The following discussion and analysis should be read in conjunction with our
unaudited condensed consolidated financial statements and the notes thereto
contained in this report and the consolidated financial statements, notes to
consolidated financial statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in our Fiscal 2020

Form
10-K.

                                    OVERVIEW

Business Overview

We are a leading branded apparel company that designs, sources, markets and
distributes products bearing the trademarks of our Tommy Bahama, Lilly Pulitzer
and Southern Tide lifestyle brands and other brands. Tommy Bahama and Lilly
Pulitzer, in the aggregate, represent more than 85% of our net sales and 97% of
our net sales were in the United States.

Our business strategy is to develop and market compelling lifestyle brands and
products that evoke a strong emotional response from our target consumers. We
consider lifestyle brands to be those brands that have a clearly defined and
targeted point of view inspired by an appealing lifestyle or attitude.
Furthermore, we believe lifestyle brands that create an emotional connection,
like Tommy Bahama, Lilly Pulitzer and Southern Tide, can command greater loyalty
and higher price points at retail and create licensing opportunities. We believe
the attraction of a lifestyle brand depends on creating compelling product,
effectively communicating the respective lifestyle brand message and
distributing products to consumers where and when they want them. We believe the
principal competitive factors in the apparel industry are the reputation, value,
and image of brand names; design of differentiated, innovative or otherwise
compelling product; consumer preference; price; quality; marketing; product
fulfillment capabilities; and customer service. Our ability to compete
successfully in the apparel industry is directly related to our proficiency in
foreseeing changes and trends in fashion and consumer preference and presenting
appealing products for consumers. Our design-led, commercially informed
lifestyle brand operations strive to provide exciting, differentiated products
each season.

We generate our net sales primarily through our direct to consumer channels of
distribution, which consists of our brand-specific full-price retail stores, our
brand-specific e-commerce websites, our Tommy Bahama food and beverage
operations and our Tommy Bahama outlets. Our remaining net sales were generated
through our wholesale distribution channels. Our wholesale operations consist of
net sales of products bearing our lifestyle brands, which complement our direct
to consumer operations and provide access to a larger group of consumers, and
the net sales of our Lanier Apparel operating group, which we are in the process
of exiting.

For additional information about our business and each of our operating groups,
see Part I, Item 1. Business of our Fiscal 2020 Form 10-K. Important factors
relating to certain risks which could impact our business are described in
Part II, Item 1A. Risk Factors of this report and Part I. Item 1A. Risk Factors
of our Fiscal 2020 Form 10-K.

Industry Overview



Our operating groups operate in highly competitive apparel markets that continue
to evolve rapidly with the expanding application of technology to fashion
retail. No single apparel firm or small group of apparel firms dominates the
apparel industry, and our direct competitors vary by operating group and
distribution channel. The apparel industry is cyclical and very dependent upon
the overall level and focus of discretionary consumer spending, which changes as
consumer preferences and regional, domestic and international economic
conditions change. Further, negative economic conditions often have a longer and
more severe impact on the apparel industry than on other industries.

The competitive and evolving environment may require that brands and retailers
approach their operations, including marketing and advertising, very differently
than historical practices and may result in increased operating costs and
capital investments to generate growth or even maintain current sales levels.
Many of these changes in the industry were accelerated or exacerbated by the
COVID-19 pandemic. While this competition and evolution presents significant

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risks, especially for traditional retailers who fail or are unable to adapt, we
believe it also presents a tremendous opportunity for brands and retailers to
capitalize on the changing consumer environment.

We believe our lifestyle brands have true competitive advantages in this new
retailing paradigm, and we are leveraging technology to serve our consumers when
and where they want to be served. We continue to believe that our lifestyle
brands, with their strong emotional connections with consumers, are well suited
to succeed and thrive in the long term while managing the various challenges
facing our industry.

COVID-19 Pandemic

The COVID-19 pandemic has had a significant effect on overall economic
conditions and our operations and was the primary reason for a 33% reduction in
net sales and a significant net loss in Fiscal 2020 after years of profitable
operating results. While our mission remains the enhancement of long-term
shareholder value, our focus during this crisis has been (1) the health and
well-being of our employees, customers and communities, (2) protecting the
reputation, value and image of our brands and (3) preserving liquidity. Actions
taken in Fiscal 2020 to mitigate the impact of the COVID-19 pandemic on our
business, operations and liquidity are discussed in our Fiscal 2020 Form 10-K.

Due to the COVID-19 pandemic, we saw reduced consumer traffic starting in early
March 2020 and temporarily closed all our retail and restaurant locations with
all locations being closed for about half of the First Quarter of Fiscal 2020.
We began reopening our stores and restaurants in early May 2020 with additional
stores and restaurants reopening throughout the Second Quarter of Fiscal 2020.
We have reopened substantially all of our direct to consumer locations in a
phased approach in accordance with local government guidelines and with
additional safety protocols.

Most of our locations continue to experience reduced traffic, limited operating
hours and capacity, seating and other limitations, with such factors impacting
individual locations to varying degrees. There can be no assurance that
additional closures will not occur as a result of any resurgence of COVID-19
cases and/or additional government mandates or recommendations. Generally,
locations in outdoor centers or in drivable resort vacation destinations have
performed better than locations in indoor malls, and locations in the southern
United States have performed better than locations in the northern United
States. At the same time, the shift from in-store shopping to online shopping
has accelerated during the COVID-19 pandemic resulting in strong growth in our
e-commerce businesses during the COVID-19 pandemic.

There remains significant uncertainty as to the duration and severity of the
pandemic as well as the associated business disruption, impact on discretionary
spending and restrictions on our ongoing operations. Thus, the ultimate impact
of the pandemic and the extent of the recovery from the pandemic cannot be
reasonably estimated at this time.

Lanier Apparel Exit


In the Third Quarter of Fiscal 2020, we decided to exit our Lanier Apparel
business, a business which has been primarily focused on moderately priced
tailored clothing and related products. This decision aligns with our stated
business strategy of developing and marketing compelling lifestyle brands. It
also took into consideration the increased challenges faced by the Lanier
Apparel business, many of which were magnified by the COVID-19 pandemic.

In connection with the exit of our Lanier Apparel business, which is expected to
be completed in the second half of Fiscal 2021, we recorded pre-tax charges of
$13 million in the Lanier Apparel operating group during the second half of
Fiscal 2020, with an additional $1 million of such charges in the First Quarter
of Fiscal 2021. The Lanier Apparel exit charges are discussed in Note 7 in the
unaudited condensed consolidated financial statements included in this report.

In addition to the charges incurred through the First Quarter of Fiscal 2021, we
currently expect to incur incremental Lanier Apparel exit charges totaling
approximately $3 million, which are expected to consist of additional employee
charges for employees retained during the exit and the acceleration of certain
post-exit contractual commitments.

Key Operating Results:

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The following table sets forth our consolidated operating results (in thousands,
except per share amounts) for the First Quarter of Fiscal 2021 compared to the
First Quarter of Fiscal 2020




                                                          First Quarter
                                                   Fiscal 2021      Fiscal 2020
Net sales                                         $     265,762    $     160,343
Operating income (loss)                           $      34,893    $    (85,489)
Net earnings (loss)                               $      28,468    $    (66,784)
Net earnings (loss) per diluted share             $        1.70    $      

(4.02)


Weighted average shares outstanding -- diluted           16,792           16,612




The improved earnings per share in the First Quarter of Fiscal 2021 are
primarily a result of (1) the absence of impairment charges related to goodwill
and intangible assets in the First Quarter of Fiscal 2021 after recognizing $60
million of impairment charges related to goodwill and intangible assets in the
First Quarter of Fiscal 2020, (2) improved operating results in each operating
group resulting from higher sales and higher gross margin partially offset by
higher SG&A and (3) a favorable effective tax rate in the First Quarter of
Fiscal 2021. These favorable items were partially offset by a larger operating
loss in Corporate and Other.

The earnings per share of $1.70 is higher than the earnings per share of $1.29
in the First Quarter of Fiscal 2019. The higher earnings per share compared to
the First Quarter of Fiscal 2019 are a result of higher gross margin, lower
SG&A, increased royalty income and a lower effective tax rate partially offset
by the impact of lower net sales.

                                  STORE COUNT

The table below provides store count information for Tommy Bahama, Lilly
Pulitzer and Southern Tide as of the dates specified. The table includes our
permanent stores and excludes any pop-up or temporary store locations which have
an initial lease term of 12 months or less. Due to the impact of the COVID-19
pandemic, all our stores and restaurants were closed beginning in March 2020. We
began reopening our stores and restaurants starting on May 3, 2020 in a phased
approach in accordance with local government guidelines and with additional
safety protocols implemented. Certain retail stores and restaurants in some
jurisdictions, including Hawaii, California and Canada, were required to close
again for certain periods in Fiscal 2020 and early Fiscal 2021 after local
jurisdictions reinstated some closure requirements. Most of our locations
continue to experience reduced traffic, limited operating hours and capacity,
seating and other limitations, with such factors impacting individual locations
to varying degrees.




                                                     May 1,    January 30,    May 2,    February 1,
                                                      2021        2021         2020        2020
Tommy Bahama retail stores                              104            105       110            111

Tommy Bahama retail-restaurant locations                 21             20        18             16
Tommy Bahama outlets                                     35             35        35             35
Total Tommy Bahama locations                            160            160       163            162
Lilly Pulitzer retail stores                             59             59        61             61
Southern Tide retail stores                               4              3 

       1              1
Total Oxford locations                                  223            222       225            224






                             RESULTS OF OPERATIONS

     FIRST QUARTER OF FISCAL 2021 COMPARED TO FIRST QUARTER OF FISCAL 2020

The discussion and tables below compare our statements of operations for the
First Quarter of Fiscal 2021 to the First Quarter of Fiscal 2020. Each dollar
and percentage change provided reflects the change between these fiscal periods
unless indicated otherwise. Each dollar and share amount included in the tables
is in thousands except for per share amounts. We have calculated all percentages
based on actual data, and percentage columns in tables may not add due to
rounding. Individual line items of our consolidated statements of operations may
not be directly comparable to those of our competitors, as classification of
certain expenses may vary by company.

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The following table sets forth the specified line items in our unaudited
condensed consolidated statements of operations both in dollars (in thousands)
and as a percentage of net sales as well as the dollar change and the percentage
change as compared to the same period of the prior year:




                                              First Quarter
                                  Fiscal 2021              Fiscal 2020            $ Change     % Change

Net sales                      $ 265,762    100.0 %    $  160,343    100.0 %     $  105,419        65.7 %

Cost of goods sold                99,177     37.3 %        66,269     41.3

%         32,908        49.7 %
Gross profit                   $ 166,585     62.7 %    $   94,074     58.7 %     $   72,511        77.1 %
SG&A                             137,125     51.6 %       123,001     76.7 %         14,124        11.5 %
Impairment of goodwill and
intangible assets                      -        - %        60,452     37.7 %       (60,452)       100.0 %
Royalties and other
operating income                   5,433      2.0 %         3,890      2.4 %          1,543        39.7 %

Operating income (loss)        $  34,893     13.1 %    $ (85,489)   (53.3) %     $  120,382          NM %
Interest expense, net                252      0.1 %           658      0.4 %          (406)      (61.7) %
Earnings (loss) before
income taxes                   $  34,641     13.0 %    $ (86,147)   (53.7) %     $  120,788          NM %
Income tax provision
(benefit)                          6,173      2.3 %      (19,363)   (12.1) %         25,536          NM %
Net earnings (loss)            $  28,468     10.7 %    $ (66,784)   (41.7) %     $   95,252          NM %




Net Sales




                                  First Quarter
                           Fiscal 2021     Fiscal 2020     $ Change     % Change
Tommy Bahama              $     156,698   $      86,984    $  69,714        80.1 %
Lilly Pulitzer                   73,576          49,149       24,427        49.7 %
Southern Tide                    15,466           8,301        7,165        86.3 %
Lanier Apparel                   12,019          10,725        1,294        12.1 %
Corporate and Other               8,003           5,184        2,819        54.4 %
Consolidated net sales    $     265,762   $     160,343    $ 105,419        65.7 %




Consolidated net sales increased $105 million, or 66%, in the First Quarter of
Fiscal 2021, including increases in each channel of distribution and each
operating group, as our operations continue to recover from the impact of the
COVID-19 pandemic and consumers become increasingly more comfortable returning
to physical shopping after our retail stores, restaurants and wholesale accounts
were closed for approximately half of the First Quarter of Fiscal 2020 due to
the impact of the COVID-19 pandemic. The increase in net sales included
increases in (1) full-price retail sales of $40 million, or 99%, (2) wholesale
sales of $25 million, or 52%, (3) e-commerce sales of $21 million, or 38%, (4)
restaurant sales of $13 million, or 114%, and (5) outlet sales of $6 million, or
110%. The changes in net sales by operating group are discussed below.

While we had substantial net sales growth in the First Quarter of Fiscal 2021
compared to the First Quarter of Fiscal 2020, net sales were $16 million, or 6%,
lower than net sales in the First Quarter of Fiscal 2019 including decreases in
(1) full-price retail sales of $15 million, or 15%, with reductions in both
Tommy Bahama and Lilly Pulitzer, (2) Lanier Apparel sales, substantially all of
which is wholesale sales, of $14 million, or 54%, (3) sales for our non-Lanier
Apparel wholesale businesses of $13 million, or 18%, with reductions in Tommy
Bahama, Lilly Pulitzer and Southern Tide, and (4) outlet sales of $2 million, or
16%. These decreases were partially offset by increases in (1) e-commerce sales
of $26 million, or 55%, with increases in each of our brands, and (2) restaurant
sales of $2 million, or 7%, resulting from the additional sales of new Tommy
Bahama Marlin Bars exceeding lower sales in existing Tommy Bahama food and
beverage locations. The lower sales compared to the First Quarter of Fiscal 2019
include reductions in Lanier Apparel and Tommy Bahama partially offset by higher
sales in each of our other businesses.

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






                    First Quarter
              Fiscal 2021    Fiscal 2020
Retail                 34 %           28 %
E-commerce             28 %           34 %
Restaurant             10 %            7 %
Wholesale              28 %           31 %
Total                 100 %          100 %




Tommy Bahama:

Tommy Bahama net sales increased $70 million, or 80%, in the First Quarter of
Fiscal 2021. The increase in net sales in Tommy Bahama included increases in (1)
full-price retail sales of $26 million, or 90%, (2) restaurant sales of $13
million, or 114%, including higher sales at existing locations and the impact of
our new Tommy Bahama Marlin Bar locations, (3) wholesale sales of $13 million,
or 78%, with increases in both full-price and off-price wholesale sales, (4)
e-commerce sales of $11 million, or 47%, and (5) outlet store sales of $6
million, or 108%. The following table presents the proportion of net sales by
distribution channel for Tommy Bahama for each period presented:




                    First Quarter
              Fiscal 2021    Fiscal 2020
Retail                 42 %           39 %
E-commerce             23 %           28 %
Restaurant             16 %           13 %
Wholesale              19 %           20 %
Total                 100 %          100 %




Lilly Pulitzer:

Lilly Pulitzer net sales increased $24 million, or 50%, in the First Quarter of
Fiscal 2021. The increase in net sales in Lilly Pulitzer included increases in
(1) retail sales of $14 million, or 116%, (2) e-commerce sales of $7 million, or
28%, and (3) wholesale sales of $4 million, or 32%, with increases in both
full-price and off-price wholesale sales. The following table presents the
proportion of net sales by distribution channel for Lilly Pulitzer for each
period presented:




                    First Quarter
              Fiscal 2021    Fiscal 2020
Retail                 35 %           24 %
E-commerce             42 %           50 %
Wholesale              23 %           26 %
Total                 100 %          100 %




Southern Tide:

Southern Tide net sales increased $7 million, or 86%, in the First Quarter of
Fiscal 2021. The increase in net sales in Southern Tide included increases in
(1) wholesale sales of $5 million, or 81%, (2) e-commerce sales of $1 million,
or

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69%, and (3) retail sales of $1 million, including the sales of additional Southern Tide retail stores. The following table presents the proportion of net sales by distribution channel for Southern Tide for each period presented:






                    First Quarter
              Fiscal 2021    Fiscal 2020
Retail                  5 %            1 %
E-commerce             19 %           21 %
Wholesale              76 %           78 %
Total                 100 %          100 %




Lanier Apparel:

Lanier Apparel net sales increased $1 million, or 12%, in the First Quarter of
Fiscal 2021 as wholesale accounts increased their purchases of tailored clothing
products.



Corporate and Other:

Corporate and Other net sales increased $3 million, or 54%, in the First Quarter
of Fiscal 2021 including increased sales in each of our smaller brands included
in Corporate and Other.



Gross Profit

The tables below present gross profit by operating group and in total for the
First Quarter of Fiscal 2021 and the First Quarter of Fiscal 2020, as well as
the change between those two periods and gross margin by operating group and in
total. Our gross profit and gross margin, which is calculated as gross profit
divided by net sales, may not be directly comparable to those of our
competitors, as the statement of operations classification of certain expenses
may vary by company.




                                                First Quarter
                                         Fiscal 2021      Fiscal 2020     $ Change     % Change
Tommy Bahama                            $     101,533    $      51,680    $  49,853        96.5 %
Lilly Pulitzer                                 51,185           31,699       19,486        61.5 %
Southern Tide                                   8,238            1,539        6,699       435.3 %
Lanier Apparel                                  4,294            2,847        1,447        50.8 %
Corporate and Other                             1,335            6,309      (4,974)          NM %
Consolidated gross profit               $     166,585    $      94,074    $  72,511        77.1 %
Notable items included in amounts
above:
LIFO adjustments in Corporate and
Other                                   $       3,065    $     (3,254)
Lanier Apparel exit charges in cost
of goods sold                           $         458    $           -





                                   First Quarter
                             Fiscal 2021    Fiscal 2020
Tommy Bahama                        64.8 %         59.4 %
Lilly Pulitzer                      69.6 %         64.5 %
Southern Tide                       53.3 %         18.5 %
Lanier Apparel                      35.7 %         26.5 %
Corporate and Other                   NM %           NM %
Consolidated gross margin           62.7 %         58.7 %




The increase in consolidated gross profit in the First Quarter of Fiscal 2021
was primarily due to the higher net sales as well as higher gross margin,
resulting from improved gross margins in each operating group. The higher
consolidated gross margin was primarily due to (1) less inventory markdowns,
discounts, allowances and promotions in the First

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Quarter of Fiscal 2021, (2) improved initial product margins and (3) a change in
sales mix as direct to consumer sales represented a larger proportion of net
sales in the First Quarter of Fiscal 2021, while both wholesale sales in our
brands and Lanier Apparel represented a smaller proportion of net sales. These
items that favorably impacted gross margin were partially offset by an
unfavorable impact of LIFO accounting. During the First Quarter of Fiscal 2021,
we reduced inventory markdowns by $2 million, due, in part, to the sale of
certain marked down inventory during the quarter, which was offset by a $3
million LIFO accounting charge in Corporate and Other. In the First Quarter of
Fiscal 2020, we recognized $4 million of inventory markdowns and a $3 million
LIFO accounting credit.

The consolidated gross margin in the First Quarter of Fiscal 2021 also exceeded
the consolidated gross margin in the First Quarter of Fiscal 2019 of 58.8%. The
improved consolidated gross margin in the First Quarter of Fiscal 2021 compared
to the First Quarter of Fiscal 2019 was primarily due to (1) less inventory
markdowns, discounts, allowances and promotions in the First Quarter of Fiscal
2021, (2) improved initial product margins and (3) a change in sales mix as
direct to consumer sales represented a larger proportion of net sales in the
First Quarter of Fiscal 2021, while both wholesale sales in our brands and
Lanier Apparel represented a smaller proportion of net sales. These items that
favorably impacted gross margin were partially offset by an unfavorable impact
of LIFO accounting, which did not have a significant impact on the First Quarter
of Fiscal 2019.

Tommy Bahama:

The increase in gross margin for Tommy Bahama includes higher gross margin in
both the direct to consumer and wholesale channels of distribution. The improved
gross margin was primarily due to (1) less inventory markdowns, discounts and
promotions, with the amounts in the prior period having a more significant gross
margin impact on the much lower net sales in that period, (2) improved initial
product margin reflecting a combination of increased sales prices and reductions
in product costs, and (3) a change in sales mix as direct to consumer sales
represented a larger proportion of sales in the First Quarter of Fiscal 2021.

Lilly Pulitzer:



The increase in gross margin for Lilly Pulitzer includes higher gross margins in
both the direct to consumer and wholesale channels of distribution. The improved
gross margin was primarily due to (1) less inventory markdowns, discounts and
promotions, with the amounts in the prior period having a more significant gross
margin impact on the much lower net sales in that period, (2) improved initial
product margin reflecting a combination of increased sales prices and reductions
in product costs, and (3) a change in sales mix as direct to consumer sales
represented a larger proportion of sales in the First Quarter of Fiscal 2021.

Southern Tide:



The increase in gross margin for Southern Tide was primarily due to (1) less
inventory markdowns, with the higher amounts in the prior period having a more
significant gross margin impact on the much lower net sales in that period, (2)
less off-price wholesale sales in the First Quarter of Fiscal 2021 and (3) a
change in sales mix as direct to consumer sales represented a larger proportion
of sales in the First Quarter of Fiscal 2021.

Lanier Apparel:

The increase in gross margin for Lanier Apparel in the First Quarter of Fiscal 2021 was primarily due to lower inventory markdowns in the First Quarter of Fiscal 2021.

Corporate and Other:


The gross profit in Corporate and Other primarily reflects the gross profit of
TBBC, Duck Head and the Lyons, Georgia distribution center as well as the impact
of LIFO accounting adjustments. The primary driver for the lower gross profit
was the $6 million net unfavorable impact of LIFO accounting with a $3 million
LIFO accounting charge in the First Quarter of Fiscal 2021 and a $3 million LIFO
accounting credit in the First Quarter of Fiscal 2020. The unfavorable impact of
LIFO accounting was partially offset by higher net sales. The LIFO accounting
impact in Corporate and Other

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in each period primarily reflects (1) a charge in Corporate and Other when
inventory that had been marked down to the estimated net realizable value in an
operating group in a prior period was ultimately sold or (2) a credit in
Corporate and Other when inventory had been marked down to the estimated net
realizable value in an operating group in the current period but had not been
sold as of period end.

SG&A




                                                 First Quarter
                                          Fiscal 2021      Fiscal 2020      $ Change     % Change
SG&A                                     $     137,125    $     123,001    $   14,124        11.5 %
SG&A (as a % of net sales)                        51.6 %           76.7 %
Notable items included in amounts
above:
Amortization of Lilly Pulitzer
Signature Store intangible assets        $           -    $          68
Amortization of Southern Tide
intangible assets                        $          72    $          72
Lanier Apparel exit charges in SG&A      $         815    $           -




The higher SG&A in the First Quarter of Fiscal 2021 was primarily due to (1)
increased employment costs of $13 million, including increased incentive
compensation totaling $10 million and the $1 million Lanier Apparel exit charges
primarily consisting of stay bonus and severance amounts and (2) a $5 million
increase in variable expenses related to higher sales, including credit card
transaction fees, supplies, commissions and other expenses. These increases were
partially offset by (1) a $3 million reduction in bad debt expense, (2) a $1
million decrease in depreciation expense, as the prior year included certain
retail store impairment charges, (3) a $1 million reduction in advertising
expense and (4) a $1 million decrease in product samples.

SG&A for the First Quarter of Fiscal 2021 decreased by $3 million from the $140
million of SG&A in the First Quarter of Fiscal 2019. The lower SG&A was
primarily due to (1) a $5 million decrease in employment costs resulting from
reductions in employee headcount that were implemented in Fiscal 2020 in
response to the COVID-19 pandemic, (2) a $1 million reduction in occupancy
expenses due to fewer stores and the favorable impact of certain concessions
with landlords that are amortized over the remaining lease term, (3) a $1
million reduction in travel expense, (4) a $1 million decrease in advertising
expense and (5) a $1 million reduction in variable expenses, including supplies,
commissions, shipping and other expenses. These decreases were partially offset
by a $7 million increase in incentive compensation.

Impairment of goodwill and intangible assets





There were no impairment charges for goodwill or intangible assets in the First
Quarter of Fiscal 2021. However, in the First Quarter of Fiscal 2020, impairment
charges for goodwill and intangible assets totaling $60 million were recognized
in Southern Tide. In addition, in the First Quarter of Fiscal 2020, a small
impairment charge was recognized in Lanier Apparel related to a trademark
acquired in a prior year that was not deemed recoverable. Refer to Note 4 in the
notes to the consolidated financial statements in our Fiscal 2020 Form 10-K for
additional information about the impairment charges.

Royalties and other operating income






                                                First Quarter
                                         Fiscal 2021      Fiscal 2020      $ Change     % Change

Royalties and other operating income    $       5,433    $       3,890    $

   1,543        39.7 %




Royalties and other operating income primarily reflects income received from
third parties from the licensing of our brands. The increased royalties and
other income in the First Quarter of Fiscal 2021 was primarily due to increased
royalty income in Tommy Bahama.

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Operating income (loss)




                                               First Quarter
                                        Fiscal 2021      Fiscal 2020     $ Change     % Change
Tommy Bahama                           $      20,660    $    (23,362)    $  44,022          NM %
Lilly Pulitzer                                19,945            4,146       15,799       381.1 %
Southern Tide                                  3,253         (63,366)       66,619          NM %
Lanier Apparel                                   855          (2,637)        3,492          NM %
Corporate and Other                          (9,820)            (270)      (9,550)          NM %
Consolidated Operating Income
(Loss)                                 $      34,893    $    (85,489)    $ 120,382          NM %
Notable items included in amounts
above:
LIFO adjustments in Corporate and
Other                                  $       3,065    $     (3,254)
Lanier Apparel exit charges in cost
of goods sold                          $         458    $           -
Amortization of Lilly Pulitzer
Signature Store intangible assets      $           -    $          68
Amortization of Southern Tide
intangible assets                      $          72    $          72
Southern Tide goodwill and
intangible asset impairment charge     $           -    $      60,245
Lanier Apparel exit charges in SG&A    $         815    $           -
Lanier Apparel intangible asset
impairment charge                      $           -    $         207




The improved operating results in the First Quarter of Fiscal 2021 were
primarily due to (1) no impairment charges related to goodwill and intangible
assets in the First Quarter of Fiscal 2021 after recognizing $60 million of
impairment charges related to goodwill and intangible assets in the First
Quarter of Fiscal 2020 and (2) the higher net sales and improved gross margin in
each operating group. These items were partially offset by (1) increased SG&A
and (2) the unfavorable impact of LIFO accounting. Changes in operating income
(loss) by operating group are discussed below.

Operating income in the First Quarter of Fiscal 2021 exceeded the $30 million of
operating income in the First Quarter of Fiscal 2019 primarily due to higher
gross margin, lower SG&A and increased royalty income which offset the impact of
lower net sales. Operating income in Tommy Bahama, Lilly Pulitzer and Southern
Tide each increased from the First Quarter of Fiscal 2019, which was partially
offset by a higher operating loss in Corporate and Other and lower operating
income in Lanier Apparel.

Tommy Bahama:




                                            First Quarter
                                     Fiscal 2021      Fiscal 2020      $ Change     % Change
Net sales                           $     156,698    $      86,984    $   69,714        80.1 %
Gross profit                        $     101,533    $      51,680    $   49,853        96.5 %
Gross margin                                 64.8 %           59.4 %
Operating income (loss)             $      20,660    $    (23,362)    $   44,022          NM %
Operating income (loss) as % of
net sales                                    13.2 %         (26.9) %




The improved operating results for Tommy Bahama in the First Quarter of Fiscal
2021 were primarily due to higher sales and improved gross margin partially
offset by increased SG&A. The increased SG&A was primarily due to (1) $7 million
of increased employment costs, including $3 million of increased incentive
compensation, (2) $3 million of increased variable expenses related to higher
sales, including credit card transaction fees, supplies, commissions and other
expenses, and (3) $1 million of higher occupancy costs, primarily resulting from
increased costs for utilities, maintenance and related expenses as direct to
consumer locations were open for the full quarter in Fiscal 2021. These
increases were partially offset by (1) a $2 million decrease in advertising
expense, reflecting less spend on printed catalog advertising partially offset
by increased spend on digital advertising, (2) a $1 million decrease in
provisions for credit losses and (3) a $1 million decrease in depreciation
expense as the prior year included certain impairment charges related to retail
store locations.

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Lilly Pulitzer:




                                              First Quarter
                                       Fiscal 2021      Fiscal 2020      $ Change     % Change
Net sales                             $      73,576    $      49,149    $   24,427        49.7 %
Gross profit                          $      51,185    $      31,699    $   19,486        61.5 %
Gross margin                                   69.6 %           64.5 %
Operating income                      $      19,945    $       4,146    $   15,799       381.1 %
Operating income as % of net sales             27.1 %            8.4 %
Notable items included in amounts
above:
Amortization of Lilly Pulitzer
Signature Store intangible assets     $           -    $          68





The increased operating income for Lilly Pulitzer in the First Quarter of Fiscal
2021 was primarily due to higher sales and improved gross margin partially
offset by increased SG&A. The increased SG&A was primarily due to (1) $2 million
of increased employment costs, including $1 million of increased incentive
compensation, (2) $1 million of higher advertising expense, and (3) $1 million
of increased variable expenses related to higher sales, including credit card
transaction fees, supplies and other expenses. These increases were partially
offset by a $1 million decrease in provisions for credit losses.

Southern Tide:




                                            First Quarter
                                     Fiscal 2021      Fiscal 2020      $ Change     % Change
Net sales                           $      15,466    $       8,301    $    7,165        86.3 %
Gross profit                        $       8,238    $       1,539    $    6,699       435.3 %
Gross margin                                 53.3 %           18.5 %
Operating income (loss)             $       3,253    $    (63,366)    $   66,619          NM %
Operating income (loss) as % of
net sales                                    21.0 %        (763.4) %
Notable items included in
amounts above:
Amortization of Southern Tide
intangible assets                   $          72    $          72
Southern Tide goodwill and
intangible asset impairment
charge                              $           -    $      60,245




The improved operating results for Southern Tide in the First Quarter of Fiscal
2021 were primarily due to no impairment charges related to goodwill and
intangible assets in the First Quarter of Fiscal 2021 compared to $60 million of
impairment charges in the First Quarter of Fiscal 2020. Additionally, the
operating results of Southern Tide improved due to higher sales and higher gross
margin, partially offset by higher SG&A. The higher SG&A includes higher SG&A
associated with the Southern Tide retail store operations, incentive
compensation amounts and variable expenses partially offset by a decrease in
provisions for credit losses.

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Lanier Apparel:




                                                             First Quarter
                                                      Fiscal 2021      Fiscal 2020      $ Change      % Change
Net sales                                            $      12,019    $      10,725    $     1,294        12.1 %
Gross profit                                         $       4,294    $       2,847    $     1,447        50.8 %
Gross margin                                                  35.7 %           26.5 %

Operating income (loss)                              $         855    $     (2,637)    $     3,492          NM %
Operating income (loss) as % of net sales                      7.1 %         (24.6) %
Notable items included in amounts above:
Lanier Apparel exit charges in cost of goods sold    $         458    $    

-


Lanier Apparel exit charges in SG&A                  $         815    $    

-


Lanier Apparel intangible asset impairment charge    $           -    $    

    207




In the Third Quarter of Fiscal 2020, we decided to exit our Lanier Apparel
business. The exit of the Lanier Apparel business is expected to be completed
during the second half of Fiscal 2021. The improved operating results for Lanier
Apparel in the First Quarter of Fiscal 2021 were due to higher gross margin,
lower SG&A and higher sales. The lower SG&A includes reductions in almost all
SG&A categories as substantially all expenses for Lanier Apparel have been
reduced during the ongoing wind down phase of the business. These reductions in
costs were partially offset by $1 million of Lanier Apparel exit charges
included in SG&A which primarily consists of employee charges, including
severance and employee retention costs. The Lanier Apparel exit charges are
discussed in Note 7 in the unaudited condensed consolidated financial statements
included in this report.

Corporate and Other:




                                            First Quarter
                                     Fiscal 2021      Fiscal 2020     $ Change     % Change
Net sales                           $       8,003    $       5,184    $   2,819        54.4 %
Gross profit                        $       1,335    $       6,309    $ (4,974)          NM %
Operating loss                      $     (9,820)    $       (270)    $ (9,550)          NM %
Notable items included in
amounts above:
LIFO adjustments in Corporate
and Other                           $       3,065    $     (3,254)




The lower operating results for Corporate and Other were primarily due to the $6
million unfavorable impact of LIFO accounting resulting from a $3 million charge
in the First Quarter of Fiscal 2021 and a $3 million credit in the First Quarter
of Fiscal 2020. Additionally, Corporate and Other SG&A increased primarily due
to (1) increased incentive compensation expense of $3 million and (2) increased
SG&A associated with our smaller businesses included in Corporate and Other.
These items were partially offset by increased net sales in each of the
businesses included in Corporate and Other.

Interest expense, net




                                  First Quarter
                          Fiscal 2021       Fiscal 2020      $ Change     % Change
Interest expense, net    $         252     $         658    $    (406)      (61.7) %




The decreased interest expense in the First Quarter of Fiscal 2021 was primarily
due to the lack of debt outstanding in the First Quarter of Fiscal 2021, while
in the First Quarter of Fiscal 2020, we had debt outstanding in order to
maintain a certain level of cash on our balance sheet during the earlier stages
of the COVID-19 pandemic. The interest expense in the First Quarter of Fiscal
2021 primarily consists of unused line fees and amortization of deferred
financing fees associated with our $325 million Fourth Amended and Restated
Credit Agreement (as amended, the "U.S. Revolving Credit Agreement").

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Income tax (benefit) provision






                                          First Quarter
                                   Fiscal 2021      Fiscal 2020     $ Change     % Change
Income tax provision (benefit)    $       6,173    $    (19,363)    $  25,536          NM %
Effective tax rate                         17.8 %           22.5 %




The income tax expense in the First Quarter of Fiscal 2021 included the benefit
of a $2 million net reduction in uncertain tax positions resulting from the
settlement of those uncertain tax position amounts during the quarter as well as
other favorable items including the recognition of certain tax credit amounts,
the impact of restricted stock awards vesting at a price higher than the grant
date value, and the utilization of certain net operating loss carryforward
amounts in certain state and foreign jurisdictions. These favorable items were
partially offset by certain unfavorable permanent items which are not deductible
for income tax purposes. The net impact of these items results in a lower
effective tax rate than the more typical 25% to 26% annual effective tax rate of
Fiscal 2019 and Fiscal 2018.

The income tax benefit in the First Quarter of Fiscal 2020 included the benefit
of the operating losses that will be realized at a rate of 35% pursuant to the
CARES Act provision allowing the carryback of the Fiscal 2020 loss amounts to
pre-U.S. Tax Reform years, offset by (1) the non-deductibility of certain
impairment charges which resulted in an estimated effective tax rate of 17% on
the impairment charges, and (2) the impact of restricted stock awards vesting at
a price lower than the grant date value. Income tax expense is also discussed in
Note 5 in the unaudited condensed consolidated financial statements included in
this report.

Net earnings




                                                          First Quarter
                                                   Fiscal 2021      Fiscal 2020
Net sales                                         $     265,762    $     160,343
Operating income (loss)                           $      34,893    $    (85,489)
Net earnings (loss)                               $      28,468    $    (66,784)
Net earnings (loss) per diluted share             $        1.70    $      

(4.02)


Weighted average shares outstanding -- diluted           16,792           16,612




The improved earnings per share in the First Quarter of Fiscal 2021 are
primarily a result of (1) the absence of impairment charges related to goodwill
and intangible assets in the First Quarter of Fiscal 2021 after recognizing $60
million of impairment charges related to goodwill and intangible assets in the
First Quarter of Fiscal 2020, (2) improved operating results in each operating
group resulting from higher sales and higher gross margin partially offset by
higher SG&A and (3) a favorable effective tax rate in the First Quarter of
Fiscal 2021. These favorable items were partially offset by a larger operating
loss in Corporate and Other.

The earnings per share of $1.70 for the First Quarter of Fiscal 2021 is higher
than the earnings per share of $1.29 in the First Quarter of Fiscal 2019. The
higher earnings per share compared to the First Quarter of Fiscal 2019 are a
result of higher gross margin, lower SG&A, increased royalty income and a lower
effective tax rate partially offset by the impact of lower net sales.







              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 and other
brands. We distribute our products to our customers via direct to consumer and
wholesale channels of distribution. Our primary uses of cash flow include the
purchase of products in the operation of our business from third party contract

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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 periodic payment of interest and other payments related to our
financing arrangements. Additionally, we use cash for the funding of capital
expenditures, dividends and repayment of indebtedness. In the ordinary course of
business, we maintain certain levels of inventory, extend credit to our
wholesale customers and pay our operating expenses. Thus, we require a certain
amount of working capital to operate our business.

If cash inflows are less than cash outflows, we have access to amounts under our
U.S. Revolving Credit Agreement, subject to its terms, which is described below
and in our Fiscal 2020 Form 10-K. We may fund future cash requirements through
various methods, including cash on hand, cash flow from operations, borrowings
under our current or additional credit facilities, and sales of debt or equity
securities.

As of May 1, 2021, we had $92 million of cash and cash equivalents on hand, with
no borrowings outstanding under our U.S. Revolving Credit Agreement. As of May
1, 2021, under our U.S. Revolving Credit Agreement, we had $322 million of
unused availability, which includes the majority of our cash and cash
equivalents as eligible assets. We believe our future cash flow from operating
activities, cash on hand and borrowings under our U.S. Revolving Credit
Agreement will provide sufficient cash flow to satisfy our ongoing cash
requirements as well as ample opportunity to continue to invest in our brands,
direct to consumer initiatives and other strategic initiatives in both the

near
term and long term.

Key Liquidity Measures




                                May 1,       January 30,      May 2,       February 1,
($ in thousands)                 2021           2021           2020           2020
Total current assets           $ 308,739    $     258,316    $ 423,692    $     288,826
Total current liabilities      $ 225,090    $     196,252    $ 153,127    $     177,779
Working capital                $  83,649    $      62,064    $ 270,565    $     111,047
Working capital ratio               1.37             1.32         2.77             1.62

Debt to total capital ratio            - %              - %         32 %   

          - %




Our working capital ratio is calculated by dividing total current assets by
total current liabilities. Current assets as of May 1, 2021, decreased from
May 2, 2020 due to decreased cash, with higher cash at May 2, 2020 resulting
from the draw down of amounts from our U.S. Revolving Credit Agreement as a
precautionary measure due to COVID-19, and inventories partially offset by
increased receivables. Current liabilities as of May 1, 2021 increased from May
2, 2020 primarily due to higher accounts payable, accrued expenses and other
liabilities and accrued compensation partially offset by a decrease in current
portion of operating lease liabilities.

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.
There was no debt outstanding at May 1, 2021 and $208 million of debt
outstanding at May 2, 2020, while shareholders' equity was $428 million at
May 1, 2021 and $439 million at May 2, 2020. The decrease in debt since
May 2, 2020 was primarily due to the payment of all outstanding borrowings by
using cash on hand and cash flow generated by operating activities. Due to the
uncertainty associated with the COVID-19 pandemic, we borrowed a significant
amount of cash during Fiscal 2020 as a precautionary measure. Our debt levels
and ratio of debt to total capital in future periods may not be comparable to
historical amounts as we continue to assess, and possibly make changes to, our
capital structure. Changes in our capital structure in the future, if any, will
depend on prevailing market conditions, our liquidity requirements, contractual
restrictions, the ultimate impact of the COVID-19 pandemic 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 as of May 1, 2021 as compared to May 2,
2020.

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Current Assets:




                                              May 1,       January 30,      May 2,       February 1,
                                               2021           2021           2020           2020
Cash and cash equivalents                    $  92,086    $      66,013    $ 181,775    $      52,460
Receivables, net                                67,658           30,418       50,265           57,862
Inventories, net                               108,810          123,543      169,495          152,229
Income tax receivable                           17,830           17,975          790              862

Prepaid expenses and other current assets       22,355           20,367    

  21,367           25,413
Total current assets                         $ 308,739    $     258,316    $ 423,692    $     288,826




Cash and cash equivalents were $92 million as of May 1, 2021 compared to $182
million as of May 2, 2020. Due to the uncertainty associated with the COVID-19
pandemic, we borrowed a certain amount of cash during Fiscal 2020, including as
of May 2, 2020, as a precautionary measure. Subsequent to May 2, 2020, we repaid
all of our outstanding debt with cash on hand and cash flow generated from
operating activities. Any cash that is not used to repay amounts outstanding
under our U.S. Revolving Credit Agreement is generally invested in money market
investment accounts. The increase in receivables, net as of May 1, 2021 was
primarily due to (1) increased credit card receivables resulting from higher
direct to consumer transactions in the last week of the quarter, (2) higher
trade receivables resulting from higher wholesale sales during the quarter, (3)
a reduction in accounts receivable allowances, and (4) increased royalty
receivables.

Inventories, net, which is net of a $62 million LIFO reserve in the First
Quarter of Fiscal 2021 and a $63 million LIFO reserve in the First Quarter of
Fiscal 2020, decreased as of May 1, 2021 due to lower inventories in each
operating group, partially offset by increased inventory in Corporate and Other
due to the impact of LIFO accounting which requires the reversal of certain
inventory markdowns recognized in the operating groups. Tommy Bahama, Lilly
Pulitzer and Southern Tide each decreased inventories significantly due to
reduced inventory purchases for each seasonal buy subsequent to the onset of the
COVID-19 pandemic, cancellations of inventory purchases, and liquidation of
excess prior season inventory, as well as net sales in the First Quarter of
Fiscal 2021 exceeding our sales expectations. The decrease in inventory in
Lanier Apparel is due to ceasing substantially all manufacturing and sourcing of
inventory purchases during the COVID-19 pandemic and selling on hand inventory
as we exit the business during Fiscal 2021. Income tax receivable increased as
of May 1, 2021 due to the expected income tax receivable for the benefit of the
Fiscal 2020 operating losses, which we expect to carry back to offset prior

year
taxable income.

Non-current Assets:




                                May 1,       January 30,      May 2,       February 1,
                                 2021           2021           2020           2020

Property and equipment, net $ 157,553 $ 159,732 $ 188,568 $


    191,517
Intangible assets, net           155,967          156,187      157,015          175,005
Goodwill                          23,930           23,910       23,802           66,578
Operating lease assets           221,647          233,775      274,778          287,181
Other assets, net                 33,146           33,714       29,615           24,262
Total non-current assets       $ 592,243    $     607,318    $ 673,778    $     744,543




Property and equipment, net as of May 1, 2021 decreased primarily due to
depreciation expense and impairment charges for certain property and equipment
during the 12 months ended May 1, 2021, exceeding capital expenditures during
the same period. Operating lease assets as of May 1, 2021 decreased primarily
due to the recognition of amortization related to existing operating leases, the
termination or reduced term of certain operating leases and the impairment of
certain operating lease asset amounts exceeding the increased operating lease
assets associated with any new or extended operating lease agreements. The
increase in other assets, net was primarily due to an increase in investment in
unconsolidated entities due to the acquisition of a minority ownership interest
in two entities, and an increase in assets set aside for potential deferred
compensation obligations partially offset by a reduction in a non-current income
tax receivable related to Fiscal 2020 operating losses, which are classified as
a current income tax receivable as of May 1, 2021.

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Liabilities:




                                          May 1,       January 30,      May 2,       February 1,
                                           2021           2021           2020           2020
Total current liabilities                $ 225,090    $     196,252    $ 153,127    $     177,779
Long-term debt                                   -                -      207,618                -
Non-current portion of operating
lease liabilities                          226,358          239,963      271,810          291,886
Other non-current liabilities               21,270           23,691       17,101           18,566
Deferred income taxes                          363                -        9,119           16,540
Total liabilities                        $ 473,081    $     459,906    $ 658,775    $     504,771
Current liabilities increased as of May 1, 2021 primarily due to increases in
accounts payable, accrued expenses and other liabilities and accrued
compensation partially offset by a reduction in the current portion of operating
lease liabilities. The increase in accounts payable was primarily due to the
timing of payment of certain operating expenses, inventory purchases and other
payable items. The increase in accrued expenses and other liabilities was
primarily due to (1) expected direct to consumer inventory returns, (2) income
taxes payable, (3) sales tax payable, (4) royalties and advertising expense
amounts, and (5) duties payable. The increase in accrued compensation was
primarily due to a $10 million increase in accrued incentive compensation
amounts after the annual bonus program was suspended in Fiscal 2020, an increase
in accrued FICA amounts for deferred FICA payments allowable pursuant to the
CARES Act and increased accrued payroll as a significant number of our employees
were furloughed and not working as of May 2, 2020. The lower current portion of
operating lease liabilities was primarily due to the balance as of May 2, 2020
including certain rent amounts for April and May 2020, as the rent amounts had
not been paid as of May 2, 2020. The decrease in long-term debt since
May 2, 2020 was primarily due to payment of all outstanding debt amounts using
cash on hand and cash flow from operations. As of May 2, 2020, we had borrowed
debt to maintain certain amounts of cash on our balance sheet during the
COVID-19 pandemic.

Non-current portion of operating lease liabilities as of May 1, 2021 decreased
primarily due to the payment of operating lease liabilities, classification of
certain unpaid amounts while negotiating with landlords regarding operating
lease liabilities and reductions in liabilities related to the termination or
reduced term of certain operating leases exceeding operating lease liabilities
associated with any new or extended operating lease agreements. Deferred income
taxes decreased as of May 1, 2021 primarily due to timing differences associated
with inventories, other current liability amounts, accrued compensation amounts,
operating lease payable amounts and changes in return reserves partially offset
by timing differences associated with amortization of intangible assets and
depreciation.

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