OXM 8-K
Oxford Industries Inc (OXM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
_______________________________
(Exact name of registrant as specified in its charter)
_______________________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
As announced by Oxford Industries, Inc. (the “Company”) in its press release on January 6, 2025, the Company will be presenting at the ICR Conference 2025. The Company’s presentation is scheduled to begin at 8:30 a.m., Eastern time, on January 14, 2025 and will be webcast on the Company’s website at www.oxfordinc.com.
In connection with the presentation and related meetings with analysts and investors, the Company is announcing, among other things, that its performance during the Holiday selling season and Resort selling season to date is on track to meet its previously issued guidance for the year, which was published by the Company in its press release issued on December 11, 2024. A copy of the Company’s press releases can be found under the Investor Relations tab of its website at www.oxfordinc.com.
In addition, the Company is furnishing as Exhibit 99.1 hereto a copy of the presentation materials that will be displayed during its presentation at the ICR Conference.
The information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Statements Regarding Forward-Looking Statements
This Current Report on Form 8-K includes statements that constitute forward-looking statements within the meaning of the federal securities laws. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "project," "will" and similar expressions identify forward-looking statements, which 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). Such statements are subject to a number of risks, uncertainties and assumptions including, without limitation, demand for our products, which may be impacted by macroeconomic factors that may impact consumer discretionary spending and pricing levels for apparel and related products, many of which may be impacted by inflationary pressures, elevated interest rates, concerns about the stability of the banking industry or general economic uncertainty, and the effectiveness of measures to mitigate the impact of these factors; possible changes in governmental monetary and fiscal policies, including, but not limited to, Federal Reserve policies in connection with continued inflationary pressures and the impact of the recent elections in the United States; competitive conditions and/or evolving consumer shopping patterns, particularly in a highly promotional retail environment; acquisition activities (such as the acquisition of Johnny Was), including our ability to integrate key functions, recognize anticipated synergies and minimize related disruptions or distractions to our business as a result of these activities; supply chain disruptions; changes in trade policies and regulations, including the potential for increases or changes in duties, current and potentially new tariffs or quotas; costs and availability of labor and freight deliveries, including our ability to appropriately staff our retail stores and food & beverage locations; costs of products as well as the raw materials used in those products, as well as our ability to pass along price increases to consumers; energy costs; our ability to respond to rapidly changing consumer expectations; unseasonal or extreme weather conditions or natural disasters, such as the September and October 2024 hurricanes impacting the Southeastern United States; lack of or insufficient insurance coverage; the ability of business partners, including suppliers, vendors, wholesale customers, licensees, logistics providers and landlords, to meet their obligations to us and/or continue our business relationship to the same degree as they have historically; retention of and disciplined execution by key management and other critical personnel; cybersecurity breaches and ransomware attacks, as well as our and our third party vendors’ ability to properly collect, use, manage and secure business, consumer and employee data and maintain continuity of our information technology systems; the effectiveness of our advertising initiatives in defining, launching and communicating brand-relevant customer experiences; the level of our indebtedness, including the risks associated with heightened interest rates on the debt and the potential impact on our ability to operate and expand our business; the timing of shipments requested
by our wholesale customers; fluctuations and volatility in global financial and/or real estate markets; our ability to identify and secure suitable locations for new retail store and food & beverage openings; the timing and cost of retail store and food & beverage location openings and remodels, technology implementations and other capital expenditures; the timing, cost and successful implementation of changes to our distribution network; the effectiveness of recent, focused efforts to reassess and realign our operating costs in light of revenue trends, including potential disruptions to our operations as a result of these efforts; pandemics or other public health crises; expected outcomes of pending or potential litigation and regulatory actions; the increased consumer, employee and regulatory focus on sustainability issues and practices, including failures by our suppliers to adhere to our vendor code of conduct; the regulation or prohibition of goods sourced, or containing raw materials or components, from certain regions and our ability to evidence compliance; access to capital and/or credit markets; factors that could affect our consolidated effective tax rate; the risk of impairment to goodwill and other intangible assets such as the recent impairment charges incurred in our Johnny Was segment; and geopolitical risks, including ongoing challenges between the United States and China and those related to the ongoing war in Ukraine, the Israel-Hamas war and the conflict in the Red Sea region. Forward-looking statements reflect our expectations at the time such forward-looking statements are made, based on information available at such time, and are not guarantees of performance.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part I. Item 1A. Risk Factors contained in our Fiscal 2023 Form 10-K, and those described from time to time in our future reports filed with the SEC. We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | ||
| 99.1 | Oxford Industries ICR Conference 2025 Investor Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Oxford Industries, Inc. | |||
| Date: January 13, 2025 | By: | /s/ Suraj A. Palakshappa | |
| Suraj A. Palakshappa | |||
| Senior Vice President | |||
Exhibit 99.1
ICR Conference 2025
Introduction Tom Chubb Chairman, Chief Executive Officer and President
This presentation was prepared as of January 13, 2025, and, except as otherwise provided herein, the information contained in th is presentation is as of January 13, 202 5 . Any subsequent distribution, dissemination or reproduction of this presentation or any of its content is not an affirmation or re sta tement of any forward - looking statements contained herein. Forward - Looking Statements This presentation includes statements that constitute forward - looking statements. Such statements are subject to a number of ris ks, uncertainties and assumptions which could cause actual results to differ materially from those anticipated or projected, including, without li mitation, those identified under Part I, Item 1A. contained in our Annual Report on Form 10 - K for the period ended February 3, 2024 under the heading “Risk Factors,” those descri bed from time to time in subsequent reports filed with the SEC and those identified in our press release dated December 11, 2024 under the caption, “Safe Harbor”, all of wh ich are available under the Investor Relations tab of our website at oxfordinc.com. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could impact the forward - looking statements contained in this presentation. You should not place undue reliance on forward - looking statements, w hich speak only as of the date 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. Non - GAAP Measures This infographic contains certain non - GAAP financial metrics, such as adjusted earnings per share, which are intended to supple ment our consolidated financial results presented in accordance with GAAP. We use these adjusted financial measures in making financial, operation al and planning decisions, to evaluate our ongoing performance and in discussions with investment and other financial institutions, our board of directors and others. Reconcili ati ons of these adjusted measures to the most directly comparable GAAP financial measures are presented in tables included at the end of our press releases dated December 11 , 2024, and March 28, 2024 . Cautionary Statement
OUR OBJECTIVE To maximize long - term shareholder value OUR STRATEGY To drive excellence across a portfolio of lifestyle brands that create sustained, profitable growth OUR PURPOSE To evoke happiness OUR FOCUS Generate cash to fund organic growth, acquisition opportunities and return of capital to shareholders
• Portfolio of happy, upbeat, high - margin lifestyle brands • Founded in 1942 and headquartered in Atlanta, GA • Significant opportunity for profitable growth o Digital capabilities driving customer reach and engagement o Omnichannel expertise o Compelling and growing bricks and mortar footprint o Brand - enhancing hospitality businesses • Strong cash flow and a long history of returning capital to shareholders, including a 12% CAGR on dividends from FY14 to FY24 • Publicly traded on the New York Stock Exchange since 1964 under the symbol OXM TTM Revenue by Distribution Channel (1) TTM Revenue by Operating Group (1,2) $1.5B $1.5B 1. Trailing twelve months (“ TTM “) as of 11/2/2024 2. Emerging Brands consist of Southern Tide, The Beaufort Bonnet Company, Duck Head and Jack Rogers
Financial Highlights Fiscal 2024 • There were several headwinds that negatively a ffected our business more significantly than originally anticipated ◦ Lower levels of consumer sentiment for most of the fiscal year ◦ Consumers distracted by the U.S. elections, hurricanes and other world events that were exacerbated by: ▪ Our focus on affluent 45+ consumers who tend to be more headline and market sensitive ▪ Our focus on Florida that comprise s approximately 1/3 of our brick - and - mortar business ▪ Consumers already impacted by several years of persistently high inflation • Despite the challenges, we continued to invest in long - term growth, including : ◦ 30+ new stores opened in Fiscal 2024 ◦ Significant progress on new fulfillment center in Lyons, Georgia • Negative trends began to soften after the conclusion of the U.S. elections in November Fiscal 2025 • Primary focus is to improve operating margins across the portfolio ◦ Focus on driving top - line growth through: ▪ Continued store openings ▪ Marketing efficiency and effectiveness ◦ SG&A expense management and rationalization • Modestly positive increases in comp store and wholesale sales would likely lead to meaningful improvement of financial result s • Continue to invest in the business and returning capital to shareholders
‒ Highly profitable operating model ‒ Aspirational and inspiring messaging ‒ Full lifestyle brand covering a broad array of categories ‒ Unique, complementary food and beverage concept s ‒ Advanced omnichannel capabilities “Long live the island life” TTM Revenue by Operating Group (1) 1. TTM as of 11/2/2024
‒ Highly profitable operating model ‒ Vibrant colors and proprietary prints ‒ Favorable product mix trends ‒ Advanced omnichannel capabilities “Create your sunshine, a resort state of mind” TTM Revenue by Operating Group (1) 1. TTM as of 11/2/2024
‒ Affordable luxury price point drives high consumer spend ‒ Diversifies OXM portfolio across fashion points of view, seasons and geographies ‒ Attractive store economics TTM Revenue by Operating Group (1) 1. TTM as of 11/2/2024
‒ Allows for creative and brand autonomy while ensuring best - in - class execution ‒ Paves the way for potential future investments TTM Revenue by Operating Group (1) 1. TTM as of 11/2/2024 Emerging Brands Group
37% Customer Growth since pre - pandemic in 2019 80% DTC Sales 2.8M TTM Known Unique Active Customers $3 85+ Average Annual Spend Passionate consumer base with strong emotional connection to our brands
Investing in Our Future Through Store Growth • Brick and mortar retail represents our largest channel of distribution at 39% of total consolidated sales on a TTM basis as of Q3FY24. • Brick and mortar locations are profitable, and traffic has remained strong despite macroeconomic headwinds in Fiscal 2024 • Physical locations also serve important roles in: ◦ Entrance into new markets ◦ Guest acquisition ◦ Brand presentation and marketing • Economics vary by brand but opening new locations require high internal hurdle rates Direct to Consumer Locations Ending Count Net Open Beginning Count Period 309 19 290 TTM Q3 2023 342 33 309 TTM Q3 2024 (1) 1. We expect to open 5 additional locations in Fiscal 2024
Lyons, Georgia Location Initial opening in late Fiscal 2025 with completed rollout by mid Fiscal 2026 Targeted Project Completion ~$130 million, with $75 million occurring in Fiscal 2024 and the remainder in Fiscal 2025 Total Project Cost • Increase shipping capacity from current 7 million units to over 20 million units o Faster delivery to eCommerce customers in the eastern US o More frequent store inventory replenishment • Enhance enterprise - level fulfillment approach by consolidating technology and systems across brands • Higher per - employee throughput via increased automation • Supports all of Oxford’s brands Project Goals Investing in the Future via Fulfillment Capabilities
10 - Year Share Price and Dividend Trends (1) (1) (1) $0.84 $1.00 $1.08 $1.08 $1.36 $1.48 $1.00 $1.63 $2.20 $2.60 $2.68 $55.94 $69.86 $54.07 $79.20 $77.25 $69.40 $65.24 $80.95 $117.23 $96.16 $86.02 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Dividend Share Price 1. 2024 data includes expected dividend for the full fiscal year and the share price at close on 1/10/2025.
(58) 178 (112) (43) (9) (6) (1) (51) Beginning Net Cash/Debt Cash Flow from Operations Capital Expenditures Dividends Acquisitions Share Repurchases Other Ending Net Cash/Debt Capital Allocation (TTM) Increase Decrease Total
• Performance during the holiday and Resort selling season to date is on track to meet our previous guidance range issued on December 11, 2024 • January is a very important full - price sales month for the Resort season Holiday and Resort Update
