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 26, 1999 ---------------- 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 5, 1999 - --------------------------- ---------------------------- Common Stock, $1 par value 8,043,679 PART I. FINANCIAL INFORMATION Item 1. Financial Statements. - ----------------------------- OXFORD INDUSTRIES, INC CONSOLIDATED STATEMENT OF EARNINGS NINE MONTHS AND QUARTERS ENDED FEBRUARY 26, 1999 AND FEBRUARY 27, 1998 (UNAUDITED) Nine Months Ended Quarter Ended ------------------------- ------------------------ $ in thousands except February 26, February 27, February 26, February 27, per share amounts 1999 1998 1999 1998 ------------ ----------- ------------ ----------- Net Sales $637,154 $579,981 $206,027 $178,677 Costs and Expenses: Cost of goods sold 513,471 466,137 166,051 143,157 Selling, general and administrative 86,843 80,719 28,329 26,018 Interest 3,505 2,663 1,274 664 ------- ------- ------- ------- Total Costs and Expenses 603,819 549,519 195,654 169,839 ------- ------- ------- ------- Earnings Before Income Taxes 33,335 30,462 10,373 8,838 Income Taxes 13,000 11,880 4,045 3,447 ------- ------- ------- ------- Net Earnings $ 20,335 $ 18,582 $ 6,328 $ 5,391 ======== ======== ======= ======= Basic Earnings Per Share $2.40 $2.10 $0.77 $0.61 ======= ======== ======= ====== Diluted Earnings Per Share $2.37 $2.07 $0.76 $0.60 ======= ======== ======= ======= Basic Number of Shares Outstanding 8,480,577 8,831,809 8,259,390 8,841,924 ========= ========= ========= ======== Diluted Number of Shares Outstanding 8,597,626 8,990,065 8,342,747 8,990,301 ========= ========= ========= ========= Dividends Per Share $0.61 $0.60 $0.21 $0.20 ========= ========= ========= ========= See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS FEBRUARY 26, 1999, MAY 29, 1998 AND FEBRUARY 27, 1998 (UNAUDITED EXCEPT FOR MAY 29, 1998) $ in thousands February 26, May 29, February 27, - -------------- 1999 1998 1998 ----------- ------- ----------- Assets - ------ Current Assets: Cash $ 5,073 $10,069 $ 2,813 Receivables 137,252 100,789 110,148 Inventories: Finished goods 98,166 89,906 85,217 Work in process 24,519 24,330 24,256 Fabric, trim & supplies 25,740 32,472 28,642 -------- ------- --------- 148,425 146,708 138,115 Prepaid expenses 15,330 13,621 13,616 -------- -------- -------- Total Current Assets 306,080 271,187 264,692 Property, Plant and Equipment 37,471 35,682 33,354 Other Assets 11,771 4,621 4,871 -------- -------- -------- Total Assets $355,322 $311,490 $302,917 ======== ======== ======== Liabilities and Stockholders' Equity - ------------------------------------ Current Liabilities: Notes payable $66,000 $ 11,500 $17,000 Trade accounts payable 50,554 57,105 46,765 Accrued compensation 10,597 12,020 11,234 Other accrued expenses 22,872 18,883 21,133 Dividends payable 1,721 1,765 1,763 Current maturities of long- term debt 342 449 442 -------- -------- -------- Total Current Liabilities 152,086 101,722 98,337 Long-Term Debt, less current maturities 40,776 41,428 41,503 Noncurrent Liabilities 4,500 4,500 4,500 Deferred Income Taxes 3,889 4,071 3,321 Stockholders' Equity: Common stock 8,089 8,824 8,815 Additional paid-in capital 11,149 11,554 11,328 Retained earnings 134,833 139,391 135,113 -------- -------- -------- Total Stockholders'Equity 154,071 159,769 155,256 -------- -------- -------- Total Liabilities and Stockholders' Equity $355,322 $311,490 $302,917 ======== ======== ======== See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED FEBRUARY 26, 1999 AND FEBRUARY 27, 1998 (UNAUDITED) $ in thousands February 26, February 27, - -------------- 1999 1998 Cash Flows From Operating Activities --------------------------------- - ------------------------------------ Net earnings $ 20,335 $ 18,582 Adjustments to reconcile net earnings to net cash (used in)provided by operating activities: Depreciation and amortization 6,523 5,967 Gain on sale of property, plant and equipment (439) (509) Changes in working capital: Receivables (36,411) (32,377) Inventories 12,404 11,666 Prepaid expenses (1,612) 2,464 Trade accounts payable (6,771) (12,759) Accrued expenses and other current liabilities (946) 4,125 Deferred income taxes (182) 316 Other noncurrent assets 46 51 Net cash used in --------- --------- operating activities (7,053) (2,474) Cash Flows From Investing Activities - ------------------------------------ Acquisitions (21,712) - Purchase of property, plant and equipment (4,704) (4,399) Proceeds from sale of property, plant and equipment 809 840 -------- ---------- Net cash used in investing activities (25,607) (3,559) Cash Flows From Financing Activities - ------------------------------------ Short-term borrowings 54,500 13,000 Payments on long-term debt (759) (2,629) Proceeds from exercise of stock options 512 1,668 Purchase and retirement of common stock (21,439) (1,215) Dividends on common stock (5,150) (5,291) Net cash provided by ------- ------- financing activities 27,664 5,533 Net change in Cash and Cash Equivalents (4,996) (500) Cash and Cash Equivalents at Beginning of Period 10,069 3,313 -------- -------- Cash and Cash Equivalents at End of Period $ 5,073 $ 2,813 ======== ======== Supplemental Disclosure of Cash Flow Information - ------------------------------------------------ Cash paid for: Interest $ 3,417 $ 2,637 Income taxes 13,736 10,096 See notes to consolidated financial statements. OXFORD INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS QUARTERS ENDED FEBRUARY 26, 1999 AND FEBRUARY 27, 1998 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 entire fiscal 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 29, 1998. 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. Item 2:Management's Discussion and Analysis of Financial Conditions and Results of Operations: NET SALES Net sales for the third quarter of the 1999 fiscal year, which ended February 26, 1999, increased 15.3% from net sales for the same period of the prior year. Net sales for the first nine months of the current year increased 9.9% from net sales for the same period of the prior year. The Womenswear Group posted a third quarter sales increase of 80.0% to $72,586,000. Much of the increase was attributable to the acquisition of Next Day Apparel, Inc. (Next Day) which was completed at the beginning of the second quarter of the current year. The Collections and Sportswear Separates division posted healthy sales gains. The Women's Catalog and Special Markets division experienced a moderate sales decline. Quarterly sales of $39,127,000 were flat for the Company's tailored clothing group, Lanier Clothes. Sales increases in Women's Tailored Clothing, Nautica and Geoffrey Beene were offset by sales decreases in private label and Oscar de la Renta. The Oxford Shirt Group posted a modest sales decline of 3.4% to $69,871,000 for the third quarter due primarily to weakness in Oxford Shirtings, the Company's private label dress shirt division, and restricted distribution of the Tommy Hilfiger Golf line. Tommy Hilfiger Dress shirts, Polo/Ralph Lauren for Boys, OxSport and Ely & Walker all posted sales increases. The Oxford Slacks Group posted a third quarter sales decline of 7.1% to $23,868,000 due to general market weakness in this sector. In the third quarter of the current year, the Company experienced a 31.2% increase in unit volume and a decline of 12.1% in the weighted average sales price per unit. For the first nine months of the current year, the Company experienced a 16.8% increase in unit volume and a decline of 5.9% in the weighted average sales price per unit. The two greatest contributors to this change were the Next Day acquisition, and increased sales in the Separates and Collections divisions, all of which are lower cost - lower margin private label businesses. COST OF GOODS SOLD Cost of goods sold as a percentage of net sales was 80.6% in the third quarter of the current year and 80.1% in the third quarter of the prior year. For the first nine months of the current year, cost of goods sold as a percentage of net sales was 80.6% compared to 80.4% for the first nine months of the prior year. The increase in cost of goods sold as a percentage of net sales was due to a number of factors. The Company continued the build-up of sewing operations in its new sewing facilities in Honduras and Mexico during the quarter. The acquisition of Next Day and the increased sales in the Separates and Collections division lowered the overall gross margin of the Company. During the third quarter, the Company announced the forthcoming closure of its domestic sewing facilities in Vidalia, Georgia and Fayette, Alabama. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES Selling, general and administrative (S G & A) expenses increased by 8.9% from $26,018,000 or 14.6% of net sales in the third quarter of the prior year to $28,329,000 or 13.8% of net sales in the third quarter of the current year. S G & A increased by 7.6% from $80,719,000 or 13.9% of net sales in the first nine months of the prior year to $86,843,000 or 13.6% of net sales in the first nine months of the current year. The largest contributor to the decreased ratio of S G & A to net sales in the third quarter was the acquisition of Next Day with its lower S G & A structure. Offsetting the Next Day impact somewhat was the continued increase in the licensed designer business with its S G & A structure at more than twice the relative (percent of sales) expense levels of the Company's private label business. INTEREST EXPENSE Net interest expense increased by 91.9% from $664,000 or 0.4% of net sales in the third quarter of the prior year to $1,274,000 or 0.6% of net sales in the third quarter of the current year. For the first nine months of the current year, net interest expense increased by 31.6% from $2,663,000 or 0.5% of net sales in the prior year to $3,505,000 or 0.6% of net sales in the current year. The increase in interest expense as primarily due to the acquisition of Next Day and the repurchase of the Company's common stock. INCOME TAXES The Company's effective tax rate was 39.0% in the third quarter and first nine months of both the current year and the previous year and does not differ significantly from the Company's statutory rate. FUTURE OPERATING RESULTS The Company has observed some signs of improvement at retail since the Holiday season. The Company anticipates fourth quarter sales increases in line with the current year-to-date sales increase, however, the fourth quarter earnings increase is not expected to keep pace with the sales increase. YEAR 2000 The Company is working to resolve the effects of the Year 2000 issue on its information systems. The Year 2000 issue, which is common to most businesses, concerns the inability of information systems to properly recognize and process dates and date sensitive information on and beyond January 1, 2000. In 1996, the Company began a Company-wide assessment of the vulnerability of its systems to the Year 2000 issue. Based on such assessment, the Company has developed a Year 2000 compliance plan, under which all key information systems are being tested, and non-compliant software or technology is being modified or replaced. The Company is also surveying the Year 2000 compliance status and compatibility of customers and suppliers systems which interface with the Company's systems or could otherwise impact the Company's operations. While the Company currently believes it will be able to modify or replace its affected systems in ample time to minimize any detrimental effects on its operations, failure to do so, or the failure of the Company's major customers and suppliers to modify or replace their affected systems, could have a material adverse impact on the Company's results of operations, liquidity or consolidated financial positions in the future. The most reasonably likely worst case scenario of failure by the Company or its customers or suppliers to resolve the Year 2000 issue would be a temporary slow down or cessation of manufacturing operations at one or more of the Company's facilities and a temporary inability on the part of the Company to timely process orders and billings and to deliver finished product to customers. The Company is considering various contingency options, including identification of alternate suppliers, vendors and service providers, and manual alternatives to systems operation, which will allow the Company to minimize the risks of any unresolved Year 2000 problems on its operations, and to minimize the effect of any unforeseen Year 2000 failures. The Company currently estimates the incremental cost of the work needed to resolve the Year 2000 issue, since the inception of the project in 1996 to its completion, to be approximately $1,600,000. LIQUIDITY AND CAPITAL RESOURCES OPERATING ACTIVITIES Operating activities used $7,053,000 in the nine months of the current year and used $2,474,000 in the nine months of the prior year. The primary factor contributing to the change in the amount of funds used was a greater increase in receivables than in the prior year, primarily due to the acquisition of Next Day Apparel, Inc. INVESTING ACTIVITIES Investing activities used $25,607,000 in the current year and used $3,559,000 in the prior year. The change in the used funds was the acquisition of Next Day Apparel, Inc. FINANCING ACTIVITIES Financing activities generated $27,664,000 in the current year and $5,533,000 in the prior year. The primary factors contributing to this change was increased short-term borrowings partially offset by the purchase and retirement of the Company's common stock. The balance of the increase in short-term borrowings was primarily due to the acquisition of Next Day. On April 5, 1999 the Company's Board of Directors declared a cash dividend of $.21 per share payable on May 29, 1999 to shareholders of record on May 14, 1999. During the nine months, the Company purchased and retired 757,500 shares of the Company's common stock acquired on the open market. Subsequent to the end of the third quarter through April 5, 1999 the Company has purchased and retired 46,000 shares of its common stock. During the nine months, the Company issued 25,920 shares of the Company's common stock in conjunction with the Company's employee stock option plans. WORKING CAPITAL Working capital increased from $166,355,000 at the end of the third quarter of the prior year to $169,465,000 at the end of the 1998 fiscal year and decreased to $153,994,000 at the end of the third quarter of the current year. The ratio of current assets to current liabilities was 2.7 at the end of the third quarter of the prior year, 2.7 at the end of the prior fiscal year, and 2.0 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, 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 26, 1999, 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 26, 1999, $52,000,000 was in use under these lines, of which $40,000.00 was long-term. In addition, the Company has $250,500,000 in uncommitted lines of credit, of which $127,500,000 is reserved exclusively for letters of credit. The Company pays no commitment fees for these available lines of credit. On February 26, 1999, $54,000,000 was in use under these lines of credit. Maximum borrowings from all these sources during the current year were $108,500,000 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 are "forward-looking statements" within the meaning of the federal securities laws. This includes any statements concerning plans and objectives of management relating to the Company's operations or economic performance, and assumptions related thereto. In addition, the Company and its representatives may from time to time make other oral or written statements that are also forward-looking statements. These forward-looking statements are made based on management's expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. Management cautions that forward-looking statements are not guarantees and that actual results could differ materially from those express or implied in the forward-looking statements. Important factors that could cause the actual results of operations or financial condition of the Company to differ include, but are not necessarily 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 29, 1998. 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 25, 1999 covering the Company's long term note due August 23, 2000. 27 Financial Data Schedule for the Nine Months Ended February 26, 1999. (b) Reports on Form 8-K. -------------------- The Registrant did not file any reports on Form 8-K during the quarter ended February 26, 1999. 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 8, 1999 Ben B. Blount, Jr. --------------- Chief Financial Officer