ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements contained in this report and the consolidated financial statements, notes to consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for Fiscal
2016
.
OVERVIEW
We are a global apparel company that designs, sources, markets and distributes products bearing the trademarks of our Tommy Bahama®, Lilly Pulitzer® and Southern Tide® lifestyle brands, other owned brands and licensed brands as well as private label apparel products. During Fiscal 2016, 92% of our net sales were from products bearing brands that we own and 66% of our net sales were through our direct to consumer channels of distribution. In Fiscal 2016, 96% of our consolidated net sales were to customers located in the United States, with the sales outside the United States consisting primarily of our Tommy Bahama product sales in Canada and the Asia-Pacific region.
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 like Tommy Bahama, Lilly Pulitzer and Southern Tide that create an emotional connection with consumers can command greater loyalty and higher price points at retail and create licensing opportunities, which may drive higher earnings. We believe the attraction of a lifestyle brand depends on creating compelling product, effectively communicating the respective lifestyle brand message and distributing products to consumers where and when they want it.
Our ability to compete successfully in styling and marketing is directly related to our proficiency in foreseeing changes and trends in fashion and consumer preference, and presenting appealing products for consumers. Our design-led, commercially informed lifestyle brand operations strive to provide exciting, differentiated products each season.
To further strengthen each lifestyle brand's connections with consumers, we directly communicate with consumers through electronic and print media on a regular basis. We believe our ability to effectively communicate the images, lifestyle and products of our brands and create an emotional connection with consumers is critical to the success of the brands. Our advertising for our brands often attempts to convey the lifestyle of the brand as well as a specific product.
We distribute our owned lifestyle branded products primarily through our direct to consumer channels, consisting of our Tommy Bahama and Lilly Pulitzer retail stores and our e-commerce sites for Tommy Bahama, Lilly Pulitzer and Southern Tide, and through our wholesale distribution channels. Our direct to consumer operations provide us with the opportunity to interact directly with our customers, present to them a broad assortment of our current season products and immerse them in the theme of the lifestyle brand. We believe that presenting our products in a setting specifically designed to showcase the lifestyle on which the brands are based enhances the image of our brands. Our Tommy Bahama and Lilly Pulitzer full-price retail stores provide high visibility for our brands and products and allow us to stay close to the preferences of our consumers, while also providing a platform for long-term growth for the brands. In Tommy Bahama, we also operate a limited number of restaurants, generally adjacent to a Tommy Bahama full-price retail store location, which we believe further enhance the brand's image with consumers.
Additionally, our e-commerce websites, which represented 18% of our consolidated net sales in Fiscal 2016, provide the opportunity to increase revenues by reaching a larger population of consumers and at the same time allow our brands to provide a broader range of products. Our e-commerce flash clearance sales on our websites and our Tommy Bahama outlet stores play an important role in overall brand and inventory management by allowing us to sell discontinued and out-of-season products in brand appropriate settings and often at better prices than are typically available from third-party off-price retailers.
The wholesale operations of our lifestyle brands complement our direct to consumer operations and provide access to a larger group of consumers. As we seek to maintain the integrity of our lifestyle brands by limiting promotional activity in our full-price retail stores and e-commerce websites, we generally target wholesale customers that follow this same approach in their stores. Our wholesale customers for our Tommy Bahama, Lilly Pulitzer and Southern Tide brands include better department stores and specialty stores, including Signature Stores for Lilly Pulitzer and Southern Tide.
Within our Lanier Apparel operating group, we sell tailored clothing and sportswear products under licensed brands, private labels and owned brands. Lanier Apparel's customers include department stores, discount and off-price retailers, warehouse clubs, national chains, specialty retailers and others throughout the United States.
All of our operating groups operate in highly competitive apparel markets in which numerous U.S.-based and foreign apparel firms compete. No single apparel firm or small group of apparel firms dominates the apparel industry, and our direct competitors vary by operating group and distribution channel. We believe the principal competitive factors in the apparel
industry are reputation, value, and image of brand names; design; consumer preference; price; quality; marketing; product fulfillment capabilities; and customer service.
The apparel industry is cyclical and very dependent upon the overall level and focus of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. Often, negative economic conditions have a longer and more severe impact on the apparel industry than on other industries. We believe current global economic conditions and the resulting economic uncertainty continue to impact our business, and the apparel industry as a whole.
We believe the retail apparel market is evolving very rapidly and in ways that are having a disruptive impact on traditional fashion retailing. The application of technology, including the internet and mobile devices, to fashion retail provides consumers increasing access to multiple, responsive distribution platforms and an unprecedented ability to communicate directly with brands, retailers and others. As a result, consumers have more information and broader, faster and cheaper access to goods than ever before. This, along with the coming of age of the “millennial” generation, is revolutionizing the way that consumers shop for fashion and other goods. The evidence is increasingly apparent with marked weakness and store closures for department stores and mall-based retailers, decreased consumer retail traffic, a more promotional retail environment, expansion of off-price and discount retailers, and growing internet purchases.
While this evolution in the fashion retail industry presents 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 changing consumer preferences. We believe our brands have true competitive advantages in this new retailing paradigm, and we are leveraging technology to serve our consumers when and where they want to be served. We continue to believe that our lifestyle brands are well suited to succeed and thrive in the long-term while managing the various challenges facing our industry.
Specifically, we believe our lifestyle brands have opportunities for long-term growth in their direct to consumer businesses. We anticipate increased sales in our e-commerce operations, which are expected to grow at a faster rate than bricks and mortar comparable store sales. We also believe growth can be achieved through prudent expansion of bricks and mortar full-price retail store operations and modest comparable full-price retail store sales increases. Despite the changes in the retail environment, we expect there will continue to be desirable locations for additional stores.
Our lifestyle brands also have an opportunity for modest sales increases in their wholesale businesses in the long-term. We anticipate that any such increases will stem primarily from current customers adding within their existing door count and increasing their on-line business, increased sales to on-line retailers, and our selective addition of new wholesale customers who generally follow a retail model with limited discounting; however, we must be diligent in our effort to avoid compromising the integrity of our brands by maintaining or growing sales with wholesale customers that may not be aligned with our long-term strategy. This is particularly important with the challenges in the department store channel, which represented about one-half of our consolidated wholesale sales, or 16% of our consolidated net sales in Fiscal 2016. Our approach to diligently managing our wholesale distribution may result in lower wholesale sales during certain quarters or years in the future, as we may reduce the amount of sales to certain wholesale accounts by reducing the number of doors with our product, reducing the volume sold for a particular door or exit a wholesale account entirely. We also believe that there are opportunities for modest sales growth for Lanier Apparel in the future through new product programs for existing and new customers.
We believe we must continue to invest in our lifestyle brands to take advantage of their long-term growth opportunities. Investments include capital expenditures primarily related to the direct to consumer operations such as technology enhancements, e-commerce initiatives, retail store and restaurant build-out for new, relocated or remodeled locations as well as distribution center and administrative office expansion initiatives. Additionally, while we anticipate increased employment, advertising and other costs to support ongoing business operations and fuel future sales growth, we remain focused on appropriately managing our operating expenses.
In the midst of the challenges in our industry, an important focus for us in Fiscal 2017 has been advancing various initiatives to increase the profitability of the Tommy Bahama business. These initiatives generally focus on increasing gross margin and operating margin through efforts such as: product cost reductions; selective price increases; reducing inventory purchases; redefining our approach to inventory clearance; effectively managing controllable and discretionary operating expenses; taking a more conservative approach to full-price retail store and outlet openings and renewals; and continuing our efforts to reduce Asia-Pacific operating losses. In the
First Half of Fiscal 2017
, we made some initial progress with these initiatives and expect to make additional progress in the second half of the year.
We continue to believe it is important to maintain a strong balance sheet and liquidity. We believe positive cash flow from operations in the future, coupled with the strength of our balance sheet and liquidity, will provide us with sufficient resources to
fund future investments in our owned lifestyle brands. While we believe we have significant opportunities to appropriately deploy our capital and resources in our existing lifestyle brands, we will continue to evaluate opportunities to add additional lifestyle brands to our portfolio if we identify appropriate targets that meet our investment criteria.
Important factors relating to certain risks, many of which are beyond our ability to control or predict, which could impact our business are described in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for Fiscal
2016
.
The following table sets forth our consolidated operating results from continuing operations (in thousands, except per share amounts) for the
First Half of Fiscal 2017
compared to the
First Half of Fiscal 2016
:
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
Net sales
|
$
|
557,072
|
|
$
|
539,231
|
|
Operating income
|
$
|
66,361
|
|
$
|
70,696
|
|
Net earnings from continuing operations
|
$
|
39,886
|
|
$
|
44,052
|
|
Net earnings from continuing operations per diluted share
|
$
|
2.39
|
|
$
|
2.65
|
|
The lower net earnings from continuing operations per diluted share in the
First Half of Fiscal 2017
was primarily due to lower operating income and the higher effective tax rate in the
First Half of Fiscal 2017
. The lower operating income in the
First Half of Fiscal 2017
was due to the lower operating income in Lilly Pulitzer and Lanier Apparel as well as lower operating results in Corporate and Other, which were primarily driven by the unfavorable impact of LIFO accounting. These items were partially offset by increased operating income in Tommy Bahama and Southern Tide, the latter of which was not owned for the full period in the prior year. The higher effective tax rate was primarily due to the unfavorable tax impact of certain stock awards that vested during the
First Half of Fiscal 2017
while the
First Half of Fiscal 2016
was favorably impacted by the utilization of certain foreign operating loss carryforward amounts.
COMPARABLE STORE SALES
We often disclose comparable store sales in order to provide additional information regarding changes in our results of operations between periods. Our disclosures of comparable store sales include net sales from full-price retail stores and e-commerce sites, excluding sales associated with e-commerce flash clearance sales. We believe that the inclusion of both our full-price retail stores and e-commerce sites in our comparable store sales disclosures is a more meaningful way of reporting our comparable store sales results, given similar inventory planning, allocation and return policies, as well as our cross-channel marketing and other initiatives for the direct to consumer channel. For our comparable store sales disclosures, we exclude (1) outlet store sales, warehouse sales and e-commerce flash clearance sales, as those clearance sales are used primarily to liquidate end of season inventory, which may vary significantly depending on the level of end of season inventory on hand and generally occur at lower gross margins than our non-clearance direct to consumer sales, and (2) restaurant sales, as we do not currently believe that the inclusion of restaurant sales in our comparable store sales disclosures is meaningful in assessing our consolidated results of operations. Comparable store sales information reflects net sales, including shipping and handling revenues, if any, associated with product sales.
For purposes of our disclosures, we consider a comparable store to be, in addition to our e-commerce sites, a physical full-price retail store that was owned and open as of the beginning of the prior fiscal year and which did not have during the relevant periods, and is not within the current fiscal year scheduled to have, (1) a remodel resulting in the store being closed for an extended period of time (which we define as a period of two weeks or longer), (2) a greater than 15% change in the size of the retail space due to expansion, reduction or relocation to a new retail space, (3) a relocation to a new space that was significantly different from the prior retail space, or (4) a closing or opening of a Tommy Bahama restaurant adjacent to the full-price retail store. For those stores which are excluded from comparable stores based on the preceding sentence, the stores continue to be excluded from comparable store sales until the criteria for a new store is met subsequent to the remodel, relocation or restaurant closing or opening. A store that is remodeled will generally continue to be included in our comparable store sales metrics as a store is not typically closed for longer than a two week period during a remodel; however, in some cases, a store may be closed for more than two weeks during a remodel. A store that is relocated will generally not be included in our comparable store sales metrics until that store has been open in the relocated space for the entirety of the prior fiscal year because the size or other characteristics of the store typically change significantly from the prior location. Additionally, any stores that were closed during the prior fiscal year or current fiscal year, or which we expect to close or vacate in the current fiscal year, are excluded from the definition of comparable store sales.
Definitions and calculations of comparable store sales differ among retail companies, and therefore comparable store sales metrics disclosed by us may not be comparable to the metrics disclosed by other companies.
RESULTS OF OPERATIONS
SECOND
QUARTER OF FISCAL
2017
COMPARED TO
SECOND
QUARTER OF FISCAL
2016
The following table sets forth the specified line items in our unaudited condensed consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales. The table also sets forth the dollar change and the percentage change of the data as compared to the same period of the prior year. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
284,709
|
|
100.0
|
%
|
$
|
282,996
|
|
100.0
|
%
|
$
|
1,713
|
|
0.6
|
%
|
Cost of goods sold
|
118,740
|
|
41.7
|
%
|
118,201
|
|
41.8
|
%
|
539
|
|
0.5
|
%
|
Gross profit
|
$
|
165,969
|
|
58.3
|
%
|
$
|
164,795
|
|
58.2
|
%
|
$
|
1,174
|
|
0.7
|
%
|
SG&A
|
132,911
|
|
46.7
|
%
|
129,437
|
|
45.7
|
%
|
3,474
|
|
2.7
|
%
|
Royalties and other operating income
|
3,344
|
|
1.2
|
%
|
3,332
|
|
1.2
|
%
|
12
|
|
0.4
|
%
|
Operating income
|
$
|
36,402
|
|
12.8
|
%
|
$
|
38,690
|
|
13.7
|
%
|
$
|
(2,288
|
)
|
(5.9
|
)%
|
Interest expense, net
|
742
|
|
0.3
|
%
|
1,177
|
|
0.4
|
%
|
(435
|
)
|
(37.0
|
)%
|
Earnings from continuing operations before income taxes
|
$
|
35,660
|
|
12.5
|
%
|
$
|
37,513
|
|
13.3
|
%
|
$
|
(1,853
|
)
|
(4.9
|
)%
|
Income taxes
|
12,971
|
|
4.6
|
%
|
13,638
|
|
4.8
|
%
|
(667
|
)
|
(4.9
|
)%
|
Net earnings from continuing operations
|
$
|
22,689
|
|
8.0
|
%
|
$
|
23,875
|
|
8.4
|
%
|
$
|
(1,186
|
)
|
(5.0
|
)%
|
Earnings from discontinued operations, net of taxes
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
Net earnings
|
$
|
22,689
|
|
8.0
|
%
|
$
|
23,875
|
|
NM
|
|
$
|
(1,186
|
)
|
(5.0
|
)%
|
The discussion and tables below compare certain line items included in our statements of operations for the
Second Quarter of Fiscal 2017
to the
Second Quarter of Fiscal 2016
. Each dollar and percentage change provided reflects the change between these periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses or other information in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group.
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Tommy Bahama
|
$
|
187,580
|
|
$
|
184,111
|
|
$
|
3,469
|
|
1.9
|
%
|
Lilly Pulitzer
|
69,458
|
|
69,724
|
|
(266
|
)
|
(0.4
|
)%
|
Lanier Apparel
|
17,848
|
|
19,541
|
|
(1,693
|
)
|
(8.7
|
)%
|
Southern Tide
|
9,395
|
|
9,155
|
|
240
|
|
2.6
|
%
|
Corporate and Other
|
428
|
|
465
|
|
(37
|
)
|
NM
|
|
Total net sales
|
$
|
284,709
|
|
$
|
282,996
|
|
$
|
1,713
|
|
0.6
|
%
|
Consolidated net sales increased
$1.7 million
, or
0.6%
, in the
Second Quarter of Fiscal 2017
compared to the
Second Quarter of Fiscal 2016
. The increase in consolidated net sales was primarily driven by (1) an incremental net sales increase of $5.0 million associated with the operation of non-comp full-price retail stores, (2) a $1.7 million, or 1%, increase in comparable store sales to $141.5 million in the
Second Quarter of Fiscal 2017
from $139.7 million in the
Second Quarter of Fiscal 2016
and (3) a $1.6 million increase in restaurant sales in Tommy Bahama. These increases were partially offset by (1) a $3.8 million decrease in net sales through our off-price direct to consumer clearance channels, which includes our e-commerce flash
clearance sales and outlets, and (2) a $2.8 million decrease in wholesale sales, primarily consisting of declines in our Lanier Apparel and Lilly Pulitzer operating groups.
We believe that certain macroeconomic factors, including lower retail store traffic and the evolving impact of digital technology on consumer shopping habits, continue to impact the sales in each of our direct to consumer and wholesale businesses. The changes in net sales by operating group are discussed below.
The following table presents the proportion of our consolidated net sales by distribution channel for each period presented:
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
Full-price retail stores and outlets
|
45
|
%
|
45
|
%
|
E-commerce
|
19
|
%
|
19
|
%
|
Restaurant
|
7
|
%
|
7
|
%
|
Wholesale
|
29
|
%
|
29
|
%
|
Total
|
100
|
%
|
100
|
%
|
Tommy Bahama:
The Tommy Bahama net sales increase of
$3.5 million
, or
1.9%
, was primarily driven by (1) a $4.1 million, or 4%, increase in comparable store sales to $103.8 million in the
Second Quarter of Fiscal 2017
from $99.7 million in the
Second Quarter of Fiscal 2016
, (2) a $1.6 million increase in restaurant sales reflecting increased sales at existing restaurants as well as sales from a new Marlin Bar location, (3) an incremental net sales increase of $1.3 million associated with the operation of non-comp full-price retail stores and (4) a $0.2 million increase in wholesale sales reflecting higher off-price wholesale sales, as Tommy Bahama sold some excess prior season inventory, partially offset by lower full-price wholesale sales, as Tommy Bahama continues to manage its exposure to department stores. These increases were partially offset by $3.7 million of lower sales in our off-price direct to consumer clearance channel, primarily resulting from the absence of any e-commerce flash clearance sales in the
Second Quarter of Fiscal 2017
. Tommy Bahama's direct to consumer sales benefited from increased sales from Tommy Bahama's loyalty award card and Flip Side events held in the second quarter of each year and initial markdowns on select items at the end of the selling season in our retail stores and on our e-commerce website in the
Second Quarter of Fiscal 2017
, which was new in Fiscal 2017.
As of
July 29, 2017
, we operated 167 Tommy Bahama stores globally, consisting of 111 full-price retail stores, 17 restaurant-retail locations and 39 outlet stores. As of
July 30, 2016
, we operated 168 Tommy Bahama stores consisting of 111 full-price retail stores, 16 restaurant-retail locations and 41 outlet stores.
The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
Full-price retail stores and outlets
|
52
|
%
|
53
|
%
|
E-commerce
|
19
|
%
|
19
|
%
|
Restaurant
|
11
|
%
|
10
|
%
|
Wholesale
|
18
|
%
|
18
|
%
|
Total
|
100
|
%
|
100
|
%
|
Lilly Pulitzer:
The Lilly Pulitzer net sales decrease of
$0.3 million
, or
0.4%
, was primarily a result of (1) a $2.4 million, or 6%, decrease in comparable store sales to $37.7 million in the
Second Quarter of Fiscal 2017
compared to $40.1 million in the
Second Quarter of Fiscal 2016
, with negative retail comparable store sales offsetting positive e-commerce comparable store sales and (2) a $1.4 million decrease in wholesale sales. These sales decreases were partially offset by an incremental net sales increase of $3.5 million associated with the operation of additional full-price retail stores. The decrease in comparable store sales
reflects reduced retail store traffic. The lower wholesale sales were primarily a result of lower sales to department stores as Lilly Pulitzer continues to manage its exposure to this channel of distribution.
As of
July 29, 2017
, we operated 50 Lilly Pulitzer retail stores, compared to 37 retail stores as of
July 30, 2016
. During the
First Half of Fiscal 2017
, we added 10 new Lilly Pulitzer store locations, which consisted of five new Lilly Pulitzer stores that were opened and five Lilly Pulitzer Signature Stores we acquired in July 2017. Also, in the Third Quarter of Fiscal 2017, we acquired an additional seven of our Lilly Pulitzer Signature Stores. The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
Full-price retail stores
|
42
|
%
|
41
|
%
|
E-commerce
|
26
|
%
|
25
|
%
|
Wholesale
|
32
|
%
|
34
|
%
|
Total
|
100
|
%
|
100
|
%
|
Lanier Apparel:
The decrease in net sales for Lanier Apparel of
$1.7 million
, or
8.7%
, reflects lower sales in both the branded and private label businesses. The sales decreases reflect lower sales in certain replenishment and seasonal programs including reductions in volume and the exit from various programs. These reductions in sales in certain programs were partially offset by higher sales in other programs.
Southern Tide:
The increase in net sales of
$0.2 million
, or
2.6%
, for Southern Tide in the
Second Quarter of Fiscal 2017
was due to increases in both wholesale and e-commerce sales. The following table presents the proportion of net sales by distribution channel for Southern Tide for each period presented:
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
E-commerce
|
23
|
%
|
22
|
%
|
Wholesale
|
77
|
%
|
78
|
%
|
Total
|
100
|
%
|
100
|
%
|
Corporate and Other:
Corporate and Other net sales primarily consist of the net sales of our Lyons, Georgia distribution center to third party warehouse customers as well as the impact of the elimination of any intercompany sales between our operating groups.
Gross Profit
The table below presents gross profit by operating group and in total for the
Second Quarter of Fiscal 2017
and the
Second Quarter of Fiscal 2016
, as well as the change between those two periods. Our gross profit and gross margin, which is calculated as gross profit divided by net sales, may not be directly comparable to those of our competitors, as the statement of operations classification of certain expenses may vary by company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Tommy Bahama
|
$
|
109,992
|
|
$
|
108,192
|
|
$
|
1,800
|
|
1.7
|
%
|
Lilly Pulitzer
|
46,629
|
|
46,463
|
|
166
|
|
0.4
|
%
|
Lanier Apparel
|
6,150
|
|
5,099
|
|
1,051
|
|
20.6
|
%
|
Southern Tide
|
4,468
|
|
3,771
|
|
697
|
|
18.5
|
%
|
Corporate and Other
|
(1,270
|
)
|
1,270
|
|
(2,540
|
)
|
NM
|
|
Total gross profit
|
$
|
165,969
|
|
$
|
164,795
|
|
$
|
1,174
|
|
0.7
|
%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
1,565
|
|
$
|
(959
|
)
|
|
|
|
|
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
976
|
|
|
|
The increase in consolidated gross profit was primarily due to higher net sales, as discussed above. Changes in gross margin by operating group are discussed below. The table below presents gross margin by operating group and in total for the
Second Quarter of Fiscal 2017
and the
Second Quarter of Fiscal 2016
.
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
Tommy Bahama
|
58.6
|
%
|
58.8
|
%
|
Lilly Pulitzer
|
67.1
|
%
|
66.6
|
%
|
Lanier Apparel
|
34.5
|
%
|
26.1
|
%
|
Southern Tide
|
47.6
|
%
|
41.2
|
%
|
Corporate and Other
|
NM
|
|
NM
|
|
Consolidated gross margin
|
58.3
|
%
|
58.2
|
%
|
On a consolidated basis, gross margin was comparable in the
Second Quarter of Fiscal 2017
and the
Second Quarter of Fiscal 2016
. The comparable gross margin reflects (1) a change in sales mix with Tommy Bahama representing a greater proportion of sales and Lanier Apparel representing a lower proportion of sales, (2) the improved gross margin in Lanier Apparel and (3) the
Second Quarter of Fiscal 2016
including
$1.0 million
of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition of Southern Tide. These favorable items were partially offset by the net unfavorable impact of LIFO accounting in the
Second Quarter of Fiscal 2017
.
Tommy Bahama:
The slight decrease in gross margin for Tommy Bahama in the
Second Quarter of Fiscal 2017
primarily resulted from lower wholesale gross margins as Tommy Bahama sold substantially all of the aged inventory, which was marked down to estimated net realizable value during the Fourth Quarter of Fiscal 2016, resulting in a nominal amount of gross profit. Additionally, the full-price direct to consumer business gross margin decreased due to (1) a greater proportion of our Tommy Bahama sales in our stores and on our e-commerce website in the
Second Quarter of Fiscal 2017
relating to our marketing events, which typically have lower gross margins than sales during non-promotional periods and (2) the impact of taking initial markdowns in the
Second Quarter of Fiscal 2017
on select items at the end of the selling season in our retail stores and on our e-commerce website. These items were partially offset by the favorable impact of a change in sales mix with the direct to consumer business representing a greater proportion of sales in the
Second Quarter of Fiscal 2017
and the impact of improved gross margins in our off-price direct to consumer business.
Lilly Pulitzer:
The increase in gross margin for Lilly Pulitzer was primarily driven by a change in sales mix with full-price direct to consumer sales representing a greater proportion of Lilly Pulitzer sales.
Lanier Apparel:
The increase in gross margin for Lanier Apparel for the
Second Quarter of Fiscal 2017
primarily resulted from the favorable impact of certain customer allowance amounts related to replenishment programs and inventory markdowns
compared to the
Second Quarter of Fiscal 2016
as well as a change in sales mix as branded sales represented a greater proportion of Lanier Apparel sales in the
Second Quarter of Fiscal 2017
. Due to the favorable impact of the customer allowance amounts in the
Second Quarter of Fiscal 2017
, we do not consider the gross margin for Lanier Apparel for the
Second Quarter of Fiscal 2017
to be indicative of the ongoing gross margin anticipated for future periods for Lanier Apparel.
Southern Tide:
The increase in gross margin for Southern Tide in the
Second Quarter of Fiscal 2017
was primarily due to the
Second Quarter of Fiscal 2016
including
$1.0 million
of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition with no such amounts recognized in the
Second Quarter of Fiscal 2017
. This was partially offset by the impact of the
Second Quarter of Fiscal 2017
including a greater proportion of off-price wholesale sales as Southern Tide sold certain prior season inventory to reduce on-hand inventory levels.
Corporate and Other:
The gross profit in Corporate and Other in each period primarily reflects (1) the gross profit of our Lyons, Georgia distribution center operations, (2) the impact of LIFO accounting adjustments and (3) the impact of certain consolidating adjustments, including the elimination of intercompany sales between our operating groups. The primary driver for the lower gross profit was the unfavorable impact of a
$1.6 million
LIFO accounting charge in the
Second Quarter of Fiscal 2017
compared to a
$1.0 million
LIFO accounting credit in the
Second Quarter of Fiscal 2016
. The LIFO accounting charge in Corporate and Other in the
Second Quarter of Fiscal 2017
primarily reflects the sale of inventory that had been marked down to the estimated net realizable value in prior periods in an operating group, but generally reversed in Corporate and Other as part of LIFO accounting. The LIFO accounting credit in Corporate and Other in the
Second Quarter of Fiscal 2016
primarily reflects the reversal of inventory markdowns to net realizable value recognized in the operating groups during that quarter.
SG&A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
SG&A
|
$
|
132,911
|
|
$
|
129,437
|
|
$
|
3,474
|
|
2.7
|
%
|
SG&A as % of net sales
|
46.7
|
%
|
45.7
|
%
|
|
|
|
|
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
373
|
|
$
|
379
|
|
|
|
Amortization of intangible assets included in Southern Tide
|
$
|
72
|
|
$
|
159
|
|
|
|
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
The increase in SG&A was primarily due to (1) $2.2 million of incremental costs in the
Second Quarter of Fiscal 2017
associated with additional retail stores, (2) a $1.2 million increase in incentive compensation, reflecting higher incentive compensation amounts in Tommy Bahama and Corporate and Other, which was partially offset by lower incentive compensation amounts in Lilly Pulitzer and (3) other infrastructure and employment cost increases related to expanding certain of our business operations. These increases were partially offset by the
Second Quarter of Fiscal 2016
including
$0.5 million
of distribution center integration charges associated with our acquisition of Southern Tide, with no such charges in the
Second Quarter of Fiscal 2017
.
Royalties and other operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Royalties and other operating income
|
$
|
3,344
|
|
$
|
3,332
|
|
$
|
12
|
|
0.4
|
%
|
Royalties and other operating income in the
Second Quarter of Fiscal 2017
primarily reflects income received from third parties from the licensing of our Tommy Bahama, Lilly Pulitzer and Southern Tide brands.
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Tommy Bahama
|
$
|
21,916
|
|
$
|
20,578
|
|
$
|
1,338
|
|
6.5
|
%
|
Lilly Pulitzer
|
20,982
|
|
22,640
|
|
(1,658
|
)
|
(7.3
|
)%
|
Lanier Apparel
|
195
|
|
78
|
|
117
|
|
150.0
|
%
|
Southern Tide
|
645
|
|
(1
|
)
|
646
|
|
NM
|
|
Corporate and Other
|
(7,336
|
)
|
(4,605
|
)
|
(2,731
|
)
|
(59.3
|
)%
|
Total operating income
|
$
|
36,402
|
|
$
|
38,690
|
|
$
|
(2,288
|
)
|
(5.9
|
)%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
1,565
|
|
$
|
(959
|
)
|
|
|
|
|
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
976
|
|
|
|
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
373
|
|
$
|
379
|
|
|
|
Amortization of intangible assets included in Southern Tide
|
$
|
72
|
|
$
|
159
|
|
|
|
|
|
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
The decrease in operating income in the
Second Quarter of Fiscal 2017
was primarily due to a more significant operating loss in Corporate and Other, which was primarily due to the impact of LIFO accounting, and the lower operating income in Lilly Pulitzer. These items were partially offset by increased operating income in Tommy Bahama, Southern Tide and Lanier Apparel. Changes in operating income (loss) by operating group are discussed below.
Tommy Bahama:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
187,580
|
|
$
|
184,111
|
|
$
|
3,469
|
|
1.9
|
%
|
Gross margin
|
58.6
|
%
|
58.8
|
%
|
|
|
|
|
Operating income
|
$
|
21,916
|
|
$
|
20,578
|
|
$
|
1,338
|
|
6.5
|
%
|
Operating income as % of net sales
|
11.7
|
%
|
11.2
|
%
|
|
|
|
|
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
373
|
|
$
|
379
|
|
|
|
The higher operating income for Tommy Bahama was primarily due to increased sales, as discussed above, partially offset by higher SG&A. The higher SG&A for the
Second Quarter of Fiscal 2017
includes (1) a $2.6 million increase in incentive compensation amounts and (2) $1.0 million of incremental SG&A associated with operating non-comp retail stores. These cost increases were partially offset by cost reductions in corporate, retail store and wholesale operations as Tommy Bahama has focused on reducing certain employment and other operating costs.
Lilly Pulitzer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
69,458
|
|
$
|
69,724
|
|
$
|
(266
|
)
|
(0.4
|
)%
|
Gross margin
|
67.1
|
%
|
66.6
|
%
|
|
|
|
|
Operating income
|
$
|
20,982
|
|
$
|
22,640
|
|
$
|
(1,658
|
)
|
(7.3
|
)%
|
Operating income as % of net sales
|
30.2
|
%
|
32.5
|
%
|
|
|
|
|
The lower operating income in Lilly Pulitzer was primarily due to increased SG&A, partially offset by higher gross margin. The higher SG&A for the
Second Quarter of Fiscal 2017
includes $1.2 million of incremental SG&A associated with the cost of operating additional retail stores and SG&A increases to support the planned growth of the business, including additional employee headcount, which were partially offset by lower incentive compensation amounts in the
Second Quarter of Fiscal 2017
.
Lanier Apparel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
17,848
|
|
$
|
19,541
|
|
$
|
(1,693
|
)
|
(8.7
|
)%
|
Gross margin
|
34.5
|
%
|
26.1
|
%
|
|
|
|
|
Operating income
|
$
|
195
|
|
$
|
78
|
|
$
|
117
|
|
150.0
|
%
|
Operating income as % of net sales
|
1.1
|
%
|
0.4
|
%
|
|
|
|
|
The higher operating income for Lanier Apparel was primarily due to the improved gross margin and was partially offset by lower sales and higher SG&A. The SG&A increase primarily resulted from certain incremental infrastructure costs associated with our Strong Suit and Duck Head businesses, which we acquired in Fiscal 2016.
Southern Tide:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
9,395
|
|
$
|
9,155
|
|
$
|
240
|
|
2.6
|
%
|
Gross margin
|
47.6
|
%
|
41.2
|
%
|
|
|
|
|
Operating income
|
$
|
645
|
|
$
|
(1
|
)
|
$
|
646
|
|
NM
|
|
Operating income as % of net sales
|
6.9
|
%
|
—
|
%
|
|
|
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
976
|
|
|
|
Amortization of intangible assets included in Southern Tide
|
$
|
72
|
|
$
|
159
|
|
|
|
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
The increase in operating income for Southern Tide in the
Second Quarter of Fiscal 2017
was primarily due to the
Second Quarter of Fiscal 2016
including
$1.0 million
of incremental cost of goods sold associated with the step-up of inventory and
$0.5 million
of distribution center integration charges associated with our acquisition of Southern Tide, with no such charges in the
Second Quarter of Fiscal 2017
. These items were partially offset by the impact of increased SG&A to support planned growth for the business, including advertising expense, as well as increased bad debt expense.
Corporate and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
428
|
|
$
|
465
|
|
$
|
(37
|
)
|
NM
|
|
Operating loss
|
$
|
(7,336
|
)
|
$
|
(4,605
|
)
|
$
|
(2,731
|
)
|
(59.3
|
)%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
1,565
|
|
$
|
(959
|
)
|
|
|
|
|
The lower operating results in Corporate and Other in the
Second Quarter of Fiscal 2017
were primarily due to the net unfavorable impact of LIFO accounting and higher incentive compensation expense amounts.
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Interest expense, net
|
$
|
742
|
|
$
|
1,177
|
|
$
|
(435
|
)
|
(37.0
|
)%
|
Interest expense for the
Second Quarter of Fiscal 2017
decreased from the prior year primarily due to (1) the
Second Quarter of Fiscal 2016
including the write off of $0.3 million of deferred financing costs associated with our amendment and restatement of our revolving credit agreement and (2) lower average debt outstanding in the
Second Quarter of Fiscal 2017
compared to the
Second Quarter of Fiscal 2016
. These items were partially offset by higher interest rates in the
Second Quarter of Fiscal 2017
.
Income taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
$ Change
|
% Change
|
Income taxes
|
$
|
12,971
|
|
$
|
13,638
|
|
$
|
(667
|
)
|
(4.9
|
)%
|
Effective tax rate
|
36.4
|
%
|
36.4
|
%
|
|
|
|
|
The effective tax rates for both the
Second Quarter of Fiscal 2017
and the
Second Quarter of Fiscal 2016
were impacted by certain favorable items. The primary item benefiting the
Second Quarter of Fiscal 2017
was the favorable impact of our foreign jurisdiction earnings, which have lower tax rates than domestic earnings, including the proportion of domestic versus foreign earnings or losses during the period. The effective tax rate for the
Second Quarter of Fiscal 2016
benefited from the impact of our foreign jurisdiction earnings and the utilization of certain foreign operating loss carryforward amounts. The effective tax rate for the
Second Quarter of Fiscal 2017
is not indicative of the expected effective tax rate for the full year of Fiscal 2017 due to the impact on the full year tax expense of the vesting of certain restricted stock awards in the First Quarter of Fiscal 2017, other discrete items and the differences in the proportion of income and losses by jurisdictions between the
Second Quarter of Fiscal 2017
and the amounts anticipated for the full year of Fiscal 2017.
Net earnings from continuing operations
|
|
|
|
|
|
|
|
|
Second Quarter Fiscal 2017
|
Second Quarter Fiscal 2016
|
Net earnings from continuing operations
|
$
|
22,689
|
|
$
|
23,875
|
|
Net earnings from continuing operations per diluted share
|
$
|
1.36
|
|
$
|
1.44
|
|
Weighted average shares outstanding - diluted
|
16,700
|
|
16,623
|
|
The lower net earnings from continuing operations per diluted share in the
Second Quarter of Fiscal 2017
was primarily due to the lower operating income in the
Second Quarter of Fiscal 2017
, as discussed above.
FIRST
HALF
OF FISCAL
2017
COMPARED TO
FIRST
HALF
OF FISCAL
2016
The following table sets forth the specified line items in our unaudited condensed consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales. The table also sets forth the dollar change and the percentage change of the data as compared to the same period of the prior year. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
557,072
|
|
100.0
|
%
|
$
|
539,231
|
|
100.0
|
%
|
$
|
17,841
|
|
3.3
|
%
|
Cost of goods sold
|
231,693
|
|
41.6
|
%
|
222,971
|
|
41.3
|
%
|
8,722
|
|
3.9
|
%
|
Gross profit
|
$
|
325,379
|
|
58.4
|
%
|
$
|
316,260
|
|
58.7
|
%
|
$
|
9,119
|
|
2.9
|
%
|
SG&A
|
266,102
|
|
47.8
|
%
|
252,936
|
|
46.9
|
%
|
13,166
|
|
5.2
|
%
|
Royalties and other operating income
|
7,084
|
|
1.3
|
%
|
7,372
|
|
1.4
|
%
|
(288
|
)
|
(3.9
|
)%
|
Operating income
|
$
|
66,361
|
|
11.9
|
%
|
$
|
70,696
|
|
13.1
|
%
|
$
|
(4,335
|
)
|
(6.1
|
)%
|
Interest expense, net
|
1,672
|
|
0.3
|
%
|
1,791
|
|
0.3
|
%
|
(119
|
)
|
(6.6
|
)%
|
Earnings from continuing operations before income taxes
|
$
|
64,689
|
|
11.6
|
%
|
$
|
68,905
|
|
12.8
|
%
|
$
|
(4,216
|
)
|
(6.1
|
)%
|
Income taxes
|
24,803
|
|
4.5
|
%
|
24,853
|
|
4.6
|
%
|
(50
|
)
|
(0.2
|
)%
|
Net earnings from continuing operations
|
$
|
39,886
|
|
7.2
|
%
|
$
|
44,052
|
|
8.2
|
%
|
$
|
(4,166
|
)
|
(9.5
|
)%
|
Earnings from discontinued operations, net of taxes
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
Net earnings
|
$
|
39,886
|
|
7.2
|
%
|
$
|
44,052
|
|
NM
|
|
$
|
(4,166
|
)
|
(9.5
|
)%
|
The discussion and tables below compare certain line items included in our statements of operations for the
First Half of Fiscal 2017
to the
First Half of Fiscal 2016
. Each dollar and percentage change provided reflects the change between these periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company. Unless otherwise indicated, all references to assets, liabilities, revenues, expenses or other information in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Ben Sherman operating group.
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Tommy Bahama
|
$
|
360,076
|
|
$
|
346,830
|
|
$
|
13,246
|
|
3.8
|
%
|
Lilly Pulitzer
|
132,801
|
|
134,458
|
|
(1,657
|
)
|
(1.2
|
)%
|
Lanier Apparel
|
41,204
|
|
46,152
|
|
(4,948
|
)
|
(10.7
|
)%
|
Southern Tide
|
22,037
|
|
10,580
|
|
11,457
|
|
108.3
|
%
|
Corporate and Other
|
954
|
|
1,211
|
|
(257
|
)
|
NM
|
|
Total net sales
|
$
|
557,072
|
|
$
|
539,231
|
|
$
|
17,841
|
|
3.3
|
%
|
Consolidated net sales increased
$17.8 million
, or
3.3%
, in the
First Half of Fiscal 2017
compared to the
First Half of Fiscal 2016
. The increase in consolidated net sales was primarily driven by (1) an incremental net sales increase of $11.9 million associated with the operation of non-comp full-price retail stores and the Southern Tide e-commerce operations, which we acquired in April 2016, (2) a $3.7 million increase in restaurant sales in Tommy Bahama, (3) a $3.4 million, or 1%, increase in comparable store sales to $246.3 million in the
First Half of Fiscal 2017
from $242.8 million in the
First Half of Fiscal 2016
and (4) a net $2.7 million aggregate increase in wholesale sales, consisting of higher sales in Southern Tide, which we acquired in April 2016, and Tommy Bahama, partially offset by declines in our Lilly Pulitzer and Lanier Apparel businesses. These increases were partially offset by a $3.9 million decrease in net sales through our off-price direct to consumer clearance channels.
We believe that certain macroeconomic factors, including lower retail store traffic and the evolving impact of digital technology on consumer shopping habits, continue to impact the sales in each of our direct to consumer and wholesale businesses. The changes in net sales by operating group are discussed below.
The following table presents the proportion of our consolidated net sales by distribution channel for each period presented:
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
Full-price retail stores and outlets
|
41
|
%
|
42
|
%
|
E-commerce
|
17
|
%
|
16
|
%
|
Restaurant
|
8
|
%
|
7
|
%
|
Wholesale
|
34
|
%
|
35
|
%
|
Total
|
100
|
%
|
100
|
%
|
Tommy Bahama:
The Tommy Bahama net sales increase of
$13.2 million
, or
3.8%
, was primarily driven by (1) a $7.9 million, or 5%, increase in comparable store sales to $178.8 million in the
First Half of Fiscal 2017
from $170.9 million in the
First Half of Fiscal 2016
, (2) a $3.7 million increase in restaurant sales reflecting increased sales at existing restaurants as well as sales from a new Marlin Bar location, (3) an incremental net sales increase of $3.5 million associated with the operation of non-comp full-price retail stores and (4) a $2.0 million increase in wholesale sales reflecting higher off-price sales, as Tommy Bahama sold some excess prior season inventory, and lower full-price wholesale sales, as Tommy Bahama continues to manage its exposure to department stores. These increases were partially offset by $3.9 million of lower sales in our off-price direct to consumer clearance channel, primarily resulting from the absence of any e-commerce flash clearance sales in the
Second Quarter of Fiscal 2017
. Tommy Bahama's direct to consumer sales benefited from (1) a 132 page Spring 2017 catalog, which presented the wide breadth of Tommy Bahama products in one place, (2) increased sales from its semiannual Friends & Family event held during the first quarter of each year, (3) increased sales from Tommy Bahama's loyalty award card and Flip Side events held in the second quarter of each year and (4) Tommy Bahama taking initial markdowns on select items at the end of the selling season in our retail stores and on our e-commerce website in the
Second Quarter of Fiscal 2017
, which was new in Fiscal 2017.
As of
July 29, 2017
, we operated 167 Tommy Bahama stores globally, consisting of 111 full-price retail stores, 17 restaurant-retail locations and 39 outlet stores. As of
July 30, 2016
, we operated 168 Tommy Bahama stores consisting of 111 full-price retail stores, 16 restaurant-retail locations and 41 outlet stores. The following table presents the proportion of net sales by distribution channel for Tommy Bahama for each period presented:
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
Full-price retail stores and outlets
|
49
|
%
|
50
|
%
|
E-commerce
|
16
|
%
|
15
|
%
|
Restaurant
|
12
|
%
|
12
|
%
|
Wholesale
|
23
|
%
|
23
|
%
|
Total
|
100
|
%
|
100
|
%
|
Lilly Pulitzer:
The Lilly Pulitzer net sales decrease of
$1.7 million
, or
1.2%
, was primarily a result of (1) a $4.5 million, or 6%, decrease in comparable store sales to $67.5 million in the
First Half of Fiscal 2017
compared to $72.0 million in the
First Half of Fiscal 2016
, with negative retail comparable store sales offsetting positive e-commerce comparable store sales and (2) a $4.1 million decrease in wholesale sales resulting from lower wholesale sales. These sales decreases were partially offset by an incremental net sales increase of $7.0 million associated with the operation of additional full-price retail stores. The decrease in comparable store sales reflects reduced retail store traffic. The lower wholesale sales were primarily a result of lower sales to department stores as Lilly Pulitzer continues to manage its exposure to department stores.
As of
July 29, 2017
, we operated 50 Lilly Pulitzer retail stores, compared to 37 retail stores as of
July 30, 2016
. During the
First Half of Fiscal 2017
, we added 10 new Lilly Pulitzer store locations, which consisted of five new Lilly Pulitzer stores that were opened and five Lilly Pulitzer Signature Stores we acquired in July 2017. Also, in the Third Quarter of Fiscal 2017, we acquired an additional seven of our Lilly Pulitzer Signature Stores.
The following table presents the proportion of net sales by distribution channel for Lilly Pulitzer for each period presented:
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
Full-price retail stores
|
40
|
%
|
38
|
%
|
E-commerce
|
23
|
%
|
22
|
%
|
Wholesale
|
37
|
%
|
40
|
%
|
Total
|
100
|
%
|
100
|
%
|
Lanier Apparel:
The decrease in net sales for Lanier Apparel of
$4.9 million
, or
10.7%
, was due to lower sales in our branded and private label businesses. The sales decrease resulted from lower sales in certain replenishment and seasonal programs including reductions in volume and the exit from various programs. These reductions in sales in certain programs were partially offset by higher sales in other programs. We anticipate that the full year Fiscal 2017 sales will modestly exceed the full year Fiscal 2016 sales of $101 million as our Lanier Apparel sales are expected to be more heavily weighted towards the third quarter during Fiscal 2017 compared to Fiscal 2016.
Southern Tide:
The increase in net sales of
$11.5 million
, or
108.3%
, for Southern Tide in the
First Half of Fiscal 2017
was primarily due to the
First Half of Fiscal 2017
including a full six months of operations, while the
First Half of Fiscal 2016
only included the operations from the date of our acquisition on April 19, 2016 through July 30, 2016. We estimate that Southern Tide's net sales for Fiscal 2017 will be in excess of $40 million, with approximately 80% of the sales consisting of wholesale sales and the remainder consisting of e-commerce sales on the Southern Tide website. The following table presents the proportion of net sales by distribution channel for Southern Tide for each period presented:
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
E-commerce
|
17
|
%
|
21
|
%
|
Wholesale
|
83
|
%
|
79
|
%
|
Total
|
100
|
%
|
100
|
%
|
Corporate and Other:
Corporate and Other net sales primarily consist of the net sales of our Lyons, Georgia distribution center to third party warehouse customers as well as the impact of the elimination of any intercompany sales between our operating groups.
Gross Profit
The table below presents gross profit by operating group and in total for the
First Half of Fiscal 2017
and the
First Half of Fiscal 2016
, as well as the change between those two periods. Our gross profit and gross margin, which is calculated as gross profit divided by net sales, may not be directly comparable to those of our competitors as the statement of operations classification of certain expenses may vary by company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Tommy Bahama
|
$
|
215,149
|
|
$
|
206,984
|
|
$
|
8,165
|
|
3.9
|
%
|
Lilly Pulitzer
|
88,766
|
|
89,139
|
|
(373
|
)
|
(0.4
|
)%
|
Lanier Apparel
|
13,163
|
|
13,689
|
|
(526
|
)
|
(3.8
|
)%
|
Southern Tide
|
10,965
|
|
4,340
|
|
6,625
|
|
152.6
|
%
|
Corporate and Other
|
(2,664
|
)
|
2,108
|
|
(4,772
|
)
|
NM
|
|
Total gross profit
|
$
|
325,379
|
|
$
|
316,260
|
|
$
|
9,119
|
|
2.9
|
%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
3,272
|
|
$
|
(1,253
|
)
|
|
|
|
|
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
1,129
|
|
|
|
The increase in consolidated gross profit was primarily due to higher net sales, as discussed above, partially offset by the net unfavorable impact of LIFO accounting. Changes in gross margin by operating group are discussed below. The table below presents gross margin by operating group and in total for the
First Half of Fiscal 2017
and the
First Half of Fiscal 2016
.
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
Tommy Bahama
|
59.8
|
%
|
59.7
|
%
|
Lilly Pulitzer
|
66.8
|
%
|
66.3
|
%
|
Lanier Apparel
|
31.9
|
%
|
29.7
|
%
|
Southern Tide
|
49.8
|
%
|
41.0
|
%
|
Corporate and Other
|
NM
|
|
NM
|
|
Consolidated gross margin
|
58.4
|
%
|
58.7
|
%
|
On a consolidated basis, gross margin decreased in the
First Half of Fiscal 2017
, primarily as a result of the net impact of unfavorable LIFO accounting of $4.5 million between the
First Half of Fiscal 2017
and the
First Half of Fiscal 2016
, which was partially offset by improved gross margins in Tommy Bahama, Lilly Pulitzer and Lanier Apparel and the
First Half of Fiscal 2016
including
$1.1 million
incremental cost of goods sold associated with the step-up of inventory recognized at acquisition in Southern Tide.
Tommy Bahama:
The improved gross margin for Tommy Bahama in the
First Half of Fiscal 2017
primarily resulted from a change in sales mix with full-price direct to consumer sales representing a greater proportion of sales as off-price direct to consumer sales decreased. This was partially offset by the gross margin impact of Tommy Bahama selling substantially all of the aged inventory which was marked down to estimated net realizable value during the Fourth Quarter of Fiscal 2016 resulting in a nominal amount of gross profit. Additionally, the full-price direct to consumer business gross margin decreased due to (1) a greater proportion of our Tommy Bahama sales in our stores and on our e-commerce website in the
First Half of Fiscal 2017
relating to our marketing events, which typically have lower gross margins than sales during non-promotional periods and (2) the impact of taking initial markdowns in the
First Half of Fiscal 2017
on select items at the end of the selling season in our retail stores and on our e-commerce website .
Lilly Pulitzer:
The increase in gross margin for Lilly Pulitzer was primarily driven by a change in sales mix, with full-price direct to consumer sales representing a greater proportion of Lilly Pulitzer sales in the
First Half of Fiscal 2017
.
Lanier Apparel:
The increase in gross margin for Lanier Apparel for the
First Half of Fiscal 2017
primarily resulted from the favorable impact of certain customer allowance amounts related to replenishment programs and inventory markdowns compared to the
First Half of Fiscal 2016
as well as a change in sales mix as branded sales represented a greater proportion of Lanier Apparel sales in the
First Half of Fiscal 2017
. Due to the favorable impact of the customer allowance amounts in the
First Half of Fiscal 2017
, we do not consider the gross margin for Lanier Apparel for the
First Half of Fiscal 2017
to be indicative of ongoing gross margin anticipated for future periods, but instead expect longer term gross margins for Lanier Apparel to be more in line with the gross margin in the
First Half of Fiscal 2016
.
Southern Tide:
The increase in gross margin for Southern Tide in the
First Half of Fiscal 2017
was primarily due to the gross profit of Southern Tide for the
First Half of Fiscal 2016
including
$1.1 million
of incremental cost of goods sold associated with the step-up of inventory recognized at acquisition. All amounts related to the step-up of inventory were recognized during Fiscal 2016. This increase in gross margin was partially offset by a change in sales mix with wholesale sales representing a greater proportion of Southern Tide sales, primarily due to seasonality as the prior year did not include a full six months of operations and therefore included a greater proportion of e-commerce sales.
Corporate and Other:
The gross profit in Corporate and Other in each period primarily reflects (1) the gross profit of our Lyons, Georgia distribution center operations, (2) the impact of LIFO accounting adjustments and (3) the impact of certain consolidating adjustments, including the elimination of intercompany sales between our operating groups. The primary driver for the lower gross profit was the unfavorable impact of a
$3.3 million
LIFO accounting charge in the
First Half of Fiscal 2017
compared to a
$1.3 million
LIFO accounting credit in the
First Half of Fiscal 2016
. The LIFO accounting charge in Corporate and Other in the
First Half of Fiscal 2017
primarily reflects the sale of inventory that had been marked down to net realizable value in prior periods in an operating group, but generally reversed in Corporate and Other as part of LIFO accounting. The LIFO accounting credit in Corporate and Other in the
First Half of Fiscal 2016
primarily reflects the reversal of inventory markdowns to net realizable value recognized in the operating groups during that period.
SG&A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
SG&A
|
$
|
266,102
|
|
$
|
252,936
|
|
$
|
13,166
|
|
5.2
|
%
|
SG&A as % of net sales
|
47.8
|
%
|
46.9
|
%
|
|
|
|
|
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
743
|
|
$
|
749
|
|
|
|
Amortization of intangible assets included in Southern Tide
|
$
|
144
|
|
$
|
209
|
|
|
|
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
—
|
|
$
|
762
|
|
|
|
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
The increase in SG&A was primarily due to (1) $5.2 million of incremental costs in the
First Half of Fiscal 2016
associated with additional retail stores, (2) $3.9 million of incremental SG&A in the First Quarter of Fiscal 2017 associated with the Southern Tide business, which was acquired in April 2016, (3) a $3.4 million increase in incentive compensation, reflecting higher incentive compensation amounts in Tommy Bahama and Corporate and Other, partially offset by lower amounts in Lilly Pulitzer, (4) a $1.7 million increase in brand advertising in Tommy Bahama, including the cost of the 132 page Spring 2017 catalog, and (5) other infrastructure and employment cost increases related to expanding certain of our business operations. These increases in SG&A were partially offset by the
First Half of Fiscal 2017
not including (1) any transaction expenses associated with an acquisition after incurring
$0.8 million
of transaction expenses associated with the Southern Tide acquisition in the
First Half of Fiscal 2016
or (2) any distribution center integration charges after incurring
$0.5 million
of distribution center integration charges associated with Southern Tide inventory that was relocated from a third party distribution center to our Lyons, Georgia distribution center in the
First Half of Fiscal 2016
.
Royalties and other operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Royalties and other operating income
|
$
|
7,084
|
|
$
|
7,372
|
|
$
|
(288
|
)
|
(3.9
|
)%
|
Royalties and other operating income in the
First Half of Fiscal 2017
primarily reflects income received from third parties from the licensing of our Tommy Bahama, Lilly Pulitzer and Southern Tide brands. The
$0.3 million
decrease in royalties and other operating income primarily resulted from decreased royalty income for Lilly Pulitzer.
Operating income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Tommy Bahama
|
$
|
37,954
|
|
$
|
33,896
|
|
$
|
4,058
|
|
12.0
|
%
|
Lilly Pulitzer
|
38,669
|
|
43,434
|
|
(4,765
|
)
|
(11.0
|
)%
|
Lanier Apparel
|
1,053
|
|
2,943
|
|
(1,890
|
)
|
(64.2
|
)%
|
Southern Tide
|
2,749
|
|
47
|
|
2,702
|
|
NM
|
|
Corporate and Other
|
(14,064
|
)
|
(9,624
|
)
|
(4,440
|
)
|
(46.1
|
)%
|
Total operating income
|
$
|
66,361
|
|
$
|
70,696
|
|
$
|
(4,335
|
)
|
(6.1
|
)%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
3,272
|
|
$
|
(1,253
|
)
|
|
|
|
|
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
1,129
|
|
|
|
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
743
|
|
$
|
749
|
|
|
|
Amortization of intangible assets included in Southern Tide
|
$
|
144
|
|
$
|
209
|
|
|
|
|
|
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
—
|
|
$
|
762
|
|
|
|
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
The decrease in operating income in the
First Half of Fiscal 2017
was due to the lower operating results in Corporate and Other, primarily due to the impact of LIFO accounting, and lower operating income in Lilly Pulitzer and Lanier Apparel. These items were partially offset by increased operating income in Tommy Bahama and Southern Tide, which was not owned for the full six months in the prior year. Changes in operating income (loss) by operating group are discussed below.
Tommy Bahama:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
360,076
|
|
$
|
346,830
|
|
$
|
13,246
|
|
3.8
|
%
|
Gross margin
|
59.8
|
%
|
59.7
|
%
|
|
|
|
|
Operating income
|
$
|
37,954
|
|
$
|
33,896
|
|
$
|
4,058
|
|
12.0
|
%
|
Operating income as % of net sales
|
10.5
|
%
|
9.8
|
%
|
|
|
|
|
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
743
|
|
$
|
749
|
|
|
|
The increase in operating income for Tommy Bahama was primarily due to increased sales, as discussed above, partially offset by higher SG&A. The higher SG&A for the
First Half of Fiscal 2017
includes (1) a $4.3 million increase in incentive compensation amounts, (2) $2.6 million of incremental SG&A associated with non-comp retail stores and (3) $1.7 million of incremental brand advertising expense. These cost increases were partially offset by cost reductions in corporate, retail store and wholesale operations as Tommy Bahama has focused on reducing certain employment and other operating costs.
Lilly Pulitzer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
132,801
|
|
$
|
134,458
|
|
$
|
(1,657
|
)
|
(1.2
|
)%
|
Gross margin
|
66.8
|
%
|
66.3
|
%
|
|
|
|
|
Operating income
|
$
|
38,669
|
|
$
|
43,434
|
|
$
|
(4,765
|
)
|
(11.0
|
)%
|
Operating income as % of net sales
|
29.1
|
%
|
32.3
|
%
|
|
|
|
|
The lower operating income in Lilly Pulitzer was primarily due to lower net sales and increased SG&A, partially offset by higher gross margins. The higher SG&A for the
First Half of Fiscal 2017
includes $2.7 million of incremental SG&A associated with the cost of operating additional retail stores and SG&A increases to support the planned growth of the business, including additional employee headcount, which were partially offset by lower incentive compensation amounts in the
First Half of Fiscal 2017
.
Lanier Apparel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
41,204
|
|
$
|
46,152
|
|
$
|
(4,948
|
)
|
(10.7
|
)%
|
Gross margin
|
31.9
|
%
|
29.7
|
%
|
|
|
|
|
Operating income
|
$
|
1,053
|
|
$
|
2,943
|
|
$
|
(1,890
|
)
|
(64.2
|
)%
|
Operating income as % of net sales
|
2.6
|
%
|
6.4
|
%
|
|
|
|
|
The lower operating income for Lanier Apparel was primarily due to reduced sales and higher SG&A, partially offset by higher gross margins. The SG&A increase primarily resulted from certain incremental infrastructure costs associated with the Strong Suit and Duck Head businesses, which were acquired in Fiscal 2016.
Southern Tide:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
$
|
22,037
|
|
$
|
10,580
|
|
$
|
11,457
|
|
108.3
|
%
|
Gross margin
|
49.8
|
%
|
41.0
|
%
|
|
|
|
|
Operating income
|
$
|
2,749
|
|
$
|
47
|
|
$
|
2,702
|
|
NM
|
|
Operating income as % of net sales
|
12.5
|
%
|
0.4
|
%
|
|
|
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
1,129
|
|
|
|
Amortization of intangible assets included in Southern Tide
|
$
|
144
|
|
$
|
209
|
|
|
|
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
The increase in operating income for Southern Tide in the
First Half of Fiscal 2017
was primarily due to the
First Half of Fiscal 2017
including a full six months of operations, while the
First Half of Fiscal 2016
only included the operations from the date of our acquisition on April 19, 2016 through July 30, 2016. Additionally, the
First Half of Fiscal 2016
included a
$1.1 million
of inventory step-up charge and
$0.5 million
of distribution center integration charges, with no such charges in the
First Half of Fiscal 2017
.
Corporate and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Net sales
|
954
|
|
1,211
|
|
$
|
(257
|
)
|
NM
|
|
Operating loss
|
(14,064
|
)
|
(9,624
|
)
|
$
|
(4,440
|
)
|
(46.1
|
)%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
3,272
|
|
$
|
(1,253
|
)
|
|
|
|
|
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
—
|
|
$
|
762
|
|
|
|
The lower operating results in Corporate and Other were primarily due to (1) the net unfavorable impact of LIFO accounting and (2) higher incentive compensation expense amounts. These items were partially offset by the
First Half of Fiscal 2017
not including any transaction expenses associated with an acquisition after incurring
$0.8 million
of transaction expenses associated with the Southern Tide acquisition in the
First Half of Fiscal 2016
.
Interest expense, net
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Interest expense, net
|
1,672
|
|
1,791
|
|
$
|
(119
|
)
|
(6.6
|
)%
|
Interest expense for the
First Half of Fiscal 2017
decreased from the prior year primarily due to (1) the
First Half of Fiscal 2016
including the write off of $0.3 million of deferred financing costs associated with our amendment and restatement of our revolving credit agreement and (2) lower average debt outstanding during the
First Half of Fiscal 2017
compared to the
First
Half of Fiscal 2016
. These items were partially offset by higher interest rates in the
First Half of Fiscal 2017
. Interest expense for the full year of Fiscal 2017 is expected to be $3.4 million.
Income taxes
|
|
|
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
$ Change
|
% Change
|
Income taxes
|
24,803
|
|
24,853
|
|
$
|
(50
|
)
|
(0.2
|
)%
|
Effective tax rate
|
38.3
|
%
|
36.1
|
%
|
|
|
|
|
The effective tax rate for the
First Half of Fiscal 2017
was unfavorably impacted by certain stock awards that vested during the First Quarter of Fiscal 2017, which had a higher grant date fair value for accounting purposes than the vesting date fair value for tax deduction purposes, which increased income tax expense by $0.8 million and offset the favorable impact of our income in foreign jurisdictions that are taxed at lower rates than domestic earnings. The effective tax rate for the
First Half of Fiscal 2016
was favorably impacted by (1) income in foreign jurisdictions that are taxed at lower rates than domestic earnings, (2) the utilization of certain foreign operating loss carryforward amounts and (3) certain stock awards that vested during the period which had a lower grant date fair value for accounting purposes than the vesting date fair value for tax deduction purposes. Our effective tax rate for the full year of Fiscal 2017 is expected to approach 39%.
Net earnings from continuing operations
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
Net earnings from continuing operations
|
$
|
39,886
|
|
$
|
44,052
|
|
Net earnings from continuing operations per diluted share
|
$
|
2.39
|
|
$
|
2.65
|
|
Weighted average shares outstanding - diluted
|
16,698
|
|
16,620
|
|
The lower net earnings from continuing operations per diluted share in the
First Half of Fiscal 2017
was primarily due to lower operating income and the higher effective tax rate in the
First Half of Fiscal 2017
, as discussed above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary source of revenue and cash flow is through our design, sourcing, marketing and distribution of branded apparel products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer and Southern Tide lifestyle brands, other owned brands and licensed brands, and private label apparel products. Our primary uses of cash flow include the purchase of products in the operation of our business from third party contract manufacturers outside of the United States, as well as operating expenses, including employee compensation and benefits, occupancy-related costs, marketing and advertising costs, distribution costs, other general and administrative expenses and the payment of periodic interest payments related to our financing arrangements.
Additionally, we use cash for the funding of capital expenditures, dividends and repayment of indebtedness. In the ordinary course of business, we maintain certain levels of inventory, extend credit to our wholesale customers and pay certain operating expenses. Thus, we require a certain amount of working capital to operate our business. If cash inflows are less than cash outflows, we have access to amounts under our U.S. Revolving Credit Agreement, subject to its terms, which is described below. We may seek to finance our future cash requirements through various methods, including cash flow from operations, borrowings under our current or additional credit facilities, sales of debt or equity securities, and cash on hand.
As of
July 29, 2017
, we had
$6.0 million
of cash and cash equivalents on hand, with
$37.6 million
of borrowings outstanding and
$215.3 million
of availability under our U.S. Revolving Credit Agreement. We believe our balance sheet and anticipated future positive cash flow from operating activities provide us with sufficient cash flow to satisfy our ongoing cash requirements and ample opportunity to continue to invest in our brands and our direct to consumer initiatives.
Key Liquidity Measures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
($ in thousands)
|
July 29, 2017
|
January 28, 2017
|
July 30, 2016
|
January 30, 2016
|
Total current assets
|
$
|
204,493
|
|
$
|
231,628
|
|
$
|
225,852
|
|
$
|
216,796
|
|
Total current liabilities, including liabilities related to discontinued operations
|
$
|
121,917
|
|
$
|
131,396
|
|
$
|
112,609
|
|
$
|
128,899
|
|
Working capital
|
$
|
82,576
|
|
$
|
100,232
|
|
$
|
113,243
|
|
$
|
87,897
|
|
Working capital ratio
|
1.68
|
|
1.76
|
|
2.01
|
|
1.68
|
|
Debt to total capital ratio
|
8
|
%
|
20
|
%
|
22
|
%
|
12
|
%
|
Our working capital ratio is calculated by dividing total current assets by total current liabilities. Current assets decreased from
July 30, 2016
to
July 29, 2017
primarily due to a $14.0 million reduction in inventories. Current liabilities increased $9.3 million from
July 30, 2016
to
July 29, 2017
primarily due to an increase in accrued compensation of $4.7 million and a $3.4 million increase in liabilities related to discontinued operations. Changes in current assets and current liabilities are discussed below.
For the ratio of debt to total capital, debt is defined as short-term and long-term debt, and total capital is defined as debt plus shareholders' equity. Debt was
$37.6 million
at
July 29, 2017
and
$105.9 million
at
July 30, 2016
, while shareholders’ equity was
$409.4 million
at
July 29, 2017
and
$373.4 million
at
July 30, 2016
. The decrease in debt since
July 30, 2016
was primarily due to
$128.8 million
of cash flow from operations which was partially offset by
$43.3 million
of capital expenditures and the payment of
$18.2 million
of dividends. Shareholders' equity
increased from
July 30, 2016
, primarily as a result of net earnings less dividends paid. Our debt levels and ratio of debt to total capital in future periods may not be comparable to historical amounts as we continue to assess, and possibly make changes to, our capital structure. Changes in our capital structure in the future, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Balance Sheet
The following tables set forth certain information included in our consolidated balance sheets (in thousands). Below each table are explanations for any significant changes in the balances from
July 30, 2016
to
July 29, 2017
.
Current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 29, 2017
|
January 28, 2017
|
July 30, 2016
|
January 30, 2016
|
Cash and cash equivalents
|
$
|
5,983
|
|
$
|
6,332
|
|
$
|
8,192
|
|
$
|
6,323
|
|
Receivables, net
|
59,264
|
|
58,279
|
|
61,081
|
|
59,065
|
|
Inventories, net
|
119,620
|
|
142,175
|
|
133,662
|
|
129,136
|
|
Prepaid expenses
|
19,626
|
|
24,842
|
|
22,917
|
|
22,272
|
|
Total current assets
|
$
|
204,493
|
|
$
|
231,628
|
|
$
|
225,852
|
|
$
|
216,796
|
|
Cash and cash equivalents as of
July 29, 2017
and
July 30, 2016
represent typical cash amounts maintained on an ongoing basis in our operations, which generally ranges from $5 million to $10 million at any given time. Any excess cash is generally used to repay amounts outstanding under our U.S. Revolving Credit Agreement. The decrease in receivables, net as of
July 29, 2017
was primarily due to lower wholesale sales in Lanier Apparel and Lilly Pulitzer as well as lower amounts of tenant improvement allowances receivable in the Second Quarter of Fiscal 2017.
Inventories, net as of
July 29, 2017
decreased from
July 30, 2016
as a result of lower inventory levels in Lanier Apparel, Southern Tide and Tommy Bahama partially offset by higher inventory levels in Lilly Pulitzer. The reduced inventory in Lanier Apparel was primarily due to the exit from or reduction in volume for certain replenishment or heavy inventory requirement programs as well as the transition from certain existing replenishment programs to new replenishment programs resulting in lower inventory levels in the short term. Southern Tide's inventory decreased primarily due to Southern Tide's focus on reducing inventory levels by selling prior season inventory and reducing on hand inventory levels as well as the
July 30, 2016
inventory including a $2 million inventory step-up from cost to fair value at acquisition. Tommy Bahama's inventory decreased primarily due to Tommy Bahama's focus on managing inventory buys and the sale of certain prior season inventory through off-price wholesale channels and outlet stores. The increase in inventory in Lilly Pulitzer was primarily due to lower sales than anticipated during the
First Half of Fiscal 2017
; however, the substantial majority of incremental Spring inventory was sold
during the e-commerce flash clearance sale held in August 2017. We believe that inventory levels in each operating group are appropriate to support the anticipated sales for the Third Quarter of Fiscal 2017.
Prepaid expenses as of
July 29, 2017
decreased from
July 30, 2016
as a result of lower prepaid rent due to the timing of payment of monthly rent amounts as certain August 2017 rent payments had not been paid as of
July 29, 2017
, but substantially all August 2016 rent payments had been made as of
July 30, 2016
.
Non-current Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 29, 2017
|
January 28, 2017
|
July 30, 2016
|
January 30, 2016
|
Property and equipment, net
|
$
|
193,668
|
|
$
|
193,931
|
|
$
|
190,195
|
|
$
|
184,094
|
|
Intangible assets, net
|
174,262
|
|
175,245
|
|
186,565
|
|
143,738
|
|
Goodwill
|
60,059
|
|
60,015
|
|
50,911
|
|
17,223
|
|
Other non-current assets, net
|
24,265
|
|
24,340
|
|
23,041
|
|
20,839
|
|
Total non-current assets
|
$
|
452,254
|
|
$
|
453,531
|
|
$
|
450,712
|
|
$
|
365,894
|
|
Property and equipment, net as of
July 29, 2017
increased from
July 30, 2016
primarily as a result of capital expenditures in the twelve months ended
July 29, 2017
, partially offset by depreciation expense during the same period. The decrease in intangible assets, net and the increase in goodwill at
July 29, 2017
were primarily due to the consolidated balance sheet as of
July 30, 2016
including provisional amounts related to the First Quarter of Fiscal 2016 acquisition of Southern Tide, which were finalized in the Fourth Quarter of Fiscal 2016, as disclosed in Note 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for Fiscal
2016
.
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 29, 2017
|
January 28, 2017
|
July 30, 2016
|
January 30, 2016
|
Total current liabilities
|
$
|
121,917
|
|
$
|
131,396
|
|
$
|
112,609
|
|
$
|
128,899
|
|
Long-term debt
|
37,601
|
|
91,509
|
|
105,941
|
|
43,975
|
|
Other non-current liabilities
|
70,836
|
|
70,002
|
|
68,529
|
|
67,188
|
|
Deferred taxes
|
15,520
|
|
13,578
|
|
12,620
|
|
3,657
|
|
Non-current liabilities related to discontinued operations
|
1,507
|
|
2,544
|
|
3,469
|
|
4,571
|
|
Total liabilities
|
$
|
247,381
|
|
$
|
309,029
|
|
$
|
303,168
|
|
$
|
248,290
|
|
Current liabilities as of
July 29, 2017
increased compared to
July 30, 2016
due to (1) a $4.7 million increase in accrued compensation primarily reflecting higher accrued bonus amounts in Tommy Bahama and Corporate and Other partially offset by lower accrued bonus amounts in Lilly Pulitzer and (2) a $3.4 million increase in liabilities related to discontinued operations as all amounts recognized in the prior year were classified in non-current liabilities, but as of
July 29, 2017
certain amounts are classified as current liabilities. The decrease in debt since
July 30, 2016
was primarily due to
$128.8 million
of cash flow from operations which was partially offset by
$43.3 million
of capital expenditures and the payment of
$18.2 million
of dividends.
Other non-current liabilities increased as of
July 29, 2017
compared to
July 30, 2016
primarily due to increases in deferred rent liabilities, including tenant improvement allowances from landlords. The increase in deferred taxes was primarily due to timing differences associated with depreciation and amortization recognized for tax and book purposes and the deferred tax impact of the restricted stock that vested in the First Quarter of Fiscal 2017, partially offset by a Fourth Quarter of Fiscal 2016 reduction of $2 million of the provisional deferred tax amount associated with the Southern Tide acquisition and the deferred tax impact of a Fourth Quarter of Fiscal 2016 increase in lease obligations related to our discontinued operations.
Non-current liabilities related to discontinued operations as of
July 29, 2017
decreased primarily as a result of certain amounts as of
July 29, 2017
classified as current liabilities related to discontinued operations rather than non-current liabilities related to discontinued operations, which was partially offset by an increase in total liabilities related to discontinued operations recognized in the Fourth Quarter of Fiscal 2016. The aggregate amount included in current and non-current liabilities related to discontinued operations represents our best estimate of the future net loss anticipated with respect to certain retained lease
obligations; however, the ultimate loss to be recognized remains uncertain as the amount of any sub-lease income is dependent upon a variety of factors including anticipated future sublease income and market rental amounts.
Statement of Cash Flows
The following table sets forth the net cash flows, including continuing and discontinued operations, for the
First Half of Fiscal 2017
and
First Half of Fiscal 2016
(in thousands):
|
|
|
|
|
|
|
|
|
First Half Fiscal 2017
|
First Half Fiscal 2016
|
Cash provided by operating activities
|
$
|
83,135
|
|
$
|
72,875
|
|
Cash used in investing activities
|
(19,141
|
)
|
(121,632
|
)
|
Cash (used in) provided by financing activities
|
(64,498
|
)
|
50,328
|
|
Net change in cash and cash equivalents
|
$
|
(504
|
)
|
$
|
1,571
|
|
Cash and cash equivalents on hand were
$6.0 million
and
$8.2 million
at
July 29, 2017
and
July 30, 2016
, respectively. Changes in cash flows in the
First Half of Fiscal 2017
and the
First Half of Fiscal 2016
related to operating activities, investing activities and financing activities are discussed below.
Operating Activities:
In the
First Half of Fiscal 2017
and
First Half of Fiscal 2016
, operating activities provided
$83.1 million
and
$72.9 million
of cash, respectively. The cash flow from operating activities was primarily the result of net earnings for the relevant period adjusted, as applicable, for non-cash activities including depreciation, amortization and equity-based compensation as well as the net impact of changes in deferred taxes and our working capital accounts. In the
First Half of Fiscal 2017
, working capital account changes had a favorable impact on cash flow from operations, while in the
First Half of Fiscal 2016
, working capital account changes did not have a significant impact on cash flow from operations. In the
First Half of Fiscal 2017
, the more significant changes in working capital accounts were a decrease in inventories, net and prepaid expenses, which increased cash flow from operations, and a decrease in current liabilities which decreased cash flow from operations. During the
First Half of Fiscal 2016
, the more significant changes in working capital accounts were a decrease in current liabilities which decreased cash flow from operations and a decrease in inventories which increased cash flow from operations.
Investing Activities:
During the
First Half of Fiscal 2017
, investing activities used
$19.1 million
of cash, while in the
First Half of Fiscal 2016
, investing activities used
$121.6 million
of cash. In the
First Half of Fiscal 2017
, we paid
$18.5 million
for capital expenditures compared to
$24.6 million
in the
First Half of Fiscal 2016
. During the
First Half of Fiscal 2017
, we paid
$0.6 million
for acquisitions, which were related to the acquisition of five Lilly Pulitzer Signature Stores as well as working capital settlements related to certain Fiscal 2016 acquisitions. During the
First Half of Fiscal 2016
, we paid
$95.0 million
for acquisitions, consisting of the acquisition of the operations and assets of Southern Tide and the Duck Head trademark, and
$2.0 million
for the final working capital settlement associated with our Ben Sherman discontinued operations.
Financing Activities:
During the
First Half of Fiscal 2017
, financing activities used
$64.5 million
of cash, while in the
First Half of Fiscal 2016
, financing activities provided
$50.3 million
of cash. In the
First Half of Fiscal 2017
, we decreased debt as our cash flow from operations exceeded our capital expenditures, payment of dividends and payment of employee taxes associated with the vesting of certain restricted share awards. During the
First Half of Fiscal 2016
, we increased debt primarily for the purpose of purchasing the Southern Tide business, funding our capital expenditures, payment of dividends and the payment of employee taxes associated with the vesting of certain restricted share awards, which in the aggregate exceeded our cash flow from operations. During both the
First Half of Fiscal 2017
and the
First Half of Fiscal 2016
, we paid
$9.1 million
of dividends.
We anticipate that cash flow provided by or used in financing activities in the future will be dependent upon whether our cash flow from operating activities exceeds our capital expenditures, dividend payments, acquisitions and any other investing or financing activities. Generally, we anticipate that excess cash, if any, will be used to repay debt on our U.S. Revolving Credit Agreement.
Liquidity and Capital Resources
We had
$37.6 million
outstanding as of
July 29, 2017
under our $325 million Fourth Amended and Restated Credit Agreement ("U.S. Revolving Credit Agreement") compared to
$105.9 million
of borrowings outstanding as of
July 30, 2016
. The U.S. Revolving Credit Agreement generally (1) is limited to a borrowing base consisting of specified percentages of eligible categories of assets, (2) accrues variable-rate interest (weighted average borrowing rate of 2.8% as of
July 29, 2017
), unused line fees and letter of credit fees based upon average unused availability or utilization, (3) requires periodic interest payments with principal due at maturity (May 2021) and (4) is secured by a first priority security interest in substantially all of the assets of Oxford Industries, Inc. and substantially all of its domestic subsidiaries, including accounts receivable, books and records, chattel paper, deposit accounts, equipment, certain general intangibles, inventory, investment property (including the equity interests of certain subsidiaries), negotiable collateral, life insurance policies, supporting obligations, commercial tort claims, cash and cash equivalents, eligible trademarks, proceeds and other personal property.
To the extent cash flow needs exceed cash flow provided by our operations, we will have access, subject to its terms, to our U.S. Revolving Credit Agreement to provide funding for operating activities, capital expenditures and acquisitions, if any. Our U.S. Revolving Credit Agreement is also used to finance trade letters of credit for product purchases, which reduce the amounts available under our line of credit when issued. As of
July 29, 2017
,
$4.6 million
of letters of credit were outstanding against our U.S. Revolving Credit Agreement. After considering these limitations and the amount of eligible assets in our borrowing base, as applicable, as of
July 29, 2017
, we had
$215.3 million
in unused availability under the U.S. Revolving Credit Agreement, subject to certain limitations on borrowings.
Covenants and Other Restrictions:
The U.S. Revolving Credit Agreement is subject to a number of affirmative covenants regarding the delivery of financial information, compliance with law, maintenance of property, insurance requirements and conduct of business. Also, the U.S. Revolving Credit Agreement is subject to certain negative covenants or other restrictions including, among other things, limitations on our ability to (1) incur debt, (2) guaranty certain obligations, (3) incur liens, (4) pay dividends to shareholders, (5) repurchase shares of our common stock, (6) make investments, (7) sell assets or stock of subsidiaries, (8) acquire assets or businesses, (9) merge or consolidate with other companies or (10) prepay, retire, repurchase or redeem debt.
Additionally, the U.S. Revolving Credit Agreement contains a financial covenant that applies if excess availability under the agreement for three consecutive days is less than the greater of (i) $23.5 million or (ii) 10% of availability. In such case, our fixed charge coverage ratio as defined in the U.S. Revolving Credit Agreement must not be less than 1.0 to 1.0 for the immediately preceding 12 fiscal months for which financial statements have been delivered. This financial covenant continues to apply until we have maintained excess availability under the U.S. Revolving Credit Agreement of more than the greater of (i) $23.5 million or (ii) 10% of availability for 30 consecutive days.
We believe that the affirmative covenants, negative covenants, financial covenants and other restrictions under the U.S. Revolving Credit Agreement are customary for those included in similar facilities entered into at the time we entered into the U.S. Revolving Credit Agreement. During the
Second Quarter of Fiscal 2017
and as of
July 29, 2017
, 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 29, 2017
, we were compliant with all covenants related to the U.S. Revolving Credit Agreement.
Other Liquidity Items:
We anticipate that we will be able to satisfy our ongoing cash requirements, which generally consist of working capital and other operating activity needs, capital expenditures, interest payments on our debt and dividends, if any, primarily from positive cash flow from operations supplemented by borrowings under our U.S. Revolving Credit Agreement. Our need for working capital is typically seasonal with the greatest requirements generally in the fall and spring of each year. Our capital needs will depend on many factors including our growth rate, the need to finance inventory levels and the success of our various products. We anticipate that at the maturity of the U.S. Revolving Credit Agreement or as otherwise deemed appropriate, we will be able to refinance the facility or obtain other financing on terms available in the market at that time. The terms of any future financing arrangements may not be as favorable as the terms of the current agreement or current market terms.
We have paid dividends in each quarter since we became a public company in July 1960. However, we may discontinue or modify dividend payments at any time if we determine that other uses of our capital, including payment of outstanding debt, funding of acquisitions, funding of capital expenditures or repurchases of outstanding shares, may be in our best interest; if our expectations of future cash flows and future cash needs outweigh the ability to pay a dividend; or if the terms of our U.S. Revolving Credit Agreement, other debt instruments or applicable law limit our ability to pay dividends. We may borrow to fund dividends in the short term based on our expectation of operating cash flows in future periods subject to the terms and conditions of the U.S. Revolving Credit Agreement, other debt instruments and applicable law. All cash flow from operations
will not be paid out as dividends in all periods. For details about limitations on our ability to pay dividends, see the discussion of the U.S. Revolving Credit Agreement above.
Our contractual obligations as of
July 29, 2017
have not changed materially from the contractual obligations outstanding at
January 28, 2017
, as disclosed in our Annual Report on Form 10-K for Fiscal
2016
filed with the SEC, other than changes in amounts outstanding under our U.S. Revolving Credit Agreement, as discussed above.
Our anticipated capital expenditures for Fiscal
2017
, including the
$18.5 million
incurred in the
First Half of Fiscal 2017
, are expected to be approximately $50 million compared to $49.4 million in Fiscal
2016
. These expenditures are expected to consist primarily of costs associated with information technology initiatives, including e-commerce capabilities, opening, relocating or remodeling retail stores and restaurants and facility enhancements. Our capital expenditure amounts in future years may increase or decrease from the amounts incurred in prior years or the amount expected for Fiscal 2017 depending on the information technology initiatives, retail store and restaurant openings, relocations and remodels and other infrastructure requirements to support future expansion of our businesses.
Off Balance Sheet Arrangements
We have not entered into agreements which meet the SEC’s definition of an off balance sheet financing arrangement, other than operating leases, and have made no financial commitments to or guarantees with respect to any unconsolidated subsidiaries or special purpose entities.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of GAAP requires us to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, we evaluate our estimates, including those discussed below. We base our estimates on historical experience, current trends and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions. We believe it is possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. We believe that we have appropriately applied our critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to the critical accounting policies, our consolidated statements of operations could be misstated.
Our critical accounting policies and estimates are discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for Fiscal
2016
. There have not been any significant changes to the application of our critical accounting policies and estimates during the
First Half of Fiscal 2017
.
Additionally, a detailed summary of significant accounting policies is included in Note 1 to our consolidated financial statements contained in our Annual Report on Form 10-K for Fiscal
2016
.
SEASONAL ASPECTS OF OUR BUSINESS
Each of our operating groups is impacted by seasonality as the demand by specific product or style, as well as by distribution channel, may vary significantly depending on the time of year. For details of the impact of seasonality on each of our operating groups, see the business discussion for each operating group discussed in Part I, Item 1, Business in our Annual Report on Form 10-K for Fiscal
2016
. As the timing of certain unusual or non-recurring items, economic conditions, wholesale product shipments, weather or other factors affecting the business may vary from one year to the next, we do not believe that net sales or operating income for any particular quarter or the distribution of net sales and operating income for Fiscal
2016
are necessarily indicative of anticipated results for the full fiscal year or expected distribution in future years. Our third quarter has historically been our smallest net sales and operating income quarter, and that result is expected to continue as we continue the expansion of our direct to consumer operations in the future. The following table presents our percentage of net sales and
operating income from continuing operations by quarter for Fiscal
2016
:
|
|
|
|
|
|
|
|
|
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Net sales
|
25
|
%
|
28
|
%
|
22
|
%
|
25
|
%
|
Operating income (loss)
|
36
|
%
|
43
|
%
|
—
|
%
|
21
|
%
|