ý
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended February 3, 2018
|
|
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
ý
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
Title of Each Class
|
|
Number of Shares Outstanding
as of March 16, 2018
|
Common Stock, $1 par value
|
|
16,838,512
|
|
|
Page
|
|
|
Full-Price Retail Stores
|
Outlet Stores
|
Retail-Restaurant
Locations (1) |
Total
|
||||
Florida
|
20
|
|
4
|
|
6
|
|
30
|
|
California
|
15
|
|
5
|
|
3
|
|
23
|
|
Texas
|
7
|
|
4
|
|
2
|
|
13
|
|
Hawaii
|
4
|
|
1
|
|
3
|
|
8
|
|
Nevada
|
4
|
|
1
|
|
1
|
|
6
|
|
Maryland
|
3
|
|
2
|
|
—
|
|
5
|
|
New York
|
2
|
|
2
|
|
1
|
|
5
|
|
Other states
|
38
|
|
15
|
|
1
|
|
54
|
|
Total domestic
|
93
|
|
34
|
|
17
|
|
144
|
|
Canada
|
8
|
|
2
|
|
—
|
|
10
|
|
Total North America
|
101
|
|
36
|
|
17
|
|
154
|
|
Australia
|
8
|
|
2
|
|
—
|
|
10
|
|
Japan
|
1
|
|
—
|
|
1
|
|
2
|
|
Total
|
110
|
|
38
|
|
18
|
|
166
|
|
Average square feet per store (2)
|
3,400
|
|
4,700
|
|
4,400
|
|
|
|
Total square feet at year end
|
370,000
|
|
180,000
|
|
80,000
|
|
|
|
(1)
|
Consists of 17 retail-restaurant locations of our traditional island format and one Marlin Bar retail-restaurant concept.
|
(2)
|
Average square feet for retail-restaurant locations consists of average retail space and excludes space used in the associated restaurant operations.
|
|
Full-Price Retail Stores
|
Outlet Stores
|
Retail-Restaurant
Locations |
Total
|
||||
Open as of beginning of fiscal year
|
111
|
|
40
|
|
17
|
|
168
|
|
Opened
|
3
|
|
—
|
|
1
|
|
4
|
|
Closed
|
(4
|
)
|
(2
|
)
|
—
|
|
(6
|
)
|
Open as of end of fiscal year
|
110
|
|
38
|
|
18
|
|
166
|
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
Net sales
|
25
|
%
|
27
|
%
|
18
|
%
|
30
|
%
|
Operating income (loss)
|
29
|
%
|
40
|
%
|
(11
|
)%
|
42
|
%
|
|
Number of
Full-Price Retail Stores
|
|
Florida
|
14
|
|
Massachusetts
|
7
|
|
Virginia
|
6
|
|
Maryland
|
3
|
|
New York
|
3
|
|
North Carolina
|
3
|
|
Ohio
|
3
|
|
Texas
|
3
|
|
Other
|
15
|
|
Total
|
57
|
|
Average square feet per store
|
2,600
|
|
Total square feet at year-end
|
150,000
|
|
|
Full-Price Retail Stores
|
|
Open as of beginning of fiscal year
|
40
|
|
Opened
|
6
|
|
Acquired Signature Stores
|
12
|
|
Closed
|
(1
|
)
|
Open as of end of fiscal year
|
57
|
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
Net sales
|
25
|
%
|
28
|
%
|
24
|
%
|
23
|
%
|
Operating income
|
38
|
%
|
45
|
%
|
11
|
%
|
6
|
%
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
Net sales
|
22
|
%
|
17
|
%
|
40
|
%
|
21
|
%
|
Operating income (loss)
|
13
|
%
|
3
|
%
|
86
|
%
|
(2
|
)%
|
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
||||
Net sales
|
31
|
%
|
23
|
%
|
22
|
%
|
24
|
%
|
Operating income
|
47
|
%
|
14
|
%
|
23
|
%
|
16
|
%
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
||||
Net sales
|
25
|
%
|
26
|
%
|
22
|
%
|
27
|
%
|
Operating income
|
35
|
%
|
42
|
%
|
1
|
%
|
22
|
%
|
Location
|
Primary Use
|
Operating Group
|
Square
Footage
|
Lease
Expiration
|
|
Seattle, Washington
|
Sales/administration
|
Tommy Bahama
|
115,000
|
|
2026
|
Auburn, Washington
|
Distribution center
|
Tommy Bahama
|
325,000
|
|
2025
|
King of Prussia, Pennsylvania
|
Sales/administration and distribution center
|
Lilly Pulitzer
|
160,000
|
|
Owned
|
Toccoa, Georgia
|
Distribution center
|
Lanier Apparel
|
310,000
|
|
Owned
|
Merida, Mexico
|
Manufacturing plant
|
Lanier Apparel
|
80,000
|
|
Owned
|
Greenville, South Carolina
|
Sales/administration
|
Southern Tide
|
14,000
|
|
2024
|
Atlanta, Georgia
|
Sales/administration
|
Corporate and Other and Lanier Apparel
|
30,000
|
|
2023
|
Lyons, Georgia
|
Sales/administration and distribution center
|
Various
|
420,000
|
|
Owned
|
New York, New York
|
Sales/administration
|
Various
|
30,000
|
|
Various
|
Hong Kong
|
Sales/administration
|
Various
|
20,000
|
|
Various
|
|
High
|
Low
|
Close
|
Dividends
|
||||||||
Fiscal 2017
|
|
|
|
|
||||||||
First Quarter
|
$
|
59.55
|
|
$
|
49.50
|
|
$
|
57.98
|
|
$
|
0.27
|
|
Second Quarter
|
$
|
64.44
|
|
$
|
52.62
|
|
$
|
62.92
|
|
$
|
0.27
|
|
Third Quarter
|
$
|
66.25
|
|
$
|
57.36
|
|
$
|
65.22
|
|
$
|
0.27
|
|
Fourth Quarter
|
$
|
84.32
|
|
$
|
60.42
|
|
$
|
79.20
|
|
$
|
0.27
|
|
Fiscal 2016
|
|
|
|
|
||||||||
First Quarter
|
$
|
77.99
|
|
$
|
58.28
|
|
$
|
66.42
|
|
$
|
0.27
|
|
Second Quarter
|
$
|
67.15
|
|
$
|
52.54
|
|
$
|
57.18
|
|
$
|
0.27
|
|
Third Quarter
|
$
|
74.00
|
|
$
|
55.14
|
|
$
|
62.78
|
|
$
|
0.27
|
|
Fourth Quarter
|
$
|
76.19
|
|
$
|
51.81
|
|
$
|
54.07
|
|
$
|
0.27
|
|
•
|
The S&P SmallCap 600 Index; and
|
•
|
The S&P 500 Apparel, Accessories and Luxury Goods.
|
|
INDEXED RETURNS
|
||||||
|
Base Period
|
Years Ended
|
|||||
Company / Index
|
2/2/2013
|
2/1/2014
|
1/31/2015
|
1/30/2016
|
1/28/2017
|
2/3/2018
|
|
Oxford Industries, Inc.
|
100
|
153.79
|
115.56
|
146.33
|
115.27
|
171.76
|
|
S&P SmallCap 600 Index
|
100
|
127.03
|
134.85
|
128.53
|
173.52
|
197.95
|
|
S&P 500 Apparel, Accessories & Luxury Goods
|
100
|
115.95
|
120.21
|
100.72
|
85.81
|
109.53
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|
Fiscal 2015
|
|
Fiscal 2014
|
|
Fiscal 2013
|
|
|||||
|
(in millions, except per share amounts)
|
||||||||||||||
Net sales
|
$
|
1,086.2
|
|
$
|
1,022.6
|
|
$
|
969.3
|
|
$
|
920.3
|
|
$
|
849.9
|
|
Cost of goods sold
|
473.6
|
|
442.3
|
|
412.7
|
|
402.4
|
|
368.4
|
|
|||||
Gross profit
|
612.6
|
|
580.3
|
|
556.6
|
|
517.9
|
|
481.5
|
|
|||||
SG&A
|
540.5
|
|
504.6
|
|
473.5
|
|
439.1
|
|
399.1
|
|
|||||
Royalties and other operating income
|
13.9
|
|
14.2
|
|
14.4
|
|
13.9
|
|
13.9
|
|
|||||
Operating income
|
86.0
|
|
89.9
|
|
97.5
|
|
92.8
|
|
96.3
|
|
|||||
Interest expense, net
|
3.1
|
|
3.4
|
|
2.5
|
|
3.2
|
|
3.9
|
|
|||||
Earnings from continuing operations before income taxes
|
82.9
|
|
86.5
|
|
95.1
|
|
89.6
|
|
92.4
|
|
|||||
Income taxes
|
18.2
|
|
32.0
|
|
36.5
|
|
35.8
|
|
36.9
|
|
|||||
Net earnings from continuing operations
|
64.7
|
|
54.5
|
|
58.5
|
|
53.8
|
|
55.4
|
|
|||||
Income (loss), including loss on sale, from discontinued operations, net of taxes
|
0.4
|
|
(2.0
|
)
|
(28.0
|
)
|
(8.0
|
)
|
(10.1
|
)
|
|||||
Net earnings
|
$
|
65.1
|
|
$
|
52.5
|
|
$
|
30.6
|
|
$
|
45.8
|
|
$
|
45.3
|
|
Diluted earnings from continuing operations per share
|
$
|
3.87
|
|
$
|
3.27
|
|
$
|
3.54
|
|
$
|
3.27
|
|
$
|
3.36
|
|
Diluted income (loss), including loss on sale, from discontinued operations per share
|
$
|
0.02
|
|
$
|
(0.12
|
)
|
$
|
(1.69
|
)
|
$
|
(0.49
|
)
|
$
|
(0.62
|
)
|
Diluted net earnings per share
|
$
|
3.89
|
|
$
|
3.15
|
|
$
|
1.85
|
|
$
|
2.78
|
|
$
|
2.75
|
|
Diluted weighted average shares outstanding
|
16.7
|
|
16.6
|
|
16.6
|
|
16.5
|
|
16.5
|
|
|||||
Dividends declared and paid
|
$
|
18.2
|
|
$
|
18.1
|
|
$
|
16.6
|
|
$
|
13.9
|
|
$
|
11.9
|
|
Dividends declared and paid per share
|
$
|
1.08
|
|
$
|
1.08
|
|
$
|
1.00
|
|
$
|
0.84
|
|
$
|
0.72
|
|
Total assets, at period-end
|
$
|
699.9
|
|
$
|
685.2
|
|
$
|
582.7
|
|
$
|
622.4
|
|
$
|
606.9
|
|
Long-term debt at period-end
|
$
|
45.8
|
|
$
|
91.5
|
|
$
|
44.0
|
|
$
|
104.8
|
|
$
|
137.6
|
|
Shareholders' equity, at period-end
|
$
|
429.8
|
|
$
|
376.1
|
|
$
|
334.4
|
|
$
|
290.6
|
|
$
|
260.2
|
|
Cash provided by operating activities
|
$
|
118.6
|
|
$
|
118.6
|
|
$
|
105.4
|
|
$
|
95.4
|
|
$
|
52.7
|
|
Capital expenditures
|
$
|
38.7
|
|
$
|
49.4
|
|
$
|
73.1
|
|
$
|
50.4
|
|
$
|
43.4
|
|
Depreciation and amortization expense
|
$
|
42.4
|
|
$
|
42.2
|
|
$
|
36.4
|
|
$
|
37.6
|
|
$
|
33.9
|
|
Equity compensation expense
|
$
|
6.4
|
|
$
|
6.4
|
|
$
|
5.2
|
|
$
|
4.1
|
|
$
|
1.7
|
|
LIFO accounting charge (credit)
|
$
|
7.8
|
|
$
|
(5.9
|
)
|
$
|
0.3
|
|
$
|
2.1
|
|
$
|
—
|
|
Book value per share at period-end
|
$
|
25.53
|
|
$
|
22.43
|
|
$
|
20.14
|
|
$
|
17.64
|
|
$
|
15.85
|
|
|
Fiscal 2017
|
Fiscal 2016
|
||||
Net sales
|
$
|
1,086,211
|
|
$
|
1,022,588
|
|
Operating income
|
$
|
86,000
|
|
$
|
89,884
|
|
Net earnings from continuing operations
|
$
|
64,701
|
|
$
|
54,499
|
|
Net earnings from continuing operations per diluted share
|
$
|
3.87
|
|
$
|
3.27
|
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||||||||
Net sales
|
$
|
1,086,211
|
|
100.0
|
%
|
$
|
1,022,588
|
|
100.0
|
%
|
$
|
969,290
|
|
100.0
|
%
|
Cost of goods sold
|
473,579
|
|
43.6
|
%
|
442,284
|
|
43.3
|
%
|
412,699
|
|
42.6
|
%
|
|||
Gross profit
|
612,632
|
|
56.4
|
%
|
580,304
|
|
56.7
|
%
|
556,591
|
|
57.4
|
%
|
|||
SG&A
|
540,517
|
|
49.8
|
%
|
504,600
|
|
49.3
|
%
|
473,517
|
|
48.9
|
%
|
|||
Royalties and other operating income
|
13,885
|
|
1.3
|
%
|
14,180
|
|
1.4
|
%
|
14,440
|
|
1.5
|
%
|
|||
Operating income
|
86,000
|
|
7.9
|
%
|
89,884
|
|
8.8
|
%
|
97,514
|
|
10.1
|
%
|
|||
Interest expense, net
|
3,109
|
|
0.3
|
%
|
3,421
|
|
0.3
|
%
|
2,458
|
|
0.3
|
%
|
|||
Earnings from continuing operations before income taxes
|
82,891
|
|
7.6
|
%
|
86,463
|
|
8.5
|
%
|
95,056
|
|
9.8
|
%
|
|||
Income taxes
|
18,190
|
|
1.7
|
%
|
31,964
|
|
3.1
|
%
|
36,519
|
|
3.8
|
%
|
|||
Net earnings from continuing operations
|
$
|
64,701
|
|
6.0
|
%
|
$
|
54,499
|
|
5.3
|
%
|
$
|
58,537
|
|
6.0
|
%
|
Income (loss) from discontinued operations, net of taxes
|
389
|
|
NM
|
|
(2,038
|
)
|
NM
|
|
(27,975
|
)
|
NM
|
|
|||
Net earnings
|
$
|
65,090
|
|
NM
|
|
$
|
52,461
|
|
NM
|
|
$
|
30,562
|
|
NM
|
|
|
|
|
|
|
|
|
|||||||||
Weighted average shares outstanding - diluted
|
16,734
|
|
|
16,649
|
|
|
16,559
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
686,021
|
|
$
|
658,911
|
|
$
|
27,110
|
|
4.1
|
%
|
Lilly Pulitzer
|
248,931
|
|
233,294
|
|
15,637
|
|
6.7
|
%
|
|||
Lanier Apparel
|
106,852
|
|
100,753
|
|
6,099
|
|
6.1
|
%
|
|||
Southern Tide
|
40,940
|
|
27,432
|
|
13,508
|
|
49.2
|
%
|
|||
Corporate and Other
|
3,467
|
|
2,198
|
|
1,269
|
|
57.7
|
%
|
|||
Total net sales
|
$
|
1,086,211
|
|
$
|
1,022,588
|
|
$
|
63,623
|
|
6.2
|
%
|
|
Fiscal 2017
|
Fiscal 2016
|
||
Full-price retail stores and outlets
|
39
|
%
|
41
|
%
|
E-commerce
|
19
|
%
|
18
|
%
|
Restaurant
|
8
|
%
|
7
|
%
|
Wholesale
|
34
|
%
|
34
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2017
|
Fiscal 2016
|
||
Full-price retail stores and outlets
|
49
|
%
|
50
|
%
|
E-commerce
|
16
|
%
|
16
|
%
|
Restaurant
|
12
|
%
|
11
|
%
|
Wholesale
|
23
|
%
|
23
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2017
|
Fiscal 2016
|
||
Full-price retail stores and warehouse sales
|
38
|
%
|
36
|
%
|
E-commerce
|
34
|
%
|
32
|
%
|
Wholesale
|
28
|
%
|
32
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2017
|
Fiscal 2016
|
||
E-commerce
|
19
|
%
|
23
|
%
|
Wholesale
|
81
|
%
|
77
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
410,018
|
|
$
|
386,650
|
|
$
|
23,368
|
|
6.0
|
%
|
Lilly Pulitzer
|
155,373
|
|
145,875
|
|
9,498
|
|
6.5
|
%
|
|||
Lanier Apparel
|
32,500
|
|
29,490
|
|
3,010
|
|
10.2
|
%
|
|||
Southern Tide
|
20,217
|
|
10,912
|
|
9,305
|
|
85.3
|
%
|
|||
Corporate and Other
|
(5,476
|
)
|
7,377
|
|
(12,853
|
)
|
NM
|
|
|||
Total gross profit
|
$
|
612,632
|
|
$
|
580,304
|
|
$
|
32,328
|
|
5.6
|
%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
7,821
|
|
$
|
(5,884
|
)
|
|
|
|||
Inventory step-up charge included in Lilly Pulitzer
|
$
|
1,047
|
|
$
|
—
|
|
|
|
|||
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
2,667
|
|
|
|
|||
Inventory step-up charge included in Corporate and Other
|
$
|
111
|
|
$
|
—
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
||
Tommy Bahama
|
59.8
|
%
|
58.7
|
%
|
Lilly Pulitzer
|
62.4
|
%
|
62.5
|
%
|
Lanier Apparel
|
30.4
|
%
|
29.3
|
%
|
Southern Tide
|
49.4
|
%
|
39.8
|
%
|
Corporate and Other
|
NM
|
|
NM
|
|
Consolidated gross margin
|
56.4
|
%
|
56.7
|
%
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
SG&A
|
$
|
540,517
|
|
$
|
504,600
|
|
$
|
35,917
|
|
7.1
|
%
|
SG&A (as a % of net sales)
|
49.8
|
%
|
49.3
|
%
|
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,523
|
|
$
|
1,491
|
|
|
|
|||
Amortization of intangible assets included in Lilly Pulitzer associated with Signature Store acquisitions
|
$
|
180
|
|
$
|
—
|
|
|
|
|||
Amortization of intangible assets included in Southern Tide
|
$
|
288
|
|
$
|
263
|
|
|
|
|||
Transaction/integration costs associated with Signature Store acquisitions
|
$
|
870
|
|
$
|
—
|
|
|
|
|||
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
|||
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
—
|
|
$
|
762
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Royalties and other operating income
|
$
|
13,885
|
|
$
|
14,180
|
|
$
|
(295
|
)
|
(2.1
|
)%
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
55,002
|
|
$
|
44,101
|
|
$
|
10,901
|
|
24.7
|
%
|
Lilly Pulitzer
|
46,608
|
|
51,995
|
|
$
|
(5,387
|
)
|
(10.4
|
)%
|
||
Lanier Apparel
|
6,546
|
|
6,955
|
|
$
|
(409
|
)
|
(5.9
|
)%
|
||
Southern Tide
|
4,504
|
|
(282
|
)
|
$
|
4,786
|
|
NM
|
|
||
Corporate and Other
|
(26,660
|
)
|
(12,885
|
)
|
$
|
(13,775
|
)
|
(106.9
|
)%
|
||
Total operating income
|
$
|
86,000
|
|
$
|
89,884
|
|
$
|
(3,884
|
)
|
(4.3
|
)%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
7,821
|
|
$
|
(5,884
|
)
|
|
|
|
|
|
Inventory step-up charge included in Lilly Pulitzer
|
$
|
1,047
|
|
$
|
—
|
|
|
|
|||
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
2,667
|
|
|
|
|||
Inventory step-up charge included in Corporate and Other
|
$
|
111
|
|
$
|
—
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,523
|
|
$
|
1,491
|
|
|
|
|||
Amortization of intangible assets included in Lilly Pulitzer associated with Signature Store acquisitions
|
$
|
180
|
|
$
|
—
|
|
|
|
|||
Amortization of intangible assets included in Southern Tide
|
$
|
288
|
|
$
|
263
|
|
|
|
|||
Transaction/integration costs associated with Signature Store acquisitions
|
$
|
870
|
|
$
|
—
|
|
|
|
|||
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
|||
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
—
|
|
$
|
762
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
686,021
|
|
$
|
658,911
|
|
$
|
27,110
|
|
4.1
|
%
|
Gross margin
|
59.8
|
%
|
58.7
|
%
|
|
|
|
|
|||
Operating income
|
$
|
55,002
|
|
$
|
44,101
|
|
$
|
10,901
|
|
24.7
|
%
|
Operating income as a % of net sales
|
8.0
|
%
|
6.7
|
%
|
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,523
|
|
$
|
1,491
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
248,931
|
|
$
|
233,294
|
|
$
|
15,637
|
|
6.7
|
%
|
Gross margin
|
62.4
|
%
|
62.5
|
%
|
|
|
|
|
|||
Operating income
|
$
|
46,608
|
|
$
|
51,995
|
|
$
|
(5,387
|
)
|
(10.4
|
)%
|
Operating income as a % of net sales
|
18.7
|
%
|
22.3
|
%
|
|
|
|
|
|||
Inventory step-up charge included in Lilly Pulitzer
|
$
|
1,047
|
|
$
|
—
|
|
|
|
|||
Amortization of intangible assets included in Lilly Pulitzer associated with Signature Store acquisitions
|
$
|
180
|
|
$
|
—
|
|
|
|
|||
Transaction/integration costs associated with Signature Store acquisitions
|
$
|
870
|
|
$
|
—
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
106,852
|
|
$
|
100,753
|
|
$
|
6,099
|
|
6.1
|
%
|
Gross margin
|
30.4
|
%
|
29.3
|
%
|
|
|
|
|
|||
Operating income
|
$
|
6,546
|
|
$
|
6,955
|
|
$
|
(409
|
)
|
(5.9
|
)%
|
Operating income as a % of net sales
|
6.1
|
%
|
6.9
|
%
|
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
40,940
|
|
$
|
27,432
|
|
$
|
13,508
|
|
49.2
|
%
|
Gross margin
|
49.4
|
%
|
39.8
|
%
|
|
|
|
|
|||
Operating income (loss)
|
$
|
4,504
|
|
$
|
(282
|
)
|
$
|
4,786
|
|
NM
|
|
Operating income (loss) as % of net sales
|
11.0
|
%
|
(1.0
|
)%
|
|
|
|||||
Inventory step-up charge included in Southern Tide
|
$
|
—
|
|
$
|
2,667
|
|
|
|
|||
Amortization of intangible assets included in Southern Tide
|
$
|
288
|
|
$
|
263
|
|
|
|
|||
Distribution center integration charges
|
$
|
—
|
|
$
|
454
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
3,467
|
|
$
|
2,198
|
|
$
|
1,269
|
|
57.7
|
%
|
Operating loss
|
$
|
(26,660
|
)
|
$
|
(12,885
|
)
|
$
|
(13,775
|
)
|
(106.9
|
)%
|
LIFO charge (credit) included in Corporate and Other
|
$
|
7,821
|
|
$
|
(5,884
|
)
|
|
|
|||
Inventory step-up charge included in Corporate and Other
|
$
|
111
|
|
$
|
—
|
|
|
|
|||
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
—
|
|
$
|
762
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Interest expense, net
|
$
|
3,109
|
|
$
|
3,421
|
|
$
|
(312
|
)
|
(9.1
|
)%
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
|||||||
Income taxes
|
$
|
18,190
|
|
$
|
31,964
|
|
$
|
(13,774
|
)
|
(43.1
|
)%
|
Effective tax rate
|
21.9
|
%
|
37.0
|
%
|
|
|
|
|
|||
Impact of U.S. Tax Reform
|
$
|
11,495
|
|
$
|
—
|
|
|
|
|
Fiscal 2017
|
Fiscal 2016
|
||||
Net earnings from continuing operations
|
$
|
64,701
|
|
$
|
54,499
|
|
Net earnings from continuing operations per diluted share
|
$
|
3.87
|
|
$
|
3.27
|
|
Weighted average shares outstanding - diluted
|
16,734
|
|
16,649
|
|
|
Fiscal 2017
|
Fiscal 2016
|
$ Change
|
% Change
|
||||||
Income (loss) from discontinued operations, net of taxes
|
$
|
389
|
|
$
|
(2,038
|
)
|
$
|
2,427
|
|
NM
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
658,911
|
|
$
|
658,467
|
|
$
|
444
|
|
0.1
|
%
|
Lilly Pulitzer
|
233,294
|
|
204,626
|
|
28,668
|
|
14.0
|
%
|
|||
Lanier Apparel
|
100,753
|
|
105,106
|
|
(4,353
|
)
|
(4.1
|
)%
|
|||
Southern Tide
|
27,432
|
|
—
|
|
27,432
|
|
NM
|
|
|||
Corporate and Other
|
2,198
|
|
1,091
|
|
1,107
|
|
NM
|
|
|||
Total
|
$
|
1,022,588
|
|
$
|
969,290
|
|
$
|
53,298
|
|
5.5
|
%
|
|
Fiscal 2016
|
Fiscal 2015
|
||
Full-price retail stores and outlets
|
41
|
%
|
42
|
%
|
E-commerce
|
18
|
%
|
17
|
%
|
Restaurant
|
7
|
%
|
7
|
%
|
Wholesale
|
34
|
%
|
34
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2016
|
Fiscal 2015
|
||
Full-price retail stores and outlets
|
50
|
%
|
50
|
%
|
E-commerce
|
16
|
%
|
15
|
%
|
Restaurant
|
11
|
%
|
11
|
%
|
Wholesale
|
23
|
%
|
24
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2016
|
Fiscal 2015
|
||
Full-price retail stores and warehouse sales
|
36
|
%
|
38
|
%
|
E-commerce
|
32
|
%
|
30
|
%
|
Wholesale
|
32
|
%
|
32
|
%
|
Total
|
100
|
%
|
100
|
%
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
386,650
|
|
$
|
393,221
|
|
$
|
(6,571
|
)
|
(1.7
|
)%
|
Lilly Pulitzer
|
145,875
|
|
131,277
|
|
$
|
14,598
|
|
11.1
|
%
|
||
Lanier Apparel
|
29,490
|
|
30,460
|
|
$
|
(970
|
)
|
(3.2
|
)%
|
||
Southern Tide
|
10,912
|
|
—
|
|
10,912
|
|
NM
|
|
|||
Corporate and Other
|
7,377
|
|
1,633
|
|
5,744
|
|
NM
|
|
|||
Total gross profit
|
$
|
580,304
|
|
$
|
556,591
|
|
$
|
23,713
|
|
4.3
|
%
|
LIFO (credit) charge included in Corporate and Other
|
$
|
(5,884
|
)
|
$
|
254
|
|
|
|
|
|
|
Inventory step-up charge included in Southern Tide
|
$
|
2,667
|
|
$
|
—
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
||
Tommy Bahama
|
58.7
|
%
|
59.7
|
%
|
Lilly Pulitzer
|
62.5
|
%
|
64.2
|
%
|
Lanier Apparel
|
29.3
|
%
|
29.0
|
%
|
Southern Tide
|
39.8
|
%
|
NM
|
|
Corporate and Other
|
NM
|
|
NM
|
|
Consolidated gross margin
|
56.7
|
%
|
57.4
|
%
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
SG&A
|
$
|
504,600
|
|
$
|
473,517
|
|
$
|
31,083
|
|
6.6
|
%
|
SG&A (as a % of net sales)
|
49.3
|
%
|
48.9
|
%
|
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,491
|
|
$
|
1,521
|
|
|
|
|||
Amortization of intangible assets included in Southern Tide
|
$
|
263
|
|
$
|
—
|
|
|
|
|||
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
762
|
|
$
|
—
|
|
|
|
|||
Distribution center integration charges
|
$
|
454
|
|
$
|
—
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Royalties and other operating income
|
$
|
14,180
|
|
$
|
14,440
|
|
$
|
(260
|
)
|
(1.8
|
)%
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Tommy Bahama
|
$
|
44,101
|
|
$
|
65,993
|
|
$
|
(21,892
|
)
|
(33.2
|
)%
|
Lilly Pulitzer
|
51,995
|
|
42,525
|
|
9,470
|
|
22.3
|
%
|
|||
Lanier Apparel
|
6,955
|
|
7,700
|
|
(745
|
)
|
(9.7
|
)%
|
|||
Southern Tide
|
(282
|
)
|
—
|
|
(282
|
)
|
NM
|
|
|||
Corporate and Other
|
(12,885
|
)
|
(18,704
|
)
|
5,819
|
|
31.1
|
%
|
|||
Total operating income
|
$
|
89,884
|
|
$
|
97,514
|
|
$
|
(7,630
|
)
|
(7.8
|
)%
|
LIFO (credit) charge included in Corporate and Other
|
$
|
(5,884
|
)
|
$
|
254
|
|
|
|
|
|
|
Inventory step-up charge included in Southern Tide
|
$
|
2,667
|
|
$
|
—
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,491
|
|
$
|
1,521
|
|
|
|
|||
Amortization of intangible assets included in Southern Tide
|
$
|
263
|
|
$
|
—
|
|
|
|
|
|
|
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
762
|
|
$
|
—
|
|
|
|
|||
Distribution center integration charges
|
$
|
454
|
|
$
|
—
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
658,911
|
|
$
|
658,467
|
|
$
|
444
|
|
0.1
|
%
|
Gross margin
|
58.7
|
%
|
59.7
|
%
|
|
|
|
|
|||
Operating income
|
$
|
44,101
|
|
$
|
65,993
|
|
$
|
(21,892
|
)
|
(33.2
|
)%
|
Operating income as % of net sales
|
6.7
|
%
|
10.0
|
%
|
|
|
|
|
|||
Amortization of intangible assets included in Tommy Bahama associated with Tommy Bahama Canada acquisition
|
$
|
1,491
|
|
$
|
1,521
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
233,294
|
|
$
|
204,626
|
|
$
|
28,668
|
|
14.0
|
%
|
Gross margin
|
62.5
|
%
|
64.2
|
%
|
|
|
|
|
|||
Operating income
|
$
|
51,995
|
|
$
|
42,525
|
|
$
|
9,470
|
|
22.3
|
%
|
Operating income as % of net sales
|
22.3
|
%
|
20.8
|
%
|
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
100,753
|
|
$
|
105,106
|
|
$
|
(4,353
|
)
|
(4.1
|
)%
|
Gross margin
|
29.3
|
%
|
29.0
|
%
|
|
|
|
|
|||
Operating income
|
$
|
6,955
|
|
$
|
7,700
|
|
$
|
(745
|
)
|
(9.7
|
)%
|
Operating income as % of net sales
|
6.9
|
%
|
7.3
|
%
|
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
||||||
Net sales
|
$
|
27,432
|
|
$
|
—
|
|
$
|
27,432
|
|
NM
|
Gross margin
|
39.8
|
%
|
NA
|
|
|
|
|
|||
Operating loss
|
$
|
(282
|
)
|
$
|
—
|
|
$
|
(282
|
)
|
NM
|
Operating loss as % of net sales
|
(1.0
|
)%
|
NA
|
|
|
|
||||
Inventory step-up charge included in Southern Tide
|
$
|
2,667
|
|
$
|
—
|
|
|
|
||
Amortization of intangible assets included in Southern Tide
|
$
|
263
|
|
$
|
—
|
|
|
|
||
Distribution center integration charges
|
$
|
454
|
|
$
|
—
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Net sales
|
$
|
2,198
|
|
$
|
1,091
|
|
$
|
1,107
|
|
NM
|
|
Operating loss
|
$
|
(12,885
|
)
|
$
|
(18,704
|
)
|
$
|
5,819
|
|
31.1
|
%
|
LIFO (credit) charge included in Corporate and Other
|
$
|
(5,884
|
)
|
$
|
254
|
|
|
|
|
|
|
Transaction expenses associated with the Southern Tide acquisition included in Corporate and Other
|
$
|
762
|
|
$
|
—
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Interest expense, net
|
$
|
3,421
|
|
$
|
2,458
|
|
$
|
963
|
|
39.2
|
%
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
|||||||
Income taxes
|
$
|
31,964
|
|
$
|
36,519
|
|
$
|
(4,555
|
)
|
(12.5
|
)%
|
Effective tax rate
|
37.0
|
%
|
38.4
|
%
|
|
|
|
|
|
Fiscal 2016
|
Fiscal 2015
|
||||
Net earnings from continuing operations
|
$
|
54,499
|
|
$
|
58,537
|
|
Net earnings from continuing operations per diluted share
|
$
|
3.27
|
|
$
|
3.54
|
|
Weighted average shares outstanding - diluted
|
16,649
|
|
16,559
|
|
|
Fiscal 2016
|
Fiscal 2015
|
$ Change
|
% Change
|
||||||
Loss from discontinued operations, net of taxes
|
$
|
(2,038
|
)
|
$
|
(27,975
|
)
|
$
|
25,937
|
|
NM
|
($ in thousands)
|
February 3, 2018
|
January 28, 2017
|
$ Change
|
% Change
|
|||||||
Total Current Assets
|
$
|
236,118
|
|
$
|
231,628
|
|
$
|
4,490
|
|
1.9
|
%
|
Total Current Liabilities
|
135,010
|
|
131,396
|
|
3,614
|
|
2.8
|
%
|
|||
Working capital
|
$
|
101,108
|
|
$
|
100,232
|
|
$
|
876
|
|
0.9
|
%
|
Working capital ratio
|
1.75
|
|
1.76
|
|
|
|
|
|
|||
Debt to total capital ratio
|
10
|
%
|
20
|
%
|
|
|
|
|
|
February 3, 2018
|
January 28, 2017
|
$ Change
|
% Change
|
|||||||
Cash and cash equivalents
|
$
|
6,343
|
|
$
|
6,332
|
|
$
|
11
|
|
0.2
|
%
|
Receivables, net
|
67,542
|
|
58,279
|
|
9,263
|
|
15.9
|
%
|
|||
Inventories, net
|
126,812
|
|
142,175
|
|
(15,363
|
)
|
(10.8
|
)%
|
|||
Prepaid expenses
|
35,421
|
|
24,842
|
|
10,579
|
|
42.6
|
%
|
|||
Total Current Assets
|
$
|
236,118
|
|
$
|
231,628
|
|
$
|
4,490
|
|
1.9
|
%
|
|
February 3, 2018
|
January 28, 2017
|
$ Change
|
% Change
|
|||||||
Property and equipment, net
|
$
|
193,533
|
|
$
|
193,931
|
|
$
|
(398
|
)
|
(0.2
|
)%
|
Intangible assets, net
|
178,858
|
|
175,245
|
|
3,613
|
|
2.1
|
%
|
|||
Goodwill
|
66,703
|
|
60,015
|
|
6,688
|
|
11.1
|
%
|
|||
Other non-current assets, net
|
24,729
|
|
24,340
|
|
389
|
|
1.6
|
%
|
|||
Total non-current assets, net
|
$
|
463,823
|
|
$
|
453,531
|
|
$
|
10,292
|
|
2.3
|
%
|
|
February 3, 2018
|
January 28, 2017
|
$ Change
|
% Change
|
|||||||
Total Current Liabilities
|
$
|
135,010
|
|
$
|
131,396
|
|
$
|
3,614
|
|
2.8
|
%
|
Long-term debt
|
45,809
|
|
91,509
|
|
(45,700
|
)
|
(49.9
|
)%
|
|||
Other non-current liabilities
|
74,029
|
|
70,002
|
|
4,027
|
|
5.8
|
%
|
|||
Deferred taxes
|
15,269
|
|
13,578
|
|
1,691
|
|
12.5
|
%
|
|||
Liabilities related to discontinued operations
|
—
|
|
2,544
|
|
(2,544
|
)
|
(100.0
|
)%
|
|||
Total liabilities
|
$
|
270,117
|
|
$
|
309,029
|
|
$
|
(38,912
|
)
|
(12.6
|
)%
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
Cash provided by operating activities
|
$
|
118,593
|
|
$
|
118,565
|
|
$
|
105,373
|
|
Cash used in investing activities
|
(54,277
|
)
|
(146,491
|
)
|
(13,946
|
)
|
|||
Cash (used in) provided by financing activities
|
(64,712
|
)
|
27,367
|
|
(91,466
|
)
|
|||
Net change in cash and cash equivalents
|
$
|
(396
|
)
|
$
|
(559
|
)
|
$
|
(39
|
)
|
|
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 (1)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Operating leases (2)
|
67,624
|
|
127,898
|
|
114,092
|
|
144,906
|
|
454,520
|
|
|||||
Minimum royalty and advertising payments pursuant to royalty agreements
|
5,574
|
|
10,064
|
|
3,330
|
|
—
|
|
18,968
|
|
|||||
Letters of credit
|
$
|
4,661
|
|
—
|
|
—
|
|
—
|
|
4,661
|
|
||||
Other (3)(4)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
77,859
|
|
$
|
137,962
|
|
$
|
117,422
|
|
$
|
144,906
|
|
$
|
478,149
|
|
(1)
|
Principal and interest amounts payable in future periods on our U.S. 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. During
Fiscal 2017
, we paid
$2.8 million
of interest.
|
(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 amounts payable in future periods are, in most cases, not quantified in the lease agreements and are dependent on factors which are not known at this time. Such amounts incurred in
Fiscal 2017
totaled
$24.8 million
.
|
(3)
|
Amounts totaling
$12.2 million
of deferred compensation obligations, which are included in other non-current liabilities in our consolidated balance sheet as of
February 3, 2018
, 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.
|
(4)
|
Non-current deferred taxes, which is the net amount of deferred tax liabilities and deferred tax assets, of
$15.3 million
included in our consolidated balance sheet as of
February 3, 2018
and discussed in Note 8 to our consolidated financial statements included in this report have been excluded from the above table, as deferred income tax liabilities are calculated based on temporary differences between the tax basis and book basis of assets and liabilities, which will result in taxable amounts in future years when the amounts are settled at their reported financial statement amounts. As the results of these calculations do not have a direct connection with the amount of cash taxes to be paid in any future periods, scheduling deferred income tax amounts by period could be misleading.
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
($ in thousands, except par amounts)
|
||||||
|
February 3, 2018
|
January 28, 2017
|
||||
ASSETS
|
|
|
||||
Current Assets
|
|
|
||||
Cash and cash equivalents
|
$
|
6,343
|
|
$
|
6,332
|
|
Receivables, net
|
67,542
|
|
58,279
|
|
||
Inventories, net
|
126,812
|
|
142,175
|
|
||
Prepaid expenses
|
35,421
|
|
24,842
|
|
||
Total Current Assets
|
$
|
236,118
|
|
$
|
231,628
|
|
Property and equipment, net
|
193,533
|
|
193,931
|
|
||
Intangible assets, net
|
178,858
|
|
175,245
|
|
||
Goodwill
|
66,703
|
|
60,015
|
|
||
Other non-current assets, net
|
24,729
|
|
24,340
|
|
||
Total Assets
|
$
|
699,941
|
|
$
|
685,159
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
||||
Current Liabilities
|
|
|
||||
Accounts payable
|
$
|
66,175
|
|
$
|
76,825
|
|
Accrued compensation
|
29,941
|
|
19,711
|
|
||
Other accrued expenses and liabilities
|
36,802
|
|
32,000
|
|
||
Liabilities related to discontinued operations
|
2,092
|
|
2,860
|
|
||
Total Current Liabilities
|
$
|
135,010
|
|
$
|
131,396
|
|
Long-term debt
|
45,809
|
|
91,509
|
|
||
Other non-current liabilities
|
74,029
|
|
70,002
|
|
||
Deferred taxes
|
15,269
|
|
13,578
|
|
||
Liabilities related to discontinued operations
|
—
|
|
2,544
|
|
||
Commitments and contingencies
|
|
|
||||
Shareholders' Equity
|
|
|
||||
Common stock, $1.00 par value per share
|
16,839
|
|
16,769
|
|
||
Additional paid-in capital
|
136,664
|
|
131,144
|
|
||
Retained earnings
|
280,395
|
|
233,493
|
|
||
Accumulated other comprehensive loss
|
(4,074
|
)
|
(5,276
|
)
|
||
Total Shareholders' Equity
|
$
|
429,824
|
|
$
|
376,130
|
|
Total Liabilities and Shareholders' Equity
|
$
|
699,941
|
|
$
|
685,159
|
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
($ and shares in thousands, except per share amounts)
|
|||||||||
|
Fiscal
2017 |
Fiscal
2016 |
Fiscal
2015 |
||||||
Net sales
|
$
|
1,086,211
|
|
$
|
1,022,588
|
|
$
|
969,290
|
|
Cost of goods sold
|
473,579
|
|
442,284
|
|
412,699
|
|
|||
Gross profit
|
$
|
612,632
|
|
$
|
580,304
|
|
$
|
556,591
|
|
SG&A
|
540,517
|
|
504,600
|
|
473,517
|
|
|||
Royalties and other operating income
|
13,885
|
|
14,180
|
|
14,440
|
|
|||
Operating income
|
$
|
86,000
|
|
$
|
89,884
|
|
$
|
97,514
|
|
Interest expense, net
|
3,109
|
|
3,421
|
|
2,458
|
|
|||
Earnings from continuing operations before income taxes
|
$
|
82,891
|
|
$
|
86,463
|
|
$
|
95,056
|
|
Income taxes
|
18,190
|
|
31,964
|
|
36,519
|
|
|||
Net earnings from continuing operations
|
$
|
64,701
|
|
$
|
54,499
|
|
$
|
58,537
|
|
Income (loss) from discontinued operations, net of taxes
|
389
|
|
(2,038
|
)
|
(27,975
|
)
|
|||
Net earnings
|
$
|
65,090
|
|
$
|
52,461
|
|
$
|
30,562
|
|
|
|
|
|
||||||
Net earnings from continuing operations per share:
|
|
|
|
||||||
Basic
|
$
|
3.90
|
|
$
|
3.30
|
|
$
|
3.56
|
|
Diluted
|
$
|
3.87
|
|
$
|
3.27
|
|
$
|
3.54
|
|
Income (loss) from discontinued operations, net of taxes, per share:
|
|
|
|
||||||
Basic
|
$
|
0.02
|
|
$
|
(0.12
|
)
|
$
|
(1.70
|
)
|
Diluted
|
$
|
0.02
|
|
$
|
(0.12
|
)
|
$
|
(1.69
|
)
|
Net earnings per share:
|
|
|
|
||||||
Basic
|
$
|
3.92
|
|
$
|
3.18
|
|
$
|
1.86
|
|
Diluted
|
$
|
3.89
|
|
$
|
3.15
|
|
$
|
1.85
|
|
Weighted average shares outstanding:
|
|
|
|
||||||
Basic
|
16,600
|
|
16,522
|
|
16,456
|
|
|||
Diluted
|
16,734
|
|
16,649
|
|
16,559
|
|
|||
Dividends declared per share
|
$
|
1.08
|
|
$
|
1.08
|
|
$
|
1.00
|
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
($ in thousands)
|
|||||||||
|
Fiscal
2017 |
Fiscal
2016 |
Fiscal
2015 |
||||||
Net earnings
|
$
|
65,090
|
|
$
|
52,461
|
|
$
|
30,562
|
|
Other comprehensive income, net of taxes:
|
|
|
|
||||||
Foreign currency translation adjustment
|
1,202
|
|
1,553
|
|
24,071
|
|
|||
Net loss on cash flow hedges
|
—
|
|
—
|
|
(746
|
)
|
|||
Total other comprehensive income, net of taxes
|
$
|
1,202
|
|
$
|
1,553
|
|
$
|
23,325
|
|
Comprehensive income
|
$
|
66,292
|
|
$
|
54,014
|
|
$
|
53,887
|
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
($ in thousands)
|
|||||||||||||||
|
Common
Stock
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Accumulated
Other
Comprehensive
(Loss) Income
|
Total
|
||||||||||
January 31, 2015
|
$
|
16,478
|
|
$
|
119,052
|
|
$
|
185,229
|
|
$
|
(30,154
|
)
|
$
|
290,605
|
|
Net earnings and other comprehensive income
|
—
|
|
—
|
|
30,562
|
|
23,325
|
|
53,887
|
|
|||||
Shares issued under equity plans
|
123
|
|
1,184
|
|
—
|
|
—
|
|
1,307
|
|
|||||
Compensation expense for equity awards
|
—
|
|
5,241
|
|
—
|
|
—
|
|
5,241
|
|
|||||
Cash dividends declared and paid
|
—
|
|
—
|
|
(16,640
|
)
|
—
|
|
(16,640
|
)
|
|||||
January 30, 2016
|
$
|
16,601
|
|
$
|
125,477
|
|
$
|
199,151
|
|
$
|
(6,829
|
)
|
$
|
334,400
|
|
Net earnings and other comprehensive income
|
—
|
|
—
|
|
52,461
|
|
1,553
|
|
54,014
|
|
|||||
Shares issued under equity plans
|
196
|
|
1,061
|
|
—
|
|
—
|
|
1,257
|
|
|||||
Compensation expense for equity awards
|
—
|
|
6,445
|
|
—
|
|
—
|
|
6,445
|
|
|||||
Repurchase of shares
|
(28
|
)
|
(1,839
|
)
|
—
|
|
—
|
|
(1,867
|
)
|
|||||
Cash dividends declared and paid
|
—
|
|
—
|
|
(18,119
|
)
|
—
|
|
(18,119
|
)
|
|||||
January 28, 2017
|
$
|
16,769
|
|
$
|
131,144
|
|
$
|
233,493
|
|
$
|
(5,276
|
)
|
$
|
376,130
|
|
Net earnings and other comprehensive income
|
—
|
|
—
|
|
65,090
|
|
1,202
|
|
66,292
|
|
|||||
Shares issued under equity plans
|
110
|
|
1,273
|
|
—
|
|
—
|
|
1,383
|
|
|||||
Compensation expense for equity awards
|
—
|
|
6,413
|
|
—
|
|
—
|
|
6,413
|
|
|||||
Repurchase of shares
|
(40
|
)
|
(2,166
|
)
|
—
|
|
—
|
|
(2,206
|
)
|
|||||
Cash dividends declared and paid
|
—
|
|
—
|
|
(18,188
|
)
|
—
|
|
(18,188
|
)
|
|||||
February 3, 2018
|
$
|
16,839
|
|
$
|
136,664
|
|
$
|
280,395
|
|
$
|
(4,074
|
)
|
$
|
429,824
|
|
OXFORD INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
|
|||||||||
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
||||||
Net earnings
|
$
|
65,090
|
|
$
|
52,461
|
|
$
|
30,562
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
||||||
Depreciation
|
39,998
|
|
40,069
|
|
34,476
|
|
|||
Amortization of intangible assets
|
2,404
|
|
2,150
|
|
1,951
|
|
|||
Equity compensation expense
|
6,413
|
|
6,445
|
|
5,241
|
|
|||
Amortization of deferred financing costs
|
431
|
|
693
|
|
385
|
|
|||
Loss on sale of discontinued operations
|
—
|
|
—
|
|
20,517
|
|
|||
Gain on sale of property and equipment
|
—
|
|
—
|
|
(853
|
)
|
|||
Deferred income taxes
|
1,817
|
|
7,880
|
|
(361
|
)
|
|||
Changes in working capital, net of acquisitions and dispositions, if any:
|
|
|
|
||||||
Receivables, net
|
(8,270
|
)
|
7,377
|
|
11,371
|
|
|||
Inventories, net
|
19,504
|
|
4,222
|
|
(8,058
|
)
|
|||
Prepaid expenses
|
(10,479
|
)
|
(1,799
|
)
|
(2,641
|
)
|
|||
Current liabilities
|
1,287
|
|
434
|
|
(553
|
)
|
|||
Other non-current assets, net
|
(642
|
)
|
(2,086
|
)
|
1,819
|
|
|||
Other non-current liabilities
|
1,040
|
|
719
|
|
11,517
|
|
|||
Cash provided by operating activities
|
$
|
118,593
|
|
$
|
118,565
|
|
$
|
105,373
|
|
Cash Flows From Investing Activities:
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(15,529
|
)
|
(95,046
|
)
|
—
|
|
|||
Purchases of property and equipment
|
(38,748
|
)
|
(49,415
|
)
|
(73,082
|
)
|
|||
(Payments for) proceeds from sale of discontinued operations
|
—
|
|
(2,030
|
)
|
59,336
|
|
|||
Other investing activities
|
—
|
|
—
|
|
(200
|
)
|
|||
Cash used in investing activities
|
$
|
(54,277
|
)
|
$
|
(146,491
|
)
|
$
|
(13,946
|
)
|
Cash Flows From Financing Activities:
|
|
|
|
||||||
Repayment of revolving credit arrangements
|
(295,326
|
)
|
(430,995
|
)
|
(345,485
|
)
|
|||
Proceeds from revolving credit arrangements
|
249,625
|
|
478,529
|
|
281,852
|
|
|||
Deferred financing costs paid
|
—
|
|
(1,438
|
)
|
—
|
|
|||
Payment of contingent consideration amounts earned
|
—
|
|
—
|
|
(12,500
|
)
|
|||
Proceeds from issuance of common stock
|
1,383
|
|
1,257
|
|
1,307
|
|
|||
Repurchase of stock awards for employee tax withholding liabilities
|
(2,206
|
)
|
(1,867
|
)
|
—
|
|
|||
Cash dividends declared and paid
|
(18,188
|
)
|
(18,119
|
)
|
(16,640
|
)
|
|||
Cash (used in) provided by financing activities
|
$
|
(64,712
|
)
|
$
|
27,367
|
|
$
|
(91,466
|
)
|
Net change in cash and cash equivalents
|
$
|
(396
|
)
|
$
|
(559
|
)
|
$
|
(39
|
)
|
Effect of foreign currency translation on cash and cash equivalents
|
407
|
|
568
|
|
1,081
|
|
|||
Cash and cash equivalents at the beginning of year
|
6,332
|
|
6,323
|
|
5,281
|
|
|||
Cash and cash equivalents at the end of year
|
$
|
6,343
|
|
$
|
6,332
|
|
$
|
6,323
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||||
Cash paid for interest, net
|
$
|
2,773
|
|
$
|
2,626
|
|
$
|
2,301
|
|
Cash paid for income taxes
|
$
|
20,653
|
|
$
|
29,872
|
|
$
|
35,369
|
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
Retail
|
$
|
427,439
|
|
$
|
411,390
|
|
$
|
408,216
|
|
E-commerce
|
205,475
|
|
184,686
|
|
161,608
|
|
|||
Restaurant
|
83,900
|
|
74,079
|
|
68,667
|
|
|||
Wholesale
|
366,123
|
|
349,196
|
|
329,530
|
|
|||
Other
|
3,274
|
|
3,237
|
|
1,269
|
|
|||
Net sales
|
$
|
1,086,211
|
|
$
|
1,022,588
|
|
$
|
969,290
|
|
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
|
•
|
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.
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
Net Sales
|
|
|
|
||||||
Tommy Bahama
|
$
|
686,021
|
|
$
|
658,911
|
|
$
|
658,467
|
|
Lilly Pulitzer
|
248,931
|
|
233,294
|
|
204,626
|
|
|||
Lanier Apparel
|
106,852
|
|
100,753
|
|
105,106
|
|
|||
Southern Tide
|
40,940
|
|
27,432
|
|
—
|
|
|||
Corporate and Other
|
3,467
|
|
2,198
|
|
1,091
|
|
|||
Total
|
$
|
1,086,211
|
|
$
|
1,022,588
|
|
$
|
969,290
|
|
Depreciation and Amortization of Intangible Assets
|
|
|
|
||||||
Tommy Bahama
|
$
|
30,998
|
|
$
|
31,796
|
|
$
|
28,103
|
|
Lilly Pulitzer
|
9,021
|
|
7,968
|
|
5,644
|
|
|||
Lanier Apparel
|
583
|
|
478
|
|
456
|
|
|||
Southern Tide
|
441
|
|
390
|
|
—
|
|
|||
Corporate and Other
|
1,359
|
|
1,451
|
|
1,557
|
|
|||
Total
|
$
|
42,402
|
|
$
|
42,083
|
|
$
|
35,760
|
|
Operating Income (Loss)
|
|
|
|
||||||
Tommy Bahama
|
$
|
55,002
|
|
$
|
44,101
|
|
$
|
65,993
|
|
Lilly Pulitzer
|
46,608
|
|
51,995
|
|
42,525
|
|
|||
Lanier Apparel
|
6,546
|
|
6,955
|
|
7,700
|
|
|||
Southern Tide
|
4,504
|
|
(282
|
)
|
—
|
|
|||
Corporate and Other (1)
|
(26,660
|
)
|
(12,885
|
)
|
(18,704
|
)
|
|||
Total Operating Income
|
86,000
|
|
89,884
|
|
97,514
|
|
|||
Interest expense, net
|
3,109
|
|
3,421
|
|
2,458
|
|
|||
Earnings Before Income Taxes
|
$
|
82,891
|
|
$
|
86,463
|
|
$
|
95,056
|
|
(1) Corporate and Other included a LIFO accounting charge of $7.8 million, a LIFO accounting credit of $5.9 million and a LIFO accounting charge of $0.3 million, in Fiscal 2017, Fiscal 2016 and Fiscal 2015, respectively.
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
Purchases of Property and Equipment
|
|
|
|
||||||
Tommy Bahama
|
$
|
24,962
|
|
$
|
34,191
|
|
$
|
54,490
|
|
Lilly Pulitzer
|
11,150
|
|
14,142
|
|
17,197
|
|
|||
Lanier Apparel
|
305
|
|
295
|
|
206
|
|
|||
Southern Tide
|
1,138
|
|
27
|
|
—
|
|
|||
Corporate and Other
|
1,193
|
|
760
|
|
529
|
|
|||
Total
|
$
|
38,748
|
|
$
|
49,415
|
|
$
|
72,422
|
|
|
February 3, 2018
|
January 28, 2017
|
||||
Total Assets
|
|
|
||||
Tommy Bahama
|
$
|
439,871
|
|
$
|
451,990
|
|
Lilly Pulitzer
|
142,882
|
|
126,506
|
|
||
Lanier Apparel
|
31,575
|
|
30,269
|
|
||
Southern Tide
|
94,032
|
|
96,208
|
|
||
Corporate and Other (1)
|
(8,419
|
)
|
(19,814
|
)
|
||
Total
|
$
|
699,941
|
|
$
|
685,159
|
|
(1) Total assets for Corporate and Other include LIFO reserves of $61.5 million and $58.0 million as of February 3, 2018 and January 28, 2017, respectively.
|
|
February 3, 2018
|
January 28, 2017
|
||||
United States
|
$
|
187,109
|
|
$
|
186,549
|
|
Other foreign (1)
|
6,424
|
|
7,382
|
|
||
Total
|
$
|
193,533
|
|
$
|
193,931
|
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
United States
|
$
|
1,048,619
|
|
$
|
986,062
|
|
$
|
932,878
|
|
Other foreign (1)
|
37,592
|
|
36,526
|
|
36,412
|
|
|||
Total
|
$
|
1,086,211
|
|
$
|
1,022,588
|
|
$
|
969,290
|
|
|
February 3, 2018
|
January 28, 2017
|
||||
Land
|
$
|
3,166
|
|
$
|
3,166
|
|
Buildings and improvements
|
36,331
|
|
34,986
|
|
||
Furniture, fixtures, equipment and technology
|
205,854
|
|
185,498
|
|
||
Leasehold improvements
|
231,108
|
|
223,253
|
|
||
|
476,459
|
|
446,903
|
|
||
Less accumulated depreciation and amortization
|
(282,926
|
)
|
(252,972
|
)
|
||
Property and equipment, net
|
$
|
193,533
|
|
$
|
193,931
|
|
|
February 3, 2018
|
January 28, 2017
|
||||
Intangible assets with finite lives
|
$
|
52,470
|
|
$
|
46,030
|
|
Accumulated amortization
|
(38,612
|
)
|
(35,785
|
)
|
||
Total intangible assets with finite lives, net
|
13,858
|
|
10,245
|
|
||
|
|
|
||||
Intangible assets with indefinite lives:
|
|
|
||||
Trademarks
|
165,000
|
|
165,000
|
|
||
Total intangible assets, net
|
$
|
178,858
|
|
$
|
175,245
|
|
|
Tommy Bahama
|
Lilly Pulitzer
|
Lanier Apparel
|
Southern Tide
|
Corporate and Other
|
Total
|
||||||||||||
Balance, January 31, 2015
|
$
|
117,102
|
|
$
|
29,032
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
146,134
|
|
Amortization
|
(1,688
|
)
|
(238
|
)
|
—
|
|
—
|
|
—
|
|
(1,926
|
)
|
||||||
Other, including foreign currency
|
(470
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(470
|
)
|
||||||
Balance, January 30, 2016
|
114,944
|
|
28,794
|
|
—
|
|
—
|
|
—
|
|
143,738
|
|
||||||
Acquisition
|
—
|
|
—
|
|
3,137
|
|
30,240
|
|
—
|
|
33,377
|
|
||||||
Amortization
|
(1,599
|
)
|
(199
|
)
|
(89
|
)
|
(263
|
)
|
—
|
|
(2,150
|
)
|
||||||
Other, including foreign currency
|
280
|
|
—
|
|
—
|
|
—
|
|
—
|
|
280
|
|
||||||
Balance, January 28, 2017
|
113,625
|
|
28,595
|
|
3,048
|
|
29,977
|
|
—
|
|
175,245
|
|
||||||
Acquisition
|
—
|
|
1,500
|
|
—
|
|
—
|
|
4,440
|
|
5,940
|
|
||||||
Amortization
|
(1,580
|
)
|
(346
|
)
|
(172
|
)
|
(288
|
)
|
(18
|
)
|
(2,404
|
)
|
||||||
Other, including foreign currency
|
112
|
|
—
|
|
(35
|
)
|
—
|
|
—
|
|
77
|
|
||||||
Balance, February 3, 2018
|
$
|
112,157
|
|
$
|
29,749
|
|
$
|
2,841
|
|
$
|
29,689
|
|
$
|
4,422
|
|
$
|
178,858
|
|
|
Tommy Bahama
|
Lilly Pulitzer
|
Southern Tide
|
Corporate and Other
|
Total
|
||||||||||
Balance, January 31, 2015
|
$
|
801
|
|
$
|
16,495
|
|
$
|
—
|
|
$
|
—
|
|
$
|
17,296
|
|
Other, including foreign currency
|
(73
|
)
|
—
|
|
—
|
|
—
|
|
(73
|
)
|
|||||
Balance, January 30, 2016
|
728
|
|
16,495
|
|
—
|
|
—
|
|
17,223
|
|
|||||
Acquisition
|
—
|
|
—
|
|
42,745
|
|
—
|
|
42,745
|
|
|||||
Other, including foreign currency
|
47
|
|
—
|
|
—
|
|
—
|
|
47
|
|
|||||
Balance, January 28, 2017
|
775
|
|
16,495
|
|
42,745
|
|
—
|
|
60,015
|
|
|||||
Acquisition
|
—
|
|
3,027
|
|
—
|
|
3,615
|
|
6,642
|
|
|||||
Other, including foreign currency
|
46
|
|
—
|
|
—
|
|
—
|
|
46
|
|
|||||
Balance, February 3, 2018
|
$
|
821
|
|
$
|
19,522
|
|
$
|
42,745
|
|
$
|
3,615
|
|
$
|
66,703
|
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||||||||
|
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
|
228,682
|
|
$
|
69
|
|
175,886
|
|
$
|
67
|
|
91,172
|
|
$
|
59
|
|
Service-based restricted share awards granted/issued
|
58,753
|
|
$
|
56
|
|
44,437
|
|
$
|
73
|
|
23,637
|
|
$
|
60
|
|
Performance-based restricted share awards issued related to prior year performance awards
|
30,443
|
|
$
|
76
|
|
87,009
|
|
$
|
58
|
|
87,153
|
|
$
|
78
|
|
Restricted share awards vested, including restricted shares repurchased from employees for employees' tax liability
|
(92,239
|
)
|
$
|
78
|
|
(58,711
|
)
|
$
|
51
|
|
(4,645
|
)
|
$
|
64
|
|
Restricted share awards forfeited
|
(14,594
|
)
|
58
|
|
(19,939
|
)
|
67
|
|
(21,431
|
)
|
70
|
|
|||
Restricted share awards outstanding at end of fiscal year
|
211,045
|
|
$
|
63
|
|
228,682
|
|
$
|
69
|
|
175,886
|
|
$
|
67
|
|
Grant
|
Number of
Unvested Share Awards
|
Average Market
Price on
Date of Grant
|
Vesting
Date
|
|||
Fiscal 2015 Performance-based Restricted Share Awards
|
68,408
|
|
$
|
58
|
|
April 2018
|
Fiscal 2016 Service-based Restricted Share Awards
|
30,319
|
|
$
|
76
|
|
April 2019
|
Fiscal 2016 Performance-based Restricted Share Awards
|
29,576
|
|
$
|
76
|
|
April 2019
|
Fiscal 2017 Service-based Restricted Share Awards
|
47,605
|
|
$
|
56
|
|
April 2020
|
Other Service-based Restricted Share Awards
|
35,137
|
|
$
|
59
|
|
April 2018 - April 2021
|
Total
|
211,045
|
|
|
|
|
Foreign
currency translation gain (loss) |
Net unrealized
gain (loss) on cash flow hedges |
Accumulated
other comprehensive income (loss) |
||||||
Balance, January 31, 2015
|
$
|
(30,900
|
)
|
$
|
746
|
|
$
|
(30,154
|
)
|
Other comprehensive income (loss)
|
24,071
|
|
(746
|
)
|
23,325
|
|
|||
Balance, January 30, 2016
|
(6,829
|
)
|
—
|
|
(6,829
|
)
|
|||
Other comprehensive income
|
1,553
|
|
—
|
|
1,553
|
|
|||
Balance, January 28, 2017
|
(5,276
|
)
|
—
|
|
(5,276
|
)
|
|||
Other comprehensive income
|
1,202
|
|
—
|
|
1,202
|
|
|||
Balance, February 3, 2018
|
$
|
(4,074
|
)
|
$
|
—
|
|
$
|
(4,074
|
)
|
|
Fiscal
2017 |
Fiscal
2016 |
Fiscal
2015 |
||||||
Earnings from continuing operations before income taxes:
|
|
|
|
||||||
Domestic
|
$
|
78,707
|
|
$
|
84,843
|
|
$
|
96,512
|
|
Foreign
|
4,184
|
|
1,620
|
|
(1,456
|
)
|
|||
Earnings from continuing operations before income taxes
|
$
|
82,891
|
|
$
|
86,463
|
|
$
|
95,056
|
|
|
|
|
|
||||||
Income taxes:
|
|
|
|
||||||
Current:
|
|
|
|
||||||
Federal
|
$
|
11,710
|
|
$
|
19,704
|
|
$
|
33,205
|
|
State
|
3,775
|
|
4,475
|
|
4,789
|
|
|||
Foreign
|
707
|
|
599
|
|
138
|
|
|||
|
16,192
|
|
24,778
|
|
38,132
|
|
|||
Deferred—primarily Federal
|
1,690
|
|
8,108
|
|
(1,508
|
)
|
|||
Deferred—Foreign
|
308
|
|
(922
|
)
|
(105
|
)
|
|||
Income taxes
|
$
|
18,190
|
|
$
|
31,964
|
|
$
|
36,519
|
|
|
Fiscal
2017 |
Fiscal
2016 |
Fiscal
2015 |
|||
Statutory tax rate (1)
|
33.7
|
%
|
35.0
|
%
|
35.0
|
%
|
State income taxes—net of federal income tax benefit
|
3.6
|
%
|
3.8
|
%
|
3.3
|
%
|
Impact of foreign operations rate differential (2)
|
(0.6
|
)%
|
(0.4
|
)%
|
0.6
|
%
|
Valuation allowance against foreign losses and other carry-forwards (3)
|
1.1
|
%
|
(0.6
|
)%
|
0.3
|
%
|
U.S. Tax Reform impact of change in tax rate on deferred tax amounts
|
(14.4
|
)%
|
—
|
%
|
—
|
%
|
Other, net
|
(1.5
|
)%
|
(0.8
|
)%
|
(0.8
|
)%
|
Effective tax rate for continuing operations
|
21.9
|
%
|
37.0
|
%
|
38.4
|
%
|
|
February 3,
2018 |
January 28,
2017 |
||||
Deferred Tax Assets:
|
|
|
||||
Inventories
|
$
|
12,207
|
|
$
|
14,886
|
|
Accrued compensation and benefits
|
7,660
|
|
11,817
|
|
||
Receivable allowances and reserves
|
1,630
|
|
2,561
|
|
||
Deferred rent and lease obligations
|
3,322
|
|
6,671
|
|
||
Operating loss and other carry-forwards
|
4,218
|
|
3,691
|
|
||
Other, net
|
3,739
|
|
3,960
|
|
||
Deferred tax assets
|
32,776
|
|
43,586
|
|
||
Deferred Tax Liabilities:
|
|
|
||||
Depreciation and amortization
|
(10,210
|
)
|
(5,360
|
)
|
||
Acquired intangible assets
|
(31,327
|
)
|
(46,524
|
)
|
||
Deferred tax liabilities
|
(41,537
|
)
|
(51,884
|
)
|
||
Valuation allowance
|
(5,624
|
)
|
(4,115
|
)
|
||
Net deferred tax liability
|
$
|
(14,385
|
)
|
$
|
(12,413
|
)
|
|
February 3,
2018 |
January 28,
2017 |
||||
Assets:
|
|
|
||||
Deferred tax assets
|
$
|
884
|
|
$
|
1,165
|
|
Liabilities:
|
|
|
||||
Deferred tax liabilities
|
(15,269
|
)
|
(13,578
|
)
|
||
Net deferred tax liability
|
$
|
(14,385
|
)
|
$
|
(12,413
|
)
|
Service
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
Interest and agent fees for our credit facility
|
$
|
640
|
|
$
|
1,190
|
|
$
|
459
|
|
Cash management services
|
$
|
98
|
|
$
|
92
|
|
$
|
90
|
|
Lead arranger, book runner and upfront fees
|
$
|
—
|
|
$
|
657
|
|
$
|
—
|
|
Other
|
$
|
9
|
|
$
|
10
|
|
$
|
56
|
|
|
First
Quarter
|
Second
Quarter
|
Third
Quarter
|
Fourth
Quarter
|
Total
|
||||||||||
Fiscal 2017
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
272,363
|
|
$
|
284,709
|
|
$
|
235,960
|
|
$
|
293,179
|
|
$
|
1,086,211
|
|
Gross profit
|
$
|
159,410
|
|
$
|
165,969
|
|
$
|
125,176
|
|
$
|
162,077
|
|
$
|
612,632
|
|
Operating income
|
$
|
29,959
|
|
$
|
36,402
|
|
$
|
1,124
|
|
$
|
18,515
|
|
$
|
86,000
|
|
Net earnings from continuing operations
|
$
|
17,197
|
|
$
|
22,689
|
|
$
|
1,072
|
|
$
|
23,743
|
|
$
|
64,701
|
|
Income from discontinued operations, net of taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
389
|
|
$
|
389
|
|
Net earnings
|
$
|
17,197
|
|
$
|
22,689
|
|
$
|
1,072
|
|
$
|
24,132
|
|
$
|
65,090
|
|
Net earnings from continuing operations per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.04
|
|
$
|
1.37
|
|
$
|
0.06
|
|
$
|
1.43
|
|
$
|
3.90
|
|
Diluted
|
$
|
1.03
|
|
$
|
1.36
|
|
$
|
0.06
|
|
$
|
1.41
|
|
$
|
3.87
|
|
Income from discontinued operations, net of taxes, per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.02
|
|
$
|
0.02
|
|
Diluted
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
0.02
|
|
$
|
0.02
|
|
Net earnings per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.04
|
|
$
|
1.37
|
|
$
|
0.06
|
|
$
|
1.45
|
|
$
|
3.92
|
|
Diluted
|
$
|
1.03
|
|
$
|
1.36
|
|
$
|
0.06
|
|
$
|
1.44
|
|
$
|
3.89
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
16,549
|
|
16,605
|
|
16,618
|
|
16,624
|
|
16,600
|
|
|||||
Diluted
|
16,695
|
|
16,700
|
|
16,735
|
|
16,802
|
|
16,734
|
|
|||||
Fiscal 2016
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
256,235
|
|
$
|
282,996
|
|
$
|
222,308
|
|
$
|
261,049
|
|
$
|
1,022,588
|
|
Gross profit
|
$
|
151,464
|
|
$
|
164,795
|
|
$
|
118,054
|
|
$
|
145,991
|
|
$
|
580,304
|
|
Operating income (loss)
|
$
|
32,006
|
|
$
|
38,689
|
|
$
|
(327
|
)
|
$
|
19,516
|
|
$
|
89,884
|
|
Net earnings (loss) from continuing operations
|
$
|
20,177
|
|
$
|
23,875
|
|
$
|
(1,597
|
)
|
$
|
12,044
|
|
$
|
54,499
|
|
Loss from discontinued operations, net of taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2,038
|
)
|
$
|
(2,038
|
)
|
Net earnings (loss)
|
$
|
20,177
|
|
$
|
23,875
|
|
$
|
(1,597
|
)
|
$
|
10,006
|
|
$
|
52,461
|
|
Net earnings (loss) from continuing operations per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.22
|
|
$
|
1.45
|
|
$
|
(0.10
|
)
|
$
|
0.73
|
|
$
|
3.30
|
|
Diluted
|
$
|
1.21
|
|
$
|
1.44
|
|
$
|
(0.10
|
)
|
$
|
0.72
|
|
$
|
3.27
|
|
Loss from discontinued operations, net of taxes, per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(0.12
|
)
|
$
|
(0.12
|
)
|
Diluted
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(0.12
|
)
|
$
|
(0.12
|
)
|
Net earnings (loss) per share:
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.22
|
|
$
|
1.45
|
|
$
|
(0.10
|
)
|
$
|
0.61
|
|
$
|
3.18
|
|
Diluted
|
$
|
1.21
|
|
$
|
1.44
|
|
$
|
(0.10
|
)
|
$
|
0.60
|
|
$
|
3.15
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
16,503
|
|
16,515
|
|
16,531
|
|
16,537
|
|
16,522
|
|
|||||
Diluted
|
16,617
|
|
16,623
|
|
16,531
|
|
16,689
|
|
16,649
|
|
|
Useful life
|
Fiscal 2017 acquisitions
|
||
Finite lived intangible assets acquired:
|
|
|
||
Trade names and trademarks
|
20 years
|
$
|
4,220
|
|
Other intangible assets including reacquired rights, customer relationships and non-compete agreements
|
3 - 10 years
|
$
|
1,720
|
|
|
|
$
|
5,940
|
|
|
Southern Tide acquisition
|
||
Cash and cash equivalents
|
$
|
2,423
|
|
Receivables
|
6,616
|
|
|
Inventories (1)
|
16,251
|
|
|
Prepaid expenses
|
740
|
|
|
Property and equipment
|
220
|
|
|
Intangible assets
|
30,240
|
|
|
Goodwill
|
42,745
|
|
|
Other non-current assets
|
344
|
|
|
Accounts payable, accrued expenses and other liabilities
|
(3,473
|
)
|
|
Deferred taxes
|
(1,812
|
)
|
|
Purchase price
|
$
|
94,294
|
|
|
|
||
(1) Includes a step-up of acquired inventory from cost to fair value of $2.7 million. This step-up amount was recognized in Fiscal 2016 in cost of goods sold in our consolidated statement of operations.
|
|
Useful life
|
Southern Tide acquisition
|
||
Finite lived intangible assets acquired, primarily consisting of customer relationships
|
5 - 20 years
|
$
|
3,440
|
|
Trade names and trademarks
|
Indefinite
|
26,800
|
|
|
|
|
$
|
30,240
|
|
|
Fiscal 2016
|
Fiscal 2015
|
||||
Net sales
|
$
|
1,034,369
|
|
$
|
1,007,330
|
|
Earnings from continuing operations before income taxes
|
$
|
92,212
|
|
$
|
95,963
|
|
Earnings from continuing operations
|
$
|
58,035
|
|
$
|
58,609
|
|
Earnings from continuing operations per share:
|
|
|
||||
Basic
|
$
|
3.51
|
|
$
|
3.59
|
|
Diluted
|
$
|
3.49
|
|
$
|
3.57
|
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
Net sales
|
$
|
—
|
|
$
|
—
|
|
$
|
28,081
|
|
Cost of goods sold
|
—
|
|
—
|
|
17,414
|
|
|||
Gross profit
|
$
|
—
|
|
$
|
—
|
|
$
|
10,667
|
|
SG&A
|
(629
|
)
|
2,928
|
|
20,698
|
|
|||
Royalties and other operating income
|
—
|
|
—
|
|
1,919
|
|
|||
Operating income (loss)
|
$
|
629
|
|
$
|
(2,928
|
)
|
$
|
(8,112
|
)
|
Interest expense, net
|
—
|
|
—
|
|
146
|
|
|||
Income (loss) from discontinued operations before income taxes
|
$
|
629
|
|
$
|
(2,928
|
)
|
$
|
(8,258
|
)
|
Income taxes
|
240
|
|
(890
|
)
|
(800
|
)
|
|||
Income (loss) from discontinued operations, net of taxes
|
$
|
389
|
|
$
|
(2,038
|
)
|
$
|
(7,458
|
)
|
Loss on sale of discontinued operations, net of taxes
|
—
|
|
—
|
|
(20,517
|
)
|
|||
Net income (loss) from discontinued operations, net of taxes
|
$
|
389
|
|
$
|
(2,038
|
)
|
$
|
(27,975
|
)
|
|
Fiscal 2017
|
Fiscal 2016
|
Fiscal 2015
|
||||||
Depreciation and amortization
|
$
|
—
|
|
$
|
136
|
|
$
|
667
|
|
Capital expenditures
|
$
|
—
|
|
$
|
—
|
|
$
|
660
|
|
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 2017
|
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|||||||||
Accounts receivable reserves(1)
|
$
|
9,301
|
|
$
|
9,059
|
|
—
|
|
(3)
|
$
|
(11,875
|
)
|
(4)
|
$
|
6,485
|
|
Allowance for doubtful accounts(2)
|
811
|
|
1,366
|
|
—
|
|
(3)
|
(518
|
)
|
(5)
|
$
|
1,659
|
|
|||
Fiscal 2016
|
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|||||||||
Accounts receivable reserves(1)
|
$
|
8,402
|
|
$
|
10,032
|
|
153
|
|
(3)
|
$
|
(9,286
|
)
|
(4)
|
$
|
9,301
|
|
Allowance for doubtful accounts(2)
|
454
|
|
506
|
|
80
|
|
(3)
|
(229
|
)
|
(5)
|
$
|
811
|
|
|||
Fiscal 2015
|
|
|
|
|
|
|
|
|||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|||||||||
Accounts receivable reserves(1)
|
$
|
8,265
|
|
$
|
10,288
|
|
—
|
|
|
$
|
(10,151
|
)
|
(4)
|
$
|
8,402
|
|
Allowance for doubtful accounts(2)
|
571
|
|
8
|
|
—
|
|
|
(125
|
)
|
(5)
|
$
|
454
|
|
(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)
|
Addition due to business combinations in Fiscal 2016.
|
(4)
|
Principally amounts written off related to customer allowances, returns and discounts.
|
(5)
|
Principally accounts written off as uncollectible.
|
/s/ THOMAS C. CHUBB III
|
|
/s/ K. SCOTT GRASSMYER
|
Thomas C. Chubb III
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
|
|
K. Scott Grassmyer
Executive Vice President — Finance, Chief Financial Officer and Controller
(Principal Financial Officer)
|
April 2, 2018
|
|
April 2, 2018
|
Name
|
Principal Occupation
|
Helen Ballard
|
Ms. Ballard is the owner of Helen Ballard LLC, a home furnishing product design business.
|
Thomas C. Chubb III
|
Mr. Chubb is our Chairman, Chief Executive Officer and President.
|
Thomas C. Gallagher
|
Mr. Gallagher is Non-Executive Chairman of the Board of Directors of Genuine Parts Company, a distributor of automotive replacement parts, industrial replacement parts, office products and electrical/electronic materials.
|
Virginia A. Hepner
|
Ms. Hepner served as President and Chief Executive Officer of the Woodruff Arts Center, one of the world’s largest arts centers, until her retirement in 2017.
|
John R. Holder
|
Mr. Holder is Chairman and Chief Executive Officer of Holder Properties, a full-service commercial and residential real estate developer.
|
Dennis M. Love
|
Mr. Love served as Chairman of Printpack Inc., a manufacturer of flexible and specialty rigid packaging, until his retirement in 2017.
|
Clarence H. Smith
|
Mr. Smith is Chairman of the Board, President and Chief Executive Officer of Haverty Furniture Companies, Inc., a home furnishings retailer.
|
Clyde C. Tuggle
|
Mr. Tuggle is Senior Advisor to the Chief Executive Officer of The Coca-Cola Company.
|
E. Jenner Wood III
|
Mr. Wood served as Corporate Executive Vice President of SunTrust Banks, Inc. until his retirement in 2016.
|
Name
|
Position Held
|
Thomas C. Chubb III
|
Chairman, Chief Executive Officer and President
|
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 Apparel
|
Michelle M. Kelly
|
CEO, Lilly Pulitzer Group
|
Douglas B. Wood
|
CEO, Tommy Bahama Group
|
•
|
Consolidated Balance Sheets as of
February 3, 2018
and
January 28, 2017
.
|
•
|
Consolidated Statements of Operations for
Fiscal 2017
,
Fiscal 2016
and
Fiscal 2015
.
|
•
|
Consolidated Statements of Comprehensive Income for
Fiscal 2017
,
Fiscal 2016
and
Fiscal 2015
.
|
•
|
Consolidated Statements of Shareholders' Equity for
Fiscal 2017
,
Fiscal 2016
and
Fiscal 2015
.
|
•
|
Consolidated Statements of Cash Flows for
Fiscal 2017
,
Fiscal 2016
and
Fiscal 2015
.
|
•
|
Notes to Consolidated Financial Statements for
Fiscal 2017
,
Fiscal 2016
and
Fiscal 2015
.
|
•
|
Schedule II—Valuation and Qualifying Accounts
|
2.1
|
|
2.2
|
|
3.1
|
|
3.2
|
|
10.1
|
|
10.2
|
|
10.3
|
|
10.4
|
|
10.5
|
|
10.6
|
|
10.7
|
|
21
|
|
23
|
|
24
|
|
31.1
|
|
31.2
|
|
32
|
|
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
Chairman, Chief Executive Officer and President
|
Signature
|
Capacity
|
Date
|
|
|
|
/s/ THOMAS C. CHUBB III
|
|
|
Thomas C. Chubb III
|
Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)
|
April 2, 2018
|
/s/ K. SCOTT GRASSMYER
|
|
|
K. Scott Grassmyer
|
Executive Vice President
—
Finance, Chief Financial Officer and Controller (Principal Financial Officer and Principal Accounting Officer)
|
April 2, 2018
|
*
|
|
|
Helen Ballard
|
Director
|
April 2, 2018
|
*
|
|
|
Thomas C. Gallagher
|
Director
|
April 2, 2018
|
*
|
|
|
Virginia A. Hepner
|
Director
|
April 2, 2018
|
*
|
|
|
John R. Holder
|
Director
|
April 2, 2018
|
*
|
|
|
Dennis M. Love
|
Director
|
April 2, 2018
|
*
|
|
|
Clarence H. Smith
|
Director
|
April 2, 2018
|
*
|
|
|
Clyde C. Tuggle
|
Director
|
April 2, 2018
|
*
|
|
|
E. Jenner Wood III
|
Director
|
April 2, 2018
|
|
|
|
*By
|
|
|
/s/ SURAJ A. PALAKSHAPPA
|
|
|
Suraj A. Palakshappa
as Attorney-in-Fact
|
|
|
2.1
|
“Board” means the Board of Directors of the Company.
|
2.2
|
“Code” means the Internal Revenue Code of 1986, as amended.
|
2.3
|
“Committee” means the committee appointed by the Board to administer the Plan pursuant to Section 8.2.
|
2.4
|
“Company” means Oxford Industries, Inc.
|
2.5
|
“Eligible Employee” means the Chief Executive Officer of the Company and any other employee of the Company (or of any Subsidiary) who, in the opinion of the Committee, (i) will have compensation for the applicable fiscal year sufficient to result in the employee being listed in the Summary Compensation Table appearing in the Company’s proxy statement distributed to shareholders following such fiscal year, as required by Item 402(a)(3) of Regulation S-K under the Securities Act of 1933, as amended; or (ii) otherwise qualifies as a key executive of the Company or a Subsidiary.
|
2.6
|
“Maximum Performance Award” means an amount not greater than $5 million with respect to the award of all bonuses to a Participant under the Plan with respect to performance periods (or portions thereof) falling within any twelve (12) consecutive month period.
|
2.7
|
“Outside Directors” means members of the Board who qualify as outside directors, as that term is defined in Code Section 162(m) and the regulations proposed or adopted thereunder.
|
2.8
|
“Participant” means an Eligible Employee designated by the Committee under Section 3 to participate in the Plan.
|
2.9
|
“Performance Award” means the bonus awarded to a Participant under the terms of the Plan.
|
2.10
|
“Performance Measures” means the specified objectives and measurements established by the Committee which, if satisfied, will result in a Performance Award.
|
2.11
|
“Plan” means this Oxford Industries, Inc. Executive Performance Incentive Plan, as amended from time to time.
|
2.12
|
“Plan Year,” with respect to any Performance Award to a Participant or with respect to any Performance Measure, means the Company’s applicable fiscal year or such other period designated by the Committee.
|
2.13
|
“Subsidiary” means any corporation, joint venture or partnership in which the Company owns directly or indirectly (i) with respect to a corporation, stock possessing at least fifty percent (50%) of the total combined voting power of all classes of stock in the corporation, or (ii) in the case of a joint venture or partnership, a fifty percent (50%) or more interest in the capital or profits of such joint venture or partnership.
|
4.1
|
Time of Establishment
. No later than ninety (90) days after the commencement of the Plan Year, the Committee shall specify in writing the Performance Measures and Performance Awards which are to apply for that Plan Year, subject to the provisions of Sections 4.2 and 4.3.
|
4.2
|
Performance Awards
. Performance Awards may vary among Participants and from Plan Year to Plan Year; however, Performance Awards to a Participant with respect to the performance periods (or portions thereof) falling within any twelve (12) consecutive month period shall in no event exceed the Maximum Performance Award. Performance Awards may be established as a percentage or multiple of base salary, or as a percentage or multiple of an established target bonus.
|
4.3
|
Performance Measures
. Performance Measures may include the achievement of a specified target of, or target growth in, one or more of the following: (i) earnings before interest expense, taxes, depreciation and amortization (“EBITDA”); (ii) earnings before interest expense and taxes (“EBIT”); (iii) net earnings; (iv) net income; (v) operating income; (vi) earnings per share; (vii) book value per share; (viii) return on shareholders’ equity; (ix) capital expenditures; (x) expenses and expense ratio management; (xi) return on investment; (xii) improvements in capital structure; (xiii) profitability of an identifiable business unit or product; (xiv) maintenance or improvement of profit margins; (xv) stock price; (xvi) market share; (xvii) revenues or sales; (xviii) costs; (xix) cash flow; (xx) working capital; (xxi) return on (net) assets; (xxii) economic value added; (xxiii) gross or net profit before or after taxes; (xxiv) total shareholder return; (xxv) objectively determinable goals with respect to service or product delivery, service or product quality, inventory management, customer satisfaction, meeting budgets and/or retention of employees; or (xxvi) other individual objectives that are measurable and consistent with Code Section 162(m).
|
5.1
|
Committee Certification Regarding Performance Measures
. As soon as possible following the end of each Plan Year, the Committee shall certify for each Participant whether the Performance Measures for that Plan Year have been met. If such Performance Measures have been met, the Committee will award such Participant the Performance Award established under Section 4 hereof, subject to the discretion reserved in Section 5.3 to reduce such awards, but with no discretion to increase the Performance Award.
|
5.2
|
Maximum Award
. Performance Awards to a Participant with respect to the performance periods (or portions thereof) falling within any twelve (12) consecutive month period shall in no event exceed the Maximum Performance Award.
|
5.3
|
Reduction of Award Amount
. The Committee in its sole discretion may award to a Participant less than the Performance Award regardless of the fact that the Performance Measures for the Plan Year have been met.
|
5.4
|
Adjustments
. The Committee may provide, to the extent permitted by Code Section 162(m) and at the time of establishing the Performance Measures for a Plan Year, that the Performance Measures for the Plan Year will be determined without regard to (i) a change in accounting standards or principles, (ii) a significant acquisition or divestiture, (iii) a significant capital transaction, (iv) other unusual, nonrecurring items, (v) any other extraordinary items or events, or (v) any objectively determinable adjustments to the Performance Measures.
|
8.1
|
Administration by Committee
. The Plan shall be administered by the Committee, which shall have the authority in its sole discretion, subject to the provisions of the Plan, to administer the Plan and to exercise all the powers either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan.
|
8.2
|
Appointment of Committee
. The Board shall appoint the Committee from among its members to serve at the pleasure of the Board. The Board from time to time may remove members from, or add members to, the Committee and shall fill all vacancies thereon. The Committee shall at all times consist solely of two or more Outside Directors.
|
8.3
|
Interpretation of Plan Provisions
. The Committee shall have complete discretion to construe and interpret the Plan and may adopt rules and regulations governing administration of the Plan. The Committee may consult with the management of the Company but shall retain responsibility for administration of the Plan. The Committee’s decisions, actions and interpretations regarding the Plan shall be final and binding upon all Participants.
|
8.4
|
Participation Limited to this Plan
. A Participant in this Plan with respect to a Plan Year shall not be entitled to participate in the Company’s Performance Bonus Program for such Plan Year, notwithstanding any provision of such Performance Bonus Program to the contrary.
|
13.1
|
Unfunded Plan
. The Plan shall be an unfunded incentive compensation arrangement for a select group of key management employees of the Company and its participating Subsidiaries. Nothing contained in the Plan, and no action taken pursuant to the Plan, shall create or be construed to create a trust of any kind. A Participant’s right to receive a Performance Award shall be no greater than the right of an unsecured general creditor of the Company. All Performance Awards shall be paid from the general funds of the Company, and no segregation of assets shall be made to ensure payment of Performance Awards.
|
13.2
|
Governing Law
. The Plan shall be interpreted, construed and administered in accordance with the laws of the State of Georgia, without giving effect to principles of conflicts of law.
|
13.3
|
Section Headings
. The section headings contained in the Plan are for purposes of convenience only and are not intended to define or limit the contents of the Plan’s sections.
|
13.4
|
Other Awards
. Nothing contained in the Plan shall be deemed or construed to limit the right or discretion of the Board, the Committee or the Company or a Subsidiary to award or grant to any Participant a discretionary bonus or other award outside the scope of the Plan.
|
13.5
|
Effect on Employment
. Nothing contained in the Plan shall affect or be construed as affecting the terms of employment of any Eligible Employee except as expressly provided in the Plan. Nothing in the Plan shall affect or be construed as affecting the right of the Company or a Subsidiary to terminate the employment of an Eligible Employee at any time for any reason, with or without cause.
|
13.6
|
Successors
. All obligations of the Company with respect to Performance Awards granted under the Plan shall be binding upon any successor to the Company, whether such successor is the result of an acquisition of stock or assets of the Company, a merger, a consolidation or otherwise.
|
13.7
|
Withholding of Taxes
. The Company shall deduct from each Performance Award the amount of any taxes required to be withheld by any governmental authority.
|
Name
|
% of Voting
Securities
|
Jurisdiction of Incorporation or Organization
|
|
Oxford Industries, Inc.
|
|
|
|
Camisas Bahia Kino S.A. de C.V.
|
100
|
Mexico
|
|
Industrias Lanier de Honduras S. de R.L.
|
50
(1)
|
Honduras
|
|
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 Industries (UK1) Limited
|
100
|
United Kingdom
|
|
Oxford International, Inc.
|
100
|
Georgia
|
|
Oxford of South Carolina, Inc.
|
100
|
South Carolina
|
|
Oxford Products (International) Limited
|
99.99
(3)
|
Hong Kong
|
|
Servicios de Manufactura de Mérida, S. de R.L. de C.V.
|
99.9
(4)
|
Mexico
|
|
Sugartown Worldwide LLC
|
100
|
Delaware
|
|
The Beaufort Bonnet Company, LLC
|
100
|
Kentucky
|
|
Tommy Bahama Group, Inc.
|
100
|
Delaware
|
|
Viewpoint Marketing, Inc.
|
100
|
Florida
|
|
Oxford Caribbean, Inc.
|
|
|
|
Q.R. Fashions S. de R.L.
|
100
|
Honduras
|
|
Oxford Industries (UK2) Limited
|
|
|
|
Oxford Industries (UK3) Limited
|
100
|
United Kingdom
|
|
Oxford Products (International) Limited
|
|
|
|
Industrias Oxford de Merida, S.A. de CV
|
99
(5)
|
Mexico
|
|
Oxford Industries (UK2) Limited
|
75
(6)
|
United Kingdom
|
|
Oxford Philippines, Inc.
|
96.25
(7)
|
Philippines
|
|
Tommy Bahama Global Sourcing Limited
|
100
|
Hong Kong
|
|
Oxford of South Carolina, Inc.
|
|
|
|
GCP Southern Tide Coinvest, Inc.
|
100
|
Delaware
|
|
S/T Group Blocker, Inc.
|
100
|
Delaware
|
|
S/T Group Blocker, Inc.
|
|
|
|
S/T Group Holdings, LLC
|
50
(8)
|
Delaware
|
|
S/T Group Holdings, LLC
|
|
|
|
Southern Tide, LLC
|
100
|
South Carolina
|
|
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 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. de R.L. 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.
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(3)
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One share of the voting securities of Oxford Products (International) Limited is owned by Oxford International, Inc. Oxford Products (International) Limited has 150,000 shares issued and outstanding.
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(4)
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0.1% of the voting securities of Servicios de Manufactura de Mérida, S. de R.L. de C.V. is owned by Oxford International, Inc.
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(5)
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1% of the voting securities of Industrias Oxford de Merida, S.A. de CV is owned by Oxford Industries, Inc.
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(6)
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Approximately 25% of the voting securities of Oxford Industries (UK2) Limited is owned by Oxford Industries (UK1) Limited.
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(7)
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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.
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(8)
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48% of the voting securities of S/T Group Holdings, LLC is owned by Oxford of South Carolina, Inc. and 2% of the voting securities of S/T Group Holdings, LLC is owned by GCP Southern Tide Coinvest, Inc.
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(1)
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Registration Statements (Form S-8 Nos. 333-121538 and 333-161902) pertaining to the Oxford Industries, Inc. Long-Term Stock Incentive Plan,
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(2)
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Registration Statements (Form S-8 Nos. 333-121535 and 333-161904) pertaining to the Oxford Industries, Inc. Employee Stock Purchase Plan, and
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(3)
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Registration Statement (Form S-8 No. 333-130010) pertaining to the Oxford Industries, Inc. Deferred Compensation Plan;
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/s/ Helen Ballard
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Helen Ballard
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Date: March 27, 2018
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/s/ Thomas C. Gallagher
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Thomas C. Gallagher
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Date: March 27, 2018
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/s/ Virginia A. Hepner
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Virginia A. Hepner
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Date: March 27, 2018
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/s/ John R. Holder
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John R. Holder
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Date: March 27, 2018
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/s/ Dennis M. Love
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Dennis M. Love
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Date: March 27, 2018
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/s/ Clarence H. Smith
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Clarence H. Smith
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Date: March 27, 2018
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/s/ Clyde C. Tuggle
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Clyde C. Tuggle
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Date: March 27, 2018
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/s/ E. Jenner Wood III
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E. Jenner Wood III
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Date: March 27, 2018
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1.
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I have reviewed this annual report on Form 10-K of Oxford Industries, Inc.;
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2.
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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;
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3.
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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;
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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
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(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
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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.
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Date:
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April 2, 2018
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|
/s/ THOMAS C. CHUBB III
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|
|
|
Thomas C. Chubb III
Chairman, 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:
|
(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:
|
April 2, 2018
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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)
|
(1)
|
The Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ THOMAS C. CHUBB III
|
|
Thomas C. Chubb III
Chairman, Chief Executive Officer and President
(Principal Executive Officer)
|
|
April 2, 2018
|
|
|
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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)
|
|
April 2, 2018
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