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 29, 2010 (March 29, 2010)

 

Oxford Industries, Inc.

(Exact name of registrant as specified in its charter)

 

Georgia

 

001-04365

 

58-0831862

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

222 Piedmont Avenue, N.E., 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 March 29, 2010, Oxford Industries, Inc. issued a press release announcing, among other things, its financial results for the fourth quarter and fiscal year ended January 30, 2010. 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 29, 2010

 

2



 

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 29, 2010

/s/ Thomas C. Chubb III

 

Name:

Thomas C. Chubb III

 

Title:

President

 

3


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 29, 2010

 

Oxford Industries Reports Fiscal 2009 Results and Issues Fiscal 2010 Guidance

- Exceeds sales and earnings guidance -

- Fourth quarter adjusted EPS of $0.21 -

- Increases quarterly dividend to $0.11 per share -

 

ATLANTA, GA — Oxford Industries, Inc. (NYSE:OXM) today announced financial results for its fourth quarter and 2009 fiscal year ended January 30, 2010.  Consolidated net sales were $190.5 million in the fourth quarter compared to $199.9 million in the fourth quarter of fiscal 2008, which ended January 31, 2009.  On an adjusted basis, earnings per diluted share were $0.21 compared to $0.06 in the same period last year. On a U.S. GAAP basis earnings were $0.24 per diluted share in the fourth quarter compared to a loss of $18.19 per diluted share in the same period of the prior year.  For reference, tables reconciling certain U.S. GAAP to adjusted measures for fiscal 2009 are included at the end of this release.

 

Amounts in this press release reflect a change in accounting principle related to inventory valuation and new accounting guidance related to the calculation of weighted average shares outstanding.  Both of these changes require retrospective restatement for all periods presented.

 

For fiscal 2009, consolidated net sales were $800.7 million compared to $947.5 million in fiscal 2008.  On an adjusted basis, earnings per diluted share were $1.29 for the 2009 fiscal year compared to $1.41 in the prior year.  On a U.S. GAAP basis, the Company reported earnings of $0.90 per diluted share in fiscal 2009 compared to a loss of $17.00 in the prior year.

 

J. Hicks Lanier, Chairman and CEO of Oxford Industries, Inc. commented, “Through focused risk management and effective operating discipline, we have weathered this turbulent year in a manner that has preserved the integrity of our brands and positioned us

 



 

well for 2010.  We went into 2009 with sales planned at a lower level, and still delivered improved gross margins, significantly reduced expenses, appropriately lower inventory levels and a respectable profit.”

 

Mr. Lanier continued.  “In 2010, our primary focus will be on organic growth in our existing lifestyle brands.  We expect to see growth in Tommy Bahama driven by improvements in both our retail and wholesale businesses and we will set the stage for future growth primarily through store openings, ongoing development of our e-commerce business and an expanded international roll-out.  We are excited by the prospect of renewed growth in Tommy Bahama and expect it to drive an increase in our consolidated operating margins.”

 

The Company noted that inventories at the end of the fiscal year were $77.0 million compared to $119.6 million at January 31, 2009.  This net reduction of 36% was planned to mitigate inventory markdown risk and promotional pressure for the Company’s operating groups. Liquidity remained strong with no borrowings and $112.7 million of availability at fiscal year end under the Company’s U.S. revolving credit facility.  Total debt at the end of fiscal 2009 was $146.4 million compared to $199.3 million at January 31, 2009.  This reduction of 27% was primarily a result of positive cash flow from operations.

 

Operating Group Results

 

Tommy Bahama reported net sales of $94.8 million for the fourth quarter of fiscal 2009 compared to $96.7 million in the same period of the prior year. The fourth quarter sales decrease was primarily due to conservative inventory purchases for Holiday 2009 by the Company’s key wholesale customers, partially offset by increased retail and e-commerce sales in Tommy Bahama. Tommy Bahama reported an operating profit for the fourth quarter of fiscal 2009 of $9.7 million, which included a $0.5 million write-off associated with a New York office lease.  This compares to an operating loss in the fourth quarter of fiscal 2008 of $211.8 million, which included a $221.6 million non-cash impairment charge related to goodwill and intangible assets, a $0.4 million non-cash fixed asset impairment charge and $0.3 million in severance charges.  On an adjusted basis, operating income for the fiscal 2009 fourth quarter was $10.3 million, compared to $10.5 million in the same period of the prior year.  At January 30, 2010, Tommy Bahama operated 84 retail locations, 12 of which also included Tommy Bahama cafes and 15 of which were outlet stores.

 

Ben Sherman reported net sales of $24.6 million for the fourth quarter of fiscal 2009 compared to $26.2 million in the same period of the prior year.  This decrease was primarily due to the Company’s exit from the kids and footwear businesses, which were subsequently licensed to firms that specialize in those product categories. The decrease was partially offset by an 8% increase in the average exchange rate of the British pound sterling versus the U.S. dollar, as well as increased retail sales. Ben Sherman reported an operating loss of $2.7 million in the fourth quarter of fiscal 2009 primarily due to the impact of lower sales and $0.7 million in charges related to its exit from the women’s

 



 

business. This compares to an operating loss in the fourth quarter of fiscal 2008 of $86.5 million, which included an $83.8 million non-cash impairment charge related to goodwill and intangible assets and $0.5 million of severance charges.  On an adjusted basis, the operating loss for the quarter was $2.0 million compared to an operating loss of $2.2 million in the same period of the prior year.

 

Net sales for Lanier Clothes were $22.3 million in the fourth quarter of fiscal 2009 compared to $24.4 million reported in the same period of the prior year, with the decline primarily resulting from exiting certain businesses partially offset by increased sales in the continuing operations. During the fourth quarter of fiscal 2009, Lanier Clothes reported operating income of $1.7 million compared to a fourth quarter operating loss in fiscal 2008 of $1.4 million, which included $0.6 million of restructuring charges.  On an adjusted basis, operating income for the fourth quarter of fiscal 2009 was $1.7 million compared to a $0.8 million operating loss in the same period of the prior year.  The impact of lower sales was more than offset by improved gross margins and reductions in operating expenses.

 

Oxford Apparel reported net sales of $48.3 million for the fourth quarter of fiscal 2009 compared to $52.3 million in the same period of the prior year, with the decline primarily resulting from exiting certain businesses partially offset by increased sales in the continuing operations.  Oxford Apparel reported operating income of $3.7 million for the fourth quarter of fiscal 2009 compared to an operating loss in the fourth quarter of fiscal 2008 of $4.8 million, which included a $6.2 million non-cash impairment charge related to goodwill and an investment in a joint venture and a $0.9 million non-cash impairment charge related to fixed assets no longer in use.  On an adjusted basis, operating income for the quarter was $3.7 million compared to operating income of $2.3 million in the same period of the prior year.

 

Corporate and Other reported an operating loss of $2.3 million for the fourth quarter of fiscal 2009 compared to an operating loss of $9.7 million in the same period of the prior year primarily due to LIFO accounting. On an adjusted basis, the operating loss increased to $4.0 million for the fourth quarter of fiscal 2009 compared to an operating loss of $3.4 million in the same period of the prior year primarily due to additional stock compensation expense.

 

Consolidated Operating Results

 

Consolidated net sales were $190.5 million in the fourth quarter of fiscal 2009 compared to $199.9 million in last year’s fourth quarter. For fiscal 2009, consolidated net sales were $800.7 million compared to $947.5 million in the prior fiscal year.  Approximately half of the sales decline for the year resulted from exiting certain businesses in Oxford Apparel, Lanier Clothes and Ben Sherman with the balance primarily due to the depressed market conditions.

 

Consolidated gross margins for the fourth quarter of fiscal 2009 were 45.2% compared to 39.4% in the same period of the prior year.   On an adjusted basis, excluding the impact

 



 

of LIFO accounting and certain restructuring charges, fourth quarter fiscal 2009 gross margins were 44.4% compared to 42.0% in the fourth quarter of fiscal 2008. The increase in gross margins for the quarter was primarily due to increased retail sales, which generally have higher gross margins than wholesale sales, as well as improved gross margins at Lanier Clothes. Consolidated gross margins for fiscal 2009 were 41.7% compared to 40.9% in fiscal 2008.

 

SG&A for the fourth quarter of fiscal 2009 was $79.6 million, or 41.8% of net sales, compared to $84.8 million, or 42.4% of net sales, in the same period of the prior year.  For the full year, SG&A was $304.3 million, or 38.0% of net sales, compared to $358.1 million, or 37.8% of net sales in the prior fiscal year.  The decrease in SG&A for the year reflected reductions in headcount and other overhead costs across all operating groups, cost reductions associated with the Company’s exit from certain businesses, the impact of a 13% reduction in the average value of the British pound versus the U.S. dollar and lower restructuring charges.  These cost savings were partially offset by expenses associated with the operation of additional retail stores.

 

For the year, amortization of intangible assets was $1.3 million compared to $2.9 million in fiscal 2008.  The decrease resulted from amortization typically being greater in the earlier periods following an acquisition.

 

Royalties and other operating income for the fourth quarter of fiscal 2009 were $4.1 million compared to $4.2 million in the same period of the prior year. For fiscal 2009, royalties and other operating income were $13.1 million compared to $17.3 million in the prior fiscal year.  The decrease for the year was primarily due to the termination of the license agreement for footwear in Tommy Bahama, the challenging economic conditions and the impact of foreign currency rates on royalty income in Ben Sherman.

 

Interest expense in the fourth quarter of fiscal 2009 increased to $5.2 million from $4.9 million in the same period of the prior year.  Interest expense decreased to $21.4 million for fiscal 2009 compared to $23.7 million in the prior fiscal year primarily due to lower debt levels resulting from the net impact of various changes to the Company’s debt facilities, partially offset by the net impact of the write off of unamortized deferred financing costs.

 

Balance Sheet

 

Receivables were $74.4 million at January 30, 2010 compared to $78.6 million at January 31, 2009.  The decrease was primarily due to lower wholesale sales in the last two months of fiscal 2009 compared to the last two months of fiscal 2008. The Company believes it is properly reserved for these receivables and that the overall quality of the receivables is sound.

 

Inventories at the end of fiscal 2009 were $77.0 million compared to $119.6 million at January 31, 2009.  Inventory levels were reduced in each operating group as the

 



 

Company focused on mitigating inventory markdown risk and promotional pressure and has exited certain lines of business.

 

Cash flow from operations was $81.6 million in fiscal 2009 compared to $90.4 million in the prior year.  Fiscal 2009 cash flow from operations was driven by working capital reductions and earnings before the impact of non-cash items.

 

Dividend

 

The Company announced that its Board of Directors has declared a cash dividend of $0.11 per share payable on April 30, 2010 to shareholders of record as of the close of business on April 15, 2010.  This represents a 22% increase from the dividend paid in the fourth quarter of fiscal 2009. The Company has paid dividends every quarter since it became publicly owned in 1960.

 

Outlook for Fiscal 2010

 

For fiscal year 2010, which ends on January 29, 2011, the Company expects net sales of $760 million to $775 million compared to $800.7 million in fiscal 2009.  The Company expects an increase in Tommy Bahama sales in fiscal 2010 driven by growth in all channels of distribution. In Ben Sherman, Lanier Clothes and Oxford Apparel, the Company expects sales reductions in fiscal 2010, including approximately $35 million in sales related to businesses the Company has exited.  The Company expects improved profitability at Tommy Bahama and Ben Sherman will result in increased consolidated operating margins for 2010.   Diluted earnings per common share are expected to be between $1.40 and $1.50.

 

In fiscal 2009, capital expenditures were $11.3 million. Capital expenditures for fiscal 2010 are planned to be approximately $15 million for additional retail stores as well as continuing information technology enhancements.

 

The Company expects net sales in the first quarter of fiscal 2010 to be in the range of $200 million to $210 million compared to net sales of $216.7 million in the first quarter of fiscal 2009.  The first quarter of 2009 included approximately $13 million in sales related to businesses that have been exited. Diluted earnings per common share are expected to be between $0.55 and $0.60 in the first quarter of fiscal 2010 compared to adjusted diluted earnings per common share of $0.48 in the first quarter of fiscal 2009.

 

Conference Call

 

The Company will hold a conference call with senior management to discuss its financial results at 4:30 p.m. 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 April 12, 2010.  To access the telephone replay, participants should dial (719) 457-0820.  The access code for

 



 

the replay is 3212914.  A replay of the web cast will also be available following the teleconference on the Company’s website at www.oxfordinc.com.

 

About Oxford

 

Oxford Industries, Inc. is an international apparel design, sourcing and marketing company featuring a diverse portfolio of owned and licensed brands and a collection of private label apparel businesses. Oxford’s brands include Tommy Bahama®, Ben Sherman®, Billy London®, Arnold Brant®, Ely®, 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. 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 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.  Oxford’s stock has traded on the New York Stock Exchange since 1964 under the symbol OXM. For more information, please visit Oxford’s website at www.oxfordinc.com.

 

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

 

This press release may include statements that are forward-looking statements within the meaning of the federal securities laws. 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 the impact of economic conditions on 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, costs of products and raw materials we purchase, access to capital and/or credit markets, particularly in light of conditions in those markets, 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. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. contained in our Form 10-Q for the quarterly period ended August 1, 2009 under the heading “Risk Factors” and those described from time to time in our future reports filed with the SEC.

 



 

OXFORD INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)

 

 

 

Fourth Quarter
Fiscal 2009

 

Fourth
Quarter

Fiscal 2008

 

Fiscal 2009

 

Fiscal 2008

 

 

 

 

 

As Restated
(1)

 

 

 

As Restated
(1)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

190,502

 

$

199,868

 

$

800,658

 

$

947,516

 

Cost of goods sold

 

104,489

 

121,175

 

466,975

 

560,314

 

Gross profit

 

86,013

 

78,693

 

333,683

 

387,202

 

SG&A

 

79,584

 

84,828

 

304,330

 

358,071

 

Amortization of intangible assets

 

316

 

639

 

1,256

 

2,903

 

Impairment of goodwill, intangible assets and an investment in an unconsolidated entity

 

 

311,539

 

 

314,813

 

 

 

79,900

 

397,006

 

305,586

 

675,787

 

Royalties and other operating income

 

4,076

 

4,171

 

13,057

 

17,294

 

Operating income (loss)

 

10,189

 

(314,142

)

41,154

 

(271,291

)

Gain on repurchase of 8 7/8% Senior Unsecured Notes

 

 

7,767

 

 

7,767

 

Interest expense, net

 

5,249

 

4,948

 

21,361

 

23,702

 

Earnings (loss) before income taxes

 

4,940

 

(311,323

)

19,793

 

(287,226

)

Income taxes (benefit)

 

1,052

 

(22,944

)

5,169

 

(15,769

)

Net earnings (loss)

 

$

3,888

 

$

(288,379

)

$

14,624

 

$

(271,457

)

 

 

 

 

 

 

 

 

 

 

Net earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.24

 

$

(18.19

)

$

0.90

 

$

(17.00

)

Diluted

 

$

0.24

 

$

(18.19

)

$

0.90

 

$

(17.00

)

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding: (2)

 

 

 

 

 

 

 

 

 

Basic

 

16,503

 

15,857

 

16,297

 

15,968

 

Dilution

 

14

 

 

7

 

 

Diluted

 

16,517

 

15,857

 

16,304

 

15,968

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

 

$

0.09

 

$

0.18

 

$

0.36

 

$

0.72

 

 



 


(1)          Operating results, as previously reported, have been retrospectively restated to reflect our change in accounting principle for a portion of our domestic inventory in the fourth quarter of fiscal 2009. As a result of the change in method of accounting for inventory, all of our domestic inventory is accounted for using the LIFO method and all of our international inventory is accounted for using the FIFO method.

(2)          Weighted average shares outstanding, as previously reported, have been retrospectively restated to reflect our adoption of new guidance related to the treatment of unvested shares which receive nonforfeitable dividends in our earnings per share calculation. The new guidance requires that unvested shares outstanding are included in basic weighted average shares outstanding, which also increases diluted weighted average shares outstanding.

 



 

OXFORD INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par amounts)

 

 

 

January 30,
2010

 

January 31,
2009

 

 

 

 

 

As Restated
(1)

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

8,288

 

$

3,290

 

Receivables, net

 

74,398

 

78,567

 

Inventories, net

 

77,029

 

119,616

 

Prepaid expenses

 

10,713

 

10,845

 

Deferred tax assets

 

13,875

 

10,159

 

Total current assets

 

184,303

 

222,477

 

Property, plant and equipment, net

 

79,540

 

89,026

 

Intangible assets, net

 

137,490

 

135,999

 

Other non-current assets, net

 

23,841

 

20,180

 

Total Assets

 

$

425,174

 

$

467,682

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Trade accounts payable and other accrued expenses

 

$

81,831

 

$

87,723

 

Accrued compensation

 

11,514

 

14,027

 

Income taxes payable

 

2,517

 

 

Short-term debt and current maturities of long-term debt

 

 

5,083

 

Total current liabilities

 

95,862

 

106,833

 

Long-term debt, less current maturities

 

146,408

 

194,187

 

Other non-current liabilities

 

50,066

 

47,244

 

Non-current deferred income taxes

 

28,421

 

32,111

 

Commitments and contingencies

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Common stock, $1.00 par value per common share

 

16,461

 

15,866

 

Additional paid-in capital

 

91,840

 

88,425

 

Retained earnings

 

19,356

 

10,621

 

Accumulated other comprehensive loss

 

(23,240

)

(27,605

)

Total shareholders’ equity

 

104,417

 

87,307

 

Total Liabilities and Shareholders’ Equity

 

$

425,174

 

$

467,682

 

 



 


(1)          Our January 31, 2009 consolidated balance sheet, as previously reported, has been retrospectively restated to reflect our change in accounting principle for a portion of our domestic inventory in the fourth quarter of fiscal 2009. As a result of the change in method of accounting for inventory, all of our domestic inventory is accounted for using the LIFO method and all of our international inventory is accounted for using the FIFO method.

 



 

OXFORD INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

 

 

Fiscal 2009

 

Fiscal 2008

 

 

 

 

 

As Restated (1)

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net earnings (loss)

 

$

14,624

 

$

(271,457

)

Adjustments to reconcile net earnings (loss) to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

19,480

 

21,953

 

Amortization of intangible assets

 

1,256

 

2,903

 

Impairment of goodwill, intangible assets and investment in an unconsolidated entity

 

 

314,813

 

Amortization of deferred financing costs and bond discount

 

3,370

 

2,921

 

Gain on repurchase of 8 7/8% Senior Unsecured Notes

 

 

(7,767

)

Stock compensation expense

 

4,365

 

3,485

 

Loss on sale of property, plant and equipment

 

1,929

 

415

 

Deferred income taxes

 

(8,114

)

(26,254

)

Changes in working capital, net of acquisitions and dispositions:

 

 

 

 

 

Receivables

 

5,948

 

21,864

 

Inventories

 

44,439

 

33,294

 

Prepaid expenses

 

391

 

1,325

 

Current liabilities

 

(7,634

)

(9,455

)

Other non-current assets

 

(1,264

)

4,827

 

Other non-current liabilities

 

2,779

 

(2,504

)

Net cash provided by operating activities

 

81,569

 

90,363

 

Cash Flows From Investing Activities:

 

 

 

 

 

Acquisitions, net of cash acquired, and investments in unconsolidated entities

 

 

(779

)

Purchases of property, plant and equipment

 

(11,323

)

(20,735

)

Proceeds from sale of property, plant and equipment

 

11

 

275

 

Net cash used in investing activities

 

(11,312

)

(21,239

)

Cash Flows From Financing Activities:

 

 

 

 

 

Repayment of revolving credit arrangements

 

(252,763

)

(373,088

)

Proceeds from revolving credit arrangements

 

219,443

 

334,344

 

Repurchase of 8 7/8% Senior Unsecured Notes

 

(166,805

)

(24,971

)

Proceeds from the issuance of 11 3/8% Senior Secured Notes

 

146,029

 

 

Deferred financing costs paid

 

(5,049

)

(1,664

)

Proceeds from issuance of common stock

 

8

 

91

 

Dividends on common stock

 

(5,889

)

(14,414

)

Net cash used in financing activities

 

(65,026

)

(79,702

)

Net change in cash and cash equivalents

 

5,231

 

(10,578

)

Effect of foreign currency translation on cash and cash equivalents

 

(233

)

(1,044

)

Cash and cash equivalents at the beginning of year

 

3,290

 

14,912

 

Cash and cash equivalents at the end of year

 

$

8,288

 

$

3,290

 

Supplemental Disclosure of Cash Flow Information:

 

 

 

 

 

Cash paid for interest, net

 

$

20,051

 

$

21,900

 

Cash paid for income taxes

 

$

9,741

 

$

11,241

 

 


(1)          Our fiscal 2008 consolidated statement of cash flows, as previously reported, has been retrospectively restated to reflect our change in accounting principle for a portion of our domestic inventory in the fourth quarter of fiscal 2009.

 



 

OXFORD INDUSTRIES, INC.
OPERATING GROUP INFORMATION
(UNAUDITED)
(in thousands)

 

 

 

Fourth
Quarter
Fiscal 2009

 

Fourth
Quarter

Fiscal 2008

 

Fiscal 2009

 

Fiscal 2008

 

 

 

 

 

As Restated
(1)

 

 

 

As Restated
(1)

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

 

 

 

 

 

 

 

 

Tommy Bahama

 

$

94,822

 

$

96,696

 

$

363,084

 

$

421,687

 

Ben Sherman

 

24,619

 

26,205

 

102,309

 

133,522

 

Lanier Clothes

 

22,276

 

24,396

 

114,542

 

135,581

 

Oxford Apparel

 

48,291

 

52,335

 

221,114

 

257,125

 

Corporate and Other

 

494

 

236

 

(391

)

(399

)

Total Net Sales

 

$

190,502

 

$

199,868

 

$

800,658

 

$

947,516

 

 

 

 

 

 

 

 

 

 

 

Operating Income (Loss)

 

 

 

 

 

 

 

 

 

Tommy Bahama

 

$

9,743

 

$

(211,763

)

$

37,515

 

$

(173,448

)

Ben Sherman

 

(2,655

)

(86,483

)

(8,616

)

(84,988

)

Lanier Clothes

 

1,708

 

(1,389

)

12,389

 

(8,283

)

Oxford Apparel

 

3,708

 

(4,782

)

19,372

 

11,627

 

Corporate and Other

 

(2,315

)

(9,725

)

(19,506

)

(16,199

)

Total Operating Income (Loss)

 

$

10,189

 

$

(314,142

)

41,154

 

$

(271,291

)

Gain on repurchase of 8 7/8% Senior Unsecured Notes

 

 

7,767

 

 

7,767

 

Interest Expense, net

 

5,249

 

4,948

 

21,361

 

23,702

 

Earnings (Loss) Before Income Taxes

 

$

4,940

 

$

(311,323

)

$

19,793

 

$

(287,226

)

 


(1)   Operating income (loss), as previously reported, has been retrospectively restated to reflect our change in accounting principle for a portion of our domestic inventory in the fourth quarter of fiscal 2009. As a result of the change in method of accounting for inventory, all of our domestic inventory is accounted for using the LIFO method and all of our international inventory is accounted for using the FIFO method. As LIFO accounting adjustments are not allocated to our operating groups, the restatement only impacted the operating results of Corporate and Other.

 



 

RECONCILIATION OF CERTAIN OPERATING RESULTS INFORMATION PRESENTED IN ACCORDANCE WITH U.S. GAAP TO CERTAIN OPERATING RESULTS, AS ADJUSTED

 

Set forth below is our reconciliation of certain operating results information, presented in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, to the operating results information, as adjusted, for each of the four quarters of and full year fiscal 2009 and fiscal 2008. We believe that investors often look at ongoing operations as a measure of assessing performance and as a basis for comparing past results against future results. Therefore, we believe that presenting our operating results excluding these items provides useful information to investors because this allows investors to make decisions based on our ongoing operations. We use the operating results excluding these items to discuss our business with investment institutions, our board of directors and others. Further, we believe that presenting our results excluding these items provides useful information to investors because this allows investors to compare our results for the periods presented to other periods. The sum of the earnings per share amounts for the four quarters do not equal the amounts included for the full year due to the relationship between the timing of certain of the significant charges, the weighted average shares outstanding and rounding.

 



 

 

 

Fiscal 2009

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

Full
Year

 

 

 

As
Restated

 

As
Restated

 

As
Restated

 

 

 

 

 

 

 

(In thousands)

 

Fiscal 2009, as reported

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

89,934

 

$

77,373

 

$

80,363

 

$

86,013

 

$

333,683

 

Gross margin (gross profit, as a percentage of net sales)

 

41.5

%

40.1

%

40.1

%

45.2

%

41.7

%

Operating income

 

$

13,412

 

$

6,337

 

$

11,216

 

$

10,189

 

$

41,154

 

Net earnings (loss)

 

$

6,611

 

$

(180

)

$

4,305

 

$

3,888

 

$

14,624

 

Diluted net earnings (loss) per common share

 

$

0.42

 

$

(0.01

)

$

0.26

 

$

0.24

 

$

0.90

 

Weighted average common shares outstanding — diluted (1)

 

15,876

 

16,288

 

16,533

 

16,517

 

16,304

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2009 increase/(decrease) in net earnings

 

 

 

 

 

 

 

 

 

 

 

LIFO accounting adjustments included in cost of goods sold (2)

 

$

1,448

 

$

4,043

 

$

1,180

 

$

(1,728

)

$

4,943

 

Restructuring charges included in cost of goods sold (3)

 

$

 

$

 

$

 

$

355

 

$

355

 

Restructuring charges included in SG&A(3)

 

$

 

$

1,362

 

$

 

$

839

 

$

2,201

 

Write off of deferred financing costs (4)

 

$

 

$

1,759

 

$

 

$

 

$

1,759

 

Impact of taxes on above changes (5)

 

$

(436

)

$

(2,315

)

$

(306

)

$

160

 

$

(2,897

)

Total adjustment to net earnings (loss)

 

$

1,012

 

$

4,849

 

$

874

 

$

(374

)

$

6,361

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2009, as adjusted

 

 

 

 

 

 

 

 

 

 

 

Gross profit (6)

 

$

91,382

 

$

81,416

 

$

81,543

 

$

84,640

 

$

338,981

 

Gross margin (gross profit, as a percentage of net sales) (6)

 

42.2

%

42.2

%

40.7

%

44.4

%

42.3

%

Operating income (7)

 

$

14,860

 

$

11,742

 

$

12,396

 

$

9,655

 

$

48,653

 

Net earnings

 

$

7,623

 

$

4,669

 

$

5,179

 

$

3,514

 

$

20,985

 

Diluted net earnings (loss) per common share

 

$

0.48

 

$

0.29

 

$

0.31

 

$

0.21

 

$

1.29

 

Weighted average common shares outstanding — diluted (1)

 

15,876

 

16,288

 

16,533

 

16,517

 

16,304

 

 



 


(1)   Weighted average shares outstanding for each period presented previously has been restated to reflect our adoption of new guidance related to the treatment of unvested shares which receive nonforfeitable dividends in our earnings per share calculation. The new guidance requires that unvested shares that receive nonforfeitable dividends are included in basic weighted average shares outstanding, which also increases diluted weighted average shares.

 

(2)   Adjustments reflect the net impact of LIFO accounting adjustments to Corporate and Other for the periods presented. The amounts differ from LIFO accounting adjustments previously reported as a result of our change in accounting principle for a portion of our domestic inventory in the fourth quarter of fiscal 2009, which requires retrospective restatement for all periods presented. As a result of the change in our method of accounting for inventory, all of our domestic inventory is accounted for using the LIFO method and all of our international inventory is accounted for using the FIFO method.

 

(3)   Adjustment reflects the restructuring charges in Tommy Bahama related to leasehold improvement impairment at certain New York office space and Ben Sherman related to our exit from footwear, kids and women’s operations.

 

(4)   Adjustment reflects the write-off of unamortized deferred financing costs associated with the satisfaction and discharge of our 8 7/8% senior unsecured notes.

 

(5)   Adjustments reflect the net tax impact of the adjustments above.

 

(6)   Reflects the impact of adjustments to cost of goods sold above.

 

(7)   Reflects adjustments to cost of goods sold and SG&A above.

 



 

 

 

Fiscal 2008

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

Full
Year

 

 

 

As Restated

 

As Restated

 

As Restated

 

As Restated

 

As
Restated

 

 

 

(In thousands)

 

Fiscal 2008, as reported

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

$

116,370

 

$

97,001

 

$

95,138

 

$

78,693

 

$

387,202

 

Gross margin (gross profit, as a percentage of net sales)

 

42.6

%

42.1

%

39.0

%

39.4

%

$

40.9

%

Operating income (loss)

 

$

20,136

 

$

8,322

 

$

14,393

 

$

(314,142

)

$

(271,291

)

Net earnings (loss)

 

$

9,554

 

$

1,674

 

$

5,694

 

$

(288,379

)

$

(271,457

)

Diluted net earnings (loss) per common share

 

$

0.59

 

$

0.10

 

$

0.36

 

$

(18.19

)

$

(17.00

)

Weighted average common shares outstanding — diluted (1)

 

16,211

 

15,982

 

15,875

 

15,857

 

15,968

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2008 increase/(decrease) in net earnings

 

 

 

 

 

 

 

 

 

 

 

LIFO accounting adjustments included in cost of goods sold (2)

 

$

480

 

$

(3,669

)

$

(1,509

)

$

5,171

 

$

473

 

Restructuring charges included in cost of goods sold (3)

 

$

 

$

5,069

 

$

 

$

 

$

5,069

 

Restructuring charges included in SG&A (4)

 

$

 

$

2,256

 

$

601

 

$

2,537

 

$

5,394

 

Other unusual items included in SG&A or royalties and other income (5)

 

$

 

$

(916

)

$

 

$

 

$

(916

)

Property, plant and equipment impairment charges included in cost of goods sold

 

$

 

$

198

 

$

 

$

 

$

198

 

Property, plant and equipment impairment charges included in SG&A

 

$

 

$

 

$

 

$

1,302

 

$

1,302

 

Impairment of goodwill, intangible assets and investment in an unconsolidated entity

 

$

 

$

3,274

 

$

 

$

311,539

 

$

314,813

 

Gain on repurchase of 8 7/8% Senior Unsecured Notes (6)

 

$

 

$

 

$

 

$

(7,767

)

$

(7,767

)

Write off of deferred financing costs (7)

 

$

 

$

 

$

900

 

$

 

$

900

 

Impact of taxes on above changes (8)

 

$

(155

)

$

(2,030

)

$

95

 

$

(23,407

)

$

(25,497

)

Total adjustment to net earnings (loss)

 

$

325

 

$

4,182

 

$

87

 

$

289,375

 

$

293,969

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2008, as adjusted

 

 

 

 

 

 

 

 

 

 

 

Gross profit (9)

 

$

116,850

 

$

98,599

 

$

93,629

 

$

83,864

 

$

392,942

 

Gross margin (gross profit, as a percentage of net sales) (9)

 

42.8

%

42.8

%

38.3

%

42.0

%

$

41.5

%

Operating income (loss) (10)

 

$

20,616

 

$

14,534

 

$

13,485

 

$

6,407

 

$

55,042

 

Net earnings (loss)

 

$

9,879

 

$

5,856

 

$

5,781

 

$

996

 

$

22,512

 

Diluted net earnings (loss) per common share

 

$

0.61

 

$

0.37

 

$

0.36

 

$

0.06

 

$

1.41

 

Weighted average common shares outstanding — diluted (1)

 

16,211

 

15,982

 

15,875

 

15,857

 

15,968

 

 



 


(1)   Weighted average shares outstanding for each period presented previously has been restated to reflect our adoption of new guidance related to the treatment of unvested shares which receive nonforfeitable dividends in our earnings per share calculation. The new guidance requires that unvested shares that receive nonforfeitable dividends are included in basic weighted average shares outstanding, which also increases diluted weighted average shares outstanding.

(2)   Adjustments reflect the net impact of LIFO accounting adjustments to Corporate and Other for the periods presented. The amounts differ from LIFO accounting adjustments previously reported as a result of our change in accounting principle for a portion of our domestic inventory in the fourth quarter of fiscal 2009, which requires retrospective restatement for all periods presented. As a result of the change in our method of accounting for inventory, all of our domestic inventory is accounted for using the LIFO method and all of our international inventory is accounted for using the FIFO method.

(3)   The restructuring charges included in cost of goods sold primarily relate to restructuring charges in Lanier Clothes and Oxford Apparel, consisting of inventory markdowns associated with the exit of certain businesses.

(4)   The restructuring charges included in SG&A in the second quarter of fiscal 2008 primarily relate to license termination fees and severance in the second quarter related to Lanier Clothes and Oxford Apparel’s exit of certain businesses. The restructuring charges included in SG&A in the third and fourth quarters consist of charges in each operating group related to severance and charges related to certain vacated leased office space.

(5)   Other unusual items included in SG&A and royalties and other income consist of the resolution of a contingent liability and the sale of a trademark, partially offset by an increase in bad debt expense due to certain significant customer bankruptcies during the second quarter of fiscal 2008.

(6)   Adjustment reflects the gain on repurchase of our 8 7/8% Senior Unsecured Notes in December 2008.

(7)   Adjustment reflects the write-off of unamortized deferred financing costs associated with the amendment and restatement of our revolving credit agreement in June 2008.

(8)   Adjustments reflect the net tax impact of the adjustments above and the change in certain tax contingency reserves.

(9)   Reflects the impact of adjustments to cost of goods sold above.

(10) Reflects adjustments to cost of goods sold, SG&A, impairment of goodwill, intangible assets and investment in an unconsolidated entity and royalties and other income above.

 



 

RECONCILIATION OF OPERATING INCOME (LOSS), PRESENTED IN ACCORDANCE WITH U.S. GAAP TO OPERATING INCOME (LOSS), AS ADJUSTED

 

Set forth below are our reconciliations, of operating income (loss) for each operating group and in total, calculated in accordance with U.S. GAAP, to operating income (loss), as adjusted for the fourth quarter and full year of fiscal 2008 and fiscal 2009. We believe that investors often look at ongoing operating group operating income (loss) as a measure of assessing performance and as a basis for comparing past results against future results. Therefore, we believe that presenting our operating group results excluding these items provides useful information to investors because this allows investors to make decisions based on our ongoing operating group results.  We use the operating results excluding these items to discuss our operating groups with investment institutions, our board of directors and others. Further, we believe that presenting our operating results excluding these items provides useful information to investors because this allows investors to compare our operating group operating income (loss) for the periods presented to other periods.

 

Fourth Quarter Fiscal 2009

 

 

 

Operating
income
(loss), as
reported

 

Restructuring charges (1)

 

Property,
plant and
equipment
impairment
charges (2)

 

LIFO
Accounting
Adjustments (3)

 

Operating
income
(loss), as
adjusted

 

 

 

(In thousands)

 

Tommy Bahama

 

$

9,743

 

$

 

$

534

 

$

 

$

10,277

 

Ben Sherman

 

(2,655

)

660

 

 

 

(1,995

)

Lanier Clothes

 

1,708

 

 

 

 

1,708

 

Oxford Apparel

 

3,708

 

 

 

 

3,708

 

Corporate and Other

 

(2,315

)

 

 

(1,728

)

(4,043

)

Total

 

$

10,189

 

$

660

 

$

534

 

$

(1,728

)

$

9,655

 

 



 

Fiscal 2009

 

 

 

Operating
income
(loss), as
reported

 

Restructuring
charges (1)

 

Property,
plant and
equipment
impairment
charges (2)

 

LIFO
Accounting
Adjustments
(3)

 

Operating
income
(loss), as
adjusted

 

 

 

(In thousands)

 

Tommy Bahama

 

$

37,515

 

$

 

$

534

 

$

 

$

38,049

 

Ben Sherman

 

(8,616

)

2,022

 

 

 

(6,594

)

Lanier Clothes

 

12,389

 

 

 

 

12,389

 

Oxford Apparel

 

19,372

 

 

 

 

19,372

 

Corporate and Other

 

(19,506

)

 

 

4,943

 

(14,563

)

Total

 

$

41,154

 

$

2,022

 

$

534

 

$

4,943

 

$

48,653

 

 


(1)   The restructuring charges primarily relate to Ben Sherman’s exit from its footwear, kids’ and women’s operations during fiscal 2009.

(2)   The property, plant and equipment charges relate to certain leasehold improvements associated with a New York office lease which were impaired.

(3)   Adjustments reflect the net impact of LIFO accounting adjustments to Corporate and Other for the periods presented. The amounts differ from LIFO accounting adjustments previously reported as a result of our change in accounting principle for a portion of our domestic inventory in the fourth quarter of fiscal 2009, which requires retrospective restatement for all periods presented. As a result of the change in our method of accounting for inventory, all of our domestic inventory is accounted for using the LIFO method and all of our international inventory is accounted for using the FIFO method.

 



 

Fourth Quarter Fiscal 2008

 

 

 

Operating
income
(loss), as
reported

 

Impairment
charges (1)

 

Restructuring
charges (2)

 

Other
Unusual
Items
(3)

 

Property,
plant and
equipment
impairment
charges

 

LIFO
Accounting
Adjustments
(4)

 

Operating
income
(loss), as
adjusted

 

 

 

(In thousands)

 

Tommy Bahama

 

$

(211,763

)

$

221,559

 

$

297

 

$

 

$

443

 

$

 

$

10,536

 

Ben Sherman

 

(86,483

)

83,766

 

501

 

 

 

 

(2,216

)

Lanier Clothes

 

(1,389

)

 

565

 

 

 

 

(824

)

Oxford Apparel

 

(4,782

)

6,214

 

27

 

 

859

 

 

2,318

 

Corporate and Other

 

(9,725

)

 

1,147

 

 

 

5,171

 

(3,407

)

Total

 

$

(314,142

)

$

311,539

 

$

2,537

 

$

 

$

1,302

 

$

5,171

 

$

6,407

 

 

Fiscal 2008

 

 

 

Operating
income
(loss), as
reported

 

Impairment
charges (1)

 

Restructuring
charges (2)

 

Other
Unusual
Items (3)

 

Property,
plant and
equipment
impairment
charges

 

LIFO
Accounting
Adjustments
(4)

 

Operating
income
(loss), as
adjusted

 

 

 

(In thousands)

 

Tommy Bahama

 

$

(173,448

)

$

221,559

 

$

509

 

$

 

$

443

 

$

 

$

49,063

 

Ben Sherman

 

(84,988

)

83,766

 

535

 

 

 

 

(687

)

Lanier Clothes

 

(8,283

)

2,207

 

7,400

 

310

 

198

 

 

1,832

 

Oxford Apparel

 

11,627

 

7,281

 

800

 

(1,226

)

859

 

 

19,341

 

Corporate and Other

 

(16,199

)

 

1,219

 

 

 

473

 

(14,507

)

Total

 

$

(271,291

)

$

314,813

 

$

10,463

 

$

(916

)

$

1,500

 

$

473

 

$

55,042

 

 


(1)   The impairment charges relate to the impairment of goodwill, intangible assets and an investment in an unconsolidated entity.

(2)   The restructuring charges primarily relate to restructuring charges in Lanier Clothes and Oxford Apparel, consisting of inventory markdowns associated with the exit of certain businesses and severance charges, in the second quarter of fiscal 2008 and restructuring charges in all groups in the third and fourth quarters of fiscal 2008.

 



 

(3)   Other unusual items consist of the resolution of a contingent liability and the sale of a trademark, partially offset by an increase in bad debt expense due to certain significant customer bankruptcies during the second quarter of fiscal 2008.

(4)   Adjustments reflect the net impact of LIFO accounting adjustments to Corporate and Other for the periods presented. The amounts differ from LIFO accounting adjustments previously reported as a result of our change in accounting principle for a portion of our domestic inventory in the fourth quarter of fiscal 2009, which requires retrospective restatement for all periods presented. As a result of the change in our method of accounting for inventory, all of our domestic inventory is accounted for using the LIFO method and all of our international inventory is accounted for using the FIFO method.