SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] Quarterly Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 For the quarterly period ended February 25, 2000 ----------------- OR [ ] Transition Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 For the transition period from to ---------------- ---------------- Commission File Number 1-4365 ------ OXFORD INDUSTRIES, INC. - ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Georgia 58-0831862 - ------------------------------- ------------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308 -------------------------------------------------- (Address of principal executive offices) (Zip Code) (404) 659-2424 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------ (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Number of shares outstanding Title of each class as of April 3, 2000 - --------------------------- ---------------------------- Common Stock, $1 par value 7,651,115 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. - ----------------------------- OXFORD INDUSTRIES, INC CONSOLIDATED STATEMENT OF EARNINGS NINE MONTHS AND QUARTER ENDED FEBRUARY 25, 2000 AND FEBRUARY 26, 1999 (UNAUDITED) Nine Months Ended Quarter Ended ------------------------- ------------------------ $ in thousands except February 25, February 26, February 25, February 26, per share amounts 2000 1999 2000 1999 ------------ ----------- ------------ ----------- Net Sales $593,148 $637,154 $187,466 $206,027 Costs and Expenses: Cost of goods sold 486,565 513,471 152,504 166,051 Selling, general and administrative 77,855 86,843 26,755 28,329 Interest 2,643 3,505 823 1,274 ------- ------- ------- ------- Total Costs and Expenses 567,063 603,819 180,082 195,654 ------- ------- ------- ------- Earnings Before Income Taxes 26,085 33,335 7,384 10,373 Income Taxes 9,912 13,000 2,806 4,045 ------- ------- ------- ------- Net Earnings $ 16,173 $20,335 $ 4,578 $ 6,328 ======== ======= ======= ======= Basic Earnings Per Common Share $2.09 $2.40 $0.60 $0.77 ======= ======= ======= ======= Diluted Earnings Per Common Share $2.08 $2.37 $0.60 $0.76 ======= ======= ======= ====== Basic Number of Shares Outstanding 7,741,770 8,480,577 7,651,115 8,259,390 ========= ========= ========= ========= Diluted Number of Shares Outstanding 7,785,557 8,597,626 7,662,566 8,342,747 ========= ========= ========= ========= Dividends Per Share $0.63 $0.61 $0.21 $0.21 ========= ========= ========= ========= See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS FEBRUARY 25, 2000, MAY 28, 1999 AND FEBRUARY 26, 1999 (UNAUDITED EXCEPT FOR MAY 28, 1999) $ in thousands February 25, May 28, February 26, - -------------- 2000 1999 1999 ----------- ------- ----------- Assets - ------ Current Assets: Cash $ 12,939 $ 11,077 $ 5,073 Receivables 119,597 114,706 137,252 Inventories: Finished goods 85,514 92,195 98,166 Work in process 22,776 24,579 24,519 Fabric, trim & supplies 25,458 30,154 25,740 -------- -------- -------- 133,748 146,928 148,425 Prepaid expenses 13,056 13,791 15,330 -------- -------- -------- Total Current Assets 279,340 286,502 306,080 Property Plant and Equipment 37,644 37,347 37,471 Other Assets 12,519 11,473 11,771 -------- -------- -------- Total Assets $329,503 $335,322 $355,322 ======== ======== ======== Liabilities and Stockholders' Equity - ------------------------------------ Current Liabilities Notes payable $32,500 $33,000 $66,000 Trade accounts payable 55,268 61,397 50,554 Accrued compensation 9,754 12,897 10,597 Other accrued expenses 24,234 22,429 22,872 Dividends payable 1,607 1,694 1,721 Current maturities of long- term debt 191 351 342 -------- -------- -------- Total Current Liabilities 123,554 131,768 152,086 Long-Term Debt, less current maturities 40,607 40,689 40,776 Noncurrent Liabilities 4,500 4,500 4,500 Deferred Income Taxes 2,190 4,014 3,889 Stockholders' Equity: Common stock 7,651 7,932 8,089 Additional paid in capital 11,310 11,244 11,149 Retained earnings 139,691 135,175 134,833 -------- -------- -------- Total Stockholders' Equity 158,652 154,351 154,071 -------- -------- -------- Total Liabilities and Stockholders' Equity $329,503 $335,322 $355,322 ======== ======== ======== See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED FEBRUARY 25, 2000 AND FEBRUARY 26, 1999 (UNAUDITED) February 25, February 26, 2000 1999 Cash Flows From Operating Activities --------------------------------- - ------------------------------------ Net earnings $ 16,173 $ 20,335 Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Depreciation and amortization 6,639 6,523 Gain on sale of property, plant and equipment (137) (439) Changes in working capital: Receivables (4,891) (36,411) Inventories 13,180 12,404 Prepaid expenses 735 (1,612) Trade accounts payable (6,129) (6,771) Accrued expenses and other current liabilities (1,338) (946) Deferred income taxes (1,824) (182) Other noncurrent assets (770) 46 Net cash provided by (used in) ----------- --------- operating activities 21,638 (7,053) Cash Flows From Investing Activities - ------------------------------------ Acquisitions (2,634) (21,712) Purchase of property, plant and equipment (4,657) (4,704) Proceeds from sale of property, plant and and equipment 217 809 -------- ---------- Net cash used in investing activities (7,074) (25,607) Cash Flows From Financing Activities - ------------------------------------ Short-term borrowings (500) 54,500 Payments on long-term debt (242) (759) Proceeds from exercise of stock options 314 512 Purchase and retirement of common stock (7,348) (21,439) Dividends on common stock (4,926) (5,150) Net cash (used in) provided by ------- ------- financing activities (12,702) 27,664 Net change in Cash and Cash Equivalents 1,862 (4,996) Cash and Cash Equivalents at Beginning of Period 11,077 10,069 -------- -------- Cash and Cash Equivalents at End of Period $ 12,939 $ 5,073 ======== ======== Supplemental Disclosure of Cash Flow Information - ------------------------------------------------ Cash paid for: Interest $ 2,447 $ 3,417 Income taxes 9,905 13,736 See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTERS ENDED FEBRUARY 25, 2000 AND FEBRUARY 26, 1999 1. The foregoing unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods. All such adjustments are of a normal recurring nature. The results for interim periods are not necessarily indicative of results to be expected for the year. 2. The financial information presented herein should be read in conjunction with the consolidated financial statements included in the Registrant's Annual Report on Form 10-K for the fiscal year ended May 28, 1999. 3. The Company is involved in certain legal matters primarily arising in the normal course of business. In the opinion of management, the Company's liability under any of these matters would not materially affect its financial condition or results of operations. 4. Oxford Industries, Inc adopted SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information", which requires certain financial statement footnote disclosure as to the Company's business segments, which are the Oxford Shirt Group, Lanier Clothes, Oxford Slacks, the Oxford Womenswear Group and corporate and other. The Shirt Group operations encompass dress and sport shirts, and a broad range of men's and boy's sportswear. Lanier Clothes produces suits, sportcoats, suit separates and dress slacks. Oxford Slacks is a producer of private label dress and casual slacks and shorts. The Oxford Womenswear Group is a producer of budget and moderate priced private label women's apparel. Corporate and other includes the Company's corporate offices, transportation and logistics and other costs and services that are not allocated to operating groups. Oxford Industries, Inc Segment Information (unaudited) $ in thousands Nine Months Ended Three Months Ended February 25, February 26, February 25, February 26, 2000 1999 2000 1999 Sales Oxford Shirt Group $172,869 $246,832 $46,612 $69,871 Lanier Clothes 128,880 129,521 40,670 39,127 Oxford Slacks 71,542 74,900 22,042 23,868 Oxford Womenswear Group 219,679 184,217 78,082 72,586 Corporate and other 178 1,684 60 575 --------- --------- -------- -------- Total 593,148 637,154 187,466 206,027 Depreciation and amortization Oxford Shirt Group 1,833 2,285 653 743 Lanier Clothes 1,367 1,438 486 451 Oxford Slacks 827 816 277 259 Oxford Womenswear Group 1,891 1,181 673 537 Corporate and other 721 803 255 253 --------- ------- ------ ------- Total 6,639 6,523 2,344 2,243 Oxford Industries, Inc Segment Information (unaudited) $ in thousands Nine Months Ended Three Months Ended February 25, February 26, February 25, February 26, 2000 1999 2000 1999 Operating profit Oxford Shirt Group 8,876 20,433 (683) 3,668 Lanier Clothes 8,899 7,131 2,269 1,776 Oxford Slacks 3,653 5,169 759 1,525 Oxford Womenswear Group 12,703 6,822 6,159 3,889 Corporate and other (5,403) (2,715) (297) 789 --------- ------- ------ ------- Total 28,728 36,840 8,207 11,647 Interest expense, net 2,643 3,505 823 1,274 Earnings before taxes 26,085 33,335 7,384 10,373 $ in thousands February 25, February 26, 2000 1999 ASSETS Oxford Shirt Group $99,953 127,095 Lanier Clothes 90,905 102,250 Oxford Slacks 40,578 39,241 Oxford Womenswear Group 104,377 96,264 Corporate and other (6,310) (9,528) ------- -------- Total 329,503 355,322 Purchase of property, plant and equipment Oxford Shirt Group 1,863 1,749 Lanier Clothes 547 1,984 Oxford Slacks 466 320 Oxford Womenswear Group 394 354 Corporate and other 1,387 297 ----- ------ Total 4,657 4,704 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. RESULTS OF OPERATIONS The following table sets forth items in the Consolidated Statements of Earnings as a percent of net sales and the percentage change of those items as compared to the prior year. ($ in thousands; Percentages are calculated based on actual data, but columns may not add due to rounding.) NINE MONTHS ENDED THREE MONTHS ENDED FEBRUARY FEBRUARY ------------------------ ------------------------ % % 2000 1999 CHANGE 2000 1999 CHANGE ------------------------ ------------------------- NET SALES 593,148 637,154 -6.9% 187,466 206,027 -9.0% Cost of Goods Sold 486,565 513,471 -5.2% 152,504 166,051 -8.2% GROSS PROFIT 106,583 123,683 -13.8% 34,962 39,976 -12.5% Selling, General & Admin 77,855 86,843 -10.3% 26,755 28,329 -5.6% OPERATING INCOME 28,728 36,840 -22.0% 8,207 11,647 -29.5% Interest 2,643 3,505 -24.6% 823 1,274 -35.4% EARNINGS BEFORE INCOME TAXES 26,085 33,335 -21.7% 7,384 10,373 -28.8% Income Taxes 9,912 13,000 -23.8% 2,806 4,045 -30.6% NET EARNINGS 16,173 20,335 -20.5% 4,578 6,328 -27.7% ========================= ======================== AS A PERCENTAGE OF SALES: NET SALES 100.0% 100.0% 100.0% 100.0% Cost of Goods Sold 82.0% 80.6% 81.4% 80.6% GROSS PROFIT 18.0% 19.4% 18.6% 19.4% Selling, General & Admin 13.1% 13.6% 14.3% 13.8% OPERATING INCOME 4.8% 5.8% 4.4% 5.7% Interest 0.4% 0.6% 0.4% 0.6% EARNINGS BEFORE INCOME TAXES 4.4% 5.2% 3.9% 5.0% Income Taxes 1.7% 2.0% 1.5% 2.0% NET EARNINGS 2.7% 3.2% 2.4% 3.1% ================= ================== Total Company Net sales for the third quarter declined 9.0% from the same quarter of the prior year. The absence of Polo for Boys was responsible for more than all of the sales decline. Excluding Polo for Boys, net sales increased 2.1% over the same quarter of the prior year. Excluding Polo, third quarter unit sales increased 8.2% and the average unit selling price declined 5.6% reflecting a continuing shift in product mix. Total branded sales excluding Polo increased 21.1%. Total private label sales were even with last year. Gross profit declined to 18.6% of net sales in the third quarter of the current year from 19.4% in the third quarter of the previous year. The shift in sales mix had a negative impact on gross profit. Under absorbed manufacturing cost due to product mix and production fluctuations also negatively impacted gross profit. Selling, general and administrative expenses decreased in absolute terms. The decline was primarily attributable to the change in sales mix. Interest expense declined in both absolute terms and as a percent of sales. Weighted average borrowings decreased in the current year due to the acquisition of Next Day in the prior year and increased repurchase of the Company's common stock in the prior year. The Company's effective tax rate was 39.0% in the prior year and 38.0% the current year and does not differ significantly from the Company's statutory rate. Segment Results Effective with the Company's 1999 fiscal year, the Company adopted Statement of Financial Accounting Standards No. 131 "Disclosures about Segments of an Enterprise and Related Information", as disclosed in footnote 4. All data with respect to the Company's specific segments included within "Management Discussion and Analysis" is presented before applicable intercompany eliminations. ($ in thousands; percentages are calculated based on actual data, but columns may not add due to rounding.) NINE MONTHS ENDED THREE MONTHS ENDED FEBRUARY FEBRUARY ---------------------- ----------------------- % % NET SALES 2000 1999 CHANGE 2000 1999 CHANGE ---------------------- ------------------------ Oxford Shirt Group 172,869 246,832 -30.0 46,612 69,871 -33.3 Lanier Clothes 128,880 129,521 -0.5 40,670 39,127 3.9 Oxford Slacks 71,542 74,900 -4.5 22,042 23,868 -7.7 Oxford Womenswear Group 219,679 184,217 19.3 78,082 72,586 7.6 Corporate and Other 178 1,684 -89.4 60 575 -89.6 ------------------------ ---------------------- Total Net Sales 593,148 637,154 -6.9 187,466 206,027 -9.0 ======================== ====================== AS A PERCENTAGE OF TOTAL SALES: Oxford Shirt Group 29.1% 38.7% 24.9% 33.9% Lanier Clothes 21.7% 20.3% 21.7% 19.0% Oxford Slacks 12.1% 11.8% 11.8% 11.6% Oxford Womenswear Group 37.0% 28.9% 41.7% 35.2% Corporate and Other 0.0% 0.3% 0.0% 0.3% ------ ------ ------ ------ Total Net Sales 100.0% 100.0% 100.0% 100.0% ====== ====== ====== ====== NINE MONTHS ENDED THREE MONTHS ENDED FEBRUARY FEBRUARY OPERATING INCOME 2000 1999 CHANGE 2000 1999 CHANGE ---------------------- ---------------------- Oxford Shirt Group 8,876 20,433 -56.6% (683) 3,668 -118.6% Lanier Clothes 8,899 7,131 24.8% 2,269 1,776 27.8% Oxford Slacks 3,653 5,169 -29.3% 759 1,525 -50.2% Oxford Womenswear Group 12,703 6,822 86.2% 6,159 3,889 58.4% Corporate and Other (5,403) (2,715) 99.0% (297) 789 -137.6% ---------------------- ----------------------- Total Operating Income 28,728 36,840 -22.0% 8,207 11,647 -29.5% ====================== ======================= AS A PERCENTAGE OF NET SALES: Oxford Shirt Group 5.1% 8.3% -1.5% 5.2% Lanier Clothes 6.9% 5.5% 5.6% 4.5% Oxford Slacks 5.1% 6.9% 3.4% 6.4% Oxford Womenswear Group 5.8% 3.7% 7.9% 5.4% Corporate and Other nm -161.2% -495.0% 137.2% -------------- --------------- Total 4.8% 5.8% 4.4% 5.7% ============== =============== Oxford Shirt Group The Oxford Shirt Group reported a third quarter sales decline of 33.3% to $46,612,000 from $69,871,000 last year. Unit sales decreased 36.1% and average unit selling price increased 4.4%. The absence of Polo for Boys was primarily responsible for the sales decline. Oxford Shirtings, Tommy Hilfiger Dress Shirts and OxSport had sales declines and Tommy Hilfiger Golf and Ely & Walker had sales gains. Izod Club contributed nominally to sales for the quarter. Operating profit declined from $3,668,000 last year to an operating loss of $683,000 this year. The operating loss was attributable to start-up costs for Izod Club, the absence of Polo for Boys, manufacturing losses in Company-owned facilities and higher than expected markdowns in the Tommy Hilfiger divisions. Lanier Clothes Lanier Clothes reported a third quarter sales increase of 3.9% to $40,670,000 from $39,127,000 last year. Growth in lower priced product categories, particularly dress slacks, resulted in a 17.9% increase in unit sales and an 11.8% decrease in average unit selling price. Sales gains in Geoffrey Beene and Nautica offset sales declines in National Accounts, Specialty Catalog/Retail and Oscar de la Renta. Lanier benefited from higher gross margins due to a more favorable product mix and lower inventory variances. Operating profit increased 27.8% to $2,269,000 from $1,776,000 last year. Oxford Slacks Oxford Slacks reported a third quarter sales decline of 7.7% to $22,042,000 from $23,868,000 last year. Unit sales declined 8.5% and the average selling price increased 0.9%. The Mature Men's and Specialty Catalog divisions had sales increases and the Mass Merchant and Young Men's divisions had sales declines. Operating profit declined 50.2% to $759,000 from $1,525,000 last year due primarily to lower gross margins. Oxford Womenswear Group The Oxford Womenswear Group reported third quarter sales of $78,082,000 up 7.6% from last year's sales of $72,586,000. Unit sales grew 12.3% and the average unit selling price declined 4.3%. Sportswear Separates and Sportswear Collections reported sales increases and Catalog and Special Markets and Next Day Apparel reported sales declines. Operating profit increased 58.4% to $6,159,000 from $3,889,000 last year. The operating margin improved to 7.9% from 5.4% in the prior period. FUTURE OPERATING RESULTS During the third quarter, the Company signed a licensing agreement with Levi Strauss & Co. to market a Slates collection of soft suitings, tailored components and sportcoats. The line will be introduced for Spring 2001 delivery. During the third quarter, the Company signed a licensing agreement with Donna Karan International to market DKNY Kids in the United States and Canada. The license includes girls 7-16, 4-6, infants, toddler and layette, as well as boys 8-20, 4-7, infant, toddler and layette. The Fall 2000 line will be shipped by the Company. The Company anticipates a strong fourth quarter and expects no more than a mid single digit decline in sales and earnings per share for the full year. LIQUIDITY AND CAPITAL RESOURCES Operating Activities Operating activities generated $21,638,000 through nine months in the current year and used $7,053,000 in the first nine months of the prior year. The primary factors contributing to this change were a smaller increase in receivables in the current year than in the prior year offset by the decrease in net earnings. Investing Activities Investing activities used $7,074,000 in the first nine months of the current year and used $25,607,000 in the comparable period of the prior year. The primary difference was the acquisition of Next Day Apparel in the prior year. Financing Activities Financing activities used $12,702,000 in the first nine months of the current year and generated $27,664,000 in the same period of the prior year. The primary factors contributing to this change was the reduction in short borrowings in the current year as compared to an increase in the prior year, offset by the reduced purchase and retirement of the Company's common stock from the prior year. During the first nine months of the current year, the Company purchased and retired 296,500 shares of the Company's common acquired in the open market. No shares were purchased in the third quarter. Working Capital Working capital increased from $153,994,000 at the end of the third quarter of the prior year to $154,734,000 at the end of the 1999 fiscal year and increased to $155,786,000 at the end of the third quarter of the current year. The ratio of current assets to current liabilities was 2.0 at the end of the third quarter of the prior year, 2.2 at the end of the 1999 fiscal year and 2.3 at the end of the third quarter of the current year. FUTURE LIQUIDITY AND CAPITAL RESOURCES The Company believes it has the ability to generate cash and/or has available borrowing capacity to meet its foreseeable needs. The sources of funds primarily include funds provided by operations and both short-term and long-term borrowings. The uses of funds primarily include working capital requirements, capital expenditures, acquisitions, stock repurchases, dividends and repayment of short-term and long-term debt. The Company regularly utilizes committed bank lines of credit and other uncommitted bank resources to meet working capital requirements. On February 25, 2000 the Company had available for its use lines of credit with several lenders aggregating $52,000,000. The Company has agreed to pay commitment fees for these available lines of credit. On February 25, 2000, $52,000,000 was in use under these lines, of which $40,000,000 was long-term. In addition, the Company has $216,500,000 in uncommitted lines of credit, of which $128,500,000 is reserved exclusively for letters of credit. The Company pays no commitment fees for these available lines of credit. On February 25, 2000, $20,500,000 was in use under these lines of credit. Maximum borrowings from all these sources during the current year were $82,500,000 of which $40,000,000 was long-term. The Company anticipates continued use and availability of both committed and uncommitted resources as working capital needs may require. The Company considers possible acquisitions of apparel- related businesses that are compatible with its long-term strategies. The Company's Board of Directors has authorized the Company to purchase shares of the Company's common stock on the open market and in negotiated trades as conditions and opportunities warrant. There are no present plans to sell securities (other than through employee stock option plans and other employee benefits) or enter into off- balance sheet financing arrangements. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 Certain statements included herein contain forward-looking statements with respect to anticipated future results, which are subject to risks and uncertainties that could cause actual results to differ materially from anticipated results. These risks and uncertainties include, but are not limited to, general economic and apparel business conditions, continued retailer and consumer acceptance of Company products, and global manufacturing costs. ADDITIONAL INFORMATION For additional information concerning the Company's operations, cash flows, liquidity and capital resources, this analysis should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements contained in the Company's Annual Report for the fiscal year ended May 28, 1999. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. - ------------------------------------------ (a) Exhibits. --------- 10(i) Note Agreement between the Company and Sun Trust of Georgia Dated February 18, 2000 covering the Company's long term note due August 18, 2001. 27 Financial Data Schedule. (b) Reports on Form 8-K. -------------------- The Registrant did not file any reports on Form 8-K during the quarter ended February 25, 2000. 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 thereunto duly authorized. OXFORD INDUSTRIES, INC. ----------------------- (Registrant) /s/Ben B. Blount, Jr. -------------------------- Date: April 5, 2000 Ben B. Blount, Jr. --------------- Chief Financial Officer