##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended OCTOBER 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File Number: 1-4365
 OXFORD INDUSTRIES, INC.
  Georgia
    
    58-0831862(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 222 Piedmont Avenue, N.E., Atlanta, Georgia 30308
 (Address of principal executive offices)     (Zip Code)
 (404) 659-2424
 (Registrants telephone number, including area code)
 Not Applicable
 (Former name, former address and former fiscal year, if changed since last report)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
  Number of shares outstandingTitle of each class
    
    as of December 4, 2009Common Stock, $1 par value
    
    16,517,053




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##### 



PagePART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Statements of Operations (Unaudited)
    
    4Condensed Consolidated Balance Sheets (Unaudited)
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    6Notes to Unaudited Condensed Consolidated Financial Statements
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    32Item 4. Controls and Procedures
    
    33PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    33Item 1A. Risk Factors
    
    33Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    33Item 3. Defaults Upon Senior Securities
    
    33Item 4. Submission of Matters to a Vote of Security Holders
    
    34Item 5. Other Information
    
    34Item 6. Exhibits
    
    34Signatures
    
    34EX-31.1EX-31.2EX-32
  2




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CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
   DEFINITIONS
        Fiscal 2010
    
    52 weeks ending January 29, 2011Fiscal 2009
    
    52 weeks ending January 30, 2010Fiscal 2008
    
    52 weeks ended January 31, 2009First nine months of fiscal 2009
    
    39 weeks ended October 31, 2009First nine months of fiscal 2008
    
    39 weeks ended November 1, 2008Fourth quarter fiscal 2009
    
    13 weeks ending January 30, 2010Third quarter fiscal 2009
    
    13 weeks ended October 31, 2009Second quarter fiscal 2009
    
    13 weeks ended August 1, 2009First quarter fiscal 2009
    
    13 weeks ended May 2, 2009Fourth quarter fiscal 2008
    
    13 weeks ended January 31, 2009Third quarter fiscal 2008
    
    13 weeks ended November 1, 2008Second quarter fiscal 2008
    
    13 weeks ended August 2, 2008First quarter fiscal 2008
    
    13 weeks ended May 3, 2008
 3




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
 First
    
    FirstThird
    
    Third
    
    Nine
    
    NineQuarter
    
    Quarter
    
    Months
    
    MonthsFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Net sales
    
    $
    200,538
    
    
    $
    244,186
    
    
    $
    610,156
    
    
    $
    747,648Cost of goods sold
    
    
    120,283
    
    
    
    150,557
    
    
    
    361,587
    
    
    
    441,039Gross profit
    
    
    80,255
    
    
    
    93,629
    
    
    
    248,569
    
    
    
    306,609SG&A
    
    
    72,426
    
    
    
    84,637
    
    
    
    224,746
    
    
    
    273,243Amortization and impairment of intangible assets
    
    
    317
    
    
    
    692
    
    
    
    940
    
    
    
    5,53872,743
    
    
    
    85,329
    
    
    
    225,686
    
    
    
    278,781Royalties and other operating income
    
    
    3,596
    
    
    
    4,584
    
    
    
    8,981
    
    
    
    13,123Operating income
    
    
    11,108
    
    
    
    12,884
    
    
    
    31,864
    
    
    
    40,951Interest expense, net
    
    
    5,302
    
    
    
    6,437
    
    
    
    16,112
    
    
    
    18,754Earnings before income taxes
    
    
    5,806
    
    
    
    6,447
    
    
    
    15,752
    
    
    
    22,197Income taxes
    
    
    1,568
    
    
    
    1,672
    
    
    
    4,469
    
    
    
    6,432Net earnings
    
    $
    4,238
    
    
    $
    4,775
    
    
    $
    11,283
    
    
    $
    15,765Net earnings per common share:Basic
    
    $
    0.27
    
    
    $
    0.31
    
    
    $
    0.73
    
    
    $
    1.01Diluted
    
    $
    0.27
    
    
    $
    0.31
    
    
    $
    0.72
    
    
    $
    1.00Weighted average common shares outstanding:Basic
    
    
    15,599
    
    
    
    15,489
    
    
    
    15,562
    
    
    
    15,682Dilution
    
    
    366
    
    
    
    92
    
    
    
    167
    
    
    
    91Diluted
    
    
    15,965
    
    
    
    15,581
    
    
    
    15,729
    
    
    
    15,773Dividends declared per common share
    
    $
    0.09
    
    
    $
    0.18
    
    
    $
    0.27
    
    
    $
    0.54
  4




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OXFORD INDUSTRIES, INC.

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




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OXFORD INDUSTRIES, INC.

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




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OXFORD INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRD QUARTER OF FISCAL 2009
 1.
    
    Basis of Presentation:The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with GAAP for interim financial reporting and the
instructions of Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include
all of the information and footnotes required by GAAP. We believe the accompanying unaudited
condensed consolidated financial statements reflect all normal, recurring adjustments that
are necessary for a fair presentation of our financial position and results of operations as
of the date and for the periods presented. Results of operations for the interim periods
presented are not necessarily indicative of results to be expected for our fiscal year. The
accounting policies applied during the interim periods presented are consistent with the
significant accounting policies described in our Annual Report on Form 10-K for fiscal 2008.
We evaluated all activity through December 10, 2009 (the issue date of our condensed
consolidated financial statements) and concluded that no subsequent events have occurred that
would require recognition or disclosure in our condensed consolidated financial statements as
of October 31, 2009.
 Recently Adopted Standards:
 FASB Accounting Standards Codification
     7




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2.
    
    Inventories:The components of inventories as of the dates specified are summarized as
follows (in thousands):
 October 31,
    
    January 31,
    
    November 1,2009
    
    2009
    
    2008Finished goods
    
    $
    105,486
    
    
    $
    146,200
    
    
    $
    129,339Work in process
    
    
    5,269
    
    
    
    6,440
    
    
    
    7,187Fabric, trim and supplies
    
    
    5,318
    
    
    
    8,917
    
    
    
    11,146LIFO reserve
    
    
    (32,398
    )
    
    
    (32,398
    )
    
    
    (39,050
    )Total
    
    $
    83,675
    
    
    $
    129,159
    
    
    $
    108,622
 3.
    
    Comprehensive Income (loss):Comprehensive income (loss), which reflects the effects of
foreign currency translation adjustments, is calculated as follows for the periods presented
(in thousands):
 First Nine
    
    First NineThird Quarter
    
    Third Quarter
    
    Months
    
    MonthsFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Net earnings
    
    $
    4,238
    
    
    $
    4,775
    
    
    $
    11,283
    
    
    $
    15,765Gain (loss) on foreign currency translation, net of tax
    
    
    (226
    )
    
    
    (26,418
    )
    
    
    5,373
    
    
    
    (27,143
    )Comprehensive income (loss)
    
    $
    4,012
    
    
    $
    (21,643
    )
    
    $
    16,656
    
    
    $
    (11,378
    )
 4.
    
    Operating Group Information:Our business is operated through our four operating groups:
Tommy Bahama, Ben Sherman, Lanier Clothes and Oxford Apparel. We identify our operating groups
based on the way our management organizes the components of our business for purposes of
allocating resources and assessing performance. Corporate and Other is a reconciling category
for reporting purposes and includes our corporate offices, substantially all financing
activities, elimination of inter-segment sales, LIFO inventory accounting adjustments and
other costs that are not allocated to the operating groups. Corporate and Other includes a
LIFO reserve of $32.4 million, $32.4 million and $39.1 million as of October 31, 2009, January
31, 2009 and November 1, 2008, respectively.
  First Nine
    
    First NineThird Quarter
    
    Third Quarter
    
    Months
    
    MonthsFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Net SalesTommy Bahama
    
    $
    75,403
    
    
    $
    83,726
    
    
    $
    268,262
    
    
    $
    324,991Ben Sherman
    
    
    29,844
    
    
    
    38,235
    
    
    
    77,690
    
    
    
    107,317Lanier Clothes
    
    
    35,555
    
    
    
    44,314
    
    
    
    92,266
    
    
    
    111,185Oxford Apparel
    
    
    60,155
    
    
    
    78,082
    
    
    
    172,823
    
    
    
    204,790Corporate and Other
    
    
    (419
    )
    
    
    (171
    )
    
    
    (885
    )
    
    
    (635
    )Total
    
    $
    200,538
    
    
    $
    244,186
    
    
    $
    610,156
    
    
    $
    747,648DepreciationTommy Bahama
    
    $
    3,663
    
    
    $
    4,009
    
    
    $
    10,968
    
    
    $
    11,677Ben Sherman
    
    
    640
    
    
    
    584
    
    
    
    1,801
    
    
    
    1,760Lanier Clothes
    
    
    125
    
    
    
    138
    
    
    
    405
    
    
    
    712Oxford Apparel
    
    
    184
    
    
    
    226
    
    
    
    583
    
    
    
    682Corporate and Other
    
    
    225
    
    
    
    66
    
    
    
    339
    
    
    
    175Total
    
    $
    4,837
    
    
    $
    5,023
    
    
    $
    14,096
    
    
    $
    15,006
 8




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First Nine
    
    First NineThird Quarter
    
    Third Quarter
    
    Months
    
    MonthsFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Amortization and Impairment of Intangible AssetsTommy Bahama
    
    $
    222
    
    
    $
    355
    
    
    $
    666
    
    
    $
    1,064Ben Sherman
    
    
    85
    
    
    
    327
    
    
    
    245
    
    
    
    1,047Lanier Clothes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,267Oxford Apparel
    
    
    10
    
    
    
    10
    
    
    
    29
    
    
    
    1,160Total
    
    $
    317
    
    
    $
    692
    
    
    $
    940
    
    
    $
    5,538Operating Income (Loss)Tommy Bahama
    
    $
    2,143
    
    
    $
    689
    
    
    $
    27,772
    
    
    $
    38,315Ben Sherman
    
    
    2,323
    
    
    
    3,242
    
    
    
    (5,961
    )
    
    
    1,495Lanier Clothes
    
    
    5,243
    
    
    
    4,482
    
    
    
    10,681
    
    
    
    (6,894
    )Oxford Apparel
    
    
    6,342
    
    
    
    7,346
    
    
    
    15,664
    
    
    
    16,409Corporate and Other
    
    
    (4,943
    )
    
    
    (2,875
    )
    
    
    (16,292
    )
    
    
    (8,374
    )Total Operating Income
    
    $
    11,108
    
    
    $
    12,884
    
    
    $
    31,864
    
    
    $
    40,951Interest Expense, net
    
    
    5,302
    
    
    
    6,437
    
    
    
    16,112
    
    
    
    18,754Earnings Before Income Taxes
    
    $
    5,806
    
    
    $
    6,447
    
    
    $
    15,752
    
    
    $
    22,197
 October 31,
    
    January 31,
    
    November 1,2009
    
    2009
    
    2008AssetsTommy Bahama
    
    $
    267,296
    
    
    $
    283,427
    
    
    $
    509,769Ben Sherman
    
    
    76,704
    
    
    
    74,114
    
    
    
    172,765Lanier Clothes
    
    
    39,670
    
    
    
    49,988
    
    
    
    70,750Oxford Apparel
    
    
    74,867
    
    
    
    72,731
    
    
    
    86,916Corporate and Other
    
    
    (8,537
    )
    
    
    (6,766
    )
    
    
    (5,304
    )Total
    
    $
    450,000
    
    
    $
    473,494
    
    
    $
    834,896
 9




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##### Table of Contents



5.
    
    Debt:The following table details our debt (in thousands) as of the dates specified:
 October 31,
    
    January 31,
    
    November 1,2009
    
    2009
    
    2008$175 million U.S. Secured Revolving Credit Facility
(U.S. Revolving Credit Agreement), which is limited
to a borrowing base consisting of specified percentages
of eligible categories of assets, accrues interest
(2.08% at October 31, 2009), unused line fees and
letter of credit fees based upon a pricing grid which
is tied to average unused availability, requires
interest payments monthly with principal due at
maturity (August 2013) and is secured by a first
priority security interest in the accounts receivable
(other than royalty payments in respect of trademark
licenses), inventory, investment property (including
the equity interests of certain subsidiaries), general
intangibles (other than trademarks, trade names and
related rights), deposit accounts, intercompany
obligations, equipment, goods, documents, contracts,
books and records and other personal property of Oxford
Industries, Inc. and substantially all of its domestic
subsidiaries and a second priority interest in those
assets in which the holders of the 11 3/8% Senior
Secured Notes have a first priority interest (1)
    
    $
    26,821
    
    
    $
    27,722
    
    
    $
    34,138£12 million Senior Secured Revolving Credit Facility
(U.K. Revolving Credit Agreement), which accrues
interest at the banks base rate plus 1.35% (1.85% at
October 31, 2009), requires interest payments monthly
with principal payable on demand and is collateralized
by substantially all of the United Kingdom assets of
Ben Sherman
    
    
    5,658
    
    
    
    5,083
    
    
    
    1,90011.375% Senior Secured Notes (11 3/8% Senior Secured
Notes), which accrue interest at an annual rate of
11.375% (effective interest rate of 12%) and require
interest payments semi-annually in January and July of
each year, require payment of principal at maturity
(July 2015), are subject to certain prepayment
penalties, are secured by a first priority interest in
all U.S. registered trademarks and certain related
rights and certain future acquired real property owned
in fee simple of Oxford Industries, Inc. and
substantially all of its consolidated domestic
subsidiaries and a second priority interest in those
assets in which the lenders under the U.S. Revolving
Credit Agreement have a first priority interest (2)
    
    
    150,000
    
    
    
    
    
    
    
    8 7/8% Senior Unsecured Notes (8 7/8% Senior Unsecured
Notes), which accrued interest (effective interest
rate of 9.0%) and required interest payments
semi-annually in June and December of each year,
required payment of principal at maturity (June 2011)
and were guaranteed by certain of our domestic
subsidiaries (2)
    
    
    
    
    
    
    166,805
    
    
    
    200,000Unamortized discount (2)
    
    
    (3,756
    )
    
    
    (340
    )
    
    
    (452
    )Total debt
    
    
    178,723
    
    
    
    199,270
    
    
    
    235,586Short-term debt and current maturities of long-term debt
    
    
    (17,479
    )
    
    
    (5,083
    )
    
    
    (16,038
    )Long-term debt, less current maturities
    
    $
    161,244
    
    
    $
    194,187
    
    
    $
    219,548
 
 (1)
    
    $15.0 million of the $26.8 million outstanding under the U.S. Revolving Credit Agreement at
October 31, 2009 was classified as long-term debt as this amount represents the minimum amount we
anticipate to be outstanding under the U.S. Revolving Credit Agreement during fiscal 2009.(2)
    
    In June 2009, we issued the 11 3/8% Senior Secured Notes at 97.353% of the $150 million
principal amount, resulting in gross proceeds of $146.0 million. Proceeds from the 11 3/8% Senior
Secured Notes and borrowings under our U.S. Revolving Credit Agreement were used to fund the
satisfaction and discharge of the 8 7/8% Senior Unsecured Notes outstanding at that time.
Accordingly, we wrote off approximately $1.8 million of unamortized deferred financing costs and
unamortized discount related to the 8 7/8% Senior Unsecured Notes, which are included
in interest expense, net in our condensed consolidated statements of operations and amortization of
deferred financing costs and bond discount in our condensed consolidated statements of cash flows. 10




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6.
    
    Restructuring Charges and Other Unusual Items:
 Fiscal 2009:
  Fiscal 2008:
  ® ® ®
   11




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##### Table of Contents



7.
    
    Consolidating Financial Data of Subsidiary Guarantors:Our 11 3/8% Senior Secured Notes are
guaranteed by substantially all of our domestic subsidiaries (Subsidiary Guarantors). All
guarantees are full and unconditional. For consolidated financial reporting purposes,
non-guarantors consist of our subsidiaries which are organized outside the United States,
certain non-wholly owned domestic subsidiaries and certain domestic subsidiaries whose sole
assets are equity interests in foreign subsidiaries. We use the equity method of accounting
with respect to investment in subsidiaries included in other non-current assets in our
condensed consolidating financial statements. Set forth below are our condensed consolidating
balance sheets as of October 31, 2009, January 31, 2009 and November 1, 2008 (in thousands);
our condensed consolidating statements of operations for the third quarter and first nine
months of fiscal 2009 and the third quarter and first nine months of fiscal 2008 (in
thousands); and our condensed consolidating statements of cash flows for the first nine months
of fiscal 2009 and first nine months of fiscal 2008 (in thousands).
 OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
October 31, 2009
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    1,466
    
    
    $
    493
    
    
    $
    4,036
    
    
    $
    
    
    
    $
    5,995Receivables, net
    
    
    49,677
    
    
    
    13,842
    
    
    
    39,836
    
    
    
    (8,852
    )
    
    
    94,503Inventories, net
    
    
    11,010
    
    
    
    61,916
    
    
    
    11,989
    
    
    
    (1,240
    )
    
    
    83,675Prepaid expenses
    
    
    5,349
    
    
    
    9,716
    
    
    
    4,207
    
    
    
    636
    
    
    
    19,908Total current assets
    
    
    67,502
    
    
    
    85,967
    
    
    
    60,068
    
    
    
    (9,456
    )
    
    
    204,081Property, plant and equipment, net
    
    
    9,639
    
    
    
    68,063
    
    
    
    6,067
    
    
    
    
    
    
    
    83,769Intangible assets, net
    
    
    37
    
    
    
    113,394
    
    
    
    24,978
    
    
    
    
    
    
    
    138,409Other non-current assets, net
    
    
    478,892
    
    
    
    149,026
    
    
    
    35,267
    
    
    
    (639,444
    )
    
    
    23,741Total Assets
    
    $
    556,070
    
    
    $
    416,450
    
    
    $
    126,380
    
    
    $
    (648,900
    )
    
    $
    450,000LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    46,835
    
    
    $
    30,792
    
    
    $
    33,721
    
    
    $
    (7,589
    )
    
    $
    103,759Long-term debt, less current portion
    
    
    161,244
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    161,244Non-current liabilities
    
    
    244,061
    
    
    
    (199,005
    )
    
    
    111,526
    
    
    
    (109,150
    )
    
    
    47,432Non-current deferred income taxes
    
    
    (4,191
    )
    
    
    26,812
    
    
    
    6,823
    
    
    
    
    
    
    
    29,444Total shareholders/invested equity
    
    
    108,121
    
    
    
    557,851
    
    
    
    (25,690
    )
    
    
    (532,161
    )
    
    
    108,121Total Liabilities and Shareholders Equity
    
    $
    556,070
    
    
    $
    416,450
    
    
    $
    126,380
    
    
    $
    (648,900
    )
    
    $
    450,000
 12




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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
January 31, 2009
 Oxford
    
    
    
    
    
    
    SubsidiaryIndustries
    
    
    Subsidiary
    
    
    Non-
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalASSETSCash and cash equivalents
    
    $
    1,527
    
    
    $
    537
    
    
    $
    1,226
    
    
    $
    
    
    
    $
    3,290Receivables, net
    
    
    28,842
    
    
    
    11,407
    
    
    
    45,529
    
    
    
    (7,211
    )
    
    
    78,567Inventories, net
    
    
    44,469
    
    
    
    71,509
    
    
    
    15,475
    
    
    
    (2,294
    )
    
    
    129,159Prepaid expenses
    
    
    6,009
    
    
    
    8,745
    
    
    
    2,519
    
    
    
    
    
    
    
    17,273Total current assets
    
    
    80,847
    
    
    
    92,198
    
    
    
    64,749
    
    
    
    (9,505
    )
    
    
    228,289Property, plant and equipment, net
    
    
    9,025
    
    
    
    74,804
    
    
    
    5,197
    
    
    
    
    
    
    
    89,026Intangible assets, net
    
    
    67
    
    
    
    114,060
    
    
    
    21,872
    
    
    
    
    
    
    
    135,999Other non-current assets, net
    
    
    453,615
    
    
    
    145,954
    
    
    
    35,275
    
    
    
    (614,664
    )
    
    
    20,180Total Assets
    
    $
    543,554
    
    
    $
    427,016
    
    
    $
    127,093
    
    
    $
    (624,169
    )
    
    $
    473,494LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    
    41,793
    
    
    
    26,706
    
    
    
    45,506
    
    
    
    (7,172
    )
    
    
    106,833Long-term debt, less current portion
    
    
    194,187
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194,187Non-current liabilities
    
    
    218,200
    
    
    
    (172,180
    )
    
    
    110,374
    
    
    
    (109,150
    )
    
    
    47,244Deferred income taxes
    
    
    (3,745
    )
    
    
    29,607
    
    
    
    6,249
    
    
    
    
    
    
    
    32,111Total shareholders/invested equity
    
    
    93,119
    
    
    
    542,883
    
    
    
    (35,036
    )
    
    
    (507,847
    )
    
    
    93,119Total Liabilities and Shareholders Equity
    
    $
    543,554
    
    
    $
    427,016
    
    
    $
    127,093
    
    
    $
    (624,169
    )
    
    $
    473,494
 November 1, 2008
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    6,400
    
    
    $
    892
    
    
    $
    742
    
    
    $
    
    
    
    $
    8,034Receivables, net
    
    
    60,813
    
    
    
    38,009
    
    
    
    30,315
    
    
    
    (9,177
    )
    
    
    119,960Inventories, net
    
    
    33,432
    
    
    
    62,812
    
    
    
    14,097
    
    
    
    (1,719
    )
    
    
    108,622Prepaid expenses
    
    
    8,195
    
    
    
    8,844
    
    
    
    4,081
    
    
    
    
    
    
    
    21,120Total current assets
    
    
    108,840
    
    
    
    110,557
    
    
    
    49,235
    
    
    
    (10,896
    )
    
    
    257,736Property, plant and equipment, net
    
    
    9,181
    
    
    
    78,640
    
    
    
    5,527
    
    
    
    
    
    
    
    93,348Goodwill, net
    
    
    1,847
    
    
    
    168,932
    
    
    
    77,790
    
    
    
    
    
    
    
    248,569Intangible assets, net
    
    
    76
    
    
    
    131,515
    
    
    
    76,724
    
    
    
    
    
    
    
    208,315Other non-current assets, net
    
    
    813,500
    
    
    
    150,406
    
    
    
    35,277
    
    
    
    (972,255
    )
    
    
    26,928Total Assets
    
    $
    933,444
    
    
    $
    640,050
    
    
    $
    244,553
    
    
    $
    (983,151
    )
    
    $
    834,896LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    52,041
    
    
    $
    46,357
    
    
    $
    30,793
    
    
    $
    (8,939
    )
    
    $
    120,252Long-term debt, less current portion
    
    
    219,548
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    219,548Non-current liabilities
    
    
    275,153
    
    
    
    (223,522
    )
    
    
    108,077
    
    
    
    (109,146
    )
    
    
    50,562Non-current deferred income taxes
    
    
    (3,416
    )
    
    
    36,411
    
    
    
    21,421
    
    
    
    
    
    
    
    54,416Total shareholders/invested equity
    
    
    390,118
    
    
    
    780,804
    
    
    
    84,262
    
    
    
    (865,066
    )
    
    
    390,118Total Liabilities and Shareholders Equity
    
    $
    933,444
    
    
    $
    640,050
    
    
    $
    244,553
    
    
    $
    (983,151
    )
    
    $
    834,896
 13




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




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##### Table of Contents



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




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




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  INTRODUCTION
   ®
 ®
 ® ® ® ® ® ® ® ® ®
 ® ® ® ® ® ® ®
  17




---



##### Table of Contents



RESULTS OF OPERATIONS
 Overview
    First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    610,156
    
    
    $
    747,648
    
    
    $
    (137,492
    )
    
    
    (18.4
    %)Net earnings
    
    $
    11,283
    
    
    $
    15,765
    
    
    $
    (4,482
    )
    
    
    (28.4
    %)Diluted net earnings per common share
    
    $
    0.72
    
    
    $
    1.00
    
    
    $
    (0.28
    )
    
    
    (28.0
    %)Weighted average common shares
outstanding-diluted
    
    
    15,729
    
    
    
    15,773
    
    
    
    (44
    )
    
    
    (0.3
    %)
  
    
    Net sales declined across all operating groups from the first nine months of fiscal 2008
primarily due to the impact of the challenging economic conditions.
    
    Operating results for Ben Sherman were also impacted by the change in the average
exchange rate between the British pound sterling and the United States dollar and
restructuring charges totaling approximately $1.4 million in the first nine months of
fiscal 2009, which were primarily related to our exit from, and subsequent licensing of,
the Ben Sherman footwear and kids operations, as well as other streamlining initiatives.
    
    Net sales for Lanier Clothes and Oxford Apparel were also impacted by our exit from
certain businesses in fiscal 2008.
    
    Royalty income decreased primarily as a result of the termination of the Tommy Bahama
footwear license agreement, a 19% decline in the average value of the British pound
sterling versus the United States dollar, which impacted Ben Sherman royalty income, as
well as the impact of the challenging economic conditions.
    
    A charge of $1.8 million was recognized in interest expense, net in the second quarter
of fiscal 2009 related to the satisfaction and discharge of the remaining $166.8 million
aggregate principal amount of 8 7/8% Senior Unsecured Notes.
  
    
    For the first nine months of fiscal 2008, each operating group was impacted by
restructuring charges totaling $7.7 million.
    
    Significant reductions were made in our SG&A across all operating groups as we
streamlined our operations and focused on our core businesses during the recent economic
conditions.
    
    A charge of $0.9 million was recognized in interest expense in the third quarter of
fiscal 2008 as a result of our amendment and restatement of our U.S. Revolving Credit
Agreement.
 18




---



##### Table of Contents




    
    Changes in our debt facilities which impacted interest expense, net included (1) the
amendment and restatement of our U.S. Revolving Credit Agreement in August 2008 which
provided more favorable borrowing terms than the U.S. Revolving Credit Agreement provided
for prior to August 2008, (2) our repurchase of $33.2 million of our 8 7/8% Senior
Unsecured Notes at a discount, (3) the issuance of $150.0 million aggregate principal
amount of 11 3/8% Senior Secured Notes in the second quarter of fiscal 2009, (4) the
repurchase of $166.8 million aggregate principal amount of our 8 7/8% Senior Unsecured
Notes in the second quarter of fiscal 2009, which was funded by the proceeds from our
issuance of $150.0 million aggregate principal amount of 11 3/8% Senior Secured Notes and
borrowings under our U.S. Revolving Credit Agreement and (5) varying levels of debt
outstanding under our U.S. Revolving Credit Agreement between the two periods as a result
of positive cash flows for the twelve months ended October 31, 2009.
 THIRD QUARTER OF FISCAL 2009 COMPARED TO THIRD QUARTER OF FISCAL 2008
  Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    200,538
    
    
    
    100.0
    %
    
    $
    244,186
    
    
    
    100.0
    %
    
    $
    (43,648
    )
    
    
    (17.9
    %)Cost of goods sold
    
    
    120,283
    
    
    
    60.0
    %
    
    
    150,557
    
    
    
    61.7
    %
    
    
    (30,274
    )
    
    
    (20.1
    %)Gross profit
    
    
    80,255
    
    
    
    40.0
    %
    
    
    93,629
    
    
    
    38.3
    %
    
    
    (13,374
    )
    
    
    (14.3
    %)SG&A
    
    
    72,426
    
    
    
    36.1
    %
    
    
    84,637
    
    
    
    34.7
    %
    
    
    (12,211
    )
    
    
    (14.4
    %)Amortization and impairment
of intangible assets
    
    
    317
    
    
    
    0.2
    %
    
    
    692
    
    
    
    0.3
    %
    
    
    (375
    )
    
    
    (54.2
    %)Royalties and other
operating income
    
    
    3,596
    
    
    
    1.8
    %
    
    
    4,584
    
    
    
    1.9
    %
    
    
    (988
    )
    
    
    (21.6
    %)Operating income
    
    
    11,108
    
    
    
    5.5
    %
    
    
    12,884
    
    
    
    5.3
    %
    
    
    (1,776
    )
    
    
    (13.8
    %)Interest expense, net
    
    
    5,302
    
    
    
    2.6
    %
    
    
    6,437
    
    
    
    2.6
    %
    
    
    (1,135
    )
    
    
    (17.6
    %)Earnings before income taxes
    
    
    5,806
    
    
    
    2.9
    %
    
    
    6,447
    
    
    
    2.6
    %
    
    
    (641
    )
    
    
    (9.9
    %)Income taxes
    
    
    1,568
    
    
    
    0.8
    %
    
    
    1,672
    
    
    
    0.7
    %
    
    
    (104
    )
    
    
    (6.2
    %)Net earnings
    
    $
    4,238
    
    
    
    2.1
    %
    
    $
    4,775
    
    
    
    2.0
    %
    
    $
    (537
    )
    
    
    (11.2
    %)
  Net Sales
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeTommy Bahama
    
    $
    75,403
    
    
    $
    83,726
    
    
    $
    (8,323
    )
    
    
    (9.9
    %)Ben Sherman
    
    
    29,844
    
    
    
    38,235
    
    
    
    (8,391
    )
    
    
    (21.9
    %)Lanier Clothes
    
    
    35,555
    
    
    
    44,314
    
    
    
    (8,759
    )
    
    
    (19.8
    %)Oxford Apparel
    
    
    60,155
    
    
    
    78,082
    
    
    
    (17,927
    )
    
    
    (23.0
    %)Corporate and Other
    
    
    (419
    )
    
    
    (171
    )
    
    
    (248
    )
    
    
    (145.0
    %)Total net sales
    
    $
    200,538
    
    
    $
    244,186
    
    
    $
    (43,648
    )
    
    
    (17.9
    %)
  Tommy Bahama:
  19




---



##### Table of Contents



Ben Sherman :
  Lanier Clothes:
  Oxford Apparel:
  Gross Profit
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeGross profit
    
    $
    80,255
    
    
    $
    93,629
    
    
    $
    (13,374
    )
    
    
    (14.3
    %)Gross profit % of net sales
    
    
    40.0
    %
    
    
    38.3
    %LIFO accounting charges
included in cost of goods
sold
    
    $
    1,288
    
    
    $
    
  SG&A
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeSG&A
    
    $
    72,426
    
    
    $
    84,637
    
    
    $
    (12,211
    )
    
    
    (14.4
    %)SG&A % of net sales
    
    
    36.1
    %
    
    
    34.7
    %Restructuring charges included in SG&A
    
    $
    
    
    
    $
    601
  20




---



##### Table of Contents



Amortization and impairment of intangible assets
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeAmortization and impairment of intangible assets
    
    $
    317
    
    
    $
    692
    
    
    $
    (375
    )
    
    
    (54.2
    %)
  Royalties and other operating income
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeRoyalties and other operating income
    
    $
    3,596
    
    
    $
    4,584
    
    
    $
    (988
    )
    
    
    (21.6
    %)
  Operating income
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeTommy Bahama
    
    $
    2,143
    
    
    $
    689
    
    
    $
    1,454
    
    
    
    211.0
    %Ben Sherman
    
    
    2,323
    
    
    
    3,242
    
    
    
    (919
    )
    
    
    (28.3
    %)Lanier Clothes
    
    
    5,243
    
    
    
    4,482
    
    
    
    761
    
    
    
    17.0
    %Oxford Apparel
    
    
    6,342
    
    
    
    7,346
    
    
    
    (1,004
    )
    
    
    (13.7
    %)Corporate and Other
    
    
    (4,943
    )
    
    
    (2,875
    )
    
    
    (2,068
    )
    
    
    (71.9
    %)Total operating income
    
    $
    11,108
    
    
    $
    12,884
    
    
    $
    (1,776
    )
    
    
    (13.8
    %)Total LIFO accounting
and restructuring
charges included in
total operating
income
    
    $
    1,288
    
    
    $
    601
  Tommy Bahama:
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    75,403
    
    
    $
    83,726
    
    
    $
    (8,323
    )
    
    
    (9.9
    %)Operating income
    
    
    2,143
    
    
    
    689
    
    
    
    1,454
    
    
    
    211.0
    %Operating income % of net sales
    
    
    2.8
    %
    
    
    0.8
    %Restructuring charges included
in operating income
    
    $
    
    
    
    $
    212
  Ben Sherman:
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    29,844
    
    
    $
    38,235
    
    
    $
    (8,391
    )
    
    
    (21.9
    %)Operating income
    
    
    2,323
    
    
    
    3,242
    
    
    
    (919
    )
    
    
    (28.3
    %)Operating income % of net sales
    
    
    7.8
    %
    
    
    8.5
    %Restructuring charges included
in operating income
    
    $
    
    
    
    $
    34
  21




---



##### Table of Contents



Lanier Clothes:
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    35,555
    
    
    $
    44,314
    
    
    $
    (8,759
    )
    
    
    (19.8
    %)Operating income
    
    
    5,243
    
    
    
    4,482
    
    
    
    761
    
    
    
    17.0
    %Operating income % of net sales
    
    
    14.7
    %
    
    
    10.1
    %Restructuring charges included
in operating income
    
    $
    
    
    
    $
    10
  Oxford Apparel:
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    60,155
    
    
    $
    78,082
    
    
    $
    (17,927
    )
    
    
    (23.0
    %)Operating income
    
    
    6,342
    
    
    
    7,346
    
    
    
    (1,004
    )
    
    
    (13.7
    %)Operating income % of net sales
    
    
    10.5
    %
    
    
    9.4
    %Restructuring charges included
in operating income
    
    $
    
    
    
    $
    273
  Corporate and Other:
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeOperating income (loss)
    
    $
    (4,943
    )
    
    $
    (2,875
    )
    
    $
    (2,068
    )
    
    
    (71.9
    %)LIFO accounting
charges included in
operating income
(loss)
    
    $
    1,288
    
    
    $
    72
  Interest expense, net
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeInterest expense, net
    
    $
    5,302
    
    
    $
    6,437
    
    
    $
    (1,135
    )
    
    
    (17.6
    %)Write-off of
deferred financing
costs included in
interest expense
    
    $
    
    
    
    $
    900
  Income taxes
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeIncome taxes
    
    $
    1,568
    
    
    $
    1,672
    
    
    $
    (104
    )
    
    
    (6.2
    %)Effective tax rate
    
    
    27.0
    %
    
    
    25.9
    %
  22




---



##### Table of Contents



Net earnings
 Third QuarterFiscal 2009
    
    Fiscal 2008
    
    Change
    
    % ChangeNet earnings
    
    $
    4,238
    
    
    $
    4,775
    
    
    $
    (537
    )
    
    
    (11.2
    %)Diluted net earnings per common share
    
    $
    0.27
    
    
    $
    0.31
    
    
    $
    (0.04
    )
    
    
    (12.9
    %)Weighted average common shares
outstanding-diluted
    
    
    15,965
    
    
    
    15,581
    
    
    
    384
    
    
    
    2.5
    %
  FIRST NINE MONTHS OF FISCAL 2009 COMPARED TO FIRST NINE MONTHS OF FISCAL 2008
  First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    610,156
    
    
    
    100.0
    %
    
    $
    747,648
    
    
    
    100.0
    %
    
    $
    (137,492
    )
    
    
    (18.4
    %)Cost of goods sold
    
    
    361,587
    
    
    
    59.3
    %
    
    
    441,039
    
    
    
    59.0
    %
    
    
    (79,452
    )
    
    
    (18.0
    %)Gross profit
    
    
    248,569
    
    
    
    40.7
    %
    
    
    306,609
    
    
    
    41.0
    %
    
    
    (58,040
    )
    
    
    (18.9
    %)SG&A
    
    
    224,746
    
    
    
    36.8
    %
    
    
    273,243
    
    
    
    36.5
    %
    
    
    (48,497
    )
    
    
    (17.7
    %)Amortization and impairment
of intangible assets
    
    
    940
    
    
    
    0.2
    %
    
    
    5,538
    
    
    
    0.7
    %
    
    
    (4,598
    )
    
    
    (83.0
    %)Royalties and other
operating income
    
    
    8,981
    
    
    
    1.5
    %
    
    
    13,123
    
    
    
    1.8
    %
    
    
    (4,142
    )
    
    
    (31.6
    %)Operating income
    
    
    31,864
    
    
    
    5.2
    %
    
    
    40,951
    
    
    
    5.5
    %
    
    
    (9,087
    )
    
    
    (22.2
    %)Interest expense, net
    
    
    16,112
    
    
    
    2.6
    %
    
    
    18,754
    
    
    
    2.5
    %
    
    
    (2,642
    )
    
    
    (14.1
    %)Earnings before income taxes
    
    
    15,752
    
    
    
    2.6
    %
    
    
    22,197
    
    
    
    3.0
    %
    
    
    (6,445
    )
    
    
    (29.0
    %)Income taxes
    
    
    4,469
    
    
    
    0.7
    %
    
    
    6,432
    
    
    
    0.9
    %
    
    
    (1,963
    )
    
    
    (30.5
    %)Net earnings
    
    $
    11,283
    
    
    
    1.8
    %
    
    $
    15,765
    
    
    
    2.1
    %
    
    $
    (4,482
    )
    
    
    (28.4
    %)
  Net sales
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeTommy Bahama
    
    $
    268,262
    
    
    $
    324,991
    
    
    $
    (56,729
    )
    
    
    (17.5
    %)Ben Sherman
    
    
    77,690
    
    
    
    107,317
    
    
    
    (29,627
    )
    
    
    (27.6
    %)Lanier Clothes
    
    
    92,266
    
    
    
    111,185
    
    
    
    (18,919
    )
    
    
    (17.0
    %)Oxford Apparel
    
    
    172,823
    
    
    
    204,790
    
    
    
    (31,967
    )
    
    
    (15.6
    %)Corporate and Other
    
    
    (885
    )
    
    
    (635
    )
    
    
    (250
    )
    
    
    (39.4
    %)Total net sales
    
    $
    610,156
    
    
    $
    747,648
    
    
    $
    (137,492
    )
    
    
    (18.4
    %)
  Tommy Bahama:
  23




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##### Table of Contents



Ben Sherman:
  Lanier Clothes:
  Oxford Apparel:
  Gross Profit
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeGross profit
    
    $
    248,569
    
    
    $
    306,609
    
    
    $
    (58,040
    )
    
    
    (18.9
    %)Gross profit % of net sales
    
    
    40.7
    %
    
    
    41.0
    %LIFO accounting
charges/(credits) and
restructuring charges
included in cost of goods
sold
    
    $
    5,773
    
    
    $
    2,469
  SG&A
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeSG&A
    
    $
    224,746
    
    
    $
    273,243
    
    
    $
    (48,497
    )
    
    
    (17.7
    %)SG&A % of net sales
    
    
    36.8
    %
    
    
    36.5
    %Restructuring and other charges included in SG&A
    
    $
    1,362
    
    
    $
    2,161
  24




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##### Table of Contents



Amortization and impairment of intangible assets
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeAmortization and impairment of intangible assets
    
    $
    940
    
    
    $
    5,538
    
    
    $
    (4,598
    )
    
    
    (83.0
    %)Impairment charges included in amortization and
impairment of intangible assets
    
    $
    
    
    
    $
    3,274
  Royalties and other operating income
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeRoyalties and other operating income
    
    $
    8,981
    
    
    $
    13,123
    
    
    $
    (4,142
    )
    
    
    (31.6
    %)Unusual charges/(credits) included
in royalties and other operating
income
    
    $
    
    
    
    $
    (220
    )
  Operating Income
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeTommy Bahama
    
    $
    27,772
    
    
    $
    38,315
    
    
    $
    (10,543
    )
    
    
    (27.5
    %)Ben Sherman
    
    
    (5,961
    )
    
    
    1,495
    
    
    
    (7,456
    )
    
    
    (498.7
    %)Lanier Clothes
    
    
    10,681
    
    
    
    (6,894
    )
    
    
    17,575
    
    
    
    254.9
    %Oxford Apparel
    
    
    15,664
    
    
    
    16,409
    
    
    
    (745
    )
    
    
    (4.5
    %)Corporate and Other
    
    
    (16,292
    )
    
    
    (8,374
    )
    
    
    (7,918
    )
    
    
    (94.6
    %)Total operating income
    
    $
    31,864
    
    
    $
    40,951
    
    
    $
    (9,087
    )
    
    
    (22.2
    %)Total restructuring
and other unusual
charges included in
total operating
income
    
    $
    7,135
    
    
    $
    7,684
  Tommy Bahama:
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    268,262
    
    
    $
    324,991
    
    
    $
    (56,729
    )
    
    
    (17.5
    %)Operating income
    
    
    27,772
    
    
    
    38,315
    
    
    
    (10,543
    )
    
    
    (27.5
    %)Operating income % of net sales
    
    
    10.4
    %
    
    
    11.8
    %Restructuring costs in operating income
    
    $
    
    
    
    $
    212
 25




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##### Table of Contents



Ben Sherman:
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    77,690
    
    
    $
    107,317
    
    
    $
    (29,627
    )
    
    
    (27.6
    %)Operating income (loss)
    
    
    (5,961
    )
    
    
    1,495
    
    
    
    (7,456
    )
    
    
    (498.7
    %)Operating income (loss) % of net sales
    
    
    (7.7
    %)
    
    
    1.4
    %Restructuring costs in operating income
    
    $
    1,362
    
    
    $
    34
  Lanier Clothes:
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    92,266
    
    
    $
    111,185
    
    
    $
    (18,919
    )
    
    
    (17.0
    %)Operating income (loss)
    
    
    10,681
    
    
    
    (6,894
    )
    
    
    17,575
    
    
    
    254.9
    %Operating income (loss) % of net sales
    
    
    11.6
    %
    
    
    (6.2
    %)Restructuring and other unusual
charges included in operating income
    
    $
    
    
    
    $
    9,550
  Oxford Apparel:
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet sales
    
    $
    172,823
    
    
    $
    204,790
    
    
    $
    (31,967
    )
    
    
    (15.6
    %)Operating income
    
    
    15,664
    
    
    
    16,409
    
    
    
    (745
    )
    
    
    (4.5
    %)Operating income % of net sales
    
    
    9.1
    %
    
    
    8.0
    %Restructuring and other
unusual charges included in
operating income
    
    $
    
    
    
    $
    614
  Corporate and Other:
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeOperating income (loss)
    
    $
    (16,292
    )
    
    $
    (8,374
    )
    
    $
    (7,918
    )
    
    
    (94.6
    %)LIFO accounting
charges/(credits) and
restructuring charges
included in operating
income (loss)
    
    $
    5,773
    
    
    $
    (2,726
    )
 26




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##### Table of Contents



Interest expense, net
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeInterest expense, net
    
    $
    16,112
    
    
    $
    18,754
    
    
    $
    (2,642
    )
    
    
    (14.1
    %)Write-off of
deferred financing
costs included in
interest expense
    
    $
    1,759
    
    
    $
    900
  Income Taxes
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeIncome taxes
    
    $
    4,469
    
    
    $
    6,432
    
    
    $
    (1,963
    )
    
    
    (30.5
    %)Effective tax rate
    
    
    28.4
    %
    
    
    29.0
    %
  Net earnings
 First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    Change
    
    % ChangeNet earnings
    
    $
    11,283
    
    
    $
    15,765
    
    
    $
    (4,482
    )
    
    
    (28.4
    %)Diluted net earnings per common share
    
    $
    0.72
    
    
    $
    1.00
    
    
    $
    (0.28
    )
    
    
    (28.0
    %)Weighted average common shares
outstanding-diluted
    
    
    15,729
    
    
    
    15,773
    
    
    
    (44
    )
    
    
    (0.3
    %)
  FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
   Key Liquidity Measures
 ($ in thousands)
    
    October 31, 2009
    
    January 31, 2009
    
    November 1, 2008Current assets
    
    $
    204,081
    
    
    $
    228,289
    
    
    $
    257,736Current liabilities
    
    
    103,759
    
    
    
    106,833
    
    
    
    120,252Working capital
    
    $
    100,322
    
    
    $
    121,456
    
    
    $
    137,484Working capital ratio
    
    
    1.97
    
    
    
    2.14
    
    
    
    2.14Debt to total capital ratio
    
    
    62
    %
    
    
    68
    %
    
    
    38
    %
 27




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##### Table of Contents



The Balance Sheet
  Current Assets:
 October 31, 2009
    
    November 1, 2008
    
    $ Change
    
    % ChangeCash and cash equivalents
    
    $
    5,995
    
    
    $
    8,034
    
    
    $
    (2,039
    )
    
    
    (25.4
    %)Receivables, net
    
    
    94,503
    
    
    
    119,960
    
    
    
    (25,457
    )
    
    
    (21.2
    %)Inventories, net
    
    
    83,675
    
    
    
    108,622
    
    
    
    (24,947
    )
    
    
    (23.0
    %)Prepaid expenses
    
    
    19,908
    
    
    
    21,120
    
    
    
    (1,212
    )
    
    
    (5.7
    %)Total current assets
    
    $
    204,081
    
    
    $
    257,736
    
    
    $
    (53,655
    )
    
    
    (20.8
    %)
  Non-current Assets:
 October 31, 2009
    
    November 1, 2008
    
    $ Change
    
    % ChangeProperty, plant and equipment, net
    
    $
    83,769
    
    
    $
    93,348
    
    
    $
    (9,579
    )
    
    
    (10.3
    %)Goodwill, net
    
    
    
    
    
    
    248,569
    
    
    
    (248,569
    )
    
    
    (100.0
    %)Intangible assets, net
    
    
    138,409
    
    
    
    208,315
    
    
    
    (69,906
    )
    
    
    (33.6
    %)Other non-current assets, net
    
    
    23,741
    
    
    
    26,928
    
    
    
    (3,187
    )
    
    
    (11.8
    %)Total non-current assets, net
    
    $
    245,919
    
    
    $
    577,160
    
    
    $
    (331,241
    )
    
    
    (57.4
    %)
  Liabilities:
 October 31, 2009
    
    November 1, 2008
    
    $ Change
    
    % ChangeCurrent liabilities
    
    $
    103,759
    
    
    $
    120,252
    
    
    $
    (16,493
    )
    
    
    (13.7
    %)Long-term debt less current maturities
    
    
    161,244
    
    
    
    219,548
    
    
    
    (58,304
    )
    
    
    (26.6
    %)Other non-current liabilities
    
    
    47,432
    
    
    
    50,562
    
    
    
    (3,130
    )
    
    
    (6.2
    %)Non-current deferred income taxes
    
    
    29,444
    
    
    
    54,416
    
    
    
    (24,972
    )
    
    
    (45.9
    %)Total liabilities
    
    $
    341,879
    
    
    $
    444,778
    
    
    $
    (102,899
    )
    
    
    (23.1
    %)
  28




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##### Table of Contents



The Statement of Cash Flows
  First Nine MonthsFiscal 2009
    
    Fiscal 2008
    
    $ Change
    
    % ChangeNet cash provided by operating activities
    
    $
    41,988
    
    
    $
    61,286
    
    
    $
    (19,298
    )
    
    
    (31.5
    %)Net cash used in investing activities
    
    
    (8,419
    )
    
    
    (17,930
    )
    
    
    9,511
    
    
    
    53.0
    %Net cash used in financing activities
    
    
    (31,007
    )
    
    
    (49,480
    )
    
    
    18,473
    
    
    
    37.3
    %Net change in cash and cash equivalents
    
    $
    2,562
    
    
    $
    (6,124
    )
    
    $
    8,686
    
    
    
    141.8
    %Effect of foreign currency translation on cash
and cash equivalents
    
    
    143
    
    
    
    (754
    )
    
    
    897
    
    
    
    119.0
    %Cash and cash equivalents at the beginning of the
year
    
    
    3,290
    
    
    
    14,912
    
    
    
    (11,622
    )
    
    
    (77.9
    %)Cash and cash equivalents at the end of the period
    
    $
    5,995
    
    
    $
    8,034
    
    
    $
    (2,039
    )
    
    
    (25.4
    %)
 Operating Activities:
  Investing Activities:
  Financing Activities:
  29




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##### Table of Contents



Liquidity and Capital Resources
  $175 million U.S. Secured Revolving Credit Facility (U.S.
Revolving Credit Agreement), which is limited to a borrowing
base consisting of specified percentages of eligible categories
of assets, accrues interest (2.08% at August 1, 2009), unused
line fees and letter of credit fees based upon a pricing grid
which is tied to average unused availability, requires interest
payments monthly with principal due at maturity (August 2013)
and is secured by a first priority security interest in the
accounts receivable (other than royalty payments in respect of
trademark licenses), inventory, investment property (including
the equity interests of certain subsidiaries), general
intangibles (other than trademarks, trade names and related
rights), deposit accounts, intercompany obligations, equipment,
goods, documents, contracts, books and records and other
personal property of Oxford Industries, Inc. and substantially
all of its domestic subsidiaries and a second priority interest
in those assets in which the holders of the 11 3/8% Senior
Secured Notes have a first priority interest (1)
    
    $
    26,821£12 million Senior Secured Revolving Credit Facility (U.K.
Revolving Credit Agreement), which accrues interest at the
banks base rate plus 1.35% (1.85% at October 31, 2009),
requires interest payments monthly with principal payable on
demand and is collateralized by substantially all of the United
Kingdom assets of Ben Sherman
    
    
    5,65811.375% Senior Secured Notes (11 3/8% Senior Secured Notes),
which accrue interest at an annual rate of 11.375% (effective
interest rate of 12%) and require interest payments
semi-annually in January and July of each year, require payment
of principal at maturity (July 2015), are subject to certain
prepayment penalties, are secured by a first priority interest
in all U.S. registered trademarks and certain related rights
and certain future acquired real property owned in fee simple
of Oxford Industries, Inc. and substantially all of its
consolidated domestic subsidiaries and a second priority
interest in those assets in which the lenders under the U.S.
Revolving Credit Agreement have a first priority interest, and
are guaranteed by certain of our domestic subsidiaries (2)
    
    
    150,000Unamortized discount (2)
    
    
    (3,756
    )Total debt
    
    $
    178,723Short-term debt and current maturities of long-term debt
    
    
    (17,479
    )Long-term debt, less current maturities
    
    $
    161,244
 
 (1)
    
    $15.0 million of the $26.8 million outstanding under the U.S. Revolving Credit
Agreement at October 31, 2009 was classified as long-term debt as this amount represents
the minimum amount we anticipate to be outstanding under the U.S. Revolving Credit
Agreement during fiscal 2009.(2)
    
    In June 2009, we issued the 11 3/8% Senior Secured Notes at 97.353% of the $150 million
principal amount, resulting in gross proceeds of $146.0 million. Proceeds from the 11 3/8%
Senior Secured Notes and borrowings under our U.S. Revolving Credit Agreement were used to
fund the satisfaction and discharge of the 8 7/8% Senior Unsecured Notes outstanding at
that time.  Covenants, Other Restrictions and Prepayment Penalties:
  30




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##### Table of Contents



2012
    
    
    105.688
    %2013
    
    
    102.844
    %2014 and thereafter
    
    
    100.000
    %
 Other Liquidity Items:
  31




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##### Table of Contents



Off Balance Sheet Arrangements
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   SEASONALITY
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  32




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##### Table of Contents



ITEM 4. CONTROLS AND PROCEDURES
    
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (a)
    
    During the third quarter of fiscal 2009, we did not make any unregistered sales of our
equity securities.(c)
    
    We have certain stock incentive plans as described in Note 7 to our consolidated
financial statements included in our Annual Report on Form 10-K for fiscal 2008, all of
which are publicly announced plans. Under the plans, we can repurchase shares from
employees to cover employee tax liabilities related to the exercise of stock options or the
vesting of previously restricted shares. No shares were purchased during the third quarter
of fiscal 2009.
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  33




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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 3.1
    
    Restated Articles of Incorporation of Oxford Industries, Inc. Incorporated by reference
to Exhibit 3.1 to the Companys Form 10-Q for the fiscal quarter ended August 29, 2003.3.2
    
    Bylaws of Oxford Industries, Inc., as amended. Incorporated by reference to Exhibit 3.1
to the Companys Form 8-K filed on June 17, 2009.31.1
    
    Section 302 Certification by Principal Executive Officer.*31.2
    
    Section 302 Certification by Principal Financial Officer.*32
    
    Section 906 Certification by Principal Executive Officer and Principal Financial Officer.*
 
 *
    
    Filed herewith. 
 SIGNATURES
  December 10, 2009
    OXFORD INDUSTRIES, INC.
(Registrant)/s/ K. Scott GrassmyerK. Scott GrassmyerSenior Vice President, Chief Financial Officer and Controller
(Authorized Signatory and Principal Financial Officer) 34