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): June 5, 2007
Oxford Industries, Inc.
(Exact name of registrant as specified in its charter)
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Georgia
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001-04365
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58-0831862 |
(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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222 Piedmont Avenue, NE, Atlanta, GA.
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30308 |
(Address of principal executive offices)
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(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 (see General
Instruction A.2. below):
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.
ITEM 7.01. REGULATION FD DISCLOSURE.
On June 5, 2007 Oxford Industries, Inc., issued a press release announcing its full year and first
quarter fiscal 2008 guidance, as well as certain anticipated financial information for its fourth
quarter of fiscal 2007. The press release is incorporated herein to this Form 8-K by reference and
a copy of the press release is furnished as Exhibit 99.1 hereto.
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, or otherwise 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, except as shall be expressly set forth by specific reference in
such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
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EXHIBIT |
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NUMBER |
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99.1
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Press Release of Oxford Industries, Inc., dated June 5, 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.
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OXFORD INDUSTRIES, INC. |
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By:
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/s/ THOMAS CALDECOT CHUBB III |
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Thomas Caldecot Chubb III |
June 5, 2007
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Executive Vice President |
EX-99.1 PRESS RELEASE, DATED JUNE 5, 2007
EXHIBIT 99.1
Oxford Industries, Inc. Press Release
222
Piedmont Avenue, N.E. Atlanta, Georgia 30308
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Contact:
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J. Reese Lanier, Jr. |
Telephone:
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(404) 653-1446 |
Fax:
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(404) 653-1545 |
E-Mail:
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rlanier@oxfordinc.com |
FOR IMMEDIATE RELEASE
June 5, 2007
Oxford Industries Issues Guidance for Full Year and First Quarter of Fiscal 2008
ATLANTA, GA. Oxford Industries, Inc. (NYSE:OXM) today updated its guidance for the fourth
quarter of fiscal 2007 and initiated guidance for the full year and first quarter of fiscal 2008.
The Company noted that Tommy Bahama and Ben Sherman achieved their plan for the fourth quarter of
fiscal 2007. For Ben Sherman, this represented a dramatic improvement in profitability over the
fourth quarter of fiscal 2006. However, continued weakness in the tailored clothing sector
depressed the results of the Menswear Group for the fourth quarter of fiscal 2007. The Company
believes that below plan results at many retailers for the combined months of March and April led
to shipment deferrals and tight selling windows. As a result, the Company expects to report fourth
quarter net sales in the lower half of its previously issued net sales guidance of $285 million to
$295 million.
In response to this situation, the Company accelerated efforts to rationalize underperforming
businesses and incurred approximately $0.03 per diluted share of previously unanticipated severance
cost during the fourth quarter of fiscal 2007. Based on the challenges in tailored clothing and
severance costs, the Company now anticipates fourth quarter earnings from continuing operations per
diluted share of between $1.00 and $1.05 which compares to its previous guidance range of $1.07 to
$1.14. Diluted earnings from continuing operations for the fourth quarter of fiscal 2007, adjusted
for unusual items, are expected to be within a range of $0.96 to $1.01 compared to diluted earnings
from continuing operations per common share of $0.91, adjusted for unusual items, for the fourth
quarter of fiscal 2006. Please see the attached reconciliation of GAAP and adjusted diluted
earnings from continuing operations per common share.
J. Hicks Lanier, Chairman and Chief Executive Officer of Oxford Industries, Inc., commented, We
are very pleased with the performance of our Tommy Bahama business, which continues to show
strength across an increasing variety of product categories and sub-brands, at both wholesale and
retail. We are excited to continue to demonstrate the power of the brand and the lifestyle it
represents. We are also enthusiastic about the prospects for continued improvement in
profitability and brand positioning of Ben Sherman, both in the United Kingdom and in the United
States. We believe that we are on the right path to make Ben Sherman a truly international
contemporary lifestyle brand. While results in our legacy businesses have been more challenging,
we have taken the necessary steps to improve operations. We have rationalized underperforming
businesses and focused our resources on our best opportunities. We are continuing to evaluate a
number of strategies to further improve our profitability and to maximize shareholder value.
For fiscal 2008, the company expects a healthy sales increase from Tommy Bahama, Ben Sherman and
its tailored clothing business to be offset by a planned sales decline due to rationalization in
the balance of its historical mens sportswear businesses. The Company also expects significant
improvement in profitability for fiscal 2008 driven by growth in Tommy Bahama and Ben Sherman and a
rebound in profitability in its tailored clothing business. Therefore, the Company expects to
report fiscal 2008 diluted earnings from continuing operations per common share in a range of $3.10
to $3.25. This compares to the current guidance range for diluted earnings from continuing
operations per common share, adjusted for unusual items, of $2.90 to $2.95 for fiscal year 2007.
Further, the Company expects first quarter fiscal 2008 net sales in the range of $245 million to
$255 million and first quarter diluted earnings from continuing operations per common share to be
between $0.46 and $0.51 per share. The expected year-over-year reduction in sales and earnings is
attributable to the rationalization that has taken place in the Companys historical sportswear
businesses as well as start-up costs associated with the establishment of two retail/restaurant
compounds and an e-commerce initiative in the Tommy Bahama Group.
Mr. Lanier continued, Overall, we continue to be well positioned to grow our business,
particularly with our branded properties. It remains our mission to transform Oxford into a
diversified and lifestyle oriented branded apparel company. Both Tommy Bahama and Ben Sherman
continue to have tremendous opportunity for growth and form the cornerstone of our strategy for the
future.
Mr. Lanier concluded, While our historical businesses have required some streamlining and
repositioning, we believe that these businesses will now be far healthier and squarely focused on
their best opportunities for profitability. We are committed to ensuring that we take appropriate
actions to maximize value to our shareholders and continue to explore a range of strategic
opportunities, both within our existing portfolio of businesses and in the broader apparel market,
to achieve this goal.
The Company will hold a conference call with senior management to discuss guidance at 4:30PM ET
today. A live web cast of the conference call will be available on the Companys 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 through June 12, 2007. To access the telephone replay,
participants should dial (719) 457-0820. The access code for the replay is 2314814. 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. Oxfords 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® and Oscar de la Renta® 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.
Oxfords 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.
Reconciliation of GAAP Earnings from Continuing Operations to Earnings from Continuing Operations,
as adjusted
Set forth below is our reconciliation of our estimated fourth quarter of fiscal 2007 and actual
fiscal 2006 and estimated full year fiscal 2007 and actual fiscal 2006 GAAP diluted earnings from
continuing operations per common share to diluted earnings from continuing operations per common
share to exclude certain non-recurring items which include (i) the net gain on the sale of certain
real property sold in the fourth quarter of fiscal 2007, (ii) the impact of our repatriation of
foreign earnings during the fourth quarter of fiscal 2006, (iii) the impact of fiscal 2007
severance costs in our Menswear Group and (iv) the impact of fiscal 2006 restructuring charges in
our Menswear Group. 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 expected results excluding these items provides useful information
to investors because this allows investors to make decisions based on the ongoing operations of the
enterprise. We use the 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 estimated results for fourth quarter and full year of fiscal 2007 to other periods.
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Updated |
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Most Recent Guidance |
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Fourth Quarter |
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Fourth Quarter |
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Fiscal 2007 |
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Fourth Quarter |
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Fiscal 2007 |
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Estimate |
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Fiscal 2006 |
Per Diluted Common Share: |
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GAAP earnings from continuing operations
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$1.07 - $1.14
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$1.00 - $1.05
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$1.02 |
Gain on sale of property
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($0.07)
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($0.07)
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Impact of foreign earnings repatriation
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($0.17) |
Impact of fiscal 2007 severance costs
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$0.03
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Fiscal 2006 restructuring charges
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0.06 |
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Earnings from continuing operations, as adjusted
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$1.00 - $1.07
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$0.96 - $1.01
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$0.91 |
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Most Recent |
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Updated |
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Guidance |
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Fiscal 2007 |
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Fiscal 2007 |
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Estimate |
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Fiscal 2006 |
Per Diluted Common Share: |
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GAAP earnings from continuing operations
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$2.92 - $2.99
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$2.85 - $2.90
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$2.88 |
Gain on sale of property
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($0.07)
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($0.07)
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Impact of foreign earnings repatriation
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($0.17) |
Impact of fiscal 2007 severance costs
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$0.09
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$0.12
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Fiscal 2006 restructuring charges
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0.12 |
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Earnings from continuing operations, as adjusted
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$2.94 - $3.01
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$2.90 - $2.95
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$2.83 |
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