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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] Quarterly Report Pursuant To Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarterly period ended December 1, 1995
----------------
OR
[ ] Transition Report Pursuant To Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the transition period from to
-------------- --------------
Commission File Number 1-4365
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OXFORD INDUSTRIES, INC.
-----------------------
(Exact name of registrant as specified in its charter)
Georgia 58-0831862
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
---------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(404) 659-2424
--------------
(Registrant's telephone number, including area code)
Not Applicable
---------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
------- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of shares outstanding
Title of each class as of January 8, 1996
- --------------------------- ----------------------------
Common Stock, $1 par value 8,801,921
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
- ------------------------------
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF EARNINGS
SIX MONTHS AND QUARTERS ENDED DECEMBER 1, 1995 AND DECEMBER 2, 1994
(UNAUDITED
)
Six Months Ended Quarter Ended
--------------------------- --------------------------
$ in thousands except December 1, December 2, December 1, December 2,
per share amounts 1995 1994 1995 1994
- --------------------- ------------ ------------ ------------ ------------
Net Sales $376,320 $357,471 $187,066 $192,167
-------- -------- -------- --------
Costs and Expenses:
Cost of Goods Sold 312,353 288,490 155,222 155,058
Selling, General and
Administrative 50,914 48,918 25,596 25,870
Provision for
environmental
remediation 4,500 - - -
Interest 3,717 1,705 1,876 1,041
-------- -------- -------- --------
Total Costs and Expenses 371,484 339,113 182,694 181,969
-------- -------- -------- --------
Earnings Before
Income Taxes 4,836 18,358 4,372 10,198
Income Taxes 1,935 7,435 1,749 4,131
-------- -------- -------- --------
Net Earnings $2,901 $10,923 $2,623 $6,067
======== ======== ======== ========
Net Earnings
Per Common Share $ .33 $1.26 $0.30 $0.70
===== ===== ==== =====
Average Number of Shares
Outstanding 8,707,324 8,655,613 8,714,170 8,665,610
========= ========= ========= =========
Dividends Per Share $0.40 $0.36 $0.20 $0.18
===== ====== ===== =====
See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 1, 1995, JUNE 2, 1995 AND DECEMBER 2, 1994
(UNAUDITED EXCEPT FOR JUNE 2, 1995)
December 1, June 2, December 2,
$ in thousands 1995 1995 1994
- -------------- ------------------------------------------
Assets
Current Assets:
Cash $ 4,254 $ 2,225 $ 5,278
Receivables 95,674 83,962 107,226
Inventories:
Finished Goods 81,981 96,013 57,308
Work in Process 17,493 31,014 28,003
Fabric, Trim & Supplies 30,896 42,951 31,405
-------- -------- --------
130,370 169,978 116,716
Prepaid expenses 14,565 13,023 10,627
-------- -------- --------
Total Current Assets 244,863 269,188 239,847
Property, Plant & Equipment 38,961 38,650 33,212
Other Assets 7,600 1,190 1,375
-------- -------- --------
$291,424 $309,028 $274,434
======== ======== ========
Liabilities and Stockholders' Equity
Current Liabilities:
Notes Payable $ 38,000 $ 43,500 $ 46,500
Trade Accounts Payable 36,022 54,331 44,586
Accrued Compensation 7,784 8,235 10,137
Other Accrued Expenses 13,580 13,039 14,796
Dividends Payable 1,745 1,739 1,561
Income Taxes - - 793
Current maturities of
long-term debt 4,625 4,732 4,855
-------- -------- --------
Total Current Liabilities 101,756 125,576 123,228
Long-Term Debt,
less current maturities 48,953 47,011 11,185
Non-Current liabilities 4,500 - -
Deferred Income Taxes 3,825 3,862 3,878
Stockholders' Equity:
Common Stock 8,730 8,694 8,672
Additional paid-in capital 7,419 7,020 6,746
Retained Earnings 116,241 116,865 120,725
-------- -------- --------
Total Stockholders' Equity 132,390 132,579 136,143
-------- -------- --------
$291,424 $309,028 $274,434
======== ======== ========
See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED DECEMBER 1, 1995 AND DECEMBER 2, 1994
(UNAUDITED)
Six Months Ended
-------------------------------
December 1, December 2,
$ in thousands 1995 1994
- -------------- ------------------------------
Cash Flows From Operating Activities
- ------------------------------------
Net earnings $ 2,901 $ 10,923
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 3,972 3,683
Gain on sale of property, plant and equipment (47) (177)
Changes in working capital:
Receivables (9,626) (32,061)
Inventories 40,639 (2,251)
Prepaid expenses (1,535) 1,775
Trade accounts payable (19,135) (437)
Accrued expenses and other current liabilities 90 275
Income taxes payable - 793
Non-current liabilities 4,500 -
Deferred income taxes (37) 148
Other noncurrent assets (1,193) 96
Net cash flows provided by (used in) ------- --------
operating activities 20,529 (17,233)
Cash Flows From Investing Activities
Acquisitions (8,763) -
Proceeds from sale of business 1,273 -
Purchase of property, plant and equipment (4,760) (4,161)
Proceeds from sale of property, plant and
and equipment 500 659
-------- --------
Net cash used in investing activities (11,750) (3,502)
Cash Flows From Financing Activities
Short-term borrowings (5,500) 27,000
Payments on long-term debt 1,835 (1,700)
Proceeds from exercise of stock options 395 598
Dividends on common stock (3,480) (3,112)
Net cash (used in) provided by ------- --------
financing activities (6,750) 22,786
Net change in Cash and Cash Equivalents 2,029 2,051
Cash and Cash equivalents at Beginning of Period 2,225 3,227
-------- --------
Cash and Cash Equivalents at End of Period $ 4,254 $ 5,278
======== ========
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Cash paid for:
Interest $ 3,513 $ 1,676
Income taxes 44 5,710
See notes to consolidated financial statements.
OXFORD INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS AND QUARTERS ENDED DECEMBER 1, 1995
AND DECEMBER 2, 1994
(UNAUDITED)
1. The foregoing unaudited consolidated financial statements reflect
all adjustments which are, in the opinion of management, necessary
to a fair statement of the results for the interim periods. All
such adjustments are of a normal recurring nature. The results for
interim periods are not necessarily indicative of results to be
expected for the year.
2. The financial information presented herein should be read in
conjunction with the consolidated financial statements included in
the Registrant's Annual Report on Form 10-K for the fiscal year
ended June 2, 1995.
3. The Company is involved in certain legal matters primarily arising
in the normal course of business. In the opinion of management,
the Company's liability under any of these matters would not
materially affect its financial condition or results of operations.
4. The Company discovered a past unauthorized disposal of a substance
believed to be dry cleaning fluid on one of its properties. The
Company believes that remedial action will be required, including
continued investigation, monitoring and treatment of ground water
and soil. Based on advice from its environmental experts, the
Company has provided $4,500,000 for this remediation, in the first
quarter of the current fiscal year.
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations
- -----------------------------------------------------------------------
Results of Operations
NET SALES
Net sales for the second quarter of the 1996 fiscal year, which ended
December 1, 1995, decreased by 2.7% from net sales for the second quarter of the
previous year. Net sales for the first six months of the current year
increased by 5.3% from net sales for the same period of the prior year.
Second quarter net sales increases in the Company's Men's Shirts and Men's
Slacks groups were offset by declines in Tailored Clothing and Womenswear.
Sales from the Company's Ely & Walker (western shirts) division, which was
acquired in the first quarter of the current year, were offset by the sale,
in the second quarter, of the Company's B.J. Designs Concepts (screen printed
sportswear) division.
The Company continued to strengthen strategic alliances with its larger, more
financially stable customers. Sales to the Company's fifty largest
customers continued to outpace the Company's overall sales performance.
The Company experienced an overall net sales unit volume decrease of
approximately 4.0% while experiencing an overall 1.4% increase in the
average sales price per unit during the second quarter of the current year.
For the first six months of the current year, the Company experienced a 7.1%
increase in overall net sales unit volume while incurring a 1.7% decrease in
the average sales price per unit.
COST OF GOODS SOLD
Cost of goods sold as a percentage of net sales was 83.0% for the second
quarter of both the current and prior year and 80.7% for the first six months
of both the current and prior year. The Company successfully continued its
targeted inventory reduction plan, reduced inventory an additional
$29,000,000 in the current quarter, and $40,000,000 in the first half of the
current fiscal year. The production curtailment associated with this
inventory reduction negatively impacted manufacturing efficiencies and
overhead absorption. The Company also reserved amounts for the impending
closings of two additional sewing facilities (Bowman, GA and Monticello, GA) and
the closure of a wrinkle-free men's shirt wet processing facility
(Vidalia, GA). Cost of goods sold was also negatively impacted by the
inventory valuation method used in the acquisition of Ely & Walker which
eliminated most of that division's gross profit for the first half.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses decreased by 1.1% to $25,596,000 in
the second quarter of fiscal 1996 from $25,870,000 in the same period of
fiscal 1995. Selling, general and administrative expenses (excluding the
environmental charge) increased by 4.1% to $50,914,000 in the first half of
fiscal 1996 from $48,918,000 in the same period of fiscal 1995. As a
percentage of net sales, selling, general and administrative expenses
increased to 13.7% for the second quarter of fiscal 1996 from 13.5% for the
second quarter of the prior year, and decreased to 13.5% for the first
six months of fiscal 1996 from 13.7% for the first six months of the previous
year. Included in selling, general and administrative expenses are start-up
costs for the new Tommy Hilfiger Golf line which began shipments in the
second fiscal quarter. Also included in selling, general and administrative
are costs associated with the continued expansion and reengineering of two
distribution centers.
INTEREST EXPENSE
Net interest expense as a percentage of net sales increased to 1.0% in the
second quarter and the first half of fiscal 1996 from 0.5% for the second
quarter and first half of fiscal 1995. This increase was due to an increase
in average short-term borrowing and long-term debt from the same periods in
the prior year.
INCOME TAXES
The Company's effective income tax rate was 40.0% in fiscal 1996 for both the
second quarter and the first half and 40.5% in fiscal 1995 for both the
second quarter and the first half.
FUTURE OPERATING RESULTS
The Company does not expect the widely publicized weakness in apparel
retailing to improve dramatically in the near term. Based on the latest
reports of holiday apparel sales at retail and the Company's current rate of
wholesale order bookings, the Company anticipates continuing difficult
business conditions. The Company expects second half sales to be equal to or
slightly less than sales in the prior fiscal year. The Company expects
second half earnings to be improved over those of the prior year.
Subsequent to the second quarter, the Company signed a licensing agreement
with Nautica Apparel, Inc. The agreement is for the manufacture and sales of
the Nautica men's tailored clothing collection to be launched in the Holiday
1996/Spring 1997 seasons.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
Operating activities generated $20,529,000 during the first six months of the
current year and used $17,233,000 in the first six months of the prior year.
The primary factors contributing to this change were a smaller increase in
receivables and a decrease in inventory offset by a decrease in net earnings
and a larger decrease in trade accounts payable as compared to the first half of
the previous year. The accounts receivable balance at the end of the second
quarter was actually less than the balance at the end of the comparable
period in the prior year due primarily to timing of shipments and, to a
lesser extent, to decreased sales. The inventory reduction was the result of
the planned inventory control mentioned above achieved through production
curtailment. The reduction in trade accounts payable is due to the inventory
reduction.
INVESTING ACTIVITIES
Investing activities used $11,750,000 during the first six months of the
current year and used $3,502,000 in the first six months of the prior year.
The primary factors contributing to this change were the acquisition of
Ely & Walker in the first quarter. During the second quarter, the Company
completed the sale of it Los Angeles - based B.J. Design Concepts division.
B.J. Designs Concepts was the Company's smallest stand-alone operating
division with annual sales of approximately $20,000,000.
FINANCING ACTIVITIES
Financing activities used $6,750,000 in the first half of fiscal 1996 and
generated $22,786,000 in the first half of fiscal 1995. The primary factor
contributing to this change was the reduction of short-term borrowings due to
the operating and investing activities described above.
Due to the exercise of employee stock options, a net of 38,180 shares of the
Company's common stock have been issued during the six months ended December 1,
1995 and 74,610 shares have been issued since December 1, 1995 through
January 8, 1996.
WORKING CAPITAL
Working capital increased from $116,619,000 at the end of the second quarter
of fiscal 1995 to $143,612,000 at the end of the 1995 fiscal year and
decreased to $143,107,000 at the end of the second quarter of fiscal 1996.
The ratio of current assets to current liabilities was 1.9 at the end of the
second quarter of the prior fiscal year, 2.1 at the end of the 1995 fiscal
year and 2.4 at the end of the second quarter of the 1996 fiscal year.
FUTURE LIQUIDITY AND CAPITAL RESOURCES
The Company believes it has the ability to generate cash or has available
borrowing capacity 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, acquisitions, dividends and repayment of long-term debt. The
Company regularly utilizes committed bank lines of credit and other
uncommitted bank resources to meet working capital requirements. On December
1, 1995, the Company had available for its use lines of credit with several
lenders aggregating $50,000,000. The Company has agreed to pay commitment
fees for these available lines of credit. At December 1, 1995 $50,000,000
was in use under these lines. Of the $50,000,000, $40,000,000 is long term.
In addition, the Company has $178,000,000 in uncommitted lines of credit,
of which $88,000,000 is reserved exclusively for letters of credit. The
Company pays no commitment fees for these available lines of credit. At
December 1, 1995, $28,000,000 was in use under these lines of credit.
Maximum short-term borrowings from all sources during the first six months of
the current year were $125,500,000. The Company anticipates continued use and
availability of both committed and uncommitted short-term borrowing resources as
working capital needs may require.
The Company is actively considering possible acquisitions of apparel-related
businesses that are compatible with its long-term strategies. There are no
present plans to sell securities or enter into off-balance sheet financing
arrangements.
ADDITIONAL INFORMATION
For additional information concerning the Company's operations, cash flows,
liquidity and capital resources, this analysis should be read in conjunction
with the Consolidated Financial statements and the Notes to Consolidated
Financial statements contained in the Company's Annual Report for fiscal 1995.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
10c 1984 Stoct Option Plan.
11 Statement re computation of per share earnings.
27 Financial Data Schedule
(b) Reports on Form 8-K.
The Registrant did not file any reports on Form 8-K during the quarter ended
December 1, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OXFORD INDUSTRIES, INC.
(Registrant)
/s/Ben B. Blount, Jr.
---------------------
Date: January 16, 1996 Ben B. Blount Jr.
Chief Financial Officer
EXHIBIT 10(C)
OXFORD INDUSTRIES, INC. 1984 STOCK OPTION PLAN
I.
PURPOSE
The purpose of the Oxford Industries, Inc. 1984 Stock Option Plan (the
"Plan") is to advance the interests of Oxford Industries, Inc. (the "Company")
and its stockholders by providing the opportunity for key employees to
purchase shares of the Company's common stock through the exercise of stock
options and to benefit from the Company's future growth. The Plan is intended
to encourage continued service of key employees and to attract able personnel
to positions as key employees.
II.
EFFECTIVE DATE OF PLAN
The effective date of this Plan is July 9, 1984, subject to approval by
the stockholders of the Company at a duly called Annual Meeting of
Stockholders.
III.
ADMINISTRATION OF THE PLAN
This Plan shall be administered by a Stock Option Committee (the
"Committee") of not less than three (3) Directors to be appointed by the
Board of Directors. No Director shall be appointed to serve as a member of
the Committee unless at the time of his appointment he is not eligible and has
not at any time within one (1) year prior to such time been eligible for
selection as a person to whom stock may be allocated or to whom stock options
or stock appreciation rights may be granted pursuant to this Plan or any
other plan of the Company or any of its affiliates entitling the participants
therein to acquire stock, stock options or stock appreciation rights from the
Company or any of its affiliates. Any Director appointed to serve as a
member of the Committee who thereafter becomes eligible to be selected as a
person to whom stock may be allocated or to whom stock options or stock
appreciation rights may be granted pursuant to this Plan or any other plan of
the Company or any of its affiliates, effective at the time of such
eligibility, shall be deemed to have been removed from the Committee. The
term "affiliates" shall have the same meaning for purposes of this Section III
as that term has for purposes of regulations adopted under Section 16 of the
Securities Exchange Act of 1934 (the "1934 Act").
The interpretation of any provision of this Plan by the Committee and
any action taken by the Committee under this Plan or with respect to any
option granted hereunder shall be final and binding on all persons. No
Committee member shall be personally liable for any interpretation or action
made or taken in good faith under this Plan or with respect to any option
granted hereunder and, to the extent permitted by law, each member shall be
indemnified by the Company against any liability and expenses arising from
such interpretation or action.
IV.
ELIGIBILITY
The persons eligible to participate in this Plan as recipients of stock
options shall be only those employees that the Committee in its discretion
determines to be key employees of the Company or any of the Company's
subsidiary corporations ("Subsidiary Corporations"), as defined in Section
425(f) of the Internal Revenue Code of 1954, as amended (the "Code").
Directors of the Company who are otherwise employed by the Company are
eligible employees.
V.
GRANT OF OPTIONS
The Committee in its discretion may from time to time grant options to
purchase shares of stock to any eligible employees and determine the number
of shares which may be subject to each such option. Each option granted
pursuant to this Plan shall be expressed in a written agreement between the
employee and the Company incorporating such terms and conditions as may be
determined by the Committee in its discretion at the time of grant, subject
to the terms, conditions and limitations set forth in this Plan. Options
granted pursuant to this Plan may be either incentive stock options under
Section 422A of the Code ("Incentive Stock Options") or options which do not
qualify as Incentive Stock Options, as determined by the Committee in its
discretion at the date of grant of each option.
VI.
OPTION SHARES
There shall be an aggregate number of 500,000 shares of $1.00 par value
common stock of the Company which may be subject to options granted pursuant
to this Plan. The shares may be either authorized and unissued shares or
issued shares held in or hereafter acquired for the treasury of the Company.
For any number of shares of treasury stock issued pursuant to the exercise of
an option, a like number of shares of authorized but unissued stock shall no
longer be deemed reserved for issuance pursuant to the exercise of options
under this Plan. In the event any shares are subject to options which
terminate for any reason without being exercised, such shares shall again
become available for issuance pursuant to options hereunder until the
termination of the Plan as provided in Section XI hereof.
VII
OPTION PRICE
The purchase price for each share of stock with respect to which an
option is granted pursuant to this Plan (the "option price") shall be
determined by the, Committee but shall in no event be less than one hundred
(100%) percent of the fair market value of the stock at the time such option
is granted. Such option price shall be payable according to the payment
method specified by the Committee in each option. The payment methods
available for selection by the Committee are cash only, common stock of the
Company (valued at fair market value as of the day surrendered as payment) or
any combination of cash and common stock of the Company.
VIII
TERMS OF OPTIONS
The period during which an option granted under this Plan can be
exercised shall commence on the date of grant of the option and continue
until such option expires by its terms. No option granted under this Plan
shall be exercisable by its terms after the earlier of (a) the expiration of
ten (10) years from the date such option is granted, or (b) the expiration of
three (3) months from the date the employee first ceases to be an employee of
the Company or any of its Subsidiary Corporations for any reason, except as
otherwise provided in the terms of the option in accordance with the
provisions of this Section VIII relating to death or permanent disability.
Any option granted under this Plan may, but shall not be required to,
provide either or both of the following:
(a) in the event the employee dies prior to expiration of the
option, the option may be exercised by the person or persons to whom such
right passes by will or inheritance or by the executor or administrator of
the employee's estate in whole or in part at any time or within such time as
the administrator of the employee's estate in whole or in part at any time or
within such time as the Committee may specify in the terms of the option; or
(b) in the event the employee first ceases employment with the Company
or any of its Subsidiary Corporations because of permanent and total
disability (within the meaning of Section 105(d)(4) of the Code) prior to
expiration of the option, the option may be exercised by such disabled
employee in whole or in part at any time or within such time as the Committee
may specify in the terms of the option, but in no event later than the
expiration of one (1) year from the date the employee ceases such employment
by reason of such disability;
provided, however, that in neither such event shall the option be exercisable
after the expiration of ten (10) years from the date such option is granted.
IX.
NON-TRANSFERABILITY
Each option granted pursuant to this Plan by its terms shall not be
transferable by the employee otherwise than by will or the laws of descent and
distribution, and shall be exercisable, during the employee's lifetime, only
by him.
X.
INCENTIVE STOCK OPTION LIMITATIONS
No Incentive Stock Option shall be granted to an employee who,
immediately before the option is granted, owns stock (taking into
consideration the attribution rules of Section 425(b) of the Code) possessing
greater than ten (10 %) percent of the total combined voting power of all
classes of the Company or any of its Subsidiary Corporations, unless:
(a) the option price is at least one hundred ten (110 %) percent of
the fair market value of stock subject to the option at the date of grant; and
(b) the option by its terms is not exercisable after the expiration
of five (5) years from the date the option is granted.
No option shall be designated as an Incentive Stock Option under this
Plan unless such option by terms is not exercisable while there is outstanding
any Incentive Stock Option previously granted to such employee under this
Plan or any other plan to purchase stock of the Company or of any corporation
which (at the time of the granting of such later option) is a Subsidiary
Corporation or parent corporation ("Parent Corporation"), as that term is
defined in Section 425(e) of the Code, of the Company or of any predecessor
corporation of any of such corporations. For purposes of this Section, an
option which has not been exercised in full is considered outstanding until
the expiration of the original period during which it could have been
exercised.
The aggregate fair market value (determined as of the date the
option is granted) of the stock for which any employee may be granted
Incentive Stock Options in any calendar year under this Plan and all other
stock option plans of the Company and any Parent Corporation or Subsidiary
Corporations of Company is limited in each such calendar year to $100,000
plus any "unused limit carryover" to that year, as that phrase is used in
Section 422A(c)(4) of the Code.
XI.
TERM OF THE PLAN
The term of this Plan shall be from July 9, 1984, until July 8, 1994,
unless it shall have so terminated through the issuance pursuant to the
exercise of options granted hereunder of the full number of shares authorized
pursuant to Section VI hereof . Outstanding options hereunder shall continue
to be effective and governed by this Plan until they expire as herein provided
even though their expiration dates may be subsequent to the termination of
this Plan.
XII.
TERMINATION OF EMPLOYMENT
The employment of any employee shall not be deemed to have terminated if
he is transferred to and becomes an employee of a Subsidiary Corporation, or
if he is an employee of such a Subsidiary Corporation and is transferred to or
becomes an employee of the Company or of another Subsidiary Corporation of the
Company.
XIII.
ADJUSTMENT FOR CHANGES AFFECTING COMMON STOCK
The Committee in its discretion, to prevent dilution or enlargement of
the rights represented by options, may make appropriate adjustments to the
number and kind of shares available for issuance pursuant to options to be
granted under this Plan, and to the number, kind and option prices of shares
subject to outstanding options under this Plan, to give equitable effect to
any reorganization, recapitalization, exchange of shares, stock split, stock
dividend, rights offering, combination of shares, merger, consolidation,
spin-off, partial liquidation, or other similar transaction affecting the
Company's capitalization or corporate structure, including without limitation
any "corporate transaction" as that term is used in regulations under Section
425 of the Code.
XIV.
AMENDMENT OR DISCONTINUANCE OF THE PLAN OR OUTSTANDING OPTIONS
The Committee may amend, suspend or discontinue this Plan at any time
without restriction for the purpose of satisfying the requirements of any
changes in applicable laws or regulations or for any other purpose permitted
by law; provided, however, that the Committee may not (a) increase the maximum
number of shares covered by the Plan (other than to increase such number of
shares pursuant to the provisions of Section XIII), (b) alter the class of
persons eligible to receive options under this Plan, or otherwise materially
modify the requirements as to eligibility for participation in this Plan
within the meaning of Rule 16b-3 under the 1934 Act, (c) extend the period
for granting options under this Plan, (d) alter the membership requirements
for the Committee, or (e) materially increase the benefits accruing to
eligible employees within the meaning of Rule 16b-3 under the 1934 Act.
The Committee may not alter, amend, discontinue, revoke, or otherwise
impair any outstanding options which have been granted pursuant to this Plan
and which remain unexercised, except (a) as provided in Section XIII, (b) in
the event of a dissolution or liquidation of the Company, or (c) in the event
there is secured the written consent of the holder of the outstanding option
proposed to be so altered or amended. Nothing contained in this Section,
however, shall in any way condition or limit the termination of an option
under any other provision of this Plan.
XV.
NO EMPLOYMENT RIGHTS CONFERRED
Nothing in this Plan or in any option granted hereunder shall confer
upon any person any right of employment or continued employment by the
Company or its Subsidiary Corporations or impair the Company's and its
Subsidiary Corporations' rights to terminate any person's employment.
EXHIBIT 11
OXFORD INDUSTRIES, INC.
COMPUTATION OF PER SHARE EARNINGS
SIX MONTHS AND QUARTERS ENDED DECEMBER 1, 1995
AND DECEMBER 2, 1994
(UNAUDITED)
Six Months Ended Quarter Ended
----------------------------------------------------
December 1, December 2, December 1, December 2,
1995 1994 1995 1994
-----------------------------------------------------
Net Earnings $2,901,000 $10,923,000 $2,623,000 $6,067,000
Average Number of Shares
Outstanding:
Primary 8,802,440 8,842,996 8,793,512 8,834,288
Fully diluted 8,808,214 8,847,507 8,805,171 8,842,878
As reported* 8,707,324 8,655,613 8,714,170 8,665,610
Net Earnings per Common Share:
Primary $0.33 $1.24 $0.30 $0.69
Fully diluted $0.33 $1.23 $0.30 $0.69
As reported* $0.33 $1.26 $0.30 $0.70
* 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.
EXHIBIT 99
INDEX OF EXHIBITS
INCLUDED HERIN, FORM 10-Q
DECEMBER 1, 1995
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
- -------------------------------------------------------------------
10c 1984 Stock Option Plan 11-15
11 Statement re computation of per share earnings 16
27 Financial Data Schedule 17