**Table of Contents**

 

 

 

### **UNITEDSTATES**

### **SECURITIESAND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q**

 

þ**                                                         ****QUARTERLY REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thequarterly period ended MAY 1, 2010**

** **

**or**

 

o**                                                         ****TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For thetransition 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)                                                                                                                                                                                                                                                                                                                                  |   |

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes þ No  ̈

 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (orfor such shorter period that the registrant was required to submit and postsuch files). Yes  ̈ No  ̈

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See the definitions of “large accelerated filer,” “acceleratedfiler” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer £ |   | Accelerated filer þ                      |   | Non-accelerated filer £ |   | Smaller reporting company£ |
|--------------------------------|--------|-----------------------------------------------|--------|------------------------------|--------|---------------------------------|
|                           |   | (Do not check if a smaller reporting company) |

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ̈ No þ

 

Indicate thenumber 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 June 4, 2010      |
| Common Stock, $1  par value        |   | 16,525,517                                  |

 

 

 

----

 

OXFORD INDUSTRIES,INC.

INDEX TO FORM 10-Q

For the firstquarter of fiscal 2010

 
|                                                                                                 | Page   |
|------------------------------------------------------------------------------------------------------|--------|
| PART I. FINANCIAL INFORMATION                                                                   |   |
|                                                                                                 |   |
| Item 1. Financial Statements                                                                         |   |
| Condensed  Consolidated Statements of Operations (Unaudited)                                         | 4      |
| Condensed  Consolidated Balance Sheets (Unaudited)                                                   | 5      |
| Condensed  Consolidated Statements of Cash Flows (Unaudited)                                         | 6      |
| Notes to  Unaudited Condensed Consolidated Financial Statements                                      | 7      |
| Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of  Operations | 13     |
| Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                  | 22     |
| Item 4. Controls and Procedures                                                                      | 22     |
|                                                                                                 |   |
| PART II.  OTHER INFORMATION                                                                     |   |
|                                                                                                 |   |
| Item 1. Legal  Proceedings                                                                           | 23     |
| Item 1A. Risk  Factors                                                                               | 23     |
| Item 2. Unregistered Sales of Equity  Securities and Use of Proceeds                                 | 23     |
| Item 3.  Defaults Upon Senior Securities                                                             | 23     |
| Item 4.  Reserved                                                                                    | 23     |
| Item 5. Other  Information                                                                           | 23     |
| Item 6.  Exhibits                                                                                    | 24     |
| Signatures                                                                                           | 24     |

 

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**Table of Contents**

 

**CAUTIONARY STATEMENTSREGARDING FORWARD-LOOKING STATEMENTS**

** **

Our SEC filings and public announcements may includeforward-looking statements about future events. Generally, the words “believe,”“expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similarexpressions identify forward-looking statements, which generally are nothistorical in nature. We intend for all forward-looking statements containedherein, in our press releases or on our website, and all subsequent written andoral forward-looking statements attributable to us or persons acting on ourbehalf, to be covered by the safe harbor provisions for forward-lookingstatements within the meaning of the Private Securities Litigation Reform Actof 1995 and the provisions of Section 27A of the Securities Act of 1933and Section 21E of the Securities Exchange Act of 1934 (which Sectionswere adopted as part of the Private Securities Litigation Reform Act of 1995).Important assumptions relating to these forward-looking statements include,among others, assumptions regarding the impact of economic conditions onconsumer demand and spending, the impact of natural or man-made disasters inany of the regions in which our retail stores or wholesale customers areconcentrated, demand for our products, timing of shipments requested by ourwholesale customers, expected pricing levels, competitive conditions, thetiming and cost of planned capital expenditures, costs of products and rawmaterials we purchase, access to capital and/or credit markets, expectedoutcomes of pending or potential litigation and regulatory actions anddisciplined execution by key management. Forward-looking statements reflect ourcurrent expectations, based on currently available information, and are notguarantees of performance. Although we believe that the expectations reflectedin such forward-looking statements are reasonable, these expectations couldprove inaccurate as such statements involve risks and uncertainties, many ofwhich are beyond our ability to control or predict. Should one or more of theserisks or uncertainties, or other risks or uncertainties not currently known tous or that we currently deem to be immaterial, materialize, or shouldunderlying assumptions prove incorrect, actual results may vary materially fromthose anticipated, estimated or projected. Important factors relating to theserisks and uncertainties include, but are not limited to, those described Part I,Item 1A. Risk Factors contained in our Annual Report on Form 10-K forfiscal 2009, as updated by Part II, Item 1A. Risk Factors in this reportand those described from time to time in our future reports filed with the SEC.

 

We caution that one should not place undue reliance onforward-looking statements, which speak only as of the date on which they aremade. We disclaim any intention, obligation or duty to update or revise anyforward-looking statements, whether as a result of new information, futureevents or otherwise, except as required by law.

 

**DEFINITIONS**

 

Unless the context requires otherwise, the followingterms, or words of similar import, have the following meanings:

 

Our, us or we: Oxford Industries, Inc. and itsconsolidated subsidiaries

 

SG&A: Selling, general and administrative expenses

 

SEC: U.S. Securities and Exchange Commission

 

Securities Exchange Act: the Securities Exchange Actof 1934, as amended

 

FASB: Financial Accounting Standards Board

 

U.S. GAAP: Generally accepted accounting principles inthe United States

 

ASC: FASB Accounting Standards Codification

 
| Fiscal 2011                 | 52 weeks ending January 28, 2012      |
|-----------------------------|--------------------------------------------|
| Fiscal 2010                 | 52 weeks ending January 29, 2011      |
| Fiscal 2009                 | 52 weeks ended January 30, 2010       |
| Fourth quarter fiscal  2010 | 13 weeks ending January 29, 2011 |
| Third quarter fiscal  2010  | 13 weeks ending October 30, 2010 |
| Second quarter fiscal  2010 | 13 weeks ending July 31, 2010    |
| First quarter fiscal  2010  | 13 weeks ended May 1, 2010       |
| Fourth quarter fiscal  2009 | 13 weeks ended 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       |

 

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**PART I. FINANCIAL INFORMATION**

 

**ITEM 1.FINANCIAL STATEMENTS**

 

**OXFORDINDUSTRIES, INC.**

**CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS**

**(UNAUDITED)**

**(inthousands, except per share amounts)**

 
| ** **                                   | ** ** | **First  Quarter********Fiscal 2010**     | ** ** | **First  Quarter  Fiscal 2009**           |
|----------------------------------------------|------------|-------------------------------------------|------------|-------------------------------------------|
| Net sales                                    |       | $217,750                                  |       | $216,731                                  |
| Cost of goods sold                           |       | 116,168                                   |       | 126,797                                   |
| Gross profit                                 |       | 101,582                                   |       | 89,934                                    |
| SG&A                                     |       | 83,752                                    |       | 78,683                                    |
| Amortization of  intangible assets           |       | 250                                       |       | 308                                       |
|                                         |       | 84,002                                    |       | 78,991                                    |
| Royalties and other  operating income        |       | 3,841                                     |       | 2,469                                     |
| Operating income                             |       | 21,421                                    |       | 13,412                                    |
| Interest expense, net                        |       | 5,009                                     |       | 4,565                                     |
| Earnings before income  taxes                |       | 16,412                                    |       | 8,847                                     |
| Income taxes                                 |       | 3,915                                     |       | 2,236                                     |
| Net earnings                                 |       | $  12,497                       |       | $    6,611            |
|                                         |       |                                      |       |                                      |
| Net earnings per common  share:              |       |                                      |       |                                      |
| Basic                                        |       | $      0.76 |       | $      0.42 |
| Diluted                                      |       | $      0.76 |       | $      0.42 |
| Weighted average common  shares outstanding: |       |                                      |       |                                      |
| Basic                                        |       | 16,490                                    |       | 15,876                                    |
| Dilution                                     |       | 13                                        |       | —                                    |
| Diluted                                      |       | 16,503                                    |       | 15,876                                    |
|                                         |       |                                      |       |                                      |
| Dividends declared per  common share         |       | $      0.11 |       | $      0.09 |

 

See accompanying notes.

 

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**OXFORDINDUSTRIES, INC.**

**CONDENSEDCONSOLIDATED BALANCE SHEETS**

**(UNAUDITED)**

**(inthousands, except par amounts)**

 
| ** **                                                | ** ** | **May 1,********2010** | ** ** | **January 30,********2010** | ** **                     | **May 2,********2009** | ** ** |
|-----------------------------------------------------------|------------|-----------------------------|------------|----------------------------------|--------------------------------|-----------------------------|------------|
| **ASSETS**                                                |       |                        |       |                             |                           |                        |       |   |   |   |
| **Current  Assets:**                                      |       |                        |       |                             |                           |                        |       |   |   |   |
| Cash and cash  equivalents                                |       | $  18,823         |       |                             | $    8,288 |                        |       | $    8,386 |   |   |
| Receivables, net                                          |       | 94,481                      |       |                             | 74,398                         |                        |       | 93,795 |   |   |
| Inventories, net                                          |       | 56,319                      |       |                             | 77,029                         |                        |       | 93,875 |   |   |
| Prepaid expenses, net                                     |       | 12,286                      |       |                             | 10,713                         |                        |       | 11,629 |   |   |
| Deferred tax assets                                       |       | 15,397                      |       |                             | 13,875                         |                        |       | 9,863 |   |   |
| **Total  current assets**                                 |       | 197,306                     |       |                             | 184,303                        |                        |       | 217,548 |   |   |
| Property, plant and  equipment, net                       |       | 76,474                      |       |                             | 79,540                         |                        |       | 88,311 |   |   |
| Intangible assets, net                                    |       | 136,033                     |       |                             | 137,490                        |                        |       | 136,454 |   |   |
| Other non-current  assets, net                            |       | 23,821                      |       |                             | 23,841                         |                        |       | 19,970 |   |   |
| **Total  Assets**                                         |       | $433,634                    |       |                             | $425,174                       |                        |       | $462,283 |   |   |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**             |       |                        |       |                             |                           |                        |       |   |   |   |
| **Current  Liabilities:**                                 |       |                        |       |                             |                           |                        |       |   |   |   |
| Trade accounts payable  and other accrued expenses        |       | $  69,254         |       |                             | $  81,831            |                        |       | $  70,685 |   |   |
| Accrued compensation                                      |       | 17,810                      |       |                             | 11,514                         |                        |       | 9,907 |   |   |
| Income taxes payable                                      |       | 6,023                       |       |                             | 2,517                          |                        |       | 2,414 |   |   |
| Short-term debt and  current maturities of long-term debt |       | 2,856                       |       |                             | —                         |                        |       | 25,479 |   |   |
| **Total  current liabilities**                            |       | 95,943                      |       |                             | 95,862                         |                        |       | 108,485 |   |   |
| Long-term debt, less  current maturities                  |       | 146,572                     |       |                             | 146,408                        |                        |       | 181,501 |   |   |
| Other non-current  liabilities                            |       | 48,401                      |       |                             | 50,066                         |                        |       | 46,304 |   |   |
| Non-current deferred  income taxes                        |       | 28,192                      |       |                             | 28,421                         |                        |       | 31,423 |   |   |
| Commitments and  contingencies                            |       |                        |       |                             |                           |                        |       |   |   |   |
| **Shareholders’  Equity:**                           |       |                        |       |                             |                           |                        |       |   |   |   |
| Common stock,  $1.00 par value per common share      |       | 16,526                      |       |                             | 16,461                         |                        |       | 16,057 |   |   |
| Additional paid-in  capital                               |       | 93,131                      |       |                             | 91,840                         |                        |       | 89,040 |   |   |
| Retained earnings                                         |       | 30,036                      |       |                             | 19,356                         |                        |       | 15,805 |   |   |
| Accumulated other  comprehensive loss                     |       | (25,167                     | )          |                             | (23,240                        | )                           |       | (26,332 | ) |   |
| **Total  shareholders’ equity**                      |       | 114,526                     |       |                             | 104,417                        |                        |       | 94,570 |   |   |
| **Total  Liabilities and Shareholders’ Equity**      |       | $433,634                    |       |                             | $425,174                       |                        |       | $462,283 |   |   |

 

See accompanyingnotes.

 

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**OXFORD INDUSTRIES, INC.**

**CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS**

**(UNAUDITED)**

**(inthousands)**

 
| ** **                                                                           | ** ** | **First Quarter********Fiscal 2010**     | ** ** | **First Quarter  Fiscal 2009** |
|--------------------------------------------------------------------------------------|------------|------------------------------------------|------------|--------------------------------|
| **Cash  Flows From Operating Activities:**                                           |       |                                     |       |                           |   |   |
| Net earnings                                                                         |       | $ 12,497                            |       |                           | $   6,611 |   |
| Adjustments to  reconcile net earnings to net cash provided by operating activities: |       |                                     |       |                           |   |   |
| Depreciation                                                                         |       | 4,366                                    |       |                           | 4,623 |   |
| Amortization of  intangible assets                                                   |       | 250                                      |       |                           | 308 |   |
| Amortization of  deferred financing costs and bond discount                          |       | 488                                      |       |                           | 335 |   |
| Stock compensation  expense                                                          |       | 1,657                                    |       |                           | 671 |   |
| Loss on sale of  property, plant and equipment                                       |       | 12                                       |       |                           | 28 |   |
| Deferred income taxes                                                                |       | (1,433                                   | )          |                           | (594 | ) |
| Changes in working  capital:                                                         |       |                                     |       |                           |   |   |
| Receivables                                                                          |       | (20,690                                  | )          |                           | (14,759 | ) |
| Inventories                                                                          |       | 20,144                                   |       |                           | 26,196 |   |
| Prepaid expenses                                                                     |       | (1,719                                   | )          |                           | (678 | ) |
| Current liabilities                                                                  |       | (2,524                                   | )          |                           | (19,192 | ) |
| Other non-current  assets                                                            |       | (301                                     | )          |                           | (90 | ) |
| Other non-current  liabilities                                                       |       | (1,630                                   | )          |                           | (929 | ) |
| **Net  cash provided by operating activities**                                       |       | 11,117                                   |       |                           | 2,530 |   |
| **Cash  Flows From Investing Activities:**                                           |       |                                     |       |                           |   |   |
| Purchases of property,  plant and equipment                                          |       | (1,561                                   | )          |                           | (3,771 | ) |
| **Net  cash used in investing activities**                                           |       | (1,561                                   | )          |                           | (3,771 | ) |
| **Cash  Flows From Financing Activities:**                                           |       |                                     |       |                           |   |   |
| Repayment of revolving  credit arrangements                                          |       | (22,350                                  | )          |                           | (63,373 | ) |
| Proceeds from revolving  credit arrangements                                         |       | 25,233                                   |       |                           | 70,875 |   |
| Proceeds from issuance  of common stock                                              |       | 115                                      |       |                           | 137 |   |
| Dividends on common  stock                                                           |       | (1,821                                   | )          |                           | (1,430 | ) |
| **Net  cash provided by financing activities**                                       |       | 1,177                                    |       |                           | 6,209 |   |
| Net change in cash and  cash equivalents                                             |       | 10,733                                   |       |                           | 4,968 |   |
| Effect of foreign  currency translation on cash and cash equivalents                 |       | (198                                     | )          |                           | 128 |   |
| Cash and cash  equivalents at the beginning of year                                  |       | 8,288                                    |       |                           | 3,290 |   |
| Cash and cash  equivalents at the end of period                                      |       | $ 18,823                            |       |                           | $   8,386 |   |
| ** **                                                                           | ** ** | ** **                               |       |                           |   |   |
| **Supplemental  disclosure of cash flow information:**                               | ** ** | ** **                               |       |                           |   |   |
| Cash paid for interest,  net                                                         |       | $      286 |       |                           | $      514 |   |
| Cash paid for income  taxes                                                          |       | $   3,404                 |       |                           | $      580 |   |

 

See accompanyingnotes.

 

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**OXFORD INDUSTRIES, INC.**

**NOTES TOUNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**

**FIRST QUARTER OF FISCAL 2010**

 

**1.****             ****Basis of Presentation:** The accompanying unaudited condensed consolidated financial statementshave been prepared in accordance with U.S. GAAP for interim financial reportingand the instructions of Form 10-Q and Article 10 of Regulation S-X.Accordingly, they do not include all of the information and footnotes requiredby U.S. GAAP.  We believe theaccompanying unaudited condensed consolidated financial statements reflect allnormal, recurring adjustments that are necessary for a fair presentation of ourfinancial position and results of operations as of the date and for the periodspresented.  Results of operations for theinterim periods presented are not necessarily indicative of results to beexpected for our full fiscal year.  Theaccounting policies applied during the interim periods presented are consistentwith the significant accounting policies described in our Annual Report on Form 10-Kfor fiscal 2009.

 

**2.****             ****Inventories: **The components of inventories as of the dates specifiedare summarized as follows (in thousands):

 
| ** **                 | ** ** | **May 1,  2010** | ** ** | **January 30,  2010** | ** **          | **May 2,  2009** | ** ** |
|----------------------------|------------|-----------------------|------------|----------------------------|---------------------|-----------------------|------------|
| Finished  goods            |       | $ 92,288         |       |                       | $108,788            |                  |       | $129,597 |   |   |
| Work  in process           |       | 5,001                 |       |                       | 6,972               |                  |       | 4,283 |   |   |
| Fabric,  trim and supplies |       | 3,468                 |       |                       | 5,707               |                  |       | 6,719 |   |   |
| LIFO  reserve              |       | (44,438               | )          |                       | (44,438             | )                     |       | (46,724 | ) |   |
| Total                      |       | $ 56,319         |       |                       | $  77,029 |                  |       | $  93,875 |   |   |

 

**3.****             ****Comprehensive Income: **Comprehensive income, which reflects the effects offoreign currency translation adjustments, is calculated as follows for theperiods presented (in thousands):

 
| ** **                                               | ** ** | **First Quarter  Fiscal 2010** | ** ** | **First Quarter  Fiscal 2009** |
|----------------------------------------------------------|------------|--------------------------------|------------|--------------------------------|
| Net  earnings                                            |       | $12,497                        |       |                           | $6,611 |   |
| Gain  (loss) on foreign currency translation, net of tax |       | (1,927                         | )          |                           | 1,273 |   |
| Comprehensive  income                                    |       | $10,570                        |       |                           | $7,884 |   |

 

**4.****             ****Operating Group Information: **Our business is operated through our four operatinggroups: Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. Weidentify our operating groups based on the way our management organizes thecomponents of our business for purposes of allocating resources and assessingperformance. Corporate and Other is a reconciling category for reportingpurposes and includes our corporate offices, substantially all financingactivities,  elimination of inter-groupsales,  LIFO inventory accountingadjustments and other costs that are not allocated to the operating groups.

 

The table below presents certain information about ouroperating groups (in thousands).

 
| ** **          | ** ** | **First  Quarter  Fiscal 2010** | ** ** | **First  Quarter  Fiscal 2009** | ** **          |
|---------------------|------------|---------------------------------|------------|---------------------------------|---------------------|
| **Net  Sales**      |       |                            |       |                            |                |   |   |
| Tommy Bahama        |       | $109,105                        |       |                            | $  98,420 |   |   |
| Ben Sherman         |       | 22,154                          |       |                            | 24,219              |   |   |
| Lanier Clothes      |       | 30,428                          |       |                            | 31,507              |   |   |
| Oxford Apparel      |       | 56,342                          |       |                            | 63,204              |   |   |
| Corporate and Other |       | (279                            | )          |                            | (619                | ) |   |
| **Total**           |       | $217,750                        |       |                            | $216,731            |   |   |

 

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| ** **                             | ** ** | **First  Quarter  Fiscal 2010**    | ** ** | **First  Quarter  Fiscal 2009** | ** **                         |
|----------------------------------------|------------|------------------------------------|------------|---------------------------------|------------------------------------|
| **Depreciation**                       |       |                               |       |                            |                               |   |   |
| Tommy Bahama                           |       | $  3,274                 |       |                            | $  3,662                 |   |   |
| Ben Sherman                            |       | 536                                |       |                            | 555                                |   |   |
| Lanier Clothes                         |       | 119                                |       |                            | 145                                |   |   |
| Oxford Apparel                         |       | 182                                |       |                            | 204                                |   |   |
| Corporate and Other                    |       | 255                                |       |                            | 57                                 |   |   |
| **Total**                              |       | $  4,366                 |       |                            | $  4,623                 |   |   |
| **Amortization  of Intangible Assets** |       |                               |       |                            |                               |   |   |
| Tommy Bahama                           |       | $     173 |       |                            | $     222 |   |   |
| Ben Sherman                            |       | 67                                 |       |                            | 76                                 |   |   |
| Lanier Clothes                         |       | —                             |       |                            | —                             |   |   |
| Oxford Apparel                         |       | 10                                 |       |                            | 10                                 |   |   |
| Corporate and Other                    |       | —                             |       |                            | —                             |   |   |
| **Total**                              |       | $     250 |       |                            | $    308       |   |   |
| **Operating  Income (Loss)**           |       |                               |       |                            |                               |   |   |
| Tommy Bahama                           |       | $17,861                            |       |                            | $12,250                            |   |   |
| Ben Sherman                            |       | 522                                |       |                            | (1,976                             | ) |   |
| Lanier Clothes                         |       | 4,359                              |       |                            | 2,737                              |   |   |
| Oxford Apparel                         |       | 5,971                              |       |                            | 5,193                              |   |   |
| Corporate and Other                    |       | (7,292                             | )          |                            | (4,792                             | ) |   |
| **Total  Operating Income**            |       | $21,421                            |       |                            | $13,412                            |   |   |
| Interest Expense, net                  |       | 5,009                              |       |                            | 4,565                              |   |   |
| **Earnings  Before Income Taxes**      |       | $16,412                            |       |                            | $  8,847                 |   |   |

 

**5.****             ****Consolidating Financial Data ofSubsidiary Guarantors: **Our 113/8% Senior Secured Notes due 2015 are guaranteed bysubstantially all of our wholly-owned domestic subsidiaries (“SubsidiaryGuarantors”). All guarantees are full and unconditional. For consolidatedfinancial reporting purposes, non-guarantors consist of our subsidiaries whichare organized outside the United States and certain domestic subsidiaries. Weuse the equity method with respect to investment in subsidiaries included inother non-current assets in our condensed consolidating financial statements.Set forth below are our condensed consolidating balance sheets as of May 1,2010, January 30, 2010 and May 2, 2009 (in thousands) as well as ourcondensed consolidating statements of operations and statements of cash flowsfor the first quarter of fiscal 2010 and fiscal 2009 (in thousands).

 

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**OXFORDINDUSTRIES, INC.**

**UNAUDITEDCONDENSED CONSOLIDATING BALANCE SHEETS**

**May 1,2010**

** **
|                                            |       |                                         |       |                             |                                                 |                                   |       |                                 |       |                          |                                                                |   |   |                |   |   |   |    |   |   |   |
|-------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------|------------------------------------------------------|----------------------------------------|------------|--------------------------------------|------------|-------------------------------|---------------------------------------------------------------------|--------|--------|---------------------|--------|--------|--------|---------|--------|--------|--------|
| ** **                                      | ** ** | **Oxford********Industries********(Parent)** | ** ** | **Subsidiary********Guarantors** | ** **                                           | **Subsidiary********Non-  Guarantors** | ** ** | **Consolidating********Adjustments** | ** ** | **Consolidated********Total** | ** **                                                          |
| **ASSETS**                                      |
| Cash and cash  equivalents                      |       | $  13,581                          |       |                             | $        562 |                                   |       | $   4,680             |       |                          | $          — |   |   | $  18,823 |   |   |
| Receivables, net                                |       | 44,199                                       |       |                             |                                                 | 16,525                                 |       |                                 |       | 41,447                        |                                                                |   |   | (7,690              | )      |   |   | 94,481  |   |   |
| Inventories, net                                |       | (2,025                                       | )          |                             |                                                 | 52,467                                 |       |                                 |       | 6,543                         |                                                                |   |   | (666                | )      |   |   | 56,319  |   |   |
| Prepaid expenses and  deferred tax assets       |       | 19,016                                       |       |                             |                                                 | 7,886                                  |       |                                 |       | 4,663                         |                                                                |   |   | (3,882              | )      |   |   | 27,683  |   |   |
| Total current assets                            |       | 74,771                                       |       |                             |                                                 | 77,440                                 |       |                                 |       | 57,333                        |                                                                |   |   | (12,238             | )      |   |   | 197,306 |   |   |
| Property, plant and  equipment, net             |       | 13,543                                       |       |                             |                                                 | 57,660                                 |       |                                 |       | 5,271                         |                                                                |   |   | —              |   |   |   | 76,474  |   |   |
| Intangible assets, net                          |       | 18                                           |       |                             |                                                 | 112,999                                |       |                                 |       | 23,016                        |                                                                |   |   | —              |   |   |   | 136,033 |   |   |
| Other non-current assets, net                   |       | 510,663                                      |       |                             |                                                 | 148,913                                |       |                                 |       | 4,208                         |                                                                |   |   | (639,963            | )      |   |   | 23,821  |   |   |
| Total Assets                                    |       | $598,995                                     |       |                             | $ 397,012                                       |                                   |       | $ 89,828                        |       |                          | $(652,201                                                           | )      |   | $433,634            |   |   |
|                                            |       |                                         |       |                             |                                                 |                                   |       |                                 |       |                          |                                                                |   |   |                |   |   |   |    |   |   |
| **LIABILITIES  AND SHAREHOLDERS’ EQUITY**  |
| Current liabilities                             |       | $  31,017                          |       |                             | $   38,651                            |                                   |       | $ 33,948                        |       |                          | $    (7,673                                     | )      |   | $  95,943 |   |   |
| Long-term debt, less  current portion           |       | 146,572                                      |       |                             |                                                 | —                                 |       |                                 |       | —                        |                                                                |   |   | —              |   |   |   | 146,572 |   |   |
| Non-current liabilities                         |       | 311,526                                      |       |                             |                                                 | (298,549                               | )          |                                 |       | 143,954                       |                                                                |   |   | (108,530            | )      |   |   | 48,401  |   |   |
| Non-current deferred  income taxes              |       | (4,646                                       | )          |                             |                                                 | 26,258                                 |       |                                 |       | 6,580                         |                                                                |   |   | —              |   |   |   | 28,192  |   |   |
| Total  shareholders’/invested equity       |       | 114,526                                      |       |                             |                                                 | 630,652                                |       |                                 |       | (94,654                       | )                                                                   |   |   | (535,998            | )      |   |   | 114,526 |   |   |
| Total Liabilities and Shareholders’ Equity |       | $598,995                                     |       |                             | $ 397,012                                       |                                   |       | $ 89,828                        |       |                          | $(652,201                                                           | )      |   | $433,634            |   |   |

 

**OXFORD INDUSTRIES, INC.**

**CONDENSEDCONSOLIDATING BALANCE SHEETS**

**January 30,2010**

 
|                                             |       |                             |       |                       |       |                             |       |                           |       |                    |       |
|--------------------------------------------------|------------|----------------------------------|------------|----------------------------|------------|----------------------------------|------------|--------------------------------|------------|-------------------------|------------|
| ** **                                       | ** ** | **Oxford  Industries  (Parent)** | ** ** | **Subsidiary  Guarantors** | ** ** | **Subsidiary  Non-  Guarantors** | ** ** | **Consolidating  Adjustments** | ** ** | **Consolidated  Total** | ** ** |
| **ASSETS**                                       |
| Cash and cash  equivalents                       |       | $    5,954   |       | $                          | 782        |                             | $          | 1,552                          |       | $                       | —     |   | $ | 8,288 |   |
| Receivables, net                                 |       | 35,943                           |       | 2,412                      |       | 45,958                           |       | (9,915                         | )          | 74,398                  |       |
| Inventories                                      |       | 14,218                           |       | 51,911                     |       | 11,897                           |       | (997                           | )          | 77,029                  |       |
| Prepaid expenses  and deferred tax assets        |       | 17,292                           |       | 8,111                      |       | 3,103                            |       | (3,918                         | )          | 24,588                  |       |
| Total current  assets                            |       | 73,407                           |       | 63,216                     |       | 62,510                           |       | (14,830                        | )          | 184,303                 |       |
| Property, plant  and equipment, net              |       | 13,997                           |       | 59,939                     |       | 5,604                            |       | —                         |       | 79,540                  |       |
| Intangible  assets, net                          |       | 28                               |       | 113,173                    |       | 24,289                           |       | —                         |       | 137,490                 |       |
| Other non-current assets, net                    |       | 499,389                          |       | 148,932                    |       | 4,216                            |       | (628,696                       | )          | 23,841                  |       |
| Total  Assets                                    |       | $586,821                         |       | $                          | 385,260    |                             | $          | 96,619                         |       | $                       | (643,526   | ) | $ | 425,174 |   |
|                                             |       |                             |       |                       |       |                             |       |                           |       |                    |       |
| **LIABILITIES  AND SHAREHOLDERS’ EQUITY**   |
| Current  liabilities                             |       | 39,507                           |       | 27,319                     |       | 38,686                           |       | (9,650                         | )          | 95,862                  |       |
| Long-term  debt, less current portion            |       | 146,408                          |       | —                     |       | —                           |       | —                         |       | 146,408                 |       |
| Non-current  liabilities                         |       | 300,896                          |       | (288,230                   | )          | 145,195                          |       | (107,795                       | )          | 50,066                  |       |
| Deferred  income taxes                           |       | (4,407                           | )          | 27,000                     |       | 6,794                            |       | (966                           | )          | 28,421                  |       |
| Total  shareholders’/invested equity        |       | 104,417                          |       | 619,171                    |       | (94,056                          | )          | (525,115                       | )          | 104,417                 |       |
| Total  Liabilities and Shareholders’ Equity |       | $586,821                         |       | $                          | 385,260    |                             | $          | 96,619                         |       | $                       | (643,526   | ) | $ | 425,174 |   |
|                                                  |            |                                  |            |                            |            |                                  |            |                                |            |                         |            |  |  |  |  |  |

 

9

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**Table of Contents**

 

**OXFORD INDUSTRIES, INC.**

**UNAUDITEDCONDENSED CONSOLIDATING BALANCE SHEETS**

**May 2,2009**

 
|                                            |       |       |                                         |       |                             |       |                                   |       |                                 |       |                                                                |       |
|-------------------------------------------------|------------|------------|----------------------------------------------|------------|----------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|---------------------------------------------------------------------|------------|
| ** **                                      | ** ** | ** ** | **Oxford********Industries********(Parent)** | ** ** | **Subsidiary********Guarantors** | ** ** | **Subsidiary********Non-  Guarantors** | ** ** | **Consolidating********Adjustments** | ** ** | **Consolidated********Total**                                       | ** ** |
| **ASSETS**                                      |
| Cash and cash  equivalents                      |       |       | $                                            | 2,034      |                             | $          | 2,070                                  |       | $    4,282       |       | $          — |       | $    8,386 |   |
| Receivables, net                                |       |       | 45,608                                       |       | 22,950                           |       | 33,594                                 |       | (8,357)                              |       | 93,795                                                              |       |
| Inventories                                     |       |       | 17,971                                       |       | 67,411                           |       | 10,471                                 |       | (1,978)                              |       | 93,875                                                              |       |
| Prepaid expenses and  deferred tax assets       |       |       | 8,832                                        |       | 8,121                            |       | 4,691                                  |       | (152)                                |       | 21,492                                                              |       |
| Total current assets                            |       |       | 74,445                                       |       | 100,552                          |       | 53,038                                 |       | (10,487)                             |       | 217,548                                                             |       |
| Property, plant and  equipment, net             |       |       | 9,486                                        |       | 72,953                           |       | 5,872                                  |       | —                               |       | 88,311                                                              |       |
| Intangible assets, net                          |       |       | 57                                           |       | 113,838                          |       | 22,559                                 |       | —                               |       | 136,454                                                             |       |
| Other non-current assets, net                   |       |       | 461,904                                      |       | 145,896                          |       | 35,271                                 |       | (623,101)                            |       | 19,970                                                              |       |
| Total Assets                                    |       |       | $                                            | 545,892    |                             | $          | 433,239                                |       | $116,740                             |       | $(633,588)                                                          |       | $462,283 |   |
|                                            |       |       |                                         |       |                             |       |                                   |       |                                 |       |                                                                |       |   |   |   |   |   |
| **LIABILITIES AND SHAREHOLDERS’ EQUITY**   |
| Current liabilities                             |       |       | $                                            | 49,416     |                             | $          | 32,550                                 |       | $  34,877                  |       | $    (8,358)                                    |       | $108,485 |   |
| Long-term debt, less  current portion           |       |       | 181,501                                      |       | —                           |       | —                                 |       | —                               |       | 181,501                                                             |       |
| Non-current liabilities                         |       |       | 223,892                                      |       | (176,134)                        |       | 107,701                                |       | (109,155)                            |       | 46,304                                                              |       |
| Non-current deferred  income taxes              |       |       | (3,487)                                      |       | 28,563                           |       | 6,347                                  |       | —                               |       | 31,423                                                              |       |
| Total  shareholders’/invested equity       |       |       | 94,570                                       |       | 548,260                          |       | (32,185)                               |       | (516,075)                            |       | 94,570                                                              |       |
| Total Liabilities and Shareholders’ Equity |       |       | $                                            | 545,892    |                             | $          | 433,239                                |       | $116,740                             |       | $(633,588)                                                          |       | $462,283 |   |
|                                                 |            |            |                                              |            |                                  |            |                                        |            |                                      |            |                                                                     |            |  |  |  |  |  |  |  |  |  |

 

10

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**Table of Contents**

 

**OXFORD INDUSTRIES, INC.**

**UNAUDITED CONDENSED CONSOLIDATINGSTATEMENTS OF OPERATIONS**

**First Quarter Fiscal 2010**

 
| ** **                                            | ** ** | **Oxford********Industries********(Parent)** | ** ** | **Subsidiary********Guarantors** | ** ** | **Subsidiary********Non-  Guarantors** | ** ** | **Consolidating********Adjustments** | ** ** | **Consolidated********Total** | ** ** |
|-------------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|-------------------------------|------------|
| Net sales                                             |       | $                                            | 92,676     |                             | $          | 110,957                                |       | $                                    | 22,332     |                          | $          | (8,215 | ) | $ | 217,750 |   |
| Cost of goods sold                                    |       | 68,620                                       |       | 42,738                           |       | 8,483                                  |       | (3,673                               | )          | 116,168                       |       |
| Gross profit                                          |       | 24,056                                       |       | 68,219                           |       | 13,849                                 |       | (4,542                               | )          | 101,582                       |       |
| SG&A including  amortization of intangible assets |       | 22,691                                       |       | 54,642                           |       | 12,897                                 |       | (6,228                               | )          | 84,002                        |       |
| Royalties and other  operating income                 |       | 37                                           |       | 2,930                            |       | 1,568                                  |       | (694                                 | )          | 3,841                         |       |
| Operating income                                      |       | 1,402                                        |       | 16,507                           |       | 2,520                                  |       | 992                                  |       | 21,421                        |       |
| Interest (income)  expense, net                       |       | 4,965                                        |       | (1,041                           | )          | 682                                    |       | 403                                  |       | 5,009                         |       |
| Income from equity  investment                        |       | 12,810                                       |       | —                           |       | —                                 |       | (12,810                              | )          | —                        |       |
| Earnings before income  taxes                         |       | 9,247                                        |       | 17,548                           |       | 1,838                                  |       | (12,221                              | )          | 16,412                        |       |
| Income taxes (benefit)                                |       | (2,866                                       | )          | 6,066                            |       | 509                                    |       | 206                                  |       | 3,915                         |       |
| Net earnings                                          |       | $                                            | 12,113     |                             | $          | 11,482                                 |       | $                                    | 1,329      |                          | $          | (12,427 | ) | $ | 12,497 |   |

 

**OXFORD INDUSTRIES, INC.**

**UNAUDITED CONDENSED CONSOLIDATINGSTATEMENTS OF OPERATIONS**

**First Quarter Fiscal 2009**

 
| ** **                                            | ** ** | **Oxford********Industries********(Parent)** | ** ** | **Subsidiary********Guarantors** | ** ** | **Subsidiary********Non-  Guarantors** | ** ** | **Consolidating********Adjustments** | ** ** | **Consolidated********Total** | ** ** |
|-------------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|-------------------------------|------------|
| Net sales                                             |       | $                                            | 92,793     |                             | $          | 108,065                                |       | $                                    | 25,285     |                          | $          | (9,412 | ) | $ | 216,731 |   |
| Cost of goods sold                                    |       | 74,506                                       |       | 45,964                           |       | 10,788                                 |       | (4,461                               | )          | 126,797                       |       |
| Gross profit                                          |       | 18,287                                       |       | 62,101                           |       | 14,497                                 |       | (4,951                               | )          | 89,934                        |       |
| SG&A including  amortization of intangible assets |       | 13,987                                       |       | 57,034                           |       | 13,979                                 |       | (6,009                               | )          | 78,991                        |       |
| Royalties and other  operating income                 |       | 13                                           |       | 2,219                            |       | 980                                    |       | (743                                 | )          | 2,469                         |       |
| Operating income                                      |       | 4,313                                        |       | 7,286                            |       | 1,498                                  |       | 315                                  |       | 13,412                        |       |
| Interest (income)  expense, net                       |       | 4,956                                        |       | (1,347                           | )          | 956                                    |       | —                               |       | 4,565                         |       |
| Income from equity  investment                        |       | 6,956                                        |       | —                           |       | —                                 |       | (6,956                               | )          | —                        |       |
| Earnings before income  taxes                         |       | 6,313                                        |       | 8,633                            |       | 542                                    |       | (6,641                               | )          | 8,847                         |       |
| Income taxes (benefit)                                |       | (95                                          | )          | 2,263                            |       | (42                                    | )          | 110                                  |       | 2,236                         |       |
| Net earnings                                          |       | $                                            | 6,408      |                             | $          | 6,370                                  |       | $                                    | 584        |                          | $          | (6,751 | ) | $ | 6,611 |   |

 

11

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**Table of Contents**

 

**OXFORDINDUSTRIES, INC.**

**UNAUDITED CONDENSED CONSOLIDATINGSTATEMENTS OF CASH FLOWS**

**First Quarter Fiscal 2010**

 
|                                                  |       |                                         |       |                             |       |                                 |       |                                 |       |                          |       |       |       |       |       |       |       |       |       |
|-------------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------|------------|--------------------------------------|------------|--------------------------------------|------------|-------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| ** **                                            | ** ** | **Oxford********Industries********(Parent)** | ** ** | **Subsidiary********Guarantors** | ** ** | **Subsidiary********Non-Guarantors** | ** ** | **Consolidating********Adjustments** | ** ** | **Consolidated********Total** | ** ** |
| Cash Flows From  Operating Activities:                | ** ** | ** **                                   | ** ** | ** **                       | ** ** | ** **                           | ** ** | ** **                           | ** ** | ** **                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net cash (used in)  provided by operating activities  |       | $                                            | (1,963     | )                                |       | $                                    | 11,166     |                                 |       | $ 1,914                  |       |       | $—    |       | $11,117    |       |       |
| Cash Flows from  Investing Activities:                |       |                                         |       |                             |       |                                 |       |                                 |       |                          |       |       |       |       |       |       |       |
| Net cash used in  investing activities                |       |                                         | (287       | )                                |       |                                 | (983       | )                                    |       | (291                          | )          |       | —     |       | (1,561     | )          |       |
| Cash Flows from  Financing Activities:                |       |                                         |       |                             |       |                                 |       |                                 |       |                          |       |       |       |       |       |       |       |
| Change in debt                                        |       |                                         | —     |                             |       |                                 | —     |                                 |       | 2,883                         |       |       | —     |       | 2,883      |       |       |
| Proceeds from issuance  of common stock               |       |                                         | 115        |                             |       |                                 | —     |                                 |       | —                        |       |       | —     |       | 115        |       |       |
| Change in intercompany  payable                       |       |                                         | 11,583     |                             |       |                                 | (10,403    | )                                    |       | (1,180                        | )          |       | —     |       | —     |       |       |
| Dividends on common stock                             |       |                                         | (1,821     | )                                |       |                                 | —     |                                 |       | —                        |       |       | —     |       | (1,821     | )          |       |
| Net cash (used in)  provided by financing activities  |       |                                         | 9,877      |                             |       |                                 | (10,403    | )                                    |       | 1,703                         |       |       | —     |       | 1,177      |       |       |
| Net change in cash and  cash equivalents              |       |                                         | 7,627      |                             |       |                                 | (220       | )                                    |       | 3,326                         |       |       | —     |       | 10,733     |       |       |
| Effect of foreign  currency translation               |       |                                         | —     |                             |       |                                 | —     |                                 |       | (198                          | )          |       | —     |       | (198       | )          |       |
| Cash and cash  equivalents at the beginning of period |       |                                         | 5,954      |                             |       |                                 | 782        |                                 |       | 1,552                         |       |       | —     |       | 8,288      |       |       |
| Cash and cash  equivalents at the end of period       |       | $                                            | 13,581     |                             |       | $                                    | 562        |                                 |       | $ 4,680                  |       |       | $—    |       | $18,823    |       |       |
|                                                       |            |                                              |            |                                  |            |                                      |            |                                      |            |                               |            |            |            |            |            |            |            |            |            |  |  |

 

**OXFORD INDUSTRIES, INC.**

**UNAUDITED CONDENSED CONSOLIDATINGSTATEMENTS OF CASH FLOWS**

**First Quarter Fiscal 2009**

 
|                                                  |       |                                         |       |                             |       |                                   |       |                                 |       |                          |       |       |       |       |       |       |       |       |       |
|-------------------------------------------------------|------------|----------------------------------------------|------------|----------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|-------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| ** **                                            | ** ** | **Oxford********Industries********(Parent)** | ** ** | **Subsidiary********Guarantors** | ** ** | **Subsidiary********Non-  Guarantors** | ** ** | **Consolidating********Adjustments** | ** ** | **Consolidated********Total** | ** ** |
| Cash Flows From  Operating Activities:                | ** ** | ** **                                   | ** ** | ** **                       | ** ** | ** **                             | ** ** | ** **                           | ** ** | ** **                    | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Net cash (used in)  provided by operating activities  |       | $                                            | (11,894    | )                                |       | $                                      | 12,187     |                                 |       | $                             | 2,241      |       |       | $ (4) |       | $          | 2,530      |       |       |
| Cash Flows from  Investing Activities:                |       |                                         |       |                             |       |                                   |       |                                 |       |                          |       |       |       |       |       |       |       |       |       |
| Net cash used in  investing activities                |       |                                         | (835       | )                                |       |                                   | (2,007     | )                                    |       |                          | (929       | )          |       | —     |       |       | (3,771     | )          |       |
| Cash Flows from  Financing Activities:                |       |                                         |       |                             |       |                                   |       |                                 |       |                          |       |       |       |       |       |       |       |       |       |
| Change in debt                                        |       |                                         | 7,793      |                             |       |                                   | —     |                                 |       |                          | (291       | )          |       | —     |       |       | 7,502      |       |       |
| Proceeds from issuance  of common stock               |       |                                         | 137        |                             |       |                                   | —     |                                 |       |                          | —     |       |       | —     |       |       | 137        |       |       |
| Change in intercompany  payable                       |       |                                         | 6,736      |                             |       |                                   | (8,214     | )                                    |       |                          | 1,474      |       |       | 4          |       |       | —     |       |       |
| Dividends on common  stock                            |       |                                         | (1,430     | )                                |       |                                   | —     |                                 |       |                          | —     |       |       | —     |       |       | (1,430     | )          |       |
| Net cash (used in)  provided by financing activities  |       |                                         | 13,236     |                             |       |                                   | (8,214     | )                                    |       |                          | 1,183      |       |       | 4          |       |       | 6,209      |       |       |
| Net change in cash and  cash equivalents              |       |                                         | 507        |                             |       |                                   | 1,966      |                                 |       |                          | 2,495      |       |       | —     |       |       | 4,968      |       |       |
| Effect of foreign  currency translation               |       |                                         | —     |                             |       |                                   | —     |                                 |       |                          | 128        |       |       | —     |       |       | 128        |       |       |
| Cash and cash  equivalents at the beginning of period |       |                                         | 1,527      |                             |       |                                   | 104        |                                 |       |                          | 1,659      |       |       | —     |       |       | 3,290      |       |       |
| Cash and cash  equivalents at the end of period       |       | $                                            | 2,034      |                             |       | $                                      | 2,070      |                                 |       | $                             | 4,282      |       |       | $—    |       | $          | 8,386      |       |       |

 

12

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**Table of Contents**

 

**ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS**

 

The following discussion and analysis should be read inconjunction with our unaudited condensed consolidated financial statements andthe notes to the unaudited condensed consolidated financial statementscontained in this report and the consolidated financial statements, notes toconsolidated financial statements and Management’s Discussion and Analysis ofFinancial Condition and Results of Operations contained in our AnnualReport on Form 10-K for fiscal 2009.

 

**OVERVIEW**

 

We generate revenues andcash flow primarily through the design, production, sale and distribution ofbranded and private label consumer apparel for men and women and the licensingof company-owned trademarks. Our principal markets and customers are located inthe United States and, to a lesser extent, the United Kingdom. We sourcesubstantially all of our products through third-party manufacturers locatedoutside of the United States and United Kingdom. We distribute the majority ofour products through our wholesale customers, which include chain stores,department stores, specialty stores, specialty catalog retailers, massmerchants and Internet retailers. Our products for certain owned brands arealso sold through our owned and licensed retail stores and e-commerce websites.

 

As a result of the weakglobal economic conditions, fiscal 2009 was a particularly challenging year foreach of our operating groups. While we have seen some signs of recovery, webelieve these challenging economic conditions will continue to persist andimpact each of our operating groups in fiscal 2010. Thus, we have purchased inventoryfor fiscal 2010 at levels which we believe will mitigate inventory markdownrisk and promotional pressure, but also may limit our growth opportunities. Inthe current economic environment, we also believe it is important to continueto focus on maintaining a strong balance sheet and ample liquidity. We believethat the measures we have taken to reduce working capital requirements,moderate capital expenditures for retail stores, reduce our overhead andrefinance our significant debt agreements have significantly enhanced ourbalance sheet and liquidity.

 

The apparel and retailindustry is cyclical and dependent upon the overall level of discretionaryconsumer spending, which changes as regional, domestic and internationaleconomic conditions change. The impact of negative economic conditions may havea longer and more severe impact on the apparel and retail industry than thesame conditions would have on other industries. Therefore, even if conditionsimprove in the general economy, the negative impact on the apparel and retailindustry may continue.

 

The following table setsforth our consolidated operating results (in thousands, except per shareamounts) for the first quarter of fiscal 2010 compared to the first quarter offiscal 2009:

 
| ** **                                               | ** ** | **First Quarter**                         | ** ** | ** **      | ** **                                |
|----------------------------------------------------------|------------|-------------------------------------------|------------|-----------------|-------------------------------------------|
| ** **                                               | ** ** | **Fiscal 2010**                           | ** ** | **Fiscal 2009** | ** **                                | **$ Change** | ** ** |
| Net  sales                                               |       | $217,750                                  |       |            | $216,731                                  |   |   | $1,019 |   |
| Net  earnings                                            |       | $  12,497                       |       |            | $    6,611            |   |   | $5,886 |   |
| Diluted  net earnings per common share                   |       | $      0.76 |       |            | $      0.42 |   |   | $  0.34 |   |
| Weighted  average common shares outstanding—diluted |       | 16,503                                    |       |            | 15,876                                    |   |   |   |   |

 

The primary reasons forthe improvement in net earnings were:

 

·                  Improved gross margins in each operatinggroup in the first quarter of fiscal 2010 primarily due to product mix within eachgroup and the lack of sales related to certain exited businesses in the firstquarter of fiscal 2010.

 

·                  A change in our consolidated net salesmix, with Tommy Bahama sales, which generally have higher gross margins thanour other operating groups, representing a higher proportion of consolidatednet sales during the first quarter of fiscal 2010.

 

·                  Increased royalty income in both TommyBahama and Ben Sherman resulting from increased sales during the first quarterof fiscal 2010 by existing licensees, as well as the addition of new licensees.

 

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These items werepartially offset by increased SG&A primarily due to increased incentivecompensation amounts resulting from the resumption of our incentivecompensation program which was suspended in fiscal 2009 and is tied to ourfinancial performance.

 

**OPERATINGGROUPS**

 

Our business is operatedthrough our four operating groups: Tommy Bahama, Ben Sherman, Lanier Clothesand Oxford Apparel. We identify our operating groups based on the way our managementorganizes the components of our business for purposes of allocating resourcesand assessing performance.

 

Tommy Bahama designs,sources and markets collections of men’s and women’s sportswear and relatedproducts. The target consumers of Tommy Bahama are affluent men and women age35 and older who embrace a relaxed and casual approach to daily living. TommyBahama® products can be found in our owned andlicensed Tommy Bahama retail stores and on our e-commerce website as well as incertain department stores and independent specialty stores throughout theUnited States. We also license the Tommy Bahama name for various productcategories and operate Tommy Bahama restaurants.

 

Ben Sherman is aLondon-based designer, marketer and distributor of branded sportswear andrelated 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 ofapparel targeted at youthful-thinking men age 19 to 35 throughout the world. Weoffer a Ben Sherman men’s sportswear collection as well as tailored clothingand accessories. Our Ben Sherman products can be found in certain departmentstores and a variety of independent specialty stores and in our owned andlicensed Ben Sherman retail stores as well as on our e-commerce websites. Wealso license the Ben Sherman name for various product categories.

 

Lanier Clothes designsand markets branded and private label men’s suits, sportcoats, suit separatesand dress slacks across a wide range of price points. Certain Lanier Clothesproducts are sold using trademarks licensed to us by third parties, includingKenneth Cole®, Dockers®,and Geoffrey Beene®. We also offer branded tailored clothingproducts under our Billy London® and Arnold Brant® trademarks. In addition to our brandedbusinesses, we design and source certain private label tailored clothingproducts. Significant private label brands include Stafford®, Lands’ End® and Alfani®.Our Lanier Clothes products are sold to national chains, department stores,mass merchants, specialty stores, specialty catalog retailers and discountretailers throughout the United States.

 

Oxford Apparel producesbranded and private label dress shirts, suit separates, sport shirts, casualslacks, outerwear, sweaters, jeans, swimwear, westernwear and golf apparel. Wedesign and source certain private label programs for several customers,including programs for Costco, 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 inthe entity that owns the Hathaway® trademark in the United States and severalother countries. Additionally, Oxford Apparel licenses from third parties theright to use certain trademarks including Dockers and United States PoloAssociation® for certain apparel products. Our OxfordApparel 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 areconciling 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 tothe operating groups. LIFO inventory calculations are made on a legal entitybasis which does not correspond to our operating group definitions; therefore, LIFOinventory accounting adjustments are not allocated to operating groups.

 

Forfurther information regarding our operating groups, see Note 4 to our unauditedcondensed consolidated financial statements included in this report and Part I,Item 1, Business inour Annual Report on Form 10-K for fiscal 2009.

 

**RESULTS OF OPERATIONS**

 

**FIRST QUARTER OF FISCAL 2010 COMPAREDTO FIRST QUARTER OF FISCAL 2009**

 

The following table sets forth the specified lineitems in our unaudited condensed consolidated statements of operations both indollars (in thousands) and as a percentage of net sales. The table also setsforth the dollar change and the percentage change of the data as compared tothe same period of the prior year. We have calculated all percentages based onactual data, but percentage columns may not add due to rounding. Individualline items of our 

 

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consolidated statements of operations may not bedirectly comparable to those of our competitors, as classification of certainexpenses may vary by company.

 
| ** **                           | ** ** | **First Quarter**   | ** ** | ** **      | ** ** | ** **               | ** ** |
|--------------------------------------|------------|---------------------|------------|-----------------|------------|--------------------------|------------|
| ** **                           | ** ** | **Fiscal 2010**     | ** ** | **Fiscal 2009** | ** ** | **$ Change**        | ** ** | **% Change** | ** ** |
| Net sales                            |       | $217,750            |       | 100.0%          |       | $216,731                 |       | 100.0% |   | $   1,019 |   | 0.5% |   |
| Cost of goods sold                   |       | 116,168             |       | 53.3%           |       | 126,797                  |       | 58.5% |   | (10,629 | ) | (8.4% | ) |
| Gross profit                         |       | 101,582             |       | 46.7%           |       | 89,934                   |       | 41.5% |   | 11,648 |   | 13.0% |   |
| SG&A                             |       | 83,752              |       | 38.5%           |       | 78,683                   |       | 36.3% |   | 5,069 |   | 6.4% |   |
| Amortization of intangible assets    |       | 250                 |       | 0.1%            |       | 308                      |       | 0.1% |   | (58 | ) | (18.8% | ) |
| Royalties and other operating income |       | 3,841               |       | 1.8%            |       | 2,469                    |       | 1.1% |   | 1,372 |   | 55.6% |   |
| Operating income                     |       | 21,421              |       | 9.8%            |       | 13,412                   |       | 6.2% |   | 8,009 |   | 59.7% |   |
| Interest expense, net                |       | 5,009               |       | 2.3%            |       | 4,565                    |       | 2.1% |   | 444 |   | 9.7% |   |
| Earnings before income taxes         |       | 16,412              |       | 7.5%            |       | 8,847                    |       | 4.1% |   | 7,565 |   | 85.5% |   |
| Income taxes                         |       | 3,915               |       | 1.8%            |       | 2,236                    |       | 1.0% |   | 1,679 |   | 75.1% |   |
| Net earnings                         |       | $  12,497 |       | 5.7%            |       | $   6,611 |       | 3.1% |   | $   5,886 |   | 89.0% |   |

 

The discussion and tables below compare certain lineitems included in our statements of operations for the first quarter of fiscal2010 to the first quarter of fiscal 2009. Each dollar and percentage changeprovided reflects the change between these periods unless indicated otherwise.Each dollar and share amount included in the tables is in thousands except forper share amounts.

 

***Net Sales***

 
| ** **           | ** ** | ** ** | ** ** | ** ** | ** ** | ** **         | ** ** | ** **      | ** **          |
|----------------------|------------|------------|------------|------------|------------|--------------------|------------|-----------------|---------------------|
|                 |       |       |       |       |       | **First  Quarter** | ** ** | ** **      | ** **          | ** ** | ** ** |
|                 |       |       |       |       |       | **Fiscal 2010**    | ** ** | **Fiscal 2009** | ** **          | **$ Change** | ** ** | **% Change** | ** ** |
| Tommy  Bahama        |       |       |       |       |       | $109,105           |       |            | $  98,420 |   |   | $10,685 |   |   | 10.9% |   |
| Ben  Sherman         |       |       |       |       |       | 22,154             |       |            | 24,219              |   |   | (2,065 | ) |   | (8.5% | ) |
| Lanier  Clothes      |       |       |       |       |       | 30,428             |       |            | 31,507              |   |   | (1,079 | ) |   | (3.4% | ) |
| Oxford  Apparel      |       |       |       |       |       | 56,342             |       |            | 63,204              |   |   | (6,862 | ) |   | (10.9% | ) |
| Corporate  and Other |       |       |       |       |       | (279               | )          |            | (619                | ) |   | 340 |   |   | 54.9% |   |
| Total net sales      |       |       |       |       |       | $217,750           |       |            | $216,731            |   |   | $  1,019 |   |   | 0.5% |   |

 

Consolidated net salesincreased $1.0 million, or 0.5%, in the first quarter of fiscal 2010 comparedto the first quarter of fiscal 2009 primarily as a result of the improvedretail environment, resulting in certain customers requesting the shipment ofproduct in the first quarter of fiscal 2010 which we had planned to ship in thesecond quarter of fiscal 2010 and the other changes in each operating groupdiscussed below.

 

*Tommy Bahama:*

 

The increase in net salesfor Tommy Bahama was due to increases in both the direct to consumer and wholesalechannels of distribution as the retail environment improved. Apparel unit salesincreased 19.5% while the average selling price per unit for apparel decreasedby 5.9%. As of May 1, 2010 and May 2, 2009, we operated 84 TommyBahama retail stores.

 

*Ben Sherman**:***

 

The decrease in net sales for Ben Sherman wasprimarily due to an 8.9% reduction in unit sales primarily resulting from ourexit and subsequent licensing of our footwear and kids’ businesses and the exitfrom the women’s operations. The decrease was partially offset by a 5.6%increase in the average exchange rate of the British pound sterling versus theUnited States dollar during the first quarter of fiscal 2010 compared to theaverage exchange rate during the first quarter of fiscal 2009 and higher salesat our own retail stores. The average selling price per unit for Ben Shermanremained relatively flat compared to the first quarter of fiscal 2009.

 

*Lanier Clothes:*

 

The decrease in net sales for Lanier Clothes wasprimarily due to our exit from certain businesses as the first quarter offiscal 2009 included close-out sales associated with these businesses. Thisdecrease in net sales was partially offset by higher sales levels in our ownedand licensed branded businesses primarily resulting from the improved retailenvironment. Unit sales declined 1.4% and the average selling price per unitdecreased 2.0%.

 

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*Oxford Apparel:*

 

The decrease in net sales for Oxford Apparel wasprimarily due to the first quarter of fiscal 2009 including close-out salesrelated to certain businesses that we previously exited, partially offset bythe positive impact of the improved retail environment.  Unit sales declined 11.2% and the averageselling price per unit was relatively flat between the two periods.

 

***Gross Profit***

 
| ** **                                      | ** ** | **First Quarter**                              | ** ** | ** **      | ** **         | ** **        | ** ** |
|-------------------------------------------------|------------|------------------------------------------------|------------|-----------------|--------------------|-------------------|------------|
| ** **                                      | ** ** | **Fiscal 2010**                                | ** ** | **Fiscal 2009** | ** **         | **$ Change** | ** ** | **% Change** | ** ** |
| Gross profit                                    |       | $101,582                                       |       |            | $89,934            |              |       | $11,648 |   |   | 13.0% |   |
| Gross margin (gross profit as a % of net sales) |       | 46.7                                           | %          |            | 41.5               | %                 |       |   |   |   |   |   |
| LIFO  charges included in cost of goods sold    |       | $       651 |       |            | $  1,448 |              |       |   |   |   |   |   |

 

The increase in gross profit was primarily due toimproved gross margins in each operating group resulting from changes inproduct mix in each operating group and the increase in Tommy Bahama’s netsales, which generally have higher gross margins than our other operatinggroups, both in total and as a proportion of consolidated net sales.  Gross margins increased to 46.7% of net salesduring the first quarter of fiscal 2010 from 41.5% in the first quarter offiscal 2009. Gross profit included charges for LIFO accounting of $0.7 millionin the first quarter of fiscal 2010 and $1.4 million in the first quarter offiscal 2009. We anticipate that consolidated gross margins in fiscal 2010 willcontinue to increase compared to the prior year as our consolidated sales mixis more heavily weighted towards Tommy Bahama, however, this change will bepartially offset by increases in cotton prices, wages in Asia and oceanshipping costs. Our gross profit may not be directly comparable to those of ourcompetitors, as statement of operations classification of certain expenses mayvary by company.

 

***SG&A***

 
|                         |   | **First Quarter** |   |            |    |              |   |
|------------------------------|--------|-------------------|--------|-----------------|---------|-------------------|--------|
|                         |   | **Fiscal 2010**   |   | **Fiscal 2009** |    | **$ Change** |   | **% Change** |   |
| SG&A                     |   | $83,752           |   |            | $78,683 |              |   | $5,069 |   |   | 6.4% |   |
| SG&A (as % of net sales) |   | 38.5              | %      |            | 36.3    | %                 |   |   |   |   |   |   |

 

The increase in SG&A was primarily due to costsassociated with the resumption of our incentive compensation program which wassuspended in fiscal 2009 and is tied to our financial performance.  The increase was also due to severancerelated costs.

 

***Royalties and other operatingincome***

 
|                                 |   | **First  Quarter** |   |            |   |              |   |
|--------------------------------------|--------|--------------------|--------|-----------------|--------|-------------------|--------|
|                                 |   | **Fiscal 2010**    |   | **Fiscal 2009** |   | **$ Change** |   | **% Change** | ** ** |
| Royalties and other operating income |   | $3,841             |   | $2,469          |   | $1,372            |   | 55.6% |   |

 

The increase in royalties and other operating incomewere primarily due to increased royalty income in both Tommy Bahama and BenSherman as sales reported by certain licensees increased and new licensees wereadded.

 

***Operating income (loss)***

 
| ** **                                             | ** ** | **First Quarter**                        | ** ** | ** **      | ** **         | ** **        | ** ** |
|--------------------------------------------------------|------------|------------------------------------------|------------|-----------------|--------------------|-------------------|------------|
| ** **                                             | ** ** | **Fiscal 2010**                          | ** ** | **Fiscal 2009** | ** **         | **$ Change** | ** ** | **% Change** | ** ** |
| Tommy  Bahama                                          |       | $17,861                                  |       |            | $12,250            |              |       | $ 5,611 |   |   | 45.8% |   |
| Ben  Sherman                                           |       | 522                                      |       |            | (1,976             | )                 |       | 2,498 |   |   | 126.4% |   |
| Lanier  Clothes                                        |       | 4,359                                    |       |            | 2,737              |              |       | 1,622 |   |   | 59.3% |   |
| Oxford  Apparel                                        |       | 5,971                                    |       |            | 5,193              |              |       | 778 |   |   | 15.0% |   |
| Corporate  and Other                                   |       | (7,292                                   | )          |            | (4,792             | )                 |       | (2,500 | ) |   | (52.2% | ) |
| Total operating income (loss)                          |       | $ 21,421                            |       |            | $13,412            |              |       | $ 8,009 |   |   | 59.7% |   |
| Total LIFO charges included in total operating  income |       | $      651 |       |            | $  1,448 |              |       |   |   |   |   |   |

 

Operating income, on aconsolidated basis, increasedto $21.4 million in the first quarter of fiscal 2010 from $13.4 million in thefirst quarter of fiscal 2009. The $8.0 million increase in operating income wasprimarily due to the increased net sales, improved gross margins resulting fromchanges in sales mix and higher royalty income, which was partially offset byincreased SG&A, each as described above. Operating income included chargesfor LIFO accounting 

 

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of $0.7 million in the first quarter of fiscal 2010and $1.4 million in the first quarter of fiscal 2009. Changes in operating incomeby operating group are discussed below.

 

*Tommy Bahama:*

 
| ** **                         | ** ** | **First  Quarter**  | ** ** | ** **      | ** ** | ** **        | ** ** |
|------------------------------------|------------|---------------------|------------|-----------------|------------|-------------------|------------|
| ** **                         | ** ** | **Fiscal 2010**     | ** ** | **Fiscal 2009** | ** ** | **$ Change** | ** ** | **% Change** | ** ** |
| Net sales                          | ** ** | $109,105            |       | ** **      | $98,420    |              | ** ** | $10,685 | ** ** | ** ** | 10.9% | ** ** |
| Operating income                   | ** ** | $  17,861 |       | ** **      | $12,250    |              | ** ** | $  5,611 | ** ** | ** ** | 45.8% | ** ** |
| Operating income as % of net sales | ** ** | 16.4                | %          | ** **      | 12.4       | %                 | ** ** |   | ** ** | ** ** |   | ** ** |

 

The increase in operating income for Tommy Bahama wasprimarily due to the increased net sales, improved gross margins due to salesmix and higher royalty income, partially offset by increased SG&A.

 

*Ben Sherman:*

 
|                                      | ** ** | **First Quarter**                  | ** ** | ** **      | ** **    | ** **        |       |
|-------------------------------------------|------------|------------------------------------|------------|-----------------|---------------|-------------------|------------|
|                                      | ** ** | **Fiscal 2010**                    | ** ** | **Fiscal 2009** | ** **    | **$ Change** | ** ** | **% Change** |   |
| Net sales                                 | ** ** | $22,154                            |       | ** **      | $24,219       |              | ** ** | $(2,065 | ) | ** ** | (8.5% | ) |
| Operating income (loss)                   | ** ** | $     522 |       | ** **      | $ (1,976 | )                 | ** ** | $ 2,498 |   | ** ** | 126.4% |   |
| Operating income (loss) as % of net sales | ** ** | 2.4                                | %          | ** **      | (8.2          | %)                | ** ** |   | ** ** | ** ** |   | ** ** |

 

The increase in operating income for Ben Sherman wasprimarily due to increased gross margins and reduced SG&A, both of whichwere a result of our exit from and subsequent licensing of the footwear andkids’ business and our exit from the women’s operations, and increased royaltyincome.

 

*Lanier Clothes:*

 
|                               | ** ** | **First  Quarter** | ** ** | ** **      | ** **         | ** **        |       |
|------------------------------------|------------|--------------------|------------|-----------------|--------------------|-------------------|------------|
|                               | ** ** | **Fiscal 2010**    | ** ** | **Fiscal 2009** | ** **         | **$ Change** | ** ** | **% Change** |   |
| Net sales                          |       | $30,428            |       | ** **      | $31,507            |              | ** ** | $(1,079 | ) | ** ** | (3.4% | ) |
| Operating income                   |       | $  4,359 |       | ** **      | $  2,737 |              | ** ** | $ 1,622 |   | ** ** | 59.3% |   |
| Operating income as % of net sales |       | 14.3               | %          | ** **      | 8.7                | %                 | ** ** |   | ** ** | ** ** |   | ** ** |

 

The increase in operating income for Lanier Clotheswas primarily due to improved gross margins due to (1) sales mix withbranded sales representing a greater proportion of Lanier Clothes’ sales, (2) improvedproduct cost and (3) close-out sales associated with exited businessesincluded in the prior year. The improved gross margins were partially offset byincreased SG&A resulting from higher incentive compensation.

 

*Oxford Apparel:*

 
|                               | ** ** | **First  Quarter** | ** ** | ** **      | ** **         | ** **        |       |
|------------------------------------|------------|--------------------|------------|-----------------|--------------------|-------------------|------------|
|                               | ** ** | **Fiscal 2010**    | ** ** | **Fiscal 2009** | ** **         | **$ Change** | ** ** | **% Change** |   |
| Net sales                          |       | $56,342            |       | ** **      | $63,204            |              | ** ** | $(6,862 | ) | ** ** | (10.9% | ) |
| Operating income                   |       | $  5,971 |       | ** **      | $  5,193 |              | ** ** | $    778 |   | ** ** | 15.0% |   |
| Operating income as % of net sales |       | 10.6               | %          | ** **      | 8.2                | %                 | ** ** |   | ** ** | ** ** |   | ** ** |

 

The increase in operating income was primarily due todecreased SG&A and improved gross margins due to the prior year includingcertain close-out sales associated with exited businesses.

 

*Corporate and Other:*

 
|                                              | ** ** | **First  Quarter**           | ** ** | ** **      | ** **   |              |
|---------------------------------------------------|------------|------------------------------|------------|-----------------|--------------|-------------------|
|                                              | ** ** | **Fiscal 2010**              | ** ** | **Fiscal 2009** | ** **   | **$ Change** | ** ** | **% Change** |   |
| Operating income (loss)                           |       | $(7,292                      | )          | ** **      | $(4,792      | )                 | ** ** | $(2,500 | ) | ** ** | (52.2% | ) |
| LIFO  charges included in operating income (loss) |       | $    651 |       | ** **      | $ 1,448 |              | ** ** |   |   | ** ** |   |   |

 

The Corporate and Other operating loss increased $2.5million from a loss of $4.8 million in the first quarter of fiscal 2009 to aloss of $7.3 million in the first quarter of fiscal 2010. The increase in theoperating loss was primarily due to higher incentive compensation and severancecosts. Operating loss included LIFO accounting charges of $0.7 million in thefirst quarter of fiscal 2010 and $1.4 million in the first quarter of fiscal2009.

 

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***Interest expense, net***

 
| ** **            | ** ** | **First Quarter** | ** ** | ** **       | ** ** | ** **        | ** ** |
|-----------------------|------------|-------------------|------------|------------------|------------|-------------------|------------|
| ** **            | ** ** | **Fiscal  2010**  | ** ** | **Fiscal  2009** | ** ** | **$ Change** | ** ** | **% Change** | ** ** |
| Interest expense, net |       | $5,009            |       | $4,565           |       | $444              |       | 9.7% |   |

 

The increase in interest expense was primarily due tothe higher interest rate associated with our 113/8% Senior Secured Notes due 2015, which we issued inthe second quarter of fiscal 2009. This higher interest rate was partiallyoffset by a lower level of borrowings resulting from our use of positiveoperating cash flows to reduce our debt levels.

 

***Income taxes***

 
| ** **         | ** ** | **First Quarter** | ** ** | ** **       | ** ** | ** **        | ** ** |
|--------------------|------------|-------------------|------------|------------------|------------|-------------------|------------|
| ** **         | ** ** | **Fiscal  2010**  | ** ** | **Fiscal  2009** | ** ** | **$ Change** | ** ** | **% Change** | ** ** |
| Income taxes       |       | $3,915            |       | $2,236           |       | $1,679            |       | 75.1% |   |
| Effective tax rate |       | 23.9%             |       | 25.3%            |       |              |       |   |   |

 

The rates for bothperiods reflect the favorable impact of permanent differences which do notnecessarily fluctuate with earnings as well as the impact of certain discreteitems, including the decrease in certain income tax contingency reserves uponthe expiration of the corresponding statute of limitations.

 

***Net earnings***

 
| ** **                                         | ** ** | **First Quarter**             | ** ** | ** **                    | ** ** | ** **        | ** ** |
|----------------------------------------------------|------------|-------------------------------|------------|-------------------------------|------------|-------------------|------------|
| ** **                                         | ** ** | **Fiscal  2010**              | ** ** | **Fiscal  2009**              | ** ** | **Change**        | ** ** | **% Change** | ** ** |
| Net earnings                                       |       | $12,497                       |       | $  6,611            |       | $5,886            |       | 89.0% |   |
| Diluted net earnings per common share              |       | $    0.76 |       | $    0.42 |       | $  0.34 |       | 81.0% |   |
| Weighted average common shares outstanding-diluted |       | 16,503                        |       | 15,876                        |       | 627               |       | 3.9% |   |

 

The increase in diluted net earnings per common sharewas primarily due to (1) the improved gross margins in each operatinggroup, (2) the change in sales mix with a greater proportion of net salesbeing sales of Tommy Bahama products and (3) higher royalty income, whichwere partially offset by higher SG&A, primarily due to higher incentivecompensation costs resulting from the improved operating results in each group.

 

**FINANCIAL CONDITION, LIQUIDITYAND CAPITAL RESOURCES**

 

Ourprimary source of revenue and cash flow is our operating activities in theUnited States and, to a lesser extent, the United Kingdom. When cash inflowsare less than cash outflows, we also have access to amounts under our U.S.Revolving Credit Agreement and U.K. Revolving Credit Agreement (each asdescribed below), subject to their terms, each of which is described below. Wemay seek to finance future capital investment programs through various methods,including, but not limited to, cash flow from operations, borrowings under ourcurrent or additional credit facilities and sales of debt or equity securities.

 

Ourliquidity 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, periodicinterest payments related to our financing arrangements and repayment of ourindebtedness. Some of our product purchases are facilitated by trade letters ofcredit which are drawn against our lines of credit at the time of shipment ofthe products and reduce the amounts available under our lines of credit andborrowing capacity under our credit facilities when issued.

 

***Key Liquidity Measures***

 
| ($ in thousands)  | ** ** | **May 1, 2010** | ** ** | **January 30, 2010** | ** **          | **May 2, 2009** | ** ** | **January 31, 2009** | ** ** |
|-----------------------------|------------|---------------------------|------------|--------------------------------|---------------------|---------------------------|------------|--------------------------------|------------|
| Current assets              |       | $197,306                  |       |                           | $184,303            |                      |       | $217,548                       |       |   | $222,477 |   |   |
| Current liabilities         |       | 95,943                    |       |                           | 95,862              |                      |       | 108,485                        |       |   | 106,833 |   |   |
| Working capital             |       | $101,363                  |       |                           | $  88,441 |                      |       | $109,063                       |       |   | $115,644 |   |   |
| Working capital ratio       |       | 2.06                      |       |                           | 1.92                |                      |       | 2.01                           |       |   | 2.08 |   |   |
| Debt to total capital ratio |       | 57                        | %          |                           | 58                  | %                         |       | 69                             | %          |   | 70 | % |   |

 

Ourworking capital ratio is calculated by dividing total current assets by totalcurrent liabilities, both of which declined from May 2, 2009 to May 1,2010, as described below. For the ratio of debt to total capital, debt isdefined as short-term and long-term debt, and total capital is defined as debtplus shareholders’ equity. The change in the debt to 

 

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totalcapital ratio from May 2, 2009 to May 1, 2010 was primarily a resultof the significant reduction in debt since May 2, 2009 due to cash flowsfrom operations, as well as increased shareholders’ equity due to our netearnings subsequent to May 2, 2009. Our debt levels and ratio of debt tototal capital in future periods may not be comparable to historical amounts aswe continue to assess and may periodically make changes to our capitalstructure. Changes in our capital structure, if any, will depend on prevailingmarket conditions, our liquidity requirements, contractual restrictions andother factors.

 

***BalanceSheet***

 

Thefollowing tables set forth certain information included in our consolidatedbalance sheets (in thousands). Below each table are explanations for anysignificant changes in the balances from May 2, 2009 to May 1, 2010.

 

*CurrentAssets:*

 
| ** **                | ** ** | **May 1, 2010** | ** ** | **January 30, 2010**      | ** ** | **May 2, 2009**           | ** ** | **January 31, 2009**      | ** ** |
|---------------------------|------------|----------------------|------------|--------------------------------|------------|--------------------------------|------------|--------------------------------|------------|
| Cash and cash equivalents |       | $  18,823  |       | $    8,288 |       | $    8,386 |       | $    3,290 |       |
| Receivables, net          |       | 94,481               |       | 74,398                         |       | 93,795                         |       | 78,567                         |       |
| Inventories, net          |       | 56,319               |       | 77,029                         |       | 93,875                         |       | 119,616                        |       |
| Prepaid expenses          |       | 12,286               |       | 10,713                         |       | 11,629                         |       | 10,845                         |       |
| Deferred tax assets       |       | 15,397               |       | 13,875                         |       | 9,863                          |       | 10,159                         |       |
| Total current assets      |       | $197,306             |       | $184,303                       |       | $217,548                       |       | $222,477                       |       |

 

Cashand cash equivalents increased at May 1, 2010 primarily due to ourpositive cash flows from operating activities subsequent to May 2, 2009.Inventory levels for each operating group have decreased significantly as (1) weemphasized increasing inventory turns, (2) focused on mitigating inventorymarkdown risk and promotional pressure, (3) exited certain lines of businessand (4) certain sales that were originally expected for the second quarterof fiscal 2010 were shipped during the first quarter of fiscal 2010 at therequest of wholesale customers. The increase in deferred tax assets wasprimarily related to the tax impact associated with inventory levels.

 

*Non-currentAssets:*

 
| ** **                         | ** ** | **May 1, 2010** | ** ** | **January 30, 2010** | ** ** | **May 2, 2009** | ** ** | **January 31, 2009** | ** ** |
|------------------------------------|------------|----------------------|------------|---------------------------|------------|----------------------|------------|---------------------------|------------|
| Property, plant and equipment, net |       | $  76,474  |       | $  79,540       |       | $  88,311  |       | $  89,026       |       |
| Intangible assets, net             |       | 136,033              |       | 137,490                   |       | 136,454              |       | 135,999                   |       |
| Other non-current assets, net      |       | 23,821               |       | 23,841                    |       | 19,970               |       | 20,180                    |       |
| Total non-current assets, net      |       | $236,328             |       | $240,871                  |       | $244,735             |       | $245,205                  |       |

 

Thedecrease in property, plant and equipment, net was primarily due todepreciation expense exceeding capital expenditures during the twelve monthspreceding May 1, 2010, as we reduced our investments in new retail storesduring the challenging economic environment. The increase in other non-currentassets, net was primarily due to the payment of certain deferred financingcosts associated with the offering of our 113/8% Senior Secured Notes in June 2009 and theincrease in deferred compensation plan asset values.

 

*Liabilities:*

 
| ** **                             | ** ** | **May 1, 2010** | ** ** | **January 30, 2010** | ** ** | **May 2, 2009** | ** ** | **January 31, 2009** | ** ** |
|----------------------------------------|------------|----------------------|------------|---------------------------|------------|----------------------|------------|---------------------------|------------|
| Current liabilities                    |       | $  95,943  |       | $  95,862       |       | $108,485             |       | $106,833                  |       |
| Long-term debt less current maturities |       | 146,572              |       | 146,408                   |       | 181,501              |       | 194,187                   |       |
| Other non-current liabilities          |       | 48,401               |       | 50,066                    |       | 46,304               |       | 47,244                    |       |
| Non-current deferred income taxes      |       | 28,192               |       | 28,421                    |       | 31,423               |       | 32,111                    |       |
| Total liabilities                      |       | $319,108             |       | $320,757                  |       | $367,713             |       | $380,375                  |       |

 

Thedecrease in current liabilities was primarily due to the reduction in thecurrent maturities of long-term debt from the prior year. This decrease waspartially offset by an increase in accrued compensation and income tax payableas of May 1, 2010. The decrease in long-term debt less current maturitiesand current maturities of long-term debt are primarily due to cash flow fromoperating activities for the twelve months preceeding May 1, 2010. Thecash flow from operating activities was a result of net earnings and improvedworking capital positions. The increase in other non-current liabilities wasprimarily due to the increase in deferred compensation plan liabilities. Thechange in non-current deferred income taxes primarily resulted from (1) changesin book/tax differences for depreciation and deferred compensation, (2) changesin tax accrued on undistributed foreign earnings and (3) the indirectfederal benefit of 

 

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certainreserves for uncertain tax positions and adjustments to reflect changes in theeffective tax rate at which certain deferred items are expected to be realized,which are partially offset by changes in foreign currency rates.

 

***Statement of Cash Flows***

 

Thefollowing table sets forth the net cash flows resulting in the change in our incash and cash equivalents (in thousands):

 
| ** **                                | ** ** | **First Quarter** | ** ** |
|-------------------------------------------|------------|-------------------|------------|
| ** **                                | ** ** | **Fiscal 2010**   | ** ** | **Fiscal 2009** | ** ** |
| Net cash provided by operating activities |       | $11,117      |       | $ 2,530  |   |
| Net cash used in investing activities     |       | (1,561)           |       | (3,771) |   |
| Net cash provided by financing activities |       | 1,177        |       | 6,209  |   |
| Net change in cash and cash equivalents   |       | $10,733      |       | $ 4,968  |   |

 

*Operating Activities:*

 

Theoperating cash flows for the first quarter of fiscal 2010 and the first quarterof fiscal 2009 were primarily the result of net earnings for the relevantperiod, adjusted for non-cash activities such as depreciation, amortization andstock compensation expense as well as changes in our working capital accounts.In both fiscal 2010 and fiscal 2009, the significant changes in working capitalwere (1) decreased inventories, (2) decreased current liabilities and(3) increased accounts receivable. These changes reflect our emphasis onreducing our working capital investment during the challenging economicconditions.

 

*Investing Activities:*

 

Duringthe first quarter of fiscal 2010 and fiscal 2009, investing activities used$1.6 million and $3.8 million, respectively, of cash. In each of theapplicable periods, these investing activities primarily consisted of capitalexpenditures related to new retail stores and costs associated with investmentin certain technology initiatives, including the continuing implementation ofour new integrated financial systems.

 

*Financing Activities:*

 

Duringthe first quarter of fiscal 2010 and fiscal 2009, financing activities provided$1.2 million and $6.2 million, respectively, of cash. In each of theapplicable periods, these financing activities resulted primarily fromborrowings under our revolving credit facilities, partially offset by thepayment of dividends in each period.

 

***Liquidity and Capital Resources***

 

The table below providesa description of our significant financing arrangements and the amountsoutstanding under these financing arrangements (in thousands) as of May 1,2010:

 
| $175 million U.S. Secured Revolving Credit  Facility (“U.S. Revolving Credit Agreement”), which is limited to a borrowing  base consisting of specified percentages of eligible categories of assets,  accrues interest, unused line fees and letter of credit fees based upon a  pricing grid which is tied to average unused availability, requires interest payments  monthly with principal due at maturity (August 2013) and is secured by a  first priority security interest in the accounts receivable (other than  royalty payments in respect of trademark licenses), inventory, investment  property (including the equity interests of certain subsidiaries), general  intangibles (other than trademarks, trade names and related rights), deposit  accounts, intercompany obligations, equipment, goods, documents, contracts,  books and records and other personal property of Oxford Industries, Inc.  and substantially all of its domestic subsidiaries and a second priority  interest in those assets in which the holders of the 113/8% Senior  Secured Notes have a first priority interest |   | $       | —  |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|---------|---------|--------|
| £10 million Senior Secured Revolving Credit  Facility (“U.K. Revolving Credit Agreement”), which accrues interest at the  bank’s base rate plus 3.5% (4.0% as of May 1, 2010), requires interest  payments monthly with principal payable on demand and is collateralized by  substantially all of the United Kingdom assets of Ben Sherman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | 2,856   |    |
| 11.375% Senior Secured Notes (“113/8% Senior  Secured Notes”), which accrue interest at an annual rate of 11.375%  (effective interest rate of 12%) and require interest payments semi-annually  in January and July of each year, require payment of principal at  maturity (July 2015), are subject to certain prepayment penalties, are  secured by a first priority interest in all U.S. registered trademarks and  certain related rights and certain future acquired real property owned in fee  simple of Oxford Industries, Inc. and substantially all of its  consolidated domestic subsidiaries and a second priority interest in those  assets in which the lenders under the U.S. Revolving Credit Agreement have a  first priority interest, and are guaranteed by certain of our domestic  subsidiaries                                                                                                                                                                                                                                                                                         |   | 150,000 |    |
| Unamortized discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   | (3,428  | )       |
| Total debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | $       | 149,428 |   |
| Short-term debt and current maturities of long-term  debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   | (2,856  | )       |
| Long-term debt, less current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   | $       | 146,572 |   |

 

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Ourcredit facilities are used to finance trade letters of credit, as well toprovide funding for other operating activities, capital expenditures andacquisitions. As of May 1, 2010, approximately $17.0 million of tradeletters of credit and other limitations on availability in the aggregate wereoutstanding against the U.S. Revolving Credit Agreement and the U.K. RevolvingCredit Agreement. On May 1, 2010, we had approximately $138.8 millionand $10.5 million in unused availability under the U.S. Revolving CreditAgreement and the U.K. Revolving Credit Agreement, respectively, subject to therespective limitations on borrowings set forth in the U.S. Revolving CreditAgreement, U.K. Revolving Credit Agreement and the indenture for the 113/8% SeniorSecured Notes.

 

*Covenants, Other Restrictions andPrepayment Penalties:*

 

Our credit facilities and113/8%Senior Secured Notes are subject to a number of affirmative covenants, negativecovenants, financial covenants and other restrictions as discussed in Part II,Item 7. Management’s Discussion and Analysis of Financial Condition and Resultsof Operations and Note 5 in our consolidated financial statements, bothincluded in our Annual Report on Form 10-K for fiscal 2009. We believe theaffirmative covenants, negative covenants, financial covenants and otherrestrictions are customary for those included in similar facilities and notesentered into at the time we entered into our agreements. As of May 1,2010, we were compliant with all covenants related to our credit facilities and113/8%Senior Secured Notes. If we were to redeem any of our 113/8% SeniorSecured Notes prior to July 15, 2014 pursuant to the indenture governingthe notes, we would be required to pay certain premiums above the principalamount, which are also discussed in Part II, Item 7. Management’sDiscussion and Analysis of Financial Condition and Results of Operations andNote 5 in our consolidated financial statements, both included in our AnnualReport on Form 10-K for fiscal 2009.

 

*Other Liquidity Items:*

 

We anticipate that we will be able to satisfy ourongoing cash requirements, which generally consist of working capital needs,capital expenditures and interest payments on our debt during fiscal 2010,primarily from positive cash flow from operations supplemented by borrowingsunder our lines of credit, if necessary. Our need for working capital istypically seasonal with the greatest requirements generally existing in thefall and spring of each year. Our capital needs will depend on many factorsincluding our growth rate, the need to finance inventory levels and the successof our various products. At maturity of the U.S. Revolving Credit Agreement andthe 113/8%Senior Secured Notes or if the U.K. Revolving Credit Agreement was required tobe paid, we anticipate that we will be able to refinance the facilities anddebt with terms available in the market at that time, which may or may not beas favorable as the terms of the current agreements.

 

Ourcontractual obligations as of May 1, 2010 have not changed significantlyfrom the contractual obligations outstanding at January 30, 2010 otherthan changes in the amounts outstanding under our U.K. Revolving CreditAgreement and pursuant to letters of credit (each as discussed above).

 

Our anticipated capital expenditures for fiscal 2010,including $1.6 million incurred during the first quarter of fiscal 2010, areexpected to be approximately $15 million. These expenditures are expected toconsist primarily of additional retail stores and costs associated withinvestment in certain technology initiatives, including the continuingimplementation of new integrated financial systems.

 

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***Off Balance Sheet Arrangements***

 

Wehave not entered into agreements which meet the SEC’s definition of an off balancesheet financing arrangement, other than operating leases, and have made nofinancial commitments to or guarantees with respect to any unconsolidatedsubsidiaries or special purpose entities.

 

**CRITICAL ACCOUNTING POLICIES AND ESTIMATES**

 

Thediscussion and analysis of our financial condition and results of operationsare based upon our unaudited condensed consolidated financial statements, whichhave been prepared in accordance with U.S. GAAP. The preparation of thesefinancial statements requires us to make estimates and judgments that affectthe reported amounts of assets, liabilities, revenues and expenses and relateddisclosures of contingent assets and liabilities. On an ongoing basis, weevaluate our estimates, including those related to bad debts, inventories,intangible assets, income taxes, stock compensation expense, contingencies andlitigation and certain other accrued expenses. We base our estimates onhistorical experience and on various other assumptions that are believed to bereasonable under the circumstances, the results of which form the basis formaking judgments about the carrying values of assets and liabilities that arenot readily apparent from other sources. Actual results may differ from theseestimates under different assumptions or conditions. Our critical accountingpolicies and estimates are discussed in Part II, Item 7, Management’sDiscussion and Analysis of Financial Condition and Results of Operations in ourAnnual Report on Form 10-K for fiscal 2009. There have not been anysignificant changes to the application of our critical accounting policies andestimates during the first quarter of fiscal 2010.

 

A detailed summary of significant accounting policiesis included in Note 1 to our consolidated financial statements containedin our Annual Report on Form 10-K for fiscal 2009.

 

**SEASONALITY**

 

Althoughour various product lines are sold on a year-round basis, the demand forspecific products or styles may be seasonal. For example, the demand for TommyBahama in our principal markets is higher in the spring season. Generally, ourwholesale products are sold prior to each of the retail selling seasons,including spring, summer, fall and holiday. As the timing of product shipmentsand other events affecting the retail business may vary, we do not believe thatresults for any particular quarter are necessarily indicative of results forthe full fiscal year. The following table presents the percentage of net salesand operating income by quarter (unaudited) for fiscal 2009.

 
| ** **       | ** ** | **First  Quarter** | ** ** | **Second  Quarter** | ** ** | **Third  Quarter** | ** ** | **Fourth  Quarter** | ** ** |
|------------------|------------|--------------------|------------|---------------------|------------|--------------------|------------|---------------------|------------|
| Net sales        |       | 27%                |       | 24%                 |       | 25%                |       | 24%                 |       |
| Operating income |       | 33%                |       | 15%                 |       | 27%                |       | 25%                 |       |

 

**ITEM 3. QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK**

 

We are exposed to certaininterest rate, foreign currency, commodity and inflation risks as discussed in Part II,Item 7A, Quantitative and Qualitative Disclosures About Market Risk in ourAnnual Report on Form 10-K for fiscal 2009. There have not been anysignificant changes in our exposure to these risks during the first quarter offiscal 2010.

 

##### **ITEM 4. CONTROLS AND PROCEDURES**

 

Our Principal ExecutiveOfficer and Principal Financial Officer have evaluated the effectiveness of thedesign and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and15d-15(e) under the Securities Exchange Act) as of the end of the periodcovered by this report. Based upon that evaluation, our Principal ExecutiveOfficer and Principal Financial Officer concluded that, as of the end of theperiod covered by this report, our disclosure controls and procedures wereeffective in ensuring that information required to be disclosed by us in ourSecurities Exchange Act reports is recorded, processed, summarized and reportedwithin the time periods specified in the SEC’s rules and forms, and thatsuch information is accumulated and communicated to our management, includingour Principal Executive Officer and Principal Financial Officer, asappropriate, to allow timely decisions regarding required disclosure.

 

There have not been anychanges in our internal control over financial reporting (as such term isdefined in Rule 13a-15(f) and 15d-15(f) under the SecuritiesExchange Act) that occurred during the first quarter of fiscal 2010 that havematerially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

 

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**PART II. OTHER INFORMATION**

 

**ITEM 1.  LEGAL PROCEEDINGS**

 

In the ordinary course of business, we may becomesubject to litigation or claims. We are not currently a party to any litigationor regulatory action that we believe could reasonably be expected to have amaterial adverse effect on our financial position, results of operations orcash flows.

 

**ITEM 1A.  RISK FACTORS**

 

We believe that an investor should carefully considerthe factors discussed in Part I, Item 1A. Risk Factors in our AnnualReport on Form 10-K for fiscal 2009, which are not the only risks facingour company. We do not believe there have been any material changes to the riskfactors described in our Annual Report on Form 10-K for fiscal 2009. Ifany of the risks described in such Annual Report, or other risks oruncertainties not currently known to us or that we currently deem to beimmaterial, actually occur, our business, financial condition or operatingresults could suffer.

 

**ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES ANDUSE OF PROCEEDS**

 

(a)          During the first quarter of fiscal 2010, we did notmake any unregistered sales of our equity securities.

 

(c)          We have certain stock incentive plans as described inNote 7 to our consolidated financial statements included in our AnnualReport on Form 10-K for fiscal 2009, all of which are publicly announcedplans. Under the plans, we can repurchase shares from employees to coveremployee tax liabilities related to the exercise of stock options or thevesting of previously restricted shares. During the first quarter of fiscal 2010, we repurchased the followingshares pursuant to these plans:

 
| **Fiscal  Month**                   | ** ** | ** ** | **Total  Number  of Shares  Purchased** | ** ** | **Average  Price  Paid per  Share** | ** ** | **Total  Number of  Shares  Purchased as  Part of Publicly  Announced  Plans  or Programs** | ** ** | **Maximum  Number of  Shares  That May Yet be  Purchased  Under  the Plans or  Programs** | ** ** |
|-------------------------------------|------------|------------|-----------------------------------------|------------|-------------------------------------|------------|--------------------------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|
| February (01/31/10 - 02/27/10) |       | —     |                                    | —     |                                | —     |                                                                                             | —     |                                                                                           |
| March (02/28/10 - 4/3/10)      |       | —     |                                    | —     |                                | —     |                                                                                             | —     |                                                                                           |
| April (4/4/10 - 5/1/10)        |       | 18,903     |                                    | $21.25     |                                | —     |                                                                                             | —     |                                                                                           |
| Total                               |       | 18,903     |                                    | $21.25     |                                | —     |                                                                                             | —     |                                                                                           |

 

On September 8, 2008, our Board of Directorsauthorized the repurchase by us of up to 0.5 million shares of our commonstock. As of May 1, 2010, no shares had been repurchased pursuant to thisauthorization, which has no automatic expiration.

 

**ITEM 3.  DEFAULTS UPON SENIOR SECURITIES**

 

None

 

**ITEM 4. RESERVED**

 

None

 

**ITEM 5.  OTHER INFORMATION**

 

None

 

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**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.*                                                                                                            |

 

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*                               Filed herewith.

 

## **SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned hereunto duly authorized.

 
| June 9,  2010 | **OXFORD INDUSTRIES, INC.**                                    |   |
|--------------------|----------------------------------------------------------------|--------|
|               | (Registrant)                                                   |   |
|               |                                                           |   |
|               | /s/ K. Scott Grassmyer                                         |   |
|               | K. Scott Grassmyer                                             |   |
|               | Senior Vice President, Chief Financial Officer and  Controller |   |
|               | (Authorized Signatory)                                         |   |

 

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