UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

OXFORD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Georgia		58-0831862
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification number)

(404) 659-2424

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 o

Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act. Yes þ  No o

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yeso    No þ 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

		Number of shares outstanding
Title of each class		as of January 9, 2006
Common Stock, $1 par value		17,611,041

 

 

OXFORD INDUSTRIES, INC.
INDEX TO FORM 10-Q
For quarter ended December 2, 2005

		Page
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Earnings (Unaudited)		4
Condensed Consolidated Balance Sheets (Unaudited)		5
Condensed Consolidated Statements of Cash Flows (Unaudited)		6
Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		26
Item 4. Controls and Procedures		28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
Item 3. Defaults Upon Senior Securities		29
Item 4. Submission of Matters to a Vote of Security Holders		29
Item 5. Other Information		29
Item 6. Exhibits		29
Signatures		30
EX-31.1 SECTION 302 CERTIFICATION OF THE PEO
EX-31.2 SECTION 302 CERTIFICATION OF THE PFO
EX-32 SECTION 906 CERTIFICATION OF THE PEO AND PFO

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

Our Securities and Exchange Commission filings and public announcements often include forward-looking statements about future events. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Important assumptions relating to these forward-looking statements include, among others, assumptions regarding demand for our products, expected pricing levels, raw material costs, the timing and cost of planned capital expenditures, expected outcomes of pending litigation, competitive conditions, general economic conditions and expected synergies in connection with acquisitions and joint ventures. Forward-looking statements reflect our current expectations and are not guarantees of performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. These beliefs and assumptions could prove inaccurate. Forward-looking statements involve risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Many of these risks and uncertainties are beyond our ability to control or predict.

Such risks and uncertainties include, but are not limited to: (1) general economic cycles; (2) competitive conditions in our industry; (3) price deflation in the worldwide apparel industry; (4) our ability to identify and respond to rapidly changing fashion trends and to offer innovative and distinctive products; (5) changes in trade quotas or other trade regulations; (6) our ability to continue to finance our working capital and growth on acceptable terms; (7) unseasonable weather or natural disasters; (8) the price and availability of raw materials and finished goods; (9) the impact of rising energy costs on our costs and consumer spending; (10) our dependence on and relationships with key customers; (11) consolidation among our customer base; (12) the ability of our third party producers to deliver quality products in a timely manner; (13) potential disruptions in the operation of our distribution facilities; (14) any disruption or failure of our computer systems or data network; (15) the integration of our acquired businesses; (16) our ability to successfully implement our growth plans, including growth by acquisition; (17) unforeseen liabilities associated with our acquisitions; (18) unforeseen costs associated with entry into and exit from certain lines of business; (19) economic and political conditions in the foreign countries in which we operate or source our products; (20) increased competition from direct sourcing; (21) our ability to maintain our licenses; (22) our ability to protect our intellectual property and prevent our trademarks, service marks and goodwill from being harmed by competitors’ products; (23) our reliance on key management and our ability to develop effective succession plans; (24) our ability to develop and maintain an effective organization structure; (25) risks associated with changes in global currency exchange rates; (26) changes in interest rates on our variable rate debt; (27) the impact of labor disputes, wars or acts of terrorism on our business; (28) the effectiveness of our disclosure controls and procedures related to financial reporting; (29) our ability to maintain current pricing on our products given competitive or other factors; and (30) our ability to expand our retail operations.

You are cautioned not to place undue reliance on forward-looking statements, which are current as of the date this report is filed with the Securities and Exchange Commission. 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. Other risks or uncertainties may be detailed from time to time in our future Securities and Exchange Commission filings.

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
(in thousands, except per share amounts)

		Second Quarter of								First Half of
		Fiscal 2006				Fiscal 2005				Fiscal 2006				Fiscal 2005
Net sales		$	334,652			$	312,988			$	671,130			$	577,810
Cost of goods sold			223,223				210,647				443,669				389,773
Gross profit			111,429				102,341				227,461				188,037
Selling, general and administrative expense			88,653				82,407				177,389				150,735
Amortization of intangible assets			1,851				2,424				3,704				4,136
			90,504				84,831				181,093				154,871
Royalties and other operating income			3,653				3,301				6,914				5,054
Operating income			24,578				20,811				53,282				38,220
Interest expense, net			7,322				6,855				14,205				14,776
Earnings before income taxes			17,256				13,956				39,077				23,444
Income taxes			6,248				4,884				14,186				8,204
Net earnings		$	11,008			$	9,072			$	24,891			$	15,240
Earnings per common share:
Basic		$	0.63			$	0.54			$	1.43			$	0.91
Diluted		$	0.62			$	0.53			$	1.40			$	0.89
Weighted average common shares outstanding:
Basic			17,490				16,761				17,440				16,737
Dilutive impact of options, earn-out shares and restricted shares			257				455				295				480
Diluted			17,747				17,216				17,735				17,217
Dividends per common share		$	0.135			$	0.120			$	0.270			$	0.240

See accompanying notes.

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except per share amounts)

		December 2, 2005				June 3, 2005				November 26, 2004
Assets
Current Assets:
Cash and cash equivalents		$	6,848			$	6,499			$	19,414
Receivables, net			185,581				197,094				175,053
Inventories			166,776				169,296				161,832
Prepaid expenses			27,457				20,506				17,817
Total current assets			386,662				393,395				374,116
Property, plant and equipment, net			66,050				65,051				55,431
Goodwill, net			184,144				188,563				165,650
Intangible assets, net			234,812				234,854				239,698
Other non-current assets, net			22,949				24,014				24,657
Total Assets		$	894,617			$	905,877			$	859,552
Liabilities and Shareholders’ Equity
Current Liabilities:
Trade accounts payable		$	91,220			$	105,992			$	96,595
Accrued compensation			25,378				31,043				22,027
Additional acquisition cost payable			—				25,754				—
Other accrued expenses			23,097				30,890				45,495
Dividends payable			2,310				2,278				2,013
Income taxes payable			3,334				13,085				1,555
Short-term debt and current maturities of long-term debt			4,886				3,407				6,973
Total current liabilities			150,225				212,449				174,658
Long-term debt, less current maturities			298,989				289,123				315,608
Other non-current liabilities			27,503				23,562				13,665
Deferred income taxes			75,254				77,242				79,754
Commitments and contingencies Shareholders’ Equity:
Preferred Stock, $1.00 par value; 30,000 authorized and none issued and outstanding at December 2, 2005, June 3, 2005 and November 26, 2004			—				—				—
Common stock, $1.00 par value, 60,000 authorized and 17,602 issued and outstanding at December 2, 2005; 60,000 authorized and 16,884 issued and outstanding at June 3, 2005; and 60,000 authorized and 16,778 issued and outstanding at November 26, 2004			17,602				16,884				16,778
Additional paid-in capital			71,166				45,918				42,709
Retained earnings			260,977				240,401				210,367
Accumulated other comprehensive (loss) income			(7,099	)			298				6,013
Total shareholders’ equity			342,646				303,501				275,867
Total Liabilities and Shareholders’ Equity		$	894,617			$	905,877			$	859,552

See accompanying notes.

OXFORD INDUSTRIES, INC.

		First Half of
		Fiscal 2006				Fiscal 2005
Cash Flows from Operating Activities
Net earnings		$	24,891			$	15,240
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation			7,254				6,305
Amortization of intangible assets			3,704				4,136
Amortization of deferred financing costs and bond discount			1,232				3,118
(Gain) on the sale of assets			(87	)			(106	)
Equity income			(39	)			(323	)
Deferred income taxes			(1,353	)			(3,333	)
Changes in working capital:
Receivables			10,505				25,241
Inventories			2,943				(18,703	)
Prepaid expenses			(5,454	)			1,900
Trade accounts payable			(14,627	)			(9,352	)
Accrued expenses and other current liabilities			(13,409	)			(8,888	)
Stock options income tax benefit			1,843				965
Income taxes payable			(9,535	)			(2,852	)
Other non-current assets			(3,378	)			(1,181	)
Other non-current liabilities			4,446				2,541
Net cash provided by operating activities			8,936				14,708
Cash Flows from Investing Activities
Acquisitions, net of cash acquired			(11,501	)			(139,814	)
Distribution from joint venture investment			1,856				—
Investment in deferred compensation plan			(587	)			(593	)
Purchases of property, plant and equipment			(8,496	)			(6,508	)
Proceeds from sale of property, plant and equipment			6				413
Net cash (used in) investing activities			(18,722	)			(146,502	)
Cash Flows from Financing Activities
Repayment of financing arrangements			(179,591	)			(154,694	)
Proceeds from financing arrangements			191,059				263,832
Payments of debt issuance costs			—				(2,766	)
Proceeds from issuance of common shares			3,862				752
Dividends on common shares			(4,579	)			(3,896	)
Net cash provided by financing activities			10,751				103,228
Net change in cash and cash equivalents			965				(28,566	)
Effect of foreign currency translation on cash and cash equivalents			(616	)			411
Cash and cash equivalents at the beginning of period			6,499				47,569
Cash and cash equivalents at the end of period		$	6,848			$	19,414
		-
Supplemental Cash Flow Information:
Cash paid for:
Interest, net		$	13,659			$	11,238
Income taxes		$	24,499			$	10,713

See accompanying notes.

OXFORD INDUSTRIES, INC.

1.		Basis of Presentation: We prepared the accompanying unaudited condensed consolidated financial statements in accordance with the rules and regulations of the Securities and Exchange Commission including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Such rules and regulations allow us to condense and omit certain information and footnote disclosures normally included in audited financial statements prepared in accordance with accounting principles generally accepted in the United States. We believe these condensed consolidated financial statements reflect all normal, recurring adjustments that are necessary for a fair presentation of our financial position and results of operations for the periods presented. Results of operations for the interim periods presented are not necessarily indicative of results to be expected for the year primarily due to the impact of seasonality on our business. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and financial statements and notes thereto included in our fiscal 2005 Form 10-K.
		As used in this report, “our,” “us,” “we” and similar phrases refer to Oxford Industries, Inc. and its consolidated subsidiaries; “fiscal 2005,” “fiscal 2006” and “fiscal 2007” refer to our fiscal years ended or ending on June 3, 2005, June 2, 2006 and June 1, 2007, respectively; “first quarter of fiscal 2006,” “first quarter of fiscal 2005,” “second quarter of fiscal 2006,” “second quarter of fiscal 2005,” refer to our fiscal quarters ended on September 2, 2005, August 26, 2004, December 2, 2005, and November 26, 2004, respectively. Additionally, as used in this report, “first half of fiscal 2006” and “first half of fiscal 2005” refer to the six months ended December 2, 2005 and November 26, 2004, respectively.
		The accounting policies applied during the interim periods presented are consistent with the significant and critical accounting policies as described in our fiscal 2005 Form 10-K.
		Certain amounts in the prior periods’ financial statements, as previously reported, have been reclassified to conform to the current year’s presentation. These reclassifications primarily relate to certain costs of our Ben Sherman Limited (“Ben Sherman”) operations to provide consistency in classification between net sales, cost of goods sold and selling, general and administrative expenses. These reclassifications had no impact on net earnings as previously reported.
		Future Accounting Standards
		In October 2004, the American Jobs Creation Act of 2004 (the “Act”) was signed into law by the President. Among other provisions, the Act provides for a special one-time tax deduction of 85 percent of certain foreign earnings that are repatriated in either an enterprise’s last tax year that began before the enactment date or the first tax year that begins during the one-year period beginning on the date of enactment. As a result of the execution of the Act, the accounting treatment of such unremitted earnings that are expected to be repatriated must be considered in evaluating an entity’s tax provision. We are currently evaluating the appropriate action with respect to the repatriation provision. As we have not completed this assessment, no impact of repatriation has been recognized in our tax provision for the second quarter of fiscal 2006. We expect to have this evaluation completed during the third or fourth quarter of fiscal 2006.

2.

Inventories: The components of inventories are summarized as follows (in thousands):

		December 2, 2005				June 3, 2005				November 26, 2004
Finished goods		$	136,618			$	136,686			$	128,680
Work in process			10,117				9,238				9,539
Fabric, trim and supplies			20,041				23,372				23,613
Total		$	166,776			$	169,296			$	161,832

3.		Significant Acquisitions: On July 30, 2004, we acquired 100% of the capital stock of Ben Sherman, which we operate as part of our Menswear Group. Ben Sherman is a London-based designer, distributor and marketer of branded sportswear and footwear, licenses its brand for accessories and other products and operates retail stores. The purchase price for Ben Sherman was £80 million sterling, or approximately $145 million, plus associated expenses of approximately $3.3 million. The transaction was financed with cash on hand, borrowings from our Senior Secured Revolving Credit Facility and unsecured notes payable to the management shareholders of Ben Sherman, both as described in Note 4.
		The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition for Ben Sherman (in thousands).

Total purchase price		$	149,157
Cash		$	7,656
Accounts receivable			25,637
Inventories			24,288
Prepaid expenses			2,841
Goodwill			47,243
Intangible assets			96,500
Property, plant and equipment			3,765
Current liabilities			(29,823	)
Deferred taxes			(28,950	)
Fair value of net assets acquired		$	149,157

The pro forma financial information presented below (in thousands) gives effect to the Ben Sherman acquisition (July 30, 2004) as if the acquisition had occurred as of the beginning of fiscal 2005. The information presented below is for illustrative purposes only and is not indicative of results that would have been achieved if the acquisition had occurred as of the beginning of fiscal 2005 or results which may be achieved in the future.

		First Half of Fiscal 2005
Net sales		$	608,290
Net earnings		$	18,024
Net earnings per share:
Basic		$	1.08
Diluted		$	1.05

Additionally, during the first half of fiscal 2006, we have acquired certain other trademarks, including Solitude® and Arnold Brant® , and related working capital through asset acquisitions for a total purchase price of $5.9 million. Payment of additional contingent consideration of $8.0 million is required in the event certain earnings measures are met in future periods. In connection with these acquisitions, we have also entered into certain arrangements which require that we pay a royalty fee or sales commission, generally based on a specified percentage of net sales in future periods, to the principal of the seller of these trademarks.

These acquisitions, along with the acquisition of Tommy Bahama Group on June 13, 2003, are consistent with one of our key strategic objectives to own major lifestyle brands. The acquisitions provide strategic growth opportunities and further diversification of our business over distribution channels, price points, product categories and target customers. The results of operations of each acquisition are included in our consolidated statements of earnings from the date of the acquisition.

4.

Debt: The following table details our debt outstanding as of the dates specified (in thousands):

		December 2,				June 3,				November 26,
		2005				2005				2004
$280 million U.S. Senior Secured Revolving Credit Facility (“U.S. Revolver”), which accrues interest, unused line fees and letter of credit fees based upon a pricing grid which is tied to certain financial ratios (6.30% at December 2, 2005), requires interest payments monthly with principal due at maturity (July 2009), and is collateralized by substantially all the assets of the company and its domestic subsidiaries		$	99,900			$	90,100			$	116,700
£12 million (approximately $21 million) Senior Secured Revolving Credit Facility (“U.K. Revolver”), which accrues interest at the bank’s base rate plus 1.2% (5.70% at December 2, 2005), requires interest payments monthly with principal payable on demand or at maturity (July 2006), and is collateralized by substantially all the United Kingdom assets of Ben Sherman			4,835				—				—
$200 million Senior Unsecured Notes (“Senior Unsecured Notes”), which accrue interest at 8.875% (effective interest rate of 9.0%) and require interest payments semiannually on June 1 and December 1 of each year, with principal due at maturity (June 2011), are subject to certain prepayment penalties and are guaranteed by our domestic subsidiaries			199,027				198,938				198,849
Unsecured Seller Notes (“Seller Notes”), which accrue interest at LIBOR plus 1.2%, and require interest payments quarterly with principal payable on demand which were repaid during February, May and November 2005 funded by draws on the U.K. Revolver			—				3,342				6,887
Other debt, including capital lease obligations with varying terms and conditions, collateralized by the respective assets			113				150				145
Total Debt			303,875				292,530				322,581
Short-term Debt			4,886				3,407				6,973
Long-term Debt		$	298,989			$	289,123			$	315,608

		On July 28, 2004, the U.S. Revolver was amended to increase the line of credit from $275 million to $280 million to eliminate the asset borrowing base calculation in determining availability and adjust the amount that certain lenders were committed to loan, among other changes. Approximately $1.8 million of unamortized deferred financing costs were expensed as a result of the amendment, which were included in interest expense in the consolidated statement of earnings during the first quarter of fiscal 2005. Additionally, the terms and conditions of certain related agreements were modified in November 2004, including a change to a springing lock-box agreement, which resulted in amounts outstanding under the facility requiring classification as long-term debt subsequent to the modification. In September 2005, we amended the U.S. Revolver to remove certain items from the definition of Restricted Payments, as defined in the agreement.
		The U.S. Revolver, the U.K. Revolver and the Senior Unsecured Notes each include certain debt covenant restrictions that require us or our subsidiaries to maintain certain financial ratios that are customary for similar facilities. The U.S. Revolver also includes limitations on certain restricted payments such as earn-outs and, prior to the amendment in September 2005, included certain restrictions on payment of dividends and prepayment of debt. As of December 2, 2005, we were compliant with all financial covenants and restricted payment clauses related to our debt agreements.
		As of December 2, 2005, approximately $113.7 million and $2.6 million of trade letters of credit and other limitations on availability were outstanding against the U.S. Revolver and the U.K. Revolver, respectively. The net availability under our U.S. Revolver and U.K. Revolver was approximately $66.4 million and $13.3 million, respectively as of December 2, 2005.

5.

Shareholders’ Equity: We have chosen to account for stock-based compensation to employees using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, “Accounting for Stock-Based Compensation.” Certain pro forma and other disclosures related to stock-based compensation plans are presented below (in thousands) as if compensation cost of options granted had been determined in accordance with the fair value provisions of the Statement of Financial Accounting Standards Board Statement No. 123, “Accounting for Stock-Based Compensation.”

		Second Quarter of								First Half of
		Fiscal 2006				Fiscal 2005				Fiscal 2006				Fiscal 2005
Net earnings as reported		$	11,008			$	9,072			$	24,891			$	15,240
Add: Stock-based employee compensation recognized in reported net income, net of related tax effects			357				—				732				—
Deduct: Employee compensation expense, net of related tax effects			(549	)			(209	)			(1,116	)			(418	)
Pro forma net earnings		$	10,816			$	8,863			$	24,507			$	14,822
Basic earnings per share — as reported		$	0.63			$	0.54			$	1.43			$	0.91
Basic earnings per share — pro forma		$	0.62			$	0.53			$	1.41			$	0.89
Diluted earnings per share — as reported		$	0.62			$	0.53			$	1.40			$	0.89
Diluted earnings per share — pro forma		$	0.61			$	0.51			$	1.39			$	0.86

		During the first half of fiscal 2006, we issued 0.7 million shares related to the exercise of stock options by employees, the fiscal 2005 Tommy Bahama earn-out payment and restricted shares for the fiscal 2005 performance awards. Additionally, during the first quarter of fiscal 2006, we granted 0.1 million of performance based shares to certain employees subject to certain operating performance measures being met for fiscal 2006 and the individual employee being employed by us on June 2, 2009. We did not repurchase any shares during the first half of fiscal 2006.
		Other comprehensive income (loss), which is comprised of the effects of foreign currency translation adjustments, for the second quarter of fiscal 2006 and second quarter of fiscal 2005 was ($8.7 million) and $7.0 million, respectively, net of income taxes of ($4.9 million) and $2.1 million, respectively. For the second quarter of fiscal 2006 and second quarter of fiscal 2005, total comprehensive income consisting of net earnings as reported in our statement of earnings and the effect of foreign currency translation adjustments was $2.3 million and $16.1 million, respectively, net of income taxes.
		Other comprehensive income (loss), which is comprised of the effects of foreign currency translation adjustments, for the first half of fiscal 2006 and first half of fiscal 2005, was ($7.4 million) and $6.0 million, respectively, net of income taxes of ($4.2 million) and $1.8 million, respectively. For the first half of fiscal 2006 and first half of fiscal 2005, total comprehensive income (loss) consisting of net earnings as reported in our statement of earnings and the effect of foreign currency translation adjustments was ($17.5 million) and $21.3 million, respectively, net of income taxes.
6.		Segment Information: We have three operating segments for purposes of allocating resources and assessing performance which are based on products distributed. The Menswear Group produces branded and private label dress shirts, sport shirts, dress slacks, casual slacks, suits, sport coats, suit separates, walk shorts, golf apparel, outerwear, sweaters, jeans, swimwear, footwear and headwear; licenses its brands for accessories and other products; and operates retail stores. The Womenswear Group produces private label women’s sportswear separates, coordinated sportswear, outerwear, dresses and swimwear. The Tommy Bahama Group produces lifestyle branded casual apparel, operates retail stores and restaurants, and licenses its brands for accessories, footwear, furniture and other products. The head of each operating segment reports to the chief operating decision maker.
		Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, LIFO inventory accounting adjustments, certain revenue reserves and costs that are not allocated to the operating groups. LIFO inventory calculations are made on a legal entity basis which does not correspond to our segment definitions. Therefore, LIFO inventory accounting adjustments are not allocated to the operating segments. Total assets for Corporate and Other includes the LIFO inventory reserve of $37.7 million, $37.3 million and $37.1 million at December 2, 2005, June 3, 2005 and November 26, 2004, respectively. The information below presents certain information about our segments (in thousands):

		Second Quarter of								First Half of
		Fiscal 2006				Fiscal 2005				Fiscal 2006				Fiscal 2005
Net Sales:
Menswear Group		$	187,332			$	181,207			$	364,408			$	299,944
Womenswear Group			56,749				45,097				124,752				97,555
Tommy Bahama Group			90,388				86,490				181,932				179,952
Corporate and Other			183				194				38				359
Total Net Sales		$	334,652			$	312,988			$	671,130			$	577,810
Depreciation:
Menswear Group		$	982			$	985			$	1,926			$	1,820
Womenswear Group			36				54				72				110
Tommy Bahama Group			2,604				2,147				5,060				4,202
Corporate and Other			95				82				196				173
Total Depreciation		$	3,717			$	3,268			$	7,254			$	6,305
Amortization of Intangible Assets:
Menswear Group		$	809			$	917			$	1,620			$	1,229
Womenswear Group			—				10				—				19
Tommy Bahama Group			1,042				1,497				2,084				2,888
Corporate and Other			—				—				—				—
Total Amortization		$	1,851			$	2,424			$	3,704			$	4,136
Operating Income:
Menswear Group		$	15,968			$	18,048			$	30,972			$	26,969
Womenswear Group			1,983				208				5,888				(758	)
Tommy Bahama Group			10,109				5,895				24,466				17,811
Corporate and Other			(3,482	)			(3,340	)			(8,044	)			(5,802	)
Total Operating Income		$	24,578			$	20,811			$	53,282			$	38,220
Interest expense, net			7,322				6,855				14,205				14,776
Earnings before income taxes		$	17,256			$	13,956			$	39,077			$	23,444

		December 2, 2005				June 3, 2005				November 26, 2004
Assets:
Menswear Group		$	419,188			$	412,461			$	405,010
Womenswear Group			74,669				79,678				71,170
Tommy Bahama Group			401,890				412,441				386,396
Corporate and Other			(1,130	)			1,297				(3,024	)
Total		$	894,617			$	905,877			$	859,552

7.

Consolidating Financial Data of Subsidiary Guarantors: Our Senior Unsecured Notes are guaranteed by our wholly owned domestic subsidiaries (“Subsidiary Guarantors”). All guarantees are full and unconditional. Non-guarantors consist of our subsidiaries which are organized outside of the United States. Set forth below are our condensed consolidating balance sheets as of December 2, 2005, June 3, 2005 and November 26, 2004, our condensed consolidating statements of earnings for the second quarter of fiscal 2006, second quarter of fiscal 2005, first half of fiscal 2006 and first half of fiscal 2005 and our statements of cash flows for the first half of fiscal 2006 and the first half of fiscal 2005 (in thousands).

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
December 2, 2005

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Current Assets:
Cash and cash equivalents		$	3,304			$	1,411			$	2,115			$	18			$	6,848
Receivables, net			103,801				58,618				60,965				(37,803	)			185,581
Inventories			107,248				44,181				16,165				(818	)			166,776
Prepaid expenses			11,446				8,293				7,718				—				27,457
Total current assets			225,799				112,503				86,963				(38,603	)			386,662
Property, plant and equipment, net			12,204				45,258				8,588				—				66,050
Goodwill, net			1,847				140,270				42,027				—				184,144
Intangible assets, net			1,470				141,462				91,880				—				234,812
Other non-current assets, net			651,002				148,565				1,927				(778,545	)			22,949
Total Assets		$	892,322			$	588,058			$	231,385			$	(817,148	)		$	894,617
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total current liabilities			88,345				59,979				39,575				(37,674	)			150,225
Long term debt, less current portion			298,974				15				—				—				298,989
Non-current liabilities			158,840				(131,188	)			109,131				(109,280	)			27,503
Deferred income taxes			3,517				42,773				28,964				—				75,254
Total Shareholders’/invested equity			342,646				616,479				53,715				(670,194	)			342,646
Total Liabilities and Shareholders’ Equity		$	892,322			$	588,058			$	231,385			$	(817,148	)		$	894,617

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
June 3, 2005

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Current Assets:
Cash and cash equivalents		$	2,713			$	1,859			$	1,900			$	27			$	6,499
Receivables, net			114,832				61,635				61,942				(41,315	)			197,094
Inventories			97,398				51,836				20,522				(460	)			169,296
Prepaid expenses			10,895				5,748				3,863				—				20,506
Total current assets			225,838				121,078				88,227				(41,748	)			393,395
Property, plant and equipment, net			11,896				44,844				8,311				—				65,051
Goodwill, net			1,847				139,910				46,806				—				188,563
Intangible assets, net			210				141,165				93,479				—				234,854
Other non-current assets, net			631,205				149,640				1,406				(758,237	)			24,014
Total Assets		$	870,996			$	596,637			$	238,229			$	(799,985	)		$	905,877
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total current liabilities			127,435				76,847				49,198				(41,031	)			212,449
Long term debt, less current portion			289,100				23				—				—				289,123
Non-current liabilities			146,922				(118,451	)			104,288				(109,197	)			23,562
Deferred income taxes			4,038				44,239				28,965				—				77,242
Total Shareholders’/invested equity			303,501				593,979				55,778				(649,757	)			303,501
Total Liabilities and Shareholders’ Equity		$	870,996			$	596,637			$	238,229			$	(799,985	)		$	905,877

CONDENSED CONSOLIDATING BALANCE SHEETS
November 26, 2004

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Current Assets:
Cash and cash equivalents		$	7,918			$	2,396			$	9,099			$	1			$	19,414
Receivables, net			89,604				60,794				66,712				(42,057	)			175,053
Inventories			87,550				57,218				17,411				(347	)			161,832
Prepaid expenses			7,891				6,157				3,769				—				17,817
Total current assets			192,963				126,565				96,991				(42,403	)			374,116
Property, plant and equipment, net			12,822				34,895				7,714				—				55,431
Goodwill, net			1,847				114,156				49,647				—				165,650
Intangible assets, net			230				144,176				95,292				—				239,698
Other non-current assets, net			579,424				149,833				1,369				(705,969	)			24,657
Total Assets		$	787,286			$	569,625			$	251,013			$	(748,372	)		$	859,552
LIABILITIES AND SHAREHOLDERS’ EQUITY
Total current liabilities			104,582				66,206				46,099				(42,229	)			174,658
Long term debt, less current portion			315,578				30				—				—				315,608
Non-current liabilities			87,380				(70,305	)			113,620				(117,030	)			13,665
Deferred income taxes			3,879				46,899				28,985				(9	)			79,754
Total Shareholders’/invested equity			275,867				526,795				62,309				(589,104	)			275,867
Total Liabilities and Shareholders’ Equity		$	787,286			$	569,625			$	251,013			$	(748,372	)		$	859,552

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
Second Quarter of Fiscal 2006

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net Sales		$	184,822			$	119,978			$	46,630			$	(16,778	)		$	334,652
Cost of goods sold			145,373				58,693				21,905				(2,748	)			223,223
Gross Profit			39,449				61,285				24,725				(14,030	)			111,429
Selling, general and administrative			34,127				50,918				20,160				(14,701	)			90,504
Royalties and other income			(126	)			1,865				2,053				(139	)			3,653
Operating Income			5,196				12,232				6,618				532				24,578
Interest (income) expense, net			7,219				(2,502	)			1,896				709				7,322
Income from equity investment			11,961				29				—				(11,990	)			—
Earnings Before Income Taxes			9,938				14,763				4,722				(12,167	)			17,256
Income Taxes			(1,135	)			4,785				2,709				(111	)			6,248
Net Earnings		$	11,073			$	9,978			$	2,013			$	(12,056	)		$	11,008

First Half of Fiscal 2006

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net Sales		$	372,134			$	241,099			$	93,226			$	(35,329	)		$	671,130
Cost of goods sold			292,250				116,744				43,096				(8,421	)			443,669
Gross Profit			79,884				124,355				50,130				(26,908	)			227,461
Selling, general and administrative			68,380				99,993				40,730				(28,010	)			181,093
Royalties and other income			(276	)			3,795				3,534				(139	)			6,914
Operating Income			11,228				28,157				12,934				963				53,282
Interest (income) expense, net			13,973				(4,977	)			3,886				1,323				14,205
Income from equity investment			27,429				108				—				(27,537	)			—
Earnings Before Income Taxes			24,684				33,242				9,048				(27,897	)			39,077
Income Taxes			(442	)			10,939				3,814				(125	)			14,186
Net Earnings		$	25,126			$	22,303			$	5,234			$	(27,772	)		$	24,891

Second Quarter of Fiscal 2005

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net Sales		$	163,529			$	112,641			$	55,897			$	(19,079	)		$	312,988
Cost of goods sold			128,798				59,431				25,665				(3,247	)			210,647
Gross Profit			34,731				53,210				30,232				(15,832	)			102,341
Selling, general and administrative			33,035				46,580				23,161				(17,945	)			84,831
Royalties and other income			—				1,960				1,341				—				3,301
Operating Income			1,696				8,590				8,412				2,113				20,811
Interest (income) expense, net			4,895				(2,443	)			2,087				2,316				6,855
Income from equity investment			10,787				(1	)			—				(10,786	)			—
Earnings Before Income Taxes			7,588				11,032				6,325				(10,989	)			13,956
Income Taxes			(1,688	)			4,590				1,982				—				4,884
Net Earnings		$	9,276			$	6,442			$	4,343			$	(10,989	)		$	9,072

First Half of Fiscal 2005

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net Sales		$	310,507			$	221,376			$	80,410			$	(34,483	)		$	577,810
Cost of goods sold			246,593				113,747				35,052				(5,619	)			389,773
Gross Profit			63,914				107,629				45,358				(28,864	)			188,037
Selling, general and administrative			61,420				89,060				34,972				(30,581	)			154,871
Royalties and other income			—				3,329				1,725				—				5,054
Operating Income			2,494				21,898				12,111				1,717				38,220
Interest (income) expense, net			13,417				(3,530	)			2,824				2,065				14,776
Income from equity investment			23,560				43				—				(23,603	)			—
Earnings Before Income Taxes			12,637				25,471				9,287				(23,951	)			23,444
Income Taxes			(2,952	)			8,400				2,756				—				8,204
Net Earnings		$	15,589			$	17,071			$	6,531			$	(23,951	)		$	15,240

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
First Half of Fiscal 2006

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Cash Flows From Operating Activities Net cash (used in) provided by operating activities		$	(5,181	)		$	18,647			$	(4,652	)		$	122			$	8,936
Cash Flows from Investing Activities
Acquisitions, net of cash acquired			(11,501	)			—				—				—				(11,501	)
Distribution from joint venture investment			—				1,856				—				—				1,856
Investment in deferred compensation plan			—				(587	)			—				—				(587	)
Purchases of property, plant and equipment			(1,792	)			(5,589	)			(1,115	)			—				(8,496	)
Proceeds from sale of property, plant and equipment			6				—				—				—				6
Net cash (used in) investing activities			(13,287	)			(4,320	)			(1,115	)			—				(18,722	)
Cash Flows from Financing Activities
Change in financing arrangements, net			9,778				(14	)			1,704				—				11,468
Proceeds from issuance of common stock			3,862				—				—				—				3,862
Change in intercompany payable			9,998				(14,761	)			4,894				(131	)			—
Dividends on common stock			(4,579	)			—				—				—				(4,579	)
Net cash (used in) provided by financing activities			19,059				(14,775	)			6,598				(131	)			10,751
Net change in Cash and Cash Equivalents			591				(448	)			831				(9	)			965
Effect of foreign currency translation			—				—				(616	)			—				(616	)
Cash and cash equivalents at the beginning of period			2,713				1,859				1,900				27				6,499
Cash and cash equivalents at the end of period		$	3,304			$	1,411			$	2,115			$	18			$	6,848

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOW
First Half of Fiscal 2005