UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
þ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended JULY 30, 2011 |
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or | |
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o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission File Number: 1-4365
OXFORD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Georgia |
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58-0831862 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
(Address of principal executive offices) (Zip Code)
(404) 659-2424
(Registrants telephone number, including area code)
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 þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer £ |
Accelerated filer þ |
Non-accelerated filer £ |
Smaller reporting company £ | ||
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
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Number of shares outstanding |
Title of each class |
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as of August 26, 2011 |
Common Stock, $1 par value |
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16,488,888 |
OXFORD INDUSTRIES, INC.
For the second quarter of fiscal 2011
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
Our SEC filings and public announcements may include forward-looking statements about future events. Generally, the words believe, expect, intend, estimate, anticipate, project, will and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all forward-looking statements contained herein, in our press releases 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 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. Risk Factors contained in our Annual Report on Form 10-K for fiscal 2010, as updated by Part II, Item 1A. Risk Factors in this report 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.
DEFINITIONS
Unless the context requires otherwise, the following terms, or words of similar import, have the following meanings:
Our, us or we: Oxford Industries, Inc. and its consolidated subsidiaries
SG&A: Selling, general and administrative expenses
Discontinued operations: The assets and operations of our former Oxford Apparel operating group which we sold in the fourth quarter of fiscal 2010, as discussed in our Annual Report on Form 10-K for fiscal 2010
113/8% Senior Secured Notes: Our 11.375% senior secured notes due 2015, as described in Part I, Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations in this report
SEC: U.S. Securities and Exchange Commission
Securities Exchange Act: the Securities Exchange Act of 1934, as amended
FASB: Financial Accounting Standards Board
U.S. GAAP: Generally accepted accounting principles in the United States
Fiscal 2012 |
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53 weeks ending February 2, 2013 |
Fiscal 2011 |
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52 weeks ending January 28, 2012 |
First half fiscal 2011 |
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26 weeks ended July 30, 2011 |
Fourth quarter fiscal 2011 |
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13 weeks ending January 28, 2012 |
Third quarter fiscal 2011 |
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13 weeks ending October 29, 2011 |
Second quarter fiscal 2011 |
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13 weeks ended July 30, 2011 |
First quarter fiscal 2011 |
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13 weeks ended April 30, 2011 |
Fiscal 2010 |
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52 weeks ended January 29, 2011 |
First half fiscal 2010 |
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26 weeks ended July 31, 2010 |
Fourth quarter fiscal 2010 |
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13 weeks ended January 29, 2011 |
Third quarter fiscal 2010 |
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13 weeks ended October 30, 2010 |
Second quarter fiscal 2010 |
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13 weeks ended July 31, 2010 |
First quarter fiscal 2010 |
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13 weeks ended May 1, 2010 |
OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
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Second |
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Second |
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First |
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First |
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Net sales |
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$180,646 |
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$142,981 |
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$388,954 |
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$306,606 |
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Cost of goods sold |
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77,709 |
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63,963 |
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168,357 |
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137,881 |
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Gross profit |
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102,937 |
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79,018 |
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220,597 |
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168,725 |
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SG&A |
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88,348 |
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71,324 |
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179,188 |
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149,333 |
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Amortization of intangible assets |
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300 |
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238 |
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598 |
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478 |
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Change in fair value of contingent consideration |
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600 |
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1,200 |
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89,248 |
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71,562 |
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180,986 |
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149,811 |
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Royalties and other operating income |
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4,022 |
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3,723 |
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8,813 |
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7,236 |
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Operating income |
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17,711 |
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11,179 |
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48,424 |
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26,150 |
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Interest expense, net |
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4,268 |
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5,053 |
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9,072 |
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10,020 |
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Loss on repurchase of 113/8% Senior Secured Notes |
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8,248 |
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8,248 |
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Earnings from continuing operations before income taxes |
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5,195 |
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6,126 |
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31,104 |
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16,130 |
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Income taxes |
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1,675 |
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1,447 |
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10,524 |
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2,927 |
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Earnings from continuing operations |
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3,520 |
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4,679 |
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20,580 |
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13,203 |
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(Loss) earnings from discontinued operations, net of taxes |
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(916 |
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2,540 |
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124 |
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6,513 |
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Net earnings |
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$ 2,604 |
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$ 7,219 |
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$ 20,704 |
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$ 19,716 |
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Earnings from continuing operations, net of taxes per common share: |
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Basic |
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$ 0.21 |
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$ 0.28 |
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$ 1.25 |
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$ 0.80 |
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Diluted |
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$ 0.21 |
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$ 0.28 |
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$ 1.25 |
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$ 0.80 |
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(Loss) earnings from discontinued operations, net of taxes per common share: |
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Basic |
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$ (0.06 |
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$ 0.15 |
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$ 0.01 |
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$ 0.39 |
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Diluted |
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$ (0.06 |
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$ 0.15 |
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$ 0.01 |
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$ 0.39 |
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Net earnings per common share: |
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Basic |
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$ 0.16 |
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$ 0.44 |
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$ 1.25 |
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$ 1.19 |
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Diluted |
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$ 0.16 |
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$ 0.44 |
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$ 1.25 |
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$ 1.19 |
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Weighted average common shares outstanding: |
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Basic |
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16,514 |
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16,540 |
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16,514 |
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16,515 |
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Dilution |
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17 |
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12 |
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15 |
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12 |
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Diluted |
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16,531 |
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16,552 |
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16,529 |
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16,527 |
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Dividends declared per common share |
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$ 0.13 |
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$ 0.11 |
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$ 0.26 |
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$ 0.22 |
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See accompanying notes.
OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par amounts)
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July 30, |
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January 29, |
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July 31, |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ 37,775 |
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$ 44,094 |
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$ 28,171 |
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Receivables, net |
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53,902 |
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50,177 |
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45,545 |
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Inventories, net |
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77,731 |
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85,338 |
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57,227 |
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Prepaid expenses, net |
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16,337 |
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12,554 |
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15,213 |
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Deferred tax assets |
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17,258 |
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19,005 |
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15,384 |
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Assets related to discontinued operations, net |
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508 |
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57,745 |
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55,853 |
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Total current assets |
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203,511 |
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268,913 |
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217,393 |
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Property and equipment, net |
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86,889 |
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83,895 |
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72,923 |
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Intangible assets, net |
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166,826 |
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166,680 |
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136,226 |
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Goodwill |
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16,555 |
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16,866 |
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Other non-current assets, net |
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19,790 |
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22,117 |
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16,213 |
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Total Assets |
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$493,571 |
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$558,471 |
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$442,755 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current Liabilities: |
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Trade accounts payable and other accrued expenses |
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$ 76,877 |
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$ 83,211 |
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$ 63,467 |
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Accrued compensation |
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19,740 |
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23,095 |
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15,775 |
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Short-term debt and current maturities of long-term debt |
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4,406 |
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1,195 |
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Liabilities related to discontinued operations |
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1,362 |
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40,785 |
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19,272 |
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Total current liabilities |
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102,385 |
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147,091 |
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99,709 |
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Long-term debt, less current maturities |
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108,088 |
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147,065 |
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146,736 |
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Other non-current liabilities |
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54,169 |
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55,441 |
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46,400 |
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Non-current deferred income taxes |
|
30,322 |
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28,846 |
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28,143 |
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Commitments and contingencies |
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Shareholders Equity: |
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|
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Common stock, $1.00 par value per common share |
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16,529 |
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16,511 |
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16,561 |
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Additional paid-in capital |
|
97,641 |
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96,597 |
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94,442 |
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Retained earnings |
|
107,160 |
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90,739 |
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35,437 |
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Accumulated other comprehensive loss |
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(22,723 |
) |
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(23,819 |
) |
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(24,673 |
) |
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Total shareholders equity |
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198,607 |
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180,028 |
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121,767 |
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Total Liabilities and Shareholders Equity |
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$493,571 |
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$558,471 |
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$442,755 |
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See accompanying notes.
OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
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First Half |
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First Half |
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Cash Flows From Operating Activities: |
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Earnings from continuing operations |
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$ 20,580 |
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$ 13,203 |
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Adjustments to reconcile earnings from continuing operations to net cash provided by operating activities: |
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Depreciation |
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9,838 |
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8,624 |
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Amortization of intangible assets |
|
598 |
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|
478 |
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Change in fair value of contingent consideration |
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1,200 |
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Amortization of deferred financing costs and bond discount |
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906 |
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|
977 |
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Loss on repurchase of 113/8% Senior Secured Notes |
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8,248 |
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Stock compensation expense |
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1,476 |
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2,584 |
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Loss on sale of property and equipment |
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22 |
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(13 |
) |
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Deferred income taxes |
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3,040 |
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(1,587 |
) |
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Changes in working capital: |
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Receivables |
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(3,394 |
) |
|
(1,272 |
) |
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Inventories |
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8,042 |
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|
611 |
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Prepaid expenses |
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(3,696 |
) |
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(4,758 |
) |
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Current liabilities |
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(12,215 |
) |
|
1,665 |
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Other non-current assets |
|
1,502 |
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|
519 |
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Other non-current liabilities |
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(2,487 |
) |
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(3,054 |
) |
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Net cash provided by operating activities |
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33,660 |
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|
17,977 |
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Cash Flows From Investing Activities: |
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Purchases of property and equipment |
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(12,726 |
) |
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(3,370 |
) |
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Other |
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(398 |
) |
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99 |
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Net cash used in investing activities |
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(13,124 |
) |
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(3,271 |
) |
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Cash Flows From Financing Activities: |
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Repayment of revolving credit arrangements |
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(18,309 |
) |
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(33,925 |
) |
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Proceeds from revolving credit arrangements |
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22,670 |
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|
35,097 |
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Repurchase of 113/8% Senior Secured Notes |
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(46,600 |
) |
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|
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Proceeds from issuance of common stock |
|
1,413 |
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|
230 |
|
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Dividends on common stock |
|
(4,285 |
) |
|
(3,638 |
) |
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Net cash used in financing activities |
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(45,111 |
) |
|
(2,236 |
) |
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Cash Flows from Discontinued Operations: |
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|
|
|
|
|
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Net operating cash flows used in discontinued operations |
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14,313 |
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|
7,559 |
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Net investing cash flows provided by (used in) discontinued operations |
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3,744 |
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(21 |
) |
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Net cash provided by discontinued operations |
|
18,057 |
|
|
7,538 |
|
|
|
|
|
|
|
|
|
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Net change in cash and cash equivalents |
|
(6,518 |
) |
|
20,008 |
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Effect of foreign currency translation on cash and cash equivalents |
|
199 |
|
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(125 |
) |
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Cash and cash equivalents at the beginning of year |
|
44,094 |
|
|
8,288 |
|
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Cash and cash equivalents at the end of period |
|
$ 37,775 |
|
|
$ 28,171 |
|
|
|
|
|
|
|
|
|
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Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
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Cash paid for interest, net, including interest paid for discontinued operations |
|
$ 8,534 |
|
|
$ 9,114 |
|
|
Cash paid for income taxes, including income taxes paid for discontinued operations |
|
$ 38,103 |
|
|
$ 14,762 |
|
|
See accompanying notes.
OXFORD INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SECOND QUARTER OF FISCAL 2011
1. Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and the instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. We believe the accompanying unaudited condensed consolidated financial statements reflect all normal, recurring adjustments that are necessary for a fair presentation of our financial position and results of operations as of the dates and for the periods presented. Results of operations for the interim periods presented are not necessarily indicative of results to be expected for our full fiscal year. The accounting policies applied during the interim periods presented are consistent with the significant accounting policies described in our Annual Report on Form 10-K for fiscal 2010.
Unless indicated otherwise, all references to assets, liabilities, revenues and expenses in this report reflect continuing operations and exclude any amounts related to the discontinued operations of our former Oxford Apparel operating group, as discussed in Note 7 to our unaudited condensed consolidated financial statements included in this report and Note 15 of our consolidated financial statements in our Annual Report on Form 10-K for fiscal 2010.
In May 2011, the FASB issued an update to their authoritative guidance regarding fair value measurements and related disclosures. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for the use of a nonfinancial asset that is different from the assets highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. This guidance will be effective in our first quarter of fiscal 2012 and will be applied on a prospective basis with any changes in measurements recognized in earnings in the period of adoption. We are currently assessing the impact of adopting the amendments to authoritative guidance regarding fair value measurements and related disclosures, but we do not anticipate a material impact on our financial statements upon adoption.
In June 2011, the FASB issued an update to their accounting guidance regarding other comprehensive income which requires that all non-owner changes in shareholders equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements of income and comprehensive income. The guidance provided by this update becomes effective in our first quarter of fiscal 2012, with early adoption permitted. We are currently assessing the impact of adopting the amendments to other comprehensive income, but we do not anticipate a material impact on our financial statements upon adoption.
2. Inventories: The components of inventories related to continuing operations as of the dates specified are summarized as follows (in thousands):
|
|
July 30, |
|
January 29, |
|
July 31, |
|
Finished goods |
|
$113,468 |
|
$122,159 |
|
$92,168 |
|
Work in process |
|
4,903 |
|
5,744 |
|
6,466 |
|
Fabric, trim and supplies |
|
5,314 |
|
3,389 |
|
3,031 |
|
LIFO reserve |
|
(45,954 |
) |
(45,954 |
) |
(44,438 |
) |
Total |
|
$ 77,731 |
|
$ 85,338 |
|
$ 57,227 |
|
3. Comprehensive Income: Other comprehensive income includes all changes in equity from non-owner sources, such as foreign currency translation adjustments and the net unrealized gain (loss) associated with forward foreign currency exchange contracts which qualify for hedge accounting. Comprehensive income, net of income taxes, is calculated as follows for the periods presented (in thousands):
|
|
Second Quarter |
|
Second Quarter |
|
First Half |
|
First Half |
|
Net earnings |
|
$2,604 |
|
$7,219 |
|
$20,704 |
|
$19,716 |
|
Gain (loss) on foreign currency translation |
|
(642 |
) |
686 |
|
1,126 |
|
(1,241 |
) |
Net unrealized loss on forward foreign exchange contracts |
|
475 |
|
(192 |
) |
(30 |
) |
(192 |
) |
Comprehensive income |
|
$2,437 |
|
$7,713 |
|
$21,800 |
|
$18,283 |
|
4. Operating Group Information: Our business is primarily operated through our four operating groups: Tommy Bahama, Lilly Pulitzer, Ben Sherman and Lanier Clothes. We identify our operating groups based on the way our management organizes the components of our business for purposes of allocating resources and assessing performance. All amounts included in this report reflect our changes in operating groups during fiscal 2010, as disclosed in our Annual Report on Form 10-K for fiscal 2010. The table below presents certain information about the continuing operations of our operating groups (in thousands).
|
|
Second |
|
Second |
|
First |
|
First |
| ||||
Net Sales |
|
|
|
|
|
|
|
|
| ||||
Tommy Bahama |
|
$ |
109,143 |
|
$ |
99,349 |
|
$ |
232,046 |
|
$ |
208,454 |
|
Lilly Pulitzer |
|
24,823 |
|
|
|
54,696 |
|
|
| ||||
Ben Sherman |
|
20,893 |
|
18,346 |
|
40,314 |
|
40,500 |
| ||||
Lanier Clothes |
|
22,942 |
|
22,736 |
|
55,915 |
|
53,164 |
| ||||
Corporate and Other |
|
2,845 |
|
2,550 |
|
5,983 |
|
4,488 |
| ||||
Total Net Sales |
|
$ |
180,646 |
|
$ |
142,981 |
|
$ |
388,954 |
|
$ |
306,606 |
|
Depreciation |
|
|
|
|
|
|
|
|
| ||||
Tommy Bahama |
|
$ |
3,604 |
|
$ |
3,289 |
|
$ |
6,985 |
|
$ |
6,563 |
|
Lilly Pulitzer |
|
345 |
|
|
|
699 |
|
|
| ||||
Ben Sherman |
|
518 |
|
524 |
|
1,043 |
|
1,060 |
| ||||
Lanier Clothes |
|
107 |
|
118 |
|
216 |
|
237 |
| ||||
Corporate and Other |
|
455 |
|
383 |
|
895 |
|
764 |
| ||||
Total Depreciation |
|
$ |
5,029 |
|
$ |
4,314 |
|
$ |
9,838 |
|
$ |
8,624 |
|
Amortization of Intangible Assets |
|
|
|
|
|
|
|
|
| ||||
Tommy Bahama |
|
$ |
129 |
|
$ |
173 |
|
$ |
258 |
|
$ |
346 |
|
Lilly Pulitzer |
|
116 |
|
|
|
230 |
|
|
| ||||
Ben Sherman |
|
55 |
|
65 |
|
110 |
|
132 |
| ||||
Lanier Clothes |
|
|
|
|
|
|
|
|
| ||||
Corporate and Other |
|
|
|
|
|
|
|
|
| ||||
Total Amortization of Intangible Assets |
|
$ |
300 |
|
$ |
238 |
|
$ |
598 |
|
$ |
478 |
|
Operating Income (Loss) |
|
|
|
|
|
|
|
|
| ||||
Tommy Bahama |
|
$ |
16,987 |
|
$ |
14,172 |
|
$ |
40,757 |
|
$ |
32,033 |
|
Lilly Pulitzer |
|
5,612 |
|
|
|
12,627 |
|
|
| ||||
Ben Sherman |
|
(1,756 |
) |
(598 |
) |
(2,582 |
) |
(76 |
) | ||||
Lanier Clothes |
|
2,263 |
|
2,809 |
|
6,988 |
|
7,168 |
| ||||
Corporate and Other |
|
(5,395 |
) |
(5,204 |
) |
(9,366 |
) |
(12,975 |
) | ||||
Total Operating Income |
|
17,711 |
|
11,179 |
|
48,424 |
|
26,150 |
| ||||
Interest expense, net |
|
4,268 |
|
5,053 |
|
9,072 |
|
10,020 |
| ||||
Loss on repurchase of 113/8% Senior Secured Notes |
|
8,248 |
|
|
|
8,248 |
|
|
| ||||
Earnings from Continuing Operations Before Income Taxes |
|
$ |
5,195 |
|
$ |
6,126 |
|
$ |
31,104 |
|
$ |
16,130 |
|
5. Debt: The following table details our debt (in thousands) as of the dates specified:
|
|
July 30, |
|
January 29, |
|
July 31, |
| |||
$175 million U.S. Secured Revolving Credit Facility (U.S. Revolving Credit Agreement), which is limited to a borrowing base consisting of specified percentages of eligible categories of assets, accrues interest, unused line fees and letter of credit fees based upon a pricing grid which is tied to average unused availability, requires interest payments monthly with principal due at maturity (August 2013) and is secured by a first priority security interest in the accounts receivable (other than royalty payments in respect of trademark licenses), inventory, investment property (including the equity interests of certain subsidiaries), general intangibles (other than trademarks, trade names and related rights), deposit accounts, intercompany obligations, equipment, goods, documents, contracts, books and records and other personal property of Oxford Industries, Inc. and substantially all of its domestic subsidiaries and a second priority interest in those assets in which the holders of the 113/8% Senior Secured Notes have a first priority interest |
|
$ |
|
|
$ |
|
|
$ |
|
|
£7 million Senior Secured Revolving Credit Facility (U.K. Revolving Credit Agreement), which accrues interest at the banks base rate plus as much as 3.5%, requires interest payments monthly with principal payable on demand and is collateralized by substantially all of the United Kingdom assets of Ben Sherman |
|
4,406 |
|
|
|
1,195 |
| |||
11.375% Senior Secured Notes (113/8% Senior Secured Notes), which accrue interest at an annual rate of 11.375% (effective interest rate of 12%) and require interest payments semi-annually in January and July of each year, require payment of principal at maturity (July 2015), are subject to certain prepayment penalties, are secured by a first priority interest in all U.S. registered trademarks and certain related rights and certain future acquired real property owned in fee simple of Oxford Industries, Inc. and substantially all of its consolidated domestic subsidiaries and a second priority interest in those assets in which the lenders under the U.S. Revolving Credit Agreement have a first priority interest (1) |
|
110,000 |
|
150,000 |
|
150,000 |
| |||
Unamortized discount |
|
(1,912 |
) |
(2,935 |
) |
(3,264 |
) | |||
Total debt |
|
112,494 |
|
147,065 |
|
147,931 |
| |||
Short-term debt and current maturities of long-term debt |
|
(4,406 |
) |
|
|
(1,195 |
) | |||
Long-term debt, less current maturities |
|
$ |
108,088 |
|
$ |
147,065 |
|
$ |
146,736 |
|
(1) In May 2011, we repurchased, in a privately negotiated transaction, $40.0 million in aggregate principal amount of our 113/8% Senior Secured Notes for $46.6 million, plus accrued interest, using cash on hand. The repurchase of the 113/8% Senior Secured Notes and related write-off of approximately $1.6 million of unamortized deferred financing costs and discount resulted in a loss of approximately $8.2 million, which was reflected in our consolidated financial statements for the second quarter of fiscal 2011. After completion of the transaction, $110.0 million aggregate principal amount of our 113/8% Senior Secured Notes remained outstanding.
6. Business Combinations: On December 21, 2010, we acquired the Lilly Pulitzer brand and operations, as described in Note 14 of our consolidated financial statements in our Annual Report on Form 10-K for fiscal 2010. As of July 30, 2011, we have not finalized our allocation of purchase price to the fair values of the acquired assets and liabilities, and we will revise our allocation through the one year period following the closing of the transaction, as appropriate, as we obtain new information about the fair values of these assets and liabilities as of the acquisition date, including the contingent consideration. During the first half of fiscal 2011, we did not record any significant adjustments to the initial purchase price allocation included in Note 14 of our consolidated financial statements in our Annual Report on Form 10-K for fiscal 2010. As of July 30, 2011, the estimated fair value of the contingent consideration was approximately $11.9 million compared to $10.5 million as of the date of acquisition, with the change in fair value representing the passage of time from the date of acquisition as we approach the dates of the anticipated payments in the future.
7. Discontinued Operations: On January 3, 2011, we sold substantially all of the assets and operations of our former Oxford Apparel operating group, as discussed in Note 15 of our consolidated financial statements in our Annual Report on Form 10-K for fiscal 2010. The results of operations and assets which were sold are reflected in discontinued operations in our consolidated financial statements. The total assets related to discontinued operations included in our consolidated balance sheets as of each balance sheet date presented primarily consisted of receivables, inventories and other assets, and the total liabilities related to discontinued operations included in our consolidated balance sheets as of each balance sheet date consisted of the related accounts payable, accrued expenses, accrued compensation and income taxes payable.
Net sales, earnings from discontinued operations before income taxes and earnings from discontinued operations, net of income taxes are shown in the table below (in thousands):
|
|
Second |
|
Second |
|
First |
|
First |
|
Net sales |
|
$ 208 |
|
$43,550 |
|
$2,397 |
|
$97,675 |
|
Earnings from discontinued operations before income taxes (1) |
|
$(1,500 |
) |
$ 4,097 |
|
$ 77 |
|
$10,505 |
|
Earnings from discontinued operations, net of income taxes (1) |
|
$ (916 |
) |
$ 2,540 |
|
$ 124 |
|
$ 6,513 |
|
(1) During the second quarter of fiscal 2011, we finalized the working capital adjustment associated with the sold operations, which resulted in a change in estimate to the gain on sale recognized. The impact of this change in estimate, which was recorded in the second quarter of fiscal 2011, was a reduction to the gain on sale of approximately $1.0 million, after income taxes. This change in estimate resulted in a revised after-tax gain on the sale of the Oxford Apparel operations of approximately $48.5 million compared to $49.5 million as recorded in the fourth quarter of fiscal 2010.
8. Consolidating Financial Data of Subsidiary Guarantors: Our 113/8% Senior Secured Notes are guaranteed by substantially all of our wholly owned domestic subsidiaries (Subsidiary Guarantors). All guarantees are full and unconditional. For consolidated financial reporting purposes, non-guarantors consist of our subsidiaries which are organized outside the United States and certain domestic subsidiaries. We use the equity method of accounting with respect to our investment in subsidiaries included in other non-current assets in our condensed consolidating financial statements. Set forth below are our condensed consolidating balance sheets as of July 30, 2011, January 29, 2011 and July 31, 2010 (in thousands) as well as our condensed consolidating statements of operations for the second quarter and first half of each of fiscal 2011 and fiscal 2010 (in thousands) and our condensed consolidating statements of cash flows for the first half of fiscal 2011 and fiscal 2010 (in thousands).
OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
July 30, 2011
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
|
ASSETS |
| ||||||||||
Cash and cash equivalents |
|
$ 31,545 |
|
$ 1,648 |
|
$ 4,582 |
|
$ |
|
$ 37,775 |
|
Receivables, net |
|
19,606 |
|
9,253 |
|
48,613 |
|
(23,570 |
) |
53,902 |
|
Inventories, net |
|
(15,864 |
) |
78,058 |
|
16,698 |
|
(1,161 |
) |
77,731 |
|
Prepaid expenses and deferred tax assets |
|
18,177 |
|
13,099 |
|
3,526 |
|
(1,207 |
) |
33,595 |
|
Assets related to discontinued operations, net |
|
508 |
|
|
|
|
|
|
|
508 |
|
Total current assets |
|
53,972 |
|
102,058 |
|
73,419 |
|
(25,938 |
) |
203,511 |
|
Property and equipment, net |
|
6,712 |
|
75,685 |
|
4,492 |
|
|
|
86,889 |
|
Goodwill and intangible assets, net |
|
|
|
158,744 |
|
24,637 |
|
|
|
183,381 |
|
Other non-current assets, net |
|
613,037 |
|
142,834 |
|
4,553 |
|
(740,634 |
) |
19,790 |
|
Total Assets |
|
$673,721 |
|
$479,321 |
|
$107,101 |
|
$(766,572 |
) |
$493,571 |
|
|
| ||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
| ||||||||||
Current liabilities related to continuing operations |
|
$ 1,081 |
|
$ 69,475 |
|
$ 47,695 |
|
$ (17,228 |
) |
$ 101,023 |
|
Current liabilities related to discontinued operations |
|
1,362 |
|
|
|
|
|
|
|
1,362 |
|
Long-term debt, less current maturities |
|
108,088 |
|
|
|
|
|
|
|
108,088 |
|
Other non-current liabilities |
|
368,821 |
|
(346,937 |
) |
144,517 |
|
(112,232 |
) |
54,169 |
|
Non-current deferred income taxes |
|
(4,238 |
) |
28,582 |
|
5,978 |
|
|
|
30,322 |
|
Total shareholders/invested equity |
|
198,607 |
|
728,201 |
|
(91,089 |
) |
(637,112 |
) |
198,607 |
|
Total Liabilities and Shareholders Equity |
|
$673,721 |
|
$479,321 |
|
$107,101 |
|
$(766,572 |
) |
$493,571 |
|
January 29, 2011
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
|
ASSETS |
| ||||||||||
Cash and cash equivalents |
|
$ 41,130 |
|
$ 809 |
|
$ 2,155 |
|
$ |
|
$ 44,094 |
|
Receivables, net |
|
10,969 |
|
3,431 |
|
44,897 |
|
(9,120 |
) |
50,177 |
|
Inventories, net |
|
(13,234 |
) |
86,747 |
|
11,889 |
|
(64 |
) |
85,338 |
|
Prepaid expenses and deferred tax assets |
|
19,756 |
|
12,671 |
|
3,018 |
|
(3,886 |
) |
31,559 |
|
Assets related to discontinued operations, net |
|
46,418 |
|
324 |
|
11,003 |
|
|
|
57,745 |
|
Total current assets |
|
105,039 |
|
103,982 |
|
72,962 |
|
(13,070 |
) |
268,913 |
|
Property and equipment, net |
|
7,182 |
|
72,323 |
|
4,390 |
|
|
|
83,895 |
|
Goodwill and intangible assets, net |
|
|
|
159,543 |
|
24,003 |
|
|
|
183,546 |
|
Other non-current assets, net |
|
579,130 |
|
143,459 |
|
4,101 |
|
(704,573 |
) |
22,117 |
|
Total Assets |
|
$691,351 |
|
$479,307 |
|
$105,456 |
|
$(717,643 |
) |
$558,471 |
|
|
| ||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
| ||||||||||
Current liabilities related to continuing operations |
|
$ 13,978 |
|
$ 59,255 |
|
$ 41,170 |
|
$ (8,097 |
) |
$106,306 |
|
Current liabilities related to discontinued operations |
|
32,379 |
|
|
|
8,406 |
|
|
|
40,785 |
|
Long-term debt, less current maturities |
|
147,065 |
|
|
|
|
|
|
|
147,065 |
|
Other non-current liabilities |
|
322,237 |
|
(301,271 |
) |
143,113 |
|
(108,638 |
) |
55,441 |
|
Non-current deferred income taxes |
|
(4,336 |
) |
26,944 |
|
6,332 |
|
(94 |
) |
28,846 |
|
Total shareholders/invested equity |
|
180,028 |
|
694,379 |
|
(93,565 |
) |
(600,814 |
) |
180,028 |
|
Total Liabilities and Shareholders Equity |
|
$691,351 |
|
$479,307 |
|
$105,456 |
|
$(717,643 |
) |
$558,471 |
|
OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
July 31, 2010
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
|
ASSETS |
| ||||||||||
Cash and cash equivalents |
|
$ 25,218 |
|
$ 583 |
|
$ 2,370 |
|
$ |
|
$ 28,171 |
|
Receivables, net |
|
10,233 |
|
7,641 |
|
37,336 |
|
(9,665 |
) |
45,545 |
|
Inventories, net |
|
(13,721 |
) |
58,090 |
|
13,581 |
|
(723 |
) |
57,227 |
|
Prepaid expenses and deferred tax assets, net |
|
18,067 |
|
9,828 |
|
4,415 |
|
(1,713 |
) |
30,597 |
|
Assets related to discontinued operations, net |
|
41,752 |
|
6,293 |
|
7,808 |
|
|
|
55,853 |
|
Total current assets |
|
81,549 |
|
82,435 |
|
65,510 |
|
(12,101 |
) |
217,393 |
|
Property and equipment, net |
|
7,876 |
|
59,941 |
|
5,106 |
|
|
|
72,923 |
|
Goodwill and intangible assets, net |
|
|
|
112,535 |
|
23,691 |
|
|
|
136,226 |
|
Other non-current assets, net |
|
507,055 |
|
142,844 |
|
6,835 |
|
(640,521 |
) |
16,213 |
|
Total Assets |
|
$596,480 |
|
$397,755 |
|
$101,142 |
|
$(652,622 |
) |
$442,755 |
|
|
| ||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
| ||||||||||
Current liabilities related to continuing operations |
|
$ 9,408 |
|
$ 47,747 |
|
$ 30,589 |
|
$ (7,307 |
) |
$ 80,437 |
|
Current liabilities related to discontinued operations |
|
8,490 |
|
|
|
10,782 |
|
|
|
19,272 |
|
Long-term debt, less current maturities |
|
146,736 |
|
|
|
|
|
|
|
146,736 |
|
Other non-current liabilities |
|
313,999 |
|
(303,270 |
) |
144,225 |
|
(108,554 |
) |
46,400 |
|
Non-current deferred income taxes |
|
(3,920 |
) |
25,609 |
|
6,454 |
|
|
|
28,143 |
|
Total shareholders/invested equity |
|
121,767 |
|
627,669 |
|
(90,908 |
) |
(536,761 |
) |
121,767 |
|
Total Liabilities and Shareholders Equity |
|
$596,480 |
|
$397,755 |
|
$101,142 |
|
$(652,622 |
) |
$442,755 |
|
OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Second Quarter Fiscal 2011
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
| |||||
Net sales |
|
$ |
25,421 |
|
$ |
139,883 |
|
$ |
22,326 |
|
$ |
(6,984 |
) |
$ |
180,646 |
|
Cost of goods sold |
|
17,197 |
|
53,425 |
|
11,305 |
|
(4,218 |
) |
77,709 |
| |||||
Gross profit |
|
8,224 |
|
86,458 |
|
11,021 |
|
(2,766 |
) |
102,937 |
| |||||
SG&A including amortization of intangible assets and change in fair value of contingent consideration |
|
5,928 |
|
71,983 |
|
13,001 |
|
(1,664 |
) |
89,248 |
| |||||
Royalties and other operating income |
|
44 |
|
2,231 |
|
1,787 |
|
(40 |
) |
4,022 |
| |||||
Operating income |
|
2,340 |
|
16,706 |
|
(193 |
) |
(1,142 |
) |
17,711 |
| |||||
Interest expense (income), net |
|
5,477 |
|
(1,166 |
) |
771 |
|
(814 |
) |
4,268 |
| |||||
Loss on repurchase of 113/8% Senior Secured Notes |
|
8,248 |
|
|
|
|
|
|
|
8,248 |
| |||||
Income from equity investment |
|
12,870 |
|
|
|
|
|
(12,870 |
) |
|
| |||||
Earnings (loss) from continuing operations before income taxes |
|
1,485 |
|
17,872 |
|
(964 |
) |
(13,198 |
) |
5,195 |
| |||||
Income taxes (benefit) |
|
(2,247 |
) |
4,506 |
|
(469 |
) |
(115 |
) |
1,675 |
| |||||
Earnings (loss) from continuing operations |
|
3,732 |
|
13,366 |
|
(495 |
) |
(13,083 |
) |
3,520 |
| |||||
Earnings (loss) from discontinued operations, net of taxes |
|
(916 |
) |
|
|
|
|
|
|
(916 |
) | |||||
Net earnings (loss) |
|
$ |
2,816 |
|
$ |
13,366 |
|
$ |
(495 |
) |
$ |
(13,083 |
) |
$ |
2,604 |
|
Second Quarter Fiscal 2010
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
| |||||
Net sales |
|
$ |
25,220 |
|
$ |
106,294 |
|
$ |
18,536 |
|
$ |
(7,069 |
) |
$ |
142,981 |
|
Cost of goods sold |
|
17,666 |
|
41,568 |
|
8,424 |
|
(3,695 |
) |
63,963 |
| |||||
Gross profit |
|
7,554 |
|
64,726 |
|
10,112 |
|
(3,374 |
) |
79,018 |
| |||||
SG&A including amortization of intangible assets and change in fair value of contingent consideration |
|
7,651 |
|
56,253 |
|
11,264 |
|
(3,606 |
) |
71,562 |
| |||||
Royalties and other operating income |
|
6 |
|
2,054 |
|
1,802 |
|
(139 |
) |
3,723 |
| |||||
Operating income (loss) |
|
(91 |
) |
10,527 |
|
650 |
|
93 |
|
11,179 |
| |||||
Interest expense (income), net |
|
5,006 |
|
(1,077 |
) |
717 |
|
407 |
|
5,053 |
| |||||
Income from equity investment |
|
7,907 |
|
|
|
|
|
(7,907 |
) |
|
| |||||
Earnings (loss) from continuing operations before income taxes |
|
2,810 |
|
11,604 |
|
(67 |
) |
(8,221 |
) |
6,126 |
| |||||
Income taxes (benefit) |
|
(2,231 |
) |
3,816 |
|
(29 |
) |
(109 |
) |
1,447 |
| |||||
Earnings (loss) from continuing operations |
|
5,041 |
|
7,788 |
|
(38 |
) |
(8,112 |
) |
4,679 |
| |||||
Earnings (loss) from discontinued operations, net of taxes |
|
2,382 |
|
(37 |
) |
195 |
|
|
|
2,540 |
| |||||
Net earnings |
|
$ |
7,423 |
|
$ |
7,751 |
|
$ |
157 |
|
$ |
(8,112 |
) |
$ |
7,219 |
|
OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
First Half Fiscal 2011
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
| |||||
Net sales |
|
$ |
61,142 |
|
$ |
298,884 |
|
$ |
44,018 |
|
$ |
(15,090 |
) |
$ |
388,954 |
|
Cost of goods sold |
|
41,632 |
|
116,066 |
|
19,574 |
|
(8,915 |
) |
168,357 |
| |||||
Gross profit |
|
19,510 |
|
182,818 |
|
24,444 |
|
(6,175 |
) |
220,597 |
| |||||
SG&A including amortization of intangible assets and change in fair value of contingent consideration |
|
16,242 |
|
145,172 |
|
25,479 |
|
(5,907 |
) |
180,986 |
| |||||
Royalties and other operating income |
|
98 |
|
5,144 |
|
3,668 |
|
(97 |
) |
8,813 |
| |||||
Operating income |
|
3,366 |
|
42,790 |
|
2,633 |
|
(365 |
) |
48,424 |
| |||||
Interest expense (income), net |
|
9,904 |
|
(2,363 |
) |
1,530 |
|
1 |
|
9,072 |
| |||||
Loss on repurchase of 113/8% Senior Secured Notes |
|
8,248 |
|
|
|
|
|
|
|
8,248 |
| |||||
Income from equity investment |
|
34,771 |
|
|
|
|
|
(34,771 |
) |
|
| |||||
Earnings from continuing operations before income taxes |
|
19,985 |
|
45,153 |
|
1,103 |
|
(35,137 |
) |
31,104 |
| |||||
Income taxes (benefit) |
|
(974 |
) |
11,842 |
|
(215 |
) |
(129 |
) |
10,524 |
| |||||
Earnings from continuing operations |
|
20,959 |
|
33,311 |
|
1,318 |
|
(35,008 |
) |
20,580 |
| |||||
Earnings (loss) from discontinued operations, net of taxes |
|
(19 |
) |
143 |
|
|
|
|
|
124 |
| |||||
Net earnings |
|
$ |
20,940 |
|
$ |
33,454 |
|
$ |
1,318 |
|
$ |
(35,008 |
) |
$ |
20,704 |
|
First Half Fiscal 2010
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
| |||||
Net sales |
|
$ |
57,799 |
|
$ |
223,223 |
|
$ |
39,357 |
|
$ |
(13,773 |
) |
$ |
306,606 |
|
Cost of goods sold |
|
39,965 |
|
88,452 |
|
16,907 |
|
(7,443 |
) |
137,881 |
| |||||
Gross profit |
|
17,834 |
|
134,771 |
|
22,450 |
|
(6,330 |
) |
168,725 |
| |||||
SG&A including amortization of intangible assets and change in fair value of contingent consideration |
|
20,707 |
|
114,266 |
|
22,576 |
|
(7,738 |
) |
149,811 |
| |||||
Royalties and other operating income |
|
28 |
|
4,154 |
|
3,376 |
|
(322 |
) |
7,236 |
| |||||
Operating income (loss) |
|
(2,845 |
) |
24,659 |
|
3,250 |
|
1,086 |
|
26,150 |
| |||||
Interest expense (income), net |
|
9,929 |
|
(2,118 |
) |
1,399 |
|
810 |
|
10,020 |
| |||||
Income from equity investment |
|
19,167 |
|
|
|
|
|
(19,167 |
) |
|
| |||||
Earnings from continuing operations before income taxes |
|
6,393 |
|
26,777 |
|
1,851 |
|
(18,891 |
) |
16,130 |
| |||||
Income taxes (benefit) |
|
(7,541 |
) |
9,882 |
|
489 |
|
97 |
|
2,927 |
| |||||
Earnings from continuing operations |
|
13,934 |
|
16,895 |
|
1,362 |
|
(18,988 |
) |
13,203 |
| |||||
Earnings from discontinued operations, net of taxes |
|
5,604 |
|
780 |
|
129 |
|
|
|
6,513 |
| |||||
Net earnings |
|
$ |
19,538 |
|
$ |
17,675 |
|
$ |
1,491 |
|
$ |
(18,988 |
) |
$ |
19,716 |
|
OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
First Half Fiscal 2011
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
| |||||
Cash Flows From Operating Activities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Net cash provided by (used in) operating activities |
|
$ |
(18,587 |
) |
$ |
57,385 |
|
$ |
(5,536 |
) |
$ |
398 |
|
$ |
33,660 |
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Purchases of property and equipment |
|
(652 |
) |
(11,499 |
) |
(575 |
) |
|
|
(12,726 |
) | |||||
Other |
|
(398 |
) |
|
|
|
|
|
|
(398 |
) | |||||
Net cash used in investing activities |
|
(1,050 |
) |
(11,499 |
) |
(575 |
) |
|
|
(13,124 |
) | |||||
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Change in debt |
|
(46,600 |
) |
|
|
4,361 |
|
|
|
(42,239 |
) | |||||
Proceeds from issuance of common stock |
|
1,413 |
|
|
|
|
|
|
|
1,413 |
| |||||
Change in intercompany payable |
|
44,388 |
|
(45,371 |
) |
1,381 |
|
(398 |
) |
|
| |||||
Dividends on common stock |
|
(4,285 |
) |
|
|
|
|
|
|
(4,285 |
) | |||||
Net cash provided by (used in) financing activities |
|
(5,084 |
) |
(45,371 |
) |
5,742 |
|
(398 |
) |
(45,111 |
) | |||||
Cash Flows from Discontinued Operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Net cash provided by discontinued operations |
|
15,136 |
|
324 |
|
2,597 |
|
|
|
18,057 |
| |||||
Net change in Cash and Cash Equivalents |
|
(9,585 |
) |
839 |
|
2,228 |
|
|
|
(6,518 |
) | |||||
Effect of foreign currency translation |
|
|
|
|
|
199 |
|
|
|
199 |
| |||||
Cash and Cash Equivalents at the Beginning of Period |
|
41,130 |
|
809 |
|
2,155 |
|
|
|
44,094 |
| |||||
Cash and Cash Equivalents at the End of Period |
|
$ |
31,545 |
|
$ |
1,648 |
|
$ |
4,582 |
|
$ |
|
|
$ |
37,775 |
|
OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
First Half Fiscal 2010
|
|
Oxford |
|
Subsidiary |
|
Subsidiary |
|
Consolidating |
|
Consolidated |
| |||||
Cash Flows From Operating Activities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Net cash provided by (used in) operating activities |
|
$ |
(12,960 |
) |
$ |
37,151 |
|
$ |
(6,237 |
) |
23 |
|
$ |
17,977 |
| |
Cash Flows from Investing Activities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Purchases of property and equipment |
|
(531 |
) |
(2,483 |
) |
(356 |
) |
|
|
(3,370 |
) | |||||
Other |
|
99 |
|
|
|
|
|
|
|
99 |
| |||||
Net cash used in investing activities |
|
(432 |
) |
(2,483 |
) |
(356 |
) |
|
|
(3,271 |
) | |||||
Cash Flows from Financing Activities: |
|
|
|
|
|
|
|
|
|
|
| |||||
Change in debt |
|
|
|
|
|
1,172 |
|
|
|
1,172 |
| |||||
Proceeds from issuance of common stock |
|
230 |
|
|
|
|
|
|
|
230 |
| |||||
Change in intercompany payable |
|
35,821 |
|
(34,624 |
) |
(1,174 |
) |
(23 |
) |
|
| |||||
Dividends on common stock |
|
(3,638 |
) |
|
|
|
|
|
|
(3,638 |
) | |||||
Net cash provided by (used in) financing activities |
|
32,413 |
|
(34,624 |
) |
(2 |
) |
(23 |
) |
(2,236 |
) | |||||
Cash Flows from Discontinued Operations: |
|
|
|
|
|
|
|
|
|
|
| |||||
Net cash provided by discontinued operations |
|
264 |
|
36 |
|
7,238 |
|
|
|
7,538 |
| |||||
Net change in Cash and Cash Equivalents |
|
19,285 |
|
80 |
|
643 |
|
|
|
20,008 |
| |||||
Effect of foreign currency translation |
|
|
|
|
|
(125 |
) |
|
|
(125 |
) | |||||
Cash and Cash Equivalents at the Beginning of Period |
|
5,933 |
|
503 |
|
1,852 |
|
|
|
8,288 |
| |||||
Cash and Cash Equivalents at the End of Period |
|
$ |
25,218 |
|
$ |
583 |
|
$ |
2,370 |
|
$ |
|
|
$ |
28,171 |
|
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements contained in this report and the consolidated financial statements, notes to consolidated financial statements and Managements Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for fiscal 2010.
OVERVIEW
We generate revenues and cash flow primarily through the design, production, sale and distribution of branded consumer apparel for men, women and children and the licensing of company owned trademarks. Our principal markets and customers are located in the United States and, to a lesser extent, the United Kingdom. We source substantially all of our products through third party manufacturers located outside of the United States and United Kingdom. We distribute our products through our direct to consumer channels, including our retail stores, e-commerce websites and restaurants, and through our wholesale distribution channels, which include department stores, specialty stores, national chains, specialty catalogs, mass merchants and Internet retailers.
We believe the weak global economic conditions, which began in fiscal 2008, continue to impact our business and the apparel industry as a whole, although not as severely as in fiscal 2010. Although declines in consumer spending have moderated, unemployment levels remain high, consumer retail traffic generally remains depressed and the retail environment remains highly promotional. While we continue to focus on minimizing inventory markdown risk and promotional pressure, we have been more aggressive in our inventory purchases for fiscal 2011 than we were in the prior year. We continue to monitor the economic and market conditions closely and will moderate our inventory purchases if conditions deteriorate. We believe that the remainder of fiscal 2011 will be impacted by pricing pressures on raw materials, fuel, transportation and other costs necessary for the production and sourcing of apparel products, particularly in our Lanier Clothes and Ben Sherman businesses.
We continue to believe it is important to focus on maintaining a strong balance sheet and ample liquidity. We believe that the measures we have taken in recent years have significantly enhanced our balance sheet and liquidity, while allowing us to acquire the Lilly Pulitzer brand and operations, reduce our debt levels and continue to operate our businesses appropriately. We believe our strong balance sheet and liquidity will allow us to aggressively develop our lifestyle brands and maintain the financial flexibility to opportunistically enhance our capital structure and pursue desirable acquisitions, if any meet our investment criteria.
The apparel and retail industry is cyclical and dependent upon the overall level of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. The impact of negative economic conditions may have a longer and more severe impact on the apparel and retail industry than the same conditions have on other industries. Therefore, even if conditions improve in the general economy, the negative impact on the apparel and retail industry may continue.
The following table sets forth our consolidated operating results (in thousands, except per share amounts) for the first half of fiscal 2011 compared to the first half of fiscal 2010: