EX-99.2 3 g01935exv99w2.txt EX-99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS EXHIBIT 99.2 OXFORD INDUSTRIES, INC. SUMMARY OF UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS This unaudited pro forma financial information should be read in conjunction with the consolidated financial statements and notes of Oxford Industries, Inc. included in its annual report filed on Form 10-K for the year ended June 3, 2005 and the unaudited condensed consolidated financial statements and notes of Oxford Industries, Inc. included in its Form 10-Q for the quarter and nine months ended March 3, 2006. The following unaudited pro forma condensed consolidated statements of earnings for the year ended June 3, 2005 (fiscal 2005 year), the quarter ended March 3, 2006 (third quarter of fiscal 2006) and the nine months ended March 3, 2006 (nine months of fiscal 2006) have been prepared to give effect to the disposition of operations related to our Womenswear Group, which occurred on June 2, 2006, as if the disposition had occurred on May 28, 2004. The following unaudited pro forma condensed consolidated balance sheet as of March 3, 2006 has been prepared to give effect to the disposition of our Womenswear Group, which occurred on June 2, 2006, as if the disposition had occurred on March 3, 2006. These unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of future results or of actual results that would have been achieved had the disposition of the Womenswear Group been completed as of the dates specified above. The amount of proceeds to be received as presented in this pro forma balance sheet as of March 3, 2006, is not necessarily reflective of the total anticipated impact on our debt levels due to seasonality differences between March 3, 2006 and June 2, 2006, and the impact of assets and liabilities related to the discontinued operations, which will be retained and have not been included in the proceeds calculation in the pro forma balance sheet as of March 3, 2006. These retained assets and liabilities will impact the amount ultimately available for the reduction of debt, as they are converted to cash which is expected to occur within the first quarter after the transaction is completed. OXFORD INDUSTRIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE FISCAL 2005 YEAR (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA TOTAL ---------- ----------- --------------- (a) (b) Net sales $ 1,313,609 $ (256,822) $ 1,056,787 Cost of goods sold 875,355 (219,040) 656,315 -------------------------------------------------------------------- Gross profit 438,254 (37,782) 400,472 Selling, general and administrative expense 336,608 (24,974) (c) 311,634 Amortization of intangible assets 8,978 (356) 8,622 -------------------------------------------------------------------- 345,586 (25,330) 320,256 Royalties and other operating income 12,059 - 12,059 -------------------------------------------------------------------- Operating income 104,727 (12,452) 92,275 Interest expense, net 29,147 (3,376) (d) 25,771 -------------------------------------------------------------------- Earnings before income taxes 75,580 (9,076) 66,504 Income taxes 25,753 (3,531) (e) 22,222 -------------------------------------------------------------------- Net earnings from continuing operations 49,827 (5,545) 44,282 ==================================================================== Net earnings from continuing operations per common share: Basic $ 2.97 $ (0.33) $ 2.64 Diluted $ 2.87 $ (0.32) $ 2.55 Weighted average common shares outstanding: Basic 16,788 16,788 Dilutive impact of options, earn-out shares and restricted shares 562 562 -------------------------------------------------------------------- Diluted 17,350 17,350 ====================================================================
OXFORD INDUSTRIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE THIRD QUARTER OF FISCAL 2006 (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA TOTAL ---------- ----------- --------------- (f) (b) Net sales $ 356,088 $ (80,928) $ 275,160 Cost of goods sold 232,624 (66,580) 166,044 -------------------------------------------------------------------- Gross profit 123,464 (14,348) 109,116 Selling, general and administrative expense 95,656 (7,672) (c) 87,984 Amortization of intangible assets 1,853 - 1,853 -------------------------------------------------------------------- 97,509 (7,672) 89,837 Royalties and other operating income 3,117 - 3,117 -------------------------------------------------------------------- Operating income 29,072 (6,676) 22,396 Interest expense, net 7,035 (1,163) (d) 5,872 -------------------------------------------------------------------- Earnings before income taxes 22,037 (5,513) 16,524 Income taxes 7,436 (2,145) (e) 5,291 -------------------------------------------------------------------- Net earnings from continuing operations 14,601 (3,368) 11,233 ==================================================================== Net earnings from continuing operations per common share: Basic $ 0.83 $ (0.19) $ 0.64 Diluted $ 0.82 $ (0.19) $ 0.63 Weighted average common shares outstanding: Basic 17,533 17,533 Dilutive impact of options, earn-out shares and restricted shares 235 235 -------------------------------------------------------------------- Diluted 17,768 17,768 ====================================================================
OXFORD INDUSTRIES, INC. PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS FOR THE NINE MONTHS OF FISCAL 2006 (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA TOTAL ---------- ----------- --------------- (f) (b) Net sales $ 1,027,218 $ (205,680) $ 821,538 Cost of goods sold 676,293 (170,686) 505,607 -------------------------------------------------------------------- Gross profit 350,925 (34,994) 315,931 Selling, general and administrative expense 273,045 (21,561) (c) 251,484 Amortization of intangible assets 5,557 - 5,557 -------------------------------------------------------------------- 278,602 (21,561) 257,041 Royalties and other operating income 10,031 - 10,031 -------------------------------------------------------------------- Operating income 82,354 (13,433) 68,921 Interest expense, net 21,240 (3,489) (d) 17,751 -------------------------------------------------------------------- Earnings before income taxes 61,114 (9,944) 51,170 Income taxes 21,622 (3,868) (e) 17,754 -------------------------------------------------------------------- Net earnings from continuing operations 39,492 (6,076) 33,416 ==================================================================== Net earnings from continuing operations per common share: Basic $ 2.26 $ (0.35) $ 1.91 Diluted $ 2.22 $ (0.34) $ 1.88 Weighted average common shares outstanding: Basic 17,471 17,471 Dilutive impact of options, earn-out shares and restricted shares 280 280 -------------------------------------------------------------------- Diluted 17,751 17,751 ====================================================================
(a) Historical financial information is derived from Oxford Industries, Inc.'s annual report filed on Form 10-K as of June 3, 2005. (b) Represents the respective historical individual line items of the Womenswear Group's statements of earnings, except as otherwise noted. (c) Represents selling, general and administrative expense of the Womenswear Group, but excludes corporate overhead and service costs that have historically been allocated to the Womenswear Group. Such corporate overhead and service costs may not necessarily be eliminated as a result of the disposition of the Womenswear Group. (d) Represents interest expense that would not have been incurred had the disposition of the Womenswear Group occurred as of May 28, 2004. It is assumed that proceeds from the disposition, net of tax would have been used to repay obligations under Oxford Industries, Inc.'s $280 million U.S. Secured Revolving Credit Facility. Interest expense is calculated as the estimated proceeds at May 28, 2004, including the proceeds related to retained assets and liabilities multiplied by the weighted average interest rate of 4.5% and 6.2% for fiscal 2005 and fiscal 2006, respectively. (e) Represents income taxes calculated at the statutory rate that would not have been incurred had the disposition of the Womenswear Group occurred as of May 28, 2004. (f) Historical financial information is derived from Oxford Industries, Inc.'s quarterly report filed on Form 10-Q as of March 3, 2006. OXFORD INDUSTRIES, INC. PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS MARCH 3, 2006 (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PRO FORMA PRO FORMA HISTORICAL ADJUSTMENTS TOTAL ---------- ------------- --------- (a) ASSETS Current Assets: Cash and cash equivalents $ 10,004 $ - $ 10,004 Receivables, net 206,762 (55,403)(b) 151,359 Inventories 166,183 (32,795)(b) 133,388 Prepaid expenses 23,624 (83)(b) 23,541 Current assets related to discontinued operations - 68,913 68,913 ----------------------------------------------------------------------- Total current assets 406,573 (19,368)(b) 387,205 Property, plant and equipment, net 69,698 (787)(b) 68,911 Goodwill, net 185,411 (3,992)(b) 181,419 Intangible assets, net 232,960 - 232,960 Other non-current assets, net 21,179 (4)(b) 21,175 ----------------------------------------------------------------------- TOTAL ASSETS $915,821 $ (24,151) $891,670 ======================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities 146,000 (19,429)(b) 126,571 Current liabilities related to discontinued operations - 16,544 16,544 Long-term debt, less current maturities 309,530 (32,623)(c) 276,907 Other non-current liabilities 28,440 - 28,440 Deferred income taxes 74,579 - 74,579 Commitments and contingencies - - - Shareholders' Equity: Preferred Stock, $1.00 par value; 30,000 authorized and none issued and outstanding at March 3, 2006 - - - Common stock, $1.00 par value, 60,000 authorized and 17,613 issued and outstanding at March 3, 2006 17,613 - 17,613 Additional paid-in capital 72,232 2,377(d) 74,609 Retained earnings 272,938 8,980(e) 281,918 Accumulated other comprehensive (loss) income (5,511) - (5,511) ---------------------------------------------------------------------- Total shareholders' equity 357,272 11,357 368,629 ---------------------------------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $915,821 $ (24,151) $891,670 ======================================================================
(a) Historical financial information is derived from Oxford Industries, Inc.'s quarterly report filed on Form 10-Q as of March 3, 2006. (b) Represents the elimination and reclassification to assets/liabilities related to discontinued operations of the Womenswear Group's balance sheet that were assumed sold or retained, respectively, as of March 3, 2006. (c) Represents the net reduction in debt from the proceeds of the transaction (without consideration of the retained assets and liabilities) less the payment of transaction costs, including any employee related costs and income taxes (at the statutory rate). (d) Represents the additional paid in capital resulting from the modification of stock options and restricted stock awards for employees of the discontinued operations based upon the closing stock price on March 3, 2006. (e) Represents the net gain on the transaction after considering transaction costs and income taxes.