Related Party Transactions

12 Months Ended

Feb. 01, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

SunTrust

SunTrust Banks, Inc. and its subsidiaries ("SunTrust") is one of our principal shareholders, with the ability to direct the voting of approximately 5% of our outstanding common stock at December 31, 2013. SunTrust has advised us that it is holding these shares of our common stock in various fiduciary and agency capacities. Mr. E. Jenner Wood, III, one of our directors, is Chairman, President and CEO of SunTrust Bank, Atlanta/Georgia Division and Corporate Executive Vice President of SunTrust Banks, Inc.

We maintain a syndicated credit facility under which SunTrust serves as agent and lender and a SunTrust affiliate acted as lead arranger and bookrunner in connection with our Fiscal 2012 and Fiscal 2013 refinancings of our credit facility. The services provided and fees paid to SunTrust in connection with such services for each period are set forth below (in thousands):

Service	Fiscal 2013		Fiscal 2012		Fiscal 2011
Interest and agent fees for our credit facility	$	696	$	569	$	234
Cash management services	$	92	$	106	$	151
Lead arranger, bookrunner and upfront fees	$	254	$	616	$	—
Other	$	6	$	9	$	7

Our credit facilities were entered into in the ordinary course of business. Our aggregate payments to SunTrust and its subsidiaries for these services did not exceed 1% of our gross revenues during the periods presented or 1% of SunTrust's gross revenues during its fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011.

In addition, Mr. J. Hicks Lanier, our Chairman and retired Chief Executive Officer, served on the board of directors of SunTrust from 2003 until his retirement from that position in April 2012.

Contingent Consideration Agreement

In connection with our acquisition of the Lilly Pulitzer brand and operations during Fiscal 2010, we entered into a contingent consideration agreement pursuant to which the beneficial owners of the Lilly Pulitzer brand and operations prior to the acquisition are entitled to earn up to an additional $20 million in cash, in the aggregate, over the four years following the closing of the acquisition based on Lilly Pulitzer's achievement of certain earnings targets. The potential contingent consideration is comprised of: (1) four individual performance periods, consisting of the period from the date of our acquisition through the end of Fiscal 2011, Fiscal 2012, Fiscal 2013 and Fiscal 2014, in respect of which the prior owners of the Lilly Pulitzer brand and operations may be entitled to receive up to $2.5 million for each performance period; and (2) a cumulative performance period consisting of the period from the date of our acquisition through the end of Fiscal 2014, in respect of which the prior owners of the Lilly Pulitzer brand and operations may be entitled to receive up to $10 million.

Mr. Scott A. Beaumont, one of our executive officers who was appointed CEO, Lilly Pulitzer Group, in connection with our acquisition of the Lilly Pulitzer brand and operations, together with various trusts for the benefit of certain family members, held a 50% ownership interest in the Lilly Pulitzer brand and operations prior to the acquisition. The principals who owned the Lilly Pulitzer brand and operations prior to the acquisition continue to manage the Lilly Pulitzer operations.

During Fiscal 2012, we paid the maximum $2.5 million in contingent consideration in respect of Lilly Pulitzer's earnings from the date of our acquisition through the end of Fiscal 2011. During Fiscal 2012, we entered into an amendment to the contingent consideration agreement. Under this amendment, after consideration of Lilly Pulitzer's earnings through the date of the amendment and the substantial likelihood that the $2.5 million in contingent consideration in respect of Lilly Pulitzer's operating results for Fiscal 2012 would become payable, we paid the $2.5 million Fiscal 2012 contingent consideration amount, less a discount, during Fiscal 2012. No changes to earnings targets or other terms of the agreement resulted from this amendment.

Based on the Fiscal 2013 Lilly Pulitzer earnings, the maximum $2.5 million contingent consideration amount has been earned and is classified in current liabilities in our consolidated balance sheet as of February 1, 2014. We anticipate payment of this amount in the first quarter of Fiscal 2014. Further, based on the Lilly Pulitzer earnings through Fiscal 2013 and the required earnings in Fiscal 2014, we anticipate that the remaining $12.5 million of the contingent consideration will be earned and paid.