OXFORD INDUSTRIES, INC.
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 8, 2008 (January 8, 2008)
OXFORD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
         
Georgia
(State or other jurisdiction
of incorporation)
  001-04365
(Commission
File Number)
  58-0831862
(IRS Employer
Identification No.)
 
222 Piedmont Avenue, NE, Atlanta, GA 30308
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (404) 659-2424
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 8, 2008, Oxford Industries, Inc. (the “Company”) issued a press release announcing, among other things, its financial results for the quarter ended November 30, 2007. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
     
EXHIBIT    
NUMBER    
99.1
  Press Release of Oxford Industries, Inc., dated January 8, 2008.
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 hereunto duly authorized.
         
  OXFORD INDUSTRIES, INC.
 
 
January 8, 2008  By:   /s/ Thomas Caldecot Chubb III    
  Thomas Caldecot Chubb III   
  Executive Vice President   
 

 

EX-99.1 PRESS RELEASE DATED JANUARY 8, 2008
 

Exhibit 99.1
Oxford Industries, Inc. Press Release
222 Piedmont Avenue, N.E. • Atlanta, Georgia 30308
     
Contact:
  Anne M. Shoemaker
Telephone:
  (404) 653-1455
Fax:
  (404) 653-1545
E-Mail:
  ashoemaker@oxfordinc.com
FOR IMMEDIATE RELEASE
January 8, 2008          
Oxford Industries Reports Second Quarter Results
— Earnings per Share of $0.71 Versus $0.68 in Year-ago Period —
— Revises Guidance for Year-End Stub Period—
—Board of Directors Approves Quarterly Cash Dividend—
ATLANTA, GA. — Oxford Industries, Inc. (NYSE:OXM) announced today financial results for its fiscal quarter ended November 30, 2007, the second quarter of its eight month transition period ending February 2, 2008. Consolidated net sales for the fiscal quarter increased to $294.5 million from $291.0 million in the second quarter of fiscal 2007, which ended December 1, 2006. Diluted earnings from continuing operations per common share for the quarter ended November 30, 2007 were $0.71 compared to $0.68 in the second quarter of fiscal 2007.
For the first six months of the eight month transition period ending February 2, 2008, consolidated net sales decreased to $532.4 million from $575.1 million in the same six month period last year. Diluted earnings from continuing operations per common share in the first six months decreased to $0.98 from $1.31 in the same period last year.
“We are pleased to deliver results from operations that exceeded last year’s second quarter and were in line with our expectations,” commented J. Hicks Lanier, Chairman and CEO of Oxford Industries, Inc. “However, the holiday season has been challenging for our industry and in our retail stores. At present, we expect these conditions to persist and, as a result, we are planning conservatively and managing inventory risk prudently.”
Mr. Lanier added, “Our long-term strategy remains unchanged. We will continue to invest in the Tommy Bahama and Ben Sherman brands with additional retail stores, direct to consumer expansion, and enhancements to our infrastructure to support long-term growth in our international business. We remain focused on refining our operations and reducing our exposure to low-margined businesses, and remain committed to developing our portfolio of branded businesses. We are committed to providing value to

 


 

shareholders and, among our other efforts, are pleased to have had the opportunity during the second quarter to enter into a $60 million accelerated share repurchase program.”
Tommy Bahama reported a net sales increase of 2.3% to $110.3 million for the second quarter of transition period 2008 from $107.8 million in the second quarter of fiscal 2007. The sales increase was driven by additional retail stores and the launch of the e-commerce site. Tommy Bahama’s operating income for the second quarter of transition period 2008 increased to $14.3 million from $13.9 million in the second quarter of fiscal 2007. The increase in operating income was due to increased sales and an increase in royalty income, partially offset by higher selling, general and administrative expenses associated with operating additional retail stores.
Ben Sherman reported a net sales increase of 4.0% to $45.6 million for the second quarter of transition period 2008 compared to $43.8 million in the second quarter of fiscal 2007 due primarily to favorable foreign currency exchange translation rates. Operating income for Ben Sherman increased to $5.8 million in the second quarter of transition period 2008 from $4.7 million in the second quarter of fiscal 2007. The improvement in operating income was primarily due to increased royalty income for the brand.
Net sales for Lanier Clothes were $51.2 million in the second quarter of transition period 2008, flat as compared to the $51.1 million reported in the second quarter of fiscal 2007. Operating income for Lanier Clothes declined to $2.0 million in the second quarter of transition period 2008 from $3.7 million in the second quarter of fiscal 2007. This decline in operating income was due to lower gross margins caused by weak demand in the moderate tailored clothing market, particularly in the chain and department store channels of distribution.
Oxford Apparel reported net sales of $87.1 million for the second quarter of transition period 2008, down 1.2% from $88.1 million in the second quarter of fiscal 2007. Operating income for Oxford Apparel was $7.3 million for the second quarter of transition period 2008, an increase of 39.4% from $5.2 million in the second quarter of fiscal 2007. Efforts by Oxford Apparel to focus on key product categories, exit certain underperforming lines of business and make improvements to the cost structure generated a significant improvement in operating margin.
The Corporate and Other expenses increased to $4.9 million for the second quarter of transition period 2008 from $2.6 million in the second quarter of fiscal 2007. The increase was due to the impact of LIFO accounting adjustments, the discontinuation of transition services fees related to the disposition of the Company’s Womenswear business, and the closure of the Company’s internal trucking operation.
Consolidated gross margins for the second quarter of transition period 2008 increased to 39.0% from 38.4% in the second quarter of 2007. The improvement in gross margin was driven primarily by a higher proportion of branded and retail sales, which generally have higher margins than wholesale sales.

 


 

Selling, general and administrative expenses, or SG&A, for the second quarter of transition period 2008 increased to $94.7 million, or 32.2% of net sales, from $89.1 million, or 30.6% of net sales, in the second quarter of fiscal 2007. The increase in SG&A was due primarily to the operation of additional retail stores.
Royalty and other operating income for the second quarter of transition period 2008 grew 40.6% to $5.5 million from $3.9 million in the second quarter of fiscal 2007 primarily due to increases in both Tommy Bahama and Ben Sherman royalty income.
As previously announced, the Company entered into a $60 million accelerated share repurchase agreement on November 8, 2007 to purchase shares of its common stock. The share repurchase was funded through borrowings under the Company’s revolving credit facility. As of the end of the second quarter of transition period 2008, approximately 1.9 million shares had been delivered to the Company. The Company may receive additional shares upon completion of the term of the agreement. Due to the timing of receipt of shares and the interest expense incurred by the Company, the share repurchase did not have a material impact on the Company’s diluted earnings per common share for the second quarter of transition period 2008.
The Company moderated its expectations for the two month period commencing December 1, 2007 and ending February 2, 2008. Mr. Lanier commented, “December and January are typically not heavy shipping months in our wholesale businesses. That, coupled with a weak holiday performance by most of our wholesale customers, has dampened our expectations for this period. Our own retail performance did not meet expectations in December and we do not expect a significant improvement in January.” As a result, the Company now expects net sales for the two month period to be slightly below the comparable period last year and net earnings for the two month period to be in the range of breakeven to a modest profit. For the two months ended February 2, 2007, net sales were $164.4 million and diluted earnings from continuing operations per common share were $0.16. The Company expects to provide guidance for its fiscal year ending January 31, 2009 in the first week of February, 2008.
The Company also announced that its Board of Directors has approved a cash dividend of $0.18 per common share payable on February 29, 2008 to shareholders of record as of the close of business on February 15, 2008. This will be the 191st consecutive quarterly cash dividend since the Company became publicly-owned in 1960.
The Company will hold a conference call with senior management to discuss its financial results at 4:30PM ET today. A live web cast of the conference call will be available on the Company’s website at www.oxfordinc.com. Please visit the website at least 15 minutes before the call to register for the teleconference web cast and download any necessary software. A replay of the call will be available through January 22, 2008. To access the telephone replay, participants should dial (719) 457-0820. The access code for the replay is 9227984. A replay of the web cast will also be available following the teleconference on the Company’s website at www.oxfordinc.com.

 


 

Oxford Industries, Inc. is a producer and marketer of branded and private label apparel for men, women and children. Oxford provides retailers and consumers with a wide variety of apparel products and services to suit their individual needs. Oxford’s brands include Tommy Bahama®, Indigo Palms®, Island Soft®, Ben Sherman®, Arnold Brant®, Ely & Walker® and Oxford Golf®. The Company also holds exclusive licenses to produce and sell certain product categories under the Tommy Hilfiger®, Kenneth Cole®, Nautica®, Geoffrey Beene®, Dockers®, Oscar de la Renta® and O Oscar™ labels. Oxford’s wholesale customers are found in every major channel of distribution, including national chains, specialty catalogs, mass merchants, department stores, specialty stores and Internet retailers. The Company also operates retail stores, restaurants and Internet websites for some of its brands.
Oxford’s stock has traded on the NYSE since 1964 under the symbol OXM. For more information, please visit our website at www.oxfordinc.com.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Various statements in this press release, in future filings by us with the Securities and Exchange Commission and in oral statements made by or with the approval of our management include forward-looking statements about future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all such forward-looking statements contained herein, the entire contents of our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Important assumptions relating to these forward-looking statements include, among others, assumptions regarding general and regional economic conditions, including those that affect consumer demand and spending, demand for our products, timing of shipment to our wholesale customers, expected pricing levels, raw material costs, the timing and cost of planned capital expenditures, expected outcomes of pending litigation and regulatory actions, competitive conditions and general economic conditions. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. You are encouraged to review the information in our Form 10-K for the fiscal year ended June 1, 2007 under the heading “Risk Factors” (and those described from time to time in our future reports filed with the Securities and Exchange Commission), which contains additional important factors that may cause our actual results to differ materially from those projected in any forward-looking statements. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 


 

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(in thousands, except per share amounts)
                                 
    Second Quarter   First Six Months
    Transition   Fiscal   Transition   Fiscal
    Period 2008   2007   Period 2008   2007
     
Net sales
  $ 294,486     $ 290,987     $ 532,433     $ 575,065  
Cost of goods sold
    179,566       179,187       320,062       355,154  
     
Gross profit
    114,920       111,800       212,371       219,911  
 
                               
Selling, general and administrative expenses
    94,706       89,124       183,567       175,570  
Amortization of intangible assets
    1,202       1,550       2,392       3,097  
     
 
    95,908       90,674       185,959       178,667  
Royalties and other operating income
    5,475       3,894       9,259       6,786  
     
Operating income
    24,487       25,020       35,671       48,030  
Interest expense, net
    5,930       5,951       10,926       11,443  
     
Earnings before income taxes
    18,557       19,069       24,745       36,587  
Income taxes
    5,954       6,924       7,366       13,287  
     
Net earnings from continuing operations
    12,603       12,145       17,379       23,300  
Earnings (loss) from discontinued operations, net of taxes
          8             (197 )
     
Net earnings
  $ 12,603       12,153     $ 17,379       23,103  
     
 
                               
Net earnings from continuing operations per common share:
                               
Basic
  $ 0.72     $ 0.69     $ 0.98     $ 1.32  
Diluted
  $ 0.71     $ 0.68     $ 0.98     $ 1.31  
 
                               
Earnings (loss) from discontinued operations per common share:
                               
Basic
  $ 0.00     $ 0.00     $ 0.00     $ (0.01 )
Diluted
  $ 0.00     $ 0.00     $ 0.00     $ (0.01 )
 
                               
Net earnings per common share:
                               
Basic
  $ 0.72     $ 0.69     $ 0.98     $ 1.31  
Diluted
  $ 0.71     $ 0.68     $ 0.98     $ 1.30  
 
                               
Weighted average common shares outstanding:
                               
Basic
    17,553       17,654       17,667       17,624  
Dilutive impact of options and restricted shares
    104       209       146       204  
     
Diluted
    17,657       17,863       17,813       17,828  
     
 
                               
Dividends per common share
  $ 0.18     $ 0.15     $ 0.36     $ 0.30  

 


 

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par amounts)
                 
    November 30, 2007     December 1, 2006  
       
Assets
Current Assets:
               
Cash and cash equivalents
  $ 21,489     $ 8,794  
Receivables, net
    164,589       166,680  
Inventories
    140,900       138,990  
Prepaid expenses
    20,724       19,618  
       
Total current assets
    347,702       334,082  
Property, plant and equipment, net
    92,357       81,021  
Goodwill, net
    224,778       202,054  
Intangible assets, net
    236,050       236,261  
Other non-current assets, net
    32,186       29,990  
       
Total Assets
  $ 933,073     $ 883,408  
       
Liabilities and Shareholders’ Equity
Current Liabilities:
               
Trade accounts payable and other accrued expenses
  $ 96,532     $ 98,538  
Accrued compensation
    19,605       19,788  
Income taxes payable
    5,310       1,200  
Short-term debt and current maturities of long-term debt
    32,914       90  
Current liabilities related to discontinued operations
          5,452  
       
Total current liabilities
    154,361       125,068  
Long-term debt, less current maturities
    244,384       217,005  
Other non-current liabilities
    52,061       35,082  
Non-current deferred income taxes
    71,172       81,075  
Commitments and contingencies
               
Shareholders’ Equity:
               
Preferred stock, $1.00 par value; 30,000 authorized and none issued and outstanding at November 30, 2007 and December 1, 2006
           
Common stock, $1.00 par value; 60,000 authorized and 16,040 issued and outstanding at November 30, 2007 and 17,775 issued and outstanding at December 1, 2006
    16,040       17,775  
Additional paid-in capital
    85,028       78,625  
Retained earnings
    294,323       318,749  
Accumulated other comprehensive income
    15,704       10,029  
       
Total shareholders’ equity
    411,095       425,178  
       
Total Liabilities and Shareholders’ Equity
  $ 933,073     $ 883,408  
       

 


 

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
                 
    First Six Months  
    Transition Period     Fiscal  
    2008     2007  
       
Cash Flows From Operating Activities:
               
Net earnings from continuing operations
  $ 17,379     $ 23,300  
Adjustments to reconcile net earnings from continuing operations to net cash provided by (used in) operating activities:
               
Depreciation
    8,544       7,642  
Amortization of intangible assets
    2,392       3,097  
Amortization of deferred financing costs and bond discount
    1,254       1,232  
Stock compensation expense
    1,166       1,702  
Loss on the sale of property, plant and equipment and impairment loss
    722       476  
Equity loss (income) from unconsolidated entities
    (950 )     (604 )
Deferred income taxes
    (2,094 )     785  
Changes in working capital:
               
Receivables
    (22,947 )     (21,273 )
Inventories
    (2,941 )     (14,676 )
Prepaid expenses
    (1,896 )     (170 )
Current liabilities
    2,668       (16,371 )
Other non-current assets
    (1,739 )     (905 )
Other non-current liabilities
    5,020       5,067  
       
Net cash provided by (used in) operating activities
    6,578       (10,698 )
Cash Flows From Investing Activities:
               
Acquisitions, net of cash acquired
    (21,562 )     (12,111 )
Investment in unconsolidated entities
    (324 )     (9,090 )
Purchases of property, plant and equipment
    (16,410 )     (15,268 )
Proceeds from sale of property, plant and equipment
    2,349       32  
       
Net cash provided by (used in) investing activities
    (35,947 )     (36,437 )
Cash Flows From Financing Activities:
               
Repayment of financing arrangements
    (63,526 )     (123,676 )
Proceeds from financing arrangements
    141,019       140,526  
Repurchase of common stock
    (60,000 )      
Proceeds from issuance of common stock including tax benefits
    2,385       2,240  
Dividends on common stock
    (6,453 )     (7,970 )
       
Net cash provided by (used in) financing activities
    13,425       11,120  
Cash Flows From Discontinued Operations:
               
Net operating cash flows provided by discontinued operations
          33,746  
       
Net cash provided by (used in) discontinued operations
          33,746  
       
Net change in cash and cash equivalents
    (15,944 )     (2,269 )
Effect of foreign currency translation on cash and cash equivalents
    551       584  
Cash and cash equivalents at the beginning of period
    36,882       10,479  
       
Cash and cash equivalents at the end of period
  $ 21,489     $ 8,794  
       

 


 

OXFORD INDUSTRIES, INC.
OPERATING GROUP INFORMATION
(UNAUDITED)
(in thousands)
                                 
    Second Quarter     First Six Months  
    Transition     Fiscal     Transition     Fiscal  
    Period 2008     2007     Period 2008     2007  
           
Net Sales
                               
Tommy Bahama
  $ 110,297     $ 107,807     $ 209,495     $ 211,955  
Ben Sherman
    45,576       43,825       83,133       82,917  
Lanier Clothes
    51,189       51,121       86,770       91,803  
Oxford Apparel
    87,091       88,121       152,426       187,158  
Corporate and Other
    333       113       609       1,232  
           
Total Net Sales
  $ 294,486     $ 290,987     $ 532,433     $ 575,065  
           
 
Operating Income
                               
Tommy Bahama
  $ 14,347     $ 13,927     $ 27,371     $ 30,762  
Ben Sherman
    5,801       4,741       6,543       6,661  
Lanier Clothes
    1,955       3,721       2,262       6,217  
Oxford Apparel
    7,288       5,228       10,889       11,423  
Corporate and Other
    (4,904 )     (2,597 )     (11,394 )     (7,033 )
           
Total Operating Income
    24,487       25,020       35,671       48,030  
Interest expense, net
    5,930       5,951       10,926       11,443  
           
Earnings before income taxes
  $ 18,557     $ 19,069     $ 24,745     $ 36,587