Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 30, 2022
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-4365
OXFORD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Georgia
58-0831862
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309
(Address of principal executive offices) (Zip Code)
(404) 659-2424
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $1 par value
OXM
New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 26, 2022, there were 15,915,563 shares of the registrant’s common stock outstanding.
INDEX TO FORM 10-Q
For the Second Quarter of Fiscal 2022
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)
5
Condensed Consolidated Statements of Operations (Unaudited)
6
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
7
Condensed Consolidated Statements of Cash Flows (Unaudited)
8
Notes to Condensed Consolidated Financial Statements (Unaudited)
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
17
Item 3. Quantitative and Qualitative Disclosures About Market Risk
40
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
41
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
42
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
SIGNATURES
43
2
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Our SEC filings and public announcements may include forward-looking statements about future events. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which typically are not historical in nature. We intend for all forward-looking statements contained herein, in our press releases or on our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Such statements are subject to a number of risks, uncertainties and assumptions including, without limitation, the impact of the coronavirus (COVID-19) pandemic on our business, operations and financial results, including due to uncertainties about scope and duration, supply chain disruptions, future store closures or other operating restrictions or the impact on consumer traffic, any or all of which may also affect many of the following risks; demand for our products, which may be impacted by competitive conditions and/or evolving consumer shopping patterns; macroeconomic factors that may impact consumer discretionary spending and pricing levels for apparel and related products, many of which may be impacted by current inflationary pressures; supply chain disruptions, including the potential lack of inventory to support demand for our products, which may be impacted by capacity constraints, closed factories, and cost and availability of freight deliveries; costs and availability of labor; costs of products as well as the raw materials used in those products; energy costs; our ability to be more hyper-digital and respond to rapidly changing consumer expectations; the ability of business partners, including suppliers, vendors, licensees and landlords, to meet their obligations to us and/or continue our business relationship to the same degree in light of current or future staffing shortages, liquidity challenges and/or bankruptcy filings; retention of and disciplined execution by key management and other critical personnel; cybersecurity breaches and ransomware attacks, as well as our and our third party vendors’ ability to properly collect, use, manage and secure business, consumer and employee data; changes in international, federal or state tax, trade and other laws and regulations, including the potential imposition of additional duties; the timing of shipments requested by our wholesale customers; weather; fluctuations and volatility in global financial markets; the timing and cost of retail store and food and beverage location openings and remodels, technology implementations and other capital expenditures; acquisition activities, including our ability to timely recognize expected synergies from acquisitions; expected outcomes of pending or potential litigation and regulatory actions; the increased consumer, employee and regulatory focus on climate change and environmental, social and governance issues; access to capital and/or credit markets; factors that could affect our consolidated effective tax rate; and geopolitical risks, including those related to the war between Russia and Ukraine. Forward-looking statements reflect our expectations at the time such forward-looking statements are made, based on information available at such time, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part I. Item 1A. Risk Factors contained in our Fiscal 2021 Form 10-K, and those described from time to time in our future reports filed with the SEC. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
3
DEFINITIONS
As used in this report, unless the context requires otherwise, "our," "us" or "we" means Oxford Industries, Inc. and its consolidated subsidiaries; "SG&A" means selling, general and administrative expenses; "SEC" means the United States Securities and Exchange Commission; "FASB" means the Financial Accounting Standards Board; "ASC" means the FASB Accounting Standards Codification; "GAAP" means generally accepted accounting principles in the United States; "TBBC" means The Beaufort Bonnet Company; and “Fiscal 2021 Form 10-K” means our Annual Report on Form 10-K for Fiscal 2021. Additionally, the terms listed below reflect the respective period noted:
Fiscal 2023
53 weeks ending February 3, 2024
Fiscal 2022
52 weeks ending January 28, 2023
Fiscal 2021
52 weeks ended January 29, 2022
Fiscal 2020
52 weeks ended January 30, 2021
Fourth Quarter Fiscal 2022
13 weeks ending January 28, 2023
Third Quarter Fiscal 2022
13 weeks ending October 29, 2022
Second Quarter Fiscal 2022
13 weeks ended July 30, 2022
First Quarter Fiscal 2022
13 weeks ended April 30, 2022
Fourth Quarter Fiscal 2021
13 weeks ended January 29, 2022
Third Quarter Fiscal 2021
13 weeks ended October 30, 2021
Second Quarter Fiscal 2021
13 weeks ended July 31, 2021
First Quarter Fiscal 2021
13 weeks ended May 1, 2021
First Half Fiscal 2022
26 weeks ended July 30, 2022
First Half Fiscal 2021
26 weeks ended July 31, 2021
Second Half Fiscal 2022
26 weeks ending January 28, 2023
Second Half Fiscal 2021
26 weeks ended January 29, 2022
4
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par amounts)
(unaudited)
July 30,
January 29,
July 31,
2022
2021
ASSETS
Current Assets
Cash and cash equivalents
$
31,269
44,859
180,389
Short-term investments
154,754
164,890
—
Receivables, net
50,757
34,550
48,522
Inventories, net
135,483
117,709
77,330
Income tax receivable
19,743
19,728
18,085
Prepaid expenses and other current assets
29,242
18,599
24,720
Total Current Assets
421,248
400,335
349,046
Property and equipment, net
150,887
152,447
157,380
Intangible assets, net
154,853
155,307
155,747
Goodwill
23,861
23,869
23,897
Operating lease assets
179,217
195,100
212,217
Other assets, net
27,136
30,584
33,462
Total Assets
957,202
957,642
931,749
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable
76,974
80,753
62,116
Accrued compensation
28,779
30,345
34,027
Current portion of operating lease liabilities
53,119
61,272
58,523
Accrued expenses and other liabilities
63,768
53,796
65,518
Total Current Liabilities
222,640
226,166
220,184
Long-term debt
Non-current portion of operating lease liabilities
180,092
199,488
215,434
Other non-current liabilities
19,200
21,413
21,389
Deferred income taxes
1,254
2,911
1,043
Shareholders’ Equity
Common stock, $1.00 par value per share
15,960
16,805
16,895
Additional paid-in capital
166,139
163,156
158,083
Retained earnings
355,037
331,175
302,456
Accumulated other comprehensive loss
(3,120)
(3,472)
(3,735)
Total Shareholders’ Equity
534,016
507,664
473,699
Total Liabilities and Shareholders’ Equity
See accompanying notes.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Second Quarter
First Half
Net sales
363,430
328,672
716,011
594,434
Cost of goods sold
131,281
119,046
257,485
218,223
Gross profit
232,149
209,626
458,526
376,211
SG&A
163,135
146,367
320,547
283,492
Royalties and other operating income
6,357
4,737
13,370
10,170
Operating income
75,371
67,996
151,349
102,889
Interest expense, net
274
211
516
463
Earnings before income taxes
75,097
67,785
150,833
102,426
Income tax expense
18,485
16,325
36,813
22,498
Net earnings
56,612
51,460
114,020
79,928
Net earnings per share:
Basic
3.56
3.09
7.07
4.81
Diluted
3.49
3.05
6.94
4.75
Weighted average shares outstanding:
15,919
16,637
16,118
16,615
16,238
16,859
16,430
16,825
Dividends declared per share
0.55
0.42
1.10
0.79
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Other comprehensive income (loss), net of taxes:
Net foreign currency translation adjustment
(125)
(462)
352
(71)
Comprehensive income
56,487
50,998
114,372
79,857
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows From Operating Activities:
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation
20,358
18,935
Amortization of intangible assets
454
440
Equity compensation expense
5,252
3,901
Amortization of deferred financing costs
172
(1,657)
2,231
Changes in operating assets and liabilities, net of acquisitions and dispositions:
(16,218)
(16,617)
(17,867)
46,083
(15)
(110)
(10,645)
(4,352)
Current liabilities
(939)
24,373
Other balance sheet changes
(2,286)
(5,999)
Cash provided by operating activities
90,629
148,985
Cash Flows From Investing Activities:
Purchases of property and equipment
(19,746)
(16,223)
Purchases of short-term investments
(70,000)
Proceeds from short-term investments
80,000
Other investing activities
(50)
(2,000)
Cash used in investing activities
(9,796)
(18,223)
Cash Flows From Financing Activities:
Repurchase of common stock
(72,680)
Proceeds from issuance of common stock
882
663
Repurchase of equity awards for employee tax withholding liabilities
(3,166)
(2,983)
Cash dividends paid
(17,829)
(13,353)
Other financing activities
(2,010)
(749)
Cash used in financing activities
(94,803)
(16,422)
Net change in cash and cash equivalents
(13,970)
114,340
Effect of foreign currency translation on cash and cash equivalents
380
36
Cash and cash equivalents at the beginning of year
66,013
Cash and cash equivalents at the end of period
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
SECOND QUARTER OF FISCAL 2022
1. Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial reporting and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. We believe the accompanying unaudited condensed consolidated financial statements reflect all normal, recurring adjustments that are necessary for a fair presentation of our financial position and results of operations as of the dates and for the periods presented. Results of operations for interim periods are not necessarily indicative of results to be expected for a full fiscal year due to the seasonality of our business.
The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires us to make certain estimates and assumptions that affect the amounts reported as assets, liabilities, revenues and expenses in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
The significant accounting policies applied during the interim periods presented are consistent with the significant accounting policies described in our Fiscal 2021 Form 10-K. No recently issued guidance adopted in Fiscal 2022 had a material impact on our consolidated financial statements upon adoption or is expected to have a material impact in future periods.
In Fiscal 2021, we exited our Lanier Apparel business, as discussed in Note 11 of our consolidated financial statements of our Fiscal 2021 Form 10-K. The operating results of the Lanier Apparel business in Fiscal 2021 largely reflect activities associated with the ongoing wind down of operations following the 2020 announcement that we would be exiting the business.
Recently Issued Accounting Standards Applicable to Future Periods
Recent accounting pronouncements pending adoption are either not applicable or not expected to have a material impact on our consolidated financial statements.
Recent Macroeconomic Conditions
The COVID-19 pandemic has had a significant effect on overall economic conditions and our operations in recent years. In Fiscal 2021, the economic environment improved significantly with a rebound in retail traffic starting in March 2021 and other improvements as the year progressed, although certain stores were closed for portions of Fiscal 2021, particularly in the First Quarter of Fiscal 2021. This improved environment and exceptionally strong consumer demand drove record earnings for us during Fiscal 2021 and have continued in the First Half of Fiscal 2022. There can be no assurance that this strong consumer demand will continue for our business or the broader retail apparel market, which began to experience some tempering of demand in the Summer of 2022. The strong earnings in recent periods are despite certain challenges including labor shortages, supply chain disruptions and product and operating cost increases in Fiscal 2021 and the First Half of Fiscal 2022. We, as well as others in our industry, have increased prices to attempt to offset these inflationary pressures.
There remains significant uncertainty in the macroeconomic environment as to the duration and severity of the pandemic, the impact of changing consumer discretionary spending habits, recent supply chain and other business disruptions, ongoing operating cost increases and other inflationary pressures, and general economic conditions. Thus, the ultimate impact of these items on our business remains uncertain at this time.
2. Operating Group Information: We identify our operating groups based on the way our management organizes the components of our business for purposes of allocating resources and assessing performance. Our operating group structure reflects a brand-focused management approach, emphasizing operational coordination and resource
allocation across each brand’s direct to consumer, wholesale and licensing operations, as applicable. Our business is organized as our Tommy Bahama, Lilly Pulitzer and Emerging Brands operating groups, along with the results of the Lanier Apparel operating group as it was wound down in Fiscal 2021.
Tommy Bahama and Lilly Pulitzer each design, source, market and distribute apparel and related products bearing their respective trademarks and license their trademarks for other product categories. The Emerging Brands operating group consists of the operations of our smaller, earlier stage Southern Tide, TBBC and Duck Head brands. In prior years, Southern Tide was reported as a separate operating group, while both TBBC and Duck Head were included in Corporate and Other. All prior year amounts have been restated to conform to the current year presentation.
In Fiscal 2022, we organized our smaller brands into the Emerging Brands operating group. Each of these smaller brands are supported by Oxford’s emerging brands team that provides certain support functions to our three smaller brands, including marketing and advertising execution, customer relationship management and analysis and other functions. The shared resources provide for operating efficiencies and enhanced knowledge sharing across the three brands.
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, any other items that are not allocated to the operating groups, including LIFO inventory accounting adjustments, and the operations of our Lyons, Georgia distribution center and our Oxford America business, which we are in process of exiting in Fiscal 2022. For a more extensive description of our Tommy Bahama and Lilly Pulitzer operating groups, see Part I, Item 1. Business included in our Fiscal 2021 Form 10-K.
The table below presents certain financial information (in thousands) about our operating groups, as well as Corporate and Other.
10
Tommy Bahama
243,965
208,833
472,032
365,531
Lilly Pulitzer
88,665
87,333
180,710
160,909
Emerging Brands
29,913
22,822
61,676
45,253
Lanier Apparel
8,492
20,511
Corporate and Other
887
1,192
1,593
2,230
Consolidated net sales
Depreciation and amortization
6,916
6,866
13,534
13,906
3,121
2,289
6,096
4,388
393
321
752
631
25
61
192
191
430
389
Consolidated depreciation and amortization
10,622
9,692
20,812
19,375
Operating income (loss)
58,918
47,324
111,524
67,984
21,492
25,783
47,670
45,728
3,991
4,500
11,727
9,461
850
1,705
(9,030)
(10,461)
(19,572)
(21,989)
Consolidated operating income
July 30, 2022
January 29, 2022
July 31, 2021
Assets
Tommy Bahama (1)
524,765
531,678
528,517
Lilly Pulitzer (2)
198,681
176,757
178,025
Emerging Brands (3)
76,368
66,825
49,719
Lanier Apparel (4)
207
7,679
Corporate and Other (5)
157,388
182,175
167,809
Consolidated Total Assets
The tables below quantify net sales, for each operating group and in total (in thousands), and the percentage of net sales by distribution channel for each operating group and in total, for each period presented. We have calculated all percentages below based on actual data, and percentages may not add to 100 due to rounding.
11
Net Sales
Retail
E-commerce
Restaurant
Wholesale
Other
48
%
28
13
46
47
57
Total
33
27
12
38
16
53
100
75
32
19
First Half 2022
E‑commerce
24
37
20
56
51
49
30
21
First Half 2021
45
14
44
58
64
23
3. Revenue Recognition and Receivables: 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 operating income in our consolidated statements of operations. We recognize revenue when performance obligations under the terms of the contracts with our customers are satisfied. Our accounting policies related to revenue recognition for each type of contract with customers is described in the significant accounting policies described in our Fiscal 2021 Form 10-K.
The table below quantifies net sales by distribution channel (in thousands) for each period presented.
153,976
135,634
290,056
226,914
118,816
104,753
215,289
178,991
27,291
25,828
58,176
51,036
62,799
62,022
151,415
136,475
548
435
1,075
1,018
An estimated sales return liability of $14 million, $11 million and $14 million for expected direct to consumer returns is classified in accrued expenses and other liabilities in our consolidated balance sheet as of July 30, 2022, January 29, 2022 and July 31, 2021, respectively. As of July 30, 2022, January 29, 2022 and July 31, 2021, prepaid expenses and other current assets included $5 million, $4 million and $5 million, respectively, representing the estimated value of inventory for expected direct to consumer and wholesale sales returns.
Substantially all amounts recognized in receivables, net represent trade receivables related to contracts with customers. In the ordinary course of our wholesale operations, we offer discounts, allowances and cooperative advertising support to and accept returns from certain of our wholesale customers for certain products. As of July 30, 2022, January 29, 2022 and July 31, 2021, reserve balances recorded as a reduction to receivables related to these items were $4 million, $3 million and $5 million, respectively. As of July 30, 2022, January 29, 2022 and July 31, 2021, our provision for credit losses related to receivables included in our consolidated balance sheets was $1 million, $1 million and $2 million, respectively. In both the First Half of Fiscal 2022 and the First Half of Fiscal 2021, provisions for credit losses expense included in our consolidated statement of operations and the write-offs of credit losses was less than $1 million.
Contract liabilities for gift cards purchased by consumers and merchandise credits received by customers but not yet redeemed, less any breakage income recognized to date, is included in accrued expenses and other liabilities in our consolidated balance sheet and totaled $15 million, $16 million and $13 million as of July 30, 2022, January 29, 2022, and July 31, 2021, respectively.
4. Leases: In the ordinary course of business, we enter into real estate lease agreements for our direct to consumer locations, which include retail and food and beverage locations, and office and warehouse/distribution space, as well as leases for certain equipment. Our real estate leases have varying terms and expirations and may have provisions to extend, renew or terminate the lease agreement at our discretion, among other provisions. Our real estate lease terms are typically for a period of ten years or less and typically require monthly rent payments with specified rent escalations during the lease term. Our real estate leases usually provide for payments of our pro rata share of real estate taxes, insurance and other operating expenses applicable to the property, and certain of our leases require payment of sales taxes on rental payments. Also, our direct to consumer location leases often provide for contingent rent payments based on sales if certain sales thresholds are achieved.
For the First Half of Fiscal 2022 operating lease expense, which includes amounts used in determining the operating lease liability and operating lease asset, was $28 million and variable lease expense was $19 million, resulting in total lease expense of $47 million compared to $47 million of total lease expense in the First Half of Fiscal 2021. Cash paid for lease amounts included in the measurement of operating lease liabilities in the First Half of Fiscal 2022 was $35 million, while cash paid for lease amounts included in the measurement of operating lease liabilities in the First Half of Fiscal 2021 was $35 million.
As of July 30, 2022, the stated lease liability payments for the fiscal years specified below were as follows (in thousands):
Operating lease
Remainder of 2022
29,556
2023
63,898
2024
50,814
2025
37,275
2026
29,689
2027
17,804
After 2027
30,781
Total lease payments
259,817
Less: Difference between discounted and undiscounted lease payments
26,606
Present value of lease liabilities
233,211
5. Income Taxes: Our effective income tax rate for the Second Quarter of Fiscal 2022 was 24.6% while our effective income tax rate for the Second Quarter of Fiscal 2021 was 24.1%. Our effective income tax rate for the First Half of Fiscal 2022 was 24.4% while our effective income tax rate for the First Half of Fiscal 2021 was 22.0%. The effective tax rate for both the First Half of Fiscal 2022 and the First Half of Fiscal 2021 benefitted from certain favorable items that resulted in a lower tax rate than a more typical annual effective tax rate of approximately 25%.
The income tax expense in both the First Half of Fiscal 2022 and the First Half of Fiscal 2021 included the benefit of the utilization of certain net operating loss carryforward amounts in certain state and foreign jurisdictions, the recognition of certain tax credit amounts and the vesting of restricted stock awards at a price higher than the grant date fair value. These favorable items were partially offset by certain unfavorable permanent items which are not deductible for income tax purposes. Additionally, and more significantly, the income tax expense in the First Half of Fiscal 2021 included the benefit of a $2 million net reduction in uncertain tax positions resulting from the settlement of those uncertain tax position amounts in the First Quarter of Fiscal 2021.
6. Shareholders’ Equity: In the First Half of Fiscal 2022, we repurchased 830,000 shares of our common stock for $73 million under our $100 million open market stock repurchase program after repurchasing 91,000 shares for $8 million in the Fourth Quarter of Fiscal 2021. These repurchases resulted in $19 million remaining under the existing open market repurchase program and $69 million remaining under our existing Board of Directors’ authorization as of July 30, 2022.
Additionally, subsequent to July 30, 2022 through September 1, 2022, we repurchased an additional 50,000 shares of our common stock for $5 million under the open market repurchase program resulting in $14 million remaining under the open market repurchase program as of September 1, 2022.
During both the First Quarter of Fiscal 2022 and the First Quarter of Fiscal 2021, we repurchased $3 million of shares from our employees to cover employee tax liabilities related to the vesting of shares of our common stock.
The following tables detail the changes (in thousands) in our common stock, additional paid-in capital ("APIC"), retained earnings and accumulated other comprehensive (loss) income ("AOCI"), for each period presented.
Common Stock
APIC
Retained Earnings
AOCI
January 30, 2021
16,889
156,508
235,995
(3,664)
405,728
28,468
391
28,859
Shares issued under equity plans
39
283
322
Compensation expense for equity awards
2,227
Repurchase of shares
(34)
(2,949)
Dividends declared
(6,252)
May 1, 2021
16,894
156,069
258,211
(3,273)
427,901
1
341
342
1,673
(7,215)
25,985
654
26,639
(4)
386
382
1,952
(7,203)
October 30, 2021
16,891
160,421
321,238
(3,081)
495,469
25,408
(391)
25,017
401
406
2,334
(91)
(8,268)
(8,359)
57,408
477
57,885
387
392
2,725
(526)
(3,131)
(42,375)
(46,032)
(9,214)
April 30, 2022
16,284
163,137
336,994
(2,995)
513,420
15
475
490
2,527
(339)
(29,475)
(29,814)
(9,094)
During the First Quarter of Fiscal 2022, we granted 0.1 million service-based restricted share units, subject to the recipient remaining an employee through the May 2025 vesting date. Additionally, during the First Quarter of Fiscal 2022, we granted 0.1 million total shareholder return-based (“TSR-based”) restricted share units at target subject to (1) our achievement of a specified TSR-based ranking by Oxford relative to a comparator group during a period of approximately three years from the date of grant and (2) the recipient remaining an employee through the May 2025
vesting date. The number of shares ultimately earned for the TSR-based restricted share units will be between 0% and 200% of the restricted share units at target. Neither the service-based or TSR-based restricted share units are included in the table above as the awards are not outstanding shares.
Both the service-based and TSR-based restricted share units are entitled to dividend equivalents for dividends declared on our common stock during the vesting period, with the dividend equivalents for the service-based restricted share units payable at the time of the payment of the respective dividend and the dividend equivalents for the TSR-based restricted share units payable after vesting of the restricted shares solely attributable to the number of shares actually earned. Neither the service-based or TSR-based restricted share units have any voting rights during the vesting period. Both the service-based and TSR-based restricted share units granted during the First Quarter of Fiscal 2022 include certain clauses related to accelerated vesting upon the occurrence of qualifying retirement, death or disability of the employee prior to the vesting date. Our stock incentive plans are described in Note 8 to our consolidated financial statements included in our Fiscal 2021 Form 10-K.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the notes thereto contained in this report and the consolidated financial statements, notes to consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Fiscal 2021 Form 10-K.
OVERVIEW
Business Overview
We are a leading branded apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer, Southern Tide, TBBC and Duck Head lifestyle brands.
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 can command greater loyalty and higher price points and create licensing opportunities. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want them. We believe the principal competitive factors in the apparel industry are the reputation, value, and image of brand names; the design of differentiated, innovative or otherwise compelling product; consumer preference; price; quality; marketing (including through rapidly shifting digital and social media vehicles); product fulfillment capabilities; and customer service. Our ability to compete successfully in the apparel industry is 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.
Tommy Bahama and Lilly Pulitzer, in the aggregate, represented 90% of our consolidated net sales in Fiscal 2021. During Fiscal 2021, 80% of our consolidated net sales were through our direct to consumer channels of distribution, which consist of our brand specific full-price retail stores and e-commerce websites, Tommy Bahama food and beverage operations and Tommy Bahama outlets. The remaining 20% of our net sales was generated through our wholesale distribution channels. Our wholesale operations consist of net sales of products bearing our lifestyle brands, which complement our direct to consumer operations and provide access to a larger base of consumers.
For additional information about our business and our operating groups in Fiscal 2021, see Part I, Item 1. Business of our Fiscal 2021 Form 10-K. Important factors relating to certain risks which could impact our business are described in Part II, Item 1A. Risk Factors of this report and Part I. Item 1A. Risk Factors of our Fiscal 2021 Form 10-K.
Industry and Recent Macroeconomic Conditions Overview
We operate in a highly competitive apparel market that continues to evolve rapidly with the expanding application of technology to fashion retail. No single apparel firm or small group of apparel firms dominates the apparel industry, and our competitors vary by operating group and distribution channel. The apparel industry is cyclical and very dependent on the overall level and focus of discretionary consumer spending, which changes as consumer preferences and regional, domestic and international economic conditions change and has shifted towards services and away from other product categories in recent years. Further, negative economic conditions often have a longer and more severe impact on the apparel industry than on other industries.
This competitive and evolving environment requires that brands and retailers approach their operations, including marketing and advertising, very differently than historical practices and may result in increased operating costs and investments to generate growth or even maintain sales levels. While the competition and evolution present significant
risks, especially for traditional retailers who fail or are unable to adapt, we believe it also presents a tremendous opportunity for brands and retailers to capitalize on the changing consumer environment.
We believe our lifestyle brands have true competitive advantages, and we continue to invest in and leverage 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.
The COVID-19 pandemic has had a significant effect on overall economic conditions and our operations in recent years and accelerated or exacerbated many of the changes in the industry noted above. In Fiscal 2021, the economic environment improved significantly with a rebound in retail traffic starting in March 2021 and other improvements as the year progressed, although certain stores were closed for portions of Fiscal 2021, particularly in the First Quarter of Fiscal 2021. This improved environment and exceptionally strong consumer demand drove record earnings for us during Fiscal 2021 and have continued in the First Half of Fiscal 2022. There can be no assurance that this strong consumer demand will continue for our business or the broader retail apparel market, which began to experience some tempering of demand in the Summer of 2022.
The strong earnings in recent periods are despite certain challenges including labor shortages, supply chain disruptions and product and operating cost increases in Fiscal 2021 and the First Half of Fiscal 2022. We, as well as others in our industry, have increased prices to attempt to offset these inflationary pressures.
Lanier Apparel Exit
In Fiscal 2021, we exited our Lanier Apparel business, a business which had been focused on moderately priced tailored clothing and related products. This decision aligns with our stated business strategy of developing and marketing compelling lifestyle brands. It also took into consideration the increased macroeconomic challenges faced by the Lanier Apparel business, many of which were magnified by the COVID-19 pandemic. The operating results of the Lanier Apparel business in Fiscal 2021 largely reflect activities associated with the ongoing wind down of operations following the 2020 announcement that we would be exiting the business. In Fiscal 2021, Lanier Apparel’s net sales were $25 million and represented 2% of our consolidated net sales. We do not expect any future net sales, operations or charges for Lanier Apparel. Refer to Note 11 in our consolidated financial statements and Management Discussion and Analysis in our Fiscal 2021 Form 10-K for additional information about the Lanier Apparel exit.
Key Operating Results:
The following table sets forth our consolidated operating results (in thousands, except per share amounts) for the First Half of Fiscal 2022 compared to the First Half of Fiscal 2021:
Net earnings per diluted share
Weighted average shares outstanding - diluted
Net earnings per diluted share were $6.94 in the First Half of Fiscal 2022 compared to $4.75 in the First Half of Fiscal 2021. The 46% increase in net earnings per diluted share was primarily due to a 43% increase in net earnings as well as 2% reduction in weighted average shares outstanding. The higher net earnings were primarily due to (1)
18
increased net sales in our Tommy Bahama, Lilly Pulitzer and Emerging Brands operating groups, (2) higher gross margin and (3) higher royalty income. These favorable items were partially offset by (1) increased SG&A and (2) a higher effective tax rate.
STORE COUNT
The table below provides store count information for our brands as of the dates specified. The store count includes our permanent locations and excludes any pop-up or temporary store locations which have an initial lease term of 12 months or less.
January 30,
Tommy Bahama retail stores
102
104
105
Tommy Bahama retail-restaurant locations
Tommy Bahama outlets
35
Total Tommy Bahama locations
158
160
Lilly Pulitzer retail stores
59
Southern Tide retail stores
TBBC retail stores
Total Oxford locations
223
221
222
RESULTS OF OPERATIONS
SECOND QUARTER OF FISCAL 2022 COMPARED TO SECOND QUARTER OF FISCAL 2021
The discussion and tables below compare our statements of operations for the Second Quarter of Fiscal 2022 to the Second Quarter of Fiscal 2021. Each dollar and percentage change provided reflects the change between these fiscal periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. We have calculated all percentages based on actual data, and percentage columns in tables may not add due to rounding. Individual line items of our consolidated statements of operations, including gross profit, may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.
The following table sets forth the specified line items in our unaudited condensed consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales as well as the dollar change and the percentage change as compared to the same period of the prior year. The table also includes net earnings per diluted share and diluted weighted average shares outstanding (in thousands), as well as the change and the percentage change for each of these items as compared to the same period of the prior year.
$ Change
% Change
100.0
34,758
10.6
36.1
36.2
12,235
10.3
63.9
63.8
22,523
10.7
44.9
44.5
16,768
11.5
1.7
1.4
1,620
34.2
20.7
7,375
10.8
0.1
63
29.9
20.6
7,312
5.1
5.0
2,160
13.2
15.6
15.7
5,152
10.0
0.44
14.4
(621)
(3.7)
35,132
16.8
1,332
1.5
7,091
31.1
(8,492)
(100.0)
(305)
(25.6)
Consolidated net sales were $363 million in the Second Quarter of Fiscal 2022 compared to net sales of $329 million in the Second Quarter of Fiscal 2021. The 11% increase in net sales included increases in Tommy Bahama, Lilly Pulitzer, and Emerging Brands as well as in each distribution channel. These increases were partially offset by a $8 million decrease in Lanier Apparel, which we exited in Fiscal 2021. The higher net sales were due to a combination of increased volume as well as price increases, which were implemented in order to mitigate increased product and other costs.
The increase in net sales by distribution channel included increases in (1) full-price retail sales of $17 million, or 14%, driven primarily by increased consumer traffic, (2) full-price e-commerce sales of $14 million, or 13%, (3) wholesale sales of our non-Lanier Apparel businesses of $9 million, or 17%, with this increase due to higher order books as wholesale accounts increased their buys for Fiscal 2022 compared to Fiscal 2021, (4) restaurant sales of $1 million, or 6%, and (5) outlet sales of $1 million, or 8%. The following table presents the proportion of our consolidated net sales by distribution channel for each period presented. We have calculated all percentages below on actual data, and percentages may not add to 100 due to rounding.
Tommy Bahama:
Tommy Bahama net sales increased $35 million, or 17%, in the Second Quarter of Fiscal 2022, with an increase in each channel of distribution. The increase in net sales in Tommy Bahama included increases in (1) full-price retail sales of $14 million, or 17%, (2) e-commerce sales of $12 million, or 22%, (3) wholesale sales of $6 million, or 23%, (4) restaurant sales of $1 million, or 6%, with higher sales in our 21 food and beverage locations, and (5) outlet sales of $1 million, or 8%. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:
Lilly Pulitzer:
Lilly Pulitzer net sales increased $1 million, or 2%, in the Second Quarter of Fiscal 2022. The increase in net sales in Lilly Pulitzer included increases in (1) retail sales of $2 million, or 7%, and (2) wholesale sales of $2 million, or 11%. These increases were partially offset by lower full-price e-commerce sales of $3 million, or 7%. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:
Emerging Brands:
Emerging Brands net sales increased $7 million, or 31%, in the Second Quarter of Fiscal 2022, with an increase in each of the Southern Tide, TBBC and Duck Head businesses comprising Emerging Brands. By brand, the increase in net sales included increases in (1) TBBC of $5 million, or 65%, (2) Southern Tide of $2 million, or 15%, and (3) Duck Head of $0 million, or 28%. By distribution channel, the $7 million increase included increases of (1) $4 million, or 45%, in e-commerce, (2) $2 million, or 17%, in wholesale, and (3) $1 million, or 57%, in the Southern Tide and TBBC retail businesses, as those brands continue to open new retail locations. The following table presents the proportion of net sales by distribution channel for Emerging Brands for each period presented:
Lanier Apparel:
There were no Lanier Apparel net sales in the Second Quarter of Fiscal 2022, compared to $8 million of net sales in the Second Quarter of Fiscal 2021, after we exited the Lanier Apparel business in Fiscal 2021.
Corporate and Other:
Corporate and Other net sales primarily consist of net sales of our Lyons, Georgia distribution center business as well as our Oxford America business, which we are in the process of exiting in Fiscal 2022. The decrease in net sales was primarily due to lower sales in Oxford America.
Gross Profit
The tables below present gross profit by operating group and in total for the Second Quarter of Fiscal 2022 and the Second Quarter of Fiscal 2021, as well as the dollar change and percentage change between those two periods, and gross margin by operating group and in total. Our gross profit and gross margin, which is calculated as gross profit divided by net sales, may not be directly comparable to those of our competitors, as the statement of operations classification of certain expenses may vary by company.
156,796
133,375
23,421
17.6
63,320
61,865
1,455
2.4
14,127
12,408
1,719
13.9
5,766
(5,766)
(2,094)
(3,788)
1,694
NM
Consolidated gross profit
Notable items included in amounts above:
LIFO adjustments in Corporate and Other
2,733
4,354
Lanier Apparel exit charges in cost of goods sold
(2,600)
64.3
71.4
70.8
47.2
54.4
67.9
Consolidated gross margin
The increased gross profit of 11% was primarily due to the 11% increase in net sales, with comparable consolidated gross margin. The comparable gross margin included (1) a change in sales mix resulting from the exit of Lanier Apparel, (2) a $2 million lower LIFO accounting charge in the Second Quarter of Fiscal 2022 compared to the Second Quarter of Fiscal 2021, and (3) improved initial product margins, as certain sales prices were increased more than the increased product costs. These items were partially offset by (1) the lack of a favorable adjustment of Lanier Apparel exit charges in cost of goods sold in the Second Quarter of Fiscal 2022, after a $3 million benefit from Lanier Apparel exit charges in cost of goods sold in the Second Quarter of Fiscal 2021, and (2) the impact of increased freight costs of $2 million, or 50 basis points, including rate increases impacting inbound products and e-commerce shipping costs as well as the increased utilization of air freight on inbound products. The Second Quarter of Fiscal 2021 did not include as significantly elevated freight costs as the cost impact of supply chain disruptions were more dramatic starting in the Second Half of Fiscal 2021.
The higher gross margin for Tommy Bahama was primarily due to improved initial product margins and increased gross margin in wholesale operations partially offset by the impact of a higher proportion of Tommy Bahama direct to consumer sales occurring during periodic loyalty award card and Flip Side marketing events, increased freight costs and increased food costs in our restaurant business.
The higher gross margin for Lilly Pulitzer was primarily due to improved initial product margins and less inventory markdown charges partially offset by increased freight costs.
The lower gross margin for Emerging Brands was primarily due to more inventory markdowns and increased freight costs partially offset by a change in sales mix with direct to consumer sales representing a greater proportion of net sales and improved initial product margins.
22
We exited the Lanier Apparel business in Fiscal 2021 and thus there was no gross profit in the Second Quarter of Fiscal 2022. The Second Quarter of Fiscal 2021 included the gross profit impact of net sales as we were exiting the business, as well as a reduction in inventory markdowns associated with the exit of Lanier Apparel.
The gross profit in Corporate and Other primarily reflects the impact of LIFO accounting adjustments and the gross profit of the Lyons, Georgia distribution center and Oxford America businesses. The primary driver for the improved gross profit was the $2 million lower LIFO accounting charge. The LIFO accounting impact in Corporate and Other in each period includes the net impact of (1) a charge in Corporate and Other when inventory that had been marked down in an operating group in a prior period was ultimately sold, (2) a credit in Corporate and Other when inventory had been marked down in an operating group in the current period, but had not been sold as of period end and (3) the change in the LIFO reserve, if any.
SG&A (as a % of net sales)
Lanier Apparel exit charges in SG&A
2,414
SG&A was $163 million in the Second Quarter of Fiscal 2022 compared to SG&A of $146 million in the Second Quarter of Fiscal 2021. The 12% increase in SG&A in the Second Quarter of Fiscal 2022 included (1) increased employment costs of $8 million, primarily due to increased head count, pay rate increases and other employment cost increases, primarily in our direct to consumer and distribution center operations, (2) a $3 million increase in advertising expense, (3) a $2 million increase in administrative expenses including professional fees, travel and other items, (4) a $2 million increase in variable expenses related to higher sales, including credit card transaction fees, supplies, commissions, royalties and other expenses, (5) a $1 million increase in occupancy expense, including higher percentage rent expense and (6) a $1 million increase in depreciation expense.
Royalties and other operating income primarily consists of income received from third parties from the licensing of our brands. The increased royalties and other operating income in the Second Quarter of Fiscal 2022 was primarily due to increased royalty income in both Tommy Bahama and Lilly Pulitzer as well as income earned on our short-term investments.
11,594
24.5
(4,291)
(16.6)
(509)
(11.3)
(850)
1,431
Operating income was $75 million in the Second Quarter of Fiscal 2022 compared to $68 million in the Second Quarter of Fiscal 2021. The increased operating income was primarily due to higher net sales and royalty income partially offset by increased SG&A. Changes in operating income (loss) by operating group are discussed below.
Gross margin
Operating income as % of net sales
24.2
22.7
The increased operating income for Tommy Bahama was due to higher sales, gross margin and royalty income partially offset by increased SG&A. The increased SG&A was primarily due to (1) $7 million of increased employment costs, with the majority of the increase in retail and restaurant operations, (2) $2 million of increased variable expenses related to higher sales, including credit card transaction fees, supplies, commissions, royalties and other expenses, (3) a $1 million increase in advertising expense, and (4) a $1 million increase in occupancy expense.
29.5
The decreased operating income for Lilly Pulitzer was primarily due to increased SG&A partially offset by higher sales, gross margin and royalty income. The increased SG&A was primarily due to (1) $2 million of increased advertising expense, (2) $1 million of higher depreciation expense, (3) $1 million of increased employment costs, and (4) $1 million of professional and other fees, primarily related to various ongoing direct to consumer and brand initiatives.
13.3
19.7
The decreased operating income for Emerging Brands was due to increased SG&A and lower gross margin partially offset by higher net sales. The increased SG&A included (1) higher SG&A associated with the Southern Tide and TBBC retail store operations, including related employment costs and occupancy costs, (2) increased variable expenses resulting from increased sales and (3) higher advertising expense.
-
We exited the Lanier Apparel business in Fiscal 2021 and thus there was no operating income in the Second Quarter of Fiscal 2022. The Second Quarter of Fiscal 2021 included the operating income resulting from the net sales, cost of goods sold and SG&A as we were exiting the Lanier Apparel business, including the net impact related to Lanier Apparel exit charges.
Operating loss
The improved operating results in Corporate and Other were primarily a result of (1) a $2 million lower LIFO accounting charge and (2) income earned on our short-term term investments in the Second Quarter of Fiscal 2022. The impact of these favorable items were partially offset by increased SG&A, which was primarily due to higher employment costs, professional fees and software license fees partially offset by a reduction in estimated provisions for preference payment exposure.
The comparable interest expense in the Second Quarter of Fiscal 2022 and the Second Quarter of Fiscal 2021 was primarily due to the absence of debt outstanding in either period. The interest expense in both periods primarily consisted of unused line fees and amortization of deferred financing fees associated with the U.S. Revolving Credit Agreement.
Income tax provision (benefit)
Effective tax rate
24.6
24.1
Both the Second Quarter of Fiscal 2022 and the Second Quarter of Fiscal 2021 benefitted from the favorable impact of certain items that resulted in a lower tax rate than the more typical annual effective tax rate of approximately 25%. The income tax expense in both the Second Quarter of Fiscal 2022 and the Second Quarter of Fiscal 2021 included the benefit of the utilization of certain net operating loss carryforward amounts in certain state and foreign jurisdictions, and the recognition of certain tax credit amounts. These favorable items were partially offset by certain unfavorable permanent items which are not deductible for income tax purposes.
We expect our annual effective tax rate for Fiscal 2022 to be between 24% and 25%.
Net earnings per diluted share were $3.49 in the Second Quarter of Fiscal 2022 compared to $3.05 in the Second Quarter of Fiscal 2021. The 14% increase in net earnings per diluted share was primarily due to a 10% increase in net earnings as well as 4% reduction in weighted average shares outstanding. The higher net earnings were primarily due to (1) increased net sales in our Tommy Bahama and Emerging Brands operating groups and (2) higher royalty income. These favorable items were partially offset by (1) increased SG&A and (2) a higher effective tax rate.
FIRST HALF OF FISCAL 2022 COMPARED TO FIRST HALF OF FISCAL 2021
The discussion and tables below compare our statements of operations for the First Half of Fiscal 2022 to the First Half of Fiscal 2021. Each dollar and percentage change provided reflects the change between these fiscal periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. We have calculated all percentages based on actual data, and percentage columns in tables may not add due to rounding. Individual line items of our consolidated statements of operations, including gross profit, may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.
26
121,577
20.5
36.0
36.7
39,262
18.0
64.0
63.3
82,315
21.9
44.8
47.7
37,055
13.1
1.9
3,200
31.5
21.1
17.3
48,460
47.1
11.4
17.2
48,407
47.3
3.8
14,315
63.6
15.9
13.4
34,092
42.7
2.19
46.1
(395)
(2.3)
106,501
29.1
19,801
12.3
16,423
36.3
(20,511)
(637)
(28.6)
Consolidated net sales were $716 million in the First Half of Fiscal 2022 compared to net sales of $594 million in the First Half of Fiscal 2021. The 21% increase in net sales included increases in Tommy Bahama, Lilly Pulitzer, and Emerging Brands as well as in each distribution channel. These increases were partially offset by a $21 million decrease in Lanier Apparel, which we exited in Fiscal 2021. In the First Half of Fiscal 2021, and particularly in the First Quarter of Fiscal 2021, consumer traffic and our operations had only partially rebounded from the impacts of the COVID-19 pandemic as we still had certain store closures and operating restrictions in certain regions, wholesale customer demand was still soft and most of the consumer traffic improvement occurred later in Fiscal 2021. The higher net sales were due to a combination of increased volume as well as price increases, which were implemented in order to mitigate increased product and other costs.
The increase in net sales by distribution channel included increases in (1) full-price retail sales of $58 million, or 29%, driven primarily by increased consumer traffic, (2) wholesale sales of our non-Lanier Apparel businesses of $35 million, or 31%, with this increase due to higher order books as wholesale accounts increased their buys for Fiscal 2022 compared to Fiscal 2021 as well as the timing of some initial spring deliveries, which shipped in February in 2022 rather than January, (3) full-price e-commerce sales of $29 million, or 16%, (4) e-commerce flash clearance sales in Lilly Pulitzer of $8 million, with no e-commerce flash clearance sales in the prior year period, (5) restaurant sales of $7 million, or 14%, and (6) outlet sales of $6 million, or 19%. The following table presents the proportion of our
consolidated net sales by distribution channel for each period presented. We have calculated all percentages below on actual data, and percentages may not add to 100 due to rounding.
Tommy Bahama net sales increased $107 million, or 29%, in the First Half of Fiscal 2022, with an increase in each channel of distribution. The increase in net sales in Tommy Bahama included increases in (1) full-price retail sales of $48 million, or 35%, (2) wholesale sales of $23 million, or 41%, (3) e-commerce sales of $23 million, or 25%, (4) restaurant sales of $7 million, or 14%, with strong sales in our 21 food and beverage locations, and (5) outlet sales of $5 million, or 19%. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:
Lilly Pulitzer net sales increased $20 million, or 12%, in the First Half of Fiscal 2022. The increase in net sales in Lilly Pulitzer included increases in (1) retail sales of $8 million, or 14%, (2) e-commerce flash clearance sales of $7 million as Lilly Pulitzer held a flash clearance event in the First Quarter of Fiscal 2022 to test the timing of clearance for certain prior season resort product, but did not have a flash clearance event in the First Half of Fiscal 2021, and (3) wholesale sales of $4 million, or 14%, with higher full-price sales and lower off-price sales. Full-price e-commerce sales decreased $0 million, or 1%. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:
Emerging Brands net sales increased $16 million, or 36%, in the First Half of Fiscal 2022, with an increase in each of the Southern Tide, TBBC and Duck Head businesses comprising Emerging Brands. By brand, the increase in net sales included increases in (1) TBBC of $8 million, or 64%, to $21 million, (2) Southern Tide of $7 million, or 24%, to $37 million, and (3) Duck Head of $1 million, or 48%, to $4 million. By distribution channel, the $16 million increase included increases of (1) $8 million, or 32%, in wholesale, (2) $6 million, or 38%, in e-commerce and (3) $2 million, or 80%, in the Southern Tide and TBBC retail businesses, as those brands continue to open new retail locations. The
following table presents the proportion of net sales by distribution channel for Emerging Brands for each period presented:
There were no Lanier Apparel net sales in the First Half of Fiscal 2022, compared to $21 million of net sales in the First Half of Fiscal 2021, after we exited the Lanier Apparel business in Fiscal 2021.
The tables below present gross profit by operating group and in total for the First Half of Fiscal 2022 and the First Half of Fiscal 2021, as well as the dollar change and percentage change between those two periods, and gross margin by operating group and in total. Our gross profit and gross margin, which is calculated as gross profit divided by net sales, may not be directly comparable to those of our competitors, as the statement of operations classification of certain expenses may vary by company.
304,139
234,908
69,231
126,848
113,050
13,798
12.2
30,475
24,508
5,967
24.3
10,060
(10,060)
(2,936)
(6,315)
3,379
3,737
7,419
(2,142)
64.4
70.2
70.3
49.4
54.2
49.0
The increased gross profit of 22% was primarily due to the 21% increase in net sales as well as improved gross margin. The gross margin improvement was primarily due to (1) a change in sales mix resulting from the exit of Lanier Apparel, (2) a $4 million lower LIFO accounting charge in the First Half of Fiscal 2022 compared to the First Half of Fiscal 2021, and (3) improved initial product margins. These items were partially offset by (1) the impact of increased
29
freight costs of $5 million, or 70 basis points, including rate increases impacting inbound products and e-commerce shipping costs as well as the increased utilization of air freight on inbound products and (2) the lack of a favorable adjustment of Lanier Apparel exit charges in cost of goods sold in the First Half of Fiscal 2022, after a $2 million benefit from Lanier Apparel exit charges in cost of goods sold in the First Half of Fiscal 2021. The First Half of Fiscal 2021 did not include as significantly elevated freight costs as the cost impact of supply chain disruptions were more dramatic starting in the Second Half of Fiscal 2021. Both the First Half of Fiscal 2022 and the First Half of Fiscal 2021 included a higher proportion of full-price selling, with lower levels of markdowns, discounts and promotions, than have been typical in prior years.
The comparable gross margin for Tommy Bahama included the impact of improved initial product margins and increased gross margin in wholesale operations offset by a higher proportion of Tommy Bahama direct to consumer sales occurring during periodic loyalty award card and Flip Side marketing events, increased freight costs and increased food costs in our restaurant business.
The comparable gross margin for Lilly Pulitzer included the impact of improved initial product margins and less inventory markdowns and off-price wholesale sales offset by increased freight costs and a greater proportion of e-commerce flash clearance sales.
We exited the Lanier Apparel business in Fiscal 2021 and thus there was no gross profit in the First Half of Fiscal 2022. The First Half of Fiscal 2021 included the gross profit impact of net sales as we were exiting the business, as well as a reduction in inventory markdowns associated with the exit of Lanier Apparel.
The gross profit in Corporate and Other primarily reflects the impact of LIFO accounting adjustments and the gross profit of the Lyons, Georgia distribution center and Oxford America businesses. The primary driver for the improved gross profit was the $4 million lower LIFO accounting charge. The LIFO accounting impact in Corporate and Other in each period includes the net impact of (1) a charge in Corporate and Other when inventory that had been marked down in an operating group in a prior period was ultimately sold, (2) a credit in Corporate and Other when inventory had been marked down in an operating group in the current period, but had not been sold as of period end and (3) the change in the LIFO reserve, if any.
3,229
SG&A was $321 million in the First Half of Fiscal 2022 compared to SG&A of $283 million in the First Half of Fiscal 2021 reflecting significant SG&A leverage as sales grew at a rate higher than SG&A increased. The higher SG&A included (1) increased employment costs of $17 million, primarily due to increased head count, pay rate increases and other employment cost increases, primarily in our direct to consumer and distribution center operations, (2) a $7 million increase in advertising expense, (3) a $6 million increase in variable expenses related to higher sales, including credit
card transaction fees, supplies, commissions, royalties and other expenses, (4) a $3 million increase in administrative expenses including professional fees, travel and other items, and (5) a $2 million increase in occupancy expense, including higher percentage rent expense.
Royalties and other operating income primarily consists of income received from third parties from the licensing of our brands. The increased royalties and other operating income in the First Half of Fiscal 2022 was due to increased royalty income in both Tommy Bahama and Lilly Pulitzer as well as income earned on our short-term investments.
43,540
1,942
4.2
2,266
24.0
(1,705)
2,417
Operating income was $151 million in the First Half of Fiscal 2022 compared to $103 million in the First Half of Fiscal 2021. The increased operating income was primarily due to higher net sales, gross margin and royalty income partially offset by increased SG&A. Operating income in each operating group, except for Lanier Apparel, increased in the First Half of Fiscal 2022 as compared to the First Half of Fiscal 2021. Changes in operating income (loss) by operating group are discussed below.
23.6
18.6
The increased operating income for Tommy Bahama was primarily due to higher sales and royalty income partially offset by increased SG&A. The increased SG&A was primarily due to (1) $17 million of increased employment costs, including increased wages in retail and restaurant operations, (2) $6 million of increased variable expenses related to higher sales, including credit card transaction fees, supplies, commissions, royalties and other expenses, (3) a $3 million increase in advertising expense, and (4) a $2 million increase in occupancy expense.
31
26.4
28.4
The increased operating income for Lilly Pulitzer was primarily due to higher sales and royalty income partially offset by increased SG&A. The increased SG&A was primarily due to (1) $5 million of increased advertising expense, (2) $2 million of increased employment costs, (3) $2 million of variable expenses related to higher net sales including credit card transaction fees, supplies and other expenses, (4) $2 million of higher depreciation expense and (5) $1 million of professional and other fees, primarily related to various ongoing direct to consumer and brand initiatives.
19.0
20.9
The increased operating income for Emerging Brands was due to higher net sales partially offset by increased SG&A and lower gross margin. The increased SG&A included (1) higher SG&A associated with the Southern Tide and TBBC retail store operations, including related employment costs and occupancy costs, (2) increased variable expenses resulting from increased sales and (3) higher advertising expense.
8.3
We exited the Lanier Apparel business in Fiscal 2021 and thus there was no operating income in the First Half of Fiscal 2022. The First Half of Fiscal 2021 included the operating income resulting from the net sales, cost of goods sold and SG&A as we were exiting the Lanier Apparel business, including the net impact related to Lanier Apparel exit charges.
The improved operating results in Corporate and Other were primarily a result of a $4 million lower LIFO accounting charge. The favorable impact of LIFO accounting was partially offset by increased SG&A, which was primarily due to increased employment costs, professional fees and software license fees partially offset by a reduction in estimated provisions for preference payment exposure.
The comparable interest expense in the First Half of Fiscal 2022 and the First Half of Fiscal 2021 was primarily due to the absence of debt outstanding in either period. The interest expense in both periods primarily consisted of unused line fees and amortization of deferred financing fees associated with the U.S. Revolving Credit Agreement.
24.4
22.0
Both the First Half of Fiscal 2022 and the First Half of Fiscal 2021 benefitted from the favorable impact of certain items that resulted in a lower tax rate than the more typical annual effective tax rate of approximately 25%. The income tax expense in both the First Half of Fiscal 2022 and the First Half of Fiscal 2021 included the benefit of the utilization of certain net operating loss carryforward amounts in certain state and foreign jurisdictions, the recognition of certain tax credit amounts and the vesting of restricted stock awards at a price higher than the grant date fair value. These favorable items were partially offset by certain unfavorable permanent items which are not deductible for income tax purposes. Additionally, and more significantly, the income tax expense in the First Half of Fiscal 2021 included the benefit of a $2 million net reduction in uncertain tax positions resulting from the settlement of those uncertain tax position amounts in the First Quarter of Fiscal 2021.
Net earnings per diluted share were $6.94 in the First Half of Fiscal 2022 compared to $4.75 in the First Half of Fiscal 2021. The 46% increase in net earnings per diluted share was primarily due to a 43% increase in net earnings as well as 2% reduction in weighted average shares outstanding. The higher net earnings were primarily due to (1) increased net sales in our Tommy Bahama, Lilly Pulitzer and Emerging Brands operating groups, (2) higher gross margin and (3) higher royalty income. These favorable items were partially offset by (1) increased SG&A and (2) a higher effective tax rate.
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, Southern Tide, TBBC and Duck Head lifestyle brands. 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 branded apparel products from third party contract manufacturers outside of the United States, as well as operating expenses, including employee compensation and benefits, operating lease commitments and other occupancy-related costs, marketing and advertising costs, information technology costs, distribution costs, other general and administrative expenses and the periodic payment of interest, if any. Additionally, we use our cash to fund capital expenditures and other investing activities, dividends, share repurchases and repayment of indebtedness, if any. In the ordinary course of business, we maintain certain levels of inventory, extend credit to our wholesale customers and pay our operating expenses. Thus, we require a certain amount of ongoing working capital to operate our business. Our need for working capital is typically seasonal with the greatest requirements generally in the fall and spring of each year. Our capital needs depend on many factors including the results of our operations and cash flows, future growth rates, the need to finance inventory levels and the success of our various products.
We have a long history of generating sufficient cash flows from operations to satisfy our cash requirements for our ongoing capital expenditure needs as well as payment of dividends and repayment of our debt. Thus, we believe our anticipated future cash flows from operating activities, as well as our $186 million of cash, cash equivalents and short-term investments as of July 30, 2022, will provide sufficient cash over both the short and long term to satisfy our ongoing cash requirements and ample opportunity to continue to invest in our lifestyle brands, direct to consumer initiatives, information technology projects and other strategic initiatives. Also, if cash inflows are less than cash outflows, we have access to amounts under our U.S. Revolving Credit Agreement, subject to its terms, which is described below.
34
Key Liquidity Measures
($ in thousands)
Total current assets
258,316
Total current liabilities
196,252
Working capital
198,608
174,169
128,862
62,064
Working capital ratio
1.89
1.77
1.59
1.32
Our working capital ratio is calculated by dividing total current assets by total current liabilities. Current assets as of July 30, 2022, increased from July 31, 2021 primarily due to increased inventories of $58 million, as well as the $6 million net increase in cash and cash equivalents and short-term investments, the $5 million increase in prepaid expenses and other current assets and the $4 million increase in receivables. Current liabilities as of July 30, 2022 increased from July 31, 2021 primarily due to increased accounts payable of $15 million partially offset by reductions in current portion of operating lease liabilities of $5 million, accrued compensation of $5 million, and accrued expenses and other liabilities of $2 million. Changes in current assets and current liabilities are discussed below.
Balance Sheet
The following tables set forth certain information included in our consolidated balance sheets (in thousands). Below each table are explanations for any significant changes in the balances as of July 30, 2022 as compared to July 31, 2021.
Current Assets:
30,418
123,543
17,975
20,367
Cash and cash equivalents and short-term investments were $186 million as of July 30, 2022 compared to $180 million as of July 31, 2021. The increase from July 31, 2021 of $6 million was primarily due to our strong cash flow from operations exceeding our cash paid for share repurchases, capital expenditures and dividends during the 12 month period.
The increase in receivables, net as of July 30, 2022 was primarily due to a reduction in estimated customer allowances and credit losses related to wholesale receivables. Inventories, net, which is net of a $74 million and $62 million LIFO reserve as of July 30, 2022 and July 31, 2021, respectively, increased to a more normalized level as of July 30, 2022. The increase was primarily due to planned increases in inventories resulting from the earlier receipt of inventory for the Fall 2022 season to mitigate supply chain risks, anticipated sales growth in each of our brands in Fiscal 2022 and increased product costs. Additionally, inventory levels in Fiscal 2021 were generally lower than optimal, when a stronger than anticipated rebound in consumer demand outpaced inventory purchases. These inventory increases were partially offset by (1) the impact of LIFO accounting, including the $13 million increase in the LIFO reserve primarily due to the impact of the inflationary environment on the LIFO reserve, and (2) the absence of inventory in Lanier Apparel, compared to $2 million of Lanier Apparel inventory as of July 31, 2021.
Income tax receivable primarily relates to the income tax receivable associated with tax returns for Fiscal 2020, which included the carry back of operating losses to offset taxable income from previous years. The increase in prepaid expenses and other current assets as of July 30, 2022 was primarily due to increased prepaid operating expenses, including more prepaid advertising.
Non-current Assets:
159,732
156,187
23,910
233,775
33,714
Total non-current assets
535,954
557,307
582,703
607,318
Property and equipment, net as of July 30, 2022 decreased primarily due to depreciation expense exceeding capital expenditures during the 12 months ended July 30, 2022. Operating lease assets as of July 30, 2022 decreased primarily due to the recognition of amortization related to existing operating leases, the termination or reduced term of certain operating leases and the impairment of certain operating lease assets which exceeded the increased operating lease assets associated with new or extended operating leases. The decrease in other assets, net as of July 30, 2022 was primarily due to (1) a $3 million decrease in investment in unconsolidated entities due to the sale of our ownership interest in an unconsolidated entity in Fiscal 2021, (2) a decrease in assets set aside for potential deferred compensation obligations and (3) a reduction in certain deposit payments.
Liabilities:
239,963
23,691
Total liabilities
423,186
449,978
458,050
459,906
Current liabilities increased as of July 30, 2022 primarily due to increases in accounts payable, which was primarily due to increased payables associated with higher inventory in transit amounts. The increase in accounts payable was partially offset by reductions in (1) the current portion of operating lease liabilities, which was primarily due to substantially all of the COVID-related unpaid rent amounts included in the balance as of July 31, 2021, being paid or otherwise resolved as of July 30, 2022, (2) accrued compensation, which was primarily due to the decrease in accrued compensation amounts associated with the exit from Lanier Apparel as all amounts were paid during Fiscal 2021 and lower accrued bonus, and (3) accrued expenses and other current liabilities, including a decrease in accrued income taxes, sales tax, contingent consideration and other accruals partially offset by increased amounts for gift card liabilities, estimated returns and other accruals.
Non-current portion of operating lease liabilities as of July 30, 2022, decreased primarily due to the payment of operating lease liabilities and reductions in liabilities related to the termination or reduced term of certain operating leases, which exceeded operating lease liabilities associated with new or extended operating leases. Other non-current liabilities as of July 30, 2022 decreased primarily due to decreases in deferred compensation liabilities.
Statement of Cash Flows
The following table sets forth the net cash flows for the First Half of Fiscal 2022 and the First Half of Fiscal 2021 (in thousands):
Cash and cash equivalents and short-term investments, in the aggregate, were $186 million and $180 million at July 30, 2022 and July 31, 2021, respectively. The increase in the aggregate cash and short-term investments balance was primarily due to our strong cash flows from operations exceeding our cash paid for share repurchases, capital expenditures and dividends. Changes in cash flows in the First Half of Fiscal 2022 and the First Half of Fiscal 2021 related to operating activities, investing activities and financing activities are discussed below.
Operating Activities:
In the First Half of Fiscal 2022 and the First Half of Fiscal 2021, operating activities provided $91 million and $149 million of cash, respectively. The cash flow from operating activities for each period primarily consisted of net earnings for the relevant period adjusted, as applicable, for non-cash activities including depreciation, equity-based compensation and other non-cash items as well as the net impact of changes in deferred income taxes and operating assets and liabilities. In the First Half of Fiscal 2022, changes in operating assets and liabilities had a net unfavorable impact on cash flow from operations, while in the First Half of Fiscal 2021 the changes in operating assets and liabilities had a net favorable impact on cash flow from operations. The significant favorable impact in the First Half of Fiscal 2021 was primarily due to the stronger than expected rebound in consumer demand outpacing inventory purchases, which resulted in lower than optimal inventory levels at July 31, 2021, and the conversion of Lanier Apparel working capital into cash during the exit of Lanier Apparel.
In the First Half of Fiscal 2022, the net change in operating assets and liabilities was primarily due to an increase in inventories, receivables and prepaid expenses, which decreased cash flow from operations. In the First Half of Fiscal 2021, the net change in operating assets and liabilities was primarily due to a decrease in inventories and an increase in current liabilities, which increased cash flow from operations, partially offset by an increase in receivables which decreased cash flow from operations.
Investing Activities:
In the First Half of Fiscal 2022 and the First Half of Fiscal 2021, investing activities used $10 million and $18 million of cash, respectively. During the First Half of Fiscal 2022, we converted $10 million of short-term investments into cash based on our short-term cash needs. On an ongoing basis, our cash flow used in investing activities primarily consists of our capital expenditures, which totaled $20 million and $16 million in the First Half of Fiscal 2022 and the First Half of Fiscal 2021, respectively. In addition to our capital expenditures in the First Half of Fiscal 2022 and the First Half of Fiscal 2021, we also used certain amounts of cash, which are included in other investing activities, for investments in unconsolidated entities, including minority ownership interests or loans.
Our cash flow used in investing activities is expected to primarily consist of our capital expenditure investments in information technology initiatives, including e-commerce capabilities; direct to consumer operations, including opening, relocating and remodeling locations; and facilities enhancements for distribution centers and offices. Additionally, cash flow from investing activities will include amounts contributed to or received from our short-term investment accounts, if any.
Financing Activities:
In the First Half of Fiscal 2022 and the First Half of Fiscal 2021, financing activities used $95 million and $16 million of cash, respectively. During the First Half of Fiscal 2022, we used cash to repurchase $76 million of shares, including repurchased shares of our stock pursuant to an open market stock repurchase program and of equity awards in respect of employee tax withholding liabilities, to pay $18 million of dividends and to pay $2 million of contingent consideration for the final contingent consideration payment related to the TBBC acquisition, which is included in other financing activities. In the First Half of Fiscal 2021, we used cash flow from operations to pay $13 million of dividends, repurchase $3 million of shares, consisting of repurchased shares of equity awards in respect of employee tax withholding liabilities, and pay $1 million of contingent consideration, which is included in other financing activities.
Liquidity and Capital Resources
We have a long history of generating sufficient cash flows from operations to satisfy our cash requirements for our ongoing capital expenditure needs as well as payment of dividends and repayment of our debt. Thus, we believe our anticipated future cash flows from operating activities, as well as our $186 million of cash and short-term investments as of July 30, 2022, will provide sufficient cash flows over both the short and long term to satisfy our ongoing cash requirements and ample opportunity to continue to invest in our lifestyle brands, direct to consumer initiatives, information technology projects and other strategic initiatives. Our capital needs depend on many factors including the results of our operations and cash flows, future growth rates, the need to finance inventory levels and the success of our various products.
To the extent cash flow needs in the future exceed cash flow provided by our operations, as well as our cash and short-term investment amounts, we will have access, subject to its terms, to our $325 million U.S. Revolving Credit Agreement to provide funding for operating activities, capital expenditures and acquisitions, if any, and any other investing or financing activities. Our U.S. Revolving Credit Agreement is also used to establish collateral for certain insurance programs and leases and to finance trade letters of credit for certain product purchases, which reduce the amounts available under our line of credit when issued and totaled $3 million as of July 30, 2022.
We did not have any borrowings outstanding under our U.S. Revolving Credit Agreement during the First Half of Fiscal 2022 or at any point during Fiscal 2021. As of July 30, 2022, we had $322 million of unused availability under our U.S. Revolving Credit Agreement. Considering both the $322 million of unused availability under our U.S. Revolving Credit Agreement and our cash, cash equivalents and short-term investments in excess of the amounts included in the borrowing base assets of $110 million, our total liquidity position totaled $432 million as of July 30, 2022.
Our cash, short-term investments and debt levels in future periods will not be comparable to historical amounts. Further, we continue to assess, and may possibly make changes to, our capital structure, including borrowings from additional credit facilities, sales of debt or equity securities or the repurchase of additional shares of our stock in the future. Changes in our capital structure, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
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 amended the U.S. Revolving Credit Agreement. During the Second Quarter of Fiscal 2022 and as of July 30, 2022, no financial covenant testing was required pursuant to our U.S. Revolving Credit Agreement as the minimum availability threshold was met at all times. As of July 30, 2022, we were compliant with all applicable covenants related to the U.S. Revolving Credit Agreement. Refer to Note 5 of our consolidated financial statements included in our Fiscal 2021 Form 10-K for additional information regarding our U.S. Revolving Credit Agreement, including details about affirmative and negative covenants.
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.
Operating Lease Commitments:
Refer to Note 4 in our unaudited condensed consolidated financial statements included in this report for additional information about our operating lease commitments as of July 30, 2022.
Dividends:
On August 31, 2022, our Board of Directors approved a cash dividend of $0.55 per share payable on October 28, 2022 to shareholders of record as of the close of business on October 14, 2022. Although we have paid dividends in each quarter since we became a public company in July 1960, we may discontinue or modify dividend payments at any time if we determine that other uses of our capital, including payment of outstanding debt, funding of acquisitions, funding of capital expenditures or repurchases of outstanding shares, may be in our best interest; if our expectations of future cash flows and future cash needs outweigh the ability to pay a dividend; or if the terms of our credit facility, other debt instruments or applicable law limit our ability to pay dividends. We may borrow to fund dividends or repurchase shares in the short term subject to the terms and conditions of our credit facility, other debt instruments and applicable law. All cash flow from operations will not be paid out as dividends in all periods. For details about limitations on our ability to pay dividends, see the discussion of our U.S. Revolving Credit Agreement above and in Note 5 of our consolidated financial statements contained in our Fiscal 2021 Form 10-K.
Share Repurchases:
Refer to Note 6 in our unaudited condensed consolidated financial statements and Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds included in this report for additional information about our share repurchases.
Capital Expenditures:
Our anticipated capital expenditures for Fiscal 2022, including the $20 million incurred in the First Half of Fiscal 2022, are expected to be approximately $50 million. Our ongoing capital expenditures primarily consist of costs associated with investments in information technology initiatives, including e-commerce capabilities; direct to consumer operations, including opening, relocating and remodeling locations; and facilities enhancements for distribution centers and offices. Our capital expenditure amounts in future years will fluctuate from the amounts incurred in Fiscal 2022 and prior years depending on the investments we believe appropriate for that year to support future expansion of our businesses.
Other Liquidity Items:
Our contractual obligations as of July 30, 2022 have not changed materially from the contractual obligations outstanding at January 29, 2022, as disclosed in our Fiscal 2021 Form 10-K. We have not entered into agreements which meet the SEC’s definition of an off balance sheet financing arrangement, other than operating leases, and have made no financial commitments or guarantees with respect to any unconsolidated subsidiaries or special purpose entities.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of GAAP requires us to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. We base our estimates on historical experience, current trends and various other assumptions that we believe are reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions. We believe it is possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. We believe that we have appropriately applied our critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to the critical accounting policies, our consolidated statements of operations could be materially misstated.
Our critical accounting policies and estimates are discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2021 Form 10-K. There have not been any significant changes to our critical accounting policies and estimates during the First Half of Fiscal 2022. A detailed summary of significant accounting policies is included in Note 1 to our consolidated financial statements contained in our Fiscal 2021 Form 10-K.
SEASONAL ASPECTS OF OUR BUSINESS
Each of our operating groups is impacted by seasonality as the demand by specific product or style, as well as by distribution channel, may vary significantly depending on the time of year. As a result, our quarterly operating results and working capital requirements fluctuate significantly from quarter to quarter. Typically, the demand for products for our larger brands is higher in the spring, summer and holiday seasons and lower in the fall season (the third quarter of our fiscal year). Thus, our third quarter historically has the lowest net sales and net earnings compared to other quarters. Further, the impact of the timing of certain unusual or non-recurring items, economic conditions, the timing of our e-commerce flash clearance sales, wholesale product shipments, weather or other factors affecting our operations may vary from one year to the next. Therefore, due to the potential impact of these items listed in the previous sentence and the COVID-19 pandemic’s more significant negative impact on the First Quarter of Fiscal 2021 than later quarters of Fiscal 2021, we do not believe that net sales or operating income by quarter in Fiscal 2021 are necessarily indicative of the expected proportion of amounts by quarter in Fiscal 2022 or future periods.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain interest rate, foreign currency, commodity and inflation risks as discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk in our Fiscal 2021 Form 10-K. There have not been any material changes in our exposure to these risks during the First Half of Fiscal 2022.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our company, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control over financial reporting during the Second Quarter of Fiscal 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are a party to litigation and regulatory actions arising in the ordinary course of business. These actions may relate to trademark and other intellectual property, employee relations matters, real estate, licensing arrangements, importing or exporting regulations, product safety requirements, taxation or other topics. We are not currently a party to any litigation or regulatory action or aware of any proceedings contemplated by governmental authorities that we believe could reasonably be expected to have a material impact on our financial position, results of operations or cash flows. However, our assessment of any litigation or other legal claims could potentially change in light of the discovery of additional factors not presently known or determinations by judges, juries, or others which are not consistent with our evaluation of the possible liability or outcome of such litigation or claims.
ITEM 1A. RISK FACTORS
Our business is subject to numerous risks. Investors should carefully consider the factors discussed in Part I, Item 1A. Risk Factors in our Fiscal 2021 Form 10-K, which could materially affect our business, financial condition or operating results. We operate in a competitive and rapidly changing business environment and additional risks and uncertainties that we currently consider immaterial or not presently known to us may also adversely affect our business. The risks described in our Fiscal 2021 Form 10-K are not the only risks facing our company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Total Number of
Dollar Value
Shares
(000s) of Shares
Average
Purchased as
That May Yet be
Total Number
Price
Part of Publicly
Purchased Under
of Shares
Paid per
Announced Plans
the Plans or
Fiscal Month
Purchased
Share
or Programs
Programs
May (5/1/22 - 5/28/22)
173,237
85.30
$ 84,019
June (5/29/22 - 7/2/22)
118,992
91.60
$ 73,123
July (7/3/22 - 7/30/22)
46,395
89.14
$ 68,988
338,624
88.04
As disclosed in our Quarterly Report on Form 10-Q for the Third Quarter of Fiscal 2021, and in subsequent filings, on December 7, 2021, our Board of Directors authorized us to spend up to $150 million to repurchase shares of our stock. This authorization superseded and replaced all previous authorizations to repurchase shares of our stock and has no automatic expiration. Pursuant to the Board of Directors’ authorization we entered into a $100 million open market stock repurchase program (Rule 10b5-1 plan) to acquire shares of our stock, under which we repurchased:
After considering these repurchases, there was $19 million remaining under the open market repurchase program and $69 million remaining under the Board of Directors’ authorization as of July 30, 2022. Additionally, subsequent to
July 30, 2022, we repurchased an additional 50,000 shares of our common stock for $5 million under the open market repurchase program, resulting in $14 million remaining under the open market repurchase program as of September 1, 2022.
Also, we have certain stock incentive plans as described in Note 8 to our consolidated financial statements included in our Fiscal 2021 Form 10-K, all of which are publicly announced plans. Under the plans we can repurchase shares from employees to cover employee tax liabilities related to the vesting of shares of our stock. During the First Quarter of Fiscal 2022, we repurchased $3 million of shares from employees, with no such repurchases in the Second Quarter of Fiscal 2022.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. MINE SAFETY DISCLOSURES
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
3.1
Restated Articles of Incorporation of Oxford Industries, Inc. (filed as Exhibit 3.1 to the Company’s Form 10-Q for the fiscal quarter ended July 29, 2017)
3.2
Bylaws of Oxford Industries, Inc., as amended (filed as Exhibit 3.2 to the Company’s Form 8-K filed on August 18, 2020)
Section 302 Certification by Principal Executive Officer.*
31.2
Section 302 Certification by Principal Financial Officer.*
Section 906 Certification by Principal Executive Officer and Principal Financial Officer.*
101.INS
XRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
* Filed herewith.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
September 2, 2022
(Registrant)
/s/ K. Scott Grassmyer
K. Scott Grassmyer
Executive Vice President, Chief Financial Officer and
Chief Operating Officer
(Authorized Signatory)