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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
For the quarterly period ended OCTOBER 31, 2009
or
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File Number: 1-4365
OXFORD INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
     
Georgia   58-0831862
     
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
(Address of principal executive offices)     (Zip Code)
(404) 659-2424
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     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 o No o
     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. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o 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 December 4, 2009
Common Stock, $1 par value   16,517,053
 
 

 


 

OXFORD INDUSTRIES, INC.
INDEX TO FORM 10-Q
For the third quarter of fiscal 2009
     
    Page
   
 
   
   
  4
  5
  6
  7
  17
  32
  33
 
   
   
 
   
  33
  33
  33
  33
  34
  34
  34
  34
 EX-31.1
 EX-31.2
 EX-32

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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 (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 on consumer demand and spending of recent economic conditions, 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, access to capital and/or credit markets, particularly in light of recent conditions in those markets, 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 II, Item 1A. Risk Factors in this report, those described in Part II, Item 1A. Risk Factors in our Form 10-Q for the second quarter of fiscal 2009 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
SEC: U.S. Securities and Exchange Commission
FASB: Financial Accounting Standards Board
GAAP: Generally accepted accounting principles in the United States
Securities Exchange Act: the Securities Exchange Act of 1934, as amended
     
Fiscal 2010
  52 weeks ending January 29, 2011
Fiscal 2009
  52 weeks ending January 30, 2010
Fiscal 2008
  52 weeks ended January 31, 2009
First nine months of fiscal 2009
  39 weeks ended October 31, 2009
First nine months of fiscal 2008
  39 weeks ended November 1, 2008
Fourth quarter fiscal 2009
  13 weeks ending January 30, 2010
Third quarter fiscal 2009
  13 weeks ended October 31, 2009
Second quarter fiscal 2009
  13 weeks ended August 1, 2009
First quarter fiscal 2009
  13 weeks ended May 2, 2009
Fourth quarter fiscal 2008
  13 weeks ended January 31, 2009
Third quarter fiscal 2008
  13 weeks ended November 1, 2008
Second quarter fiscal 2008
  13 weeks ended August 2, 2008
First quarter fiscal 2008
  13 weeks ended May 3, 2008

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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
                                 
                    First   First
    Third   Third   Nine   Nine
    Quarter   Quarter   Months   Months
    Fiscal 2009   Fiscal 2008   Fiscal 2009   Fiscal 2008
     
Net sales
  $ 200,538     $ 244,186     $ 610,156     $ 747,648  
Cost of goods sold
    120,283       150,557       361,587       441,039  
     
Gross profit
    80,255       93,629       248,569       306,609  
SG&A
    72,426       84,637       224,746       273,243  
Amortization and impairment of intangible assets
    317       692       940       5,538  
     
 
    72,743       85,329       225,686       278,781  
Royalties and other operating income
    3,596       4,584       8,981       13,123  
     
Operating income
    11,108       12,884       31,864       40,951  
Interest expense, net
    5,302       6,437       16,112       18,754  
     
Earnings before income taxes
    5,806       6,447       15,752       22,197  
Income taxes
    1,568       1,672       4,469       6,432  
     
Net earnings
  $ 4,238     $ 4,775     $ 11,283     $ 15,765  
     
 
                               
Net earnings per common share:
                               
Basic
  $ 0.27     $ 0.31     $ 0.73     $ 1.01  
Diluted
  $ 0.27     $ 0.31     $ 0.72     $ 1.00  
Weighted average common shares outstanding:
                               
Basic
    15,599       15,489       15,562       15,682  
Dilution
    366       92       167       91  
     
Diluted
    15,965       15,581       15,729       15,773  
     
 
                               
Dividends declared per common share
  $ 0.09     $ 0.18     $ 0.27     $ 0.54  
See accompanying notes.

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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par amounts)
                         
    October 31,   January 31,   November 1,
    2009   2009   2008
     
ASSETS
                       
Current Assets:
                       
Cash and cash equivalents
  $ 5,995     $ 3,290     $ 8,034  
Receivables, net
    94,503       78,567       119,960  
Inventories, net
    83,675       129,159       108,622  
Prepaid expenses
    19,908       17,273       21,120  
     
Total current assets
    204,081       228,289       257,736  
Property, plant and equipment, net
    83,769       89,026       93,348  
Goodwill, net
                248,569  
Intangible assets, net
    138,409       135,999       208,315  
Other non-current assets, net
    23,741       20,180       26,928  
     
Total Assets
  $ 450,000     $ 473,494     $ 834,896  
     
LIABILITIES AND SHAREHOLDERS’ EQUITY
                       
Current Liabilities:
                       
Trade accounts payable and other accrued expenses
  $ 74,624     $ 87,723     $ 89,242  
Accrued compensation
    11,656       14,027       14,972  
Short-term debt and current maturities of long-term debt
    17,479       5,083       16,038  
     
Total current liabilities
    103,759       106,833       120,252  
Long-term debt, less current maturities
    161,244       194,187       219,548  
Other non-current liabilities
    47,432       47,244       50,562  
Non-current deferred income taxes
    29,444       32,111       54,416  
Commitments and contingencies
                       
Shareholders’ Equity:
                       
Common stock, $1.00 par value; 60,000 authorized and 16,528 issued and outstanding at October 31, 2009; 15,866 issued and outstanding at January 31, 2009; and 15,866 issued and outstanding at November 1, 2008
    16,528       15,866       15,866  
Additional paid-in capital
    90,511       88,425       87,465  
Retained earnings
    23,314       16,433       300,867  
Accumulated other comprehensive income (loss)
    (22,232 )     (27,605 )     (14,080 )
     
Total shareholders’ equity
    108,121       93,119       390,118  
     
Total Liabilities and Shareholders’ Equity
  $ 450,000     $ 473,494     $ 834,896  
     
See accompanying notes.

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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
                 
    First Nine   First Nine
    Months   Months
    Fiscal 2009   Fiscal 2008
     
Cash Flows From Operating Activities:
               
Net earnings
  $ 11,283     $ 15,765  
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation
    14,096       15,006  
Amortization and impairment of intangible assets
    940       5,538  
Amortization of deferred financing costs and bond discount
    2,881       2,572  
Stock compensation expense
    2,787       2,629  
Loss on sale of property, plant and equipment
    339       416  
Equity method investment income
    (901 )     (875 )
Deferred income taxes
    (3,271 )     (1,556 )
Changes in working capital:
               
Receivables
    (13,817 )     (17,779 )
Inventories
    47,582       47,086  
Prepaid expenses
    (2,530 )     (3,490 )
Current liabilities
    (17,595 )     (7,781 )
Other non-current assets
    59       3,997  
Other non-current liabilities
    135       (242 )
     
Net cash provided by operating activities
    41,988       61,286  
Cash Flows From Investing Activities:
               
Investments in unconsolidated entities
          (666 )
Purchases of property, plant and equipment
    (8,419 )     (17,280 )
Proceeds from sale of property, plant and equipment
          16  
     
Net cash used in investing activities
    (8,419 )     (17,930 )
Cash Flows From Financing Activities:
               
Repayment of revolving credit arrangements
    (188,575 )     (266,952 )
Proceeds from revolving credit arrangements
    187,477       230,430  
Repurchase of 8 7/8% Senior Unsecured Notes
    (166,805 )      
Proceeds from the issuance of 11 3/8% Senior Secured Notes
    146,029        
Deferred financing costs paid
    (5,043 )     (1,665 )
Proceeds from issuance of common stock
    316       264  
Dividends on common stock
    (4,406 )     (11,557 )
     
Net cash used in financing activities
    (31,007 )     (49,480 )
     
Net change in cash and cash equivalents
    2,562       (6,124 )
Effect of foreign currency translation on cash and cash equivalents
    143       (754 )
Cash and cash equivalents at the beginning of year
    3,290       14,912  
     
Cash and cash equivalents at the end of period
  $ 5,995     $ 8,034  
     
 
               
Supplemental disclosure of cash flow information:
               
Cash paid for interest, net
  $ 10,220     $ 12,850  
Cash paid for income taxes
  $ 9,493     $ 11,192  
See accompanying notes.

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OXFORD INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRD QUARTER OF FISCAL 2009
1.   Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with 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 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 date and for the periods presented. Results of operations for the interim periods presented are not necessarily indicative of results to be expected for our 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 2008. We evaluated all activity through December 10, 2009 (the issue date of our condensed consolidated financial statements) and concluded that no subsequent events have occurred that would require recognition or disclosure in our condensed consolidated financial statements as of October 31, 2009.
Recently Adopted Standards:
In June 2009, the FASB issued the FASB Accounting Standards Codification (the “ASC”) as the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities. The ASC also recognizes rules and interpretive releases of the SEC as authoritative GAAP for SEC registrants. The ASC, which became effective in the third quarter of 2009, supersedes all existing non-SEC accounting and reporting standards but does not change GAAP. Accordingly, references to standards issued prior to the codification have been replaced with a description of the applicable accounting guidance.
In December 2007, the FASB issued new guidance which established principles and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed and any noncontrolling interest in an acquisition, at their fair values as of the acquisition date. We adopted this new guidance at the beginning of the first quarter of fiscal 2009. As we did not complete any business combinations in the first nine months of fiscal 2009, the adoption of this guidance had no impact on our condensed consolidated financial statements for that period. We expect that this guidance would have an impact on our accounting for future business combinations.
In September 2006, the FASB issued new guidance which defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. The new guidance does not require any new fair value measurements, but provided that companies could elect to change historical practices in measuring fair value upon adoption. The new guidance was effective in February 2008 for all financial assets and liabilities and for nonfinancial assets and liabilities recognized or disclosed at fair value on a recurring basis and in February 2009 for all other nonfinancial assets and liabilities. The adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.
In April 2009, the FASB issued new guidance which requires disclosures about the fair value of financial instruments in interim reporting periods of publicly traded companies, as well as in annual financial statements. This guidance was effective at the beginning of the second quarter of fiscal 2009. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. Given their short-term nature, the carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values. Additionally, the carrying amounts of our variable-rate borrowings approximate fair value. Given the limited trading activity of our fixed rate debt, it is impracticable to estimate the fair value of our fixed rate debt as of October 31, 2009. The significant terms of our variable rate and fixed rate debt which would be used in estimating the fair value of those instruments are disclosed in Note 5. Accordingly, the adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.
In June 2008, the FASB issued new guidance relative to determining whether instruments granted in share-based payment transactions are participating securities. It clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share under the two-class method. The new guidance was effective at the beginning of the first quarter of fiscal 2009 and requires all prior-period earnings per share data that is presented to be adjusted retrospectively. The adoption of this new guidance did not have a material impact on our condensed consolidated financial statements in the first nine months of fiscal 2009.

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In May 2009, the FASB issued new guidance relative to subsequent events. The new guidance does not result in significant changes in the subsequent events that an entity reports in its financial statements. The new guidance requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. The new guidance was effective at the beginning of the second quarter of fiscal 2009. The adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.
2.   Inventories: The components of inventories as of the dates specified are summarized as follows (in thousands):
                         
    October 31,   January 31,   November 1,
    2009   2009   2008
     
Finished goods
  $ 105,486     $ 146,200     $ 129,339  
Work in process
    5,269       6,440       7,187  
Fabric, trim and supplies
    5,318       8,917       11,146  
LIFO reserve
    (32,398 )     (32,398 )     (39,050 )
     
Total
  $ 83,675     $ 129,159     $ 108,622  
     
3.   Comprehensive Income (loss): Comprehensive income (loss), which reflects the effects of foreign currency translation adjustments, is calculated as follows for the periods presented (in thousands):
                                 
                    First Nine   First Nine
    Third Quarter   Third Quarter   Months   Months
    Fiscal 2009   Fiscal 2008   Fiscal 2009   Fiscal 2008
     
Net earnings
  $ 4,238     $ 4,775     $ 11,283     $ 15,765  
Gain (loss) on foreign currency translation, net of tax
    (226 )     (26,418 )     5,373       (27,143 )
     
Comprehensive income (loss)
  $ 4,012     $ (21,643 )   $ 16,656     $ (11,378 )
     
4.   Operating Group Information: Our business is operated through our four operating groups: Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. 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. Corporate and Other is a reconciling category for reporting purposes and includes our corporate offices, substantially all financing activities, elimination of inter-segment sales, LIFO inventory accounting adjustments and other costs that are not allocated to the operating groups. Corporate and Other includes a LIFO reserve of $32.4 million, $32.4 million and $39.1 million as of October 31, 2009, January 31, 2009 and November 1, 2008, respectively.
The table below presents certain information about our operating groups (in thousands).
                                 
                    First Nine   First Nine
    Third Quarter   Third Quarter   Months   Months
    Fiscal 2009   Fiscal 2008   Fiscal 2009   Fiscal 2008
     
Net Sales
                               
Tommy Bahama
  $ 75,403     $ 83,726     $ 268,262     $ 324,991  
Ben Sherman
    29,844       38,235       77,690       107,317  
Lanier Clothes
    35,555       44,314       92,266       111,185  
Oxford Apparel
    60,155       78,082       172,823       204,790  
Corporate and Other
    (419 )     (171 )     (885 )     (635 )
     
Total
  $ 200,538     $ 244,186     $ 610,156     $ 747,648  
     
Depreciation
                               
Tommy Bahama
  $ 3,663     $ 4,009     $ 10,968     $ 11,677  
Ben Sherman
    640       584       1,801       1,760  
Lanier Clothes
    125       138       405       712  
Oxford Apparel
    184       226       583       682  
Corporate and Other
    225       66       339       175  
     
Total
  $ 4,837     $ 5,023     $ 14,096     $ 15,006  
     

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                    First Nine   First Nine
    Third Quarter   Third Quarter   Months   Months
    Fiscal 2009   Fiscal 2008   Fiscal 2009   Fiscal 2008
     
Amortization and Impairment of Intangible Assets
                               
Tommy Bahama
  $ 222     $ 355     $ 666     $ 1,064  
Ben Sherman
    85       327       245       1,047  
Lanier Clothes
                      2,267  
Oxford Apparel
    10       10       29       1,160  
     
Total
  $ 317     $ 692     $ 940     $ 5,538  
     
Operating Income (Loss)
                               
Tommy Bahama
  $ 2,143     $ 689     $ 27,772     $ 38,315  
Ben Sherman
    2,323       3,242       (5,961 )     1,495  
Lanier Clothes
    5,243       4,482       10,681       (6,894 )
Oxford Apparel
    6,342       7,346       15,664       16,409  
Corporate and Other
    (4,943 )     (2,875 )     (16,292 )     (8,374 )
     
Total Operating Income
  $ 11,108     $ 12,884     $ 31,864     $ 40,951  
Interest Expense, net
    5,302       6,437       16,112       18,754  
     
Earnings Before Income Taxes
  $ 5,806     $ 6,447     $ 15,752     $ 22,197  
     
                         
    October 31,   January 31,   November 1,
    2009   2009   2008
     
Assets
                       
Tommy Bahama
  $ 267,296     $ 283,427     $ 509,769  
Ben Sherman
    76,704       74,114       172,765  
Lanier Clothes
    39,670       49,988       70,750  
Oxford Apparel
    74,867       72,731       86,916  
Corporate and Other
    (8,537 )     (6,766 )     (5,304 )
     
Total
  $ 450,000     $ 473,494     $ 834,896  
     

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5.   Debt: The following table details our debt (in thousands) as of the dates specified:
                         
    October 31,   January 31,   November 1,
    2009   2009   2008
     
$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 (2.08% at October 31, 2009), 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 11 3/8% Senior Secured Notes have a first priority interest (1)
  $ 26,821     $ 27,722     $ 34,138  
 
                       
£12 million Senior Secured Revolving Credit Facility (“U.K. Revolving Credit Agreement”), which accrues interest at the bank’s base rate plus 1.35% (1.85% at October 31, 2009), requires interest payments monthly with principal payable on demand and is collateralized by substantially all of the United Kingdom assets of Ben Sherman
    5,658       5,083       1,900  
 
                       
11.375% Senior Secured Notes (“11 3/8% 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 (2)
    150,000              
 
                       
8 7/8% Senior Unsecured Notes (“8 7/8% Senior Unsecured Notes”), which accrued interest (effective interest rate of 9.0%) and required interest payments semi-annually in June and December of each year, required payment of principal at maturity (June 2011) and were guaranteed by certain of our domestic subsidiaries (2)
          166,805       200,000  
Unamortized discount (2)
    (3,756 )     (340 )     (452 )
     
Total debt
    178,723       199,270       235,586  
Short-term debt and current maturities of long-term debt
    (17,479 )     (5,083 )     (16,038 )
     
Long-term debt, less current maturities
  $ 161,244     $ 194,187     $ 219,548  
     
 
(1)   $15.0 million of the $26.8 million outstanding under the U.S. Revolving Credit Agreement at October 31, 2009 was classified as long-term debt as this amount represents the minimum amount we anticipate to be outstanding under the U.S. Revolving Credit Agreement during fiscal 2009.
 
(2)   In June 2009, we issued the 11 3/8% Senior Secured Notes at 97.353% of the $150 million principal amount, resulting in gross proceeds of $146.0 million. Proceeds from the 11 3/8% Senior Secured Notes and borrowings under our U.S. Revolving Credit Agreement were used to fund the satisfaction and discharge of the 8 7/8% Senior Unsecured Notes outstanding at that time. Accordingly, we wrote off approximately $1.8 million of unamortized deferred financing costs and unamortized discount related to the 8 7/8% Senior Unsecured Notes, which are included in interest expense, net in our condensed consolidated statements of operations and amortization of deferred financing costs and bond discount in our condensed consolidated statements of cash flows.

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6.   Restructuring Charges and Other Unusual Items:
Fiscal 2009:
During the second quarter of fiscal 2009, we incurred approximately $1.4 million of charges related to certain restructuring initiatives in our Ben Sherman operating group, substantially all of which were included in SG&A in our condensed consolidated statements of operations. The restructuring charges primarily relate to our exit from, and subsequent licensing of, the Ben Sherman footwear and kids’ operations as well as other streamlining initiatives. These charges primarily consist of employee termination costs and certain contract termination costs. All such costs are expected to be paid during fiscal 2009.
Fiscal 2008:
During the second quarter of fiscal 2008, we incurred approximately $8.9 million of charges related to restructuring in our Lanier Clothes and Oxford Apparel operating groups. In addition to these restructuring charges, we recognized other unusual items totaling a charge of $0.3 million and a net benefit of $1.2 million in Lanier Clothes and Oxford Apparel, respectively, substantially all of which was reflected in SG&A in our condensed consolidated statements of operations.
During the second quarter of fiscal 2008, Lanier Clothes incurred restructuring charges totaling approximately $9.2 million primarily associated with our exit from certain license agreements relating to the Nautica® and Oscar de la Renta® brands and the restructuring of our Arnold Brant® business. These charges include costs associated with the disposal of inventory, payments related to license termination, the impairment of intangible assets associated with the Arnold Brant business, severance costs and the impairment of certain property, plant and equipment. Approximately $2.5 million and $2.2 million of these charges were recorded in SG&A and amortization and impairment of intangible assets, respectively, with the remaining charges being recognized in net sales and cost of goods sold in our condensed consolidated statements of operations. Approximately $1.9 million of the $9.2 million of charges for Lanier Clothes was reversed in cost of goods sold in Corporate and Other as part of LIFO accounting.
Additionally, Oxford Apparel incurred certain restructuring charges totaling approximately $1.6 million during the second quarter of fiscal 2008 associated with the decision to exit the Solitude business. These charges include costs associated with the disposal of inventory which are classified as a reduction to net sales and the impairment of intangible assets of $1.1 million associated with the Solitude business which is included in amortization and impairment of intangible assets in our condensed consolidated statements of operations. The net benefit related to the other unusual items of $1.2 million in Oxford Apparel was primarily related to the resolution of a contingent liability and the sale of a trademark partially offset by an increase in our bad debt reserve due to certain customers’ bankruptcy filings in the second quarter of fiscal 2008.
During the third quarter of fiscal 2008, we incurred (1) an additional $0.6 million of restructuring charges, primarily consisting of severance costs as we continued to focus on reducing overhead within all operating groups and (2) a write-off of approximately $0.9 million of unamortized financing costs due to the amendment and restatement of our revolving credit agreement.

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7.   Consolidating Financial Data of Subsidiary Guarantors: Our 11 3/8% Senior Secured Notes are guaranteed by substantially all of our 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, certain non-wholly owned domestic subsidiaries and certain domestic subsidiaries whose sole assets are equity interests in foreign subsidiaries. We use the equity method of accounting with respect to 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 October 31, 2009, January 31, 2009 and November 1, 2008 (in thousands); our condensed consolidating statements of operations for the third quarter and first nine months of fiscal 2009 and the third quarter and first nine months of fiscal 2008 (in thousands); and our condensed consolidating statements of cash flows for the first nine months of fiscal 2009 and first nine months of fiscal 2008 (in thousands).
OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
October 31, 2009
                                         
    Oxford           Subsidiary        
    Industries   Subsidiary   Non-   Consolidating   Consolidated
    (Parent)   Guarantors   Guarantors   Adjustments   Total
     
ASSETS
Cash and cash equivalents
  $ 1,466     $ 493     $ 4,036     $     $ 5,995  
Receivables, net
    49,677       13,842       39,836       (8,852 )     94,503  
Inventories, net
    11,010       61,916       11,989       (1,240 )     83,675  
Prepaid expenses
    5,349       9,716       4,207       636       19,908  
     
Total current assets
    67,502       85,967       60,068       (9,456 )     204,081  
Property, plant and equipment, net
    9,639       68,063       6,067             83,769  
Intangible assets, net
    37       113,394       24,978             138,409  
Other non-current assets, net
    478,892       149,026       35,267       (639,444 )     23,741  
     
Total Assets
  $ 556,070     $ 416,450     $ 126,380     $ (648,900 )   $ 450,000  
     
 
                                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
  $ 46,835     $ 30,792     $ 33,721     $ (7,589 )   $ 103,759  
Long-term debt, less current portion
    161,244                         161,244  
Non-current liabilities
    244,061       (199,005 )     111,526       (109,150 )     47,432  
Non-current deferred income taxes
    (4,191 )     26,812       6,823             29,444  
Total shareholders’/invested equity
    108,121       557,851       (25,690 )     (532,161 )     108,121  
     
Total Liabilities and Shareholders’ Equity
  $ 556,070     $ 416,450     $ 126,380     $ (648,900 )   $ 450,000  
     

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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
January 31, 2009
                                         
    Oxford             Subsidiary              
    Industries     Subsidiary     Non-     Consolidating     Consolidated  
    (Parent)     Guarantors     Guarantors     Adjustments     Total  
ASSETS
Cash and cash equivalents
  $ 1,527     $ 537     $ 1,226     $     $ 3,290  
Receivables, net
    28,842       11,407       45,529       (7,211 )     78,567  
Inventories, net
    44,469       71,509       15,475       (2,294 )     129,159  
Prepaid expenses
    6,009       8,745       2,519             17,273  
 
                             
Total current assets
    80,847       92,198       64,749       (9,505 )     228,289  
Property, plant and equipment, net
    9,025       74,804       5,197             89,026  
Intangible assets, net
    67       114,060       21,872             135,999  
Other non-current assets, net
    453,615       145,954       35,275       (614,664 )     20,180  
 
                             
Total Assets
  $ 543,554     $ 427,016     $ 127,093     $ (624,169 )   $ 473,494  
 
                             
 
                                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
    41,793       26,706       45,506       (7,172 )     106,833  
Long-term debt, less current portion
    194,187                         194,187  
Non-current liabilities
    218,200       (172,180 )     110,374       (109,150 )     47,244  
Deferred income taxes
    (3,745 )     29,607       6,249             32,111  
Total shareholders’/invested equity
    93,119       542,883       (35,036 )     (507,847 )     93,119  
 
                             
Total Liabilities and Shareholders’ Equity
  $ 543,554     $ 427,016     $ 127,093     $ (624,169 )   $ 473,494  
 
                             
November 1, 2008
                                         
    Oxford           Subsidiary        
    Industries   Subsidiary   Non-   Consolidating   Consolidated
    (Parent)   Guarantors   Guarantors   Adjustments   Total
     
ASSETS
Cash and cash equivalents
  $ 6,400     $ 892     $ 742     $     $ 8,034  
Receivables, net
    60,813       38,009       30,315       (9,177 )     119,960  
Inventories, net
    33,432       62,812       14,097       (1,719 )     108,622  
Prepaid expenses
    8,195       8,844       4,081             21,120  
     
Total current assets
    108,840       110,557       49,235       (10,896 )     257,736  
Property, plant and equipment, net
    9,181       78,640       5,527             93,348  
Goodwill, net
    1,847       168,932       77,790             248,569  
Intangible assets, net
    76       131,515       76,724             208,315  
Other non-current assets, net
    813,500       150,406       35,277       (972,255 )     26,928  
     
Total Assets
  $ 933,444     $ 640,050     $ 244,553     $ (983,151 )   $ 834,896  
     
 
                                       
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
  $ 52,041     $ 46,357     $ 30,793     $ (8,939 )   $ 120,252  
Long-term debt, less current portion
    219,548                         219,548  
Non-current liabilities
    275,153       (223,522 )     108,077       (109,146 )     50,562  
Non-current deferred income taxes
    (3,416 )     36,411       21,421             54,416  
Total shareholders’/invested equity
    390,118       780,804       84,262       (865,066 )     390,118  
     
Total Liabilities and Shareholders’ Equity
  $ 933,444     $ 640,050     $ 244,553     $ (983,151 )   $ 834,896  
     

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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Third Quarter Fiscal 2009
                                         
    Oxford             Subsidiary              
    Industries     Subsidiary     Non-     Consolidating     Consolidated  
    (Parent)     Guarantors     Guarantors     Adjustments     Total  
Net sales
  $ 94,357     $ 86,334     $ 30,225     $ (10,378 )   $ 200,538  
Cost of goods sold
    75,386       37,205       13,393       (5,701 )     120,283  
 
                             
Gross profit
    18,971       49,129       16,832       (4,677 )     80,255  
SG&A including amortization and impairment of intangible assets
    12,486       51,882       14,020       (5,645 )     72,743  
Royalties and other operating income (loss)
    20       1,864       2,179       (467 )     3,596  
 
                             
Operating income (loss)
    6,505       (889 )     4,991       501       11,108  
Interest (income) expense, net
    5,697       (1,218 )     823             5,302  
Income (loss) from equity investment
    4,074                   (4,074 )      
 
                             
Earnings (loss) before income taxes
    4,882       329       4,168       (3,573 )     5,806  
Income taxes (benefit)
    970       (577 )     1,000       175       1,568  
 
                             
Net earnings (loss)
  $ 3,912     $ 906     $ 3,168     $ (3,748 )   $ 4,238  
 
                             
First Nine Months of Fiscal 2009
                                         
    Oxford             Subsidiary              
    Industries     Subsidiary     Non-     Consolidating     Consolidated  
    (Parent)     Guarantors     Guarantors     Adjustments     Total  
Net sales
  $ 261,231     $ 296,638     $ 81,358     $ (29,071 )   $ 610,156  
Cost of goods sold
    211,155       126,134       38,777       (14,479 )     361,587  
 
                             
Gross profit
    50,076       170,504       42,581       (14,592 )     248,569  
SG&A including amortization and impairment of intangible assets
    37,648       161,103       43,820       (16,885 )     225,686  
Royalties and other operating income (loss)
    54       6,140       4,363       (1,576 )     8,981  
 
                             
Operating income (loss)
    12,482       15,541       3,124       717       31,864  
Interest (income) expense, net
    17,337       (3,935 )     2,710             16,112  
Income (loss) from equity investment
    15,624                   (15,624 )      
 
                             
Earnings (loss) before income taxes
    10,769       19,476       414       (14,907 )     15,752  
Income taxes (benefit)
    (48 )     4,507       (241 )     251       4,469  
 
                             
Net earnings (loss)
  $ 10,817     $ 14,969     $ 655     $ (15,158 )   $ 11,283  
 
                             

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OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Third Quarter Fiscal 2008
                                         
    Oxford           Subsidiary        
    Industries   Subsidiary   Non-   Consolidating   Consolidated
    (Parent)   Guarantors   Guarantors   Adjustments   Total
     
Net sales
  $ 120,087     $ 96,584     $ 42,153     $ (14,638 )   $ 244,186  
Cost of goods sold
    94,253       46,819       18,117       (8,632 )     150,557  
     
Gross profit
    25,834       49,765       24,036       (6,006 )     93,629  
SG&A including amortization and impairment of intangible assets
    16,590       56,607       18,224       (6,092 )     85,329  
Royalties and other operating income (loss)
    2       3,119       1,723       (260 )     4,584  
     
Operating income (loss)
    9,246       (3,723 )     7,535       (174 )     12,884  
Interest (income) expense, net
    6,935       (2,814 )     2,316             6,437  
Income from equity investment
    4,494                   (4,494 )      
     
Earnings (loss) before income taxes
    6,805       (909 )     5,219       (4,668 )     6,447  
Income taxes (benefit)
    1,917       (1,131 )     947       (61 )     1,672  
     
Net earnings (loss)
  $ 4,888     $ 222     $ 4,272     $ (4,607 )   $ 4,775  
     
First Nine Months of Fiscal 2008
                                         
    Oxford           Subsidiary        
    Industries   Subsidiary   Non-   Consolidating   Consolidated
    (Parent)   Guarantors   Guarantors   Adjustments   Total
     
Net sales
  $ 310,481     $ 355,692     $ 116,406     $ (34,931 )   $ 747,648  
Cost of goods sold
    245,934       161,670       50,226       (16,791 )     441,039  
     
Gross profit
    64,547       194,022       66,180       (18,140 )     306,609  
SG&A including amortization and impairment of intangible assets
    55,266       184,449       58,128       (19,062 )     278,781  
Royalties and other operating income (loss)
    539       9,053       4,912       (1,381 )     13,123  
     
Operating income (loss)
    9,820       18,626       12,964       (459 )     40,951  
Interest (income) expense, net
    20,453       (8,875 )     7,176             18,754  
Income from equity investment
    25,015                   (25,015 )      
     
Earnings (loss) before income taxes
    14,382       27,501       5,788       (25,474 )     22,197  
Income taxes (benefit)
    (1,681 )     6,862       1,412       (161 )     6,432  
     
Net earnings (loss)
  $ 16,063     $ 20,639     $ 4,376     $ (25,313 )   $ 15,765  
     

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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
First Nine Months of Fiscal 2009
                                         
    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
  $ 7,454     $ 31,272     $ 3,262     $     $ 41,988  
Cash Flows from Investing Activities:
                                       
Purchases of property, plant and equipment
    (1,854 )     (5,111 )     (1,454 )           (8,419 )
             
Net cash (used in) provided by investing activities
    (1,854 )     (5,111 )     (1,454 )           (8,419 )
Cash Flows from Financing Activities:
                                       
Change in debt
    (21,677 )           (197 )           (21,874 )
Payments of debt issuance costs
    (5,043 )                       (5,043 )
Proceeds from issuance of common stock
    316                         316  
Change in intercompany payable
    25,149       (26,205 )     1,056              
Dividends on common stock
    (4,406 )                       (4,406 )
             
Net cash (used in) provided by financing activities
    (5,661 )     (26,205 )     859             (31,007 )
             
Net change in Cash and Cash Equivalents
    (61 )     (44 )     2,667             2,562  
Effect of foreign currency translation
                143             143  
Cash and Cash Equivalents at the Beginning of Period
    1,527       537       1,226             3,290  
             
Cash and Cash Equivalents at the End of Period
  $ 1,466     $ 493     $ 4,036     $     $ 5,995  
             
First Nine Months of Fiscal 2008
                                         
    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
  $ 20,801     $ 42,844     $ (2,144 )   $ (215 )   $ 61,286  
Cash Flows from Investing Activities:
                                       
Investment in unconsolidated entity
          (628 )     (38 )           (666 )
Purchases of property, plant and equipment
    (2,656 )     (13,680 )     (944 )           (17,280 )
Proceeds from sale of property, plant and equipment
    16                         16  
     
Net cash (used in) provided by investing activities
    (2,640 )     (14,308 )     (982 )           (17,930 )
Cash Flows from Financing Activities:
                                       
Change in debt
    (38,762 )     (1 )     2,241             (36,522 )
Deferred financing costs paid
    (1,665 )                       (1,665 )
Proceeds from issuance of common stock
    281       (17 )                 264  
Change in intercompany payable
    31,884       (28,676 )     (3,423 )     215        
Dividends on common stock
    (5,599 )           (5,958 )           (11,557 )
     
Net cash (used in) provided by financing activities
    (13,861 )     (28,694 )     (7,140 )     215       (49,480 )
     
Net change in Cash and Cash Equivalents
    4,300       (158 )     (10,266 )           (6,124 )
Effect of foreign currency translation
                (754 )           (754 )
Cash and Cash Equivalents at the Beginning of Period
    2,100       1,050       11,762             14,912  
     
Cash and Cash Equivalents at the End of Period
  $ 6,400     $ 892     $ 742     $     $ 8,034  
     

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ITEM 2. MANAGEMENT’S 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 Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for fiscal 2008.
INTRODUCTION
We generate revenues and cash flow primarily through the design, production, sale and distribution of branded and private label consumer apparel for men and women 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 the majority of our products through our wholesale customers, which include chain stores, department stores, specialty stores, specialty catalog retailers, mass merchants and Internet retailers. We also sell products of certain owned brands through our owned and licensed retail stores and e-commerce websites.
Our business is operated through our four operating groups: Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. 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.
Tommy Bahama designs, sources and markets collections of men’s and women’s sportswear and related products. Tommy Bahama® products can be found in our owned and licensed Tommy Bahama retail stores and on our e-commerce website as well as in certain department stores and independent specialty stores throughout the United States. The target consumers of Tommy Bahama are affluent men and women age 35 and older who embrace a relaxed and casual approach to daily living. We also license the Tommy Bahama name for various product categories and operate Tommy Bahama restaurants.
Ben Sherman is a London-based designer, marketer and distributor of branded sportswear and related products. Ben Sherman® was established in 1963 as an edgy, young men’s, “Mod”-inspired shirt brand and has evolved into a British lifestyle brand of apparel targeted at youthful-thinking men and women age 19 to 35 throughout the world. We offer a full Ben Sherman sportswear collection as well as tailored clothing and accessories. Our Ben Sherman products can be found in certain department stores and a variety of independent specialty stores, as well as in our owned and licensed Ben Sherman retail stores and on our e-commerce websites. We also license the Ben Sherman name for various product categories.
Lanier Clothes designs and markets branded and private label men’s suits, sportcoats, suit separates and dress slacks across a wide range of price points. Certain Lanier Clothes products are sold using trademarks licensed to us by third parties, including Kenneth Cole®, Dockers®, and Geoffrey Beene®. We also offer branded tailored clothing products under our Billy London® and Arnold Brant® trademarks. In addition to our branded businesses, we design and source certain private label tailored clothing products, which are products sold exclusively to one customer under a brand name that is owned or licensed by such customer. Significant private label brands include Stafford®, Alfani®, Tasso Elba® and Lands’ End®. Our Lanier Clothes products are sold to national chains, department stores, mass merchants, specialty stores, specialty catalog retailers and discount retailers throughout the United States.
Oxford Apparel produces branded and private label dress shirts, suit separates, sport shirts, casual slacks, outerwear, sweaters, jeans, swimwear, westernwear and golf apparel. We design and source certain private label programs for several customers, including programs for Men’s Wearhouse, Lands’ End, Target, Macy’s and Sears. Significant owned brands of Oxford Apparel include Oxford Golf®, Ely®, Cattleman® and Cumberland Outfitters®. Oxford Apparel also owns a two-thirds interest in the entity that owns the Hathaway® trademark in the United States and several other countries. Additionally, Oxford Apparel licenses from third parties the right to use certain trademarks including Dockers® and United States Polo Association® for certain apparel products. Our Oxford Apparel products are sold to a variety of department stores, mass merchants, specialty catalog retailers, discount retailers, specialty stores, “green grass” golf merchants and Internet retailers throughout the United States.
Corporate and Other is a reconciling category for reporting purposes and includes our corporate office, substantially all financing activities, elimination of inter-segment sales, LIFO inventory accounting adjustments and other costs that are not allocated to the operating groups. LIFO inventory calculations are made on a legal entity basis which does not

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correspond to our operating group definitions, as portions of Lanier Clothes and Oxford Apparel are on the LIFO basis of accounting. Therefore, LIFO inventory accounting adjustments are not allocated to operating groups.
For further information regarding our operating groups, see Note 4 to our unaudited condensed consolidated financial statements included in this report and Part I, Item 1, Business in our Annual Report on Form 10-K for fiscal 2008.
RESULTS OF OPERATIONS
Overview
As a result of the weak global economic conditions, fiscal 2008 was a particularly challenging year for our company. These challenging economic conditions continued to impact each of our operating groups in the first nine months of fiscal 2009. We expect that these challenging economic conditions will continue to impact each of our operating groups beyond fiscal 2009. In the current economic environment, we believe it is important to continue to focus on maintaining a healthy balance sheet and sufficient liquidity. Significant initiatives we have taken in the last two years to achieve these objectives have included reducing working capital requirements, moderating capital expenditures for retail stores, reducing overhead and issuing the $150 million aggregate principal amount of 11 3/8% Senior Secured Notes in June 2009 and the related satisfaction and discharge of our remaining 8 7/8% Senior Unsecured Notes.
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 would 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 nine months of fiscal 2009 compared to the first nine months of fiscal 2008:
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 610,156     $ 747,648     $ (137,492 )     (18.4 %)
Net earnings
  $ 11,283     $ 15,765     $ (4,482 )     (28.4 %)
Diluted net earnings per common share
  $ 0.72     $ 1.00     $ (0.28 )     (28.0 %)
Weighted average common shares outstanding-diluted
    15,729       15,773       (44 )     (0.3 %)
The primary reasons for the decrease in diluted net earnings per common share were:
    Net sales declined across all operating groups from the first nine months of fiscal 2008 primarily due to the impact of the challenging economic conditions.
 
    Operating results for Ben Sherman were also impacted by the change in the average exchange rate between the British pound sterling and the United States dollar and restructuring charges totaling approximately $1.4 million in the first nine months of fiscal 2009, which were primarily related to our exit from, and subsequent licensing of, the Ben Sherman footwear and kids’ operations, as well as other streamlining initiatives.
 
    Net sales for Lanier Clothes and Oxford Apparel were also impacted by our exit from certain businesses in fiscal 2008.
 
    Royalty income decreased primarily as a result of the termination of the Tommy Bahama footwear license agreement, a 19% decline in the average value of the British pound sterling versus the United States dollar, which impacted Ben Sherman royalty income, as well as the impact of the challenging economic conditions.
 
    A charge of $1.8 million was recognized in interest expense, net in the second quarter of fiscal 2009 related to the satisfaction and discharge of the remaining $166.8 million aggregate principal amount of 8 7/8% Senior Unsecured Notes.
These items were partially offset by:
    For the first nine months of fiscal 2008, each operating group was impacted by restructuring charges totaling $7.7 million.
 
    Significant reductions were made in our SG&A across all operating groups as we streamlined our operations and focused on our core businesses during the recent economic conditions.
 
    A charge of $0.9 million was recognized in interest expense in the third quarter of fiscal 2008 as a result of our amendment and restatement of our U.S. Revolving Credit Agreement.

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    Changes in our debt facilities which impacted interest expense, net included (1) the amendment and restatement of our U.S. Revolving Credit Agreement in August 2008 which provided more favorable borrowing terms than the U.S. Revolving Credit Agreement provided for prior to August 2008, (2) our repurchase of $33.2 million of our 8 7/8% Senior Unsecured Notes at a discount, (3) the issuance of $150.0 million aggregate principal amount of 11 3/8% Senior Secured Notes in the second quarter of fiscal 2009, (4) the repurchase of $166.8 million aggregate principal amount of our 8 7/8% Senior Unsecured Notes in the second quarter of fiscal 2009, which was funded by the proceeds from our issuance of $150.0 million aggregate principal amount of 11 3/8% Senior Secured Notes and borrowings under our U.S. Revolving Credit Agreement and (5) varying levels of debt outstanding under our U.S. Revolving Credit Agreement between the two periods as a result of positive cash flows for the twelve months ended October 31, 2009.
THIRD QUARTER OF FISCAL 2009 COMPARED TO THIRD QUARTER OF FISCAL 2008
The following table sets forth the specified line items in our unaudited condensed consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales. The table also sets forth the dollar change and the percentage change of the data as compared to the same period of the prior year. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.
                                                 
    Third Quarter        
 
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 200,538       100.0 %   $ 244,186       100.0 %   $ (43,648 )     (17.9 %)
Cost of goods sold
    120,283       60.0 %     150,557       61.7 %     (30,274 )     (20.1 %)
 
Gross profit
    80,255       40.0 %     93,629       38.3 %     (13,374 )     (14.3 %)
SG&A
    72,426       36.1 %     84,637       34.7 %     (12,211 )     (14.4 %)
Amortization and impairment of intangible assets
    317       0.2 %     692       0.3 %     (375 )     (54.2 %)
Royalties and other operating income
    3,596       1.8 %     4,584       1.9 %     (988 )     (21.6 %)
 
Operating income
    11,108       5.5 %     12,884       5.3 %     (1,776 )     (13.8 %)
Interest expense, net
    5,302       2.6 %     6,437       2.6 %     (1,135 )     (17.6 %)
 
Earnings before income taxes
    5,806       2.9 %     6,447       2.6 %     (641 )     (9.9 %)
Income taxes
    1,568       0.8 %     1,672       0.7 %     (104 )     (6.2 %)
 
Net earnings
  $ 4,238       2.1 %   $ 4,775       2.0 %   $ (537 )     (11.2 %)
 
The discussion and tables below compare certain line items included in our statements of operations for the third quarter of fiscal 2009 to the third quarter of fiscal 2008. Each dollar and percentage change provided reflects the change between these periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts.
Net Sales
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Tommy Bahama
  $ 75,403     $ 83,726     $ (8,323 )     (9.9 %)
Ben Sherman
    29,844       38,235       (8,391 )     (21.9 %)
Lanier Clothes
    35,555       44,314       (8,759 )     (19.8 %)
Oxford Apparel
    60,155       78,082       (17,927 )     (23.0 %)
Corporate and Other
    (419 )     (171 )     (248 )     (145.0 %)
 
Total net sales
  $ 200,538     $ 244,186     $ (43,648 )     (17.9 %)
 
Net sales, on a consolidated basis, decreased $43.6 million, or 17.9%, in the third quarter of fiscal 2009 compared to the third quarter of fiscal 2008 primarily as a result of the changes in each operating group discussed below.
Tommy Bahama:
The decrease in net sales for Tommy Bahama was primarily due to a reduction in net sales at wholesale resulting from the challenging retail environment. This decrease in wholesale sales was partially offset by sales at our retail stores opened after the beginning of the third quarter of fiscal 2008 and increased e-commerce sales. Unit sales decreased 13.2% due primarily to the challenging retail environment. The average selling price per unit increased by 3.8%, as sales at our retail stores and our e-commerce sales, both of which have higher sales prices than wholesale sales,

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represented a greater proportion of total Tommy Bahama sales. As of October 31, 2009 and November 1, 2008, we operated 85 and 79 Tommy Bahama retail stores, respectively.
Ben Sherman:
The decrease in net sales for Ben Sherman was primarily due to a 16.6% reduction in unit sales primarily due to the challenging economic conditions and our exit from and subsequent licensing of our footwear and kids’ operations. The decrease was further driven by a 10% reduction in the average exchange rate of the British pound sterling versus the United States dollar during the third quarter of fiscal 2009 compared to the average exchange rate during the third quarter of fiscal 2008. The average selling price per unit decreased 6.4%, resulting primarily from the impact of the weaker British pound sterling, which was partially offset by a larger percentage of total Ben Sherman sales being sales at our retail stores, which generally have a higher sales price than wholesale sales.
Lanier Clothes:
The decrease in net sales for Lanier Clothes was primarily due to (1) our exit from the Oscar de la Renta and Nautica licensed businesses, with fiscal 2009 sales consisting of close out sales, (2) the restructuring of the Arnold Brant business in fiscal 2008 and (3) the challenging economic conditions. The exit from the Oscar de la Renta and Nautica businesses and the challenging economic conditions resulted in a decrease in unit sales of 8.7% and also impacted our sales mix, resulting in a decrease in the average selling price per unit of 12.2%, as the Nautica and Oscar de la Renta businesses had higher average selling prices than certain other businesses which Lanier Clothes continues to operate.
Oxford Apparel:
The decrease in net sales for Oxford Apparel was generally anticipated in connection with our strategy to focus on key product categories and exit underperforming lines of business, but was also impacted by the challenging economic conditions. Unit sales decreased by 25.0% as a result of our exit from certain lines of business and economic conditions, and the average selling price per unit increased by 2.7% due to changes in product mix.
Gross Profit
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Gross profit
  $ 80,255     $ 93,629     $ (13,374 )     (14.3 %)
Gross profit % of net sales
    40.0 %     38.3 %                
LIFO accounting charges included in cost of goods sold
  $ 1,288     $                  
The decrease in gross profit was primarily due to lower sales in each operating group, as described above. Gross margins increased to 40.0% of net sales during the third quarter of fiscal 2009 from 38.3% in the third quarter of fiscal 2008. Gross margins were positively impacted by the sales mix between our retail operations and wholesale operations. Retail sales, which generally have higher gross margins, represented a higher proportion of our net sales during the third quarter of fiscal 2009. The LIFO accounting charge of $1.3 million in the third quarter of fiscal 2009 partially offset the improved gross margins. Ben Sherman’s gross margins were negatively impacted by increased cost of goods sold related to inventory purchases denominated in United States dollars but sold in other currencies. Our gross profit may not be directly comparable to those of our competitors, as statement of operations classification of certain expenses may vary by company.
SG&A
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
SG&A
  $ 72,426     $ 84,637     $ (12,211 )     (14.4 %)
SG&A % of net sales
    36.1 %     34.7 %                
Restructuring charges included in SG&A
  $     $ 601                  
The decrease in SG&A was primarily due to (1) significant reductions in our overhead cost structure, (2) cost reductions associated with our exit from certain businesses, (3) the impact on Ben Sherman of a 10% reduction in the average value of the British pound sterling versus the United States dollar and (4) restructuring charges incurred in the third quarter of fiscal 2008 totaling approximately $0.6 million. These cost savings were partially offset by expenses associated with the operation of additional retail stores which opened subsequent to the beginning of the third quarter of fiscal 2008.

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Amortization and impairment of intangible assets
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Amortization and impairment of intangible assets
  $ 317     $ 692     $ (375 )     (54.2 %)
The decrease in amortization and impairment of intangible assets was primarily the result of amortization typically being greater in the earlier periods following an acquisition.
Royalties and other operating income
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Royalties and other operating income
  $ 3,596     $ 4,584     $ (988 )     (21.6 %)
The decrease in royalties and other operating income was primarily due to the termination of the license agreement for footwear in Tommy Bahama, the challenging economic conditions and a 10% decline in the average value of the British pound sterling versus the United States dollar, which impacted Ben Sherman royalty income.
Operating income
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Tommy Bahama
  $ 2,143     $ 689     $ 1,454       211.0 %
Ben Sherman
    2,323       3,242       (919 )     (28.3 %)
Lanier Clothes
    5,243       4,482       761       17.0 %
Oxford Apparel
    6,342       7,346       (1,004 )     (13.7 %)
Corporate and Other
    (4,943 )     (2,875 )     (2,068 )     (71.9 %)
 
Total operating income
  $ 11,108     $ 12,884     $ (1,776 )     (13.8 %)
 
Total LIFO accounting and restructuring charges included in total operating income
  $ 1,288     $ 601                  
 
Operating income, on a consolidated basis, decreased to $11.1 million in the third quarter of fiscal 2009 from $12.9 million in the third quarter of fiscal 2008. The $1.8 million decrease in operating income was primarily due to the decreased net sales and royalty income, which was partially offset by decreased SG&A. The third quarter of fiscal 2009 included a charge of $1.3 million related to LIFO accounting and the third quarter of fiscal 2008 included restructuring charges of $0.6 million. Changes in operating income by operating group are discussed below.
Tommy Bahama:
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 75,403     $ 83,726     $ (8,323 )     (9.9 %)
Operating income
    2,143       689       1,454       211.0 %
Operating income % of net sales
    2.8 %     0.8 %                
Restructuring charges included in operating income
  $     $ 212                  
The increase in operating income for Tommy Bahama was primarily due to reduced SG&A partially offset by the reduction in net sales and decreased royalty income. The reductions in SG&A were primarily due to decreased employment, advertising and other SG&A expenses.
Ben Sherman:
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 29,844     $ 38,235     $ (8,391 )     (21.9 %)
Operating income
    2,323       3,242       (919 )     (28.3 %)
Operating income % of net sales
    7.8 %     8.5 %                
Restructuring charges included in operating income
  $     $ 34                  
The decrease in operating income for Ben Sherman was primarily due to (1) lower sales and (2) the unfavorable impact on cost of goods sold related to inventory purchases denominated in United States dollars but sold in other currencies. These items were partially offset by overhead reductions.

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Lanier Clothes:
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 35,555     $ 44,314     $ (8,759 )     (19.8 %)
Operating income
    5,243       4,482       761       17.0 %
Operating income % of net sales
    14.7 %     10.1 %                
Restructuring charges included in operating income
  $     $ 10                  
The increase in operating income for Lanier Clothes was primarily due to reduced SG&A and increased gross margins, which partially offset the reduction in net sales.
Oxford Apparel:
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 60,155     $ 78,082     $ (17,927 )     (23.0 %)
Operating income
    6,342       7,346       (1,004 )     (13.7 %)
Operating income % of net sales
    10.5 %     9.4 %                
Restructuring charges included in operating income
  $     $ 273                  
The impact of the decreased sales which resulted in lower operating income for Oxford Apparel was partially offset by reductions in SG&A. The reductions in SG&A in the third quarter of fiscal 2009 were attributable to reductions in restructuring charges, employment costs and variable operating expenses.
Corporate and Other:
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Operating income (loss)
  $ (4,943 )   $ (2,875 )   $ (2,068 )     (71.9 %)
LIFO accounting charges included in operating income (loss)
  $ 1,288     $ 72                  
The Corporate and Other operating loss increased $2.1 million from a loss of $2.9 million in the third quarter of fiscal 2008 to a loss of $4.9 million in the third quarter of fiscal 2009. The third quarter of fiscal 2009 included a charge of $1.3 million related to LIFO accounting adjustments.
Interest expense, net
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Interest expense, net
  $ 5,302     $ 6,437     $ (1,135 )     (17.6 %)
Write-off of deferred financing costs included in interest expense
  $     $ 900                  
The decrease in interest expense was primarily due to the write off of $0.9 million of unamortized financing costs as a result of our amendment and restatement of our U.S. Revolving Credit Agreement in the third quarter of fiscal 2008. Interest expense was also impacted by the various changes to our financing arrangements during fiscal 2008 and fiscal 2009 described above under the heading “Overview”.
Income taxes
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Income taxes
  $ 1,568     $ 1,672     $ (104 )     (6.2 %)
Effective tax rate
    27.0 %     25.9 %                
The rates for both periods reflect the favorable impact of permanent differences which do not necessarily fluctuate with earnings and the impact of certain discrete items, including the decrease in contingency reserves.

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Net earnings
                                 
    Third Quarter        
    Fiscal 2009   Fiscal 2008   Change   % Change
 
Net earnings
  $ 4,238     $ 4,775     $ (537 )     (11.2 %)
Diluted net earnings per common share
  $ 0.27     $ 0.31     $ (0.04 )     (12.9 %)
Weighted average common shares outstanding-diluted
    15,965       15,581       384       2.5 %
The change in diluted net earnings per common share was primarily due to the sales declines resulting from the challenging economic conditions, partially offset by the reductions in operating expenses and the lower restructuring charges, each as discussed above.
FIRST NINE MONTHS OF FISCAL 2009 COMPARED TO FIRST NINE MONTHS OF FISCAL 2008
The following table sets forth the specified line items in our unaudited condensed consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales. The table also sets forth the dollar change and the percentage change of the data as compared to the same period of the prior year. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.
                                                 
    First Nine Months        
 
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 610,156       100.0 %   $ 747,648       100.0 %   $ (137,492 )     (18.4 %)
Cost of goods sold
    361,587       59.3 %     441,039       59.0 %     (79,452 )     (18.0 %)
 
Gross profit
    248,569       40.7 %     306,609       41.0 %     (58,040 )     (18.9 %)
SG&A
    224,746       36.8 %     273,243       36.5 %     (48,497 )     (17.7 %)
Amortization and impairment of intangible assets
    940       0.2 %     5,538       0.7 %     (4,598 )     (83.0 %)
Royalties and other operating income
    8,981       1.5 %     13,123       1.8 %     (4,142 )     (31.6 %)
 
Operating income
    31,864       5.2 %     40,951       5.5 %     (9,087 )     (22.2 %)
Interest expense, net
    16,112       2.6 %     18,754       2.5 %     (2,642 )     (14.1 %)
 
Earnings before income taxes
    15,752       2.6 %     22,197       3.0 %     (6,445 )     (29.0 %)
Income taxes
    4,469       0.7 %     6,432       0.9 %     (1,963 )     (30.5 %)
 
Net earnings
  $ 11,283       1.8 %   $ 15,765       2.1 %   $ (4,482 )     (28.4 %)
 
The discussion and tables below compare certain line items included in our consolidated statements of operations for the first nine months of fiscal 2009 to the first nine months of fiscal 2008. Each dollar and percentage change provided reflects the change between these periods unless indicated otherwise. Each dollar and share amount included in the tables is in thousands except for per share amounts.
Net sales
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Tommy Bahama
  $ 268,262     $ 324,991     $ (56,729 )     (17.5 %)
Ben Sherman
    77,690       107,317       (29,627 )     (27.6 %)
Lanier Clothes
    92,266       111,185       (18,919 )     (17.0 %)
Oxford Apparel
    172,823       204,790       (31,967 )     (15.6 %)
Corporate and Other
    (885 )     (635 )     (250 )     (39.4 %)
 
Total net sales
  $ 610,156     $ 747,648     $ (137,492 )     (18.4 %)
 
Net sales, on a consolidated basis, decreased $137.5 million, or 18.4%, in the first nine months of fiscal 2009 compared to the first nine months of fiscal 2008 primarily as a result of the changes in each operating group discussed below.
Tommy Bahama:
The decrease in net sales for Tommy Bahama was primarily due to a reduction in net sales at wholesale and in our existing owned retail stores resulting from the challenging retail environment. This decrease in wholesale sales and existing store retail sales was partially offset by sales at our retail stores opened after the beginning of fiscal 2008 and

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increased e-commerce sales. Unit sales decreased 24.1% due primarily to the challenging retail environment. The average selling price per unit increased by 7.5%, as sales at our retail stores and our e-commerce sales, both of which have higher sales prices than wholesale sales, represented a greater proportion of total Tommy Bahama sales.
Ben Sherman:
The decrease in net sales for Ben Sherman was primarily due to (1) a 19% reduction in the average exchange rate of the British pound sterling versus the United States dollar during the first nine months of fiscal 2009 compared to the average exchange rate during the first nine months of fiscal 2008, (2) the impact of the challenging economic environment on wholesale shipments and (3) our exit from and subsequent licensing of our footwear and kids’ operations. During the first nine months of fiscal 2009, unit sales for Ben Sherman declined by 18.5% due primarily to the challenging economic conditions. The average selling price per unit decreased 11.1%, resulting primarily from the impact of the weaker British pound sterling, which was partially offset by a larger percentage of total Ben Sherman sales being sales at our retail stores, which generally have a higher sales price than wholesale sales.
Lanier Clothes:
The decrease in net sales for Lanier Clothes was primarily due to (1) our exit from the Oscar de la Renta and Nautica licensed businesses, with fiscal 2009 sales primarily consisting of close out sales, (2) the restructuring of the Arnold Brant business in fiscal 2008 and (3) the challenging economic conditions. These factors resulted in a decrease in unit sales of 5.5% and a decrease in the average selling price per unit of 12.2%.
Oxford Apparel:
The decrease in net sales for Oxford Apparel was generally anticipated in connection with our strategy to focus on key product categories and exit underperforming lines of business, but was also impacted by the difficult economic conditions. Unit sales decreased by 16.7% as a result of our exit from certain lines of business and the challenging economic conditions, and the average selling price per unit increased by 1.3% due to changes in product mix.
Gross Profit
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Gross profit
  $ 248,569     $ 306,609     $ (58,040 )     (18.9 %)
Gross profit % of net sales
    40.7 %     41.0 %                
LIFO accounting charges/(credits) and restructuring charges included in cost of goods sold
  $ 5,773     $ 2,469                  
The decrease in gross profit was primarily due to lower sales in each operating group, as described above. Gross margins decreased to 40.7% of net sales during the first nine months of fiscal 2009 from 41.0% in the first nine months of fiscal 2008. Ben Sherman’s gross margins were negatively impacted by increased cost of goods sold related to inventory purchases denominated in United States dollars but sold in other currencies. The first nine months of fiscal 2009 included LIFO accounting charges of $5.8 million, while the first nine months of fiscal 2008 included restructuring charges of $5.3 million primarily related to our exit from the Oscar de la Renta and Nautica licensed businesses and a LIFO accounting credit of $2.8 million. Gross margins were also impacted by the sales mix between our retail operations and wholesale operations, with retail sales, which generally have higher gross margins, representing a higher proportion of our net sales during the first nine months of fiscal 2009. Our gross profit may not be directly comparable to those of our competitors, as statement of operations classification of certain expenses may vary by company.
SG&A
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
SG&A
  $ 224,746     $ 273,243     $ (48,497 )     (17.7 %)
SG&A % of net sales
    36.8 %     36.5 %                
Restructuring and other charges included in SG&A
  $ 1,362     $ 2,161                  
The decrease in SG&A was primarily due to (1) significant reductions in our headcount and other overhead costs, (2) cost reductions associated with our exit from certain businesses, (3) the impact on Ben Sherman of a 19% reduction in the average value of the British pound sterling versus the United States dollar, (4) reductions in store opening costs resulting from reduced retail store openings and (5) reductions in advertising expenses. Additionally, the first nine months of fiscal 2008 included restructuring charges and other unusual items totaling a net charge of approximately $2.2 million. The cost savings were partially offset by expenses associated with the operation of additional retail stores which opened subsequent to the beginning of fiscal 2008 and $1.4 million of restructuring charges during the

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first nine months of fiscal 2009 primarily associated with our exit from, and subsequent licensing of, the Ben Sherman footwear and kids’ operations as well as other streamlining initiatives in fiscal 2009.
Amortization and impairment of intangible assets
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Amortization and impairment of intangible assets
  $ 940     $ 5,538     $ (4,598 )     (83.0 %)
Impairment charges included in amortization and impairment of intangible assets
  $     $ 3,274                  
The decrease in amortization and impairment of intangible assets was primarily due to the $3.3 million of impairment charges related to the Arnold Brant and Solitude intangible assets in Lanier Clothes and Oxford Apparel, respectively, in the first nine months of fiscal 2008. The decrease was also partially the result of amortization typically being greater in the earlier periods following an acquisition. Amortization of intangible assets is expected to be approximately $1.2 million in fiscal 2009, including the $0.9 million recognized in the first nine months of fiscal 2009.
Royalties and other operating income
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Royalties and other operating income
  $ 8,981     $ 13,123     $ (4,142 )     (31.6 %)
Unusual charges/(credits) included in royalties and other operating income
  $     $ (220 )                
The decrease in royalties and other operating income was primarily due to the termination of the license agreement for footwear in Tommy Bahama, the challenging economic conditions and the 19% decline in the average value of the British pound sterling versus the United States dollar, which impacted Ben Sherman royalty income. The first nine months of fiscal 2008 also included a net gain on (1) the sale of a trademark and (2) the impairment of a joint venture by Oxford Apparel of approximately $0.2 million.
Operating Income
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Tommy Bahama
  $ 27,772     $ 38,315     $ (10,543 )     (27.5 %)
Ben Sherman
    (5,961 )     1,495       (7,456 )     (498.7 %)
Lanier Clothes
    10,681       (6,894 )     17,575       254.9 %
Oxford Apparel
    15,664       16,409       (745 )     (4.5 %)
Corporate and Other
    (16,292 )     (8,374 )     (7,918 )     (94.6 %)
 
Total operating income
  $ 31,864     $ 40,951     $ (9,087 )     (22.2 %)
 
Total restructuring and other unusual charges included in total operating income
  $ 7,135     $ 7,684                  
 
Operating income, on a consolidated basis, decreased $9.1 million to $31.9 million in the first nine months of fiscal 2009. The decrease in operating income was primarily due to the decreased sales and royalty income, which were partially offset by decreased SG&A and lower restructuring charges, as discussed above. The first nine months of fiscal 2009 included LIFO accounting charges of approximately $5.8 million and restructuring charges of approximately $1.4 million. The first nine months of fiscal 2008 included restructuring charges and other unusual items of approximately $10.5 million partially offset by LIFO accounting credits of approximately $2.8 million. Changes in operating income by operating group are discussed below.
Tommy Bahama:
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 268,262     $ 324,991     $ (56,729 )     (17.5 %)
Operating income
    27,772       38,315       (10,543 )     (27.5 %)
Operating income % of net sales
    10.4 %     11.8 %                
Restructuring costs in operating income
  $     $ 212                  

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The decrease in operating income for Tommy Bahama was primarily due to the reduction in sales and decreased royalty income, as discussed above. These items were partially offset by (1) decreased employment, advertising, store pre-opening and other variable operating costs and (2) higher gross margins as retail sales represented a greater proportion of total Tommy Bahama sales.
Ben Sherman:
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 77,690     $ 107,317     $ (29,627 )     (27.6 %)
Operating income (loss)
    (5,961 )     1,495       (7,456 )     (498.7 %)
Operating income (loss) % of net sales
    (7.7 %)     1.4 %                
Restructuring costs in operating income
  $ 1,362     $ 34                  
The decline in operating results for Ben Sherman was primarily due to (1) lower sales, (2) the unfavorable impact on inventory purchases denominated in United States dollars but sold in other currencies, (3) lower royalty income and (4) $1.4 million of restructuring charges primarily related to the exit from, and subsequent licensing of, the Ben Sherman footwear and kids’ operations as well as other streamlining initiatives. These items were partially offset by headcount and other overhead reductions.
Lanier Clothes:
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 92,266     $ 111,185     $ (18,919 )     (17.0 %)
Operating income (loss)
    10,681       (6,894 )     17,575       254.9 %
Operating income (loss) % of net sales
    11.6 %     (6.2 %)                
Restructuring and other unusual charges included in operating income
  $     $ 9,550                  
The first nine months of fiscal 2008 for Lanier Clothes included $9.6 million of restructuring and impairment charges associated with (1) our exit from the Nautica and Oscar de la Renta licensed businesses, (2) restructuring of our Arnold Brant business and (3) certain other unusual items. Aside from the restructuring and impairment charges in fiscal 2008, improved gross margins and reductions in headcount and other overhead costs contributed to the improved operating results.
Oxford Apparel:
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net sales
  $ 172,823     $ 204,790     $ (31,967 )     (15.6 %)
Operating income
    15,664       16,409       (745 )     (4.5 %)
Operating income % of net sales
    9.1 %     8.0 %                
Restructuring and other unusual charges included in operating income
  $     $ 614                  
The impact of the decreased sales for Oxford Apparel in the first nine months of fiscal 2009, discussed above, was partially offset by reductions in SG&A. The reductions in SG&A in the first nine months of fiscal 2009 were attributable to reductions in headcount and other overhead costs. The first nine months of fiscal 2008 included a net charge of $0.6 million related to (1) an impairment charge for the Solitude intangible assets, (2) certain inventory disposal costs associated with exiting the Solitude business, (3) the resolution of a contingent liability, (4) a gain on the sale of a trademark and (5) the impairment of a joint venture.
Corporate and Other:
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Operating income (loss)
  $ (16,292 )   $ (8,374 )   $ (7,918 )     (94.6 %)
LIFO accounting charges/(credits) and restructuring charges included in operating income (loss)
  $ 5,773     $ (2,726 )                

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The first nine months of fiscal 2009 for Corporate and Other included a charge of $5.8 million related to LIFO accounting compared to a credit of $2.8 million in the first nine months of fiscal 2008. The impact of LIFO accounting was partially offset by reductions in SG&A.
Interest expense, net
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Interest expense, net
  $ 16,112     $ 18,754     $ (2,642 )     (14.1 %)
Write-off of deferred financing costs included in interest expense
  $ 1,759     $ 900                  
The decrease in interest expense, net was primarily due to lower debt levels resulting from (1) strong cash flow from operations during the twelve months ended October 31, 2009 and (2) the repurchase of certain of our 8 7/8% Senior Unsecured Notes in the fourth quarter of fiscal 2008. Also, the first nine months of fiscal 2009 and fiscal 2008 included charges of $1.8 million and $0.9 million, respectively, related to the write-off of unamortized deferred financing costs as a result of certain changes to our financing arrangements in each period.
Income Taxes
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Income taxes
  $ 4,469     $ 6,432     $ (1,963 )     (30.5 %)
Effective tax rate
    28.4 %     29.0 %                
The rates for both periods reflect the favorable impact of permanent differences which do not necessarily fluctuate with earnings, and the impact of certain discrete items, including the decrease in contingency reserves.
Net earnings
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   Change   % Change
 
Net earnings
  $ 11,283     $ 15,765     $ (4,482 )     (28.4 %)
Diluted net earnings per common share
  $ 0.72     $ 1.00     $ (0.28 )     (28.0 %)
Weighted average common shares outstanding-diluted
    15,729       15,773       (44 )     (0.3 %)
The change in net earnings was primarily due to the sales declines and lower royalty income, partially offset by the reductions in SG&A and interest expense, each as discussed above.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Our primary source of revenue and cash flow is our operating activities in the United States and, to a lesser extent, the United Kingdom. When cash inflows are less than cash outflows, subject to their terms, we also have access to amounts under our U.S. Revolving Credit Agreement and U.K. Revolving Credit Agreement, each of which is described below. We may seek to finance future capital investment programs through various methods, including, but not limited to, cash flow from operations, borrowings under our current or additional credit facilities and sales of debt or equity securities.
Our liquidity requirements arise from the funding of our working capital needs, which include inventory and accounts receivable, other operating expenses, funding of capital expenditures, payment of quarterly dividends, periodic interest payments related to our financing arrangements and repayment of our indebtedness. Our product purchases are often facilitated by trade letters of credit which are drawn against our lines of credit at the time of shipment of the products and reduce the amounts available under our lines of credit when issued.
Key Liquidity Measures
                         
($ in thousands)   October 31, 2009   January 31, 2009   November 1, 2008
 
Current assets
  $ 204,081     $ 228,289     $ 257,736  
Current liabilities
    103,759       106,833       120,252  
 
Working capital
  $ 100,322     $ 121,456     $ 137,484  
 
Working capital ratio
    1.97       2.14       2.14  
Debt to total capital ratio
    62 %     68 %     38 %

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Our working capital ratio is calculated by dividing total current assets by total current liabilities. The decrease was primarily due to reductions in our inventory and accounts receivable levels, which were greater than the reductions in current liabilities. For the ratio of debt to total capital, debt is defined as short-term and long-term debt, and total capital is defined as debt plus shareholders’ equity. The change in this ratio from November 1, 2008 to October 31, 2009 is primarily a result of impairment of certain goodwill and intangible assets during fiscal 2008 which reduced shareholders’ equity significantly. Our debt levels and ratio of debt to total-capital in future periods may not be comparable to historical amounts due to the changes to our credit facilities and other debt instruments since the beginning of the third quarter of fiscal 2008, and as we continue to assess and periodically make changes to our capital structure. Changes in our capital structure, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
The Balance Sheet
The following tables set forth certain information included in our condensed consolidated balance sheets (in thousands). Below each table are explanations for any significant changes in the balances from November 1, 2008 to October 31, 2009.
Current Assets:
                                 
    October 31, 2009   November 1, 2008   $ Change   % Change
 
Cash and cash equivalents
  $ 5,995     $ 8,034     $ (2,039 )     (25.4 %)
Receivables, net
    94,503       119,960       (25,457 )     (21.2 %)
Inventories, net
    83,675       108,622       (24,947 )     (23.0 %)
Prepaid expenses
    19,908       21,120       (1,212 )     (5.7 %)
 
Total current assets
  $ 204,081     $ 257,736     $ (53,655 )     (20.8 %)
 
The decrease in receivables was primarily due to lower wholesale sales in the last two months of the third quarter of fiscal 2009 compared to the last two months of the third quarter of fiscal 2008. Inventory levels at Ben Sherman, Lanier Clothes and Oxford Apparel have each decreased as we have focused on mitigating inventory markdown risk and promotional pressure and have exited certain lines of business. Inventory levels at Tommy Bahama increased slightly in order to support the additional retail stores we were operating at October 31, 2009. The decrease in prepaid expenses was primarily due to the timing of payment of certain expenses.
Non-current Assets:
                                 
    October 31, 2009   November 1, 2008   $ Change   % Change
 
Property, plant and equipment, net
  $ 83,769     $ 93,348     $ (9,579 )     (10.3 %)
Goodwill, net
          248,569       (248,569 )     (100.0 %)
Intangible assets, net
    138,409       208,315       (69,906 )     (33.6 %)
Other non-current assets, net
    23,741       26,928       (3,187 )     (11.8 %)
 
Total non-current assets, net
  $ 245,919     $ 577,160     $ (331,241 )     (57.4 %)
 
The decrease in property, plant and equipment, net was primarily due to depreciation expense exceeding capital expenditures during the twelve months ended October 31, 2009 as well as the impact of certain asset impairments in the fourth quarter of fiscal 2008. The decreases in goodwill, net and intangible assets, net were primarily due to the impact of impairments recognized in the fourth quarter of fiscal 2008. The decrease in other non-current assets, net was primarily due to (1) impairment of investments in joint ventures in the fourth quarter of fiscal 2008 and (2) the write-off and amortization of certain deferred financing costs. These items were partially offset by the payment of certain deferred financing costs associated with the offering of our 11 3/8% Senior Secured Notes in June 2009.
Liabilities:
                                 
    October 31, 2009   November 1, 2008   $ Change   % Change
 
Current liabilities
  $ 103,759     $ 120,252     $ (16,493 )     (13.7 %)
Long-term debt less current maturities
    161,244       219,548       (58,304 )     (26.6 %)
Other non-current liabilities
    47,432       50,562       (3,130 )     (6.2 %)
Non-current deferred income taxes
    29,444       54,416       (24,972 )     (45.9 %)
 
Total liabilities
  $ 341,879     $ 444,778     $ (102,899 )     (23.1 %)
 
The decrease in total current liabilities was primarily due to reductions in accruals related to inventory, employment and other overhead costs, and interest payable. The decrease in long-term debt is primarily due to cash flow from operating activities resulting from lower working capital positions subsequent to November 1, 2008, which exceeded cash requirements for investing and financing activities and the repurchase of certain of our 8 7/8% Senior Unsecured

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Notes at a discount in the fourth quarter of fiscal 2008. The decrease in other non-current liabilities was primarily due to the declines in deferred rent and deferred compensation liabilities. The change in non-current deferred income taxes primarily resulted from (1) the impact of the impairment and amortization of certain intangible assets recognized in the fourth quarter of fiscal 2008, (2) the change in foreign currency exchange rates subsequent to November 1, 2008 and (3) changes in taxes accrued on undistributed foreign earnings.
The Statement of Cash Flows
The following table sets forth the major line items of our condensed consolidated statements of cash flows (in thousands):
                                 
    First Nine Months        
    Fiscal 2009   Fiscal 2008   $ Change   % Change
 
Net cash provided by operating activities
  $ 41,988     $ 61,286     $ (19,298 )     (31.5 %)
Net cash used in investing activities
    (8,419 )     (17,930 )     9,511       53.0 %
Net cash used in financing activities
    (31,007 )     (49,480 )     18,473       37.3 %
 
Net change in cash and cash equivalents
  $ 2,562     $ (6,124 )   $ 8,686       141.8 %
Effect of foreign currency translation on cash and cash equivalents
    143       (754 )     897       119.0 %
Cash and cash equivalents at the beginning of the year
    3,290       14,912       (11,622 )     (77.9 %)
 
Cash and cash equivalents at the end of the period
  $ 5,995     $ 8,034     $ (2,039 )     (25.4 %)
 
Operating Activities:
The operating cash flows for the first nine months of fiscal 2009 and the first nine months of fiscal 2008 were primarily the result of earnings for the period, adjusted for non-cash activities such as depreciation, amortization and stock compensation expense as well as changes in our working capital accounts. In the first nine months of fiscal 2009, the significant changes in working capital from January 31, 2009 were a decrease in inventories partially offset by an increase in accounts receivable and a decrease in current liabilities. In the first nine months of fiscal 2008, the significant changes in working capital from February 2, 2008 were a decrease in inventories partially offset by an increase in accounts receivable and a decrease in current liabilities.
Investing Activities:
During the first nine months of fiscal 2009 and the first nine months of fiscal 2008, investing activities used $8.4 million and $17.9 million, respectively, of cash. These investing activities primarily consisted of capital expenditures related to new retail stores and costs associated with our ongoing implementation of a new integrated financial system.
Financing Activities:
During the first nine months of fiscal 2009, financing activities used $31.0 million of cash. Cash flow from operations, borrowings under our U.S. Revolving Credit Agreement and the proceeds from the issuance of $150.0 million aggregate principal amount of 11 3/8% Senior Secured Notes were used to repurchase $166.8 million aggregate principal amount of our 8 7/8% Senior Unsecured Notes, to pay $4.4 million of dividends for the first, second and third quarters of fiscal 2009 and to pay $5.0 million of financing costs associated with our 11 3/8% Senior Secured Notes issued in June 2009. During the first nine months of fiscal 2008, financing activities used $49.5 million of cash. Cash flow from operations was used to repay amounts outstanding under our credit facilities during the first nine months of fiscal 2008. Additionally, $11.6 million of dividends were paid during the first nine months of fiscal 2008. These dividend payments include payments for the quarter ended February 2, 2008 and the first, second and third quarters of fiscal 2008.

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Liquidity and Capital Resources
The table below provides a description of our significant financing arrangements and the amounts outstanding under these financing arrangements (in thousands) as of October 31, 2009:
         
$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 (2.08% at August 1, 2009), 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 11 3/8% Senior Secured Notes have a first priority interest (1)
  $ 26,821  
£12 million Senior Secured Revolving Credit Facility (“U.K. Revolving Credit Agreement”), which accrues interest at the bank’s base rate plus 1.35% (1.85% at October 31, 2009), requires interest payments monthly with principal payable on demand and is collateralized by substantially all of the United Kingdom assets of Ben Sherman
    5,658  
11.375% Senior Secured Notes (“11 3/8% 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, and are guaranteed by certain of our domestic subsidiaries (2)
    150,000  
Unamortized discount (2)
    (3,756 )
 
     
Total debt
  $ 178,723  
Short-term debt and current maturities of long-term debt
    (17,479 )
 
     
Long-term debt, less current maturities
  $ 161,244  
 
     
 
(1)   $15.0 million of the $26.8 million outstanding under the U.S. Revolving Credit Agreement at October 31, 2009 was classified as long-term debt as this amount represents the minimum amount we anticipate to be outstanding under the U.S. Revolving Credit Agreement during fiscal 2009.
 
(2)   In June 2009, we issued the 11 3/8% Senior Secured Notes at 97.353% of the $150 million principal amount, resulting in gross proceeds of $146.0 million. Proceeds from the 11 3/8% Senior Secured Notes and borrowings under our U.S. Revolving Credit Agreement were used to fund the satisfaction and discharge of the 8 7/8% Senior Unsecured Notes outstanding at that time.
Our credit facilities are used to finance trade letters of credit, as well to provide funding for other operating activities, capital expenditures and acquisitions. As of October 31, 2009, approximately $17.1 million of trade letters of credit and other limitations on availability in the aggregate were outstanding against the U.S. Revolving Credit Agreement and the U.K. Revolving Credit Agreement. On October 31, 2009, we had approximately $105 million and $11 million in unused availability under the U.S. Revolving Credit Agreement and the U.K. Revolving Credit Agreement, respectively, subject to the respective limitations on borrowings set forth in the U.S. Revolving Credit Agreement, U.K. Revolving Credit Agreement and the indenture for the 11 3/8% Senior Secured Notes.
Covenants, Other Restrictions and Prepayment Penalties:
Our credit facilities and 11 3/8% Senior Secured Notes are subject to a number of affirmative covenants regarding the delivery of financial information, compliance with law, maintenance of property, insurance and conduct of business. Also, our credit facilities and 11 3/8% Senior Secured Notes are subject to certain negative covenants or other restrictions including, among other things, limitations on our ability to (i) incur debt, (ii) guaranty certain obligations, (iii) incur liens, (iv) pay dividends to shareholders, (v) repurchase shares of our common stock, (vi) make investments, (vii) sell assets or stock of subsidiaries, (viii) acquire assets or businesses, (ix) merge or consolidate with other companies, or (x) prepay, retire, repurchase or redeem debt.

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Pursuant to the indenture governing our 11 3/8% Senior Secured Notes, our ability to incur certain indebtedness or to make certain restricted payments, as defined in the indenture, is subject to our meeting certain conditions, including in each case the condition that our fixed charge coverage ratio, as defined in the indenture, not be less than 2.0 to 1.0 for the preceding four fiscal quarters on a pro forma basis after giving effect to the proposed indebtedness or restricted payment and, in the case of a restricted payment, the condition that the aggregate total of all restricted payments not exceed a certain allowable amount calculated pursuant to a formula set forth in the indenture. Restricted payments under the indenture include, without limitation, cash dividends to shareholders, repurchases of our capital stock, and certain investments.
Additionally, the U.S. Revolving Credit Agreement contains a financial covenant that applies only if unused availability under the U.S. Revolving Credit Agreement is less than the greater of (i) $26.25 million or (ii) 15% of the total revolving commitments for three consecutive business days. In such case, our fixed charge coverage ratio as defined in the U.S. Revolving Credit Agreement must not be less than 1.0 to 1.0 for the immediately preceding 12 fiscal months for which financial statements have been delivered. This financial covenant continues to apply until we have maintained unused availability under the U.S. Revolving Credit Agreement of more than the greater of (i) $26.25 million or (ii) 15% of the total revolving commitments for thirty consecutive days.
We believe that the affirmative covenants, negative covenants, financial covenants and other restrictions are customary for those included in similar facilities and notes. As of October 31, 2009, no financial covenant testing was required pursuant to our U.S. Revolving Credit Agreement as the minimum availability threshold was met during the quarter. As of October 31, 2009, we were compliant with all covenants related to our credit facilities and 11 3/8% Senior Secured Notes.
At any time prior to July 15, 2012, we may redeem all or a portion of the 11 3/8% Senior Secured Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $2,000 or an integral multiple of $1,000 in excess thereof, at a price equal to the greater of (i) 100% of the aggregate principal amount of the 11 3/8% Senior Secured Notes to be redeemed, together with accrued and unpaid interest, if any, to the date of redemption and (ii) as determined by an independent investment banker (as prescribed under the indenture), the sum of the present values of 105.688% of the principal amount of the 11 3/8% Senior Secured Notes being redeemed plus scheduled payments of interest (not including any portion of such payments of interest accrued as of the date of redemption) from the date of redemption to July 15, 2012 discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the indenture) plus 50 basis points, together with accrued and unpaid interest, if any, to the date of redemption.
On or after July 15, 2012, we may redeem all or a portion of the 11 3/8% Senior Secured Notes, on not less than 30 nor more than 60 days’ prior notice, in amounts of $2,000 or an integral multiple of $1,000 in excess thereof at the following redemption prices (expressed as percentages of the principal amount), together with accrued and unpaid interest, if any, to the redemption date, if redeemed during the 12-month period beginning July 15 of the years indicated below:
         
2012
    105.688 %
   
2013
    102.844 %
   
2014 and thereafter
    100.000 %
Other Liquidity Items:
We anticipate that we will be able to satisfy our ongoing cash requirements, which generally consist of working capital needs, capital expenditures (primarily for the opening of additional retail stores and the implementation of a new integrated financial system) and interest payments on our debt during fiscal 2009, primarily from positive cash flow from operations supplemented by borrowings under our lines of credit, if necessary. Our need for working capital is typically seasonal with the greatest requirements generally existing in the fall and spring of each year. Our capital needs will depend on many factors including our growth rate, the need to finance inventory levels and the success of our various products. At maturity of the U.S. Revolving Credit Agreement and the 11 3/8% Senior Secured Notes or if the U.K. Revolving Credit Agreement was required to be paid, we anticipate that we will be able to refinance the facilities and debt with terms available in the market at that time, which may or may not be as favorable as the terms of the current agreements.

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Our contractual obligations as of October 31, 2009 have not changed significantly from the contractual obligations outstanding at January 31, 2009 other than (1) changes in the amounts outstanding under our U.S. Revolving Credit Agreement, (2) changes in the amounts outstanding under our U.K. Revolving Credit Agreement, (3) changes in amounts outstanding pursuant to letters of credit, (4) the issuance of the 11 3/8% Senior Secured Notes due July 2015 and (5) the repayment and satisfaction of all obligations related to the 8 7/8% Senior Unsecured Notes due June 2011 (each as discussed above). The 11 3/8% Senior Secured Notes require interest payments of $8.5 million each January and July through their maturity in July 2015.
Our anticipated capital expenditures for fiscal 2009, including $8.4 million incurred during the first nine months of fiscal 2009, are expected to be approximately $10 million. These expenditures consist primarily of additional Tommy Bahama and Ben Sherman retail stores and the costs associated with the implementation of a new integrated financial system.
Off Balance Sheet Arrangements
We have not entered into agreements which meet the SEC’s definition of an off balance sheet financing arrangement, other than operating leases, and have made no financial commitments to or guarantees with respect to any unconsolidated subsidiaries or special purpose entities.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, stock compensation expense, contingencies and litigation and certain other accrued expenses. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates are discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for fiscal 2008. There have not been any significant changes to the application of our critical accounting policies and estimates during the first nine months of fiscal 2009, except that we no longer have any goodwill recognized in our balance sheet after the impairment charge which was recognized in the fourth quarter of fiscal 2008.
A detailed summary of significant accounting policies is included in Note 1 to our consolidated financial statements contained in our Annual Report on Form 10-K for fiscal 2008.
SEASONALITY
Although our various product lines are sold on a year-round basis, the demand for specific products or styles may be seasonal. For example, the demand for Tommy Bahama and golf products is higher in the spring and summer seasons. Generally, our wholesale products are sold prior to each of the retail selling seasons, consisting of spring, summer, fall and holiday. As the timing of product shipments and other events affecting the retail business may vary, results for any particular quarter may not be indicative of results for the full year. The percentage of net sales by quarter (unaudited) for fiscal 2008 was 29%, 24%, 26% and 21%, respectively, and the percentage of earnings (loss) before income taxes by quarter (unaudited) for fiscal 2008 was 5%, 1%, 2% and (108%), respectively. We do not believe the fiscal 2008 distribution of earnings (loss) before income taxes is indicative of the distribution in future years, in particular because certain of the quarters in fiscal 2008 were impacted to varying degrees by restructuring charges, asset impairment charges, other unusual items, a gain on the repurchase of a portion of our 8 7/8% Senior Unsecured Notes and the challenging economic environment.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to certain trade policy, interest rate, foreign currency, commodity and inflation risks as discussed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K for fiscal 2008. There have not been any significant changes in our exposure to these risks during fiscal 2009.

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ITEM 4. CONTROLS AND PROCEDURES
Our Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
During the third quarter of fiscal 2009, we converted certain of our financial systems in our United States operations (general ledger, payables and fixed assets) to a new integrated financial system. As a result of these conversions, certain controls were modified, as necessary, to supplement and complement our existing internal controls over financial reporting. We anticipate converting other of our financial systems and certain other geographic regions to the new integrated financial system in future periods. The conversion of certain of our financial systems to an integrated financial system was undertaken to provide a more integrated financial system across our operating groups, more timely management information, efficiencies in our operations and enhanced customer service, and not in response to any actual or perceived deficiencies in our internal control over financial reporting.
Except for the conversion of certain of our financial systems to a new integrated financial system as discussed above, there were no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) that occurred during the third quarter of fiscal 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the ordinary course of business, we may become subject to litigation or claims. We are not currently a party to any litigation or regulatory action that we believe could reasonably be expected to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
We believe that an investor should carefully consider the factors discussed in Part II, Item 1A, Risk Factors in our Quarterly Report on Form 10-Q for the second quarter of fiscal 2009, which are not the only risks facing our company. We do not believe there have been any material changes to the risk factors described in our Quarterly Report on Form 10-Q for the second quarter of fiscal 2009. If any of the risks described in such Quarterly Report, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, actually occur, our business, financial condition or operating results could suffer.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  (a)   During the third quarter of fiscal 2009, we did not make any unregistered sales of our equity securities.
 
  (c)   We have certain stock incentive plans as described in Note 7 to our consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2008, all of which are publicly announced plans. Under the plans, we can repurchase shares from employees to cover employee tax liabilities related to the exercise of stock options or the vesting of previously restricted shares. No shares were purchased during the third quarter of fiscal 2009.
On September 8, 2008, our Board of Directors authorized the repurchase by us of up to 0.5 million shares of our common stock. As of October 31, 2009, no shares had been repurchased pursuant to this authorization, which has no automatic expiration.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS
  3.1   Restated Articles of Incorporation of Oxford Industries, Inc. Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the fiscal quarter ended August 29, 2003.
 
  3.2   Bylaws of Oxford Industries, Inc., as amended. Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on June 17, 2009.
 
  31.1   Section 302 Certification by Principal Executive Officer.*
 
  31.2   Section 302 Certification by Principal Financial Officer.*
 
  32   Section 906 Certification by Principal Executive Officer and Principal Financial Officer.*
 
*   Filed herewith.
SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
December 10, 2009   OXFORD INDUSTRIES, INC.

(Registrant)
 
 
  /s/ K. Scott Grassmyer    
  K. Scott Grassmyer   
  Senior Vice President, Chief Financial Officer and Controller
(Authorized Signatory and Principal Financial Officer) 
 

34

exv31w1
         
Exhibit 31.1
CERTIFICATION
I, J. Hicks Lanier, certify that:
1.   I have reviewed this report on Form 10-Q of Oxford Industries, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: December 10, 2009  /s/ J. Hicks Lanier    
  J. Hicks Lanier   
  Chairman and Chief Executive Officer
(Principal Executive Officer) 
 

 

exv31w2
         
Exhibit 31.2
CERTIFICATION
I, K. Scott Grassmyer, certify that:
1.   I have reviewed this report on Form 10-Q of Oxford Industries, Inc.;
 
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.   The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
  b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
  c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
  d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.   The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
  a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
  b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
         
     
Date: December 10, 2009  /s/ K. Scott Grassmyer    
  K. Scott Grassmyer   
  Senior Vice President, Chief Financial Officer and Controller
(Principal Financial Officer) 
 

 

exv32
         
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Oxford Industries, Inc. (the “Company”) on Form 10-Q (“Form 10-Q”) for the quarter ended October 31, 2009 as filed with the Securities and Exchange Commission on the date hereof, I, J. Hicks Lanier, Chairman and Chief Executive Officer of the Company, and I, K. Scott Grassmyer, Senior Vice President, Chief Financial Officer and Controller of the Company, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:
(1)   The Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)   The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
     
/s/ J. Hicks Lanier
   
 
   
J. Hicks Lanier
   
Chairman and Chief Executive Officer
   
(Principal Executive Officer)
   
December 10, 2009
   
 
   
/s/ K. Scott Grassmyer
   
 
   
K. Scott Grassmyer
   
Senior Vice President, Chief Financial Officer and Controller
   
(Principal Financial Officer)
   
December 10, 2009