FORM 8-K
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): March 5, 2009 (March 5, 2009)
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)
Registrants 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 March 5, 2009, Oxford Industries, Inc. issued a press release reporting preliminary results for
its 2008 fiscal fourth quarter and fiscal year, which ended January 31, 2009, and other items. 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 March 5, 2009. |
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.
|
|
March 5, 2009 |
By: |
/s/ Thomas E. Campbell
|
|
|
|
Thomas E. Campbell |
|
|
|
Senior Vice President-Law,
General Counsel and Secretary |
|
EX-99.1
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 |
|
|
|
|
March 5, 2009 |
Oxford Industries Reports Preliminary Fourth Quarter Results and Other Items
Expects Modest Fourth Quarter Operating Profit, Exclusive of Unusual Items
Expects Non-Cash Impairment Charges of $275 million to $325 million
Reports $113 million of Availability under U.S. Revolving Credit Agreement
Repurchases $33.2 million of Senior Notes
ATLANTA, GA Oxford Industries, Inc. (NYSE:OXM) today announced that, after the market close
on March 30, 2009, it plans to report results for its fiscal fourth quarter and year ended January
31, 2009. Excluding unusual items, the Company expects to post a modest profit during the fourth
quarter on sales of approximately $200 million, consistent with its December 9, 2008 guidance.
Due to the continued deterioration in the general economic environment, the decline in the
Companys market capitalization and other factors, the Company anticipates that its required
impairment evaluation under GAAP will result in a significant impairment of goodwill and other
intangible assets. While the Company has not yet completed this evaluation, it currently estimates
a non-cash impairment charge to fourth quarter earnings before income taxes of $275 million to $325
million associated with the write-down of these assets. The non-cash impairment of goodwill and
other intangible assets is expected to have no impact on the Companys operations, liquidity or
compliance with the financial covenants under its debt agreements. At fiscal year end, the
Companys availability under its revolving credit facility was approximately $113 million.
In addition, as a result of decreased inventory levels during the year, the Company anticipates a
LIFO gain of approximately $6 million before taxes.
The Company also announced that over the course of the fiscal fourth quarter it paid $25.0 million
to repurchase a face-value of $33.2 million of its 8.875% senior notes. The Company funded the
repurchase with borrowings under its U.S. revolving credit facility.
The repurchase of senior notes is expected, after associated fees and expenses, to create a pre-tax
gain in the quarter of approximately $7.8 million and, at the rate currently applicable under the
credit agreement, to save the Company in excess of $2.2 million of annual interest expense.
J. Hicks Lanier, Chairman and Chief Executive Officer, commented, We are fortunate to have the
financial resources and flexibility to take advantage of this repurchase opportunity and improve
our capital structure. We continue to be guided by sound operating principles that will protect
the integrity of our brands. Throughout the year, our focus on controlling and reducing expenses
and tightly managing working capital contributed to excellent free cash flow and liquidity.
About Oxford:
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. Oxfords brands include Tommy Bahama®, Ben
Sherman®, Arnold Brant®, Ely & Walker® and Oxford Golf®. The Company also holds exclusive licenses
to produce and sell certain product categories under the Kenneth Cole®, Geoffrey Beene® and
Dockers® labels. Oxfords 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 operates retail stores, restaurants and Internet websites for
some of its brands. The Company also has license arrangements with select third parties to produce
and sell certain product categories under its Tommy Bahama and/or Ben Sherman brands.
Oxfords stock has traded on the NYSE since 1964 under the symbol OXM. For more information, please
visit Oxfords 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 forward-looking
statements contained herein or on 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
shipments requested by our wholesale customers, expected pricing levels, competitive conditions,
the timing and cost of planned capital expenditures, expected synergies in connection with
acquisitions and joint ventures, costs of products and raw materials we purchase, expected outcomes
of pending or potential litigation and regulatory actions, and disciplined execution by key
management. 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-KT for the eight month transition period ended
February 2, 2008 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.