1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended June 3, 1994
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 1-4365
OXFORD INDUSTRIES, INC.
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(Exact name of Registrant as specified in its charter)
Georgia 58-0831862
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 659-2424
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on
which registered
Common Stock, $1 par value New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant's
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. [ ]
State the aggregate market value of the voting stock held by
non-affiliates of the Registrant: As of August 22, 1994, 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 $228,149,421.
Indicate the number of shares outstanding of each of the
Registrant's classes of common stock, as of the last practicable date.
Number of shares outstanding
Title of each class as of August 22, 1994
Common Stock, $1 par value 8,650,215
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Documents Incorporated by Reference
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(1) Sections of 1994 Annual Report to Stockholders (Incorporated in
Parts II and IV of this Report).
(2) Sections of Proxy Statement dated August 26, 1994, which will be
filed with the Securities and Exchange Commission not later than
120 days after June 3, 1994. (Incorporated in Part III of this
Report).
2
PART I
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Item 1. Business.
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BUSINESS AND PRODUCTS
Introduction and Background
Oxford Industries, Inc. (the "Company") was incorporated under
the laws of the State of Georgia as Oxford Manufacturing Company,
Inc. on April 27, 1960. In 1967, its name was changed to Oxford
Industries, Inc. Its principal office is in Atlanta, Georgia.
The Company's primary business, which comprises a single
industry segment, is the design, manufacture, marketing and sale of
consumer apparel products in the popular to better price range.
Substantially all of the Company's distribution facilities, offices
and customers are located in the United States and most of its
manufacturing facilities are also located in the United States.
The Company is in a single line of business with two classes
of similar products, menswear and womenswear. The table below sets
forth, for each of the last three fiscal years, the percentage of
net sales attributable to each such class of similar products:
Fiscal Year Ended:
June 3, May 28, May 29,
1994 1993 1992
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Menswear 73% 73% 70%
Womenswear 27% 27% 30%
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100% 100% 100%
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Menswear
Primary menswear products sold include men's suits, vests,
dress slacks and sportcoats and men's and boys' sportswear, dress
shirts, woven and knitted sport shirts, sweaters, slacks, shorts
and jeans.
Womenswear
Primary womenswear products sold include women's and girls'
sportswear, dresses, suits, sweaters, shirts, blouses, t-shirts,
sweatshirts, swimsuits, vests, jackets, skirts, shorts, jeans and
pants. Sportswear products are marketed as coordinates, which
include wardrobe items in styles and colors designed to be worn
together, or as separates.
3
DISTRIBUTION
The Company sells products to approximately 3,400 customers,
many of whom have multiple retail outlets. The Company's customers
include national and regional chain stores, mail order and catalog
firms, discount stores, department stores and chain and independent
specialty stores. Although the Company experienced a slight
decrease in the number of customers in fiscal 1994, sales to the
fifty largest customers increased by 13.2%. The decline in total
customers was due to the continuing focus on large financially
stable retailers.
Several product lines are designed and manufactured in
anticipation of orders for sale to department and specialty stores
and certain specialty chain and mail order customers. The Company
must make commitments for fabric and production in connection with
these lines. In the case of imports, these commitments can be up
to several months prior to the receipt of firm orders from
customers. These lines include both popular and better price
merchandise sold under brand and designer names or customers'
private labels.
The Company works closely with many customers to develop
large-volume product programs prior to commencement of production,
enabling the Company to take advantage of relative efficiencies in
planning, raw materials purchasing and utilization of production
facilities. Products sold under these progroms are in the
popular price range and usually carry the customers' trademarks,
although the Company offers some branded and designer programs for
this customer market.
The Company employs a sales force consisting of salaried and
commissioned sales employees and independent commissioned sales
representatives. Apparel sales offices and showrooms are
maintained by the Company in Atlanta, Chicago, Los Angeles, New
York and in both Dallas and Plano, Texas. Other showrooms are
maintained by independent commissioned sales representatives. A
majority of the Company's business is conducted by direct contacts
between the Company's divisional management and buyers and other
executives of the Company's customers.
MANUFACTURING, RAW MATERIALS AND SOURCES OF SUPPLY
Manufacturing and Raw Materials
Apparel products are manufactured from cotton, linen, wool,
silk, other natural fibers, synthetics and blends of these
materials. Materials used by the Company in its manufacturing
operations are purchased from numerous domestic and foreign textile
mills and converters in the form of woven or knitted finished
fabrics. Buttons, zippers, thread and other trim items are
purchased from both domestic and foreign suppliers. The Company's
domestic manufacturing facilities perform cutting, sewing and
related operations to produce finished apparel products from these
materials. At the end of the 1994 fiscal year, domestic production
for the Company accounted for almost 50% of the Company's business,
of which approximately 71% came from the Company's United States
manufacturing facilities, and approximately 29% came from United
States contractors.
4
In accordance with common industry practice, the Company often
purchases fabric and places it with domestic and foreign
independent contractors for production of goods conforming to the
Company's patterns, specifications and quality standards. The
Company also performs independent contracting services for other
companies to ensure maximum utilization of its production
facilities.
The Company imports finished apparel products meeting its
quality standards from suppliers in Central America, the Far East
and other areas. Imported goods are generally manufactured
according to designs and specifications furnished or approved in
advance of production by the Company. In order to place orders and
monitor production, the Company maintains buying offices in Hong
Kong and Singapore. The Company also retains unaffiliated buying
agents in several other countries.
The Company also uses its own facilities in Mexico, the
Dominican Republic and Costa Rica. These facilities generally
assemble finished apparel products from components made in the
United States.
Sources of Supply
The Company regards its domestic and foreign sources of raw
materials, finished goods and outside production as adequate, and
is not dependent on any single source or contractor. No single
supplier or contractor accounts for a material portion of the
Company's purchases or business. Alternative competitive sources
are available, and the Company does not anticipate significant
difficulty in meeting its supply and outside production
requirements. There are occasions, however, where the Company is
unable to take customer orders on short notice because of limited
availability of materials and/or production facilities.
The Company's import business could be adversely affected by
currency exchange fluctuations, changes in United States import
duties and trade restraints, political unrest in exporting
countries, and other factors normally associated with imports. The
Company believes it has diminished potential risks in its import
business by placing import programs with suppliers in several
different countries. The Company continues to expand assembly
operations in the Caribbean Basin to take greater advantage of
incentives implicit in United States trade policy.
TRADEMARKS, LICENSES AND PATENTS
Trademarks
Principal menswear trademarks owned by the Company are "Lanier
Clothes" for men's suits and sportcoats; "Oxford Shirtings" for
men's shirts; "Travelers Worstead" for mens suits; "Everset" and
"Everpress" for men's slacks; and "928" for young men's suited
separates.
Principal womenswear trademarks owned by the Company are
"RENNY" for women's sportswear; and "B.J. Design Concepts", "MBC",
and "Koala Blue" for t-shirts and sweatshirts.
5
The Company licenses its trademark "Merona" to the Target
Stores and Mervyn's divisions of the Dayton Hudson Corporation.
The license agreement calls for these divisions to pay minimum
royalties and additional royalties for sales above certain levels.
The minimum royalties due in the future have been reduced by actual
royalties paid in preceding years. If certain levels of royalty
payments have been made and renewal options exercised, Target
Stores will have the option to purchase the trademark in 1999.
Although the Company is not dependent on any single trademark,
it believes its trademarks in the aggregate are of significant
value to its business. If an attractive opportunity were to
present itself the Company would seriously consider the acquisition
of significant brands and related businesses.
Licenses
The Company also has the right to use trademarks under license
and design agreements with the trademarks' owners. Principal
menswear trademarks the Company has the right to use are "Polo by
Ralph Lauren" for boys' shirts, suits, shorts, swimwear, sweat
suits, woven and knitted sportswear, pants, sweaters, outerwear,
jackets, denim jeans and caps; "Robert Stock" for men's suits,
sportcoats, dress slacks; and "Oscar de la Renta" for
men's suits, sportcoats, vests, and dress slacks. Additionally,
the Company entered into several new license agreements during the
fiscal year ended June 3, 1994. These new agreements allow the
Company to use "Tommy Hilfiger" for men's dress shirts; "Savane"
and "Process 2000" for men's and boys dress and sports shirts; and
the Charles Schulz "Peanuts" characters for men's t-shirts and
sweatshirts.
Principal womenswear trademarks the Company has the right to
use are "Done Art & Design" for women's sportswear; and Charles
Schulz "Peanuts" characters for women's, junior and missy t-shirts,
sweatshirts, shortsets, cover-ups, dresses and pants.
Additionally, in January 1994 the Company entered into a license
and design agreement to use the trademark "Jump Start" characters
for women's t-shirts and sweatshirts.
The above mentioned license and design agreements will expire
at various dates through 1999. Many of the Company's licensing
agreements are eligible for renewal to extend the licenses through
various dates from 1994 through 2006.
Although the Company is not dependent on any single license
and design agreement, it believes its license and design agreements
in the aggregate are of significant value to its business. The
Company has entered into several manufacturing licenses that permit
the Company to use proprietary methods for producing wrinkle
resistant apparel products.
Patents
The Company owns several patents covering apparel manufacturing
processes and devices, but competitive processes and devices are
available to others, and these are not material to the Company's
business.
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SEASONAL ASPECTS OF BUSINESS AND ORDER BACKLOG
Seasonal Aspects of Business
The Company's business is generally divided among four retail
selling seasons: Spring, Summer, Fall and Holiday. Seasonal
factors can cause some variance in production and sales levels
among fiscal quarters in any fiscal year, but the Company does not
regard its overall business as highly seasonal.
Order Backlog
A large portion of sales are booked in advance of each season,
and it is therefore normal for the Company to maintain a
significant order backlog. As of June 3, 1994 and May 28, 1993,
the Company had booked orders amounting to approximately
$156,733,000 and $129,869,000, respectively, substantially all of
which were to be shipped within six months after each such date.
These numbers represent only store orders for shipments on hand and
do not include private-label contract balances. The Company does
not believe that this backlog information is indicative of sales to
be expected for the following year, because order backlog at the
end of May primarily represents only Fall season business.
WORKING CAPITAL
Working capital needs are affected primarily by inventory
levels, outstanding receivables and trade payables. The Company
had available for its use committed lines of credit with several
lenders aggregating $20,000,000 at June 3, 1994. These lines of
credit are used by the Company to cover fluctuations in working
capital needs. The Company had $10,000,000 outstanding under these
lines of credit at the end of the 1994 fiscal year, and $18,500,000
outstanding at the end of the 1993 fiscal year. In addition, at
the end of fiscal 1994, the Company had $122,000,000 in uncommitted
lines of credit of which $47,000,000 was reserved for the issuance
of letters of credit. At June 3, 1994 $9,500,000 was outstanding
under these lines of credit. At the end of fiscal 1993 the
Company had $97,000,000 in uncommitted lines of credit of which
$57,000,000 was reserved for the issuance of letters of credit. At
May 28, 1993 there were no amounts outstanding under these
uncommitted lines of credit. The total amount of letters of credit
outstanding totaled approximately $36,000,000 at the end of fiscal
1994, and approximately $39,000,000 at the end of fiscal 1993. The
Company had cash of $3,227,000 and $3,254,000 at the end of the
1994 and 1993 fiscal years. The Company anticipates continued use
and availability of short-term borrowings as working capital needs
may require.
During fiscal 1988, the Company issued an 8.62% note due in
annual installments through May 1996 which had an unpaid balance on
June 3, 1994 of $7,500,000. The note requires the Company to
maintain a tangible net worth of not less than $90,000,000 and
contains various covenants including restrictions on the amount of
retained earnings available for dividends and certain other
payments.
7
Inventory levels are affected by order backlog and anticipated
sales. It is general practice in the apparel industry to offer
payment terms of ten to 60 days from date of shipment, and the
Company's policies are consistent with this general practice.
The Company believes that its working capital requirements and
financing resources are comparable with those of other major,
financially sound apparel manufacturers.
MAJOR CUSTOMERS
The Company's ten largest customers accounted for 69 percent
and 64 percent of the Company's net sales in the 1994 and 1993
fiscal years. The increase percentage represents the Company's
continuing focus on large financially stable retailers. JCPenney
Company, Inc. accounted for 24 percent and 28 percent of net sales
in the 1994 and 1993 fiscal years, respectively. Lands' End, Inc.
accounted for 10 percent and 7 percent of net sales in the 1994 and
1993 fiscal years, respectively. The Company believes that its
relationships with all of its major customers, including JCPenney
Company, Inc., and Lands' End, Inc., are excellent.
COMPETITION
The Company's products are sold in a highly competitive
domestic market in which numerous domestic and foreign
manufacturers compete. No single manufacturer or small group of
manufacturers dominates the apparel industry. The Company believes
it is a major apparel manufacturing and marketing company, but
there are other apparel firms with greater sales and financial
resources.
Competition within the apparel industry is based upon styling,
marketing, price, quality, customer service and, with respect to
branded and designer product lines, consumer recognition and
preference. The Company believes it competes effectively with
other members of its industry with regard to all of these factors.
Successful competition in styling and marketing is related to the
Company's ability to foresee changes and trends in fashion and
consumer preference and to present appealing product programs to
its customers. Successful competition in price, quality and
customer service is related to its ability to maintain efficiency
in production, sourcing and distribution.
Growth in apparel imports and direct importing by retailers
present competitive risks to domestic apparel manufacturers. The
United States has implemented restrictive quotas on the importation
of many classifications of textiles and textile products from
certain countries and has adopted restrictive regulations governing
textile and apparel imports. The Multi-Fiber Arrangement (MFA), an
international textile trade agreement to which the United States is
a party and which permits broad import restraints, was temporarily
extended and remains effective through December 1994. During
December 1993, the United States and various other countries
concluded negotiation of the Uruguay Round of the General Agreement
on Tariffs and Trade. Under the Uruguay Round agreement, which is
currently being considered for ratification by the U.S. Congress,
quotas on textiles and textile products would be gradually removed.
Reduced restrictions on the importation of textiles and textile
products could increase competitive import pressure on the
Company's domestic manufacturing operations, but could also
positively affect its sourcing activities in some countries.
8
During fiscal 1994, the North American Free Trade Agreement
(NAFTA) was approved and implemented. Implementation of NAFTA has
not significantly affected or benefited the Company. The Company
has realized small duty savings under the agreement and it hopes to
increase sales to Mexico and Canada as its domestic customers
expand in the two countries.
EMPLOYEES
As of July 1, 1994, the Company employed 9,331 persons,
approximately 86% of whom were hourly and incentive paid production
workers. The Company believes its employee relations are
excellent.
Item 2. Properties.
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At June 3, 1994 the Company operated a total of 32 production
plants. Domestic plants, of which 20 plants are owned and five
plants are leased, are located in Alabama, Georgia, Mississippi,
North Carolina, South Carolina, Tennessee and Virginia. Foreign
plants, of which two are owned and five are leased, are located in
Mexico, Dominican Republic and Costa Rica. In the fiscal year
ended June 3, 1994 the Company closed one domestic manufacturing
facility. During the period after the end of the 1994 fiscal year
through August 22, 1994, the closure of two domestic manufacturing
facilities were announced.
The Company also maintains separate warehousing and
distribution facilities (in addition to space allocated for these
purposes in or adjacent to manufacturing plants) in Arizona,
California, Georgia, Mississippi and South Carolina.
Certain of the manufacturing, warehousing and distribution
facilities deemed owned by the Company are held pursuant to
long-term capital leases or lease purchase agreements, some of
which have been entered into by the Company in connection with
industrial revenue bond financing arrangements. Under this type of
financing, the facilities are subject to trust indentures or
security agreements securing the interests of the bondholders. See
Notes C and D in the Notes to Consolidated Financial Statements
forming a part of the financial statements included under Item 8 of
this Report.
General offices are maintained in a facility owned by the
Company in Atlanta. The Company leases sales, purchasing and
administrative offices in Atlanta, Chicago, Downey (California),
Hong Kong, Los Angeles, New York, Singapore, and in both Dallas and
Plano, Texas.
The Company owns substantially all of its machinery and
equipment. Current facilities are adequately covered by insurance,
generally well maintained and provide adequate production capacity
for current and anticipated future operations. Additionally, the
Company has recently approved plans to expand its distribution
in Lyons Georgia. This expansion will include the installation of new
equipment and a new computer system.
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Item 3. Legal Proceedings.
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Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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Not applicable.
Item 4A. Executive Officers of the Registrant.
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Name Age Office Held
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J. Hicks Lanier 54 Chairman of the Board and
President
Ben B. Blount Jr 55 Executive Vice President --
Planning and Development
R. William Lee, Jr. 64 Executive Vice President --
Finance and Administration
Knowlton J. O'Reilly 54 Group Vice President
Messrs. J. Hicks Lanier, Ben B. Blount, Jr., R. William
Lee, Jr. and Knowlton J. O'Reilly are also directors of the
Company. The Board of Directors of the Company elects executive
officers annually.
Mr. J. Hicks Lanier has served as President of the Company
since 1977. In 1981 he was elected as Chairman of the Board.
Mr. Ben B. Blount, Jr. has been Executive Vice President --
Planning and Development since 1986. Mr. Blount was President of
Kayser Roth Apparel, an apparel manufacturer and marketer, from
1982 to 1986. Prior to 1982 he was Group Vice President of the
Company.
Mr. R. William Lee, Jr. was Vice President -- Finance and
Administration of the Company from 1977 to 1986. In 1986 he was
elected to serve in his present position as Executive Vice
President -- Finance and Administration.
Mr. Knowlton J. O'Reilly has served as Group Vice President of
the Company since 1978.
10
PART II
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Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
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Incorporated by reference to the table presented under the
heading "Common Stock Information" on page 23 of the Company's 1994
Annual Report to Stockholders (Exhibit 13 hereto). On August 22,
1994, there were 946 holders of record of the Company's common
stock.
During the 1988 fiscal year, the Company signed a $30,000,000,
8.62% note due in annual installments through May 1996. The
remaining unpaid balance on June 3, 1994 was $7,500,000. The note,
as amended, contains various financial covenants including a
provision restricting dividends and similar payments after February
26, 1988, to a cumulative limit of $22,500,000 plus 75% (or minus
100% in the case of a loss) of earnings (or losses) after that
date. Unrestricted retained earnings equalled $19,471,000 at the
end of the 1994 fiscal year.
Item 6. Selected Financial Data.
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Incorporated by reference to page 12 of the Company's 1994
Annual Report to Stockholders (Exhibit 13 hereto).
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
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Incorporated by reference to page 13 and 14 of the Company's
1994 Annual Report to Stockholders (Exhibit 13 hereto).
Item 8. Financial Statements and Supplementary Data.
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Financial statements, including selected quarterly financial
data, are incorporated by reference to pages 15 through 23 of the
Company's 1994 Annual Report to Stockholders (Exhibit 13 hereto).
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
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Not applicable.
PART III
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Item 10. Directors and Executive Officers of the Registrant.
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Information required by this item covering directors of the
Company is incorporated by reference to the information presented
under the heading "Election of Directors - Directors and Nominees"
in the Company's Proxy Statement dated August 26, 1994, which will
be filed with the Securities and Exchange Commission not later than
120 day after June 3, 1994. Information required by this Item
covering executive officers of the Company is set forth under Item
4A of this Report.
11
Item 11. Executive Compensation.
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Incorporated by reference to the information presented under
the heading "Executive Compensation and Other Information" in the
Company's Proxy Statement dated August 26, 1994, which will be
filed with the Securities and Exchange Commission not later than
120 days after June 3, 1994.
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
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Incorporated by reference to the information presented under
the heading "Beneficial Ownership of Common Stock" in the Company's
Proxy Statement dated August 26, 1994, which will be filed with the
Securities and Exchange Commission not later than 120 days after
June 3, 1994.
Item 13. Certain Relationships and Related Transactions.
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Incorporated by reference to the information presented under
the heading "Executive Compensation and Other Information -
Compensation Committee Interlocks and Insider Participation" in the
Company's Proxy Statement dated August 26, 1994, which will be
filed with the Securities and Exchange Commission not later than
120 days after June 3, 1994.
PART IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K.
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(a) 1. Financial Statements
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Included on pages 15 through 23 of the 1994 Annual Report to
Stockholders (Exhibit 13 hereto) and incorporated by reference in
this Form 10-K:
Report of Independent Public Accountants.
Consolidated Balance Sheets at June 3, 1994 and
May 28, 1993
Consolidated Statements of Earnings for years ended
June 3, 1994, May 28, 1993 and May 29, 1992.
Consolidated Statements of Stockholders' Equity for
years ended June 3, 1994, May 28, 1993 and May 29,
1992.
Consolidated Statements of Cash Flows for years ended
June 3, 1994, May 28, 1993 and May 29, 1992.
Notes to Consolidated Financial Statements for years
ended June 3, 1994, May 28, 1993 and May 29, 1992.
12
2. Financial Statement Schedules
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Included herein:
Report of Independent Public Accountants on
Financial Statement Schedules.
Schedule VIII - Valuation and Qualifying Accounts.
Schedule IX - Short-term Borrowings.
Schedule X - Supplementary Income Statement
Information.
3. Exhibits
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3(a) Articles of Incorporation of the Company. Incorporated by
reference to Exhibit 3(a) to the Company's Form 10-Q for the
fiscal quarter ended August 28, 1992.
3(b) Bylaws of the Company.
4(a) Note Agreement between the Company and The Prudential
Insurance Company of America dated May 26, 1988 covering the
Company's 8.62% promissory note due May 24, 1996.
Incorporated by reference to Exhibit 4(a) to the Company's
Form 10-K for the fiscal year ended May 28, 1993.
4(b) Amendment dated October 27, 1989 to Note Agreement between
the Company and The Prudential Insurance Company of America
dated May 26, 1988 covering the Company's 8.62% promissory
note due May 24, 1996. Incorporated by reference to Exhibit
4(b) to the Company's Form 10-K for the fiscal year ended
May 28, 1993.
4(c) Amendment dated May 3, 1990 to Note Agreement between the
Company and The Prudential Insurance Company of America
dated May 26, 1988 covering the Company's 8.62% promissory
note due May 24, 1996. Incorporated by reference to Exhibit
4(c) to the Company's Form 10-K for the fiscal year ended
May 28, 1993.
13
4(d) Amendment dated July 19, 1990 to Note Agreement between the
Company and The Prudential Insurance Company of America
dated May 26, 1988 covering the Company's 8.62% promissory
note due May 24, 1996. Incorporated by reference to Exhibit
4(d) to the Company's Form 10-K for the fiscal year ended
May 28, 1993.
10(a) Split-Dollar Life Insurance Agreement. Incorporated by
reference to Exhibit 10(a) to the Company's Form 10-K for
the fiscal year ended May 29, 1992.
10(b) Group Life Insurance Plan, effective January 1, 1993.
Incorporated by reference to Exhibit 10(b) to the Company's
Form 10-K for the fiscal year ended May 28, 1993.
10(c) 1984 Stock Option Plan. Incorporated by reference to
Exhibit 28 to the Company's Form 8-K filed January 17, 1991.
10(d) Long Range Incentive Plan, as amended through July 31, 1992.
Incorporated by reference to Exhibit 10(d) to the Company's
Form 10-K for the fiscal year ended May 28, 1993.
10(e) Summary of Executive Medical Reimbursement Plan.
10(f) Management Incentive Bonus Program, as amended through June
1, 1991. Incorporated by reference to Exhibit 10 to the
Company's Form 10-K for the fiscal year ended May 31, 1991.
10(g) Executive Officers' Long Range Incentive Plan. Incorporated
by reference to Exhibit 10(g) to the Company's Form 10-K
for the fiscal year ended May 28, 1993.
10(h) 1992 Stock Option Plan. Incorporated by reference to
Exhibit A, "1992 Stock Option Plan", to the Company's Proxy
Statement dated August 28, 1992. The 1992 Stock Option Plan
was approved on October 5, 1992 by the Company's
shareholders.
11 Statement re computation of per share earnings.
13 1994 Annual Report to Stockholders (furnished for the
information of the Commission and not deemed "filed" or part
of this Form 10-K except for those portions expressly
incorporated herein by reference).
24 Consent of Arthur Andersen & Co.
25 Powers of Attorney.
The Company agrees to file upon request of the Securities
and Exchange Commission a copy of all agreements evidencing
long-term debt of the Company and its subsidiaries 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.
14
(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this
report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Oxford Industries, Inc.
/s/J. Hicks Lanier
------------------
Chairman and President
Date: August 31, 1994
---------------
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 Company in the capacities and on the dates
indicated.
Signature Capacity Date
- -------------------------- ----------------- ---------
/s/J. Hicks Lanier Chairman and 08/31/94
- -------------------------- President, Chief --------
J. Hicks Lanier Executive Officer
and Director
/s/R. William Lee, Jr. Executive 08/31/94
- -------------------------- Vice President, --------
R. William Lee, Jr. Chief Financial
Officer and
Director
/s/Debra A. Pauli Controller and 08/31/94
- -------------------------- Chief Accounting --------
Debra A. Pauli Officer
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Ben B. Blount, Jr.*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Cecil D. Conlee*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
John B. Ellis*
*by power of attorney
15
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Thomas Gallagher*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Bradley Hale*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Clifford M. Kirtland, Jr.*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
J. Reese Lanier*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Knowlton J. O'Reilly*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Robert E. Shaw*
/s/David K. Ginn Director 08/31/94
- -------------------------- --------
Robert Strickland*
*by power of attorney
16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To Oxford Industries, Inc.:
We have audited, in accordance with generally accepted
auditing standards, the consolidated financial statements included
in Oxford Industries, Inc.'s 1994 Annual Report to Stockholders
incorporated by reference in this Form 10-K, and have issued our
report thereon, dated July 15, 1994. Our audits were made for the
purpose of forming an opinion on the basic financial statements
taken as a whole. The schedules listed in Item 14(a)2 are the
responsibility of the Company's management and are presented for
purposes of complying with the Securities and Exchange Commission's
rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required
to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
July 15, 1994
17
OXFORD INDUSTRIES, INC. AND SUBSIDIARIES
----------------------------------------
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
-------------------------------------------------
Column A Column B Column C Column D Column E
- ---------------------- ---------- -------------------- ---------- --------
Additions Deductions
--------------------- ----------
Balance at Charged Balance
Beginning to at End
Description of Period Income Recoveries Write-Offs of Period
- ---------------------- ---------- ---------- ---------- ---------- ----------
Reserves for losses
from accounts receivable:
Year ended May 29, 1992 $1,871,000 $833,000 $73,000 $885,000 $1,892,000
========== ========== ======== ========== ==========
Year ended May 28, 1993 $1,892,000 $85,000 $204,000 $188,000 $1,993,000
========== ========== ======== ========== ==========
Year ended June 3, 1994 $1,993,000 $1,793,000 $73,000 $1,559,000 $2,300,000
========== ========== ======== ========== ==========
18
OXFORD INDUSTRIES, INC. AND SUBSIDIARIES
----------------------------------------
SCHEDULE IX - SHORT-TERM BORROWINGS
-----------------------------------
Column A Column B Column C Column D Column E Column F
- ---------------- ---------- ---------- ------------ ------------- -------------
Average Maximum Average Weighted
Category of Interest Amount Amount Average
Aggregate Balance Rate at Outstanding Outstanding Interest
Short-Term at End of End of During the During the Rate During
Borrowings Period Period Period Period the period(A)
- --------------- ----------- ---------- ------------ ------------- --------------
May 29, 1992:
Notes payable -
banks (NA) (NA) (B) $51,000 4.4%
May 28, 1993:
Notes payable -
banks $18,500,000 3.2% $28,500,000 $13,510,000 3.3%
June 3, 1994:
Notes payable -
banks $19,500,000 4.5% $50,000,000 $28,570,000 3.5%
- -------------------
(A) The weighted average rate was computed by dividing related
interest expense by average short-term borrowings outstanding,
calculated on a daily basis.
(B) No short-term borrowings outstanding at end of period, or at the
end of any month during the year.
(NA) No short-term borrowings outstanding at end of period.
19
OXFORD INDUSTRIES, INC. AND SUBSIDIARIES
----------------------------------------
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
-------------------------------------------------------
Column A Column B
-------- ----------------
Charged to costs
Item and expenses
-------- ----------------
Year ended May 29, 1992:
Maintenance and repairs $5,494,000
Depreciation and amortization of
intangible assets, pre-operating costs
and similar deferrals *
Taxes, other than income and payroll *
Advertising *
Royalties *
Year ended May 28, 1993:
Maintenance and repairs $5,794,000
Depreciation and amortization of
intangible assets, pre-operating costs
and similar deferrals *
Taxes, other than income and payroll *
Advertising *
Royalties *
Year ended June 3, 1994:
Maintenance and repairs *
Depreciation and amortization of
intangible assets, pre-operating costs
and similar deferrals *
Taxes, other than income and payroll *
Advertising *
Royalties *
- -------------------
*Total of expense category was less than 1% of net sales or can be
ascertained from the Company's financial statements.
20
EXHIBIT 3b
BYLAWS
------
OF
--
OXFORD INDUSTRIES, INC.
-----------------------
ARTICLE I
---------
STOCKHOLDERS
------------
Section 1. Annual Meetings. The Annual Meeting of the
stockholders for the election of Directors and for the transaction
of such other business as may properly come before the meeting
shall be held at such place, either within or without the State of
Georgia, on such date, and at such time, as the Board of Directors
may by resolution provide, or if the Board of Directors fails to
provide for such meeting by action by November 1 of any year, then
such meeting shall be held at the principal office of the Company
in Atlanta, Georgia, at 11 a.m. on the third Wednesday in November
of each year, if not a legal holiday under the laws of the State of
Georgia, and if a legal holiday, on the next succeeding business
day.
Section 2. Special Meetings. Special meetings of the stockholders
may be called by the persons specified in the Company's Articles of
Incorporation. Such meetings may be held at such place, either
within or without the State of Georgia, as is stated in the call
and notice thereof.
Section 3. Notice of Meeting. A written or printed notice stating
the place, day and hour of the meeting, and in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall be delivered or mailed by the Secretary of the Company to
each holder of record of stock of the Company at the time entitled
to vote, at his address as appears upon the record of the Company,
not less than 10 nor more than 50 days prior to such meeting. If
the Secretary fails to give such notice within 20 days after the
call of a meeting the person or persons calling such meeting, or
any person designated by them, may give such notice. Notice of
such meeting may be waived in writing by any stockholder.
Attendance at any meeting, in person or by proxy, shall constitute
a waiver of notice of such meeting. Notice of any adjourned
meeting of the stockholders shall not be required.
21
Section 4. Quorum. A majority in interest of the outstanding
capital stock of the Company represented either in person or by
proxy shall constitute a quorum for the transaction of business at
any annual or special meeting of the stockholders. If a quorum
shall not be present, the holders of a majority of the stock
represented may adjourn the meeting to some later time. When a
quorum is present, a vote of a majority of the stock represented in
person or by proxy shall determine any question, except as
otherwise provided by the Articles of Incorporation, these Bylaws,
or by law.
Section 5. Proxies. A stockholder may vote, either in person or
by proxy duly executed in writing by the stockholder. A proxy for
any meeting shall be valid for any adjournment of such meeting.
Section 6. Record Date. The Board of Directors shall have power
to close the stock transfer books of the Company for a period not
exceeding fifty days preceding the date of any meeting of
stockholders or the date for payment of any dividend or the date
for allotment of rights or the date when any change or conversion
or exchange of capital stock shall go into effect; provided,
however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not
exceeding fifty days preceding the date of any meeting of
stockholders or the date for the payment of any dividend, or the
date for allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the stockholders entitled to
such notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend or to any such allotment of
rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, and in such case only such
stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the
Company after any such record date fixed as aforesaid.
ARTICLE II
----------
DIRECTORS
---------
Section 1. Powers of Directors. The Board of Directors shall have
the management of business of the Company, and, subject to any
restriction imposed by law, by the charter, or by these Bylaws, may
exercise all the powers of the corporation.
Section 2. Number of Directors. Effective as of the date of the
1989 Annual Meeting of Stockholders, the Board of Directors shall
consist of 12 members.
Section 3. Meeting of Directors. The Board may by resolution
22
provide for the time and place of regular meetings, and no notice
need by given of such regular meetings. Special Meetings of the
Directors may be called by the Chairman of the Board or by the
President or by at least 30 percent of the Directors.
Section 4. Notice of Meeting. Notice of each meeting of the
Directors shall be given by the Secretary mailing the same at least
five days before the meeting or by telephone or telegraph or in
person at least three days before the meeting, to each Director,
except that no notice need be given of regular meetings fixed by
the resolution of the Board or of the meeting of the Board held at
the place of and immediately following the Annual Meeting of the
stockholders.
Section 5. Executive Committee. The Board may by resolution
provide for an Executive Committee consisting of such Directors as
are designated by the Board. Any vacancy in such Committee may be
filled by the Board. Except as otherwise provided by the law, by
these Bylaws, or by resolution of the full Board, such Executive
Committee shall have and may exercise the full powers of the Board
of Directors during the interval between the meetings of the Board
and wherever by these Bylaws, or by resolution of the stockholders,
the Board of Directors is authorized to take action or to make a
determination, such action or determination may be taken or made by
such Executive Committee, unless these Bylaws or such resolution
expressly require that such action or determination be taken or
made by the full Board of Directors. The Executive Committee shall
by resolution fix its own rules of procedure, and the time and
place of its meetings, and the person or persons who may call, and
the method of call, of its meetings. The Chairman of the Board of
Directors shall be a member of the Executive Committee and shall
act as Chairman thereof.
Section 6. Compensation. A fee and reimbursement for expenses for
attendance at meetings of the Board of Directors or any Committee
thereof may be fixed by resolution of the full Board.
Section 7. Retirement of Directors. Any Director who is also an
employee of the Company, other than the Chief Executive Officer,
shall be ineligible for election or appointment as a Director after
his retirement as an employee or after reaching sixty-five (65)
years of age, whichever occurs first. Any person who has served as
Chief Executive Officer of the Company and any Director who is not
an employee of the Company shall be ineligible for election or
appointment as a Director after reaching seventy-two (72) years of
age.
23
ARTICLE III
-----------
OFFICERS
--------
Section 1. Officers. The officers of the Company shall consist of
a Chairman of the Board of Directors, a President, one or more Vice
Presidents, a Secretary and Treasurer, and such other officers or
assistant officers as may be elected by the Board of Directors.
Any two offices may be held by the same person, except that the
same person shall not be President and Secretary. The Board may
designate a Vice President as an Executive Vice President, and may
designate the order in which the other Vice Presidents may act.
Section 2. Chairman of the Board of Directors. The Chairman of
the Board of Directors shall preside at all meetings of the
stockholders, of the Board of Directors and of the Executive
Committee, unless he designates another officer to preside. He
shall act in a consultative capacity and perform such other duties
as the Board of Directors may from time to time direct.
Section 3. President. Subject to the directions of the Board of
Directors, the President shall be the Chief Executive Officer of
the Company and shall give general supervision and direction to the
affairs of the Company. He shall preside at meetings in case of
the absence or disability of the Chairman of the Board.
Section 4. Vice President. The Vice President shall act in case
of the absence or disability of the Chairman of the Board and the
President. If there is more than one Vice President such Vice
Presidents shall act in the order of precedence as set out by the
Board of Directors, or in the absence of such designation, the
Executive Vice President shall be first in order of precedence.
Section 5. Treasurer. The Treasurer shall be responsible for the
maintenance of proper financial books and records of the Company.
Section 6. Secretary. The Secretary shall keep the minutes of the
meetings of the stockholders, the Directors, and the Executive
Committee and shall have custody of the seal of the corporation.
Section 7. Other Duties and Authorities. Each officer, employee,
and agent shall have such other duties and authorities as may be
conferred on him by the Board of Directors and, subject to any
directions of the Board, by the Chairman of the Board.
Section 8. Removal. Any officer may be removed at any time by the
Board of Directors. A contract of employment for a definite term
shall not prevent the removal of any officer; but this provision
shall not prevent the making of a contract of employment with any
officer and any officer removed in breach of his contract of
employment shall have cause of action therefor.
24
ARTICLE IV
----------
DEPOSITORIES, SIGNATURES AND SEAL
---------------------------------
Section 1. Depositories. All funds of the Company shall be
deposited in the name of the Company in such depositories as the
Board may designate and shall be drawn out on checks, drafts or
other orders signed by such officer, officers, agent or agents as
the Board may from time to time authorize.
Section 2. Contracts. All contracts and other instruments shall
be signed on behalf of the Company by such officer, officers, agent
or agents, as the Board may from time to time by resolution
provide.
Section 3. Seal. The corporate seal of the Company shall be as
follows:
(Imprint Seal)
The seal may be affixed to any instrument by any officer of the
Company and may be lithographed or otherwise printed on any
document with the same force and effect as if it had been imprinted
manually.
25
ARTICLE V
---------
STOCK TRANSFERS
---------------
Section 1. Form and Execution of Certificates. The certificates
of shares of capital stock of the Company shall be in such form as
may be approved by the Board of Directors and shall be signed by
the President or a Vice President and by the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer,
provided that any such certificate may be signed by the facsimile
of the signature of either or both of such officers imprinted
thereon if the same is countersigned by a transfer agent of the
Company, and provided further that certificates bearing a facsimile
of the signature of such officers imprinted thereon shall be valid
in all respects as if such person or persons were still in office,
even though such officer or officers shall have died or otherwise
ceased to be officers.
Section 2. Transfer of Shares. Shares of stock in the Corporation
shall be transferable only on the books of the Company by proper
transfer signed by the holder of record thereof or by a person duly
authorized to sign for such holder of record. The Company or its
transfer agent shall be authorized to refuse any transfer unless
and until it is furnished such evidence as it may reasonable
require showing that the requested transfer is proper.
Section 3. Lost, Destroyed or Mutilated Certificates. The Board
may by resolution provide for the issuance of certificates in lieu
of lost, destroyed or mutilated certificates and may authorize such
officer or agent as it may designate to determine the sufficiency
of the evidence of such loss, destruction or mutilation and the
sufficiency of any security furnished to the Company and to
26
determine whether such duplicate certificate should be issued.
Section 4. Transfer Agent and Registrar. The Board may appoint a
transfer agent or agents and a registrar or registrars of transfer,
and may require that all stock certificates bear the signature of
such transfer agent or such transfer agent and registrar.
ARTICLE VI
----------
INDEMNITY
---------
Section 1. Indemnity. Each person who is now, has been, or who
shall hereafter become a Director or officer of the Corporation,
whether or not then in office, shall be indemnified by the
Corporation against all costs and expenses reasonably incurred by
or imposed upon him in connection with or resulting from any
demand, action, suit or proceedings or threat thereof, to which he
may be made a party as a result or by reason of his being or having
been a Director or officer of the Corporation or of any other
corporation which he serves as a Director or officer at the request
of the Corporation, except in relation to matters as to which a
recovery shall be had against him or penalty imposed upon him by
reason of his having been finally adjudged in such action, suit or
proceedings to have been derelict in the performance of his duties
as such Director or officer. The foregoing right to indemnify
shall include reimbursement of the amounts and expenses paid in
settling any such demand, suit or proceedings or threat thereof
when settling the same appears to the Board of Directors or the
Executive Committee to be in the best interest of the Corporation,
and shall not be exclusive of other rights to which such Director
or officer may be entitled as a matter of law.
ARTICLE VII
-----------
AMENDMENTS
----------
Section 1. Amendments. Except as otherwise provided in the
Articles of Incorporation or in resolutions of the Board of
Directors pursuant to which preferred stock is issued, the Board of
Directors or the stockholders shall have the power to alter, amend
or repeal the Bylaws or to adopt new Bylaws. The stockholders may
prescribe that any Bylaw or Bylaws adopted by them shall not be
altered, amended or repealed by the Board of Directors. Except as
otherwise provided in the Articles of Incorporation or in
resolutions of the Board of Directors pursuant to which preferred
stock is issued, action by the Board of Directors with respect to
the Bylaws shall be taken by the affirmative vote of a majority of
all Directors then holding office, and action by the stockholders
with respect to the Bylaws shall be taken by the affirmative vote
of the holders of a majority of all shares of common stock.
27
ARTICLE VIII
------------
BUSINESS COMBINATIONS
---------------------
Section 1. Business Combinations. All the requirements of Article
11A of the Georgia Business Corporation Code (the "Code"), which
includes Sections 14-2-1131, 14-2-1132 and 14-2-1133 of the Code,
shall be applicable to the Company.
28
EXHIBIT 10e
OXFORD INDUSTRIES, INC.
SUMMARY OF EXECUTIVE MEDICAL REIMBURSEMENT PLAN
FISCAL YEAR ENDED JUNE 3, 1994
The Company provides an Executive Medical Reimbursement plan,
under coverage from an insurance company, for certain executives of
the Company for medical expenses not covered by the Company's
Flexible Medical Plan.
Irrespective of any provisions of the Flexible Medical plan,
the Executive Medical Reimbursement Plan provides that the
insurance company providing coverage under the Plans will pay 100%
of the charges incurred by the participating executive or his
eligible dependent for hospital, surgical, medical or dental
expenses, including expenses relating to vision care, eyeglasses,
hearing examination and hearing aids, Orthodontia, and physicals.
The Executive Medical Reimbursement Plan does not cover (i) the
executive's required contributions under the Flexible Medical Plan,
(ii) the first $250 deductible under the comprehensive medical
expense insurance provisions of the Flexible Medical Plan, (iii)
expenses for non-prescription drugs or medicines, (iv) routine
travel expenses to and from the place of service, and (v) charges
in excess of Usual, Customary and Reasonable allowance.
The aggregate maximum amount payable for any one participating
executive and all his eligible dependents is $10,000 for any one
calendar year.
The cost of the Executive Medical Reimbursement Plan is borne
by the Company.
29
EXHIBIT-11
OXFORD INDUSTRIES, INC.
COMPUTATION OF PER SHARE EARNINGS
---------------------------------
Year Ended
-------------------------------
June 3, 1994 May 28, 1993
------------ ------------
Net earnings $19,201,000 $14,786,000
Average number of shares
outstanding:
Primary 8,817,582 8,873,528
Fully diluted 8,837,850 8,881,251
As reported (1) 8,606,843 8,688,015
Net earnings per
common share:
Primary $2.18 $1.67
Fully Diluted $2.17 $1.66
As Reported (1) $2.23 $1.70
- -------------------
(1) Common stock equivalents (which arise solely from outstanding
stock options) are not materially dilutive and, accordingly, have not
been considered in the computation of reported net earnings per common
share.
Weighted Average Shares O/S 8,603,332
Weighted Average Shares O/S 8,581,949
Weighted Average Shares O/S 8,605,122
Weighted Average Shares O/S 8,634,511
- --------------------------- ---------
12 Months Average 8,606,843
=========
30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND OPERATIONS
RESULTS OF OPERATIONS
FISCAL 1994
Net sales increased 9% from fiscal 1993. In order to achieve
this increase, the Company had to replace approximately
$20,000,000 of fiscal 1993 sales to the discontinued Sears,
Roebuck & Co. catalog business. The Lanier Clothes division
recorded a sales increase of 9%. The Oxford Shirtings division
recorded a sales increase in excess of 19%. In fiscal 1994, the
Company continued to strengthen strategic alliances with its
largest customers. Sales to the Company's fifty largest
customers increased 13.2%.
Cost of goods sold as a percentage of net sales decreased to
79.9% in fiscal 1994 from 80.3% in fiscal 1993. The primary
reasons for this decrease were more effective sourcing and
favorable costing variances combined with a decreased LIFO
charge.
Selling, general and administrative expenses increased by 5.9% to
$91,209,000 in fiscal 1994 from $86,098,000 in fiscal 1993.
Combined with the increase in net sales, the percentage of
selling, general and administrative expenses to net sales
declined to 14.6% in fiscal 1994 from 15% in fiscal 1993. This
decline as a percentage of net sales was the result of the
Company's continued focus on expense control in addition to
efficiencies gained from realizing economies of scale. In spite
of the absorption of start up expenses for the Tommy Hilfiger
dress shirt line (with no sales volume) and the Savane sport
shirt line (with minimal sales volume), the Company still
decreased total expenses as a percent of sales.
Net interest expense as a percentage of net sales was 0.4% in
both fiscal 1994 and fiscal 1993.
As discussed in the notes to financial statements, the Company
adopted SFAS No. 109, Accounting for Income taxes, effective May
29, 1993. This adoption did not have a significant impact on the
Company's financial statements. Income taxes are discussed at
length for all three years in the notes to the consolidated
financial statements.
FISCAL 1993
Net sales increased 8.6% from fiscal 1992. The Company made
significant gains in its core menswear businesses. The Lanier
Clothes division recorded a sales increase in excess of 12%.
The Oxford Shirtings division recorded a sales increase in
excess of 35% to become the Company's largest division. The
31
Private Label Women's Sportswear and Dress divisions posted
moderate declines in sales. In the fourth quarter, the Company
began to feel the adverse effects of the decision by Sears,
Roebuck & Co. to discontinue its catalog business. The Company's
strategy of restructuring the customer base to larger, more
financially stable retailers continued for the year. Sales to
the Company's fifty largest customers rose by 14.6%, while sales
to all other customers declined by 16.3%.
Cost of goods sold as a percentage of net sales increased to
80.3% in fiscal 1993 from 79.8% in fiscal 1992. This increase
reflects a slight initial margin erosion due to intense
competitive pressure.
Selling, general and administrative expenses increased by 1.9% to
$86,098,000 in fiscal 1993 from $84,466,000 in fiscal 1992.
Combined with the increase in net sales, the percentage of
selling, general and administrative expenses to net sales
declined to 15.0% in fiscal 1993, from 16.0% in fiscal 1992.
This was the result of the Company's expense control efforts.
Net interest expense as a percentage of net sales increased to
0.4% in fiscal 1993, from 0.3% in fiscal 1992, due to higher
weighted average short-term borrowings. The increased borrowings
were used primarily to support increased inventory.
FISCAL 1992
Net sales increased 4.3% from fiscal 1991. The increase was
primarily attributable to significant gains in the Company's
Upscale Lines and Private Label Women's Lines which were
partially offset by decreases in the Private Label Women's Lines
and a significant decrease caused by discontinuance of Cos Cob
and JBJ branded women's sportswear and Holbrook men's
shirtings. Fiscal 1992 results reflected increased sales
achieved along with a continued adjustment to the customer base.
The Company de-emphasized the pursuit of small independent
specialty stores and placed greater emphasis on large specialty
chains and department stores.
Cost of goods sold as a percentage of net sales decreased to
79.8% in fiscal 1992, from 80.3% in fiscal 1991. The decrease in
fiscal 1992 resulted primarily from reduced markdowns and
increased manufacturing efficiency, but were partially offset by
an increased LIFO charge and costs associated with opening new
offshore facilities.
Selling, general and administrative expenses as a percentage of
net sales decreased to 16% in fiscal 1992, from 17.3% in fiscal
1991. The decrease resulted primarily from cost savings
associated with discontinued lines, including Cos Cob, JBJ and
Holbrook, as well as the Company's continued expense containment
efforts.
32
Net interest expense as a percentage of net sales declined to
0.3% in fiscal 1992, from 0.6% in fiscal 1991. This decline was
due to the near elimination of short-term borrowings and
scheduled reductions of long-term debt.
FUTURE OPERATING RESULTS
The Company views fiscal 1995 with cautious optimism. The
apparel industry remains highly competitive. While the long-term
economic environment has become less predictable due to increased
globalization, the near term economic environment appears to be
stabilizing. Current uncertainties regarding the future economic
environment that may effect the Company include the budget
deficit, corporate and individual taxes, national health care and
the General Agreement on Tariffs and Trades (GATT) among others.
The Company's backlog of unshipped orders at the end of fiscal
1994 was $156,733,000, more than a 20% increase from the
$129,869,000, at the end of fiscal 1993. These numbers
represent only store orders on hand, and do not include private-
label contract balances. The Company expects sales volume will
increase by 7% to 8% in fiscal 1995 in part fueled by the new
Tommy Hilfiger dress shirt line and the Savane wrinkle-free
sport and dress shirt line. Continued attention to sourcing
effectiveness and expense control should permit net earnings to
increase at a rate somewhat greater than the rate of sales
increase.
LIQUIDITY AND CAPITAL RESOURCES
FISCAL 1994
During fiscal 1994, operating activities generated $19,683,000 in
cash as compared to 1993 when these activities used $5,012,000 in
cash. The primary factors contributing to this change were
increased net earnings and trade payables offset by increased
receivables and increased inventories. The increased receivables
reflect the increased sales in the last two months of fiscal 1994
over fiscal 1993. The increased inventory reflects the Company's
backlog of unshipped orders and the introduction of the Tommy
Hilfiger and Savane shirt lines. The increase in trade
payables primarily supports the increased inventory.
Investing activities used $8,981,000 in fiscal 1994 as compared
to $6,226,000 in fiscal 1993. The primary differences resulted
from increased capital expenditures for additions or replacement
of worn or obsolete machinery and equipment and upgrading
management information systems. A substantial part of this
increase was for equipment relating to the "wrinkle-free" process
for the slacks and shirtings divisions. In fiscal 1993, proceeds
from the sale of previously idled facilities helped offset some
of the capital expenditures. There were no similar significant
proceeds from the sale of capital assets in 1994.
Net financing activities used $10,729,000 in fiscal 1994 which
included scheduled payments on long-term debt, dividends on
common stock and the purchase and retirement of 125,700 shares of
the Company's common stock, all of which were purchased on the
open market or in negotiated transactions. Sources included
short-term borrowings and proceeds from the net issuance of
78,437 shares of the Company's stock due to the exercise of
employee stock options.
FISCAL 1993
During fiscal 1993, operating activities used $5,012,000 in cash
as compared to 1992 when these activities generated $3,817,000 in
cash. The primary factors contributing to this change were
increased inventories and a reduction in trade accounts payable,
which were partially offset by increased net income. Most of the
increase in inventory occurred in the fourth quarter, and was
related to private label finished goods, which are covered by
contracts with major customers.
Investing activities used $6,226,000 in fiscal 1993, as compared
to $4,671,000 in fiscal 1992. The primary difference resulted
from increased capital expenditures for additions or replacement
of worn or obsolete machinery and equipment and upgrading
management information systems. In 1993, proceeds from the sale
of previously idled facilities helped offset some of the
increased capital expenditures.
33
Net financing activities generated $6,083,000 in fiscal 1993,
which included increased short-term borrowings to finance
increased working capital requirements, and the net issuance of
37,569 shares due to the exercise of employee stock options.
Uses of funds included payment of dividends on common stock,
scheduled payments on long-term debt, and the purchase and
retirement of 162,404 shares of Company common stock, all of
which were purchased on the open market or in negotiated
transactions.
FISCAL 1992
During fiscal 1992, operating activities generated $3,817,000 as
compared to fiscal 1991, when these activities generated
$44,724,000 in cash. The primary factors contributing to this
decrease were increased accounts receivable and inventories,
which were somewhat offset by higher net earnings and an increase
in trade payables. The increase in accounts receivable reflected
the increased sales in the last two months of the year over
fiscal 1991. The increase in inventories anticipated increased
sales as reflected in the Company's increased backlog of
unshipped orders to $123,519,000 at the end of fiscal 1992, from
$102,505,000 in fiscal 1991. The bulk of the increase in
34
inventory was in raw materials and work in process. The trade
payables increase primarily supported the increase in inventory.
Investing activities used $4,671,000 as compared to $5,948,000 in
fiscal 1991. The bulk of these investments were for additions or
replacement of worn or obsolete machinery and equipment,
upgrading management information systems and offshore plant
construction.
Financing activities used $9,893,000 which included dividends on
common stock, scheduled payments on long-term debt, the purchase
and retirement of 80,735 shares of Company common stock on the
open market and the net issuance of 35,822 shares due to the
exercise of employee stock options.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
The Company believes it has the ability to generate cash to meet
its foreseeable needs. The sources of funds primarily include
funds provided by operations and short-term borrowings. The uses
of funds primarily include working capital requirements, capital
expenditures, dividends and repayment of long-term debt. The
Company regularly utilizes committed bank lines of credit and
other uncommitted bank resources to meet capital needs. At the
end of fiscal 1994, the Company had committed bank lines of
$20,000,000 and uncommitted bank lines of $122,000,000. At the
end of fiscal 1994, $10,000,000 was outstanding under the
commited lines of credit, and $9,500,000 was outstanding under
the uncommitted lines.
Capital expenditures in 1995 will consist of improved management
information systems and the replacement of worn or obsolete
equipment. In addition, capital expenditures for fiscal 1995
will include equipment relating to the "wrinkle-free" process for
the slacks and shirtings divisions.
The Company will continue to purchase shares of its own common
stock on the open market and in negotiated trades as conditions
and opportunities warrant. The Company will also consider
possible acquisitions of apparel-related businesses that are
compatible with its long-term strategies. There are no present
plans to borrow additional long-term funds, sell securities or
obtain off-balance sheet financing.
35
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The management of Oxford Industries, Inc. is responsible for
the integrity and objectivity of the consolidated financial
statements and other financial information presented in this
report. These statements have been prepared in conformity with
generally accepted accounting principles consistently applied and
include amounts based on the best estimates and judgements of
management.
Oxford maintains a system of internal accounting controls
designed to provide reasonable assurance, at a reasonable cost,
that assets are safeguarded against loss or unauthorized use and
that the financial records are adequate and can be relied upon to
produce financial statements in accordance with generally
accepted accounting principles. The internal control system is
augmented by written policies and procedures, an internal audit
program and the selection and training of qualified personnel.
This system includes policies that require adherence to ethical
business standards and compliance with all applicable laws and
regulations.
The consolidated financial statements for the years ended
June 3, 1994, May 28, 1993 and May 29, 1992 have been audited by
Arthur Andersen & Co., independent public accountants. In
connection with its audits, Arthur Andersen & Co. develops and
maintains an understanding of Oxford's accounting and financial
controls and conducts tests of Oxford's accounting systems and
other related procedures as it considers necessary to render an
opinion on the financial statements.
The Audit Committee of the Board of Directors, composed
solely of outside directors, meets periodically with Oxford's
management, internal auditors and independent public accountants
to review matters relating to the quality of financial reporting
and internal accounting controls, and the independent nature,
extent and results of the audit effort. The Committee recommends
to the Board appointment of the independent public accountants.
Both the internal auditors and the independent public accountants
have access to the Audit Committee, with or without the presence
of management.
R. William Lee, Jr.
Executive Vice President
and Chief Financial Officer
36
Report of Independent Public Accountants
To the Board of Directors and the Stockholders of
Oxford Industries, Inc.
We have audited the accompanying consolidated balance sheets of Oxford
Industries, Inc. (a Georgia corporation) and Subsidiaries as of June 3,
1994 and May 28, 1993 and the related consolidated statements of earnings,
stockholders' equity, and cash flows for each of the three years in the
period ended June 3, 1994. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on the financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 financial statements referred to above present fairly,
in all material respects, the financial position of Oxford Industries, Inc.
and subsidiaries as of June 3, 1994 and May 28, 1993 and the results of
their operations and their cash flows for each of the three years in the
period ended June 3, 1994 in conformity with generally accepted accounting
principles.
Arthur Andersen & Co.
Atlanta, Georgia
July 15, 1994
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
OXFORD INDUSTRIES, INC. AND SUBSIDIARIES
Years Ended June 3, 1994, May 28, 1993 and May 29, 1992
A. Summary of Significant Accounting Policies:
1. Principal Business Activity--Oxford Industries, Inc. (the "Company") is
engaged in the design, manufacture and sale of consumer apparel for men,
women and children.
2. Principles of Consolidation--The consolidated financial statements
include the accounts of the Company and all of its subsidiaries. All
material inter-company balances, transactions and profits have been
eliminated.
3. Fiscal Period--The Company's fiscal closing date is the Friday nearest
May 31. The fiscal year includes operations for a 53-week period in 1994,
and a 52-week period in 1993 and 1992.
4. Revenue Recognition--Revenue is recognized when goods are shipped.
5. Statement of Cash Flows--The Company considers cash equivalents to be
short-term investments with original maturities of three months or less.
6. Inventories--Inventories are principally stated at the lower of cost
(last-in, first-out method, "LIFO") or market.
7. Property, Plant and Equipment--Depreciation and amortization of
property, plant and equipment are provided on both straight-line (primarily
buildings) and accelerated methods over the estimated useful lives of the
assets as follows:
Buildings and improvements 7-40 years
Machinery and equipment 3-15 years
Office fixtures and equipment 3-10 years
Autos and trucks 2-6 years
Leasehold improvements Life of Lease
8. Income Taxes--Effective May 29, 1993, the Company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" in
which deferred tax liabilities and assets are determined based on the
difference between financial and tax bases of assets and liabilities using
enacted tax rates in effect for the year in which the differences are
expected to reverse. The adoption did not have a significant impact on the
Companies financial statements.
9. Financial Instruments--The fair values of financial instruments closely
approximate their carrying values.
38
B. Inventories:
The components of inventories are summarized as follows:
$ in thousands June 3, 1994 May 28, 1993
Finished goods $ 59,784 $55,733
Work in process 22,549 19,931
Fabric 24,967 20,484
Trim and supplies 7,165 6,445
$114,465 $102,593
======== =======
The excess of replacement cost over the value of inventories based
upon the LIFO method was $35,644,000 at June 3, 1994 and $36,667,000 at May
28, 1993.
For fiscal year 1994, net income was increased by approximately
$609,000 ($.07 per share) as a result of using the LIFO method as compared
to using the first-in, first-out method. During 1993 and 1992, net income
was reduced by approximately $757,000 ($.09 per share) and $683,000 ($.08
per share) respectively, as a result of using the LIFO method.
During fiscal 1993 and 1992, inventory quantities were reduced, which
resulted in a liquidation of LIFO inventory layers carried at lower costs
which prevailed in prior years. The effect of the liquidations was to
decrease cost of goods sold by approximately $124,000 and to increase net
earnings by $75,000 or $.01 per share. The effect of the liquidations for
1992 was to decrease cost of goods sold by $1,205,000 and to increase net
earnings by $735,000 or $.08 per share. There were no significant
liquidations of LIFO inventories in 1994.
C. Property, Plant and Equipment:
Property, plant and equipment, carried at cost, is summarized as follows:
$ in thousands June 3, 1994 May 28, 1993
Land $ 1,374 $ 1,374
Buildings 32,508 31,131
Machinery and equipment 65,206 61,990
Leasehold improvements 3,782 3,299
102,870 97,794
Less accumulated depreciation
and amortization 69,653 66,767
$ 33,217 $31,027
======== =======
39
D. Notes Payable and Long-Term Debt:
The Company had available for its use lines of credit with several lenders
aggregating $20,000,000 at June 3, 1994. The Company has agreed to pay
commitment fees for these available lines of credit. At June 3, 1994,
$10,000,000 was in use under these lines at various rates approximating
4.5%. In addition, the Company has $122,000,000 in uncommitted lines of
credit, of which $47,000,000 is reserved exclusively for letters of credit.
The Company pays no commitment fees for these available lines of credit.
At June 3, 1994, $9,500,000 was in use under these lines of credit at
various rates approximating 4.5%.
A summary of long-term debt is as follows:
$ in thousands June 3, 1994 May 28, 1993
Note payable to insurance company,
8.62%, due in annual installments
through May 1996 $ 7,500 $11,250
Industrial revenue bonds and mortgage
notes at fixed rates of 6.1% to
7.25% and varying rates of 73% to
86% of prime rate (prime was 7.25%
at June 3, 1994), due in varying
installments to 2016 10,240 11,403
17,740 22,653
Less current maturities 5,352 4,865
$12,388 $17,788
======= =======
The note payable to the insurance company contains various covenants
including restrictions on the amount of retained earnings available for
dividends and certain other payments, and requires tangible net worth to be
not less than $90,000,000. Retained earnings of $19,471,000 at June 3,
1994 were unrestricted.
Property, plant and equipment with an aggregate carrying amount at
June 3, 1994 of approximately $6,385,000 is pledged as collateral on the
industrial revenue bonds.
The aggregate maturities of long-term debt are as follows:
$ in thousands
Fiscal year
1995 $ 5,352
1996 4,849
1997 2,112
1998 2,942
1999 612
Thereafter 1,873
$17,740
=======
40
E. Commitments and Contingencies:
The Company has operating lease agreements for buildings, sales offices and
equipment with varying terms to 2006. The total rent expense under all
leases was approximately $4,883,000 in 1994, $5,654,000 in 1993 and
$5,932,000 in 1992.
The aggregate minimum rental commitments for all non-cancellable
operating leases with terms of more than one year are as follows:
$ in thousands
Fiscal year:
1995 $ 3,816
1996 2,788
1997 1,639
1998 1,314
1999 1,160
Thereafter 1,950
$12,667
=======
The Company is also obligated under certain apparel license and design
aggreements to make future minimum payments as follows:
$ in thousands
Fiscal Year:
1995 $ 3,236
1996 3,241
1997 3,498
1998 2,700
1999 2,700
15,375
=======
The Company uses letters of credit to facilitate certain apparel
purchases. The total amount of letters of credit outstanding at June 3,
1994 was approximately $36,000,000.
The Company is involved in certain legal matters primarily arising in
the normal course of business. In the opinion of management, the Company's
liability under any of these matters would not materially affect its
financial condition or results of operations.
41
F. Stock Options:
A summary of changes in stock options is as follows:
Number of Shares
1994 1993 1992
Outstanding, beginning of year 407,740 268,190 313,700
Granted 6,500 185,000 -
Cancelled (2,280) (6,860) (8,240)
Exercised (82,380) (38,590) (37,270)
Outstanding, end of year 329,580 407,740 268,190
===============================
Options have been granted at prices equal to 100% of the market price
of Oxford common stock at dates of grant. Stock options outstanding as of
June 3, 1994 are as follows:
Date of Number of Price Expiration
Option Grant Shares Per Share Date
Jan. 7, 1991 145,960 $ 7.00 Jan. 7, 1996
Jan. 14, 1991 8,060 $ 7.00 Jan. 14, 1996
Mar. 28, 1991 2,000 $ 9.81 Mar. 28, 1996
July 13, 1992 167,060 $15.38 July 13, 1997
July 12, 1993 5,000 $15.94 July 12, 1998
Sept. 9, 1993 500 $20.38 Sept. 9, 1998
Nov. 10, 1993 1,000 $22.88 Nov. 10, 1998
329,580
=======
As of June 3, 1994, 146 employees held stock options. At June 3, 1994,
options for 62,880 shares were exercisable and an additional 510,480 shares
were reserved for issuance pursuant to options that could be granted in the
future.
G. Significant Customers:
Approximately 24% in 1994, 28% in 1993 and 24% in 1992 of the Company's
revenues were derived from sales to a national retail chain. Approximately
10% in 1994, and 7% in both 1993 and 1992 of the Company's revenues were
derived from sales to another national retail chain.
H. Retirement Plans:
The Company has retirement savings programs covering substantially all
full-time U.S. employees. If a participant decides to contribute, a
portion of the contribution is matched by the Company. Total expense under
these programs was $1,412,000 in 1994, $1,372,000 in 1993 and $1,328,000 in
1992.
42
I. Income Taxes:
The provision (benefit) for income taxes includes the following:
$ in thousands 1994 1993 1992
Current:
Federal $11,164 $7,983 $8,146
State 1,938 1,114 1,150
13,102 9,097 9,296
Deferred (31) 657 (1,284)
$13,071 $9,754 $8,012
=====================================
Reconciliations of the U.S. federal statutory income tax rates and the
Company's effective tax rates are summarized as follows:
1994 1993 1992
Statutory rate 35.0% 34.0% 34.0%
State income taxes - net of
federal income tax benefit 3.9 4.5 4.5
Tax credits (0.1) (0.2) (0.7)
Other items - net 1.7 1.4 1.2
Effective rate 40.5% 39.7% 39.0%
==================================
43
Deferred income taxes result from accounting for certain transactions
in different periods for financial and tax reporting purposes. The sources
and income tax effect of these differences are as follows:
1994 1993 1992
Depreciation (41) (132) (589)
Lease termination 10 72 (133)
Inventory valuation 300 71 (761)
Group insurance 329 (128) 188
Compensation (27) (164) (263)
Other, net (602) 938 274
$(31) $657 $(1,284)
====================================
Effective May 29, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109).
This statement requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have
been included in the financial statements. The adoption did not have a
significant impact on the Company's financial statements.
Deferred tax assets and liabilities as of June 3, 1994, and at time of
adoption, May 29, 1993, computed under SFAS 109, are comprised of the
following ($ in thousands):
Deferred Tax Assets: June 3, 1994 May 29, 1993
Inventory $ 1,966 $ 2,266
Compensation 1,829 1,802
Group insurance 622 951
Allowance for bad debts 919 802
Lease termination 590 600
Other, net 1,552 507
------- -------
Deferred Tax Assets 7,478 6,928
Deferred Tax Liabilities:
Depreciation - property, plant & equipment 1,691 1,732
Foreign 800 913
Other, net 1,368 695
-------- -------
Deferred Tax Liabilities 3,859 3,340
Net Deferred Tax Asset $ 3,619 $ 3,588
====== ======
44
J. Equity and Earnings Per Share:
Earnings per share is computed based on the weighted average number of
shares of common stock outstanding of 8,606,843 in 1994, 8,688,015 in 1993
and 8,801,920 in 1992. The dilutive effect of stock options outstanding in
1994, 1993 and 1992 was not material for purposes of this calculation.
K. Summarized Quarterly Data (Unaudited):
Following is a summary of the quarterly results of operations for the years
ended June 3, 1994, May 28, 1993 and May 29, 1992:
Fiscal Quarter
$ in thousands, except
per share amounts First Second Third Fourth Total
1994 *
Net sales $148,711 $178,737 $143,141 $153,979 $624,568
Gross profit 29,337 35,066 29,229 32,146 125,778
Net earnings 3,982 5,829 4,474 4,916 19,201
Earnings per share 0.46 0.68 0.52 0.57 2.23
1993 *
Net sales $134,300 $163,565 $140,651 $134,353 $572,869
Gross profit 26,429 31,810 27,602 27,060 112,901
Net earnings 3,114 4,617 3,459 3,596 14,786
Earnings per share 0.36 0.53 0.40 0.41 1.70
1992 *
Net sales $122,988 $142,559 $125,755 $136,371 $527,673
Gross profit 25,085 28,565 25,701 27,362 106,713
Net earnings 2,642 3,748 2,922 3,220 12,532
Earnings per share 0.30 0.43 0.33 0.36 1.42
* Includes a favorable fourth-quarter after tax LIFO adjustment of
$1,769,000 ($.21 per share) in 1994, $654,000 ($.08 per share) in 1993 and
$415,000 ($.04 per share) in 1992.
Net Sales by Product Class
The following table sets forth separately in percentages net sales by class
of similar products for each of the last three fiscal years:
1994 1993 1992
Net Sales:
Menswear 73% 73% 70%
Womenswear 27% 27% 30%
100% 100% 100%
==============================
Common Stock Information:
Market Price on the Quarterly Cash Dividend
New York Stock Exchange Per Share
Fiscal 1994 Fiscal 1993 Fiscal 1994 Fiscal 1993
High Low High Low
1st Quarter 21 15 1/8 27 14 3/8 .165 .15
2nd Quarter 24 20 19 5/8 15 1/2 .165 .15
3rd Quarter 29 3/4 22 1/8 22 1/2 15 3/4 .18 .165
4th Quarter 34 1/2 30 20 1/2 15 3/4 .18 .165
At the close of fiscal 1994, there were 959 stockholders of record.
45
Oxford Industries, Inc. and Subsidiaries
Consolidated Balance Sheets
Year Ended
$ in thousands except share amounts June 3, 1994 May 28, 1993
Assets
Current Assets:
Cash and cash equivalents $ 3,227 $ 3,254
Receivables, less allowance for
doubtful accounts of $2,300 and $1,993
in 1994 and 1993, respectively 75,165 68,093
Inventories 114,465 102,593
Prepaid expenses 12,402 11,698
Total Current Assets 205,259 185,638
Property, Plant and
Equipment, Net 33,217 31,027
Other Assets, Net 1,471 1,562
Total Assets $239,947 $218,227
======== ========
Liabilities and Stockholders' Equity
Current Liabilities:
Notes payable 19,500 18,500
Trade accounts payable 45,023 34,629
Accrued compensation 11,687 11,304
Other accrued expenses 12,977 11,072
Dividends payable 1,555 1,433
Current maturities of long-term debt 5,352 4,865
Total Current Liabilities 96,094 81,803
Long-Term Debt, less current
maturities 12,388 17,788
Deferred Income Taxes 3,730 3,304
Commitments and Contingencies (Note E)
Stockholders' Equity:
Common stock* 8,638 8,685
Additional paid-in capital 6,153 5,193
Retained earnings 112,944 101,454
Total Stockholders' Equity 127,735 115,332
Total Liabilities and Stockholders' Equity $239,947 $218,227
======== ========
* Par value $1 per share; authorized 30,000,000 shares; issued and
outstanding shares: 8,637,665 in 1994 and 8,684,928 in 1993.
See notes to consolidated financial statements.
46
Oxford Industries, Inc. and Subsidiaries
Consolidated Statements of Earnings
Year Ended
$ in thousands except June 3, 1994 May 28, 1993 May 29, 1992
per share amounts ------------ ------------ ------------
Net Sales $624,568 $572,869 $527,673
Costs and Expenses:
Cost of goods sold 498,790 459,968 420,960
Selling, general and administrative 91,209 86,098 84,466
Interest, net 2,297 2,263 1,703
-------- -------- --------
592,296 548,329 507,129
Earnings Before Income Taxes 32,272 24,540 20,544
Income Taxes 13,071 9,754 8,012
-------- -------- --------
Net Earnings $ 19,201 $ 14,786 $ 12,532
======== ======== ========
Net Earnings Per Common Share $2.23 $1.70 $1.42
======== ======== ========
See notes to consolidated financial statements.
47
Oxford Industries, Inc. and Subsidiaries
Consolidated Statements of Stockholders' Equity
Additional
$ in thousands Common Paid-In Retained
except per share amounts Stock Capital Earnings Total
Balance, May 31, 1991 8,855 4,828 87,527 101,210
Net earnings - - 12,532 12,532
Purchase and retirement
of common stock (81) (44) (843) (968)
Exercise of stock options 36 270 (26) 280
Cash dividends $.55
per share - - (4,840) (4,840)
--------- --------- --------- ---------
Balance, May 29, 1992 8,810 5,054 94,350 108,214
Net earnings 14,786 14,786
Purchase and retirement
of common stock (162) (94) (2,193) (2,449)
Exercise of stock options 37 233 (19) 251
Cash dividends, $.63
per share (5,470) (5,470)
--------- --------- --------- ---------
Balance, May 28, 1993 $ 8,685 $ 5,193 $101,454 $115,332
Net earnings 19,201 19,201
Purchase and retirement
of common stock (125) (75) (1,685) (1,885)
Exercise of stock options 78 1,035 (88) 1,025
Cash dividends, $.69
per share (5,938) (5,938)
--------- --------- --------- ---------
Balance, June 3, 1994 8,638 6,153 112,944 127,735
========= ========= ========= =========
See notes to consolidated financial statements.
48
Oxford Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
June 3, May 28, May 29,
$ in thousands Year ended: 1994 1993 1992
------- ------- -------
Cash Flows from Operating Activities:
Net earnings $19,201 $14,786 $12,532
Adjustments to reconcile net earnings
to net cash provided by (used in) operating activities
Depreciation and amortization 7,041 6,457 6,254
(Gain) loss on sale of property, plant
and equipment (211) (488) 33
Changes in working capital:
Receivables (7,072) (935) (7,470)
Inventories (11,872) (20,572) (15,359)
Prepaid expenses (704) (1,851) (1,200)
Trade accounts payable 10,394 (3,734) 8,353
Accrued expenses and other
current liabilities 2,428 1,078 1,122
Income taxes payable - (402) (324)
Deferred income taxes 426 1,162 250
Other noncurrent assets 52 (513) (374)
------- ------- -------
Net cash flows provided by (used
in) operating activities 19,683 (5,012) 3,817
Cash Flows from Investing Activities:
Purchase of property, plant
and equipment (9,395) (8,050) (5,439)
Proceeds from sale of property,
plant and equipment 414 1,824 768
------- ------- -------
Net cash (used in) investing activities (8,981) (6,226) (4,671)
Cash Flows from Financing Activities:
Short-term borrowings 1,000 18,500 -
Payments on long-term debt (4,913) (4,733) (4,576)
Proceeds from exercise of options 1,025 251 280
Purchase and retirment of common stock (1,885) (2,449) (968)
Dividends on common stock (5,956) (5,486) (4,629)
------- ------- -------
Net cash (used in) provided by
financing activities (10,729) 6,083 (9,893)
Net change in cash and cash equivalents (27) (5,155) (10,747)
Cash and cash equivalents at beginning
of period 3,254 8,409 19,156
------- ------- -------
Cash and cash equivaltents at end of
period $3,227 $3,254 $8,409
======= ======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ 2,315 $ 2,312 $ 1,701
Income taxes 11,443 10,868 9,424
======= ======= =======
See notes to consolidated financial statements
49
DIRECTORS AND OFFICERS
DIRECTORS
J. Hicks Lanier
Chairman and President
Ben B. Blount
Executive Vice President
Cecil D. Conlee
President
CGR Advisors
(real estate advisory service)
John B. Ellis
Private investor;
former Senior Vice President
Genuine Parts Company
(automotive replacement parts)
Thomas Gallagher
President
Genuine Parts Company
(automotive replacement parts)
Bradley Hale
Former Partner, Retired
King & Spalding
(attorneys)
Clifford M. Kirtland, Jr.
Private Investor;
former Chairman
Cox Communications, Inc.
(television and radio broadcasting)
J. Reese Lanier
Self-employed in farming
and related businesses
R. William Lee, Jr.
Executive Vice President
Knowlton J. O'Reilly
Group Vice President
Robert E. Shaw
President and Chief Executive Officer
Shaw Industries, Inc.
(carpet manufacturing and marketing)
Robert Strickland
Former Chairman of the Board, Retired
Sun Trust Banks, Inc.
(bank holding company)
OFFICERS
J. Hicks Lanier
Chairman and President
Ben B. Blount, Jr.
Executive Vice President
Planning and Development
R. William Lee, Jr.
Executive Vice President
Finance and Administration
Knowlton J. O'Reilly
Group Vice President
John A. Baumgartner, Jr.
Vice President
Information Systems
Joseph H. Kraft
Vice President
Human Resources
Debra A. Pauli
Controller
James W. Wold
Treasurer
David K. Ginn
General Counsel and Secretary
50
Division Presidents
L. Wayne Brantley
President, Lanier Clothes
Donald S. Carswell
President, Polo for Boys
Daniel J. Chin
President, Oxford Dresses
R. Larry Johnson
President, Oxford Slacks
Debra S. Malbin
President, Jhane Barnes and Renny
Theodore R. Mendelson
President, B.J. Design Concepts
Knowlton J. O'Reilly
President, Oxford Sportswear Separates
James M. Pressley
President, Oxford Sportswear Collections
Robert C. Skinner
President, Oxford Shirtings
51
Corporate Information
Executive Offices Auditors
222 Piedmont Avenue, N.E. Arthur Andersen & Co.
Atlanta, GA 30308
Transfer Agent and Registrar
Telephone: (404) 659-2424 Trust Company Bank, Atlanta
Facsimile: (404) 653-1545
Stock Listing
The common stock of Oxford Industries, Inc. is listed on the New York Stock
Exchange. Ticker Symbol: OXM
A copy of the Company's Form 10-K Annual Report filed with the Securities
and Exchange Commission will be furnished without charge to any stockholder
upon writted request to the Corporate Secretary, Oxford Industries, Inc.,
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308.
Oxford Industries, Inc. is an Equal Opportunity Employer with an
Affirmative Action Program.
52
SELECTED FINANCIAL DATA
OXFORD INDUSTRIES, INC.
$ and shares in thousands
except per share amounts
Year Ended June 3, 1994 May 28, 1993 May 29, 1992 May 31, 1991 June 1, 1990
Net Sales $624,568 $572,869 $527,673 $505,845 $550,434
Cost of Goods Sold 498,790 459,968 420,960 406,108 444,105
Selling, General and Administr 91,209 86,098 84,466 87,762 89,997
Interest 2,297 2,263 1,703 3,024 3,491
Earnings (Loss) Before Income 32,272 24,540 20,544 8,951 12,841
Income Taxes 13,071 9,754 8,012 3,410 4,892
Net Earnings (Loss) 19,201 14,786 12,532 5,541 7,949
Net Earnings (Loss) Per Common 2.23 1.70 1.42 0.62 0.82
Average Number of Shares Outst 8,607 8,688 8,802 9,000 9,695
Dividends 5,938 5,470 4,840 4,487 4,817
Dividends Per Share 0.69 0.63 0.55 0.50 0.50
Total assets 239,947 218,227 199,254 187,214 208,429
Long-term obligations 12,388 17,788 22,693 27,309 31,962
Stockholders equity 127,735 115,332 108,214 101,210 103,660
Capital Expenditures 9,395 8,050 5,439 6,433 5,849
Book Value Per Share at Year-E 14.79 13.28 12.28 11.43 11.19
Return on Average Stockholders 15.8% 13.2% 12.0% 5.4% 7.5%
Return on Average Total Assets 8.4% 7.1% 6.5% 2.8% 3.8%
53
EXHIBIT-24
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in Oxford Industries, Inc.'s previously
filed Registration Statements No. 2-76870 and No. 33-7231 of (1)
our report dated July 15, 1994 appearing on page 15 of the
Corporation's 1994 Annual Report to Stockholders which is
incorporated by reference in the Corporation's Annual Report on
Form 10-K for the year ended June 3, 1994, and (2) our report on
schedules dated July 15, 1994 appearing on page 17 of the
Corporation's Annual Report on Form 10-K for the year ended June 3,
1994.
ARTHUR ANDERSEN & CO.
Atlanta, Georgia
August 26, 1994
54
EXHIBIT 25
ELECTRONIC SUMMARY - POWER OF ATTORNEY
Each of the undersigned, a director of Oxford Industries, Inc.
(the "Company"), does hereby constitute and appoint David K. Ginn
and Thomas Caldecort Chubb, III, his true and lawful attorney-in-
fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, to sign
the Company's Form 10-K Annual Report pursuant to Section 13 of the
Securities Exchange Act of 1934 for the fiscal year ended June 3,
1994 and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto the attorneys-in-fact full power and
authority to sign such documents on behalf of the undersigned and
to make such filing, as fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that the attorneys-in-fact, or his substitutes, may
lawfully do or cause to be done by virtue hereof.
Dated: July 18, 1994
Oxford Industries, Inc.
BEN B. BLOUNT, JR. CECIL D. CONLEE
- ------------------------------ ------------------------------
Ben B. Blount, Jr. Cecil D. Conlee
Director Director
JOHN B. ELLIS TOM GALLAGHER
- ------------------------------ ------------------------------
John B. Ellis Tom Gallagher
Director Director
BRADLEY HALE CLIFFORD M. KIRTLAND, JR.
- ------------------------------ ------------------------------
Bradley Hale Clifford M. Kirtland, Jr.
Director Director
J. REESE LANIER KNOWLTON J. O'REILLY
- ------------------------- ------------------------------
J. Reese Lanier Knowlton J. O'Reilly
Director Director
ROBERT E. SHAW ROBERT STRICKLAND
- ------------------------- ------------------------------
Robert E. Shaw Robert Strickland
Director Director
55
EXHIBIT 99
INDEX OF EXHIBITS
INCLUDED HEREIN, FORM 10-K
JUNE 3, 1994
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- -------------------------------------------------------------------------
3(b) By laws of the Company 20-27
10(e) Summay of Executive Medical Reimbursement
Plan. 28
11 Statement re computation of per share earnings. 29
13 1994 Annual Report to Stockholders (furnished for
the information of the Commission and not deemed
"filed" or part of this Form 10-K except for those
portions expressly incorporated herein by
reference). 30-52
24 Consent of Arthur Andersen & Co. to the incorporation
by reference in Form S-8 Registration Statements
No. 2-76870 and No. 33-7231 of its reports dated
July 18, 1994. 53
25 Powers of Attorney. 54
