-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AE5mnuCRJLADGp/NrsTKfg3kS+ANL1ytZAoAZe3k2RajeMUd+8MLyntHGrNANlxA ZmxofyDQZoMmuEc0Iwu8NQ== 0000075288-98-000008.txt : 19980413 0000075288-98-000008.hdr.sgml : 19980413 ACCESSION NUMBER: 0000075288-98-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19980227 FILED AS OF DATE: 19980410 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD INDUSTRIES INC CENTRAL INDEX KEY: 0000075288 STANDARD INDUSTRIAL CLASSIFICATION: MEN'S & BOYS' FURNISHINGS, WORK CLOTHING, AND ALLIED GARMENTS [2320] IRS NUMBER: 580831862 STATE OF INCORPORATION: GA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-04365 FILM NUMBER: 98591286 BUSINESS ADDRESS: STREET 1: 222 PIEDMONT AVE NE CITY: ATLANTA STATE: GA ZIP: 30308 BUSINESS PHONE: 4046592424 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] Quarterly Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended February 27, 1998 ---------------- OR [ ] Transition Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to ---------------- ---------------- Commission File Number 1-4365 ------ OXFORD INDUSTRIES, INC. - ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Georgia 58-0831862 - ------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308 -------------------------------------------------- (Address of principal executive offices)(Zip Code) (404) 659-2424 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares outstanding Title of each class as of April 6, 1998 - --------------------------- ---------------------------- Common Stock, $1 par value 8,815,212 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. - ----------------------------- OXFORD INDUSTRIES, INC CONSOLIDATED STATEMENT OF EARNINGS NINE MONTHS AND QUARTERS ENDED FEBRUARY 27, 1998 AND FEBRUARY 28, 1997 (UNAUDITED) Nine Months Ended Quarter Ended ------------------------- ------------------------ $ in thousands except February 27, February 28, February 27, February 28, per share amounts 1998 1997 1998 1997 ------------ ----------- ------------ ----------- Net Sales $579,981 $543,221 $178,677 $167,470 Costs and Expenses: Cost of goods sold 466,137 441,091 143,157 133,873 Selling, general and administrative 80,719 74,700 26,018 25,124 Interest 2,663 3,309 664 1,142 ------- ------- ------- ------- Total Costs and Expenses 549,519 519,100 169,839 160,139 ------- ------- ------- ------- Earnings Before Income Taxes 30,462 24,121 8,838 7,331 Income Taxes 11,880 9,648 3,447 2,932 ------- ------- ------- ------- Net Earnings $ 18,582 $ 14,473 $ 5,391 $ 4,399 ======== ======== ======= ======= Basic Earnings Per Share $2.10 $1.66 $0.61 $0.51 ======= ======== ======= ====== Diluted Earnings Per Share $2.07 $1.65 $0.60 $0.50 ======= ======== ======= ======= Basic Number of Shares Outstanding 8,831,809 8,738,400 8,841,924 8,732,054 ========= ========= ========= ======== Diluted Number of Shares Outstanding 8,990,065 8,786,523 8,990,301 8,845,220 ========= ========= ========= ========= Dividends Per Share $0.60 $0.60 $0.20 $0.20 ========= ========= ========= ========= See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS FEBRUARY 27, 1998, MAY 30, 1997 AND FEBRUARY 28, 1997 (UNAUDITED EXCEPT FOR MAY 30, 1997) $ in thousands February 27, May 30, February 28, - -------------- 1998 1997 1997 ----------- ------- ----------- Assets - ------ Current Assets: Cash $ 2,813 $ 3,313 $ 3,058 Receivables 110,148 77,771 105,561 Inventories: Finished goods 85,217 87,368 70,152 Work in process 24,256 26,276 23,734 Fabric, trim & supplies 28,642 36,137 29,285 -------- -------- -------- 138,115 149,781 123,171 Prepaid expenses 13,616 16,080 14,306 -------- -------- -------- Total Current Assets 264,692 246,945 246,096 Property, Plant and Equipment 33,354 34,636 33,948 Other Assets 4,871 5,536 6,163 -------- -------- -------- Total Assets $302,917 $287,117 $286,207 ======== ======== ======== Liabilities and Stockholders' Equity - ------------------------------------ Current Liabilities: Notes payable $17,000 $ 4,000 $26,500 Trade accounts payable 46,765 59,524 40,163 Accrued compensation 11,234 11,278 9,760 Other accrued expenses 21,133 16,964 19,205 Dividends payable 1,763 1,755 1,749 Current maturities of long- term debt 442 2,784 1,243 -------- -------- -------- Total Current Liabilities 98,337 96,305 98,620 Long-Term Debt, less current maturities 41,503 41,790 43,487 Noncurrent Liabilities 4,500 4,500 4,500 Deferred Income Taxes 3,321 3,005 2,155 Stockholders' Equity: Common stock 8,815 8,780 8,745 Additional paid-in capital 11,328 9,554 8,874 Retained earnings 135,113 123,183 119,826 -------- -------- -------- Total Stockholders' Equity 155,256 141,517 137,445 -------- -------- -------- Total Liabilities and Stockholders' Equity $302,917 $287,117 $286,207 ======== ======== ======== See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED FEBRUARY 27, 1998 AND FEBRUARY 28, 1997 (UNAUDITED) $ in thousands February 27, February 28, - -------------- 1998 1997 Cash Flows From Operating Activities --------------------------------- - ------------------------------------ Net earnings $ 18,582 $ 14,473 Adjustments to reconcile net earnings to net cash (used in)provided by operating activities: Depreciation and amortization 5,967 6,880 Gain on sale of property, plant and equipment (509) (284) Changes in working capital: Receivables (32,377) (20,968) Inventories 11,666 13,618 Prepaid expenses 2,464 (559) Trade accounts payable (12,759) (9,513) Accrued expenses and other current liabilities 4,125 8,726 Deferred income taxes 316 369 Other noncurrent assets 51 (472) Net cash (used in)provided by ----------- --------- operating activities (2,474) 12,270 Cash Flows From Investing Activities - ------------------------------------ Purchase of property, plant and equipment (4,399) (4,980) Proceeds from sale of property, plant and equipment 840 1,703 -------- ---------- Net cash (used in) investing activities (3,559) (3,277) Cash Flows From Financing Activities - ------------------------------------ Short-term borrowings 13,000 1,000 Payments on long-term debt (2,629) (1,953) Proceeds from exercise of stock options 1,668 747 Purchase and retirement of common stock (1,215) (1,500) Dividends on common stock (5,291) (5,244) Net cash (used in)provided by ------ ------- financing activities 5,533 (6,950) Net change in Cash and Cash Equivalents (500) 2,043 Cash and Cash Equivalents at Beginning of Period 3,313 1,015 -------- -------- Cash and Cash Equivalents at End of Period $ 2,813 $ 3,058 ======== ======== Supplemental Disclosure of Cash Flow Information - ------------------------------------------------ Cash paid for: Interest $ 2,637 $ 3,286 Income taxes 10,096 10,832 See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTERS ENDED FEBRUARY 27, 1998 AND FEBRUARY 28, 1997 1. The foregoing unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of results to be expected for the entire fiscal year. 2. The financial information presented herein should be read in conjunction with the consolidated financial statements included in the Registrant's Annual Report on Form 10-K for the fiscal year ended May 30, 1997. 3. The Company is involved in certain legal matters primarily arising in the normal course of business. In the opinion of management, the Company's liability under any of these matters would not materially affect its financial condition or results of operations. 4. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards SFAS No. 128 "Earnings per Share." The new standard simplifies the computation of earnings per share (EPS) and increases comparability to international standards. Under SFAS No. 128, primary EPS is replaced by "Basic" EPS, which excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. "Diluted" EPS, which is computed similarly to fully diluted EPS, reflects the potential dilution that could occur if securities or other contracts into issue common stock were exercised or converted to common stock. The Company's required adoption date was December 15, 1997. All prior period EPS information (including interim EPS) is required to be restated. 5. In February 1997, the Financial Accounting Standards Board issued SFAS No. 129, "Disclosure of Information About Capital Structure." SFAS No. 129 requires companies to disclose descriptive information about an entity's capital structure. It also requires disclosure of information about the liquidation preference of preferred stock and redeemable stock. SFAS No. 129 is effective for the Company's year-end 1998 financial statements. Management does not expect that SFAS No. 129 will require significant revision of prior disclosures. 6. In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income." SFAS No. 130 is designed to improve the reporting of changes in equity from period to period. SFAS No. 130 is effective for the Company's year-end 1999 financial statements. Management does not expect SFAS No. 130 to have a significant impact on the Company's financial statements. 7. In June 1997, the Financial Accounting Standards Board issued SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information." SFAS No. 131 requires that an enterprise disclose certain information about operating segments. SFAS No. 131 is effective for the Company's year-end 1999 financial statements. Management has not yet determined the impact of SFAS No. 131. Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations: NET SALES Net sales for the third quarter of the 1998 fiscal year, which ended February 27, 1998, increased 6.7% from net sales for the same period of the prior year. Net sales for the first nine months of the current fiscal year increased 6.8% from net sales for the same period of the prior year. The third quarter sales increase was led by the Company's Shirt Group which had sales increases in all six divisions: Oxford Shirtings, Tommy Hilfiger Golf, Tommy Hilfiger Dress Shirts, Ox Sport, Polo for Boys and Ely & Walker. Lanier Clothes, the Company's Tailored Clothing Group, also had increases in all divisions: Private Label, Oscar de la Renta, Nautica, and initial shipments in its new Geoffrey Beene division. The Company's Slacks Group had a sales decline against a very good third quarter in the prior year. The Womenswear Group also had a decline due primarily to some February shipments to a major customer being deferred into March. In the third quarter of the current year, the Company experienced an overall net sales unit volume decrease of 2.9% while experiencing a 9.7% increase in the weighted average net sales price per unit. Third quarter net sales included greater increased sales in the Company's higher priced products. For the first nine months of the current year, the Company experienced a 4.7% increase in overall net sales unit volume while experiencing a 1.9% increase in the weighted average net sales price per unit. COST OF GOODS SOLD Cost of goods sold as a percentage of net sales was 80.1% in the third quarter of the current year as compared to 79.9% in the third quarter of the prior year. For the first nine months of the current fiscal year, cost of goods sold as a percentage of net sales was 80.4%, as compared to 81.2% for the first nine months of the prior fiscal year. The increase in cost of goods sold as a percentage of net sales for the third quarter of the current year was due primarily to increased markdowns. The decrease in cost of goods as a percentage of net sales for the first nine months of the current year was due to increased sales of higher margin lines and the continuation of the shift from domestic production to offshore production yielding comparatively lower costs per unit. During the third quarter, the Company announced the forthcoming closure of its domestic sewing facilities in Giles, Virginia and Gaffney, South Carolina. These facility closings are the direct result of the continuing intense competitive pressures that require the Company to utilize the most cost-effective production resources. During the quarter, the Company approved the opening of two new sewing facilities in Latin America and continued expansion of three existing facilities in Latin America. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative expenses increased by 3.6% to $26,018,000 in the third quarter of fiscal 1998 from $25,124,000 in the same period of fiscal 1997. Selling, general and administrative expenses increased 8.1% to $80,719,000 for the first nine months of the current year from $74,700,000 for the first nine months of the prior year. As a percentage of net sales, selling, general and administrative expenses decreased to 14.6% for the third quarter of the current year from 15.0% for the third quarter of the prior year, and increased to 13.9% for the first nine months of the current year from 13.8% for the first nine months of the prior year. The major contributors to the increased selling, general and administrative expenses were higher advertising, royalty and selling expenses inherent in the licensed designer businesses and higher employment costs. In addition to normal salary increases, the higher employment costs are the result of increased group medical insurance claims and increased accruals for management performance bonuses. INTEREST EXPENSE Net interest expense declined by $478,000 to $664,000 or 0.4% of net sales in the third quarter of the current year from $1,142,000 or 0.7% of net sales in the third quarter of the prior year. Net interest expense declined by $646,000 to $2,663,000 or 0.5% of net sales in the first nine months of the current year from $3,309,000 or 0.6% of net sales in the first nine months of the prior year. The reduction in interest expense was due to lower average short- term borrowings. INCOME TAXES The Company's effective tax rate was 39.0% for the third quarter and first nine months of the current year compared to 40.0% for the third quarter and the first nine months of the previous year, and this effective tax rate does not differ significantly from the Company's statutory rate. FUTURE OPERATING RESULTS Subsequent to the end of the third quarter, the Company announced that its Polo/Ralph Lauren for Boys licenses which expire May 31, 1999 will not be renewed due to Polo/Ralph Lauren, L.P.'s strategic consolidation of all children's apparel licenses. The Company will continue shipments through the Summer 1999 season. S. Schwab & Company("Schwab"), the consolidating licensee, will market and ship the Fall 1999 season. A seamless transition of the business is anticipated. Some assets of the business will be sold by the Company to Schwab. The transition coincides with the beginning of the Company's fiscal year 2000. No impact on sales or earnings is expected in the Company's fiscal years 1998 or 1999. The Polo/Ralph Lauren business accounts for approximately 10% of the Company's sales and 10% of operating profits. In regards to the remainder of the current fiscal year, the Company expects to surpass last year's fourth quarter in sales and earnings. YEAR 2000 The Company uses software and related information technologies throughout its business. The Company has completed its review of these internal technologies. The Company anticipates that all internal systems will be 100% compliant prior to the year 2000. The Company is in the process of mailing a Year 2000 compliance survey to each of its major suppliers and service providers, to ensure the Company's supplier base will be able to function in the year 2000 and beyond. The Company's cost in resolving the year 2000 issue are not expected to materially impact the Company's financial condition or results of operations. LIQUIDITY AND CAPITAL RESOURCES OPERATING ACTIVITIES Operating activities used $2,474,000 during the first nine months of the current year and generated $12,270,000 in the first nine months of the prior year. The primary factors contributing to this increased use of funds was a larger increase in receivables combined with a larger decrease in trade payables than in the prior year offset by increased net earnings in the current year. INVESTING ACTIVITIES Investing activities used $3,559,000 in the current period and $3,277,000 in the comparable period of the prior year. The change was the result of decreased proceeds from the sale of property, plant and equipment in the current year offset by slightly decreased capital expenditures in the current year. FINANCING ACTIVITIES Financing activities generated $5,533,000 in the current period and used $6,950,000 in the comparable period of the prior year. The primary factor contributing to this change was a larger increase in short-term borrowings than in the prior year. On October 6, 1997 the resolution to adopt the 1997 Stock Option Plan and the reservation of 500,000 shares was approved by shareholders with a vote of 6,698,645 for the resolution, 149,939 against, 22,676 abstaining and 649,781 broker non vote. On October 6, 1997 the resolution to adopt the 1997 Restricted Stock Plan and the reservation of 100,000 shares was approved by the shareholders with a vote of 7,494,675 for the resolution, 1,945 against and 24,421 abstaining. On April 6, 1998 the Company's Board of Directors declared a cash dividend of $.20 per share payable on May 30, 1998 to shareholders of record on May 15, 1998. WORKING CAPITAL Working capital increased from $147,476,000 at the end of the third quarter of the prior year to $150,640,000 at the end of the 1997 fiscal year and increased to $166,355,000 at the end of the third quarter of the current year. The ratio of current assets to current liabilities was 2.5 at the end of the third quarter of the prior year, 2.6 at the end of the prior fiscal year, and 2.7 at the end of the third quarter of the current year. FUTURE LIQUIDITY AND CAPITAL RESOURCES The Company believes it has the ability to generate cash and/or has available borrowing capacity to meet its foreseeable needs. The sources of funds primarily include funds provided by operations and both short-term and long-term borrowings. The uses of funds primarily include working capital requirements, capital expenditures, acquisitions, dividends and repayment of short-term and long-term debt. The Company regularly utilizes committed bank lines of credit and other uncommitted bank resources to meet working capital requirements. On February 27, 1998, the Company had available for its use lines of credit with several lenders aggregating $52,000,000. The Company has agreed to pay commitment fees for these available lines of credit. On February 27, 1998, $45,000,000 was in use under these, lines of which $40,000,000 is long-term. In addition, the Company has $267,500,000 in uncommitted lines of credit, of which $127,500,000 is reserved exclusively for letters of credit. The Company pays no commitment fees for these available lines of credit. At February 27, 1998, $12,000,000 was in use under these lines of credit. Maximum borrowings from all these sources during the first nine months of the current year were $84,500,000 of which $44,500,000 was short-term. The Company anticipates continued use and availability of both committed and uncommitted resources as working capital needs may require. The Company considers possible acquisitions of apparel-related businesses that are compatible with its long-term strategies. The Company's Board of Directors has authorized the Company to purchase shares of the Company's common stock on the open market and in negotiated trades as conditions and opportunities warrant. There are no present plans to sell securities (other than through employee stock option plans and other employee benefits)or enter into off- balance sheet financing arrangements. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements included herein are "forward-looking statements" within the meaning of the federal securities laws. This includes any statements concerning plans and objectives of management relating to the Company's operations or economic performance, and assumptions related thereto. In addition, the Company and its representatives may from time to time make other oral or written statements that are also forward-looking statements. These forward-looking statements are made based on management's expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those express or implied in the forward-looking statements. Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily limited to, general economic and apparel business conditions, continued retailer and consumer acceptance of company products, and global manufacturing costs. ADDITIONAL INFORMATION For additional information concerning the Company's operations, cash flows, liquidity and capital resources, this analysis should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements contained in the Company's Annual Report for fiscal 1997. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------ (a) Exhibits. --------- 10(i) Note Agreement between the Company and Sun Trust of Georgia Dated February 25, 1998 covering the Company's long term note due August 23, 1999. 27 Financial Data Schedule for the Nine Months Ended February 27, 1998. 27 Restated Financial Data Schedule for the Nine Months Ended February 28, 1997. (b) Reports on Form 8-K. -------------------- On March 16, 1998, The Registrant filed a report on Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OXFORD INDUSTRIES, INC. ----------------------- (Registrant) /s/Ben B. Blount, Jr. -------------------------- Date: April 10, 1997 Ben B. Blount, Jr. --------------- Chief Financial Officer EX-10 2 EXHIBIT 10(i) SunTrust Single Payment Note (Nondisclosure) Single Disbursement Note Multiple Disbursement Master Note X Multiple Disbursement Revolving Note (For Explanation See Reverse Side) Date February 25, 1998 The "Bank' referred to in this Note is SunTrust Bank, Atlanta, Center Code 126 One Park Place, N.E., Atlanta, Georgia 30303. 546 days after date, the obligor promises to pay to the order of Bank the principal sum of $ 40,000,000.00. The obligor will also pay interest upon the unpaid principal balance from date until maturity at the Note Rate specified below. Interest payments will be due on August 23, 1999 and upon maturity. Should the obligor fail for any reason to pay this note in full on the maturity date or on the date of acceleration of payment, the obligor further promises to pay (a) interest on the unpaid amount from such date until the date of final payment at a Default Rate equal to the Note Rate plus 4%, and (b) a late fee equal to five percent (5%) of any amount that remains wholly or partially unpaid for more than fifteen (15) days after such amount was due and payable, not to exceed the sum of fifty dollars ($50.00). Should legal action or an attorney at law be utilized to collect any amount due hereunder, the obligor further promises to pay all costs of collection, including 15% of such unpaid amount as attorneys' fees. All amounts due hereunder may be paid at any office of Bank. The Note Rate hereon shall be TO BE DETERMINED ---------------- If not stated above, the Note Rate in effect on the date this note is executed is _______% The amount of interest accruing and payable hereunder shall be calculated by multiplying the principal balance outstanding each day by 1/360th of the Note Rate on such day and adding together the daily interest amounts. The principal balance of this note shall conclusively be deemed to be the unpaid principal balance appearing on the Bank's records unless such records are manifestly in error. As security for the payment of this and any other liability of any obligor to the holder, direct or contingent, irrespective of the nature of such liability or the time it arises, each obligor hereby grants a security interest to the holder in all property of such obligor in or coming into the possession, control or custody of the holder, or in which the holder has or hereafter acquires a lien, security interest, or other right. Upon default, holder may, without notice, immediately take possession of and then sell or otherwise dispose of the collateral, signing any necessary documents as obligor's attorney in fact, and apply the proceeds against any liability of obligor to holder. Upon demand, each obligor will furnish such additional collateral, and execute any appropriate documents related thereto, deemed necessary by the holder for its security. Each obligor further authorizes the holder, without notice, to set-off any deposit or account and apply any indebtedness due or to become due from the holder to the obligor in satisfaction of any liability described in this paragraph, whether or not matured. The holder may, without notice, transfer or register any property constituting security for this note into its or its nominee name with or without any indication of its security interest therein. This note shall immediately mature and become due and payable, without notice or demand, upon the filing of any petition or the commencement of any proceeding by any Debtor for relief under bankruptcy or insolvency laws, or any law relating to the relief of debtors, readjustment of indebtedness, debtor reorganization, or composition or extension of debt. Furthermore, this note shall, at the option of the holder, immediately mature and become due and payable, without notice or demand, upon the happening of any one or more of the following events: (1) nonpayment on the due date of any amount due hereunder; (2) failure of any Debtor to perform any other obligation to the holder; (3) failure of any Debtor to pay when due any amount owed another creditor under a written agreement calling for the payment of money; (4) the death or declaration of incompetence of any Debtor; (5) a reasonable belief on the part of the holder that any Debtor is unable to pay his obligations when due or is otherwise insolvent; (6) the filing of any petition or the commencement of any proceeding against any Debtor for relief under bankruptcy or insolvency laws, or any law relating to the relief of debtors, readjustment of indebtedness, debtor reorganization, or composition or extension of debt, which petition or proceeding is not dismissed within 60 days of the date of filing thereof; (7) the suspension of the transaction of the usual business of any Debtor, or the dissolution, liquidation or transfer to another party of a significant portion of the assets of' any Debtor; (8) a reasonable belief on the part of the holder that any Debtor has made a false representation or warranty in connection with any loan by or other transaction with any lender, lessor or other creditor; (9) the issuance or filing of any levy, attachment, garnishment, or lien against the property of any Debtor which is not discharged within 15 days; (10) the failure of any Debtor to satisfy immediately any final judgment, penalty or fine imposed by a court or administrative agency of any government; (11 ) failure of any Debtor, after demand, to furnish financial information or to permit inspection of any books or records; (12) any other act or circumstance leading the holder to deem itself insecure. The failure or forbearance of the holder to exercise any right hereunder, or otherwise granted by law or another agreement, shall not affect or release the liability of any obligor, and shall not constitute a waiver of such right unless so stated by the holder in writing. The holder may enforce its rights against any Debtor or any property securing this note without enforcing its rights against any other Debtor, property, or indebtedness due or to become due to any Debtor. Each obligor agrees that the holder shall have no responsibility for the collection or protection of any property securing this note, and expressly consents that the holder may from time to time, without notice, extend the time for payment of this note, or any part thereof, waive its rights with respect to any property or indebtedness, and release any other Debtor from liability, without releasing such obligor from any liability to the holder. This note is governed By Georgia law. The term "obligor" means any party or other person signing this note, whether as maker, endorser or otherwise. The term "Prime Rate", if used herein, shall mean that rate of interest designated by Bank from time to time as its "Prime Rate" which rate is not necessarily the Bank's best rate. Each obligor agrees to be both jointly and severally liable hereon. The term "holder" means Bank and any subsequent transferee or endorsee hereof. The term "Debtor" means any obligor or any guarantor of this note. The principal of this note will be disbursed in accordance with the disbursement provision identified above and further described in the additional provisions set forth on the reverse side hereof which are incorporated herein by this reference. PRESENTMENT AND NOTICE OF DISHONOR ARE HEREBY WAIVED BY EACH OBLIGOR ADDRESS 222 PIEDMONT AVENUE, N.E. ATLANTA, GEORGIA 30308 NAME:/S/ JIM WOLD OXFORD INDUSTRIES, INC. NAME: Credit To February 11, 1997 126 Maturity Date Treasurer Check Number Center Code Account Number Renewal Increase Reduction /S/Jeff Drucker 145 Officer Name Officer Number WHITE: Bank Copy YELLOW: Customer Copy PINK: File Copy 1984, 1987, SunTrust Banks of Georgia, Inc. 900362 (9/95) EX-27 3
5 This schedule contains summary financial information extracted from SEC Form10-Q and is qualified in its entirety bu reference to such financial statements. 1,000 9-MOS MAY-29-1998 FEB-27-1998 2,813 0 113,402 3,254 138,115 264,692 108,009 74,655 302,917 98,337 0 0 0 8,815 146,441 302,917 579,981 579,981 466,137 466,137 80,719 0 2,663 30,462 11,880 18,582 0 0 0 18,582 2.10 2.07
EX-27 4
5 This schedule contains summary financial information extracted from SEC Form 10-Q for the Nine Months Ended February 28, 1997 and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS MAY-30-1997 FEB-28-1997 3,058 0 108,849 3,288 123,171 246,096 106,426 72,478 286,207 98,620 0 0 0 8,745 128,700 286,207 543,221 543,221 441,091 441,091 74,700 0 3,309 24,121 9,648 14,473 0 0 0 14,473 1.66 1.65
EX-99 5 17 EXHIBIT 99 INDEX OF EXHIBITS INCLUDED HERIN, FORM 10-Q FEBRUARY 27, 1998 SEQUENTIAL EXHIBIT PAGE NUMBER DESCRIPTION NUMBER - ----------------------------------------------------------------- - -- 10(i) Note Agreement betweek the Company and Sun Trust of Georgia dated Februaty 25, 1998 covering the Company's long term note due August 23, 1999 12-14 27 Financial Data Schedule for the Nine Months Ended February 27, 1998 15 28 Restated Financial Data Schedule for the Nine Months Ended February 28, 1997 16 -----END PRIVACY-ENHANCED MESSAGE-----