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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 10, 2022

 

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.)

 

  

 

999 Peachtree Street, N.E., Suite 688, Atlanta, GA   30309  
(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)  

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))  

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered      
Common Stock, $1 par value OXM New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company                ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01Regulation FD Disclosure.

 

As announced by Oxford Industries, Inc. (the “Company”) in its press release on January 4, 2022, the Company will be presenting virtually at the ICR Conference 2022. The Company’s presentation is scheduled to begin at 2:30 p.m., Eastern time, on January 10, 2022 and will be webcast on the Company’s website at www.oxfordinc.com.

 

In connection with the presentation and related meetings with analysts and investors, the Company is announcing, among other things, that it had a strong Holiday selling season and is experiencing a strong start to the Resort selling season; as a result, the Company expects to exceed its previously issued sales and earnings guidance for the fourth quarter and full 2021 fiscal year, which end on January 29, 2022, as previously published by the Company in its press release issued on December 8, 2021. A copy of the Company’s press releases can be found under the Investor Relations tab of its website at www.oxfordinc.com.

 

In addition, the Company is furnishing as Exhibit 99.1 hereto a copy of the presentation materials that will be displayed during its presentation at the ICR Conference.

 

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.

 

Cautionary Statements Regarding Forward-Looking Statements

 

This Current Report on Form 8-K includes statements that constitute 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 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). Such statements are subject to a number of risks, uncertainties and assumptions including, without limitation, the impact of the coronavirus (COVID-19) pandemic on our business, operations and financial results, including due to uncertainties about scope and duration, future store closures or other restrictions (including reduced hours and capacity and/or operating requirements) due to government and health department mandates and/or recommendations, the effectiveness of store and restaurant re-openings (including impacts on consumer traffic) and supply chain disruptions, any or all of which may also affect many of the following risks; demand for our products, which may be impacted by competitive conditions and/or evolving consumer shopping patterns; macroeconomic factors that may impact consumer discretionary spending for apparel and related products; supply chain disruptions, including the potential lack of inventory to support demand for our products, which may be impacted by capacity constraints, closed factories, and cost and availability of freight deliveries; costs and availability of labor; costs of products as well as the raw materials used in those products; expected pricing levels; the timing of shipments requested by our wholesale customers; expected outcomes of pending or potential litigation and regulatory actions; cybersecurity breaches; changes in international, federal or state tax, trade and other laws and regulations, including the potential increase in the U.S. corporate federal income tax rate and/or imposition of additional duties; the ability of business partners, including suppliers, vendors, licensees and landlords, to meet their obligations to us and/or continue our business relationship to the same degree in light of current or future financial stress, staffing shortages, liquidity challenges and/or bankruptcy filings; weather; fluctuations and volatility in global financial markets; retention of and disciplined execution by key management; the timing and cost of store and restaurant openings and remodels, technology implementations and other capital expenditures; acquisition and disposition activities, including our ability to timely recognize expected synergies from acquisitions; the impact of any restructuring initiatives we may undertake; access to capital and/or credit markets; changes in accounting standards and related guidance; and factors that could affect our consolidated effective tax rate. Forward-looking statements reflect our expectations at the time such forward-looking statements are made, based on information available at such time, 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. Risk Factors contained in our Annual Report on Form 10-K for Fiscal 2020, and those described from time to time in our future reports filed with the SEC. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. 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.

 

 

 

 

Item 9.01Financial Statements and Exhibits.

 

(d)     Exhibits.

 

Exhibit
Number
 
99.1 Oxford Industries ICR Conference 2022 Investor Presentation

 

 

 

 

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.
   
January 10, 2022      /s/ Suraj A. Palakshappa
      Name: Suraj A. Palakshappa
      Title: Vice President-Law, General Counsel and Secretary

 

 

 

 

Exhibit 99.1

 

ICR Conference 2022

 

 

Introduction Thomas C. Chubb III Chairman, Chief Executive Officer and President

 

 

This presentation was prepared as o f January 10, 2022 , and any subsequent distribution, dissemination or reproduction of this presentation or any of its content is not an affirmation or restatement of any forward - looking statements contained herein. Forward - Looking Statements This presentation includes statements that constitute forward - looking statements. Such statements are subject to a number of ris ks, uncertainties and assumptions which could cause actual results to differ materially from those anticipated or projected, including, without li mitation, those identified under Part I, Item 1A. contained in our Annual Report on Form 10 - K for the period ended January 30, 2021 under the heading “Risk Factors,” those descri bed from time to time in subsequent reports filed with the SEC and those identified in our press release dated December 8, 2021 under the caption, “Safe Harbor”, all of whi ch are available under the Investor Relations tab of our website at oxfordinc.com. Those risks may not be the only risks which may impact our forward - looking statements. We disclai m 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. Cautionary Statement

 

 

OUR OBJECTIVE To maximize long - term shareholder value

 

 

OUR PURPOSE To make people happy OUR STRATEGY To own a portfolio of lifestyle brands that create sustained, profitable growth

 

 

2021E Revenue * 66% * Percentage excludes approximately $25 million of revenue from Lanier Apparel, which we exited in 2021

 

 

2021E Revenue * 26% * Percentage excludes approximately $25 million of revenue from Lanier Apparel, which we exited in 2021

 

 

8% Emerging Brands 2021E Revenue * * Percentage excludes approximately $25 million of revenue from Lanier Apparel, which we exited in 2021

 

 

DRIVING CUSTOMER HAPPINESS AND SHAREHOLDER VALUE First 9 Months of Fiscal Year 2021 202 0 2019 Total Revenue* $842M $527M $825M Gross Margin 63% 56% 58% Operating Margin 16% - 20% 9% Market Capitalization** $1.7B $1.1B $1.3B *Includes Lanier Apparel revenues of $25 million, $30 million, $75 million for 2021, 2020, and 2019, respectively **As of 12/31 of each respective year

 

 

What sets Oxford apart?

 

 

WE TAKE A LONG - TERM VIEW SUPPORTED BY • A portfolio - based approach • Operational strengths • Solid balance sheet and financial discipline • Opportunities for continued investment in well - defined brands

 

 

Passionate consumer base with strong emotional connection to our brands 5 Lifestyle Brands 80% DTC Sales 2M TTM Known Unique Brand Customers $340 Average Annual Spend

 

 

Superior product quality and innovation, supported by supply chain excellence, command premium pricing

 

 

Aspirational messaging drives customer engagement and solidifies each brand’s lifestyle positioning

 

 

Strong, profitable direct - to - consumer model complemented by awareness - driving wholesale distribution Direct 80% Wholesale 20% 2021E Revenue by Channel Retail 39% eCommerce 32% Restaurant 9% Wholesale 20%

 

 

GROWTH STRATEGIES 1. Organic growth within our existing brand portfolio ‒ Gro w awareness and acquire new customers ‒ Continue to increase loyalty and wallet share ‒ Product category expansion ‒ New bricks - and - mortar opportunities including Marlin Bars 2. Optimize infrastructure for profitable growth and continue to drive efficiencies across our platform 3. Pursue opportunistic and complementary acquisitions

 

 

CAPITAL ALLOCATION TO DRIVE SHAREHOLDER VALUE Dividends $28 million in 2021E dividends Investing in our brands $35 million to $40 million in 2021E capital expenditures Share repurchases New $150 million authorization Actively monitoring market M&A Activity

 

 

HOLIDAY AND RESORT UPDATE • Strong holiday and start to resort season • Expect to exceed previously issued sales and EPS guidance