OXFORD INDUSTRIES, INC.
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
June 1, 2007
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to
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Commission File Number: 1-4365
OXFORD INDUSTRIES,
INC.
(Exact name of registrant as
specified in its charter)
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Georgia
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58-0831862
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(State or other jurisdiction
of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
(Address of principal executive
offices) (Zip Code)
Registrants telephone number, including area code:
(404) 659-2424
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $1 par value
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the
Act:
NONE
Indicate by check mark if the registrant is a well-known
seasoned issuer as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filed or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act.
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Large
accelerated filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act). Yes o No þ
As of December 1, 2006, the aggregate market value of the
voting stock held by non-affiliates of the registrant (based
upon the closing price for the common stock on the New York
Stock Exchange on that date) was approximately $782,910,464. For
purposes of this calculation only, shares of voting stock
directly and indirectly attributable to executive officers,
directors and holders of 10% or more of the registrants
voting stock (based on Schedule 13G filings made as of or
prior to December 1, 2006) are excluded. This
determination of affiliate status and the calculation of the
shares held by any such person are not necessarily conclusive
determinations for other purposes. There are no non-voting
shares of the registrant.
Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest
practicable date.
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Name of Each Exchange
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Number of Shares Outstanding
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Title of Each Class
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on Which Registered
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as of July 27, 2007
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Common Stock, $1 par value
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New York Stock Exchange
Documents Incorporated by Reference
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17,869,350
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Portions of our definitive proxy statement to be filed with the
Securities and Exchange Commission pursuant to
Regulation 14A relating to the Annual Meeting of
Shareholders of Oxford Industries, Inc. to be held on
October 9, 2007, are incorporated by reference in
Part III of this
Form 10-K.
We intend to file such proxy statement with the Securities and
Exchange Commission not later than 120 days after our
fiscal year ended June 1, 2007.
CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Our Securities and Exchange Commission filings and public
announcements often include forward-looking statements about
future events. Generally, the words believe,
expect, intend, estimate,
anticipate, project, will
and similar expressions identify forward-looking statements,
which generally are not historical in nature. We intend for all
such forward-looking statements contained herein, the entire
contents of our website, and all subsequent written and oral
forward-looking statements attributable to us or persons acting
on our behalf, to be covered by the safe harbor provisions for
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and the provisions of
Section 27A of the Securities Act of 1933 (which Sections
were adopted as part of the Private Securities Litigation Reform
Act of 1995). Important assumptions relating to these
forward-looking statements include, among others, assumptions
regarding demand for our products, expected pricing levels, raw
material costs, the timing and cost of planned capital
expenditures, expected outcomes of pending litigation and
regulatory actions, competitive conditions, general economic
conditions and expected synergies in connection with
acquisitions and joint ventures. Forward-looking statements
reflect our current expectations, based on currently available
information, and are not guarantees of performance. Although we
believe that the expectations reflected in such forward-looking
statements are reasonable, these expectations could prove
inaccurate as such statements involve risks and uncertainties,
many of which are beyond our ability to control or predict.
Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or
projected. Important factors relating to these risks and
uncertainties include, but are not limited to, those described
in Part I, Item 1A. Risk Factors and elsewhere in this
report and those described from time to time in our future
reports filed with the Securities and Exchange Commission.
We caution that one should not place undue reliance on
forward-looking statements, which speak only as of the date this
report is filed with the Securities and Exchange Commission. We
disclaim any intention, obligation or duty to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
DEFINITIONS
As used in this report, unless the context requires otherwise,
our, us and we mean Oxford
Industries, Inc. and its consolidated subsidiaries. Also, the
terms FASB, SFAS and SEC
mean the Financial Accounting Standards Board, Statement of
Financial Accounting Standards and the U.S. Securities and
Exchange Commission, respectively. Additionally, the terms
listed below reflect the respective period noted:
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Fiscal 2008
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52 weeks ending May 30, 2008
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Fiscal 2007
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52 weeks ended June 1, 2007
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Fiscal 2006
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52 weeks ended June 2, 2006
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Fiscal 2005
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53 weeks ended June 3, 2005
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Fiscal 2004
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52 weeks ended May 28, 2004
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Fiscal 2003
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52 weeks ended May 30, 2003
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Fourth quarter fiscal 2007
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13 weeks ended June 1, 2007
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Third quarter fiscal 2007
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13 weeks ended March 2, 2007
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Second quarter fiscal 2007
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13 weeks ended December 1, 2006
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First quarter fiscal 2007
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13 weeks ended September 1, 2006
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Fourth quarter fiscal 2006
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13 weeks ended June 2, 2006
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Third quarter fiscal 2006
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13 weeks ended March 3, 2006
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Second quarter fiscal 2006
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13 weeks ended December 2, 2005
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First quarter ended fiscal 2006
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13 weeks ended September 2, 2005
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3
PART I
BUSINESS
AND PRODUCTS
Overview
We are an international apparel design, sourcing and marketing
company that features a diverse portfolio of owned and licensed
lifestyle brands, company-owned retail operations, and a
collection of private label apparel businesses. Originally
founded in 1942 as a Georgia corporation, we have undergone a
transformation in recent years as we migrated from our
historical domestic manufacturing roots towards a focus on
designing, sourcing and marketing apparel products bearing
prominent trademarks owned by us. During fiscal 2007,
approximately 59% of our net sales were from brands owned by us
compared to approximately 2% of our net sales being from owned
brands in fiscal 2002.
A key component of our business strategy is to develop and
market compelling lifestyle brands and products that are
fashion right and evoke a strong emotional response
from our target consumers. As part of this strategy, we strive
to exploit the potential of our existing brands and products
domestically and internationally and, as suitable opportunities
arise, to acquire additional lifestyle brands that we believe
fit within our business model. 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, such as the Tommy
Bahama®
and Ben
Sherman®
brands. We believe that by generating an emotional connection
with our target consumer, lifestyle brands can command higher
price points at retail, resulting in higher profits. We also
believe a successful lifestyle brand can provide opportunities
for branded retail operations as well as licensing ventures in
product categories beyond our core apparel business.
Our strategy of emphasizing branded apparel products rather than
private label products is driven in part by the continued
consolidation in the retail industry and the increasing
concentration of apparel manufacturing in a relatively limited
number of offshore markets, two trends we believe are making the
private label business generally more competitively challenging.
As we embarked on our brand-focused business strategy, the first
major step was our acquisition of the Tommy Bahama brand and
operations in June 2003. Then, in July 2004, we acquired the Ben
Sherman brand and operations. In June 2006, another significant
step in this transition occurred with the divestiture of our
former Womenswear Group operations which produced private label
womens sportswear, primarily for mass merchants.
We distribute our products through several wholesale
distribution channels including national chains, department
stores, mass merchants, specialty stores, specialty catalog
retailers and Internet retailers. Other than our Ben Sherman
operations in the United Kingdom, substantially all of our net
sales are to customers located in the United States. Our largest
customer, Macys Inc. (formerly known Federated Department
Stores, Inc.) represented 10% of our consolidated net sales in
fiscal 2007. We also operate retail stores, restaurants and
Internet websites for some of our brands.
In connection with the close of fiscal 2007, we reassessed and
changed our operating groups for reporting purposes. All prior
period amounts included in this report have been restated to
reflect the revised operating groups. Our four operating groups
for reporting purposes consist of:
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Tommy Bahama;
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Ben Sherman;
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Lanier Clothes; and
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Oxford Apparel
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Generally, each operating group is differentiated by its own
distinctive brands or products, product styling, pricing
strategies, distribution channels and target consumers. Each
operating group is managed to maximize the return on capital
invested and to develop its brands and operations within the
operating group in coordination with our overall strategic plans.
4
We believe maintaining and growing our owned and licensed brands
are critical to our success. Our owned brands include the
following:
Tommy
Bahama®
Indigo
Palms®
Island
Soft®
Arnold
Brant®
Billy
London®
Ben
Sherman®
Nickelson®
Oxford
Golf®
Solitude®
Wedge®
Ely®
Cattleman®
Cumberland
Outfitters®
Kona
Windtm
Tranquility
Baytm
We hold licenses to produce and sell certain categories of
apparel and footwear products under the following brands:
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Nautica®
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Dockers®
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Geoffrey
Beene®
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Kenneth
Cole®
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Oscar de la
Renta®
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Evisu®
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Tommy
Hilfiger®
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O
Oscartm
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United States Polo
Association®
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Lanier Clothes and Oxford Apparel also sell private label
products, which comprised approximately 27% of our consolidated
net sales in fiscal 2007. We consider private label
sales to be sales of products exclusively to one customer under
a brand name that is owned or licensed by our retail customer
and not owned by us.
We operate in highly competitive domestic and international
markets in which numerous U.S-based and foreign apparel firms
compete. Our operations are subject to certain risks, many of
which are beyond our ability to control or predict. Important
factors relating to these risks include, but are not limited to,
those described in Part I, Item 1A. Risk Factors.
5
Operating
Groups
Our business is operated through four operating groups: Tommy
Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. We
identify our operating groups based on the way our management
organizes the components of our business for purposes of
allocating resources and assessing performance. In connection
with the close of fiscal 2007 and due in part to changes in our
management reporting structure, we reassessed and changed our
operating groups for reporting purposes. Leaders of the
operating groups report directly to our Chief Executive Officer.
The information below presents certain recent financial
information about our operating groups (in thousands). All
amounts presented below for previous periods have been restated
to reflect the revised operating groups.
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Fiscal 2007
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Fiscal 2006
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Fiscal 2005
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Net Sales
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Tommy Bahama
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$
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465,121
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$
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409,141
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$
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399,658
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Ben Sherman
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156,773
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166,606
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154,105
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Lanier Clothes
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165,159
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180,411
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173,168
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Oxford Apparel
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339,309
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352,932
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329,333
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Corporate and Other
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2,545
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26
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523
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Total
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$
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1,128,907
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$
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1,109,116
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$
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1,056,787
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Operating Income
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Tommy Bahama
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$
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81,533
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$
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71,522
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$
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54,128
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Ben Sherman
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8,372
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10,329
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22,305
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Lanier Clothes
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4,238
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17,422
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21,376
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Oxford Apparel
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22,749
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14,556
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14,556
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Corporate and Other
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(16,045
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(15,713
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(20,091
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Total
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$
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100,847
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$
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98,116
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$
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92,274
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June 1, 2007
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June 2, 2006
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Assets
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Tommy Bahama
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$
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469,414
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$
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423,376
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Ben Sherman
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223,779
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212,230
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Lanier Clothes
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95,184
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74,375
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Oxford Apparel
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96,627
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112,325
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Corporate and Other
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23,734
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4,074
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Womenswear (discontinued)
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59,215
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Total
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$
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908,738
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$
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885,595
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Corporate and Other is a reconciling category for reporting
purposes and includes our corporate offices, substantially all
financing activities, LIFO inventory accounting adjustments and
other costs that are not allocated to our operating groups.
As discussed in Note 1 of our consolidated financial
statements included in this report, we sold the operations of
the Womenswear Group in June 2006. The Womenswear Group produced
private label womens sportswear separates, coordinated
sportswear, outerwear, dresses and swimwear primarily for mass
merchants. For more details on each of our operating groups, see
Note 10 of our consolidated financial statements and
Part II, Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations, both
included in this report. For financial information about
geographic areas, see Note 10 of our consolidated financial
statements, included in this report.
6
Tommy
Bahama
Tommy Bahama designs, sources and markets mens and
womens sportswear and related products that are intended
to define casually elegant living consistent with Tommy
Bahamas aspirational lifestyle brands. Tommy Bahamas
products can be found in our own retail stores as well as
certain department stores and independent specialty stores
throughout the United States. The target consumers of Tommy
Bahama are affluent 35 and older men and women who embrace a
relaxed and casual approach to daily living. Most of the apparel
products offered by Tommy Bahama are intended to be suitable for
both casual and professional environments.
Trademarks
Tommy Bahamas brands include the following:
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Tommy Bahama, an aspirational lifestyle brand that is intended
to define elegant island living with mens and womens
sportswear, swimwear and accessories.
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Indigo Palms, which features a collection of denim-related
sportswear designed to reflect an island attitude targeted to
appeal to a sophisticated, quality conscious consumer. The
marketing strategy for Indigo Palms includes offering fine
fabrics, treatments and styling in apparel products intended to
be luxurious yet casual.
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Island Soft, which takes a sophisticated, fashion-minded
approach to sportswear. We believe Island Soft offers a more
dressed up alternative to the original Tommy Bahama
collection, featuring a group of innovative jacket/blazer
hybrids, as well as trousers, shirts, sweaters and outerwear.
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Tommy Bahama
Relaxtm,
which was introduced in fiscal 2006 as a more casual complement
to the Tommy Bahama brand and features cotton and linen based
backyard and poolside attire.
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Tommy Bahama Golf
18tm,
which was launched in fiscal 2006 and brings a tropical take to
mens and womens golfwear featuring high-tech fabrics
and performance features.
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A key component of our Tommy Bahama marketing strategy is to
operate our own retail stores, which we believe permits us to
develop and build brand awareness by presenting our products and
brands in a setting specifically designed to evoke the lifestyle
on which they are based, as further discussed below. The
marketing of our Tommy Bahama brands also uses print, moving
media, promotional programs, and tradeshow initiatives. We also
provide point-of-sale materials and signage to our wholesale
customers to enhance the presentation of our Tommy Bahama
products at their retail locations. We employ a cooperative
advertising program with certain of our Tommy Bahama wholesale
customers.
Design,
Sourcing and Distribution
We believe the quality and design of Tommy Bahama products are
critical to the continued success of the Tommy Bahama brands.
Tommy Bahama products are designed by brand specific teams who
focus on the target consumer. The design process considers
feedback from buyers, consumers, and sales agents along with
market trend research. Our Tommy Bahama apparel products
generally incorporate fine fabrics made of silk, linen, tencel
or cotton, or blends including one or more of these fiber types.
We utilize a third party buying agent located in Hong Kong to
manage the production and sourcing of the substantial majority
of our Tommy Bahama products. Through this buying agent we
utilize approximately 60 suppliers, substantially all of
which are located in China, to manufacture our Tommy Bahama
products on an
order-by-order
basis. The largest ten suppliers of Tommy Bahama products
provided 72% of the products acquired during fiscal 2007.
Substantially all Tommy Bahama products purchased by us were
package purchases. Package purchases are purchases
of finished products including all raw materials and cut, sew
and finish labor. We do not take ownership of package purchases
until the goods are shipped. The use of third party producers
enables us to reduce working capital related to
work-in-process
inventories.
7
We ship Tommy Bahama products to our wholesale customers and our
own retail stores from our distribution center located in
Auburn, Washington. We seek to maintain sufficient levels of
Tommy Bahama inventory at the distribution center to support
programs for pre-booked orders and planned sales volume.
Wholesale
Operations
We believe that the integrity and continued success of the Tommy
Bahama brands are dependent in part upon careful selection of
the retailers through whom Tommy Bahama products are sold. Part
of our strategy is to control the distribution of our Tommy
Bahama products in a manner intended to protect and grow the
value of the brands. During fiscal 2007, approximately 50% of
Tommy Bahamas sales were to wholesale customers.
Approximately 15% of Tommy Bahamas net sales were to Tommy
Bahamas largest customer, Nordstrom, Inc.
We maintain Tommy Bahama apparel sales offices and showrooms in
several locations, including New York and Seattle. Our Tommy
Bahama wholesale operations employ a sales force consisting of
independent commissioned sales representatives.
Licensing
Operations
We believe licensing is an attractive business opportunity for
the Tommy Bahama brands. Once a brand is established, licensing
requires modest additional capital investment but can yield high
margin income. It also affords the opportunity to enhance
overall brand awareness and exposure. In evaluating a licensee
for Tommy Bahama, we typically consider the candidates
experience, financial stability, sourcing expertise and
marketing ability. We also evaluate the marketability and
compatibility of the proposed licensed products with other Tommy
Bahama products.
Our agreements with Tommy Bahama licensees are for specific
geographic areas and expire at various dates in the future, with
certain renewal options in many cases. Generally, the agreements
require minimum royalty payments as well as royalty and
advertising payments based on specified percentages of the
licensees net sales of the licensed products. Our license
agreements generally provide us the right to approve all
products, advertising and proposed channels of distribution.
Third party license arrangements for our Tommy Bahama products
include the following product categories:
Bedding and bath accessories
Mens and womens watches
Mens and womens eyewear
Mens and womens fragrance
Mens and womens neckwear
Mens and womens shoes, belts and socks
Table top accessories
Rum
Wallcoverings
Rugs
Ceiling fans
Indoor furniture
Outdoor furniture
Umbrellas
Luggage
Retail
Operations
Our retail strategy for Tommy Bahama involves locating stores in
upscale malls, lifestyle centers and resort destinations.
Generally, we seek malls and shopping areas with high profile or
luxury consumer brands. Our retail stores carry a wide range of
merchandise, including apparel, footwear, home products and
accessories, all presented in an island inspired atmosphere
designed to be comfortable, yet distinct from the typical retail
layout.
Our Tommy Bahama full price retail stores allow us the
opportunity to present the brands full line of current
season products, including licensed products. We believe these
retail stores provide high visibility of the Tommy Bahama brands
and products and also enable us to stay close to the needs and
preferences of our
8
consumers. We believe our presentation of products and our
strategy to limit promotional sales in our Tommy Bahama retail
stores are good for our brand and, in turn, enhance business
with our wholesale customers. Our Tommy Bahama outlet stores
serve an important role in overall inventory management by
allowing us to sell discontinued and out-of-season products at
better prices than are otherwise available from outside parties,
while helping us to protect the integrity of the Tommy Bahama
brands through controlled distribution.
Certain of our retail stores are integrated with a Tommy Bahama
restaurant, a configuration we refer to as a
compound.
The table below provides additional information regarding Tommy
Bahama retail stores as of June 1, 2007.
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Number
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Average
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of Stores
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Square Feet
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Compounds
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9
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10,200
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(1)
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Full Price Stores
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52
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3,600
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Outlet Stores
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7
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6,400
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Licensed Stores(2)
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6
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2,800
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Total
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74
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(1) |
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Includes average retail space and restaurant space of 3,900 and
6,300 square feet, respectively. |
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(2) |
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Includes stores operated outside the United States under the
name Tommy Bahama by third parties pursuant to license
agreements with us. |
During fiscal 2007, approximately 50% of Tommy Bahamas net
sales were from our retail store operations, which includes
retail store and restaurant sales. For our Tommy Bahama stores
open during the entire year of fiscal 2007, excluding outlet
stores, restaurant sales and licensed stores, sales per square
foot were approximately $770.
During fiscal 2008, we anticipate opening an additional five to
ten Tommy Bahama retail stores, after opening nine stores in
fiscal 2007. The operation of retail stores and compounds
requires a greater amount of capital investment than wholesale
operations. Based on our build-out costs for Tommy Bahama retail
stores and compounds recently completed, we estimate we spend
approximately $1.1 million and $5.9 million in
connection with the build-out of each retail store and compound,
respectively. Often, the landlord provides certain incentives to
fund a portion of these capital expenditures.
To further expand the direct-to-consumer approach of our Tommy
Bahama retail stores, we plan to launch ecommerce functionality
on the tommybahama.com website during the second quarter of
fiscal 2008 to allow consumers the ability to buy Tommy Bahama
products directly from us via the Internet.
Ben
Sherman
Ben Sherman is a London-based designer, marketer and distributor
of branded sportswear and footwear. Ben Sherman was established
in 1963 as an edgy, young mens, Mod-inspired
shirt brand and has evolved into a global lifestyle brand of
apparel and footwear targeted at youthful-thinking men and women
ages 19 to 35. Today, we offer a full Ben Sherman
sportswear collection as well as tailored clothing, footwear and
accessories. During fiscal 2007, approximately 78% of Ben
Shermans net sales were in the United Kingdom and Europe.
We also license the Ben Sherman name to third parties for
various product categories. Our Ben Sherman products can be
found in certain department stores and a variety of independent
specialty stores, as well as in our own Ben Sherman retail
stores.
We believe that the integrity and success of the Ben Sherman
brand is dependent in part upon careful selection of the
retailers through whom our Ben Sherman products are sold. We are
engaged in an ongoing effort to refocus the brand and restrict
distribution to attain higher price points for our Ben Sherman
products. In conjunction with this repositioning, we are
combining our Ben Sherman lines into one global collection under
our Ben Sherman black and orange label in order to
present a more unified brand image throughout
9
the world. Our black and orange label apparel products are
generally characterized as having better fabrics and being less
conservative and more fashion forward than our other Ben Sherman
labels. We believe that our emphasis on a more controlled
distribution at higher price points will enhance future
opportunities for the Ben Sherman brand.
We market the Ben Sherman brand through print, moving media,
promotional programs and tradeshow initiatives. We also provide
point-of-sale materials and signage to wholesale customers to
enhance the presentation of our Ben Sherman products at third
party retail locations. We also employ a cooperative advertising
program with certain Ben Sherman wholesale customers.
Design,
Sourcing and Distribution
We believe product quality and design are critical to the
continued success of the Ben Sherman brand. Ben Sherman apparel
and footwear are developed by our dedicated design team located
at the Ben Sherman headquarters in London, England. Our Ben
Sherman design team focuses on the target consumer and the
design process combines feedback from buyers, consumers, and our
sales force along with market trend research. We design our Ben
Sherman apparel products to incorporate one or more of several
fiber types, including cotton, wool or other natural fibers,
synthetics or blends of two or more of these materials.
We primarily utilize a large third party buying agent located in
Hong Kong to manage the production and sourcing of Ben Sherman
apparel products primarily in Asia and use another third party
buying agent for our production in Europe and other locations.
Through these two buying agents, we utilized approximately
90 suppliers located throughout the world, but with a
concentration in Asia, to manufacture our Ben Sherman products
on an
order-by-order
basis. The largest ten suppliers provided approximately 60% of
the Ben Sherman products acquired during fiscal 2007.
Substantially all our Ben Sherman products were package
purchases, which include both raw materials and cut, sew and
finish labor. We do not take ownership of package purchases
until the goods are shipped. The use of third party producers
enables us to reduce working capital related to
work-in-process
inventories.
We use a third party distribution center in the United Kingdom
for our Ben Sherman products. In the United States, distribution
services are performed by Oxford Apparel at our distribution
center in Lyons, Georgia. Distribution center activities include
receiving finished goods from suppliers, inspecting the products
and shipping the products to wholesale customers and our Ben
Sherman retail stores. We seek to maintain sufficient levels of
inventory to support our programs for pre-booked orders and
anticipated sales volume and to meet increased customer demand
for at-once ordering.
Wholesale
Operations
Part of our strategy is to maintain controlled distribution to
protect and grow the value of the Ben Sherman brand. During
fiscal 2007, approximately 89% of Ben Shermans net sales
were to wholesale customers. During fiscal 2007 approximately
11% of the net sales of Ben Sherman were to Ben Shermans
largest customer, Debenhams.
We maintain Ben Sherman apparel sales offices and showrooms in
several locations, including London, New York and Dusseldorf.
Our wholesale operations for Ben Sherman employ a sales force
consisting of salaried sales employees and independent
commissioned sales representatives.
We also have a license agreement which allows us to manufacture,
source and distribute Evisu-brand footwear, which operations
supplement our Ben Sherman brand footwear operations. During
fiscal 2007, we acquired the company that owns the Nickelson
trademark in the United Kingdom. The Nickelson brand gives us a
lower priced alternative to our Ben Sherman brand in the United
Kingdom. Approximately 9% of the net sales of Ben Sherman were
sales of Evisu and Nickelson products during fiscal 2007.
Licensing
Operations
We license the Ben Sherman trademark to a variety of licensees
in product categories beyond Ben Shermans core product
categories. We believe licensing is an attractive business
opportunity for the Ben
10
Sherman brand. Once a brand is established, licensing requires
modest additional capital investment but can yield high margin
income. It also affords the opportunity to enhance overall brand
awareness and exposure. In evaluating a potential Ben Sherman
licensee, we typically consider the candidates experience,
financial stability, manufacturing performance and marketing
ability. We also evaluate the marketability and compatibility of
the proposed products with other Ben Sherman-brand products.
Our agreements with Ben Sherman licensees are for specific
geographic areas and expire at various dates in the future.
Generally, the agreements require minimum royalty payments as
well as royalty and advertising payments based on specified
percentages of the licensees net sales of the licensed
products. Our license agreements generally provide us the right
to approve all products, advertising and proposed channels of
distribution.
Third party license arrangements for Ben Sherman products
include the following product categories:
Mens backpacks, travel bags and wallets
Mens and boys watches and jewelry
Mens and womens eyewear
Mens fragrances and toiletries
Mens neckwear and pocket squares
Mens and boys belts
Mens suits and dress shirts
Mens, womens and boys leather outerwear
Mens and boys underwear, socks and sleepwear
Mens gift products
Mens and womens accessories and small leather goods
Mens hats, caps, scarves and gloves
In addition to the license agreements for the specific product
categories listed above, we have also entered into certain
international license/distribution agreements which allow our
partners the opportunity to distribute Ben Sherman products in
certain geographic areas around the world, including Europe,
Asia and the Middle East. The majority of the products
distributed by these partners is acquired from us or other
product licensees and are typically identical to the products
sold in the United Kingdom and United States. We are in the
early stages of these arrangements for most geographic
locations, but we believe there is potential for further
penetration into these markets for the Ben Sherman brand. In
most markets our license/distribution partners are required to
open retail stores in their respective geographic regions. As of
June 1, 2007, our license/distribution partners operated
seven retail stores located in Australia, Asia, Europe and the
Middle East, identified as licensed stores in the table below.
Retail
Operations
Our retail strategy for the Ben Sherman brand is to locate
stores in higher-end malls and brand-appropriate street
locations. Each retail store carries a wide range of
merchandise, including apparel, footwear and accessories, all
presented in a manner intended to enhance the Ben Sherman image.
Our full price Ben Sherman retail stores allow the opportunity
to present Ben Shermans full line of current season
products, including licensees products. We believe our Ben
Sherman retail stores provide high visibility of the brand and
products and also enable us to stay close to the needs and
preferences of consumers. We believe the presentation of these
products in our Ben Sherman retail stores helps build brand
awareness and acceptance and thus enhances business with our
wholesale customers. Our outlet stores in the United Kingdom
serve an important role in the overall inventory management by
allowing us to sell discontinued and out-of-season products at
better prices than are generally otherwise available from
outside parties, while helping us protect the Ben Sherman brand
by controlling the distribution of such products.
11
The table below provides additional information regarding Ben
Sherman retail stores as of June 1, 2007.
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Number
|
|
Average
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|
of Stores
|
|
Square Feet
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United States Full Price Stores
|
|
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3
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4,400
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United Kingdom Full Price Stores
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4
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2,600
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United Kingdom Outlet Stores
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6
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1,600
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Licensed Stores
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7
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2,300
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|
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|
|
|
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Total
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|
|
20
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|
|
|
During fiscal 2007, approximately 11% of Ben Shermans net
sales were from retail store operations. Retail sales per square
foot were approximately $650 for our full price Ben Sherman
stores open during the entire year of fiscal 2007.
During fiscal 2008, we anticipate opening an additional five
full price stores, after opening three full price stores in
fiscal 2007. The operation of our retail stores requires a
relatively greater amount of capital investment than wholesale
operations. Generally we anticipate spending approximately
$0.7 million of capital expenditures to build-out each Ben
Sherman retail store. Often, the landlord provides certain
incentives to fund a portion of these capital expenditures. We
expect our licensing/distribution partners to open approximately
ten retail stores, which we do not fund, in fiscal 2008.
Our Ben Sherman products are also sold via the Internet in the
United Kingdom at bensherman.co.uk, in the United States at
benshermanusa.com and in Germany at bensherman-shop.de.
Lanier
Clothes
Lanier Clothes designs and markets branded and private label
mens suits, sportcoats, suit separates and dress slacks
across a wide range of price points. Our Lanier Clothes branded
products are sold under trademarks including Nautica, Kenneth
Cole (beginning in fiscal 2008), Dockers, Oscar de la Renta,
O Oscar (beginning in fiscal 2008) and Geoffrey Beene,
all of which are licensed to us by third parties. In fiscal
2006, we acquired the Arnold Brant brand, which is an upscale
tailored brand that is intended to blend modern elements of
style with affordable luxury. In addition to the branded
businesses, we design and source certain private label tailored
clothing products. We believe that this private label business
complements our branded tailored clothing businesses.
Significant private label brands for which we produce tailored
clothing include Stafford, Alfani, Tasso Elba and Lands
End. Sales of private label products represented approximately
55% of Lanier Clothes net sales during fiscal 2007.
Our Lanier Clothes products are sold to national chains,
department stores, mass merchants, specialty stores, specialty
catalog retailers and discount retailers throughout the United
States. We believe that superior customer service and supply
chain management as well as the design of quality products are
all integral components of our strategy in the branded and
private label tailored clothing market.
In Lanier Clothes, we have long-standing relationships with some
of the United States largest retailers including
Macys, JCPenney, Sears, Mens Wearhouse and
Nordstrom. These five customers represented approximately 70% of
Lanier Clothes net sales in fiscal 2007. Macys and
JCPenney represented approximately 27% and 25% of Lanier
Clothes net sales, respectively, during fiscal 2007.
We market our branded tailored clothing products on a
brand-by-brand
basis targeting distinct consumer demographics and lifestyles.
Our marketing programs are an integral part of the branded
product offerings. For certain tailored clothing products, we
employ a cooperative advertising program.
During fiscal 2007, Lanier Clothes results were impacted
by sluggish demand in the tailored clothing market at retail,
difficulty in accurately forecasting demand for the combined
operations of Macys following its merger with May
Department Stores Company and internal operational issues
associated with shifts in sourcing to new locations and
repositioning certain of our Lanier Clothes product lines.
Additionally, during fiscal 2006, a manufacturing facility
operated by us in Honduras was closed as we continued to move
away
12
from manufacturing our own tailored clothing products, resulting
in charges of approximately $1.2 million in that fiscal
year.
Design,
Manufacturing, Sourcing and Distribution
Our Lanier Clothes design team members are located in New
York. Our design teams focus on the target consumer of the brand
and the design process combines feedback from buyers and sales
agents with market trend research.
In fiscal 2007, the substantial majority of all product
purchases of Lanier Clothes were cut-make-trim (CMT)
purchases from third party producers, on an
order-by-order
basis. CMT contract purchases are purchases in which we supply
the raw materials and purchase cut, sew and finish labor from
our third party producers. In CMT purchases, we procure and
retain ownership of the raw materials throughout the
manufacturing and finishing process. We have traditionally used
this method in Lanier Clothes to maintain a greater level of
involvement in the manufacturing process given the complexities
of manufacturing tailored clothing. We also operate a
manufacturing facility, located in Merida, Mexico, which
produced approximately 14% of our Lanier Clothes products during
fiscal 2007.
Substantially all of our CMT purchases and our related raw
materials purchases were sourced from countries outside of the
United States. We manage production in Latin America and Asia
through a combination of efforts from our Lanier Clothes offices
in Atlanta, Georgia and third party buying agents. The ten
largest suppliers of Lanier Clothes provided 79% of its products
during fiscal 2007.
Our various Lanier Clothes products are manufactured from a
variety of fibers including wool, silk, bamboo, linen, cotton
and other natural fibers as well as synthetics and blends of
these materials. The majority of the materials used in the
manufacturing operations are purchased in the form of woven
finished fabrics directly from numerous offshore fabric mills.
For Lanier Clothes we utilize distribution centers located in
Toccoa, Georgia and Greenville, Georgia. These distribution
centers receive substantially all of our Lanier Clothes
finished goods from suppliers, inspect those products and ship
the products to our customers. We seek to maintain sufficient
levels of inventory to support programs for pre-booked orders
and to meet increased customer demand for at-once ordering. For
selected standard tailored clothing product styles, we maintain
in-stock replenishment programs providing shipment to customers
within just a few days of receiving the order. These types of
programs generally require higher inventory levels. Disposal of
excess prior season inventory is an ongoing part of our business.
We maintain apparel sales offices and showrooms for our Lanier
Clothes products in several locations, including Atlanta and New
York. We employ a sales force for Lanier Clothes consisting of
salaried and commissioned sales employees and independent
commissioned sales representatives.
Oxford
Apparel
Oxford Apparel produces branded and private label dress shirts,
suited separates, sport shirts, dress slacks, casual slacks,
outerwear, sweaters, jeans, swimwear, westernwear and golf
apparel. Our Oxford Apparel products are sold to a variety of
department stores, mass merchants, specialty catalog retailers,
discount retailers, specialty retailers, green grass
golf merchants and Internet retailers throughout the United
States.
We design and source certain private label programs for several
customers including programs under the Lands End, LL Bean
and Eddie Bauer labels. Private label products represented
approximately 63% of Oxford Apparels sales during fiscal
2007.
In Oxford Apparel, we have relationships with some of the
largest retailers in the United States including Sears,
Mens Warehouse, Costco, Walmart and Macys. These
five customers represented approximately 50% of the net sales of
Oxford Apparel in fiscal 2007, with Sears and Mens
Wearhouse representing approximately 18%and 11%, respectively,
of Oxford Apparels net sales.
13
The following are the more significant Oxford Apparel brands
that are owned by us.
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Oxford Golf which was launched in the Fall of 2003 by Oxford
Apparel. The Oxford Golf brand is targeted to appeal to a
sophisticated golf apparel consumer with a preference for high
quality and classic styling.
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The Ely & Walker brands, which include Ely, Cattleman,
Ely
Casuals®,
and Cumberland Outfitters. These brands are targeted toward a
western-style shirt and sportswear consumer.
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Solitude, which is a California lifestyle brand created by world
champion surfer Shaun Tomson and his wife Carla. Solitude is
intended to reflect the casual, beach lifestyle of
Santa Barbara and to blend the elements of surf, sand and
sun into a full collection of casual and dress sportswear. We
also have other complementary brands of casual attire, including
Kona Wind and Tranquility Bay.
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Hathaway, which is a brand that traces its roots back to the
1800s and enjoyed substantial brand awareness during the
1900s. We own a two-thirds interest in an unconsolidated
entity that owns the Hathaway trademark in the United States and
several other countries, and we sell dress shirts and sportswear
under the Hathaway brand.
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In addition to our owned brands, Oxford Apparel is licensed to
use the Tommy Hilfiger, Dockers and United States Polo
Association trademarks for certain product categories.
During fiscal 2006 and fiscal 2007, we took steps to streamline
the operations of Oxford Apparel. Significant steps during
fiscal 2006 included the closure of three manufacturing
facilities in the Dominican Republic and consolidation of
certain of the Oxford Apparel support functions which resulted
in charges totaling approximately $2.2 million during
fiscal 2006. In connection with these actions, we sold our
Monroe, Georgia facility during fiscal 2007. During fiscal 2007,
we exited certain product lines which did not provide the
returns desired by us and required relatively high levels of
infrastructure.
Design,
Sourcing and Distribution
Our Oxford Apparel products are designed by a design team
located at the Oxford Apparel offices in New York. The design
team focuses on the target consumer and the process combines
feedback from buyers and sales agents along with market trend
research. Our Oxford Apparel products are manufactured from
several types of fibers including cotton, linen, wool, silk and
other natural fibers, synthetics and blends of these materials.
During fiscal 2007, Oxford Apparel acquired the substantial
majority of its products on an
order-by-order
basis from third party producers outside of the United States.
We operate buying offices in Hong Kong and Singapore that manage
the production and sourcing for Oxford Apparel in Asia. During
fiscal 2007, we used approximately 125 suppliers in 27 countries
for our Oxford Apparel products. Suppliers in China and
Indonesia accounted for approximately 25% and 22%, respectively,
of the total Oxford Apparel production in fiscal 2007.
Approximately 3% of Oxford Apparels products were
manufactured in a manufacturing plant owned by us in
Tegucigalpa, Honduras and another 8% was purchased from a
Chinese joint venture factory in which we have a 49% ownership
interest.
During fiscal 2007, package purchases represented approximately
96% and CMT purchases represented approximately 4% of the third
party units sourced by Oxford Apparel. As discussed above,
package purchases are purchases which include both raw materials
and cut, sew and finish labor. We do not take ownership of
package purchases until the goods are shipped. In CMT purchases,
we procure and retain ownership of the raw materials throughout
the manufacturing and finishing process.
We utilize a distribution center owned by us in Lyons, Georgia,
which receives the majority of our Oxford Apparel finished goods
from suppliers, inspects those products and ships the products
to our customers. We also use third party distribution centers
for certain of our Oxford Apparel products.
Some products of Oxford Apparel are shipped to our customer
directly on an FOB Foreign Port basis without passing through
our distribution center. In FOB Foreign Port shipments, the
customer or the
14
customers freight forwarder handles the in-bound logistics
and customs clearance. FOB Foreign Port transactions represented
approximately 23% of the net sales of Oxford Apparel in fiscal
2007.
We seek to maintain sufficient levels of inventory to support
programs for pre-booked orders and to meet increased customer
demand for at-once ordering. For selected standard product
styles, we maintain in-stock replenishment programs providing
shipment to customers typically within a few days. These types
of programs generally require relatively high inventory levels
in order to meet customer requests in a timely manner. Disposal
of excess prior season inventory is an ongoing part of business.
We maintain apparel sales offices and showrooms for Oxford
Apparel products in several locations, including New York. We
employ a sales force consisting of salaried and commissioned
sales employees and independent commissioned sales
representatives for our Oxford Apparel operations.
TRADEMARKS
As discussed above, we own trademarks, several of which are very
important to our business. Generally, our significant trademarks
are subject to registrations and pending applications throughout
the world for use on a variety of items of apparel, and in some
cases, apparel-related products, accessories, home furnishings
and beauty products, as well as in connection with retail
services. We continue to expand our worldwide usage and
registration of trademarks. In general, trademarks remain valid
and enforceable as long as the trademarks are used in connection
with our products and services and the required registration
renewals are filed. Our significant trademarks are discussed
within each operating group discussion above. Important factors
relating to risks associated with our trademarks include, but
are not limited to, those described in Part I,
Item 1A. Risk Factors.
COMPETITION
We sell our products in highly competitive domestic and
international markets in which numerous United States-based and
foreign apparel firms compete. No single apparel firm or small
group of apparel firms dominates the apparel industry. We
believe that competition within the branded apparel industry is
based primarily upon design, brand image, consumer preference,
price, quality, marketing and customer service. We believe our
ability to compete successfully in styling and marketing is
related to our ability to foresee changes and trends in fashion
and consumer preference, and to present appealing branded and
private label products for consumers. Particularly with respect
to our private label businesses, in some instances a retailer
that is our customer may compete directly with us by sourcing
its products directly or by marketing its own private label
brands. Important factors relating to risks associated with
competition include, but are not limited to, those described in
Part I, Item 1A. Risk Factors.
SEASONAL
ASPECTS OF BUSINESS AND ORDER BACKLOG
Seasonal
Aspects of Business
Although our various product lines are sold on a year-round
basis, the demand for specific products or styles may be
seasonal. For example, the demand for golf and Tommy Bahama
products is higher in the spring and summer seasons. Generally
our products are sold prior to each of the retail selling
seasons, including spring, summer, fall and holiday. As the
timing of product shipments and other events affecting the
retail business may vary, results for any particular quarter may
not be indicative of results for the full year. The percentage
of net sales by quarter for fiscal 2007 was 25%, 26%, 24% and
25%, respectively, and the percentage of operating income by
quarter for fiscal 2007 was 23%, 25%, 19% and 33%, respectively,
which may not be indicative of the distribution in future years.
15
Order
Backlog
As of June 1, 2007 and June 2, 2006, we had booked
orders totaling $270.9 million and $272.5 million,
respectively, substantially all of which we expect will be or
were shipped within six months after each such date. Once we
receive a specific purchase order, the dollar value of such
order is included in our booked orders. A portion of our
business consists of at-once EDI Quick Response
programs with large retailers. Replenishment shipments under
these programs generally have such an abbreviated order life as
to exclude them from the order backlog completely. We do not
believe that this backlog information is necessarily indicative
of sales to be expected for future periods.
TRADE
REGULATION
International trade agreements, trade preference arrangements
and trade legislation are important to our business because most
apparel imports into the United States are highly restricted.
There are two key types of restrictions. First, there are duties
levied on the value of imported apparel. The duty rates on the
cotton and wool product categories that cover the majority of
our products range from 15 to 20%. Silk products represent a
major portion of our Tommy Bahama products and are generally
subject to duty rates of less than 5%. Second, until
January 1, 2005, the United States had implemented
restrictive quotas on the importation of many classifications of
textiles and apparel products from most of the major
apparel-producing countries, including most of the countries
where we produce apparel and including the cotton and wool
product categories that cover the majority of our products.
These quota restraints placed numerical limits on the quantity
of garments permitted to be imported into the United States in a
given year on a by country and by product category basis. The
effect of these quotas was to limit the amount of apparel that
could be sourced in the countries that offered the most
competitive fabrics and most competitive apparel manufacturing.
As a result, a substantial portion of cotton and wool apparel
imported into the United States was sourced, prior to
January 1, 2005, from countries that would not be the most
competitive producers in the absence of quotas. Silk products
were not subject to quota restraints. Pursuant to authority
granted by Chinas World Trade Organization (WTO) accession
agreement, both the United States and the European Union have
re-imposed quotas on a number of key product categories from
China.
Absent the non-market restrictions created by quotas and absent
duty saving advantages available with respect to the products of
certain countries under the terms of various free trade
agreements and trade preference arrangements, we generally
believe that the most competitive fabrics and apparel
manufacturing are in Asia and the Indian sub-continent.
Consequently, the elimination of quotas has resulted in a
reduction in our western hemisphere sourcing and manufacturing
activities and an increase in our sourcing and manufacturing
activities in Asia and the Indian sub-continent. The trend away
from western hemisphere sourcing and manufacturing may be slowed
to some extent by various current and proposed free trade
agreements and trade preference programs. We believe that by
selecting the locations where we produce or source our products
based in part on trade regulations, we are effective and will
continue to be effective in using various trade preference
agreements and legislation to our competitive advantage.
We believe that with respect to most of our production, we will
continue to be able to source from the most competitive
countries because of the flexibility of our manufacturing and
sourcing base. This flexibility primarily arises because while
we have long-term relationships with many of our contract
manufacturers, we do not have long-term contractual commitments
to them and are able to move our production to alternative
locations if competitive market forces so dictate. The relative
ease with which we can exit our currently owned and contract
manufacturing facilities, if necessary, provides us with the
ability to shift our production relatively quickly as different
countries become more competitive as a source for manufacturing.
Important factors relating to risks associated with trade
regulation include, but are not limited to, those described in
Part I, Item 1A. Risk Factors.
16
EMPLOYEES
As of June 1, 2007, we employed approximately
4,800 persons, of whom approximately 63% were employed in
the United States. Approximately 39% of our employees were
retail store and restaurant employees. We believe our employee
relations are good.
AVAILABLE
INFORMATION
Our Internet address is www.oxfordinc.com. Under Investor
Info on the home page of our website, we have provided a
link to the SECs website where, among other things, our
annual report on
Form 10-K,
proxy statement, quarterly reports on
Form 10-Q
and current reports on
Form 8-K,
and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, are available once we electronically file such
material with, or furnish it to, the SEC. Additionally, our
Corporate Governance Guidelines, as well as the charters of our
Audit Committee and the Nominating, Compensation and Governance
Committee of our board of directors, are available under
Corporate Governance on the home page of our
website. Copies of these documents will be provided to any
shareholder who requests a copy in writing.
In addition, we will provide, at no cost, paper or electronic
copies of our reports and other filings made with the SEC.
Requests should be directed to our principal executive offices
at:
Investor Relations Department
Oxford Industries, Inc.
222 Piedmont Avenue, N.E.
Atlanta, GA 30308
info@oxfordinc.com
(404) 659-2424
The information on the website listed above is not and should
not be considered part of this Annual Report on
Form 10-K
and is not incorporated by reference in this document.
Our business faces certain risks, many of which are outside our
control. The following factors, as well as factors described
elsewhere in this report or in our other filings with the SEC,
which could materially affect our business, financial condition
or operating results, should be carefully considered in
evaluating our company and the forward-looking statements
contained in this report. The risks described below are not the
only risks facing our company. If any of the following risks, or
other risks or uncertainties not currently known to us or that
we currently deem to be immaterial, actually occur, our
business, financial condition or operating results could suffer.
The
apparel industry is heavily influenced by general economic
cycles, which could adversely affect our sales or require us to
significantly modify our current business
practices.
The apparel industry is cyclical and dependent upon the overall
level of discretionary consumer spending, which changes as
regional, domestic and international economic conditions change.
Overall economic conditions that affect discretionary consumer
spending include, but are not limited to, employment levels,
energy costs, interest rates, tax rates, personal debt levels
and stock market volatility. Uncertainty about the future may
also impact the level of discretionary consumer spending or
result in shifts in consumer spending to products other than
apparel. Any deterioration in general economic or political
conditions, acts of war or terrorism or other factors that
create uncertainty or alter the discretionary consumer habits in
our key markets, particularly the United States and the United
Kingdom, could reduce our sales or require us to significantly
modify our current business practices, and consequently harm our
results of operations.
17
The
apparel industry is highly competitive and we face significant
competitive threats to our business from various third parties
that could reduce our sales, increase our costs, result in
reduced price points for our products and/or result in decreased
margins.
The apparel industry is highly competitive and fragmented. Our
competitors include numerous apparel designers, manufacturers,
distributors, importers, licensors, and retailers, some of which
may also be our customers. The level and nature of our
competition varies and the number of our direct competitors and
the intensity of competition may increase as we expand into
other markets or as other companies expand into our markets.
Some of our competitors may be able to adapt to changes in
consumer demand more quickly, devote greater resources to
establishing brand recognition or adopt more aggressive pricing
policies than we can. In addition, with respect to certain of
our businesses, retailers that are our customers may pose a
significant competitive threat by sourcing their products
directly or marketing their own private label brands. These
competitive factors within the apparel industry may result in
reduced sales, increased costs, lower prices for our products
and/or
decreased margins.
The
apparel industry is subject to rapidly evolving fashion trends,
and we must continuously offer innovative and upgraded products
to maintain and grow our existing businesses. Failure to offer
innovative and upgraded products may adversely affect our sales
and lead to excess inventory, markdowns and/or dilution of our
brands.
We believe that the principal competitive factors in the apparel
industry are design, brand image, consumer preference, price,
quality, marketing and customer service. Although certain of our
products carry over from season to season, the apparel industry
in general is subject to rapidly changing fashion trends and
shifting consumer demands. Accordingly, we must anticipate,
identify and capitalize upon emerging as well as proven fashion
trends. We believe that our success depends on our ability to
continuously develop, source, market and deliver a wide variety
of innovative, fashionable and saleable brands and products.
These products must be offered at competitive prices in the
respective distribution channels. Sales growth from our brands
will depend largely upon our ability to continue to maintain and
enhance the distinctive brand identities.
Due to the competitive nature of the apparel industry, there can
be no assurance that the demand for our products will not
decline or that we will be able to successfully evaluate and
adapt our products to align with consumers preferences,
fashion trends and changes in consumer demographics. As is
typical with new products, market acceptance of new designs and
products is subject to uncertainty. In addition, the
introduction of new lines and products often requires
substantial costs in design, marketing and advertising, which
may not be recovered if the products are not successful. Any
failure on our part to develop appealing products and update
core products could limit our ability to differentiate our
products. Additionally, such a failure could leave us with a
substantial amount of unsold excess inventory, which we may be
forced to sell at lower price points. Any of these factors could
result in the deterioration in the appeal of our brands and
products, adversely affecting our business, financial condition
and operating results.
The
acquisition of new businesses has certain inherent risks,
including, for example, strains on our management team,
unexpected acquisition costs, and, in some instances, contingent
payments.
We face many challenges in our strategy to focus more of our
resources on branded products rather than private label
products. An important aspect of this strategy is our ability to
acquire new businesses in the future if appropriate investment
opportunities are available. Our sales growth may be limited if
we are unable to find suitable acquisition candidates at
reasonable prices in the future, if we are unsuccessful in
integrating any acquired businesses in a timely manner or if the
acquisitions do not achieve the anticipated results. Evaluating
and completing acquisitions in the future may strain our
administrative, operational and financial resources and distract
our management from our other businesses.
In addition, integrating acquired businesses is a complex,
time-consuming, and expensive process. The integration process
for newly acquired businesses could create a number of
challenges and adverse consequences for us associated with the
integration of product lines, employees, sales teams and
outsourced manufacturers; employee turnover, including key
management and creative personnel of the acquired and
18
existing businesses; disruption in product cycles for newly
acquired product lines; maintenance of acceptable standards,
controls, procedures and policies; and the impairment of
relationships with customers of the acquired and existing
businesses. Further, we may not be able to manage the combined
operations and assets effectively or realize the anticipated
benefits of the acquisition.
As a result of acquisitions that have occurred or may occur in
the future, we may become responsible for unexpected liabilities
that we failed to discover in the course of performing due
diligence in connection with the acquired businesses. We cannot
be assured that any indemnification to which we may be entitled
from the sellers will be enforceable, collectible or sufficient
in amount, scope or duration to fully offset the possible
liabilities associated with the business acquired.
Similar to the terms of our acquisition of Tommy Bahama, the
terms of any future acquisitions may require us to make
substantial payments to the sellers, who may be key members of
our management, in performance-based contingent payments for a
number of years after the acquisition. It is possible that their
interests, with respect to the contingent payments, will differ
from the interests of our company as a whole. Such differences
may occur if the agreements have incentives to maximize the
profitability of the acquired business during the contingent
payment term, which may be to the detriment of the longer term
prospects for the business.
Divestitures
of certain businesses or discontinuations of certain product
lines which occur may require us to find alternative uses for
our resources.
As we did in fiscal 2006 with respect to our Womenswear Group
operations, we may determine in the near future that it is
appropriate to divest or discontinue certain operations.
Divestitures of certain businesses that do not align with the
strategy of our company as a whole or the discontinuation of
certain product lines which may not provide the returns that we
expect may result in under-utilization of our resources in the
event that the operations are not replaced with new lines of
business either internally or through acquisition. There can be
no guarantee that if we divest certain businesses or discontinue
certain product lines that we will be able to replace the sales
and profits related to these businesses or to appropriately
utilize our resources, which may result in a decline in our
operating results.
The
loss of key management or our inability to attract and retain
qualified personnel in the future may have an adverse effect on
our business, financial condition and operating
results.
Our success depends upon disciplined execution at all levels of
our organization, including our executive officers. Competition
for qualified personnel in the apparel industry is intense, and
we compete for these individuals with other companies which may
have greater financial resources. The unexpected loss of J.
Hicks Lanier, Chairman and Chief Executive Officer, or any of
our other executive officers, could materially adversely
affect our business, financial condition and operating results.
The
apparel industry has experienced price deflation in recent
years, and price reductions in our products in the future could
put downward pressure on our net sales and
margins.
The average net selling price of apparel continues to decrease
in the apparel industry, particularly for private label
products. The decline is primarily attributable to increased
competition, excess worldwide manufacturing capacity, increased
product sourcing in lower cost countries, growth of the mass
merchant and discount channels of distribution, consolidation in
the retail industry, excess capacity of retail space, reduced
relative spending on apparel and increased value consciousness
on the part of consumers. To remain competitive, we may need to
reduce our prices from time to time in response to these
deflationary pressures. These deflationary pressures, even if
met with reduced costs that do not adversely impact our sales
volume, could reduce our net sales or have an adverse impact on
our margins.
19
We
depend on a group of key customers for a significant portion of
our sales. A significant adverse change in a customer
relationship or in a customers financial position could
negatively impact our net sales and profitability.
We generate a significant percentage of our sales from a few
major customers, to whom we extend credit without requiring
collateral, resulting in a large amount of receivables from just
a few customers. For fiscal 2007, sales to our ten largest
customers accounted for approximately 44% of our total net
sales. In addition, the net sales of our individual operating
groups may be concentrated among several large customers.
Continued consolidation in the retail industry may increase the
concentration of our customers. This consolidation could result
in a decrease in the number of stores that carry our products,
restructuring of our customers operations, more
centralized purchasing decisions, direct sourcing and greater
leverage by customers, potentially resulting in lower prices,
realignment of customer affiliations or other factors which
could negatively impact our net sales and profitability.
We generally do not have long-term contracts with any of our
customers. Instead, we rely on long-standing relationships with
these customers and our position within the marketplace. As a
result, purchases generally occur on an
order-by-order
basis, and each relationship can generally be terminated by
either party at any time. A decision by one or more major
customers, whether motivated by competitive considerations,
quality or style issues, financial difficulties, economic
conditions or otherwise, could impact their desire or ability to
purchase our products or change their manner of doing business
with us. An unanticipated decline in sales to one or more major
customers could adversely affect our net sales and
profitability, as it would be difficult to immediately, if at
all, replace this business with new customers or increase sales
volumes with other existing customers.
In addition, due to long product lead times, several of our
product lines are designed and manufactured in anticipation of
orders for sale. We make commitments for fabric and production
in connection with these lines. These commitments can be made up
to several months prior to the receipt of firm orders from
customers and if orders do not materialize or are canceled, we
may incur expenses to terminate our fabric and production
commitments and dispose of excess inventories.
Fluctuations
in prices and availability of raw materials could cause delays
in product deliveries to our customers and increase our costs of
goods sold.
We and our third party suppliers rely on the availability of raw
materials at reasonable prices. Decreases in the availability of
raw materials could impair our ability to meet production
requirements in a timely manner. The principal fabrics used in
our business are cotton, linens, wools, silk, other natural
fibers, synthetics and blends of these materials. The prices
paid for these fabrics depend on the market price for raw
materials used to produce them. The price and availability of
certain raw materials has in the past fluctuated, and may in the
future fluctuate depending on a variety of factors, including
crop yields, weather, supply conditions, government regulation,
war, terrorism, labor unrest, global health concerns, economic
climate, the cost of petroleum and other unpredictable factors.
Additionally, costs of our third party providers or our
transportation costs may increase due to these same factors. We
have not historically entered into any futures contracts to
hedge commodity prices. Any significant increase in the price of
raw materials or decrease in the availability of raw materials
could cause delays in product deliveries to our customers and
increase our costs of goods sold.
We are
dependent upon our third party producers and sourcing
agents ability to meet our requirements; any failures by
these producers and sourcing agents to meet our requirements, or
the unavailability of suitable producers and sourcing agents in
the future, may negatively impact our ability to deliver quality
products to our customers on a timely basis or result in higher
costs or reduced net sales.
We source substantially all of our products from non-exclusive
third party producers and sourcing agents located in foreign
countries. Although we place a high value on long-term
relationships with our suppliers, generally we do not have
long-term contracts, but instead typically conduct business on
an
order-by-order
basis. Therefore, we compete with other companies for the
production capacity of independent manufacturers.
20
We regularly depend upon the ability of third party producers to
secure a sufficient supply of raw materials, adequately finance
the production of goods ordered and maintain sufficient
manufacturing and shipping capacity. Although we monitor
production in third party manufacturing locations by sending
employees from our buying offices, employing local nationals and
using unaffiliated buying agents, we cannot be certain that we
will not experience operational difficulties with our
manufacturers, such as the reduction of availability of
production capacity, errors in complying with product
specifications, insufficient quality control, failures to meet
production deadlines or increases in manufacturing costs. Such
difficulties may negatively impact our ability to deliver
quality products to our customers on a timely basis, which may
have a negative impact on our customer relationships and result
in lower net sales.
We require third party producers to meet certain standards in
terms of working conditions, environmental protection and other
matters before placing business with them. As a result of higher
costs relating to compliance with these standards, we may pay
higher prices than some of our competitors for products. In
addition, the labor and business practices of independent
apparel manufacturers have received increased attention from the
media, non-governmental organizations, consumers and
governmental agencies in recent years. Failure by us or our
independent manufacturers to adhere to labor or other laws or
business practices accepted as ethical in our key markets, and
the potential litigation, negative publicity and political
pressure relating to any of these events, could disrupt our
operations or harm our reputation.
Our
reliance on foreign sourcing operations expose us to risks that
could result in higher costs, loss of sales or impaired customer
goodwill.
Our dependence on foreign supply sources could result in
disruptions to our operations in the event of disruptions in the
global transportation network including strikes and work
stoppages at port facilities; political instability or other
international events; economic disruptions; foreign currency
fluctuations; labor disputes at factories; the imposition of new
or adversely adjusted tariffs, duties, quotas, import and export
controls, taxes and other regulations; changes in
U.S. customs procedures concerning the importation of
apparel products; changes in domestic or foreign governmental
policies; actual or threatened acts of war or terrorism; or the
occurrence of an epidemic. These and other events beyond our
control could interrupt our supply chain and delay receipt of
our products, which could result in higher costs, including
product and transportation costs, unanticipated inventory
accumulation, or the loss of sales, customer orders and customer
goodwill.
Our
business is subject to regulatory risks associated with
importing products and our products may become less competitive
as a result of changes in the regulatory
environment.
As we source substantially all of our products from foreign
countries, we are at risk to changes relating to the laws and
regulations governing the importing and exporting of apparel
products into and from the countries in which we operate.
Substantially all of our import operations are subject to
tariffs and other charges imposed on imported products. In
addition, the countries in which our products are manufactured
or countries into which our products are imported may impose
additional or new quotas, duties, tariffs, taxes or other
restrictions or adversely modify existing restrictions.
We benefit from duty-free treatment under international trade
agreements and regulations such as the North American Free Trade
Agreement and the Andean Trade Preference and Drug Eradication
Act. The elimination of such treatment or our inability to
qualify for such benefits would adversely impact our business
and by increasing our cost of goods sold.
Our or any of our suppliers failure to comply with customs
or similar laws could restrict our ability to import products or
lead to fines or other penalties. We cannot guarantee that
future regulatory actions or trade agreements will not provide
our competitors with a material advantage over us or materially
increase our costs.
21
We may
be unable to protect our trademarks and other intellectual
property or may otherwise have our brand names
harmed.
We believe that our registered and common law trademarks and
other intellectual property, as well as other contractual
arrangements including licenses and other proprietary
intellectual property rights, have significant value and are
important to our continued success and our competitive position
due to their recognition by retailers and consumers.
Approximately 59% of our net sales in fiscal 2007 was
attributable to branded products for which we own the trademark.
Therefore, our success depends to a significant degree upon our
ability to protect and preserve our intellectual property. We
rely on laws in the United States and other countries to protect
our proprietary rights. However, we may not be able to
sufficiently prevent third parties from using our intellectual
property without our authorization, particularly in those
countries where the laws do not protect our proprietary rights
as fully as in the United States.
From time to time, we discover products in the marketplace that
are unauthorized reproductions of certain of our branded
products or that otherwise infringe upon our trademarks and
other intellectual property. Such counterfeiting typically
increases as brand recognition increases. Despite precautions we
may take to protect our intellectual property, policing
unauthorized use of our intellectual property is difficult,
expensive and time consuming and we may be unable to
sufficiently determine the extent of unauthorized use. There can
be no assurance that the actions we have taken to establish and
protect our trademarks and other intellectual property will be
adequate to prevent the creation of counterfeits, knock-offs,
imitations or infringement of our products or trademarks by
third parties. From time to time, we rely on litigation and
other legal action to enforce our intellectual property rights
or contractual rights. As a general matter, we may not be able
to sufficiently protect the value of our intellectual property
through litigation. Litigation or other legal action to enforce
our intellectual property rights or contractual rights, whether
successful or unsuccessful, could result in substantial costs to
us and diversion of our management and other resources. In
addition, if a third party imitates certain of our products in a
manner that projects a lesser quality or carries a negative
connotation, this could have a material adverse effect on the
goodwill of our brands in the marketplace, regardless of whether
it violates our intellectual property rights.
Additionally, there can be no assurance that the actions that we
have taken will be adequate to prevent others from seeking to
block sales of our products as violations of proprietary rights.
Although we have not been materially inhibited from selling
products in connection with trademark disputes, as we extend our
brands into new product categories and new product lines and
expand the geographic scope of our marketing, we could become
subject to litigation based on allegations of the infringement
of intellectual property rights of third parties. In the event a
claim of infringement against us is successful, we may be
required to pay damages, royalties or license fees to continue
to use intellectual property rights that we had been using or we
may be unable to obtain necessary licenses from third parties at
a reasonable cost or within a reasonable time. Litigation and
other legal action of this type, regardless of whether it is
successful, could result in substantial costs to us and
diversion of our management and other resources.
We
make use of debt to finance our operations, which exposes us to
risks that could adversely affect our business, financial
position and operating results.
Our levels of debt vary as a result of the seasonality of our
business, investments in acquisitions and working capital and
divestitures. Our debt levels may increase in the future under
our existing facilities or potentially under new facilities, or
the terms or forms of our financing arrangements in the future
may change, which may increase our exposure to the items
discussed below.
Our indebtedness includes, and any future indebtedness may
include, certain obligations and limitations, including the
periodic payment of principal and interest, maintenance of
certain financial covenants and certain other limitations
related to additional debt, dividend payments, investments and
dispositions of assets. Our ability to satisfy these obligations
will be dependent upon our business, financial condition and
operating results. These obligations and limitations may
increase our vulnerability to adverse economic and industry
conditions, place us at a competitive disadvantage compared to
our competitors that have less indebtedness
22
and limit our flexibility in carrying out our business plan and
planning for, or reacting to, changes in the industry in which
we operate.
As indebtedness matures, we will be required to extend or
refinance such indebtedness, sell assets to repay the
indebtedness or raise equity to fund the repayment of the
indebtedness. Additionally, a breach of the covenants relating
to our indebtedness could result in an event of default under
those instruments, in some instances allowing the holders of
that indebtedness to declare all outstanding indebtedness
immediately due and payable. At maturity or in the event of an
acceleration of payment obligations, we would likely be unable
to pay our outstanding indebtedness with our cash and cash
equivalents then on hand. We would, therefore, be required to
seek alternative sources of funding, which may not be available
on commercially reasonable terms or at all, or face bankruptcy.
If we are unable to refinance our indebtedness or find
alternative means of financing our operations, we may be
required to curtail our operations or take other actions that
are inconsistent with our current business practices or strategy.
We have interest rate risk on a portion of our indebtedness, as
certain of our indebtedness is based on variable interest rates.
We generally do not engage in hedging activities with respect to
our interest rate risk. An increase in interest rates may
require us to pay a greater amount of our funds from operations
towards interest even if the amount of borrowings outstanding
remains the same. As a result, we may have to revise or delay
our business plans, reduce or delay capital expenditures or
otherwise adjust our plans for operations.
Our
sales and operating results are influenced by weather patterns
and natural disasters.
Like other companies in the apparel industry, our sales volume
may be adversely affected by unseasonable weather conditions or
natural disasters, which may cause consumers to alter their
purchasing habits or result in a disruption to our operations.
Because of the seasonality of our business and the concentration
of a significant proportion of our customers in certain
geographic regions as discussed below, the occurrence of such
events could disproportionately impact our business, financial
condition and operating results.
Our
foreign sourcing operations as well as the sale of products in
foreign markets result in an exposure to fluctuations in foreign
currency exchange rates.
As a result of our international operations, we are exposed to
certain risks in conducting business outside of the United
States. Substantially all of our contracts to have goods
produced in foreign countries are denominated in
U.S. dollars. Purchase prices for our products may be
impacted by fluctuations in the exchange rate between the
U.S. dollar and the local currencies of the contract
manufacturers, such as the Chinese Yuan, which may have the
effect of increasing our cost of goods sold in the future. If
the value of the U.S. dollar decreases relative to certain
foreign currencies in the future, then the prices that we
negotiate for products could increase, and it is possible that
we would not be able to pass this increase on to customers,
which would negatively impact our margins. If the value of the
U.S. dollar increases between the time a price is set and
payment for a product, the price we pay may be higher than that
paid for comparable goods by any competitors that pay for goods
in local currencies, and these competitors may be able to sell
their products at more competitive prices. Additionally,
currency fluctuations could also disrupt the business of our
independent manufacturers that produce our products by making
their purchases of raw materials more expensive and difficult to
finance.
We received U.S. dollars for greater than 85% of our
product sales during fiscal 2007. The sales denominated in
foreign currencies primarily relate to Ben Sherman sales in the
United Kingdom and Europe. An increase in the value of the
U.S. dollar compared to these other currencies in which we
have sales could result in lower levels of sales and earnings in
our consolidated statements of earnings, although the sales in
foreign currencies could be equal to or greater than amounts in
prior periods. We generally do not engage in hedging activities
with respect to our exposure to foreign currency risk except
that, on occasion, we do purchase foreign currency forward
exchange contracts for our goods purchased on U.S. dollar
terms that are expected to be sold in the United Kingdom and
Europe.
23
We are
dependent on a limited number of distribution centers, making
our operations particularly susceptible to
disruption.
Our ability to meet customer expectations, manage inventory and
achieve objectives for operating efficiencies depends on the
proper operation of our primary distribution facilities, some of
which are owned and others of which are operated by third
parties. Finished garments from our contractors are inspected
and stored at these distribution facilities. If any of these
distribution facilities were to shut down or otherwise become
inoperable or inaccessible for any reason, we could experience a
reduction in sales, a substantial loss of inventory or higher
costs and longer lead times associated with the distribution of
our products during the time it takes to reopen or replace the
facility. This could negatively affect our operating results and
our customer relationships.
We
rely on our licensing partners to preserve the value of our
brands and as a source of royalty income.
Certain of our brands, such as Tommy Bahama and Ben Sherman,
have a reputation of outstanding quality and name recognition,
which make the brands valuable as a source of royalty income. We
are able to license complementary products and obtain royalty
income from the use of our brands names. While we take
significant steps to ensure the reputation of our brands is
maintained through our license agreements, there can be no
guarantee our brands will not be negatively impacted through our
association with products outside of our core apparel products
or due to the actions of a licensee. The improper or detrimental
actions of a licensee may not only result in a decrease in the
sales of our licensees products but also could
significantly impact the perception of our brands. If the
licensees products are not acceptable to consumers, if the
licensees actions are detrimental to our brands or if we
do not add new license agreements, our net sales, royalty income
and reputation could be negatively impacted.
We
hold licenses for the use of other parties brand names,
and we cannot guarantee our continued use of such brand names or
the quality or salability of such brand names.
We have entered into license and design agreements to use
certain trademarks and trade names, such as Nautica, Kenneth
Cole, Tommy Hilfiger, Dockers, O Oscar, Geoffrey Beene and
Evisu, to market our products. Approximately 14% of our net
sales during fiscal 2007 related to the products for which we
license the use of the trademark for specific product
categories. These license and design agreements will expire at
various dates in the future. Although we believe our
relationships with our principal licensors are generally
favorable, we cannot guarantee that we will be able to renew
these licenses on acceptable terms upon expiration or that we
will be able to acquire new licenses to use other popular
trademarks. If any one or more of these licenses expires or is
terminated, we will lose the sales and profits generated
pursuant to such license.
In addition to certain compliance obligations, all of our
significant licenses provide minimum thresholds for royalty
payments and advertising expenditures for each license year,
which we must pay regardless of the level of our sales of the
licensed products. If these thresholds are not met due to a
general economic downturn or otherwise, our licensors may be
permitted contractually to terminate these agreements or seek
payment of minimum royalties even if the minimum sales are not
achieved. In addition, our licensors produce their own products
and license their trademarks to other third parties, and we are
unable to control the quality of goods that others produce. If
licensors or others do not maintain the quality of these
trademarks or if the brand image deteriorates, our sales and
profits generated by such brands may decline.
We may
not be successful in operating existing retail stores and
restaurants or in opening new retail stores and
restaurants.
An integral part of our strategy is to develop and operate
retail stores and restaurants for certain of our brands. Net
sales from retail stores and restaurants were approximately 22%
of our consolidated net sales during fiscal 2007. In addition to
the general risks associated with the apparel industry, risks
associated with our retail and restaurant operations include our
ability to find and select appropriate locations. Other risks
include our ability to negotiate acceptable lease terms;
build-out the facilities; source sufficient levels of consumer
desirable inventory; hire, train and retain competent personnel;
abide by applicable labor laws;
24
install and operate effective technology systems; and apply
appropriate pricing strategies. Retail stores and restaurants
involve a significant capital investment and incur significant
fixed operating expenditures, including obligations under
long-term leases. We cannot be sure that our current locations
will be profitable or that we can successfully complete our
planned expansion. In addition, as we expand the number of our
retail stores, we run the risk that our wholesale customers will
perceive that we are increasingly competing directly with them,
which may lead them to reduce or terminate purchases of our
products.
Our
concentration of retail stores and wholesale customers for
certain of our products exposes us to certain regional
risks.
Our retail locations are heavily concentrated in certain
geographic areas in the United States, including Florida,
California and Hawaii, for our Tommy Bahama retail stores and
the United Kingdom for our Ben Sherman retail stores.
Additionally, a significant portion of our wholesale sales for
Tommy Bahama and Ben Sherman products are concentrated in the
same geographic areas. Due to this concentration, we have
exposure to factors that impact these regions, including general
economic conditions, weather patterns, natural disasters and
other factors.
Our
restaurant operations may be negatively impacted by regulatory
issues or by health, safety, labor and similar operational
issues, or by publicity surrounding any of these
issues.
The restaurant industry is highly competitive and requires
compliance with a variety of federal, state and local
regulations. In particular, our Tommy Bahama restaurants
typically serve alcohol and, therefore, maintain liquor
licenses. Our ability to maintain our liquor licenses depends on
our compliance with applicable laws and regulations. The loss of
a liquor license would adversely affect the profitability of a
restaurant. Additionally, as a participant in the restaurant
industry, we face risks related to food quality, food-borne
illness, injury, health inspection scores and labor relations.
Regardless of whether allegations related to these matters are
valid or whether we become liable, we may be materially and
adversely affected by negative publicity associated with these
issues. The negative impact of adverse publicity relating to one
restaurant may extend beyond the restaurant involved to affect
some or all of the other restaurants, as well as the image of
the Tommy Bahama brand as a whole.
We
operate in various countries with differing laws and
regulations, which may impair our ability to maintain compliance
with regulations and laws.
Although we attempt to abide by the laws and regulations in each
jurisdiction in which we operate, the complexity of the laws and
regulations to which we are subject, including customs
regulations, labor laws, competition laws, and domestic and
international tax legislation, makes it difficult for us to
ensure that we are currently, or will be in the future,
compliant with all laws and regulations. We may be required to
make significant expenditures or modify our business practices
to comply with existing or future laws or regulations, and
unfavorable resolution to litigation or a violation of
applicable laws and regulations may increase our costs and
materially limit our ability to operate our business.
Our
operations are reliant on information technology, and any
interruption or other failure in our information technology
systems may impair our ability to compete effectively in the
apparel industry, including our ability to provide services to
our customers and meet the needs of management.
The efficient operation of our business is dependent on
information technology. Information systems are used in all
stages of our operations from design to distribution and as a
method of communication with our customers and suppliers as well
as our domestic and foreign employees. We also rely on
information systems to provide relevant and accurate information
to our management in order to allocate resources and forecast
and report our operating results. Service interruptions may
occur as a result of a number of factors, including computer
viruses, hacking or other unlawful activities by third parties,
disasters, or failures to properly install, upgrade, integrate,
protect, repair or maintain our systems. We periodically assess
the appropriateness and relevance of our current financial and
operational systems, which could result in a change to or
replacement of these systems in the future. In doing so, there
can be no assurances that we will be successful in developing or
25
acquiring competitive systems which are responsive to our needs
and the needs of our customers. Any interruption, or other
failure, of critical business information systems, including an
interruption or failure caused by our inability to successfully
upgrade or change our financial or operational systems, could
cause difficulties in operating our business and communicating
with our customers, which could cause our sales and profits to
decrease.
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|
Item 1B.
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Unresolved
Staff Comments
|
None.
Our administrative and sales functions are conducted in
approximately 0.5 million square feet of owned and leased
space in various locations in the United States, the United
Kingdom and Hong Kong. We utilize approximately 1.7 million
square feet of owned and leased facilities in the United States,
Germany, Mexico and Honduras in conducting our distribution and
manufacturing functions. We also lease approximately
0.4 million square feet located in the United States and
the United Kingdom for retail stores and restaurants, each of
which is less than 15,000 square feet per location. We do
not believe that we are dependent on any individual retail or
restaurant location for our business operations. These retail
stores and restaurants are operated by Tommy Bahama and Ben
Sherman and are described in more detail in Item 1 of this
report. We believe that our existing administrative, sales,
distribution, manufacturing, retail store and restaurant
facilities are well maintained, in good operating condition and
will be adequate for our present level of operations. We
anticipate that we will be able to extend our leases to the
extent that they expire in the near future on terms that are
satisfactory to us, or if necessary, locate substitute
properties on acceptable terms. Details of our principal
administrative, sales, distribution and manufacturing
facilities, including approximate square footage, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
Square
|
|
Lease
|
Location
|
|
Primary Use
|
|
Group
|
|
Footage
|
|
Expiration
|
|
Atlanta, Georgia
|
|
|
Sales/administration
|
|
|
|
Corporate & Lanier Clothes
|
|
|
|
70,000
|
|
|
|
Owned
|
|
Seattle, Washington
|
|
|
Sales/administration
|
|
|
|
Tommy Bahama
|
|
|
|
80,000
|
|
|
|
2015
|
|
Lyons, Georgia
|
|
|
Sales/administration
|
|
|
|
Oxford Apparel
|
|
|
|
90,000
|
|
|
|
Owned
|
|
London, England
|
|
|
Sales/administration
|
|
|
|
Ben Sherman
|
|
|
|
20,000
|
|
|
|
2013
|
|
Lurgan, Northern Ireland
|
|
|
Sales/administration
|
|
|
|
Ben Sherman
|
|
|
|
10,000
|
|
|
|
Owned
|
|
New York, New York
|
|
|
Sales/administration
|
|
|
|
Various
|
|
|
|
100,000
|
|
|
|
Various
|
|
Hong Kong
|
|
|
Sales/administration
|
|
|
|
Oxford Apparel
|
|
|
|
30,000
|
|
|
|
Various
|
|
Auburn, Washington
|
|
|
Distribution center
|
|
|
|
Tommy Bahama
|
|
|
|
260,000
|
|
|
|
2015
|
|
Lyons, Georgia
|
|
|
Distribution center
|
|
|
|
Oxford Apparel
|
|
|
|
330,000
|
|
|
|
Owned
|
|
Toccoa, Georgia
|
|
|
Distribution center
|
|
|
|
Lanier Clothes
|
|
|
|
310,000
|
|
|
|
Owned
|
|
Greenville, Georgia
|
|
|
Distribution center
|
|
|
|
Lanier Clothes
|
|
|
|
120,000
|
|
|
|
Owned
|
|
Tegucigalpa, Honduras
|
|
|
Manufacturing plant
|
|
|
|
Oxford Apparel
|
|
|
|
80,000
|
|
|
|
Owned
|
|
Merida, Mexico
|
|
|
Manufacturing plant
|
|
|
|
Lanier Clothes
|
|
|
|
80,000
|
|
|
|
Owned
|
|
|
|
Item 3.
|
Legal
Proceedings
|
From time to time, we are a party to litigation and regulatory
actions arising in the ordinary course of business. We are not
currently a party to any litigation or regulatory actions that
we believe could reasonably be expected to have a material
adverse effect on our financial position, results of operations
or cash flows.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
None.
26
PART II
|
|
Item 5.
|
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
|
Market
and Dividend Information
Our common stock is listed and traded on the New York Stock
Exchange under the symbol OXM. As of June 1,
2007, there were 488 record holders of our common stock. The
following table sets forth the high and low sale prices and
quarter-end closing prices of our common stock as reported on
the New York Stock Exchange for the quarters indicated.
Additionally, the table indicates the dividends per share
declared on shares of our common stock by our board of directors
for each quarter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
|
Low
|
|
|
Close
|
|
|
Dividends
|
|
|
Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
50.86
|
|
|
$
|
43.99
|
|
|
$
|
45.98
|
|
|
$
|
0.18
|
|
Third Quarter
|
|
$
|
52.05
|
|
|
$
|
42.17
|
|
|
$
|
47.28
|
|
|
$
|
0.18
|
|
Second Quarter
|
|
$
|
53.98
|
|
|
$
|
40.13
|
|
|
$
|
50.55
|
|
|
$
|
0.15
|
|
First Quarter
|
|
$
|
42.10
|
|
|
$
|
34.34
|
|
|
$
|
41.51
|
|
|
$
|
0.15
|
|
Fiscal 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter
|
|
$
|
52.74
|
|
|
$
|
38.01
|
|
|
$
|
41.77
|
|
|
$
|
0.15
|
|
Third Quarter
|
|
$
|
57.58
|
|
|
$
|
42.00
|
|
|
$
|
46.18
|
|
|
$
|
0.15
|
|
Second Quarter
|
|
$
|
56.99
|
|
|
$
|
40.87
|
|
|
$
|
55.84
|
|
|
$
|
0.135
|
|
First Quarter
|
|
$
|
51.68
|
|
|
$
|
41.01
|
|
|
$
|
44.86
|
|
|
$
|
0.135
|
|
Additionally, on July 27, 2007, our board of directors
declared a cash dividend of $0.18 per share payable on
August 31, 2007 to shareholders of record on
August 15, 2007, which will be the 189th consecutive
quarterly dividend we have paid since we became a public company
in July 1960.
For details about limitations on our ability to pay dividends,
see Note 5 of our consolidated financial statements and
Part I, Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations, both
contained in this report.
Recent
Sales of Unregistered Securities
We did not sell any unregistered securities during fiscal 2007.
Purchases
of Equity Securities by the Issuer and Affiliated
Purchases
We have certain stock incentive plans as described in
Note 7 to our consolidated financial statements included in
this report, all of which are publicly announced plans. Under
the plans, we can repurchase shares from employees to cover the
employee tax liabilities related to the exercise of stock
options or the vesting of previously restricted shares. We did
not repurchase any shares under these programs during the fourth
quarter of fiscal 2007.
On August 3, 2006, our board of directors approved a stock
repurchase authorization for up to one million shares of our
common stock. In accordance with the authorization, we may
repurchase our common shares from time to time in privately
negotiated or open market transactions. As of June 1, 2007,
no shares had been repurchased under this plan.
27
|
|
Item 6.
|
Selected
Financial Data
|
Our selected financial data below reflects the impact of our
fiscal 2004 acquisition of Tommy Bahama and our fiscal 2005
acquisition of Ben Sherman. In addition, the selected financial
data below reflects the divestiture of substantially all of the
assets of our Womenswear Group operations in fiscal 2006,
resulting in those operations being classified as discontinued
operations for all periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Fiscal 2004
|
|
|
Fiscal 2003
|
|
|
|
(Dollars in thousands, except per share amounts)
|
|
|
Net sales
|
|
$
|
1,128,907
|
|
|
$
|
1,109,116
|
|
|
$
|
1,056,787
|
|
|
$
|
818,687
|
|
|
$
|
455,840
|
|
Cost of goods sold
|
|
|
681,147
|
|
|
|
677,429
|
|
|
|
653,538
|
|
|
|
515,481
|
|
|
|
339,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
447,760
|
|
|
|
431,687
|
|
|
|
403,249
|
|
|
|
303,206
|
|
|
|
115,896
|
|
Selling, general and
administrative expenses
|
|
|
356,970
|
|
|
|
339,073
|
|
|
|
314,413
|
|
|
|
228,293
|
|
|
|
99,993
|
|
Amortization of intangible assets
|
|
|
6,405
|
|
|
|
7,642
|
|
|
|
8,622
|
|
|
|
6,670
|
|
|
|
38
|
|
Royalties and other operating
income
|
|
|
16,462
|
|
|
|
13,144
|
|
|
|
12,060
|
|
|
|
5,114
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
100,847
|
|
|
|
98,116
|
|
|
|
92,274
|
|
|
|
73,357
|
|
|
|
15,865
|
|
Interest expense, net
|
|
|
22,214
|
|
|
|
23,971
|
|
|
|
26,146
|
|
|
|
23,530
|
|
|
|
1,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
78,633
|
|
|
|
74,145
|
|
|
|
66,128
|
|
|
|
49,827
|
|
|
|
14,093
|
|
Income taxes
|
|
|
26,313
|
|
|
|
22,944
|
|
|
|
22,177
|
|
|
|
18,363
|
|
|
|
5,778
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations
|
|
|
52,320
|
|
|
|
51,201
|
|
|
|
43,951
|
|
|
|
31,464
|
|
|
|
8,315
|
|
(Loss) earnings from discontinued
operations, net of taxes
|
|
|
(183
|
)
|
|
|
19,270
|
|
|
|
5,876
|
|
|
|
8,252
|
|
|
|
12,012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
52,137
|
|
|
$
|
70,471
|
|
|
$
|
49,827
|
|
|
$
|
39,716
|
|
|
$
|
20,327
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings from
continuing operations per common share
|
|
$
|
2.93
|
|
|
$
|
2.88
|
|
|
$
|
2.53
|
|
|
$
|
1.88
|
|
|
$
|
0.55
|
|
Diluted (loss) earnings from
discontinued operations per common share
|
|
$
|
(0.01
|
)
|
|
$
|
1.08
|
|
|
$
|
0.34
|
|
|
$
|
0.49
|
|
|
$
|
0.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings per common
share
|
|
$
|
2.92
|
|
|
$
|
3.96
|
|
|
$
|
2.87
|
|
|
$
|
2.38
|
|
|
$
|
1.34
|
|
Diluted weighted average shares
outstanding
|
|
|
17,881
|
|
|
|
17,781
|
|
|
|
17,350
|
|
|
|
16,699
|
|
|
|
15,143
|
|
Dividends declared
|
|
$
|
11,741
|
|
|
$
|
9,899
|
|
|
$
|
8,515
|
|
|
$
|
7,285
|
|
|
$
|
6,314
|
|
Dividends declared per common share
|
|
$
|
0.66
|
|
|
$
|
0.57
|
|
|
$
|
0.51
|
|
|
$
|
0.45
|
|
|
$
|
0.42
|
|
Total assets related to continuing
operations
|
|
$
|
908,738
|
|
|
$
|
826,380
|
|
|
$
|
826,297
|
|
|
$
|
598,951
|
|
|
$
|
408,247
|
|
Total assets
|
|
$
|
908,738
|
|
|
$
|
885,595
|
|
|
$
|
905,877
|
|
|
$
|
694,817
|
|
|
$
|
494,365
|
|
Long-term debt, less current
maturities
|
|
$
|
199,294
|
|
|
$
|
200,023
|
|
|
$
|
289,076
|
|
|
$
|
198,814
|
|
|
$
|
198,586
|
|
Shareholders equity
|
|
$
|
450,945
|
|
|
$
|
398,701
|
|
|
$
|
303,501
|
|
|
$
|
238,977
|
|
|
$
|
189,365
|
|
Capital expenditures
|
|
$
|
31,312
|
|
|
$
|
24,953
|
|
|
$
|
23,407
|
|
|
$
|
14,073
|
|
|
$
|
1,969
|
|
Depreciation and amortization
included in continuing operations
|
|
$
|
23,125
|
|
|
$
|
22,734
|
|
|
$
|
21,943
|
|
|
$
|
17,971
|
|
|
$
|
5,029
|
|
Amortization of deferred financing
costs
|
|
$
|
2,465
|
|
|
$
|
2,462
|
|
|
$
|
4,439
|
|
|
$
|
2,655
|
|
|
$
|
50
|
|
Book value per share at year-end
|
|
$
|
25.27
|
|
|
$
|
22.59
|
|
|
$
|
17.97
|
|
|
$
|
14.74
|
|
|
$
|
12.59
|
|
Return (net earnings from
continuing operations) on average shareholders equity
|
|
|
12.3
|
%
|
|
|
14.6
|
%
|
|
|
16.2
|
%
|
|
|
14.7
|
%
|
|
|
4.6
|
%
|
Return (net earnings from
continuing operations) on average total assets related to
continuing operations
|
|
|
5.8
|
%
|
|
|
6.2
|
%
|
|
|
6.2
|
%
|
|
|
6.2
|
%
|
|
|
2.9
|
%
|
28
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
|
The following discussion and analysis of our operations, cash
flows, liquidity and capital resources should be read in
conjunction with our consolidated financial statements contained
in this report.
OVERVIEW
We generate revenues and cash flow through the design, sale,
production and distribution of branded and private label
consumer apparel and footwear for men, women and children and
the licensing of company-owned trademarks. Our principal markets
and customers are located primarily in the United States and, to
a lesser extent, the United Kingdom. We source substantially all
of our products through third party producers in foreign
countries. We primarily distribute our products through our
wholesale customers which include chain stores, department
stores, specialty stores, specialty catalog retailers, mass
merchants and Internet retailers. We also sell products of
certain of our owned brands through our own retail stores.
We operate in an industry that is highly competitive. We believe
our ability to continuously evaluate and respond to changing
consumer demands and tastes across multiple market segments,
distribution channels and geographic regions is critical to our
success. Although our approach is aimed at diversifying our
risks, misjudging shifts in consumer preferences could have a
negative affect on future operating results. Other key aspects
of competition include brand image, quality, distribution
method, price, customer service and intellectual property
protection. We believe our size and global operating strategies
help us to compete successfully by providing opportunities for
operating synergies. Our success in the future will depend on
our ability to continue to design products that are acceptable
to the markets we serve and to source our products on a
competitive basis while still earning appropriate margins.
We are executing a strategy to move towards a business model
that is more focused on brands owned or controlled by us. Our
decision to follow this strategy is driven in part by the
continued consolidation in the retail industry and the
increasing concentration of apparel manufacturing in a
relatively limited number of offshore markets, trends which make
the private label business increasingly more competitively
challenging. Significant steps in our execution of this strategy
include our June 2003 acquisition of Tommy Bahama; our July 2004
acquisition of Ben Sherman; the divestiture of our private label
Womenswear Group in June 2006; the closure of certain of our
manufacturing facilities located in Latin America and the
associated shifts in our Oxford Apparel and Lanier Clothes
operating groups towards package purchases from third party
manufacturers primarily in the Far East; and the acquisition of
several other trademarks and related operations including
Solitude, Arnold Brant and Hathaway. In the future, we will
continue to look for opportunities by which we can make further
progress with this strategy, including through organic growth in
our owned brands, the acquisition of additional brands, and
further streamlining of portions of our private label businesses
that do not have the potential to meet our operating income
expectations.
The most significant factors impacting our results and
contributing to the change in diluted net earnings from
continuing operations per common share of $2.93 in fiscal 2007
from $2.88 in fiscal 2006 were:
|
|
|
|
|
a $10.0 million, or 14.0%, increase in the operating income
of Tommy Bahama primarily due to the increased sales and a
reduction in intangible asset amortization expense;
|
|
|
|
a $2.0 million, or 18.9%, decrease in the operating income
of Ben Sherman primarily as a result of a reduction in net sales
and operating income in the United Kingdom and the United States;
|
|
|
|
a $13.2 million, or 75.7%, decrease in the operating income
of Lanier Clothes primarily due to the challenging conditions
and sluggish demand in the tailored clothing market in fiscal
2007;
|
|
|
|
a $8.2 million, or 56.3%, increase in operating income in
Oxford Apparel primarily due to a reduction in selling, general
and administrative expenses and the purchase of a two-thirds
interest in the entity that owns the Hathaway trademark in the
United States and certain other countries; and
|
|
|
|
an effective tax rate of 33.5% and 30.9% in fiscal 2007 and
fiscal 2006, respectively. Fiscal 2006 was impacted by the
repatriation of certain earnings of our foreign subsidiaries,
under the provisions of the
|
29
|
|
|
|
|
American Jobs Creation Act of 2004. We believe our effective tax
rate in fiscal 2008 will approximate 34.0% to 34.5%.
|
RESULTS
OF OPERATIONS
The following tables set forth the line items in our
consolidated statements of earnings data both in dollars and as
a percentage of net sales. The tables also set forth the
percentage change of the data as compared to the prior year. We
have calculated all percentages based on actual data, but
percentage columns may not add due to rounding. Individual line
items of our consolidated statements of earnings may not be
directly comparable to those of our competitors, as statement of
earnings classification of certain expenses may vary by company.
The results of operations of Ben Sherman are included in our
consolidated statements of earnings from the date of acquisition
on July 30, 2004.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In thousands)
|
|
|
Net sales
|
|
$
|
1,128,907
|
|
|
$
|
1,109,116
|
|
|
$
|
1,056,787
|
|
Cost of goods sold
|
|
|
681,147
|
|
|
|
677,429
|
|
|
|
653,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
447,760
|
|
|
|
431,687
|
|
|
|
403,249
|
|
Selling, general and administrative
|
|
|
356,970
|
|
|
|
339,073
|
|
|
|
314,413
|
|
Amortization of intangible assets
|
|
|
6,405
|
|
|
|
7,642
|
|
|
|
8,622
|
|
Royalties and other operating
income
|
|
|
16,462
|
|
|
|
13,144
|
|
|
|
12,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
100,847
|
|
|
|
98,116
|
|
|
|
92,274
|
|
Interest expense, net
|
|
|
22,214
|
|
|
|
23,971
|
|
|
|
26,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
78,633
|
|
|
|
74,145
|
|
|
|
66,128
|
|
Income taxes
|
|
|
26,313
|
|
|
|
22,944
|
|
|
|
22,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations
|
|
|
52,320
|
|
|
|
51,201
|
|
|
|
43,951
|
|
(Loss) earnings from discontinued
operations, net of taxes
|
|
|
(183
|
)
|
|
|
19,270
|
|
|
|
5,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
52,137
|
|
|
$
|
70,471
|
|
|
$
|
49,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Net Sales
|
|
|
|
|
|
|
Fiscal Year
|
|
|
% Change
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
06-07
|
|
|
05-06
|
|
|
Net sales
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
100.0
|
%
|
|
|
1.8
|
%
|
|
|
5.0
|
%
|
Cost of goods sold
|
|
|
60.3
|
%
|
|
|
61.1
|
%
|
|
|
61.8
|
%
|
|
|
0.5
|
%
|
|
|
3.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
39.7
|
%
|
|
|
38.9
|
%
|
|
|
38.2
|
%
|
|
|
3.7
|
%
|
|
|
7.1
|
%
|
Selling, general and administrative
|
|
|
31.6
|
%
|
|
|
30.6
|
%
|
|
|
29.8
|
%
|
|
|
5.3
|
%
|
|
|
7.8
|
%
|
Amortization of intangible assets
|
|
|
0.6
|
%
|
|
|
0.7
|
%
|
|
|
0.8
|
%
|
|
|
(16.2
|
)%
|
|
|
(11.4
|
)%
|
Royalties and other operating
income
|
|
|
1.5
|
%
|
|
|
1.2
|
%
|
|
|
1.1
|
%
|
|
|
25.2
|
%
|
|
|
9.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
8.9
|
%
|
|
|
8.8
|
%
|
|
|
8.7
|
%
|
|
|
2.8
|
%
|
|
|
6.3
|
%
|
Interest expense, net
|
|
|
2.0
|
%
|
|
|
2.2
|
%
|
|
|
2.5
|
%
|
|
|
(7.3
|
)%
|
|
|
(8.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
7.0
|
%
|
|
|
6.7
|
%
|
|
|
6.3
|
%
|
|
|
6.1
|
%
|
|
|
12.1
|
%
|
Income taxes
|
|
|
2.3
|
%
|
|
|
2.1
|
%
|
|
|
2.1
|
%
|
|
|
14.7
|
%
|
|
|
3.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations
|
|
|
4.6
|
%
|
|
|
4.6
|
%
|
|
|
4.2
|
%
|
|
|
2.2
|
%
|
|
|
16.5
|
%
|
(Loss) earnings from discontinued
operations, net of taxes
|
|
|
0.0
|
%
|
|
|
1.7
|
%
|
|
|
0.6
|
%
|
|
|
NM
|
|
|
|
227.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
4.6
|
%
|
|
|
6.4
|
%
|
|
|
4.7
|
%
|
|
|
(26.0
|
)%
|
|
|
41.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
OPERATING
GROUPS
Our business is operated through our four operating groups:
Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. We
identify our operating groups based on the way our management
organizes the components of our business for purposes of
allocating resources and assessing performance. In connection
with the close of fiscal 2007 and due in part to changes in our
management reporting structure, we reassessed and changed our
operating groups for reporting purposes. Leaders of the
operating groups report directly to our Chief Executive Officer.
All amounts presented below for previous periods have been
restated to reflect the revised operating groups.
In Tommy Bahama we design, source and market collections of
mens and womens sportswear and related products
under brands that including Tommy Bahama, Indigo Palms and
Island Soft. Tommy Bahamas products can be found in our
own retail stores as well as certain department stores and
independent specialty stores throughout the United States. The
target consumers of Tommy Bahama are affluent 35 and older men
and women who embrace a relaxed and casual approach to daily
living. Tommy Bahama also licenses its brands for a wide variety
of product categories.
Ben Sherman is a London-based designer, marketer and distributor
of branded sportswear and footwear. We also license the Ben
Sherman name to third parties for various product categories.
Ben Sherman was established in 1963 as an edgy, young
mens, Mod-inspired shirt brand and has evolved
into a global lifestyle brand of apparel and footwear targeted
at youthful-thinking men and women ages 19 to 35. We offer
a full Ben Sherman sportswear collection as well as tailored
clothing, footwear and accessories. Our Ben Sherman products can
be found in certain department stores and a variety of
independent specialty stores, as well as in our own Ben Sherman
retail stores.
Lanier Clothes designs and markets branded and private label
mens suits, sportcoats, suit separates and dress slacks
across a wide range of price points. Our Lanier Clothes branded
products include Nautica, Kenneth Cole (beginning in fiscal
2008), Dockers, Oscar de la Renta, O Oscar (beginning in fiscal
2008) and Geoffrey Beene, all of which are licensed to us
by third parties. In fiscal 2006, we acquired the Arnold Brant
brand, which is an upscale tailored brand that is intended to
blend modern elements of style with affordable luxury. In
addition to the branded businesses, we design and source certain
private label tailored clothing products. Significant private
label brands include Stafford, Alfani, Tasso Elba and
Lands End. Our Lanier Clothes products are sold to
national chains, department stores, mass merchants, specialty
stores, specialty catalog retailers and discount retailers
throughout the United States.
Oxford Apparel produces branded and private label dress shirts,
suited separates, sport shirts, dress slacks, casual slacks,
outerwear, sweaters, jeans, swimwear, westernwear and golf
apparel. We design and source certain private label programs for
several customers including programs for Lands End, LL
Bean and Eddie Bauer. Owned brands of Oxford Apparel include
Oxford Golf, Solitude, Wedge, Kona Wind, Tranquility Bay, Ely,
Cattleman and Cumberland Outfitters. Oxford Apparel also owns a
two-thirds interest in the entity that in turn owns the Hathaway
trademark in the United States and several other countries.
Oxford Apparel also licenses from third parties the right to use
the Tommy Hilfiger, Dockers and United States Polo Association
trademarks for certain apparel products. Our Oxford Apparel
products are sold to a variety of department stores, mass
merchants, specialty catalog retailers, discount retailers,
specialty retailers, green grass golf merchants and
Internet retailers throughout the United States.
Corporate and Other is a reconciling category for reporting
purposes and includes our corporate offices, substantially all
financing activities, LIFO inventory accounting adjustments and
other costs that are not allocated to the operating groups. LIFO
inventory calculations are made on a legal entity basis which
does not correspond to our operating group definitions as
portions of Lanier Clothes and Oxford Apparel are on the LIFO
basis of accounting. Therefore, LIFO inventory accounting
adjustments are not allocated to operating groups.
31
The information below presents certain information about our
operating groups:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
Percent Change
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
06 -07
|
|
|
05 -06
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
465,121
|
|
|
$
|
409,141
|
|
|
$
|
399,658
|
|
|
|
13.7
|
%
|
|
|
2.4
|
%
|
Ben Sherman
|
|
|
156,773
|
|
|
|
166,606
|
|
|
|
154,105
|
|
|
|
(5.9
|
)%
|
|
|
8.1
|
%
|
Lanier Clothes
|
|
|
165,159
|
|
|
|
180,411
|
|
|
|
173,168
|
|
|
|
(8.5
|
)%
|
|
|
4.2
|
%
|
Oxford Apparel
|
|
|
339,309
|
|
|
|
352,932
|
|
|
|
329,333
|
|
|
|
(3.9
|
)%
|
|
|
7.2
|
%
|
Corporate and Other
|
|
|
2,545
|
|
|
|
26
|
|
|
|
523
|
|
|
|
NM
|
|
|
|
(95.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,128,907
|
|
|
$
|
1,109,116
|
|
|
$
|
1,056,787
|
|
|
|
1.8
|
%
|
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
Percent Change
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
06 -07
|
|
|
05 -06
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
81,533
|
|
|
$
|
71,522
|
|
|
$
|
54,128
|
|
|
|
14.0
|
%
|
|
|
32.1
|
%
|
Ben Sherman
|
|
|
8,372
|
|
|
|
10,329
|
|
|
|
22,305
|
|
|
|
(18.9
|
)%
|
|
|
(53.7
|
)%
|
Lanier Clothes
|
|
|
4,238
|
|
|
|
17,422
|
|
|
|
21,376
|
|
|
|
(75.7
|
)%
|
|
|
(18.5
|
)%
|
Oxford Apparel
|
|
|
22,749
|
|
|
|
14,556
|
|
|
|
14,556
|
|
|
|
56.3
|
%
|
|
|
0.0
|
%
|
Corporate and Other
|
|
|
(16,045
|
)
|
|
|
(15,713
|
)
|
|
|
(20,091
|
)
|
|
|
(2.1
|
)%
|
|
|
21.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
100,847
|
|
|
$
|
98,116
|
|
|
$
|
92,274
|
|
|
|
2.8
|
%
|
|
|
6.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As we changed our reporting of our operating groups in the
fourth quarter of fiscal 2007, we have presented quarterly net
sales and operating income information for each operating group
by quarter for fiscal 2007 (in thousands).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarter
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Total
|
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
104,148
|
|
|
$
|
107,807
|
|
|
$
|
119,215
|
|
|
$
|
133,951
|
|
|
$
|
465,121
|
|
Ben Sherman
|
|
|
39,092
|
|
|
|
43,825
|
|
|
|
31,090
|
|
|
|
42,766
|
|
|
|
156,773
|
|
Lanier Clothes
|
|
|
40,682
|
|
|
|
51,121
|
|
|
|
36,163
|
|
|
|
37,193
|
|
|
|
165,159
|
|
Oxford Apparel
|
|
|
99,037
|
|
|
|
88,121
|
|
|
|
79,753
|
|
|
|
72,398
|
|
|
|
339,309
|
|
Corporate and Other
|
|
|
1,119
|
|
|
|
113
|
|
|
|
374
|
|
|
|
939
|
|
|
|
2,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
284,078
|
|
|
$
|
290,987
|
|
|
$
|
266,595
|
|
|
$
|
287,247
|
|
|
$
|
1,128,907
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarter
|
|
|
|
First
|
|
|
Second
|
|
|
Third
|
|
|
Fourth
|
|
|
Total
|
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
16,835
|
|
|
$
|
13,927
|
|
|
$
|
22,234
|
|
|
$
|
28,537
|
|
|
$
|
81,533
|
|
Ben Sherman
|
|
|
1,920
|
|
|
|
4,741
|
|
|
|
(1,070
|
)
|
|
|
2,781
|
|
|
|
8,372
|
|
Lanier Clothes
|
|
|
2,496
|
|
|
|
3,721
|
|
|
|
(357
|
)
|
|
|
(1,622
|
)
|
|
|
4,238
|
|
Oxford Apparel
|
|
|
6,195
|
|
|
|
5,228
|
|
|
|
4,089
|
|
|
|
7,237
|
|
|
|
22,749
|
|
Corporate and Other
|
|
|
(4,436
|
)
|
|
|
(2,597
|
)
|
|
|
(5,224
|
)
|
|
|
(3,788
|
)
|
|
|
(16,045
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
23,010
|
|
|
$
|
25,020
|
|
|
$
|
19,672
|
|
|
$
|
33,145
|
|
|
$
|
100,847
|
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32
For more details on each of our operating groups, see
Note 10 of our consolidated financial statements contained
in this report.
FISCAL
2007 COMPARED TO FISCAL 2006
The discussion below compares our results of operations for
fiscal 2007 to those in fiscal 2006. Each percentage change
provided below reflects the change between these periods unless
indicated otherwise.
Net sales increased $19.8 million, or 1.8%, in
fiscal 2007 as a result of the changes in sales as discussed
below.
Tommy Bahama reported an increase in net sales of
$56.0 million, or 13.7%. The increase was primarily due to
an increase in unit sales of 16.6% primarily due to growth in
Tommy Bahama Relax, Tommy Bahama Golf 18 and Tommy Bahama Swim
products and an increase in the total number of retail stores
from 59 at June 2, 2006 to 68 at June 1, 2007. These
factors were partially offset by a decrease in the average
selling price per unit of 3.2%, primarily because our sales of
Tommy Bahama products at wholesale grew faster than sales at
retail.
Ben Sherman reported a decrease in net sales of
$9.8 million, or 5.9%. The decrease was primarily due to a
decrease in unit sales of 13.5% resulting from a unit sales
decline in the United Kingdom and the United States. This
decline was primarily due to the continued weakness in the
United Kingdom apparel market through much of fiscal 2007 and
our efforts to restrict distribution of Ben Sherman products and
decreases inventory levels at retail in the United States. This
decrease in unit sales was partially offset by an increase in
the average selling price per unit of 8.8%, which was
primarily due to an 8.6% increase in the average exchange rate
between the United States dollar and the British pound sterling.
Lanier Clothes reported a decrease in net sales of
$15.3 million, or 8.5%. The decrease was primarily due to a
unit sales decrease of 8.5% primarily due to sluggish demand in
the tailored clothing market at retail as well as our difficulty
in forecasting demand for the combined operations of Macys
following its merger with May Company and operational issues
associated with shifts in sourcing to new locations and
repositioning certain of our Lanier Clothes product lines.
Oxford Apparel reported a decrease in net sales of
$13.6 million, or 3.9%. The decrease was primarily due to a
decrease in the average selling price per unit of 8.0%. This
decrease was due to product mix including an increase in the
percentage of sales on an FOB Foreign Port basis, which
generally have lower sell prices and the exit from certain lines
of business. The decrease in the selling price per unit was
partially offset by an increase of 4.5% in unit sales, primarily
due to new programs in fiscal 2007, including sales of Hathaway
branded products.
Gross profit increased 3.7% in fiscal 2007. The increase
was due to higher sales, as described above, and higher gross
margins. Gross margins increased from 38.9% during fiscal 2006
to 39.7% during fiscal 2007. The increase was primarily due to
the increased sales of Tommy Bahama, which has higher gross
margins, and decreased sales in the other operating groups.
Additionally, we incurred approximately $2.2 million of
costs and plant operating losses related to the closure of
manufacturing facilities by Oxford Apparel and Lanier Clothes in
fiscal 2006.
Our gross profit may not be directly comparable to those of our
competitors, as income statement classifications of certain
expenses may vary by company.
Selling, general and administrative expenses, or
SG&A, increased 5.3% in fiscal 2007. SG&A was
31.6% of net sales in fiscal 2007 compared to 30.6% in fiscal
2006. The increase in SG&A was primarily due to the
expenses associated with opening new Tommy Bahama retail stores
and the increase in the average currency exchange rate related
to our Ben Sherman business in the United Kingdom. Additionally,
in fiscal 2007, we recognized approximately $3.3 million in
severance costs in Oxford Apparel, Lanier Clothes and Corporate
and Other, and in fiscal 2006 we recognized approximately
$1.2 million of restructuring costs primarily related to
the consolidation of certain support functions in Oxford Apparel.
33
Amortization of intangible assets decreased 16.2% in
fiscal 2007. The change was primarily due to certain intangible
assets acquired as part of our previous acquisitions, which
generally have a greater amount of amortization in the earlier
periods following the acquisition than later periods. We expect
that amortization expense will decrease in future years unless
we acquire additional intangible assets with definite lives.
Royalties and other operating income increased 25.2% in
fiscal 2007. The increase was primarily due to our share of
equity income received from an unconsolidated entity that owns
the Hathaway trademark in the United States and several other
countries, which was acquired in the first quarter of fiscal
2007, and a pre-tax gain of $2.0 million on the sale of our
Monroe, Georgia facility in fiscal 2007.
Operating income increased 2.8% in fiscal 2007 due to the
changes discussed below.
Tommy Bahama reported a $10.0 million, or 14.0%, increase
in operating income in fiscal 2007. The net increase was
primarily due to higher net sales, as discussed above, and a
decrease in amortization of intangible assets. This was
partially offset by higher SG&A due to the additional Tommy
Bahama retail stores opened during fiscal 2007.
Ben Sherman reported a $2.0 million, or 18.9%, decrease in
operating income in fiscal 2007. The net decrease was primarily
due to the decrease in sales and operating income in the United
Kingdom and United States markets which were partially offset by
the improved results from our operations in other international
markets and the positive impact of foreign currency exchange
rates on our earnings from the United Kingdom.
Lanier Clothes reported a $13.2 million, or 75.7%, decrease
in operating income in fiscal 2007. The net decrease was
primarily due to the sluggish demand in the tailored clothing
market and challenging conditions, as discussed above, that
resulted in decreased sales and gross margins which included
higher inventory markdowns and allowances during fiscal 2007. In
fiscal 2007, Lanier Clothes incurred approximately
$0.9 million in severance costs, and in fiscal 2006 Lanier
Clothes incurred approximately $1.2 million of costs and
operating losses related to the closure of a manufacturing
facility in Honduras.
Oxford Apparel reported a $8.2 million, or 56.3%, increase
in operating income in fiscal 2007. The net increase was
primarily due to reduced SG&A resulting from the exit of
certain lines of business and a reduction of associated
infrastructure, increased equity income from the unconsolidated
entity that owns the Hathaway trademark, and a pre-tax gain of
$2.0 million from the sale of our Monroe, Georgia facility.
These items were partially offset by the impact of the reduced
sales as discussed above. Additionally, in fiscal 2007, we
incurred approximately $1.0 million of severance costs in
Oxford Apparel, and in fiscal 2006 we recognized approximately
$2.2 million of costs related to the closure of
manufacturing facilities and the consolidation of certain Oxford
Apparel support functions.
The Corporate and Other operating loss increased 2.1% in fiscal
2007. The increase in the operating loss was primarily due to
severance costs partially offset by payments we received for
certain corporate administrative services we provided to the
purchaser of the assets of the Womenswear Group pursuant to a
transition services agreement, which will not continue in fiscal
2008.
Interest expense, net decreased 7.3% in fiscal 2007. The
decrease in interest expense was due to lower levels of debt
during fiscal 2007, partially offset by higher interest rates in
fiscal 2007.
Income taxes were at an effective tax rate of 33.5% for
fiscal 2007 as compared to 30.9% for fiscal 2006. The fiscal
2006 effective tax rate benefited from the impact of the
repatriation of earnings of certain of our foreign subsidiaries
and changes in certain contingency reserves. The fiscal 2007
effective tax rate benefited from the reversal of a deferred tax
liability in association with a change in our assertion
regarding our initial investment in a foreign subsidiary, which
is now considered permanently reinvested, partially offset by a
change in certain contingency reserves and other adjustments to
tax balances arising in prior years. We believe our effective
tax rate in fiscal 2008 will approximate 34.0% to 34.5%
Discontinued operations resulted from the disposition of
our Womenswear Group operations on June 2, 2006, leading to
all Womenswear operations being reclassified to discontinued
operations for all periods presented. The decrease in earnings
from discontinued operations was primarily due to fiscal 2006
including
34
the full operations and the gain on sale of the Womenswear
Group, while fiscal 2007 only included incidental items related
to the Womenswear Group.
FISCAL
2006 COMPARED TO FISCAL 2005
The discussion below compares our results of operations for
fiscal 2006 to those in fiscal 2005. Each percentage change
provided below reflects the change between these periods unless
indicated otherwise.
Net sales increased by $52.3 million, or 5.0%, in
fiscal 2006. The increase was primarily due to an increase in
the average selling price per unit of 2.3% and an increase in
unit sales of 2.1%.
Tommy Bahama reported a $9.5 million, or 2.4%, increase in
net sales in fiscal 2006. The increase was due primarily to an
average selling price per unit increase of 3.3%, excluding the
private label business, resulting from increased retail sales
and a higher average selling price per unit on branded wholesale
business. The increase in retail sales was primarily due to an
increase in the number of retail stores from 53 at the end of
fiscal 2005 to 59 at the end of fiscal 2006. The higher average
selling price per unit on branded wholesale business was due to
lower levels of off-price merchandise during fiscal 2006. The
net sales increase was partially offset by Tommy Bahamas
exit from the private label business, which accounted for
$10.0 million of sales in fiscal 2005 and virtually no
sales in fiscal 2006.
Ben Sherman, which we acquired on July 31, 2004, reported a
$12.5 million, or 8.1%, increase in net sales in fiscal
2006, primarily due to its inclusion in our results of
operations for twelve months in fiscal 2006 as compared to ten
months in fiscal 2005. The increase in units sold was partially
offset by a decrease in the average selling price per unit which
was primarily due to the high level of markdowns and allowances
required for our products in fiscal 2006.
Lanier Clothes reported a $7.2 million, or 4.2%, increase
in net sales in fiscal 2006. The increase was the result of a
2.5% increase in unit sales and a 1.6% increase in the average
selling price per unit. The increase in sales was primarily due
to the acquisition of the Arnold Brant business in the second
quarter of fiscal 2006. The increase in net sales from Arnold
Brant of approximately $11.4 million was partially offset
by a decline in net sales in certain branded merchandise of the
group.
Oxford Apparel reported a $23.6 million, or 7.2%, increase
in net sales in fiscal 2006. The increase was primarily due to a
3.6% increase in the average selling price per unit and a 3.4%
increase in units shipped. The increase in unit sales was due to
new marketing initiatives, including our Solitude and Wedge
brands and certain dress shirt replenishment programs, partially
offset by decreases in other replenishment programs. The
increase in average selling price per unit was due to product
mix.
Gross profit increased 7.1% in fiscal 2006. The increase
was due to higher sales and higher gross margins. Gross margins
increased from 38.2% of net sales in fiscal 2005 to 38.9% of net
sales in fiscal 2006. The increase was primarily due to the
increased margins of Tommy Bahama partially offset by the sales
increases in the lower-margin Oxford Apparel and Lanier Clothes
and the one-time costs of approximately $2.2 million
associated with the closure of four manufacturing facilities in
Oxford Apparel and Lanier Clothes in fiscal 2006.
Our gross profit may not be directly comparable to those of our
competitors, as income statement classifications of certain
expenses may vary by company.
Selling, general and administrative expenses, increased
7.8% during fiscal 2006. SG&A was 29.8% of net sales in
fiscal 2005 compared to 30.6% of net sales in fiscal 2006. The
increase in SG&A was primarily due to:
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the ownership of Ben Sherman, which has a higher SG&A
structure than certain of our other operating groups, for twelve
months in fiscal 2006 compared to ten months in fiscal 2005;
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additional Tommy Bahama retail stores;
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expenses associated with the
start-up of
new marketing initiatives in Oxford Apparel;
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35
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|
|
|
|
costs of approximately $1.2 million associated with the
consolidation of certain support functions in Oxford
Apparel; and
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|
operating expenses of the Arnold Brant business in Lanier
Clothes which has a higher SG&A structure than the rest of
Lanier Clothes.
|
Amortization of intangible assets decreased 11.4% in
fiscal 2006. The decrease was due to certain intangible assets
acquired as part of our acquisitions of Tommy Bahama and Ben
Sherman, which have a greater amount of amortization in the
earlier periods following the acquisition than later periods.
This decline was partially offset by recognizing amortization
related to the intangible assets acquired in the Ben Sherman
transaction for the entire period during the twelve months of
fiscal 2006 compared to only ten months in the prior year.
Royalties and other operating income increased 9.0% in
fiscal 2006. The increase was primarily due to the benefit of
licensing related to Ben Sherman for the entire twelve months of
fiscal 2006, as well as higher royalty income from existing and
additional licenses for the Tommy Bahama brand.
Operating income increased 6.3% in fiscal 2006 primarily
due to the net effect of the following factors:
Tommy Bahama reported an increase of $17.4 million, or
32.1%, in operating income in fiscal 2006. The increase in
operating income was primarily due to:
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improvements in gross margins due to higher retail sales,
improvements in product sourcing and improved inventory
management, which resulted in reduced markdowns;
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exiting the private label business, which produced lower
margins; and
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reduced amortization expense related to intangible assets.
|
Ben Sherman reported a $12.0 million, or 53.7%, decrease in
operating income in fiscal 2006. The decline was primarily due
to poorly performing product lines, which resulted in markdowns,
allowances and returns in fiscal 2006.
Lanier Clothes reported a $4.0 million, or 18.5%, decrease
in operating income in fiscal 2006. The decline was primarily
due to the closure of manufacturing facilities as discussed
above and the operating loss experienced by the Arnold Brant
business while it was being integrated into our operations.
Oxford Apparel operating income was relatively flat in fiscal
2006 compared to fiscal 2005. The impact of the sales increase
was offset by the closure of manufacturing facilities,
consolidation of support functions and streamlining of
operations discussed above.
Corporate and Other operating loss decreased $4.4 million,
or 21.8%, in fiscal 2006. The decrease in operating loss was
primarily due to decreased parent company expenses, including a
decrease in incentive compensation.
Interest expense, net decreased 8.3% in fiscal
2006. The decrease in interest expense was primarily due to a
non-recurring $1.8 million charge recognized in the first
quarter of fiscal 2005 related to the refinancing of our
U.S. revolving credit facility in July 2004 and lower debt
levels in fiscal 2006, partially offset by higher interest rates
during fiscal 2006.
Income taxes were at an effective tax rate of 30.9% for
fiscal 2006 compared to 33.5% for fiscal 2005. The fiscal 2006
effect tax rate benefited from the impact of the repatriation of
earnings of certain of our foreign subsidiaries and changes in
certain contingency reserves. The fiscal 2005 effective tax rate
benefited from changes in certain contingency reserves.
Discontinued operations resulted from the disposition of
our Womenswear Group operations on June 2, 2006, leading to
all Womenswear Group operations being reclassified to
discontinued operations for all periods presented and diluted
earnings from discontinued operations per common share of $1.08
in fiscal 2006 and $0.34 in fiscal 2005. The increase in
earnings from gain on sale and discontinued operations was
primarily due to the gain on the sale of our Womenswear Group
operations and higher sales in fiscal 2006.
36
FINANCIAL
CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary source of revenue and cash flow is our operating
activities in the United States and to some extent the United
Kingdom. When cash inflows are less than cash outflows, subject
to their terms, we also have access to amounts under our
U.S. Revolver and U.K. Revolver, each of which are
described below. We may seek to finance future capital
investment programs through various methods, including, but not
limited to, cash flow from operations, borrowings under our
current or additional credit facilities and sales of debt or
equity securities.
Our liquidity requirements arise from the funding of our working
capital needs, which include inventory, other operating expenses
and accounts receivable, funding of capital expenditures,
payment of quarterly dividends, repayment of our indebtedness
and acquisitions, if any. Generally, our product purchases are
acquired through trade letters of credit which are drawn against
our lines of credit at the time of shipment of the products and
reduce the amounts available under our lines of credit when
issued.
Cash and cash equivalents on hand was $36.9 million
and $10.5 million at June 1, 2007 and June 2,
2006, respectively.
Operating
Activities
During fiscal 2007 and 2006, our continuing operations generated
$59.6 million and $81.0 million of cash, respectively.
The operating cash flows were primarily the result of earnings
from continuing operations for the period adjusted for non-cash
activities such as depreciation, amortization and stock
compensation expense and changes in our working capital
accounts. In fiscal 2007, the significant changes in working
capital included higher amounts of inventories and lower current
liabilities partially offset by lower receivables and higher
non-current liabilities, each as discussed below. In fiscal
2006, the significant changes in working capital included
significantly lower levels of inventory and accounts payable.
Our working capital ratio, which is calculated by dividing total
current assets by total current liabilities, was 2.35:1 and
1.98:1 at June 1, 2007 and June 2, 2006, respectively.
The change was due to the higher levels of cash and inventory on
hand and the significant reduction of current liabilities as
well as the impact of having no assets and liabilities related
to discontinued operations at June 1, 2007.
Receivables were $138.0 million and
$144.1 million at June 1, 2007 and June 2, 2006,
respectively, representing a decrease of 4%. The decrease was
primarily due to lower wholesale sales and higher retail sales
in the last two months of fiscal 2007 compared to fiscal 2006.
Days sales outstanding for our accounts receivable,
excluding retail sales, was 52 days and 54 days at
June 1, 2007 and June 2, 2006, respectively.
Inventories were $137.3 million and
$123.6 million at June 1, 2007 and June 2, 2006,
respectively, an increase of 11%. Inventory for Tommy Bahama
increased primarily due to inventory requirements of our new
Tommy Bahama retail stores. Inventory for Lanier Clothes
increased due to lower than planned sales which resulted in
higher than optimal levels in our replenishment programs and
seasonal inventories at June 1, 2007. We expect the
inventory levels in Lanier Clothes to stabilize during fiscal
2008. Inventory in Ben Sherman remained relatively consistent
with the prior year. Inventory levels in Oxford Apparel
decreased as we have refocused the operations of Oxford Apparel
towards higher-margin products and discontinued certain programs
that previously required a significant inventory investment. Our
days supply of inventory on hand related to continuing
operations, using a FIFO basis, was 101 and 91 days at
June 1, 2007 and June 2, 2006, respectively.
Prepaid expenses were $22.0 million and
$20.2 million at June 1, 2007 and June 2, 2006,
respectively.
Current liabilities, excluding current liabilities
related to discontinued operations of $30.7 million at
June 2, 2006, were $142.4 million and
$149.6 million at June 1, 2007 and June 2, 2006,
respectively. The decrease in current liabilities was primarily
due to the a general reduction in accounts payable and accrued
expenses partially offset by an increase in the earn-out payable
with respect to our acquisition of Tommy Bahama of
$10.7 million at June 1, 2007 compared to June 2,
2006.
37
Non-current deferred income tax liabilities were
$75.1 million and $76.6 million at June 1, 2007
and June 2, 2006, respectively. The decrease was primarily
a result of changes in property, plant and equipment basis
differences, amortization of acquired intangible assets and
deferred compensation balances.
Other non-current liabilities, which primarily consist of
deferred rent and deferred compensation amounts, were
$40.9 million and $30.0 million at June 1, 2007
and June 2, 2006, respectively. The increase was primarily
due to the recognition of additional deferred rent during fiscal
2007 as well as the deferral of certain compensation payments to
our executives in accordance with our deferred compensation plan.
Current assets and current liabilities related to
discontinued operations decreased from the balances at
June 2, 2006 as the assets were converted to cash and the
liabilities were paid during fiscal 2007.
Investing
Activities
During fiscal 2007, investing activities used $51.5 million
in cash. We paid approximately $22.7 million related to
acquisitions consisting of the fiscal 2006 Tommy Bahama earn-out
payment and the acquisition of an ownership interest in an
unconsolidated entity that owns the Hathaway trademark in the
United States and certain other countries. Additionally, we
incurred capital expenditures of $31.3 million, primarily
related to new Tommy Bahama and Ben Sherman retail stores in
fiscal 2007.
During fiscal 2006, investing activities used $34.6 million
in cash. We paid $11.9 million for acquisitions in fiscal
2006 consisting of the fiscal 2005 Tommy Bahama earn-out
payment, the payments for the acquisition of the Solitude and
Arnold Brant trademarks and related working capital and an
investment in an unconsolidated entity that owns a factory in
China. Additionally, approximately $25.0 million of capital
expenditures were incurred, primarily related to new Tommy
Bahama and Ben Sherman retail stores.
Non-current assets including property, plant and
equipment, goodwill, intangible assets and other non-current
assets increased primarily as a result of the fiscal 2007 and
cumulative earn-out payments related to the Tommy Bahama
acquisition, capital expenditures for our retail stores and the
impact of changes in foreign currency exchange rates. These
increases were partially offset by the depreciation of our
property, plant and equipment and amortization of our intangible
assets and deferred financing costs.
Financing
Activities
During fiscal 2007, financing activities used $10.8 million
of cash primarily attributable to the payment of approximately
$14.4 million of dividends on our common stock, which was
partially offset by $4.6 million of cash provided by the
exercise of employee stock options.
During fiscal 2006, financing activities used approximately
$98.0 million in cash. The cash flow generated from our
operating activities in excess of our investments as well as the
proceeds from the disposition of the Womenswear Group operations
were used to repay amounts on our lines of credit during fiscal
2006. We also received $4.0 million of cash provided from
the exercise of employee stock options. These amounts were
partially offset by the payment of $9.5 million of
dividends on our common shares during fiscal 2006.
On July 27, 2007, our board of directors declared a cash
dividend of $0.18 per share payable on August 31, 2007 to
shareholders of record on August 15, 2007. That dividend
will be the 189th consecutive quarterly dividend we have
paid since we became a public company in July 1960. We expect to
pay dividends in future quarters. However, we may decide to
discontinue or modify dividend payments at any time if we
determine that other uses of our capital, including, but not
limited to, payment of outstanding debt, repurchases of shares
outstanding or funding of future acquisitions, may be in our
best interest, if our expectations of future cash flows and
future cash needs outweigh the ability to pay a dividend or if
the terms of our credit facilities limit our ability to pay
dividends. We may borrow to fund dividends in the short-term
based on our expectations of operating cash flows in future
periods. All cash flow from operations will not necessarily be
paid out as dividends in all periods.
38
Debt was approximately $199.7 million and
$200.2 million at June 1, 2007 and June 2, 2006,
respectively.
Cash
Flows from Discontinued Operations
During fiscal 2007, 2006 and 2005, the Womenswear Group
generated cash flow of $28.3 million, $55.8 million
and $10.2 million, respectively. The cash flows from
discontinued operations for fiscal 2007 were primarily due to
the net assets related to the discontinued operations as of
June 2, 2006 being converted to cash during the period. The
cash flows from discontinued operations for fiscal 2006 and 2005
were due to the earnings of the Womenswear Group in those years,
adjusted for any changes in working capital accounts during the
year, as well as the proceeds from the disposition of the
Womenswear Group operations in fiscal 2006 as discussed in
Note 1 of our consolidated financial statements included in
this report.
Liquidity
and Capital Resources
The table below provides a description of our significant
financing arrangements and the amounts outstanding under these
financing arrangements (in thousands) at June 1, 2007:
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$280 million U.S. Secured
Revolving Credit Facility (U.S. Revolver), which
accrues interest, unused line fees and letter of credit fees
based upon a pricing grid tied to certain debt ratios, requires
interest payments monthly with principal due at maturity (July
2009), and is collateralized by substantially all the assets of
our domestic subsidiaries
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$
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£12 million Senior
Secured Revolving Credit Facility (U.K. Revolver),
which accrues interest at the banks base rate plus 1.0%,
requires interest payments monthly with principal payable on
demand or at maturity (July 2007), and is collateralized by
substantially all the United Kingdom assets of Ben Sherman
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$200 million Senior Unsecured
Notes (Senior Unsecured Notes), which accrue
interest at 8.875% (effective rate of 9.0%), require interest
payments semi-annually on June 1 and December 1 of each year,
require payment of principal at maturity (June 2011), are
subject to certain prepayment penalties, as discussed below, and
are guaranteed by our domestic subsidiaries
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200,000
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Other debt, including capital
lease obligations with varying terms and conditions,
collateralized by the respective assets
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403
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|
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Total debt
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|
$
|
200,403
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|
|
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Unamortized discount on Senior
Unsecured Notes
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|
(706
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)
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Short-term debt and current
maturities of long-term debt
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|
(403
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)
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Total long-term debt, less current
maturities
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$
|
199,294
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The U.S. Revolver, the U.K. Revolver and the Senior
Unsecured Notes each include certain debt covenant restrictions
that require us or our subsidiaries to maintain certain
financial ratios that are customary for similar facilities. The
U.S. Revolver also includes limitations on certain
restricted payments such as earn-outs, payment of dividends and
prepayment of debt. As of June 1, 2007, we were compliant
with all financial covenants and restricted payment provisions
related to our debt agreements.
The U.S. Revolver and U.K. Revolver are used to finance
trade letters of credit and standby letters of credit as well as
provide funding for other operating activities and acquisitions.
As of June 1, 2007, approximately $54.6 million of
trade letters of credit and other limitations on availability
were outstanding against the U.S. Revolver and the U.K.
Revolver. The aggregate net availability under our
U.S. Revolver and U.K. Revolver agreements was
approximately $245.8 million as of June 1, 2007.
The Senior Unsecured Notes are subject to redemption at any time
after June 1, 2007, at our option, in whole or in part, on
not less than 30 nor more than 60 days prior notice.
During the period from June 1, 2007 through May 31,
2008, the amount paid at redemption would be equal to 104.438%
of the aggregate principal amount of the Senior Unsecured Notes
to be redeemed together with accrued and unpaid interest, if
any, to the
39
date of redemption. During the period from June 1, 2008
through May 31, 2009, the amount paid at redemption would
be equal to 102.219% of the aggregate principal amount of the
Senior Unsecured Notes to be redeemed together with accrued and
unpaid interest, if any, to the date of redemption. Subsequent
to June 1, 2009, the amount paid at redemption would be
equal to 100.000% of the aggregate principal amount of the
Senior Unsecured Notes to be redeemed together with accrued and
unpaid interest, if any, to the date of redemption.
Our debt to total capitalization ratio was 31% and 33% at
June 1, 2007 and June 2, 2006, respectively. The
change in this ratio was primarily a result of cash flows from
operations during fiscal 2007 and the net assets related to the
discontinued operations of the Womenswear Group at June 2,
2006 being converted into cash during fiscal 2007. Our debt
level, as well as the ratio of debt to total capitalization, in
future years may not be comparable to the balance at
June 1, 2007 as we continuously assess and periodically
make changes to our capital structure and may make additional
acquisitions or investments in the future.
We anticipate that we will be able to satisfy our ongoing cash
requirements, which generally consist of working capital needs,
capital expenditures (primarily for the opening of additional
Tommy Bahama and Ben Sherman retail stores) and interest
payments on our debt during the next twelve months, primarily
from cash on hand and cash flow from operations supplemented by
borrowings under our lines of credit, if necessary. Our need for
working capital is typically seasonal with the greatest
requirements generally existing from the late second quarter to
early fourth quarter of each year as we build inventory for the
spring/summer season. Our capital needs will depend on many
factors including our growth rate, the need to finance increased
inventory levels and the success of our various products.
If appropriate investment opportunities arise that exceed the
availability under our existing credit facilities, we believe
that we will be able to fund such acquisitions through
additional or refinanced debt facilities or the issuance of
additional equity. However, our ability to obtain additional
borrowings or refinance our credit facilities will depend on
many factors, including the prevailing market conditions, our
financial condition and our ability to negotiate favorable terms
and conditions. There is no assurance that financing would be
available on terms that are acceptable or favorable to us, if at
all. At maturity of the U.S. Revolver, the U.K. Revolver
and the Senior Unsecured Notes, we anticipate that we will be
able to refinance the facilities and debt with terms available
in the market at that time.
The following table summarizes our contractual cash obligations,
as of June 1, 2007, by future period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
Less Than
|
|
|
1-3
|
|
|
3-5
|
|
|
After
|
|
|
|
|
|
|
1 year
|
|
|
Years
|
|
|
Years
|
|
|
5 Years
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital leases
|
|
$
|
7
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
7
|
|
Senior Unsecured Notes
|
|
|
|
|
|
|
|
|
|
|
200,000
|
|
|
|
|
|
|
|
200,000
|
|
Interest on Senior Unsecured Notes
|
|
|
17,750
|
|
|
|
35,500
|
|
|
|
17,750
|
|
|
|
|
|
|
|
71,000
|
|
Short-term debt, including lines
of credit
|
|
|
396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
396
|
|
Operating leases
|
|
|
29,971
|
|
|
|
60,416
|
|
|
|
55,266
|
|
|
|
92,148
|
|
|
|
237,801
|
|
Minimum royalty payments
|
|
|
8,203
|
|
|
|
11,819
|
|
|
|
3,955
|
|
|
|
|
|
|
|
23,977
|
|
Letters of credit
|
|
|
54,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54,599
|
|
Contingent purchase price
|
|
|
22,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
133,501
|
|
|
$
|
107,735
|
|
|
$
|
276,971
|
|
|
$
|
92,148
|
|
|
$
|
610,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above table does not include our interest payments for our
U.S. Revolver as the interest rate, and the amount that
will be outstanding during any fiscal year, will be dependent
upon future events which are not known at this time.
40
Our anticipated capital expenditures for the next twelve months
are expected to approximate $35 million. These expenditures
will consist primarily of the continued expansion of our retail
operations of Tommy Bahama and Ben Sherman.
Common
Stock Repurchase Program
On August 3, 2006, our board of directors approved a stock
repurchase authorization for up to one million shares of our
common stock. In accordance with the authorization, we may
repurchase our common shares from time to time in privately
negotiated or open market transactions. As of June 1, 2007,
no shares had been repurchased under this plan.
Off
Balance Sheet Arrangements
We have not entered into agreements which meet the SECs
definition of an off balance sheet financing arrangement, other
than operating leases, and have made no financial commitments to
or guarantees with any unconsolidated subsidiaries or special
purpose entities.
CRITICAL
ACCOUNTING POLICIES
The discussion and analysis of our financial condition and
results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with
accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and related
disclosures. On an ongoing basis, we evaluate our estimates,
including those related to receivables, inventories, intangible
assets, income taxes, contingencies and litigation and other
accrued expenses. We base our estimates on historical experience
and on various other assumptions that are not readily apparent
from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We believe
that we have appropriately applied our critical accounting
policies. However, in the event that inappropriate assumptions
or methods were used relating to the critical accounting
policies below, our consolidated statements of earnings could be
misstated.
The detailed summary of significant accounting policies is
included in Note 1 to our consolidated financial statements
contained in this report. The following is a brief discussion of
the more significant accounting policies and methods we use.
Revenue
Recognition and Accounts Receivable
Our revenue consists of wholesale, retail store and restaurant
sales. We consider revenue realized or realizable and earned
when the following criteria are met: (1) persuasive
evidence of an agreement exists, (2) delivery has occurred,
(3) our price to the buyer is fixed and determinable, and
(4) collectibility is reasonably assured.
For sales within our wholesale operations, we consider a
completed purchase order or some form of electronic
communication from the customer requesting the goods persuasive
evidence of an agreement. For substantially all of our wholesale
sales, our products are considered sold and delivered at the
time that the products are shipped as substantially all products
are sold based on FOB shipping point terms. This generally
coincides with the time that title passes and the risks and
rewards of ownership have passed to the customer. For certain
transactions in which the goods do not pass through our owned or
third distribution centers and title and the risks and rewards
of ownership pass at the time the goods leave the foreign port,
revenue is recognized at that time. In certain cases in which we
retain the risk of loss during shipment, revenue recognition
does not occur until the goods have reached the specified
customer. Retail store revenue, net of estimated returns, and
restaurant revenues are recorded at the time of sale to
consumers. Retail store and restaurant revenues are recorded net
of applicable sales taxes in our consolidated statements of
earnings.
In the normal course of business we offer certain discounts or
allowances to our wholesale customers. Wholesale
operations sales are recorded net of such discounts,
allowances, advertising support not specifically
41
relating to the reimbursement for actual advertising expenses by
our customers and provisions for estimated returns. As certain
allowances and other deductions are not finalized until the end
of a season, program or other event which may not have occurred
yet, we estimate such discounts and allowances on an ongoing
basis considering historical and current trends, projected
seasonal results and other factors. We record the discounts,
returns and allowances as a reduction to net sales in our
consolidated statements of earnings.
In circumstances where we become aware of a specific
customers inability to meet its financial obligations, a
specific reserve for bad debts is taken as a reduction to
accounts receivable to reduce the net recognized receivable to
the amount reasonably expected to be collected. Such amounts are
written off at the time that the amounts are not considered
collectible. For all other customers, we recognize reserves for
bad debts and uncollectible chargebacks based on our historical
collection experience, the financial condition of our customers,
an evaluation of current economic conditions and anticipated
trends. We record such charges and write-offs to selling,
general and administrative expenses in our consolidated
statements of earnings.
We have determined that gift card balances are unlikely to be
redeemed once they have been outstanding for four years and
therefore may be recognized as income, subject to applicable
laws in certain states. Gift card breakage is included in net
sales in our consolidated statements of earnings.
Royalties, which are generally based on the greater of a
percentage of the licensees actual net sales or a
contractually determined minimum royalty amount, are recorded
based upon the guaranteed minimum levels and adjusted as sales
data is received from licensees. We may receive initial payments
for the grant of license rights, which are recognized as revenue
over the term of the license agreement. Such income is included
in royalties and other income in our consolidated statements of
earnings.
Inventories
For operating group reporting, inventory is carried at the lower
of FIFO cost or market. We continually evaluate the composition
of our inventories for identification of distressed inventory.
For wholesale inventory, we estimate the amount of goods that we
will not be able to sell in the normal course of business and
write down the value of these goods. For retail inventory, we
provide an allowance for shrinkage and goods expected to be sold
below cost. Each of these estimates are based on our historical
experience as well as an assessment of the inventory quantity,
quality and mix, consumer and retailer preferences and the
current market conditions.
For consolidated financial reporting, significant portions of
our inventories are valued at the lower of LIFO cost or market.
LIFO inventory calculations are made on a legal entity basis
which does not correspond to our operating group definitions.
Therefore, LIFO inventory accounting adjustments are not
allocated to the respective operating groups. As part of LIFO
accounting, markdowns for inventory valued at LIFO cost are
deferred until the period in which the goods are sold. However,
in non-routine circumstances, such as discontinuance of a
product line, markdowns below the allocated LIFO reserve are not
deferred. Both the LIFO reserve and the markdown deferral are
reflected in Corporate and Other for operating group reporting
purposes included in Note 10 to our consolidated financial
statements and in the results of operations in our
Managements Discussion and Analysis of Financial Condition
and Results of Operations included in this report.
Goodwill,
net
Goodwill is recognized as the amount by which the cost to
acquire a company or group of assets exceeds the fair value of
assets acquired less any liabilities assumed at acquisition.
Such goodwill is allocated to the respective reporting unit at
the time of acquisition. Goodwill is not amortized but instead
evaluated for impairment annually or more frequently if events
or circumstances indicate that the goodwill might be impaired.
The evaluation of the recoverability of goodwill includes
valuations of each applicable underlying business using fair
value techniques and market comparables which may include a
discounted cash flow analysis or an independent appraisal. The
discount rate used in this analysis is an estimate of the risk
adjusted market-based cost of capital. If this analysis
indicates an impairment of goodwill balances, the impairment is
recognized in the consolidated financial statements.
Intangible
Assets, net
At acquisition, we estimate and record the fair value of
purchased intangible assets, which primarily consist of
trademarks and trade names, license agreements and customer
relationships. The fair values of these
42
intangible assets are estimated based on managements
assessment as well as independent third party appraisals in some
cases. Such valuation may include a discounted cash flow
analysis of anticipated revenues or cost savings resulting from
the acquired intangible asset using an estimate of a
risk-adjusted market-based cost of capital as the discount rate.
Amortization of intangible assets with finite lives, which
consist of license agreements, certain trademarks, customer
relationships and covenants not to compete, is recognized over
their estimated useful lives using a method of amortization that
reflects the pattern in which the economic benefits of the
intangible assets are consumed or otherwise realized. We
amortize our intangible assets with finite lives for periods of
up to 20 years. Intangible assets with finite lives are
reviewed for impairment periodically if events or changes in
circumstances indicate that the carrying amount may not be
recoverable. If expected future undiscounted cash flows from
operations are less than their carrying amounts, an asset is
determined to be impaired and a loss is recorded for the amount
by which the carrying value of the asset exceeds its fair value.
Trademarks and other intangible assets with indefinite lives are
not amortized but instead evaluated for impairment annually or
more frequently if events or circumstances indicate that the
intangible asset might be impaired. The evaluation of the
recoverability of intangible assets with indefinite lives
includes valuations based on a discounted cash flow analysis.
The fair values of trademarks are estimated on an annual basis
utilizing the relief from royalty method. If this analysis
indicates an impairment of an intangible asset with an
indefinite useful life, the amount of the impairment is
recognized in the consolidated financial statements based on the
amount that the carrying value exceeds the estimated fair value
of the asset.
Income
Taxes
We recognize deferred tax liabilities and assets based on the
difference between the financial and tax bases of assets and
liabilities using enacted tax rates expected to apply to taxable
income in the period in which such amounts are expected to be
realized or settled. Our policy is to recognize net deferred tax
assets, whose realization is dependent on taxable earnings in
future years, when a greater than 50% probability exists that
the tax benefits will actually be realized sometime in the
future. We also provide for a reserve for items when a greater
than 50% probability exists that a tax deduction taken would be
disallowed under examination by the taxing authority. No
material valuation allowances have been recognized in our
financial statements.
RECENT
ACCOUNTING PRONOUNCEMENTS
See Note 1 to our consolidated financial statements
included in this report for a description of recent accounting
pronouncements.
SEASONALITY
Although our various product lines are sold on a year-round
basis, the demand for specific products or styles may be highly
seasonal. For example, the demand for golf and Tommy Bahama
products is higher in the spring and summer seasons. Products
are sold prior to each of the retail selling seasons, including
spring, summer, fall and holiday. As the timing of product
shipments and other events affecting the retail business may
vary, results for any particular quarter may not be indicative
of results for the full year. The percentage of net sales by
quarter for fiscal 2007 was 25%, 26% 24% and 25%, respectively,
and the percentage of operating income by quarter for fiscal
2007 was 23%, 25%, 19% and 33%, respectively, which may not be
indicative of the distribution in future years.
|
|
Item 7A.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
Trade
Policy Risk
Pursuant to the 1994 Agreement on Textiles and Clothing, quotas
among World Trade Organization, or WTO, member countries,
including the United States, were eliminated on January 1,
2005. As a result, the
43
international textile and apparel trade is undergoing a
significant realignment which is changing our sourcing patterns,
could disrupt our supply chain and could put us at a
disadvantage to our competitors.
In addition, notwithstanding quota elimination, under the terms
of Chinas WTO accession agreement, the United States and
other WTO members may re-impose quotas on specific categories of
products in the event it is determined that imports from China
have surged or may surge and are threatening to create a market
disruption for such categories of products (so called
safeguard quota). Pursuant to this authority, both
the United States and the European Union re-imposed quotas on
several important product categories from China during calendar
2005. Subsequent to the imposition of safeguard quotas, both the
United States and China negotiated bilateral quota agreements
that cover a number of important product categories and will
remain in place until December 31, 2008 in the case of the
U.S.-China
bilateral agreement and until December 31, 2007 in the case
of the European Union-China bilateral agreement. The
establishment of these quotas could cause disruption in our
supply chain. Also, until December 2013, the EU and any other
WTO country, can invoke a product specific safeguard mechanism
on any such products, including textile and apparel products,
that are being imported from China in such increased quantities
and under such conditions as to cause or threaten to cause
market disruption to the domestic producers as a whole of like
or directly competitive products. Relief may come in the form of
additional duties or a quota and may remain in place for either
two years or three years depending on whether the increase in
imports is absolute, or relative, compared to world imports. Any
such additional duties or quota could cause disruption in our
supply chain as well.
We benefit from duty-free treatment under international trade
agreements and regulations such as the North American Free Trade
Agreement and the Andean Trade Preference and Drug Eradication
Act. The elimination of such treatment or our inability to
qualify for such benefits would adversely impact our business
and by increasing our cost of goods sold.
Furthermore, under long-standing statutory authority applicable
to imported goods in general, the United States may unilaterally
impose additional duties: (i) when imported merchandise is
sold at less than fair value and causes material injury, or
threatens to cause material injury, to the domestic industry
producing a comparable product (generally known as
anti-dumping duties); or (ii) when foreign
producers receive certain types of governmental subsidies, and
when the importation of their subsidized goods causes material
injury, or threatens to cause material injury, to the domestic
industry producing a comparable product (generally known as
countervailing duties). The imposition of
anti-dumping or countervailing duties on products we import
would increase the cost of those products to us. We may not be
able to pass on any such cost increase to our customers.
Interest
Rate Risk
We are exposed to market risk from changes in interest rates on
our indebtedness, which could impact our financial condition and
results of operations in future periods. Our objective is to
limit the impact of interest rate changes on earnings and cash
flow, primarily through a mix of fixed and variable rate debt.
This assessment also considers our need for flexibility in our
borrowing arrangements resulting from the seasonality of our
business, among other factors. We continuously monitor interest
rates to consider the sources and terms of our borrowing
facilities in order to determine whether we have achieved our
interest rate management objectives.
As of June 1, 2007, we did not have any debt outstanding
subject to variable interest rates. Our average variable rate
borrowings for fiscal 2007 were $8.1 million, with an
average interest rate of 8.1% during the period. Our lines of
credit are based on variable interest rates in order to provide
the necessary borrowing flexibility we require. To the extent
that the amounts outstanding under our variable rate lines of
credit change, our exposure to changes in interest rates would
also change. If our average interest rate for fiscal 2007
increased by 100 basis points, our interest expense would
have been approximately $0.1 million higher during the
fiscal year. Interest expense in fiscal 2007 may not be
indicative of interest expense in future years, particularly if
we acquire additional businesses or change our capital structure.
At June 1, 2007, we had approximately $199.3 million
of fixed rate debt and capital lease obligations outstanding
with substantially all the debt, consisting of our Senior
Unsecured Notes, having an effective
44
interest rate of 9.0% and maturing in June 2011. Such agreements
may result in higher interest expense than could be obtained
under variable interest rate arrangements in certain periods,
but are primarily intended to provide long-term financing of our
capital structure and minimize our exposure to increases in
interest rates. A change in the market interest rate impacts the
fair value of our fixed rate debt but has no impact on interest
incurred or cash flows.
None of our debt was entered into for speculative purposes. We
generally do not engage in hedging activities with respect to
our interest rate risk and do not enter into such transactions
on a speculative basis.
Foreign
Currency Risk
To the extent that we have assets and liabilities, as well as
operations, denominated in foreign currencies that are not
hedged, we are subject to foreign currency transaction and
translation gains and losses. We view our foreign investments as
long-term and as a result we generally do not hedge such foreign
investments. We do not hold or issue any derivative financial
instruments related to foreign currency exposure for speculative
purposes.
We receive United States dollars for most of our product sales.
Less than 15% of our net sales during fiscal 2007 were
denominated in currencies other than the United States dollar.
These sales primarily relate to Ben Sherman sales in the United
Kingdom and Europe. With the United States dollar trading at a
weaker position than it has historically traded versus the pound
sterling and the Canadian dollar, a strengthening United States
dollar could result in lower levels of sales and earnings in our
consolidated statements of earnings in future periods, although
the sales in foreign currencies could be equal to or greater
than amounts as previously reported. Based on our fiscal 2007
sales denominated in foreign currencies, if the dollar had
strengthened by 5% in fiscal 2007, we would have experienced a
decrease in sales of approximately $6.0 million.
Substantially all of our inventory purchases from contract
manufacturers throughout the world are denominated in United
States dollars. Purchase prices for our products may be impacted
by fluctuations in the exchange rate between the United States
dollar and the local currencies of the contract manufacturers,
which may have the effect of increasing our cost of goods sold
in the future. Due to the number of currencies involved and the
fact that not all foreign currencies react in the same manner
against the United States dollar, we cannot quantify in any
meaningful way the potential effect of such fluctuations on
future costs. However, we do not believe that exchange rate
fluctuations will have a material impact on our inventory costs
in future periods.
We may from time to time purchase short-term foreign currency
forward exchange contracts to hedge against changes in foreign
currency exchange rates, but at June 1, 2007, we have not
entered into any such agreements that have not been settled.
During fiscal 2007, foreign currency forward exchange contracts
outstanding did not exceed $30 million at any time. When
such contracts are outstanding, the contracts are marked to
market with the offset being recognized in our consolidated
statement of earnings or other comprehensive income if the
transaction does not or does, respectively, qualify as a hedge
in accordance with accounting principles generally accepted in
the United States.
Commodity
and Inflation Risk
We are affected by inflation and changing prices primarily
through the purchase of raw materials and finished goods and
increased operating costs to the extent that any such
fluctuations are not reflected by adjustments in the selling
prices of our products. Also, in recent years, there has been
deflationary pressure on selling prices, particularly in our
private label businesses. While we have been successful to some
extent in offsetting such deflationary pressures through product
improvements and lower costs, if deflationary price trends
outpace our ability to obtain further price reductions, our
profitability may be adversely affected. Inflation/deflation
risks are managed by each operating group through selective
price increases when possible, productivity improvements and
cost containment initiatives. We do not enter into significant
long-term sales or purchase contracts and we do not engage in
hedging activities with respect to such risk.
45
|
|
Item 8.
|
Financial
Statements and Supplementary Data
|
OXFORD
INDUSTRIES, INC.
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
June 1,
|
|
|
June 2,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In thousands, except par amounts)
|
|
|
ASSETS
|
Current Assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
36,882
|
|
|
$
|
10,479
|
|
Receivables, net
|
|
|
138,035
|
|
|
|
144,079
|
|
Inventories
|
|
|
137,333
|
|
|
|
123,594
|
|
Prepaid expenses
|
|
|
21,991
|
|
|
|
20,214
|
|
Current assets related to
discontinued operations, net
|
|
|
|
|
|
|
59,215
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
334,241
|
|
|
|
357,581
|
|
Property, plant and equipment, net
|
|
|
87,323
|
|
|
|
73,663
|
|
Goodwill, net
|
|
|
222,430
|
|
|
|
199,232
|
|
Intangible assets, net
|
|
|
234,081
|
|
|
|
234,453
|
|
Other non-current assets, net
|
|
|
30,663
|
|
|
|
20,666
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
908,738
|
|
|
$
|
885,595
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Trade accounts payable and other
accrued expenses
|
|
$
|
84,385
|
|
|
$
|
105,038
|
|
Accrued compensation
|
|
|
26,254
|
|
|
|
26,754
|
|
Additional acquisition cost payable
|
|
|
22,575
|
|
|
|
11,897
|
|
Dividends payable
|
|
|
|
|
|
|
2,646
|
|
Income taxes payable
|
|
|
8,827
|
|
|
|
3,138
|
|
Short-term debt and current
maturities of long-term debt
|
|
|
403
|
|
|
|
130
|
|
Current liabilities related to
discontinued operations
|
|
|
|
|
|
|
30,716
|
|
|
|
|
|
|
|
|
|
|
Total current
liabilities
|
|
|
142,444
|
|
|
|
180,319
|
|
Long-term debt, less current
maturities
|
|
|
199,294
|
|
|
|
200,023
|
|
Other non-current liabilities
|
|
|
40,947
|
|
|
|
29,979
|
|
Non-current deferred income taxes
|
|
|
75,108
|
|
|
|
76,573
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
Shareholders
Equity:
|
|
|
|
|
|
|
|
|
Preferred stock, $1.00 par
value; 30,000 authorized and none issued and outstanding at
June 1, 2007 and June 2, 2006
|
|
|
|
|
|
|
|
|
Common stock, $1.00 par
value; 60,000 authorized and 17,843 issued and outstanding at
June 1, 2007; and 17,646 issued and outstanding at
June 2, 2006
|
|
|
17,843
|
|
|
|
17,646
|
|
Additional paid-in capital
|
|
|
81,611
|
|
|
|
74,812
|
|
Retained earnings
|
|
|
341,369
|
|
|
|
300,973
|
|
Accumulated other comprehensive
income
|
|
|
10,122
|
|
|
|
5,270
|
|
|
|
|
|
|
|
|
|
|
Total shareholders
equity
|
|
|
450,945
|
|
|
|
398,701
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Shareholders Equity
|
|
$
|
908,738
|
|
|
$
|
885,595
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
46
OXFORD
INDUSTRIES, INC.
CONSOLIDATED
STATEMENTS OF EARNINGS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Net sales
|
|
$
|
1,128,907
|
|
|
$
|
1,109,116
|
|
|
$
|
1,056,787
|
|
Cost of goods sold
|
|
|
681,147
|
|
|
|
677,429
|
|
|
|
653,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
447,760
|
|
|
|
431,687
|
|
|
|
403,249
|
|
Selling, general and administrative
|
|
|
356,970
|
|
|
|
339,073
|
|
|
|
314,413
|
|
Amortization of intangible assets
|
|
|
6,405
|
|
|
|
7,642
|
|
|
|
8,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
363,375
|
|
|
|
346,715
|
|
|
|
323,035
|
|
Royalties and other operating
income
|
|
|
16,462
|
|
|
|
13,144
|
|
|
|
12,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
100,847
|
|
|
|
98,116
|
|
|
|
92,274
|
|
Interest expense, net
|
|
|
22,214
|
|
|
|
23,971
|
|
|
|
26,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
78,633
|
|
|
|
74,145
|
|
|
|
66,128
|
|
Income taxes
|
|
|
26,313
|
|
|
|
22,944
|
|
|
|
22,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations
|
|
|
52,320
|
|
|
|
51,201
|
|
|
|
43,951
|
|
(Loss) Earnings from discontinued
operations, net of taxes
|
|
|
(183
|
)
|
|
|
19,270
|
|
|
|
5,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
52,137
|
|
|
$
|
70,471
|
|
|
$
|
49,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.96
|
|
|
$
|
2.93
|
|
|
$
|
2.62
|
|
Diluted
|
|
$
|
2.93
|
|
|
$
|
2.88
|
|
|
$
|
2.53
|
|
(Loss) Earnings from discontinued
operations per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.01
|
)
|
|
$
|
1.10
|
|
|
$
|
0.35
|
|
Diluted
|
|
$
|
(0.01
|
)
|
|
$
|
1.08
|
|
|
$
|
0.34
|
|
Net earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
2.95
|
|
|
$
|
4.03
|
|
|
$
|
2.97
|
|
Diluted
|
|
$
|
2.92
|
|
|
$
|
3.96
|
|
|
$
|
2.87
|
|
Weighted average common shares
outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
17,673
|
|
|
|
17,492
|
|
|
|
16,788
|
|
Dilution
|
|
|
208
|
|
|
|
289
|
|
|
|
562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
|
17,881
|
|
|
|
17,781
|
|
|
|
17,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per common share
|
|
$
|
0.66
|
|
|
$
|
0.57
|
|
|
$
|
0.51
|
|
See accompanying notes.
47
OXFORD
INDUSTRIES, INC.
CONSOLIDATED
STATEMENTS OF SHAREHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Common
|
|
|
Paid-In
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
|
|
|
|
Stock
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income
|
|
|
Total
|
|
|
|
(In thousands)
|
|
|
Balance, May 28, 2004
|
|
$
|
16,215
|
|
|
$
|
23,673
|
|
|
$
|
199,089
|
|
|
$
|
|
|
|
$
|
238,977
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings and other
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
49,827
|
|
|
|
298
|
|
|
|
50,125
|
|
Shares issued under stock plans,
net of tax benefit of $1.6 million
|
|
|
184
|
|
|
|
3,879
|
|
|
|
|
|
|
|
|
|
|
|
4,063
|
|
Compensation expense for stock
awards
|
|
|
|
|
|
|
970
|
|
|
|
|
|
|
|
|
|
|
|
970
|
|
Stock issued for acquisition
|
|
|
485
|
|
|
|
17,396
|
|
|
|
|
|
|
|
|
|
|
|
17,881
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
|
|
|
(8,515
|
)
|
|
|
|
|
|
|
(8,515
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 3, 2005
|
|
$
|
16,884
|
|
|
$
|
45,918
|
|
|
$
|
240,401
|
|
|
$
|
298
|
|
|
$
|
303,501
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings and other
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
70,471
|
|
|
|
4,972
|
|
|
|
75,443
|
|
Shares issued under stock plans,
net of tax benefit of $2.2 million
|
|
|
277
|
|
|
|
5,889
|
|
|
|
|
|
|
|
|
|
|
|
6,166
|
|
Compensation expense for stock
awards
|
|
|
|
|
|
|
3,231
|
|
|
|
|
|
|
|
|
|
|
|
3,231
|
|
Stock issued for acquisition
|
|
|
485
|
|
|
|
19,774
|
|
|
|
|
|
|
|
|
|
|
|
20,259
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
|
|
|
(9,899
|
)
|
|
|
|
|
|
|
(9,899
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 2, 2006
|
|
$
|
17,646
|
|
|
$
|
74,812
|
|
|
$
|
300,973
|
|
|
$
|
5,270
|
|
|
$
|
398,701
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings and other
comprehensive income
|
|
|
|
|
|
|
|
|
|
|
52,137
|
|
|
|
4,852
|
|
|
|
56,989
|
|
Shares issued under stock plans,
net of tax benefit of $1.1 million
|
|
|
197
|
|
|
|
4,398
|
|
|
|
|
|
|
|
|
|
|
|
4,595
|
|
Compensation expense for stock
awards
|
|
|
|
|
|
|
2,401
|
|
|
|
|
|
|
|
|
|
|
|
2,401
|
|
Cash dividends declared
|
|
|
|
|
|
|
|
|
|
|
(11,741
|
)
|
|
|
|
|
|
|
(11,741
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 1, 2007
|
|
$
|
17,843
|
|
|
$
|
81,611
|
|
|
$
|
341,369
|
|
|
$
|
10,122
|
|
|
$
|
450,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes.
48
OXFORD
INDUSTRIES, INC
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
|
(In thousands)
|
|
|
Cash Flows From Operating
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations
|
|
$
|
52,320
|
|
|
$
|
51,201
|
|
|
$
|
43,951
|
|
Adjustments to reconcile net
earnings from continuing operations to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
16,720
|
|
|
|
15,092
|
|
|
|
13,321
|
|
Amortization of intangible assets
|
|
|
6,405
|
|
|
|
7,642
|
|
|
|
8,622
|
|
Amortization of deferred financing
costs and bond discount
|
|
|
2,465
|
|
|
|
2,462
|
|
|
|
4,439
|
|
Stock compensation expense
|
|
|
2,401
|
|
|
|
1,292
|
|
|
|
907
|
|
Loss (gain) on sale of property,
plant and equipment
|
|
|
(1,325
|
)
|
|
|
248
|
|
|
|
(95
|
)
|
Equity (income) loss
|
|
|
(1,187
|
)
|
|
|
475
|
|
|
|
(479
|
)
|
Deferred income taxes
|
|
|
(5,962
|
)
|
|
|
(2,847
|
)
|
|
|
(5,014
|
)
|
Stock option income tax benefit
|
|
|
|
|
|
|
2,189
|
|
|
|
1,566
|
|
Changes in working capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
8,075
|
|
|
|
3,689
|
|
|
|
(5,412
|
)
|
Inventories
|
|
|
(12,809
|
)
|
|
|
22,751
|
|
|
|
(32,025
|
)
|
Prepaid expenses
|
|
|
(1,687
|
)
|
|
|
(119
|
)
|
|
|
(1,487
|
)
|
Current liabilities
|
|
|
(17,079
|
)
|
|
|
(27,716
|
)
|
|
|
5,104
|
|
Other non-current assets
|
|
|
340
|
|
|
|
(1,801
|
)
|
|
|
(4,610
|
)
|
Other non-current liabilities
|
|
|
10,929
|
|
|
|
6,397
|
|
|
|
12,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating
activities
|
|
|
59,606
|
|
|
|
80,955
|
|
|
|
41,243
|
|
Cash Flows From Investing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired
|
|
|
(13,260
|
)
|
|
|
(11,501
|
)
|
|
|
(143,727
|
)
|
Investments in unconsolidated
entities
|
|
|
(9,391
|
)
|
|
|
(431
|
)
|
|
|
|
|
Distributions from unconsolidated
entities
|
|
|
|
|
|
|
2,026
|
|
|
|
|
|
Purchases of property, plant and
equipment
|
|
|
(31,312
|
)
|
|
|
(24,953
|
)
|
|
|
(23,407
|
)
|
Proceeds from sale of property,
plant and equipment
|
|
|
2,496
|
|
|
|
265
|
|
|
|
430
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing
activities
|
|
|
(51,467
|
)
|
|
|
(34,594
|
)
|
|
|
(166,704
|
)
|
Cash Flows From Financing
Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment of financing arrangements
|
|
|
(190,349
|
)
|
|
|
(461,326
|
)
|
|
|
(542,473
|
)
|
Proceeds from financing arrangements
|
|
|
189,315
|
|
|
|
368,883
|
|
|
|
624,921
|
|
Deferred financing costs paid
|
|
|
|
|
|
|
|
|
|
|
(2,766
|
)
|
Repurchase of common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common
stock
|
|
|
4,595
|
|
|
|
3,976
|
|
|
|
2,501
|
|
Dividends on common stock
|
|
|
(14,387
|
)
|
|
|
(9,531
|
)
|
|
|
(8,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
financing activities
|
|
|
(10,826
|
)
|
|
|
(97,998
|
)
|
|
|
73,999
|
|
Cash Flows From Discontinued
Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating cash flows provided
by discontinued operations
|
|
|
28,316
|
|
|
|
20,417
|
|
|
|
10,360
|
|
Net investing cash flows provided
by (used in) discontinued operations
|
|
|
|
|
|
|
35,403
|
|
|
|
(71
|
)
|
Net financing cash flows used in
discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by
discontinued operations
|
|
|
28,316
|
|
|
|
55,820
|
|
|
|
10,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash
equivalents
|
|
|
25,629
|
|
|
|
4,183
|
|
|
|
(41,233
|
)
|
Effect of foreign currency
translation on cash and cash equivalents
|
|
|
774
|
|
|
|
(203
|
)
|
|
|
163
|
|
Cash and cash equivalents at the
beginning of year
|
|
|
10,479
|
|
|
|
6,499
|
|
|
|
47,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the
end of year
|
|
$
|
36,882
|
|
|
$
|
10,479
|
|
|
$
|
6,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of
non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrual for additional acquisition
cost
|
|
$
|
22,575
|
|
|
$
|
11,897
|
|
|
$
|
25,754
|
|
Supplemental disclosure of cash
flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for interest, net
|
|
$
|
20,968
|
|
|
$
|
26,250
|
|
|
$
|
33,531
|
|
Cash paid for income taxes
|
|
$
|
29,336
|
|
|
$
|
38,509
|
|
|
$
|
21,196
|
|
See accompanying notes.
49
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
June 1, 2007
|
|
Note 1.
|
Summary
of Significant Accounting Policies
|
Principal
Business Activity
We are an international apparel design, sourcing and marketing
company that features a diverse portfolio of owned and licensed
lifestyle brands, company-owned retail operations, and a
collection of private label apparel businesses. Originally
founded in 1942 as a Georgia corporation, we have undergone a
transformation in recent years as we migrated from our
historical domestic manufacturing roots towards a focus on
designing, sourcing and marketing apparel products bearing
prominent trademarks owned by us.
All references to assets, liabilities, revenues and expenses in
these financial statements reflect continuing operations and
exclude discontinued operations of our Womenswear Group, as
discussed below, unless otherwise indicated.
Fiscal
Year
We operate and report our results of operations using a
52/53 week fiscal year ending on the Friday nearest
May 31. As used in these financial statements, fiscal 2007,
fiscal 2006 and fiscal 2005 refer to our fiscal years ended on
June 1, 2007, June 2, 2006 and June 3, 2005,
respectively. Fiscal 2005 includes operations for a 53-week
period, whereas fiscal 2007 and 2006 each include operations for
a 52-week period.
Principles
of Consolidation
Our consolidated financial statements include the accounts of
Oxford Industries, Inc. and any other entities in which we have
a controlling financial interest, including our wholly owned
domestic and foreign subsidiaries, or entities that meet the
definition of a variable interest entity, of which we are deemed
to be the primary beneficiary. In determining whether a
controlling financial interest exists, we consider ownership of
voting interests, as well as other rights of the investors. The
results of operations of acquired businesses are included in our
consolidated statements of earnings from the respective dates of
the acquisitions. All significant intercompany accounts and
transactions are eliminated in consolidation.
We account for investments in which we exercise significant
influence, but do not control and have not been determined to be
the primary beneficiary, using the equity method of accounting.
Significant influence is generally presumed to exist when we own
between 20% and 50% of the entity. However, as a matter of
policy, if we own a greater than 50% ownership interest in an
entity and the minority shareholders hold certain rights that
allow them to approve or veto certain major decisions of the
business, we would also use the equity method of accounting.
Under the equity method of accounting, original investments are
recorded at cost, and are subsequently adjusted for our
contributions, distributions and share of income or losses of
the joint ventures. Allocations of income and loss and
distributions by the entity are made in accordance with the
terms of the individual joint venture agreements. Our investment
accounted for under the equity method are included in other
assets, net in our consolidated balance sheets and the related
income (loss) is included in royalties and other operating
income in our consolidated statements of earnings.
Our total investment in unconsolidated entities which are
accounted for under the equity method as of June 1, 2007
and June 2, 2006 was $10.4 million and
$0.8 million, respectively. Oxford Apparel continues to own
an interest in an entity that owns a manufacturing facility in
Asia. During fiscal 2007, Oxford Apparel acquired an interest in
an entity which owns certain trademarks, including Hathaway.
During the first quarter of fiscal 2006, Paradise Shoe Company,
LLC, an entity that sold Tommy Bahama shoes, sold substantially
all of its assets and distributed substantially all of the
proceeds to its investors resulting in a $0.5 million gain
for us, which is included in royalties and other operating
income in our consolidated statements of earnings.
50
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Equity income (loss) from our investments in unconsolidated
entities totaled $1.2 million, ($0.5) million and
$0.5 million during fiscal 2007, fiscal 2006 and fiscal
2005, respectively. During fiscal 2007, 2006 and 2005, we
purchased approximately $17.1 million, $11.1 million
and $13.6 million, respectively, of inventory from our
joint ventures accounted for using the equity method of
accounting. The net amount due (to) from the unconsolidated
entities accounted for using the equity method of accounting was
($0.5) million and $0.5 million at June 1, 2007
and June 2, 2006, respectively.
Revenue
Recognition and Accounts Receivable
Our revenue consists of wholesale, retail store and restaurant
sales. We consider revenue realized or realizable and earned
when the following criteria are met: (1) persuasive
evidence of an agreement exists, (2) delivery has occurred,
(3) our price to the buyer is fixed and determinable, and
(4) collectibility is reasonably assured.
For sales within our wholesale operations, we consider a
completed purchase order or some form of electronic
communication from the customer requesting the goods persuasive
evidence of an agreement. For substantially all of our wholesale
sales, our products are considered sold and delivered at the
time that the products are shipped as substantially all products
are sold based on FOB shipping point terms. This generally
coincides with the time that title passes and the risks and
rewards of ownership have passed to the customer. For certain
transactions in which the goods do not pass through our owned or
third party distribution centers and title and the risks and
rewards of ownership pass at the time the goods leave the
foreign port, revenue is recognized at that time. In certain
cases in which we retain the risk of loss during shipment,
revenue recognition does not occur until the goods have reached
the specified customer. Retail store revenue, net of estimated
returns, and restaurant revenues are recorded at the time of
sale to consumers. Retail store and restaurant revenues are
recorded net of applicable sales taxes in our consolidated
statements of earnings.
In the normal course of business we offer certain discounts or
allowances to our wholesale customers. Wholesale
operations sales are recorded net of such discounts,
allowances, advertising support not specifically relating to the
reimbursement for actual advertising expenses by our customers
and provisions for estimated returns. As certain allowances and
other deductions are not finalized until the end of a season,
program or other event which may not have occurred yet, we
estimate such discounts and allowances on an ongoing basis
considering historical and current trends, projected seasonal
results and other factors. We record the discounts, returns and
allowances as a reduction to net sales in our consolidated
statements of earnings. As of June 1, 2007 and June 2,
2006, reserve balances for these items were $14.4 million
and $17.3 million, respectively.
In circumstances where we become aware of a specific
customers inability to meet its financial obligations, a
specific reserve for bad debts is taken as a reduction to
accounts receivable to reduce the net recognized receivable to
the amount reasonably expected to be collected. Such amounts are
written off at the time that the amounts are not considered
collectible. For all other customers, we recognize reserves for
bad debts and uncollectible chargebacks based on our historical
collection experience, the financial condition of our customers,
an evaluation of current economic conditions and anticipated
trends. We record such charges and write-offs to selling,
general and administrative expenses in our consolidated
statements of earnings. As of June 1, 2007 and June 2,
2006, bad debt reserve balances were $1.9 million and
$3.4 million, respectively.
We have determined that gift card balances are unlikely to be
redeemed once they have been outstanding for four years and
therefore may be recognized as income, subject to applicable
laws in certain states. Gift card breakage is included in net
sales in our consolidated statements of earnings.
Royalties, which are generally based on the greater of a
percentage of the licensees actual net sales or a
contractually determined minimum royalty amount, are recorded
based upon the guaranteed minimum levels and adjusted as sales
data is received from licensees. We may receive initial payments
for the grant of license rights, which are recognized as revenue
over the term of the license agreement. Royalties were
$13.3 million,
51
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
$13.4 million and $11.5 million during fiscal 2007,
2006 and 2005, respectively. Such income is included in
royalties and other income in our consolidated statements of
earnings.
Cost
of Goods Sold
We include in cost of goods sold all manufacturing, sourcing and
procurement costs and expenses incurred prior to or in
association with the receipt of finished goods at our
distribution facilities. These costs principally include product
cost, inbound freight charges, import costs, purchasing costs,
internal transfer costs, direct labor, manufacturing overhead,
insurance, duties, brokers fees and consolidators
fees. For retail operations, in-bound freight from our warehouse
to our own retail stores is also included.
Our gross margins may not be directly comparable to those of our
competitors, as statement of earnings classifications of certain
expenses may vary by company.
Selling,
General and Administrative Expenses
We include in selling, general and administrative expenses,
costs incurred subsequent to the receipt of finished goods at
our distribution facilities, such as the cost of inspection,
stocking, warehousing, picking and packing, and shipping and
handling of goods for delivery to customers. Selling, general
and administrative expenses also include product design costs,
selling costs, royalty costs, advertising, promotion and
marketing expenses, professional fees, other general and
administrative expenses and our corporate overhead costs.
Additionally, all costs associated with the operations of our
retail stores and restaurants, such as labor and occupancy
costs, are included in selling, general and administrative
expenses.
Distribution network costs, including shipping and handling, are
included as a component of selling, general and administrative
expenses. In fiscal 2007, 2006 and 2005, distribution network
costs, including shipping and handling, included in selling,
general and administrative expenses totaled approximately
$31.4 million, $28.9 million and $28.3 million,
respectively. We generally classify amounts billed to customers
for shipping and handling fees as revenues and classify costs
related to shipping in selling, general and administrative
expenses in our consolidated statements of earnings.
All costs associated with advertising, promoting and marketing
of our products are expensed during the periods when the
advertisement first shows. Costs associated with cooperative
advertising programs under which we agree to make general
contributions to the customers advertising and promotional
funds are recorded as a reduction to net sales as recognized. If
we negotiate an advertising plan and share in the cost for an
advertising plan that is for specific ads run to market specific
products purchased by the customer from us, and the customer is
required to provide proof that the advertisement was run, such
costs are recognized as selling, general and administrative
expenses. Advertising, promotions and marketing expenses
included in selling, general and administrative expense in
fiscal 2007, 2006 and 2005 were $25.2 million,
$26.4 million and $26.9 million, respectively. Prepaid
advertising, promotions and marketing expenses related to
continuing operations included in prepaid expenses in our
consolidated balance sheets as of June 1, 2007 and
June 2, 2006 were $1.6 million and $1.4 million,
respectively.
Royalty expenses related to continuing operations recognized as
selling, general and administrative expense in fiscal 2007, 2006
and 2005 were $8.8 million, $10.4 million and
$9.2 million, respectively. Such amounts are dependent upon
sales of our products which we sell pursuant to the terms of a
license agreement with another party.
Cash
and Cash Equivalents
We consider cash equivalents to be short-term investments with
original maturities of three months or less for purposes of our
consolidated statements of cash flows.
52
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Inventories
For operating group reporting, inventory is carried at the lower
of FIFO cost or market. We continually evaluate the composition
of our inventories for identification of distressed inventory.
For wholesale inventory, we estimate the amount of goods that we
will not be able to sell in the normal course of business and
write down the value of these goods. For retail inventory, we
provide an allowance for shrinkage and goods expected to be sold
below cost. Each of these estimates are based on our historical
experience as well as an assessment of the inventory quantity,
quality and mix, consumer and retailer preferences and the
current market conditions.
For consolidated financial reporting, significant portions of
our inventories are valued at the lower of LIFO cost or market.
LIFO inventory calculations are made on a legal entity basis
which does not correspond to our operating group definitions.
Therefore, LIFO inventory accounting adjustments are not
allocated to the respective operating groups. As part of LIFO
accounting, markdowns for inventory valued at LIFO cost are
deferred until the period in which the goods are sold. However,
in non-routine circumstances, such as discontinuance of a
product line, markdowns below the allocated LIFO reserve are not
deferred. Both the LIFO reserve and the markdown deferral are
reflected in Corporate and Other for operating group reporting
purposes included in Note 10.
During fiscal 2006, we adopted Financial Accounting Standards
Board, or FASB, Statement No. 151 Inventory Costs, an
Amendment of ARB No. 43 Chapter 4
(FAS 151). FAS 151 requires that items
such as idle facility expense, excessive spoilage, double
freight, and re-handling be recognized as current-period charges
rather than being included in inventory regardless of whether
the costs meet the criterion of abnormal as defined in ARB
No. 43. The adoption of FAS 151 did not have a
material impact on our consolidated financial statements.
Property,
Plant and Equipment, net
Property, plant and equipment, including any assets under
capital leases and our assets paid for by landlords as a tenant
improvement allowance, is carried at cost less accumulated
depreciation. Additions are capitalized while repair and
maintenance costs are charged to operations as incurred.
Depreciation is calculated using both straight-line and
accelerated methods generally over the estimated useful lives of
the assets as follows:
|
|
|
Buildings and improvements
|
|
7 - 50 years
|
Machinery and equipment
|
|
2 - 15 years
|
Leasehold improvements
|
|
Lesser of remaining life of the
asset or lease term
|
Property, plant and equipment is reviewed periodically for
impairment if events or changes in circumstances indicate that
the carrying amount may not be recoverable. If expected future
undiscounted cash flows from operations are less than their
carrying amounts, an asset is determined to be impaired and a
loss is recorded for the amount by which the carrying value of
the asset exceeds its fair value. During fiscal 2007, 2006 and
2005, we did not recognize any material impairment charges for
property, plant and equipment.
Goodwill,
net
Goodwill is recognized as the amount by which the cost to
acquire a company or group of assets exceeds the fair value of
assets acquired less any liabilities assumed at acquisition.
Such goodwill is allocated to the respective reporting unit at
the time of acquisition. Goodwill is not amortized but instead
evaluated for impairment annually or more frequently if events
or circumstances indicate that the goodwill might be impaired.
The evaluation of the recoverability of goodwill includes
valuations of each applicable underlying business using fair
value techniques and market comparables which may include a
discounted cash flow analysis or an independent appraisal. The
discount rate used in this analysis is an estimate of the risk
adjusted
53
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
market-based cost of capital. If this analysis indicates an
impairment of goodwill balances, the impairment is recognized in
the consolidated financial statements.
We test goodwill for impairment as of the first day of the
fourth quarter, which coincides with the timing of our annual
budgeting process that is used in estimating future cash flows
for the analysis. No impairment of goodwill was identified
during fiscal 2007, 2006 or 2005.
Intangible
Assets, net
At acquisition, we estimate and record the fair value of
purchased intangible assets, which primarily consist of
trademarks and trade names, license agreements and customer
relationships. The fair values of these intangible assets are
estimated based on managements assessment as well as
independent third party appraisals in some cases. Such valuation
may include a discounted cash flow analysis of anticipated
revenues or cost savings resulting from the acquired intangible
asset using an estimate of a risk-adjusted market-based cost of
capital as the discount rate.
Amortization of intangible assets with finite lives, which
consist of license agreements, certain trademarks, customer
relationships and covenants not to compete, is recognized over
their estimated useful lives using a method of amortization that
reflects the pattern in which the economic benefits of the
intangible assets are consumed or otherwise realized. We
amortize our intangible assets with finite lives for periods of
up to 20 years. Intangible assets with finite lives are
reviewed for impairment periodically if events or changes in
circumstances indicate that the carrying amount may not be
recoverable. If expected future undiscounted cash flows from
operations are less than their carrying amounts, an asset is
determined to be impaired and a loss is recorded for the amount
by which the carrying value of the asset exceeds its fair value.
No impairment charges for intangible assets with finite lives
were recognized during fiscal 2007, 2006 or 2005.
Trademarks and other intangible assets with indefinite lives are
not amortized but instead evaluated for impairment annually or
more frequently if events or circumstances indicate that the
intangible asset might be impaired. The evaluation of the
recoverability of intangible assets with indefinite lives
includes valuations based on a discounted cash flow analysis.
The fair values of trademarks are estimated on an annual basis
utilizing the relief from royalty method. If this analysis
indicates an impairment of an intangible asset with an
indefinite useful life, the amount of the impairment is
recognized in the consolidated financial statements based on the
amount that the carrying value exceeds the estimated fair value
of the asset.
We test intangible assets with indefinite lives for impairment
as of the first day of the fourth quarter, which coincides with
the timing of our annual budgeting process that is used in
estimating future cash flows for the analysis. No impairment of
intangible assets with indefinite lives was identified during
fiscal 2007, 2006 and 2005.
Prepaid
Expenses and Other Non-Current Assets, net
Amounts included in prepaid expenses primarily consist of
prepaid operating expenses including rent, taxes, insurance and
royalties. Other non-current assets primarily consist of
investments in joint ventures which are accounted for on the
equity method, deferred financing costs and investments related
to our deferred compensation plans.
Deferred financing costs are amortized on a straight-line basis,
which approximates an effective interest method over the life of
the related debt. Amortization expense for deferred financing
costs, which is included in interest expense in the consolidated
statements of earnings was $2.3 million, $2.3 million
and $4.3 million during fiscal 2007, 2006 and 2005,
respectively. In fiscal 2005, approximately $1.8 million of
unamortized deferred financing costs were written off as a
result of an amendment to certain of our financing arrangements
and were included in the amortization expense amount above.
Unamortized deferred financing costs totaled approximately
$6.6 million and $8.9 million at June 1, 2007 and
June 2, 2006, respectively.
54
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Deferred license fees are amortized over the life of the related
license agreement.
Investments held for our deferred compensation plans, consist of
marketable securities and insurance contracts. These securities
approximate the participant-directed investment selections
underlying the deferred compensation liabilities. These
investments, which are held in an irrevocable trust, are
recorded at fair value based on quoted prices in an active
market or based on valuations provided by insurance carriers.
Realized and unrealized gains and losses on these investments
are recorded in our consolidated statements of earnings and
substantially offset the changes in deferred compensation
liabilities to participants resulting from changes in market
values. The total fair value of these investments as of
June 1, 2007 and June 2, 2006 was $11.1 million
and $8.5 million, respectively.
Trade
Accounts Payable, Accrued Compensation and Other Accrued
Expenses
Liabilities for trade accounts payable, accrued compensation and
other accrued expenses are carried at cost which is the fair
value of the consideration expected to be paid in the future for
goods and services received whether or not billed to us.
Accruals for employee insurance and workers compensation, which
are included in accounts payable and other accrued expenses in
our consolidated balance sheets, include estimated settlements
for known claims, as well as accruals for estimates of incurred
but not reported claims based on our claims experience and
statistical trends.
We are subject to certain claims and assessments related to
legal, environmental or tax items in the ordinary course of
business. For those matters where it is probable that we have
incurred a loss and the loss, or range of loss, can be
reasonably estimated, we have recorded reserves in the
consolidated financial statements. In other instances, because
of the uncertainties related to both the probable outcome and
amount or range of loss, we are unable to make a reasonable
estimate of a liability, if any, and therefore have not recorded
a reserve. As additional information becomes available, we
adjust our assessment and estimates of such liabilities
accordingly.
Dividends
Dividends are accrued at the time that the dividend is declared
by our board of directors. During fiscal 2007, dividends were
paid before the end of the quarter in which they were declared,
but in prior years dividends were paid subsequent to the end of
the quarter.
Other
Comprehensive Income
Other comprehensive income includes all changes in equity from
non-owner sources such as foreign currency translation
adjustments. During fiscal 2007, 2006 and 2005, foreign currency
translation adjustments were the only items recorded in other
comprehensive income.
Foreign
Currency Translation
Assets and liabilities denominated in amounts other than the
functional currency are remeasured into the functional currency
at the rate of exchange in effect on the balance sheet date and
income and expenses are remeasured at the average rates of
exchange prevailing during the reporting period. The impact of
any such remeasurement is recognized in our consolidated
statements of earnings in the respective period. These gains and
losses were not material for fiscal 2007, 2006 and 2005. The
financial statements of our subsidiaries for which the
functional currency is a currency other than the United States
dollar are translated into United States dollars at the rate of
exchange in effect on the balance sheet date for the balance
sheet and at the average rates of exchange prevailing during the
period for the statements of earnings. The impact of such
translation is recognized in accumulated other comprehensive
income in our consolidated balance sheets.
55
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Forward
Foreign Exchange Contracts
We are exposed to foreign exchange risk when we purchase or sell
goods in foreign currencies. We may enter into short-term
forward foreign exchange contracts in the ordinary course of
business to mitigate the risk associated with foreign exchange
rate fluctuations related to purchases of inventory by certain
of our foreign subsidiaries. To date, our forward foreign
exchange contracts have not been designated as hedges for
accounting purposes, thus the changes in fair value of the
derivative instruments are included in earnings. Such contracts
have not been entered into for speculative purposes. Unrealized
gains and losses on outstanding foreign currency exchange
contracts used to mitigate currency risk on future purchases are
included in earnings as a component of selling, general and
administrative expenses in our consolidated statements of
earnings and recognized as an asset or liability in our
consolidated balance sheets. Fair values for such contracts are
generally obtained from counterparties. Although we did have
forward foreign exchange contracts outstanding at times during
fiscal 2007, 2006 and 2005, as of June 1, 2007 and
June 2, 2006, we did not have any forward foreign exchange
contracts outstanding.
Fair
Value of Financial Instruments
Our financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable and long-term
debt. Given their short-term nature, the carrying amounts of
cash and cash equivalents, receivables and accounts payable
approximate their fair values. The carrying amounts of our
variable rate borrowings approximate their fair value as the
interest rate changes with the market rate. The fair value of
our fixed rate debt is approximately $208.0 million as of
June 1, 2007 based on a discounted cash flow assessment of
the required principal and interest payments using a
market-based discount rate.
Concentration
of Credit Risk and Significant Customers
Our financial instruments that are exposed to concentrations of
credit risk consist primarily of accounts receivable, for which
the total exposure is limited to the amount recognized in our
consolidated balance sheets. We sell our merchandise in all
major retail distribution channels across the United States, as
well as some distribution channels in other countries. We extend
and continuously monitor credit risk based on an evaluation of
the customers financial condition and credit history and
generally require no collateral. Credit risk is impacted by
conditions or occurrences within the economy and the retail
industry and is principally dependent on each customers
financial condition. Additionally, a decision by the controlling
owner of a group of stores or any significant customer to
decrease the amount of merchandise purchased from us or to cease
carrying our products could have a material adverse effect on
our results of operations in future periods. Macys, our
largest customer, accounted for 10% of our consolidated net
sales in fiscal 2007. No customer accounted for greater than 10%
of our consolidated net sales from continuing operations during
fiscal 2006 and 2005. Macys and Nordstroms accounted for
14% and 13%, respectively, of our consolidated net accounts
receivable as of June 1, 2007.
In fiscal 2007, one customer represented 15% of Tommy Bahama net
sales. One customer represented 11% of Ben Sherman net sales.
Two customers represented 18% and 11% of Oxford Apparel net
sales. Two customers represented 27% and 24% of Lanier Clothes
net sales.
In fiscal 2006, one customer represented 16% of Tommy Bahama net
sales. One customer represented 12% of Ben Sherman net sales.
One customer represented 20% of Oxford Apparel net sales. Three
customers represented 24%, 24% and 13% of Lanier Clothes net
sales.
In fiscal 2005, one customer represented 17% of Tommy Bahama net
sales. One customer represented 13% of Ben Sherman net sales.
Two customers represented 25% and 11% of Oxford Apparel net
sales. Three customers represented 29%, 25% and 18% of Lanier
Clothes net sales.
56
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Leases
In the ordinary course of business we enter into lease
agreements for retail, office and warehouse/distribution space,
as well as leases for certain plant and equipment. The leases
have varying terms and expirations and frequently have
provisions to extend, renew or terminate the lease agreement,
among other terms and conditions, as negotiated. We assess the
lease at inception and determine whether the lease qualifies as
a capital or operating lease. Assets leased under capital leases
and the related liabilities are included in our consolidated
balance sheets in property, plant and equipment and short-term
and long-term debt, respectively. Assets leased under operating
leases are not recognized as assets and liabilities in our
consolidated balance sheets.
When a non-cancelable operating lease includes any fixed
escalation clauses, lease incentives for rent holidays or
landlord build-out related allowances, rent expense is
recognized on a straight-line basis over the initial term of the
lease from the date that we take possession of the space. The
excess between the average rental amount and amounts currently
payable under the lease is recorded in other non-current
liabilities on our consolidated balance sheets. Deferred rent as
of June 1, 2007 and June 2, 2006 was approximately
$25.0 million and $16.0 million, respectively.
Contingent rents, including those based on a percentage of
retail sales over stated levels, and rental payment increases
based on a contingent future event are recognized as the expense
is incurred.
Income
Taxes
We recognize deferred tax liabilities and assets based on the
difference between the financial and tax bases of assets and
liabilities using enacted tax rates expected to apply to taxable
income in the period in which such amounts are expected to be
realized or settled. Our policy is to recognize net deferred tax
assets, whose realization is dependent on taxable earnings in
future years, when a greater than 50% probability exists that
the tax benefits will actually be realized sometime in the
future. We also provide for a reserve for items when a greater
than 50% probability exists that a tax deduction taken would be
disallowed under examination by the taxing authority. No
material valuation allowances have been recognized in our
financial statements.
We receive a United States income tax benefit upon the exercise
of the majority of our employee stock options. The benefit is
equal to the difference between the fair market value of the
stock at the time of the exercise and the option price, times
the approximate tax rate. We have recorded the benefit
associated with the exercise of employee stock options as a
reduction to income taxes payable. To the extent compensation
expense has been recorded, income tax expense is reduced. Any
additional benefit is recorded directly to shareholders
equity in our consolidated balance sheets.
Interest and penalties related to income taxes are recorded in
interest and selling, general and administrative expenses in our
consolidated statements of earnings, respectively. All periods
including and subsequent to fiscal 2004 remain subject to
examination by tax authorities.
Discontinued
Operations
On June 2, 2006, we sold substantially all of the net
assets and operations of our Womenswear Group for approximately
$37 million. The results of operations for this business
have been reported as discontinued operations in our
consolidated statements of earnings. The assets and liabilities
related to these discontinued operations have been reclassified
to current assets, non-current assets, current liabilities and
non-current liabilities related to discontinued operations, as
applicable.
Proceeds from the transaction were equivalent to the net
tangible assets of the Womenswear Group as of June 2, 2006
which were sold, plus $25 million. We recognized an
after-tax gain on sale of the discontinued operations of
approximately $10.4 million, which represented the proceeds
less the book value of the goodwill related to the Womenswear
Group operations of $4.0 million, transaction costs
primarily consisting of
57
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
professional fees of $0.5 million, payments to the
employees of the Womenswear Group of approximately
$1.9 million, stock compensation costs of approximately
$1.8 million related to the modification of certain stock
option and restricted stock awards of the employees of the
Womenswear Group and income taxes of approximately
$6.3 million related to the transaction.
With respect to interest expense, we have allocated interest
expense to earnings from discontinued operations based on the
net proceeds from the transaction, as well as the proceeds from
the settlement of the retained assets and liabilities related to
the discontinued operations. All proceeds from the transaction
and the conversion of the retained assets were used to repay
debt on our U.S. Revolver (as defined in Note 5).
Approximately $1.9 million, and $1.8 million of
corporate service costs for fiscal 2006 and 2005, respectively,
that were allocated to our Womenswear Group prior to its
classification as discontinued operations were not classified as
discontinued operations, but instead included in Corporate and
Other as those corporate costs may continue. The income tax rate
used for the tax effect of the discontinued operations is based
on the domestic effective rate of Oxford Industries, Inc. as the
assets and operations disposed of were primarily domestic
operations of that entity and should not be impacted by rates in
foreign jurisdictions or rates of other subsidiaries.
As of June 2, 2006, amounts included in current assets
related to discontinued operations consisted of approximately
$48.2 million of receivables, net and $11.0 million of
inventories. During fiscal 2007, we collected the outstanding
accounts receivable from our customers and sold the
goods-in-transit
of our Womenswear Group as of the date of the transaction as the
goods were delivered to the purchaser of our Womenswear Group
operations. Net sales for our Womenswear Group were
$10.8 million, $285.2 million and $256.8 million
in fiscal 2007, 2006 and 2005, respectively. Pretax profit
recognized in discontinued operations were ($0.3) million,
$14.3 million and $9.5 million in fiscal 2007, 2006
and 2005, respectively. Tax expense allocated to discontinued
operations, excluding the amount allocated related to the
transaction in fiscal 2006, were ($0.1) million,
$5.4 million and $3.6 million in fiscal 2007, 2006 and
2005, respectively.
In connection with the transaction, we, among other things,
entered into a license agreement with the purchaser pursuant to
which we granted a perpetual license (subject to the limitations
set forth in the license agreement) to the purchaser to use the
trade name Oxford Collections, a services agreement
with the purchaser pursuant to which we will, for a period of up
to 18 months, provide certain transitional support services
to the purchaser in its operation of the transferred assets, and
a limited non-competition agreement with the purchaser pursuant
to which we have agreed (subject to the exceptions set forth in
the non-competition agreement) not to engage in certain
activities through May 2009.
Stock-Based
Compensation
We have certain stock-based employee compensation plans as
described in Note 7, which provide for the ability to grant
stock options, restricted stock and other stock-based awards to
our employees. On June 3, 2006, we adopted FASB Statement
No. 123 (revised 2004), Share-Based Payment
(FAS 123R). FAS 123R supersedes APB Opinion
No. 25, Accounting for Stock Issued to
Employees (APB 25), and amends FASB Statement No. 95,
Statement of Cash Flows. FAS 123R requires all
share-based payments to employees, including grants of employee
stock options, to be recognized in the consolidated statements
of earnings based on their fair values. Pro forma disclosure is
no longer an alternative.
Upon adoption of FAS 123R, we applied the modified
prospective transition method. Under this transition method, we
(1) did not restate any prior periods and (2) are
recognizing compensation expense for all share-based payment
awards that were outstanding, but not yet vested, as of
June 3, 2006, based upon the same estimated grant-date fair
values and service periods used to prepare our pro forma
disclosures in prior years. The fair values of these stock
options were estimated at the date of the grant using the
Black-Scholes option pricing model with the following assumption
ranges: risk-free interest rates between 4.565% and 6.510%,
58
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
dividend yields between 1.28% and 4.87%, volatility factors
between 0.2814 and 0.3525, and expected lives of ten years.
In fiscal 2006 and fiscal 2005, we accounted for employee stock
compensation using the intrinsic value method. No compensation
expense is generally recognized related to stock options using
the intrinsic value method because the exercise price of our
employee stock option equaled the market price of the underlying
stock on the date of grant. To the extent that stock options are
modified, which may result in a new measurement date and the
recognition of compensation expense, such expense is included in
selling, general and administrative expense in our consolidated
statements of earnings.
Using the fair value method and the intrinsic value method,
compensation expense, with a corresponding entry to additional
paid-in capital, is recognized related to the issuance of
restricted stock awards which are generally dependent upon us
meeting certain performance measures in one year and the
employee remaining employed by us for a specified time
subsequent to the performance period. The amount of compensation
expense recognized over the performance and vesting period is
calculated based upon the market value of the shares on the
grant date. The compensation expense is recognized on a
straight-line basis over the performance period and required
service period. To the extent that unvested stock awards are
forfeited, the previously recognized expense is reversed.
During fiscal 2007, 2006 and 2005, we recognized stock
compensation expense of approximately $2.4 million,
$1.3 million and $0.9 million, respectively, in net
earnings from continuing operations. During fiscal 2007, this
expense consists of approximately $1.4 million related to
restricted stock awards, which would have been recognized under
the fair value or intrinsic value method and approximately
$1.0 million (or $0.7 million after-tax and $0.04 per
common share after-tax) related to stock options and our
employee stock purchase plan which would not have been expensed
under the intrinsic value method. In fiscal 2006, all stock
compensation expense included in continuing operations related
to restricted stock. In fiscal 2005, $0.5 million and
$0.4 million of stock compensation included in continuing
operations related to restricted stock and the modification of
stock option awards, respectively. The income tax benefit
related to the compensation cost was approximately
$0.9 million, $0.5 million and $0.3 million
during fiscal 2007, 2006 and 2005, respectively. The adoption of
FAS 123R resulted in a decrease in cash flow from
operations and a increase in cash flow from financing activities
of approximately $1.1 million in fiscal 2007.
59
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The effect on continuing operations and net income of applying
the fair value method to our stock option plans in fiscal 2006
and fiscal 2005 is demonstrated below (amounts in thousands,
except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Net earnings from continuing
operations, as reported
|
|
$
|
51,201
|
|
|
$
|
43,951
|
|
Add: Total stock-based employee
compensation expense recognized in continuing operations as
determined under intrinsic value method for all awards, net of
related tax effects
|
|
|
843
|
|
|
|
597
|
|
Deduct: Total stock-based employee
compensation expense to be recognized in continuing operations
determined under fair value based method for all awards, net of
related tax effects
|
|
|
(1,520
|
)
|
|
|
(1,331
|
)
|
|
|
|
|
|
|
|
|
|
Pro forma net earnings from
continuing operations
|
|
$
|
50,524
|
|
|
$
|
43,217
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings from continuing
operations per common share as reported
|
|
$
|
2.93
|
|
|
$
|
2.62
|
|
Pro forma basic net earnings from
continuing operations per common share
|
|
$
|
2.89
|
|
|
$
|
2.57
|
|
Diluted net earnings from
continuing operations per common share as reported
|
|
$
|
2.88
|
|
|
$
|
2.53
|
|
Pro forma diluted net earnings
from continuing operations per common share
|
|
$
|
2.85
|
|
|
$
|
2.52
|
|
|
|
|
|
|
|
|
|
|
Net earnings as reported
|
|
$
|
70,471
|
|
|
$
|
49,827
|
|
Add: Total stock-based employee
compensation expense recognized net earnings as determined under
intrinsic value method for all awards, net of related tax effects
|
|
|
2,079
|
|
|
|
639
|
|
Deduct: Total stock-based employee
compensation expense to be recognized in net earnings determined
under fair value based method for all awards, net of related tax
effects
|
|
|
(2,854
|
)
|
|
|
(1,486
|
)
|
|
|
|
|
|
|
|
|
|
Pro forma net earnings
|
|
$
|
69,696
|
|
|
$
|
48,980
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per common
share as reported
|
|
$
|
4.03
|
|
|
$
|
2.97
|
|
Pro forma basic net earnings per
common share
|
|
$
|
3.98
|
|
|
$
|
2.92
|
|
Diluted net earnings per common
share as reported
|
|
$
|
3.96
|
|
|
$
|
2.87
|
|
Pro forma diluted net earnings per
common share
|
|
$
|
3.93
|
|
|
$
|
2.85
|
|
Earnings
Per Share
Basic earnings per share is based on the weighted average number
of common shares outstanding during the period without any
consideration for the impact of shares which are issuable upon
the exercise of a stock option or unvested shares which are
contingent upon an employee providing future services.
Diluted earnings per common share includes the effect of all
stock options and unvested common shares outstanding during the
period using the treasury stock method. The treasury stock
method assumes that shares are issued for stock options and
restricted shares that are in the money, and that we
use the proceeds of such stock option exercises to repurchase
shares at the average market value of our shares for the
respective period. For purposes of the treasury stock method,
proceeds consist of cash to be paid, future compensation expense
to be recognized and the amount of tax benefits, if any, that
will be credited to additional paid-in capital assuming exercise
of the stock options and vesting of the unvested shares.
60
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
For purposes of calculating diluted earnings per share, shares
issuable pursuant to any earn-out agreements and any performance
based stock awards are included in the calculation as of the
first day of the quarter in which the performance criteria is
met. During fiscal 2005, approximately 485,000 shares were
included in the calculation as of the first day of the fourth
quarter, which is the period that the earn-out targets were met,
although the shares were not issued until the next fiscal year.
No shares related to the fiscal 2007 and 2006 earn-out payment
were included in the calculation of diluted shares outstanding
as it is our intention to pay the fiscal 2007 earn-out in cash
rather than common stock, and we paid the fiscal 2006 earn-out
in cash.
Seasonality
Although our various product lines are sold on a year-round
basis, the demand for specific products or styles may be highly
seasonal. For example, the demand for golf and Tommy Bahama
products is higher in the spring and summer seasons. Products
are sold prior to each of the retail selling seasons, including
spring, summer, fall and holiday. As the timing of product
shipments and other events affecting the retail business may
vary, results for any particular quarter may not be indicative
of results for the full year. The percentage of net sales by
quarter for fiscal 2007 was 25%, 26%, 24% and 25%, respectively,
and the percentage of operating income by quarter for fiscal
2007 was 23%, 25%, 19% and 33%, respectively, which may not be
indicative of the distribution in future years.
Use of
Estimates
The preparation of our consolidated financial statements in
conformity with accounting principles generally accepted in the
United States requires us to make certain estimates and
assumptions that affect the amounts reported as assets,
liabilities, revenues and expenses in the consolidated financial
statements and accompanying notes. Actual results could differ
from those estimates.
Recent
Accounting Pronouncements
In July 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes
(FIN 48). FIN 48 is applicable for fiscal
2008. FIN 48 utilizes a two-step approach for evaluating
tax positions. Recognition occurs when an enterprise concludes
that a tax position, based solely on its technical merits, is
more-likely-than-not to be sustained upon examination.
Measurement is only addressed if step one has been satisfied.
The tax benefit recorded is measured as the largest amount of
benefit, determined on a cumulative probability basis that is
more-likely-than-not to be realized upon ultimate settlement.
Those tax positions failing to qualify for initial recognition
are recognized in the first subsequent interim period they meet
the more-likely-than-not standard, or are resolved through
negotiation or litigation with the taxing authority, or upon
expiration of the statute of limitations. De-recognition of a
tax position that was previously recognized would occur when a
company subsequently determines that a tax position no longer
meets the more-likely-than-not threshold of being sustained.
FIN 48 also requires expanded disclosure requirements. We
are currently assessing the potential impact of adopting
FIN 48.
In September 2006, the FASB issued FASB Statement No. 157
Fair Value Measurements (FAS 157).
FAS 157 is applicable in fiscal 2008. FAS 157 provides
enhanced guidance for using fair value measure of assets and
liabilities. The standard also requires additional disclosures
about the extent to which companies measure assets and
liabilities at fair value, the information used to measure fair
value and the effect of fair value measurements on earnings. We
do not anticipate that the adoption of FAS 157 will have a
material impact upon adoption.
In February 2007, the FASB issued FASB Statement No. 159
The Fair Value Option for Financial Assets and Financial
Liabilities (FAS 159). FAS 159 is
applicable in fiscal 2009; however, we anticipate adopting
FAS 159 in fiscal 2008. FAS 159 permits entities to
choose to measure eligible items in the balance sheet at
61
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
fair value at specified election dates with the unrealized gains
and losses recognized in earnings. We do not anticipate that the
adoption of FAS 159 will have a material impact upon
adoption.
EITF 06-4
Endorsement Split-Dollar Life Insurance Arrangements
(EITF 06-4)
was ratified in September 2006 and is effective for all fiscal
years beginning after December 15, 2007.
EITF 06-4
requires that the post-retirement benefit portion of an
endorsement-type split-dollar life insurance policy should be
recognized as a liability because the obligation is not
effectively settled by the purchase of the life insurance
policy. The liability for future benefits would be recognized
based on the substantive agreement with the employee (which
provides a future death benefit).
EITF 06-4
is applicable for fiscal 2008, and we will recognize the effect
of this change in accounting principle through a
cumulative-effect adjustment to beginning retained earnings as
of June 2, 2007. We estimate that the cumulative-effect
adjustment will be an increase in liabilities and a reduction of
retained earnings of approximately $0.7 million.
The components of inventories are summarized as follows (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
June 1,
|
|
|
June 2,
|
|
|
|
2007
|
|
|
2006
|
|
|
Finished goods
|
|
$
|
139,087
|
|
|
$
|
125,466
|
|
Work in process
|
|
|
12,031
|
|
|
|
9,774
|
|
Fabric, trim and supplies
|
|
|
25,498
|
|
|
|
26,308
|
|
LIFO Reserve
|
|
|
(39,283
|
)
|
|
|
(37,954
|
)
|
|
|
|
|
|
|
|
|
|
Total inventory
|
|
$
|
137,333
|
|
|
$
|
123,594
|
|
|
|
|
|
|
|
|
|
|
As of June 1, 2007, approximately 60% of our inventories
are accounted for using the LIFO method.
|
|
Note 3.
|
Property,
Plant and Equipment, Net
|
Property, plant and equipment, carried at cost, are summarized
as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 1,
|
|
|
June 2,
|
|
|
|
2007
|
|
|
2006
|
|
|
Land
|
|
$
|
2,021
|
|
|
$
|
2,045
|
|
Buildings
|
|
|
26,717
|
|
|
|
29,606
|
|
Machinery and equipment
|
|
|
70,445
|
|
|
|
64,016
|
|
Leasehold improvements
|
|
|
79,948
|
|
|
|
63,430
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
179,131
|
|
|
|
159,097
|
|
Less accumulated depreciation and
amortization
|
|
|
(91,808
|
)
|
|
|
(85,434
|
)
|
|
|
|
|
|
|
|
|
|
Total property, plant and
equipment, net
|
|
$
|
87,323
|
|
|
$
|
73,663
|
|
|
|
|
|
|
|
|
|
|
62
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 4.
|
Goodwill
and Intangible Assets
|
Intangible assets by category are summarized below (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
June 1,
|
|
|
June 2,
|
|
|
|
2007
|
|
|
2006
|
|
|
Intangible assets with finite
lives:
|
|
|
|
|
|
|
|
|
Gross carrying amount:
|
|
|
|
|
|
|
|
|
License agreements
|
|
$
|
21,309
|
|
|
$
|
21,114
|
|
Customer relationships
|
|
|
19,757
|
|
|
|
19,603
|
|
Trademarks
|
|
|
4,827
|
|
|
|
|
|
Covenant not to compete
|
|
|
460
|
|
|
|
460
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
46,353
|
|
|
|
41,177
|
|
Accumulated amortization:
|
|
|
|
|
|
|
|
|
License agreements
|
|
|
(16,617
|
)
|
|
|
(12,207
|
)
|
Customer relationships
|
|
|
(12,384
|
)
|
|
|
(10,677
|
)
|
Trademarks
|
|
|
(149
|
)
|
|
|
|
|
Covenant not to compete
|
|
|
(460
|
)
|
|
|
(345
|
)
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
(29,610
|
)
|
|
|
(23,229
|
)
|
|
|
|
|
|
|
|
|
|
Total intangible assets with
finite lives, net
|
|
|
16,743
|
|
|
|
17,948
|
|
Intangible assets with indefinite
lives:
|
|
|
|
|
|
|
|
|
Trademarks
|
|
|
217,338
|
|
|
|
216,505
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets, net
|
|
$
|
234,081
|
|
|
$
|
234,453
|
|
|
|
|
|
|
|
|
|
|
During fiscal 2007, we determined that certain trademarks
previously considered to have an indefinite life have a finite
life and reclassified those amounts to trademarks with finite
lives above. The useful lives assigned to these trademarks range
from 10 to 20 years. Based on the current estimated useful
lives assigned to our intangible assets, amortization expense
for the twelve months ending May 2008, 2009, 2010, 2011 and 2012
is projected to total $4.7 million, $2.4 million,
$2.0 million, $1.7 million and $1.3 million,
respectively.
The changes in the carrying amount of goodwill for fiscal 2007,
2006 and 2005, which primarily related to the acquisition of
Tommy Bahama in June 2003 and Ben Sherman in July 2004, are as
follows (in thousands):
|
|
|
|
|
Balance, May 28, 2004
|
|
$
|
111,434
|
|
Ben Sherman acquisition
|
|
|
46,325
|
|
Tommy Bahama acquisition fiscal
2005 earn-out
|
|
|
26,331
|
|
Other
|
|
|
481
|
|
Balance, June 3, 2005
|
|
|
184,571
|
|
Tommy Bahama acquisition fiscal
2006 earn-out
|
|
|
12,258
|
|
Other
|
|
|
2,403
|
|
|
|
|
|
|
Balance, June 2, 2006
|
|
|
199,232
|
|
Tommy Bahama acquisition fiscal
2007 earn-out and cumulative earn-out
|
|
|
22,264
|
|
Other
|
|
|
934
|
|
|
|
|
|
|
Balance, June 1, 2007
|
|
$
|
222,430
|
|
|
|
|
|
|
63
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The goodwill related to the Ben Sherman and the Tommy Bahama
acquisitions were allocated to the Ben Sherman and Tommy Bahama,
respectively.
The following table details our debt (in thousands) as of the
dates specified:
|
|
|
|
|
|
|
|
|
|
|
June 1,
|
|
|
June 2,
|
|
|
|
2007
|
|
|
2006
|
|
|
$280 million U.S. Secured
Revolving Credit Facility (U.S. Revolver), which
accrues interest, unused line fees and letter of credit fees
based upon a pricing grid which is tied to certain debt ratios,
requires interest payments monthly with principal due at
maturity (July 2009), and is collateralized by substantially all
the assets of the company and its domestic subsidiaries
|
|
$
|
|
|
|
$
|
900
|
|
|
|
|
|
|
|
|
|
|
£12 million Senior
Secured Revolving Credit Facility (U.K. Revolver),
which accrues interest at the banks base rate plus 1.0%,
requires interest payments monthly with principal payable on
demand or at maturity (July 2007), and is collateralized by
substantially all the United Kingdom assets of Ben Sherman
|
|
|
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
|
$200 million Senior Unsecured
Notes (Senior Unsecured Notes), which accrue
interest at 8.875% (effective interest rate of 9.0%) and require
interest payments semi-annually on June 1 and December 1 of each
year, require payment of principal at maturity (June 2011), are
subject to certain prepayment penalties, and are guaranteed by
our domestic subsidiaries
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
|
|
|
|
|
|
|
Other debt
|
|
|
403
|
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
200,403
|
|
|
|
201,037
|
|
|
|
|
|
|
|
|
|
|
Unamortized discount on Senior
Unsecured Notes
|
|
|
(706
|
)
|
|
|
(884
|
)
|
Short-term debt and current
maturities of long-term debt
|
|
|
(403
|
)
|
|
|
(130
|
)
|
|
|
|
|
|
|
|
|
|
Long-term debt, less current
maturities
|
|
$
|
199,294
|
|
|
$
|
200,023
|
|
|
|
|
|
|
|
|
|
|
The U.S. Revolver, the U.K. Revolver and the Senior
Unsecured Notes each include certain debt covenant restrictions
that require us or our subsidiaries to maintain certain
financial ratios that are customary for similar facilities. The
U.S. Revolver also includes limitations on certain
restricted payments such as earn-outs, payment of dividends and
prepayment of debt. As of June 1, 2007, we were compliant
with all financial covenants and restricted payment clauses
related to our debt agreements.
The U.S. Revolver and U.K. Revolver are used to finance
trade letters of credit and standby letters of credit as well as
provide funding for other operating activities and acquisitions,
if any. As of June 1, 2007, approximately
$54.6 million of trade letters of credit and other
limitations on availability were outstanding against the
U.S. Revolver and the U.K. Revolver. The aggregate net
availability under our U.S. Revolver and U.K. Revolver
agreements was approximately $245.8 million as of
June 1, 2007.
64
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The Senior Unsecured Notes are subject to redemption at any time
after June 1, 2007, at our option, in whole or in part, on
not less than 30 nor more than 60 days prior notice.
During the period from June 1, 2007 through May 31, 2008,
the amount paid at redemption would be equal to 104.438% of the
aggregate principal amount of the Senior Unsecured Notes to be
redeemed together with accrued and unpaid interest, if any, to
the date of redemption. During the period from June 1, 2008
through May 31, 2009, the amount paid at redemption would
be equal to 102.219% of the aggregate principal amount of the
Senior Unsecured Notes to be redeemed together with accrued and
unpaid interest, if any, to the date of redemption. Subsequent
to June 1, 2009, the amount paid at redemption would be
equal to 100.000% of the aggregate principal amount of the
Senior Unsecured Notes to be redeemed together with accrued and
unpaid interest, if any, to the date of redemption.
The aggregate maturities of debt are as follows (in thousands):
|
|
|
|
|
Twelve Months Ending May
|
|
|
|
|
2008
|
|
$
|
403
|
|
2009
|
|
|
|
|
2010
|
|
|
|
|
2011
|
|
|
200,000
|
|
2012
|
|
|
|
|
Thereafter
|
|
|
|
|
|
|
|
|
|
|
|
$
|
200,403
|
|
|
|
|
|
|
|
|
Note 6.
|
Commitments
and Contingencies
|
We have operating lease agreements for buildings, retail space,
sales offices and equipment with varying terms. The aggregate
minimum rental commitments for all non-cancelable operating real
property leases with original terms in excess of one year are
$30.0 million, $30.4 million, $30.0 million,
$28.5 million, $26.8 million and $92.1 million
for the twelve months ending May 2008, 2009, 2010, 2011, 2012
and thereafter, respectively. Additionally, most leases provide
for additional payments of real estate taxes, insurance and
other operating expenses applicable to the property which are
not included in the aggregate minimum rental commitments above.
The total rent expense under all leases related to continuing
operations was $37.7 million, $34.3 million and
$29.5 million in fiscal 2007, 2006 and 2005, respectively,
which includes contingent rent expense of $1.2 million,
$1.1 million and $1.0 million during fiscal 2007, 2006
and 2005, respectively.
We are also obligated under certain apparel license and design
agreements related to continuing operations to make future
minimum payments of $8.2 million, $7.7 million,
$4.1 million, $2.7 million and $1.3 million for
the twelve months ending May 2008, 2009, 2010, 2011 and 2012,
respectively, and none thereafter. These amounts do not include
amounts due under arrangements which require a royalty fee or
sales commission based on a specified percentage of net sales in
future periods.
In a prior fiscal year, we discovered the presence of a
hazardous waste on one of our properties. We believe that
remedial action will be required, including continued
investigation, monitoring and treatment of groundwater and soil.
In a prior year, we provided $4.5 million for the
remediation of this site, which is included in other non-current
liabilities in our consolidated balance sheets. The amount
recorded represents our best estimate of the cost to clean up
this site based on currently available information. This
estimate may change in future periods as more information on the
activities required to remediate this site become known.
During fiscal 2007, 2006, 2005 and 2004, the selling
stockholders of Tommy Bahama earned the maximum amount specified
in the related earn-out agreement as the performance targets
were met in each year. All of these amounts have been paid
except for the fiscal 2007 earn-out of $12.5 million which
will be paid in cash in fiscal 2008. Additionally, as the
cumulative earnings exceeded the cumulative targets from the
65
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
date of acquisition through June 1, 2007, the selling
stockholders of Tommy Bahama will receive an additional cash
payment of $10.5 million in fiscal 2008 subject to the
terms of the earn-out agreement. After considering all payments,
the total purchase price for Tommy Bahama was approximately
$339.5 million, consisting of $240 million in cash and
$10 million in our common stock at closing, approximately
$3.4 million in transaction costs and total earn-out
payments of $86.1 million, of which $38.4 million was
paid in common stock. Other than the payment of the
$23.0 million noted above, no additional payments are
required to be paid under the earn-out agreement.
Approximately 95% of the total value of the contingent payments,
paid to selling stockholders was treated as additional purchase
price and recorded as goodwill in our consolidated balance
sheets. The remaining 5% of the total value of all consideration
that was due and payable under the earn-out agreement has been
designated to be paid toward an employee cash bonus plan to be
distributed to employees of Tommy Bahama under the terms of the
plan. The contingent payments designated toward the employee
cash bonus plan were charged to selling, general and
administrative expense in our consolidated statements of
earnings in the respective period.
|
|
Note 7.
|
Stock
Options and Restricted Stock Awards
|
Long-Term
Stock Incentive Plan
At June 1, 2007, approximately 0.9 million share
awards were available for issuance under our Long-Term Stock
Incentive Plan (the Long-Term Stock Incentive Plan),
which was approved by our shareholders on October 5, 2004.
The plan allows us to grant stock-based awards to employees and
non-executive directors including stock options, stock
appreciation rights, restricted stock and other
performance-based benefits. Shares granted under our previous
stock incentive plans, the 1992 Stock Option Plan and the 1997
Stock Option Plan continue to be governed under those plans and
the individual agreements with respect to provisions relating to
exercise, termination and forfeiture. No additional grants are
available under the previous plans. Under the previous plans, we
typically granted stock options to employees at the end of each
fiscal year or at certain other times as determined by the board
of directors through December 2003. Stock options were granted
with an exercise price equal to the stocks fair market
value on the date of grant. The stock options have ten-year
terms and vest and become exercisable in increments of 20% on
each anniversary from the date of grant.
In fiscal 2005, upon inception of the Long-Term Stock Incentive
Plan, we transitioned from the use of options to performance and
service based restricted stock awards as the primary vehicle in
our stock-based compensation strategy, although we are not
prohibited from granting other types of share-based compensation
awards. The value of the restricted stock awards are based on
the grant-date fair value.
During fiscal 2007 and 2006, we issued restricted stock awards
to certain employees and members of our board of directors based
on our achievement of certain performance criteria in fiscal
2006 and 2005, respectively. The restricted shares will
generally vest three years from the end of the fiscal year in
which the awards were earned if the employee is still employed
by us on that date. At the time that the shares are issued, the
shareholder is entitled to the same dividend and voting rights
as other holders of our common stock. The employee is restricted
from transferring or selling the restricted shares and forfeits
the shares upon the termination of employment prior to the end
of the vesting period. The specific provisions of the awards,
including exercisability and term of the award, are evidenced by
agreements with the employee as determined by the compensation
committee. No restricted stock awards were issued for fiscal
2007 as the performance criteria specified at the grant date was
not met.
66
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
The table below summarizes the restricted stock award activity
for these awards during fiscal 2007 and fiscal 2006:
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
Fiscal 2006
|
|
Outstanding at June 2, 2006
|
|
|
67,125
|
|
|
|
|
|
Issued
|
|
|
40,440
|
|
|
|
72,225
|
|
Vested
|
|
|
(13,536
|
)
|
|
|
(4,725
|
)
|
Forfeited
|
|
|
(5,119
|
)
|
|
|
(375
|
)
|
|
|
|
|
|
|
|
|
|
Outstanding at June 1, 2007
|
|
|
88,910
|
|
|
|
67,125
|
|
|
|
|
|
|
|
|
|
|
In addition, in fiscal 2007, 2006 and 2005, we paid a portion of
each non-executive directors compensation by granting
restricted stock awards to our non-executive directors. The
non-executive directors must complete the current term of
service on the board; otherwise, the restricted shares are
subject to forfeiture. On the date of grant, the non-executive
directors are entitled to the same dividend and voting rights of
other holders of our common stock. The non-executive directors
are restricted from transferring or selling the restricted
shares prior to the end of the vesting period. As of
June 1, 2007, approximately 9,000 such awards were
outstanding and unvested.
As of June 1, 2007, there was approximately
$1.3 million of unrecognized compensation cost related to
unvested share-based compensation awards which have been issued.
That cost is expected to be recognized through May 2009. The
following table summarizes information about the unvested shares
as of June 1, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market Price on
|
|
|
|
|
Restricted Stock Grant
|
|
Shares
|
|
|
Date of Grant
|
|
|
Vesting Date
|
|
|
Fiscal 2005 Performance Awards
|
|
|
53,475
|
|
|
$
|
42
|
|
|
|
June 2008
|
|
Fiscal 2006 Performance Awards
|
|
|
35,435
|
|
|
$
|
42
|
|
|
|
June 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A summary of the status of our stock option plans and changes
during fiscal 2007, 2006 and 2005 is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
|
|
Exercise
|
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Shares
|
|
|
Price
|
|
|
Outstanding, beginning of year
|
|
|
533,180
|
|
|
$
|
22
|
|
|
|
763,380
|
|
|
$
|
21
|
|
|
|
1,003,920
|
|
|
$
|
19
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(137,290
|
)
|
|
|
20
|
|
|
|
(179,260
|
)
|
|
|
17
|
|
|
|
(175,020
|
)
|
|
|
14
|
|
Forfeited
|
|
|
(30,940
|
)
|
|
|
28
|
|
|
|
(50,940
|
)
|
|
|
25
|
|
|
|
(65,520
|
)
|
|
|
26
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of year
|
|
|
364,950
|
|
|
$
|
22
|
|
|
|
533,180
|
|
|
$
|
22
|
|
|
|
763,380
|
|
|
$
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable, end of year
|
|
|
216,350
|
|
|
|
|
|
|
|
218,460
|
|
|
|
|
|
|
|
215,080
|
|
|
|
|
|
The total intrinsic value for options exercised during fiscal
2007, 2006 and 2005 was approximately $3.3 million,
$5.5 million and $4.3 million, respectively. The total
fair value for options that vested during fiscal 2007, 2006 and
2005 was approximately $1.8 million, $1.8 million and
$1.9 million, respectively. The aggregate intrinsic value
for all options outstanding and exercisable at June 1, 2007
was approximately $8.9 million and $5.8 million,
respectively. As of June 1, 2007, there was approximately
$1.1 million of
67
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
compensation cost related to unvested stock options, of which
$0.8 million and $0.3 million is expected to be
recognized in the twelve months ending May 2008 and May 2009,
respectively.
The following table summarizes information about stock options
outstanding as of June 1, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Exercise
|
|
|
Grant Date
|
|
|
Number
|
|
|
|
|
Date of Option Grant
|
|
Shares
|
|
|
Price
|
|
|
Fair Value
|
|
|
Exercisable
|
|
|
Expiration Date
|
|
|
July 13, 1998
|
|
|
21,000
|
|
|
$
|
17.83
|
|
|
$
|
5.16
|
|
|
|
21,000
|
|
|
|
July 13, 2008
|
|
July 12, 1999
|
|
|
23,800
|
|
|
|
13.94
|
|
|
|
4.70
|
|
|
|
23,800
|
|
|
|
July 12, 2009
|
|
July 10, 2000
|
|
|
23,670
|
|
|
|
8.63
|
|
|
|
2.03
|
|
|
|
23,670
|
|
|
|
July 10, 2010
|
|
July 16, 2001
|
|
|
26,650
|
|
|
|
10.73
|
|
|
|
3.18
|
|
|
|
26,650
|
|
|
|
July 16, 2011
|
|
July 15, 2002
|
|
|
68,360
|
|
|
|
11.73
|
|
|
|
3.25
|
|
|
|
36,560
|
|
|
|
July 15, 2012
|
|
August 18, 2003
|
|
|
114,320
|
|
|
|
26.44
|
|
|
|
11.57
|
|
|
|
42,120
|
|
|
|
Aug. 18, 2013
|
|
December 16, 2003
|
|
|
87,150
|
|
|
|
32.75
|
|
|
|
14.17
|
|
|
|
42,550
|
|
|
|
Dec. 16, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
364,950
|
|
|
|
|
|
|
|
|
|
|
|
216,350
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee
Stock Purchase Plan
On October 5, 2004, our shareholders approved the Employee
Stock Purchase Plan (ESPP). There are approximately
0.2 million shares of common stock authorized for issuance
under the ESPP, which allows for qualified employees to purchase
shares on a quarterly basis based on certain limitations with
respect to the employees salary and other limitations
through payroll deductions. There are no vesting or other
restrictions on the stock purchased by employees under the ESPP.
On the last day of each calendar quarter, the accumulated
payroll deductions are applied toward the purchase of our common
stock at a price equal to 85% of the market price on that date.
Stock compensation expense related to the employee stock
purchase plan recognized was $0.2 million,
$0.1 million and $0.1 million in fiscal 2007, 2006 and
2005.
The provision (benefit) for income taxes includes the following
(in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
25,514
|
|
|
$
|
18,551
|
|
|
$
|
21,226
|
|
State
|
|
|
2,537
|
|
|
|
2,560
|
|
|
|
881
|
|
Foreign
|
|
|
2,593
|
|
|
|
4,680
|
|
|
|
5,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,644
|
|
|
|
25,791
|
|
|
|
27,191
|
|
Deferred
|
|
|
(4,331
|
)
|
|
|
(2,847
|
)
|
|
|
(5,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Taxes
|
|
$
|
26,313
|
|
|
$
|
22,944
|
|
|
|
22,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Reconciliations of the United States federal statutory income
tax rates and our effective tax rates are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Statutory rate
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
|
|
35.0
|
%
|
State income taxes net
of federal income tax benefit
|
|
|
2.0
|
%
|
|
|
1.8
|
%
|
|
|
1.1
|
%
|
Impact of foreign earnings
|
|
|
(2.4
|
)%
|
|
|
(1.5
|
)%
|
|
|
(1.4
|
)%
|
Section 965 repatriation
|
|
|
|
|
|
|
(4.0
|
)%
|
|
|
|
|
Impact of APB 23 assertion
|
|
|
(4.5
|
)%
|
|
|
|
|
|
|
|
|
Change in contingency reserve
|
|
|
0.9
|
%
|
|
|
(1.0
|
)%
|
|
|
(0.9
|
)%
|
Other adjustment
|
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
0.4
|
%
|
|
|
0.6
|
%
|
|
|
(0.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective rate for continuing
operations
|
|
|
33.5
|
%
|
|
|
30.9
|
%
|
|
|
33.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets and liabilities are comprised of the
following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 1,
|
|
|
June 2,
|
|
|
|
2007
|
|
|
2006
|
|
|
Deferred Tax Assets:
|
|
|
|
|
|
|
|
|
Inventories
|
|
$
|
1,327
|
|
|
$
|
2,003
|
|
Accrued compensation and benefits
|
|
|
8,438
|
|
|
|
6,260
|
|
Allowance for doubtful accounts
|
|
|
334
|
|
|
|
566
|
|
Depreciation and amortization
|
|
|
7,317
|
|
|
|
5,458
|
|
Non-current liabilities
|
|
|
1,740
|
|
|
|
1,709
|
|
Deferred rent and lease obligations
|
|
|
1,379
|
|
|
|
1,952
|
|
Other, net
|
|
|
2,616
|
|
|
|
2,761
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
23,151
|
|
|
|
20,709
|
|
Deferred Tax
Liabilities:
|
|
|
|
|
|
|
|
|
Acquired intangible assets
|
|
|
82,662
|
|
|
|
83,048
|
|
Foreign
|
|
|
3,728
|
|
|
|
3,167
|
|
Other, net
|
|
|
4,008
|
|
|
|
3,067
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
90,398
|
|
|
|
89,282
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax (liability) asset
|
|
$
|
(67,247
|
)
|
|
$
|
(68,573
|
)
|
|
|
|
|
|
|
|
|
|
During the fourth quarter of fiscal 2006, we completed our
assessment of earnings to be repatriated under the American Jobs
Creation Act of 2004 and repatriated approximately
$22.9 million of earnings, which were not previously
considered permanently invested outside of the United States.
The impact of this repatriation has been included in our tax
provision for fiscal 2006. The repatriation of the earnings
resulted in a one-time reduction to tax expense of approximately
$2.9 million in fiscal 2006.
As of June 1, 2007 and June 2, 2006, we had
undistributed earnings of foreign subsidiaries of approximately
$13.9 million and $13.4 million, respectively, which
have been provided for in our income tax provision as the
earnings are not considered permanently invested outside of the
United States. If the earnings were repatriated to the United
States, the earnings would be subject to United States taxation
at that time. The amount of deferred tax liability recognized
associated with the undistributed earnings as of June 1,
2007 and June 2, 2006 was approximately $3.7 million
and $3.2 million, respectively, which represents the
approximate
69
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
excess of the United States tax liability over the creditable
foreign taxes paid that would result from a full remittance of
undistributed earnings.
In addition, in accordance with Accounting Principles Board
Opinion No. 23 Accounting for Income
Taxes Special Areas (APB 23)
we made the determination in the fourth quarter of fiscal 2007
that our original investment in Ben Sherman U.K. is considered
to be indefinitely reinvested and accordingly, recorded an
income tax benefit to reverse the deferred tax liability
previously recorded related to the excess of book over tax
basis. Upon distribution of the investment in the form of
dividends or otherwise, we would be subject to United States
income taxes (subject to an adjustment for foreign tax credits).
If the original investment were not permanently reinvested, a
deferred tax liability of approximately $3.5 million would
have been required. The other adjustment in fiscal 2007 relates
to reconciliation adjustments to tax balances arising in prior
years.
We have tax-qualified voluntary retirement savings plans
covering substantially all full-time United States employees and
other similar plans covering certain foreign employees. If a
participant decides to contribute, a portion of the contribution
is matched by us. Our expense under these defined contribution
plans in fiscal 2007, 2006 and 2005 were $2.8 million,
$2.8 million and $2.7 million, respectively.
Additionally, we have certain non-qualified deferred
compensation plans offered to a select group of management and
highly compensated employees with varying terms and conditions.
The plans provide the participants with the opportunity to defer
a portion of the participating employees total
compensation in a given plan year, of which a percentage may be
matched in accordance with the terms of the respective plan. All
deferred amounts vest immediately, but the matching
contributions may require up to two years of service prior to
vesting. The total expense for our match under these
non-qualified deferred compensation plans in fiscal 2007, 2006
and 2005 was approximately $0.3 million, $0.3 million
and $0.2 million, respectively. The liabilities associated
with the non-qualified deferred compensation plans are included
in other non-current liabilities in our consolidated balance
sheets and totaled approximately $11.5 million and
$9.5 million at June 1, 2007 and June 2, 2006,
respectively. We fund these deferred compensation liabilities by
making contributions to rabbi trusts or other investments,
dependant upon the requirements of the plan. As of June 1,
2007 and June 2, 2006, approximately $9.2 million and
$4.9 million, respectively, of these investments were held
in a rabbi trust. As of June 1, 2007 and June 2, 2006,
the assets, including certain cash set aside for the plans,
approximate the liability.
|
|
Note 10.
|
Operating
Groups
|
Our business is operated through our four operating groups:
Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. We
identify our operating groups based on the way our management
organizes the components of our business for purposes of
allocating resources and assessing performance. In connection
with the close of fiscal 2007 and due to changes in our
management reporting structure, we reassessed and changed our
operating groups for reporting purposes. All amounts below have
been restated to reflect the revised operating groups. Leaders
of the operating groups report directly to our Chief Executive
Officer.
In Tommy Bahama we design, source and market collections of
mens and womens sportswear and related products
under brands that including Tommy Bahama, Indigo Palms and
Island Soft. Tommy Bahamas products can be found in our
own retail stores as well as certain department stores and
independent specialty stores throughout the United States. The
target consumers of Tommy Bahama are affluent 35 and older men
and women who embrace a relaxed and casual approach to daily
living. Tommy Bahama also licenses its brands for a wide variety
of product categories.
Ben Sherman is a London-based designer, marketer and distributor
of branded sportswear and footwear. We also license the Ben
Sherman name to third parties for various product categories.
Ben Sherman was established in 1963 as an edgy, young
mens, Mod-inspired shirt brand and has evolved
into a global
70
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
lifestyle brand of apparel and footwear targeted at
youthful-thinking men and women ages 19 to 35. We offer a
full Ben Sherman sportswear collection as well as tailored
clothing, footwear and accessories. Our Ben Sherman products can
be found in certain department stores and a variety of
independent specialty stores, as well as in our own Ben Sherman
retail stores.
Lanier Clothes designs and markets branded and private label
mens suits, sportcoats, suit separates and dress slacks
across a wide range of price points. Our Lanier Clothes branded
products include Nautica, Kenneth Cole (beginning in fiscal
2008), Dockers, Oscar de la Renta, O Oscar (beginning in
fiscal 2008) and Geoffrey Beene, all of which are licensed
to us by third parties. In fiscal 2006, we acquired the Arnold
Brant brand, which is an upscale tailored brand that is intended
to blend modern elements of style with affordable luxury. In
addition to the branded businesses, we design and source certain
private label tailored clothing products. Significant private
label brands include Stafford, Alfani, Tasso Elba and
Lands End. Our Lanier Clothes products are sold to
national chains, department stores, mass merchants, specialty
stores, specialty catalog retailers and discount retailers
throughout the United States.
Oxford Apparel produces branded and private label dress shirts,
suited separates, sport shirts, dress slacks, casual slacks,
outerwear, sweaters, jeans, swimwear, westernwear and golf
apparel. We design and source certain private label programs for
several customers including programs for Lands End, LL
Bean and Eddie Bauer. Owned brands of Oxford Apparel include
Oxford Golf, Solitude, Wedge, Kona Wind, Tranquility Bay, Ely,
Cattleman and Cumberland Outfitters. Oxford Apparel also owns a
two-thirds interest in the entity that in turn owns the Hathaway
trademark in the United States and several other countries.
Oxford Apparel also licenses from third parties the right to use
the Tommy Hilfiger, Dockers and United States Polo Association
trademarks for certain apparel products. Our Oxford Apparel
products are sold to a variety of department stores, mass
merchants, specialty catalog retailers, discount retailers,
specialty retailers, green grass golf merchants and
Internet retailers throughout the United States.
Corporate and Other is a reconciling category for reporting
purposes and includes our corporate offices, substantially all
financing activities, LIFO inventory accounting adjustments and
other costs that are not allocated to the operating groups. LIFO
inventory calculations are made on a legal entity basis which
does not correspond to our operating group definitions as
portions of Lanier Clothes and Oxford Apparel are on the LIFO
basis of accounting. Therefore, LIFO inventory accounting
adjustments are not allocated to operating groups. Total assets
for Corporate and Other includes the LIFO inventory reserve of
$39.3 million and $38.0 million, at June 1, 2007
and June 2, 2006, respectively.
Assets related to the Womenswear Group which were disposed of on
June 2, 2006, have been included below to reconcile to
total assets in our consolidated balance sheets, but all
operating results are not presented as those amounts are
included in discontinued operations.
The information below presents certain information about our
operating groups included in continuing operations (in
thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
465,121
|
|
|
$
|
409,141
|
|
|
$
|
399,658
|
|
Ben Sherman
|
|
|
156,773
|
|
|
|
166,606
|
|
|
|
154,105
|
|
Lanier Clothes
|
|
|
165,159
|
|
|
|
180,411
|
|
|
|
173,168
|
|
Oxford Apparel
|
|
|
339,309
|
|
|
|
352,932
|
|
|
|
329,333
|
|
Corporate and Other
|
|
|
2,545
|
|
|
|
26
|
|
|
|
523
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,128,907
|
|
|
$
|
1,109,116
|
|
|
$
|
1,056,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
71
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
12,036
|
|
|
$
|
10,633
|
|
|
$
|
9,122
|
|
Ben Sherman
|
|
|
2,203
|
|
|
|
1,462
|
|
|
|
847
|
|
Lanier Clothes
|
|
|
878
|
|
|
|
1,193
|
|
|
|
1,353
|
|
Oxford Apparel
|
|
|
1,175
|
|
|
|
1,396
|
|
|
|
1,635
|
|
Corporate and Other
|
|
|
428
|
|
|
|
408
|
|
|
|
364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
16,720
|
|
|
$
|
15,092
|
|
|
$
|
13,321
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of Intangible
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
2,975
|
|
|
$
|
4,170
|
|
|
$
|
5,563
|
|
Ben Sherman
|
|
|
3,267
|
|
|
|
3,433
|
|
|
|
3,020
|
|
Lanier Clothes
|
|
|
60
|
|
|
|
|
|
|
|
|
|
Oxford Apparel
|
|
|
103
|
|
|
|
39
|
|
|
|
39
|
|
Corporate and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,405
|
|
|
$
|
7,642
|
|
|
$
|
8,622
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
81,533
|
|
|
$
|
71,522
|
|
|
$
|
54,128
|
|
Ben Sherman
|
|
|
8,372
|
|
|
|
10,329
|
|
|
|
22,305
|
|
Lanier Clothes
|
|
|
4,238
|
|
|
|
17,422
|
|
|
|
21,376
|
|
Oxford Apparel
|
|
|
22,749
|
|
|
|
14,556
|
|
|
|
14,556
|
|
Corporate and Other
|
|
|
(16,045
|
)
|
|
|
(15,713
|
)
|
|
|
(20,091
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating
Income
|
|
|
100,847
|
|
|
|
98,116
|
|
|
|
92,274
|
|
Interest expense, net
|
|
|
22,214
|
|
|
|
23,971
|
|
|
|
26,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Before Income
Taxes
|
|
$
|
78,633
|
|
|
$
|
74,145
|
|
|
$
|
66,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of Property, Plant
and Equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
26,790
|
|
|
$
|
16,904
|
|
|
$
|
19,953
|
|
Ben Sherman
|
|
|
3,837
|
|
|
|
4,275
|
|
|
|
2,184
|
|
Lanier Clothes
|
|
|
287
|
|
|
|
228
|
|
|
|
348
|
|
Oxford Apparel
|
|
|
184
|
|
|
|
2,630
|
|
|
|
604
|
|
Corporate and Other
|
|
|
214
|
|
|
|
916
|
|
|
|
318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
31,312
|
|
|
$
|
24,953
|
|
|
$
|
23,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
June 1,
|
|
|
June 2,
|
|
|
|
2007
|
|
|
2006
|
|
|
Assets
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
469,414
|
|
|
$
|
423,376
|
|
Ben Sherman
|
|
|
223,779
|
|
|
|
212,230
|
|
Lanier Clothes
|
|
|
95,184
|
|
|
|
74,375
|
|
Oxford Apparel
|
|
|
96,627
|
|
|
|
112,325
|
|
Corporate and Other
|
|
|
23,734
|
|
|
|
4,074
|
|
Womenswear (discontinued)
|
|
|
|
|
|
|
59,215
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
908,738
|
|
|
$
|
885,595
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
168,932
|
|
|
$
|
148,342
|
|
Ben Sherman
|
|
|
51,651
|
|
|
|
49,043
|
|
Lanier Clothes
|
|
|
|
|
|
|
|
|
Oxford Apparel
|
|
|
1,847
|
|
|
|
1,847
|
|
Corporate and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
222,430
|
|
|
$
|
199,232
|
|
|
|
|
|
|
|
|
|
|
Intangible Assets,
net
|
|
|
|
|
|
|
|
|
Tommy Bahama
|
|
$
|
134,023
|
|
|
$
|
136,998
|
|
Ben Sherman
|
|
|
96,362
|
|
|
|
93,596
|
|
Lanier Clothes
|
|
|
2,347
|
|
|
|
2,408
|
|
Oxford Apparel
|
|
|
1,349
|
|
|
|
1,451
|
|
Corporate and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
234,081
|
|
|
$
|
234,453
|
|
|
|
|
|
|
|
|
|
|
Information for the net book value of our long-lived assets,
including property, plant and equipment, goodwill and intangible
assets, by geographic area is presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
June 1,
|
|
|
June 2,
|
|
|
|
2007
|
|
|
2006
|
|
|
United States
|
|
$
|
385,588
|
|
|
$
|
354,507
|
|
Latin America
|
|
|
4,460
|
|
|
|
4,859
|
|
United Kingdom and Europe
|
|
|
153,544
|
|
|
|
147,540
|
|
Other foreign
|
|
|
242
|
|
|
|
442
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
543,834
|
|
|
$
|
507,348
|
|
|
|
|
|
|
|
|
|
|
Information for the net sales included in continuing operations
recognized by geographic area is presented below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2007
|
|
|
Fiscal 2006
|
|
|
Fiscal 2005
|
|
|
United States and Canada
|
|
$
|
1,005,925
|
|
|
$
|
987,206
|
|
|
$
|
942,388
|
|
United Kingdom and Europe
|
|
|
122,982
|
|
|
|
121,910
|
|
|
|
114,399
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,128,907
|
|
|
$
|
1,109,116
|
|
|
$
|
1,056,787
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 11.
|
Related
Party Transactions
|
SunTrust Banks, Inc. and its subsidiaries (SunTrust)
holds shares of our common stock in various fiduciary and agency
capacities and as such is a principal shareholder of our common
stock. Mr. J. Hicks Lanier, our Chief Executive Officer, is
on the board of directors of SunTrust and its Audit Committee.
Mr. E. Jenner Wood, III, a board member of Oxford
Industries, Inc. was Chairman, President and Chief Executive
Officer of SunTrust Bank, Central Group, during fiscal 2007.
We maintain a syndicated credit facility under which
subsidiaries of SunTrust served as agent and lender. In fiscal
2007, 2006 and 2005, the services provided and interest and fees
paid to SunTrust in connection with such services are set forth
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
|
|
Fiscal 2007
|
|
Fiscal 2006
|
|
Fiscal 2005
|
|
Interest and agent fees for our
credit facility
|
|
$
|
525,000
|
|
|
$
|
1,307,000
|
|
|
$
|
2,999,000
|
|
Cash management and senior notes
related services
|
|
$
|
56,000
|
|
|
$
|
106,000
|
|
|
$
|
133,000
|
|
Trustee for deferred compensation
plan
|
|
$
|
8,000
|
|
|
$
|
8,000
|
|
|
$
|
8,000
|
|
Stock transfer agent
|
|
$
|
2,000
|
|
|
$
|
26,000
|
|
|
$
|
10,000
|
|
Our aggregate payments to SunTrust and its subsidiaries for
these services, together with all of the other services
described above in this section, did not exceed 1% of our gross
revenues during fiscal 2007, 2006 and 2005 or 1% of
SunTrusts gross revenues during its fiscal years ended
December 31, 2006, 2005 and 2004.
74
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 12.
|
Summarized
Quarterly Data (unaudited):
|
Following is a summary of the quarterly results of continuing
operations for the years ended June 1, 2007 and
June 2, 2006 (in thousands, except per share amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Quarter
|
|
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
Total
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
284,078
|
|
|
$
|
290,987
|
|
|
$
|
266,595
|
|
|
$
|
287,247
|
|
|
$
|
1,128,907
|
|
Gross profit
|
|
|
108,111
|
|
|
|
111,800
|
|
|
|
108,266
|
|
|
|
119,583
|
|
|
|
447,760
|
|
Net earnings from continuing
operations
|
|
|
11,155
|
|
|
|
12,145
|
|
|
|
9,726
|
|
|
|
19,294
|
|
|
|
52,320
|
|
(Loss) earnings from discontinued
operations
|
|
|
(205
|
)
|
|
|
8
|
|
|
|
14
|
|
|
|
|
|
|
|
(183
|
)
|
Net earnings
|
|
$
|
10,950
|
|
|
$
|
12,153
|
|
|
$
|
9,740
|
|
|
$
|
19,294
|
|
|
$
|
52,137
|
|
Basic net earnings per common
share from continuing operations
|
|
$
|
0.63
|
|
|
$
|
0.69
|
|
|
$
|
0.55
|
|
|
$
|
1.09
|
|
|
$
|
2.96
|
|
Diluted net earnings per common
share from continuing operations
|
|
$
|
0.63
|
|
|
$
|
0.68
|
|
|
$
|
0.54
|
|
|
$
|
1.08
|
|
|
$
|
2.93
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
268,475
|
|
|
$
|
277,903
|
|
|
$
|
275,160
|
|
|
$
|
287,578
|
|
|
$
|
1,109,116
|
|
Gross profit
|
|
|
105,715
|
|
|
|
102,806
|
|
|
|
109,866
|
|
|
|
113,300
|
|
|
|
431,687
|
|
Net earnings from continuing
operations
|
|
|
11,820
|
|
|
|
10,177
|
|
|
|
11,106
|
|
|
|
18,098
|
|
|
|
51,201
|
|
Earnings from discontinued
operations
|
|
|
2,063
|
|
|
|
831
|
|
|
|
3,496
|
|
|
|
12,880
|
|
|
|
19,270
|
|
Net earnings
|
|
$
|
13,883
|
|
|
$
|
11,008
|
|
|
$
|
14,602
|
|
|
$
|
30,978
|
|
|
$
|
70,471
|
|
Basic net earnings per common
share from continuing operations
|
|
$
|
0.68
|
|
|
$
|
0.58
|
|
|
$
|
0.63
|
|
|
$
|
1.03
|
|
|
$
|
2.93
|
|
Diluted net earnings per common
share from continuing operations
|
|
$
|
0.67
|
|
|
$
|
0.57
|
|
|
$
|
0.63
|
|
|
$
|
1.02
|
|
|
$
|
2.88
|
|
The sum of the four quarterly amounts for fiscal 2007 and 2006
do not necessarily equal the totals for the year then ended due
to rounding differences.
The fourth quarter of fiscal 2007 includes severance costs and a
gain on sale of a facility which together had the effect of
increasing net earnings from continuing operations by
$0.7 million. The fourth quarter of fiscal 2006 includes
charges for plant closures which had the effect of reducing net
income from continuing operations by approximately
$1.0 million. In the fourth quarter of fiscal 2007, tax
adjustments related to foreign income taxes, tax contingency
reserves and other adjustments had the effect of increasing net
earnings from continuing operations by approximately
$1.1 million. In the fourth quarter of fiscal 2006 foreign
income tax and contingency reserve adjustments had the effect of
increasing net earnings from continuing operations by
approximately $3.7 million.
75
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
Note 13.
|
Condensed
Consolidating Financial Statements:
|
Our Senior Unsecured Notes are guaranteed by our wholly owned
domestic subsidiaries (Subsidiary Guarantors). All
guarantees are full and unconditional. Non-guarantors consist of
our subsidiaries which are organized outside the United States.
Set forth below are our condensed consolidating balance sheets
as of June 1, 2007 and June 2, 2006 (in thousands) as
well as our condensed consolidating statements of earnings and
statements of cash flows for fiscal 2007, 2006 and 2005 (in
thousands). We have used the equity method with respect to
investments in subsidiaries.
CONDENSED
CONSOLIDATING BALANCE SHEETS
June 1, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oxford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries
|
|
|
Subsidiary
|
|
|
Subsidiary
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
(Parent)
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Adjustments
|
|
|
Total
|
|
|
ASSETS
|
Cash and cash equivalents
|
|
$
|
22,863
|
|
|
$
|
1,212
|
|
|
$
|
12,807
|
|
|
$
|
|
|
|
$
|
36,882
|
|
Receivables, net
|
|
|
52,226
|
|
|
|
61,076
|
|
|
|
31,184
|
|
|
|
(6,451
|
)
|
|
|
138,035
|
|
Inventories
|
|
|
70,273
|
|
|
|
52,644
|
|
|
|
15,114
|
|
|
|
(698
|
)
|
|
|
137,333
|
|
Prepaid expenses
|
|
|
8,808
|
|
|
|
8,293
|
|
|
|
4,890
|
|
|
|
|
|
|
|
21,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
154,170
|
|
|
|
123,225
|
|
|
|
63,995
|
|
|
|
(7,149
|
)
|
|
|
334,241
|
|
Property, plant and equipment, net
|
|
|
9,221
|
|
|
|
68,932
|
|
|
|
9,170
|
|
|
|
|
|
|
|
87,323
|
|
Goodwill, net
|
|
|
1,847
|
|
|
|
168,932
|
|
|
|
51,651
|
|
|
|
|
|
|
|
222,430
|
|
Intangible assets, net
|
|
|
1,349
|
|
|
|
136,370
|
|
|
|
96,362
|
|
|
|
|
|
|
|
234,081
|
|
Other non-current assets, net
|
|
|
767,701
|
|
|
|
150,496
|
|
|
|
1,346
|
|
|
|
(888,880
|
)
|
|
|
30,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
934,288
|
|
|
$
|
647,955
|
|
|
$
|
222,524
|
|
|
$
|
(896,029
|
)
|
|
$
|
908,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY
|
Current liabilities
|
|
|
62,163
|
|
|
|
56,811
|
|
|
|
29,325
|
|
|
|
(5,855
|
)
|
|
|
142,444
|
|
Long-term debt, less current
portion
|
|
|
199,294
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
199,294
|
|
Non-current liabilities
|
|
|
222,114
|
|
|
|
(184,807
|
)
|
|
|
112,789
|
|
|
|
(109,149
|
)
|
|
|
40,947
|
|
Deferred income taxes
|
|
|
(228
|
)
|
|
|
43,604
|
|
|
|
31,732
|
|
|
|
|
|
|
|
75,108
|
|
Total shareholders/invested
equity
|
|
|
450,945
|
|
|
|
732,347
|
|
|
|
48,678
|
|
|
|
(781,025
|
)
|
|
|
450,945
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Shareholders Equity
|
|
$
|
934,288
|
|
|
$
|
647,955
|
|
|
$
|
222,524
|
|
|
$
|
(896,029
|
)
|
|
$
|
908,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
June 2,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oxford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries
|
|
|
Subsidiary
|
|
|
Subsidiary
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
(Parent)
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Adjustments
|
|
|
Total
|
|
|
ASSETS
|
Cash and cash equivalents
|
|
$
|
5,175
|
|
|
$
|
1,134
|
|
|
$
|
4,181
|
|
|
$
|
(11
|
)
|
|
$
|
10,479
|
|
Receivables, net
|
|
|
61,428
|
|
|
|
57,785
|
|
|
|
39,009
|
|
|
|
(14,143
|
)
|
|
|
144,079
|
|
Inventories
|
|
|
58,924
|
|
|
|
50,880
|
|
|
|
14,546
|
|
|
|
(756
|
)
|
|
|
123,594
|
|
Prepaid expenses
|
|
|
8,959
|
|
|
|
7,321
|
|
|
|
3,934
|
|
|
|
|
|
|
|
20,214
|
|
Current assets related to
discontinued operations, net
|
|
|
52,065
|
|
|
|
7,150
|
|
|
|
|
|
|
|
|
|
|
|
59,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
186,551
|
|
|
|
124,270
|
|
|
|
61,670
|
|
|
|
(14,910
|
)
|
|
|
357,581
|
|
Property, plant and equipment, net
|
|
|
11,122
|
|
|
|
53,648
|
|
|
|
8,893
|
|
|
|
|
|
|
|
73,663
|
|
Goodwill, net
|
|
|
1,847
|
|
|
|
148,342
|
|
|
|
49,043
|
|
|
|
|
|
|
|
199,232
|
|
Intangible assets, net
|
|
|
1,451
|
|
|
|
139,406
|
|
|
|
93,596
|
|
|
|
|
|
|
|
234,453
|
|
Other non-current assets, net
|
|
|
677,414
|
|
|
|
143,790
|
|
|
|
1,436
|
|
|
|
(801,974
|
)
|
|
|
20,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
878,385
|
|
|
$
|
609,456
|
|
|
$
|
214,638
|
|
|
$
|
(816,884
|
)
|
|
$
|
885,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
SHAREHOLDERS EQUITY
|
Current liabilities related to
continuing operations
|
|
|
70,262
|
|
|
|
57,872
|
|
|
|
35,026
|
|
|
|
(13,557
|
)
|
|
|
149,603
|
|
Current liabilities related to
discontinued operations
|
|
|
27,813
|
|
|
|
2,903
|
|
|
|
|
|
|
|
|
|
|
|
30,716
|
|
Long-term debt, less current
portion
|
|
|
200,016
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
|
200,023
|
|
Non-current liabilities
|
|
|
181,845
|
|
|
|
(154,586
|
)
|
|
|
111,878
|
|
|
|
(109,158
|
)
|
|
|
29,979
|
|
Deferred income taxes
|
|
|
(252
|
)
|
|
|
46,795
|
|
|
|
30,030
|
|
|
|
|
|
|
|
76,573
|
|
Total shareholders/invested
equity
|
|
|
398,701
|
|
|
|
656,465
|
|
|
|
37,704
|
|
|
|
(694,169
|
)
|
|
|
398,701
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and
Shareholders Equity
|
|
$
|
878,385
|
|
|
$
|
609,456
|
|
|
$
|
214,638
|
|
|
$
|
(816,884
|
)
|
|
$
|
885,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED
CONSOLIDATING STATEMENTS OF EARNINGS
Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oxford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries
|
|
|
Subsidiary
|
|
|
Subsidiary
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
(Parent)
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Adjustments
|
|
|
Total
|
|
|
Net sales
|
|
$
|
486,851
|
|
|
$
|
526,631
|
|
|
$
|
155,970
|
|
|
$
|
(40,545
|
)
|
|
$
|
1,128,907
|
|
Cost of goods sold
|
|
|
378,465
|
|
|
|
242,452
|
|
|
|
70,022
|
|
|
|
(9,792
|
)
|
|
|
681,147
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
108,386
|
|
|
|
284,179
|
|
|
|
85,948
|
|
|
|
(30,753
|
)
|
|
|
447,760
|
|
Selling, general and administrative
|
|
|
92,950
|
|
|
|
224,900
|
|
|
|
77,886
|
|
|
|
(32,361
|
)
|
|
|
363,375
|
|
Royalties and other income
|
|
|
2,111
|
|
|
|
9,328
|
|
|
|
6,480
|
|
|
|
(1,457
|
)
|
|
|
16,462
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
17,547
|
|
|
|
68,607
|
|
|
|
14,542
|
|
|
|
151
|
|
|
|
100,847
|
|
Interest (income) expense, net
|
|
|
25,852
|
|
|
|
(12,067
|
)
|
|
|
8,338
|
|
|
|
91
|
|
|
|
22,214
|
|
Income from equity investment
|
|
|
59,586
|
|
|
|
3
|
|
|
|
|
|
|
|
(59,589
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
51,281
|
|
|
|
80,677
|
|
|
|
6,204
|
|
|
|
(59,529
|
)
|
|
|
78,633
|
|
Income taxes
|
|
|
(999
|
)
|
|
|
27,209
|
|
|
|
83
|
|
|
|
20
|
|
|
|
26,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations
|
|
|
52,280
|
|
|
|
53,468
|
|
|
|
6,121
|
|
|
|
(59,549
|
)
|
|
|
52,320
|
|
Earnings (loss) from discontinued
operations, net of tax
|
|
|
(183
|
)
|
|
|
(64
|
)
|
|
|
|
|
|
|
64
|
|
|
|
(183
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
52,097
|
|
|
$
|
53,404
|
|
|
$
|
6,121
|
|
|
$
|
(59,485
|
)
|
|
$
|
52,137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED
CONSOLIDATING STATEMENTS OF CASH FLOW
Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oxford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries
|
|
|
Subsidiary
|
|
|
Subsidiary
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
(Parent)
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Adjustments
|
|
|
Total
|
|
|
Cash Flows From Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
operating activities
|
|
$
|
(23,760
|
)
|
|
$
|
73,311
|
|
|
$
|
10,055
|
|
|
$
|
|
|
|
$
|
59,606
|
|
Cash Flows from Investing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions
|
|
|
(12,111
|
)
|
|
|
|
|
|
|
(1,149
|
)
|
|
|
|
|
|
|
(13,260
|
)
|
Investment in joint venture
|
|
|
|
|
|
|
(9,391
|
)
|
|
|
|
|
|
|
|
|
|
|
(9,391
|
)
|
Purchases of property, plant and
equipment
|
|
|
(659
|
)
|
|
|
(28,847
|
)
|
|
|
(1,806
|
)
|
|
|
|
|
|
|
(31,312
|
)
|
Proceeds from sale of property,
plant and equipment
|
|
|
2,476
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
2,496
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
investing activities
|
|
|
(10,294
|
)
|
|
|
(38,218
|
)
|
|
|
(2,955
|
)
|
|
|
|
|
|
|
(51,467
|
)
|
Cash Flows from Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in debt
|
|
|
(912
|
)
|
|
|
(17
|
)
|
|
|
(105
|
)
|
|
|
|
|
|
|
(1,034
|
)
|
Proceeds from issuance of common
stock
|
|
|
4,595
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,595
|
|
Change in inter-company payable
|
|
|
38,350
|
|
|
|
(39,218
|
)
|
|
|
857
|
|
|
|
11
|
|
|
|
|
|
Dividends on common stock
|
|
|
(14,387
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,387
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
financing activities
|
|
|
27,646
|
|
|
|
(39,235
|
)
|
|
|
752
|
|
|
|
11
|
|
|
|
(10,826
|
)
|
Cash Flows from Discontinued
Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating cash flows provided
by discontinued operations
|
|
|
24,096
|
|
|
|
4,220
|
|
|
|
|
|
|
|
|
|
|
|
28,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in Cash and Cash
Equivalents
|
|
|
17,688
|
|
|
|
78
|
|
|
|
7,852
|
|
|
|
11
|
|
|
|
25,629
|
|
Effect of foreign currency
translation
|
|
|
|
|
|
|
|
|
|
|
774
|
|
|
|
|
|
|
|
774
|
|
Cash and Cash Equivalents at the
Beginning of Year
|
|
|
5,175
|
|
|
|
1,134
|
|
|
|
4,181
|
|
|
|
(11
|
)
|
|
|
10,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at the
End of Year
|
|
$
|
22,863
|
|
|
$
|
1,212
|
|
|
$
|
12,807
|
|
|
$
|
|
|
|
$
|
36,882
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED
CONSOLIDATING STATEMENTS OF EARNINGS
Fiscal 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oxford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries
|
|
|
Subsidiary
|
|
|
Subsidiary
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
(Parent)
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Adjustments
|
|
|
Total
|
|
|
Net sales
|
|
$
|
521,113
|
|
|
$
|
481,700
|
|
|
$
|
171,723
|
|
|
$
|
(65,420
|
)
|
|
$
|
1,109,116
|
|
Cost of goods sold
|
|
|
397,939
|
|
|
|
217,803
|
|
|
|
78,422
|
|
|
|
(16,735
|
)
|
|
|
677,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
123,174
|
|
|
|
263,897
|
|
|
|
93,301
|
|
|
|
(48,685
|
)
|
|
|
431,687
|
|
Selling, general and administrative
|
|
|
110,073
|
|
|
|
202,402
|
|
|
|
78,774
|
|
|
|
(44,534
|
)
|
|
|
346,715
|
|
Royalties and other income
|
|
|
276
|
|
|
|
7,806
|
|
|
|
5,359
|
|
|
|
(297
|
)
|
|
|
13,144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
13,377
|
|
|
|
69,301
|
|
|
|
19,886
|
|
|
|
(4,448
|
)
|
|
|
98,116
|
|
Interest (income) expense, net
|
|
|
30,802
|
|
|
|
(10,198
|
)
|
|
|
7,520
|
|
|
|
(4,153
|
)
|
|
|
23,971
|
|
Income from equity investment
|
|
|
61,752
|
|
|
|
12
|
|
|
|
|
|
|
|
(61,764
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
44,327
|
|
|
|
79,511
|
|
|
|
12,366
|
|
|
|
(62,059
|
)
|
|
|
74,145
|
|
Income taxes
|
|
|
(7,066
|
)
|
|
|
25,832
|
|
|
|
4,282
|
|
|
|
(104
|
)
|
|
|
22,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations
|
|
|
51,393
|
|
|
|
53,679
|
|
|
|
8,084
|
|
|
|
(61,955
|
)
|
|
|
51,201
|
|
Earnings (loss) from discontinued
operations, net of tax
|
|
|
19,270
|
|
|
|
(3,284
|
)
|
|
|
(2,182
|
)
|
|
|
5,466
|
|
|
|
19,270
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
70,663
|
|
|
$
|
50,395
|
|
|
$
|
5,902
|
|
|
$
|
(56,489
|
)
|
|
$
|
70,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED
CONSOLIDATING STATEMENTS OF CASH FLOW
Fiscal 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oxford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries
|
|
|
Subsidiary
|
|
|
Subsidiary
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
(Parent)
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Adjustments
|
|
|
Total
|
|
|
Cash Flows From Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
operating activities
|
|
$
|
(8,760
|
)
|
|
$
|
56,628
|
|
|
$
|
33,160
|
|
|
$
|
(73
|
)
|
|
$
|
80,955
|
|
Cash Flows from Investing
Activities Acquisitions
|
|
|
(6,930
|
)
|
|
|
(4,571
|
)
|
|
|
|
|
|
|
|
|
|
|
(11,501
|
)
|
Investment in joint venture
|
|
|
(431
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(431
|
)
|
Distribution from joint venture
|
|
|
|
|
|
|
2,026
|
|
|
|
|
|
|
|
|
|
|
|
2,026
|
|
Purchases of property, plant and
equipment
|
|
|
(3,575
|
)
|
|
|
(19,886
|
)
|
|
|
(1,492
|
)
|
|
|
|
|
|
|
(24,953
|
)
|
Proceeds from sale of property,
plant and equipment
|
|
|
246
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
265
|
|
Dividends received from subsidiary
|
|
|
28,752
|
|
|
|
|
|
|
|
|
|
|
|
(28,752
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
investing activities
|
|
|
18,062
|
|
|
|
(22,412
|
)
|
|
|
(1,492
|
)
|
|
|
(28,752
|
)
|
|
|
(34,594
|
)
|
Cash Flows from Financing
Activities Change in debt
|
|
|
(89,248
|
)
|
|
|
(20
|
)
|
|
|
(3,175
|
)
|
|
|
|
|
|
|
(92,443
|
)
|
Proceeds from issuance of common
stock
|
|
|
3,976
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,976
|
|
Change in inter-company payable
|
|
|
28,922
|
|
|
|
(36,547
|
)
|
|
|
7,590
|
|
|
|
35
|
|
|
|
|
|
Dividends on common stock
|
|
|
(9,531
|
)
|
|
|
|
|
|
|
(28,752
|
)
|
|
|
28,752
|
|
|
|
(9,531
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
financing activities
|
|
|
(65,881
|
)
|
|
|
(36,567
|
)
|
|
|
(24,337
|
)
|
|
|
28,787
|
|
|
|
(97,998
|
)
|
Cash Flows from Discontinued
Operations Net operating cash flows provided by discontinued
operations
|
|
|
23,638
|
|
|
|
1,626
|
|
|
|
(4,847
|
)
|
|
|
|
|
|
|
20,417
|
|
Net investing cash flows provided
by discontinued operations
|
|
|
35,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
discontinued operations
|
|
|
59,041
|
|
|
|
1,626
|
|
|
|
(4,847
|
)
|
|
|
|
|
|
|
55,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in Cash and Cash
Equivalents
|
|
|
2,462
|
|
|
|
(725
|
)
|
|
|
2,484
|
|
|
|
(38
|
)
|
|
|
4,183
|
|
Effect of foreign currency
translation
|
|
|
|
|
|
|
|
|
|
|
(203
|
)
|
|
|
|
|
|
|
(203
|
)
|
Cash and Cash Equivalents at the
Beginning of Year
|
|
|
2,713
|
|
|
|
1,859
|
|
|
|
1,900
|
|
|
|
27
|
|
|
|
6,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at the
End of Year
|
|
$
|
5,175
|
|
|
$
|
1,134
|
|
|
$
|
4,181
|
|
|
$
|
(11
|
)
|
|
$
|
10,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED
CONSOLIDATING STATEMENTS OF EARNINGS
Fiscal 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oxford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries
|
|
|
Subsidiary
|
|
|
Subsidiary
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
(Parent)
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Adjustments
|
|
|
Total
|
|
|
Net sales
|
|
$
|
502,121
|
|
|
$
|
461,620
|
|
|
$
|
165,137
|
|
|
$
|
(72,091
|
)
|
|
$
|
1,056,787
|
|
Cost of goods sold
|
|
|
382,436
|
|
|
|
218,813
|
|
|
|
75,056
|
|
|
|
(22,767
|
)
|
|
|
653,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
119,685
|
|
|
|
242,807
|
|
|
|
90,081
|
|
|
|
(49,324
|
)
|
|
|
403,249
|
|
Selling, general and administrative
|
|
|
118,534
|
|
|
|
186,370
|
|
|
|
71,638
|
|
|
|
(53,507
|
)
|
|
|
323,035
|
|
Royalties and other income
|
|
|
|
|
|
|
6,800
|
|
|
|
5,260
|
|
|
|
|
|
|
|
12,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,151
|
|
|
|
63,237
|
|
|
|
23,703
|
|
|
|
4,183
|
|
|
|
92,274
|
|
Interest (income) expense, net
|
|
|
23,359
|
|
|
|
(8,789
|
)
|
|
|
6,933
|
|
|
|
4,643
|
|
|
|
26,146
|
|
Income from equity investment
|
|
|
59,267
|
|
|
|
82
|
|
|
|
|
|
|
|
(59,349
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before income taxes
|
|
|
37,059
|
|
|
|
72,108
|
|
|
|
16,770
|
|
|
|
(59,809
|
)
|
|
|
66,128
|
|
Income taxes
|
|
|
(7,583
|
)
|
|
|
24,701
|
|
|
|
4,917
|
|
|
|
142
|
|
|
|
22,177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings from continuing
operations
|
|
|
44,642
|
|
|
|
47,407
|
|
|
|
11,853
|
|
|
|
(59,951
|
)
|
|
|
43,951
|
|
Earnings from discontinued
operations, net of tax
|
|
|
5,786
|
|
|
|
439
|
|
|
|
(394
|
)
|
|
|
45
|
|
|
|
5,876
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
50,428
|
|
|
$
|
47,846
|
|
|
$
|
11,459
|
|
|
$
|
(59,906
|
)
|
|
$
|
49,827
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82
OXFORD
INDUSTRIES, INC.
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
CONDENSED
CONSOLIDATING STATEMENTS OF CASH FLOW
Fiscal 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Oxford
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industries
|
|
|
Subsidiry
|
|
|
Subsidiary
|
|
|
Consolidating
|
|
|
Consolidated
|
|
|
|
(Parent)
|
|
|
Guarantors
|
|
|
Non-Guarantors
|
|
|
Adjustments
|
|
|
Total
|
|
|
Cash Flows From Operating
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
operating activities
|
|
$
|
(51,086
|
)
|
|
$
|
62,519
|
|
|
$
|
19,033
|
|
|
$
|
10,777
|
|
|
$
|
41,243
|
|
Cash Flows from Investing
Activities Acquisitions
|
|
|
(144,360
|
)
|
|
|
(29,690
|
)
|
|
|
(138,256
|
)
|
|
|
168,579
|
|
|
|
(143,727
|
)
|
Purchases of property, plant and
equipment
|
|
|
(1,089
|
)
|
|
|
(20,760
|
)
|
|
|
(1,558
|
)
|
|
|
|
|
|
|
(23,407
|
)
|
Proceeds from sale of property,
plant and equipment
|
|
|
24
|
|
|
|
406
|
|
|
|
|
|
|
|
|
|
|
|
430
|
|
Dividends from subsidiary
|
|
|
8,018
|
|
|
|
2,816
|
|
|
|
|
|
|
|
(10,834
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
investing activities
|
|
|
(137,407
|
)
|
|
|
(47,228
|
)
|
|
|
(139,814
|
)
|
|
|
157,745
|
|
|
|
(166,704
|
)
|
Cash Flows from Financing
Activities Change in debt
|
|
|
90,266
|
|
|
|
(109,299
|
)
|
|
|
101,481
|
|
|
|
|
|
|
|
82,448
|
|
Deferred financing costs paid
|
|
|
(2,766
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,766
|
)
|
Proceeds from issuance of common
stock
|
|
|
2,501
|
|
|
|
138,885
|
|
|
|
29,694
|
|
|
|
(168,579
|
)
|
|
|
2,501
|
|
Change in inter-company payable
|
|
|
53,834
|
|
|
|
(45,230
|
)
|
|
|
2,148
|
|
|
|
(10,752
|
)
|
|
|
|
|
Dividends on common stock
|
|
|
(8,184
|
)
|
|
|
|
|
|
|
(10,834
|
)
|
|
|
10,834
|
|
|
|
(8,184
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by
financing activities
|
|
|
135,651
|
|
|
|
(15,644
|
)
|
|
|
122,489
|
|
|
|
(168,497
|
)
|
|
|
73,999
|
|
Cash Flows from Discontinued
Operations Net operating cash flows provided by discontinued
operations
|
|
|
10,281
|
|
|
|
774
|
|
|
|
(695
|
)
|
|
|
|
|
|
|
10,360
|
|
Net investing cash flows used in
discontinued operations
|
|
|
(71
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71
|
)
|
Net financing cash flows used in
discontinued operations
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(60
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in)
discontinued operations
|
|
|
10,150
|
|
|
|
774
|
|
|
|
(695
|
)
|
|
|
|
|
|
|
10,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in Cash and Cash
Equivalents
|
|
|
(42,692
|
)
|
|
|
421
|
|
|
|
1,013
|
|
|
|
25
|
|
|
|
(41,233
|
)
|
Effect of foreign currency
translation
|
|
|
|
|
|
|
|
|
|
|
163
|
|
|
|
|
|
|
|
163
|
|
Cash and Cash Equivalents at the
Beginning of Year
|
|
|
45,405
|
|
|
|
1,438
|
|
|
|
724
|
|
|
|
2
|
|
|
|
47,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at the
End of Year
|
|
$
|
2,713
|
|
|
$
|
1,859
|
|
|
$
|
1,900
|
|
|
$
|
27
|
|
|
$
|
6,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
83
SCHEDULE II
Oxford Industries, Inc.
Valuation and Qualifying Accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|
|
|
|
Additions
|
|
Charged
|
|
|
|
|
|
|
Balance at
|
|
Charged to
|
|
to Other
|
|
|
|
Balance at
|
|
|
Beginning
|
|
Costs and
|
|
Accounts
|
|
Deductions
|
|
End of
|
Description
|
|
of Period
|
|
Expenses
|
|
Describe
|
|
Describe
|
|
Period
|
|
|
(In thousands)
|
|
Year ended June 1,
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable reserves
|
|
|
17,294
|
|
|
|
22,891
|
|
|
|
|
|
|
|
(25,804
|
)(iii)
|
|
|
14,381
|
|
Allowance for doubtful accounts
|
|
|
3,436
|
|
|
|
567
|
|
|
|
|
|
|
|
(2,085
|
)(ii)
|
|
|
1,918
|
|
Year ended June 2,
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable reserves
|
|
|
16,331
|
|
|
|
35,354
|
|
|
|
|
|
|
|
(34,391
|
)(iii)
|
|
|
17,294
|
|
Allowance for doubtful accounts
|
|
|
3,608
|
|
|
|
340
|
|
|
|
|
|
|
|
(512
|
)(ii)
|
|
|
3,436
|
|
Year ended June 3,
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable reserves
|
|
|
9,734
|
|
|
|
35,484
|
|
|
|
2,387
|
(i)
|
|
|
(31,274
|
)(iii)
|
|
|
16,331
|
|
Allowance for doubtful accounts
|
|
|
3,448
|
|
|
|
1,263
|
|
|
|
1,307
|
|
|
|
(2,410
|
)(ii)
|
|
|
3,608
|
|
|
|
|
(i) |
|
Addition due to the acquisition of Ben Sherman. |
|
(ii) |
|
Principally accounts written off as uncollectible. |
|
(iii) |
|
Principally amounts written off related to customer discounts
and allowances. |
84
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Oxford Industries, Inc.
We have audited the accompanying consolidated balance sheets of
Oxford Industries, Inc. as of June 1, 2007 and June 2,
2006, and the related consolidated statements of earnings,
shareholders equity, and cash flows for each of the three
years in the period ended June 1, 2007. Our audits also
included the financial statement schedule listed in the Index at
Item 15(a). These consolidated financial statements and
schedule are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the
consolidated financial position of Oxford Industries, Inc. at
June 1, 2007 and June 2, 2006, and the consolidated
results of their operations and their cash flows for each of the
three years in the period ended June 1, 2007, in conformity
with U.S. generally accepted accounting principles. Also,
in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the
information set forth therein.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of Oxford Industries, Inc.s internal control
over financial reporting as of June 1, 2007, based on
criteria established in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated July 30, 2007
expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Atlanta, Georgia
July 30, 2007
85
|
|
Item 9.
|
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
|
None.
|
|
Item 9A.
|
Controls
and Procedures
|
Our Principal Executive Officer and Principal Financial Officer
have evaluated the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in
Rules 13a-15(e)
and
15d-15(e)
under the Securities Exchange Act) as of the end of the period
covered by this report. Based upon that evaluation, our
Principal Executive Officer and the Principal Financial Officer
concluded that, as of the end of the period covered by this
report, our disclosure controls and procedures were effective in
ensuring that information required to be disclosed by us in our
Securities Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the
SECs rules and forms, and that such information is
accumulated and communicated to our management, including our
Principal Executive Officer and Principal Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosure.
There have not been any significant changes in our internal
controls over financial reporting (as such term is defined in
Rule 13a-15(f)
and
15d-15(f)
under the Securities Exchange Act) during the quarter ended
June 1, 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.
Report of
Management on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined
under Exchange Act
Rules 13a-15(f)
and
15d-15(f).
Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of our
consolidated financial statements for external purposes in
accordance with accounting principles generally accepted in the
United States.
Our internal control over financial reporting is supported by a
program of appropriate reviews by management, written policies
and guidelines, careful selection and training of qualified
personnel and a written code of conduct. Because of its inherent
limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
Management assessed the effectiveness of our internal control
over financial reporting as of June 1, 2007. In making this
assessment, we used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in
the Internal Control-Integrated Framework. Based on our
assessment and those criteria, we believe that we have
maintained effective internal control over financial reporting
as of June 1, 2007.
Our assessment of the effectiveness of our internal control over
financial reporting as of June 1, 2007 has been audited by
Ernst & Young, LLP, the independent registered public
accounting firm that audited and reported on our consolidated
financial statements included in this
Form 10-K,
as stated in their report which is included on the following
page.
|
|
|
/s/ J. Hicks Lanier
|
|
/s/ Thomas Caldecot Chubb III
|
|
|
|
J. Hicks Lanier
|
|
Thomas Caldecot Chubb III
|
Chairman and Chief Executive
Officer
|
|
Executive Vice President
|
(Principal Executive Officer)
|
|
(Principal Financial Officer)
|
|
|
|
July 31, 2007
|
|
July 31, 2007
|
86
Report of
Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Oxford Industries,
Inc.
We have audited managements assessment, included in the
accompanying Report of Management on Internal Control over
Financial Reporting, that Oxford Industries, Inc. maintained
effective internal control over financial reporting as of
June 1, 2007, based on criteria established in Internal
Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Oxford Industries, Inc.s management is
responsible for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness
of internal control over financial reporting. Our responsibility
is to express an opinion on managements assessment and an
opinion on the effectiveness of the companys internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Oxford
Industries, Inc. maintained effective internal control over
financial reporting as of June 1, 2007, is fairly stated,
in all material respects, based on the COSO criteria. Also, in
our opinion, Oxford Industries, Inc. maintained, in all material
respects, effective internal control over financial reporting as
of June 1, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Oxford Industries, Inc. as of
June 1, 2007 and June 2, 2006 and the related
consolidated statements of earnings, shareholders equity,
and cash flows for each of the three years ended in the period
ended June 1, 2007 of Oxford Industries, Inc. and our
report dated July 30, 2007 expressed an unqualified opinion
thereon.
/s/ Ernst & Young LLP
Atlanta, Georgia
July 30, 2007
87
|
|
Item 9B.
|
Other
Information
|
None.
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governance
|
The information concerning our directors and executive officers
will appear in our definitive Proxy Statement under the headings
Election of Directors and Executive
Officers, respectively, and is incorporated herein by
reference.
Our board of directors has adopted a code of ethical conduct for
our Principal Executive Officer, our Principal Financial
Officer, and other designated key financial associates.
Additionally, our board of directors has adopted a conflict of
interest and business ethics policy for all of our employees.
Our employees are expected to adhere at all times to these
policies, as applicable. We have posted both of these codes on
our website, www.oxfordinc.com. We will also disclose any
amendments or waivers to our code of ethical conduct on our
website.
|
|
Item 11.
|
Executive
Compensation
|
The information concerning executive compensation will appear in
our definitive Proxy Statement under the headings
Executive Compensation and Corporate
Governance and is incorporated herein by reference.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
The information concerning security ownership of certain
beneficial owners and management and related stockholder matters
will appear in our definitive Proxy Statement under the headings
Equity Compensation Plan Information and
Common Stock Ownership by Management and Certain
Beneficial Owners and is incorporated herein by reference.
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
The information concerning certain relationships and related
transactions and director independence will appear in our
definitive Proxy Statement under the headings Certain
Relationships and Related Transactions and Director
Independence is incorporated herein by reference.
|
|
Item 14.
|
Principal
Accounting Fees and Services
|
The information concerning principal accountant fees and
services will appear in our definitive Proxy Statement under the
heading Ratification of Independent Registered Public
Accounting Firm and is incorporated herein by reference.
PART IV
|
|
Item 15.
|
Exhibits,
Financial Statement Schedules
|
(a) 1. Financial Statements
The following consolidated financial statements are included in
Item 8:
|
|
|
|
|
Consolidated Balance Sheets at June 1, 2007 and
June 2, 2006.
|
|
|
|
Consolidated Statements of Earnings for fiscal 2007, fiscal 2006
and fiscal 2005.
|
|
|
|
Consolidated Statements of Shareholders Equity for fiscal
2007, fiscal 2006 and fiscal 2005.
|
88
|
|
|
|
|
Consolidated Statements of Cash Flows for fiscal 2007, fiscal
2006 and fiscal 2005.
|
|
|
|
Notes to Consolidated Financial Statements for fiscal 2007,
fiscal 2006 and fiscal 2005.
|
(a) 2. Financial Statement Schedules
|
|
|
|
|
Schedule II Valuation and Qualifying Accounts
|
All other schedules for which provisions is made in the
applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or
are inapplicable and therefore have been omitted.
|
|
|
|
|
|
2
|
(a)
|
|
Stock Purchase Agreement, dated as
of April 26, 2003, among Viewpoint International, Inc., the
Stockholders of Viewpoint International, Inc. and Oxford
Industries, Inc. Incorporated by reference to Exhibit 2.1
to the Companys
Form 8-K
filed on June 26, 2003.
|
|
2
|
(b)
|
|
Purchase Agreement, dated as of
May 1, 2006, by and between The Millwork Trading Co., Ltd.,
d/b/a Li & Fung USA, and Oxford Industries, Inc.
Incorporated by reference to Exhibit 2(a) to the
Companys
10-K for the
fiscal year ended June 2, 2006.
|
|
2
|
(c)
|
|
Letter Agreement, dated as of
June 1, 2006, by and between The Millwork Trading Co.,
Ltd., d/b/a Li & Fung USA, and Oxford Industries, Inc.
Incorporated by reference to Exhibit 2(b) to the
Companys
10-K for the
fiscal year ended June 2, 2006.
|
|
3
|
(a)
|
|
Restated Articles of Incorporation
of the Company. Incorporated by reference to Exhibit 3.1 to
the Companys
Form 10-Q
for the fiscal quarter ended August 29, 2003.
|
|
3
|
(b)
|
|
Bylaws of the Company, as amended.
Incorporated by reference to Exhibit 3.1 to the
Companys
Form 10-Q
for the fiscal quarter ended March 2, 2007.
|
|
4
|
(a)
|
|
Indenture Agreement dated
May 16, 2003 among Oxford Industries, Inc., the Guarantors
party thereto and SunTrust Bank. Incorporated by reference to
Exhibit 10(n) to the Companys
Form 10-K
for the fiscal year ended May 30, 2003.
|
|
4
|
(b)
|
|
Supplemental Indenture Agreement
No. 1 dated June 13, 2003 among Oxford Industries,
Inc., the Guarantors party thereto and SunTrust Bank.*
|
|
4
|
(c)
|
|
Supplemental Indenture Agreement
No. 2 dated July 28, 2004 among the Guarantors, Oxford
Industries Inc. and SunTrust Bank.*
|
|
4
|
(d)
|
|
Supplemental Indenture Agreement
No. 3 dated December 30, 2004 among the Guarantors,
Oxford Industries, Inc. and SunTrust Bank.*
|
|
10
|
(a)
|
|
1992 Stock Option Plan.
Incorporated by reference to Exhibit 10(h) to the
Companys
Form 10-K
for the fiscal year ended June 1, 2001.
|
|
10
|
(b)
|
|
First Amendment to the 1992 Stock
Option Plan. Incorporated by reference to Exhibit 10(r) to
the Companys
10-K for the
fiscal year ended June 2, 2006.
|
|
10
|
(c)
|
|
1997 Stock Option Plan, as
amended. Incorporated by reference to Exhibit 10(a) to the
Companys
Form 10-K
for the fiscal year ended May 31, 2002.
|
|
10
|
(d)
|
|
Second Amendment to the 1997 Stock
Option Plan. Incorporated by reference to Exhibit 10(s) to
the Companys
10-K for the
fiscal year ended June 2, 2006.
|
|
10
|
(e)
|
|
1997 Restricted Stock Plan, as
amended. Incorporated by reference to Exhibit 10(b) to the
Companys
Form 10-K
for the fiscal year ended May 31, 2002.
|
|
10
|
(f)
|
|
Amended and Restated Long-Term
Stock Incentive Plan, effective as of April 2, 2007.*
|
|
10
|
(g)
|
|
2005 Form of Performance Share
Award under the Oxford Industries, Inc. Long-Term Stock
Incentive Plan. Incorporated by reference to Exhibit 10.2
to the Companys
Form 8-K
filed on January 14, 2005.
|
|
10
|
(h)
|
|
2006 Form of Performance Share
Award under the Oxford Industries, Inc. Long-Term Stock
Incentive Plan. Incorporated by reference to Exhibit 10.1
to the Companys
Form 8-K
filed on August 31, 2005.
|
89
|
|
|
|
|
|
10
|
(i)
|
|
2006 Form of Non-Employee Director
Performance Share Award under the Oxford Industries, Inc.
Long-Term Stock Incentive Plan. Incorporated by reference to
Exhibit 10.2 to the Companys
Form 8-K
filed on August 31, 2005.
|
|
10
|
(j)
|
|
2007 Form of Performance Share
Award under the Oxford Industries, Inc. Long-Term Stock
Incentive Plan. Incorporated by reference to Exhibit 10.1
to the Companys
Form 8-K
filed on August 9, 2006.
|
|
10
|
(k)
|
|
2007 Form of Non-Employee Director
Performance Share Award under the Oxford Industries, Inc.
Long-Term Stock Incentive Plan. Incorporated by reference to
Exhibit 10.2 to the Companys
Form 8-K
filed on August 9, 2006.
|
|
10
|
(l)
|
|
Oxford Industries, Inc. Executive
Performance Incentive Plan. Incorporated by reference to
Exhibit 10.1 to the Companys
Form 10-Q
for the fiscal quarter ended August 29, 2003.
|
|
10
|
(m)
|
|
Oxford Industries Employee Stock
Purchase Plan, as amended and restated effective January 1,
2005. Incorporated by reference to Exhibit 10.3 to the
Companys
Form 8-K
filed on December 3, 2004.
|
|
10
|
(n)
|
|
Executive Medical Plan.
Incorporated by reference to Exhibit 10(d) to the
Companys
10-K for the
fiscal year ended June 3, 2005.
|
|
10
|
(o)
|
|
Oxford Industries, Inc. Deferred
Compensation Plan, as amended and restated.*
|
|
10
|
(p)
|
|
Release and Non-Solicitation
Agreement, dated February 2, 2007. Incorporated by
reference to Exhibit 10.1 to the Companys
Form 8-K
filed on February 7, 2007.
|
|
10
|
(q)
|
|
Amended and Restated Credit
Agreement, dated July 28, 2004, between Oxford Industries,
Inc., certain of its domestic subsidiaries, and SunTrust Bank,
Inc. as administrative agent, and various financial institutions
of lenders and issuing banks. Incorporated by reference to
Exhibit 10(k) to the Companys
Form 10-K
for the fiscal year ended May 28, 2004.
|
|
10
|
(r)
|
|
First Amendment to Amended and
Restated Credit Agreement, dated July 28, 2004.
Incorporated by reference to Exhibit 10.1 to the
Companys
Form 8-K
filed on January 14, 2005.
|
|
10
|
(s)
|
|
Second Amendment to Amended and
Restated Credit Agreement, dated September 21, 2005.
Incorporated by reference to Exhibit 10.1 to the
Companys
Form 8-K
filed on September 26, 2005.
|
|
10
|
(t)
|
|
Consent Agreement, dated
May 1, 2006. Incorporated by reference to Exhibit 10.1
to the Companys
Form 8-K
filed on May 2, 2006.
|
|
10
|
(u)
|
|
Earn-out Agreement dated
June 13, 2003 between the former stockholders of Viewpoint
International, Inc., the Sellers Representatives and
Oxford Industries, Inc. Incorporated to Exhibit 2.2 to the
Companys
Form 8-K
filed on June 26, 2003.
|
|
10
|
(v)
|
|
Registration Rights Agreement
between the former stockholders of Viewpoint International,
Inc., the Sellers Representatives and Oxford Industries,
Inc. Incorporated by reference to Exhibit 4.1 to the
Companys registration statement on
Form S-3
(File
No. 333-110598)
filed on November 19, 2003.
|
|
21
|
|
|
List of Subsidiaries.*
|
|
23
|
|
|
Consent of Independent Registered
Public Accounting Firm, Ernst & Young LLP.*
|
|
24
|
|
|
Powers of Attorney.*
|
|
31
|
.1
|
|
Certification by Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*
|
|
31
|
.2
|
|
Certification by Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.*
|
|
32
|
.1
|
|
Certification by Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.*
|
|
32
|
.2
|
|
Certification by Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.*
|
|
|
|
* |
|
filed herewith |
|
|
|
Management contract or compensation plan or arrangement required
to be filed as an exhibit to this form pursuant to
Item 15(b) of this report. |
We agree to file upon request of the Securities and Exchange
Commission a copy of all agreements evidencing long-term debt of
ours omitted from this report pursuant to
Item 601(b)(4)(iii) of
Regulation S-K.
Shareholders may obtain copies of Exhibits without charge upon
written request to the Corporate Secretary, Oxford Industries,
Inc., 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308.
90
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
Oxford Industries, Inc.
J. Hicks Lanier
Chairman and Chief Executive Officer
Date: July 31, 2007
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
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|
|
|
|
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|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
|
/s/ J.
Hicks Lanier
J.
Hicks Lanier
|
|
Chairman and Chief Executive
Officer
(Principal Executive Officer)
|
|
July 31, 2007
|
|
|
|
|
|
/s/ Thomas
Caldecot Chubb III
Thomas
Caldecot Chubb III
|
|
Executive Vice President
(Principal Financial Officer)
|
|
July 31, 2007
|
|
|
|
|
|
/s/ K.
Scott Grassmyer
K.
Scott Grassmyer
|
|
Senior Vice President, Controller
and
Chief Accounting Officer
|
|
July 31, 2007
|
|
|
|
|
|
*
Cecil
D. Conlee
|
|
Director
|
|
July 31, 2007
|
|
|
|
|
|
*
George
C. Guynn
|
|
Director
|
|
July 31, 2007
|
|
|
|
|
|
*
J.
Reese Lanier, Sr.
|
|
Director
|
|
July 31, 2007
|
|
|
|
|
|
*
S.
Anthony Margolis
|
|
Director
|
|
July 31, 2007
|
|
|
|
|
|
James
A. Rubright
|
|
Director
|
|
|
|
|
|
|
|
*
Robert
E. Shaw
|
|
Director
|
|
July 31, 2007
|
|
|
|
|
|
*
Clarence
H. Smith
|
|
Director
|
|
July 31, 2007
|
91
|
|
|
|
|
|
|
Signature
|
|
Capacity
|
|
Date
|
|
|
|
|
|
|
|
|
Director
|
|
July 31, 2007
|
|
|
|
|
|
/s/ Helen
B. Weeks
Helen
B. Weeks
|
|
Director
|
|
July 30, 2007
|
|
|
|
|
|
|
|
*By
|
|
/s/ Mary
Margaret Heaton
Mary
Margaret Heaton,
as
Attorney-in-Fact
|
|
|
|
|
92
EX-4.(B) SUPPLEMENTAL INDENTURE AGREEMENT NO. 1
Exhibit 4(b)
SUPPLEMENTAL INDENTURE NO. 1
Supplemental Indenture No. 1 (this Supplemental Indenture), dated as of
June 13, 2003, by and among Oxford Industries, Inc., a Georgia corporation (the Company), the
Companys subsidiaries listed on Schedule A hereto (each, a New Guarantor), the Companys
subsidiaries listed on Schedule B hereto (the Existing Delaware Guarantors), the Companys
subsidiaries listed on Schedule C hereto (the Existing Georgia Guarantors), Oxford of South
Carolina, a South Carolina corporation (Oxford of South Carolina and, together with the Existing
Delaware Guarantors and the Existing Georgia Guarantors, the Existing Guarantors) and SunTrust
Bank, as trustee under the Indenture referred to below (the Trustee).
W I T N E S S E T H
WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture (the
Indenture), dated as of May 16, 2003 providing for the issuance of 8 7/8% Senior Notes due 2011
(the Securities);
WHEREAS, the Indenture provides that, without the consent of any Holders, the Company and the
Existing Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into indentures supplemental thereto or agreements or other instruments
with respect to any Guarantee, in form and substance satisfactory to the Trustee, for the purpose
of adding a Guarantor;
WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to the Indenture;
WHEREAS, pursuant to the Indenture the Company, the Existing Guarantors, the New Guarantors
and the Trustee have agreed to enter into this Supplemental Indenture for the purposes stated
herein; and
WHEREAS, all things necessary have been done to make this Supplemental Indenture, when
executed and delivered by the Company, the Existing Guarantors, and each New Guarantor, the legal,
valid and binding agreement of the Company, the Existing Guarantors, and each New Guarantor, in
accordance with its terms.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, each New Guarantor, the
Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Securities as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
(2) Guarantee. Each New Guarantor hereby agrees to guarantee the Indenture
and the Securities related thereto pursuant to the terms and conditions of Article Thirteen of the
Indenture, such Article Thirteen being incorporated by reference herein as if set forth at length
herein (each such guarantee, a Guarantee) and such New Guarantor agrees to be bound as a
Guarantor under the Indenture as if it had been an initial signatory thereto.
(3) Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.
(4) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement.
(5) Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction hereof.
(6) The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for
or in respect of the recitals contained herein, all of which recitals are made solely by the
Company, the New Guarantors and the Existing Guarantors.
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.
|
|
|
|
|
|
OXFORD INDUSTRIES, INC.
|
|
|
By: |
/s/ Thomas C. Chubb, III
|
|
|
Name: |
Thomas C. Chubb, III |
|
|
Title: |
Vice PresidentLaw and Administration,
Secretary and General Counsel |
|
|
|
|
|
|
|
|
EACH GUARANTOR LISTED ON SCHEDULE A HERETO
|
|
|
By: |
/s/ Thomas C. Chubb, III
|
|
|
Name: |
Thomas C. Chubb, III |
|
|
Title: |
Secretary |
|
|
|
|
|
|
|
|
EACH GUARANTOR LISTED ON SCHEDULE B HERETO
|
|
|
By: |
/s/ Thomas C. Chubb, III
|
|
|
Name: |
Thomas C. Chubb, III |
|
|
Title: |
President |
|
|
|
|
|
|
|
|
EACH GUARANTOR LISTED ON SCHEDULE C HERETO
|
|
|
By: |
/s/ Thomas C. Chubb, III
|
|
|
Name: |
Thomas C. Chubb, III |
|
|
Title: |
Secretary |
|
|
|
|
|
|
|
|
OXFORD OF SOUTH CAROLINA
|
|
|
By: |
/s/ Thomas C. Chubb, III
|
|
|
Name: |
Thomas C. Chubb, III |
|
|
Title: |
Secretary |
|
|
|
|
|
|
|
|
SUNTRUST BANK, as Trustee
|
|
|
By: |
/s/ Muriel Shaw
|
|
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|
Authorized Signatory |
|
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|
Schedule A
New Guarantors
Viewpoint International, Inc.
Tommy Bahama R&R Holdings, Inc.
Tommy Bahama Ala Moana LLC
Tommy Bahama Biltmore, LLC
Tommy Bahama Birmingham, LLC
Tommy Bahama Boca Raton, LLC
Tommy Bahama Cafe Emporium, LLC
Tommy Bahama Cherry Creek, LLC
Tommy Bahama Chicago, LLC
Tommy Bahama Coral Gables, LLC
Tommy Bahama Destin, LLC
Tommy Bahama Farmers Market, LLC
Tommy Bahama Kansas City, LLC
Tommy Bahama La Jolla, LLC
Tommy Bahama Las Olas LLC
Tommy Bahama Las Vegas, LLC
Tommy Bahama Las Vegas Fashion Show, LLC
Tommy Bahama Manhattan Village, LLC
Tommy Bahama Mauna Lani, LLC
Tommy Bahama Myrtle Beach, LLC
Tommy Bahama Newport Beach LLC
Tommy Bahama North Scottsdale LLC
Tommy Bahama Orlando, LLC
Tommy Bahama Palm Desert, LLC
Tommy Bahama Palo Alto, LLC
Tommy Bahama Pasadena, LLC
Tommy Bahama Primm, LLC
Tommy Bahama San Diego Fashion Valley, LLC
Tommy Bahama San Jose, LLC
Tommy Bahama Sarasota, LLC
Tommy Bahama St. Augustine, LLC
Tommy Bahama Tampa, LLC
Tommy Bahama Tucson, LLC
Tommy Bahama Wailea, LLC
Tommy Bahama Walnut Creek, LLC
Tommy Bahama West Palm, LLC
Tommy Bahama Whalers Village, LLC
Tommy Bahama Woodbury Common, LLC
Tommy Bahama R&R Texas, Inc.
Tommy Bahama Austin, L.P.
Tommy Bahama Dallas, L.P.
Schedule B
Existing Delaware Guarantors
Lionshead Clothing Company, Inc.
Merona Industries, Inc.
Oxford Caribbean, Inc.
Oxford Garment, Inc.
Oxford Private Limited of Delaware, Inc.
Oxford Receivables Company
Piedmont Apparel Corporation
Schedule C
Existing Georgia Guarantors
Oxford Clothing
Oxford International, Inc.
EX-4.(C) SUPPLEMENTAL INDENTURE AGREEMENT NO. 2
Exhibit 4(c)
SUPPLEMENTAL INDENTURE NO. 2
Supplemental Indenture No. 2 (this Supplemental Indenture No. 2), dated as
of July 28, 2004, by and among Oxford Industries, Inc., a Georgia corporation (the
Company), the Companys subsidiaries listed on Schedule A hereto (each, a New
Guarantor), the Companys subsidiaries listed on Schedule B hereto (collectively, the
Existing Guarantors), and SunTrust Bank, as trustee under the Indenture referred to below
(the Trustee).
W I T N E S S E T H
WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture,
dated as of May 16, 2003 (the Original Indenture), as supplemented by a supplemental indenture,
dated as of June 13, 2003 (the Supplemental Indenture No. 1, and together with the
Original Indenture, the Indenture), providing for
the issuance of 8 7/8% Senior Notes due
2011 (the Securities);
WHEREAS, the Indenture provides that, without the consent of any Holders, the Company and the
Existing Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into indentures supplemental thereto or agreements or other instruments
with respect to any Guarantee, in form and substance satisfactory to the Trustee, for the purpose
of adding a Guarantor;
WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to the Indenture;
WHEREAS, pursuant to the Indenture, the Company, the Existing Guarantors, the New Guarantors
and the Trustee have agreed to enter into this Supplemental Indenture No. 2 for the purposes stated
herein; and
WHEREAS, all things necessary have been done to make this Supplemental Indenture No. 2, when
executed and delivered by the Company, the Existing Guarantors, and each New Guarantor, the legal,
valid and binding agreement of the Company, the Existing Guarantors, and each New Guarantor, in
accordance with its terms.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, each New Guarantor, the
Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Securities as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
(2) Guarantee. Each New Guarantor hereby agrees to guarantee the Indenture
and the Securities related thereto pursuant to the terms and conditions of Article Thirteen of the
Indenture, such Article Thirteen being incorporated by reference herein as if set forth at length
herein (each such guarantee, a Guarantee) and such New Guarantor agrees to be bound as a
Guarantor under the Indenture as if it had been an initial signatory thereto.
(3) Governing Law. THIS SUPPLEMENTAL INDENTURE NO. 2 SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.
(4) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture No. 2. Each signed copy shall be an original, but all of them together
represent the same agreement.
(5) Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction hereof.
(6) The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture No. 2 or
for or in respect of the recitals contained herein, all of which recitals are made solely by the
Company, the New Guarantors and the Existing Guarantors.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 2 to be
duly executed and attested, all as of the date first above written.
Dated: July 28, 2004
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OXFORD INDUSTRIES, INC.
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By: |
/s/ J. Reese Lanier, Jr.
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Name: |
J. Reese Lanier, Jr. |
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Title: |
Vice President and Treasurer |
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EACH GUARANTOR LISTED ON SCHEDULE A HERETO
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By: |
/s/ J. Reese Lanier, Jr.
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Name: |
J. Reese Lanier, Jr. |
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Title: |
Vice President and Treasurer |
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EACH GUARANTOR LISTED ON SCHEDULE B HERETO
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By: |
/s/ J. Reese Lanier, Jr.
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Name: |
J. Reese Lanier, Jr. |
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Title: |
Vice President and Treasurer |
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SUNTRUST BANK, as Trustee
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By: |
/s/ Muriel Shaw
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Authorized Signatory |
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Schedule A
New Guarantors
TOMMY BAHAMA CHARLESTON, LLC
TOMMY BAHAMA WOODLANDS, LLC
TOMMY BAHAMA ATLANTIC CITY, LLC
TOMMY BAHAMA LV FORUM, LLC
TOMMY BAHAMA MISSION VIEJO, LLC
TOMMY BAHAMA PALM BEACH GARDENS, LLC
TOMMY BAHAMA PHIPPS PLAZA, LLC
TOMMY BAHAMA SOUTH PARK NC, LLC
TOMMY BAHAMA TROY, LLC
TOMMY BAHAMA TYSONS GALLERIA, LLC
INDIGO PALM FASHION ISLAND LLC
INDIGO PALMS SANTANA ROW, LLC
INDIGO PALMS LV FORUM LLC
Schedule B
Existing Guarantors
LIONSHEAD CLOTHING COMPANY
MERONA INDUSTRIES, INC.
OXFORD CARIBBEAN, INC.
OXFORD CLOTHING CORPORATION
OXFORD GARMENT, INC.
OXFORD INTERNATIONAL, INC.
OXFORD OF SOUTH CAROLINA, INC.
VIEWPOINT INTERNATIONAL, INC.
TOMMY BAHAMA ALA MOANA LLC
TOMMY BAHAMA BILTMORE, LLC
TOMMY BAHAMA BIRMINGHAM, LLC
TOMMY BAHAMA BOCA RATON, LLC
TOMMY BAHAMA CAFE EMPORIUM, LLC
TOMMY BAHAMA CHERRY CREEK, LLC
TOMMY BAHAMA CHICAGO, LLC
TOMMY BAHAMA CORAL GABLES, LLC
TOMMY BAHAMA FARMERS MARKET, LLC
TOMMY BAHAMA KANSAS CITY, LLC
TOMMY BAHAMA LA JOLLA, LLC
TOMMY BAHAMA LAS OLAS LLC
TOMMY BAHAMA LAS VEGAS, LLC
TOMMY BAHAMA LAS VEGAS FASHION SHOW, LLC
TOMMY BAHAMA MANHATTAN VILLAGE, LLC
TOMMY BAHAMA MAUNA LANI, LLC
TOMMY BAHAMA MYRTLE BEACH, LLC
TOMMY BAHAMA NEWPORT BEACH LLC
TOMMY BAHAMA NORTH SCOTTSDALE, LLC
TOMMY BAHAMA ORLANDO, LLC
TOMMY BAHAMA PALM DESERT, LLC
TOMMY BAHAMA PALO ALTO, LLC
TOMMY BAHAMA PASADENA, LLC
TOMMY BAHAMA PRIMM, LLC
TOMMY BAHAMA SAN DIEGO FASHION VALLEY, LLC
TOMMY BAHAMA SAN JOSE, LLC
TOMMY BAHAMA SARASOTA, LLC
TOMMY BAHAMA ST. AUGUSTINE, LLC
TOMMY BAHAMA TAMPA, LLC
TOMMY BAHAMA TUCSON, LLC
TOMMY BAHAMA WAILEA, LLC
TOMMY BAHAMA WALNUT CREEK, LLC
TOMMY BAHAMA WEST PALM, LLC
TOMMY BAHAMA WHALERS VILLAGE, LLC
TOMMY BAHAMA WOODBURY COMMON, LLC
TOMMY BAHAMA R&R HOLDINGS, INC.
TOMMY BAHAMA R&R TEXAS, INC.
TOMMY BAHAMA AUSTIN, L.P.
TOMMY BAHAMA DALLAS, L.P.
PIEDMONT APPAREL CORPORATION
EX-4.(D) SUPPLEMENTAL INDENTURE AGREEMENT NO. 3
Exhibit 4(d)
SUPPLEMENTAL INDENTURE NO. 3
Supplemental Indenture No. 3 (this Supplemental Indenture No. 3), dated as
of December 30, 2004, by and among Oxford Industries, Inc., a Georgia corporation (the
Company), the Companys subsidiaries listed on Schedule A hereto (each, a New
Guarantor), the Companys subsidiaries listed on Schedule B hereto (collectively, the
Existing Guarantors), and SunTrust Bank, as trustee under the Indenture referred to below
(the Trustee).
W I T N E S S E T H
WHEREAS, the Company, the Existing Guarantors and the Trustee are parties to an indenture,
dated as of May 16, 2003 (the Original Indenture), as supplemented by a supplemental indenture,
dated as of June 13, 2003 (the Supplemental Indenture No. 1) and a supplemental
indenture, dated as of July 28, 2004 (the Supplemental Indenture No. 2, and together with
the Original Indenture and the Supplemental Indenture No. 1, the Indenture), providing
for the issuance of 8 7/8% Senior Notes due 2011 (the Securities);
WHEREAS, the Indenture provides that, without the consent of any Holders, the Company and the
Existing Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from
time to time, may enter into indentures supplemental thereto or agreements or other instruments
with respect to any Guarantee, in form and substance satisfactory to the Trustee, for the purpose
of adding a Guarantor;
WHEREAS, Tommy Bahama Atlantic City, LLC, Tommy Bahama LV Forum, LLC, Tommy Bahama Mission
Viejo, LLC, Tommy Bahama Palm Beach Gardens, LLC, Tommy Bahama Phipps Plaza, LLC, Tommy Bahama
South Park NC, LLC, Tommy Bahama Troy, LLC, Tommy Bahama Tysons Galleria, LLC, Indigo Palm Fashion
Island LLC, Indigo Palms Santana Row, LLC, Indigo Palms LV Forum LLC, Tommy Bahama Ala Moana LLC,
Tommy Bahama Biltmore, LLC, Tommy Bahama Birmingham, LLC, Tommy Bahama Boca Raton, LLC, Tommy
Bahama Cafe Emporium, LLC, Tommy Bahama Cherry Creek, LLC, Tommy Bahama Chicago, LLC, Tommy Bahama
Coral Gables, LLC, Tommy Bahama Farmers Market, LLC, Tommy Bahama Kansas City, LLC, Tommy Bahama La
Jolla, LLC, Tommy Bahama Las Olas LLC, Tommy Bahama Las Vegas, LLC, Tommy Bahama Las Vegas Fashion
Show, LLC, Tommy Bahama Manhattan Village, LLC, Tommy Bahama Mauna Lani, LLC, Tommy Bahama Myrtle
Beach, LLC, Tommy Bahama Newport Beach LLC, Tommy Bahama North Scottsdale, LLC, Tommy Bahama
Orlando, LLC, Tommy Bahama Palm Desert, LLC, Tommy Bahama Palo Alto, LLC, Tommy Bahama Pasadena,
LLC, Tommy Bahama Primm, LLC, Tommy Bahama San Diego Fashion Valley, LLC, Tommy Bahama San Jose,
LLC, Tommy Bahama Sarasota, LLC, Tommy Bahama St. Augustine, LLC, Tommy Bahama Tampa, LLC, Tommy
Bahama Tucson, LLC, Tommy Bahama Wailea, LLC, Tommy Bahama Walnut Creek, LLC, Tommy Bahama West
Palm, LLC, Tommy Bahama Whalers Village, LLC, Tommy Bahama Woodbury Common, LLC, Tommy Bahama R&R
Texas, Inc., Tommy Bahama Austin, L.P. and Tommy Bahama Dallas, L.P. have merged into Tommy Bahama
R&R Holdings, Inc.;
WHEREAS, each New Guarantor wishes to guarantee the Securities pursuant to the Indenture;
WHEREAS, pursuant to the Indenture, the Company, the Existing Guarantors, the New Guarantors
and the Trustee have agreed to enter into this Supplemental Indenture No. 3 for the purposes stated
herein; and
WHEREAS, all things necessary have been done to make this Supplemental Indenture No. 3, when
executed and delivered by the Company, the Existing Guarantors, and each New Guarantor, the legal,
valid and binding agreement of the Company, the Existing Guarantors, and each New Guarantor, in
accordance with its terms.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company, each New Guarantor, the
Existing Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit
of the Holders of the Securities as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
(2) Guarantee. Each New Guarantor hereby agrees to guarantee the Indenture
and the Securities related thereto pursuant to the terms and conditions of Article Thirteen of the
Indenture, such Article Thirteen being incorporated by reference herein as if set forth at length
herein (each such guarantee, a Guarantee) and such New Guarantor agrees to be bound as a
Guarantor under the Indenture as if it had been an initial signatory thereto.
(3) Governing Law. THIS SUPPLEMENTAL INDENTURE NO. 3 SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICTS OF LAWS PRINCIPLES THEREOF.
(4) Counterparts. The parties may sign any number of copies of this
Supplemental Indenture No. 3. Each signed copy shall be an original, but all of them together
represent the same agreement.
(5) Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction hereof.
(6) The Trustee. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture No. 3 or
for or in respect of the recitals contained herein, all of which recitals are made solely by the
Company, the New Guarantors and the Existing Guarantors.
[Signature page to follow.]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 3 to be
duly executed and attested, all as of the date first above written.
Dated: December 30, 2004
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OXFORD INDUSTRIES, INC.
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By: |
/s/ Dominic C. Mazzone
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Name: |
Dominic C. Mazzone |
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Title: |
Vice President and Secretary |
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EACH GUARANTOR LISTED ON SCHEDULE A HERETO
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By: |
/s/ Dominic C. Mazzone
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Name: |
Dominic C. Mazzone |
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Title: |
Vice President and Secretary |
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EACH GUARANTOR LISTED ON SCHEDULE B HERETO
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By: |
/s/ Dominic C. Mazzone
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Name: |
Dominic C. Mazzone |
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Title: |
Vice President and Secretary |
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SUNTRUST BANK, as Trustee
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By: |
/s/ Muriel Shaw
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Authorized Signatory |
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Schedule A
New Guarantors
TOMMY BAHAMA BEVERAGES, LLC
TOMMY BAHAMA TEXAS BEVERAGES, LLC
Schedule B
Existing Guarantors
LIONSHEAD CLOTHING COMPANY
MERONA INDUSTRIES, INC.
OXFORD CARIBBEAN, INC.
OXFORD CLOTHING CORPORATION
OXFORD GARMENT, INC.
OXFORD INTERNATIONAL, INC.
OXFORD OF SOUTH CAROLINA, INC.
VIEWPOINT INTERNATIONAL, INC.
PIEDMONT APPAREL CORPORATION
TOMMY BAHAMA R&R HOLDINGS, INC.
EX-10.(F) AMENDED & RESTATED LONG-TERM STOCK PLAN
Exhibit 10(f)
OXFORD INDUSTRIES, INC.
AMENDED AND RESTATED
LONG-TERM STOCK INCENTIVE PLAN
(as of April 2, 2007)
1. Purpose. The purpose of the Oxford Industries, Inc. Amended and Restated Long-Term Stock
Incentive Plan (the Plan) is to attract and retain employees and directors for Oxford Industries,
Inc. and its subsidiaries and to provide such persons with incentives and rewards for superior
performance.
2. Definitions. The following terms shall be defined as set forth below:
(a) Award means any Option, Stock Appreciation Right, Restricted Share or Restricted
Share Unit.
(b) Board means the Board of Directors of the Company.
(c) Code means the Internal Revenue Code of 1986, as amended from time to time.
(d) Committee means the committee described in Section 4 of this Plan.
(e) Company means Oxford Industries, Inc., a Georgia corporation, or any successor
corporation.
(f) Employee means any person, including an officer, employed by the Company or a
Subsidiary.
(g) Fair Market Value means the fair market value of the Shares as determined by the
Committee from time to time. Unless otherwise determined by the Committee, the fair market
value shall be the closing price for the Shares reported on a consolidated basis on the New
York Stock Exchange on the relevant date or, if there were no sales on such date, the closing
price on the nearest preceding date on which sales occurred.
(h) Grant Date means the date specified by the Committee on which a grant of an Award
shall become effective, which shall not be earlier than the date on which the Committee takes
action with respect thereto.
(i) Option means any option to purchase Shares granted under Section 5 of this Plan.
(j) Optionee means the person so designated in an agreement evidencing an outstanding
Option.
(k) Participant means an Employee or nonemployee Director who is selected by the
Committee to receive benefits under this Plan, provided that nonemployee Directors shall not
be eligible to receive grants of Incentive Stock Options.
(l) Performance Objectives means the performance objectives that may be established
pursuant to this Plan for Participants who have received grants of Restricted Shares or
Restricted Share Units. Performance Objectives may include the achievement of a specified
target, or target
growth in, one or more of the following: (i) earnings before interest expense, taxes,
depreciation and amortization (EBITDA); (ii) earnings before interest expense and taxes
(EBIT); (iii) net earnings; (iv) net income; (v) operating income; (vi) earnings per share;
(vii) book value per share; (viii) return on shareholders equity; (ix) capital expenditures;
(x) expenses and expense ratio management; (xi) return on investment; (xii) improvements in
capital structure; (xiii) profitability of an identifiable business unit or product; (xiv)
maintenance or improvement of profit margins; (xv) stock price; (xvi) market share; (xvii)
revenues or sales; (xviii) costs; (xix) cash flow; (xx) working capital; (xxi) return on
(net) assets; (xxii) economic value added; (xxiii) gross or net profit before or after taxes
or (xxiv) objectively determinable goals with respect to service or product delivery, service
or product quality, inventory management, customer satisfaction, meeting budgets and/or
retention of employees. Performance objectives may relate to the Company and/or one or more
of its subsidiaries, one or more of its divisions or units or any combination of the
foregoing, on a consolidated or nonconsolidated basis, and may be applied on an absolute
basis or be relative to one or more peer group companies or indices, or any combination
thereof, all as the Committee determines. For Awards intended to qualify as
performance-based compensation under Section 162(m) of the Code, these factors will not be
altered or replaced by any other criteria without ratification by the shareholders of the
Company if failure to obtain such approval would result in jeopardizing the tax deductibility
of Performance Awards to Participants.
(m) Performance Period means a period of time established under Sections 7 and 8 of
this Plan within which the Performance Objectives relating to a Restricted Share or
Restricted Share Unit are to be achieved.
(n) Restricted Share means a Share granted under Section 7 of this Plan.
(o) Restricted Share Unit means a bookkeeping entry that records the equivalent of one
Restricted Share awarded pursuant to Section 8 of this Plan.
(p) Shares means shares of the Common Stock of the Company, $1.00 par value, or any
security into which Shares may be converted by reason of any transaction or event of the type
referred to in Section 10 of this Plan.
(q) Stock Appreciation Right means a right granted under Section 6 of this Plan.
(r) Subsidiary means a corporation or other entity (i) more than 50 percent of whose
outstanding shares or securities (representing the right to vote for the election of
directors or other managing authority) are, or (ii) which does not have outstanding shares or
securities (as may be the case in a partnership, joint venture or unincorporated
association), but more than 50 percent of whose ownership interest (representing the right
generally to make decisions for such other entity) is, now or hereafter owned or controlled
directly or indirectly by the Company, provided that for purposes of determining whether any
person may be a Participant for purposes of any grant of Incentive Stock Options,
Subsidiary means any corporation in which the Company owns or controls directly or
indirectly more than 50 percent of the total combined voting power represented by all classes
of stock issued by such corporation at the time of such grant.
3. Shares Available Under the Plan.
(a) Subject to adjustment as provided in Section 10 of this Plan, the number of Shares that
may be (i) issued or transferred upon the exercise of Options or Stock Appreciation Rights, (ii)
awarded as Restricted Shares and released from substantial risk of forfeiture, or (iii) issued or
transferred in payment of Restricted Share Units, on or after the effective date specified in
Section 16, shall not in the aggregate
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exceed 1,000,000 Shares. In no event, however, shall the number of Shares issued upon the
exercise of Incentive Stock Options exceed 200,000 Shares. Further, in no event shall the number of
Restricted Shares released from substantial risk of forfeiture and the number of shares issued or
transferred in payment of Restricted Share Units exceed an aggregate of 700,000 Shares, subject to
adjustment as provided in Section 10. Such Shares may be Shares of original issuance, Shares held
in Treasury, or Shares that have been reacquired by the Company. Shares that were available for
grant as of the effective date of this Plan, or that thereafter otherwise become available for
grant, under any stock option or restricted stock plan of the Company other than the Plan
(including the Oxford Industries, Inc. 1992 Stock Option Plan, the Oxford Industries, Inc. 1997
Stock Option Plan, and the Oxford Industries, Inc. 1997 Restricted Stock Plan (collectively, the
Pre-Existing Plans)) shall be deemed null and void and shall not be granted or available for
grant under the Pre-Existing Plans or under the Plan.
(b) Upon payment of the Option Price upon exercise of a Nonqualified Stock Option by the
transfer to the Company of Shares or upon satisfaction of tax withholding obligations under the
Plan by the transfer or relinquishment of Shares, there shall be deemed to have been issued or
transferred only the number of Shares actually issued or transferred by the Company, less the
number of Shares so transferred or relinquished. Upon the payment in cash of a benefit provided by
any Award under the Plan, any Shares that were subject to such Award shall again be available for
issuance or transfer under the Plan.
(c) No Participant may receive Awards representing more than 300,000 Shares in any one
calendar year.
4. Administration of the Plan. This Plan shall be administered by one or more committees
appointed by the Board. The interpretation and construction by the Committee of any provision of
this Plan or of any agreement or document evidencing the grant of any Award and any determination
by the Committee pursuant to any provision of this Plan or any such agreement, notification or
document, shall be final and conclusive. No member of the Committee shall be liable to any person
for any such action taken or determination made in good faith.
5. Options. The Committee may from time to time authorize grants to Participants of options
to purchase Shares upon such terms and conditions as the Committee may determine in accordance with
the following provisions:
(a) Each grant shall specify the number of Shares to which it pertains.
(b) Each grant shall specify an Option Price per Share, which shall be equal to or
greater than the Fair Market Value on the Grant Date.
(c) Each grant shall specify the form of consideration to be paid in satisfaction of the
Option Price and the manner of payment of such consideration, which may include (i) cash in
the form of currency or check or other cash equivalent acceptable to the Company, (ii)
nonforfeitable, unrestricted Shares owned by the Optionee which have a value at the time of
exercise that is equal to the Option Price, (iii) any other legal consideration that the
Committee may deem appropriate on such basis as the Committee may determine in accordance
with this Plan, or (iv) any combination of the foregoing.
(d) On or after the Grant Date of any Option, the Committee may provide for the
automatic grant to the Optionee of a reload Option in the event the Optionee surrenders
Shares in satisfaction of the Option Price upon the exercise of an Option as authorized under
Section 5(c) above. Each reload Option shall pertain to a number of Shares equal to the
number of Shares utilized by the Optionee to exercise the original Option. Each reload Option
shall have an exercise price equal to
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Fair Market Value on the date it is granted and shall expire on the stated exercise date
of the original Option.
(e) Each Option grant may specify a period of continuous employment of the Optionee by
the Company or any Subsidiary (or, in the case of a nonemployee Director, service on the
Board) that is necessary before the Options or installments thereof shall become exercisable,
and any grant may provide for the earlier exercise of such rights in the event of a change in
control of the Company or other similar transaction or event.
(f) Options granted under this Plan may be Incentive Stock Options, Nonqualified Stock
Options or a combination of the foregoing, provided that only Nonqualified Stock Options may
be granted to nonemployee Directors. Each grant shall specify whether (or the extent to
which) the Option is an Incentive Stock Option or a Nonqualified Stock Option.
Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of
the Shares with respect to which Options designated as Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year (under all plans of
the Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.
No Option granted under this Plan may be exercised more than ten years from the Grant Date.
(g) Each grant shall be evidenced by an agreement delivered to and accepted by the
Optionee and containing such terms and provisions as the Committee may determine consistent
with this Plan.
6. Stock Appreciation Rights. The Committee may also authorize grants to Participants of Stock
Appreciation Rights. A Stock Appreciation Right is the right of the Participant to receive from the
Company an amount, which shall be determined by the Committee and shall be expressed as a
percentage (not exceeding 100 percent) of the difference between the Fair Market Value of the
Shares on the Grant Date and the Fair Market Value of the Shares on the date of exercise. Any grant
of Stock Appreciation Rights under this Plan shall be upon such terms and conditions as the
Committee may determine in accordance with the following provisions:
(a) Any grant may specify that the amount payable upon the exercise of a Stock
Appreciation Right may be paid by the Company in cash, Shares or any combination thereof and
may (i) either grant to the Participant or reserve to the Committee the right to elect among
those alternatives or (ii) preclude the right of the Participant to receive and the Company
to issue Shares or other equity securities in lieu of cash.
(b) Any grant may specify that the amount payable upon the exercise of a Stock
Appreciation Right shall not exceed a maximum specified by the Committee on the Grant Date.
(c) Each grant shall be evidenced by an agreement delivered to and accepted by the
Optionee, which shall describe the subject Stock Appreciation Rights, state that the Stock
Appreciation Rights are subject to all of the terms and conditions of this Plan and contain
such other terms and provisions as the Committee may determine consistent with this Plan.
(d) Each grant shall specify in respect of each Stock Appreciation Right the Fair Market
Value on the Grant Date.
(e) Successive grants may be made to the same Participant regardless of whether any
Stock Appreciation Rights previously granted to such Participant remain unexercised.
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(f) Each grant shall specify the period or periods of continuous employment of the
Participant by the Company or any Subsidiary that are necessary before the Stock Appreciation
Rights or installments thereof shall become exercisable, as well as the permissible dates or
periods on or during which Stock Appreciation Rights shall be exercisable. Any grant may
provide for the earlier exercise of such rights in the event of a change in control of the
Company or other similar transaction or event.
7. Restricted Shares. The Committee may also authorize grants to Participants of one or more
Restricted Shares upon such terms and conditions as the Committee may determine in accordance with
the following provisions:
(a) Each grant shall constitute an immediate transfer of the ownership of Shares to the
Participant in consideration of the performance of services.
(b) Each grant may be made without additional consideration from the Participant or in
consideration of a payment by the Participant that is less than the Fair Market Value on the
Grant Date.
(c) Each grant may provide that the Restricted Shares covered thereby shall be subject
to a substantial risk of forfeiture within the meaning of Section 83 of the Code for a period
to be determined by the Committee on the Grant Date, and any grant or sale may provide for
the earlier termination of such risk of forfeiture in the event of a change in control of the
Company or other similar transaction or event.
(d) Unless otherwise determined by the Committee, an award of Restricted Shares shall
entitle the Participant to dividend, voting and other ownership rights, during the period for
which such substantial risk of forfeiture is to continue.
(e) Each grant shall provide that, during the period for which such substantial risk of
forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited
or restricted in the manner and to the extent prescribed by the Committee on the Grant Date.
Such restrictions may include, without limitation, rights of repurchase or first refusal in
the Company or provisions subjecting the Restricted Shares to a continuing substantial risk
of forfeiture in the hands of any transferee.
(f) Any grant or the vesting thereof may be conditioned upon or further conditioned upon
the attainment of Performance Objectives during a Performance Period as established by the
Committee.
(g) Any grant may require that any or all dividends or other distributions paid on the
Restricted Shares during the period of such restrictions be automatically sequestered and
reinvested on an immediate or deferred basis in additional Shares, which may be subject to
the same restrictions as the underlying Award or such other restrictions as the Committee may
determine.
(h) Each grant shall be evidenced by an agreement delivered to and accepted by the
Participant and containing such terms and provisions as the Committee may determine
consistent with this Plan. Unless otherwise directed by the Committee, all certificates
representing Restricted Shares, together with a stock power that shall be endorsed in blank
by the Participant with respect to such Shares, shall be held in custody by the Company until
all restrictions thereon lapse.
8. Restricted Share Units. The Committee may also authorize grants of Restricted Share Units,
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which shall become payable to the Participant upon the achievement of specified Performance
Objectives, upon such terms and conditions as the Committee may determine in accordance with the
following provisions:
(a) Each grant shall specify the number of Restricted Share Units to which it pertains,
which may be subject to adjustment to reflect changes in compensation or other factors.
(b) The Performance Period with respect to each Restricted Share Unit shall commence on
the Grant Date and may be subject to earlier termination in the event of a change in control
of the Company or other similar transaction or event.
(c) Each grant shall specify the Performance Objectives that are to be achieved by the
Participant.
(d) Each grant may specify in respect of the specified Performance Objectives a minimum
acceptable level of achievement below which no payment will be made and may set forth a
formula for determining the amount of any payment to be made if performance is at or above
such minimum acceptable level but falls short of the maximum achievement of the specified
Performance Objectives.
(e) Each grant shall specify the time and manner of payment of Restricted Share Units
that shall have been earned, and any grant may specify that any such amount may be paid by
the Company in cash, Shares or any combination thereof and may either grant to the
Participant or reserve to the Committee the right to elect among those alternatives.
(f) Any grant of Restricted Share Units may specify that the amount payable, or the
number of Shares issued, with respect thereto may not exceed maximums specified by the
Committee on the Grant Date.
(g) Any grant of Restricted Share Units may provide for the payment to the Participant
of dividend equivalents thereon in cash or additional Shares on a current, deferred or
contingent basis.
(h) If provided in the terms of the grant, the Committee may adjust Performance
Objectives and the related minimum acceptable level of achievement if, in the sole judgment
of the Committee, events or transactions have occurred after the Grant Date that are
unrelated to the performance of the Participant and result in distortion of the Performance
Objectives or the related minimum acceptable level of achievement.
(i) Each grant shall be evidenced by an agreement delivered to and accepted by the
Participant, which shall state that the Restricted Share Units are subject to all of the
terms and conditions of this Plan and such other terms and provisions as the Committee may
determine consistent with this Plan.
9. Transferability.
(a) Except as provided in Section 9(b), no Award granted under this Plan shall be transferable
by a Participant other than by will or the laws of descent and distribution, and Options and Stock
Appreciation Rights shall be exercisable during a Participants lifetime only by the Participant
or, in the event of the Participants legal incapacity, by his guardian or legal representative
acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt to
transfer an Award in violation of this Plan shall render such Award null and void.
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(b) The Committee may expressly provide in an Award agreement (or an amendment to an Award
agreement) that a Participant may transfer such Award (other than an Incentive Stock Option), in
whole or in part, to a spouse or lineal descendant (a Family Member), a trust for the exclusive
benefit of Family Members, a partnership or other entity in which all the beneficial owners are
Family Members, or any other entity affiliated with the Participant that may be approved by the
Committee. Subsequent transfers of Awards shall be prohibited except in accordance with this
Section 9(b). All terms and conditions of the Award, including provisions relating to the
termination of the Participants employment or service with the Company or a Subsidiary, shall
continue to apply following a transfer made in accordance with this Section 9(b).
(c) Any Award made under this Plan may provide that all or any part of the Shares that are (i)
to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation
Rights or upon payment under any grant of Restricted Share Units, or (ii) no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in Section 7 of this Plan,
shall be subject to further restrictions upon transfer.
10. Adjustments. The Committee shall make or provide for such adjustments in the (a) number of
Shares covered by outstanding Options, Stock Appreciation Rights, Restricted Shares and Restricted
Share Units granted hereunder, (b) prices per share applicable to such Options and Stock
Appreciation Rights, and (c) kind of Shares covered thereby, as the Committee in its sole
discretion may in good faith determine to be equitably required in order to prevent dilution or
enlargement of the rights of Participants that otherwise would result from (x) any stock dividend,
stock split, recapitalization or other change in the capital structure of the Company, (y) any
merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, or partial or
complete liquidation or other distribution of assets (other than a normal cash dividend), or (z)
any other event which would constitute an equity restructuring (as contemplated pursuant to the
Code and the regulations promulgated thereunder). Without limiting the foregoing, the Committee may
make or provide for such adjustments in the (a) number of Shares covered by outstanding Options,
Stock Appreciation Rights, Restricted Shares and Restricted Share Units granted hereunder, (b)
prices per share applicable to such Options and Stock Appreciation Rights, and (c) kind of Shares
covered thereby, as the Committee in its sole discretion may in good faith determine to be
equitably required in order to prevent dilution or enlargement of the rights of Participants that
otherwise would result from (x) any combination or exchange of Shares, (y) any issuance of rights
or warrants to purchase securities or (z) any other corporate transaction or event having an effect
similar to any of the foregoing. Moreover, in the event of any such transaction or event, the
Committee may provide in substitution for any or all outstanding Awards under this Plan such
alternative consideration as it may in good faith determine to be equitable under the circumstances
and may require in connection therewith the surrender of all Awards so replaced. The Committee may
also make or provide for such adjustments in the number of Shares specified in Section 3 of this
Plan as the Committee in its sole discretion may in good faith determine to be appropriate in order
to reflect any transaction or event described in this Section 10.
11. Fractional Shares. The Company shall not issue any fractional Shares pursuant to this
Plan and shall settle any such fractional Shares in cash.
12. Withholding Taxes. To the extent that the Company is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized by a Participant or
other person under this Plan, it shall be a condition to the receipt of such payment or the
realization of such benefit that the Participant or such other person make arrangements
satisfactory to the Company for payment of all such taxes required to be withheld. At the
discretion of the Committee, such arrangements may include relinquishment of a portion of such
benefit.
7
13. Certain Terminations of Employment, Hardship and Approved Leaves of Absence.
Notwithstanding any other provision of this Plan to the contrary, in the event of termination of
employment by reason of death, disability, normal retirement, early retirement with the consent of
the Company or leave of absence approved by the Company, or in the event of hardship or other
special circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not
immediately and fully exercisable, any Restricted Shares as to which the substantial risk of
forfeiture or the prohibition or restriction on transfer has not lapsed, any Restricted Share Units
that have not been fully earned, or any Shares that are subject to any transfer restriction
pursuant to Section 9(c) of this Plan, the Committee may in its sole discretion take any action
that it deems to be equitable under the circumstances or in the best interests of the Company,
including, without limitation, waiving or modifying any limitation or requirement with respect to
any Award under this Plan.
14. Foreign Employees. In order to facilitate the making of any grant or combination of
grants under this Plan, the Committee may provide for such special terms for Awards to Participants
who are foreign nationals, or who are employed by the Company or any Subsidiary outside of the
United States of America, as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom. Moreover, the Committee may approve such
supplements to, or amendments, restatements or alternative versions of, this Plan as it may
consider necessary or appropriate for such purposes without thereby affecting the terms of this
Plan as in effect for any other purpose, provided that no such supplements, amendments,
restatements or alternative versions shall include any provisions that are inconsistent with the
terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such
inconsistency without further approval by the Stockholders of the Company.
15. Amendments and Other Matters.
(a) This Plan may be amended from time to time by the Board, but no such amendment shall
increase any of the limitations specified in Section 3 of this Plan, other than to reflect an
adjustment made in accordance with Section 10, without the further approval of the Stockholders of
the Company.
(b) The Committee shall not re-price any Option granted under the Plan except with the
approval of the affirmative vote of the majority of Shares voting at a meeting of the Companys
stockholders.
(c) This Plan shall not confer upon any Participant any right with respect to continuance of
employment or other service with the Company or any Subsidiary and shall not interfere in any way
with any right that the Company or any Subsidiary would otherwise have to terminate any
Participants employment or other service at any time.
(d) To the extent that any provision of this Plan would prevent any Option that was intended
to qualify under particular provisions of the Code from so qualifying, such provision of this Plan
shall be null and void with respect to such Option, provided that such provision shall remain in
effect with respect to other Options, and there shall be no further effect on any provision of this
Plan.
16. Effective Date and Stockholder Approval. This Plan shall become effective upon its
approval by the Board, subject to approval by the Stockholders of the Company at the next Annual
Meeting of Stockholders. The Committee may grant Awards subject to the condition that this Plan
shall have been approved by the Stockholders of the Company.
17. Governing Law. The validity, construction and effect of this Plan and any Award hereunder
will be determined in accordance with the laws of the State of Georgia.
8
EX-10.(O) DEFERRED COMPENSATION PLAN
Exhibit 10 (o)
OXFORD INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
TABLE OF CONTENTS
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ARTICLE I DEFINITIONS |
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Section 1.1. |
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Account |
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Section 1.2. |
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Beneficiary |
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Section 1.3. |
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Board |
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Section 1.4. |
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Code |
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Section 1.5. |
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Committee |
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Section 1.6. |
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Company |
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Section 1.7. |
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Compensation |
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Section 1.8. |
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Discretionary Contribution |
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Section 1.9. |
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Eligible Employee |
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Section 1.10. |
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Employee |
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1 |
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Section 1.11. |
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ERISA |
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1 |
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Section 1.12. |
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Excess Compensation |
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1 |
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Section 1.13. |
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401(k) Plan |
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1 |
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Section 1.14. |
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Matching Contribution |
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1 |
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Section 1.15. |
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Maximum Deferral Percentage |
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1 |
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Section 1.16. |
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Minimum Deferral Amount |
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1 |
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Section 1.17. |
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Oxford |
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1 |
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Section 1.18. |
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Plan |
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1 |
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Section 1.19. |
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Plan Year |
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1 |
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Section 1.20. |
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Plan Year 2006 |
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1 |
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Section 1.21. |
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Pre-2005 Oxford Plan |
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1 |
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Section 1.22. |
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Retirement Age |
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1 |
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Section 1.23. |
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Separates from Service or Separation from Service |
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1 |
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Section 1.24. |
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Tommy Bahama Plan |
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2 |
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Section 1.25. |
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Years of Service |
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2 |
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ARTICLE II PARTICIPATION AND DEFERRAL ELECTIONS |
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2 |
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Section 2.1. |
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Start-Up Deferral Elections |
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2 |
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(a) |
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Plan Year 2006 Elections |
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2 |
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(b) |
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Other Start-Up Elections |
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2 |
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Section 2.2. |
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Annual Deferral Elections |
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2 |
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(a) |
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Salary |
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2 |
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(b) |
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Bonuses |
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3 |
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(c) |
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Commissions |
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3 |
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Section 2.3. |
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Minimum Deferral Amount |
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3 |
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Section 2.4. |
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Ongoing Election |
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3 |
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Section 2.5. |
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Effect of Hardship Withdrawal |
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3 |
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Section 2.6. |
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Form of Elections |
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3 |
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ARTICLE III MATCHING CONTRIBUTIONS |
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4 |
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ARTICLE IV DISCRETIONARY CONTRIBUTIONS |
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4 |
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ARTICLE V ACCOUNT ADJUSTMENTS |
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4 |
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Section 5.1. |
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General |
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4 |
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Section 5.2. |
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Deferrals |
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4 |
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Section 5.3. |
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Matching and Discretionary Contributions |
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4 |
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Section 5.4. |
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Phantom Investments |
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4 |
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Section 5.5. |
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Phantom Investment Election |
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4 |
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Section 5.6. |
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Phantom Investment Adjustments |
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5 |
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ARTICLE VI VESTING |
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5 |
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Section 6.1. |
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Amounts Deferred |
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5 |
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Section 6.2. |
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Matching Contributions |
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5 |
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Section 6.3. |
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Discretionary Contributions |
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5 |
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ARTICLE VII DISTRIBUTIONS |
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5 |
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Section 7.1. |
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Distribution Elections |
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5 |
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(a) |
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General |
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5 |
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(b) |
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Ongoing Election |
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5 |
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(c) |
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Default |
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5 |
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Section 7.2. |
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Time of Distribution |
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5 |
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(a) |
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Separation from Service |
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(b) |
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Death |
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6 |
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(c) |
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In-Service |
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6 |
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(d) |
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Hardship Withdrawal due to Unforeseeable Emergency |
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(e) |
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Delay of Payments Under Certain Circumstances |
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7 |
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Section 7.3. |
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Distribution Forms |
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(a) |
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Separation from Service After Retirement Age |
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(b) |
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Separation from Service Before Retirement Age or Death |
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7 |
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(c) |
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In-Service |
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7 |
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(d) |
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Installments |
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8 |
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Section 7.4. |
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Beneficiary |
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ARTICLE VIII NO FUNDING OBLIGATION |
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ARTICLE IX COMPLIANCE WITH CODE SECTION 409A |
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ARTICLE X MISCELLANEOUS |
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9 |
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Section 10.1. |
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Medium of Payment |
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9 |
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Section 10.2. |
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Making and Revoking Elections and Designations |
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9 |
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Section 10.3. |
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Statements |
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9 |
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Section 10.4. |
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Claims Procedure |
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9 |
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Section 10.5. |
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Withholding |
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9 |
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Section 10.6. |
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No Liability |
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9 |
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Section 10.7. |
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Nonalienation of Benefits |
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9 |
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Section 10.8. |
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Plan Administration |
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9 |
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Section 10.9. |
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Construction |
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10 |
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Section 10.10. |
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No Contract of Employment |
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10 |
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Section 10.11. |
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ERISA |
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10 |
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Section 10.12. |
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Amendment and Termination |
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10 |
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Section 10.13. |
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Pre-2005 Oxford Plan |
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10 |
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-ii-
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Page |
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(a) |
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Pre-2005 Deferrals |
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10 |
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(b) |
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Post-2004 and Pre-2006 Deferrals |
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10 |
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Section 10.14. |
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Tommy Bahama Plan |
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10 |
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(a) |
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Pre-2005 Deferrals |
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11 |
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(b) |
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Post-2004 and Pre-2006 Deferrals |
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11 |
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-iii-
OXFORD INDUSTRIES, INC.
DEFERRED COMPENSATION PLAN
The primary purpose of this Plan is to assist Oxford Industries, Inc. (Oxford) and its
subsidiaries in attracting and retaining employees of exceptional ability by (a) allowing a select
group of management or highly-compensated employees of Oxford and certain of its subsidiaries to
defer the payment of a portion of their compensation that otherwise would become payable to them,
and (b) providing for discretionary contributions and matching contributions if matching
contributions under the Oxford Industries, Inc. Retirement Savings Plan are limited as a result of
a deferral under this Plan or as a result of the dollar limitation applicable to the 401(k) Plan
under Section 401(a)(17) of the Code. The terms of this Plan supersede those of the Oxford
Industries, Inc. Non-Qualified Deferred Compensation Plan adopted effective January 1, 2001, and
the Viewpoint International, Inc. Nonqualified Deferred Compensation Plan adopted effective July
20, 2001, except with respect to amounts deferred prior to January 1, 2006, as provided in Sections
10.13 and 10.14.
ARTICLE I
DEFINITIONS
Section 1.1. Account means the bookkeeping account maintained by or at the
direction of the Committee to show as of any date the benefit of each Eligible Employee. Separate
subaccounts may be established and maintained as part of an Eligible Employees Account as the
Committee deems necessary or appropriate to administer this Plan.
Section 1.2. Beneficiary means the person or persons designated as such in
accordance with Section 7.4.
Section 1.3. Board means the Board of Directors of Oxford.
Section 1.4. Code means the Internal Revenue Code of 1986, as amended.
Section 1.5. Committee means the committee appointed by the Board to administer
the Plan.
Section 1.6. Company means Oxford and each subsidiary of Oxford that is
designated by the Board as a participating company under this Plan.
Section 1.7. Compensation means, for any Plan Year, compensation as
defined in the 401(k) Plan for purposes of determining the amount of pre-tax contributions and
matching contributions under such plan, without regard to any limitations on compensation imposed
under Section 401(a)(17) of the Code, plus any deferrals made under this Plan for such Plan Year.
Section 1.8. Discretionary Contribution means the amount, if any,
credited to an Eligible Employees Account in accordance with Article IV.
Section 1.9. Eligible Employee means, for each Plan Year, any employee of
a Company whose gross annual rate of base salary is $130,000 or more, with such salary threshold to
be adjusted, at the Committees discretion, for Plan Years subsequent to Plan Year 2006.
Section 1.10. Employee means an employee of Oxford or any subsidiary of
Oxford.
Section 1.11. ERISA means the Employee Retirement Income Security Act of 1974, as
amended.
Section 1.12. Excess Compensation means the excess of an Eligible
Employees Compensation for a Plan Year over the Eligible Employees compensation as defined in
the 401(k) Plan for purposes of determining the amount of pre-tax contributions and matching
contributions under such plan for such Plan Year.
Section 1.13. 401(k) Plan means the Oxford Industries, Inc. Retirement
Savings Plan, as amended and as in effect from time to time, or any other successor defined
contribution maintained by Oxford or another Company that qualifies under Section 401(a) of the
Code and satisfies the requirements of Section 401(k) of the Code.
Section 1.14. Matching Contribution means the amount credited to an
Eligible Employees Account in accordance with Article III.
Section 1.15. Maximum Deferral Percentage means, for each Plan Year, the
maximum percentage of an Eligible Employees base salary, bonus and, if authorized by the Committee
for a Plan Year, commissions that can be deferred under the Plan, which shall be 50% of base
salary, 100% of bonus, and 50% of commissions, unless otherwise determined by the Committee prior
to the beginning of such Plan Year; provided, however, that no deferral election may reduce an
Eligible Employees compensation below an amount necessary to satisfy applicable employment and
income tax withholding requirements.
Section 1.16. Minimum Deferral Amount means, for each Plan Year, an
amount equal to 1% of the Eligible Employees base salary, unless otherwise determined by the
Committee prior to the beginning of such Plan Year.
Section 1.17. Oxford means Oxford Industries, Inc. and any successor to Oxford
Industries, Inc.
Section 1.18. Plan means this Oxford Industries, Inc. Deferred Compensation Plan.
Section 1.19. Plan Year means the calendar year.
Section 1.20.
Plan Year 2006 has the meaning specified in Section 2.1(a).
Section 1.21. Pre-2005 Oxford Plan means the Oxford Industries, Inc.
Non-Qualified Deferred Compensation Plan adopted effective January 1, 2001, as thereafter amended,
as such amended plan was in effect on October 3, 2004.
Section 1.22. Retirement Age means (a) age 65 or (b) age 55 and 5 Years
of Service.
Section 1.23. Separates from Service or Separation from Service means the
termination of employment with Oxford and all subsidiaries in such a manner as to constitute a
separation from service within the meaning of Section 409A of the Code and the regulations
thereunder.
Section 1.24. Tommy Bahama Plan means the Viewpoint International, Inc.
Nonqualified Deferred Compensation Plan adopted effective July 20, 2001 as thereafter amended, as
such amended plan was in effect on October 3, 2004.
Section 1.25. Years of Service means years of service as defined in the
401(k) Plan.
ARTICLE II
PARTICIPATION AND DEFERRAL ELECTIONS
Section 2.1. Start-Up Deferral Elections.
(a) Plan Year 2006 Elections. Each person who qualifies as an Eligible Employee
during the enrollment period established by the Committee ending on or prior to December 31, 2005
shall be eligible to participate in this Plan for the Plan Year beginning January 1, 2006 (Plan
Year 2006) and to make the following elections:
(1) Base Salary. Each such Eligible Employee may elect to defer up
to the Maximum Deferral Percentage of his or her base salary earned for services performed
in 2006. Any such election that is not revoked prior to the end of the enrollment period
shall be irrevocable through the end of Plan Year 2006.
(2) Performance-Based Bonuses. Each such Eligible Employee who has
been an Employee continuously from the date upon which performance criteria were established
through the start of the enrollment period, shall be eligible to elect to defer up to the
Maximum Deferral Percentage of his or her bonus earned for services performed during
Oxfords fiscal year beginning in 2005 and ending in 2006; provided such election is made at
least 6 months before the end of such performance period. Such bonus is intended to
constitute performance-based compensation within the meaning of Section 409A of the Code.
(b) Other Start-Up Elections. Each person who first qualifies as an Eligible Employee
after the enrollment period for Plan Year 2006, and who is treated as first becoming eligible to
participate in an account balance plan maintained by a Company within the meaning of Section 409A
of the Code and the regulations thereunder, shall be eligible to elect to participate in this Plan
during the 30-day period starting on the date he or she first qualifies as an Eligible Employee.
Such Eligible Employee may elect prior to the end of such 30-day period to defer up to the Maximum
Deferral Percentage of his or her base salary and bonus, and if authorized by the Committee,
commissions, for services performed after the date the Eligible Employee first begins to
participate in the Plan (and not earlier than January 1, 2006). Any such election shall be
irrevocable at the end of such 30-day period and through the end of the Plan Year for which it is
made. The amount of any bonus deferred with respect to an election made after the beginning of a
performance period will be pro rated in accordance with Section 409A of the Code and the
regulations thereunder.
Section 2.2. Annual Deferral Elections.
(a) Salary. An Eligible Employee shall have the right during the enrollment period
established by the Committee to defer up to the Maximum Deferral Percentage of his or her base
salary for services performed in the following Plan Year. Any such election that is not revoked by
the end of
the enrollment period shall be irrevocable immediately following the enrollment period
and shall remain irrevocable through the end of the Plan Year for which it is made.
(b) Bonuses.
(1) Performance-Based Compensation Bonus. An Eligible Employee may
elect during the annual enrollment period or any other election period that is at least 6
months before the end of a performance period to defer a performance-based compensation
bonus earned for services performed during such performance period; provided that (i) such
bonus constitutes performance-based compensation within the meaning of Section 409A of the
Code, (ii) the performance period is at least 12 months, (iii) the election period is at
least 6 months before the end of the performance period, (iv) the Eligible Employee has been
an Employee continuously from the date upon which the performance criteria were established
through the date of such election, and (v) at the time of the election, the compensation is
not substantially certain to be paid or is not readily ascertainable.
(2) Bonus Not Treated As Performance-Based Compensation. If a bonus
is not intended to satisfy the requirements for performance-based compensation within the
meaning of Section 409A of the Code, then an Eligible Employee may elect during an annual
enrollment period established by the Committee to defer up to the Maximum Deferral
Percentage of such bonus that otherwise would be payable to such Eligible Employee for
services performed during the following Plan Year.
(c) Commissions. If the Committee in its discretion determines to allow deferrals to
be made with respect to commissions for any Plan Year, an Eligible Employee may elect during the
annual enrollment period established by the Committee preceding such Plan Year to defer up to the
Maximum Deferral Percentage of his or her commissions that are treated under Section 409A of the
Code as attributable to services performed by him or her during such Plan Year.
Section 2.3. Minimum Deferral Amount. An Eligible Employees deferral
elections for a Plan Year must provide for a deferral of base salary at least equal to the Minimum
Deferral Amount for the Eligible Employee for that Plan Year (pro-rated for a start-up election
pursuant to Section 2.1(b) or upon Separation from Service during a Plan Year).
Section 2.4. Ongoing Election. A deferral election made in accordance with
Sections 2.1 or 2.2 shall remain in effect for a subsequent Plan Year unless revised or revoked
during the enrollment period for such Plan Year, unless the Committee requires a new election.
Section 2.5. Effect of Hardship Withdrawal. An Eligible Employee who has
taken a hardship withdrawal pursuant to Section 7.2(d) or has taken a hardship withdrawal pursuant
to the 401(k) Plan shall have his or her deferral election under this Plan automatically cancelled
effective immediately upon such withdrawal and for the remainder of the Plan Year in the case of a
withdrawal under this Plan or for the remainder of the Plan Year and any subsequent Plan Year in
which deferrals under the 401(k) Plan are suspended. Such Eligible Employee may recommence
participation in the Plan only during an annual enrollment period and his or her election shall not
become effective until the beginning of the following Plan Year.
Section 2.6. Form of Elections. Any deferral election shall be made in the
form and manner provided by the Committee for this purpose and in accordance with such other rules
and procedures as may be established from time to time by the Committee.
ARTICLE III
MATCHING CONTRIBUTIONS
Unless otherwise determined by the Committee, Oxford shall credit each Eligible Employees
Account with a Matching Contribution equal to (a) 100% of his or her deferrals for such Plan Year
that do not exceed 3% of his or her Excess Compensation for such Plan Year and (b) 50% of his or
her deferrals for such Plan Year that exceed 3% but do not exceed 5% of his or her Excess
Compensation for such Plan Year.
ARTICLE IV
DISCRETIONARY CONTRIBUTIONS
The Committee may credit each Eligible Employees Account with a Discretionary Contribution,
if any, at such times and in such amounts as recommended by the Committee and approved by the
Nominating, Compensation and Governance Committee of the Board, or the Board, in its sole
discretion.
ARTICLE V
ACCOUNT ADJUSTMENTS
Section 5.1. General. An Eligible Employees benefit under this Plan shall be based
entirely on the dollar value credited to his or her Account at any time, which will depend upon the
amount deferred under Article II, the Matching Contributions credited under Article III, the
Discretionary Contributions, if any, credited under Article IV, and the phantom investment
adjustments made in accordance with this Article V.
Section 5.2.
Deferrals. Amounts deferred by an Eligible Employee shall be credited
to his or to her Account as soon as practicable after the date that such compensation otherwise
would have been payable to the Eligible Employee if no election had been made under Article II.
Section 5.3. Matching and Discretionary Contributions. The Matching
Contribution and Discretionary Contribution, if any, shall be credited to an Eligible Employees
Account as of the end of the calendar year, or at such time as otherwise may be determined by the
Committee in its absolute discretion.
Section 5.4. Phantom Investments. The Committee from time to time shall
select one or more investment funds that will serve as hypothetical investment options for the
deferrals, Matching Contributions and Discretionary Contributions credited to an Account (phantom
investment funds). The Committee may establish limits on the portion of an Account that may be
invested hypothetically in any phantom investment fund or in any combination of phantom investment
funds.
Section 5.5. Phantom Investment Election. Each Eligible Employee shall
elect pursuant to procedures established by the Committee to treat the amounts credited to his or
her Account as if they were invested in one or more phantom investment funds (a phantom investment
election). An Eligible Employee may change his or her phantom investment elections in accordance
with the
Committees procedures. Any phantom investment election shall be effective only if made
in accordance with the Committees procedures.
Section 5.6. Phantom Investment Adjustments. The Committee shall cause the
Eligible Employees Account to be adjusted from time to time for any earnings and losses as if it
were invested in accordance with the Eligible Employees phantom investment elections. Such
adjustments shall be made until his or her Account is distributed in full under Article VII.
ARTICLE VI
VESTING
Section 6.1. Amounts Deferred. An Eligible Employee shall be 100% vested at
all times in the Eligible Employees deferrals and the earnings thereon.
Section 6.2. Matching Contributions. An Eligible Employees Matching
Contributions, and earnings thereon, shall be 100% vested at all times, unless otherwise determined
by the Committee prior to crediting to the Eligible Employees Account.
Section 6.3. Discretionary Contributions. An Eligible Employees
Discretionary Contributions, and earnings thereon, shall become vested as determined by the
Committee and as approved by the Nominating, Compensation and Governance Committee of the Board, or
the Board.
ARTICLE VII
DISTRIBUTIONS
Section 7.1. Distribution Elections.
(a) General. At the same time as an Eligible Employee makes a deferral election under
Article II, he or she shall elect, pursuant to Section 7.2, the time as of which contributions
credited to his or her Account for such Plan Year will be distributed and, pursuant to Section 7.3,
the form in which such distribution will be made.
(b) Ongoing Election. In the absence of any contrary rule established by the
Committee, a Separation from Service distribution election shall remain in effect for contributions
credited to an Account for a subsequent Plan Year, unless revised or revoked during the annual
enrollment period for such subsequent Plan Year. An in-service distribution election will expire
at the end of the Plan Year for which it was made.
(c) Default. If an Eligible Employee fails to make an election as to the time or form
of distribution of his or her Account (or subaccount, as applicable), his or her distribution will
be made in a lump sum on the first day of the calendar month that is at least 6 months after the
date of his or her Separation from Service.
Section 7.2. Time of Distribution. Distribution of an Eligible Employees
Account (or subaccount, as applicable) may be made as a result of the Eligible Employees
Separation from Service, death, the occurrence of a hardship due to an unforeseeable emergency, or
at a specified time while the Eligible Employee is still an Employee.
(a) Separation from Service. If distribution is made as a result of the Eligible
Employees Separation from Service, it will commence
on the first regularly scheduled pay date that coincides with or immediately follows the first
day of the calendar month that is (1) 6 months or 12 months (as selected by the Eligible Employee)
from the date the Eligible Employee Separates from Service, if the Separation from Service is after
Retirement Age, or (2) 6 months from the date the Eligible Employee Separates from Service, if the
Separation from Service is before Retirement Age. If distribution is to be made in annual
installments, any subsequent annual installments shall be made on the first regularly scheduled pay
date that coincides with or next follows the first day of February of the applicable year.
(b) Death. If distribution is made as a result of the Eligible Employees death,
distribution will commence on the first regularly scheduled pay date that coincides with or
immediately follows the first day of the calendar quarter immediately following the quarter in
which his or her death occurred. If an Eligible Employee dies after distributions already have
commenced pursuant to his or her Separation from Service or paragraph (c) below, the balance, if
any, of his or her Account will be distributed on the first regularly scheduled pay date that
coincides with or immediately follows the first day of the calendar quarter immediately following
the quarter in which his or her death occurred.
(c) In-Service. An Eligible Employee may elect that his or her subaccount for a Plan
Year be distributed or commence to be distributed on a regularly scheduled pay date coinciding with
or next following the first day of February of any Plan Year that is at least two Plan Years after
the deferrals were credited to such subaccount; provided he or she is an Employee on the date of
the distribution. An Eligible Employee may revise such in-service distribution election to change
the time of distribution; provided, however, that (1) the revision will not take effect until 12
months after the date it is made, (2) the revision must be made at least 12 months before the
in-service distribution otherwise would commence, and (3) the in-service distribution will be
deferred for at least 5 years from the date the in-service distribution would have commenced in the
absence of the revision.
(d) Hardship Withdrawal due to Unforeseeable Emergency. An Eligible Employee shall
have the right to request that the Committee distribute all, or a part of, his or her Account to
him or to her in a lump sum if he or she experiences severe financial hardship resulting from an
illness or accident of the Eligible Employee, the spouse of the Eligible Employee or a dependent
(as defined in Section 152(a) of the Code) of the Eligible Employee, loss of the Eligible
Employees property due to casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Eligible Employee (an unforeseeable
emergency). The Committee shall have the sole discretion to determine whether to grant an
Eligible Employees withdrawal request under this Section 7.1(d) and the amount to distribute to
the Eligible Employee; provided, however, that no distribution shall be made to an Eligible
Employee under this Section 7.1(d) to the extent that such hardship is or may be relieved (1)
through reimbursement or compensation by insurance or otherwise, (2) by liquidation of the Eligible
Employees assets, to the extent the liquidation of the Eligible Employees assets would not itself
cause severe financial hardship, or (3) by cessation of deferral elections under this Plan. The
amount of any distributions from an Eligible Employees Account pursuant to this Section 7.1(d)
shall be limited to the amount necessary to meet the unforeseeable emergency, plus amounts
necessary to pay taxes reasonably anticipated as a result of the distribution. An Eligible
Employee who takes a hardship withdrawal under this Section 7.1(d) will be ineligible to make
deferrals under the Plan for the remainder of the Plan Year. Distribution shall be made on the
first regularly scheduled pay date that coincides with or immediately follows the first day of the
calendar month following the determination by the Committee that a hardship withdrawal will be
permitted.
(e) Delay of Payments Under Certain Circumstances. Notwithstanding the provisions of
paragraph (a) through (d) above, to the extent permitted by Section 409A of the Code and the
regulations thereunder, Oxford, in its discretion, may delay payment to a date after the payment
date designated in such paragraphs under any of the following circumstances:
(1) Payments Made As Soon As Practicable After the Specified Date.
Payments will be made as soon as practicable after the date specified in paragraphs (a)
through (d) and in any event within the same calendar year or, if later, by the fifteenth
day of the third calendar month following the date specified in paragraphs (a) through (d).
(2) Payments that Would Violate a Loan Covenant or Similar Contractual
Requirement. Payment will be delayed where the Committee reasonably anticipates that
the making of the payment will violate a term of a loan agreement or other similar contract
to which Oxford or another Company is a party and such violation will cause material harm to
Oxford or such other Company; provided that the delayed payment is made at the earliest date
at which the Committee reasonably anticipates that the making of the payment will not cause
such violation, or such violation will not cause material harm to Oxford or the Company, and
provided that the facts and circumstances indicate that Oxford or the Company entered into
such loan agreement or other similar contract for legitimate business reasons and not to
avoid the restrictions on deferral elections and subsequent deferral elections under Section
409A of the Code.
(3) Payments that Would Violate Federal Securities Laws or Other
Applicable Law. Payment will be delayed where the Committee reasonably anticipates that
the making of the payment will violate federal securities laws or other applicable law;
provided that the delayed payment is made at the earliest date at which the Committee
reasonably anticipates that the making of the payment will not cause such violation.
Section 7.3. Distribution Forms.
(a) Separation from Service After Retirement Age. An Eligible Employee may elect that
if he or she Separates from Service after Retirement Age, his or her subaccount for a Plan Year
shall be distributed in a lump sum or annual installments over 2 to 15 years. Notwithstanding
anything in this paragraph (a) to the contrary, if the Eligible Employees Account balance
following Separation from Service is less than $25,000, then the Account will be distributed in a
lump sum.
(b) Separation from Service Before Retirement Age or Death. If the Eligible Employee
Separates from Service before Retirement Age or dies, his or her entire Account will be distributed
in a lump sum, regardless of whether in-service distributions have commenced pursuant to Section
7.2(c).
(c) In-Service. An Eligible Employee may elect that an in-service distribution of his
or her subaccount for a Plan Year elected in accordance with Section 7.2(c) be paid in a lump sum
or in annual installments over 2 to 5 years. An Eligible Employee may revise such in-service
distribution election to change the form of distribution; provided, however, that (1) the revision
will not take effect until 12 months after the date it is made, (2) the revision must be made at
least 12 months before the in-service distribution otherwise would commence, and (3) the in-service
distribution will be deferred for at least 5 years from the date the in-service distribution would
have commenced in the absence of the revision. If the Eligible Employee Separates from
Service before Retirement Age or dies, his or her Account will be distributed in accordance with
Section 7.3(b) and not this Section 7.3(c), even if distributions had commenced under this Section
7.3(c). However, if the Eligible Employee Separates
from Service after Retirement Age, then any
distributions that had commenced under this Section 7.3(c) shall continue as scheduled (unless the
Eligible Employees Account balance following Separation from Service is less than $25,000), but if
distributions had not commenced under this Section 7.3(c), all distributions shall be made in
accordance with the form elected in Section 7.3(a). Notwithstanding anything in this paragraph to
the contrary, if the Eligible Employees subaccount balance for which an in-service distribution
election has been made is less than $5,000 at the time of in-service distribution commencement,
such subaccount balance will be distributed in a lump sum.
(d) Installments. The amount of any installment distributable under this Section 7.3
shall be computed by multiplying the portion of the Eligible Employees Account (or subaccount, as
applicable) to be distributed in installments by a fraction, the numerator of which shall be one
and the denominator of which shall be the number of installments remaining after such installment
has been paid plus one.
Section 7.4. Beneficiary. An Eligible Employee shall designate (on a form provided
for this purpose) a person, or more than one person, as his or her Beneficiary to receive the
balance credited to his or her Account in the event of his or her death. An Eligible Employee may
change his or her Beneficiary designation at any time. If no Beneficiary designation is in effect
on the date an Eligible Employee dies or if no designated Beneficiary survives the Eligible
Employee, the Eligible Employees estate automatically shall be treated as his or her Beneficiary
under this Plan.
ARTICLE VIII
NO FUNDING OBLIGATION
The obligation of the Company to make any distributions under this Plan shall be unfunded and
unsecured; all distributions to, or on behalf of, an Eligible Employee under this Plan shall be
made from the general assets of the Company, and any claim by an Eligible Employee or Beneficiary
against the Company for any distribution under this Plan shall be treated the same as a claim of
any general and unsecured creditor of Oxford or of any other Company by whom the Eligible Employee
was employed. Notwithstanding the foregoing, Oxford may, in its discretion, establish one or more
irrevocable grantor trusts for the purpose of funding all or part of its obligations under this
Plan; provided, however, that the terms of any such trusts require that the assets thereof remain
subject to the claims of Oxfords and the other Companys judgment creditors and are non-assignable
and non-alienable by any Eligible Employee or Beneficiary prior to distribution thereof.
ARTICLE IX
COMPLIANCE WITH CODE SECTION 409A
Oxford intends that this Plan meet the requirements of Section 409A(a)(2), (3) and (4) of the
Code (and any successor provisions of the Code) and the regulations and other guidance issued
thereunder (the Requirements) and be operated in accordance with such Requirements so that
compensation deferred under this Plan (and applicable investment earnings) shall not be included in
income under Section 409A of the Code. Any ambiguities in this Plan shall be construed to effect
the intent as described in this Article IX. If any provision of this Plan is found to be in
violation of the Requirements, then such provision shall be deemed to be modified or restricted to
the extent and in the manner necessary to render such provision in conformity with the
Requirements, or shall be deemed excised from this Plan, and this Plan shall be construed and
enforced to the maximum extent permitted
by the Requirements as if such provision had been
originally incorporated in this Plan as so modified or restricted, or as if such provision had not
originally been incorporated in this Plan, as the case may be.
ARTICLE X
MISCELLANEOUS
Section 10.1. Medium of Payment. All distributions under this Plan shall be
made in cash.
Section 10.2. Making and Revoking Elections and Designations. Any election
or designation or revised election or designation under this Plan shall be effective only when the
properly completed election or designation form is received by the Committee or its delegate before
the Eligible Employees death, subject to the rules set forth in this Plan.
Section 10.3. Statements. Oxford or its agent shall provide periodic statements to
the Eligible Employee to show his or her Account balance.
Section 10.4. Claims Procedure. Any claim for a benefit under this Plan
shall be filed and resolved in accordance with the claims procedure provided under the 401(k) Plan,
which procedure hereby incorporated in this Plan by reference, except that (a) the Committee of
this Plan shall be the entity with whom a claim for review should be filed under this Plan and (b)
the Committee has absolute discretion to resolve any claims under this Plan.
Section 10.5. Withholding. The Company may take whatever action that the
Company deems appropriate to satisfy applicable federal, state and local income tax withholding
requirements that the Company determines applicable under this Plan.
Section 10.6. No Liability. No Eligible Employee and no Beneficiary of an
Eligible Employee shall have the right to look to, or have any claim whatsoever against, any
officer, director, employee or agent of the Company in his or her individual capacity for the
distribution of any Account.
Section 10.7. Nonalienation of Benefits. No benefit or payment under this
Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, levy or charge, and any attempt so to anticipate, alienate, sell, transfer,
assign, pledge, encumber, levy upon or charge the same shall be void.
Notwithstanding this statement, if an Eligible Employee is indebted to the Company at any time
when payments are required to be made under the provisions of this Plan, the Company shall have the
right to reduce the amount of payments remaining to be made to the Eligible Employee or his or her
Beneficiary under the Plan to the extent of such indebtedness. An election by the Company not to
reduce such payment shall not constitute a waiver of its claim for such indebtedness.
Section 10.8. Plan Administration. The Committee shall be the administrator
of this Plan, and the Committee has the exclusive responsibility and complete discretionary
authority to control the operation, management and administration of this Plan, with all powers
necessary to enable it properly to carry out those responsibilities, including (but not limited to)
the power to construe this Plan, to determine eligibility for benefits, to settle disputed claims
and to resolve all administrative, interpretive, operational, equitable and other questions that
arise under this Plan. The decisions of the Committee on all matters within the scope of its
authority shall be final and binding. To the extent a discretionary power or responsibility under
this Plan is expressly assigned to a person by the Committee, that person
will have complete
discretionary authority to carry out that power or responsibility and that persons decisions on
all matters within the scope of that persons authority will be final and binding.
Section 10.9. Construction. This Plan shall be construed in accordance with the
laws of the State of Georgia. Headings and subheadings have been added only for convenience of
reference and shall have no substantive effect whatsoever. All references to the singular shall
include the plural and all references to the plural shall include the singular.
Section 10.10. No Contract of Employment. Nothing contained in this Plan
shall be construed as a contract of employment between the Company and an Eligible Employee, as a
right of any Eligible Employee to be continued in the employment of the Company, or as a limitation
of the right of the Company to discharge an Eligible Employee with or without cause.
Section 10.11. ERISA. Oxford intends that this Plan come within the various
exceptions and exemptions to ERISA for a plan maintained for a select group of management or
highly compensated employees as described in Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA.
Any ambiguities in this Plan shall be construed to affect the intent as described in this Section
10.11.
Section 10.12. Amendment and Termination. The Nominating, Compensation and
Governance Committee of the Board shall have the right to amend this Plan from time to time and to
terminate this Plan at any time; provided, however, that (a) the balance credited to each Account
immediately after any such amendment or termination shall be no less than the balance credited to
such Account immediately before such amendment or termination (as adjusted for phantom investment
fund performance), (b) the Nominating, Compensation and Governance Committee may not accelerate the
distribution of Account balances under this Plan upon termination, except to the extent permissible
under Section 409A of the Code and the regulations thereunder, and (c) except to conform to the
requirements of Section 409A of the Code, no amendment or termination shall adversely affect an
Eligible Employees right to the distribution of his or her Account or his or her Beneficiarys
right to the distribution of such Account.
Section 10.13. Pre-2005 Oxford Plan.
(a) Pre-2005 Deferrals. The Pre-2005 Oxford Plan and any liabilities thereunder
hereby are a part of this Plan effective as of January 1, 2006. Any amounts deferred before
January 1, 2005 under the Pre-2005 Oxford Plan (as determined in accordance with Section 409A of
the Code and the regulations thereunder) shall be governed by the terms of the Pre-2005 Oxford
Plan, which is attached to this Plan as Exhibit A. Nothing herein is intended to give any
additional benefits to or enhance the benefits of a participant in the Pre-2005 Oxford Plan and it
is intended that amounts deferred under that plan (and any earnings on such amounts) are not
subject to Section 409A of the Code. There shall be no further deferrals under the terms of the
Pre-2005 Oxford Plan after December 31, 2004.
(b) Post-2004 and Pre-2006 Deferrals. The Pre-2005 Oxford Plan is amended to comply
with Section 409A of the Code in the form of the addendum attached to this Plan as Exhibit B with
respect to amounts deferred in taxable years beginning after December 31, 2004 and before January
1, 2006.
Section 10.14. Tommy Bahama Plan.
(a) Pre-2005 Deferrals. The Tommy Bahama Plan and any liabilities thereunder hereby
are a part of this Plan effective as of January 1, 2006. Any amounts deferred before January 1,
2005 under the Tommy Bahama Plan (as determined in accordance with Section 409A of the Code and the
regulations thereunder) shall be governed by the terms of the Tommy Bahama Plan, which is attached
to this Plan as Exhibit C. Nothing herein is intended to give any additional benefits to or
enhance the benefits of a participant in the Tommy Bahama Plan and it is intended that amounts
deferred under that plan (and any earnings on such amounts) are not subject to Section 409A of the
Code. There shall be no further deferrals under the terms of the Tommy Bahama Plan after December
31, 2004.
(b) Post-2004 and Pre-2006 Deferrals. The Tommy Bahama Plan is amended to comply with
Section 409A of the Code in the form of the addendum attached to this Plan as Exhibit D with
respect to amounts deferred in taxable years beginning after December 31, 2004 and before January
1, 2006. Each Deferred Compensation Account maintained under the Tommy Bahama Plan for a person
who is an active Employee on January 1, 2006 shall be fully vested as of January 1, 2006.
IN WITNESS WHEREOF, Oxford Industries, Inc. has caused this Plan document to be executed this
___ day of , 2005.
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ATTEST:
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OXFORD INDUSTRIES, INC. |
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By:
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By: |
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EXHIBIT A
OXFORD INDUSTRIES, INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN
OXFORD INDUSTRIES, INC.
NON-QUALIFIED DEFERRED COMPENSATION PLAN
ARTICLE I PURPOSE; EFFECTIVE DATE
1.1. |
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Purpose. The purpose of this Oxford Industries, Inc. Non-Qualified Deferred
Compensation Plan (the Plan) is to permit a select group of management and highly
compensated employees of Oxford Industries, Inc. and its subsidiaries (the Company) to defer
the receipt of income which would otherwise become payable to them. It is intended that this
Plan, by providing this deferral opportunity, will assist the Company in attracting and
retaining individuals of exceptional ability. |
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1.2. |
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Effective Date. The Plan shall be effective as of January 1, 2001. |
ARTICLE II DEFINITIONS
For the purpose of this Plan, the following terms shall have the meanings indicated unless the
context clearly indicates otherwise:
2.1. |
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Account(s). Account(s) means the account or accounts maintained on the books of
the Company used solely to calculate the amount payable to each Participant under this Plan
and shall not constitute a separate fund or assets. The Accounts available for each
Participant shall be identified as: |
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a) |
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Retirement Account and/or, |
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b) |
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Up to two In-Service Accounts. |
2.2. |
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Beneficiary. Beneficiary means the person, persons or entity, as designated by the
Participant, entitled under Article VI to receive any Plan benefits payable after the
Participants death. |
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2.3. |
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Board. Board means the Board of Directors of the Company. |
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2.4. |
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Change in Control. A Change in Control shall occur if: |
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a) |
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Any person or group (within the meaning of Sections 13(d) and 14(d)(2) of
the Securities Exchange Act of 1934, as amended) becomes the beneficial owner (as
defined in Rule 13-d under such Act) of more than fifty (50%) of the then outstanding
voting stock of the Company, other than through a transaction arranged by, or
consummated with the prior approval of, the Board; or |
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b) |
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During any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board (and any new Director whose election by
the Board or whose nomination for election by the stockholders of the Company was
approved by a vote of at least two-thirds (2/3) of the Directors at the beginning of
such period or whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority thereof; or |
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c) |
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The shareholders of Company approve a merger or consolidation of Company with
any other corporation, other than a merger or consolidation which would result in the
voting |
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securities of a Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than eighty percent (80%) of the combined
voting power of the voting securities of Company or such surviving entity
outstanding immediately after such merger or consolidation; or |
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d) |
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The shareholders of Company approve a plan of complete liquidation of Company
or an agreement for the sale or disposition by Company of all or substantially all of
the Companys assets. |
2.5. |
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Committee. Committee means the Committee appointed by the Board to administer the
Plan pursuant to Article VII. |
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2.6. |
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Company. Company means Oxford Industries, Inc., a Georgia corporation, and any
directly or indirectly affiliated subsidiary corporations, any other affiliate which is
designated by the Board, or any successor to the business thereof. |
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2.7. |
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Compensation. Compensation means the base salary, commissions and/or bonus
compensation payable to a Participant with respect to employment services performed for the
Company by the Participant and Company matching contributions that would otherwise be included
in wages for purposes of federal income tax withholding. For purposes of this Plan,
Compensation shall be calculated before reduction for any amounts deferred by the Participant
pursuant to the Companys tax qualified plans which may be maintained under Section 401(k) or
Section 125 of the Internal Revenue Code of 1986, as amended, (the Code), or pursuant to
this Plan or any other non-qualified plan which permits the voluntary deferral of
compensation. Inclusion of any other forms of compensation is subject to Committee Approval. |
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2.8. |
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Deferral Commitment. Deferral Commitment means a commitment made by a Participant
and accepted by the Committee to defer a portion of Compensation paid to or earned such
Participant during a specified Deferral Period. The Deferral Commitment shall apply to each
payment of salary and/or bonus, as applicable, earned by or payable to a Participant for a
given Deferral Period, and shall specify the Account or Accounts to which such deferrals shall
be credited. Such designation shall be made in whole percentages and shall be made in a form
acceptable to the Committee. Once made, a Deferral Commitment shall, except as otherwise
provided herein, be irrevocable by the Participant for the Deferral Period to which it
applies. |
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2.9. |
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Deferral Period. Deferral Period means a calendar year to which a Deferral
Commitment applies. |
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2.10. |
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Determination Date. Determination Date means the last business day of each
calendar month. |
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2.11. |
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Disability. Disability means a physical or mental condition that prevents the
Participant from satisfactorily performing the Participants duties for Company. The
Committee shall, in its sole discretion, determine the existence of Disability and may rely on
such evidence of disability as it deems appropriate, including a determination of disability
under the Companys long-term disability plan or advice from a medical examiner satisfactory
to the Committee. |
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2.12. |
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Discretionary Contribution. Discretionary Contribution means the Company
contribution credited to a Participants Account(s) under Section 4.5, below. |
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2.13. |
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Distribution Election. Distribution Election means the form prescribed by the
Committee and completed by the Participant, indicating the chosen form of payment for benefits
payable from each |
Account under this Plan, as elected by the Participant.
2.14. |
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Financial Hardship. Financial Hardship means a severe, unexpected and
unforeseeable financial hardship of the Participant resulting from a Disability of the
Participant, a sudden and unexpected illness or accident of the Participant or of a dependent
of the Participant, uninsured loss of the Participants property due to casualty, or other
similar extraordinary and unforeseeable circumstance arising as a result of events beyond the
control of the Participant. Financial Hardship shall be determined based upon such standards
as are, from time to time, established by the Committee, and such determination shall be in
the sole discretion of the Committee. |
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2.15. |
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401(k) Plan. 401(k) Plan means the Oxford Industries, Inc. Retirement Savings
Plan, or any other successor defined contribution plan maintained by the Company that
qualifies under Section 401(a) of the Code and satisfies the requirements of Section 401(k) of
the Code. |
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2.16. |
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Investment Option. Investment Option means one or more of the independently
established funds or indices that are identified and listed by the Committee. These
Investment Options are used solely to calculate the investment gains or losses that are
credited to each Participants Account(s) in accordance with Article IV. The determination of
the investment gains or losses attributable to the performance of each Investment Option shall
be made by the Committee in its reasonable discretion. The Committee shall select and provide
a list of the various Investment Options available to the Participants with respect to this
Plan; provided, that the Committee may amend such list from time to time in its sole
discretion. |
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2.17. |
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Matching Contribution. Matching Contribution means the Company contribution
credited to a Participants Account(s) under Section 4.4, below. |
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2.18. |
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Participant. Participant means any employee who is eligible pursuant to Section
3.1 to participate in this Plan and who has elected to defer Compensation under this Plan in
accordance with Article III. Such employee shall remain a Participant in this Plan for the
period of deferral and until such time as all benefits payable under this Plan have been paid
in accordance with the provisions hereof. |
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2.19. |
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Plan. Plan means this Oxford Industries, Inc. Non-Qualified Deferred Compensation
Plan, as amended from time to time. |
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2.20. |
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Retirement. Retirement means the termination of employment with the Company of
the Participant on or after attaining age 65 or on or after attaining age 55 with at least 7
Years of Service, or a termination of employment that has received the approval by the
Committee as qualifying as a Retirement under this Plan. |
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2.21. |
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Years of Service. Years of Service shall have the meaning provided for such term
for purposes of vesting under the 401(k) Plan, whether or not the Participant is a participant
in such plan. |
ARTICLE III ELIGIBILITY AND PARTICIPATION
3.1. |
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Eligibility and Participation. |
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a) |
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Eligibility. Eligibility to participate in the Plan for a Deferral
Period shall be limited to a select group of management or highly compensated employees
of the Company designated by management, from time to time, and approved by the
Committee. |
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b) |
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Participation. An employees participation in the Plan for a Deferral
Period shall be effective upon notification to the employee by the Committee of
eligibility to participate, completion and submission of a Deferral Commitment,
Distribution Election Form and Investment Allocation Form to the Committee no later
than the deadline established by the Committee, and the acceptance by the Committee of
such forms. |
3.2. |
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Form of Deferral. A Deferral Commitment shall be made with respect to each payment of
salary, commissions and/or bonus earned by or payable to a Participant during the Deferral
Period, and shall designate the portion of each deferral that shall be allocated among the
various Accounts. The Participant shall set forth the amount to be deferred as a full
percentage of salary, commission and/or bonus. In addition, the Participant shall specify in
a separate form (known as the Investment Allocation Form) filed with the Committee, the
Participants initial allocation of the amounts deferred into each Account among the various
available Investment Options. |
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3.3. |
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Limitations on Deferral Commitments. The maximum percentage of each payment of base
salary and commissions that may be deferred during a Deferral Period shall be fifty percent
(50%), and the maximum percentage of bonus compensation that may be deferred during the
Deferral Period shall be one hundred percent (100%). The Committee may set such additional
limitations for a Deferral Period, as it determines in its sole discretion, once it has
reviewed the participation level for such Deferral Period. |
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3.4. |
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Commitment Limited by Termination. If a Participant terminates employment with
Company prior to the end of a Deferral Period, the Deferral Commitment in effect for such
Deferral Period shall be revoked as of the date of such termination. |
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3.5. |
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Modification of Deferral Commitment. Except as provided in Sections 3.4 and 5.5, a
Deferral Commitment for a Deferral Period shall be irrevocable by the Participant during such
Deferral Period. |
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3.6. |
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Change in Employment Status. If the Committee, in its sole discretion, determines
that the Participant no longer qualifies as a member of a select group of management or highly
compensated employees, as determined in accordance with the Employee Retirement Income
Security Act of 1974, as amended, the Committee may, in its sole discretion, terminate any
Deferral Commitment currently in effect, prohibit the Participant from making any future
Deferral Commitments and/or distribute the Participants Account Balances in accordance with
Article V of this Plan as if the Participant had terminated employment with the Company as of
that time. |
ARTICLE IV DEFERRED COMPENSATION ACCOUNT
4.1. |
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Accounts. The Compensation deferred by a Participant under the Plan, any Matching
Contributions deferred under the Plan, Discretionary Contributions and Earnings shall be
credited to the Participants Account(s). The Participant shall designate the portion of each
deferral that will be credited to each Account as set forth in Section 3.2(a). These Accounts
shall be used solely to calculate the amount payable to each Participant under this Plan and
shall not constitute a separate fund of assets. |
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4.2. |
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Timing of Credits; Withholding. A Participants deferred Compensation shall be
credited to each Account designated by the Participant on the last business day of the month
during which the |
compensation deferred would have otherwise been payable to the Participant. Any Matching
Contributions shall be credited to each Account on the last business day of the month during
which the deferred Compensation to which the Matching Contributions relates was credited to
each Account. Any Discretionary Contributions shall be credited to the appropriate
Account(s) as provided by the Committee. Any withholding of taxes or other amounts with
respect to deferred Compensation that is required by local, state or federal law shall be
withheld from the Participants corresponding non-deferred portion of the Compensation to
the maximum extent possible, and any remaining amount shall reduce the amount credited to
the Participants Account in a manner specified by the Committee.
4.3. |
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Investment Options. A Participant shall designate, at a time and in a manner
acceptable to the Committee, one or more Investment Options for each Account to be used for
the sole purpose of determining the amount of Earnings to be credited or debited to such
Account. Such election shall designate the portion of each deferral of Compensation made into
each Account that shall be allocated among the available Investment Option(s), and such
election shall apply to each succeeding deferral of Compensation until such time as the
Participant shall file a new election with the Committee. Upon notice to the Committee, the
Participant may also reallocate the balance in each Investment Option among the other
available Investment Options as of the next succeeding Determination Date, but in no event
shall such re-allocation occur more frequently than monthly. |
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4.4. |
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Matching Contributions. The Company shall credit the portion elected by the
Participant of the Companys total Matching Contribution on behalf of the Participant to the
Account designated by the Participant. |
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4.5. |
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Discretionary Contributions. The Company may make Discretionary Contributions to a
Participants Account. Discretionary Contributions shall be credited and shall become vested
at such times and in such amounts as recommended by the Committee and approved by the
Compensation Committee of the Board, or the Board, in its sole discretion. Unless the
Committee specifies otherwise, such Discretionary Contribution shall be allocated among the
various Accounts in the same proportion as set forth in section 4.1. |
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4.6. |
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Determination of Accounts. Each Participants Account as of each Determination Date
shall consist of the balance of the Account as of the immediately preceding Determination
Date, adjusted as follows: |
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a) |
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New Deferrals. Each Account shall be increased by any deferrals
credited since the prior Determination Date. |
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b) |
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Company Contributions. Each Account shall be increased by any Matching
and/or Discretionary Contributions credited since the prior Determination Date. |
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c) |
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Distributions. Each Account shall be reduced by the amount of each
benefit payment made from that Account since the prior Determination Date.
Distributions shall be deemed to have been made proportionally from each of the
Investment Options maintained within such Account based on the proportion that such
Investment Option bears to the sum of all Investment Options maintained within such
Account for that Participant as of the Determination Date immediately preceding the
date of payment. |
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d) |
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Earnings. Each Account shall be increased or decreased by the Earnings
credited to such Account since the prior Determination Date as though the balance of
that Account as of the |
beginning of the current month had been invested in the applicable Investment
Options chosen by the Participant.
4.7. |
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Vesting of Accounts. Each Participant shall be vested in the amounts credited to
such Participants Account and Earnings thereon as follows: |
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a) |
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Amounts Deferred. A Participant shall be one hundred percent (100%)
vested at all times in the Participants deferrals of salary, commission and/or bonus
and the Earnings thereon. |
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b) |
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Matching Contributions. A Participant shall be one hundred percent
(100%) vested at all times in the Matching Contributions made under the Plan and the
Earnings thereon. |
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c) |
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Discretionary Contributions. A Participants Discretionary
Contributions and Earnings thereon shall become vested as determined by the Committee
and as approved by the Compensation Committee of the Board, or the Board. |
4.8. |
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Statement of Accounts. Each Participant shall receive a statement showing the
balances in the Participants Account on a quarterly basis. |
ARTICLE V PLAN BENEFITS
5.1. |
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Retirement Account. The vested portion of a Participants Retirement Account shall
be distributed to the Participant upon the Participants termination of employment with the
Company. Benefits under this section shall be payable the January following termination of
employment, but no sooner than thirty (30) days following termination. The form of benefit
payment shall be that form selected by the Participant pursuant to Section 5.6 unless the
Participant terminates employment prior to Retirement, in which event, the Retirement Account
shall be paid in the form of a lump sum payment unless the Committee determines, upon written
request, to allow the payment to be made in the form designation on the Distribution Election
Form. |
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5.2. |
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In-Service Account. The vested portion of a Participants In-Service Account shall be
distributed to the Participant upon the date chosen by the Participant in the Distribution
Election Form, but in no event shall the date specified for commencement of payment be earlier
than five (5) years from the beginning of the first Deferral Period during which the
Participant elected compensation to be deferred into that Account. The form of benefit
payment shall be that form selected by the Participant pursuant to Section 5.7. However, if
the Participant terminates employment with the Company prior to the date so chosen by the
Participant, the vested portion of the In-Service Account shall be added to the Retirement
Account as of the date of termination of service and shall be paid in accordance with the
provisions of Section 5.1. |
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5.3. |
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Death Benefit. Upon the death of a Participant, Company shall pay to the
Participants Beneficiary an amount equal to the remaining unpaid and vested Account balance
in each Account in the form of a lump sum payment. |
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5.4. |
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Hardship Distributions. Upon a finding that a Participant has suffered a Financial
Hardship, the Committee may, in its sole discretion, amend the existing Deferral Commitment,
or make distributions from any or all of the Participants Accounts. The amount of such
distribution shall be limited to the amount reasonably necessary to meet the Participants
needs resulting from the Financial Hardship plus applicable taxes, and shall not exceed the
Participants vested Account |
balances. If payment is made from any or all of the Participants accounts due to Financial
Hardship, the Participants deferrals under this Plan shall cease for the remainder of the
current Deferral Period and the next subsequent Deferral Period.
5.5. |
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Withdrawal with Penalty. The Participant may elect, in the sole discretion of the
Participant, to withdraw from participation in this Plan, and to cause the total vested
portion of the Participants Account balances to be distributed in accordance with this
Article V as if the Participant had terminated service with the Company as of the time of such
election, except that such Account balances shall be reduced by a penalty of ten percent (10%)
of such Account Balances. The Participants account balances, less the 10% penalty, shall be
paid to the Participant or the Participants Beneficiary as soon as administratively practical
in the form of a lump sum payment. The Participant, or the Participants Beneficiary, may
file such an election at any time prior to the complete payment of benefits due under this
Plan. Upon the filing of this election, any Deferral Commitment for the current Deferral
Period shall be terminated and the Participant shall be prohibited from participating in this
Plan for the next subsequent Deferral Period. |
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5.6. |
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Form of Payment. Unless otherwise specified in paragraphs 5.1, 5.2, 5.3, or 5.5, the
benefits payable from any Account under this Plan shall be paid in the form of benefit as
provided below, and as specified by the Participant in the Distribution Election, which
election shall be irrevocable once made. The permitted forms of benefit payments are: |
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a) |
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A lump sum amount which is equal to the vested Account balance; |
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b) |
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In the event of distributions from the Retirement Account, annual installments
for a period of five (5), ten (10) or fifteen (15) years where the annual payment shall
be equal to the balance of the Account immediately prior to the payment, multiplied by
a fraction, the numerator of which is one (1) and the denominator of which commences at
the number of annual payment initially chosen and is reduced by one (1) in each
succeeding year. Earnings on the unpaid balance shall be based on the most recent
allocation among the available Investment Options chosen by the Participant, made in
accordance with Section 4.3; |
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c) |
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In the event of distributions from the In-Service Account, annual installments
for a period up to five (5) where the annual payment shall be equal to the balance of
the Account immediately prior to the payment, multiplied by a fraction, the numerator
of which is one (1) and the denominator of which commences at the number of annual
payment initially chosen and is reduced by one (1) in each succeeding year. Earnings
on the unpaid balance shall be based on the most recent allocation among the available
Investment Options chosen by the Participant, made in accordance with Section 4.3; and, |
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d) |
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Any other form of payment requested by the Participant and approved by the
Committee. |
5.7. |
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Small Account. Except as otherwise determined by the Committee, if the total of a
Participants vested, unpaid Account balances as of the Participants Retirement is less than
$25,000, the remaining unpaid, vested Account(s) shall be paid in a lump sum, notwithstanding
any election by the Participant to the contrary. |
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5.8. |
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Withholding; Payroll Taxes. The Company shall withhold from any payment made
pursuant to this Plan any taxes required to be withheld from such payments under local, state
or federal law. |
5.9. |
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Payment to Guardian. If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of the property, the
Committee may direct payment to the guardian, legal representative or person having the care
and custody of such minor, incompetent or person. The Committee may require proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate prior to
distribution. Such distribution shall completely discharge the Committee and Company from all
liability with respect to such benefit. |
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5.10. |
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Effect of Payment. The full payment of the applicable benefit under this Article V
shall completely discharge all obligations on the part of the Company to the Participant (and
the Participants Beneficiary) with respect to the operation of this Plan, and the
Participants (and Participants Beneficiarys) rights under this Plan shall terminate. |
ARTICLE VI BENEFICIARY DESIGNATION
6.1. |
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Beneficiary Designation. Each Participant shall have the right, at any time, to
designate one (1) or more persons or entities as Beneficiary (both primary as well as
secondary) to whom benefits under this Plan shall be paid in the event of Participants death
prior to complete distribution of the Participants vested Account balance. Each Beneficiary
designation shall be in a written form prescribed by the Committee and shall be effective only
when filed with the Committee during the Participants lifetime. |
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6.2. |
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Changing Beneficiary. Any Beneficiary designation may be changed by the filing of a
new Beneficiary designation with the Committee. |
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6.3. |
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No Beneficiary Designation. If any Participant fails to designate a Beneficiary in
the manner provided above, if the designation is void, or if the Beneficiary designated by a
deceased Participant dies before the Participant or before complete distribution of the
Participants benefits, the Participants Beneficiary shall be the Participants estate. |
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6.4. |
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Effect of Payment. Payment to the Beneficiary shall completely discharge the
Companys obligations under this Plan. |
ARTICLE VII ADMINISTRATION
7.1. |
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Committee; Duties. This Plan shall be administered by the Committee, which shall
consist of not less than three (3) persons appointed by the Board, except after a Change in
Control as provided in Section 7.5. The Committee shall have the authority to make, amend,
interpret and enforce all appropriate rules and regulations for the administration of the Plan
and decide or resolve any and all questions, including interpretations of the Plan, as may
arise in such administration. A majority vote of the Committee members shall control any
decision. Members of the Committee may be Participants under this Plan. |
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7.2. |
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Agents. The Committee may, from time to time, employ agents and delegate to them
such administrative duties as it sees fit, and may from time to time consult with counsel who
may be counsel to the Company. |
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7.3. |
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Binding Effect of Decisions. The decision or action of the Committee with respect
to any question arising out of or in connection with the administration, interpretation and
application of the Plan and |
the rules and regulations promulgated hereunder and with respect to determining eligibility
to participate in the Plan, whether, when and in what amount benefits are payable under the
Plan, and any factual determinations shall made in the Committees sole discretion and shall
be final, conclusive and binding upon all persons.
7.4. |
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Indemnity of Committee. The Company shall indemnify and hold harmless the members
of the Committee against any and all claims, loss, damage, expense or liability arising from
any action or failure to act with respect to this Plan on account of such members service on
the Committee, except in the case of gross negligence or willful misconduct. |
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7.5. |
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Election of Committee After Change in Control. After a Change in Control, vacancies
on the Committee shall be filled by majority vote of the remaining Committee members and
Committee members may be removed only by such a vote. If no Committee members remain, a new
Committee shall be elected by majority vote of the Participants in the Plan immediately
preceding such Change in control. No amendment shall be made to Article VII or other Plan
provisions regarding Committee authority with respect to the Plan without prior approval by
the Committee. |
ARTICLE VIII CLAIMS PROCEDURE
8.1. |
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Claim. Any person or entity claiming a benefit, requesting an interpretation or
ruling under the Plan (hereinafter referred to as Claimant), or requesting information under
the Plan shall present the request in writing to the Committee, which shall respond in writing
as soon as practicable. |
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8.2. |
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Denial of Claim. If the claim or request is denied, the written notice of denial
shall state: |
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a) |
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The reasons for denial, with specific reference to the Plan provisions on which
the denial is based; |
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b) |
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A description of any additional material or information required and an
explanation of why it is necessary; and |
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c) |
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An explanation of the Plans claim review procedure. |
8.3. |
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Review of Claim. Any Claimant whose claim or request is denied or who has not
received a response within sixty (60) days may request a review by notice given in writing to
the Committee within sixty (60) days following such denial or lack of response. The claim or
request shall be reviewed by the Committee. |
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8.4. |
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Final Decision. The decision on review shall normally be made within sixty (60) days
after the Committees receipt of claimants claim or request. If an extension of time is
required for a hearing or other special circumstances, the Claimant shall be notified and the
time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall
state the reasons and the relevant Plan provisions. All decisions on review shall be made in
the Committees sole discretion and shall be final and binding on all parties. |
ARTICLE IX AMENDMENT AND TERMINATION OF PLAN
9.1. |
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Amendment. The Board may at any time amend the Plan by written instrument, notice
of which is |
given to all Participants and to Beneficiaries receiving installment payments, subject to
the following; provided, that no amendment shall reduce the amount accrued in any Account as
of the date such notice of the amendment is given.
9.2. |
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Companys Right to Terminate. The Board may at any time partially or completely
terminate the Plan, as it determines in its sole discretion. |
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a) |
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Partial Termination. The Board may partially terminate the Plan by
instructing the Committee not to accept Deferral Commitments for future Deferral
Periods. If such a partial termination occurs, the Plan shall continue to operate and
be effective with regard to Deferral Commitments entered into prior to the effective
date of such partial termination. |
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b) |
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Complete Termination. The Board may completely terminate the Plan by
instructing the Committee not to accept Deferral Commitments for future Deferral
Periods, and by terminating all current Deferral Commitments. In the event of complete
termination, the Plan shall cease to operate and Company shall distribute each Account
to the appropriate Participant. Payment shall be made as a lump sum. |
ARTICLE X MISCELLANEOUS
10.1. |
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Unfunded Plan. This plan is an unfunded plan maintained primarily to provide
deferred compensation benefits for a select group of management or highly-compensated
employees within the meaning of the Employee Retirement Income Security Act of 1974, as
amended (ERISA), and therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I
of ERISA. Accordingly, the Board may take such actions as it, in its sole discretion, deems
appropriate if it is determined by the United States Department of Labor, a court of competent
jurisdiction, or an opinion of counsel that the Plan constitutes an employee pension benefit
plan within the meaning of Section 3 (2) of ERISA (as currently in effect or hereafter
amended) which is not so exempt. |
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10.2. |
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Unsecured General Creditor. Notwithstanding any other provision of this Plan,
Participants and Participants Beneficiary shall be unsecured general creditors, with no
secured or preferential rights to any assets of Company or any other party for payment of
benefits under this Plan. Any property held by Company for the purpose of generating the cash
flow for benefit payments shall remain its general, unpledged and unrestricted assets.
Companys obligation under the Plan shall be an unfunded and unsecured promise to pay money in
the future. |
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10.3. |
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Trust Fund. Company shall be responsible for the payment of all benefits provided
under the Plan. At its discretion, Company may establish one (1) or more trusts, with such
trustees as the Board may approve, for the purpose of assisting in the payment of such
benefits. Although such a trust shall be irrevocable, its assets shall be held for payment of
all Companys general creditors in the event of insolvency. To the extent any benefits
provided under the Plan are paid from any such trust, Company shall have no further obligation
to pay them. If not paid from the trust, such benefits shall remain the obligation of
Company. |
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10.4. |
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Nonassignability. Neither a Participant nor any other person shall have any right
to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, which are, and all rights to which are, expressly declared to
be unassignable and non-transferable. No part of the amounts payable shall, prior to actual
payment, be subject to seizure or sequestration for the |
payment of any debts, judgements, alimony or separate maintenance owed by a Participant or
any other person, nor be transferable by operation of law in the event of a Participants or
any other persons bankruptcy or insolvency.
10.5. |
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Not a Contract of Employment. This Plan shall not constitute a contract of
employment between Company and the Participant. Nothing in this Plan shall give a Participant
the right to be retained in the service of Company or to interfere with the right of the
Company to discipline or discharge a Participant at any time. |
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10.6. |
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Protective Provisions. A Participant shall cooperate with Company by furnishing
any and all information requested by Company in order to facilitate the payment of benefits
hereunder and by taking such action as may be requested by Company. |
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10.7. |
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Governing Law. The provisions of this Plan shall be construed and interpreted
according to the laws of the State of Georgia, except as preempted by federal law. |
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10.8. |
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Validity. If any provision of this Plan shall be held illegal or invalid for any
reason, said illegality or invalidity shall not affect the remaining parts hereof, but this
Plan shall be construed and enforced as if such illegal and invalid provision had never been
inserted herein. |
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10.9. |
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Notice. Any notice required or permitted under the Plan shall be sufficient if in
writing and hand delivered or sent by registered or certified mail. Such notice shall be
deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown
on the postmark on the receipt for registration or certification. Mailed notice to the
Committee shall be directed to the companys primary business address. Mailed notice to a
Participant or Beneficiary shall be directed to the individuals last known address in
companys records |
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10.10. |
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Successors. The provisions of this Plan shall bind and inure to the benefit of
Company and its successors and assigns. The term successors as used herein shall include any
corporate or other business entity which shall, whether by merger, consolidation, purchase or
otherwise acquire all or substantially all of the business and assets of Company, and
successors of any such corporation or other business entity. |
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OXFORD INDUSTRIES, INC. |
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By: |
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Title: |
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EXHIBIT B
PRE-2005 OXFORD PLAN
SPECIAL RULES APPLICABLE TO 2005 COMPENSATION
Notwithstanding any other provision of the Pre-2005 Oxford Plan to the contrary, the
provisions of this Exhibit B shall supersede all inconsistent provisions of the Pre-2005 Oxford
Plan with respect to amounts deferred in taxable years beginning after December 31, 2004 and before
January 1, 2006 (and earnings on such amounts). All other provisions of the Pre-2005 Oxford Plan
shall apply with respect to such deferrals to the extent not inconsistent with the provisions of
this Exhibit B or Section 409A of the Code, as determined by the Plan Administrator in its sole and
absolute discretion. This Exhibit B is intended to (a) satisfy the requirements of Section
409A(a)(2), (3) and (4) of the Code for deferrals made after December 31, 2004 and before January
1, 2006 and (b) not constitute a material modification of the Pre-2005 Oxford Plan with respect to
amounts deferred before January 1, 2005.
1. Account(s). A separate bookkeeping account shall be established to account for
deferrals made in taxable years beginning after December 31, 2004 and before January 1, 2006 and
any earnings on such deferrals. The portion of any Account that was not fully vested on December
31, 2004 shall be treated as a deferral made in taxable years beginning after December 31, 2004.
2. Participation. A Deferral Commitment shall only apply to defer a portion of
Compensation consisting of base salary, commissions and/or bonus compensation earned by a
Participant during the Deferral Period. The deadline for completion and submission of a Deferral
Commitment and Distribution Election Form is December 31, 2004.
3. Change in Employment Status. The provisions of Section 3.6 of the Pre-2005 Oxford
Plan shall not apply.
4. Hardship Distributions. The provisions of Sections 2.14 and 5.4 of the Pre-2005
Oxford Plan shall not apply, and Section 7.2(d) of the Plan shall apply as if incorporated in the
Pre-2005 Oxford Plan.
5. Distribution of Retirement Account. In order for a termination of employment with
the Company to trigger a distribution, the termination of employment must qualify as a separation
from service within the meaning of Section 409A of the Code and the regulations thereunder.
Distribution upon termination of employment will be made in the form selected by the Participant,
unless the Participant terminates employment prior to Retirement, in which case the Retirement
Account shall be paid in the form of a lump sum payment, with no Committee discretion to pay in
another form. A distribution made as a result of the Participants termination of employment
(whether prior to or upon Retirement) will commence on the first regularly scheduled pay date that
coincides with or immediately follows the first day of the calendar month that is 6 months from the
date the Participant terminates employment.
6. In-Service Account. A Participant may revise an in-service distribution election
to change the time of distribution; provided, however, that (1) the revision will not take effect
until 12 months after the date it is made, (2) the revision must be made at least 12 months before
the in-service
distribution otherwise would commence, and (3) the in-service distribution will be deferred for at
least 5 years from the date the in-service distribution would have commenced in the absence of the
revision.
7. Death. If distribution is made as a result of the Participants death under
Section 5.3 of the Pre-2005 Oxford Plan, distribution will commence on the first regularly
scheduled pay date that coincides with or immediately follows the first day of the calendar quarter
immediately following the quarter in which his or her death occurred.
8. Withdrawal with Penalty. The provisions of Section 5.5 of the Pre-2005 Oxford Plan
shall not apply.
9. Delay of Payments Under Certain Circumstances. Section 7.2(e) of the Plan shall
apply as if incorporated in the Pre-2005 Oxford Plan.
10. Amendment and Complete Termination. The provisions of Sections 9.1 and
9.2(b) of the Pre-2005 Oxford Plan shall not apply, and Section 10.12 of the Plan shall apply as if
incorporated in the Pre-2005 Oxford Plan.
NONQUALIFIED DEFERRED COMPENSATION PLAN
SECTION 1
Definitions
1.1. Affiliate. Affiliate means any corporation, partnership, joint venture, association
or similar organization or entity that is required to be aggregated with the Company pursuant to
Code Sections 414(b), (c), or (m).
1.2.
Code. Code means the Internal Revenue Code of 1986, as amended from time to time
Any reference to a section of the Code includes any comparable section or sections of any future
legislation that amends, supplements or supersedes that section.
1.3.
Company. Company means Viewpoint International, Inc. located at
1071 Avenue of the Americas, NY, NY 10018, employer tax identification
number 13-3676108 Which Company has established the Plan, as set forth herein
1.4.
Compensation. Compensation means (select one
option):
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Option 1.
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Total taxable salary, bonuses and commissions paid to a Participant by the
Employer (determined without regard to any amounts in the Participants Deferred
Compensation Account). |
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Option 2.
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Total taxable salary and commissions of the Participant paid or
accrued by the Employer, but not including the value of any
bonuses, stock options, stock appreciation rights (determined
without regard to any amounts in the Participants Deferred
Compensation Account). |
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Option 3.
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Other |
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1
1.5. Deferred Compensation Account. Deferred Compensation Account means the
book-keeping account maintained under the Plan in the Participants name to reflect amounts
deferred under the Plan pursuant to Section 3 (as adjusted under Section 4) and (if elected by the
Company) any Employer Discretionary Contributions made on behalf of the Participant (as adjusted
under Section 4)
1.6. Deferral Election. Deferral Election means a written notice filed by the
Participant with the Employer specifying the Compensation or bonus to be deferred by the
Participant.
1.7. Distribution Date. Distribution Date means the date a Participant terminates
employment or association with the Employers for whatever reason, unless such termination of
employment is for Good Cause.
1.8. Early Retirement Date. Early Retirement Date means (select one
option):
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o The
date the Participant attains
years of age. |
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þ The date the Participant attains 55 years of age and has been
employed by the Company or its Affiliates for at least 10
years. |
1.9.
Effective Date. Effective Date means July 20,
2001.
1.10. Employee. Employee means an employee of an Employer who meets the eligibility
criteria set forth in Subsection 3.1 of the Plan and who is a member of a select group of
management or highly compensated employees as defined under ERISA or
the regulations thereunder.
1.11. Employer. Employer means, individually, the Company and each Affiliate of the
Company that adopts the Plan in accordance with Subsection 7.1. The Company and any Affiliates that
adopt the Plan are sometimes collectively referred to herein as the Employers.
2
1.12.
ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Any reference to a section of ERISA includes any comparable section or
sections of any future legislation that amends, supplements or
supersedes that section.
1.13.
Excess Contributions. Excess Contributions means contributions determined to be
excess contributions or excess deferrals (as such terms are defined in the regulations under
Section 401(k) of the Code) for the Plan Year under a plan maintained by an Employer that is
qualified under Sections 401(a) and 401(k) of the Code.
1.14.
Independent Contractor. Independent Contractor means an individual who is not a
common-law employee of an Employer but who receives payments from the Employer for services
rendered.
1.15.
Normal Retirement Date. Normal Retirement Date means (select one
option):
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o The date the Participant attains years of age. |
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þ The date the Participant attains 65 years of age and has been employed by the
Company or its Affiliates for at least 10 years. |
1.16.
Participant. Participant means an Employee or Independent Contractor who meets the
eligibility criteria set forth in Subsection 3.1 and who has made a Deferral Election in accordance
with the terms of the Plan.
1.17.
Plan. Plan means the provisions of the Plan, as set forth herein, including
the variable provisions selected and agreed to by the Company.
1.18.
Plan Administrator. The Plan Administrator means (select one option):
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o The Company. |
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o A committee of at least members appointed by the Company |
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þ The C.F.O. (insert title) of the Company. |
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o
Other
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3
1.19. Plan Year. Plan Year means the calendar year. However, if the Effective Date of
the Plan is other than January 1 of a year, the initial Plan Year shall be a short Plan Year,
beginning on the Effective Date and ending on the following December 31.
1.20. Unforeseeable Financial Emergency. Unforeseeable Financial Emergency means a
severe financial hardship of the Participant resulting from:
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A sudden and unexpected illness or accident of the Participant or
of a dependent of the Participant; |
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Loss of the Participants principal residence due to casualty; or |
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(c) |
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Such other similar extraordinary and unforeseeable circumstances
resulting from events beyond the control of the Participant. |
Whether a Participant has an Unforeseeable Financial Emergency shall be determined in the sole
discretion of the Plan Administrator.
1.21. Valuation Date. Valuation Date means (select one option):
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þ Any business day. |
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o The last day of any calendar month. |
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o The last day of any calendar quarter. |
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o The last day of the Plan Year. |
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o Other
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1.22. Other Definitions. In addition to the terms defined in this Section 1,
other terms are defined when first used in later Sections of this Plan.
4
SECTION 2
Purpose and Administration
2.1. Purpose. The Company has established the Plan primarily for the purpose of
providing deferred compensation to a select group of management or highly compensated employees of
the Employers. The Plan is intended to be a top-hat plan described in Section 201(2) of ERISA. If
elected by the Company under Subsection 3.1 of the Plan, Independent Contractors also may
participate in the Plan. The Company intends that the Plan (and each Trust under the Plan (as
described in Subsection 6.1)) shall be treated as unfunded for tax purposes and for purposes of
Title I of ERISA. An Employers obligations hereunder, if any, to a Participant (or to a
Participants beneficiary) shall be unsecured and shall be a mere promise by the Employer to make
payments hereunder in the future. A Participant (or the Participants beneficiary) shall be
treated as a general unsecured creditor of the Employer.
2.2. Administration. The Plan shall be administered by the Plan Administrator. The
Plan Administrator shall serve at the pleasure of the Companys Board of Directors and may be
removed by such Board, with or without cause. The Plan Administrator may resign upon prior written
notice to the Companys Board of Directors.
The Plan Administrator shall have the powers, rights, and duties set forth in the Plan and shall
have the power, in the Plan Administrators sole and absolute discretion, to determine all
questions arising under the Plan, including the determination of the rights of all persons with
respect to the Plan and to interpret the provisions of the Plan and remedy any ambiguities,
inconsistencies, or omissions Any decisions of the Plan Administrator shall be final and binding
on ail persons with respect to the Plan and the benefits provided under the Plan. The Plan
Administrator may delegate the Plan Administrators authority under the Plan to one or more
officers or directors of the Company; provided, however, that (a) such delegation must be in
writing, and (b) the officers or directors of the Company to whom the Plan Administrator is
delegating authority must accept such delegation in writing.
If a Participant is serving as the Plan Administrator (either individually or as a member of a
committee), the Participant may not decide or determine any matter or question concerning such
Participants benefits under the Plan that the Participant would not have the right to decide or
determine if the Participant were not serving as the Plan Administrator
5
SECTION
3
Eligibility, Participation, Deferral Elections,
and Employer Contributions
3.1.
Eligibility and Participation, Subject to the conditions and limitations of the
Plan, the following persons are eligible to participate in the Plan (select and complete
option(s)):
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þ
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All Employees with a rank of Manager (insert title) or above and with total
earnings of at least $85,000 per Plan Year |
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The following Employees of the Employers:
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(Attach a separate sheet if necessary) |
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The following Independent Contractors: |
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(Attach a separate sheet if necessary) |
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Any individuals specified above by an Employer may be changed by action of the Employer An Employee
or Independent Contractor shall become a Participant in the Plan upon the execution and filing with
the Plan Administrator of a written election to defer a portion of the Employees or Independent
Contractors Compensation. A Participant shall remain a Participant until the entire balance of the
Participants Deferred Compensation Account has been distributed.
6
3.2.
Rules for Deferral Elections. Any person identified in Subsection 3.1 may make
a Deferral Election to defer receipt of Compensation he or she otherwise would be entitled to
receive for a Plan Year in accordance with the rules set forth below:
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All Deferral Elections must be made in writing on the form
prescribed by the Plan Administrator and will be effective only when filed with the
Plan Administrator no later than the date specified by the Plan Administrator. In no
event may a Deferral Election be made later than the last day of the Plan Year
preceding the Plan Year in which the amount being deferred would otherwise be made
available to the Participant. However, in the case of a Participants initial year of
employment or association with an Employer, the Participant may make a Deferral
Election with respect to compensation for services to be performed subsequent to such
Deferral Election, provided such election is made no later than 30 days after the
date the Participant first becomes eligible for the Plan. Furthermore, in the case
of a short initial Plan Year, each Participant may make a Deferral Election with
respect to compensation for services to be performed subsequent to such Deferral
Election, provided such election is made no later than 30 days after the Effective
Date. |
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With respect to Plan Years following the Participants initial Plan
Year of participation in the Plan, failure to complete a subsequent Deferral Election
shall constitute a waiver of the Participants right to elect a different amount of
Compensation to be deferred for each such Plan Year and shall be considered an
affirmation and ratification to continue the Participants existing Deferral Election.
However, a Participant may, prior to the beginning of any Plan Year, elect to increase
or decrease the amount of Compensation to be deferred for the next following Plan Year
by filing another Deferral Election with the Plan Administrator in accordance with
paragraph (a) above. |
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A Deferral Election in effect for a Plan Year may not be modified during the
Plan Year, except that a Participant may terminate the Participants Deferral
Election during a Plan Year in the event of an Unforeseeable Financial Emergency. |
3.3.
Amounts Deferred. (select one option):
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Option 1. þ Deferral of a
Percentage of Compensation plus Bonus. |
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Commencing on the Effective Date, a Participant may elect to defer (a) up to 100% of the
Participants Compensation for a Plan Year and (b) up to 100% of the Participants
bonus for a Plan Year. The amount of Compensation and bonus deferred by a Participant shall
be credited to the Participants Deferred Compensation Account as of the Valuation Date
coincident with or immediately following the date such Compensation and bonus would, but for
the Participants Deferral Election, be payable to the
Participant. |
7
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Option 2. o Deferral of Bonus Only. |
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Commencing on the Effective Date, a Participant may elect to
defer up to
% of any bonus awarded to the Participant during a Plan Year. The amount of bonus
deferred by a Participant shall be credited to the Participants Deferred Compensation
Account as of the Valuation Date coincident with or immediately following such the date
such bonus would, but for the Participants Deferral Election, be payable to the
Participant. |
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Option 3. þ Deferral of Excess Contributions |
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Commencing on the Effective Date, a Participant may elect to defer an amount equal to the
Excess Contributions payable to the Participant during a Plan Year. Such amount shall be
credited to the Participants Deferred Compensation Account as of the Valuation Date
coincident with or immediately following the date such amount would, but for the
Participants Deferral Election, be payable to the Participant. |
3.4
Employer Discretionary Contributions. If selected by the Company below, an
Employer may, in its sole discretion, credit to the Deferred Compensation Account of any
Participant employed by that Employer an amount determined by the Employer in its sole discretion
(an Employer Discretionary Contribution) for a Plan Year. Any Employer Discretionary Contribution
for a Plan Year will be credited to a Participants Deferred Compensation Account as of the
Valuation Date specified by the Employer.
(select one of the following options)
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o No Employer Discretionary Contributions will be made under the Plan.. |
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þ Employer Discretionary Contributions may be made under the Plan for a Plan Year
as determined by each Employer in its sole
discretion. |
8
SECTION 4
Deferred Compensation Accounts
4.1. Deferred Compensation Accounts. All amounts deferred pursuant to one or more
Deferral Elections under the Plan and any Employer Discretionary Contributions shall be credited
to a Participants Deferred Compensation Account and shall be adjusted under Subsection 4.2
4.2. Deferral Account Adjustments and Investment Options. As of each Valuation Date,
the Plan Administrator shall adjust amounts in a Participants Deferred Compensation Account to
reflect earnings (or losses) in the Investment Options (as defined in
Subsection 4.4) attributable
to the Participants Deferred Compensation Account Earnings (or losses) on amounts in a
Participants Deferred Compensation Account shall accrue commencing on the date the Deferred
Compensation Account first has a positive balance and shall continue to accrue until the entire
balance in the Participants Deferred Compensation Account has been distributed. Earnings (or
losses) shall be credited to a Participants Deferred Compensation Account based on the realized
rate of return (net of any expenses and taxes paid from the Trust) on the Investment Options
attributable to the Participants Deferred Compensation Account.
4.3. Vesting. A Participant shall be fully vested in the amounts in the Participants
Deferred Compensation Account attributable to the Participants Deferral Elections. If Employer
Discretionary Contributions are made under the Plan, a Participant shall be vested in the amount in
the Participants Deferred Compensation Account attributable to Employer Discretionary
Contributions in accordance with the following (select Options 1, 2, or 3 and, if desired, Option
4. and/or Option 5):
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Option 1.
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Five Year Vesting Schedule |
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Vesting for Participants will be determined by (select one): |
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Years of Service with the Employer. |
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Years of Participation in this Plan. |
Nonforfeitable Percentage
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Less than 5 years |
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% |
5 or more years |
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% |
9
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Option 2
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Seven Year Graded Vesting Schedule |
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Vesting for Participants will be determined by (select one): |
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Years of Service with the Employer. |
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Years of Participation in this Plan. |
Nonforfeitable Percentage
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Less than 3 years |
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3 years |
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4 years |
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5 years |
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6 years |
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7 years |
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% |
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Option 3.
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Other vesting schedule as described below: |
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Option 4.
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Notwithstanding the foregoing vesting schedule, the balance
in a Participants Deferred Compensation Account
attributable to Employer Discretionary Contributions will
be forfeited if the Participants employment or association
with the Employer is terminated for Good Cause. |
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Option 5
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Notwithstanding the foregoing vesting schedule, the entire
balance in a Participants Deferred Compensation Account
attributable to Employer Discretionary Contributions will
be fully vested upon the Participants Early Retirement
Date. |
For the purpose of determining a Participants vested benefit with respect to Employer
Discretionary Contributions, a Year of Service means each twelve-month period of employment or
association with the Company and the Affiliates, and a Year of Participation means each
twelve-month period of active participation in the Plan. Notwithstanding the foregoing, a
Participant shall be fully vested in the entire balance in the Participants Deferred
Compensation Account upon the Participants Normal Retirement Date, death or becoming disabled
(as provided in Subsection 5.2 below), provided the date on which the Participant dies or becomes
disabled occurs while the Participant is actively employed by or associated with the Employers.
The portion of a Participants Deferred Compensation Account in which the Participant is not
fully vested shall be forfeited to the Employer by the Participant.
10
If elected by the Company under Option 4. above, notwithstanding the vesting schedule selected in
Option 1., 2., or 3. above, the balance in a Participants Deferred Compensation Account
attributable to Employer Discretionary Contributions will be forfeited (and neither the Participant
nor the Participants beneficiaries will have any rights thereto) if the Participants employment
with the Employer is terminated for Good Cause. Good Cause means the Participants gross
negligence, fraud, dishonesty, or willful violation of any law or significant policy of the
Employer that is committed in connection with the Participants employment by or association with
the Employer Whether a Participant has been terminated for Good Cause shall be determined by the
Plan Administrator
4.4
Investment Options. The Company shall, from time to time and in its sole discretion,
select one or more investment vehicles (Investment Options) to be made available as the measuring
standards for crediting earnings or losses to each participants Deferred Compensation Account A
Participant may select from such Investment Options in a manner established by the Company, the
investment vehicle or vehicles to apply to his or her accounts and may change such selections, all
in accordance with such rules as the Company may establish. Notwithstanding the foregoing, the
Committee may change the method for crediting earnings or losses to each participants accounts as
described above by written notice to each Participant (including former Participants who then have
a Deferred Compensation Account which would be affected by such change), which notice shall specify
the new method for crediting earnings or losses to be used under this section, the effective date
of such change and the Deferred Compensation Accounts to which such new method shall apply
11
SECTION
5
Payment of Benefits
5.1.
Time and Method of Payment. Payment of the vested portion of a
Participants Deferred Compensation Account shall be made as soon as practicable following
the Valuation Date coincident with or next following the Participants Distribution Date;
provided, however, that if the Company has elected a daily Valuation Date, such payment will
be made as soon as practicable following the last business day of the month in which the
Participants Distribution Date occurs. Payment of the vested portion of a Participants
Deferred Compensation Account shall be made as follows (select one option):
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Option 1.
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A single, lump sum payment. |
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Option 2.
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Substantially equal monthly
installment payments for
months. |
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Option 3.
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Substantially equal monthly installment payments for 60 months
with a one-time option to receive a lump sum payment. The
Participant may elect to receive a single, lump sum payment in lieu
of installment payments. Such election must be made by filing a
written election with the Plan Administrator at least 30 days prior
to the time installment payments would otherwise begin, and such
election is subject to approval by the Employer of the Participant |
5.2. |
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Payment Upon Disability. In the event a Participant becomes disabled (as
defined below) while the Participant is employed by or associated with an Employer,
payment of the Participants Deferred Compensation Account shall be made (or shall
commence) as soon as practicable after the Valuation Date coincident with or next
following the date on which the Plan Administrator determines that the Participant is
disabled. For purposes of this Subsection 5.2, a Participant shall be considered disabled
if the Participant is unable to engage in any substantially gainful activity by reason
of any medically determined physical or mental impairment that can be expected to result
in death or that has lasted or can be expected to last for a continuous period of not
less than twelve months. Whether a Participant is disabled for purposes of the Plan shall
be determined by the Plan Administrator, and in making such determination, the Plan
Administrator may rely on the opinion of a physician (or physicians) selected by the Plan
Administrator for such purpose |
12
5.3.
Payment Upon Death of a Participant. A Participants Deferred Compensation
Account shall be paid to the Participants beneficiary (designated in accordance with Subsection
5.4) in a single lump sum as soon as practicable following the Valuation Date coincident with or
next following the Participants death.
5.4. Beneficiary. If a Participant is married on the date of the Participants
death, the Participants beneficiary shall be the Participants spouse, unless the Participant
names a beneficiary or beneficiaries (other than the Participants spouse) to receive the balance
of the Participants Deferred Compensation Account in the event of the Participants death prior
to the payment of the Participants entire Deferred Compensation
Account. To be effective, any
beneficiary designation must be filed in writing with the Plan Administrator in accordance with
rules and procedures adopted by the Plan Administrator for that purpose. A Participant may revoke
an existing beneficiary designation by filing another written beneficiary designation with the
Plan Administrator. The latest beneficiary designation received by the Plan Administrator shall
be controlling. If no beneficiary is named by a Participant, or if the Participant survives all of
the Participants named beneficiaries and does not designate another beneficiary, the
Participants Deferred Compensation Account shall be paid in the following order of precedence:
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The Participants spouse; |
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The Participants children (including adopted children) per stripes; or |
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The Participants estate. |
5.5. Unforeseeable Financial Emergency. If the Plan Administrator determines that a
Participant has incurred an Unforeseeable Financial Emergency, the Participant may receive in cash
the portion of the balance of the Participants Deferred Compensation Account needed to satisfy the
Unforeseeable Financial Emergency, but only if the Unforeseeable Financial Emergency may not be
relieved (a) through reimbursement or compensation by insurance
or otherwise or (b) by liquidation
of the Participants assets to the extent the liquidation of such assets would not itself cause
severe financial hardship. A payment on account of an Unforeseeable Financial Emergency shall not
be in excess of the amount needed to relieve such Unforeseeable Financial Emergency and shall be
made as soon as practicable following the date on which the Plan Administrator approves such
payment.
5.6.
Withholding of Taxes. In connection with the Plan, the Employers shall withhold
any applicable Federal, state or local income tax and any employment taxes, including Social
Security taxes, at such time and in such amounts as is necessary to comply with applicable laws and
regulations.
13
SECTION 6
Miscellaneous
6.1. Funding. Each Employer under the Plan shall establish and maintain one or more
trusts (individually, a Trust) to hold assets to be used for payment of benefits under the Plan. The
assets of the Trust with respect to benefits payable to the Participants employed by or
associated with an Employer shall remain the assets of such Employer subject to the claims of its
general creditors. Any payments by a Trust of benefits provided to a Participant under the Plan
shall be considered payment by the applicable Employer and shall discharge such Employer from any
further liability under the Plan for such payments.
6.2. Rights. Establishment of the Plan shall not be construed to give any Employee or
Independent Contractor the right to be retained by the Employers or to any benefits not
specifically provided by the Plan.
6.3. Interests Not Transferable. Except as to withholding of any tax under the laws
of the United States or any state or locality and the provisions of Subsection 5.4, no benefit
payable at any time under the Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, or any other encumbrance of any kind or to any attachment,
garnishment, or other legal process of any kind. Any attempt by a person (including a Participant
or a Participants beneficiary) to anticipate, alienate, sell, transfer, assign, pledge, or
otherwise encumber any benefits under the Plan, whether currently or thereafter payable, shall be
void. If any person shall attempt to, or shall alienate, sell, transfer, assign, pledge or
otherwise encumber such persons benefits under the Plan, or if by any reason of such persons
bankruptcy or other event happening at any time, such benefits would devolve upon any other person
or would not be enjoyed by the person entitled thereto under the Plan, then the Plan
Administrator, in the Plan Administrators sole discretion, may terminate the interest in any such
benefits of the person otherwise entitled thereto under the Plan and may hold or apply such
benefits in such manner as the Plan Administrator may deem proper.
6.4. Forfeitures and Unclaimed Amounts. Unclaimed amounts shall consist of the amounts
in the Deferred Compensation Account of a Participant that cannot be distributed because of the
Plan Administrators inability, after a reasonable search, to locate a Participant or the
Participants beneficiary, as applicable, within a period of two years after the Distribution Date
upon which the payment of benefits became due. Unclaimed amounts shall be forfeited at the end of
such two-year period. These forfeitures will reduce the obligations of the Employers, if any,
under the Plan. After an unclaimed amount has been forfeited, the Participant or beneficiary, as
applicable, shall have no further right to amounts in the Participants Deferred Compensation
Account.
6.5. Controlling Law. The law of the state New Hampshire shall be controlling in all
matters relating to the Plan to the extent not preempted by Federal law.
6.6. Number. Words in the plural shall include the singular, and the singular shall include
the plural.
14
6.7. Action by the Employers. Except as otherwise specifically provided herein, any
action required of or permitted to be taken by an Employer under the Plan shall be by resolution of its
Board of Directors or by resolution of a duly authorized committee of its Board of Directors or by
action of a person or persons authorized by resolution of such Board of Directors or such
committee.
6.8. Offset for Obligations to Employer. If, at such time as a Participant or a
Participants beneficiary becomes entitled to benefit payments hereunder, the Participant has any
debt, obligation or other liability representing an amount owing to an Employer or an Affiliate of
the Employer, and if such debt, obligation, or other liability is due and owing at the time
benefit payments are payable hereunder, the Employer may offset the amount owing it or an
Affiliate against the amount of benefits otherwise distributable hereunder.
6.9. No Fiduciary Relationship. Nothing contained in this Plan, and no action taken
pursuant to its provisions by either the Employers or the Participants shall create, or be
construed to create a fiduciary relationship between the Employer and the Participant, a designated
beneficiary, other beneficiaries of the Participant, or any other person.
6.10. Claims Procedures. Any person (hereinafter referred to as a Claimant) who
believes that he or she is being denied a benefit to which he or she may be entitled under the Plan
may file a written request for such benefit with the Plan Administrator. Such written request must
set forth the Claimants claim and must be addressed to the Plan Administrator, at the Companys
principal place of business. Upon receipt of a claim, the Plan Administrator shall advise the
Claimant that a reply will be forthcoming within ninety days and shall deliver a reply within
ninety days. The Plan Administrator may, however, extend the reply period for an additional ninety
days for reasonable cause. If the claim is denied in whole or in part, the Plan Administrator shall
issue a written determination, using language calculated to be understood by the Claimant, setting
forth:
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The specific reason or reasons for such denial; |
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(b) |
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The specific reference to pertinent provisions of the Plan upon which such
denial is based; |
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(c) |
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A description of any additional material or information necessary for the
Claimant to perfect the Claimants claim and an explanation why such material or such
information is necessary; and |
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(d) |
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Appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review, and the time limits for requesting such a review. |
15
Within sixty days after the receipt by the Claimant of the written determination described above,
the Claimant may request in writing, that the Plan Administrator review the Plan Administrators
determination. The request must be addressed to the Plan Administrator, at the Companys principal
place of business. The Claimant or the Claimants duly authorized representative may, but need not,
review the pertinent documents and submit issues and comments in writing for consideration by the
Plan Administrator. If the Claimant does not request a review of the Plan Administrators
determination within such sixty day-period, the Claimant shall be barred and estopped from
challenging the Plan Administrators determination. Within sixty days after the Plan
Administrators receipt of a request for review, the Plan Administrator will review the
determination. After considering all materials presented by the Claimant, the Plan Administrator
will render a written determination, written in a manner calculated to be understood by the
Claimant setting forth the specific reasons for the decision and containing specific references to
the pertinent provisions of the Plan on which the decision is based. If special circumstances
require that the sixty day time period be extended, the Plan Administrator will so notify the
Claimant and will render the decision as soon as practicable, but no later than one hundred twenty
days after receipt of the request for review.
6.11. |
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Notice. Any notice required or permitted to be given under the provisions of the
Plan shall be in writing, and shall be signed by the party giving or making the same. If
such notice, consent or demand is mailed to a party hereto, it shall be sent by United States
certified mail, postage prepaid, addressed to such partys last known address as shown on the
records of the Employers. Notices to the Plan Administrator should be sent in care of the
Company at the Companys principal place of business. The date of such mailing shall be deemed
the date of notice. Either party may change the address to which notice is to be sent by
giving notice of the change of address in the manner set forth above. |
16
SECTION 7
Employer Participation
7.1. Adoption of Plan. Any Affiliate of the Company may, with the approval of the
Company, adopt the Plan by filing with the Company a resolution of its Board of Directors to that
effect.
7.2. Withdrawal from the Plan by Employer. Any Employer shall have the right, at any
time, upon the approval of, and under such conditions as may be provided by the Plan Administrator,
to withdraw from the Plan by delivering to the Plan Administrator written notice of its election so
to withdraw. Upon receipt of such notice by the Plan Administrator, the portion of the Deferred
Compensation Account of Participants and beneficiaries attributable to amounts deferred while the
Participants were employed by or associated with such withdrawing Employer shall be distributed
from the Trust at the direction of the Plan Administrator in cash at such time or times as the Plan
Administrator in the Plan Administrators sole discretion, may deem to be in the best interest of
such Participants and their beneficiaries. To the extent the amounts held in the Trust for the
benefit of such Participants and beneficiaries are not sufficient to satisfy the Employers
obligation to such Participants and their beneficiaries accrued on account of their employment with
the Employer, the remaining amount necessary to satisfy such obligation shall be an obligation of
the Employer, and the other Employers shall have no further obligation to such Participants and
beneficiaries with respect to such amounts.
17
SECTION 8
Amendment and Termination
The Company intends the Plan to be permanent, but reserves the right at any time to modify, amend
or terminate the Plan; provided however, that except as provided below, any amendment or
termination of the Plan shall not reduce or eliminate any balance in a Participants Deferred
Compensation Account accrued through the date of such amendment or termination. Upon termination of
the Plan, the Company may provide that notwithstanding the Participants Distribution Date, all
Deferred Compensation Account balances will be distributed on a date selected by the Company.
18
SECTION 9
Change of Control
9.1. Overriding Provisions Applicable During a Restricted Period. The following provisions
of this Section 9 will become effective on a Restricted Date as the result of a Change of Control
and will remain in effect during the Restricted Period beginning on that date until the following
related Unrestricted Date, and during the Restricted Period, will supersede any other provisions of
the Plan to the extent necessary to eliminate any inconsistencies between the provisions of this
Section 9 and any other provisions of the Plan, including any supplements thereto.
9.2. Suspension of Part or All of the Overriding Provisions. If a majority of the members
of the Entire Board are Continuing Directors (provided such majority is equal to the same number as
constituted a majority of the Entire Board immediately prior to the Change of Control), by the
affirmative vote of a majority of the Entire Board and a majority of those members of the Entire
Board who are Continuing Directors, all or a designated portion or portions of the following
provisions of this Section 9 may be declared not applicable as to the specified transaction or
event. No portion of the provisions of this Section 9 will apply to any transaction or event to the
extent such portion is inconsistent with the requirements of applicable law.
9.3. Definitions. For purposes of this Section 9, the definitions set forth in Paragraphs
(a) through (k) below will apply. Definitions set forth elsewhere in the Plan also will apply to
the provisions set forth in this Section 9, except that where a definition set forth elsewhere in
the Plan and a definition set forth in this Subsection conflict, the definition set forth in this
Subsection will govern.
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(a) |
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Acquiring Person will mean any Person, who or which, together with all
Affiliates and Associates of such Person, is the Beneficial Owner of shares of common
stock of the Company constituting more than 20 percent of the common stock then
outstanding. |
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Affiliate and Associate will have the meaning ascribed to such terms in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934
(the Act). |
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(c) |
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Beneficial Owner will have the meaning ascribed to such term in Rule 13d-3 of the Act. |
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Board of Directors will mean the Board of Directors of the Company. |
19
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A Change of Control will be deemed to occur (i) upon any Person becoming an
Acquiring Person if the Board of Directors has not recommended that stockholders of the
Company tender or otherwise sell their common stock to such Acquiring Person; (ii) upon
the approval by the stockholders of the Company of a reorganization, merger or
consolidation, in each case, with respect to which persons who were stockholders of the
Company immediately prior to such reorganization, merger or consolidation, do not,
immediately thereafter, own more than 50 percent of the combined voting power entitled
to vote generally in the election of directors of the reorganized, consolidated or merged
Companys then outstanding securities; or (iii) upon a liquidation or dissolution of the
Company or the sale of all or substantially all of the Companys assets. |
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(f) |
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Continuing Director will mean: |
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(i) |
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any member of the Board of Directors immediately prior to a
Change of Control, or |
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(ii) |
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any successor of a Continuing Director who is recommended
or elected to succeed such Continuing Director by a majority of the
Continuing Directors then in office and is neither an Acquiring Person, an
Affiliate of an Acquiring Person, nor a representative or nominee of an
Acquiring Person or of any such Affiliate while such person is a member of
the Board of Directors. |
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Notwithstanding the foregoing, a successor will not be deemed to be a Continuing Director
unless, immediately prior to his or her appointment or election, a majority of the members
of the Entire Board were Continuing Directors (and unless such majority is equal to the
same number as constituted a majority of the Entire Board immediately prior to the Change
of Control). |
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(g) |
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Person will mean any individual, firm, corporation or other entity, and will include
any group as that term is used in Rule 13d-5(b) of the Act. |
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(h) |
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Restricted Date will mean the date on which a Change of Control occurs. |
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(i) |
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Restricted Period will mean the period beginning on a Restricted Date and ending
on the fifth anniversary of such Restricted Date. |
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(j) |
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Unrestricted Date will mean the last day of a Restricted Period. |
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(k) |
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Entire Board will mean the total number of members of the Board of Directors that
there would be if there were no vacancies on such Board. |
20
9.4.
Benefits Vested on Restricted Date. Effective on a Restricted Date, the balances
in the Deferred Compensation Accounts (including any contributions and investment earnings after
that date) of each Participant who is a Participant in the Plan on that date will become fully
vested and nonforfeitable.
9.5.
Prohibition Against Amendment. During the Restricted Period, the provisions of this
Section 9 may not be amended or deleted and may not be superseded by any other provision of the
Plan (including the provisions of any exhibit or supplement thereto).
IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized
officers on this 23 day of July, 2001.
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Viewpoint
International, Inc. |
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(Name of Company) |
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By:
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Its:
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21
AMENDMENT TO THE
VIEWPOINT INTERNATIONAL, INC.
NONQUALIFIED DEFERRED COMPENSATION PLAN
THIS AMENDMENT to the Viewpoint International, Inc. Nonqualified Deferred Compensation Plan is
adopted by Viewpoint International, Inc. (the Company), effective as of the date set forth
herein.
W I T N E S S E T H:
WHEREAS, the Company maintains the Viewpoint International, Inc. Nonqualified Deferred
Compensation Plan (the Plan), and such Plan is currently in effect; and
WHEREAS, the Company wishes to amend the Plan as permitted by Section 8 of the Plan.
NOW, THEREFORE, the Company hereby amends the Plan as follows:
1. Appendix A shall be added to the Plan in the form attached hereto.
2. This amendment shall be effective immediately upon execution.
IN WITNESS WHEREOF, the undersigned has adopted this Amendment effective as of the dates
indicated above.
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VIEWPOINT
INTERNATIONAL, INC. |
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Date: |
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By |
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Name
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Title
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APPENDIX A
SPECIAL RULES APPLICABLE TO 2003 SPECIAL CLOSING BONUSES
A1. Exclusion of Certain Bonuses. Notwithstanding any other provision of the plan to the
contrary, Compensation as defined in Section 1.4 of the Plan shall not include any bonus (a
Closing Bonus) payable to a Participant contingent on the consummation of the sale of the
Company pursuant to that certain Stock Purchase Agreement dated as of
April 26, 2003 by and among
the Oxford Industries, Inc., the Company, and the stockholders of the Company (the sale) and so
no deferral will be effective with respect to any such bonus except as otherwise expressly
provided in this Appendix A.
A2. Special Deferral Election. Participants who are notified that they may become
entitled to receive a Closing Bonus equal to or exceeding $250,000 (an Eligible Bonus) may make
a special Deferral Election (a Special Election) with
respect to any such Eligible Bonus in
accordance with the rules set forth below:
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(a) |
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The Special Election must be made in writing on the form prescribed by the Plan
Administrator for the purpose of such Special Election and must be delivered to the Plan
Administrator prior to the consummation of the Sale. |
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(b) |
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The Special Election is subject to the consummation of the Sale and the payment of an
Eligible Bonus. |
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(c) |
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The Special Election shall not be valid if the actual Closing Bonus paid to the participant
is than $250,000. |
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(d) |
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The Special Election is applicable solely to an Eligible Bonus and does not revoke or
modify any Deferral Election otherwise in effect under the Plan with respect to a
participants Compensation (including any other bonuses). |
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(e) |
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The Special Election is irrevocable. |
A3. Special Deferral Amount. A Participant may elect to defer all or any portion (in a
whole percentage or dollar amount ) of an Eligible Bonus. The amount deferred by a Participant
shall be credited to the Participants Deffered Compensation Account at the same time and shall be
adjusted under Section 4.2 in the same manner as any other bonus under the Plan but shall be
accounted for separately from all other amounts credited to such Participants Account.
A4. Vesting in Special Deferral Amount. A Participant shall be fully vested in the
Participants Deferred Compensation Account attributable to the
Participants Special Election Pursuant to
this Appendix A.
A5. Time and Method of Payment. Payment of a Participants Deferred Compensation
Account attributable to the Participants Special Election shall be made in accordance with one of
the following options elected by the Participant on the special election form provided to the
Participant pursuant to Section A2 above:
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(a) |
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A single lump sum payment made no sooner than January 1, 2005 and no later than May 3l, 2007. |
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(b) |
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Substantially equal annual installment payments commencing on any date elected by the Participant and ceasing no later than May 31, 2007. |
Such
election is irrevocable and may not be modified at any time for any
reason.
A6. Other Plan Provisions Apply. The provisions of this Appendix A shall supercede all
inconsistent provisions of the Plan, provided that all other provisions of the Plan shall apply
with respect to a Participant and the Deferred Compensation Account attributable to the
Participants Special Election made in accordance with this Appendix A to the extent not
inconsistent with the provisions of this Appendix A as determined by the Plan Administrator in its
sole and absolute discretion.
- 3 -
AMENDMENT
TO THE VIEWPOINT INTERNATIONAL, INC.
EXECUTIVE
DEFERRED COMPENSATION PLAN
Pursuant to § 8 of the Viewpoint International, Inc. Executive Deferred Compensation plan
(the PLAN), Viewpoint International, Inc. (the
Company) hereby amends the Plan as follows:
1.
Effective
as of January 1, 2005, Section 1.18 of the Plan shall be amended to read
as follows:
The Plan Administrator means a committee of at least three (3) persons
appointed by the Company.
2.
Effective as of January 1, 2005, Section 3.1 of the Plan shall be amended to read
as follows:
3.1
Eligibility and Participation. Subject to the conditions and limitations
of the Plan, the following persons are eligible to participate in the Plan: Any Employee
who is Employed by the Employer and who is determined by the Employer, in its sole
discretion, to be both (i) a member of a select group of management or highly compensated
employees and (ii) eligible to participate in the Plan. Any individuals specified by the
Employer may be changed by action of the Employer. An Employee shall become a Participant in
the Plan upon the execution and filing with the plan Administrator of a written election to
defer a portion of the Employees Compensation. A participant shall remain a Participant
until the entire balance of the Participants Deferred Compensation Account has been
distributed.
3.
Except as specifically set forth herein, the terms of the plan shall remain in full
force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed on the date set
forth below.
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VIEWPOINT INTERNATIONAL, INC.
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By: |
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Title: |
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Date: |
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EXHIBIT D
TOMMY BAHAMA PLAN
SPECIAL RULES APPLICABLE TO 2005 COMPENSATION
Notwithstanding any other provision of the Tommy Bahama Plan to the contrary, the provisions
of this Exhibit D shall supersede all inconsistent provisions of the Tommy Bahama Plan with respect
to amounts deferred in taxable years beginning after December 31, 2004 and before January 1, 2006
(and earnings on such amounts) and earnings in 2005 on deferrals made in taxable years before
January 1, 2005. All other provisions of the Tommy Bahama Plan shall apply with respect to such
deferrals to the extent not inconsistent with the provisions of this Exhibit D or Section 409A of
the Code, as determined by the Plan Administrator in its sole and absolute discretion. This
Exhibit D is intended to (a) satisfy the requirements of Section 409A(a)(2), (3) and (4) of the
Code for deferrals made after December 31, 2004 and before January 1, 2006 and (b) not constitute a
material modification of the Tommy Bahama Plan with respect to amounts deferred before January 1,
2005.
1. Account(s). A separate bookkeeping account shall be established to account for
deferrals made in taxable years beginning after December 31, 2004 and before January 1, 2006 (and
any earnings on such deferrals) and earnings in 2005 on deferrals made in taxable years before
January 1, 2005. The portion of any Deferred Compensation Account that was not fully vested on
December 31, 2004 shall be treated as a deferral made in taxable years beginning after December 31,
2004.
2. Deferral Elections. In no event may a Deferral Election be made later than the
last day of the Plan Year preceding the Plan Year in which the amount being deferred is earned by
the Participant, except that a Deferral Election with respect to Excess Contributions payable to
the Participant in 2005 may be made on or before December 31, 2004 in accordance with Q&A 21 of IRS
Notice 2005-1.
3. Time and Method of Payment. In order for a termination of employment or
association with the Employers to qualify as a Distribution Event, the termination of employment or
association must qualify as a separation from service within the meaning of Section 409A of the
Code and the regulations thereunder. Section 5.1 of the Tommy Bahama Plan is amended to provide
that distributions shall be made in a single, lump sum payment and will commence on the first
regularly scheduled pay date that coincides with or immediately follows the first day of the
calendar month that is 6 months from the Participants Distribution Date.
4. Disability or Death. If distribution is made as a result of the Participants
disability or death under Sections 5.2 or 5.3 of the Tommy Bahama Plan, distribution will commence
on the first regularly scheduled pay date that coincides with or immediately follows the first day
of the calendar quarter immediately following the quarter in which his or her disability or death
occurred.
5. Unforeseeable Financial Emergency. The provisions of Sections 1.20, 3.2(c) and 5.5
of the Tommy Bahama Plan shall not apply, and Section 7.2(d) of the Plan shall apply as if
incorporated in the Tommy Bahama Plan.
6. Delay of Payments Under Certain Circumstances. Section 7.2(e) of the Plan shall
apply as if incorporated in the Tommy Bahama Plan.
7. Amendment and Termination. The provisions of Section 8 of the Tommy Bahama Plan
shall not apply, and Section 10.12 of the Plan shall apply as if incorporated in the Tommy Bahama
Plan.
EX-21 LIST OF SUBSIDIARIES
Exhibit 21
SUBSIDIARIES OF OXFORD INDUSTRIES, INC.
The following table lists each subsidiary of Oxford Industries, Inc. indented under the name
of its immediate parent, the percentage of each subsidiarys voting securities beneficially owned
by its immediate parent and the jurisdiction under the laws of which each subsidiary was organized:
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Jurisdiction of |
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% of Voting |
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Incorporation or |
Name |
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Securities |
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Organization |
Oxford Industries, Inc. |
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Oxford Garment, Inc. |
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100 |
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Delaware |
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Lionshead Clothing Company |
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100 |
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Delaware |
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SFI of Oxford Acquisition Corporation |
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100 |
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Delaware |
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Oxford Lockbox, Inc. |
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100 |
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Delaware |
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Piedmont Apparel Corporation |
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100 |
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Delaware |
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Tommy Bahama Group, Inc. |
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100 |
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Delaware |
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Oxford Caribbean, Inc. |
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100 |
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Delaware |
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Oxford Private Limited of Delaware, Inc. |
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100 |
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Delaware |
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Viewpoint Marketing, Inc. |
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100 |
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Florida |
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Oxford International, Inc. |
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100 |
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Georgia |
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Ben Sherman Clothing, Inc. |
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100 |
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Georgia |
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Oxford Industries Foundation, Inc. |
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100 |
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Georgia |
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Oxford of South Carolina, Inc. |
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100 |
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South Carolina |
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Oxford Products (International) Limited |
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99.991 |
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Hong Kong |
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3134539 Canada, Inc. |
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100 |
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Canada |
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Oxford of Europe |
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100 |
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United Kingdom |
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Camisas Bahia Kino S.A. de C.V. |
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100 |
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Mexico |
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Industrias Lanier de Honduras S. de R.L. |
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502 |
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Guatemala |
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Manufacturera de Sonora, S.A. de CV |
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993 |
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Mexico |
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Piedmont Apparel Corporation |
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Patch Licensing LLC |
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66-2/34 |
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Delaware |
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1 |
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One share of Oxford Products (International) Limited
owned by Oxford International, Inc. Oxford Products (International) Limited has
150,000 shares issued and outstanding. |
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2 |
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50% of the voting securities of Industrias Lanier de
Honduras S.A. are owned by Oxford Caribbean, Inc. |
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3 |
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1% of the voting securities of Manufacturera de
Sonora, S.A. de CV are owned by Oxford International, Inc. |
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Jurisdiction of |
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% of Voting |
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Incorporation or |
Name |
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Securities |
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Organization |
Tommy Bahama Group, Inc. |
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Tommy Bahama R&R Holdings, Inc. |
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100 |
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Delaware |
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Oxford Caribbean, Inc. |
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Confecciones Monzini SA |
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100 |
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Honduras |
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Q.R. Fashions S. de R.L. |
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100 |
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Honduras |
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Oxford Private Limited of Delaware, Inc. |
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Ben Sherman Holdings Limited |
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100 |
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United Kingdom |
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Oxford International, Inc. |
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Oxford de Colon, S.A. |
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100 |
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Costa Rica |
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Oxford Internacional de Guatemala Sociedad Anonima |
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99 |
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Guatemala |
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Oxford Products (International) Limited |
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Top Candor Limited |
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99 |
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Hong Kong |
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Industrias Oxford de Merida, S.A. de CV |
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995 |
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Mexico |
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Oxford Phillipines, Inc. |
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96.256 |
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Phillippines |
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Tommy Bahama R&R Holdings, Inc. |
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Tommy Bahama Beverages, LLC |
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100 |
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Delaware |
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Tommy Bahama Beverages, LLC |
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Tommy Bahama Texas Beverages, LLC |
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100 |
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Texas |
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Ben Sherman Holdings Limited |
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Oxford Industries (UK2) Limited |
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100 |
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United Kingdom |
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Oxford Industries (UK2) Limited |
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Oxford Industries (UK3) Limited |
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100 |
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United Kingdom |
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Oxford Industries (UK3) Limited |
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Ben Sherman Limited |
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100 |
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United Kingdom |
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Ben Sherman Limited |
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Ben Sherman Group Limited |
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100 |
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United Kingdom |
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Ben Sherman Group Limited |
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Textile Caledonia Investments Limited |
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100 |
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United Kingdom |
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Sherman Cooper Marketing Limited |
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100 |
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United Kingdom |
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Ben Sherman (Manufacturing) Limited |
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100 |
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United Kingdom |
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4 |
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33-1/3% of the membership interests of Patch
Licensing LLC are owned by an entity unaffiliated with Oxford Industries, Inc. |
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5 |
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1% of the voting securities of Industrias Oxford de
Merida, S.A. de CV are owned by Oxford Industries, Inc. |
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6 |
|
3.74% of the voting securities of Oxford Phillipines, Inc. are owned by Oxford Industries, Inc. Nominal ownership
interests of certain of the voting securities of Oxford Phillippines, Inc. are
owned by various individual employees. |
|
|
|
|
|
|
|
|
|
Jurisdiction of |
|
|
% of Voting |
|
Incorporation or |
Name |
|
Securities |
|
Organization |
Ben Sherman (Lurgan) Limited |
|
100 |
|
United Kingdom |
|
|
|
|
|
The Branded Shirt Co. Limited |
|
100 |
|
United Kingdom |
|
|
|
|
|
Neal and Cooper Limited |
|
100 |
|
United Kingdom |
|
|
|
|
|
Dunkeld Fashions Limited |
|
100 |
|
United Kingdom |
|
|
|
|
|
Tern Shirts Limited |
|
100 |
|
United Kingdom |
|
|
|
|
|
Slix Limited |
|
100 |
|
United Kingdom |
|
|
|
|
|
Rodeo International Limited |
|
100 |
|
United Kingdom |
|
|
|
|
|
Ben Sherman Australia (Pty) Ltd. |
|
100 |
|
Australia |
EX-23 CONSENT OF ERNST & YOUNG LLP
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements of Oxford
Industries, Inc.:
(1) |
|
Registration Statements (Form S-8 Nos. 33-7231 and 33-64097) pertaining to the Oxford
Industries, Inc. 1992 Stock Plan |
(2) |
|
Registration Statements (Form S-8 Nos. 333-113000 and 333-59411) pertaining to the Oxford
Industries, Inc. 1997 Stock Option Plan |
(3) |
|
Registration Statement (Form S-8 No. 333-59409) pertaining to the Oxford Industries, Inc.
1997 Restricted Stock Plan |
(4) |
|
Registration Statement (Form S-8 No. 333-121538) pertaining to the Oxford Industries, Inc.
Long-Term Stock Incentive Plan |
(5) |
|
Registration Statement (Form S-8 No. 333-121535) pertaining to the Oxford Industries, Inc.
Employee Stock Purchase Plan |
(6) |
|
Registration Statement (Form S-3 No. 333-119263) pertaining to the registration of 485,243
shares of Oxford Industries, Inc. Common Stock |
(7) |
|
Registration Statement (Form S-8 No. 333-130010) pertaining to the Oxford Industries, Inc.
Deferred Compensation Plan |
(8) |
|
Registration Statement (Form S-3 No. 333-13009) pertaining to the registration of 485,243
shares of Oxford Industries, Inc. Common Stock |
(9) |
|
Registration Statement (Form S-3 No. 333-110598) pertaining to the registration of 776,400
shares of Oxford Industries, Inc. Common Stock |
of our reports dated July 30, 2007 with respect to the consolidated financial statements and
schedule of Oxford Industries, Inc., Oxford Industries Inc. managements assessment of the
effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting
of Oxford Industries, Inc., included in this Annual Report (Form 10-K) for the year ended June 1,
2007.
/s/ Ernst & Young LLP
Atlanta, Georgia
July 30, 2007
EX-24 POWERS OF ATTORNEY
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, a director and/or officer of Oxford Industries, Inc. (the Company), does
hereby constitute and appoint each of Thomas E. Campbell, Mary Margaret Heaton, Tiffany Easton and
Suraj A. Palakshappa, or any one of them, my true and lawful attorneys-in-fact for me and in my
name for the purpose of executing on my behalf in any and all capacities the Companys Annual
Report on Form 10-K for the year ended June 1, 2007, or any amendment or supplement thereto, and
causing such Annual Report or any such amendment or supplement to be filed with the U.S. Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the Act). In
addition, each such attorney-in-fact shall have full power and authority to execute on my behalf in
my capacity as a director and/or officer of the Company subject to the reporting requirements of
the Act, all Forms required to be filed by me under the Act, including Forms 3, 4 and 5, in
accordance with the Act and the rules and regulations promulgated thereunder. In addition, each
such attorney-in-fact shall have full power and authority to do and perform any and all acts on my
behalf which may be necessary or desirable to complete, execute and timely file any such Forms with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority.
|
|
|
|
|
/s/ Cecil D. Conlee |
|
|
|
|
|
Cecil D. Conlee |
|
|
|
|
|
Date: July 27, 2007 |
|
|
|
State
of: Georgia
County of: Fulton |
|
|
|
|
|
On this 27th day of
July, 2007, before me personally
appeared Cecil D. Conlee, known to me to be
the person named in this instrument, and
acknowledged that he executed the same as his
free act and deed. |
|
|
|
|
|
/s/ Sandra Gilbert |
|
|
|
Notary Public |
|
|
|
|
|
My Commission expires: May 19, 2010 |
|
|
|
|
|
[NOTARY SEAL] |
|
|
POWER OF ATTORNEY
The undersigned, a director and/or officer of Oxford Industries, Inc. (the Company), does
hereby constitute and appoint each of Thomas E. Campbell, Mary Margaret Heaton, Tiffany Easton and
Suraj A. Palakshappa, or any one of them, my true and lawful attorneys-in-fact for me and in my
name for the purpose of executing on my behalf in any and all capacities the Companys Annual
Report on Form 10-K for the year ended June 1, 2007, or any amendment or supplement thereto, and
causing such Annual Report or any such amendment or supplement to be filed with the U.S. Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the Act). In
addition, each such attorney-in-fact shall have full power and authority to execute on my behalf in
my capacity as a director and/or officer of the Company subject to the reporting requirements of
the Act, all Forms required to be filed by me under the Act, including Forms 3, 4 and 5, in
accordance with the Act and the rules and regulations promulgated thereunder. In addition, each
such attorney-in-fact shall have full power and authority to do and perform any and all acts on my
behalf which may be necessary or desirable to complete, execute and timely file any such Forms with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority.
|
|
|
|
|
/s/ George C. Guynn |
|
|
|
|
|
George C. Guynn |
|
|
|
|
|
Date: July 27, 2007 |
|
|
|
State of: Georgia
County of: Fulton |
|
|
|
|
|
On this 27th day of
July, 2007, before me personally
appeared George C. Guynn, known to me to be
the person named in this instrument, and
acknowledged that he executed the same as his
free act and deed. |
|
|
|
|
|
/s/ Sandra Gilbert |
|
|
|
Notary Public |
|
|
|
|
|
My Commission expires: May 19, 2010 |
|
|
|
|
|
[NOTARY SEAL] |
|
|
POWER OF ATTORNEY
The undersigned, a director and/or officer of Oxford Industries, Inc. (the Company), does
hereby constitute and appoint each of Thomas E. Campbell, Mary Margaret Heaton, Tiffany Easton and
Suraj A. Palakshappa, or any one of them, my true and lawful attorneys-in-fact for me and in my
name for the purpose of executing on my behalf in any and all capacities the Companys Annual
Report on Form 10-K for the year ended June 1, 2007, or any amendment or supplement thereto, and
causing such Annual Report or any such amendment or supplement to be filed with the U.S. Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the Act). In
addition, each such attorney-in-fact shall have full power and authority to execute on my behalf in
my capacity as a director and/or officer of the Company subject to the reporting requirements of
the Act, all Forms required to be filed by me under the Act, including Forms 3, 4 and 5, in
accordance with the Act and the rules and regulations promulgated thereunder. In addition, each
such attorney-in-fact shall have full power and authority to do and perform any and all acts on my
behalf which may be necessary or desirable to complete, execute and timely file any such Forms with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority.
|
|
|
|
|
/s/ J. Reese Lanier, Sr. |
|
|
|
|
|
J. Reese Lanier, Sr. |
|
|
|
|
|
Date: July 27, 2007 |
|
|
|
State of: Georgia
County of: Fulton |
|
|
|
|
|
On this 27th day of
July, 2007, before me personally
appeared J. Reese Lanier, Sr., known to me to
be the person named in this instrument, and
acknowledged that he executed the same as his
free act and deed. |
|
|
|
|
|
/s/ Sandra Gilbert |
|
|
|
Notary Public |
|
|
|
|
|
My Commission expires: May 19, 2010 |
|
|
|
|
|
[NOTARY SEAL] |
|
|
POWER OF ATTORNEY
The undersigned, a director and/or officer of Oxford Industries, Inc. (the Company), does
hereby constitute and appoint each of Thomas E. Campbell, Mary Margaret Heaton, Tiffany Easton and
Suraj A. Palakshappa, or any one of them, my true and lawful attorneys-in-fact for me and in my
name for the purpose of executing on my behalf in any and all capacities the Companys Annual
Report on Form 10-K for the year ended June 1, 2007, or any amendment or supplement thereto, and
causing such Annual Report or any such amendment or supplement to be filed with the U.S. Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the Act). In
addition, each such attorney-in-fact shall have full power and authority to execute on my behalf in
my capacity as a director and/or officer of the Company subject to the reporting requirements of
the Act, all Forms required to be filed by me under the Act, including Forms 3, 4 and 5, in
accordance with the Act and the rules and regulations promulgated thereunder. In addition, each
such attorney-in-fact shall have full power and authority to do and perform any and all acts on my
behalf which may be necessary or desirable to complete, execute and timely file any such Forms with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority.
|
|
|
|
|
/s/ S. Anthony Margolis |
|
|
|
|
|
S. Anthony Margolis |
|
|
|
|
|
Date: July 27, 2007 |
|
|
|
State of: Georgia
County of: Fulton |
|
|
|
|
|
On this 27th day of
July, 2007, before me personally
appeared S. Anthony Margolis, known to me to
be the person named in this instrument, and
acknowledged that he executed the same as his
free act and deed. |
|
|
|
|
|
/s/ Sandra Gilbert |
|
|
|
Notary Public |
|
|
|
|
|
My Commission expires: May 19, 2010 |
|
|
|
|
|
[NOTARY SEAL] |
|
|
POWER OF ATTORNEY
The undersigned, a director and/or officer of Oxford Industries, Inc. (the Company), does
hereby constitute and appoint each of Thomas E. Campbell, Mary Margaret Heaton, Tiffany Easton and
Suraj A. Palakshappa, or any one of them, my true and lawful attorneys-in-fact for me and in my
name for the purpose of executing on my behalf in any and all capacities the Companys Annual
Report on Form 10-K for the year ended June 1, 2007, or any amendment or supplement thereto, and
causing such Annual Report or any such amendment or supplement to be filed with the U.S. Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the Act). In
addition, each such attorney-in-fact shall have full power and authority to execute on my behalf in
my capacity as a director and/or officer of the Company subject to the reporting requirements of
the Act, all Forms required to be filed by me under the Act, including Forms 3, 4 and 5, in
accordance with the Act and the rules and regulations promulgated thereunder. In addition, each
such attorney-in-fact shall have full power and authority to do and perform any and all acts on my
behalf which may be necessary or desirable to complete, execute and timely file any such Forms with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority.
|
|
|
|
|
/s/ Robert E. Shaw |
|
|
|
|
|
Robert E. Shaw |
|
|
|
|
|
Date: July 27, 2007 |
|
|
|
State of: Georgia
County of: Fulton |
|
|
|
|
|
On this 27th day of
July, 2007, before me personally
appeared Robert E. Shaw, known to me to be
the person named in this instrument, and
acknowledged that he executed the same as his
free act and deed. |
|
|
|
|
|
/s/ Sandra Gilbert |
|
|
|
Notary Public |
|
|
|
|
|
My Commission expires: May 19, 2010 |
|
|
|
|
|
[NOTARY SEAL] |
|
|
POWER OF ATTORNEY
The undersigned, a director and/or officer of Oxford Industries, Inc. (the Company), does
hereby constitute and appoint each of Thomas E. Campbell, Mary Margaret Heaton, Tiffany Easton and
Suraj A. Palakshappa, or any one of them, my true and lawful attorneys-in-fact for me and in my
name for the purpose of executing on my behalf in any and all capacities the Companys Annual
Report on Form 10-K for the year ended June 1, 2007, or any amendment or supplement thereto, and
causing such Annual Report or any such amendment or supplement to be filed with the U.S. Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the Act). In
addition, each such attorney-in-fact shall have full power and authority to execute on my behalf in
my capacity as a director and/or officer of the Company subject to the reporting requirements of
the Act, all Forms required to be filed by me under the Act, including Forms 3, 4 and 5, in
accordance with the Act and the rules and regulations promulgated thereunder. In addition, each
such attorney-in-fact shall have full power and authority to do and perform any and all acts on my
behalf which may be necessary or desirable to complete, execute and timely file any such Forms with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority.
|
|
|
|
|
/s/ Clarence H. Smith |
|
|
|
|
|
Clarence H. Smith |
|
|
|
|
|
Date: July 27, 2007 |
|
|
|
State of: Georgia
County of: Fulton |
|
|
|
|
|
On this 27th day of
July, 2007, before me personally
appeared Clarence H. Smith, known to me to be
the person named in this instrument, and
acknowledged that he executed the same as his
free act and deed. |
|
|
|
|
|
/s/ Sandra Gilbert |
|
|
|
Notary Public |
|
|
|
|
|
My Commission expires: May 19, 2010 |
|
|
|
|
|
[NOTARY SEAL] |
|
|
POWER OF ATTORNEY
The undersigned, a director and/or officer of Oxford Industries, Inc. (the Company), does
hereby constitute and appoint each of Thomas E. Campbell, Mary Margaret Heaton, Tiffany Easton and
Suraj A. Palakshappa, or any one of them, my true and lawful attorneys-in-fact for me and in my
name for the purpose of executing on my behalf in any and all capacities the Companys Annual
Report on Form 10-K for the year ended June 1, 2007, or any amendment or supplement thereto, and
causing such Annual Report or any such amendment or supplement to be filed with the U.S. Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the Act). In
addition, each such attorney-in-fact shall have full power and authority to execute on my behalf in
my capacity as a director and/or officer of the Company subject to the reporting requirements of
the Act, all Forms required to be filed by me under the Act, including Forms 3, 4 and 5, in
accordance with the Act and the rules and regulations promulgated thereunder. In addition, each
such attorney-in-fact shall have full power and authority to do and perform any and all acts on my
behalf which may be necessary or desirable to complete, execute and timely file any such Forms with
the U.S. Securities and Exchange Commission and any stock exchange or similar authority.
|
|
|
|
|
/s/ E. Jenner Wood III |
|
|
|
|
|
E. Jenner Wood III |
|
|
|
|
|
Date: July 27, 2007 |
|
|
|
State of: Georgia
County of: Fulton |
|
|
|
|
|
On this 27th day of
July, 2007, before me personally
appeared E. Jenner Wood III, known to me to
be the person named in this instrument, and
acknowledged that he executed the same as his
free act and deed. |
|
|
|
|
|
/s/ Sandra Gilbert |
|
|
|
Notary Public |
|
|
|
|
|
My
Commission expires: May 19, 2010 |
|
|
|
|
|
[NOTARY SEAL] |
|
|
EX-31.1 SECTION 302, CERTIFICATION OF THE CEO
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, J. Hicks Lanier, certify that:
1. |
|
I have reviewed this Annual Report on Form 10-K of Oxford Industries, Inc.; |
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
3. |
|
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
4. |
|
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared; |
|
|
(b) |
|
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
(c) |
|
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
|
(d) |
|
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
5. |
|
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and |
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting. |
|
|
|
Date: July 31, 2007
|
|
/s/ J. Hicks Lanier |
|
|
|
|
|
J. Hicks Lanier
Chairman and Chief Executive Officer
(Principal Executive Officer) |
EX-31.2 SECTION 302, CERTIFICATION OF THE CFO
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) AND SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I, Thomas Caldecot Chubb III, certify that:
1. |
|
I have reviewed this Annual Report on Form 10-K of Oxford Industries, Inc.; |
|
2. |
|
Based on my knowledge, this report does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
3. |
|
Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report; |
|
4. |
|
The registrants other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have: |
|
(a) |
|
Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared; |
|
|
(b) |
|
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
(c) |
|
Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and |
|
|
(d) |
|
Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and |
5. |
|
The registrants other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions): |
|
(a) |
|
All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and |
|
|
(b) |
|
Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrants internal control over financial reporting. |
|
|
|
Date: July 31, 2007
|
|
/s/ Thomas Caldecot Chubb III |
|
|
|
|
|
Thomas Caldecot Chubb III
Executive Vice President
(Principal Financial Officer) |
EX-32.1 SECTION 906, CERTIFICATION OF THE CEO
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Oxford Industries, Inc. (the Company) on Form 10-K (Form
10-K) for the year ended June 1, 2007 as filed with the Securities and Exchange Commission on the
date hereof, I, J. Hicks Lanier, Chairman and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to my knowledge:
(1) |
|
The Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
(2) |
|
The information contained in the Form 10-K fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
|
|
|
|
|
/s/ J. Hicks Lanier |
|
|
|
|
|
J. Hicks Lanier
Chairman and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
July 31, 2007 |
|
|
EX-32.2 SECTION 906, CERTIFICATION OF THE CFO
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Oxford Industries, Inc. (the Company) on Form 10-K (Form
10-K) for the year ended June 1, 2007 as filed with the Securities and Exchange Commission on the
date hereof, I, Thomas Caldecot Chubb III, Executive Vice President of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to my knowledge:
(1) |
|
The Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and |
(2) |
|
The information contained in the Form 10-K fairly presents, in all material respects, the
financial condition and results of operations of the Company. |
|
|
|
|
|
/s/ Thomas Caldecot Chubb III |
|
|
|
|
|
Thomas Caldecot Chubb III
Executive Vice President
(Principal Financial Officer) |
|
|
|
July 31, 2007 |
|
|