ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended January 31, 2015
|
|
or
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
Georgia
(State or other jurisdiction of incorporation or organization)
|
|
58-0831862
(I.R.S. Employer Identification No.)
|
999 Peachtree Street, N.E., Suite 688, Atlanta, Georgia 30309
(Address of principal executive offices) (Zip Code)
|
||
Registrant's telephone number, including area code:
(404) 659-2424
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $1 par value
|
|
New York Stock Exchange
|
Securities registered pursuant to Section 12(g) of the Act:
NONE
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Title of Each Class
|
|
Number of Shares Outstanding
as of March 18, 2015
|
Common Stock, $1 par value
|
|
16,478,438
|
|
|
Page
|
|
Fiscal 2015
|
52 weeks ending January 30, 2016
|
Fiscal 2014
|
52 weeks ended January 31, 2015
|
Fiscal 2013
|
52 weeks ended February 1, 2014
|
Fiscal 2012
|
53 weeks ended February 2, 2013
|
Fiscal 2011
|
52 weeks ended January 28, 2012
|
Fiscal 2010
|
52 weeks ended January 29, 2011
|
Fourth quarter Fiscal 2014
|
13 weeks ended January 31, 2015
|
Third quarter Fiscal 2014
|
13 weeks ended November 1, 2014
|
Second quarter Fiscal 2014
|
13 weeks ended August 2, 2014
|
First quarter Fiscal 2014
|
13 weeks ended May 3, 2014
|
Fourth quarter Fiscal 2013
|
13 weeks ended February 1, 2014
|
Third quarter Fiscal 2013
|
13 weeks ended November 2, 2013
|
Second quarter Fiscal 2013
|
13 weeks ended August 3, 2013
|
First quarter Fiscal 2013
|
13 weeks ended May 4, 2013
|
|
Fiscal 2014
|
Fiscal 2013
|
||||
Net Sales
|
|
|
||||
Tommy Bahama
|
$
|
627,498
|
|
$
|
584,941
|
|
Lilly Pulitzer
|
167,736
|
|
137,943
|
|
||
Lanier Clothes
|
112,934
|
|
109,530
|
|
||
Ben Sherman
|
77,481
|
|
67,218
|
|
||
Corporate and Other
|
12,157
|
|
17,465
|
|
||
Total
|
$
|
997,806
|
|
$
|
917,097
|
|
Operating Income (Loss)
|
|
|
||||
Tommy Bahama
|
$
|
71,132
|
|
$
|
72,207
|
|
Lilly Pulitzer
|
32,190
|
|
25,951
|
|
||
Lanier Clothes
|
10,849
|
|
10,828
|
|
||
Ben Sherman
|
(10,832
|
)
|
(13,131
|
)
|
||
Corporate and Other (1)
|
(19,736
|
)
|
(11,185
|
)
|
||
Total operating income
|
$
|
83,603
|
|
$
|
84,670
|
|
(1)
|
The Fiscal 2014 operating loss for Corporate and Other included $2.1 million of LIFO accounting charges, with no significant LIFO accounting impact in Fiscal 2013. Additionally, Fiscal 2013 included a gain on sale of property of $1.6 million with no such gain in Fiscal 2014.
|
|
January 31, 2015
|
February 1, 2014
|
||||
Assets
|
|
|
||||
Tommy Bahama
|
$
|
428,835
|
|
$
|
408,599
|
|
Lilly Pulitzer
|
108,969
|
|
101,704
|
|
||
Lanier Clothes
|
35,152
|
|
39,989
|
|
||
Ben Sherman
|
78,568
|
|
79,299
|
|
||
Corporate and Other
|
(6,457
|
)
|
(2,286
|
)
|
||
Total
|
$
|
645,067
|
|
$
|
627,305
|
|
|
Full-Price
Retail Stores
|
Outlet Stores
|
Restaurant-Retail
Locations
|
Total
|
||||
Florida
|
20
|
|
4
|
|
5
|
|
29
|
|
California
|
15
|
|
5
|
|
3
|
|
23
|
|
Texas
|
5
|
|
4
|
|
1
|
|
10
|
|
Hawaii
|
4
|
|
1
|
|
2
|
|
7
|
|
Nevada
|
3
|
|
1
|
|
1
|
|
5
|
|
Maryland
|
3
|
|
2
|
|
—
|
|
5
|
|
Other states
|
34
|
|
18
|
|
2
|
|
54
|
|
Total domestic
|
84
|
|
35
|
|
14
|
|
133
|
|
Canada
|
6
|
|
3
|
|
—
|
|
9
|
|
Total North America
|
90
|
|
38
|
|
14
|
|
142
|
|
Australia
|
7
|
|
1
|
|
—
|
|
8
|
|
Japan
|
1
|
|
1
|
|
1
|
|
3
|
|
Other international
|
3
|
|
1
|
|
—
|
|
4
|
|
Total
|
101
|
|
41
|
|
15
|
|
157
|
|
Average square feet per store(1)
|
3,500
|
|
4,600
|
|
11,300
|
|
|
|
Total square feet at year end
|
350,000
|
|
190,000
|
|
170,000
|
|
|
|
(1)
|
Average square feet for restaurant-retail locations include average retail space and restaurant space of 4,000 and 7,300 square feet, respectively.
|
|
Full-Price
Retail Stores |
Outlet Stores
|
Restaurant-Retail
Locations |
Total
|
||||
Open as of beginning of fiscal year
|
91
|
|
36
|
|
14
|
|
141
|
|
Opened during fiscal year
|
10
|
|
5
|
|
1
|
|
16
|
|
Open as of end of fiscal year
|
101
|
|
41
|
|
15
|
|
157
|
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
Net sales
|
25
|
%
|
25
|
%
|
20
|
%
|
30
|
%
|
Operating income
|
28
|
%
|
31
|
%
|
—
|
%
|
41
|
%
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Full
Year
|
|||||
Full price retail stores and outlets
|
46
|
%
|
54
|
%
|
47
|
%
|
51
|
%
|
50
|
%
|
E-commerce
|
11
|
%
|
15
|
%
|
11
|
%
|
19
|
%
|
14
|
%
|
Restaurant
|
12
|
%
|
10
|
%
|
10
|
%
|
9
|
%
|
10
|
%
|
Wholesale
|
31
|
%
|
21
|
%
|
32
|
%
|
21
|
%
|
26
|
%
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Number of
Full-Price
Retail Stores
|
|
Florida
|
9
|
|
New York
|
3
|
|
Maryland
|
2
|
|
North Carolina
|
2
|
|
Ohio
|
2
|
|
Pennsylvania
|
2
|
|
Texas
|
2
|
|
Other
|
6
|
|
Total
|
28
|
|
Average square feet per store
|
2,800
|
|
Total square feet at year-end
|
79,000
|
|
|
Full-Price
Retail Stores
|
|
Open as of beginning of fiscal year
|
23
|
|
Opened during fiscal year
|
5
|
|
Open as of end of fiscal year
|
28
|
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
Net sales
|
30
|
%
|
28
|
%
|
21
|
%
|
21
|
%
|
Operating income
|
46
|
%
|
35
|
%
|
13
|
%
|
6
|
%
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Full
Year
|
|||||
Full price retail stores
|
31
|
%
|
45
|
%
|
26
|
%
|
33
|
%
|
34
|
%
|
E-commerce
|
18
|
%
|
23
|
%
|
44
|
%
|
32
|
%
|
28
|
%
|
Wholesale
|
51
|
%
|
32
|
%
|
30
|
%
|
35
|
%
|
38
|
%
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
Net sales
|
25
|
%
|
19
|
%
|
32
|
%
|
24
|
%
|
Operating income
|
25
|
%
|
14
|
%
|
32
|
%
|
29
|
%
|
|
Number
of Stores
|
Average
Square Feet
|
||
United Kingdom retail stores (1)
|
7
|
|
2,300
|
|
Continental Europe retail stores
|
2
|
|
1,900
|
|
United States retail stores
|
3
|
|
4,000
|
|
Outlet stores (2)(3)
|
9
|
|
1,800
|
|
Total
|
21
|
|
2,200
|
|
Total gross square feet at year end
|
46,000
|
|
|
|
(1)
|
One United Kingdom retail store was closed subsequent to
January 31, 2015
.
|
(2)
|
Includes four outlet stores in the United Kingdom and five outlet stores in continental Europe.
|
(3)
|
Excludes two temporary outlet stores operated in the United Kingdom, which were opened in late Fiscal 2014 and are expected to close in the first half of Fiscal 2015.
|
|
Retail Stores
|
Outlet Stores
|
Total
|
|||
Open as of beginning of fiscal year
|
11
|
|
6
|
|
17
|
|
Opened during fiscal year
|
1
|
|
4
|
|
5
|
|
Closed during fiscal year
|
—
|
|
(1
|
)
|
(1
|
)
|
Open as of end of fiscal year
|
12
|
|
9
|
|
21
|
|
Footwear
|
Kid's apparel
|
Men's watches and jewelry
|
Men's tailored clothes and dress shirts
|
Men's hats, caps, scarves and gloves
|
Men's neckwear and pocket squares
|
Men's fragrances and toiletries
|
Men's and boys' underwear, socks and sleepwear
|
Men's gift products
|
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
Net sales
|
19
|
%
|
24
|
%
|
24
|
%
|
33
|
%
|
Operating Loss
|
43
|
%
|
29
|
%
|
20
|
%
|
8
|
%
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Full Year
|
|||||
Wholesale
|
58
|
%
|
49
|
%
|
59
|
%
|
55
|
%
|
55
|
%
|
Direct to Consumer
|
42
|
%
|
51
|
%
|
41
|
%
|
45
|
%
|
45
|
%
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||
Net sales
|
26
|
%
|
25
|
%
|
22
|
%
|
27
|
%
|
Operating income
|
34
|
%
|
32
|
%
|
3
|
%
|
31
|
%
|
Location
|
Primary Use
|
Operating Group
|
Square
Footage
|
Lease
Expiration
|
|
Seattle, Washington
|
Sales/administration
|
Tommy Bahama
|
80,000
|
|
2015 (1)
|
Auburn, Washington
|
Distribution center
|
Tommy Bahama
|
270,000
|
|
2025
|
King of Prussia, Pennsylvania
|
Sales/administration
|
Lilly Pulitzer
|
40,000
|
|
Owned
|
King of Prussia, Pennsylvania
|
Distribution center
|
Lilly Pulitzer
|
65,000
|
|
Owned
|
Toccoa, Georgia
|
Distribution center
|
Lanier Clothes
|
310,000
|
|
Owned
|
Merida, Mexico
|
Manufacturing plant
|
Lanier Clothes
|
80,000
|
|
Owned
|
London, England
|
Sales/administration
|
Ben Sherman
|
20,000
|
|
2024
|
Lurgan, Northern Ireland
|
Sales/administration
|
Ben Sherman
|
10,000
|
|
Owned
|
Atlanta, Georgia
|
Sales/administration
|
Corporate and Other and Lanier Clothes
|
30,000
|
|
2023
|
Lyons, Georgia
|
Sales/administration
|
Corporate and Other and Ben Sherman
|
90,000
|
|
Owned
|
Lyons, Georgia
|
Distribution center
|
Corporate and Other and Ben Sherman
|
330,000
|
|
Owned
|
New York, New York
|
Sales/administration
|
Various
|
35,000
|
|
Various
|
Hong Kong
|
Sales/administration
|
Various
|
20,000
|
|
Various
|
|
High
|
Low
|
Close
|
Dividends
|
||||||||
Fiscal 2014
|
|
|
|
|
||||||||
First Quarter
|
$
|
82.84
|
|
$
|
64.17
|
|
$
|
65.74
|
|
$
|
0.21
|
|
Second Quarter
|
$
|
72.63
|
|
$
|
58.53
|
|
$
|
59.39
|
|
$
|
0.21
|
|
Third Quarter
|
$
|
66.18
|
|
$
|
58.11
|
|
$
|
61.25
|
|
$
|
0.21
|
|
Fourth Quarter
|
$
|
67.13
|
|
$
|
50.13
|
|
$
|
55.94
|
|
$
|
0.21
|
|
Fiscal 2013
|
|
|
|
|
||||||||
First Quarter
|
$
|
60.71
|
|
$
|
42.19
|
|
$
|
60.61
|
|
$
|
0.18
|
|
Second Quarter
|
$
|
69.09
|
|
$
|
57.86
|
|
$
|
68.20
|
|
$
|
0.18
|
|
Third Quarter
|
$
|
72.25
|
|
$
|
61.10
|
|
$
|
69.84
|
|
$
|
0.18
|
|
Fourth Quarter
|
$
|
82.16
|
|
$
|
69.62
|
|
$
|
75.47
|
|
$
|
0.18
|
|
•
|
The S&P SmallCap 600 Index; and
|
•
|
The S&P 500 Apparel, Accessories and Luxury Goods.
|
|
|
INDEXED RETURNS
|
|||||||||
|
Base
|
Years Ending
|
|||||||||
|
Period
|
|
|
|
|
|
|||||
Company / Index
|
1/30/2010
|
1/29/2011
|
|
1/28/2012
|
|
2/2/2013
|
|
2/1/2014
|
|
1/31/2015
|
|
Oxford Industries, Inc.
|
100
|
136.27
|
|
285.19
|
|
290.97
|
|
447.45
|
|
336.24
|
|
S&P SmallCap 600 Index
|
100
|
130.07
|
|
141.69
|
|
164.39
|
|
208.83
|
|
221.68
|
|
S&P 500 Apparel, Accessories & Luxury Goods
|
100
|
137.40
|
|
196.20
|
|
182.34
|
|
211.61
|
|
219.39
|
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|
Fiscal 2011
|
|
Fiscal 2010
|
|
|||||
|
(In millions, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
997.8
|
|
$
|
917.1
|
|
$
|
855.5
|
|
$
|
758.9
|
|
$
|
603.9
|
|
Cost of goods sold
|
443.1
|
|
403.5
|
|
386.0
|
|
345.9
|
|
276.5
|
|
|||||
Gross profit
|
554.7
|
|
513.6
|
|
469.5
|
|
413.0
|
|
327.4
|
|
|||||
SG&A
|
488.9
|
|
447.6
|
|
410.7
|
|
358.6
|
|
302.0
|
|
|||||
Change in fair value of contingent consideration
|
0.3
|
|
0.3
|
|
6.3
|
|
2.4
|
|
0.2
|
|
|||||
Royalties and other operating income
|
18.1
|
|
19.0
|
|
16.4
|
|
16.8
|
|
15.4
|
|
|||||
Operating income
|
83.6
|
|
84.7
|
|
69.0
|
|
68.8
|
|
40.7
|
|
|||||
Loss on repurchase of senior notes
|
—
|
|
—
|
|
(9.1
|
)
|
(9.0
|
)
|
—
|
|
|||||
Interest expense, net
|
3.5
|
|
4.2
|
|
8.9
|
|
16.3
|
|
19.9
|
|
|||||
Earnings from continuing operations before income taxes
|
80.1
|
|
80.5
|
|
50.9
|
|
43.5
|
|
20.8
|
|
|||||
Income taxes
|
34.4
|
|
35.2
|
|
19.6
|
|
14.3
|
|
4.5
|
|
|||||
Earnings from continuing operations
|
45.8
|
|
45.3
|
|
31.3
|
|
29.2
|
|
16.2
|
|
|||||
Earnings, including gain on sale in Fiscal 2010, from discontinued operations, net of taxes
|
—
|
|
—
|
|
—
|
|
0.1
|
|
62.4
|
|
|||||
Net earnings
|
$
|
45.8
|
|
$
|
45.3
|
|
$
|
31.3
|
|
$
|
29.4
|
|
$
|
78.7
|
|
Diluted earnings from continuing operations per share
|
$
|
2.78
|
|
$
|
2.75
|
|
$
|
1.89
|
|
$
|
1.77
|
|
$
|
0.98
|
|
Diluted earnings, including gain on sale in Fiscal 2010, from discontinued operations per share, including the gain on sale
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.01
|
|
$
|
3.77
|
|
Diluted net earnings per share
|
$
|
2.78
|
|
$
|
2.75
|
|
$
|
1.89
|
|
$
|
1.78
|
|
$
|
4.75
|
|
Diluted weighted average shares outstanding
|
16.5
|
|
16.5
|
|
16.6
|
|
16.5
|
|
16.6
|
|
|||||
Dividends declared and paid
|
$
|
13.9
|
|
$
|
11.9
|
|
$
|
9.9
|
|
$
|
8.6
|
|
$
|
7.3
|
|
Dividends declared and paid per share
|
$
|
0.84
|
|
$
|
0.72
|
|
$
|
0.60
|
|
$
|
0.52
|
|
$
|
0.44
|
|
Total assets, at period-end
|
$
|
645.1
|
|
$
|
627.3
|
|
$
|
556.1
|
|
$
|
509.2
|
|
$
|
558.5
|
|
Long-term debt at period-end
|
$
|
104.8
|
|
$
|
137.6
|
|
$
|
108.6
|
|
$
|
103.4
|
|
$
|
147.1
|
|
Shareholders' equity, at period-end
|
$
|
290.6
|
|
$
|
260.2
|
|
$
|
229.8
|
|
$
|
204.1
|
|
$
|
180.0
|
|
Net cash provided by operating activities
|
$
|
95.4
|
|
$
|
52.7
|
|
$
|
67.1
|
|
$
|
44.2
|
|
$
|
35.7
|
|
Capital expenditures
|
$
|
50.4
|
|
$
|
43.4
|
|
$
|
60.7
|
|
$
|
35.3
|
|
$
|
13.3
|
|
Depreciation and amortization included in earnings from continuing operations
|
$
|
37.6
|
|
$
|
33.9
|
|
$
|
26.3
|
|
$
|
27.2
|
|
$
|
19.2
|
|
Stock compensation expense included in earnings from continuing operations
|
$
|
4.1
|
|
$
|
1.7
|
|
$
|
2.8
|
|
$
|
2.2
|
|
$
|
4.5
|
|
LIFO accounting charges included in earnings from continuing operations
|
$
|
2.1
|
|
$
|
—
|
|
$
|
4.0
|
|
$
|
5.8
|
|
$
|
3.8
|
|
Book value per share at period-end
|
$
|
17.64
|
|
$
|
15.85
|
|
$
|
13.85
|
|
$
|
12.35
|
|
$
|
10.90
|
|
|
Fiscal 2014
|
Fiscal 2013
|
||||
Net sales
|
$
|
997,806
|
|
$
|
917,097
|
|
Operating income
|
$
|
83,603
|
|
$
|
84,670
|
|
Net earnings
|
$
|
45,758
|
|
$
|
45,291
|
|
Net earnings per diluted share
|
$
|
2.78
|
|
$
|
2.75
|
|
•
|
Higher operating income in Lilly Pulitzer resulting from higher net sales and gross margins partially offset by higher SG&A associated with expanding operations;
|
•
|
Improved operating results in Ben Sherman primarily due to increased net sales partially offset by lower gross margin and lower royalty income;
|
•
|
Lower income taxes primarily reflecting a lower effective tax rate; and
|
•
|
Lower interest expense.
|
•
|
A larger operating loss in Corporate and Other reflecting higher incentive compensation, an unfavorable LIFO accounting charge and lower Oxford Golf sales in Fiscal 2014, while Fiscal 2013 included a gain on the sale of a property and the benefit of certain favorable changes in accruals; and
|
•
|
Lower operating income in Tommy Bahama reflecting lower gross margin and higher SG&A associated with the expanding operations, partially offset by the impact of higher net sales and higher royalty income.
|
|
Fiscal 2014
|
Fiscal 2013
|
Fiscal 2012
|
||||||||||||
Net sales
|
$
|
997,806
|
|
100.0
|
%
|
$
|
917,097
|
|
100.0
|
%
|
$
|
855,542
|
|
100.0
|
%
|
Cost of goods sold
|
443,127
|
|
44.4
|
%
|
403,523
|
|
44.0
|
%
|
385,985
|
|
45.1
|
%
|
|||
Gross profit
|
554,679
|
|
55.6
|
%
|
513,574
|
|
56.0
|
%
|
469,557
|
|
54.9
|
%
|
|||
SG&A
|
488,924
|
|
49.0
|
%
|
447,645
|
|
48.8
|
%
|
410,737
|
|
48.0
|
%
|
|||
Change in fair value of contingent consideration
|
275
|
|
—
|
%
|
275
|
|
—
|
%
|
6,285
|
|
0.7
|
%
|
|||
Royalties and other operating income
|
18,123
|
|
1.8
|
%
|
19,016
|
|
2.1
|
%
|
16,436
|
|
1.9
|
%
|
|||
Operating income
|
83,603
|
|
8.4
|
%
|
84,670
|
|
9.2
|
%
|
68,971
|
|
8.1
|
%
|
|||
Interest expense, net
|
3,483
|
|
0.3
|
%
|
4,169
|
|
0.5
|
%
|
8,939
|
|
1.0
|
%
|
|||
Loss on repurchase of senior notes
|
—
|
|
—
|
%
|
—
|
|
—
|
%
|
9,143
|
|
1.1
|
%
|
|||
Earnings before income taxes
|
80,120
|
|
8.0
|
%
|
80,501
|
|
8.8
|
%
|
50,889
|
|
5.9
|
%
|
|||
Income taxes
|
34,362
|
|
3.4
|
%
|
35,210
|
|
3.8
|
%
|
19,572
|
|
2.3
|
%
|
|||
Net earnings
|
$
|
45,758
|
|
4.6
|
%
|
$
|
45,291
|
|
4.9
|
%
|
$
|
31,317
|
|
3.7
|
%
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
627,498
|
|
$
|
584,941
|
|
$
|
42,557
|
|
7.3
|
%
|
Lilly Pulitzer
|
167,736
|
|
137,943
|
|
29,793
|
|
21.6
|
%
|
|||
Lanier Clothes
|
112,934
|
|
109,530
|
|
3,404
|
|
3.1
|
%
|
|||
Ben Sherman
|
77,481
|
|
67,218
|
|
10,263
|
|
15.3
|
%
|
|||
Corporate and Other
|
12,157
|
|
17,465
|
|
(5,308
|
)
|
(30.4
|
)%
|
|||
Total
|
$
|
997,806
|
|
$
|
917,097
|
|
$
|
80,709
|
|
8.8
|
%
|
|
Fiscal 2014
|
Fiscal 2013
|
||
Full price retail stores and outlets
|
40
|
%
|
40
|
%
|
E-commerce
|
14
|
%
|
12
|
%
|
Restaurant
|
7
|
%
|
7
|
%
|
Wholesale
|
39
|
%
|
41
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2014
|
Fiscal 2013
|
||
Full price retail stores and outlets
|
50
|
%
|
51
|
%
|
E-commerce
|
14
|
%
|
13
|
%
|
Restaurant
|
10
|
%
|
10
|
%
|
Wholesale
|
26
|
%
|
26
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2014
|
Fiscal 2013
|
||
Full price retail stores
|
34
|
%
|
32
|
%
|
E-commerce
|
28
|
%
|
25
|
%
|
Wholesale
|
38
|
%
|
43
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
377,415
|
|
$
|
358,930
|
|
$
|
18,485
|
|
5.2
|
%
|
Lilly Pulitzer
|
106,317
|
|
84,845
|
|
21,472
|
|
25.3
|
%
|
|||
Lanier Clothes
|
30,704
|
|
30,552
|
|
152
|
|
0.5
|
%
|
|||
Ben Sherman
|
36,730
|
|
32,094
|
|
4,636
|
|
14.4
|
%
|
|||
Corporate and Other
|
3,513
|
|
7,153
|
|
(3,640
|
)
|
NM
|
|
|||
Total gross profit
|
$
|
554,679
|
|
$
|
513,574
|
|
$
|
41,105
|
|
8.0
|
%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
2,131
|
|
$
|
(27
|
)
|
|
|
|||
Inventory step-up charge included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
—
|
|
$
|
707
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
||
Tommy Bahama
|
60.1
|
%
|
61.4
|
%
|
Lilly Pulitzer
|
63.4
|
%
|
61.5
|
%
|
Lanier Clothes
|
27.2
|
%
|
27.9
|
%
|
Ben Sherman
|
47.4
|
%
|
47.7
|
%
|
Corporate and Other
|
NM
|
|
NM
|
|
Consolidated gross margin
|
55.6
|
%
|
56.0
|
%
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
SG&A
|
488,924
|
|
447,645
|
|
$
|
41,279
|
|
9.2
|
%
|
||
SG&A (as a % of net sales)
|
49.0
|
%
|
48.8
|
%
|
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,764
|
|
$
|
1,377
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Change in fair value of contingent consideration included in Lilly Pulitzer
|
$
|
275
|
|
$
|
275
|
|
$
|
—
|
|
—
|
%
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Royalties and other operating income
|
$
|
18,123
|
|
$
|
19,016
|
|
$
|
(893
|
)
|
(4.7
|
)%
|
Gain on sale of real estate included in Corporate and Other
|
$
|
—
|
|
$
|
1,611
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
71,132
|
|
$
|
72,207
|
|
$
|
(1,075
|
)
|
(1.5
|
)%
|
Lilly Pulitzer
|
32,190
|
|
25,951
|
|
6,239
|
|
24.0
|
%
|
|||
Lanier Clothes
|
10,849
|
|
10,828
|
|
21
|
|
0.2
|
%
|
|||
Ben Sherman
|
(10,832
|
)
|
(13,131
|
)
|
2,299
|
|
17.5
|
%
|
|||
Corporate and Other
|
(19,736
|
)
|
(11,185
|
)
|
(8,551
|
)
|
(76.5
|
)%
|
|||
Total operating income
|
$
|
83,603
|
|
$
|
84,670
|
|
$
|
(1,067
|
)
|
(1.3
|
)%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
2,131
|
|
$
|
(27
|
)
|
|
|
|
|
|
Inventory step-up charge included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
—
|
|
$
|
707
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,764
|
|
$
|
1,377
|
|
|
|
|
|
|
Change in fair value of contingent consideration included in Lilly Pulitzer
|
$
|
275
|
|
$
|
275
|
|
|
|
|||
Gain on sale of real estate included in Corporate and Other
|
$
|
—
|
|
$
|
1,611
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
627,498
|
|
$
|
584,941
|
|
$
|
42,557
|
|
7.3
|
%
|
Gross margin
|
60.1
|
%
|
61.4
|
%
|
|
|
|
|
|||
Operating income
|
$
|
71,132
|
|
$
|
72,207
|
|
$
|
(1,075
|
)
|
(1.5
|
)%
|
Operating income as % of net sales
|
11.3
|
%
|
12.3
|
%
|
|
|
|
|
|||
Inventory step-up charge included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
—
|
|
$
|
707
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,764
|
|
$
|
1,377
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
167,736
|
|
$
|
137,943
|
|
$
|
29,793
|
|
21.6
|
%
|
Gross margin
|
63.4
|
%
|
61.5
|
%
|
|
|
|
|
|||
Operating income
|
$
|
32,190
|
|
$
|
25,951
|
|
$
|
6,239
|
|
24.0
|
%
|
Operating income as % of net sales
|
19.2
|
%
|
18.8
|
%
|
|
|
|
|
|||
Change in fair value of contingent consideration included in Lilly Pulitzer
|
$
|
275
|
|
$
|
275
|
|
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
112,934
|
|
$
|
109,530
|
|
$
|
3,404
|
|
3.1
|
%
|
Gross margin
|
27.2
|
%
|
27.9
|
%
|
|
|
|
|
|||
Operating income
|
$
|
10,849
|
|
$
|
10,828
|
|
$
|
21
|
|
0.2
|
%
|
Operating income as % of net sales
|
9.6
|
%
|
9.9
|
%
|
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
77,481
|
|
$
|
67,218
|
|
$
|
10,263
|
|
15.3
|
%
|
Gross margin
|
47.4
|
%
|
47.7
|
%
|
|
|
|
|
|||
Operating loss
|
$
|
(10,832
|
)
|
$
|
(13,131
|
)
|
$
|
2,299
|
|
17.5
|
%
|
Operating loss as % of net sales
|
(14.0
|
)%
|
(19.5
|
)%
|
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
12,157
|
|
$
|
17,465
|
|
$
|
(5,308
|
)
|
(30.4
|
)%
|
Operating loss
|
$
|
(19,736
|
)
|
$
|
(11,185
|
)
|
$
|
(8,551
|
)
|
(76.5
|
)%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
2,131
|
|
$
|
(27
|
)
|
|
|
|||
Gain on sale of real estate included in Corporate and Other
|
$
|
—
|
|
$
|
1,611
|
|
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Interest expense, net
|
$
|
3,483
|
|
$
|
4,169
|
|
$
|
(686
|
)
|
(16.5
|
)%
|
|
Fiscal 2014
|
Fiscal 2013
|
$ Change
|
% Change
|
|||||||
Income taxes
|
$
|
34,362
|
|
$
|
35,210
|
|
$
|
(848
|
)
|
(2.4
|
)%
|
Effective tax rate
|
42.9
|
%
|
43.7
|
%
|
|
|
|
|
|
Fiscal 2014
|
Fiscal 2013
|
||||
Net earnings
|
$
|
45,758
|
|
$
|
45,291
|
|
Net earnings per diluted share
|
$
|
2.78
|
|
$
|
2.75
|
|
Weighted average shares outstanding - diluted
|
16,471
|
|
16,482
|
|
•
|
Higher operating income in Lilly Pulitzer reflecting higher net sales and gross margins partially offset by higher SG&A associated with expanding operations;
|
•
|
Improved operating results in Ben Sherman primarily due to increased net sales partially offset by lower gross margin and lower royalty income;
|
•
|
Lower income taxes reflecting a lower effective tax rate; and
|
•
|
Lower interest expense.
|
•
|
A larger operating loss in Corporate and Other reflecting higher incentive compensation, an unfavorable LIFO accounting charge and lower Oxford Golf sales in Fiscal 2014, while Fiscal 2013 included a gain on the sale of a property and the benefit of certain favorable changes in accruals; and
|
•
|
Lower operating income in Tommy Bahama reflecting lower gross margin and higher SG&A associated with the expanding operations, partially offset by the impact of higher net sales and higher royalty income.
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
584,941
|
|
528,639
|
|
56,302
|
|
10.7
|
%
|
|||
Lilly Pulitzer
|
137,943
|
|
122,592
|
|
15,351
|
|
12.5
|
%
|
|||
Lanier Clothes
|
109,530
|
|
107,272
|
|
2,258
|
|
2.1
|
%
|
|||
Ben Sherman
|
67,218
|
|
81,922
|
|
(14,704
|
)
|
(17.9
|
)%
|
|||
Corporate and Other
|
17,465
|
|
15,117
|
|
2,348
|
|
15.5
|
%
|
|||
Total
|
$
|
917,097
|
|
$
|
855,542
|
|
$
|
61,555
|
|
7.2
|
%
|
|
Fiscal 2013
|
Fiscal 2012
|
||
Full price retail stores and outlets
|
40
|
%
|
37
|
%
|
E-commerce
|
12
|
%
|
10
|
%
|
Restaurant
|
7
|
%
|
7
|
%
|
Wholesale
|
41
|
%
|
46
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2013
|
Fiscal 2012
|
||
Full price retail stores and outlets
|
51
|
%
|
48
|
%
|
E-commerce
|
13
|
%
|
11
|
%
|
Restaurant
|
10
|
%
|
10
|
%
|
Wholesale
|
26
|
%
|
31
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2013
|
Fiscal 2012
|
||
Full price retail stores
|
32
|
%
|
30
|
%
|
E-commerce
|
25
|
%
|
24
|
%
|
Wholesale
|
43
|
%
|
46
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2013
|
Fiscal 2012
|
||
Direct to Consumer
|
46
|
%
|
38
|
%
|
Wholesale
|
54
|
%
|
62
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
358,930
|
|
321,920
|
|
37,010
|
|
11.5
|
%
|
|||
Lilly Pulitzer
|
84,845
|
|
76,842
|
|
8,003
|
|
10.4
|
%
|
|||
Lanier Clothes
|
30,552
|
|
30,264
|
|
288
|
|
1.0
|
%
|
|||
Ben Sherman
|
32,094
|
|
39,430
|
|
(7,336
|
)
|
(18.6
|
)%
|
|||
Corporate and Other
|
7,153
|
|
1,101
|
|
6,052
|
|
NM
|
|
|||
Total gross profit
|
$
|
513,574
|
|
$
|
469,557
|
|
$
|
44,017
|
|
9.4
|
%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
(27
|
)
|
$
|
4,043
|
|
|
|
|||
Inventory step-up charge included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
707
|
|
$
|
—
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
||
Tommy Bahama
|
61.4
|
%
|
60.9
|
%
|
Lilly Pulitzer
|
61.5
|
%
|
62.7
|
%
|
Lanier Clothes
|
27.9
|
%
|
28.2
|
%
|
Ben Sherman
|
47.7
|
%
|
48.1
|
%
|
Corporate and Other
|
NM
|
|
NM
|
|
Consolidated gross margin
|
56.0
|
%
|
54.9
|
%
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
SG&A
|
$
|
447,645
|
|
$
|
410,737
|
|
$
|
36,908
|
|
9.0
|
%
|
SG&A (as a % of net sales)
|
48.8
|
%
|
48.0
|
%
|
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,377
|
|
$
|
—
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Change in fair value of contingent consideration included in Lilly Pulitzer
|
$
|
275
|
|
$
|
6,285
|
|
$
|
(6,010
|
)
|
(95.6
|
)%
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|
$ Change
|
|
% Change
|
|
|||
Royalties and other operating income
|
$
|
19,016
|
|
$
|
16,436
|
|
$
|
2,580
|
|
15.7
|
%
|
Gain on sale of real estate included in Corporate and Other
|
$
|
1,611
|
|
$
|
—
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
72,207
|
|
$
|
69,454
|
|
$
|
2,753
|
|
4.0
|
%
|
Lilly Pulitzer
|
25,951
|
|
20,267
|
|
5,684
|
|
28.0
|
%
|
|||
Lanier Clothes
|
10,828
|
|
10,840
|
|
(12
|
)
|
(0.1
|
)%
|
|||
Ben Sherman
|
(13,131
|
)
|
(10,898
|
)
|
(2,233
|
)
|
(20.5
|
)%
|
|||
Corporate and Other
|
(11,185
|
)
|
(20,692
|
)
|
9,507
|
|
45.9
|
%
|
|||
Total operating income
|
$
|
84,670
|
|
$
|
68,971
|
|
$
|
15,699
|
|
22.8
|
%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
(27
|
)
|
$
|
4,043
|
|
|
|
|
|
|
Inventory step-up charge included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
707
|
|
$
|
—
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,377
|
|
$
|
—
|
|
|
|
|
|
|
Change in fair value of contingent consideration included in Lilly Pulitzer
|
$
|
275
|
|
$
|
6,285
|
|
|
|
|||
Gain on sale of real estate included in Corporate and Other
|
$
|
1,611
|
|
$
|
—
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
584,941
|
|
$
|
528,639
|
|
$
|
56,302
|
|
10.7
|
%
|
Gross margin
|
61.4
|
%
|
60.9
|
%
|
|
|
|
|
|||
Operating income
|
$
|
72,207
|
|
$
|
69,454
|
|
$
|
2,753
|
|
4.0
|
%
|
Operating income as % of net sales
|
12.3
|
%
|
13.1
|
%
|
|
|
|
|
|||
Inventory step-up charge included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
707
|
|
$
|
—
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,377
|
|
$
|
—
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
137,943
|
|
$
|
122,592
|
|
$
|
15,351
|
|
12.5
|
%
|
Gross margin
|
61.5
|
%
|
62.7
|
%
|
|
|
|
|
|||
Operating income
|
$
|
25,951
|
|
$
|
20,267
|
|
$
|
5,684
|
|
28.0
|
%
|
Operating income as % of net sales
|
18.8
|
%
|
16.5
|
%
|
|
|
|
|
|||
Change in fair value of contingent consideration included in Lilly Pulitzer
|
$
|
275
|
|
$
|
6,285
|
|
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
109,530
|
|
$
|
107,272
|
|
$
|
2,258
|
|
2.1
|
%
|
Gross margin
|
27.9
|
%
|
28.2
|
%
|
|
|
|
|
|||
Operating income
|
$
|
10,828
|
|
$
|
10,840
|
|
$
|
(12
|
)
|
(0.1
|
)%
|
Operating income as % of net sales
|
9.9
|
%
|
10.1
|
%
|
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
67,218
|
|
$
|
81,922
|
|
$
|
(14,704
|
)
|
(17.9
|
)%
|
Gross margin
|
47.7
|
%
|
48.1
|
%
|
|
|
|
|
|||
Operating loss
|
$
|
(13,131
|
)
|
$
|
(10,898
|
)
|
$
|
(2,233
|
)
|
(20.5
|
)%
|
Operating loss as % of net sales
|
(19.5
|
)%
|
(13.3
|
)%
|
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
17,465
|
|
$
|
15,117
|
|
$
|
2,348
|
|
15.5
|
%
|
Operating loss
|
$
|
(11,185
|
)
|
$
|
(20,692
|
)
|
$
|
9,507
|
|
45.9
|
%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
(27
|
)
|
$
|
4,043
|
|
|
|
|||
Gain on sale of real estate included in Corporate and Other
|
$
|
1,611
|
|
$
|
—
|
|
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Interest expense, net
|
$
|
4,169
|
|
$
|
8,939
|
|
$
|
(4,770
|
)
|
(53.4
|
)%
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
|||||||
Loss on repurchase of senior notes
|
$
|
—
|
|
$
|
9,143
|
|
$
|
(9,143
|
)
|
(100.0
|
)%
|
|
Fiscal 2013
|
Fiscal 2012
|
$ Change
|
% Change
|
||||
Income taxes
|
35,210
|
|
19,572
|
|
15,638
|
|
79.9
|
%
|
Effective tax rate
|
43.7
|
%
|
38.5
|
%
|
|
|
|
|
|
Fiscal 2013
|
Fiscal 2012
|
||||
Net earnings
|
$
|
45,291
|
|
$
|
31,317
|
|
Net earnings per diluted share
|
$
|
2.75
|
|
$
|
1.89
|
|
Weighted average shares outstanding - diluted
|
16,482
|
|
16,586
|
|
($ in thousands)
|
January 31, 2015
|
February 1, 2014
|
$ Change
|
% Change
|
|||||||
Total current assets
|
$
|
281,322
|
|
$
|
271,032
|
|
$
|
10,290
|
|
3.8
|
%
|
Total current liabilities
|
158,295
|
|
133,046
|
|
25,249
|
|
19.0
|
%
|
|||
Working capital
|
$
|
123,027
|
|
$
|
137,986
|
|
$
|
(14,959
|
)
|
(10.8
|
)%
|
Working capital ratio
|
1.78
|
|
2.04
|
|
|
|
|
|
|||
Debt to total capital ratio
|
27
|
%
|
35
|
%
|
|
|
|
|
|
January 31, 2015
|
February 1, 2014
|
$ Change
|
% Change
|
|||||||
Cash and cash equivalents
|
$
|
5,281
|
|
$
|
8,483
|
|
$
|
(3,202
|
)
|
(37.7
|
)%
|
Receivables, net
|
79,104
|
|
75,277
|
|
3,827
|
|
5.1
|
%
|
|||
Inventories, net
|
148,215
|
|
143,712
|
|
4,503
|
|
3.1
|
%
|
|||
Prepaid expenses, net
|
24,219
|
|
23,095
|
|
1,124
|
|
4.9
|
%
|
|||
Deferred tax assets
|
24,503
|
|
20,465
|
|
4,038
|
|
19.7
|
%
|
|||
Total current assets
|
$
|
281,322
|
|
$
|
271,032
|
|
$
|
10,290
|
|
3.8
|
%
|
|
January 31, 2015
|
February 1, 2014
|
$ Change
|
% Change
|
|||||||
Property and equipment, net
|
$
|
155,076
|
|
$
|
141,519
|
|
$
|
13,557
|
|
9.6
|
%
|
Intangible assets, net
|
167,770
|
|
173,023
|
|
(5,253
|
)
|
(3.0
|
)%
|
|||
Goodwill
|
17,295
|
|
17,399
|
|
(104
|
)
|
(0.6
|
)%
|
|||
Other non-current assets, net
|
23,604
|
|
24,332
|
|
(728
|
)
|
(3.0
|
)%
|
|||
Total non-current assets, net
|
$
|
363,745
|
|
$
|
356,273
|
|
$
|
7,472
|
|
2.1
|
%
|
|
January 31, 2015
|
February 1, 2014
|
$ Change
|
% Change
|
|||||||
Total current liabilities
|
$
|
158,295
|
|
$
|
133,046
|
|
$
|
25,249
|
|
19.0
|
%
|
Long-term debt
|
104,842
|
|
137,592
|
|
(32,750
|
)
|
(23.8
|
)%
|
|||
Non-current contingent consideration
|
—
|
|
12,225
|
|
(12,225
|
)
|
(100.0
|
)%
|
|||
Other non-current liabilities
|
58,113
|
|
51,520
|
|
6,593
|
|
12.8
|
%
|
|||
Non-current deferred income taxes
|
33,212
|
|
32,759
|
|
453
|
|
1.4
|
%
|
|||
Total liabilities
|
$
|
354,462
|
|
$
|
367,142
|
|
(12,680
|
)
|
(3.5
|
)%
|
|
Fiscal 2014
|
Fiscal 2013
|
Fiscal 2012
|
||||||
Cash provided by operating activities
|
$
|
95,409
|
|
$
|
52,734
|
|
$
|
67,098
|
|
Cash used in investing activities
|
(50,355
|
)
|
(59,130
|
)
|
(62,515
|
)
|
|||
Cash (used in) provided by financing activities
|
(47,619
|
)
|
6,938
|
|
(10,594
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
(2,565
|
)
|
$
|
542
|
|
$
|
(6,011
|
)
|
|
Payments Due by Period
|
||||||||||||||
|
Less Than
1 year
|
1-3 Years
|
3-5 Years
|
More Than
5 Years
|
Total
|
||||||||||
Contractual Obligations:
|
|
|
|
|
|
||||||||||
U.S. Revolving Credit Agreement and U.K. Revolving Credit Agreement (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Operating leases (2)
|
65,802
|
|
121,854
|
|
102,465
|
|
222,143
|
|
512,264
|
|
|||||
Minimum royalty and advertising payments pursuant to royalty agreements
|
5,589
|
|
10,863
|
|
—
|
|
—
|
|
16,452
|
|
|||||
Letters of credit
|
8,546
|
|
—
|
|
—
|
|
—
|
|
8,546
|
|
|||||
Contingent purchase price consideration (3)
|
12,500
|
|
—
|
|
—
|
|
—
|
|
12,500
|
|
|||||
Other (4)(5)(6)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
92,437
|
|
$
|
132,717
|
|
$
|
102,465
|
|
$
|
222,143
|
|
$
|
549,762
|
|
(1)
|
Principal and interest amounts payable in future periods on our U.S. Revolving Credit Agreement and U.K. Revolving Credit Agreement have been excluded from the table above, as the amount that will be outstanding and interest rate during any fiscal year will be dependent upon future events which are not known at this time. As of
January 31, 2015
,
$104.8 million
was outstanding under our U.S. Revolving Credit Agreement, which matures in November 2018, and
$4.1 million
was outstanding under our U.K. Revolving Credit Agreement, which is payable on demand. During
Fiscal 2014
, interest paid on these revolving credit arrangements was
$3.3 million
.
|
(2)
|
Amounts to be paid in future periods for real estate taxes, insurance, other operating expenses and contingent rent applicable to the properties pursuant to the respective operating leases have been excluded from the table above, as the
|
(3)
|
Amounts included in the table reflect the remaining amount payable pursuant to a contingent consideration arrangement associated with the Lilly Pulitzer acquisition, which we anticipate paying in the First Quarter of Fiscal 2015.
|
(4)
|
Amounts totaling
$11.3 million
of deferred compensation obligations, which are included in other non-current liabilities in our consolidated balance sheet as of
January 31, 2015
, have been excluded from the table above, due to the uncertainty of the timing of the payment of these obligations, which are generally at the discretion of the individual employees or upon the death of the individual, respectively.
|
(5)
|
An environmental reserve liability of
$1.3 million
, which is included in other non-current liabilities in our consolidated balance sheet as of
January 31, 2015
and discussed in Note 6 to our consolidated financial statements included in this report, has been excluded from the above table, as we were not contractually obligated to incur these costs as of
January 31, 2015
and the timing of payment, if any, is uncertain.
|
(6)
|
Non-current deferred tax liabilities of
$33.2 million
included in our consolidated balance sheet as of
January 31, 2015
and discussed in Note 8 to our consolidated financial statements included in this report have been excluded from the above table, as deferred income tax liabilities are calculated based on temporary differences between the tax basis and book basis of assets and liabilities, which will result in taxable amounts in future years when the liabilities are settled at their reported financial statement amounts. As the results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods, scheduling deferred income tax liabilities by period could be misleading.
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except par amounts)
|
||||||
|
January 31, 2015
|
February 1, 2014
|
||||
ASSETS
|
|
|
||||
Current Assets:
|
|
|
||||
Cash and cash equivalents
|
$
|
5,281
|
|
$
|
8,483
|
|
Receivables, net
|
79,104
|
|
75,277
|
|
||
Inventories, net
|
148,215
|
|
143,712
|
|
||
Prepaid expenses, net
|
24,219
|
|
23,095
|
|
||
Deferred tax assets
|
24,503
|
|
20,465
|
|
||
Total current assets
|
281,322
|
|
271,032
|
|
||
Property and equipment, net
|
155,076
|
|
141,519
|
|
||
Intangible assets, net
|
167,770
|
|
173,023
|
|
||
Goodwill
|
17,295
|
|
17,399
|
|
||
Other non-current assets, net
|
23,604
|
|
24,332
|
|
||
Total Assets
|
$
|
645,067
|
|
$
|
627,305
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
||||
Current Liabilities:
|
|
|
||||
Accounts payable
|
$
|
80,856
|
|
$
|
75,527
|
|
Accrued compensation
|
27,519
|
|
18,412
|
|
||
Income tax payable
|
3,635
|
|
6,584
|
|
||
Other accrued expenses and liabilities
|
29,659
|
|
26,030
|
|
||
Contingent consideration
|
12,500
|
|
2,500
|
|
||
Short-term debt
|
4,126
|
|
3,993
|
|
||
Total current liabilities
|
158,295
|
|
133,046
|
|
||
Long-term debt
|
104,842
|
|
137,592
|
|
||
Non-current contingent consideration
|
—
|
|
12,225
|
|
||
Other non-current liabilities
|
58,113
|
|
51,520
|
|
||
Non-current deferred income taxes
|
33,212
|
|
32,759
|
|
||
Commitments and contingencies
|
|
|
||||
Shareholders' Equity:
|
|
|
||||
Common stock, $1.00 par value per share
|
16,478
|
|
16,416
|
|
||
Additional paid-in capital
|
119,052
|
|
114,021
|
|
||
Retained earnings
|
185,229
|
|
153,344
|
|
||
Accumulated other comprehensive loss
|
(30,154
|
)
|
(23,618
|
)
|
||
Total shareholders' equity
|
290,605
|
|
260,163
|
|
||
Total Liabilities and Shareholders' Equity
|
$
|
645,067
|
|
$
|
627,305
|
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
|
|||||||||
|
Fiscal
2014 |
Fiscal
2013 |
Fiscal
2012 |
||||||
Net sales
|
$
|
997,806
|
|
$
|
917,097
|
|
$
|
855,542
|
|
Cost of goods sold
|
443,127
|
|
403,523
|
|
385,985
|
|
|||
Gross profit
|
554,679
|
|
513,574
|
|
469,557
|
|
|||
SG&A
|
488,924
|
|
447,645
|
|
410,737
|
|
|||
Change in fair value of contingent consideration
|
275
|
|
275
|
|
6,285
|
|
|||
Royalties and other operating income
|
18,123
|
|
19,016
|
|
16,436
|
|
|||
Operating income
|
83,603
|
|
84,670
|
|
68,971
|
|
|||
Interest expense, net
|
3,483
|
|
4,169
|
|
8,939
|
|
|||
Loss on repurchase of senior notes
|
—
|
|
—
|
|
9,143
|
|
|||
Earnings before income taxes
|
80,120
|
|
80,501
|
|
50,889
|
|
|||
Income taxes
|
34,362
|
|
35,210
|
|
19,572
|
|
|||
Net earnings
|
$
|
45,758
|
|
$
|
45,291
|
|
$
|
31,317
|
|
|
|
|
|
||||||
Net earnings per share:
|
|
|
|
||||||
Basic
|
$
|
2.79
|
|
$
|
2.75
|
|
$
|
1.89
|
|
Diluted
|
$
|
2.78
|
|
$
|
2.75
|
|
$
|
1.89
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
||||||
Basic
|
16,429
|
|
16,450
|
|
16,563
|
|
|||
Dilution
|
42
|
|
32
|
|
23
|
|
|||
Diluted
|
16,471
|
|
16,482
|
|
16,586
|
|
|||
Dividends declared per share
|
$
|
0.84
|
|
$
|
0.72
|
|
$
|
0.60
|
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
|
|||||||||
|
Fiscal
2014 |
Fiscal
2013 |
Fiscal
2012 |
||||||
Net earnings
|
$
|
45,758
|
|
$
|
45,291
|
|
$
|
31,317
|
|
Other comprehensive income (loss), net of taxes
|
|
|
|
||||||
Foreign currency translation (loss) gain
|
(7,617
|
)
|
703
|
|
171
|
|
|||
Net unrealized gain (loss) on cash flow hedges
|
1,081
|
|
264
|
|
(1,082
|
)
|
|||
Total other comprehensive (loss) income, net of taxes
|
(6,536
|
)
|
967
|
|
(911
|
)
|
|||
Comprehensive income
|
$
|
39,222
|
|
$
|
46,258
|
|
$
|
30,406
|
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands)
|
|||||||||||||||
|
Common
Stock
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
Income (Loss)
|
Total
|
||||||||||
January 28, 2012
|
16,522
|
|
99,670
|
|
111,551
|
|
(23,674
|
)
|
$
|
204,069
|
|
||||
Net earnings and other comprehensive loss
|
—
|
|
—
|
|
31,317
|
|
(911
|
)
|
30,406
|
|
|||||
Shares issued under stock plans, including excess tax benefits of $0.4 million
|
73
|
|
2,465
|
|
—
|
|
—
|
|
2,538
|
|
|||||
Compensation expense for stock awards
|
—
|
|
2,756
|
|
—
|
|
—
|
|
2,756
|
|
|||||
Cash dividends declared and paid
|
—
|
|
—
|
|
(9,924
|
)
|
—
|
|
(9,924
|
)
|
|||||
February 2, 2013
|
16,595
|
|
104,891
|
|
132,944
|
|
(24,585
|
)
|
229,845
|
|
|||||
Net earnings and other comprehensive income
|
—
|
|
—
|
|
45,291
|
|
967
|
|
46,258
|
|
|||||
Shares issued under stock plans, including excess tax benefits of $6.1 million
|
44
|
|
7,471
|
|
—
|
|
—
|
|
7,515
|
|
|||||
Compensation expense for stock awards
|
—
|
|
1,659
|
|
—
|
|
—
|
|
1,659
|
|
|||||
Repurchase of common stock
|
(223
|
)
|
—
|
|
(12,976
|
)
|
—
|
|
(13,199
|
)
|
|||||
Cash dividends declared and paid
|
—
|
|
—
|
|
(11,915
|
)
|
—
|
|
(11,915
|
)
|
|||||
February 1, 2014
|
16,416
|
|
114,021
|
|
153,344
|
|
(23,618
|
)
|
260,163
|
|
|||||
Net earnings and other comprehensive loss
|
—
|
|
—
|
|
45,758
|
|
(6,536
|
)
|
39,222
|
|
|||||
Shares issued under stock plans, including excess tax benefits of $0.1 million
|
62
|
|
928
|
|
—
|
|
—
|
|
990
|
|
|||||
Compensation expense for stock awards
|
—
|
|
4,103
|
|
—
|
|
—
|
|
4,103
|
|
|||||
Cash dividends declared and paid
|
—
|
|
—
|
|
(13,873
|
)
|
—
|
|
(13,873
|
)
|
|||||
January 31, 2015
|
$
|
16,478
|
|
$
|
119,052
|
|
$
|
185,229
|
|
$
|
(30,154
|
)
|
$
|
290,605
|
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands
|
|||||||||
|
Fiscal 2014
|
Fiscal 2013
|
Fiscal 2012
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
||||||
Net earnings
|
$
|
45,758
|
|
$
|
45,291
|
|
$
|
31,317
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
||||||
Depreciation
|
35,165
|
|
31,677
|
|
25,310
|
|
|||
Amortization of intangible assets
|
2,481
|
|
2,225
|
|
1,025
|
|
|||
Change in fair value of contingent consideration
|
275
|
|
275
|
|
6,285
|
|
|||
Amortization of deferred financing costs and bond discount
|
385
|
|
443
|
|
962
|
|
|||
Loss on repurchase of senior notes
|
—
|
|
—
|
|
9,143
|
|
|||
Gain on sale of property and equipment
|
—
|
|
(1,611
|
)
|
—
|
|
|||
Stock compensation expense
|
4,103
|
|
1,659
|
|
2,756
|
|
|||
Deferred income taxes
|
(3,217
|
)
|
674
|
|
(3,753
|
)
|
|||
Excess tax benefits related to stock-based compensation
|
—
|
|
(6,086
|
)
|
(354
|
)
|
|||
Changes in working capital, net of acquisitions and dispositions:
|
|
|
|
||||||
Receivables
|
(5,672
|
)
|
(11,917
|
)
|
(3,026
|
)
|
|||
Inventories
|
(7,101
|
)
|
(29,488
|
)
|
(5,408
|
)
|
|||
Prepaid expenses
|
(1,646
|
)
|
(3,068
|
)
|
(1,640
|
)
|
|||
Current liabilities
|
18,314
|
|
16,821
|
|
2,429
|
|
|||
Other non-current assets
|
37
|
|
(1,031
|
)
|
(3,886
|
)
|
|||
Other non-current liabilities
|
6,527
|
|
6,870
|
|
5,938
|
|
|||
Cash provided by operating activities
|
95,409
|
|
52,734
|
|
67,098
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
—
|
|
(17,888
|
)
|
(1,813
|
)
|
|||
Purchases of property and equipment
|
(50,355
|
)
|
(43,372
|
)
|
(60,702
|
)
|
|||
Proceeds from sale of property and equipment
|
—
|
|
2,130
|
|
—
|
|
|||
Cash used in investing activities
|
(50,355
|
)
|
(59,130
|
)
|
(62,515
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
||||||
Repayment of revolving credit arrangements
|
(352,784
|
)
|
(329,695
|
)
|
(193,328
|
)
|
|||
Proceeds from revolving credit arrangements
|
320,548
|
|
354,649
|
|
307,270
|
|
|||
Repurchase of senior notes
|
—
|
|
—
|
|
(111,000
|
)
|
|||
Deferred financing costs paid
|
—
|
|
(401
|
)
|
(1,524
|
)
|
|||
Payment of contingent consideration amounts earned
|
(2,500
|
)
|
—
|
|
(4,980
|
)
|
|||
Proceeds from issuance of common stock, including excess tax benefits
|
990
|
|
7,499
|
|
2,892
|
|
|||
Repurchase of stock awards for employee tax withholding liabilities
|
—
|
|
(13,199
|
)
|
—
|
|
|||
Cash dividends declared and paid
|
(13,873
|
)
|
(11,915
|
)
|
(9,924
|
)
|
|||
Cash (used in) provided by financing activities
|
(47,619
|
)
|
6,938
|
|
(10,594
|
)
|
|||
Net change in cash and cash equivalents
|
(2,565
|
)
|
542
|
|
(6,011
|
)
|
|||
Effect of foreign currency translation on cash and cash equivalents
|
(637
|
)
|
424
|
|
155
|
|
|||
Cash and cash equivalents at the beginning of year
|
8,483
|
|
7,517
|
|
13,373
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
5,281
|
|
$
|
8,483
|
|
$
|
7,517
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||||
Cash paid for interest, net
|
$
|
3,297
|
|
$
|
3,826
|
|
$
|
8,348
|
|
Cash paid for income taxes
|
$
|
41,806
|
|
$
|
18,158
|
|
$
|
25,442
|
|
Leasehold improvements
|
|
Lesser of remaining life of the asset or lease term
|
Furniture, fixtures, equipment and technology
|
|
2 – 15 years
|
Buildings and improvements
|
|
7 – 40 years
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
Fiscal 2012
|
|
|||
Balance at beginning of year
|
$
|
14,725
|
|
$
|
14,450
|
|
$
|
13,145
|
|
Change in fair value of contingent consideration
|
275
|
|
275
|
|
6,285
|
|
|||
Contingent consideration payments made to sellers during the year
|
(2,500
|
)
|
—
|
|
(4,980
|
)
|
|||
Balance at end of year
|
$
|
12,500
|
|
$
|
14,725
|
|
$
|
14,450
|
|
•
|
Level 1—Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2—Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, which includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
Total Fair Value
|
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
|
Significant Other
Observable Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
January 31, 2015
|
|
|
|
|
||||||||
Financial Assets:
|
|
|
|
|
||||||||
Forward foreign currency exchange contracts
|
$
|
746
|
|
$
|
—
|
|
$
|
746
|
|
$
|
—
|
|
Financial Liabilities:
|
|
|
|
|
||||||||
Interest rate swap agreements
|
$
|
4
|
|
$
|
—
|
|
$
|
4
|
|
$
|
—
|
|
Fair value of contingent consideration
|
$
|
12,500
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,500
|
|
February 1, 2014
|
|
|
|
|
||||||||
Financial Liabilities:
|
|
|
|
|
||||||||
Forward foreign currency exchange contracts
|
$
|
285
|
|
$
|
—
|
|
$
|
285
|
|
$
|
—
|
|
Interest rate swap agreements
|
$
|
50
|
|
$
|
—
|
|
$
|
50
|
|
$
|
—
|
|
Fair value of contingent consideration (current and non-current)
|
$
|
14,725
|
|
$
|
—
|
|
$
|
—
|
|
$
|
14,725
|
|
|
Fiscal 2014
|
Fiscal 2013
|
Fiscal 2012
|
||||||
Net sales
|
|
|
|
||||||
Tommy Bahama
|
$
|
627,498
|
|
$
|
584,941
|
|
$
|
528,639
|
|
Lilly Pulitzer
|
167,736
|
|
137,943
|
|
122,592
|
|
|||
Lanier Clothes
|
112,934
|
|
109,530
|
|
107,272
|
|
|||
Ben Sherman
|
77,481
|
|
67,218
|
|
81,922
|
|
|||
Corporate and Other
|
12,157
|
|
17,465
|
|
15,117
|
|
|||
Total
|
$
|
997,806
|
|
$
|
917,097
|
|
$
|
855,542
|
|
Depreciation and Amortization of Intangible Assets
|
|
|
|
||||||
Tommy Bahama
|
$
|
27,412
|
|
$
|
24,806
|
|
$
|
18,551
|
|
Lilly Pulitzer
|
4,616
|
|
3,215
|
|
2,402
|
|
|||
Lanier Clothes
|
350
|
|
347
|
|
421
|
|
|||
Ben Sherman
|
3,082
|
|
3,154
|
|
2,889
|
|
|||
Corporate and Other
|
2,186
|
|
2,380
|
|
2,072
|
|
|||
Total
|
$
|
37,646
|
|
$
|
33,902
|
|
$
|
26,335
|
|
Operating Income (Loss)
|
|
|
|
||||||
Tommy Bahama
|
$
|
71,132
|
|
$
|
72,207
|
|
$
|
69,454
|
|
Lilly Pulitzer
|
32,190
|
|
25,951
|
|
20,267
|
|
|||
Lanier Clothes
|
10,849
|
|
10,828
|
|
10,840
|
|
|||
Ben Sherman
|
(10,832
|
)
|
(13,131
|
)
|
(10,898
|
)
|
|||
Corporate and Other
|
(19,736
|
)
|
(11,185
|
)
|
(20,692
|
)
|
|||
Total operating income
|
83,603
|
|
84,670
|
|
68,971
|
|
|||
Interest expense, net
|
3,483
|
|
4,169
|
|
8,939
|
|
|||
Loss on repurchase of senior notes
|
—
|
|
—
|
|
9,143
|
|
|||
Earnings Before Income Taxes
|
$
|
80,120
|
|
$
|
80,501
|
|
$
|
50,889
|
|
|
Fiscal 2014
|
Fiscal 2013
|
Fiscal 2012
|
||||||
Purchases of Property and Equipment
|
|
|
|
||||||
Tommy Bahama
|
$
|
35,782
|
|
$
|
30,810
|
|
$
|
46,392
|
|
Lilly Pulitzer
|
7,335
|
|
10,343
|
|
4,576
|
|
|||
Lanier Clothes
|
1,740
|
|
30
|
|
593
|
|
|||
Ben Sherman
|
4,290
|
|
1,137
|
|
3,997
|
|
|||
Corporate and Other
|
1,208
|
|
1,052
|
|
5,144
|
|
|||
Total
|
$
|
50,355
|
|
$
|
43,372
|
|
$
|
60,702
|
|
|
January 31, 2015
|
February 1, 2014
|
||||
Total Assets
|
|
|
||||
Tommy Bahama
|
$
|
428,835
|
|
$
|
408,599
|
|
Lilly Pulitzer
|
108,969
|
|
101,704
|
|
||
Lanier Clothes
|
35,152
|
|
39,989
|
|
||
Ben Sherman
|
78,568
|
|
79,299
|
|
||
Corporate and Other
|
(6,457
|
)
|
(2,286
|
)
|
||
Total
|
$
|
645,067
|
|
$
|
627,305
|
|
|
January 31, 2015
|
February 1, 2014
|
||||
United States
|
$
|
140,104
|
|
$
|
124,894
|
|
United Kingdom and Europe
|
7,764
|
|
7,086
|
|
||
Other foreign
|
7,208
|
|
9,539
|
|
||
Total
|
$
|
155,076
|
|
$
|
141,519
|
|
|
Fiscal 2014
|
Fiscal 2013
|
Fiscal 2012
|
||||||
United States
|
$
|
904,647
|
|
$
|
843,620
|
|
$
|
793,289
|
|
United Kingdom and Europe
|
55,159
|
|
45,488
|
|
51,536
|
|
|||
Other foreign
|
38,000
|
|
27,989
|
|
10,717
|
|
|||
Total
|
$
|
997,806
|
|
$
|
917,097
|
|
$
|
855,542
|
|
|
January 31, 2015
|
February 1, 2014
|
||||
Land
|
$
|
1,594
|
|
$
|
1,594
|
|
Buildings and improvements
|
29,301
|
|
28,727
|
|
||
Furniture, fixtures, equipment and technology
|
161,130
|
|
140,616
|
|
||
Leasehold improvements
|
189,417
|
|
168,950
|
|
||
Subtotal
|
381,442
|
|
339,887
|
|
||
Less accumulated depreciation and amortization
|
(226,366
|
)
|
(198,368
|
)
|
||
Total property and equipment, net
|
$
|
155,076
|
|
$
|
141,519
|
|
|
January 31, 2015
|
February 1, 2014
|
||||
Intangible assets with finite lives, which primarily consist of reacquired license rights and customer relationships:
|
$
|
52,668
|
|
$
|
55,050
|
|
Accumulated amortization
|
(44,375
|
)
|
(43,488
|
)
|
||
Total intangible assets with finite lives, net
|
8,293
|
|
11,562
|
|
||
Intangible assets with indefinite lives:
|
|
|
||||
Trademarks
|
159,477
|
|
161,461
|
|
||
Total intangible assets, net
|
$
|
167,770
|
|
$
|
173,023
|
|
|
Tommy Bahama
|
Lilly Pulitzer
|
Ben Sherman
|
Total
|
||||||||
Balance, January 28, 2012
|
$
|
111,964
|
|
$
|
30,028
|
|
$
|
23,201
|
|
$
|
165,193
|
|
Amortization
|
(384
|
)
|
(389
|
)
|
(252
|
)
|
(1,025
|
)
|
||||
Other, including foreign currency changes
|
—
|
|
—
|
|
149
|
|
149
|
|
||||
Balance, February 2, 2013
|
111,580
|
|
29,639
|
|
23,098
|
|
164,317
|
|
||||
Acquisition of reacquired license rights
|
11,041
|
|
—
|
|
—
|
|
11,041
|
|
||||
Amortization
|
(1,687
|
)
|
(329
|
)
|
(209
|
)
|
(2,225
|
)
|
||||
Other, including foreign currency changes
|
(1,076
|
)
|
—
|
|
966
|
|
(110
|
)
|
||||
Balance, February 1, 2014
|
119,858
|
|
29,310
|
|
23,855
|
|
173,023
|
|
||||
Amortization
|
(2,004
|
)
|
(278
|
)
|
(199
|
)
|
(2,481
|
)
|
||||
Other, including foreign currency changes
|
(751
|
)
|
—
|
|
(2,021
|
)
|
(2,772
|
)
|
||||
Balance, January 31, 2015
|
$
|
117,103
|
|
$
|
29,032
|
|
$
|
21,635
|
|
$
|
167,770
|
|
|
Tommy Bahama
|
Lilly Pulitzer
|
Total
|
||||||
Balance, January 28, 2012
|
$
|
—
|
|
$
|
16,495
|
|
$
|
16,495
|
|
Acquisition
|
780
|
|
—
|
|
780
|
|
|||
Balance, February 2, 2013
|
780
|
|
16,495
|
|
17,275
|
|
|||
Acquisition
|
247
|
|
—
|
|
247
|
|
|||
Other, including foreign currency changes
|
(123
|
)
|
—
|
|
(123
|
)
|
|||
Balance, February 1, 2014
|
904
|
|
16,495
|
|
17,399
|
|
|||
Other, including foreign currency changes
|
(104
|
)
|
—
|
|
(104
|
)
|
|||
Balance, January 31, 2015
|
$
|
800
|
|
$
|
16,495
|
|
$
|
17,295
|
|
|
January 31, 2015
|
February 1, 2014
|
||||
$235 million U.S. Secured Revolving Credit Facility ("U.S. Revolving Credit Agreement")(1)
|
$
|
104,842
|
|
$
|
137,592
|
|
£7 million Senior Secured Revolving Credit Facility ("U.K. Revolving Credit Agreement")(2)
|
4,126
|
|
3,993
|
|
||
Total debt
|
108,968
|
|
141,585
|
|
||
Short-term debt
|
(4,126
|
)
|
(3,993
|
)
|
||
Long-term debt
|
$
|
104,842
|
|
$
|
137,592
|
|
(1)
|
The U.S. Revolving Credit Agreement generally (i) is limited to a borrowing base consisting of specified percentages of eligible categories of assets; (ii) accrues variable-rate interest (weighted average borrowing rate of
1.8%
as of
January 31, 2015
), unused line fees and letter of credit fees based upon a pricing grid which is tied to average unused availability and/or utilization; (iii) requires periodic interest payments with principal due at maturity (November 2018); and (iv) is generally secured by a first priority security interest in the accounts receivable, inventory, general intangibles and eligible trademarks, investment property (including the equity interests of certain subsidiaries), deposit accounts, intercompany obligations, equipment, goods, documents, contracts, books and records and other personal property of Oxford Industries, Inc. and substantially all of its domestic subsidiaries.
|
(2)
|
The U.K. Revolving Credit Agreement generally (i) accrues interest at the
bank's base rate
plus an applicable margin (
4.0%
as of
January 31, 2015
); (ii) requires interest payments monthly with principal payable on demand; and (iii) is collateralized by substantially all of the assets of our United Kingdom Ben Sherman subsidiaries.
|
|
Fiscal 2014
|
Fiscal 2013
|
Fiscal 2012
|
||||||||||||
|
Number of
Shares
|
Weighted-
average
grant date
fair value
|
Number of
Shares
|
Weighted-
average
grant date
fair value
|
Number of
Shares
|
Weighted-
average
grant date
fair value
|
|||||||||
Restricted share awards outstanding at beginning of fiscal year
|
56,521
|
|
$
|
47
|
|
487,500
|
|
$
|
12
|
|
497,500
|
|
$
|
12
|
|
Service-based restricted share awards granted/issued
|
35,641
|
|
$
|
78
|
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
Performance-based restricted share awards issued related to prior year performance awards
|
—
|
|
$
|
—
|
|
59,129
|
|
$
|
47
|
|
—
|
|
$
|
—
|
|
Restricted share awards vested, including restricted shares repurchased from employees for employees' tax liability
|
—
|
|
$
|
—
|
|
(487,500
|
)
|
$
|
12
|
|
—
|
|
$
|
—
|
|
Restricted shares forfeited
|
(990
|
)
|
78
|
|
(2,608
|
)
|
$
|
43
|
|
(10,000
|
)
|
$
|
23
|
|
|
Restricted shares outstanding at end of fiscal year
|
91,172
|
|
$
|
59
|
|
56,521
|
|
$
|
47
|
|
487,500
|
|
$
|
12
|
|
Grant
|
Number of
Unvested Share Awards
|
Average Market
Price on
Date of Grant
|
Vesting
Date
|
|||
Fiscal 2012 Performance-based Restricted Share Awards
|
56,521
|
|
$
|
47
|
|
March 2016
|
Fiscal 2014 Service-based Restricted Share Awards
|
34,651
|
|
$
|
78
|
|
April 2017
|
Total
|
91,172
|
|
|
|
|
Foreign
currency translation gain (loss) |
Net unrealized
gain (loss) on cash flow hedges |
Accumulated
other comprehensive income (loss) |
||||||
Balance, January 28, 2012
|
$
|
(24,157
|
)
|
$
|
483
|
|
$
|
(23,674
|
)
|
Total other comprehensive income (loss), net of taxes
|
171
|
|
(1,082
|
)
|
(911
|
)
|
|||
Balance, February 2, 2013
|
(23,986
|
)
|
(599
|
)
|
(24,585
|
)
|
|||
Total other comprehensive income, net of taxes
|
703
|
|
264
|
|
967
|
|
|||
Balance, February 1, 2014
|
(23,283
|
)
|
(335
|
)
|
(23,618
|
)
|
|||
Total other comprehensive income, net of taxes
|
(7,617
|
)
|
1,081
|
|
(6,536
|
)
|
|||
Balance, January 31, 2015
|
$
|
(30,900
|
)
|
$
|
746
|
|
$
|
(30,154
|
)
|
|
Fiscal
2014 |
Fiscal
2013 |
Fiscal
2012 |
||||||
Earnings before income taxes:
|
|
|
|
||||||
Domestic
|
$
|
90,254
|
|
$
|
98,476
|
|
$
|
63,429
|
|
Foreign
|
(10,134
|
)
|
(17,975
|
)
|
(12,540
|
)
|
|||
Earnings before income taxes
|
$
|
80,120
|
|
$
|
80,501
|
|
$
|
50,889
|
|
|
|
|
|
||||||
Income taxes:
|
|
|
|
||||||
Current:
|
|
|
|
||||||
Federal
|
$
|
32,298
|
|
$
|
30,190
|
|
$
|
21,682
|
|
State
|
4,601
|
|
3,911
|
|
2,365
|
|
|||
Foreign
|
652
|
|
423
|
|
(724
|
)
|
|||
|
37,551
|
|
34,524
|
|
23,323
|
|
|||
Deferred—primarily Federal
|
(3,114
|
)
|
1,343
|
|
(3,271
|
)
|
|||
Deferred—Foreign
|
(75
|
)
|
(657
|
)
|
(480
|
)
|
|||
Income taxes
|
$
|
34,362
|
|
$
|
35,210
|
|
$
|
19,572
|
|
|
Fiscal
2014 |
Fiscal
2013 |
Fiscal
2012 |
|||
Statutory tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
State income taxes—net of federal income tax benefit
|
3.1
|
%
|
3.1
|
%
|
3.0
|
%
|
Impact of foreign operations (1)
|
1.9
|
%
|
2.6
|
%
|
3.3
|
%
|
Valuation allowance against foreign losses and other carryforwards (2)
|
2.8
|
%
|
4.5
|
%
|
4.1
|
%
|
Reduction in contingency reserves related to unrecognized tax benefits (3)
|
—
|
%
|
—
|
%
|
(3.7
|
)%
|
Change in assertion on permanent reinvestment of foreign earnings
|
—
|
%
|
—
|
%
|
(1.9
|
)%
|
Other, net
|
0.1
|
%
|
(1.5
|
)%
|
(1.3
|
)%
|
Effective tax rate for continuing operations
|
42.9
|
%
|
43.7
|
%
|
38.5
|
%
|
|
January 31,
2015 |
February 1,
2014 |
||||
Deferred Tax Assets:
|
|
|
||||
Inventories
|
$
|
15,385
|
|
$
|
14,674
|
|
Accrued compensation and benefits
|
11,727
|
|
7,993
|
|
||
Receivable allowances and reserves
|
2,439
|
|
2,187
|
|
||
Depreciation and amortization
|
2,038
|
|
1,988
|
|
||
Deferred rent and lease obligations
|
3,729
|
|
3,315
|
|
||
Operating loss and other carry-forwards
|
6,907
|
|
6,730
|
|
||
Other, net
|
1,408
|
|
1,014
|
|
||
Deferred tax assets
|
43,633
|
|
37,901
|
|
||
Deferred Tax Liabilities:
|
|
|
||||
Acquired intangible assets
|
(43,885
|
)
|
(43,364
|
)
|
||
Deferred tax liabilities
|
(43,885
|
)
|
(43,364
|
)
|
||
Valuation allowance
|
(8,457
|
)
|
(6,831
|
)
|
||
Net deferred tax liability
|
$
|
(8,709
|
)
|
$
|
(12,294
|
)
|
|
January 31,
2015 |
February 1,
2014 |
||||
Assets:
|
|
|
||||
Deferred tax assets
|
$
|
24,503
|
|
$
|
20,465
|
|
Liabilities:
|
|
|
||||
Deferred tax liabilities
|
(33,212
|
)
|
(32,759
|
)
|
||
Net deferred tax liability
|
$
|
(8,709
|
)
|
$
|
(12,294
|
)
|
Service
|
Fiscal 2014
|
Fiscal 2013
|
Fiscal 2012
|
||||||
Interest and agent fees for our credit facility
|
$
|
606
|
|
$
|
696
|
|
$
|
569
|
|
Cash management services
|
$
|
92
|
|
$
|
92
|
|
$
|
106
|
|
Lead arranger, bookrunner and upfront fees
|
$
|
—
|
|
$
|
254
|
|
$
|
616
|
|
Other
|
$
|
9
|
|
$
|
6
|
|
$
|
9
|
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Total
|
||||||||||
Fiscal 2014
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
257,649
|
|
$
|
246,246
|
|
$
|
219,457
|
|
$
|
274,454
|
|
$
|
997,806
|
|
Gross profit
|
$
|
147,328
|
|
$
|
145,415
|
|
$
|
112,946
|
|
$
|
148,990
|
|
$
|
554,679
|
|
Operating income
|
$
|
28,469
|
|
$
|
26,825
|
|
$
|
2,606
|
|
$
|
25,703
|
|
$
|
83,603
|
|
Net earnings (loss)
|
$
|
14,969
|
|
$
|
15,069
|
|
$
|
(74
|
)
|
$
|
15,794
|
|
$
|
45,758
|
|
Net earnings (loss) per share:
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
0.91
|
|
$
|
0.92
|
|
$
|
—
|
|
$
|
0.96
|
|
$
|
2.78
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
16,418
|
|
16,425
|
|
16,435
|
|
16,440
|
|
16,429
|
|
|||||
Diluted
|
16,450
|
|
16,460
|
|
16,435
|
|
16,501
|
|
16,471
|
|
|||||
|
|
|
|
|
|
||||||||||
Fiscal 2013
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
234,203
|
|
$
|
235,024
|
|
$
|
197,506
|
|
$
|
250,364
|
|
$
|
917,097
|
|
Gross profit
|
$
|
134,075
|
|
$
|
136,849
|
|
$
|
104,785
|
|
$
|
137,865
|
|
$
|
513,574
|
|
Operating income
|
$
|
26,061
|
|
$
|
27,712
|
|
$
|
4,551
|
|
$
|
26,346
|
|
$
|
84,670
|
|
Net earnings
|
$
|
13,623
|
|
$
|
15,806
|
|
$
|
889
|
|
$
|
14,973
|
|
$
|
45,291
|
|
Net earnings per share:
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
0.82
|
|
$
|
0.96
|
|
$
|
0.05
|
|
$
|
0.91
|
|
$
|
2.75
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
16,586
|
|
16,394
|
|
16,406
|
|
16,414
|
|
16,450
|
|
|||||
Diluted
|
16,611
|
|
16,423
|
|
16,435
|
|
16,444
|
|
16,482
|
|
Column A
|
Column B
|
Column C
|
|
Column D
|
|
Column E
|
|||||||||
Description
|
Balance at
Beginning
of Period
|
Additions
Charged to
Costs and
Expenses
|
Charged
to Other
Accounts–
Describe
|
Deductions–
Describe
|
|
Balance at
End of
Period
|
|||||||||
|
(In thousands)
|
||||||||||||||
Fiscal 2014
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|||||||||
Accounts receivable reserves(1)
|
$
|
9,684
|
|
$
|
10,500
|
|
—
|
|
$
|
(10,844
|
)
|
(3)
|
$
|
9,340
|
|
Allowance for doubtful accounts(2)
|
641
|
|
319
|
|
—
|
|
(210
|
)
|
(4)
|
750
|
|
||||
Fiscal 2013
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|||||||||
Accounts receivable reserves(1)
|
$
|
11,094
|
|
$
|
11,245
|
|
—
|
|
$
|
(12,655
|
)
|
(3)
|
$
|
9,684
|
|
Allowance for doubtful accounts(2)
|
1,005
|
|
(406
|
)
|
—
|
|
42
|
|
(4)
|
641
|
|
||||
Fiscal 2012
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|||||||||
Accounts receivable reserves(1)
|
$
|
8,429
|
|
$
|
11,238
|
|
—
|
|
$
|
(8,573
|
)
|
(3)
|
$
|
11,094
|
|
Allowance for doubtful accounts(2)
|
1,980
|
|
132
|
|
—
|
|
(1,107
|
)
|
(4)
|
1,005
|
|
(1)
|
Accounts receivable reserves include estimated reserves for allowances, returns and discounts related to our wholesale operations as discussed in our significant accounting policy disclosure for Revenue Recognition and Accounts Receivable in Note 1 of our consolidated financial statements.
|
(2)
|
Allowance for doubtful accounts consists of amounts reserved for our estimate of a customer's inability to meet its financial obligations as discussed in our significant accounting policy disclosure for Revenue Recognition and Accounts Receivable in Note 1 of our consolidated financial statements.
|
(3)
|
Principally amounts written off related to customer allowances, returns and discounts.
|
(4)
|
Principally accounts written off as uncollectible.
|
/s/ THOMAS C. CHUBB III
|
|
/s/ K. SCOTT GRASSMYER
|
Thomas C. Chubb III
Chief Executive Officer and President
(Principal Executive Officer)
|
|
K. Scott Grassmyer
Executive Vice President—Finance, Chief Financial Officer and Controller
(Principal Financial Officer)
|
March 30, 2015
|
|
March 30, 2015
|
•
|
eliminate certain “share recycling” provisions previously permitted under Section 3(b) of the plan;
|
•
|
delete a “reload option” feature previously permitted under Section 5(d) of the plan;
|
•
|
require a minimum one year vesting period (which is inclusive of any performance period, for performance-based awards) for employee awards granted in the form of stock options, stock appreciation rights, restricted shares or restricted share units;
|
•
|
clarify that for any performance-based restricted share units, the performance period commencement date is not necessarily required to be triggered by the grant date of such an award;
|
•
|
amend Section 15(b) of the plan to expressly prohibit the re-pricing of any stock appreciation right without the approval of shareholders; and
|
•
|
amend Section 15(b) of the plan to expressly prohibit the purchase or buyout of underwater options and stock appreciation rights without the approval of shareholders.
|
Name
|
Position Held
|
Thomas C. Chubb III
|
Chief Executive Officer and President
|
Scott A. Beaumont
|
CEO, Lilly Pulitzer Group
|
Thomas E. Campbell
|
Executive Vice President - Law and Administration, General Counsel and Secretary
|
K. Scott Grassmyer
|
Executive Vice President - Finance, Chief Financial Officer and Controller
|
J. Wesley Howard, Jr.
|
President, Lanier Clothes
|
Mark Maidment
|
CEO, Ben Sherman Group
|
Terry R. Pillow
|
CEO, Tommy Bahama Group
|
•
|
Consolidated Balance Sheets as of
January 31, 2015
and
February 1, 2014
.
|
•
|
Consolidated Statements of Operations for
Fiscal 2014
,
Fiscal 2013
and
Fiscal 2012
.
|
•
|
Consolidated Statements of Comprehensive Income for
Fiscal 2014
,
Fiscal 2013
and
Fiscal 2012
.
|
•
|
Consolidated Statements of Shareholders' Equity for
Fiscal 2014
,
Fiscal 2013
and
Fiscal 2012
.
|
•
|
Consolidated Statements of Cash Flows for
Fiscal 2014
,
Fiscal 2013
and
Fiscal 2012
.
|
•
|
Notes to Consolidated Financial Statements for
Fiscal 2014
,
Fiscal 2013
and
Fiscal 2012
.
|
•
|
Schedule II—Valuation and Qualifying Accounts
|
2.1
|
|
Stock Purchase Agreement, dated as of December 21, 2010, by and among Oxford Industries, Inc., Sugartown Worldwide, Inc., SWI Holdings, Inc. and the other sellers party thereto. Incorporated by reference to Exhibit 2.1 to the Company's Form 8-K filed on December 21, 2010.
|
3.1
|
|
Restated Articles of Incorporation of Oxford Industries, Inc. Incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q for the fiscal quarter ended August 29, 2003.
|
3.2
|
|
Bylaws of Oxford Industries, Inc., as amended. Incorporated by reference to Exhibit 3.2 to the Company's Form 10-K for the fiscal year ended February 1, 2014.
|
10.1
|
|
Executive Medical Plan. Incorporated by reference to Exhibit 10(d) to the Company's Form 10-K for the fiscal year ended June 3, 2005.†
|
10.2
|
|
Amended and Restated Long-Term Stock Incentive Plan, effective as of March 24, 2015.*
|
10.3
|
|
Form of Terms and Conditions of the Oxford Industries, Inc. Performance Share Unit Award Program for Fiscal 2012. Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on March 23, 2012.†
|
10.4
|
|
Form of Oxford Industries, Inc. Performance Equity Award Agreement (Fiscal 2014 Performance-Based). Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on April 4, 2014.†
|
10.5
|
|
Form of Oxford Industries, Inc. Restricted Stock Award Agreement. Incorporate by reference to Exhibit 10.2 to the Company's Form 8-K filed April 4, 2014.†
|
10.6
|
|
Earnout Agreement, dated as of December 21, 2010, by and among Oxford Industries, Inc., Sugartown Worldwide, Inc., SWI Holdings, Inc. and the other parties thereto. Incorporated by reference to Exhibit 10.20 to the Company's Form 10-K for the fiscal year ended January 29, 2011.
|
10.7
|
|
First Amendment to Earnout Agreement, dated as of December 19, 2012, by and among Oxford Industries, Inc., Sugartown Worldwide LLC, and SWI Holdings, Inc., on behalf of itself and on behalf of the Sellers. Incorporated by reference to Exhibit 10.9 to the Company's Form 10-K for the fiscal year ended February 2, 2013.
|
10.8
|
|
Third Amended and Restated Credit Agreement, dated as of June 14, 2012, by and among Oxford Industries, Inc., Tommy Bahama Group, Inc., the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lenders, the financial institutions party thereto from time to time as Issuing Banks and SunTrust Bank, as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 15, 2012.
|
10.9
|
|
Third Amended and Restated Pledge and Security Agreement, dated as of June 14, 2012, among Oxford Industries, Inc., the other Grantors party thereto and SunTrust Bank, as administrative agent. Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 15, 2012.
|
10.10
|
|
First Amendment, dated November 21, 2013, to Third Amended and Restated Credit Agreement, by and among Oxford Industries, Inc., Tommy Bahama Group, Inc., the Persons party thereto from time to time as Guarantors, the financial institutions party thereto from time to time as lenders, the financial institutions party thereto from time to time as Issuing Banks and SunTrust Bank, as administrative agent. Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 25, 2013.
|
10.11
|
|
Oxford Industries, Inc. Deferred Compensation Plan (as amended and restated effective June 13, 2012). Incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q for the fiscal quarter ended October 27, 2012.†
|
10.12
|
|
Executive Post-Retirement Benefits Agreement, dated December 31, 2012, by and between Oxford Industries, Inc. and J. Hicks Lanier. Incorporated by reference to Exhibit 10.15 to the Company's Form 10-K for the fiscal year ended February 2, 2013.†
|
10.13
|
|
Oxford Industries, Inc. Executive Performance Incentive Plan (as amended and restated, effective March 27, 2013). Incorporated by reference to Appendix A to the Company's Proxy Statement for its Annual Meeting of Shareholders held June 19, 2013, filed on May 17, 2013.†
|
21
|
|
List of Subsidiaries.*
|
23
|
|
Consent of Independent Registered Public Accounting Firm.*
|
24
|
|
Powers of Attorney.*
|
31.1
|
|
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
31.2
|
|
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
|
32
|
|
Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.*
|
101INS
|
|
XBRL Instance Document
|
101SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
*
|
Filed herewith
|
††
|
Management contract or compensation plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(b) of this report.
|
|
Oxford Industries, Inc.
|
|
|
By:
|
/s/ THOMAS C. CHUBB III
|
|
|
Thomas C. Chubb III
Chief Executive Officer and President
|
Signature
|
Capacity
|
Date
|
|
|
|
|
|
/s/ THOMAS C. CHUBB III
|
Chief Executive Officer and President
(Principal Executive Officer) and
Director
|
|
|
Thomas C. Chubb III
|
March 30, 2015
|
||
/s/ K. SCOTT GRASSMYER
|
Executive Vice President - Finance, Chief
Financial Officer and Controller
(Principal Financial Officer and
Principal Accounting Officer)
|
|
|
K. Scott Grassmyer
|
March 30, 2015
|
||
*
|
|
|
|
Thomas C. Gallagher
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
George C. Guynn
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
John R. Holder
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
J. Hicks Lanier
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
J. Reese Lanier
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
Dennis M. Love
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
Clarence H. Smith
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
Clyde C. Tuggle
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
Helen B. Weeks
|
Director
|
March 30, 2015
|
|
*
|
|
|
|
E. Jenner Wood III
|
Director
|
March 30, 2015
|
|
|
|
|
|
*By
|
/s/ THOMAS E. CAMPBELL
|
|
|
|
Thomas E. Campbell
as Attorney-in-Fact
|
|
|
3.
|
Shares Available Under the Plan
.
|
9.
|
Transferability
.
|
Name
|
|
% of Voting
Securities |
Jurisdiction of
Incorporation or Organization |
Oxford Industries, Inc.
|
|
|
|
Ben Sherman Clothing LLC
|
100
|
Georgia
|
|
Camisas Bahia Kino S.A. de C.V.
|
100
|
Mexico
|
|
Industrias Lanier De Honduras S. de R.L.
|
50
(1)
|
Guatemala
|
|
Lionshead Clothing Company
|
100
|
Delaware
|
|
Manufacturera de Sonora, S.A. de CV
|
99
(2)
|
Mexico
|
|
Oxford Caribbean, Inc.
|
100
|
Delaware
|
|
Oxford de Colon, S.A.
|
100
|
Costa Rica
|
|
Oxford Garment, Inc.
|
100
|
Delaware
|
|
Oxford Lockbox, Inc.
|
100
|
Delaware
|
|
Oxford International, Inc.
|
100
|
Georgia
|
|
Oxford of South Carolina, Inc.
|
100
|
South Carolina
|
|
Oxford Private Limited of Delaware, Inc.
|
100
|
Delaware
|
|
Oxford Products (International) Limited
|
99.99
(3)
|
Hong Kong
|
|
Piedmont Apparel Corporation
|
100
|
Delaware
|
|
Sugartown Worldwide LLC
|
100
|
Delaware
|
|
Tommy Bahama Group, Inc.
|
100
|
Delaware
|
|
Viewpoint Marketing, Inc.
|
100
|
Florida
|
|
Ben Sherman Group Limited
|
|
|
|
Ben Sherman (Australia) Pty Ltd.
|
100
|
Australia
|
|
Rodeo International Limited
|
100
|
United Kingdom
|
|
Sherman Cooper Marketing Limited
|
100
|
United Kingdom
|
|
Ben Sherman Holdings Limited
|
|
|
|
Oxford Industries (UK2) Limited
|
100
|
United Kingdom
|
|
Ben Sherman Limited
|
|
|
|
Ben Sherman Group Limited
|
100
|
United Kingdom
|
|
Textile Caledonia Investments Limited
|
100
|
United Kingdom
|
|
Oxford Caribbean, Inc.
|
|
|
|
Q.R. Fashions S. de R.L.
|
100
|
Honduras
|
|
Oxford Industries (UK2) Limited
|
|
|
|
Oxford Industries (UK3) Limited
|
100
|
United Kingdom
|
|
Oxford Industries (UK3) Limited
|
|
|
|
Ben Sherman Limited
|
100
|
United Kingdom
|
|
Oxford International, Inc.
|
|
|
|
Oxford Internacional de Guatemala Sociedad Anonima
|
100
|
Guatemala
|
|
Oxford Private Limited of Delaware, Inc.
|
|
|
|
Ben Sherman Holdings Limited
|
100
|
United Kingdom
|
|
Oxford Products (International) Limited
|
|
|
|
Industrias Oxford de Merida, S.A. de CV
|
99
(4)
|
Mexico
|
|
Oxford Philippines, Inc.
|
96.25
(5)
|
Philippines
|
Name
|
|
% of Voting
Securities |
Jurisdiction of
Incorporation or Organization |
Tommy Bahama Global Sourcing Limited
|
100
|
Hong Kong
|
|
Tommy Bahama Beverages, LLC
|
|
|
|
Tommy Bahama Texas Beverages, LLC
|
100
|
Texas
|
|
Tommy Bahama Global Sourcing Limited
|
|
|
|
Tommy Bahama Australia Pty Ltd
|
100
|
Australia
|
|
Tommy Bahama Canada ULC
|
100
|
Canada
|
|
Tommy Bahama International, Pte. Ltd.
|
100
|
Singapore
|
|
Tommy Bahama K. K.
|
100
|
Japan
|
|
Tommy Bahama Limited
|
100
|
Hong Kong
|
|
Tommy Bahama (Macau) Limited
|
100
|
Macau
|
|
Tommy Bahama Trading (Shenzhen) Co., Ltd.
|
100
|
China
|
|
Tommy Bahama Group, Inc.
|
|
|
|
Tommy Bahama R&R Holdings, Inc.
|
100
|
Delaware
|
|
Tommy Bahama R&R Holdings, Inc.
|
|
|
|
Tommy Bahama Beverages, LLC
|
100
|
Delaware
|
(1)
|
50% of the voting securities of Industrias Lanier de Honduras S.A. is owned by Oxford Caribbean, Inc.
|
(2)
|
1% of the voting securities of Manufacturera de Sonora, S.A. de CV is owned by Oxford International, Inc.
|
(3)
|
One share of Oxford Products (International) Limited is owned by Oxford International, Inc. Oxford Products (International) Limited has 150,000 shares issued and outstanding.
|
(4)
|
1% of the voting securities of Industrias Oxford de Merida, S.A. de CV is owned by Oxford Industries, Inc.
|
(5)
|
3.74% of the voting securities of Oxford Phillipines, Inc. is owned by Oxford Industries, Inc. Nominal ownership interests of certain of the voting securities of Oxford Phillippines, Inc. are owned by various individuals.
|
(1)
|
Registration Statements (Form S-8 Nos. 333-121538 and 333-161902) pertaining to the Oxford Industries, Inc. Long-Term Stock Incentive Plan,
|
(2)
|
Registration Statements (Form S-8 Nos. 333-121535 and 333-161904) pertaining to the Oxford Industries, Inc. Employee Stock Purchase Plan, and
|
(3)
|
Registration Statement (Form S-8 No. 333-130010) pertaining to the Oxford Industries, Inc. Deferred Compensation Plan;
|
|
/s/ Ernst & Young LLP
|
Atlanta, Georgia
March 30, 2015
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Oxford Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
March 30, 2015
|
|
/s/ THOMAS C. CHUBB III
|
|
|
|
Thomas C. Chubb III
Chief Executive Officer and President
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Oxford Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's Board of Directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date:
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March 30, 2015
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/s/ K. SCOTT GRASSMYER
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K. Scott Grassmyer
Executive Vice President - Finance, Chief Financial Officer and Controller
(Principal Financial Officer)
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(1)
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The Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ THOMAS C. CHUBB III
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Thomas C. Chubb III
Chief Executive Officer and President
(Principal Executive Officer)
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March 30, 2015
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/s/ K. SCOTT GRASSMYER
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K. Scott Grassmyer
Executive Vice President - Finance, Chief Financial Officer and Controller
(Principal Financial Officer)
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March 30, 2015
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