realize uncertain tax positions, the appropriateness of valuation allowances, a reduction in valuation allowances or other considerations, transfer pricing practices, the impact of our tax planning strategies and theor a shift in earnings among jurisdictions or significance of earnings in future periods each could have a significant impact on our income tax rate. Additionally, factors impacting income taxes, including changes in tax laws or interpretations, court case decisions, statute of limitation expirations or audit settlements, could have a significant impact on our income tax rate. An increase in our consolidated income tax rate from 37.0%25.9% to 38.0%26.9% during Fiscal 20162019 would have reduced net earnings by $0.9$1 million.

Income tax expense recorded during interim periods is generally based on the expected tax rate for the year, considering projections of earnings and book to tax differences as of the balance sheet date, subject to certain limitations associated with separate foreign jurisdiction losses in interim periods. The tax rate ultimately realized for the year may increase or decrease due to actual operating results or book to tax differences varying from the amounts on which our

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interim calculations were based. Any changes in assumptions related to the need for a valuation allowance, the ability to realize an uncertain tax position, changes in enacted tax rates, the expected operating results in total or by jurisdiction for the year, or other assumptions are accounted for in the period in which the change occurs. As certain of our foreign operations are in a loss position and



realization of a future benefit for the losses is uncertain, a significant variance in losses in such jurisdictions from our expectations can have a significant impact on our expected annual tax rate. The recognition of the benefit of losses expected to be realized may be limited in an interim period and may require adjustments to tax expense in the interim period that yield an effective tax rate for the interim period that is not representative of the expected tax rate for the full year.

See Note 81 and Note 9 in our consolidated financial statements included in this report for further discussion of income taxes.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 1 in our consolidated financial statements included in this report for a discussion of recent accounting pronouncements issued by the FASB that we have not yet adopted that are expected to possiblymay have a material effect on our financial position, results of operations or cash flows.

SEASONALITY

Each of our operating groups is impacted by seasonality as the demand by specific product or style, as well as by distribution channel, may vary significantly depending on the time of year. For information regarding the impact of seasonality impact on individual operating groups and for our total company, see Part I, Item 1, Business, included in this report.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

As of February 1, 2020, we had no debt outstanding and $45 million of money market investments. However, as a result of the COVID-19 outbreak in March 2020 we drew down $200 million from our U.S. Revolving Credit Agreement to increase our cash position and help preserve our financial flexibility. As of March 30, 2020, the interest rate on the borrowings range from 2.2% to 3.5% depending on whether the borrowings are pursuant to LIBOR rate or prime rate borrowings.

We are exposed to market risk from changes in interest rates on our indebtedness,U.S. Revolving Credit Agreement if we have any borrowings outstanding which could impact our financial condition and results of operations in future periods. Our U.S. Revolving Credit Agreement accrues interest based on variable interest rates while providing the necessary borrowing flexibility we require due to the seasonality of our business and our need to fund certain product purchases with trade letters of credit. Additionally, for the amounts of unused credit under the U.S. Revolving Credit Agreement we pay unused line fees, which are based on a specified percentage of the unused line amounts.

We may attempt to limit the impact of interest rate changes on earnings and cash flow,borrowings, primarily through a mix of variable-rate and fixed-rate debt, although at times all of our debt may be either variable-rate or fixed-rate debt. Further, at times we may enter into interest rate swap arrangements related to certain of our variable-rate debt in order to fix the interest rate if we determine that our exposure to interest rate changes is higher than optimal. Our assessment also considers our need for flexibility in our borrowing arrangements resulting from the seasonality of our business, anticipated future cash flows and our expectations about the risk of future interest rate changes, among other factors. We continuously monitor interest rates to consider the sources and terms of our borrowing facilities in order to determine whether we have achieved our interest rate management objectives. We do not enter into debt agreements or interest rate hedging transactions on a speculative basis.

As

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Table of January 28, 2017, all of our $91.5 million of debt outstanding was subjectContents

Further, when we have cash and cash equivalents on hand, we are exposed to variable interest rates. Our U.S. Revolving Credit Agreement accrues interest based on variablemarket risk from changes in interest rates while providing the necessary borrowing flexibility we require due to the seasonality ofon our businesscash and cash equivalents, including those invested in money market investments. A reduction in interest rates could reduce interest income on our need to fund certain product purchases with trade letters of credit. cash and cash equivalents.

During Fiscal 2016,2019, our interest expense, net of interest income and including any unused line fees, was $3.4$1 million. Based on the average amount of variable-rate debt outstanding in Fiscal 2016,2019, a 100 basis point increase in interest rates would not have increased our interest expense, by $1.0 million. Tonet materially. Due to the extent that the amounts outstanding under our variable-rate lines of credit increase or decrease, our exposure to changes in interest rates would also change.

WeCOVID-19 outbreak, we anticipate that our average borrowings for Fiscal 2017 will generally be comparable to our average borrowings for Fiscal 2016 as Fiscal 2017 will include the full year impact of the borrowings associated with the April 2016 Southern Tide acquisition partially offset by the impact of our cash flow from operations. Interest rates in the financial markets increased in Fiscal 2016 and there are indications that interest rates may increase further in Fiscal 2017 which would increase our borrowing rates. Accordingly, we anticipate that our interest expenseoutstanding will be higher in Fiscal 20172020 than Fiscal 2016.
2019 resulting in us having increased interest expense and an increased exposure to interest rate changes.

Foreign Currency Risk

To the extent that we have assets, liabilities, revenues or expenses denominated in foreign currencies that are not hedged, we are subject to foreign currency transaction and translation gains and losses. As of January 28, 2017,February 1, 2020, our foreign currency exchange risk exposure primarily results from transactions of our businesses operating outside of the United States, which is primarily related to (1) our Tommy Bahama operations in Canada, Australia and Japan purchasing goods in United StatesU.S. dollars or other currencies which are not the functional currency of the business, which is less than 5% of our net sales, and (2) certain other transactions, including intercompany transactions.

Less than 5%

Substantially all of our net sales and our inventory purchases from our contract manufacturers in Fiscal 20162019 were denominated in currencies other than the United States dollar, while substantially all of our inventory purchases, including goods for operations in Canada, Japan and Australia, from contract manufacturers throughout the world are denominated in United StatesU.S. dollars. Purchase prices for our products may be impacted by fluctuations in the exchange rate between the United StatesU.S. dollar and the local currencies of the contract



manufacturers, which may have the effect of increasing our cost of goods sold in the future even though our inventory is purchased on a United StatesU.S. dollar denominated arrangement. Additionally, to the extent that the exchange rate between the United StatesU.S. dollar and the currency that the inventory will be sold in (e.g. the Canadian dollar, Australian dollar or Japanese Yen) changes, the gross margins of those businesses could be impacted, significantly, particularly if we are not able to increase sales prices to our customers.
We

While we may enter into short-term forward foreign currency exchange contracts in the ordinary course of business from time to time in order to mitigate a portion of the risk associated with foreign currency exchange rate fluctuations related to purchases of inventory or selling goods in currencies other than the functional currencies by certain of our foreign operations. Asoperations as of January 28, 2017,February 1, 2020 and during Fiscal 2019, we were not a party to any foreign currency forward exchange contracts. Due to the limited magnitude and the uncertainty about timing of cash flows provided by or used in the Tommy BahamaHowever, if our international operations in Canada, Australia and Japan, we have not historically entered into forward foreign currency exchange contract for these operations. However,expand, it may be appropriate in the future to enter into hedging arrangements for thesecertain operations. At this time, we do not anticipate that the impact of foreign currency changes on Tommy Bahama'sour international operations would have a material impact on Tommy Bahama'sour operating income or our consolidated net earnings in Fiscal 2017the near term given the proportion of Tommy Bahama'sour operations in international markets.

In addition to foreign currency risks related to specific transactions listed above, we also have foreign currency exposure risk associated with translating the financial statements of our foreign operations with a functional currency other than the United StatesU.S. dollar into United StatesU.S. dollars for financial reporting purposes. A strengthening United StatesU.S. dollar could result in lower levels of sales and earnings in our consolidated statements of operations in future periods although the sales and earnings in the foreign currencies could be equal to or greater than amounts as reported in the prior year. Alternatively, if foreign operations have operating losses, then a strengthening United StatesU.S. dollar could result in lower losses although the losses in foreign currencies could be equal to or greater than amounts as previously reported.

As of February 1, 2020, accumulated other comprehensive loss in our consolidated balance sheets related to our Canada and Australia investments and operations were $3 million and $1 million, respectively, after the amounts related to Japan were recognized in our consolidated statement of operations in Fiscal 2019.

We view our foreign investments as long term and we generally do not hedge such foreign investments. Also, we do not hold or issue any derivative financial instruments related to foreign currency exposure for speculative purposes.

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Commodity and Inflation Risk

We are affected by inflation and changing prices through the purchase of full-package finished goods from contract manufacturers, who manufacture products consisting of various raw material components. Inflation/deflation risks are managed by each operating group, through, when possible, through negotiating product prices in advance, selective price increases productivity improvements and cost containment initiatives. We have not historically entered into significant long-term sales or purchase contracts or engaged in hedging activities with respect to our commodity risk.

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Item 8.  Financial Statements and Supplementary Data


OXFORD INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

($ in thousands, except par amounts)

OXFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
($ in thousands, except par amounts)

 January 28, 2017January 30, 2016
ASSETS  
Current Assets  
Cash and cash equivalents$6,332
$6,323
Receivables, net58,279
59,065
Inventories, net142,175
129,136
Prepaid expenses24,842
22,272
Total Current Assets$231,628
$216,796
Property and equipment, net193,931
184,094
Intangible assets, net175,245
143,738
Goodwill60,015
17,223
Other non-current assets, net24,340
20,839
Total Assets$685,159
$582,690
LIABILITIES AND SHAREHOLDERS' EQUITY  
Current Liabilities  
Accounts payable$76,825
$68,306
Accrued compensation19,711
30,063
Other accrued expenses and liabilities32,000
28,136
Liabilities related to discontinued operations2,860
2,394
Total Current Liabilities$131,396
$128,899
Long-term debt91,509
43,975
Other non-current liabilities70,002
67,188
Deferred taxes13,578
3,657
Liabilities related to discontinued operations2,544
4,571
Commitments and contingencies

Shareholders' Equity  
Common stock, $1.00 par value per share16,769
16,601
Additional paid-in capital131,144
125,477
Retained earnings233,493
199,151
Accumulated other comprehensive loss(5,276)(6,829)
Total Shareholders' Equity$376,130
$334,400
Total Liabilities and Shareholders' Equity$685,159
$582,690

    

February 1,

    

February 2,

2020

2019

ASSETS

Current Assets

Cash and cash equivalents

$

52,460

$

8,327

Receivables, net

 

58,724

 

69,037

Inventories, net

 

152,229

 

160,656

Prepaid expenses and other current assets

 

25,413

 

31,768

Total Current Assets

$

288,826

$

269,788

Property and equipment, net

 

191,517

 

192,576

Intangible assets, net

 

175,005

 

176,176

Goodwill

 

66,578

 

66,621

Operating lease assets

287,181

Other non-current assets, net

 

24,262

 

22,093

Total Assets

$

1,033,369

$

727,254

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

Current Liabilities

 

  

 

  

Accounts payable

$

65,491

$

81,612

Accrued compensation

 

19,363

 

24,226

Current operating lease liabilities

 

50,198

 

Other accrued expenses and liabilities

 

42,727

 

36,371

Total Current Liabilities

$

177,779

$

142,209

Long-term debt

 

 

12,993

Non-current operating lease liabilities

 

291,886

 

Other non-current liabilities

 

18,566

 

75,286

Deferred taxes

 

16,540

 

18,411

Commitments and contingencies

 

 

Shareholders’ Equity

 

 

  

Common stock, $1.00 par value per share

 

17,040

 

16,959

Additional paid-in capital

 

149,426

 

142,976

Retained earnings

 

366,793

 

323,515

Accumulated other comprehensive loss

 

(4,661)

 

(5,095)

Total Shareholders’ Equity

$

528,598

$

478,355

Total Liabilities and Shareholders’ Equity

$

1,033,369

$

727,254

See accompanying notes.



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OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
($ and shares in thousands, except per share amounts)
 Fiscal  
 2016
Fiscal  
 2015
Fiscal  
 2014
Net sales$1,022,588
$969,290
$920,325
Cost of goods sold439,814
411,185
402,376
Gross profit$582,774
$558,105
$517,949
SG&A507,070
475,031
439,069
Royalties and other operating income14,180
14,440
13,939
Operating income$89,884
$97,514
$92,819
Interest expense, net3,421
2,458
3,236
Earnings from continuing operations before income taxes$86,463
$95,056
$89,583
Income taxes31,964
36,519
35,786
Net earnings from continuing operations$54,499
$58,537
$53,797
Loss from discontinued operations, net of taxes(2,038)(27,975)(8,039)
Net earnings$52,461
$30,562
$45,758
    
Net earnings from continuing operations per share:   
Basic$3.30
$3.56
$3.27
Diluted$3.27
$3.54
$3.27
Loss from discontinued operations, net of taxes, per share:   
Basic$(0.12)$(1.70)$(0.49)
Diluted$(0.12)$(1.69)$(0.49)
Net earnings per share:   
Basic$3.18
$1.86
$2.79
Diluted$3.15
$1.85
$2.78
Weighted average shares outstanding:   
Basic16,522
16,456
16,429
Diluted16,649
16,559
16,471
Dividends declared per share$1.08
$1.00
$0.84

OXFORD INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

($ and shares in thousands, except per share amounts)

Fiscal

    

Fiscal

    

Fiscal

2019

2018

2017

Net sales

$

1,122,790

$

1,107,466

$

1,086,211

Cost of goods sold

 

477,823

 

470,342

 

473,579

Gross profit

$

644,967

$

637,124

$

612,632

SG&A

 

566,149

 

560,508

 

540,517

Royalties and other operating income

 

14,857

 

13,976

 

13,885

Operating income

$

93,675

$

90,592

$

86,000

Interest expense, net

 

1,245

 

2,283

 

3,109

Earnings before income taxes

$

92,430

$

88,309

$

82,891

Income taxes

 

23,937

 

22,018

 

18,190

Net earnings from continuing operations

$

68,493

$

66,291

$

64,701

Income from discontinued operations, net of taxes

 

 

 

389

Net earnings

$

68,493

$

66,291

$

65,090

Net earnings from continuing operations per share:

 

  

 

  

 

  

Basic

$

4.09

$

3.97

$

3.90

Diluted

$

4.05

$

3.94

$

3.87

Income from discontinued operations, net of taxes, per share:

 

  

 

  

 

  

Basic

$

$

$

0.02

Diluted

$

$

$

0.02

Net earnings per share:

 

  

 

  

 

  

Basic

$

4.09

$

3.97

$

3.92

Diluted

$

4.05

$

3.94

$

3.89

Weighted average shares outstanding:

 

  

 

  

 

  

Basic

 

16,756

 

16,678

 

16,600

Diluted

 

16,914

 

16,842

 

16,734

Dividends declared per share

$

1.48

$

1.36

$

1.08

See accompanying notes.


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OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in thousands)
 Fiscal  
 2016
Fiscal  
 2015
Fiscal  
 2014
Net earnings$52,461
$30,562
$45,758
Other comprehensive income, net of taxes:   
Foreign currency translation adjustment1,553
24,071
(7,617)
Net (loss) gain on cash flow hedges
(746)1,081
Total other comprehensive income (loss), net of taxes$1,553
$23,325
$(6,536)
Comprehensive income$54,014
$53,887
$39,222

OXFORD INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ in thousands)

Fiscal

    

Fiscal

    

Fiscal

2019

2018

2017

Net earnings

$

68,493

$

66,291

$

65,090

Other comprehensive income (loss), net of taxes:

 

  

 

  

 

  

Net foreign currency translation adjustment

 

434

 

(1,021)

 

1,202

Comprehensive income

$

68,927

$

65,270

$

66,292

See accompanying notes.


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OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
($ in thousands)
 
Common
Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Total
February 1, 2014$16,416
$114,021
$153,344
$(23,618)$260,163
Net earnings and other comprehensive loss

45,758
(6,536)39,222
Shares issued under equity plans62
928


990
Compensation expense for equity awards
4,103


4,103
Cash dividends declared and paid

(13,873)
(13,873)
January 31, 2015$16,478
$119,052
$185,229
$(30,154)$290,605
Net earnings and other comprehensive income

30,562
23,325
53,887
Shares issued under equity plans123
1,184


1,307
Compensation expense for equity awards
5,241


5,241
Cash dividends declared and paid

(16,640)
(16,640)
January 30, 2016$16,601
$125,477
$199,151
$(6,829)$334,400
Net earnings and other comprehensive income

52,461
1,553
54,014
Shares issued under equity plans196
1,061


1,257
Compensation expense for equity awards
6,445


6,445
     Repurchase of shares(28)(1,839)
���
(1,867)
Cash dividends declared and paid

(18,119)
(18,119)
January 28, 2017$16,769
$131,144
$233,493
$(5,276)$376,130

OXFORD INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

($ in thousands)

    

    

    

    

Accumulated

    

Additional

Other

Common

Paid-In

Retained

Comprehensive

Stock

Capital

Earnings

(Loss) Income

Total

January 28, 2017

$

16,769

$

131,144

$

233,493

$

(5,276)

$

376,130

Net earnings and other comprehensive income

 

 

 

65,090

 

1,202

 

66,292

Shares issued under equity plans

 

110

 

1,273

 

 

 

1,383

Compensation expense for equity awards

 

 

6,413

 

 

 

6,413

Repurchase of shares

 

(40)

 

(2,166)

 

 

 

(2,206)

Cash dividends declared and paid

 

 

 

(18,188)

 

 

(18,188)

February 3, 2018

$

16,839

$

136,664

$

280,395

$

(4,074)

$

429,824

Net earnings and other comprehensive income

 

 

 

66,291

 

(1,021)

 

65,270

Shares issued under equity plans

 

150

 

1,306

 

 

 

1,456

Compensation expense for equity awards

 

 

7,327

 

 

 

7,327

Repurchase of shares

 

(30)

 

(2,321)

 

 

 

(2,351)

Cash dividends declared and paid

 

 

 

(23,054)

 

 

(23,054)

Cumulative effect of change in accounting standard

 

 

 

(117)

 

 

(117)

February 2, 2019

$

16,959

$

142,976

$

323,515

$

(5,095)

$

478,355

Net earnings and other comprehensive income (loss)

 

 

 

68,493

 

434

 

68,927

Shares issued under equity plans

 

116

 

1,523

 

 

 

1,639

Compensation expense for equity awards

 

 

7,620

 

 

 

7,620

Repurchase of shares

 

(35)

 

(2,693)

 

 

 

(2,728)

Cash dividends declared and paid

 

 

 

(25,215)

 

 

(25,215)

Cumulative effect of change in accounting standard

 

 

 

 

 

February 1, 2020

$

17,040

$

149,426

$

366,793

$

(4,661)

$

528,598

See accompanying notes.


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OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
 Fiscal 2016Fiscal 2015Fiscal 2014
Cash Flows From Operating Activities:   
Net earnings$52,461
$30,562
$45,758
Adjustments to reconcile net earnings to cash provided by operating activities:   
Depreciation40,069
34,476
35,165
Amortization of intangible assets2,150
1,951
2,481
Equity compensation expense6,445
5,241
4,103
Change in fair value of contingent consideration

275
Amortization of deferred financing costs693
385
385
Loss on sale of discontinued operations
20,517

Gain on sale of property and equipment
(853)
Deferred income taxes7,880
(361)(3,217)
Changes in working capital, net of acquisitions and dispositions, if any:   
Receivables, net7,377
11,371
(5,672)
Inventories, net4,222
(8,058)(7,101)
Prepaid expenses(1,799)(2,641)(1,646)
Current liabilities434
(553)18,314
Other non-current assets, net(2,086)1,819
37
Other non-current liabilities719
11,517
6,527
Cash provided by operating activities$118,565
$105,373
$95,409
Cash Flows From Investing Activities:   
Acquisitions, net of cash acquired(95,046)

Purchases of property and equipment(49,415)(73,082)(50,355)
Proceeds from sale of discontinued operations(2,030)59,336

Other investing activities
(200)
Cash used in investing activities$(146,491)$(13,946)$(50,355)
Cash Flows From Financing Activities:   
Repayment of revolving credit arrangements(430,995)(345,485)(352,784)
Proceeds from revolving credit arrangements478,529
281,852
320,548
Deferred financing costs paid(1,438)

Payment of contingent consideration amounts earned
(12,500)(2,500)
Proceeds from issuance of common stock1,257
1,307
990
Repurchase of stock awards for employee tax withholding liabilities(1,867)

Cash dividends declared and paid(18,119)(16,640)(13,873)
Cash provided by (used in) financing activities$27,367
$(91,466)$(47,619)
Net change in cash and cash equivalents$(559)$(39)$(2,565)
Effect of foreign currency translation on cash and cash equivalents568
1,081
(637)
Cash and cash equivalents at the beginning of year6,323
5,281
8,483
Cash and cash equivalents at the end of year$6,332
$6,323
$5,281
Supplemental disclosure of cash flow information:   
Cash paid for interest, net$2,626
$2,301
$3,297
Cash paid for income taxes$29,872
$35,369
$41,806

OXFORD INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)

Fiscal

    

Fiscal

    

Fiscal

2019

    

2018

    

2017

Cash Flows From Operating Activities:

 

  

 

  

 

  

Net earnings

$

68,493

$

66,291

$

65,090

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

  

 

  

 

  

Depreciation

 

39,116

 

39,880

 

39,998

Amortization of intangible assets

 

1,171

 

2,610

 

2,404

Equity compensation expense

 

7,620

 

7,327

 

6,413

Amortization of deferred financing costs

 

384

 

424

 

431

Change in fair value of contingent consideration

 

431

 

970

 

Deferred income taxes

 

(1,973)

 

2,927

 

1,817

Changes in working capital, net of acquisitions and dispositions:

 

  

 

  

 

  

Receivables, net

 

10,271

 

(1,560)

 

(8,270)

Inventories, net

 

8,187

 

(36,518)

 

19,504

Prepaid expenses and other current assets

 

606

 

5,848

 

(10,479)

Current liabilities

 

(14,282)

 

5,081

 

1,287

Other non-current assets, net

(283,335)

2,286

(642)

Other non-current liabilities

285,237

811

1,040

Cash provided by operating activities

$

121,926

$

96,377

$

118,593

Cash Flows From Investing Activities:

 

  

 

  

 

  

Acquisitions, net of cash acquired

 

 

(354)

 

(15,529)

Purchases of property and equipment

 

(37,421)

 

(37,043)

 

(38,748)

Cash used in investing activities

$

(37,421)

$

(37,397)

$

(54,277)

Cash Flows From Financing Activities:

 

  

 

  

 

  

Repayment of revolving credit arrangements

 

(122,241)

 

(290,526)

 

(295,326)

Proceeds from revolving credit arrangements

 

109,248

 

257,710

 

249,625

Deferred financing costs paid

(952)

Proceeds from issuance of common stock

 

1,639

 

1,456

 

1,383

Repurchase of equity awards for employee tax withholding liabilities

 

(2,728)

 

(2,351)

 

(2,206)

Cash dividends declared and paid

 

(25,215)

 

(23,054)

 

(18,188)

Other financing activities

 

(1,049)

 

 

Cash used in financing activities

$

(41,298)

$

(56,765)

$

(64,712)

Net change in cash and cash equivalents

$

43,207

$

2,215

$

(396)

Effect of foreign currency translation on cash and cash equivalents

 

926

 

(231)

 

407

Cash and cash equivalents at the beginning of year

 

8,327

 

6,343

 

6,332

Cash and cash equivalents at the end of the period

$

52,460

$

8,327

$

6,343

See accompanying notes.



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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

January 28, 2017

February 1, 2020

Note 1. Summary of Significant Accounting Policies

Principal Business Activity

We are a global apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama®, Lilly Pulitzer® and Southern Tide® lifestyle brands and other owned brands and licensed brands as well as private label apparel products. We distribute our owned lifestyle branded products through our direct to consumer channel, consisting of retail stores and e-commerce sites, and our wholesale distribution channel, which includes better department stores, specialty stores, multi-branded e-commerce retailers and specialty stores.other retailers. Additionally, we operate Tommy Bahama restaurants, including Marlin Bars, generally adjacent to selecteda Tommy Bahama retail stores.store location. Our branded and private label apparel products of Lanier Apparel are distributed through department stores, national chains, warehouse clubs, specialty stores, specialty catalogs, multi-branded e-commerce retailers and internetother retailers.

Unless otherwise indicated, all references to assets, liabilities, revenues and expenses in our consolidated financial statements reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group, as discussed in Note 13.

Fiscal Year

We operate and report on a 52/53 week fiscal year. Our fiscal year ends on the Saturday closest to January 31. As used in our consolidated financial statements, the terms Fiscal 2014,2017, Fiscal 2015,2018, Fiscal 20162019 and Fiscal 20172020 reflect the 5253 weeks ended January 31, 2015; February 3, 2018; 52 weeks ended February 2, 2019; 52 weeks ended February 1, 2020 and 52 weeks ending January 30, 2016; 52 weeks ended January 28, 2017; and 53 weeks ending February 3, 2018,2021, respectively.

Principles of Consolidation

Our consolidated financial statements include the accounts of Oxford Industries, Inc. and any other entities in which we have a controlling financial interest, including our wholly-owned domestic and foreign subsidiaries, or variable interest entities for which we are the primary beneficiary, if any.beneficiary. Generally, we consolidate businesses that we control through ownership of a majority voting interest. However,Additionally, there are situations in which consolidation is required even though the usual condition of consolidation (ownership of a majority voting interest) does not apply. In determining whether a controlling financial interest exists, we consider ownership of voting interests, as well as other rights of the investors which might indicate which investor is the primary beneficiary. The primary beneficiary has both the power to direct the activities of the entity that most significantly impact the entity'sentity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. The results of operations of acquired businesses are included in our consolidated statements of operations from the respective dates of the acquisitions.

We account for investments in which we exercise significant influence, but do not control via voting rights and were determined to not be the primary beneficiary, using the equity method of accounting. Generally, we determine that we exercise significant influence over a corporation or a limited liability company when we own 20% or more or 3% or more, respectively, of the voting interests unless the facts and circumstances of that investment do not indicate that we have the ability to exhibit significant influence. Under the equity method of accounting, original investments are recorded at cost, and are subsequently adjusted for our contributions to, distributions from and share of income or losses of the entity. Our investmentsInvestments accounted for using the equity method of accounting are included in other non-current assets in our consolidated balance sheets, while the income or loss related to our investments accounted for using the equity method of accounting is included in royalties and other operating income in our consolidated statements of operations.

All significant intercompany accounts and transactions are eliminated in consolidation.

Business Combinations

The cost of each acquired business is allocated to the individual tangible and intangible assets acquired and liabilities assumed or incurred as a result of an acquisition based on their estimated fair values. The assessment of the estimated fair values of assets and liabilities acquired requires us to make certain assumptions regarding the use of the

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

acquired assets, anticipated cash flows, probabilities of cash flows, discount rates and other factors. Additionally, the definition of fair value of inventories acquired generally will equal the expected sales price less certain costs associated with selling the inventory, which may exceed the actual cost of the acquired inventories resulting in an inventory step-up to fair value at acquisition, which would be recognized in our consolidated statements of operations as the acquired inventory is sold. The purchase price allocation may be revised during an allocation period as necessary when, and if, information becomes available to revise the fair values of the assets acquired and the liabilities assumed. The allocation period will not exceed one year from the date of the acquisition. Should information become available after the allocation period indicating that an adjustment to the purchase price allocation is appropriate, that adjustment will be included


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)

in our consolidated statements of operations. The results of operations of acquired businesses are included in our consolidated statements of operations from the respective dates of the acquisitions. Transaction costs related to business combinations are included in SG&A in our consolidated statements of operations as incurred. Refer to Note 12 for additional disclosures related to business combinations.

Revenue Recognition and Accounts Receivable

Receivables

In May 2014, the FASB issued guidance, as revised through supplemental guidance, which provided a single, comprehensive accounting model for revenue arising from contracts with customers. Under the new guidance, which we adopted as of the first day of Fiscal 2018, revenue is recognized at an amount that reflects the consideration expected to be received for those goods and services pursuant to a five-step approach: (1) identify the contracts with the customer; (2) identify the separate performance obligations in the contracts; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when, or as, each performance obligation is satisfied. This new revenue recognition guidance superseded most of the prior revenue recognition guidance, which generally specified that revenue should be recognized when risks and rewards transfer to a customer.

At adoption in Fiscal 2018, we used the modified retrospective method, applying the guidance only to contracts that were not completed prior to Fiscal 2018. There was no adjustment to retained earnings for the cumulative effect of applying the guidance upon adoption as there was no change in the timing or amount of revenue recognition for any of our revenue streams. Our accounting policies and practices for Fiscal 2018 and Fiscal 2019, pursuant to the new guidance, are discussed below, followed by a brief description of our historical accounting policies and practices for Fiscal 2017, pursuant to the prior revenue recognition guidance.

Our revenue consists of direct to consumer sales, including our retail store, e-commerce and restaurant operations, and wholesale sales, as well as royalty income, which is included in royalties and other income in our consolidated statements of operations. The table below quantifies the amount of net sales by distribution channel (in thousands) for each period presented.

    

Fiscal

    

Fiscal

    

Fiscal

2019

    

2018

    

2017

Retail

$

440,803

$

439,556

$

427,439

E-commerce

 

262,283

 

239,034

 

205,475

Restaurant

 

83,836

 

84,530

 

83,900

Wholesale

 

333,986

 

341,615

 

366,123

Other

 

1,882

 

2,731

 

3,274

Net sales

$

1,122,790

$

1,107,466

$

1,086,211

Pursuant to the new revenue recognition guidance, we recognize revenue when performance obligations under the terms of the contracts with our customers are satisfied. Our performance obligations generally consist of delivering our products to our direct to consumer and wholesale customers. Control of the product is generally transferred upon providing the product to consumers in our bricks and mortar retail stores and restaurants, upon physical delivery of the products to consumers in our e-commerce operations and upon shipment from the distribution center to customers in our wholesale operations. Once control is transferred to the customer, we have completed our performance obligations related to the contract and have an unconditional right to consideration for the products sold as outlined in the contract.

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our receivables resulting from contracts with customers in our direct to consumer operations are generally collected within a few days, upon settlement of the credit card transaction. Our receivables resulting from contracts with our customers in our wholesale operations are generally due within one quarter, in accordance with established credit terms. All of our performance obligations under the terms of our contracts with customers in our direct to consumer and wholesale operations have an expected original duration of one year or less. Our revenue, including any freight income, is recognized net of applicable taxes in our consolidated statements of operations, consists ofoperations.

In our direct to consumer sales, which include retail store, e-commerceoperations, consumers have certain rights to return product within a specified period and restaurant and sales, and wholesale sales. We consider revenue realized or realizable and earned when the following criteria are met: (1) persuasive evidence of an agreement exists, (2) delivery has occurred, (3) our price to the buyer is fixed or determinable and (4) collectibility is reasonably assured.

Retail store, e-commerce and restaurant revenues are recognized at the timeeligible for certain point of sale to consumers, which is at the time of purchase fordiscounts, thus retail and restaurant transactions and the time of delivery to consumers for e-commerce sales. Each of these types of transactions requires payment at the time of the transaction, which is typically made via a credit card and collected by us upon settlement of the credit card transaction within a few days. Retail store, e-commerce and restaurant revenues are recorded net of estimated returns and discounts, as applicable.
For The sales withinreturn allowance is recognized on a gross basis as a return liability for the amount of sales estimated to be returned and a return asset for the right to recover the product estimated to be returned by the customer. The value of inventory associated with a right to recover the goods returned in our direct to consumer operations are included in prepaid expenses and other current assets in our consolidated balance sheets. The changes in the return liability are recognized in net sales and the changes in the return asset are recognized in cost of goods sold in our consolidated statements of operations.

In the ordinary course of our wholesale operations, we consider a submitted purchase order oroffer discounts, allowances and cooperative advertising support to some form of electronic communication from the customer requesting shipment of the goods to be persuasive evidence of an agreement. For substantially all of our wholesale sales, our productscustomers for certain products. Some of these arrangements are considered sold and delivered atwritten agreements, while others may be implied by customary practices or expectations in the time of shipment. For certain transactions in which the goods do not pass through our owned or third party distribution centers and title and the risks and rewards of ownership pass at the time the goods leave the foreign port, revenue is recognized at that time.

In the normal course of business we offer certain discounts or allowances to our wholesale customers. Wholesale sales are recorded net of such discounts and allowances, as well as advertising support not specifically relating to the reimbursement for actual advertising expenses by our customers, operational chargebacks and provisions for estimated returns.industry. As certain allowances, and other deductions and returns are not finalized until the end of a season, program or other event which may not have occurred yet, we estimate such discounts, allowances and allowancesreturns on an ongoing basis.basis to estimate the consideration from the customer that we expect to ultimately receive. We only recognize revenue to the extent that it is probable that we will not have a significant reversal of revenue in a future period. Significant considerations in determining our estimates for discounts, allowances, operational chargebacks and returns for wholesale customers may include historical and current trends, agreements with customers, projected seasonal or program results, an evaluation of current economic conditions, specific program or product expectations and retailer performance. We record the discounts, returns, allowances and allowancesoperational chargebacks as a reduction to net sales in our consolidated statements of operations and as a reduction to receivables, net in our consolidated balance sheets, with the estimated value of inventory expected to be returned in prepaid expenses and other current assets in our consolidated balance sheets. As of January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, reserve balances recorded as a reduction to receivables related to these items were $9.3$9 million and $8.4$7 million, respectively.

We extend credit to certain wholesale customers based on an evaluation of the customer'scustomer’s financial capacity and condition, usually without requiring collateral. In circumstances where we become aware of a specific wholesale customer'scustomer’s inability to meet its financial obligations, a specific reserve for bad debt is taken as a reduction to accounts receivable to reduce the net recognized receivable to the amount reasonably expected to be collected. Such amounts are written off at the time that the amounts are not considered collectible. For all other wholesale customers,customer receivable amounts, we recognize estimated reserves for bad debts based on our historical collection experience, the financial condition of our customers, an evaluation of current economic conditions and anticipated trends, each of which is subjective and requires certain assumptions. We include such charges and write-offs in SG&A in our consolidated statements of operations and as a reduction to receivables, net in our consolidated balance sheets. As of January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, our bad debt reserve balances were $0.8balance was $1 million.

In addition to trade and other receivables, income tax receivables of $1 million and $0.5$1 million and tenant allowances due from landlord of $1 million and $0 million are included in receivables, net in our consolidated balance sheet, as of February 1, 2020 and February 2, 2019, respectively. Substantially all other amounts recognized in receivables, net represent receivables related to contracts with customers. As of February 1, 2020 and February 2, 2019, prepaid expenses and other current assets included $3 million and $2 million, respectively, representing the estimated value of inventory for wholesale and direct to consumer sales returns. An estimated sales return liability of $3 million for expected direct to consumer returns is classified in other accrued expenses and liabilities in our consolidated balance sheet as of February 1, 2020 and February 2, 2019. We did not have any significant contract assets related to contracts

Gift

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

with customers, other than receivables and the value of inventory associated with reserves for expected sales returns, as of February 1, 2020 or February 2, 2019.

In addition to our estimated return amounts, our contract liabilities related to contracts with customers include gift cards and merchandise credits issued by us, which do not have an expiration date, but are redeemable on demand by the holder of the card. Historically, substantially all gift cards and merchandise credits are redeemed within one year of issuance. Gift cards and merchandise credits are recorded as a liability until they areour performance obligation is satisfied, which occurs when redeemed by the consumer, at which point revenue is recognized. WeHowever, we recognize estimated breakage income for certain gift cards and merchandise credits using the redemption recognition method, subject to applicable laws in certain states, using the redemption recognition method or in some cases when we determine that the likelihood of the redemption of the gift cards and merchandise credits is remote. Deferred revenuestates. 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 other accrued expenses and liabilities in our consolidated balance sheets and totaled $9.5 million and $8.5$12 million as of January 28, 2017February 1, 2020 and January 30, 2016, respectively.February 2, 2019. Gift card breakage, which was not material in any period presented, is included in net sales in our consolidated statements of operations.

operations, was $2 million, $0 million and $1 million in Fiscal 2019, Fiscal 2018 and Fiscal 2017, respectively.

Royalties from the license of our owned brands, which are generally based on the greater of a percentage of the licensee'slicensee’s actual net sales or a contractually determined minimum royalty amount, are recognized over the period that licensees are provided access to our trademarks and benefit from such access through their sales. Payments are generally due quarterly, and depending on time of receipt, may be recorded as a liability until recognized as revenue. Royalty income is based upon the guaranteed minimum


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)

levels royalty obligations and adjusted as sales data, or estimates thereof, is received from licensees. In some cases, we may receive initial payments for the grant of license rights, which are recognized as revenue over the term of the license agreement. Royalty income, was $14.0 million, $14.2 million and $13.7 million during Fiscal 2016, Fiscal 2015 and Fiscal 2014, respectively, andwhich is included in royalties and other operating income in our consolidated statements of operations.
operations, were $15 million, $14 million and $14 million during Fiscal 2019, Fiscal 2018 and Fiscal 2017, respectively.

During Fiscal 2017, pursuant to the previous revenue recognition guidance, we considered revenue realized or realizable and earned when the following criteria were met: (1) persuasive evidence of an agreement existed, (2) delivery had occurred, (3) our price to the buyer was fixed or determinable and (4) collectability was reasonably assured. Retail store, e-commerce and restaurant revenues were recognized at the time of sale to consumers, which was at the time of purchase for retail and restaurant transactions and the time of delivery to consumers for e-commerce sales. Retail store, e-commerce and restaurant revenues were recorded net of estimated returns and discounts, as applicable. In Fiscal 2017, for substantially all of our wholesale sales, our products were considered sold and delivered at the time of shipment from our distribution center and recorded net of related discounts, cooperative advertising support, operational chargebacks and provisions for estimated returns. As certain allowances and other deductions were not finalized until the end of a season, program or other event which may not have had occurred yet, we estimated such discounts and allowances on an ongoing basis.

Cost of Goods Sold

We include in cost of goods sold all sourcing, procurement and procurementother costs and expenses incurred prior to or in association with the receipt of finished goods at our distribution facilities, as well as freight from our warehouse to our own retail stores, wholesale customers and e-commerce consumers. The costs prior to receipt at our distribution facilities include product cost, inbound freight charges, import costs, purchasing costs, internal transfer costs, direct labor, manufacturing overhead, insurance, duties, brokers'brokers’ fees, consolidators'consolidators’ fees and depreciation and amortization expense associated with our manufacturing, sourcing and procurement operations. We generally classify amounts billed to customers for freight in net sales, and classify freight costs for shipments to customers in cost of goods sold in our consolidated statements of operations. Our gross profit and gross margins may not be directly comparable to those of our competitors, as statement of operations classifications of certain expenses may vary by company.

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Table of Contents

OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

SG&A

We include in SG&A costs incurred subsequent to the receipt of finished goods at our distribution facilities, such as the cost of inspection, stocking, warehousing, picking and packing, and all costs associated with the operations of our retail stores, e-commerce sites, restaurants and concessions, such as labor, occupancy costs, store and restaurant pre-opening costs (including rent, marketing, store set-up costs and training expenses) and other fees. SG&A also includes product design costs, selling costs, royalty costs,expense, advertising, promotion and marketing expenses, professional fees, other general and administrative expenses, our corporate overhead costs and amortization of intangible assets.

Distribution network costs, including costs associated with preparing goods to ship to customers and our costs to operate our distribution facilities, as well as shipping and handling, are included as a component of SG&A. We consider distribution network costs to be the costs associated with operating our distribution centers, as well as the costs paid to third parties who perform those services for us. In Fiscal 2016,2019, Fiscal 20152018 and Fiscal 2014,2017, distribution network costs including shipping and handling, included in SG&A totaled $23.6$30 million, $21.6$28 million and $19.8$25 million, respectively. We generally classify amounts billed to customers for shipping and handling fees in net sales, and classify outbound shipping costs in cost of goods sold in our consolidated statements of operations.

All costs associated with advertising, promotion and marketing of our products are expensed in SG&A during the period when the advertisement is first shown. Costs associated with cooperative advertising programs under which we agree to make general contributions to our wholesale customers'customers’ advertising and promotional funds are generally recorded as a reduction to net sales as recognized. If we negotiate an advertising plan and share in the cost for an advertising plan that is for specific ads run for products purchased by the customer from us, and the customer is required to provide proof that the advertisement was run, such costs are generally recognized as SG&A. Advertising, promotion and marketing expenses includedrecognized in SG&A, including employment costs for our advertising and marketing employees, for Fiscal 2016,2019, Fiscal 20152018 and Fiscal 20142017 were $42.6$60 million, $34.5$64 million and $32.2$55 million, respectively. Prepaid advertising, promotion and marketing expenses included in prepaid expenses in our consolidated balance sheets as of January 28, 2017February 1, 2020 and January 30, 2016February 2, 2019 were $3.7 million and $2.5 million, respectively.

Royalties$5 million.

Royalty expense related to our license of third party brands, which are generally based on the greater of a percentage of our actual net sales for the brand or a contractually determined minimum royalty amount, are recorded based upon the guaranteed minimum levels and adjusted based on our net sales of the brandedlicensed products, as appropriate. In some cases, we may be required to make certain up-front payments for the license rights, which are deferred and recognized as royalty expense over the term of the license agreement. Royalty expenses recognized as SG&A in Fiscal 2016,2019, Fiscal 20152018 and Fiscal 20142017 were $4.8$7 million, $4.6$6 million and $5.3$6 million, respectively.

Cash and Cash Equivalents

We consider cash equivalents to be short-term investments with original maturities of three months or less for purposes of our consolidated statements of cash flows. As of February 1, 2020, our cash and cash equivalents included $45 million of amounts invested in money market funds.

Supplemental Cash Flow Information

During Fiscal 2019, Fiscal 2018 and Fiscal 2017, cash paid for income taxes was $17 million, $14 million and $21 million, respectively. During Fiscal 2019, Fiscal 2018 and Fiscal 2017, cash paid for interest, net of interest income was $1 million, $2 million and $3 million, respectively. Non-cash investing activities included capital expenditures incurred but not yet paid, which were included in accounts payable in our consolidated balances sheets, of $3 million, $2 million and $1 million as of Fiscal 2019, Fiscal 2018 and Fiscal 2017, respectively. Additionally, during Fiscal 2019, we recorded a non-cash net change in operating lease assets and corresponding operating lease liability amounts of $40 million related to new, modified and terminated operating lease amounts.

Inventories, net

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Note 1. Summary of Significant Accounting Policies (Continued)

Inventories, net

Substantially all of our inventories are finished goods inventories of apparel, accessories, footwear and other related products. Inventories are valued at the lower of cost or market.

For operating group reporting, inventory is carried at the lower of FIFO cost or market. We continually evaluate the composition of our inventories for identification of distressed inventory.inventory at least quarterly. In performing this evaluation, we consider slow-turning products, an indication of lack of consumer acceptance of particular products, prior-seasons'prior-seasons’ fashion products, broken assortments, discontinued products and current levels of replenishment program products as compared to expected sales. We estimate the amount of goods that we will not be able to sell in the normal course of business and write down the value of these goods as necessary. As the amount to be ultimately realized for the goods is not necessarily known at period end, we must utilizeuse certain assumptions considering historical experience, inventory quantity, quality, age and mix, historical sales trends, future sales projections, consumer and retailer preferences, market trends, general economic conditions and our anticipated plans and costs to sell the inventory. Also, we provide an allowance for shrinkage, as appropriate, for the period between the last physical inventory count and each balance sheet date.

For consolidated financial reporting, as of January 28, 2017February 1, 2020 and January 30, 2016, $133.8February 2, 2019, $145 million, or 94%95%, and $120.9$150 million, or 94%93%, of our inventories were valued at the lower of LIFO cost or market after deducting our LIFO reserve. The remaining $8.4$7 million and $8.3$11 million of our inventories were valued at the lower of FIFO cost or market as of January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, respectively. Generally, inventories of our domestic operations are valued at the lower of LIFO cost or market, and our inventories of our international operations are valued at the lower of FIFO cost or market. Our LIFO reserves are based on the estimated Producer Price Index as published by the United States Department of Labor. We write down inventories valued at the lower of LIFO cost or market when LIFO cost exceeds market value. We deem LIFO accounting adjustments to not only include changes in the LIFO reserve, but also changes in markdown reserves which are considered in LIFO accounting. As our LIFO inventory pool does not correspond to our operating group definitions, LIFO inventory accounting adjustments are not allocated to the respective operating groups. Thus, the impact of accounting for inventories on the LIFO method is reflected in Corporate and Other for operating group reporting purposes included in Note 2.

There were no material LIFO inventory layer liquidations that had a material impact on our net earnings in Fiscal 2016,2019, Fiscal 20152018 or Fiscal 2014.2017. As of January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, the LIFO reservesreserve included in our consolidated balance sheets were $58.0$63 million and $59.4$62 million, respectively.

Accounting for business combinations requires that assets and liabilities, including inventories, are recorded at fair value at acquisition. In accordance with GAAP, the definition of fair value of inventories acquired generally will equal the expected sales price less certain costs associated with selling the inventory, which may exceed the actual cost of the acquired inventories.

Property and Equipment, net

Property and equipment, including leasehold improvements that are reimbursed by landlords as a tenant improvement allowance and any assets under capital leases, if any, is carried at cost less accumulated depreciation. Additions are capitalized while repair and maintenance costs are charged to our consolidated statements of operations as incurred. Depreciation is calculated using both straight-line and accelerated methods generally over the estimated useful lives of the assets as follows:

Leasehold improvements

Lesser of remaining life of the asset or lease term

Furniture, fixtures, equipment and technology

2 – 15 years

Buildings and improvements

7 – 40 years

Property and equipment is reviewed periodically for impairment if events or changes in circumstances indicate that the carrying amount may not be recoverable. Events that would typically result in such an assessment would include a change in the estimated useful life of the assets, including a change in our plans of the anticipated period of operating a leased retail store or restaurant location, the discontinued use of an asset and other factors. This review includes the

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evaluation of any under-performing stores and assessing the recoverability of the carrying value of the assets related to the store. We calculate the fair value of long-lived assets using the age-life method. If the estimated fair value of the property and equipment, utilizing the age-life method, is less than the carrying amount of the asset, an asset is determined to be impaired and a loss is recorded for the amount by which the carrying value of the asset exceeds its estimated fair value.


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Note 1. Summary of Significant Accounting Policies (Continued)

Substantially all of our depreciation expense is included in SG&A in our consolidated statements of operations, with the only depreciation included elsewhere within our consolidated statements of operations reflectingis depreciation associated with our manufacturing, sourcing and procurement processes, which is included in cost of goods sold. During Fiscal 2016, $1.92019, Fiscal 2018 and Fiscal 2017, $1 million of property and equipment impairment charges were recognized in each period in SG&A primarily related to retail store assets and information technology assets and outlet store assets. No material impairment of fixed assets was recognized in Fiscal 2015 or Fiscal 2014. Depreciation by operating group,expense as discussed in Note 2, anddisclosed in our consolidated statements of cash flows and Note 2 includes any fixed assetthe property and equipment impairment charges.

Intangible Assets net

At acquisition, we estimate and record the fair value of purchased intangible assets, which primarily consist of trademarks, reacquired rights and customer relationships. The fair values and useful lives of these intangible assets are estimated based on our assessment as well as independent third party appraisals in some cases. Such valuations, which are dependent upon a number of uncertain factors, may include a discounted cash flow analysis of anticipated revenues and expenses or cost savings resulting from the acquired intangible asset using an estimate of a risk-adjusted market-based cost of capital as the discount rate. Any costs associated with extending or renewing recognized intangible assets are generally expensed as incurred.

Intangible assets with indefinite lives, which primarily consist of our Tommy Bahama, Lilly Pulitzer and Southern Tide trademarks, are not amortized but instead evaluated for impairment annually or more frequently if events or circumstances indicate that the intangible asset might be impaired. The evaluation of the recoverability of trademarks with indefinite lives includes valuations based on a discounted cash flow analysis utilizing the relief from royalty method, among other considerations. Like the initial valuation, the evaluation of recoverability is dependent upon a number of uncertain factors which require certain assumptions to be made by us, including estimates of net sales, royalty income, operating income, growth rates, royalty rates, for the trademark, discount rates and income tax rates, among other factors. If an annual or interim analysis indicates an impairment of a trademark with an indefinite useful life, the amount of the impairment is recognized in our consolidated financial statements based on the amount that the carrying value exceeds the estimated fair value of the asset.

We have the option to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test. We also have the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. Bypassing the qualitative assessment in any period does not prohibit us from performing the qualitative assessment in any subsequent period.

We test, either quantitatively or qualitatively, intangible assets with indefinite lives for impairment as of the first day of the fourth quarter of our fiscal year, or at an interim date if indicators of impairment exist at that date. NoIf an annual or interim analysis indicates an impairment of a trademark with an indefinite useful life, the amount of the impairment is recognized in our consolidated financial statements based on the amount that the carrying value exceeds the estimated fair value of the asset. NaN impairment of intangible assets with indefinite lives was recognized during any period presented.

We recognize amortization of intangible assets with finite lives, which primarily consist of certain owned trademarks of The Beaufort Bonnet Company, which we refer to as TBBC, and Lanier Apparel, reacquired rights and customer relationships, over the estimated useful liveslife of the related intangible assetsasset using the straight line method or a method of amortization that reflects the pattern in which the economic benefits of the intangible assetsasset are consumed or otherwise realized. Certain of our intangible assets with finite lives may be amortized over periods of up to 20 years in some cases.years. The determination of an appropriate useful life for amortization considers our plans for the intangible assets, the remaining contractual period of the reacquired right, as applicable, our plans for the intangible assets and factors outside of our control, including expected customer attrition.

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Amortization of intangible assets is included in SG&A in our consolidated statements of operations. Intangible assets with finite lives are reviewed for impairment periodically if events or changes in circumstances indicate that the carrying amount may not be recoverable. If expected future discounted cash flows resulting from the intangible assets are less than their carrying amounts, an asset is determined to be impaired and a loss is recorded for the amount by which the carrying value of the asset exceeds its fair value. NoNaN impairment of intangible assets with finite lives was recognized during any period presented.

Goodwill, net

Goodwill is recognized as the amount by which the cost to acquire a company or group of assetsbusiness exceeds the fair value of identified tangible and intangible assets acquired less any liabilities assumed at acquisition. Thus, the amount of goodwill recognized in connection with a business combination is dependent upon the fair values assigned to the individual assets acquired and liabilities assumed in a business combination. Goodwill is allocated to the respective reporting unit at the time of acquisition.


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Note 1. Summary of Significant Accounting Policies (Continued)

Goodwill is not amortized but instead is evaluated for impairment annually or more frequently if events or circumstances indicate that the goodwill might be impaired.

We test, either qualitatively or as a two-step quantitative evaluation,quantitatively, goodwill for impairment as of the first day of the fourth quarter of our fiscal year or when impairment indicators exist. The qualitative factors that we use to determine the likelihood of goodwill impairment, as well as to determine if an interim test is appropriate, include: (a) macroeconomic conditions, (b) industry and market considerations, (c) cost factors, (d) overall financial performance, (e) other relevant entity-specific events, (f) events affecting a reporting unit, (g) a sustained decrease in share price, or (h) other factors as appropriate. In the event we determine that we will bypass the qualitative impairment option or if we determine that a quantitative test is appropriate, the quantitative test includes valuations of each applicable underlying businessreporting unit using fair value techniques, and market comparables, which may include a discounted cash flow analysis or an independent appraisal.appraisal, as well as consideration of any market comparable transactions. Significant estimates, some of which may be very subjective, considered in such a discounted cash flow analysis are future cash flow projections of the business, an estimate of the risk-adjusted market-based cost of capital as the discount rate, which estimates the risk-adjusted market based cost of capital, income tax rates and other assumptions. The estimates and assumptions included in the two-step evaluation of the recoverability of goodwill involve significant uncertainty, and if our plans or anticipated results change, the impact on our financial statements could be significant.

If an annual or interim analysis indicates an impairment of goodwill balances, the impairment is recognized in our consolidated financial statements. NoNaN impairment of goodwill was recognized during any period presented.

All goodwill for the Tommy Bahama, Lilly Pulitzer and TBBC reporting units is deductible for income tax purposes, while the majority of the goodwill included in the balance sheet for Southern Tide reporting unit is deductible for income tax purposes.

Prepaid Expenses and Other Non-Current Assets, net

Amounts included in prepaid expenses and other current assets primarily consist of prepaid operating expenses, including rent, advertising, samples, taxes, maintenance and other services contracts, royalties, insurance, samples and retail supplies advertisingas well as the estimated value of inventory for anticipated wholesale and royalties.direct to consumer sales returns. Other non-current assets primarily consist of assets set aside for potential deferred compensation liabilities related to our deferred compensation plan as discussed below, assets related to certain investments in officers'officers’ life insurance policies, security deposits, investments in unconsolidated entities and deferred financing costs related to our revolving credit agreement.

Officers'agreement, non-current deferred tax assets and investments in unconsolidated entities.

Officers’ life insurance policies that are owned by us, substantially all of which are included in other non-current assets, net, are recorded at their cash surrender value, less any outstanding loans associated with the life insurance policies that are payable to the life insurance company with which the policy is outstanding. As of January 28, 2017February 1,

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2020 and January 30, 2016, the officers'February 2, 2019, officers’ life insurance policies, net, recorded in our consolidated balance sheets totaled $5.1 million and $4.9 million, respectively.

$4 million.

Deferred financing costs for our revolving credit agreements are included in other non-current assets, net in our consolidated financial statements. Deferred financing costs are amortized on a straight-line basis, which approximates the effective interest method over the lifeterm of the related debt. Amortization expense and write-off of deferred financing costs which areis included in interest expenseexpenses in our consolidated statements of operations, was $0.7 million, $0.4 million and $0.4 million during Fiscal 2016, Fiscal 2015 and Fiscal 2014, respectively.operations. Unamortized deferred financing costs included in other non-current assets, net totaled $1.8$2 million and $1.1$1 million at January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, respectively.

Deferred Compensation

We have a non-qualified deferred compensation plan offered to a select group of highly compensated employees and our non-employee directors. The plan provides participants with the opportunity to defer a portion of their cash compensation in a given plan year, of which a percentage may be matched by us in accordance with the terms of the plan. We make contributions to rabbi trusts or other investments to provide a source of funds for satisfying these deferred compensation liabilities. Investments held for our deferred compensation plan consist of insurance contracts and are recorded based on valuations which generally incorporate unobservable factors. A change in the value of the underlying assets would substantially be offset by a change in the liability to the participant resulting in an immaterial net impact on our consolidated financial statements. These securities approximate the participant-directed investment selections underlying the deferred compensation liabilities.

The total value of the assets set aside for potential deferred compensation liabilities, substantially all of which are included in other non-current assets, net, as of January 28, 2017February 1, 2020 and January 30, 2016February 2, 2019 was $11.0$15 million and $9.6$13 million, respectively, substantially all of which are held in a rabbi trust. Substantially all the assets set aside for potential deferred compensation liabilities are life insurance policies recorded at their cash surrender value, less any outstanding loans associated with the life insurance policies that are payable to the life insurance company with which the policy is outstanding. The liabilities associated with the non-


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Note 1. Summary of Significant Accounting Policies (Continued)

qualifiednon-qualified deferred compensation plan are included in other non-current liabilities in our consolidated balance sheets and totaled $10.9$15 million and $10.6$13 million at January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, respectively.

Accounts Payable, Accrued Compensation and Other Accrued Expenses and Liabilities

Liabilities for accounts payable, accrued compensation and other accrued expenses and liabilities are carried at cost, which reflects the fair value of the consideration expected to be paid in the future for goods and services received, whether or not billed to us.us as of the balance sheet date. Accruals for employee insurance and workers'workers’ compensation, which are included in other accrued expenses and liabilities in our consolidated balance sheets, include estimated settlements for known claims, as well as accruals for estimates of incurred but not reported claims based on our claims experience and statistical trends.

Legal and Other Contingencies

We are subject to certain claims and assessments in the ordinary course of business. The claims and assessments may relate, among other things, to disputes about intellectual property, real estate and contracts, as well as labor, employment, environmental, customs and tax matters. For those matters where it is probable that we have incurred a loss and the loss, or range of loss, can be reasonably estimated, we have recorded reserves in other accrued expenses and liabilities or other non-current liabilities in our consolidated financial statements for the estimated loss and related expenses, such as legal fees. In other instances, because of the uncertainties related to both the probable outcome or amount or range of loss, we are unable to make a reasonable estimate of a liability, if any, and therefore have not recorded a reserve. As additional information becomes available or as circumstances change, we adjust our assessment and estimates of such liabilities accordingly. Additionally, for any potential gain contingencies, we do not recognize the gain until the period that all contingencies have been resolved and the amounts are realizable. We believe the outcome of

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outstanding or pending matters, individually and in the aggregate, will not have a material impact on our consolidated financial statements, based on information currently available.

In connection with acquisitions, we may enter into contingent consideration arrangements, which provide for the payment of additional purchase price consideration to the sellers if certain performance criteria are achieved during a specified period. We must recognize the fair value of the contingent consideration based on its estimated fair value at the date of acquisition. Such valuation requires assumptions regarding anticipated cash flows, probabilities of cash flows, discount rates and other factors. Each of these assumptions may involve a significant amount of uncertainty. Subsequent to the date of acquisition, we must periodically adjust the liability for the contingent consideration to reflect the fair value of the contingent consideration by reassessing our valuation assumptions as of that date. A change in assumptions related to contingent consideration amounts could have a material impact on our consolidated financial statements. Any change in the fair value of the contingent consideration is recognized in SG&A in our consolidated statements of operations.

As part of our acquisition of the Lilly Pulitzer brand and operations on December 21, 2010, we entered into a contingent consideration arrangement whereby we were obligated to pay up to $20 million

A change in cash in the aggregate, over the four years following the closing of the acquisition, based on Lilly Pulitzer's achievement of certain earnings targets. As a result of Lilly Pulitzer exceeding the earnings targets specified in the contingent consideration agreement, the maximum $20 million amount was earned in full. A summary of the fair value of the contingent consideration of less than $1 million and $1 million associated with the acquisition of TBBC was recognized in our consolidated statements of operations in Fiscal 2019 and Fiscal 2018, respectively, with 0 such amounts recognized in our consolidated statement of operations in Fiscal 2017. As of February 1, 2020 and February 2, 2019 $1 million of contingent consideration related to the TBBC acquisition was recognized as a liability including current andin our consolidated balance sheet, with the majority of those amounts included in other non-current amounts, is as follows (in thousands):

 Fiscal 2016
Fiscal 2015
Fiscal 2014
Balance at beginning of year$
$12,500
$14,725
Change in fair value of contingent consideration

275
Contingent consideration payments made to sellers during the year
(12,500)(2,500)
Balance at end of year$
$
$12,500
liabilities.

Other Non-current Liabilities

Amounts

As of February 1, 2020, amounts included in other non-current liabilities primarily consist of deferred compensation amounts. As of February 2, 2019, other non-current liabilities include $59 million of deferred rent and tenant improvement allowance amounts related to our operating lease agreements, which were reclassified as discussed below and deferred compensation as discussed above.

Leases

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Note 1. Summaryoperating lease assets in Fiscal 2019 upon the adoption of Significant Accounting Policies (Continued)

the new lease accounting guidance.

Leases

In the ordinary course of business, we enter into real estate lease agreements for retail, restaurant,food and beverage, office and warehouse/distribution space, as well as leases for certain equipment. TheOur leases have varying terms and expirations and frequentlymay have provisions to extend, renew or terminate the lease agreement at our discretion, among other terms and conditions, as negotiated. We assessconditions. Our real estate lease terms are typically for a period of ten years or less and typically require rent payments with specified rent escalations periodically during the lease at inceptionterm. Our real estate leases usually provide for payments of our pro rata share of real estate taxes, insurance and determine whetherother operating expenses applicable to the lease qualifies as a capital or operating lease. Assets leased under capital leases, if any, and the related liabilities are included in our consolidated balance sheets in property, and equipmentcertain of our leases require payment of sales taxes on rental payments. Our retail and restaurant leases often provide for contingent rent based on sales if certain sales thresholds are achieved. For many of our lease agreements, we obtain lease incentives from the landlord for tenant improvement or other allowances. Our lease agreements do not include any material residual value guarantees or material restrictive financial covenants.

Substantially all of our leases are classified as long-term debt, respectively. Assets leased under operating leases, arewhich prior to Fiscal 2019 were not recognized as assets and liabilities in our consolidated balance sheets.

When a non-cancelable long-term operating lease includes fixed escalation clauses or lease incentives for rent holidays, or landlord build-out-related allowances, rent expense is generally recognized on a straight-line basis over the initial term of the lease from the date that we take possession of the space and does not assumeassumes that any termination options or renewal options included in the lease will not be exercised. The amount by which rents payable under the lease differs from the amount recognized on a straight-line basis is recorded in other non-current liabilities in our consolidated balance sheets. Deferred rent as of January 28, 2017 and January 30, 2016 was $57.3 million and $54.6 million, respectively. Contingent rents, including those based on a percentage of retail sales over stated levels and rental payment increases based on a contingent future event as well as lease-related payments for real estate taxes, sales taxes, insurance and other operating expenses are recognized as the expense is incurred.
If we vacate leased space Prior to Fiscal 2019, the difference between the rent payable under the lease and determine that we do not plan to use the spaceamount recognized on a straight-line basis was recorded in the future, we recognize a loss for any future rent payments, less any anticipated future sublease income and adjusted for any deferred rent amounts includedother non-current liabilities in our consolidated balance sheet on that date. Additionally, forsheets, with the exception of certain amounts recognized in other accrued expenses and liabilities. Also, any lease that we terminatetenant improvement allowance amounts received from the landlord are deferred and, agreeprior to a lease termination payment, we recognizeFiscal 2019, were recognized in SG&Aother non-

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current liabilities in our consolidated balance sheets. The tenant improvement allowances are then recognized in our consolidated statements of operations as a lossreduction to rent expense over the term of the lease agreement on a straight-line basis. Deferred rent in our consolidated balance sheets, including tenant improvement allowances and all amounts in non-current and current liabilities, as of February 2, 2019 was $61 million.

Pursuant to the revised lease accounting guidance adopted at the beginning of Fiscal 2019, we determine if an arrangement is a lease at contract inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The significant judgments in calculating the present value of lease obligations include determining the lease term and lease payment amounts, which are dependent upon our assessment of the likelihood of exercising any renewal or termination options that are at our discretion, as well as the discount rate applied to the unpaid lease payments. Pursuant to the new lease accounting guidance, operating leases are included in operating lease assets, current operating lease liabilities and non-current operating lease liabilities in our consolidated balance sheet. The operating lease asset at commencement reflects the operating lease liability reduced for any lease incentives, including tenant improvement allowances. Lease expense for operating leases is recognized on a straight-line basis over the lease term, which is consistent with the previous guidance. Variable rental payments for real estate taxes, sales taxes, insurance, other operating expenses and contingent rent based on a percentage of net sales or adjusted periodically for inflation are not included in lease expense used to calculate the present value of lease obligations recognized in our consolidated balance sheet, but instead are recognized as incurred.

We account for the underlying operating lease asset at the individual lease level. Typically, we do not include any renewal or termination paymentoptions at our discretion in the underlying lease term as the probability of exercise is not reasonably certain at the time of lease commencement. The revised lease guidance requires us to discount unpaid lease payments using the agreement.

interest rate implicit in the lease or, if that rate cannot be readily determined, our incremental borrowing rate. As our leases do not provide an implicit rate, we use an estimated incremental borrowing rate based on information available at commencement date, or as of February 3, 2019 for any leases in place at adoption of the revised lease accounting guidance. Our incremental borrowing rate for a lease is the rate of interest we would have to pay on a collateralized basis over the lease term to borrow an amount equal to the lease payments. Finance leases are not material to our consolidated financial statements.

Foreign Currency Transactions and Translation

We are exposed to foreign currency exchange risk when we generate net sales or incur expenses in currencies other than the functional currency of the respective operations. The resulting assets and liabilities denominated in amounts other than the respective functional currency are re-measured into the respective functional currency at the rate of exchange in effect on the balance sheet date, and income and expenses are re-measured at the average rates of exchange prevailing during the relevant period. The impact of any such re-measurement is recognized in our consolidated statements of operations in that period. Net gains (losses)losses (gains) included in our consolidated statements of operations related to foreign currency transactions recognized in Fiscal 2016,2019, Fiscal 20152018 and Fiscal 20142017 were not material to our consolidated financial statements.

$1 million, $0 million and $0 million, respectively.

Additionally, the financial statements of our operations for which the functional currency is a currency other than the United StatesU.S. dollar are translated into United StatesU.S. dollars at the rate of exchange in effect on the balance sheet date for the balance sheet and at the average rates of exchange prevailing during the relevant period for the statements of operations. The impact of such translation is recognized in accumulated other comprehensive income (loss) in our consolidated balance sheets and included in other comprehensive income (loss) in our consolidated statements of comprehensive income resulting in no impact on net earnings for the relevant period.

As of February 1, 2020, our foreign currency exchange risk exposure primarily results from our businesses operating outside of the United States, which are primarily related to (1) our Tommy Bahama operations in Canada, Australia and Japan purchasing goods in U.S. dollars or other currencies which are not the functional currency of the business and (2) certain other transactions, including intercompany transactions. During Fiscal 2019, Fiscal 2018 and

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Fiscal 2017 we did not enter into and were not a party to any foreign currency exchange contracts intended to mitigate the risk associated with the foreign currency exchange rate fluctuations related to our business operations or for trading or speculative purposes.

Derivative Financial Instruments

Derivative financial instruments, if any, are measured at their fair values in our consolidated balance sheets. Fair values of any derivative financial instruments are determined by us based on dealer quotes, which may be based on a variety of factors including observable and unobservable inputs. Unrealized gains and losses are recognized as prepaid expenses or accrued expenses, respectively. The accounting for changes in the fair value of derivative instruments depends on whether the derivative has been designated and qualifies for hedge accounting. The criteria used to determine if a derivative financial instrument qualifies for hedge accounting treatment are whether an appropriate hedging instrument has been identified and designated to reduce a specific exposure and whether there is a high correlation between changes in the fair value of the hedging instrument and the identified exposure based on the nature of the hedging relationship. Based on the nature of the hedging relationship, a qualifying derivative is designated for accounting purposes as a fair value hedge, a cash flow hedge or a hedge of a net investment in a foreign business.

We may formally document hedging instruments and hedging relationships at the inception of each contract. Further, we assess both at the inception of a contract and on an ongoing basis whether the hedging instrument is effective in offsetting the risk of the hedged transaction. For any derivative financial instrument that is designated and qualifies for hedge accounting

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Note 1. Summary of Significant Accounting Policies (Continued)

treatment and has not been settled as of period-end, the unrealized gains (losses) on the outstanding derivative financial instrument is recognized, to the extent the hedge relationship has been effective, as a component of comprehensive income in our consolidated statements of comprehensive income and accumulated other comprehensive income (loss) in our consolidated balance sheets. For any financial instrument that is not designated as a hedge for accounting purposes, or for any ineffective portion of a hedge, the unrealized gains (losses) on the outstanding derivative financial instrument is included in net earnings. Cash flows related to hedging transactions, if any, are classified in our consolidated statements of cash flows and consolidated statements of operations in the same category as the items hedged. Unrealized gains and losses on derivative financial instruments are recognized as prepaid expenses or accrued expenses, respectively. We do not use derivative financial instruments for trading or speculative purposes.
Foreign Currency Risk Management
As of January 28, 2017, our foreign currency exchange risk exposure primarily results from our businesses operating outside of the United States, which are primarily related to (1) our Tommy Bahama operations in Canada, Australia and Japan purchasing goods in United States dollars or other currencies which are not the functional currency of the business and (2) certain other transactions, including intercompany transactions. We may enter into short-term forward foreign currency exchange contracts in the ordinary course of business to mitigate a portion of the risk associated with foreign currency exchange rate fluctuations related to purchases of inventory or selling goods in currencies other than the functional currencies by certain of our foreign operations. As of January 28, 2017, we were not a party to any forward foreign currency exchange contracts.

Interest Rate Risk Management

As of January 28, 2017, we

We are exposed to market risk from changes in interest rates on ourany variable-rate indebtedness under our U.S. Revolving Credit Agreement. WeIf we have significant borrowings, we may attempt to limit the impact of interest rate changes on earnings and cash flow, primarily through a mix of variable-rate and fixed-rate debt, although at times all of our debt may be either variable-rate or fixed-rate debt. At times we may enter into interest rate swap arrangements related to certain of our variable-rate debt in order to fix the interest rate if we determine that our exposure to interest rate changes is higher than optimal. Our assessment also considers our need for flexibility in our borrowing arrangements resulting from the seasonality of our business, anticipated future cash flows and our expectations about the risk of future interest rate changes, among other factors. We continuously monitor interest rates to consider the sources and terms of our borrowing facilities in order to determine whether we have achieved our interest rate management objectives. As of January 28, 2017,February 1, 2020, we doare not havea party to any interest rate swap agreements.

Fair Value Measurements

Fair value, in accordance with GAAP, is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Valuation techniques include the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). These valuation techniques may be based upon observable and unobservable inputs.

The three levels of inputs used to measure fair value pursuant to the guidance are as follows:

(1) Level 1—Quoted prices in active markets for identical assets or liabilities.

liabilities; (2) Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

data; and (3) Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, which includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Our financial instruments consist primarily of our cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, other liabilities and debt.debt, if any. Given their short-term nature, the carrying amounts of cash and cash equivalents, receivables,

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Note 1. Summary of Significant Accounting Policies (Continued)

and cash equivalents receivables, accounts payable, and accrued expenses and other liabilities generally approximate their fair values. The fair value of cash and cash equivalents invested on an overnight basis in money market funds is based upon the quoted prices in active markets provided by the holding financial institutions, which are considered Level 1 inputs in the fair value hierarchy. Additionally, we believe the carrying amounts of our variable-rate borrowings, if any, approximate fair value. Additionally, weWe have determined that our property and equipment, intangible assets, goodwill and goodwill, for which the book values are disclosedoperating lease assets included in Notes 3 and 4,our consolidated balance sheets are non-financial assets measured at fair value on a non-recurring basis. We have determined that our approaches for determining fair values of our property and equipment, intangible assets, goodwill and goodwilloperating lease assets generally are based on Level 3 inputs.

Additionally, for contingent consideration fair value amounts, we have determined that our approaches for determining fair value are generally based on Level 3 inputs.

Equity Compensation

We have certain equity compensation plans as described in Note 7,8, which provide for the ability to grant restricted shares, restricted share units, options and other equity awards to our employees and non-employee directors. We recognize compensation expense related to equity awards to employees and non-employee directors in SG&A in our consolidated statements of operations based on their fair values on the grant date. The fair values of restricted shares and restricted share units are determined based on the fair value of our common stock on the grant date, regardless of whether the awards are performance or service based.

Using

We use the fair value method to recognize compensation expense related to equity awards, with a corresponding entry to additional paid-in capital, is recognized related to the equity awards over the specified service and performance period, as applicable.capital. For awards with specified service requirements, the fair value of the equity awards granted to employees is recognized over the respective service period. For performance-based awards, during the performance period we assess expected performance versus the predetermined performance goals and adjust the cumulative equity compensation expense to reflect the relative expected performance achievement. The equity compensation expense is recognized on a straight-line basis over the aggregate performance period and any additional required service period. NoThe impact of stock award forfeitures on compensation expense is recognized at the time of forfeit as no estimate of future stock award forfeitures areis considered in our calculation of compensation expense as the impact of forfeitures on compensation expense are recognized at the time of forfeit.

expense.

Comprehensive Income and Accumulated Other Comprehensive Loss

Comprehensive income (loss) consists of net earnings and specified components of other comprehensive income (loss). Other comprehensive income (loss) includes changes in assets and liabilities that are not included in net earnings pursuant to GAAP, such as foreign currency translation adjustments between the functional and the netreporting currencies and certain unrealized gain (loss) associated with cash flow hedges which qualify for hedge accounting,gains (losses), if any. These amounts ofFor us, other comprehensive income for each period presented includes the impact of the foreign currency translation impact of our Tommy Bahama operations in Canada, Australia and Japan. These other comprehensive income (loss) amounts are deferred in accumulated other comprehensive income (loss),loss, which is included in shareholders'shareholders’ equity in our consolidated balance sheets. As of February 1, 2020, all amounts included in accumulated other comprehensive loss in our consolidated balance sheet reflect the net foreign currency translation adjustment related to our Tommy Bahama operations in Canada and Australia, while prior periods also included amounts related to our Tommy Bahama Japan operations as well.

During Fiscal 2019, we recognized a $1 million charge in our consolidated statement of operations that was previously recognized in accumulated other comprehensive loss in our consolidated balance sheet. This charge relates to foreign currency amounts associated with our investment and operations in Tommy Bahama Japan, which in Fiscal 2019 we decided to exit entirely after exiting a significant portion of the business in Fiscal 2018. No material amounts of accumulated other comprehensive loss were reclassified from accumulated other comprehensive loss into our consolidated statements of operations during Fiscal 2019, Fiscal 2018 or Fiscal 2017.

Dividends

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Dividends

Dividends are accrued at the time declared by our Board of Directors and typically paid within the same fiscal quarter.

Concentration of Credit Risk and Significant Customers

We are exposed to concentrations of credit risk as a result of our receivables balances, for which the total exposure is limited to the amount recognized in our consolidated balance sheets. We sell our merchandise to wholesale customers operating in a number of retail distribution channels in the United States and other countries. We extend credit to certain wholesale customers based on an evaluation of the customer'scustomer’s credit history and financial capacity and condition, usually without requiring collateral. Credit risk is impacted by conditions or occurrences within the economy and the retail industry and is principally dependent on each customer'scustomer’s financial condition. Additionally,As of February 1, 2020, 2 customers each represented more than 10% individually, and totaled 35% in the aggregate, of our receivables included in our consolidated balance sheet.

While no individual customer represented greater than 10% of our consolidated net sales in Fiscal 2019, Fiscal 2018 or Fiscal 2017, a decision by the controlling owner of a group of stores or any significant customer to decrease the amount of merchandise purchased from us or to cease carrying our products could have an adverse effect on our results of operations in future periods. No individual customer represented greater than 10%

Additionally, as of our consolidated net salesFebruary 1, 2020, we had $52 million of cash and cash equivalents, including $45 million invested in Fiscal 2016, Fiscal 2015 or Fiscal 2014. Asmoney market funds. Substantially all of January 28, 2017, three customers each represented 13% of our receivables includedthese amounts are with major financial institutions in our consolidated balance sheet.

the United States. Further, we maintain cash deposits with major financial institutions that exceed the insurance coverage limits provided by the Federal Deposit Insurance Corporation in the United States.

Income Taxes

Income taxes included in our consolidated financial statements are determined using the asset and liability method. Under this method, income taxes are recognized based on amounts of income taxes payable or refundable in the current year as well as the impact of any items that are recognized in different periods for consolidated financial statement reporting and tax return reporting purposes. Prepaid income taxes and income taxes payable are recognized in prepaid expenses and other accrued expenses and liabilities, respectively, in our consolidated balance sheets. As certain amounts are recognized in different periods


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)

for consolidated financial statement and tax return reporting purposes, financial statement and tax bases of assets and liabilities differ, resulting in the recognition of deferred tax assets and liabilities. The deferred tax assets and liabilities reflect the estimated future tax effects attributable to these differences, as well as the impact of net operating loss, capital loss and federal and state credit carry-forwards, each as determined under enacted tax laws and rates expected to apply in the period in which such amounts are expected to be realized or settled.
We account for the effect of changes in tax laws or rates in the period of enactment.

We recognize deferred tax assets to the extent we believe these assets areit is more likely than not tothat these assets will be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, taxable income in carryback years, tax-planning strategies, and results of recent operations. Valuation allowances are established when we determine that it is more-likely-than-notmore likely than not that some portion or all of a deferred tax asset will not be realized.

Valuation allowances are analyzed periodically and adjusted as events occur or circumstances change that would indicate adjustments to the valuation allowances are appropriate. If we determine that we will be ableare more likely than not to realize our deferred tax assets in the future in excess of their net recorded amount, we will reduce the deferred tax asset valuation allowance, which will reduce income tax expense. As realization of deferred tax assets and liabilities is dependent upon future taxable income in specific jurisdictions, changes in tax laws and rates and shifts in the amount of

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taxable income among state and foreign jurisdictions may have a significant impact on the amount of benefit ultimately realized for deferred tax assets and liabilities.

We account for the effect of changes in tax laws or rates in the period of enactment.

We utilizeuse a two-step approach for evaluating uncertain tax positions. Under the two-step method, recognition occurs when we conclude that a tax position, based solely on technical merits, is more-likely-than-notmore likely than not to be sustained upon examination. The second step, measurement, is only addressed if step one has been satisfied. The tax benefit recorded is measured as the largest amount of benefit determined on a cumulative probability basis that is more-likely-than-notmore likely than not to be realized upon ultimate settlement. Those tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period they meet the more-likely-than-notmore likely than not threshold or are resolved through negotiation or litigation with the relevant taxing authority or upon expiration of the statute of limitations. Alternatively, de-recognition of a tax position that was previously recognized occurs when we subsequently determine that a tax position no longer meets the more-likely-than-notmore likely than not threshold of being sustained. Interest and penalties associated with unrecognized tax positions are recorded within income tax expense in our consolidated statements of operations. As of January 28, 2017February 1, 2020 and January 30, 2016 and during Fiscal 2016, Fiscal 2015 and Fiscal 2014, we did not have any materialFebruary 2, 2019, unrecognized tax benefit amounts, including any related potential penalty orand interest expense, or materialincluded in our consolidated balance sheet was $1 million and $1 million, respectively, and during each of Fiscal 2019, Fiscal 2018 and Fiscal 2017, we recognized less than $1 million in changes in such amounts.
unrecognized tax benefit amounts in our consolidated statements of operations.

In the case of foreign subsidiaries there are certain exceptions to the requirement that deferred tax liabilities be recognized for the difference in the financial statement and tax bases of assets. When the financial statement basis of the investment in a foreign subsidiary, excluding undistributed earnings, exceeds the tax basis in such investment, the deferred tax liability is not recognized if management considers the investment to be essentially permanent in duration. Further, deferred tax liabilities are not required to be recognized for undistributed earnings of foreign subsidiaries when management considers those earnings to be permanently reinvested outside the United States. The Tax Cuts and Jobs Act ("U.S. Tax Reform") as enacted on December 22, 2017 changed the way federal tax is applied to distributions of earnings of foreign subsidiaries. Generally, the aggregate of all post-1986 accumulated undistributed earnings and profits of foreign subsidiaries as of the specified measurement dates was, if positive, subject to a U.S. "transition tax.” We consider substantially all of our investments in andcalculated the undistributed earnings of our foreign subsidiaries to be permanently reinvested outside the United States as of January 28, 2017the measurement dates and therefore havedetermined that no transition tax was due and accordingly did not recordedrecord a deferredtransition tax liability on these amounts in our consolidated financial statements.

We generally receive a United States income tax benefit upon the vesting of shares granted to employees. The benefit is equal to the difference, multiplied by the appropriate tax rate, between the fair value of the share and the taxes payable by the employee at the time of vesting of a restricted share award. We record the tax benefit associated with the vesting of share awards granted to employees as a reduction to income taxes payable. Prior to Fiscal 2016, to the extent the tax benefit related to the value of awards recognized as compensation expense in our financial statements, income tax expense was reduced, while any additional tax benefit was recorded directly to shareholders' equity in our consolidated balance sheets. Further, if a tax benefit was realized on compensation of an amount less than the amount recorded for financial statement purposes, the decrease in income tax benefit was also recorded directly to shareholders' equity. Beginning in Fiscal 2016 upon the adoption of new guidance issued by the FASB in March 2016, all tax benefit or expense associated with the vesting of share awards granted to employees is recorded as a reduction to income taxes in our consolidated statements of operations ratheroperations. While future distributions of foreign subsidiary earnings are generally not subject to federal tax, there are other possible tax impacts, including state taxes and foreign withholding tax, that must be considered if the earnings are not considered to be permanently reinvested. Further, U.S. Tax Reform did not exempt from federal tax the gain realized upon the sale of a foreign subsidiary and consideration must therefore be given to the impact of differences in the book and tax basis of foreign subsidiaries not arising from earnings when determining whether a liability must be recorded if the investment is not considered permanently reinvested.

U.S. Tax Reform made significant changes in the taxation of our domestic and foreign earnings, including a reduction in the domestic corporate tax rate from 35% to 21%, the move to a territorial taxation system under which the earnings of foreign subsidiaries will generally not be subject to U.S. federal income tax upon distribution, the increase in bonus depreciation available for certain assets acquired, limitations on the deduction for certain expenses, including executive compensation and interest incurred, a tax on global intangible low-taxed income (“GILTI”), disallowance of deductions for certain payments (the base erosion anti-abuse tax, or “BEAT”) and certain deductions enacted for certain foreign-derived intangible income (“FDII”). While the calculations for GILTI, BEAT and FDII are complex calculations, the new provisions did not have a material impact on our effective tax rate in Fiscal 2019 and Fiscal 2018. We recognize the impact of GILTI as a period cost.

In Fiscal 2018 we adopted certain guidance that requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset (other than directlyinventory) when the transfer occurs. The impact of the adoption of this guidance resulted in a $0.1 million reduction to shareholders' equity.retained earnings as of February 4, 2018.

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Note 1. Summary of Significant Accounting Policies (Continued)

We file income tax returns in the United States and various state, local and foreign jurisdictions. Our federal, state, local and foreign income tax returns filed for the years ended on or before February 2, 2013,prior to Fiscal 2016, with limited exceptions, are no longer subject to examination by tax authorities.

Earnings (Loss) Per Share

Basic net earnings from continuing operations, net earnings from discontinued operations and net earnings per share are each calculated by dividing the respective earnings amount by the weighted average shares outstanding during the period. Shares repurchased, if any, are removed from the weighted average number of shares outstanding upon repurchase and delivery.

Diluted net earnings from continuing operations, net earnings from discontinued operations and net earnings per share are each calculated similarly to the amounts above, except that the weighted average shares outstanding in the diluted calculations also includes the potential dilution using the treasury stock method that could occur if dilutive securities, including restricted share awards options or other dilutive awards, were converted to shares. The treasury stock method assumes that shares are issued for any restricted share awards, options or other dilutive awards that are "in the money," and that we use the proceeds received to repurchase shares at the average market value of our shares for the respective period. For purposes of the treasury stock method, proceeds consist of cash to be paid and future compensation expense to be recognized.

Use of Estimates

The preparation of our 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.

Discontinued Operations

Amounts included in discontinued operations in our consolidated statements of operations in Fiscal 2017 primarily consist of revisions to our net loss anticipated in connection with certain retained lease obligations related to our former Ben Sherman operating group which we sold in 2015. During Fiscal 2017, we negotiated settlements in respect of these outstanding lease obligations by agreeing to make one-time cash payments lower than the aggregate total outstanding liabilities related to discontinued operations at that time resulting in income from discontinued operations during the period. The final satisfaction of those lease obligations was completed in February 2018.

All references to assets, liabilities, revenues, expenses and other information in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group, except that any cash flow information includes continuing operations and discontinued operations as cash flows from discontinued operations have not been segregated from cash flow from continuing operations.

Accounting Standards Adopted in Fiscal 2016

In March 2016, the FASB issued an update to the accounting guidance on equity compensation with the intent of simplifying and improving the accounting and statement of cash flow presentation for income taxes at settlement, forfeitures, and settlements for withholding taxes. We early adopted this guidance in Fiscal 2016 resulting in no material impact on our consolidated financial statements in Fiscal 2016. This guidance was adopted prospectively with no adjustments to prior periods. This guidance may have a material impact on our effective tax rate and income tax expense in future periods, depending in part on whether significant restricted stock awards vest and if the price of our stock at the vesting date differs from the price of our stock on the grant date.
Recently Issued Accounting Standards Applicable to Future Years
In May 2014, the FASB issued guidance which provides a single, comprehensive accounting model for revenue arising from contracts with customers. This guidance has been revised and clarified through various supplemental adoption guidance subsequent to May 2014. This new revenue recognition guidance supersedes most of the existing revenue recognition guidance which specifies that revenue is recognized when risks and rewards transfer to a customer. Under the new guidance, revenue will be recognized pursuant to a five-step approach to revenue recognition: (1) identify the contracts with the customer; (2) identify the separate performance obligations in the contracts; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognize revenue when, or as, each performance obligation is satisfied. The new guidance also requires additional disclosures about the nature, timing and uncertainty of revenue and cash flow arising from customer contracts, including significant judgments and changes in judgments. The new guidance is effective for us beginning in Fiscal 2018, and may be applied via the full retrospective method to all prior periods presented or through the modified retrospective method as a cumulative adjustment to the opening retained earnings balance at the date of initial adoption. We have not finalized our determination of our adoption method. We have initiated a review of revenue streams including retail, e-commerce, wholesale and royalty income to evaluate the impact of the adoption of the revised guidance on our consolidated financial statements, but have not completed the assessment of the impact of adopting the new guidance on our consolidated financial statements.
2019

In February 2016, the FASB issued a newrevised lease accounting standard on leasing.guidance. The new standard will requireguidance requires companies to record most leasedsubstantially all leases, including operating leases, as assets and liabilities on the balance sheet. For these leases, we will beare required to recognize a(1) an operating lease asset which represents our right to use, asset and lease liability for the obligation created by the leases. This guidance will be effective in 2019 with early adoption permitted. The guidance requiresor control the use of, a specified asset for a lease term and (2) a lease liability equal to our obligation to make lease payments arising from a lease, measured on a discounted basis. We adopted the guidance on the first day of Fiscal 2019 using a modified retrospective transition approach. We areThe modified retrospective approach allows us to apply the new lease accounting guidance to the financial statements for the period of adoption and apply the previous lease accounting guidance in process of evaluating the


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 1. Summary of Significant Accounting Policies (Continued)

impact prior year comparative periods. The adoption of the new lease accounting guidance on our consolidated financial statements, but considering our in-place operating leases, we anticipate that the new lease guidance will havehad a significantmaterial impact on our consolidated balance sheet foras a result of the non-cash recognition of theoperating lease related assets and liabilities.operating lease liabilities, but did not

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have a material impact on our consolidated statements of operations or cash flows. We elected the transition relief package practical expedients by applying previous lease accounting conclusions to all leases that existed prior to the adoption date. Therefore, we have not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification for existing or expired leases, or (3) the accounting for initial direct costs that were previously capitalized. We did not elect the practical expedient to use hindsight for leases existing at the adoption date. Refer to “Leases” above and Note 6 for additional disclosures and information about accounting for leases.

Other recently issued guidance that was adopted in Fiscal 2019 did not have a material impact on our consolidated financial statements upon adoption.

Recently Issued Accounting Standards Applicable to Future Years

In June 2016, the FASB issued revised guidance, as amended, on the measurement of credit losses on financial instruments, whichinstruments. This guidance amends the impairment model by requiring that companies to use a forward-looking approach based on expected losses to estimate credit losses on certain financial instruments, including trade receivables. This guidance will be effective in Fiscal 2020, which commenced on February 2, 2020. We are currently assessing the impact that adopting this guidance will have on our consolidated financial statements.

In December 2019, the FASB amended guidance on accounting for income taxes. This guidance amends and simplifies the accounting for income taxes by removing certain exceptions in existing guidance to reduce complexity in certain areas. This guidance will be effective for all years beginning after December 15, 2020, with early adoption permitted. We are currently assessing the impact that adopting this guidance will have on our consolidated financial statements.

In October 2016, the FASB issued revised guidance on the recognition of current and deferred income taxes for intra-entity asset transfers. The revised guidance requires an entity

Recent accounting pronouncements pending adoption not discussed above are either not applicable or not expected to recognize the income tax consequences of an intra-entity transfer of an asset (other than inventory) when the transfer occurs. This guidance will be effective in 2018 with early adoption permitted. The guidance requires the use of the modified retrospective method of adoption which results inhave a cumulative adjustment to retained earnings as of the beginning of the period of adoption. We are currently assessing thematerial impact that adopting the guidance will have on our consolidated financial statements.

In January 2017, the FASB issued revised guidance on the subsequent measurement of goodwill by eliminating the second step from the quantitative goodwill impairment test. The single quantitative step test requires companies to compare the fair value of a reporting unit with its carrying amount and record an impairment charge for the amount that the carrying amount exceeds the fair value, up to the total amount of goodwill allocated to that reporting unit. This guidance will be effective in 2020 with early adoption permitted for goodwill impairment testing dates after January 1, 2017.
In January 2017, the FASB issued new guidance that provides a more narrow framework to be used in evaluating whether a set of assets and activities constitute a business. The guidance will be effective in Fiscal 2018 with early adoption permitted. We expect that we will apply this guidance to any future business combination. The impact on our consolidated financial statements will depend on the facts and circumstances of any specific future transactions.

Note 2. Operating Groups

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'sbrand’s direct to consumer, wholesale and licensing operations, as applicable.

Our business is primarily operated through our Tommy Bahama, Lilly Pulitzer, Lanier Apparel and Southern Tide operating groups.

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'smen’s tailored clothing, sportswear and other products. Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, the elimination of inter-segment sales LIFO inventory accounting adjustments,and any other costsitems that are not allocated to the operating groups including LIFO inventory accounting adjustments. Because our LIFO inventory pool does not correspond to our operating group definitions, LIFO inventory accounting adjustments are not allocated to the operating groups. Corporate and Other also includes the operations of our other businesses which are not included in our operating groups, including the operations of TBBC and our Lyons, Georgia distribution center operations. Our LIFO inventory pool does not correspond to our operating group definitions; therefore, LIFO inventory accounting adjustments are not allocated to our operating groups.center.

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The tables below present certain financial information (in thousands) about our operating groups, as well as Corporate and Other. Amounts associated with our Ben Sherman operations, which were sold in Fiscal 2015, are classified as discontinued

Fiscal

    

Fiscal

    

Fiscal

2019

    

2018

    

2017

Net sales

 

  

 

  

 

  

Tommy Bahama

$

676,652

$

675,358

$

686,021

Lilly Pulitzer

 

284,700

 

272,299

 

248,931

Lanier Apparel

 

97,251

 

100,471

 

106,852

Southern Tide

 

46,409

 

45,248

 

40,940

Corporate and Other

 

17,778

 

14,090

 

3,467

Consolidated net sales

$

1,122,790

$

1,107,466

$

1,086,211

Depreciation and amortization

 

  

 

  

 

  

Tommy Bahama

$

27,852

$

29,549

$

30,998

Lilly Pulitzer

 

10,106

 

10,605

 

9,021

Lanier Apparel

 

574

 

567

 

583

Southern Tide

 

549

 

528

 

441

Corporate and Other

 

1,206

 

1,241

 

1,359

Consolidated depreciation and amortization

$

40,287

$

42,490

$

42,402

Operating income (loss)

 

  

 

  

 

  

Tommy Bahama

$

53,207

$

53,139

$

55,002

Lilly Pulitzer

 

51,795

 

47,239

 

46,608

Lanier Apparel

 

1,465

 

5,057

 

6,546

Southern Tide

 

5,554

 

5,663

 

4,504

Corporate and Other

 

(18,346)

 

(20,506)

 

(26,660)

Consolidated operating income

 

93,675

 

90,592

 

86,000

Interest expense, net

 

1,245

 

2,283

 

3,109

Earnings before income taxes

$

92,430

$

88,309

$

82,891

(1)Corporate and Other included a LIFO accounting charge of $1 million, $1 million and $8 million in Fiscal 2019, Fiscal 2018 and Fiscal 2017, respectively.

    

Fiscal 2019

    

Fiscal 2018

    

Fiscal 2017

Purchases of Property and Equipment

 

  

 

  

 

  

Tommy Bahama

$

31,272

$

25,111

$

24,962

Lilly Pulitzer

 

4,273

 

10,777

 

11,150

Lanier Apparel

 

571

 

99

 

305

Southern Tide

 

289

 

149

 

1,138

Corporate and Other

 

1,016

 

907

 

1,193

Purchases of Property and Equipment

$

37,421

$

37,043

$

38,748

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Note 2. Operating Groups (Continued)

operations as disclosed in Note 13 and therefore excluded from the tables below.
 Fiscal 2016Fiscal 2015Fiscal 2014
Net Sales   
Tommy Bahama$658,911
$658,467
$627,498
Lilly Pulitzer233,294
204,626
167,736
Lanier Apparel100,753
105,106
126,430
Southern Tide27,432


Corporate and Other2,198
1,091
(1,339)
Total$1,022,588
$969,290
$920,325
Depreciation and Amortization of Intangible Assets   
Tommy Bahama$31,796
$28,103
$27,412
Lilly Pulitzer7,968
5,644
4,616
Lanier Apparel478
456
350
Southern Tide390


Corporate and Other1,451
1,557
2,186
Total$42,083
$35,760
$34,564
Operating Income (Loss)   
Tommy Bahama$44,101
$65,993
$71,132
Lilly Pulitzer51,995
42,525
32,190
Lanier Apparel6,955
7,700
10,043
Southern Tide(282)

Corporate and Other(12,885)(18,704)(20,546)
Total operating income89,884
97,514
92,819
Interest expense, net3,421
2,458
3,236
Earnings Before Income Taxes$86,463
$95,056
$89,583

    

February 1,

    

February 2,

2020

2019

Total Assets

 

  

 

  

Tommy Bahama (1)

$

668,197

$

439,353

Lilly Pulitzer (1)

 

199,913

 

152,113

Lanier Apparel (1)

 

43,533

 

54,369

Southern Tide (1)

 

99,667

 

97,939

Corporate and Other (2)

 

22,059

 

(16,520)

Total Assets

$

1,033,369

$

727,254

 Fiscal 2016Fiscal 2015Fiscal 2014
Purchases of Property and Equipment   
Tommy Bahama$34,191
$54,490
$35,782
Lilly Pulitzer14,142
17,197
7,335
Lanier Apparel295
206
1,740
Southern Tide27


Corporate and Other760
529
1,208
Total$49,415
$72,422
$46,065

OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 2. Operating Groups (Continued)

(1)The increase in total assets for Tommy Bahama, Lilly Pulitzer and Southern Tide were primarily a result of the recognition of operating lease assets in Fiscal 2019 due to the adoption of the revised lease accounting guidance, while the decrease in Lanier Apparel was primarily due to lower inventories and receivables partially offset by operating lease assets.
(2)Total assets for Corporate and Other include LIFO reserves of $63 million and $62 million as of February 1, 2020 and February 2, 2019, respectively. The change in total assets for Corporate and Other from February 2, 2019 was primarily due to the increased cash as of February 1, 2020.
 January 28, 2017January 30, 2016
Total Assets  
Tommy Bahama$451,990
$458,234
Lilly Pulitzer126,506
115,419
Lanier Apparel30,269
35,451
Southern Tide96,208

Corporate and Other(19,814)(26,414)
Total$685,159
$582,690

Net book value of our property and equipment and net sales by geographic area isare presented in the tables below (in thousands):

 January 28, 2017January 30, 2016
United States$186,549
$178,390
Other foreign (1)7,382
5,704
Total$193,931
$184,094
(1). The net book value of our property and equipment outside of the United Statesother foreign amounts primarily relatesrelate to property and equipment associated with our Tommy Bahama operations in Canada, Australia and Japan.

    

February 1,

    

February 2,

2020

2019

Net Book Value of Property and Equipment

United States

$

187,032

$

186,426

Other foreign

 

4,485

 

6,150

$

191,517

$

192,576

    

Fiscal 2019

    

Fiscal 2018

    

Fiscal 2017

Net Sales

United States

$

1,086,170

$

1,067,235

$

1,048,619

Other foreign

 

36,620

 

40,231

 

37,592

$

1,122,790

$

1,107,466

$

1,086,211

Net

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The tables below quantify, for each operating group and in total, the amount of net sales recognized by geographic area is presented belowdistribution channel (in thousands):

 Fiscal 2016Fiscal 2015Fiscal 2014
United States$986,062
$932,878
$885,271
Other foreign (1)36,526
36,412
35,054
Total$1,022,588
$969,290
$920,325
(1) The and as a percentage of net sales outside of the United States primarily relates to our Tommy Bahama international retail operations in Canada, Australia and Japan.
for each period presented.

Fiscal 2019

 

    

Net Sales

    

Retail

    

Ecommerce

    

Restaurant

    

Wholesale

    

Other

 

Tommy Bahama

$

676,652

 

48

%  

20

%  

12

%  

20

%  

%

Lilly Pulitzer

 

284,700

 

41

%  

38

%  

%  

21

%  

%

Lanier Apparel

 

97,251

 

%  

1

%  

%  

99

%  

%

Southern Tide

 

46,409

 

%  

21

%  

%  

79

%  

%

Corporate and Other

 

17,778

 

%  

60

%  

%  

32

%  

8

%

Consolidated net sales

$

1,122,790

 

39

%  

23

%  

8

%  

30

%  

%

    

Fiscal 2018

 

    

Net Sales

    

Retail

    

Ecommerce

    

Restaurant

    

Wholesale

    

Other

 

Tommy Bahama

$

675,358

 

48

%  

18

%  

13

%  

21

%  

%

Lilly Pulitzer

 

272,299

 

42

%  

36

%  

%  

22

%  

%

Lanier Apparel

 

100,471

 

%  

%  

%  

100

%  

%

Southern Tide

 

45,248

 

%  

18

%  

%  

82

%  

%

Corporate and Other

 

14,090

 

%  

54

%  

%  

30

%  

16

%

Consolidated net sales

$

1,107,466

 

40

%  

21

%  

8

%  

31

%  

%

Fiscal 2017

 

    

Net Sales

    

Retail

    

Ecommerce

    

Restaurant

    

Wholesale

    

Other

 

Tommy Bahama

$

686,021

 

49

%  

16

%  

12

%  

23

%  

%

Lilly Pulitzer

 

248,931

 

38

%  

34

%  

%  

28

%  

%

Lanier Apparel

 

106,852

 

%  

%  

%  

100

%  

%

Southern Tide

 

40,940

 

%  

19

%  

%  

81

%  

%

Corporate and Other

 

3,467

 

%  

23

%  

%  

16

%  

61

%

Consolidated net sales

$

1,086,211

 

39

%  

19

%  

8

%  

34

%  

%

Note 3. Property and Equipment, Net

Property and equipment, carried at cost, is summarized as follows (in thousands):

    

February 1,

    

February 2,

2020

2019

Land

$

3,166

$

3,166

Buildings and improvements

 

39,563

 

38,782

Furniture, fixtures, equipment and technology

 

240,527

 

223,666

Leasehold improvements

 

231,089

 

229,141

 

514,345

 

494,755

Less accumulated depreciation and amortization

 

(322,828)

 

(302,179)

Property and equipment, net

$

191,517

$

192,576

96

 January 28, 2017January 30, 2016
Land$3,166
$3,166
Buildings and improvements34,986
31,461
Furniture, fixtures, equipment and technology185,498
167,230
Leasehold improvements223,253
208,472
Subtotal446,903
410,329
Less accumulated depreciation and amortization(252,972)(226,235)
Total property and equipment, net$193,931
$184,094

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 4. Intangible Assets and Goodwill


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4. Intangible Assets and Goodwill (Continued)

Intangible assets by category are summarized below (in thousands):

 January 28, 2017January 30, 2016
Intangible assets with finite lives$46,030
$38,897
Accumulated amortization(35,785)(33,359)
Total intangible assets with finite lives, net10,245
5,538
   
Intangible assets with indefinite lives:  
Trademarks165,000
138,200
Total intangible assets, net$175,245
$143,738
The changes in carrying amount of intangible

    

February 1,

    

February 2,

2020

2019

Intangible assets with finite lives

$

51,929

$

51,929

Accumulated amortization

 

(41,924)

 

(40,753)

Total intangible assets with finite lives, net

 

10,005

 

11,176

Intangible assets with indefinite lives:

 

  

 

  

Tommy Bahama Trademarks

$

110,700

$

110,700

Lilly Pulitzer Trademarks

 

27,500

 

27,500

Southern Tide Trademarks

 

26,800

 

26,800

Total intangible assets, net

$

175,005

$

176,176

Intangible assets, by operating group and in total, for Fiscal 2016,2017, Fiscal 20152018 and Fiscal 20142019 are as follows (in thousands):

 Tommy BahamaLilly PulitzerLanier ApparelSouthern TideTotal
Balance, February 1, 2014$119,858
$29,310
$
$
$149,168
Amortization(2,004)(278)

(2,282)
Other, including foreign currency changes(752)


(752)
Balance, January 31, 2015117,102
29,032


146,134
Amortization(1,688)(238)

(1,926)
Other, including foreign currency changes(470)


(470)
Balance, January 30, 2016114,944
28,794


143,738
Acquisition

3,137
30,240
33,377
Amortization(1,599)(199)(89)(263)(2,150)
Other, including foreign currency changes280



280
Balance, January 28, 2017$113,625
$28,595
$3,048
$29,977
$175,245

    

Tommy

    

Lilly

    

Lanier

    

Southern

    

Corporate 

    

Bahama

Pulitzer

Apparel

Tide

and Other

Total

Balance, January 28, 2017

$

113,625

$

28,595

$

3,048

$

29,977

$

$

175,245

Acquisition

 

 

1,500

 

 

 

4,440

 

5,940

Amortization

 

(1,580)

 

(346)

 

(172)

 

(288)

 

(18)

 

(2,404)

Other, including foreign currency

 

112

 

 

(35)

 

 

 

77

Balance February 3, 2018

 

112,157

 

29,749

 

2,841

 

29,689

 

4,422

 

178,858

Acquisition

 

 

 

 

 

 

Amortization

 

(1,385)

 

(533)

 

(171)

 

(288)

 

(233)

 

(2,610)

Other, including foreign currency

 

(72)

 

 

 

 

 

(72)

Balance, February 2, 2019

 

110,700

 

29,216

 

2,670

 

29,401

 

4,189

 

176,176

Acquisition

 

 

 

 

 

 

Amortization

 

 

(475)

 

(171)

 

(291)

 

(234)

 

(1,171)

Other, including foreign currency

 

 

 

 

 

 

Balance, February 1, 2020

$

110,700

$

28,741

$

2,499

$

29,110

$

3,955

$

175,005

Based on the current estimated useful lives assigned to our intangible assets, amortizationexpense for each of the next five years is expected to be $2.2$1 million $1.5 million, $0.6 million, $0.6 million and $0.6 million.per year.

The changes in the carrying amount

97

Table of goodwillContents

OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Goodwill, by operating group and in total, for Fiscal 2016,2017, Fiscal 20152018 and Fiscal 2014 are2019 is as follows (in thousands):

 Tommy BahamaLilly PulitzerSouthern TideTotal
Balance, February 1, 2014$904
$16,495
$
$17,399
Other, including foreign currency changes(103)

$(103)
Balance, January 31, 2015801
16,495

17,296
Other, including foreign currency changes(73)
 $(73)
Balance, January 30, 2016728
16,495

17,223
Acquisition

42,745
$42,745
Other, including foreign currency changes47


$47
Balance, January 28, 2017$775
$16,495
$42,745
$60,015


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 4. Intangible Assets and Goodwill (Continued)

The goodwill included in the balance sheet for Tommy Bahama and Lilly Pulitzer is deductible for tax purposes, while the majority of the goodwill included in the balance sheet for Southern Tide is deductible for tax purposes.

    

Tommy

    

Lilly

    

Southern

    

Corporate

    

Bahama

Pulitzer

Tide

and Other

Total

Balance, January 28, 2017

$

775

$

16,495

$

42,745

$

$

60,015

Acquisition

 

 

3,027

 

 

3,615

 

6,642

Other, including foreign currency

 

46

 

 

 

 

46

Balance February 3, 2018

 

821

 

19,522

 

42,745

 

3,615

 

66,703

Acquisition

 

 

 

 

 

Other, including foreign currency

 

(67)

 

 

 

(15)

 

(82)

Balance, February 2, 2019

 

754

 

19,522

 

42,745

 

3,600

 

66,621

Acquisition

 

 

 

 

 

Other, including foreign currency

 

(43)

 

 

 

 

(43)

Balance, February 1, 2020

$

711

$

19,522

$

42,745

$

3,600

$

66,578

Note 5. Debt

We had $91.5 million outstanding as of January 28, 2017 under

In July 2019, we amended our $325 million Fourth Amended and Restated Credit Agreement ("U.S.(as amended, the “U.S. Revolving Credit Agreement"Agreement”) comparedby entering into the First Amendment to $44.0 million of borrowings outstanding as of January 30, 2016 under our Thirdthe Fourth Amended and Restated Credit Agreement ("Prior Credit Agreement"). On May 24, 2016, the U.S. Revolving Credit Agreement amended and restated the Prior Credit Agreement to (i) increase the borrowing capacity of the facility, (ii)(1) extend the maturity of the facility to July 2024 and (iii)(2) modify certain other provisions including a reduction of interest rates on certain borrowings and restrictionsa reduction in unused line fees. We had 0 amounts outstanding as of February 1, 2020 under the PriorU.S. Revolving Credit Agreement.Agreement, compared to borrowings of $13 million as of February 2, 2019. The U.S. Revolving Credit Agreement generally (i)(1) is limited to a borrowing base consisting of specified percentages of eligible categories of assets, (ii)(2) accrues variable-rate interest, (weighted average borrowing rate of 2.3% as of January 28, 2017), unused line fees and letter of credit fees based upon average unused availability or utilization, (iii)(3) requires periodic interest payments with principal due at maturity (May 2021)(July 2024) and (iv)(4) is secured by a first priority security interest in substantially all of the assets of Oxford Industries, Inc. and substantially all of its domestic subsidiaries, including accounts receivable, books and records, chattel paper, deposit accounts, equipment, certain general intangibles, inventory, investment property (including the equity interests of certain subsidiaries), negotiable collateral, life insurance policies, supporting obligations, commercial tort claims, cash and cash equivalents, eligible trademarks, proceeds and other personal property. The May 24, 2016 amendment and restatement resulted in a write off of unamortized deferred financing costs of $0.3 million.


To the extent cash flow needs exceed cash flow provided by our operations we will have access, subject to its terms, to our U.S. Revolving Credit Agreement to provide funding for operating activities, capital expenditures and acquisitions, if any. Our credit facilityU.S. Revolving Credit Agreement is also used to establish collateral for certain insurance programs and leases and to finance trade letters of credit for product purchases, which reduce the amounts available under our line of credit when issued. As of January 28, 2017, $4.7February 1, 2020, $3 million of letters of credit were outstanding against our U.S. Revolving Credit Agreement. After considering these limitations and the amount of eligible assets in our borrowing base, as applicable, as of January 28, 2017,February 1, 2020, we had $185.5$322 million in unused availability under the U.S. Revolving Credit Agreement, subject to certain limitations on borrowings.

See Note 14 for additional information relating to borrowings under the U.S. Revolving Credit Agreement made after February 1, 2020.

Covenants, Other Restrictions and Prepayment Penalties

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

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Additionally, the U.S. Revolving Credit Agreement contains a financial covenant that applies only if excess availability under the agreement for three consecutive business days is less than the greater of (i) $23.5(1) $23.5 million or (ii) (2) 10% of availability. In such case, our fixed charge coverage ratio as defined in the U.S. Revolving Credit Agreement must not be less than 1.0 to 1.0 for the immediately preceding 12 fiscal months for which financial statements have been delivered. This financial covenant continues to apply until we have maintained excess availability under the U.S. Revolving Credit Agreement of more than the greater of (i) $23.5(1) $23.5 million or (ii) (2) 10% of availability for 30 consecutive days.

We believe that the affirmative covenants, negative covenants, financial covenants and other restrictions under the U.S. Revolving Credit Agreement are customary for those included in similar facilities entered into at the time we entered intoamended the U.S. Revolving Credit Agreement. During Fiscal 20162019 and as of January 28, 2017,February 1, 2020, no financial covenant testing was required pursuant to our U.S. Revolving Credit Agreement or Prior Credit Agreement as the minimum availability threshold was met at all times. As of January 28, 2017,February 1, 2020, we were compliant with all covenants related to the U.S. Revolving Credit Agreement.

Note 6. Leases

Substantially all lease expense, which consists of operating lease amounts, is included in SG&A in our consolidated statements of operations. For Fiscal 2019, operating lease expense, which includes amounts used in determining the operating lease liability and operating lease asset, was $66 million and variable lease expense was $34 million, resulting in total lease expense of $99 million. As of February 1, 2020, the weighted-average remaining operating lease term was seven years and the weighted-average discount rate for operating leases was 4%. Cash paid for lease amounts included in the measurement of operating lease liabilities in Fiscal 2019 was $70 million.

As of February 1, 2020, the required lease liability payments, which includes base rent amounts but excludes payments for real estate taxes, sales taxes, insurance other operating expenses and contingent rents incurred under operating lease agreements, for the fiscal years specified below were as follows (in thousands):

    

Operating lease

2020

$

64,141

2021

67,213

2022

 

63,248

2023

 

59,444

2024

45,972

After 2024

 

96,914

Total lease payments

$

396,932

Less: Difference between discounted and undiscounted lease payments

 

54,848

Present value of lease liabilities

$

342,084

In addition to the lease amounts included above, as of February 1, 2020, we had additional direct to consumer operating lease commitments, excluding variable lease payments, that have not yet commenced of $4 million. These leases are expected commence in Fiscal 2020 with lease terms generally of up to 10 years.

Disclosures related to periods prior to adoption of revised accounting guidance

Total rent expense in Fiscal 2018 was $96 million, which includes base rent amounts, real estate taxes, sales taxes, insurance and other operating expenses and contingent rents incurred under all leases. Payments for real estate taxes, sales taxes, insurance, other operating expenses and contingent percentage rent are included in rent expense, but are generally not included in the aggregate minimum rental commitments, as, in most cases, the amounts payable in future periods are not quantified in the lease agreement or may be dependent on future events. The total amount of such charges included in total rent expense above were $28 million in Fiscal 2018. As of February 2, 2019, the aggregate

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

minimum base rental commitments for all non-cancelable operating leases with original terms in excess of one year were $68 million, $66 million, $62 million, $59 million, and $51 million for each of the next five years and $124 million thereafter.

Note 6.7. Commitments and Contingencies

We have operating lease agreements for retail space, restaurants, warehouses and sales and administrative offices as well as equipment with varying terms. Total rent expense, which includes minimum rents, real estate taxes, insurance and other

OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 6. Commitments and Contingencies (Continued)

operating expenses and contingent rents incurred under all leases was $87.8 million, $82.6 million and $72.8 million in Fiscal 2016, Fiscal 2015 and Fiscal 2014, respectively. Most of our leases provide for payments of real estate taxes, insurance and other operating expenses applicable to the property and most of our retail leases also provide for contingent rent based on retail sales. Payments for real estate taxes, insurance, other operating expenses and contingent percentage rent are included in rent expense above, but are generally not included in the aggregate minimum rental commitments below, as, in many cases, the amounts payable in future periods are not quantified in the lease agreement and are dependent on future events. The total amount of such charges included in total rent expense above were $23.9 million, $22.1 million and $19.3 million in Fiscal 2016, Fiscal 2015 and Fiscal 2014, respectively, which includes $1.1 million, $1.0 million and $0.9 million of contingent percentage rent during Fiscal 2016, Fiscal 2015 and Fiscal 2014, respectively.

As of January 28, 2017, the aggregate minimum base rental commitments for all non-cancelable operating real property leases with original terms in excess of one year are $66.2 million, $62.5 million, $59.4 million, $56.4 million, $53.9 million for each of the next five years and $175.0 million thereafter.

As of January 28, 2017,February 1, 2020, we are also obligated under certain apparel license and design agreements to make future minimum royalty and advertising payments of $5.9$6 million, $4.7$4 million, $4.4$0 million, $4.3$0 million, $3.3and $0 million for each of the next five years and none$0 thereafter. These amounts do not include amounts, if any, that exceed the minimums required pursuant to the agreements.

During the 1990s, we discovered the presence of hazardous waste on one1 of our properties. We believe that remedial action willor other activities may be required, including continued investigation monitoring and treatmentmonitoring of groundwater and soil, although the timing and extent of such remedial actionactivities is uncertain. As of January 28, 2017both February 1, 2020 and January 30, 2016,February 2, 2019, the reserve for the remediation of this site was $1.2less than $1 million, and $1.2 million, respectively, which is included in other non-current liabilities in our consolidated balance sheets. The amount recorded represents our estimate of the costs, on an undiscounted basis, to clean up and monitor the site as well as any associated legal and consulting fees, based on currently available information. This estimate may change in future periods as more information on the remediation activities required and timing of those activities become known. No material amounts related to this reserve were recorded in the statements of operations in Fiscal 2016, Fiscal 2015 or Fiscal 2014.

During Fiscal 2016, we collected and recognized a benefit of $1.9 million in connection with settlements of certain outstanding economic loss claims filed pursuant to the Deepwater Horizon Economic and Property Damages Settlement Program. Additionally, in

In Fiscal 2016, we recognized a charge of $1.3$1 million related to an assertion of underpaid customs duties concerning the method used to determine the dutiable value of importedcertain inventory. The charge reflects the full amount of the assessment through January 28, 2017. We have appealed this assessment in accordance with the standard procedures of the relevant customs authorities. The charge may be adjusted or reversed asWe obtained a favorable ruling on appeal resulting in the matter progresses and additional information becomes available, butFiscal 2018 reversal for all amounts previously accrued related to the outcome isassertion.

In connection with our Fiscal 2017 acquisition of TBBC, we entered into a contingent consideration agreement which requires us to make cash payments to the sellers of up to $4 million in the aggregate subject to riskTBBC’s achievement of certain earnings targets over a four year period subsequent to the acquisition. Pursuant to this contingent consideration agreement, as of February 1, 2020, less than $1 million was earned related to Fiscal 2018 and uncertainty. Bothpaid in Fiscal 2019, less than $1 million was earned related to Fiscal 2019 and is payable in Fiscal 2020. NaN of these matters were recognized in costthe sellers of goods sold in Tommy Bahama.


TBBC is an employee and continues to manage the operations of TBBC.

Note 7. Shareholders'8. Shareholders’ Equity

Common Stock

We had 60 million shares of $1.00$1.00 par value per share common stock authorized for issuance as of January 28, 2017February 1, 2020 and January 30, 2016.February 2, 2019. We had 16.8 million and 16.617 million shares of common stock issued and outstanding as of January 28, 2017February 1, 2020 and January 30, 2016, respectively.

February 2, 2019.

Long-Term Stock Incentive Plan

As of January 28, 2017, 1.0February 1, 2020, less than 1 million shares were available for issuance under our Long-Term Stock Incentive Plan (the "Long-Term Stock Incentive Plan"). The Long-Term Stock Incentive Plan allows us to grant equity-based awards to employees and non-employee directors in the form of stock options, stock appreciation rights, restricted shares and/or restricted share units. NoNaN additional grantsshares are available under any predecessor plans.

Restricted share awards and restricted share unit awards granted to officers and other key employees generally vest three or four years from the date of grant if (1) the performance threshold, if any, was met and (2) the employee is still employed by us on the vesting date. At the time that restricted shares are issued, the shareholder is generally, subject to the terms of the


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7. Shareholders' Equity (Continued)

respective agreement, be entitled to the same dividend and voting rights as other holders of our common stock as long as the restricted

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

shares are outstanding. At the time that restricted share units are issued, the recipient may, subject to the terms of the respective agreement, earn non-forfeitable dividend equivalents equal to the dividend paid per share to holders of our common stock, but does not obtain voting rights associated with the restricted share units. The employee generally is restricted from transferring or selling any restricted shares or restricted share units, and generally forfeits the awards upon the termination of employment prior to the end of the vesting period. The specific provisions of the awards, including exercisability and term of the award, are evidenced by agreements with the employee as determined by ourthe compensation committee orof our Board of Directors, as applicable.

Directors.

The table below summarizes the restricted share award activity for officers and other key employees (in shares) during Fiscal 2016,2019, Fiscal 2015,2018, and Fiscal 2014:

 Fiscal 2016Fiscal 2015Fiscal 2014
 
Number of
Shares
Weighted-
average
grant date
fair value
Number of
Shares
Weighted-
average
grant date
fair value
Number of
Shares
Weighted-
average
grant date
fair value
Restricted share awards outstanding at beginning of fiscal year175,886
$67
91,172
$59
56,521
$47
Service-based restricted share awards granted/issued44,437
$73
23,637
$60
35,641
$78
Performance-based restricted share awards issued related to prior year performance awards87,009
$58
87,153
$78

$
Restricted share awards vested, including restricted shares repurchased from employees for employees' tax liability(58,711)$51
(4,645)$64

$
Restricted shares forfeited(19,939)67
(21,431)70
(990)$78
Restricted shares outstanding at end of fiscal year228,682
$69
175,886
$67
91,172
$59
2017:

    

Fiscal 2019

    

Fiscal 2018

    

Fiscal 2017

    

    

Weighted- 

    

    

Weighted-

    

    

Weighted-

average

average

average

Number of

grant date

Number of

grant date

Number of

grant date

Shares

fair value

Shares

fair value

Shares

fair value

Restricted share awards outstanding at beginning of fiscal year

257,890

$

66

211,045

$

63

228,682

$

69

Service-based restricted share awards granted/issued

42,573

$

76

49,726

$

79

58,753

$

56

Performance-based restricted share awards issued related to prior year performance awards

43,152

$

79

72,427

$

57

30,443

$

76

Restricted share awards vested, including restricted shares repurchased from employees for employees’ tax liability

(87,252)

$

71

(73,408)

$

58

(92,239)

$

78

Restricted share awards forfeited

(4,439)

 

69

(1,900)

 

62

(14,594)

 

58

Restricted share awards outstanding at end of fiscal year

251,924

$

68

257,890

$

66

211,045

$

63

The following table summarizes information about the unvested restricted share awards as of January 28, 2017.February 1, 2020. The unvested restricted share awards will be settled in shares of our common stock on the vesting date, subject to the employee still being an employee at that time.

Grant
Number of
Unvested Share Awards
Average Market
Price on
Date of Grant
Vesting
Date
Fiscal 2014 Service-based Restricted Share Awards24,751
$78
April 2017
Fiscal 2014 Performance-based Restricted Share Awards65,196
$78
April 2017
Fiscal 2015 Performance-based Restricted Share Awards73,361
$58
April 2018
Fiscal 2016 Service-based Restricted Share Awards31,594
$76
April 2019
Other Service-based Restricted Share Awards33,780
$60
April 2018 - April 2020
Total228,682
  

    

Number of

    

Average

Unvested

Market

Share

Price on

Description

Awards

Date of Grant

Service-based & Performance-based Restricted Share Awards Vesting in April 2020

 

114,003

$

58

Service-based & Performance-based Restricted Share Awards Vesting in April 2021

 

83,248

$

76

Service-based Restricted Share Awards Vesting in April 2022

 

54,673

$

75

Total

 

251,924

 

  

Restricted shares pursuant to performance-based awards are not issued until approved by our compensation committee following completion of the performance period. During Fiscal 2016,2019, approximately 30,00040,000 restricted shares were earned by recipients related to the Fiscal 20162019 performance period and issued in Fiscal 2017;period; however, these share awards were not included in


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7. Shareholders' Equity (Continued)

the tables above as the awards had not been issued as of January 28, 2017.February 1, 2020. The grant date fair value of these 30,00040,000 awards was $76 per share, and the awards vest in April 2019.
2022.

As of January 28, 2017,February 1, 2020, there was $7.1$8 million of unrecognized compensation expense related to the unvested restricted share awards, which have been granted to employees but have not yet vested, including the Fiscal 20162019 performance-based awards issued in the First Quarterfirst quarter of Fiscal 2017.2020. As of February 1, 2020, the weighted average remaining life of the outstanding awards was one year.

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In addition, we grant restricted shares to our non-employee directors for a portion of each non-employee director'sdirector’s annual compensation. The non-employee directors must complete certain service requirements; otherwise, the restricted shares are subject to forfeiture. On the date of issuance, the non-employee directors are entitled to the same dividend and voting rights as other holders of our common stock. The non-employee directors are restricted from transferring or selling the restricted shares prior to the end of the vesting period.

Employee Stock Purchase Plan

There were 0.4less than 1 million shares of our common stock authorized for issuance under our Employee Stock Purchase Plan ("ESPP") as of January 28, 2017.February 1, 2020. The ESPP allows qualified employees to purchase shares of our common stock on a quarterly basis, based on certain limitations, through payroll deductions. The shares purchased pursuant to the ESPP are not subject to any vesting or other restrictions. On the last day of each calendar quarter, the accumulated payroll deductions are applied toward the purchase of our common stock at a price equal to 85% of the closing market price on that date. Equity compensation expense related to the employee stock purchase plan recognized was $0.2 million, $0.2 million and $0.2less than $1 million in each of Fiscal 2016,2019, Fiscal 20152018 and Fiscal 2014, respectively.

2017.

Preferred Stock

We had 30 million shares of $1.00$1.00 par value preferred stock authorized for issuance as of January 28, 2017February 1, 2020 and January 30, 2016. NoFebruary 2, 2019. NaN preferred shares were issued or outstanding as of January 28, 2017February 1, 2020 or January 30, 2016.

Accumulated Other ComprehensiveFebruary 2, 2019.

Note 9. Income (loss)

The following table details the changes in our accumulated other comprehensive loss by component (in thousands), net of related income taxes during Fiscal 2016, Fiscal 2015 and Fiscal 2014.
 Foreign 
currency 
translation 
gain (loss)
Net unrealized 
gain (loss) on 
cash flow 
hedges
Accumulated 
other 
comprehensive 
income (loss)
Balance, February 1, 2014$(23,283)$(335)$(23,618)
Other comprehensive (loss) income, net of taxes(7,617)1,081
(6,536)
Balance, January 31, 2015(30,900)746
(30,154)
Other comprehensive income (loss), net of taxes24,071
(746)23,325
Balance, January 30, 2016(6,829)
(6,829)
Other comprehensive income, net of taxes1,553

1,553
Balance, January 28, 2017$(5,276)$
$(5,276)
Substantially all of the change in accumulated other comprehensive income (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, net of taxes in our consolidated statement of operations. Substantially all of the change in accumulated other comprehensive income (loss) in Fiscal 2016 and Fiscal 2014 resulted from changes in foreign currency exchange rates between certain functional and reporting currencies in the respective period. No material amounts of accumulated other comprehensive loss were reclassified from accumulated other comprehensive loss into our consolidated statements of operations during Fiscal 2016 or Fiscal 2014. Substantially all of the remaining balance in

OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 7. Shareholders' Equity (Continued)

accumulated other comprehensive income (loss) as of January 28, 2017 relates to our Tommy Bahama operations in Canada, Japan and Australia with changes during Fiscal 2016 reflecting the changes in foreign currency exchange rates between the local currency and the United States dollar during that period.
Note 8. Income Taxes

The following table summarizes our distribution between domestic and foreign earnings (loss) before income taxes and the provision (benefit) for income taxes (in thousands):

    

Fiscal

    

Fiscal

    

Fiscal

2019

2018

2017

Earnings from continuing operations before income taxes:

 

  

 

  

 

  

Domestic

$

86,528

$

85,050

$

78,707

Foreign

 

5,902

 

3,259

 

4,184

Earnings from continuing operations before income taxes

$

92,430

$

88,309

$

82,891

Income taxes:

 

  

 

  

 

  

Current:

 

  

 

  

 

  

Federal

$

18,565

$

12,543

$

11,710

State

 

5,459

 

4,474

 

3,775

Foreign

 

1,650

 

1,979

 

707

 

25,674

 

18,996

 

16,192

Deferred—Domestic

 

(1,870)

 

3,141

 

1,690

Deferred—Foreign

 

133

 

(119)

 

308

Income taxes

$

23,937

$

22,018

$

18,190

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Fiscal  
 2016
Fiscal  
 2015
Fiscal  
 2014
Earnings from continuing operations before income taxes:   
Domestic$84,843
$96,512
$94,607
Foreign1,620
(1,456)(5,024)
Earnings from continuing operations before income taxes$86,463
$95,056
$89,583
    
Income taxes:   
Current:   
Federal$19,704
$33,205
$33,552
State4,475
4,789
4,865
Foreign599
138
516
 24,778
38,132
38,933
Deferred—primarily Federal8,108
(1,508)(3,071)
Deferred—Foreign(922)(105)(76)
Income taxes$31,964
$36,519
$35,786

Reconciliations of the United States federal statutory income tax rates and our effective tax rates are summarized as follows:

    

Fiscal

    

Fiscal

    

Fiscal

 

2019

2018

2017

 

Statutory tax rate (1)

 

21.0

%  

21.0

%  

33.7

%

State income taxes—net of federal income tax benefit

 

4.4

%  

4.6

%  

3.6

%

Impact of foreign operations rate differential (2)

 

0.2

%  

0.7

%  

(0.6)

%

Valuation allowance for foreign losses and other carry-forwards (3)

 

0.1

%  

(0.1)

%  

1.1

%

Impact of U.S. Tax Reform on deferred tax amounts (4)

 

%  

%  

(14.4)

%

Other, net

 

0.2

%  

(1.3)

%  

(1.5)

%

Effective tax rate for continuing operations

 

25.9

%  

24.9

%  

21.9

%

(1)The statutory tax rate for Fiscal 2019 and Fiscal 2018 reflects the federal corporate tax rate of 21%. Fiscal 2017 is a blended rate that reflects the reduction of the federal corporate marginal tax rate effective January 1, 2018 as a result of U.S. Tax Reform.
(2)Impact of foreign operations rate differential primarily reflects the rate differential between the United States and the respective foreign jurisdictions for any foreign income or losses, and the impact of any permanent differences.
(3)Valuation allowance for foreign losses and other carry-forwards primarily reflects the valuation allowance recorded due to our inability to recognize an income tax benefit related to certain operating loss carry-forwards and deferred tax assets during the period. The benefit in Fiscal 2018 was primarily due to the utilization of certain operating loss carryforward benefits against current year earnings and changes in our assessment of the likelihood of recognition of certain foreign operating loss carryforwards.
(4)Impact of U.S. Tax Reform on deferred tax amounts of $12 million consists of our provisional income tax benefit amount related to the revaluation of deferred tax assets and liabilities to reflect the change in the enacted tax rate due to U.S. Tax Reform. During Fiscal 2018 as we completed our calculation of the impact of U.S. Tax Reform in accordance with Staff Accounting Bulletin No. 118, which provided us with up to one year to complete accounting for the impacts of U.S. Tax Reform, we did not recognize any material measurement period adjustments to the provisional amounts recorded in Fiscal 2017.
 Fiscal  
 2016
Fiscal  
 2015
Fiscal  
 2014
Statutory tax rate35.0 %35.0 %35.0%
State income taxes—net of federal income tax benefit3.8 %3.3 %3.0%
Impact of foreign operations rate differential (1)(0.4)%0.6 %1.1%
Valuation allowance against foreign losses and other carry-forwards (2)(0.6)%0.3 %0.8%
Other, net(0.8)%(0.8)%%
Effective tax rate for continuing operations37.0 %38.4 %39.9%

103

(1) Impact

Table of foreign operations rate differential primarily reflects the rate differential between the United States and the respective foreign jurisdictions for any foreign income or losses, and the impact of any permanent differences.Contents

OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(2) Valuation allowance against foreign losses and other carry-forwards primarily reflects the valuation allowance recorded due to our inability to recognize an income tax benefit related to certain operating loss carry-forwards and deferred tax assets during the period. The benefit in Fiscal 2016 was due to the utilization of certain operating loss carryforward benefits against current year earnings and changes in our assessment of the likelihood of recognition of certain foreign operating loss carryforwards.

Deferred tax assets and liabilities included in our consolidated balance sheets are comprised of the following (in thousands):


OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 8. Income Taxes (Continued)

 January 28,
2017
January 30,
2016
Deferred Tax Assets:  
Inventories$14,886
$16,610
Accrued compensation and benefits11,817
14,287
Receivable allowances and reserves2,561
2,601
Deferred rent and lease obligations6,671
5,981
Operating loss and other carry-forwards3,691
3,455
Other, net3,960
2,559
Deferred tax assets43,586
45,493
Deferred Tax Liabilities:  
Depreciation and amortization(5,360)(2,689)
Acquired intangible assets(46,524)(41,683)
Deferred tax liabilities(51,884)(44,372)
Valuation allowance(4,115)(4,553)
Net deferred tax liability$(12,413)$(3,432)

    

February 1,

    

February 2,

2020

2019

Deferred Tax Assets:

 

  

 

  

Inventories

$

13,067

$

13,210

Accrued compensation and benefits

 

8,977

 

8,096

Receivable allowances and reserves

 

993

 

890

Operating lease liabilities

 

85,969

 

3,371

Operating loss and other carry-forwards

 

3,171

 

2,785

Other, net

 

1,546

 

4,122

Deferred tax assets

 

113,723

 

32,474

Deferred Tax Liabilities:

 

  

 

  

Operating lease assets

(82,186)

Depreciation and amortization

 

(8,076)

 

(11,917)

Acquired intangible assets

 

(34,019)

 

(32,913)

Deferred tax liabilities

 

(124,281)

 

(44,830)

Valuation allowance

 

(5,213)

 

(5,103)

Net deferred tax liability

$

(15,771)

$

(17,459)

As of January 28, 2017February 1, 2020 and January 30, 2016February 2, 2019 our operating loss and other carry-forwards primarily relate to our operations in Canada and Hong Kong, and Japan, as well as certain states. The majority of these operating loss carry-forwards allow for carry-forward of at least 15 years. Substantially all20 years and in some cases, indefinitely. The substantial majority of our valuation allowance of $4.1$5 million and $4.6$5 million as of January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, respectively, relates to thethese foreign and state operating loss carry-forwards and the deferred tax assets in those jurisdictions. The recent history of operating losses in certain jurisdictions is considered significant negative evidence against the future realizability of these tax benefits. The amount of the valuation allowance considered necessary, however, could change in the future if our operating results or estimates of future taxable operating results changes.

U.S. Tax Reform made significant changes particularly if, in future years, objective evidence into how foreign earnings are taxed. Certain amounts of foreign earnings are subject to U.S. federal tax currently pursuant to the formGILTI rules regardless of cumulative losses iswhether those earnings are distributed, and actual distributions of foreign earnings are generally no longer presentsubject to U.S. federal tax.   We continue to assert that our investments in certain jurisdictions. Alternatively,foreign subsidiaries and substantially all of the related earnings are permanently reinvested outside the United States. We believe that any other taxes such as foreign withholding or U.S. state tax payable would be immaterial if we generate operating losses in future periods in certain jurisdictions,were to repatriate the foreign earnings. Therefore, we may determine it is necessary to increase valuation allowances for certain deferred tax assets.


Nohave not recorded any deferred tax liabilities related to our original investments in our foreign subsidiaries and foreign earnings, if any, were recorded at either balance sheet date, as substantially all our original investments and earnings related toin our foreign subsidiaries are considered permanently reinvested outsideconsolidated balance sheets as of the United States. Further, because the financial basis in each foreign entity does not exceed the tax basis by an amount exceeding undistributed earnings, no additional United States tax would be due if the original investment were to be repatriated in the future. As of January 28, 2017February 1, 2020 and January 30, 2016, we had undistributed earnings of foreign subsidiaries of $4.4 million and $4.7 million, respectively, which were considered permanently reinvested. These undistributed earnings could become subject to United States taxes if they are remitted as dividends or as a result of certain other types of intercompany transactions, but the amount of taxes payable upon remittance would not be significant after considering any foreign tax credits.
February 2, 2019.

Accounting for income taxes requires that we offset all deferred tax liabilities and assets within each particular tax jurisdiction and present themthe net deferred tax amount for each jurisdiction as a singlenet deferred tax amount in our consolidated balance sheets, with all net deferred tax assets or deferred tax liabilities by jurisdiction recognized as non-current deferred tax assets or deferred tax liabilities in our consolidated balance sheets. The amounts of deferred income taxes included in the following line items in our consolidated balance sheets are as follows (in thousands):

    

February 1,

    

February 2,

2020

2019

Assets:

 

  

 

  

Deferred tax assets

$

769

$

952

Liabilities:

 

  

 

  

Deferred tax liabilities

 

(16,540)

 

(18,411)

Net deferred tax liability

$

(15,771)

$

(17,459)

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8. Income Taxes (Continued)

 January 28,
2017
January 30,
2016
Assets:  
Deferred tax assets$1,165
$225
Liabilities:  
Deferred tax liabilities(13,578)(3,657)
Net deferred tax liability$(12,413)$(3,432)

Note 9.10. Defined Contribution Plans

We have a tax-qualified voluntary retirement savings plan covering substantially all full-time United States employees and other similar plans covering certain foreign employees. If a participant decideselects to contribute, a portion of the contribution ismay be matched by us. Additionally, we incur certain charges related to our non-qualified deferred compensation plan as discussed in Note 1. Realized and unrealized gains and losses on the deferred compensation plan investments are recorded in SG&A in our consolidated statements of operations and substantially offset the changes in deferred compensation liabilities to participants resulting from changes in market values. Our aggregate expense under these defined contribution and non-qualified deferred compensation plans in Fiscal 2016,2019, Fiscal 20152018 and Fiscal 20142017 was $3.5$5 million, $3.3$5 million and $2.9$4 million, respectively.

Note 10. Related Party Transactions
SunTrust
Mr. E. Jenner Wood, III, one of our directors, served as Corporate Executive Vice President of SunTrust Banks, Inc. ("SunTrust") until his retirement at the end of 2016. We maintain a syndicated credit facility under which SunTrust serves as agent and lender, and a SunTrust affiliate acted as lead arranger and book runner in connection with our Fiscal 2016 refinancing of our U.S. Revolving Credit Agreement. The services provided and fees paid to SunTrust in connection with such services for each period are set forth below (in thousands):
ServiceFiscal 2016Fiscal 2015Fiscal 2014
Interest and agent fees for our credit facility$1,190
$459
$606
Cash management services$92
$90
$92
Lead arranger, book runner and upfront fees$657
$
$
Other$10
$56
$9
Our credit facilities were entered into in the ordinary course of business. Our aggregate payments to SunTrust and its subsidiaries for these services did not exceed 1% of our gross revenues during the periods presented or 1% of SunTrust's gross revenues during its fiscal years ended December 31, 2016, December 31, 2015 and December 31, 2014.
Contingent Consideration Agreement
In connection with our acquisition of the Lilly Pulitzer brand and operations in December 2010, we entered into a contingent consideration agreement pursuant to which the beneficial owners of the Lilly Pulitzer brand and operations prior to the acquisition were entitled to earn up to an additional $20 million in cash, in the aggregate, over the four years following the closing of the acquisition based on Lilly Pulitzer's achievement of certain earnings targets. The potential contingent consideration was comprised of: (1) four individual performance periods, consisting of the period from the date of our acquisition through the end of Fiscal 2011, Fiscal 2012, Fiscal 2013 and Fiscal 2014, in respect of which the prior owners of the Lilly Pulitzer brand and operations were entitled to receive up to $2.5 million for each performance period; and (2) a cumulative performance period consisting of the period from the date of our acquisition through the end of Fiscal 2014, in respect of which the prior owners of the Lilly Pulitzer brand and operations were entitled to receive up to $10 million.

OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 10. Related Party Transactions (Continued)

Mr. Scott A. Beaumont, one of our former executive officers who was appointed CEO, Lilly Pulitzer Group, in connection with our acquisition of the Lilly Pulitzer brand and operations, together with various trusts for the benefit of certain family members, held a 50% ownership interest in the Lilly Pulitzer brand and operations prior to the acquisition. The principals who owned the Lilly Pulitzer brand and operations prior to the acquisition remained involved in the Lilly Pulitzer operations through March 2016. As a result of Lilly Pulitzer exceeding the earnings targets specified in the contingent consideration agreement, the maximum $20 million amount was earned in full. The final payment related to the contingent consideration agreement was made in Fiscal 2015.

Note 11. Summarized Quarterly Data (unaudited)

Each of our fiscal quarters consists of thirteen week periods, beginning on the first day after the end of the prior fiscal quarter, except that the fourth quarter in a year with 53 weeks (such as Fiscal 2017) includes 14 weeks. Following is a summary of our Fiscal 20162019 and Fiscal 2015,2018, quarterly results (in thousands, except per share amounts):

    

First

    

Second

    

Third

    

Fourth

    

Quarter

Quarter

Quarter

Quarter

Total(1)

Fiscal 2019

 

  

 

  

 

  

 

  

 

  

Net sales

$

281,973

$

302,000

$

241,221

$

297,596

$

1,122,790

Gross profit

$

165,769

$

179,825

$

132,980

$

166,393

$

644,967

Operating income

$

29,742

$

40,259

$

2,594

$

21,080

$

93,675

Net earnings

$

21,657

$

29,836

$

1,668

$

15,332

$

68,493

Net earnings per share:

 

  

 

  

 

  

 

  

 

  

Basic

$

1.30

$

1.78

$

0.10

$

0.91

$

4.09

Diluted

$

1.29

$

1.76

$

0.10

$

0.90

$

4.05

Weighted average shares outstanding:

 

  

 

  

 

  

 

  

 

  

Basic

 

16,713

 

16,760

 

16,773

 

16,779

 

16,756

Diluted

 

16,848

 

16,907

 

16,934

 

16,965

 

16,914

Fiscal 2018

 

  

 

  

 

  

 

  

 

  

Net sales

$

272,628

$

302,641

$

233,662

$

298,535

$

1,107,466

Gross profit

$

164,146

$

179,297

$

129,279

$

164,402

$

637,124

Operating income

$

28,373

$

36,513

$

3,705

$

22,001

$

90,592

Net earnings

$

20,567

$

27,184

$

1,861

$

16,679

$

66,291

Net earnings per share:

 

  

 

  

 

  

 

  

 

  

Basic

$

1.24

$

1.63

$

0.11

$

1.00

$

3.97

Diluted

$

1.23

$

1.61

$

0.11

$

0.99

$

3.94

Weighted average shares outstanding:

 

  

 

  

 

  

 

  

 

  

Basic

 

16,639

 

16,683

 

16,694

 

16,698

 

16,678

Diluted

 

16,769

 

16,840

 

16,870

 

16,890

 

16,842

(1)The sum of the quarterly net earnings per share amounts may not equal the amount for the year due to rounding.
 
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Total
Fiscal 2016     
Net sales$256,235
$282,996
$222,308
$261,049
$1,022,588
Gross profit$152,132
$165,706
$118,279
$146,657
$582,774
Operating income (loss)$32,006
$38,689
$(327)$19,516
$89,884
Net earnings (loss) from continuing operations$20,177
$23,875
$(1,598)$12,045
$54,499
Loss from discontinued operations, net of taxes$
$
$
$(2,038)$(2,038)
Net earnings (loss)$20,177
$23,875
$(1,598)$10,007
$52,461
Net earnings (loss) from continuing operations per share:     
Basic$1.22
$1.45
$(0.10)$0.73
$3.30
Diluted$1.21
$1.44
$(0.10)$0.72
$3.27
Loss from discontinued operations, net of taxes, per share:     
Basic$
$
$
$(0.12)$(0.12)
Diluted$
$
$
$(0.12)$(0.12)
Net earnings (loss) per share:     
Basic$1.22
$1.45
$(0.10)$0.61
$3.18
Diluted$1.21
$1.44
$(0.10)$0.60
$3.15
Weighted average shares outstanding:     
Basic16,503
16,515
16,531
16,537
16,522
Diluted16,617
16,623
16,531
16,689
16,649
Fiscal 2015     
Net sales$260,394
$250,689
$198,624
$259,583
$969,290
Gross profit$154,392
$151,086
$107,889
$144,738
$558,105
Operating income$35,483
$34,746
$(1,166)$28,451
$97,514
Net earnings from continuing operations$21,323
$21,050
$(1,390)$17,554
$58,537
Loss from discontinued operations, net of taxes$(4,068)$(23,070)$(754)$(83)$(27,975)
Net earnings (loss)$17,255
$(2,020)$(2,144)$17,471
$30,562

The Fourth Quarters of Fiscal 2019 and Fiscal 2018 included a LIFO accounting charge of $1 million and $1 million, respectively. The full years of Fiscal 2019 and Fiscal 2018 included a LIFO accounting charge of $1 million and $1 million, respectively.

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OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 11. Summarized Quarterly Data (unaudited) (Continued)


Net earnings from continuing operations per share:     
Basic$1.30
$1.28
$(0.08)$1.07
$3.56
Diluted$1.29
$1.27
$(0.08)$1.06
$3.54
(Loss) earnings from discontinued operations, net of taxes, per share:     
Basic$(0.25)$(1.40)$(0.05)$(0.01)$(1.70)
Diluted$(0.25)$(1.39)$(0.05)$(0.01)$(1.69)
Net earnings (loss) per share:     
Basic$1.05
$(0.12)$(0.13)$1.06
$1.86
Diluted$1.04
$(0.12)$(0.13)$1.05
$1.85
Weighted average shares outstanding:     
Basic16,445
16,451
16,457
16,466
16,456
Diluted16,525
16,547
16,457
16,600
16,559
The sum of the quarterly net earnings (loss) per share amounts may not equal the amounts for the full year due to rounding. The Fourth Quarter of Fiscal 2016 and Fiscal 2015 included a LIFO accounting credit of $3.6 million and charge of $0.3 million, respectively. The full year of Fiscal 2016 and Fiscal 2015 included a LIFO accounting credit of $5.9 million and a LIFO accounting charge of $0.3 million, respectively.
OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)



Note 12. Business Combinations

On April 19, 2016,

Fiscal 2017 Business Combinations

During Fiscal 2017 we completed certain acquisitions which resulted in our acquisition of TBBC and 12 Lilly Pulitzer Signature Stores. TBBC, which we acquired Southern Tide, LLC, which ownsin December 2017, designs, sources, markets and distributes premium childrenswear including bonnets, hats, apparel, swimwear and accessories through the Southern Tide lifestyle apparel brand. Southern Tide carries an extensive selection of men’s shirts, pants, shorts, outerwear, ties, swimwear, footwear and accessories,TBBC e-commerce website as well as wholesale specialty retailers. The Lilly Pulitzer Signature Stores that were acquired are located in Massachusetts, Virginia and Maryland. We believe the TBBC acquisition further advances our strategic goal of owning a women’s collection. The brand’s products are sold through its wholesale operations to specialty stores and department stores as well as through itsdiversified portfolio of lifestyle brands, while the acquisition of the Lilly Pulitzer Signature Stores allows for growth of Lilly Pulitzer’s direct to consumer business, particularly in some key markets. Subsequent to their respective acquisitions, the acquired Lilly Pulitzer Signature Stores are included in our Lilly Pulitzer operating group, while the TBBC operations on the Southern Tide website.

are included in Corporate and Other.

The purchase price, forin the acquisitionaggregate, of Southern Tideour Fiscal 2017 acquisitions was $85$18 million inprimarily consisting of cash, subject to adjustment based on net working capital or inventory amounts as of the closing datedates of the acquisition. After giving effect to the final working capital adjustment paid in Fiscal 2016, the purchase price paid was $92.0 million, net of acquired cash of $2.4 million.respective acquisitions. We used borrowings under our revolving credit facility to finance the transaction.transactions. Transaction and integration costs related to this acquisitionthe acquisitions totaled $0.8$1 million and are included in SG&A in Corporate and Other in Fiscal 2016.

2017. The following table summarizes our allocation of the purchase price for the Southern Tide acquisitionFiscal 2017 acquisitions, in the aggregate (in thousands):

    

Fiscal 2017 acquisitions

Cash and cash equivalents

$

406

Inventories (1)

 

3,910

Prepaid expenses and other current assets

 

595

Property and equipment

 

682

Intangible assets

 

5,940

Goodwill

 

6,642

Accounts payable, accrued expenses and other liabilities

 

(640)

Purchase price (2)

$

17,535

 Southern Tide acquisition (1)
Cash and cash equivalents$2,423
Receivables6,616
Inventories (2)16,251
Prepaid expenses740
Property and equipment220
Intangible assets30,240
Goodwill42,745
Other non-current assets344
Accounts payable, accrued expenses and other liabilities(3,473)
Deferred taxes(1,812)
Purchase price$94,294
  
(1) In the Fourth Quarter of Fiscal 2016, we completed our estimated valuation of assets and liabilities acquired as part of the Southern Tide acquisition, including intangible assets and inventories, resulting in changes
(1)Includes a step-up of acquired inventory from cost to fair value of $1 million with substantially all of this step-up amount recognized in Fiscal 2017 in cost of goods sold in our consolidated statement of operations with the remaining amount recognized in Fiscal 2018 in cost of goods sold in our consolidated statement of operations.
(2)In connection with the TBBC acquisition, we entered into a contingent consideration agreement pursuant to which we will be obligated to make cash payments to the sellers of up to $4 million in the aggregate subject to TBBC’s achievement of certain earnings targets over a four year period subsequent to the estimated fair values previously disclosed for intangible assets, inventories, deferred taxes and goodwill. The table above reflects the revised estimates of fair value for the assets and liabilities. The revised estimated fair values of the acquired assets and liabilities resulted in reductions to finite-lived intangible assets of $3.2 million and indefinite-lived intangible assets of $7.5 million, deferred taxes of $2.2 million, inventories, net of $0.4 million and other smaller changes resulting in a net increase to goodwill of $9.2 million. The net impact to amounts previously recorded in our consolidated statements of operations for the first, second and third quarters of Fiscal 2016 for inventory step-up and amortization of intangible assets was not material to our consolidated financial statements for Fiscal 2016 or any individual quarter within Fiscal 2016.
(2) Includes a step-up of acquired inventory from cost to fair value of $2.7 million. This step-up amount was recognized in Fiscal 2016 in cost of goods sold in our consolidated statement of operations.
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. Estimated fair value of the contingent consideration amount as of the acquisition date was less than $1 million.

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

    

    

Fiscal 2017

Useful life

acquisitions

Finite lived intangible assets acquired:

 

  

 

  

Trade names and trademarks

 

20 years

$

4,220

Other intangible assets including reacquired rights, customer relationships and non-compete agreements

 

3 - 10 years

$

1,720

$

5,940

106

 Useful lifeSouthern Tide acquisition
Finite lived intangible assets acquired, primarily consisting of customer relationships5 - 20 years$3,440
Trade names and trademarksIndefinite26,800
  $30,240

Table of Contents

OXFORD INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 12. Business Combinations (Continued)









Pro Forma Information (unaudited)
The consolidated pro forma information presented below (in thousands, except per share data) gives effect13. Tommy Bahama Japan Charges

During Fiscal 2019 and Fiscal 2018, we incurred certain charges related to the April 19, 2016 acquisitionrestructure of Southern Tide as ifour Tommy Bahama Japan operations, which we plan to exit entirely during the acquisition had occurred asfirst half of Fiscal 2020. In Fiscal 2018 we incurred charges related to the lease termination and closure of the beginning ofTommy Bahama Ginza flagship retail-restaurant location, for which the lease was previously scheduled to expire in 2022, as well as other charges associated with downsizing the business. In 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.

 Fiscal 2016Fiscal 2015
Net sales$1,034,369
$1,007,330
Earnings from continuing operations before income taxes$92,212
$95,963
Earnings from continuing operations$58,035
$58,609
Earnings from continuing operations per share:  
   Basic$3.51
$3.59
   Diluted$3.49
$3.57

Fiscal 2016 pro forma information above includes amortization of acquired intangible assets, but excludes the transaction expenses2019 we incurred charges associated with the transactionshutdown of our remaining retail and concession operations in Japan which is scheduled to be completed in the incremental costfirst half of goods sold associated withFiscal 2020. The substantial majority of the step-upcharges in Fiscal 2019 and Fiscal 2018, which are included in Tommy Bahama, were recognized in SG&A.

The charges in Fiscal 2018 totaled $4 million, including $2 million of lease termination and premises reinstatement charges, $1 million of non-cash asset impairment charges and $1 million of inventory at acquisition that were recognized by us in our Fiscal 2016 consolidated statement of operations. Fiscal 2015 pro forma information above includes amortization of acquired intangible assets, transaction expenses associated with the transactionmarkdown, severance 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.

In addition to the Southern Tide acquisition, Lanier Apparel completed two acquisitions resulting in total cash payments of $3.1 million during Fiscal 2016. Assets acquired in these acquisitions primarily consisted of intangible assets, as disclosed in Note 4, and inventory.

OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Note 13. 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 during February 2016. We do not anticipate significant operations or earningscharges related to the discontinued operationsdownsizing of the business. The charges in future periods, with cash flow attributable to discontinued operations in the future primarily limited to amountsFiscal 2019 totaled $3 million, including a $1 million non-cash foreign currency charge associated with certain retained lease obligations. The estimated lease liabilityour investment in Japan which was previously included in accumulated other comprehensive income in our consolidated balance sheet, $1 million of $5.4 million as of January 28, 2017 represents our best estimate of the future net loss anticipated with respect to certain 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 space and the ability of those sub-tenants to pay the sub-lease income or, alternatively, dependent upon lease termination, costs negotiated with the landlords in the future. In Fiscal 2016, we incurred an additional losspremises reinstatement and operating lease asset impairment charges, and charges related to the retainedrevision to the estimated Ginza reinstatement charge recognized in the prior year, as well as other items including severance and inventory markdowns related to the pending shutdown of the Tommy Bahama Japan operations.

As of February 1, 2020, obligations related to these charges that are still outstanding total $1 million, which primarily consist of monthly retail store lease obligations primarilypayments, lease termination payments and premises reinstatement charges requiring payment in the first half of Fiscal 2020 and other amounts related to the pending shutdown of the business. These amounts are included in current liabilities in our consolidated balance sheet as the amounts are expected to be paid in the first half of Fiscal 2020.

Note 14. Subsequent Events

Subsequent to the end of Fiscal 2019, in February and March 2020, we repurchased 332,000 shares of our common stock for $18 million under an open market stock repurchase program (Rule 10b5-1 plan).

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a resultpandemic, which continues to spread throughout the United States. Due to the COVID-19 outbreak, we saw reduced consumer traffic starting in early March 2020 and temporarily closed all of the defaultour retail and failurerestaurant locations in North America on March 17, 2020. Subsequent to pay by a sub-tenantthose closures, we also temporarily closed all of our retail locations in Australia. These store and an updated assessment of the anticipated losses considering anticipated sub-lease income to be earned, timing of obtaining a tenant, lease incentives and market rents.


We have not classified as discontinued operations any corporate or shared service expenses historically charged to Ben Sherman which we determined may not be eliminated as a result of its disposal or offset by any transitional services income amounts. Recognizing these expenses and income as continuing operations in Corporate and Other reflected the uncertainty of whether there would be a reduction in such corporate or shared service expenses in the future as a result of the sale of Ben Shermanrestaurant closures, as well as the disruptions in all of our channels of distribution resulting from the COVID-19 outbreak, has had, and will continue to have a negative impact on our net sales during Fiscal 2020. While the disruption is currently expected to be temporary, there is significant uncertainty regardingaround the term of any transitional services income. Interest expense under our prior U.K. revolving credit agreement, which was satisfied in connection with the transaction, is the only interest expense included in discontinued operations in our consolidated financial statements as this represents the interest expense directly attributable to the discontinued operations.

The following represents major classes of assets and liabilities related to the discontinued operations included in our consolidated balance sheets asduration of the following dates (in thousands):
 January 28, 2017January 30, 2016
Current liabilities$(2,860)$(2,394)
Non-current liabilities(2,544)(4,571)
Net (liabilities) assets$(5,404)$(6,965)
Operatingdisruption. Thus, while we expect this matter to negatively impact our business, results of operations and financial position, the discontinued operationsrelated financial impact cannot be reasonably estimated at this time. As a result, we are shown below (in thousands):leveraging our balance sheet and have drawn down $200 million from the U.S. Revolving Credit Agreement to increase our cash position and help preserve our financial flexibility.

107

 Fiscal 2016Fiscal 2015Fiscal 2014
Net sales$
$28,081
$77,481
Cost of goods sold
17,414
40,751
Gross profit$
$10,667
$36,730
SG&A2,928
20,698
50,130
Royalties and other operating income
1,919
4,184
Operating loss$(2,928)$(8,112)$(9,216)
Interest expense, net
146
247
Loss from discontinued operations before income taxes$(2,928)$(8,258)$(9,463)
Income taxes(890)(800)(1,424)
Loss from discontinued operations, net of taxes$(2,038)$(7,458)$(8,039)
Loss on sale of discontinued operations, net of taxes
(20,517)
Net loss from discontinued operations, net of taxes$(2,038)$(27,975)$(8,039)
OXFORD INDUSTRIES, INC.

Table of Contents

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Note 13. Discontinued Operations (Continued)



Certain information pertaining to depreciation and amortization as well as capital expenditures associated with our discontinued operations, which is included in our consolidated statements of cash flows, has been included below (in thousands):
 Fiscal 2016Fiscal 2015Fiscal 2014
Depreciation and amortization$136
$667
$3,082
Capital expenditures$
$660
$4,290



SCHEDULE II

Oxford Industries, Inc.

Valuation and Qualifying Accounts

Column A

Column B

Column C

Column D

Column E

Additions

Charged

Balance at

Charged to

to Other

Deductions

Balance at

Beginning

Costs and

Accounts–

End of

Description

    

of Period

    

Expenses

    

Describe

    

Describe

    

Period

(In thousands)

Fiscal 2019

 

  

 

  

 

  

 

  

 

  

Deducted from asset accounts:

 

  

 

  

 

  

 

  

 

  

Accounts receivable reserves (1)

$

6,646

$

15,802

 

$

(13,682)

(3)  

$

8,766

Allowance for doubtful accounts (2)

$

661

$

88

 

$

(194)

(4)  

$

555

Fiscal 2018

 

  

 

  

 

  

 

  

  

 

  

Deducted from asset accounts:

 

  

 

  

 

  

 

  

  

 

  

Accounts receivable reserves (1)

$

6,485

$

9,599

 

$

(9,438)

(3)  

$

6,646

Allowance for doubtful accounts (2)

$

1,659

$

225

 

$

(1,223)

(4)  

$

661

Fiscal 2017

 

  

 

  

 

  

 

  

 

  

Deducted from asset accounts:

 

  

 

  

 

  

 

  

 

  

Accounts receivable reserves (1)

$

9,301

$

9,059

 

$

(11,875)

(3)  

$

6,485

Allowance for doubtful accounts (2)

$

811

$

1,366

 

$

(518)

(4)  

$

1,659

Column AColumn BColumn C  Column D Column E
Description
Balance at
Beginning
of Period
Additions
Charged to
Costs and
Expenses
Charged
to Other
Accounts–
Describe
 
Deductions–
Describe
 
Balance at
End of
Period
 (In thousands)
Fiscal 2016       
Deducted from asset accounts:       
Accounts receivable reserves(1)$8,402
$10,032
153
(3)$(9,286)(4)$9,301
Allowance for doubtful accounts(2)454
506
80
(3)(229)(5)$811
Fiscal 2015       
Deducted from asset accounts:       
Accounts receivable reserves(1)$8,265
$10,288

 $(10,151)(4)$8,402
Allowance for doubtful accounts(2)571
8

 (125)(5)$454
Fiscal 2014       
Deducted from asset accounts:       
Accounts receivable reserves(1)$8,343
$9,952

 $(10,030)(4)$8,265
Allowance for doubtful accounts(2)374
392

 (195)(5)$571


(1)Accounts receivable reserves includeincludes estimated reserves for allowances, returns and discounts related to our wholesale operations as discussed in our significant accounting policy disclosure for Revenue"Revenue Recognition and Accounts ReceivableReceivables" in Note 1 of our consolidated financial statements.

(2)Allowance for doubtful accounts consists of amounts reserved for our estimate of a customer'scustomer’s inability to meet its financial obligations as discussed in our significant accounting policy disclosure for Revenue"Revenue Recognition and Accounts ReceivableReceivables" in Note 1 of our consolidated financial statements.

(3)Addition due to business combinations in Fiscal 2016.

(4)Principally amounts written off related to customer allowances, returns and discounts.

(4)
(5)Principally accounts written off as uncollectible.



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Table of Contents



Report of Independent Registered Public Accounting Firm



The

To the Shareholders and the Board of Directors and Shareholders of Oxford Industries, Inc.


Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Oxford Industries, Inc. (the Company) as of January 28, 2017February 1, 2020 and January 30, 2016, andFebruary 2, 2019, the related consolidated statements of operations, comprehensive income, shareholders'shareholders’ equity and cash flows for each of the three years in the period ended January 28, 2017. Our audits also includedFebruary 1, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Oxford Industries, Inc.the Company at January 28, 2017February 1, 2020 and January 30, 2016,February 2, 2019, and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 28, 2017,February 1, 2020, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Oxford Industries, Inc.'sthe Company's internal control over financial reporting as of January 28, 2017,February 1, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 27, 201730, 2020 expressed an unqualified opinion thereon.

Adoption of New Accounting Standards

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases in fiscal year 2019 due to the adoption of the new leasing standard. The Company adopted the new leasing standard using the modified retrospective approach.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.


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Annual Impairment Analysis of Goodwill and Indefinite-Lived Intangible Asset of the Southern Tide Reporting Unit

Description of the Matter

As disclosed in Note 4 to the consolidated financial statements, at February 1, 2020, the Company’s goodwill and trademark indefinite-lived intangible asset balances for the Southern Tide reporting unit were approximately $43 million and $27 million, respectively. As disclosed in Note 1 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are tested for impairment at least annually on the first day of the fourth quarter or whenever changes in circumstances may indicate the carrying amounts may not be recoverable.

Auditing management’s annual goodwill and indefinite-lived intangible asset impairment tests for the Southern Tide reporting unit was complex and highly judgmental due to the significant estimation required to determine the fair values of the Southern Tide reporting unit and indefinite-lived intangible asset. In particular, the fair value estimate of the Southern Tide reporting unit for purposes of assessing whether the related goodwill balance was impaired was sensitive to significant assumptions such as projected net sales, projected operating income, and the discount rate. In addition, the fair value estimate of the Southern Tide indefinite-lived intangible asset was sensitive to significant assumptions such as projected net sales, royalty rate for the trademark, and the discount rate. These significant assumptions are affected by expectations about future market and economic conditions.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the Southern Tide goodwill and indefinite-lived intangible asset impairment process. For example, we tested controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the Southern Tide reporting unit and indefinite-lived intangible asset, we performed audit procedures that included, among others, assessing methodologies used by the Company, testing the significant assumptions discussed above, and evaluating the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we compared the significant assumptions described above to current market and economic trends; the assumptions used to value similar assets in acquisitions; historical results of the business; and other guidelines used by companies in the same industry. We involved our valuation specialists to assist in our evaluation of the Company's valuation methodology and certain significant assumptions, including the discount rates and trademark royalty rate. In addition, we assessed the historical accuracy of management’s prospective financial information and performed sensitivity analyses on significant assumptions to evaluate the potential changes in the fair value of the Southern Tide reporting unit and indefinite-lived intangible asset that would result from changes in the assumptions.

/s/ Ernst & Young LLP

We have served as the Company's auditor since 2002.

Atlanta, GA

March 30, 2020


110

Atlanta, Georgia
March 27, 2017

Table of Contents





Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.  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 principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

effective.

Changes in and Evaluation of Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the fourth quarter of Fiscal 20162019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting is supported by a program of appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel, and a written code of conduct.

We assessed the effectiveness of our internal control over financial reporting as of January 28, 2017.February 1, 2020. In making this assessment, management used the updated framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission (COSO)("COSO") in Internal Control—Integrated Framework (2013). Based on this assessment, we believe that our internal control over financial reporting was effective as of January 28, 2017.

February 1, 2020.

Ernst & Young LLP, our independent registered public accounting firm, has audited our internal control over financial reporting as of January 28, 2017,February 1, 2020, and its report thereon is included herein.

/s/ THOMAS C. CHUBB III

/s/ K. SCOTT GRASSMYER

Thomas C. Chubb III

Chairman, Chief Executive Officer and President

(Principal Executive Officer)

K. Scott Grassmyer

Executive Vice President — Finance, Chief Financial Officer and Controller

(Principal Financial Officer)

March 27, 201730, 2020

March 27, 201730, 2020


Limitations on the Effectiveness of Controls

Because of their inherent limitations, our disclosure controls and procedures and our internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that a control system'ssystem’s objectives will be met.


111



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Report of Independent Registered Public Accounting Firm



The

To the Shareholders and the Board of Directors and Shareholders of Oxford Industries, Inc.


Opinion on Internal Control over Financial Reporting

We have audited Oxford Industries, Inc.’sinternal control over financial reporting as of January 28, 2017,February 1, 2020, based on criteria established in Internal Control-IntegratedControl—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Oxford Industries, Inc.’s (the Company) maintained, in all material respects, effective internal control over financial reporting as of February 1, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 1, 2020 and February 2, 2019, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended February 1, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated March 30, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.


We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.


Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


In our opinion, Oxford Industries, Inc. maintained, in all material respects, effective internal control over financial reporting as of January 28, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of January 28, 2017 and January 30, 2016, and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended January 28, 2017 of Oxford Industries, Inc. and our report dated March 27, 2017 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP


Atlanta, Georgia

March 27, 2017


30, 2020



Item 9B.  Other Information

None.


PART III


Item 10.  Directors, Executive Officers and Corporate Governance

The following table sets forth certain information concerning the members of our Board of Directors:

Name

Principal Occupation

NamePrincipal Occupation

Helen Ballard

Ms. Ballard is the owner of Helen Ballard LLC, a home furnishing product design business.

Thomas C. Chubb III

Mr. Chubb is our Chairman, Chief Executive Officer and President.

Thomas C. Gallagher

Mr. Gallagher is the retired Chairman, of the Board of DirectorsChief Executive Officer and President of Genuine Parts Company, a distributor of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials.Company.

Virginia A. Hepner

Ms. Hepner is the retired President and Chief Executive Officer of the Woodruff Arts Center, one of the world’s largest arts centers.Center.

John R. Holder

Mr. Holder is Chairman and Chief Executive Officer of Holder Properties, a full-service commercial and residential real estate developer.

J. Reese

Stephen S. Lanier

Mr. Lanier was self-employedis a Managing Partner of Fremantle, Capital LLC, a private investment firm that provides capital growth to mature, lower middle market companies primarily in farmingthe southeast and related businesses until his retirement in 2009.Texas.

Dennis M. Love

Mr. Love served asis the retired Chairman and Chief Executive Officer of Printpack Inc., a manufacturer of flexible and specialty rigid packaging, until his retirement in January 2017.

Clarence H. Smith

Mr. Smith is Chairman of the Board, President and Chief Executive Officer of Haverty Furniture Companies, Inc., a home furnishings retailer.

Clyde C. Tuggle

Mr. Tuggle is Senior Vice President and Chief Public Affairs and Communications Officerco-founder of The Coca-Cola Company.Pine Island Capital Partners, a private investment firm.

E. Jenner Wood III

Mr. Wood served asis the retired Corporate Executive Vice President of SunTrust Banks, Inc. until his retirement at the end of 2016.

The following table sets forth certain information concerning our executive officers:

Name

Position Held

NamePosition Held

Thomas C. Chubb III

Chairman, Chief Executive Officer and President

Thomas E. Campbell

Executive Vice President - Law and Administration, General Counsel and SecretaryPeople & Technology

K. Scott Grassmyer

Executive Vice President - Finance, Chief Financial Officer and Controller

J. Wesley Howard, Jr.

President, Lanier Apparel

Michelle M. Kelly

CEO,

Chief Executive Officer, Lilly Pulitzer Group

Suraj A. Palakshappa

Vice President - Law, General Counsel and Secretary

Douglas B. Wood

CEO,

Chief Executive Officer, Tommy Bahama Group

Additional information required by this Item 10 of Part III will appear in our definitive proxy statement under the headings "Corporate Governance and Board Matters—Directors," "Executive Officers," "Common Stock Ownership by Management and Certain Beneficial Owners—Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance and Board Matters—Website Information," "Additional Information—Submission of Director

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Candidates by Shareholders," and "Corporate Governance and Board Matters—Board Meetings and Committees of our Board of Directors," and is incorporated herein by reference.

Item 11.  Executive Compensation

The information required by this Item 11 of Part III will appear in our definitive proxy statement under the headings "Corporate Governance and Board Matters—Director Compensation," "Executive Compensation," "Nominating, Compensation & Governance Committee Report" and "Compensation Committee Interlocks and Insider Participation" and is incorporated herein by reference.



Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 of Part III will appear in our definitive proxy statement under the headings "Equity Compensation Plan Information" and "Common Stock Ownership by Management and Certain Beneficial Owners" and is incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 of Part III will appear in our definitive proxy statement under the headings "Certain Relationships and Related Transactions" and "Corporate Governance and Board Matters—Director Independence" and is incorporated herein by reference.

Item 14.  Principal Accounting Fees and Services

The information required by this Item 14 of Part III will appear in our definitive proxy statement under the heading "Audit-Related Matters—Fees Paid to Independent Registered Public Accounting Firm" and "Audit-Related Matters—Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors" and is incorporated herein by reference.

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PART IV


Item 15.  Exhibits, Financial Statement Schedules

(a)1. Financial Statements
(a)    1.  Financial Statements

The following consolidated financial statements are included in Part II, Item 8 of this report:

Consolidated Balance Sheets as of February 1, 2020 and February 2, 2019.
Consolidated Statements of Operations for Fiscal 2019, Fiscal 2018 and Fiscal 2017.
Consolidated Statements of Comprehensive Income for Fiscal 2019, Fiscal 2018 and Fiscal 2017.
Consolidated Statements of Shareholders’ Equity for Fiscal 2019, Fiscal 2018 and Fiscal 2017.
Consolidated Statements of Cash Flows for Fiscal 2019, Fiscal 2018 and Fiscal 2017.
Notes to Consolidated Financial Statements for Fiscal 2019, Fiscal 2018 and Fiscal 2017.
Consolidated Balance Sheets as of January 28, 2017 and January 30, 2016.

Consolidated Statements of Operations for Fiscal 2016, Fiscal 2015 and Fiscal 2014.

Consolidated Statements of Comprehensive Income for Fiscal 2016, Fiscal 2015 and Fiscal 2014.

Consolidated Statements of Shareholders' Equity for Fiscal 2016, Fiscal 2015 and Fiscal 2014.

Consolidated Statements of Cash Flows for Fiscal 2016, Fiscal 2015 and Fiscal 2014.

Notes to Consolidated Financial Statements for Fiscal 2016, Fiscal 2015 and Fiscal 2014.

2.    Financial Statement Schedules

Schedule II—Valuation and Qualifying Accounts
Schedule II—Valuation and Qualifying Accounts

All other schedules for which provisions are made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted.

(b)   Exhibits



3.1

2.1
Agreement for the Sale and Purchase of the Entire Issued Share Capital of Ben Sherman Limited and 100% of the Limited Liability Company Interests in Ben Sherman Clothing LLC, dated July 17, 2015, between the Company and Ben Sherman UK Acquisition Limited. Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on July 22, 2015.
2.2
Membership Interest and Stock Purchase Agreement, dated April 19, 2016, by and among S/T Group Blocker, Inc.; GCP Southern Tide Coinvest, Inc.; S/T Group Holdings, LLC; the Sellers identified therein; Brazos Equity GP III, as the Sellers' Representative; and Oxford of South Carolina, Inc. Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on April 20, 2016.
3.1

Restated Articles of Incorporation of Oxford Industries, Inc. Incorporated by reference to(filed as Exhibit 3.1 to the Company'sCompany’s Form 10-Q for the fiscal quarter ended AugustJuly 29, 2003.2017)

3.2


Bylaws of Oxford Industries, Inc., as amended. Incorporated by reference to(filed as Exhibit 3.2 to the Company'sCompany’s Form 10-K for the fiscal year ended February 1, 2014.Fiscal 2017)

10.1

4.1


Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934*

10.1

Amended and Restated Long-Term Stock Incentive Plan, effective as of March 24, 2015.Incorporated by reference to2015 (filed as Exhibit 10.2 to the Company'sCompany’s Form 10-K for the fiscal year ended January 31, 2015.2015)

10.2


Form of Oxford Industries, Inc. Performance Equity Award Agreement (Fiscal 2014 Performance-Based). Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on April 4, 2014.†
10.3
Form of Oxford Industries, Inc. Restricted Stock Award Agreement. Incorporate by reference to Exhibit 10.2 to the Company's Form 8-K filed April 4, 2014.†
10.4
Form of Oxford Industries, Inc. Performance Equity Award Agreement (Fiscal 2015 Performance Based). Incorporated by reference to the Company's Form 10-K for the fiscal year ended January 30, 2016.†
10.5

Oxford Industries, Inc. Deferred Compensation Plan (as amended and restatedrested effective June 13, 2012). Incorporated by reference to (filed as Exhibit 10.1 to the Company'sCompany’s Form 10-Q for the fiscal quarter ended October 27, 2012.2012)

10.6

10.3


10.7

10.4


Oxford Industries, Inc. Executive Performance Incentive Plan (as amended and restated, effective March 27, 2013). Incorporated by reference to Appendix A to the Company's Proxy Statement for its Annual Meeting of Shareholders held June 19, 2013, filed on May 17, 2013.†
10.8

Fourth Amended and Restated Credit Agreement, dated as of May 24, 2016, by and among Oxford Industries, Inc.; Tommy Bahama Group, Inc.; the Persons party thereto from time to time as Guarantors, the financial institutions party thereto as lenders, the financial institutions party thereto as Exhibit 2.1: Issuing Banks; and SunTrust Robinson Humphrey, Inc. as a Joint Lead Arranger and a Joint Bookrunner; JPMorgan Chase Bank, N.A. as a Joint Lead Arranger, a Joint Bookrunner, and the Syndication Agent; and Bank of America, N.A. and KeyBank National Association, as the Co-Documentation Agents. Incorporated by reference toAgents (filed as Exhibit 10.1 to the Company'sCompany’s Form 8-K filed on May 24, 2016.2016)

10.9

10.5


Fourth Amended and Restated Pledge and Security Agreement, dated as of May 24, 2016, among Oxford Industries, Inc.; Tommy Bahama Group, Inc.; the additional entities grantor thereto, as Grantors, and SunTrust Bank, as administrative agent. Incorporated by reference toagent (filed as Exhibit 10.2 to the Company'sCompany’s Form 8-K filed on May 24, 2016.2016)

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*Filed herewith
Management contract or compensation plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.

*     Filed herewith

†     Management contract or compensation plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.

We agree to file upon request of the SEC a copy of all agreements evidencing long-term debt omitted from this report pursuant to Item 601(b)(4)(iii) of Regulation S-K.

Item 16.   Form 10-K Summary

None.

Shareholders may obtain copies

116



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Oxford Industries, Inc.

By:

/s/ THOMAS C. CHUBB III

Thomas C. Chubb III


Chairman, Chief Executive Officer and President


Date: March 27, 2017

30, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Capacity

Date

Signature

Capacity

Date

/s/ THOMAS C. CHUBB III

Thomas C. Chubb III

Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)

March 27, 201730, 2020

/s/ K. SCOTT GRASSMYER

K. Scott Grassmyer

Executive Vice President Finance, Chief Financial Officer and Controller (Principal Financial Officer and Principal Accounting Officer)

March 27, 201730, 2020

*

Helen Ballard

Director

Director

March 27, 201730, 2020

*

Thomas C. Gallagher

Director

Director

March 27, 201730, 2020

*

Virginia A. Hepner

Director

Director

March 27, 201730, 2020

*

John R. Holder

Director

Director

March 27, 201730, 2020

*

J. Reese

Stephen S. Lanier

Director

Director

March 27, 201730, 2020

*

Dennis M. Love

Director

Director

March 27, 201730, 2020

*

Clarence H. Smith

Director

Director

March 27, 201730, 2020

*

Clyde C. Tuggle

Director

Director

March 27, 201730, 2020

*

/s/ E. Jenner Wood III

Director

E. Jenner Wood III

Director

March 27, 20172020

*By

/s/ THOMAS E. CAMPBELLSURAJ A. PALAKSHAPPA

Thomas E. Campbell

Suraj A. Palakshappa

as Attorney-in-Fact


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111