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 27, 2012

 

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 27, 2012, Oxford Industries, Inc. issued a press release announcing, among other things, its financial results for its fourth quarter and fiscal year ended January 28, 2012. 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 27, 2012.

 

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 27, 2012

 

/s/ Thomas C. Chubb III

 

 

Name: Thomas C. Chubb III

 

 

Title: President

 

2


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:

InvestorRelations@oxfordinc.com

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

 

  March 27, 2012

 

Oxford Industries Reports Fiscal 2011 Results and Issues Fiscal 2012 Guidance

 

- Fourth Quarter Sales Increase 27% on Strength of Tommy Bahama and Inclusion of Lilly Pulitzer -

- Fourth Quarter Adjusted EPS from Continuing Operations Increases 91% to $0.61 versus $0.32 in the Prior Year -

- Company Increases Quarterly Dividend to $0.15 per Share -

 

ATLANTA, GA — Oxford Industries, Inc. (NYSE:OXM) today announced financial results for its fourth quarter and 2011 fiscal year ended January 28, 2012.  Consolidated net sales rose 27% to $199.7 million in the fourth quarter of fiscal 2011 compared to $157.7 million in the fourth quarter of fiscal 2010, which ended January 29, 2011.  On an adjusted basis, earnings per diluted share from continuing operations for the quarter were $0.61 compared to $0.32 in the same period last year. The Company noted that only six weeks of operating results for Lilly Pulitzer, which was acquired in December 2010, are included in the Company’s prior year results.

 

For fiscal 2011, consolidated net sales rose 26% to $758.9 million from $603.9 million in fiscal 2010.  On an adjusted basis, earnings per diluted share from continuing operations were $2.41 for the 2011 fiscal year compared to $1.26 in the prior year.

 

On a U.S. GAAP basis, earnings per diluted share from continuing operations were $0.43 in the fourth quarter of fiscal 2011 compared to $0.10 in the same period of the prior year.  For the full year, on a U.S. GAAP basis, earnings per diluted share from continuing operations increased to $1.77 from $0.98 in the prior year.

 

For reference, tables reconciling U.S. GAAP to adjusted measures are included at the end of this release.

 

J. Hicks Lanier, Chairman and CEO of Oxford Industries, Inc. commented, “We were delighted with very strong fourth quarter results that capped an excellent performance for fiscal 2011.  In particular, our Tommy Bahama and Lilly Pulitzer businesses continued the strength they had shown throughout the year in retail and e-commerce and carried it through the holiday season and into January.”

 

Mr. Lanier continued, “Looking ahead, the strength demonstrated by Tommy Bahama and Lilly Pulitzer gives us the confidence to make significant investments in their long-term growth.  In Tommy Bahama, we expect to add 10 -12 domestic stores this year

 

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including a retail store, bar and restaurant location on Fifth Avenue in New York and a store at a premier location on Michigan Avenue in Chicago.  We will also begin opening company-owned stores in Asia with Macau and Singapore already slated for this year and a retail store, bar and restaurant location in the Ginza district of Tokyo scheduled to open in early 2013.  We are continuing to look for other locations for Tommy Bahama in key Asian markets. In February, Lilly opened its first store since we acquired the business, at SouthPark Mall in Charlotte. Phipps Plaza in Atlanta is scheduled to open later this spring and we hope to secure one or two other Lilly locations this year.  In addition, we will continue to make the necessary investments to fuel continued growth in e-commerce for both Tommy and Lilly.  We believe these investments will support the long-term growth of our company and help generate strong returns for our shareholders.”

 

Operating Group Results

 

Tommy Bahama reported strong results in the fourth quarter of fiscal 2011, with a net sales increase of 17% to $127.6 million. The increase in net sales was driven by a comp store sales increase in the low double digits in the full-price stores, an increase in e-commerce sales exceeding 50%, sales from additional retail stores and a modest increase in wholesale sales. As of January 28, 2012, Tommy Bahama operated 96 retail stores, including 63 full-price stores, 13 restaurant-retail locations and 20 outlet stores, compared to 89 retail stores as of January 29, 2011.

 

Operating income for Tommy Bahama increased to $18.8 million in the fourth quarter of fiscal 2011 from $15.6 million in the fourth quarter of fiscal 2010. The 20% increase in operating income was primarily due to the higher sales.

 

Lilly Pulitzer’s results continued to exceed the Company’s expectations.  Net sales in the fourth quarter of fiscal 2011 increased 44% to $23.1 million compared to $16.0 million during the same period of the prior year. Because the Company acquired Lilly Pulitzer on December 21, 2010, only $6.0 million of the $16.0 million of net sales were included in the Company’s fiscal 2010 consolidated financial statements.  These sales results compared to the same period of the prior year reflect significant increases in each of the wholesale, retail and e-commerce channels of distribution, with e-commerce sales more than doubling.

 

Lilly Pulitzer’s operating income, as adjusted, was $2.6 million in the fourth quarter of fiscal 2011 compared to $0.6 million in the fourth quarter of fiscal 2010. The increase in operating income, as adjusted, was a result of owning Lilly Pulitzer for the entire quarter in fiscal 2011 compared to only six weeks in the fourth quarter of fiscal 2010 as well as higher sales during the period.  On a U.S. GAAP basis, Lilly Pulitzer’s operating income in the fourth quarter of fiscal 2011 was $2.0 million compared to a loss of $0.4 million in the prior year.

 

Net sales for Ben Sherman increased from $20.9 million a year ago to $25.9 million in the fourth quarter of fiscal 2011. The net sales in fiscal 2011 reflect an increase in wholesale sales in Europe and the United States as well as increased retail sales.

 

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Ben Sherman incurred an operating loss of $0.3 million in the fourth quarter of fiscal 2011, on both a U.S. GAAP and adjusted basis, compared to an operating loss of $1.1 million on an adjusted basis, or $4.3 million on a U.S. GAAP basis, in the fourth quarter of fiscal 2010. The improved operating results, as adjusted, were a result of the higher net sales for Ben Sherman, partially offset by gross margin erosion due to higher product costs.

 

Net sales for Lanier Clothes in the fourth quarter of fiscal 2011 were $19.8 million, up slightly from last year’s $19.7 million, as the sales mix continued to shift from private label tailored clothing to branded tailored clothing.

 

Operating income for Lanier Clothes was slightly lower than last year at $1.5 million in the fourth quarter of fiscal 2011 compared to $1.8 million in the fourth quarter of fiscal 2010. The decrease in operating income resulted from gross margin pressures and increased SG&A associated with branded sales.

 

The Corporate and Other operating results, as adjusted, were a loss of $3.9 million in the fourth quarter of fiscal 2011 compared to a loss of $3.7 million in the fourth quarter of fiscal 2010. On a U.S. GAAP basis, Corporate and Other reported a loss of $8.5 million compared to a loss of $4.7 million last year.

 

Consolidated Operating Results

 

Consolidated net sales increased $42.0 million, or 27%, in the fourth quarter of fiscal 2011 compared to the fourth quarter of fiscal 2010 primarily due to increased sales at Tommy Bahama, sales related to the Lilly Pulitzer business, which were only included in the Company’s operating results for six weeks in the fourth quarter of fiscal 2010, and the increase in sales at Ben Sherman.

 

Consolidated gross margins were 51.9% for the fourth quarter of fiscal 2011compared to 53.9% for the fourth quarter of fiscal 2010.  Gross profit in the fourth quarter of fiscal 2011was impacted by $5.8 million of LIFO accounting charges compared to $2.4 million of LIFO accounting charges and $0.8 million of purchase accounting charges in the fourth quarter of fiscal 2010.

 

Consolidated gross margins, as adjusted, for the fourth quarter were 54.8% compared to 55.9% in the fourth quarter of fiscal 2010.  The decrease in gross margins in the fourth quarter, as adjusted, was primarily due to the impact of higher product costs particularly at Ben Sherman, partially offset by a change in sales mix towards higher gross margin branded sales and direct to consumer sales as a percentage of consolidated net sales.

 

SG&A for the fourth quarter of fiscal 2011 was $93.6 million, or 46.9% of net sales, compared to $80.9 million, or 51.3% of net sales in the fourth quarter of fiscal 2010.  The dollar increase in SG&A was primarily due to $10.7 million of SG&A associated with Lilly Pulitzer during the fourth quarter of fiscal 2011 compared to $3.2 million in the fourth quarter of fiscal 2010, increased costs associated with retail stores and certain

 

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infrastructure costs related to the Tommy Bahama international expansion. These increases in SG&A were partially offset by life insurance proceeds of approximately $1.2 million.

 

SG&A as a percentage of net sales, as adjusted, was 47.5% and 50.2% in the fourth quarter of fiscal 2011 and the fourth quarter of fiscal 2010, respectively. The decrease in SG&A as a percentage of net sales reflects the leveraging of SG&A as certain operating costs do not fluctuate with sales.

 

Royalties and other income was $4.2 million, comparable to the fourth quarter of fiscal 2010.

 

Consolidated operating income, as adjusted, increased 41% to $18.8 million in the fourth quarter of fiscal 2011 from $13.3 million for the fourth quarter of fiscal 2010. On a U.S. GAAP basis, consolidated operating income in the fourth quarter was $13.6 million compared to $8.1 million in the prior year.  The increase in operating income was primarily due to the strong operating results at Tommy Bahama and the inclusion of a full quarter of operating income for Lilly Pulitzer compared to only six weeks in the fourth quarter of fiscal 2010.

 

Interest expense for the fourth quarter of fiscal 2011 was $3.5 million compared to $4.8 million in the fourth quarter of fiscal 2010. The decrease in interest expense was primarily due to the Company’s repurchase of $45.0 million aggregate principal amount of its 11.375% Senior Secured Notes during the second and third quarters of fiscal 2011.

 

For fiscal 2011, consolidated net sales increased 26% to $758.9 million compared to $603.9 million in fiscal 2010.  Consolidated gross margins improved slightly in fiscal 2011 to 54.4% from 54.2% in fiscal 2010.  Consolidated SG&A as a percentage of net sales improved to 47.2% in fiscal 2011 from 50.0% in fiscal 2010.  Consolidated operating margins for the year rose to 9.1% compared to 6.7% in the prior year.

 

As adjusted, consolidated gross margins increased to 55.3% in fiscal 2011 from 55.0% in fiscal 2010.  Consolidated SG&A, as adjusted, as a percentage of net sales was 47.4% in fiscal 2011 compared to 49.7% in fiscal 2010.  For the year, consolidated operating margins, as adjusted, increased significantly to 10.1% in fiscal 2011 compared to 7.8% in the prior year.

 

Balance Sheet and Liquidity

 

Total inventories at January 28, 2012 increased 21% to $103.4 million, compared to $85.3 million at January 29, 2011.  The increase in inventories was primarily to support anticipated sales growth as well as the timing of spring 2012 shipments, which were received earlier in fiscal 2011 compared to fiscal 2010, and the increased product cost of inventories at January 28, 2012. Receivables increased to $59.7 million from $50.2 million primarily due to the increased wholesale sales in the last two months of fiscal 2011 compared to the last two months of fiscal 2010.

 

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As of January 28, 2012, the Company had total debt of $106.0 million compared to $147.1 million at January 29, 2011, consisting primarily of the Company’s 11.375% Senior Secured Notes.  At the end of the fourth quarter of fiscal 2011, the Company had $13.4 million of cash on hand, $148.1 million of availability under its U.S. revolving credit facility and $3.2 million in unused availability under its U.K. revolving credit facility.

 

Cash flow from operations was $44.6 million in fiscal 2011 compared to $35.7 million in the prior year primarily due to higher earnings.

 

Dividend

 

The Company announced that its Board of Directors has declared a cash dividend of $0.15 per share payable on April 27, 2012 to shareholders of record as of the close of business on April 13, 2012. This represents a 15% increase from the dividend paid in the fourth quarter of fiscal 2011.  The Company has paid dividends every quarter since it became publicly owned in 1960.

 

Outlook for Fiscal 2012

 

Significant investments by the Company in fiscal 2012 are expected to drive long-term growth for its brands.  Investment highlights include:

 

·                  Tommy Bahama plans to increase its U.S. store count by 10-12 stores in fiscal 2012.  These plans include a retail store and restaurant on Fifth Avenue in New York, slated to open in late fall, as well as a high profile store on Michigan Avenue in Chicago planned to open late summer.

 

·                  Tommy Bahama’s international investments include capital expenditures and expenses associated with building the Tommy Bahama platform in Asia, costs associated with a store and restaurant in Tokyo (Ginza) and costs associated with stores in Macau and Singapore.

 

·                  Lilly Pulitzer is expected to open three or four stores in fiscal 2012 and will continue to invest in systems and people to support a rapidly growing business.

 

·                  Ongoing development of the Company’s information technology and distribution center infrastructure to support growth in e-commerce.

 

The Company has the opportunity to refinance its $105 million of 11.375% Senior Secured Notes at par plus a half-coupon premium at the first call date in July 2012. The Company expects to redeem the notes and refinance the debt at a lower interest rate.

 

For fiscal year 2012, which ends on February 2, 2013, the Company expects solid sales and earnings growth, with sales growing at a slightly faster pace than earnings due to the

 

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investments described above.  The Company expects net sales of $840 million to $855 million in fiscal 2012 compared to $758.9 million in fiscal 2011.  Adjusted earnings per diluted share are expected to be between $2.70 and $2.80 excluding approximately $9 million in anticipated charges associated with refinancing the senior secured notes and approximately $2.4 million associated with a change in the fair value of contingent consideration.  On a U.S. GAAP basis, earnings per diluted share are expected to be between $2.26 and $2.36.

 

The earnings estimates above include the impact of approximately $12 million of expenses associated with the Tommy Bahama Asian roll-out and the New York store opening, with approximately $2 million of these costs expected to occur in the first quarter of fiscal 2012.

 

For the year, the Company expects Tommy Bahama and Lilly Pulitzer net sales to increase approximately 15% and relatively flat net sales at Ben Sherman and Lanier Clothes. The Company anticipates that the first and fourth quarters will be the Company’s largest quarters, both in terms of net sales and operating income.  Conversely, with retail demand for the Company’s brands being weakest in the third quarter, the Company expects that its lowest operating margins will, as in the past, occur in the third quarter.

 

For the first half of the year, particularly in the first quarter, higher product costs will impact gross margins.  The Company expects year over year gross margins to improve in the second half of the year, with slightly higher consolidated gross margins for the full year.

 

SG&A is expected to rise at a pace slightly higher than the planned increase in net sales. Depreciation and amortization of intangible assets are expected to be approximately $28 million in fiscal 2012.  Royalty income is expected to be flat with fiscal 2011.

 

The $3.5 million of interest expense for the fourth quarter of fiscal 2011 should approximate interest expense for each of the first two quarters of fiscal 2012.  The Company’s earnings guidance assumes a reduction in interest expense of approximately 30% to $11 million for the full year due to the anticipated refinancing of its senior secured notes.  Changes in market conditions or other factors could impact this assumption.

 

The effective tax rate for fiscal 2012 is anticipated to rise to approximately 38% compared to an effective tax rate of 32.8% in fiscal 2011.  The fiscal 2011 effective tax rate benefited from certain discrete items.

 

In fiscal 2011, capital expenditures were $35.3 million.  Capital expenditures for fiscal 2012 are expected to approach $60 million as the Company increases its pace of retail store openings, including Tommy Bahama’s high profile stores in New York and Chicago, Tommy Bahama’s international roll-out, three or four new Lilly Pulitzer stores,

 

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remodeling costs for existing stores and continued investment in information technology and distribution center enhancements.

 

The Company expects net sales in the first quarter of fiscal 2012 to be in the range of $220 million to $230 million compared to net sales of $208.3 million in the first quarter of fiscal 2011.  Earnings per diluted share for the first quarter of 2012 are expected to be approximately flat with last year due to the impact of increased product costs and expenses to support growth initiatives.

 

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 13, 2012.  To access the telephone replay, participants should dial (858) 384-5517.  The access code for the replay is 9719644.  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 a global apparel company which designs, sources, markets and distributes products bearing the trademarks of its owned and licensed brands. Oxford’s brands include Tommy Bahama®, Lilly Pulitzer®, Ben Sherman®, Oxford Golf®, Arnold Brant® and Billy London®. The Company also holds exclusive licenses to produce and sell certain product categories under the Kenneth Cole®, Geoffrey Beene®, Dockers® and Ike Behar® labels. The Company operates retail stores, restaurants and Internet websites. The Company also has license arrangements with select third parties to produce and sell certain product categories under its Tommy Bahama, Lilly Pulitzer and Ben Sherman brands. Oxford’s wholesale customers include department stores, specialty stores, national chains, specialty catalogs and Internet retailers. 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, particularly in light of general economic uncertainty that continues to prevail, demand for our products, timing of shipments requested by our wholesale customers, expected

 

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pricing levels, competitive conditions, the timing and cost of planned capital expenditures, costs of products and raw materials we purchase, costs of labor, access to capital and/or credit markets, acquisition and disposition activities, 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 Annual Report on Form 10-K for the period ended January 29, 2011 under the heading “Risk Factors” and those described from time to time in our future reports filed with the SEC.

 

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OXFORD INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

(in thousands, except per share amounts)

 

 

 

Fourth
Quarter
Fiscal

2011

 

Fourth
Quarter
Fiscal
2010

 

Full
Year
Fiscal
2011

 

Full
Year
Fiscal
2010

 

Net sales

 

$

199,679

 

$

157,714

 

$

758,913

 

$

603,947

 

Cost of goods sold

 

96,047

 

72,717

 

345,944

 

276,540

 

Gross profit

 

103,632

 

84,997

 

412,969

 

327,407

 

SG&A

 

93,635

 

80,928

 

358,582

 

301,975

 

Change in fair value of contingent consideration

 

600

 

200

 

2,400

 

200

 

Royalties and other operating income

 

4,170

 

4,212

 

16,820

 

15,430

 

Operating income

 

13,567

 

8,081

 

68,807

 

40,662

 

Interest expense, net

 

3,489

 

4,772

 

16,266

 

19,887

 

Loss on repurchase of senior secured notes

 

 

 

9,017

 

 

Earnings from continuing operations before income taxes

 

10,078

 

3,309

 

43,524

 

20,775

 

Income taxes

 

3,026

 

1,596

 

14,281

 

4,540

 

Earnings from continuing operations

 

7,052

 

1,713

 

29,243

 

16,235

 

 

 

 

 

 

 

 

 

 

 

Earnings from discontinued operations, net of taxes

 

 

51,679

 

137

 

62,423

 

Net earnings

 

$

7,052

 

$

53,392

 

$

29,380

 

$

78,658

 

Earnings from continuing operations per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.43

 

$

0.10

 

$

1.77

 

$

0.98

 

Diluted

 

$

0.43

 

$

0.10

 

$

1.77

 

$

0.98

 

Earnings from discontinued operations, net of taxes, per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.00

 

$

3.12

 

$

0.01

 

$

3.77

 

Diluted

 

$

0.00

 

$

3.12

 

$

0.01

 

$

3.77

 

Net earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.43

 

$

3.23

 

$

1.78

 

$

4.76

 

Diluted

 

$

0.43

 

$

3.22

 

$

1.78

 

$

4.75

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

16,509

 

16,552

 

16,510

 

16,537

 

Diluted

 

16,528

 

16,562

 

16,529

 

16,551

 

Dividends declared per common share

 

$

0.13

 

$

0.11

 

$

0.52

 

$

0.44

 

 

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OXFORD INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par amounts)

 

 

 

January 28,
2012

 

January 29,
2011

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

13,373

 

$

44,094

 

Receivables, net

 

59,706

 

50,177

 

Inventories, net

 

103,420

 

85,338

 

Prepaid expenses, net

 

19,041

 

12,554

 

Deferred tax assets

 

19,733

 

19,005

 

Assets related to discontinued operations, net

 

 

57,745

 

Total current assets

 

215,273

 

268,913

 

Property and equipment, net

 

93,206

 

83,895

 

Intangible assets, net

 

165,193

 

166,680

 

Goodwill

 

16,495

 

16,866

 

Other non-current assets, net

 

19,040

 

22,117

 

Total Assets

 

$

509,207

 

$

558,471

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Trade accounts payable and other accrued expenses

 

$

89,149

 

$

83,211

 

Accrued compensation

 

23,334

 

23,095

 

Contingent consideration earned and payable

 

2,500

 

 

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

 

2,571

 

 

Liabilities related to discontinued operations

 

 

40,785

 

Total current liabilities

 

117,554

 

147,091

 

Long-term debt, less current maturities

 

103,405

 

147,065

 

Non-current contingent consideration

 

10,645

 

10,745

 

Other non-current liabilities

 

38,652

 

44,696

 

Non-current deferred income taxes

 

34,882

 

28,846

 

Commitments and contingencies

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Common stock, $1.00 par value per common share

 

16,522

 

16,511

 

Additional paid-in capital

 

99,670

 

96,597

 

Retained earnings

 

111,551

 

90,739

 

Accumulated other comprehensive loss

 

(23,674

)

(23,819

)

Total shareholders’ equity

 

204,069

 

180,028

 

Total Liabilities and Shareholders’ Equity

 

$

509,207

 

$

558,471

 

 

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OXFORD INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

 

 

 

Fiscal 2011

 

Fiscal 2010

 

Cash Flows From Operating Activities:

 

 

 

 

 

Earnings from continuing operations

 

$

29,243

 

$

16,235

 

Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

25,959

 

18,216

 

Amortization of intangible assets

 

1,195

 

973

 

Change in fair value of contingent consideration

 

2,400

 

200

 

Amortization of deferred financing costs and bond discount

 

1,662

 

1,952

 

Loss on repurchase of senior notes

 

9,017

 

 

Stock compensation expense

 

2,180

 

4,549

 

Deferred income taxes

 

5,375

 

(4,620

)

Changes in working capital, net of acquisitions and dispositions:

 

 

 

 

 

Receivables

 

(9,740

)

162

 

Inventories

 

(18,332

)

(17,920

)

Prepaid expenses

 

(6,030

)

(369

)

Current liabilities

 

6,074

 

22,340

 

Other non-current assets

 

1,684

 

(1,260

)

Other non-current liabilities

 

(6,042

)

(4,767

)

Net cash provided by operating activities

 

44,645

 

35,691

 

Cash Flows From Investing Activities:

 

 

 

 

 

Acquisitions, net of cash acquired

 

(398

)

(58,303

)

Purchases of property and equipment

 

(35,310

)

(13,328

)

Other

 

 

78

 

Net cash used in investing activities

 

(35,708

)

(71,553

)

Cash Flows From Financing Activities:

 

 

 

 

 

Repayment of revolving credit arrangements

 

(112,212

)

(172,082

)

Proceeds from revolving credit arrangements

 

114,835

 

172,082

 

Repurchase of senior notes

 

(52,175

)

 

Repayment of company owned life insurance policy loans

 

 

(4,125

)

Proceeds from issuance of common stock

 

2,731

 

177

 

Repurchase of common stock

 

(1,827

)

 

Dividends on common stock

 

(8,568

)

(7,275

)

Net cash used in financing activities

 

(57,216

)

(11,223

)

Cash Flows from Discontinued Operations:

 

 

 

 

 

Net operating cash flows provided by (used in) discontinued operations

 

13,735

 

(19,930

)

Net investing cash flows provided by discontinued operations

 

3,744

 

102,790

 

Net cash provided by discontinued operations

 

17,479

 

82,860

 

 

 

 

 

 

 

Net change in cash and cash equivalents

 

(30,800

)

35,775

 

Effect of foreign currency translation on cash and cash equivalents

 

79

 

31

 

Cash and cash equivalents at the beginning of year

 

44,094

 

8,288

 

Cash and cash equivalents at the end of year

 

$

13,373

 

$

44,094

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid for interest, net, including interest paid for discontinued operations

 

$

15,033

 

$

18,560

 

Cash paid for income taxes, including income taxes paid for discontinued operations

 

$

40,839

 

$

20,859

 

 

(More)

 



 

OXFORD INDUSTRIES, INC.

OPERATING GROUP INFORMATION

(UNAUDITED)

(in thousands)

 

 

 

Fourth
Quarter
Fiscal 2011

 

Fourth
Quarter

Fiscal 2010

 

Full
Year
Fiscal 2011

 

Full
Year
Fiscal 2010

 

Net Sales

 

 

 

 

 

 

 

 

 

Tommy Bahama

 

$

127,610

 

$

108,925

 

$

452,156

 

$

398,510

 

Lilly Pulitzer

 

23,131

 

5,959

 

94,495

 

5,959

 

Ben Sherman

 

25,930

 

20,892

 

91,435

 

86,920

 

Lanier Clothes

 

19,776

 

19,749

 

108,771

 

103,733

 

Corporate and Other

 

3,232

 

2,189

 

12,056

 

8,825

 

Total

 

$

199,679

 

$

157,714

 

$

758,913

 

$

603,947

 

Operating Income

 

 

 

 

 

 

 

 

 

Tommy Bahama

 

$

18,790

 

$

15,608

 

$

64,171

 

$

51,081

 

Lilly Pulitzer

 

2,014

 

(372

)

14,278

 

(372

)

Ben Sherman

 

(254

)

(4,272

)

(2,535

)

(2,664

)

Lanier Clothes

 

1,543

 

1,803

 

12,862

 

14,316

 

Corporate and Other

 

(8,526

)

(4,686

)

(19,969

)

(21,699

)

Total Operating Income

 

$

13,567

 

$

8,081

 

$

68,807

 

$

40,662

 

 

(More)

 


 


 

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

AS ADJUSTED (UNAUDITED)

 

Set forth below is our reconciliation of certain operating results information, presented in accordance with generally accepted accounting principles, or U.S. GAAP, to the operating results information, as adjusted, for certain historical periods. 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, as adjusted, provides useful information to investors because this allows investors to make decisions based on our ongoing operations. We use the operating results, as adjusted, to discuss our business with investment institutions, our board of directors and others. Further, we believe that presenting our results, as adjusted, provides useful information to investors because this allows investors to compare our results for the periods presented to other periods.

 

 

 

Fourth
Quarter

Fiscal
2011

 

Fourth
Quarter

Fiscal
2010

 

Full
Year
Fiscal
2011

 

Full
Year
Fiscal
2010

 

 

 

(in thousands, except per share amounts)

 

As reported

 

 

 

 

 

 

 

 

 

Net sales

 

$

199,679

 

$

157,714

 

$

758,913

 

$

603,947

 

Gross profit

 

$

103,632

 

$

84,997

 

$

412,969

 

$

327,407

 

Gross margin (gross profit as percentage of net sales)

 

51.9

%

53.9

%

54.4

%

54.2

%

SG&A

 

$

93,635

 

$

80,928

 

$

358,582

 

$

301,975

 

SG&A as percentage of net sales

 

46.9

%

51.3

%

47.2

%

50.0

%

Operating income

 

$

13,567

 

$

8,081

 

$

68,807

 

$

40,662

 

Operating margin (operating income as percentage of net sales)

 

6.8

%

5.1

%

9.1

%

6.7

%

Earnings from continuing operations before income taxes

 

$

10,078

 

$

3,309

 

$

43,524

 

$

20,775

 

Earnings from continuing operations

 

$

7,052

 

$

1,713

 

$

29,243

 

$

16,235

 

Diluted earnings from continuing operations per common share

 

$

0.43

 

$

0.10

 

$

1.77

 

$

0.98

 

Weighted average common shares outstanding – diluted

 

16,528

 

16,562

 

16,529

 

16,551

 

 

(More)

 



 

 

 

Fourth
Quarter

Fiscal
2011

 

Fourth
Quarter

Fiscal
2010

 

Full
Year
Fiscal
2011

 

Full
Year
Fiscal
2010

 

 

 

(in thousands, except per share amounts)

 

Increase/(decrease) in earnings from continuing operations

 

 

 

 

 

 

 

 

 

LIFO accounting (1)

 

$

5,766

 

$

2,430

 

$

5,772

 

$

3,792

 

Purchase accounting adjustments:

 

 

 

 

 

 

 

 

 

Inventory write-up costs (2)

 

$

 

$

764

 

$

996

 

$

764

 

Acquisition costs (3)

 

$

 

$

848

 

$

 

$

848

 

Restructuring and other charges (4)

 

$

 

$

3,212

 

$

 

$

3,212

 

Change in estimate related to an environmental reserve liability (5)

 

$

 

$

(2,242

)

$

 

$

(2,242

)

Life insurance death benefit gain (6)

 

$

(1,155

)

$

 

$

(1,155

)

$

 

Change in fair value of contingent consideration (7)

 

$

600

 

$

200

 

$

2,400

 

$

200

 

Loss on repurchase of senior notes (8)

 

$

 

$

 

$

9,017

 

$

 

Impact of income taxes (9)

 

$

(2,244

)

$

(1,595

)

$

(6,510

)

$

(2,030

)

Adjustment to earnings from continuing operations

 

$

2,967

 

$

3,617

 

$

10,520

 

$

4,544

 

As adjusted

 

 

 

 

 

 

 

 

 

Gross profit

 

$

109,398

 

$

88,191

 

$

419,737

 

$

331,963

 

Gross margin (gross profit as percentage of net sales)

 

54.8

%

55.9

%

55.3

%

55.0

%

SG&A

 

$

94,790

 

$

79,110

 

$

359,737

 

$

300,157

 

SG&A as a percentage of net sales

 

47.5

%

50.2

%

47.4

%

49.7

%

Operating income

 

$

18,778

 

$

13,293

 

$

76,820

 

$

47,236

 

Operating margin (operating income as percentage of net sales)

 

9.4

%

8.4

%

10.1

%

7.8

%

Earnings from continuing operations before income taxes

 

$

15,289

 

$

8,521

 

$

60,554

 

$

27,349

 

Earnings from continuing operations

 

$

10,019

 

$

5,330

 

$

39,763

 

$

20,779

 

Diluted earnings from continuing operations per common share

 

$

0.61

 

$

0.32

 

$

2.41

 

$

1.26

 

 

(More)

 



 

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

 


(1)

 

LIFO accounting reflects the impact on cost of goods sold in our consolidated statements of earnings resulting from LIFO accounting adjustments in each period. LIFO accounting adjustments are included in Corporate and Other for operating group reporting purposes.

(2)

 

Inventory write-up costs, which are included in cost of goods sold in our consolidated statements of earnings, reflect the impact of purchase accounting adjustments resulting from the write-up of inventory at acquisition related to the December 2010 acquisition of the Lilly Pulitzer brand and operations. These charges were reflected in the Lilly Pulitzer operating group results of operations.

(3)

 

Acquisition costs, which are included in SG&A in our consolidated statements of earnings, reflect the transaction costs associated with our acquisition of the Lilly Pulitzer brand and operations in the fourth quarter of fiscal 2010. These acquisition costs are included in SG&A in Corporate and Other for operating group reporting purposes.

(4)

 

Restructuring and other charges included in the fourth quarter of fiscal 2010, which are included in SG&A in our consolidated statements of earnings, primarily relate to Ben Sherman’s termination of certain retail store leases and the impairment of certain assets. These charges were reflected in the Ben Sherman operating group results of operations.

(5)

 

Change in estimate related to an environmental reserve liability reflects the impact on Corporate and Other SG&A resulting from the reduction in estimated costs to remediate a property with an existing environmental reserve liability.

(6)

 

Life insurance death benefit gain reflects the proceeds received related to a corporate owned life insurance policy less the cash surrender value of the policy. This gain is included in Corporate and Other operating results. The death benefit is non-taxable income.

(7)

 

Change in fair value of contingent consideration reflects the statement of earnings impact resulting from the change in fair value of contingent consideration pursuant to the earnout agreement with the sellers of the Lilly Pulitzer brand and operations. Pursuant to the purchase method of accounting, the fair value of contingent consideration was reflected in the opening balance sheet of the acquired company. This amount must be reassessed periodically and recorded at fair value in our consolidated balance sheets, with the changes in the estimated fair value of the contingent consideration, if any, recognized in our consolidated statements of earnings. The periodic assessment of fair value is based on assumptions regarding the probability of the payment of all or part of the contingent consideration, cash flows of the Lilly Pulitzer operations and discount rates, among other factors. The change in fair value of contingent consideration is recorded quarterly with the passage of time as the payment date of the contingent consideration approaches and additional amounts may also be recognized as an increase or decrease in the expense as a result of the periodic assessment of fair value. A change in assumptions could result in a material change to the fair value of the contingent consideration. The change in fair value of contingent consideration is reflected in the Lilly Pulitzer operating group results of operations.

(8)

 

Loss on repurchase of senior notes reflects the loss attributable to the repurchase of a portion of our 11.375% Senior Secured Notes.

(9)

 

Impact of income taxes reflects the estimated earnings from continuing operations tax impact of the above adjustments.

 

(More)

 



 

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

 

Set forth below is our reconciliation, in thousands, 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 certain historical periods. 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 income (loss), as adjusted, provides useful information to investors because this allows investors to make decisions based on our ongoing operating group results. We use the operating income (loss), as adjusted, to discuss our operating groups with investment institutions, our board of directors and others. Further, we believe that presenting our operating results, as adjusted, 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 of Fiscal 2011

 

 

 

Operating
income (loss),
as reported

 

LIFO
accounting

 

Change in fair
value of
contingent
consideration

 

Life insurance
death benefit
gain

 

Operating
income (loss),
as adjusted

 

Tommy Bahama

 

$

18,790

 

$

 

$

 

$

 

$

18,790

 

Lilly Pulitzer (1)

 

2,014

 

 

600

 

 

2,614

 

Ben Sherman

 

(254

)

 

 

 

(254

)

Lanier Clothes

 

1,543

 

 

 

 

1,543

 

Corporate and Other (2) (3)

 

(8,526

)

5,766

 

 

(1,155

)

(3,915

)

Total

 

$

13,567

 

$

5,766

 

$

600

 

$

(1,155

)

$

18,778

 

 

 

 

Fourth Quarter of Fiscal 2010

 

 

 

Operating
income
(loss), as
reported

 

LIFO
accounting

 

Purchase
accounting
charges

 

Change in
fair value of
contingent
consideration

 

Restructuring
and other
charges

 

Change in
estimate
related to
environmental
reserve
liability

 

Operating
income
(loss), as
adjusted

 

Tommy Bahama

 

$

15,608

 

$

 

$

 

$

 

$

 

$

 

$

15,608

 

Lilly Pulitzer (1)(4) 

 

(372

)

 

764

 

200

 

 

 

592

 

Ben Sherman (5)

 

(4,272

)

 

 

 

3,212

 

 

(1,060

)

Lanier Clothes

 

1,803

 

 

 

 

 

 

1,803

 

Corporate and Other (2)(4)(6)

 

(4,686

)

2,430

 

848

 

 

 

(2,242

)

(3,650

)

Total

 

$

8,081

 

$

2,430

 

$

1,612

 

$

200

 

$

3,212

 

$

(2,242

)

$

13,293

 

 

(More)

 



 

 

 

Full Year Fiscal 2011

 

 

 

Operating
income
(loss), as
reported

 

LIFO
accounting

 

Change in
fair value of
contingent
consideration

 

Purchase
accounting
charges

 

Life
insurance
death benefit
gain

 

Operating
income
(loss), as
adjusted

 

Tommy Bahama

 

$

64,171

 

$

 

$

 

$

 

$

 

$

64,171

 

Lilly Pulitzer (1)(4)

 

14,278

 

 

2,400

 

996

 

 

17,674

 

Ben Sherman

 

(2,535

)

 

 

 

 

(2,535

)

Lanier Clothes

 

12,862

 

 

 

 

 

12,862

 

Corporate and Other (2)(3) 

 

(19,969

)

5,772

 

 

 

(1,155

)

(15,352

)

Total

 

$

68,807

 

$

5,772

 

$

2,400

 

$

996

 

$

(1,155

)

$

76,820

 

 

 

 

Full Year Fiscal 2010

 

 

 

Operating
income
(loss), as
reported

 

LIFO
accounting

 

Change in
fair value of
contingent
consideration

 

Purchase
accounting
charges

 

Restructuring
and other
charges

 

Change in
estimate
related to
environmental
reserve
liability

 

Operating
income
(loss), as
adjusted

 

Tommy Bahama

 

$

51,081

 

$

 

$

 

$

 

$

 

$

 

$

51,081

 

Lilly Pulitzer (1)(4) 

 

(372

)

 

200

 

764

 

 

 

592

 

Ben Sherman (5)

 

(2,664

)

 

 

 

3,212

 

 

548

 

Lanier Clothes

 

14,316

 

 

 

 

 

 

14,316

 

Corporate and Other (2)(4)(6)

 

(21,699

)

3,792

 

 

848

 

 

(2,242

)

(19,301

)

Total

 

$

40,662

 

$

3,792

 

$

200

 

$

1,612

 

$

3,212

 

$

(2,242

)

$

47,236

 

 

(More)

 



 

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

 


(1)          Change in fair value of contingent consideration reflects the statement of earnings impact resulting from the change in fair value of contingent consideration pursuant to the earnout agreement with the sellers of the Lilly Pulitzer brand and operations. Pursuant to the purchase method of accounting, the fair value of contingent consideration was reflected in the opening balance sheet of the acquired company. This amount must be reassessed periodically and recorded at fair value in our consolidated balance sheets, with the changes in the estimated fair value of the contingent consideration, if any, recognized in our consolidated statements of earnings. The periodic assessment of fair value is based on assumptions regarding the probability of the payment of all or part of the contingent consideration, cash flows of the Lilly Pulitzer operations and discount rates, among other factors. The change in fair value of contingent consideration is recorded quarterly with the passage of time as the payment date of the contingent consideration approaches and additional amounts may also be recognized as an increase or decrease in the expense as a result of the periodic assessment of fair value. A change in assumptions could result in a material change to the fair value of the contingent consideration.

(2)          LIFO accounting reflects the impact on cost of goods sold in our consolidated statements of earnings resulting from LIFO accounting adjustments in each period.

(3)          Life insurance death benefit gain reflects the proceeds received related to a corporate owned life insurance policy less the cash surrender value of the policy. The death benefit is non-taxable income.

(4)          Purchase accounting adjustments reflect the inventory write-up costs, which are included in cost of goods sold in Lilly Pulitzer, and acquisition costs, which are included in SG&A in Corporate and Other. The inventory write-up costs reflect the purchase accounting adjustments resulting from the write-up of inventory at acquisition related to the December 2010 acquisition of the Lilly Pulitzer brand and operations. The amount of inventory write-up was charged to cost of goods sold in the fourth quarter of fiscal 2010 and the first quarter of fiscal 2011 as the acquired inventory was sold. Acquisition costs reflect the transaction costs associated with our acquisition of the Lilly Pulitzer brand and operations. We do not anticipate any purchase accounting adjustments for inventory write-up costs or acquisition costs related to the Lilly Pulitzer acquisition in future periods. 

(5)          Restructuring and other charges included in the fourth quarter of fiscal 2010, which are included in SG&A in our consolidated statements of earnings, primarily relate to Ben Sherman’s termination of certain retail store leases and the impairment of certain assets.

(6)          Change in estimate related to an environmental reserve liability reflects the impact on Corporate and Other SG&A resulting from the reduction in estimated costs to remediate a property with an existing environmental reserve liability.

 

(More)

 



 

RECONCILIATION OF EARNINGS FROM CONTINUING OPERATIONS PER DILUTED SHARE PRESENTED IN ACCORDANCE WITH U.S. GAAP TO EARNINGS FROM CONTINUING OPERATIONS PER DILUTED SHARE, AS ADJUSTED (UNAUDITED)

 

Set forth below is our reconciliation of reported or reportable earnings from continuing operations per diluted share for certain historical and future periods, each presented in accordance with U.S. GAAP, to the earnings per diluted share, as adjusted, for each respective period. 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 earnings per diluted share, as adjusted, provides useful information to investors because this allows investors to make decisions based on our ongoing operations. We use the earnings per diluted share, as adjusted, to discuss our business with investment institutions, our board of directors and others. Further, we believe that presenting earnings per diluted share, as adjusted, provides useful information to investors because this allows investors to compare our results for the periods presented to other periods. Note that columns may not add due to rounding.

 

 

 

Fourth
Quarter
Fiscal
2011

 

Fourth
Quarter
Fiscal
2011

 

Fourth
Quarter
Fiscal
2010

 

Full
Year
Fiscal
2011

 

Full
Year
Fiscal
2011

 

Full
Year
Fiscal
 2010

 

 

 

Actual

 

Guidance (1)

 

Actual

 

Actual

 

Guidance (1)

 

Actual

 

Earnings from continuing operations per diluted share:

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. GAAP basis

 

$

0.43

 

$0.48 - $0.53

 

$

0.10

 

$

1.77

 

$1.82 - $1.87

 

$

0.98

 

LIFO accounting adjustments (2)

 

$

0.23

 

 

$

0.10

 

$

0.23

 

 

$

0.16

 

Purchase accounting adjustments (3)

 

 

 

$

0.07

 

$

0.04

 

$0.04

 

$

0.07

 

Change in fair value of contingent consideration (4)

 

$

0.02

 

$0.02

 

$

0.01

 

$

0.09

 

$0.09

 

$

0.01

 

Life insurance death benefit gain (5)

 

$

(0.07

)

 

 

$

(0.07

)

 

 

Restructuring and other charges (6)

 

 

 

$

0.13

 

 

 

$

0.13

 

Change in estimate related to environmental reserve liability (7)

 

 

 

$

(0.09

)

 

 

$

(0.09

)

Loss on repurchase of senior notes (8)(10)

 

 

 

 

$

0.35

 

$0.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As adjusted

 

$

0.61

 

$0.50 - $0.55

 

$

0.32

 

$

2.41

 

$2.30 - $2.35

 

$

1.26

 

 

(More)

 



 

 

 

First Quarter
Fiscal 2012

 

First Quarter
Fiscal 2011

 

Full Year
Fiscal 2012

 

Full Year
Fiscal 2011

 

 

 

Guidance (9)

 

Actual

 

Guidance (9)

 

Actual

 

Earnings from continuing operations per diluted share:

 

 

 

 

 

 

 

 

 

U.S. GAAP basis

 

$1.03 - $1.08

 

$

1.03

 

$2.26 - $2.36

 

$

1.77

 

LIFO accounting adjustments (2)

 

 

$

(0.02

)

 

$

0.23

 

Purchase accounting adjustments (3)

 

 

$

0.04

 

 

$

0.04

 

Change in fair value of contingent consideration (4)

 

$0.02

 

$

0.02

 

$0.09

 

$

0.09

 

Life insurance death benefit gain (5)

 

 

 

 

$

(0.07

)

Loss on repurchase of senior notes (8) (10)

 

 

 

$0.35

 

$

0.35

 

 

 

 

 

 

 

 

 

 

 

 

 

As adjusted

 

$1.05 - $1.10

 

$

1.07

 

$2.70 - $2.80

 

$

2.41

 

 

(More)

 



 

NOTES TO RECONCILIATIONS OF EARNINGS FROM CONTINUING OPERATIONS PER DILUTED SHARE PRESENTED IN ACCORDANCE WITH U.S. GAAP TO EARNINGS FROM CONTINUING OPERATIONS PER DILUTED SHARE, AS ADJUSTED (UNAUDITED)

 


(1)               Guidance as issued on December 6, 2011.

(2)               LIFO accounting reflects the impact, net of income taxes, on earnings from continuing operations per diluted share resulting from LIFO accounting adjustments in each period. No estimate for future LIFO accounting adjustments are reflected in the guidance for any period presented.

(3)               Purchase accounting adjustments reflect the impact, net of income taxes, on earnings from continuing operations per diluted share resulting from the inventory write-up costs, which are included in cost of goods sold in Lilly Pulitzer, and acquisition costs, which are included in SG&A in Corporate and Other. The inventory write-up costs reflect the purchase accounting adjustments resulting from the write-up of inventory at acquisition related to the December 2010 acquisition of the Lilly Pulitzer brand and operations. The amount of inventory write-up was charged to cost of goods sold in the fourth quarter of fiscal 2010 and the first quarter of fiscal 2011 as the acquired inventory was sold. Acquisition costs reflect the transaction costs associated with our acquisition of the Lilly Pulitzer brand and operations. We do not anticipate any purchase accounting adjustments for inventory write-up costs or acquisition costs related to the acquisition of the Lilly Pulitzer brand and operations in future periods.

(4)               Change in fair value of contingent consideration reflects the statement of earnings impact resulting from the change in fair value of contingent consideration pursuant to the earnout agreement with the sellers of the Lilly Pulitzer brand and operations. Pursuant to the purchase method of accounting, the fair value of contingent consideration was reflected in the opening balance sheet of the acquired company. This amount must be reassessed periodically and recorded at fair value in our consolidated balance sheets, with the changes in the estimated fair value of the contingent consideration, if any, recognized in our consolidated statements of earnings. The periodic assessment of fair value is based on assumptions regarding the probability of the payment of all or part of the contingent consideration, cash flows of the Lilly Pulitzer operations and discount rates, among other factors. The change in fair value of contingent consideration is recorded quarterly with the passage of time as the payment date of the contingent consideration approaches and additional amounts may also be recognized as an increase or decrease in the expense as a result of the periodic assessment of fair value. A change in assumptions could result in a material change to the fair value of the contingent consideration.

(5)               Life insurance death benefit gain reflects the proceeds received related to a corporate owned life insurance policy less the cash surrender value of the policy. The death benefit is non-taxable income.

(6)               Restructuring and other charges reflect the impact, net of income taxes, on earnings from continuing operations per diluted share resulting from Ben Sherman’s termination of certain retail store leases and the impairment of certain assets in the fourth quarter of fiscal 2010.

(7)               Change in estimate related to an environmental reserve liability reflects the impact, net of income taxes, on earnings from continuing operations per diluted share on Corporate and Other SG&A resulting from the reduction in estimated costs to remediate a property with an existing environmental reserve liability.

(8)               Loss on repurchase of senior notes for fiscal 2011 reflects the impact, net of income taxes, on earnings from continuing operations per diluted share resulting from the loss attributable to the repurchase of a portion of our 11.375% Senior Secured Notes.

(9)               Guidance as issued on March 27, 2012.

(10)         Loss on repurchase of senior notes for fiscal 2012 reflects our estimate of the expected charge associated with the anticipated redemption of our 11.375% Senior Secured Notes in July 2012. These costs include payment of the 5.69% premium, as well as the write-off of applicable deferred financing costs. The actual loss could differ from this estimate depending on various factors.

 

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