SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant To Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarterly period ended August 27, 1999
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OR
[ ] Transition Report Pursuant To Section 13 or 15(d)
of
The Securities Exchange Act of 1934
For the transition period from to
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Commission File Number 1-4365
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OXFORD INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Georgia 58-0831862
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
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(Address of principal executive offices)
(Zip Code)
(404) 659-2424
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Number of shares outstanding
Title of each class as of October 4, 1999
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Common Stock, $1 par value 7,720,967
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
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OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
QUARTERS ENDED AUGUST 27, 1999 AND AUGUST 28, 1998
(UNAUDITED)
Quarter Ended
--------------------------
$ in thousands except share and per August 27, August 28,
share amounts 1999 1998
- ------------------------- ---------- ------------
Net Sales $185,737 $198,606
-------- --------
Costs and Expenses:
Cost of goods sold 152,037 158,574
Selling, general
and administrative 25,168 29,502
Interest 880 749
-------- --------
178,085 188,825
-------- --------
Earnings Before Income Taxes 7,652 9,781
Income Taxes 2,908 3,815
-------- --------
Net Earnings $ 4,744 $ 5,966
======== ========
Basic Earnings Per Common Share $.60 $.68
======== ========
Diluted Earnings Per Common Share $.60 $.67
======== ========
Basic Number of Shares Outstanding 7,860,757 8,774,152
========= =========
Diluted Numbers of Shares Outstanding 7,938,368 8,924,269
========= ==========
Dividends Per Share $0.21 $0.20
====== ======
- -------------------------
See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
AUGUST 27, 1999, MAY 28, 1999 AND AUGUST 28, 1998
(UNAUDITED EXCEPT FOR MAY 28, 1999)
August 27, May 28, August 28,
$ in thousands 1999 1999 1998
- -------------- ------------ -------- -----------
Assets
- ------
Current Assets:
Cash $ 9,949 $ 11,077 $ 4,172
Receivables 118,425 114,706 126,546
Inventories:
Finished goods 92,234 92,195 100,739
Work in process 23,983 24,579 22,679
Fabric, trim & supplies 22,602 30,154 26,651
-------- -------- --------
138,819 146,928 150,069
Prepaid expenses 13,466 13,791 14,911
-------- -------- --------
Total Current Assets 280,659 286,502 295,698
Property, Plant and Equipment 37,012 37,347 36,125
Other Assets 11,289 11,473 4,403
-------- -------- --------
$328,960 $335,322 $336,226
======== ======== ========
Liabilities and Stockholders' Equity
- ------------------------------------
Current Liabilities:
Notes payable $ 42,500 $ 33,000 $ 46,500
Trade accounts payable 47,099 61,397 49,963
Accrued compensation 9,350 12,897 9,123
Other accrued expenses 25,785 22,429 18,822
Dividends payable 1,630 1,694 1,727
Income taxes 4,043 - 4,670
Current maturities of
long-term debt 271 351 446
-------- -------- --------
Total Current Liabilities 130,678 131,768 131,251
Long-Term Debt,
less current maturities 40,689 40,689 41,351
Non-Current Liabilities 4,500 4,500 4,500
Deferred Income Taxes 1,282 4,014 3,944
Stockholders' Equity:
Common stock 7,715 7,932 8,536
Additional paid-in capital 11,121 11,244 11,521
Retained earnings 132,975 135,175 135,123
-------- -------- --------
Total Stockholders' Equity 151,811 154,351 155,180
-------- -------- --------
Total Liabilities and Stockholders'
Equity $328,960 $335,322 $336,226
======== ======== ========
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See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
QUARTERS ENDED AUGUST 27, 1999 AND AUGUST 28, 1998
(UNAUDITED)
Quarter Ended
-----------------------------
August 27, August 28,
$ in thousands 1999 1998
- -------------- ------------ ------------
Cash Flows from Operating Activities:
- -------------------------------------
Net earnings $ 4,744 $ 5,966
Adjustments to reconcile net earnings to
net cash used in operating activities:
Depreciation and amortization 2,064 1,901
Gain on sale of property, plant
and equipment (56) (5)
Changes in working capital:
Receivables (3,719) (25,757)
Inventories 8,109 (3,361)
Prepaid expenses 325 (1,290)
Trade accounts payable (14,298) (7,142)
Accrued expenses and other current liabilities (191) (2,958)
Income taxes payable 4,043 4,670
Deferred income taxes (2,732) (127)
Other noncurrent assets (221) 15
Net cash flows used in -------- --------
operating activities (1,932) (28,088)
Cash Flows from Investing Activities:
- -------------------------------------
Purchase of property, plant and equipment (1,327) (2,224)
Proceeds from sale of property, plant and
and equipment 59 87
-------- --------
Net cash used in investing activities (1,268) (2,137)
Cash Flows from Financing Activities:
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Short-term borrowings 9,500 35,000
Payments on long-term debt (80) (80)
Proceeds from exercise of stock options 179 287
Purchase and retirement of common stock (5,853) (9,117)
Dividends on common stock (1,674) (1,762)
-------- --------
Net cash provided by financing activities 2,072 24,328
Net Change in Cash and Cash Equivalents (1,128) (5,897)
Cash and Cash Equivalents at Beginning of Period 11,077 10,069
-------- --------
Cash and Cash Equivalents at End of Period $ 9,949 $ 4,172
======== ========
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Cash paid for:
Interest, net $ 933 $ 818
Income taxes 33 (325)
See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERS ENDED AUGUST 27, 1999 AND AUGUST 28, 1998
(UNAUDITED)
1. The foregoing unaudited consolidated financial statements reflect
all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim periods. All
such adjustments are of a normal recurring nature. The results for
interim periods are not necessarily indicative of results to be
expected for the year.
2. The financial information presented herein should be read in
conjunction with the consolidated financial statements included in
the Registrant's Annual Report on Form 10-K for the fiscal year
ended May 28, 1999.
3. The Company is involved in certain legal matters primarily
arising in the normal course of business. In the opinion of
management, the Company's liability under any of these matters
would not materially affect its financial condition or results of
operations.
4. Oxford Industries, Inc adopted SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information",
which requires certain financial statement footnote
disclosure as to the Company's business segments, which are
the Oxford Shirt Group, Lanier Clothes, Oxford Slacks, the
Oxford Womenswear Group and corporate and other.
The Shirt Group operations encompass dress and sport shirts,
and a broad range of men's and boys' sportswear. Lanier
Clothes produces suits, sportcoats, suit separates and dress
slacks. Oxford Slacks is a producer of private label dress
and casual slacks and shorts. The Oxford Womenswear Group is
a producer of budget and moderate priced private label
women's apparel. Corporate and other includes the Company's
corporate offices, transportation and logistics and other
costs and services that are not allocated to operating
groups.
Oxford Industries, Inc
Segment Information
Quarters ended August 27, 1999 and August 28, 1998
(unaudited)
Oxford Oxford
Shirt Lanier Oxford Womenswear Corporate
$ in thousand Group Clothes Slacks Group and other Total
2000
Sales $61,305 $35,949 $23,327 $65,117 $39 $185,737
Depreciation and
amortization 579 439 264 547 235 2,064
Operating profit 4,768 2,451 1,253 2,662 (2,602) 8,532
Interest expense, net 880
Earnings before taxes 7,652
Assets 108,348 102,017 39,863 88,594 (9,862) 328,960
Purchase of property,
plant and equipment 672 191 248 88 128 1,327
1999
Sales $88,881 $43,856 $26,894 $38,536 $439 $198,606
Depreciation and
amortization 757 483 270 123 268 1,901
Operating profit 8,261 3,075 2,174 557 (3,537) 10,530
Interest expense, net 749
Earnings before taxes 9,781
Assets 161,135 107,138 44,875 46,900 (23,822) 336,226
Purchase of property,
plant and equipment 1,041 752 104 121 206 2,224
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth items in the Consolidated
Statements of Earnings as a percent of net sales and the
percentage change of those items as compared to the prior year.
FIRST QUARTER FIRST QUARTER
FY 2000 FY 1999 CHANGE
$000's % $000's % $000's %
------- ------ -------- ------- ------- ------
Net sales 185,737 100.0% 198,606 100.0% (12,869) -6.5%
Cost of goods sold 152,037 81.9% 158,574 79.8% (6,537) -4.1%
Gross profit 33,700 18.1% 40,032 20.2% (6,332) -15.8%
Selling,general & admin 25,168 13.6% 29,502 14.9% (4,334) -14.7%
Operating income 8,532 4.6% 10,530 5.3% (1,998) -19.0%
Interest 880 0.5% 749 0.4% 131 17.5%
Earnings before income 7,652 4.1% 9,781 4.9% (2,129) -21.8%
Income taxes 2,908 1.6% 3,815 1.9% (907) -23.8%
Net earnings 4,744 2.6% 5,966 3.0% (1,222) -20.5%
Effective with the Company's 1999 fiscal year, the Company
adopted Statement of Financial Accounting Standards No. 131
"Disclosures about Segments of an Enterprise and Related
Information", as disclosed in footnote 4. All data with respect
to the Company's specific segments included within "Management
Discussion and Analysis" is presented before applicable
intercompany eliminations.
FIRST QUARTER FIRST QUARTER
FY 2000 FY 1999 CHANGE
Net Sales
($ In thousands) $000's % $000's % $000's %
------ ------ ------- ----- ------ ------
Oxford Shirt Group 61,305 33.0% 88,881 44.8% (27,576) -31.0%
Lanier Clothes 35,949 19.4% 43,856 22.1% (7,907) -18.0%
Oxford Slacks 23,327 12.6% 26,894 13.5% (3,567) -13.3%
Oxford Womenswear Group 65,117 35.0% 38,536 19.4% 26,581 69.0%
Corporate and Other 39 0.0% 439 0.2% (400) -91.1%
------ ----- ------ ----- ------- ------
Total Net Sales 185,737 100.0% 198,606 100.0% (12,869) -6.5%
FIRST QUARTER FIRST QUARTER
FY 2000 FY 1999 CHANGE
Operating Income
($ In thousands) $000's %Sales $000's %Sales $000's %Sales
------ ------- ------ ------ ------ ------
Oxford Shirt Group 4,768 7.8% 8,261 9.3% (3,493) -42.3%
Lanier Clothes 2,451 6.8% 3,075 7.0% (624) -20.3%
Oxford Slacks 1,253 5.4% 2,174 8.1% (921) -42.4%
Oxford Womenswear Group 2,662 4.1% 557 1.4% 2,105 377.9%
Total Company
Net sales decreased 6.5% from the first quarter of the prior
year. Although unit sales increased 12.3%, a 16.7% decrease in
the average unit selling price contributed to the overall dollar
sales decline. The sales decrease was due primarily to the phase
out of Polo for Boys and lower than planned shipments of private
label apparel during the quarter.
Cost of goods sold increased to 81.9% of net sales in the
current quarter from 79.8% in the prior year. The shift in sales
mix caused by the loss of Polo with its higher gross margin and
the addition of Next Day with its lower gross margin was the
primary cause for the relative increase in cost of goods sold.
Gross margin was also negatively impacted by continued
underabsorbed costs on several offshore manufacturing start-ups
and plant expansions initiated last year. This underabsorption
is expected to diminish in subsequent quarters as these plants
emerge from the start-up phase and begin to contribute to
profitability.
Selling, general and administrative (S,G&A) decreased both
in absolute terms and as a percent of net sales. The decline is
attributed to the absence of Polo with its higher S,G&A expense
levels and the addition of Next Day with its lower S,G&A expense
levels.
Interest expense increased from 0.4% of net sales in the
prior year to 0.5% of net sales in the current year.
The Company's effective tax rate was 39.0% in the prior year
and 38.0% in the current year and does not differ significantly
from the Company's statutory rates.
Segment Results
Oxford Shirt Group
Sales for the Oxford Shirt Group decreased 31.0% to
$61,305,000 due primarily to the absence of the Polo for Boys
business. Average unit selling price declined 4.6% and unit
sales decreased 27.8%. Oxford Shirtings and Tommy Hilfiger Dress
Shirts posted sales declines. Tommy Hilfiger Golf had a sales
gain and OxSport and Ely & Walker were essentially flat.
Profitability was significantly impacted by the loss of Polo.
Operating profit declined 42.3% to $4,768,000 or 7.8% of net
sales. Underabsorbed manufacturing costs at the new plants in
Mexico and Honduras also contributed to the earnings shortfall.
Operating expenses declined both in absolute terms and as a
percentage of net sales.
Lanier Clothes
Lanier Clothes reported first quarter sales of $35,949,000
down 18.0% from last year's total of $43,856,000. For the group,
unit sales decreased 14.9% and the average unit selling price
decreased 3.7%. The sales decline was concentrated in the
private label divisions, particularly among the direct mail and
national chain customers. Branded sales were up, led by the
Nautica Tailored Clothing division. Group operating profit
declined 20.3% to $2,451,000 from $3,075,000 last year.
Operating expenses decreased but were a higher percentage of
sales due to the sales decline. Start-up costs for the new plant
in Honduras also hurt profitability. Operating margin declined
to 6.8% from 7.0% last year.
Oxford Slacks Group
Oxford Slacks posted a first quarter sales decline of
$3,567,000 or 13.3% to $23,327,000. This decline was the result
of an 11.0% decrease in the number of units shipped and a 2.5%
decrease in the average unit selling price. Weaknesses in the
Specialty Catalog, Young Men's and Mature Men's divisions were
responsible for the sales decline. Group operating profit
decreased by 42.4% to $1,253,000 for the quarter. Profitability
was negatively impacted by the sales decline and start-up
expenses for the new plant in the Dominican Republic. Operating
margin declined to 5.4% from 8.1% last year.
Oxford Womenswear Group
First quarter net sales for the Oxford Womenswear Group
increased 69.0% to $65,117,000. Unit sales increased 66.3% and
average unit selling price increased 1.6%. Though a majority of
the sales gain was attributable to the acquisition of Next Day
Apparel, sales excluding Next Day increased by 8.0% for the
quarter. The Sportswear Separates and Sportswear Collections
divisions posted sales gains. Group operating profit increased
377.9% to $2,662,000 or 4.1% of net sales. The group continues
to benefit from the leveraging of expenses over a higher sales
base.
FUTURE OPERATING RESULTS
Last year's record sales and earnings will make for another
difficult quarterly comparison. The Company expects second
quarter sales and earnings declines comparable to those in the
first quarter. The Company remains optimistic that more
favorable quarterly comparisons in the second half, beginning in
December, are achievable.
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
Operating activities used $1,932,000 in the first quarter of
the current year and $28,088,000 in the same period of the prior
year. The primary factors contributing to the change in the
amount of funds used was a smaller increase in receivables in the
current year, and a decrease in inventory in the current year
compared to a slight increase in the prior year offset by a
larger decrease in trade payables than in the prior year.
Investing Activities
Investing activities used $2,137,000 in the first quarter of
the prior year and $1,268,000 in the first quarter of the current
year. The change in investing activities was due to a slight
decrease in the purchase of property, plant and equipment.
Financing Activities
Financing activities generated $2,072,000 in the first
quarter of the current year and $24,328,000 in the comparable
period of the prior year. The primary factors contributing to
this change in the funds generated was a smaller increase in
short-term borrowing in the current year, slightly offset by
decreased amounts used to purchase and retire common stock.
On October 4, 1999 the Company's Board of Directors declared
a cash dividend of $0.21 per share, payable on November 27, 1999
to shareholders of record on November 15, 1999.
During the quarter, the Company purchased and retired
225,000 shares of the Company's common stock acquired in the open
market.
Working Capital
Working capital declined from $164,447,000 at the end of the
first quarter of the prior year to $154,734,000 at the end of the
1999 fiscal year and decreased to $149,981,000 at the end of the
first quarter of the current year. The ratio of current assets
to current liabilities was 2.3 at the end of the first quarter of
the prior year, 2.2 at the end of the 1999 fiscal year and 2.1 at
the end of the first quarter of the current year.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
The Company believes it has the ability to generate cash
and/or has available borrowing capacity to meet its foreseeable
needs. The sources of funds primarily include funds provided by
operations and both short-term and long-term borrowings. The
uses of funds primarily include working capital requirements,
capital expenditures, acquisitions, stock repurchases, dividends
and repayment of short-term and long-term debt. The Company
regularly utilizes committed bank lines of credit and other
uncommitted bank resources to meet working capital requirements.
On August 27, 1999 the Company had available for its use lines of
credit with several lenders aggregating $52,000,000. The Company
has agreed to pay commitment fees for these available lines of
credit. On August 27, 1999, $52,000,000 was in use under these
lines, of which $40,000,000 was long-term. In addition, the
Company has $226,500,000 in uncommitted lines of credit, of which
$128,500,000 is reserved exclusively for letters of credit. The
Company pays no commitment fees for these available lines of
credit. On August 27, 1999, $30,500,000 was in use under these
lines of credit. Maximum borrowings from all these sources
during the current year were $82,500,000 of which $40,000,000 was
long-term. The Company anticipates continued use and
availability of both committed and uncommitted resources as
working capital needs may require.
The Company considers possible acquisitions of apparel-
related businesses that are compatible with its long-term
strategies. The Company's Board of Directors has authorized the
Company to purchase shares of the Company's common stock on the
open market and in negotiated trades as conditions and
opportunities warrant. There are no present plans to sell
securities (other than through employee stock option plans and
other employee benefits) or enter into off-balance sheet
financing arrangements.
YEAR 2000 UPDATE
The Company is continuing to assess the effects of the Year
2000 issue on its information systems. The Year 2000 issue,
which is common to most businesses, concerns the inability of
information systems to properly recognize and process dates and
date sensitive information on and beyond January 1, 2000. In
1996, the Company began a Company-wide assessment of the
vulnerability of its systems to the Year 2000 issue. Based on
such assessment, the Company has developed a Year 2000 compliance
plan, under which all primary information systems have been
tested, and non-compliant software or technology has been
modified or replaced. The Company is continuing to survey the
Year 2000 compliance status and compatibility of customers and
suppliers systems which interface with the Company's systems or
could otherwise impact the Company's operations. (As the Company
adds new customers and suppliers constantly, this portion of the
review will be on-going.) The company also continues to
evaluate, test, or replace all secondary systems (e.g. alarm
systems, computer controlled equipment).
While the Company currently believes it will be able to
modify or replace all affected systems in ample time to minimize
any detrimental effects on its operations, failure to do so, or
the failure of the Company's major customers and suppliers to
modify or replace their affected systems, could have a material
adverse impact on the Company's results of operations, liquidity
or consolidated financial positions in the future. The most
reasonably likely worst case scenario of failure by the Company
or its customers or suppliers to resolve the Year 2000 issue
would be a temporary slow down or cessation of manufacturing
operations at one or more of the Company's facilities and a
temporary inability on the part of the Company to timely process
orders and billings and to deliver finished product to customers.
The Company is considering various contingency options, including
identification of alternate suppliers, vendors and service
providers, and manual alternatives to systems operation, which
will allow the Company to minimize the risks of any unresolved
Year 2000 problems on its operations, and to minimize the effect
of any unforeseen Year 2000 failures. The Company currently
estimates the incremental cost of the work needed to resolve the
Year 2000 issue, since the inception of the project in 1996 to
its completion, to be approximately $1,600,000. These costs are
being expensed as incurred.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
Certain statements included herein contain forward-looking
statements with respect to anticipated future results, which are
subject to risks and uncertainties that could cause actual
results to differ materially from anticipated results. These
risks and uncertainties include, but are not limited to, general
economic and apparel business conditions, continued retailer and
consumer acceptance of Company products, and global manufacturing
costs.
ADDITIONAL INFORMATION
For additional information concerning the Company's
operations, cash flows, liquidity and capital resources, this
analysis should be read in conjunction with the Consolidated
Financial Statements and the Notes to Consolidated Financial
Statements contained in the Company's Annual Report for the
fiscal year ended May 28, 1999.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
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(a) Exhibits.
---------
10(i) Note Agreement between the Company and SunTrust of
Georgia dated August 23, 1999 covering the Company's
long term note due February 19, 2001.
27 Financial Data Schedule.
(b) Reports on Form 8-K.
--------------------
The Registrant did not file any reports on Form 8-K during
the quarter ended August 27, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
OXFORD INDUSTRIES, INC.
-----------------------
(Registrant)
/s/Ben B. Blount, Jr.
--------------------------
Date: October 7, 1999 Ben B. Blount, Jr.
--------------- Chief Financial Officer
EXHIBIT 10(i)
SunTrust
Single Payment Note
(Nondisclosure)
Single Disbursement Note
Multiple Disbursement Master Note
X Multiple Disbursement Revolving Note
(For Explanation See Reverse Side)
Date August 23, 1999
The "Bank' referred to in this Note is SunTrust Bank,
Atlanta, Center Code 904 One Park Place, N.E., Atlanta,
Georgia 30303.
546 days after date, the obligor
promises to pay to the order of Bank the principal sum
of $ 40,000,000.00. The obligor will also pay
interest upon the unpaid principal balance from date
until maturity at the Note Rate specified below.
Interest payments will
be due on DAILY OR END OF INTEREST PERIOD and upon
maturity. Should the obligor fail for any reason to pay
this note in full on the maturity date or on the date
of acceleration of payment, the obligor further promises
to pay (a) interest on the unpaid amount from such date
until the date of final payment at a Default Rate equal
to the Note Rate plus 4%, and (b) a late fee equal to
five percent (5%) of any amount that remains wholly or
partially unpaid for more than fifteen (15) days after
such amount was due and payable, not to exceed the sum
of fifty dollars ($50.00). Should legal action or an
attorney at law be utilized to collect any amount due
hereunder, the obligor further promises to pay all costs
of collection, including 15% of such unpaid amount as
attorneys' fees. All amounts due hereunder may be paid
at any office of Bank.
The Note Rate hereon shall be TO BE DETERMINED
----------------
If not stated above, the Note Rate in effect on the
date this note is executed is _______%
The amount of interest accruing and payable
hereunder shall be calculated by multiplying the
principal balance outstanding each day by 1/360th of
the Note Rate on such day and adding together the daily
interest amounts. The principal balance of this note
shall conclusively be deemed to be the unpaid principal
balance appearing on the Bank's records unless such
records are manifestly in error.
As security for the payment of this and any
other liability of any obligor to the holder, direct or
contingent, irrespective of the nature of such
liability or the time it arises, each obligor hereby
grants a security interest to the holder in all property
of such obligor in or coming into the possession,
control or custody of the holder, or in which the holder
has or hereafter acquires a lien, security interest, or
other right. Upon default, holder may, without notice,
immediately take possession of and then sell or
otherwise dispose of the collateral, signing any
necessary documents as obligor's attorney in fact, and
apply the proceeds against any liability of obligor to
holder. Upon demand, each obligor will furnish such
additional collateral, and execute any appropriate
documents related thereto, deemed necessary by the
holder for its security. Each obligor further authorizes
the holder, without notice, to set-off any deposit or
account and apply any indebtedness due or to become due
from the holder to the obligor in satisfaction of any
liability described in this paragraph, whether or not
matured. The holder may, without notice, transfer or
register any property constituting security for this
note into its or its nominee name with or without any
indication of its security interest therein.
This note shall immediately mature and become
due and payable, without notice or demand, upon the
filing of any petition or the commencement of any
proceeding by any Debtor for relief under bankruptcy or
insolvency laws, or any law relating to the relief of
debtors, readjustment of indebtedness, debtor
reorganization, or composition or extension of debt.
Furthermore, this note shall, at the option of the
holder, immediately mature and become due and payable,
without notice or demand, upon the happening of any one
or more of the following events: (1) nonpayment on the
due date of any amount due hereunder; (2) failure of
any Debtor to perform any other obligation to the
holder; (3) failure of any Debtor to pay when due any
amount owed another creditor under a written agreement
calling for the payment of money; (4) the death or
declaration of incompetence of any Debtor; (5) a
reasonable belief on the part of the holder that any
Debtor is unable to pay his obligations when due or is
otherwise insolvent; (6) the filing of any petition or
the commencement of any proceeding against any Debtor
for relief under bankruptcy or insolvency laws, or any
law relating to the relief of debtors, readjustment of
indebtedness, debtor reorganization, or composition or
extension of debt, which petition or proceeding is not
dismissed within 60 days of the date of filing thereof;
(7) the suspension of the transaction of the usual
business of any Debtor, or the dissolution, liquidation
or transfer to another party of a significant portion
of the assets of' any Debtor; (8) a reasonable belief on
the part of the holder that any Debtor has made a
false representation or warranty in connection with any
loan by or other transaction with any lender, lessor or
other creditor; (9) the issuance or filing of any levy,
attachment, garnishment, or lien against the property of
any Debtor which is not discharged within 15 days;
(10) the failure of any Debtor to satisfy immediately
any final judgment, penalty or fine imposed by a court
or administrative agency of any government; (11 )
failure of any Debtor, after demand, to furnish
financial information or to permit inspection of any
books or records; (12) any other act or circumstance
leading the holder to deem itself insecure.
The failure or forbearance of the holder to
exercise any right hereunder, or otherwise granted by
law or another agreement, shall not affect or release
the liability of any obligor, and shall not constitute a
waiver of such right unless so stated by the holder in
writing. The holder may enforce its rights against any
Debtor or any property securing this note without
enforcing its rights against any other Debtor, property,
or indebtedness due or to become due to any Debtor.
Each obligor agrees that the holder shall have no
responsibility for the collection or protection of any
property securing this note, and expressly consents
that the holder may from time to time, without notice,
extend the time for payment of this note, or any part
thereof, waive its rights with respect to any property
or indebtedness, and release any other Debtor from
liability, without releasing such obligor from any
liability to the holder. This note is governed By
Georgia law.
The term "obligor" means any party or other
person signing this note, whether as maker, endorser or
otherwise. The term "Prime Rate", if used herein,
shall mean that rate of interest designated by Bank from
time to time as its "Prime Rate" which rate is not
necessarily the Bank's best rate. Each obligor agrees
to be both jointly and severally liable hereon. The term
"holder" means Bank and any subsequent transferee or
endorsee hereof. The term "Debtor" means any obligor
or any guarantor of this note. The principal of this
note will be disbursed in accordance with the
disbursement provision identified above and further
described in the additional provisions set forth on the
reverse side hereof which are incorporated herein by
this reference.
PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY
EACH OBLIGOR
ADDRESS
222 PIEDMONT AVENUE, N.E.
ATLANTA, GEORGIA 30308
NAME:/S/ JIM WOLD
OXFORD INDUSTRIES, INC.
NAME:
Credit To
February 19, 2001 904
Maturity Date Treasurer Check Number Center Code
Account Number Renewal Increase Reduction Officer Name Officer Number
/S/Laura Kahn 91300
WHITE: Bank Copy YELLOW: Customer Copy PINK: File
Copy
1984, 1987, SunTrust Banks of Georgia, Inc.
900362 (9/95)
5
1,000
3-MOS
JUN-03-2000
AUG-27-1999
9,949
0
121,964
3,539
138,819
280,659
112,589
75,577
328,960
130,678
0
0
0
7,715
144,096
328,960
185,737
185,737
152,037
152,037
25,168
0
880
7,652
2,908
4,744
0
0
0
4,744
.60
.60
EXHIBIT 99
INDEX OF EXHIBITS
INCLUDED HERIN, FORM 10-Q
AUGUST 27, 1999
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- -----------------------------------------------------------------
- --
10(i) Note Agreement between the Company and Suntrust
of Georgia dated August 23, 1999 covering the
Company's long term note due February 19, 2001 13-15
27 Financial Data Schedule 16