| PART I |
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| Item 1. | Business | 2 |
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| Item 1A. | Risk Factors | 12 |
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| Item 1B. | Unresolved Staff Comments | 32 |
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| Item 1C. | Cybersecurity | 32 |
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| Item 2. | Properties | 33 |
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| Item 3. | Legal Proceedings | 34 |
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| Item 4. | Mine Safety Disclosures | 35 |
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| PART II |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 35 |
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| Item 6. | Reserved | 37 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 38 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 49 |
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| Item 8. | Financial Statements and Supplementary Data | 50 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 50 |
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| Item 9A. | Controls and Procedures | 50 |
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| Item 9B. | Other Information | 51 |
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| Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 51 |
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| PART III |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 52 |
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| Item 11. | Executive Compensation | 56 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 59 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 60 |
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| Item 14. | Principal Accountant Fees and Services | 61 |
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| PART IV |
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| Item 15. | Exhibits and Financial Statement Schedules | 62 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information, this Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward- looking terminology, including the terms “believe,” “estimate,” “project,” “aim,” “anticipate,” “expect,” “seek,” “predict,” “contemplate,” “continue,” “possible,” “intend,” “may,” “plan,” “forecast,” “future,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Annual Report on Form 10-K and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth strategies, the industry in which we operate and potential acquisitions. We derive many of our forward- looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this Annual Report on Form 10-K.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward- looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the stability of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report on Form 10-K. In addition, even if our results of operations, financial condition and liquidity and the development of the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report on Form 10-K, those results or developments may not be indicative of results or developments in subsequent periods.
Important factors that could cause our results to vary from expectations include, but are not limited to:
| ● | substantial doubt about the Company’s ability to continue as a going concern due to illiquidity issues; |
| ● | the potential for additional impairments of intangible assets; |
| ● | to resolve acquisition-related liabilities (Bailey44 and Harper & Jones); |
| ● | our lack of combined operating history; |
| ● | the impact of persistent inflation and its effect on our supply chain and inventory; |
| ● | the impact of a potentially moderate or severe economic recession; |
| ● | the highly fragmented and competitive nature of our industry; |
| ● | our ability to successfully locate and acquire companies in the apparel business, to obtain debt and/or equity financing for that purpose and to successfully integrate them into our business and manage our internal growth; |
| ● | loss of any of our executives and managers; |
| ● | quarterly variations in our operating results; |
| ● | our ability to attract and retain qualified employees while controlling labor costs; |
| ● | our ability to manage our working capital to facilitate our inventory management; |
| ● | disruptions in the manufacturing and supply chains; |
| ● | our ability to adapt our product offerings to changing preferences and consumer tastes; |
| ● | our exposure to claims relating to employment violations and workplace injuries; |
| ● | our exposure to claims arising from our acquired operations; |
| ● | the potential for asset impairments when we acquire businesses; |
| ● | disruptions in our information technology systems; |
| ● | restrictions imposed on our operations by our credit facility and by other indebtedness we may incur in the future; |
| ● | our ability to implement and maintain effective internal control over financial reporting; and |
| ● | additional factors discussed under the sections captioned “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” |
Other sections of this Annual Report on Form 10-K include additional factors that could adversely impact our business and financial performance. In light of these risks, uncertainties and assumptions, the forward-looking events described in this Annual Report on Form 10-K may not occur. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time, and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.
Estimates and forward-looking statements speak only as of the date they were made, and, except to the extent required by law, we undertake no obligation to update or to review any estimate and/or forward- looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. As a result of the risks and uncertainties described above, the estimates and forward-looking statements discussed in this Annual Report on Form 10-K might not occur and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, but not limited to, the factors mentioned above.
Because of these uncertainties, you should not place undue reliance on these forward-looking statements when making an investment decision.
