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 9, 2007
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
(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 9, 2007, Oxford Industries, Inc. issued a press release announcing, among other things, its financial results for the quarter ended December 1, 2006. 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 9, 2007.

 


 

SIGNATURE
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 9, 2007
  By:   /s/ Thomas Caldecot Chubb III    
 
     
 
   
 
      Thomas Caldecot Chubb III    
 
      Executive Vice President    

 

EX-99.1 PRESS RELEASE, DATED JANUARY 9, 2007
 

Exhibit 99.1
Oxford Industries, Inc. Press Release
222 Piedmont Avenue, N.E. • Atlanta, Georgia 30308
     
Contact:  
J. Reese Lanier, Jr.
Telephone:  
(404) 653-1446
Fax:  
(404) 653-1545
E-Mail:  
rlanier @ oxfordinc.com
FOR IMMEDIATE RELEASE
January 9, 2007
Oxford Industries Announces Second Quarter Fiscal 2007 Results
—Tommy Bahama Continues to Exceed Plan, Grows Operating Income by 38%—
—Ben Sherman Recovery Continues As Expected—
—Company Reduces FY07 Guidance to New Range of $3.00 to $3.15 to Reflect Softness and
Accelerated Transitioning in Historical Menswear Business—
—Board of Directors Approves a 20% Increase in Quarterly Cash Dividend to $0.18 Per Share—
ATLANTA, GA. — Oxford Industries, Inc. (NYSE:OXM) today announced financial results for the fiscal 2007 second quarter ended December 1, 2006. Results for Oxford’s Womenswear Group, the assets of which were sold in the fourth quarter of fiscal 2006, have been classified as discontinued operations for all periods presented.
Consolidated net sales increased 4.7% to $291.0 million in the second quarter of fiscal 2007 from $277.9 million in the second quarter of fiscal 2006. Diluted earnings from continuing operations per common share increased 19.3% to $0.68 in the second quarter of fiscal 2007 from $0.57 in the second quarter of fiscal 2006.
“We continue to be very pleased with the outstanding results that have been generated by Tommy Bahama, which have tracked consistently above plan. The Ben Sherman business is continuing its recovery in the U.S. and we remain confident that, with controlled distribution and sell-in, this brand can become a leading global lifestyle brand,” commented J. Hicks Lanier, Chairman and CEO of Oxford Industries, Inc. “At the same time, we clearly continue to have challenges to address in our historical menswear business. We are moving aggressively to respond to these challenges and, while our near-term results will be affected by some transitioning and refocusing, we believe we will be able to improve the profitability and competitive position of our historical menswear business.”
The Tommy Bahama Group reported a second quarter net sales increase of 19.3% to $107.8 million in the second quarter of fiscal 2007 from $90.4 million in the second quarter of fiscal 2006. The sales growth was driven by the introduction of new product offerings including Tommy Bahama Relax™, Tommy Bahama Golf 18™ and Tommy Bahama Swim™, continuing strength in the Tommy Bahama®, Indigo Palms® and Island Soft® brands and additional retail stores. Second quarter operating income increased 37.8% to $13.9 million in the second quarter of fiscal 2007 from $10.1 million in the second quarter of fiscal 2006 due primarily to the significant increase in sales volume.

 


 

The Menswear Group reported a second quarter net sales decline of 2.3% to $183.1 million from $187.3 million in the second quarter of fiscal 2006. The decline in net sales resulted primarily from a planned sales reduction in Ben Sherman’s U.S. business to tighten distribution and improve performance at retail. Second quarter operating income declined 14.3% to $13.7 million in the second quarter of fiscal 2007 from $16.0 million in the second quarter of fiscal 2006 due to lower sales volume and heightened margin pressure in certain of the group’s tailored clothing businesses.
Consolidated gross margins for the second quarter of fiscal 2007 increased to 38.4% from 37.0% in the second quarter of fiscal 2006. The expansion in gross margin was driven primarily by sales mix. Net sales of the Tommy Bahama Group, which generates higher gross margins than the Menswear Group, represented a larger percentage of consolidated net sales in the current year’s second quarter than in the prior year’s second quarter.
Selling, general and administrative expenses for the second quarter of fiscal 2007 increased to $89.1 million, or 30.6% of net sales, from $82.4 million, or 29.7% of net sales, in the second quarter of fiscal 2006. The increase in SG&A expenses as a percentage of sales was also attributable to sales mix. The Tommy Bahama Group, which carries higher SG&A expenses than the Menswear Group, represented a larger percentage of consolidated net sales in the current year’s second quarter than in the prior year’s second quarter.
Intangible asset amortization expense declined to $1.6 million in the second quarter from $1.9 million in the second quarter of fiscal 2006. The amortization of intangible assets acquired in recent acquisitions was greater in the periods immediately following the acquisitions than in more recent periods. These non-cash expenses reduced diluted earnings from continuing operations per common share by $0.06 for the quarter.
Accounts receivable at quarter-end increased to $166.7 million from $149.2 million at the end of last year’s second quarter due primarily to higher sales volume and the timing of sales during the quarter. Total inventories at quarter-end increased to $139.0 million from $136.1 million at the end of the second quarter of fiscal 2006. Higher inventories in the Tommy Bahama Group to support sales growth were partially offset by lower inventories in the Menswear Group.
The Company issued revised guidance for the remainder of fiscal 2007 to reflect a variety of factors, including approximately $0.09 per share of non-recurring after-tax charges and expenses associated with further rationalization in the Company’s historical menswear business, $0.02 per share of start-up expenses for a new e-commerce initiative for the Tommy Bahama business and approximately $0.14 per share related to reduced operating expectations for the historical menswear business. The Company noted that it had not revised its plan for the Ben Sherman business.
As a result of these factors, the Company has set new guidance for diluted earnings from continuing operations per common share for the fiscal year ending June 1, 2007 to a range of $3.00 to $3.15. It now expects net sales for fiscal 2007 to be within a range of $1.14 billion and $1.16 billion compared to initial full year guidance of $1.16 billion to $1.18 billion.

 


 

For the third quarter of fiscal 2007, the Company expects net sales of between $265 million and $275 million and diluted earnings from continuing operations per common share of between $0.52 and $0.597. The bulk of the charges and expenses associated with further rationalization in the historical menswear business are expected to occur in the third quarter.
For the fourth quarter of fiscal 2007, the Company expects net sales of between $295 million and $305 million and diluted earnings from continuing operations per common share of between $1.17 and $1.25.
The Company also announced that its Board of Directors has approved a cash dividend of $0.18 per common share payable on March 2, 2007 to shareholders of record as of the close of business on February 15, 2007. This cash dividend is a 20% increase over the quarterly cash dividends paid by the Company during calendar year 2006.
The Company will hold a conference call with senior management to discuss its financial results at 4:30p.m. ET today. A live web cast of the conference call will be available on the Company’s web site at www.oxfordinc.com. Please visit the web site 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 on the Company’s web site at www.oxfordinc.com through January 16, 2007. To access the telephone replay, participants should dial (719) 457-0820. The access code for the replay is 7644207. A replay of the web cast will also be available following the teleconference on Oxford Industries’ corporate web site 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®, Nautica®, Geoffrey Beene®, Dockers® and Oscar de la Renta® 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.
Oxford’s stock has traded on the NYSE since 1964 under the symbol OXM. For more information, please visit our web site 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 web site, 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 demand for our products, expected pricing levels, raw material costs, the timing and cost of planned capital expenditures, expected outcomes of pending litigation and regulatory actions, competitive conditions, general economic conditions and expected synergies in connection with acquisitions and joint ventures. 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 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 2, 2006 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 Half  
    Fiscal 2007     Fiscal 2006     Fiscal 2007     Fiscal 2006  
Net sales
  $ 290,987     $ 277,903     $ 575,065     $ 546,378  
Cost of goods sold
    179,187       175,097       355,154       337,857  
 
                       
Gross profit
    111,800       102,806       219,911       208,521  
 
                               
Selling, general and administrative expenses
    89,124       82,416       175,570       165,204  
Amortization of intangible assets
    1,550       1,851       3,097       3,704  
 
                       
 
    90,674       84,267       178,667       168,908  
Royalties and other operating income
    3,894       3,653       6,786       6,914  
 
                       
Operating income
    25,020       22,192       48,030       46,527  
Interest expense, net
    5,951       6,272       11,443       12,105  
 
                       
Earnings before income taxes
    19,069       15,920       36,587       34,422  
Income taxes
    6,924       5,743       13,287       12,425  
 
                       
Earnings from continuing operations
    12,145       10,177       23,300       21,997  
Earnings (loss) from discontinued operations, net of taxes
    8       831       (197 )     2,895  
 
                       
Net earnings
  $ 12,153     $ 11,008     $ 23,103     $ 24,892  
 
                       
 
                               
Earnings from continuing operations per common share:
                               
Basic
  $ 0.69     $ 0.58     $ 1.32     $ 1.26  
Diluted
  $ 0.68     $ 0.57     $ 1.31     $ 1.24  
 
                               
Earnings (loss) from discontinued operations per common share:
                               
Basic
  $ 0.00     $ 0.05     $ (0.01 )   $ 0.17  
Diluted
  $ 0.00     $ 0.05     $ (0.01 )   $ 0.16  
 
                               
Net earnings per common share:
                               
Basic
  $ 0.69     $ 0.63     $ 1.31     $ 1.43  
Diluted
  $ 0.68     $ 0.62     $ 1.30     $ 1.40  
 
                               
Weighted average common shares outstanding:
                               
Basic
    17,654       17,490       17,624       17,440  
Dilutive impact of options and restricted shares
    209       257       204       295  
 
                       
Diluted
    17,863       17,747       17,828       17,735  
 
                       
 
                               
Dividends per common share
  $ 0.15     $ 0.135     $ 0.30     $ 0.270  
 
                       

 


 

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)
                 
    December 1, 2006     December 2, 2005  
Assets
               
Current Assets:
               
Cash and cash equivalents
  $ 8,794     $ 6,848  
Receivables, net
    166,680       149,194  
Inventories
    138,990       136,102  
Prepaid expenses
    19,618       24,739  
Current assets related to discontinued operations, net
          69,779  
 
           
Total current assets
    334,082       386,662  
Property, plant and equipment, net
    81,021       65,236  
Goodwill, net
    202,054       180,152  
Intangible assets, net
    236,261       234,812  
Other non-current assets, net
    29,990       22,945  
Non-current assets related to discontinued operations, net
          4,810  
 
           
Total Assets
  $ 883,408     $ 894,617  
 
           
Liabilities and Shareholders’ Equity
               
Current Liabilities:
               
Trade accounts payable and other accrued expenses
  $ 98,538     $ 97,901  
Accrued compensation
    19,788       24,155  
Dividends payable
          2,310  
Income taxes payable
    1,200       3,334  
Short-term debt and current maturities of long-term debt
    90       4,879  
Current liabilities related to discontinued operations
    5,452       17,646  
 
           
Total current liabilities
    125,068       150,225  
Long-term debt, less current maturities
    217,005       298,942  
Other non-current liabilities
    35,082       27,503  
Deferred income taxes
    81,075       75,254  
Non-current liabilities related to discontinued operations
          47  
Commitments and contingencies
               
Shareholders’ Equity:
               
Preferred stock, $1.00 par value; 30,000 authorized and none issued and outstanding at December 1, 2006 and December 2, 2005
           
Common stock, $1.00 par value; 60,000 authorized and 17,775 issued and outstanding at December 1, 2006 and 17,602 issued and outstanding at December 2, 2005
    17,775       17,602  
Additional paid-in capital
    78,625       71,164  
Retained earnings
    318,749       260,979  
Accumulated other comprehensive income (loss)
    10,029       (7,099 )
 
           
Total shareholders’ equity
    425,178       342,646  
 
           
Total Liabilities and Shareholders’ Equity
  $ 883,408     $ 894,617  
 
           

 


 

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
                 
    First Half  
    Fiscal 2007     Fiscal 2006  
Cash Flows from Operating Activities:
               
Earnings from continuing operations
  $ 23,300     $ 21,997  
Adjustments to reconcile earnings from continuing operations to net cash provided by (used in) operating activities:
               
Depreciation
    7,642       7,183  
Amortization of intangible assets
    3,097       3,704  
Amortization of deferred financing costs and bond discount
    1,232       1,232  
Stock compensation expense
    1,702       1,149  
Loss (Gain) on the sale of assets
    476       (83 )
Equity loss (income) from unconsolidated entities
    (604 )     (39 )
Deferred income taxes
    785       (1,353 )
Changes in working capital:
               
Receivables
    (21,273 )     (1,651 )
Inventories
    (14,676 )     10,190  
Prepaid expenses
    (170 )     (5,493 )
Current liabilities
    (16,371 )     (35,798 )
Other non-current assets
    (905 )     (3,966 )
Other non-current liabilities
    5,067       4,446  
 
           
Net cash provided by (used in) operating activities
    (10,698 )     1,518  
Cash Flows from Investing Activities:
               
Acquisitions, net of cash acquired
    (12,111 )     (11,501 )
Investment in unconsolidated entity
    (9,090 )      
Distribution from unconsolidated entity
          1,856  
Purchases of property, plant and equipment
    (15,268 )     (8,471 )
Proceeds from sale of property, plant and equipment
    32       6  
 
           
Net cash provided by (used in) investing activities
    (36,437 )     (18,110 )
Cash Flows from Financing Activities:
               
Repayment of financing arrangements
    (123,676 )     (179,591 )
Proceeds from financing arrangements
    140,526       191,059  
Proceeds from issuance of common stock
    2,240       4,556  
Dividends on common stock
    (7,970 )     (4,579 )
 
           
Net cash provided by (used in) financing activities
    11,120       11,445  
Cash Flows from Discontinued Operations:
               
Net operating cash flows provided by (used in) discontinued operations
    33,746       6,137  
Net investing cash flows provided by (used in) discontinued operations
          (25 )
 
           
Net cash provided by (used in) discontinued operations
    33,746       6,112  
 
           
Net change in cash and cash equivalents
    (2,269 )     965  
Effect of foreign currency translation on cash and cash equivalents
    584       (616 )
Cash and cash equivalents at the beginning of period
    10,479       6,499  
 
           
Cash and cash equivalents at the end of period
  $ 8,794     $ 6,848  
 
           

 


 

OXFORD INDUSTRIES, INC.
SEGMENT INFORMATION
(UNAUDITED)
(in thousands)
                                 
    Second Quarter     First Half  
    Fiscal 2007     Fiscal 2006     Fiscal 2007     Fiscal 2006  
Net Sales
                               
Menswear Group
  $ 183,067     $ 187,332     $ 361,878     $ 364,408  
Tommy Bahama Group
    107,807       90,388       211,955       181,932  
Corporate and Other
    113       183       1,232       38  
 
                       
Total Net Sales
  $ 290,987     $ 277,903     $ 575,065     $ 546,378  
 
                       
 
                               
Operating Income
                               
Menswear Group
  $ 13,690     $ 15,968     $ 24,301     $ 30,972  
Tommy Bahama Group
    13,927       10,109       30,762       24,466  
Corporate and Other
    (2,597 )     (3,885 )     (7,033 )     (8,911 )
 
                       
Total Operating Income
  $ 25,020     $ 22,192     $ 48,030     $ 46,527  
 
                       
Interest expense, net
    5,951       6,272       11,443       12,105  
 
                       
Earnings before taxes
  $ 19,069     $ 15,920     $ 36,587     $ 34,422