##### 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 AUGUST 1, 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
  (404) 659-2424




Not
Applicable




þ o


o o




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


o þ




Title of each class
    
    Number of shares outstanding
as of August 28, 2009Common Stock, $1 par value
    
    16,519,195










---



##### 



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
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    28Item 1A. Risk Factors
    
    
    28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    37Item 3. Defaults Upon Senior Securities
    
    
    38Item 4. Submission of Matters to a Vote of Security Holders
    
    
    38Item 5. Other Information
    
    
    38Item 6. Exhibits
    
    
    38Signatures
    
    
    40EX-31.1EX-31.2EX-32
  2




---



##### Table of Contents



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 half fiscal 2009
    
    26 weeks ended August 1, 2009First half fiscal 2008
    
    26 weeks ended August 2, 2008Fourth quarter fiscal 2009
    
    13 weeks ending January 30, 2010Third quarter fiscal 2009
    
    13 weeks ending 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




---



##### 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)
 Second
    
    Second
    
    First
    
    FirstQuarter
    
    Quarter
    
    Half
    
    HalfFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Net sales
    
    $
    192,887
    
    
    $
    230,520
    
    
    $
    409,618
    
    
    $
    503,462Cost of goods sold
    
    
    114,344
    
    
    
    133,849
    
    
    
    241,304
    
    
    
    290,482Gross profit
    
    
    78,543
    
    
    
    96,671
    
    
    
    168,314
    
    
    
    212,980SG&A
    
    
    73,637
    
    
    
    88,972
    
    
    
    152,320
    
    
    
    188,606Amortization and impairment of intangible assets
    
    
    315
    
    
    
    4,058
    
    
    
    623
    
    
    
    4,84673,952
    
    
    
    93,030
    
    
    
    152,943
    
    
    
    193,452Royalties and other operating income
    
    
    2,916
    
    
    
    4,351
    
    
    
    5,385
    
    
    
    8,539Operating income
    
    
    7,507
    
    
    
    7,992
    
    
    
    20,756
    
    
    
    28,067Interest expense, net
    
    
    6,245
    
    
    
    5,985
    
    
    
    10,810
    
    
    
    12,317Earnings before income taxes
    
    
    1,262
    
    
    
    2,007
    
    
    
    9,946
    
    
    
    15,750Income taxes
    
    
    729
    
    
    
    534
    
    
    
    2,901
    
    
    
    4,760Net earnings
    
    $
    533
    
    
    $
    1,473
    
    
    $
    7,045
    
    
    $
    10,990Net earnings per common share:Basic
    
    $
    0.03
    
    
    $
    0.09
    
    
    $
    0.45
    
    
    $
    0.70Diluted
    
    $
    0.03
    
    
    $
    0.09
    
    
    $
    0.45
    
    
    $
    0.69Weighted average common shares outstanding:Basic
    
    
    15,565
    
    
    
    15,578
    
    
    
    15,543
    
    
    
    15,778Dilution
    
    
    109
    
    
    
    75
    
    
    
    68
    
    
    
    90Diluted
    
    
    15,674
    
    
    
    15,653
    
    
    
    15,611
    
    
    
    15,868Dividends declared per common share
    
    $
    0.09
    
    
    $
    0.18
    
    
    $
    0.18
    
    
    $
    0.36
  4




---



##### Table of Contents



OXFORD INDUSTRIES, INC.


CONDENSED CONSOLIDATED BALANCE SHEETS


(UNAUDITED)  (in thousands, except par amounts)
 August 1,
    
    January 31,
    
    August 2,2009
    
    2009
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    5,461
    
    
    $
    3,290
    
    
    $
    5,243Receivables, net
    
    
    78,467
    
    
    
    78,567
    
    
    
    96,463Inventories, net
    
    
    97,378
    
    
    
    129,159
    
    
    
    129,904Prepaid expenses
    
    
    19,395
    
    
    
    17,273
    
    
    
    22,026Total current assets
    
    
    200,701
    
    
    
    228,289
    
    
    
    253,636Property, plant and equipment, net
    
    
    86,365
    
    
    
    89,026
    
    
    
    94,471Goodwill, net
    
    
    
    
    
    
    
    
    
    
    257,699Intangible assets, net
    
    
    138,880
    
    
    
    135,999
    
    
    
    225,612Other non-current assets, net
    
    
    22,932
    
    
    
    20,180
    
    
    
    27,866Total Assets
    
    $
    448,878
    
    
    $
    473,494
    
    
    $
    859,284LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable and other accrued expenses
    
    $
    75,827
    
    
    $
    87,723
    
    
    $
    97,638Accrued compensation
    
    
    11,132
    
    
    
    14,027
    
    
    
    14,802Short-term debt and current maturities of long-term debt
    
    
    20,417
    
    
    
    5,083
    
    
    
    3,027Total current liabilities
    
    
    107,376
    
    
    
    106,833
    
    
    
    115,467Long-term debt, less current maturities
    
    
    160,357
    
    
    
    194,187
    
    
    
    218,604Other non-current liabilities
    
    
    46,804
    
    
    
    47,244
    
    
    
    52,724Non-current deferred income taxes
    
    
    30,013
    
    
    
    32,111
    
    
    
    59,046Commitments and contingenciesShareholders Equity:Common stock, $1.00 par value; 60,000 authorized and
16,520 issued and outstanding at August 1, 2009; 15,866
issued and outstanding at January 31, 2009; and 15,858
issued and outstanding at August 2, 2008
    
    
    16,520
    
    
    
    15,866
    
    
    
    15,858Additional paid-in capital
    
    
    89,253
    
    
    
    88,425
    
    
    
    86,300Retained earnings
    
    
    20,561
    
    
    
    16,433
    
    
    
    298,947Accumulated other comprehensive income (loss)
    
    
    (22,006
    )
    
    
    (27,605
    )
    
    
    12,338Total shareholders equity
    
    
    104,328
    
    
    
    93,119
    
    
    
    413,443Total Liabilities and Shareholders Equity
    
    $
    448,878
    
    
    $
    473,494
    
    
    $
    859,284
  5




---



##### Table of Contents



OXFORD INDUSTRIES, INC.


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)
(in thousands)
 First Half
    
    First HalfFiscal 2009
    
    Fiscal 2008Cash Flows From Operating Activities:Net earnings
    
    $
    7,045
    
    
    $
    10,990Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation
    
    
    9,259
    
    
    
    9,983Amortization of intangible assets
    
    
    623
    
    
    
    4,846Amortization of deferred financing costs and bond discount
    
    
    2,392
    
    
    
    1,307Stock compensation expense
    
    
    1,637
    
    
    
    1,667Loss on sale of property, plant and equipment
    
    
    42
    
    
    
    294Equity method investment income
    
    
    (590
    )
    
    
    (329
    )Deferred income taxes
    
    
    (2,650
    )
    
    
    (1,596
    )Changes in working capital:Receivables
    
    
    2,574
    
    
    
    8,983Inventories
    
    
    34,389
    
    
    
    28,907Prepaid expenses
    
    
    (2,255
    )
    
    
    (3,555
    )Current liabilities
    
    
    (17,601
    )
    
    
    (3,246
    )Other non-current assets
    
    
    747
    
    
    
    2,070Other non-current liabilities
    
    
    (506
    )
    
    
    1,823Net cash provided by operating activities
    
    
    35,106
    
    
    
    62,144Cash Flows From Investing Activities:Investments in unconsolidated entities
    
    
    
    
    
    
    (446
    )Purchases of property, plant and equipment
    
    
    (5,840
    )
    
    
    (12,280
    )Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    4Net cash used in investing activities
    
    
    (5,840
    )
    
    
    (12,722
    )Cash Flows From Financing Activities:Repayment of revolving credit arrangements
    
    
    (138,135
    )
    
    
    (161,870
    )Proceeds from revolving credit arrangements
    
    
    138,859
    
    
    
    111,115Repurchase of 8 7/8% Senior Unsecured Notes
    
    
    (166,805
    )
    
    
    Proceeds from the issuance of 11 3/8% Senior Secured Notes
    
    
    146,029
    
    
    
    Proceeds from issuance of common stock
    
    
    193
    
    
    
    53Payments of debt issuance costs
    
    
    (4,878
    )
    
    
    Dividends on common stock
    
    
    (2,919
    )
    
    
    (8,701
    )Net cash used in financing activities
    
    
    (27,656
    )
    
    
    (59,403
    )Net change in cash and cash equivalents
    
    
    1,610
    
    
    
    (9,981
    )Effect of foreign currency translation on cash and cash equivalents
    
    
    561
    
    
    
    312Cash and cash equivalents at the beginning of year
    
    
    3,290
    
    
    
    14,912Cash and cash equivalents at the end of period
    
    $
    5,461
    
    
    $
    5,243Supplemental disclosure of cash flow information:Cash paid for interest, net
    
    $
    9,626
    
    
    $
    11,186Cash paid for income taxes
    
    $
    7,088
    
    
    $
    9,660
  6




---



##### Table of Contents



OXFORD INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SECOND QUARTER OF FISCAL 2009
 1.
    
    Basis of Presentation:The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in
the United States 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 accounting principles generally accepted in the United States. 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 September 3, 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 August 1, 2009.
 Recently Adopted Standards:In December 2007, the FASB issued SFAS No. 141 (Revised), Business Combinations (SFAS 141R).
SFAS 141R provides guidance for accounting for acquisitions subsequent to the date of adoption.
SFAS 141R requires that (1) 100% of the fair value of acquired assets and liabilities, with limited
exceptions, be recognized even if the acquiror has not acquired 100% of the acquired entity, (2)
contingent consideration is recorded at estimated fair value on the date of acquisition rather than
being recognized as earned, (3) transaction costs are expensed as incurred rather than being
capitalized as part of the fair value of the acquired entity, (4) pre-acquisition contingencies be
recorded at the estimated fair value on the date of acquisition, (5) the criteria for accruing for
a restructuring plan must be met as of the date of acquisition and (6) acquired research and
development value is not expensed but instead is capitalized as an indefinite-lived intangible
asset, subject to periodic impairment testing. We adopted SFAS 141R in the first quarter of fiscal
2009. As we did not complete any business combinations in the first half of fiscal 2009, the
adoption of SFAS 141R had no impact on our condensed consolidated financial statements for that
period. We expect that SFAS 141R would have an impact on our accounting for future business
combinations.In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which
defines fair value, establishes a framework for measuring fair value in accordance with accounting
principles generally accepted in the United States, and expands disclosures about fair value
measurements. SFAS 157, as amended, was effective for us on February 3, 2008 for all financial
assets and liabilities and for nonfinancial assets and liabilities recognized or disclosed at fair
value in our condensed consolidated financial statements on a recurring basis (at least annually).
For all other nonfinancial assets and liabilities, SFAS 157 was effective for us on February 1,
2009. The adoption of SFAS 157 did not have a material impact on our condensed consolidated
financial statements.In April 2009, the FASB issued FASB Staff Position No. 107-1 and APB 28-1, Interim Disclosures
about Fair Value of Financial Instruments (FSP 107-1). FSP 107-1 requires disclosures about the
fair value of financial instruments in interim reporting periods of publicly traded companies as
well as in annual financial statements. FSP 107-1 was effective for interim periods ended after
June 15, 2009. Our financial instruments consist primarily of cash and cash equivalents, accounts
receivable, accounts payable and long-term debt. Given their short-term nature, the carrying amount
of cash and cash equivalents, receivables and accounts payable approximate their fair values. The
carrying amounts of our variable-rate borrowings approximate fair value. Given the limited trading
activity of our fixed rate debt it is impracticable to estimate the fair value of this debt as of
August 1, 2009. The significant terms of our variable rate and fixed rate debt which would be used
in estimating the fair value of those instruments are disclosed in Note 5. Accordingly, the
adoption of FSP 107-1 in the second quarter of fiscal 2009 did not have a material impact on our
condensed consolidated financial statements.In June 2008, the FASB issued FSP Emerging Issues Task Force 03-6-1, Determining Whether
Instruments Granted in Share-Based Payment Transactions are Participating Securities (FSP EITF
03-6-1). FSP EITF 03-6-1 clarifies that unvested share-based payment awards that contain
nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are
participating securities and are to be included in the computation of earnings per share under the
two-class method described in SFAS No. 128, Earnings Per Share. FSP EITF 03-6-1 was effective for
us on February 1, 2009 and requires all prior-period earnings per share data that is presented to
be adjusted retrospectively. The adoption of FSP EITF 03-6-1 did not have a material impact on our condensed consolidated financial
statements in the first half of fiscal 2009
 7




---



##### Table of Contents



In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165). SFAS 165 does not
result in significant changes in the subsequent events that an entity reports in its financial
statements. SFAS 165 requires the disclosure of the date through which an entity has evaluated
subsequent events and the basis for that date, that is, whether that date represents the date the
financial statements were issued or were available to be issued. SFAS 165 was effective for the
second quarter of fiscal 2009, and the required disclosure has been included in Basis of
Presentation above. The adoption of SFAS 165 did not have a material impact on our condensed
consolidated financial statements.
 2.
    
    Inventories:The components of inventories as of the dates specified are summarized as
follows (in thousands):
 August 1,
    
    January 31,
    
    August 2,2009
    
    2009
    
    2008Finished goods
    
    $
    117,531
    
    
    $
    146,200
    
    
    $
    145,453Work in process
    
    
    5,677
    
    
    
    6,440
    
    
    
    11,126Fabric, trim and supplies
    
    
    6,568
    
    
    
    8,917
    
    
    
    13,139LIFO reserve
    
    
    (32,398
    )
    
    
    (32,398
    )
    
    
    (39,814
    )Total
    
    $
    97,378
    
    
    $
    129,159
    
    
    $
    129,904
 3.
    
    Comprehensive Income:Comprehensive income, which reflects the effects of foreign currency
translation adjustments, is calculated as follows for the periods presented (in thousands):
 Second Quarter
    
    Second Quarter
    
    First Half
    
    First HalfFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Net earnings
    
    $
    533
    
    
    $
    1,473
    
    
    $
    7,045
    
    
    $
    10,990Gain (loss) on
foreign currency
translation, net of
tax
    
    
    4,326
    
    
    
    (743
    )
    
    
    5,599
    
    
    
    (725
    )Comprehensive income
    
    $
    4,859
    
    
    $
    730
    
    
    $
    12,644
    
    
    $
    10,265
 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, 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 $39.8 million as of August 1, 2009, January 31, 2009 and August 2, 2008,
respectively.
 The table below presents certain information about our operating groups (in thousands).
 Second Quarter
    
    Second Quarter
    
    First Half
    
    First HalfFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Net SalesTommy Bahama
    
    $
    94,439
    
    
    $
    112,007
    
    
    $
    192,859
    
    
    $
    241,265Ben Sherman
    
    
    23,627
    
    
    
    32,495
    
    
    
    47,846
    
    
    
    69,082Lanier Clothes
    
    
    25,204
    
    
    
    28,184
    
    
    
    56,711
    
    
    
    66,871Oxford Apparel
    
    
    49,464
    
    
    
    58,024
    
    
    
    112,668
    
    
    
    126,708Corporate and Other
    
    
    153
    
    
    
    (190
    )
    
    
    (466
    )
    
    
    (464
    )Total
    
    $
    192,887
    
    
    $
    230,520
    
    
    $
    409,618
    
    
    $
    503,462DepreciationTommy Bahama
    
    $
    3,643
    
    
    $
    3,944
    
    
    $
    7,305
    
    
    $
    7,668Ben Sherman
    
    
    606
    
    
    
    584
    
    
    
    1,161
    
    
    
    1,176Lanier Clothes
    
    
    135
    
    
    
    385
    
    
    
    280
    
    
    
    574Oxford Apparel
    
    
    195
    
    
    
    229
    
    
    
    399
    
    
    
    456Corporate and Other
    
    
    57
    
    
    
    55
    
    
    
    114
    
    
    
    109Total
    
    $
    4,636
    
    
    $
    5,197
    
    
    $
    9,259
    
    
    $
    9,983
 8




---



##### Table of Contents



Second Quarter
    
    Second Quarter
    
    First Half
    
    First HalfFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Amortization and
Impairment of
Intangible AssetsTommy Bahama
    
    $
    222
    
    
    $
    354
    
    
    $
    444
    
    
    $
    709Ben Sherman
    
    
    84
    
    
    
    359
    
    
    
    160
    
    
    
    720Lanier Clothes
    
    
    
    
    
    
    2,237
    
    
    
    
    
    
    
    2,267Oxford Apparel
    
    
    9
    
    
    
    1,108
    
    
    
    19
    
    
    
    1,150Total
    
    $
    315
    
    
    $
    4,058
    
    
    $
    623
    
    
    $
    4,846Operating Income (Loss)Tommy Bahama
    
    $
    13,379
    
    
    $
    18,143
    
    
    $
    25,629
    
    
    $
    37,626Ben Sherman
    
    
    (6,308
    )
    
    
    (2,002
    )
    
    
    (8,284
    )
    
    
    (1,747
    )Lanier Clothes
    
    
    2,701
    
    
    
    (11,355
    )
    
    
    5,438
    
    
    
    (11,376
    )Oxford Apparel
    
    
    4,129
    
    
    
    3,738
    
    
    
    9,322
    
    
    
    9,063Corporate and Other
    
    
    (6,394
    )
    
    
    (532
    )
    
    
    (11,349
    )
    
    
    (5,499
    )Total Operating Income
    
    $
    7,507
    
    
    $
    7,992
    
    
    $
    20,756
    
    
    $
    28,067Interest Expense, net
    
    
    6,245
    
    
    
    5,985
    
    
    
    10,810
    
    
    
    12,317Earnings Before Income
Taxes
    
    $
    1,262
    
    
    $
    2,007
    
    
    $
    9,946
    
    
    $
    15,750
 August 1, 2009
    
    January 31, 2009
    
    August 2, 2008AssetsTommy Bahama
    
    $
    259,894
    
    
    $
    283,427
    
    
    $
    497,042Ben Sherman
    
    
    85,848
    
    
    
    74,114
    
    
    
    210,019Lanier Clothes
    
    
    40,756
    
    
    
    49,988
    
    
    
    69,324Oxford Apparel
    
    
    69,881
    
    
    
    72,731
    
    
    
    91,093Corporate and Other
    
    
    (7,501
    )
    
    
    (6,766
    )
    
    
    (8,194
    )Total
    
    $
    448,878
    
    
    $
    473,494
    
    
    $
    859,284
 5.
    
    Debt:The following table details our debt (in thousands) as of the dates specified:
 August 1,
    
    January 31,
    
    August 2,2009
    
    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 (3.25% 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)(2)
    
    $
    24,277
    
    
    $
    27,722
    
    
    $
    $280 million U.S.
Secured Revolving
Credit Facility
(Prior Credit
Agreement), which
accrued interest,
unused line fees and
letter of credit fees
based upon a pricing
grid tied to certain
debt ratios, required
interest payments
monthly with principal
due at maturity and
was collateralized by
substantially all of
the assets of Oxford
Industries, Inc. and
its consolidated
domestic subsidiaries
(1)
    
    
    
    
    
    
    
    
    
    
    19,100
 9




---



##### Table of Contents



August 1,
    
    January 31,
    
    August 2,2009
    
    2009
    
    2008£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
August 1, 2009), requires interest payments monthly
with principal payable on demand and is collateralized
by substantially all of the United Kingdom assets of
Ben Sherman
    
    
    10,417
    
    
    
    5,083
    
    
    
    3,02711.375% 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 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 (3)
    
    
    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 (3)
    
    
    
    
    
    
    166,805
    
    
    
    200,000Unamortized discount (3)
    
    
    (3,920
    )
    
    
    (340
    )
    
    
    (496
    )Total debt
    
    
    180,774
    
    
    
    199,270
    
    
    
    221,631Short-term debt and current maturities of long-term debt
    
    
    (20,417
    )
    
    
    (5,083
    )
    
    
    (3,027
    )Long-term debt, less current maturities
    
    $
    160,357
    
    
    $
    194,187
    
    
    $
    218,604
 
 (1)
    
    In August 2008, we entered into the U.S. Revolving Credit Agreement by amending and restating
the Prior Credit Agreement.(2)
    
    $14.3 million of the $24.3 million outstanding under the U.S. Revolving Credit Agreement at
August 1, 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.(3)
    
    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 operations.
 6.
    
    Restructuring Charges and Other Unusual Items:
 Fiscal 2009:During the second quarter of fiscal 2009, we incurred approximately $1.4 million of charges related
to the impact of certain restructuring initiatives in our Ben Sherman operating group,
substantially all of which were included in SG&A in our condensed consolidated statements of
operations. The restructuring charges primarily relate to our exit from, and subsequent licensing
of, the Ben Sherman footwear operations as well as other streamlining initiatives and primarily
consist of employee termination costs and certain contract termination costs. All such costs are
expected to be paid during fiscal 2009.Fiscal 2008:During the second quarter of fiscal 2008, we incurred approximately $8.9 million of charges related
to the restructuring in our Lanier Clothes and Oxford Apparel operating groups. In addition to
these restructuring charges, we recognized other unusual items totaling a charge of $0.3 million
and a net benefit of $1.2 million in Lanier Clothes and Oxford Apparel, respectively, substantially
all of which was reflected in SG&A in our condensed consolidated statements of operations.
 10




---



##### Table of Contents



During the second quarter of fiscal 2008, Lanier Clothes incurred restructuring charges
totaling approximately $9.2 million primarily associated with our exit from certain license
agreements relating to the Nautica® and Oscar de la Renta® brands and the restructuring
of our Arnold Brant® business. These charges include costs associated with the disposal of
inventory, payments related to license termination, the impairment of intangible assets associated
with the Arnold Brant business, severance costs and the impairment of certain property, plant and
equipment. Approximately $2.5 million and $2.2 million of these charges were recorded in SG&A and
amortization and impairment of intangible assets, respectively, with the remaining charges being
recognized in net sales and cost of goods sold in our condensed consolidated statements of
operations. Approximately $1.9 million of the $9.2 million
of charges for Lanier Clothes was
reversed in cost of goods sold in Corporate and Other as part of LIFO accounting.Additionally, Oxford Apparel incurred certain restructuring charges totaling approximately $1.6
million during the second quarter of fiscal 2008 associated with the decision to exit the Solitude
business. These charges include costs associated with the disposal of inventory which are
classified as a reduction to net sales and the impairment of intangible assets of $1.1 million
associated with the Solitude business which is included in amortization and impairment of
intangible assets in our condensed consolidated statements of operations. The net benefit related
to the other unusual items of $1.2 million in Oxford Apparel was primarily related to the
resolution of a contingent liability and the sale of a trademark partially offset by an increase in
our bad debt reserve due to certain customers bankruptcy filings in the second quarter of fiscal
2008.
 7.
    
    Consolidating Financial Data of Subsidiary Guarantors:Our 11 3/8% Senior Secured Notes are
guaranteed by substantially all of our wholly-owned 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 August 1, 2009, January 31, 2009 and August 2, 2008 (in
thousands); our condensed consolidating statements of operations for the second quarter and
first half of fiscal 2009 and the second quarter and first half of fiscal 2008 (in thousands);
and our condensed consolidating statements of cash flows for the first half of fiscal 2009 and
first half of fiscal 2008 (in thousands).
 OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
August 1, 2009
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    1,675
    
    
    $
    
    
    
    $
    3,786
    
    
    $
    
    
    
    $
    5,461Receivables, net
    
    
    37,314
    
    
    
    10,752
    
    
    
    38,882
    
    
    
    (8,481
    )
    
    
    78,467Inventories
    
    
    21,500
    
    
    
    58,525
    
    
    
    19,105
    
    
    
    (1,752
    )
    
    
    97,378Prepaid expenses
    
    
    5,806
    
    
    
    9,068
    
    
    
    3,977
    
    
    
    544
    
    
    
    19,395Total current assets
    
    
    66,295
    
    
    
    78,345
    
    
    
    65,750
    
    
    
    (9,689
    )
    
    
    200,701Property, plant and equipment, net
    
    
    9,793
    
    
    
    70,320
    
    
    
    6,252
    
    
    
    
    
    
    
    86,365Intangible assets, net
    
    
    47
    
    
    
    113,616
    
    
    
    25,217
    
    
    
    
    
    
    
    138,880Other non-current assets, net
    
    
    473,815
    
    
    
    145,802
    
    
    
    35,273
    
    
    
    (631,958
    )
    
    
    22,932Total Assets
    
    $
    549,950
    
    
    $
    408,083
    
    
    $
    132,492
    
    
    $
    (641,647
    )
    
    $
    448,878LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    37,644
    
    
    $
    29,710
    
    
    $
    47,518
    
    
    $
    (7,496
    )
    
    $
    107,376Long-term debt, less current portion
    
    
    160,357
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    160,357Non-current liabilities
    
    
    251,608
    
    
    
    (205,878
    )
    
    
    110,229
    
    
    
    (109,155
    )
    
    
    46,804Non-current deferred income taxes
    
    
    (3,987
    )
    
    
    27,305
    
    
    
    6,695
    
    
    
    
    
    
    
    30,013Total shareholders/invested equity
    
    
    104,328
    
    
    
    556,946
    
    
    
    (31,950
    )
    
    
    (524,996
    )
    
    
    104,328Total Liabilities and Shareholders Equity
    
    $
    549,950
    
    
    $
    408,083
    
    
    $
    132,492
    
    
    $
    (641,647
    )
    
    $
    448,878
 11




---



##### Table of Contents



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
    
    
    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
    )
    
    $
    473,494August 2, 2008Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    2,640
    
    
    $
    1,373
    
    
    $
    1,230
    
    
    $
    
    
    
    $
    5,243Receivables, net
    
    
    39,955
    
    
    
    31,826
    
    
    
    33,262
    
    
    
    (8,580
    )
    
    
    96,463Inventories
    
    
    56,114
    
    
    
    54,002
    
    
    
    21,333
    
    
    
    (1,545
    )
    
    
    129,904Prepaid expenses
    
    
    9,185
    
    
    
    8,560
    
    
    
    4,281
    
    
    
    
    
    
    
    22,026Total current assets
    
    
    107,894
    
    
    
    95,761
    
    
    
    60,106
    
    
    
    (10,125
    )
    
    
    253,636Property, plant and equipment, net
    
    
    8,580
    
    
    
    79,579
    
    
    
    6,312
    
    
    
    
    
    
    
    94,471Goodwill, net
    
    
    1,847
    
    
    
    168,932
    
    
    
    86,920
    
    
    
    
    
    
    
    257,699Intangible assets, net
    
    
    85
    
    
    
    131,869
    
    
    
    93,658
    
    
    
    
    
    
    
    225,612Other non-current assets, net
    
    
    836,301
    
    
    
    150,366
    
    
    
    35,507
    
    
    
    (994,308
    )
    
    
    27,866Total Assets
    
    $
    954,707
    
    
    $
    626,507
    
    
    $
    282,503
    
    
    $
    (1,004,433
    )
    
    $
    859,284LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    41,424
    
    
    $
    43,492
    
    
    $
    38,843
    
    
    $
    (8,292
    )
    
    $
    115,467Long-term debt, less current portion
    
    
    218,604
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    218,604Non-current liabilities
    
    
    285,500
    
    
    
    (233,353
    )
    
    
    110,001
    
    
    
    (109,424
    )
    
    
    52,724Non-current deferred income taxes
    
    
    (4,264
    )
    
    
    37,010
    
    
    
    26,012
    
    
    
    288
    
    
    
    59,046Total shareholders/invested equity
    
    
    413,443
    
    
    
    779,358
    
    
    
    107,647
    
    
    
    (887,005
    )
    
    
    413,443Total Liabilities and Shareholders Equity
    
    $
    954,707
    
    
    $
    626,507
    
    
    $
    282,503
    
    
    $
    (1,004,433
    )
    
    $
    859,284
 12




---



##### Table of Contents



OXFORD INDUSTRIES, INC.


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS


Second Quarter Fiscal 2009
 Oxford
    
    
    
    
    
    
    SubsidiaryIndustries
    
    
    Subsidiary
    
    
    Non-
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalNet sales
    
    $
    74,081
    
    
    $
    102,239
    
    
    $
    25,848
    
    
    $
    (9,281
    )
    
    $
    192,887Cost of goods sold
    
    
    61,100
    
    
    
    42,965
    
    
    
    14,596
    
    
    
    (4,317
    )
    
    
    114,344Gross profit
    
    
    12,981
    
    
    
    59,274
    
    
    
    11,252
    
    
    
    (4,964
    )
    
    
    78,543SG&A including amortization and impairment of intangible assets
    
    
    11,175
    
    
    
    52,187
    
    
    
    15,821
    
    
    
    (5,231
    )
    
    
    73,952Royalties and other operating income (loss)
    
    
    22
    
    
    
    2,057
    
    
    
    1,203
    
    
    
    (366
    )
    
    
    2,916Operating income (loss)
    
    
    1,828
    
    
    
    9,144
    
    
    
    (3,366
    )
    
    
    (99
    )
    
    
    7,507Interest (income) expense, net
    
    
    6,684
    
    
    
    (1,370
    )
    
    
    931
    
    
    
    
    
    
    
    6,245Income (loss) from equity investment
    
    
    4,594
    
    
    
    
    
    
    
    
    
    
    
    (4,594
    )
    
    
    Earnings (loss) before income taxes
    
    
    (262
    )
    
    
    10,514
    
    
    
    (4,297
    )
    
    
    (4,693
    )
    
    
    1,262Income taxes (benefit)
    
    
    (859
    )
    
    
    2,821
    
    
    
    (1,199
    )
    
    
    (34
    )
    
    
    729Net earnings (loss)
    
    $
    597
    
    
    $
    7,693
    
    
    $
    (3,098
    )
    
    $
    (4,659
    )
    
    $
    533First Half Fiscal 2009Oxford
    
    
    
    
    
    
    SubsidiaryIndustries
    
    
    Subsidiary
    
    
    Non-
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalNet sales
    
    $
    166,874
    
    
    $
    210,304
    
    
    $
    51,133
    
    
    $
    (18,693
    )
    
    $
    409,618Cost of goods sold
    
    
    135,769
    
    
    
    88,929
    
    
    
    25,384
    
    
    
    (8,778
    )
    
    
    241,304Gross profit
    
    
    31,105
    
    
    
    121,375
    
    
    
    25,749
    
    
    
    (9,915
    )
    
    
    168,314SG&A including amortization and impairment of intangible assets
    
    
    25,162
    
    
    
    109,221
    
    
    
    29,800
    
    
    
    (11,240
    )
    
    
    152,943Royalties and other operating income (loss)
    
    
    34
    
    
    
    4,276
    
    
    
    2,184
    
    
    
    (1,109
    )
    
    
    5,385Operating income (loss)
    
    
    5,977
    
    
    
    16,430
    
    
    
    (1,867
    )
    
    
    216
    
    
    
    20,756Interest (income) expense, net
    
    
    11,640
    
    
    
    (2,717
    )
    
    
    1,887
    
    
    
    
    
    
    
    10,810Income (loss) from equity investment
    
    
    11,550
    
    
    
    
    
    
    
    
    
    
    
    (11,550
    )
    
    
    Earnings (loss) before income taxes
    
    
    5,887
    
    
    
    19,147
    
    
    
    (3,754
    )
    
    
    (11,334
    )
    
    
    9,946Income taxes (benefit)
    
    
    (1,018
    )
    
    
    5,084
    
    
    
    (1,241
    )
    
    
    76
    
    
    
    2,901Net earnings (loss)
    
    $
    6,905
    
    
    $
    14,063
    
    
    $
    (2,513
    )
    
    $
    (11,410
    )
    
    $
    7,045
 13




---



##### Table of Contents



OXFORD INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS


Second Quarter Fiscal 2008
 Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalNet sales
    
    $
    85,018
    
    
    $
    120,331
    
    
    $
    33,847
    
    
    $
    (8,676
    )
    
    $
    230,520Cost of goods sold
    
    
    68,419
    
    
    
    52,921
    
    
    
    15,559
    
    
    
    (3,050
    )
    
    
    133,849Gross profit
    
    
    16,599
    
    
    
    67,410
    
    
    
    18,288
    
    
    
    (5,626
    )
    
    
    96,671SG&A including amortization and
impairment of intangible assets
    
    
    18,677
    
    
    
    61,102
    
    
    
    19,319
    
    
    
    (6,068
    )
    
    
    93,030Royalties and other operating
income (loss)
    
    
    508
    
    
    
    3,023
    
    
    
    1,479
    
    
    
    (659
    )
    
    
    4,351Operating income (loss)
    
    
    (1,570
    )
    
    
    9,331
    
    
    
    448
    
    
    
    (217
    )
    
    
    7,992Interest (income) expense, net
    
    
    6,502
    
    
    
    (3,052
    )
    
    
    2,535
    
    
    
    
    
    
    
    5,985Income from equity investment
    
    
    7,395
    
    
    
    
    
    
    
    
    
    
    
    (7,395
    )
    
    
    Earnings (loss) before income taxes
    
    
    (677
    )
    
    
    12,383
    
    
    
    (2,087
    )
    
    
    (7,612
    )
    
    
    2,007Income taxes (benefit)
    
    
    (2,292
    )
    
    
    3,010
    
    
    
    (108
    )
    
    
    (76
    )
    
    
    534Net earnings (loss)
    
    $
    1,615
    
    
    $
    9,373
    
    
    $
    (1,979
    )
    
    $
    (7,536
    )
    
    $
    1,473First Half Fiscal 2008Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalNet sales
    
    $
    190,394
    
    
    $
    259,108
    
    
    $
    74,253
    
    
    $
    (20,293
    )
    
    $
    503,462Cost of goods sold
    
    
    151,681
    
    
    
    114,851
    
    
    
    32,109
    
    
    
    (8,159
    )
    
    
    290,482Gross profit
    
    
    38,713
    
    
    
    144,257
    
    
    
    42,144
    
    
    
    (12,134
    )
    
    
    212,980SG&A including amortization and
impairment of intangible assets
    
    
    38,676
    
    
    
    127,842
    
    
    
    39,904
    
    
    
    (12,970
    )
    
    
    193,452Royalties and other income (loss)
    
    
    537
    
    
    
    5,934
    
    
    
    3,189
    
    
    
    (1,121
    )
    
    
    8,539Operating income (loss)
    
    
    574
    
    
    
    22,349
    
    
    
    5,429
    
    
    
    (285
    )
    
    
    28,067Interest (income) expense, net
    
    
    13,518
    
    
    
    (6,061
    )
    
    
    4,860
    
    
    
    
    
    
    
    12,317Income from equity investment
    
    
    20,521
    
    
    
    
    
    
    
    
    
    
    
    (20,521
    )
    
    
    Earnings (loss) before income taxes
    
    
    7,577
    
    
    
    28,410
    
    
    
    569
    
    
    
    (20,806
    )
    
    
    15,750Income taxes (benefit)
    
    
    (3,598
    )
    
    
    7,993
    
    
    
    465
    
    
    
    (100
    )
    
    
    4,760Net earnings (loss)
    
    $
    11,175
    
    
    $
    20,417
    
    
    $
    104
    
    
    $
    (20,706
    )
    
    $
    10,990
 14




---



##### Table of Contents



OXFORD INDUSTRIES, INC.


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


First Half 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
    
    $
    (97
    )
    
    $
    35,965
    
    
    $
    (762
    )
    
    $
    
    
    
    $
    35,106Cash Flows from Investing Activities:Purchases of property, plant and
equipment
    
    
    (1,496
    )
    
    
    (3,212
    )
    
    
    (1,132
    )
    
    
    
    
    
    
    (5,840
    )Net cash (used in) provided by
investing activities
    
    
    (1,496
    )
    
    
    (3,212
    )
    
    
    (1,132
    )
    
    
    
    
    
    
    (5,840
    )Cash Flows from Financing Activities:Change in debt
    
    
    (24,221
    )
    
    
    
    
    
    
    4,169
    
    
    
    
    
    
    
    (20,052
    )Payments of debt issuance costs
    
    
    (4,878
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,878
    )Proceeds from issuance of common stock
    
    
    193
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    193Change in intercompany payable
    
    
    33,566
    
    
    
    (33,290
    )
    
    
    (276
    )
    
    
    
    
    
    
    Dividends on common stock
    
    
    (2,919
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,919
    )Net cash (used in) provided by
financing activities
    
    
    1,741
    
    
    
    (33,290
    )
    
    
    3,893
    
    
    
    
    
    
    
    (27,656
    )Net change in Cash and Cash Equivalents
    
    
    148
    
    
    
    (537
    )
    
    
    1,999
    
    
    
    
    
    
    
    1,610Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    561
    
    
    
    
    
    
    
    561Cash and Cash Equivalents at the
Beginning of Period
    
    
    1,527
    
    
    
    537
    
    
    
    1,226
    
    
    
    
    
    
    
    3,290Cash and Cash Equivalents at the End of
Period
    
    $
    1,675
    
    
    $
    
    
    
    $
    3,786
    
    
    $
    
    
    
    $
    5,461First Half Fiscal 2008Oxford
    
    
    
    
    
    SubsidiaryIndustries
    
    Subsidiary
    
    Non-
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Guarantors
    
    Adjustments
    
    TotalCash Flows From Operating Activities:Net cash (used in) provided by
operating activities
    
    $
    18,446
    
    
    $
    49,576
    
    
    $
    (5,942
    )
    
    $
    64
    
    
    $
    62,144Cash Flows from Investing Activities:Investment in unconsolidated entity
    
    
    
    
    
    
    (408
    )
    
    
    (38
    )
    
    
    
    
    
    
    (446
    )Purchases of property, plant and
equipment
    
    
    (1,658
    )
    
    
    (10,297
    )
    
    
    (325
    )
    
    
    
    
    
    
    (12,280
    )Proceeds from sale of property, plant
and equipment
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Net cash (used in) provided by
investing activities
    
    
    (1,654
    )
    
    
    (10,705
    )
    
    
    (363
    )
    
    
    
    
    
    
    (12,722
    )Cash Flows from Financing Activities:Change in debt
    
    
    (53,799
    )
    
    
    (1
    )
    
    
    3,045
    
    
    
    
    
    
    
    (50,755
    )Proceeds from issuance of common stock
    
    
    53
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53Change in intercompany payable
    
    
    40,237
    
    
    
    (38,547
    )
    
    
    (1,626
    )
    
    
    (64
    )
    
    
    Dividends on common stock
    
    
    (2,743
    )
    
    
    
    
    
    
    (5,958
    )
    
    
    
    
    
    
    (8,701
    )Net cash (used in) provided by
financing activities
    
    
    (16,252
    )
    
    
    (38,548
    )
    
    
    (4,539
    )
    
    
    (64
    )
    
    
    (59,403
    )Net change in Cash and Cash Equivalents
    
    
    540
    
    
    
    323
    
    
    
    (10,844
    )
    
    
    
    
    
    
    (9,981
    )Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    312
    
    
    
    
    
    
    
    312Cash and Cash Equivalents at the
Beginning of Period
    
    
    2,100
    
    
    
    1,050
    
    
    
    11,762
    
    
    
    
    
    
    
    14,912Cash and Cash Equivalents at the End
of Period
    
    $
    2,640
    
    
    $
    1,373
    
    
    $
    1,230
    
    
    $
    
    
    
    $
    5,243
 15




---



##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
      
    
    Net sales declined across all operating groups from the first half 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 Ben
Sherman restructuring charges totaling approximately $1.4 million in the first half of
fiscal 2009, which were primarily related to our exit from, and subsequent licensing of,
the Ben Sherman footwear 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, 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.
    
    Higher interest expense following issuance of the $150 million aggregate principal amount of 11
3/8% Senior Secured Notes issued in June 2009 as compared to the $200 million aggregate
principal amount of 8 7/8% Senior Unsecured Notes outstanding during the second quarter of
fiscal 2008.
  
    
    Lanier Clothes, Oxford Apparel and Corporate and Other operations for the first half of
fiscal 2008 were impacted by certain restructuring charges totaling $8.9 million and other
unusual items resulting in a net benefit of $0.9 million.
    
    Significant reductions were made in our SG&A across all operating groups as we
streamline our operations and focus on our core businesses during the recent economic conditions.
 16




---



##### 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 Prior Credit Agreement, (2) our repurchase
of $33.2 million of our 8 7/8% Senior Unsecured Notes resulting in a gain of $7.8 million in
December 2008 and (3) 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 August 1, 2009.
  RESULTS OF OPERATIONS
  Second
    
    SecondQuarter
    
    Quarter
    
    Percent
    
    First Half
    
    First Half
    
    PercentFiscal 2009
    
    Fiscal 2008
    
    Change
    
    Fiscal 2009
    
    Fiscal 2008
    
    ChangeNet sales
    
    $
    192,887
    
    
    $
    230,520
    
    
    
    (16.3
    %)
    
    $
    409,618
    
    
    $
    503,462
    
    
    
    (18.6
    %)Cost of goods sold
    
    
    114,344
    
    
    
    133,849
    
    
    
    (14.6
    %)
    
    
    241,304
    
    
    
    290,482
    
    
    
    (16.9
    %)Gross profit
    
    
    78,543
    
    
    
    96,671
    
    
    
    (18.8
    %)
    
    
    168,314
    
    
    
    212,980
    
    
    
    (21.0
    %)SG&A
    
    
    73,637
    
    
    
    88,972
    
    
    
    (17.2
    %)
    
    
    152,320
    
    
    
    188,606
    
    
    
    (19.2
    %)Amortization and
impairment of
intangible assets
    
    
    315
    
    
    
    4,058
    
    
    
    (92.2
    %)
    
    
    623
    
    
    
    4,846
    
    
    
    (87.1
    %)Royalties and other
operating income
    
    
    2,916
    
    
    
    4,351
    
    
    
    (33.0
    %)
    
    
    5,385
    
    
    
    8,539
    
    
    
    (36.9
    %)Operating income
    
    
    7,507
    
    
    
    7,992
    
    
    
    (6.1
    %)
    
    
    20,756
    
    
    
    28,067
    
    
    
    (26.0
    %)Interest expense, net
    
    
    6,245
    
    
    
    5,985
    
    
    
    4.3
    %
    
    
    10,810
    
    
    
    12,317
    
    
    
    (12.2
    %)Earnings before
income taxes
    
    
    1,262
    
    
    
    2,007
    
    
    
    (37.1
    %)
    
    
    9,946
    
    
    
    15,750
    
    
    
    (36.9
    %)Income taxes
    
    
    729
    
    
    
    534
    
    
    
    36.5
    %
    
    
    2,901
    
    
    
    4,760
    
    
    
    (39.1
    %)Net earnings
    
    $
    533
    
    
    $
    1,473
    
    
    
    (63.8
    %)
    
    $
    7,045
    
    
    $
    10,990
    
    
    
    (35.9
    %)
 Percent of Net SalesSecond
    
    SecondQuarter
    
    Quarter
    
    First Half
    
    First HalfFiscal 2009
    
    Fiscal 2008
    
    Fiscal 2009
    
    Fiscal 2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    59.3
    %
    
    
    58.1
    %
    
    
    58.9
    %
    
    
    57.7
    %Gross profit
    
    
    40.7
    %
    
    
    41.9
    %
    
    
    41.1
    %
    
    
    42.3
    %SG&A
    
    
    38.2
    %
    
    
    38.6
    %
    
    
    37.2
    %
    
    
    37.5
    %Amortization and impairment of
intangible assets
    
    
    0.2
    %
    
    
    1.8
    %
    
    
    0.2
    %
    
    
    1.0
    %Royalties and other operating income
    
    
    1.5
    %
    
    
    1.9
    %
    
    
    1.3
    %
    
    
    1.7
    %Operating income
    
    
    3.9
    %
    
    
    3.5
    %
    
    
    5.1
    %
    
    
    5.6
    %Interest expense, net
    
    
    3.2
    %
    
    
    2.6
    %
    
    
    2.6
    %
    
    
    2.4
    %Earnings before
income taxes
    
    
    0.7
    %
    
    
    0.9
    %
    
    
    2.4
    %
    
    
    3.1
    %Income taxes
    
    
    0.4
    %
    
    
    0.2
    %
    
    
    0.7
    %
    
    
    0.9
    %Net earnings
    
    
    0.3
    %
    
    
    0.6
    %
    
    
    1.7
    %
    
    
    2.2
    %
 17




---



##### Table of Contents



OPERATING GROUP INFORMATION
  ®
  ® ® ® ® ® ® ® ® ®
 ® ® ® ® ® ®
   Second
    
    SecondQuarter
    
    Quarter
    
    Percent
    
    First Half
    
    First Half
    
    PercentFiscal 2009
    
    Fiscal 2008
    
    Change
    
    Fiscal 2009
    
    Fiscal 2008
    
    ChangeNet SalesTommy Bahama
    
    $
    94,439
    
    
    $
    112,007
    
    
    
    (15.7
    %)
    
    $
    192,859
    
    
    $
    241,265
    
    
    
    (20.1
    %)Ben Sherman
    
    
    23,627
    
    
    
    32,495
    
    
    
    (27.3
    %)
    
    
    47,846
    
    
    
    69,082
    
    
    
    (30.7
    %)Lanier Clothes
    
    
    25,204
    
    
    
    28,184
    
    
    
    (10.6
    %)
    
    
    56,711
    
    
    
    66,871
    
    
    
    (15.2
    %)Oxford Apparel
    
    
    49,464
    
    
    
    58,024
    
    
    
    (14.8
    %)
    
    
    112,668
    
    
    
    126,708
    
    
    
    (11.1
    %)Corporate and Other
    
    
    153
    
    
    
    (190
    )
    
    
    180.5
    %
    
    
    (466
    )
    
    
    (464
    )
    
    
    (0.4
    %)Total
    
    $
    192,887
    
    
    $
    230,520
    
    
    
    (16.3
    %)
    
    $
    409,618
    
    
    $
    503,462
    
    
    
    (18.6
    %)
 18




---



##### Table of Contents



Second
    
    SecondQuarter
    
    Quarter
    
    Percent
    
    First Half
    
    First Half
    
    PercentFiscal 2009
    
    Fiscal 2008
    
    Change
    
    Fiscal 2009
    
    Fiscal 2008
    
    ChangeOperating IncomeTommy Bahama
    
    $
    13,379
    
    
    $
    18,143
    
    
    
    (26.3
    %)
    
    $
    25,629
    
    
    $
    37,626
    
    
    
    (31.9
    %)Ben Sherman
    
    
    (6,308
    )
    
    
    (2,002
    )
    
    
    (215.1
    %)
    
    
    (8,284
    )
    
    
    (1,747
    )
    
    
    (374.2
    %)Lanier Clothes
    
    
    2,701
    
    
    
    (11,355
    )
    
    
    123.8
    %
    
    
    5,438
    
    
    
    (11,376
    )
    
    
    147.8
    %Oxford Apparel
    
    
    4,129
    
    
    
    3,738
    
    
    
    10.5
    %
    
    
    9,322
    
    
    
    9,063
    
    
    
    2.9
    %Corporate and Other
    
    
    (6,394
    )
    
    
    (532
    )
    
    NM
    
    
    (11,349
    )
    
    
    (5,499
    )
    
    
    (106.4
    %)Total
    
    $
    7,507
    
    
    $
    7,992
    
    
    
    (6.1
    %)
    
    $
    20,756
    
    
    $
    28,067
    
    
    
    (26.0
    %)
  SECOND QUARTER FISCAL 2009 COMPARED TO SECOND QUARTER OF FISCAL 2008
  Net sales
     Gross profit
 19




---



##### Table of Contents



SG&A
 Amortization and impairment of intangible assets
 Royalties and other operating income
 Operating income
     20




---



##### Table of Contents



Interest expense, net
 Income taxes
 Diluted net earnings per common share
 FIRST HALF OF FISCAL 2009 COMPARED TO FIRST HALF OF FISCAL 2008
  Net sales
     21




---



##### Table of Contents



Gross profit
 SG&A
 Amortization and impairment of intangible assets
 Royalties and other operating income
 Operating income
    22




---



##### Table of Contents



Interest expense, net
 Income taxes
 Diluted net earnings per common share
 FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
    First Half
    
    First HalfFiscal 2009
    
    Fiscal 2008Net cash provided by operating activities
    
    $
    35,106
    
    
    $
    62,144Net cash used in investing activities
    
    
    (5,840
    )
    
    
    (12,722
    )Net cash used in financing activities
    
    
    (27,656
    )
    
    
    (59,403
    )
  23




---



##### Table of Contents



Operating Activities
       .
  Investing Activities
   24




---



##### Table of Contents



Financing Activities
   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 (3.25% 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)
    
    $
    24,277£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 August 1, 2009),
requires interest payments monthly with principal payable on
demand and is collateralized by substantially all of the
United Kingdom assets of Ben Sherman
    
    
    10,41711.375% 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
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)
    
    
    150,000Unamortized discount (2)
    
    
    (3,920
    )Total debt
    
    $
    180,774Short-term debt and current maturities of long-term debt
    
    
    (20,417
    )Long-term debt, less current maturities
    
    $
    160,357
 
 (1)
    
    $14.3 million of the $24.3 million outstanding under the U.S. Revolving Credit
Agreement at August 1, 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.  25




---



##### Table of Contents



Covenants, Other Restrictions and Prepayment Penalties
       2012
    
    
    105.688
    %2013
    
    
    102.844
    %2014 and thereafter
    
    
    100.000
    %
 26




---



##### Table of Contents



Other Liquidity Items
     Off Balance Sheet Arrangements
  CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   27




---



##### Table of Contents



SEASONALITY
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
   
 PART II. OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  Our business is and will continue to be heavily influenced by economic trends and general economic
conditions. Economic conditions may continue to adversely affect our sales, increase our cost of
goods sold or require us to significantly modify our business practices.
 28




---



##### Table of Contents



The apparel industry is highly competitive, and we face significant competitive threats to our
business from various third parties that could reduce our sales, increase our costs, reduce price
points for our products, and/or decrease margins.
  29




---



##### Table of Contents



Our business could be harmed if we fail to maintain proper inventory levels.
  Our success depends on the reputation and value of our owned and licensed brand names, including,
in particular, Tommy Bahama and Ben Sherman, and actions by us, our wholesale customers or others
who have interests in our brands could diminish the reputation or value of our brands and adversely
affect our business operations.
  We rely on our licensing partners to preserve the value of our brands and as a source of royalty
income.
  The apparel industry is subject to rapidly evolving fashion trends, and we must continuously offer
innovative and market appropriate products to maintain and grow our existing businesses. Failure to
offer innovative and market appropriate products may adversely affect our sales and lead to excess
inventory, markdowns and/or dilution of our brands.
  30




---



##### Table of Contents



Our business depends on our senior management and other key personnel, and the unexpected loss of
individuals integral to our business, our inability to attract and retain qualified personnel in
the future or our failure to successfully plan for and implement succession of our senior
management and key personnel may have an adverse effect on our operations, business relationships
and ability to execute our strategies.
   We depend on a group of key customers for a significant portion of our wholesale sales. A
significant adverse change in a customer relationship or in a customers financial position could
negatively impact our net sales and profitability.
     31




---



##### Table of Contents



Our concentration of retail stores and wholesale customers for certain of our products exposes us
to certain regional risks.
  We make use of debt to finance our operations, which exposes us to risks that could adversely
affect our business, financial position and operating results.
     32




---



##### Table of Contents



Our foreign sourcing operations as well as the sale of products in foreign markets result in an
exposure to fluctuations in foreign currency exchange rates.
   We are dependent upon the availability of raw materials and the ability of our third-party
producers, substantially all of whom are located in foreign countries, to meet our requirements;
any failures by these producers to meet our requirements, or the unavailability of suitable
producers or raw materials at reasonable prices may negatively impact our ability to deliver
quality products to our customers on a timely basis or result in higher costs or reduced net sales.
   33




---



##### Table of Contents



Since we source substantially all of our products from third-party producers located in foreign
countries, our business is subject to legal, regulatory, political and economic risks, including
risks relating to the importation of our products, and our products may become less competitive as
a result of adverse changes affecting our international operations.
      Our operations are reliant on information technology, and any interruption or other failure in our
information technology systems may impair our ability to compete effectively in the apparel
industry, including our ability to provide services to our customers and meet the needs of
management.
  34




---



##### Table of Contents



We may be unable to protect our trademarks and other intellectual property or may otherwise have
our brand names harmed.
   Our sales and operating results are influenced by weather patterns and natural disasters.
  We hold licenses for the use of other parties brand names, and we cannot guarantee our continued
use of such brand names or the quality or salability of such brand names.
 ®
 35




---



##### Table of Contents



We are dependent on a limited number of distribution centers, making our operations particularly
susceptible to disruption.
  We may not be successful in identifying locations and negotiating appropriate lease terms for
retail stores and restaurants.
  Our restaurant operations may be negatively impacted by regulatory issues or by health, safety,
labor and similar operational issues, or by publicity surrounding any of these issues.
  The acquisition of new businesses has certain inherent risks, including, for example, strains on
our management team and unexpected acquisition costs.
   36




---



##### Table of Contents



Divestitures of certain businesses or discontinuations of certain product lines may require us to
find alternative uses for our resources.
  We operate in various countries with differing laws and regulations, which may impair our ability
to maintain compliance with regulations and laws.
  Compliance with privacy and information laws and requirements could be costly, and a breach of
information security or privacy could adversely affect our business.
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (a)
    
    During the second 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. All shares purchased during the second quarter of
fiscal 2009 were purchased pursuant to these stock incentive plans. The table below
summarizes our stock repurchases during the second quarter of fiscal 2009.
 Total Number of
    
    Maximum Number ofShares Purchased as
    
    Shares That May YetPart of Publicly
    
    be Purchased UnderTotal Number of
    
    Average Price
    
    Announced Plans or
    
    the Plans orFiscal Month
    
    Shares Purchased
    
    Paid per Share
    
    Programs
    
    ProgramsMay (5/3/09-5/30/09)
    
    
    130
    
    
    $
    9.12
    
    
    
    
    
    
    
    June (5/31/09-7/4/09)
    
    
    6,586
    
    
    $
    10.59
    
    
    
    
    
    
    
    July (7/5/09-8/1/09)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    6,716
    
    
    $
    10.56
    
    
    
    
    
    
    
    
 37




---



##### Table of Contents



ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  a.
    
    The shareholders elected each of John R. Holder, J. Hicks Lanier and Clarence H. Smith
as a Class II director to hold office until the annual meeting of shareholders held in 2012
and until his successor is elected and qualified. The vote tabulation for individual
directors was as follows:
 Director
    
    For
    
    Against
    
    AbstainJohn R. Holder
    
    
    13,816,718
    
    
    
    328,574
    
    
    
    14,481J. Hicks Lanier
    
    
    12,649,972
    
    
    
    1,497,520
    
    
    
    12,281Clarence H. Smith
    
    
    13,781,575
    
    
    
    364,089
    
    
    
    14,109
 In addition to the Class II directors noted above, George C. Guynn, Helen B. Weeks and E.
Jenner Wood III will continue as Class III directors who will hold office until our annual
meeting of shareholders in 2010 and until their respective successors are elected and
qualified and Cecil D. Conlee, J. Reese Lanier and Dennis M. Love will continue as Class I
directors who will hold office until our annual meeting of shareholders in 2011 and until
their respective successors are elected and qualified.
 b.
    
    The shareholders approved an amendment to the Oxford Industries, Inc. Long-Term Stock
Incentive Plan, approved an amendment to the Oxford Industries, Inc. Employee Stock
Purchase Plan and ratified the appointment of Ernst & Young LLP as our independent
registered public accounting firm. The vote tabulation for each of these proposals was as
follows:
 Proposal
    
    For
    
    Against
    
    Abstain
    
    Broker Non-Vote2
    
    
    Amendment to
the Oxford Industries,
Inc. Long-Term
Stock Incentive
Plan
    
    
    10,509,099
    
    
    
    1,640,603
    
    
    
    21,153
    
    
    
    1,988,9183
    
    
    Amendment to
the Oxford Industries,
Inc. Employee Stock
Purchase Plan
    
    
    12,000,974
    
    
    
    147,711
    
    
    
    22,170
    
    
    
    1,988,9184
    
    
    Ratification
of Appointment of
Independent
Registered Public
Accounting Firm
    
    
    14,109,596
    
    
    
    32,192
    
    
    
    17,985
    
    
    
    N/A
 The text of the above proposals is incorporated by reference to Proposals 2, 3 and 4,
respectively, of our definitive proxy statement, dated May 7, 2009, filed with the SEC on
May 11, 2009.
 
 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
 38




---



##### Table of Contents



Companys Form 8-K filed on June 17, 2009.4.1
    
    Indenture, dated June 30, 2009, among Oxford Industries, Inc., the Guarantors party
thereto and U.S. Bank National Association, as trustee. Incorporated by reference to
Exhibit 4.1 to the Companys Form 8-K filed on July 2, 2009.4.2
    
    Form of 11.375% Senior Secured Note due 2015. Incorporated by reference to Exhibit 4.2
to the Companys Form 8-K filed on July 2, 2009.10.1
    
    Amended and Restated Long-Term Stock Incentive Plan, effective as of March 26, 2009.
Incorporated by reference to Appendix A to the Companys Proxy Statement for its Annual
Meeting of Shareholders held June 15, 2009, filed on May 11, 2009.10.2
    
    Form of Oxford Industries, Inc. 2009 Restricted Stock Agreement. Incorporated
by reference to Exhibit 10.1 to the Companys Form 8-K filed on June 17, 2009.10.3
    
    Intercreditor Agreement, dated June 30, 2009, between U.S. Bank National Association,
as trustee and as collateral agent under the Indenture, and SunTrust Bank, as agent under
the ABL Credit Agreement, as acknowledged by the Company and the subsidiaries party
thereto. Incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on July
2, 2009.10.4
    
    Registration Rights Agreement, dated June 30, 2009, among Oxford Industries, Inc., the
guarantors party thereto, Banc of America Securities LLC, SunTrust Robinson Humphrey, Inc.,
Credit Suisse Securities (USA) LLC, BB&T Capital Markets, a Division of Scott &
Stringfellow, LLC, Morgan Keegan & Company, Inc, Barclays Capital Inc. and PNC Capital
Markets LLC. Incorporated by reference to Exhibit 10.2 to the Companys Form 8-K filed on
July 2, 2009.10.5
    
    Security Agreement, dated June 30, 2009, among Oxford Industries, Inc., the other
Grantors party thereto, U.S. Bank National Association, as collateral agent and as trustee,
and each Additional Pari Passu Agent from time to time party thereto. Incorporated by
reference to Exhibit 10.3 to the Companys Form 8-K filed on July 2, 2009.10.6
    
    Second Amended and Restated Pledge and Security Agreement, dated June 30, 2009, among
Oxford Industries, Inc., the other Grantors party thereto and SunTrust Bank, as
administrative agent. Incorporated by reference to Exhibit 10.4 to the Companys Form 8-K
filed on July 2, 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. 39




---



##### Table of Contents



SIGNATURES
  September 3, 2009
    OXFORD INDUSTRIES, INC.
(Registrant)/s/ K. Scott GrassmyerK. Scott GrassmyerSenior Vice President, Chief Financial Officer and Controller
(Authorized Signatory and Principal Financial Officer) 40