##### 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 MAY 2, 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  ̈
  ̈  ̈
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller reporting company o
  ̈ þ
  Number of shares outstandingTitle of each class
    
    as of June 5, 2009Common Stock, $1 par value
    
    
    16,053,414




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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
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 3. Defaults Upon Senior Securities
    
    
    22Item 4. Submission of Matters to a Vote of Security Holders
    
    
    22Item 5. Other Information
    
    
    22Item 6. Exhibits
    
    
    22Signatures
    
    
    23EX-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, 2009Fourth quarter fiscal 2009
    
    13 weeks ending January 30, 2010Third quarter fiscal 2009
    
    13 weeks ending October 31, 2009Second quarter fiscal 2009
    
    13 weeks ending 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 Quarter
    
    
    First QuarterFiscal 2009
    
    
    Fiscal 2008Net sales
    
    $
    216,731
    
    
    $
    272,942Cost of goods sold
    
    
    126,960
    
    
    
    156,633Gross profit
    
    
    89,771
    
    
    
    116,309SG&A
    
    
    78,683
    
    
    
    99,634Amortization of intangible assets
    
    
    308
    
    
    
    78878,991
    
    
    
    100,422Royalties and other operating income
    
    
    2,469
    
    
    
    4,188Operating income
    
    
    13,249
    
    
    
    20,075Interest expense, net
    
    
    4,565
    
    
    
    6,332Earnings before income taxes
    
    
    8,684
    
    
    
    13,743Income taxes
    
    
    2,172
    
    
    
    4,226Net earnings
    
    $
    6,512
    
    
    $
    9,517Net earnings per common share:Basic
    
    $
    0.42
    
    
    $
    0.60Diluted
    
    $
    0.42
    
    
    $
    0.59Weighted average common shares outstanding:Basic
    
    
    15,519
    
    
    
    15,981Dilution
    
    
    26
    
    
    
    104Diluted
    
    
    15,545
    
    
    
    16,085Dividends declared per common share
    
    $
    0.09
    
    
    $
    0.18
  4




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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par amounts)
 May 2,
    
    
    January 31,
    
    
    May 3,2009
    
    
    2009
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    8,386
    
    
    $
    3,290
    
    
    $
    6,095Receivables, net
    
    
    93,795
    
    
    
    78,567
    
    
    
    123,121Inventories, net
    
    
    103,255
    
    
    
    129,159
    
    
    
    122,688Prepaid expenses
    
    
    17,761
    
    
    
    17,273
    
    
    
    18,002Total current assets
    
    
    223,197
    
    
    
    228,289
    
    
    
    269,906Property, plant and equipment, net
    
    
    88,311
    
    
    
    89,026
    
    
    
    96,255Goodwill, net
    
    
    
    
    
    
    
    
    
    
    257,926Intangible assets, net
    
    
    136,454
    
    
    
    135,999
    
    
    
    230,149Other non-current assets, net
    
    
    19,970
    
    
    
    20,180
    
    
    
    30,492Total Assets
    
    $
    467,932
    
    
    $
    473,494
    
    
    $
    884,728LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Trade accounts payable and other accrued expenses
    
    $
    70,685
    
    
    $
    87,723
    
    
    $
    94,312Accrued compensation
    
    
    9,907
    
    
    
    14,027
    
    
    
    14,501Dividends payable
    
    
    
    
    
    
    
    
    
    
    2,954Income taxes payable
    
    
    2,351
    
    
    
    
    
    
    
    4,081Short-term debt and current maturities of long-term debt
    
    
    25,479
    
    
    
    5,083
    
    
    
    14,614Total current liabilities
    
    
    108,422
    
    
    
    106,833
    
    
    
    130,462Long-term debt, less current maturities
    
    
    181,501
    
    
    
    194,187
    
    
    
    224,459Other non-current liabilities
    
    
    46,304
    
    
    
    47,244
    
    
    
    54,213Non-current deferred income taxes
    
    
    31,423
    
    
    
    32,111
    
    
    
    60,570Commitments and contingenciesShareholders Equity:Common stock, $1.00 par value; 60,000 authorized and
16,057 issued and outstanding at May 2, 2009; 15,866
issued and outstanding at January 31, 2009; and 16,410
issued and outstanding at May 3, 2008
    
    
    16,057
    
    
    
    15,866
    
    
    
    16,410Additional paid-in capital
    
    
    89,041
    
    
    
    88,425
    
    
    
    85,760Retained earnings
    
    
    21,516
    
    
    
    16,433
    
    
    
    299,773Accumulated other comprehensive income (loss)
    
    
    (26,332
    )
    
    
    (27,605
    )
    
    
    13,081Total shareholders equity
    
    
    100,282
    
    
    
    93,119
    
    
    
    415,024Total Liabilities and Shareholders Equity
    
    $
    467,932
    
    
    $
    473,494
    
    
    $
    884,728
  5




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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
 First Quarter
    
    
    First QuarterFiscal 2009
    
    
    Fiscal 2008Cash Flows From Operating Activities:Net earnings
    
    $
    6,512
    
    
    $
    9,517Adjustments to reconcile net earnings to net cash provided by operating activities:Depreciation
    
    
    4,623
    
    
    
    4,786Amortization of intangible assets
    
    
    308
    
    
    
    788Amortization of deferred financing costs and bond discount
    
    
    335
    
    
    
    654Stock compensation expense
    
    
    671
    
    
    
    639Loss on sale of property, plant and equipment
    
    
    28
    
    
    
    184Equity method investment income
    
    
    (202
    )
    
    
    (324
    )Deferred income taxes
    
    
    (594
    )
    
    
    (597
    )Changes in working capital:Receivables
    
    
    (14,759
    )
    
    
    (17,366
    )Inventories
    
    
    26,359
    
    
    
    36,257Prepaid expenses
    
    
    (678
    )
    
    
    879Current liabilities
    
    
    (19,255
    )
    
    
    (2,515
    )Other non-current assets
    
    
    111
    
    
    
    41Other non-current liabilities
    
    
    (929
    )
    
    
    3,303Net cash provided by operating activities
    
    
    2,530
    
    
    
    36,246Cash Flows From Investing Activities:Investments in unconsolidated entities
    
    
    
    
    
    
    (222
    )Purchases of property, plant and equipment
    
    
    (3,771
    )
    
    
    (8,722
    )Net cash used in investing activities
    
    
    (3,771
    )
    
    
    (8,944
    )Cash Flows From Financing Activities:Repayment of financing arrangements
    
    
    (63,373
    )
    
    
    (76,228
    )Proceeds from financing arrangements
    
    
    70,875
    
    
    
    42,941Proceeds from issuance of common stock
    
    
    137
    
    
    
    257Dividends on common stock
    
    
    (1,430
    )
    
    
    (2,889
    )Net cash provided by (used in) financing activities
    
    
    6,209
    
    
    
    (35,919
    )Net change in cash and cash equivalents
    
    
    4,968
    
    
    
    (8,617
    )Effect of foreign currency translation on cash and cash equivalents
    
    
    128
    
    
    
    (200
    )Cash and cash equivalents at the beginning of year
    
    
    3,290
    
    
    
    14,912Cash and cash equivalents at the end of period
    
    $
    8,386
    
    
    $
    6,095Supplemental disclosure of cash flow information:Cash paid for interest, net
    
    $
    514
    
    
    $
    1,525Cash paid for income taxes
    
    $
    580
    
    
    $
    734
  6




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OXFORD INDUSTRIES, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FIRST 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.Recently Adopted Standards:In December 2007, the FASB issued SFAS No. 141(Revised), Business Combinations (SFAS 141R).
SFAS 141R is required to be adopted in fiscal 2009. 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 quarter of fiscal 2009, there was no impact on the financial statements
for that period. We expect that SFAS 141R will 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 in the first 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 (EITF) 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 quarter of fiscal 2009. Less than $0.1
million of dividends related to unvested shares were paid in the first quarter of fiscal 2009 and
the first quarter of fiscal 2008.2.
    
    Inventories:The components of inventories as of the dates specified are summarized as
follows (in thousands):
 May 2,
    
    January 31,
    
    May 3,2009
    
    2009
    
    2008Finished goods
    
    $
    124,651
    
    
    $
    146,200
    
    
    $
    139,671Work in process
    
    
    4,283
    
    
    
    6,440
    
    
    
    8,322Fabric, trim and supplies
    
    
    6,719
    
    
    
    8,917
    
    
    
    14,509LIFO reserve
    
    
    (32,398
    )
    
    
    (32,398
    )
    
    
    (39,814
    )Total
    
    $
    103,255
    
    
    $
    129,159
    
    
    $
    122,688
 7




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3.
    
    Comprehensive Income:Comprehensive income, which reflects the effects of foreign currency
translation adjustments, is calculated as follows for the periods presented (in thousands):
 First Quarter
    
    First QuarterFiscal 2009
    
    Fiscal 2008Net earnings
    
    $
    6,512
    
    
    $
    9,517Gain on foreign currency translation, net of tax
    
    
    1,273
    
    
    
    18Comprehensive income
    
    $
    7,785
    
    
    $
    9,535
 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. The leader of each operating group reports
directly to our Chief Executive Officer. 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 May 2, 2009, January 31, 2009 and May 3, 2008, respectively.The table below presents certain information about our operating groups (in thousands).
 First Quarter Fiscal 2009
    
    First Quarter Fiscal 2008Net SalesTommy Bahama
    
    $
    98,420
    
    
    $
    129,258Ben Sherman
    
    
    24,219
    
    
    
    36,587Lanier Clothes
    
    
    31,507
    
    
    
    38,687Oxford Apparel
    
    
    63,204
    
    
    
    68,684Corporate and Other
    
    
    (619
    )
    
    
    (274
    )Total
    
    $
    216,731
    
    
    $
    272,942DepreciationTommy Bahama
    
    $
    3,662
    
    
    $
    3,724Ben Sherman
    
    
    555
    
    
    
    592Lanier Clothes
    
    
    145
    
    
    
    189Oxford Apparel
    
    
    204
    
    
    
    227Corporate and Other
    
    
    57
    
    
    
    54Total
    
    $
    4,623
    
    
    $
    4,786Amortization of Intangible AssetsTommy Bahama
    
    $
    222
    
    
    $
    355Ben Sherman
    
    
    76
    
    
    
    361Lanier Clothes
    
    
    
    
    
    
    30Oxford Apparel
    
    
    10
    
    
    
    42Total
    
    $
    308
    
    
    $
    788Operating Income (loss)Tommy Bahama
    
    $
    12,250
    
    
    $
    19,483Ben Sherman
    
    
    (1,976
    )
    
    
    255Lanier Clothes
    
    
    2,737
    
    
    
    (21
    )Oxford Apparel
    
    
    5,193
    
    
    
    5,325Corporate and Other
    
    
    (4,955
    )
    
    
    (4,967
    )Total Operating Income (loss)
    
    $
    13,249
    
    
    $
    20,075Interest Expense, net
    
    
    4,565
    
    
    
    6,332Earnings Before Income Taxes
    
    $
    8,684
    
    
    $
    13,743
 8




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May 2, 2009
    
    January 31, 2009
    
    May 3, 2008AssetsTommy Bahama
    
    $
    282,586
    
    
    $
    283,427
    
    
    $
    525,343Ben Sherman
    
    
    72,052
    
    
    
    74,114
    
    
    
    202,511Lanier Clothes
    
    
    48,938
    
    
    
    49,988
    
    
    
    80,016Oxford Apparel
    
    
    74,568
    
    
    
    72,731
    
    
    
    92,363Corporate and Other
    
    
    (10,212
    )
    
    
    (6,766
    )
    
    
    (15,505
    )Total
    
    $
    467,932
    
    
    $
    473,494
    
    
    $
    884,728
 5.
    
    Consolidating Financial Data of Subsidiary Guarantors:Our Senior Unsecured 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 and certain domestic 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 May 2, 2009, January 31, 2009 and May 3, 2008 (in thousands) as well as our
condensed consolidating statements of operations and statements of cash flows for the first
quarter of fiscal 2009 and the first quarter of fiscal 2008 (in thousands).
 OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
May 2, 2009
 OxfordIndustries
    
    Subsidiary
    
    Subsidiary
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Non-Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    2,034
    
    
    $
    2,070
    
    
    $
    4,282
    
    
    $
    
    
    
    $
    8,386Receivables, net
    
    
    45,608
    
    
    
    22,950
    
    
    
    33,594
    
    
    
    (8,357
    )
    
    
    93,795Inventories
    
    
    27,351
    
    
    
    67,411
    
    
    
    10,471
    
    
    
    (1,978
    )
    
    
    103,255Prepaid expenses
    
    
    5,101
    
    
    
    8,121
    
    
    
    4,691
    
    
    
    (152
    )
    
    
    17,761Total current assets
    
    
    80,094
    
    
    
    100,552
    
    
    
    53,038
    
    
    
    (10,487
    )
    
    
    223,197Property, plant and equipment, net
    
    
    9,486
    
    
    
    72,953
    
    
    
    5,872
    
    
    
    
    
    
    
    88,311Intangible assets, net
    
    
    57
    
    
    
    113,838
    
    
    
    22,559
    
    
    
    
    
    
    
    136,454Other non-current assets, net
    
    
    461,904
    
    
    
    145,896
    
    
    
    35,271
    
    
    
    (623,101
    )
    
    
    19,970Total Assets
    
    $
    551,541
    
    
    $
    433,239
    
    
    $
    116,740
    
    
    $
    (633,588
    )
    
    $
    467,932LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    49,353
    
    
    $
    32,550
    
    
    $
    34,877
    
    
    $
    (8,358
    )
    
    $
    108,422Long-term debt, less current portion
    
    
    181,501
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    181,501Non-current liabilities
    
    
    223,892
    
    
    
    (176,134
    )
    
    
    107,701
    
    
    
    (109,155
    )
    
    
    46,304Non-current deferred income taxes
    
    
    (3,487
    )
    
    
    28,563
    
    
    
    6,347
    
    
    
    
    
    
    
    31,423Total shareholders/invested equity
    
    
    100,282
    
    
    
    548,260
    
    
    
    (32,185
    )
    
    
    (516,075
    )
    
    
    100,282Total Liabilities and Shareholders Equity
    
    $
    551,541
    
    
    $
    433,239
    
    
    $
    116,740
    
    
    $
    (633,588
    )
    
    $
    467,932
 9




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OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
January 31, 2009
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalASSETSCash and cash equivalents
    
    $
    1,527
    
    
    $
    104
    
    
    $
    1,659
    
    
    $
    
    
    
    $
    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
    
    
    
    8,735
    
    
    
    2,529
    
    
    
    
    
    
    
    17,273Total current assets
    
    
    80,847
    
    
    
    91,755
    
    
    
    65,192
    
    
    
    (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
    
    
    $
    426,573
    
    
    $
    127,536
    
    
    $
    (624,169
    )
    
    $
    473,494LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    
    41,793
    
    
    
    23,027
    
    
    
    49,185
    
    
    
    (7,172
    )
    
    
    106,833Long-term debt, less current portion
    
    
    194,187
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    194,187Non-current liabilities
    
    
    218,200
    
    
    
    (167,950
    )
    
    
    106,144
    
    
    
    (109,150
    )
    
    
    47,244Deferred income taxes
    
    
    (3,745
    )
    
    
    29,607
    
    
    
    6,249
    
    
    
    
    
    
    
    32,111Total shareholders/invested equity
    
    
    93,119
    
    
    
    541,889
    
    
    
    (34,042
    )
    
    
    (507,847
    )
    
    
    93,119Total Liabilities and Shareholders
Equity
    
    $
    543,554
    
    
    $
    426,573
    
    
    $
    127,536
    
    
    $
    (624,169
    )
    
    $
    473,494
 OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
May 3, 2008
 OxfordIndustries
    
    Subsidiary
    
    Subsidiary
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Non-Guarantors
    
    Adjustments
    
    TotalASSETSCash and cash equivalents
    
    $
    759
    
    
    $
    1,229
    
    
    $
    4,108
    
    
    $
    (1
    )
    
    $
    6,095Receivables, net
    
    
    55,847
    
    
    
    51,387
    
    
    
    24,800
    
    
    
    (8,913
    )
    
    
    123,121Inventories
    
    
    46,103
    
    
    
    64,861
    
    
    
    13,054
    
    
    
    (1,330
    )
    
    
    122,688Prepaid expenses
    
    
    5,702
    
    
    
    7,578
    
    
    
    4,722
    
    
    
    
    
    
    
    18,002Total current assets
    
    
    108,411
    
    
    
    125,055
    
    
    
    46,684
    
    
    
    (10,244
    )
    
    
    269,906Property, plant and equipment, net
    
    
    8,569
    
    
    
    80,991
    
    
    
    6,695
    
    
    
    
    
    
    
    96,255Goodwill, net
    
    
    1,847
    
    
    
    168,932
    
    
    
    87,147
    
    
    
    
    
    
    
    257,926Intangible assets, net
    
    
    1,195
    
    
    
    134,461
    
    
    
    94,493
    
    
    
    
    
    
    
    230,149Other non-current assets, net
    
    
    831,972
    
    
    
    150,244
    
    
    
    70,663
    
    
    
    (1,022,387
    )
    
    
    30,492Total Assets
    
    $
    951,994
    
    
    $
    659,683
    
    
    $
    305,682
    
    
    $
    (1,032,631
    )
    
    $
    884,728LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities
    
    $
    55,737
    
    
    $
    58,621
    
    
    $
    24,643
    
    
    $
    (8,539
    )
    
    $
    130,462Long-term debt, less current portion
    
    
    224,459
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    224,459Non-current liabilities
    
    
    261,129
    
    
    
    (208,542
    )
    
    
    111,061
    
    
    
    (109,435
    )
    
    
    54,213Non-current deferred income taxes
    
    
    (4,355
    )
    
    
    38,378
    
    
    
    26,259
    
    
    
    288
    
    
    
    60,570Total shareholders/invested equity
    
    
    415,024
    
    
    
    771,226
    
    
    
    143,719
    
    
    
    (914,945
    )
    
    
    415,024Total Liabilities and Shareholders Equity
    
    $
    951,994
    
    
    $
    659,683
    
    
    $
    305,682
    
    
    $
    (1,032,631
    )
    
    $
    884,728
 10




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##### Table of Contents



OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
First Quarter Fiscal 2009
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalNet sales
    
    $
    92,793
    
    
    $
    108,065
    
    
    $
    25,285
    
    
    $
    (9,412
    )
    
    $
    216,731Cost of goods sold
    
    
    74,669
    
    
    
    45,964
    
    
    
    10,788
    
    
    
    (4,461
    )
    
    
    126,960Gross profit
    
    
    18,124
    
    
    
    62,101
    
    
    
    14,497
    
    
    
    (4,951
    )
    
    
    89,771SG&A including amortization of
intangible assets
    
    
    13,987
    
    
    
    57,034
    
    
    
    13,979
    
    
    
    (6,009
    )
    
    
    78,991Royalties and other income
    
    
    13
    
    
    
    2,219
    
    
    
    980
    
    
    
    (743
    )
    
    
    2,469Operating income
    
    
    4,150
    
    
    
    7,286
    
    
    
    1,498
    
    
    
    315
    
    
    
    13,249Interest (income) expense, net
    
    
    4,956
    
    
    
    (1,347
    )
    
    
    956
    
    
    
    
    
    
    
    4,565Income (loss) from equity investment
    
    
    6,956
    
    
    
    
    
    
    
    
    
    
    
    (6,956
    )
    
    
    Earnings (loss) before income taxes
    
    
    6,150
    
    
    
    8,633
    
    
    
    542
    
    
    
    (6,641
    )
    
    
    8,684Income taxes (benefit)
    
    
    (159
    )
    
    
    2,263
    
    
    
    (42
    )
    
    
    110
    
    
    
    2,172Net earnings (loss)
    
    $
    6,309
    
    
    $
    6,370
    
    
    $
    584
    
    
    $
    (6,751
    )
    
    $
    6,512
 OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
First Quarter Fiscal 2008
 OxfordIndustries
    
    Subsidiary
    
    Subsidiary
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Non-Guarantors
    
    Adjustments
    
    TotalNet sales
    
    $
    105,376
    
    
    $
    138,777
    
    
    $
    40,406
    
    
    $
    (11,617
    )
    
    $
    272,942Cost of goods sold
    
    
    83,262
    
    
    
    61,930
    
    
    
    16,550
    
    
    
    (5,109
    )
    
    
    156,633Gross profit
    
    
    22,114
    
    
    
    76,847
    
    
    
    23,856
    
    
    
    (6,508
    )
    
    
    116,309SG&A including amortization of
intangible assets
    
    
    19,999
    
    
    
    66,740
    
    
    
    20,585
    
    
    
    (6,902
    )
    
    
    100,422Royalties and other income
    
    
    29
    
    
    
    2,911
    
    
    
    1,710
    
    
    
    (462
    )
    
    
    4,188Operating income
    
    
    2,144
    
    
    
    13,018
    
    
    
    4,981
    
    
    
    (68
    )
    
    
    20,075Interest (income) expense, net
    
    
    7,016
    
    
    
    (3,009
    )
    
    
    2,325
    
    
    
    
    
    
    
    6,332Income (loss) from equity investment
    
    
    13,126
    
    
    
    
    
    
    
    
    
    
    
    (13,126
    )
    
    
    Earnings
(loss) before income taxes
    
    
    8,254
    
    
    
    16,027
    
    
    
    2,656
    
    
    
    (13,194
    )
    
    
    13,743Income taxes (benefit)
    
    
    (1,306
    )
    
    
    4,983
    
    
    
    573
    
    
    
    (24
    )
    
    
    4,226Net earnings (loss)
    
    $
    9,560
    
    
    $
    11,044
    
    
    $
    2,083
    
    
    $
    (13,170
    )
    
    $
    9,517
 11




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##### Table of Contents



OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
First Quarter Fiscal 2009
 OxfordIndustries
    
    
    Subsidiary
    
    
    Subsidiary
    
    
    Consolidating
    
    
    Consolidated(Parent)
    
    
    Guarantors
    
    
    Non-Guarantors
    
    
    Adjustments
    
    
    TotalCash Flows From Operating Activities:Net cash (used in) provided by
operating activities
    
    $
    (11,894
    )
    
    $
    12,187
    
    
    $
    2,241
    
    
    $
    (4
    )
    
    $
    2,530Cash Flows from Investing Activities:Purchases of property, plant and
equipment
    
    
    (835
    )
    
    
    (2,007
    )
    
    
    (929
    )
    
    
    
    
    
    
    (3,771
    )Net cash (used in) provided by
investing activities
    
    
    (835
    )
    
    
    (2,007
    )
    
    
    (929
    )
    
    
    
    
    
    
    (3,771
    )Cash Flows from Financing Activities:Change in debt
    
    
    7,793
    
    
    
    
    
    
    
    (291
    )
    
    
    
    
    
    
    7,502Proceeds from issuance of common stock
    
    
    137
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    137Change in intercompany payable
    
    
    6,736
    
    
    
    (8,214
    )
    
    
    1,474
    
    
    
    4
    
    
    
    Dividends on common stock
    
    
    (1,430
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,430
    )Net cash (used in) provided by
financing activities
    
    
    13,236
    
    
    
    (8,214
    )
    
    
    1,183
    
    
    
    4
    
    
    
    6,209Net change in Cash and Cash Equivalents
    
    
    507
    
    
    
    1,966
    
    
    
    2,495
    
    
    
    
    
    
    
    4,968Effect of foreign currency translation
    
    
    
    
    
    
    
    
    
    
    128
    
    
    
    
    
    
    
    128Cash and Cash Equivalents at the
Beginning of Year
    
    
    1,527
    
    
    
    104
    
    
    
    1,659
    
    
    
    
    
    
    
    3,290Cash and Cash Equivalents at the End of
Period
    
    $
    2,034
    
    
    $
    2,070
    
    
    $
    4,282
    
    
    $
    
    
    
    $
    8,386
 First Quarter Fiscal 2008
 OxfordIndustries
    
    Subsidiary
    
    Subsidiary
    
    Consolidating
    
    Consolidated(Parent)
    
    Guarantors
    
    Non-Guarantors
    
    Adjustments
    
    TotalCash Flows From Operating Activities:Net cash (used in) provided by
operating activities
    
    $
    15,096
    
    
    $
    21,851
    
    
    $
    (984
    )
    
    $
    283
    
    
    $
    36,246Cash Flows from Investing Activities:Investment in unconsolidated entity
    
    
    
    
    
    
    (222
    )
    
    
    
    
    
    
    
    
    
    
    (222
    )Purchases of property, plant and
equipment
    
    
    (1,043
    )
    
    
    (7,446
    )
    
    
    (233
    )
    
    
    
    
    
    
    (8,722
    )Net cash (used in) provided by
investing activities
    
    
    (1,043
    )
    
    
    (7,668
    )
    
    
    (233
    )
    
    
    
    
    
    
    (8,944
    )Cash Flows from Financing Activities:Change in debt
    
    
    (33,399
    )
    
    
    (1
    )
    
    
    113
    
    
    
    
    
    
    
    (33,287
    )Proceeds from issuance of common stock
    
    
    257
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    257Change in inter-company payable
    
    
    14,679
    
    
    
    (14,003
    )
    
    
    (392
    )
    
    
    (284
    )
    
    
    Dividends on common stock
    
    
    3,069
    
    
    
    
    
    
    
    (5,958
    )
    
    
    
    
    
    
    (2,889
    )Net cash (used in) provided by
financing activities
    
    
    (15,394
    )
    
    
    (14,004
    )
    
    
    (6,237
    )
    
    
    (284
    )
    
    
    (35,919
    )Net change in Cash and Cash Equivalents
    
    
    (1,341
    )
    
    
    179
    
    
    
    (7,454
    )
    
    
    (1
    )
    
    
    (8,617
    )Effect of
foreign currency translation
    
    
    
    
    
    
    
    
    
    
    (200
    )
    
    
    
    
    
    
    (200
    )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
    
    $
    759
    
    
    $
    1,229
    
    
    $
    4,108
    
    
    $
    (1
    )
    
    $
    6,095
 12




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##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     RESULTS OF OPERATIONS
  First Quarter
    
    
    First Quarter
    
    
    PercentFiscal 2009
    
    
    Fiscal 2008
    
    
    ChangeNet sales
    
    $
    216,731
    
    
    $
    272,942
    
    
    
    (20.6
    )%Cost of goods sold
    
    
    126,960
    
    
    
    156,633
    
    
    
    (18.9
    )%Gross profit
    
    
    89,771
    
    
    
    116,309
    
    
    
    (22.8
    )%SG&A
    
    
    78,683
    
    
    
    99,634
    
    
    
    (21.0
    )%Amortization of intangible assets
    
    
    308
    
    
    
    788
    
    
    
    (60.9
    )%Royalties and other operating income
    
    
    2,469
    
    
    
    4,188
    
    
    
    (41.0
    )%Operating income
    
    
    13,249
    
    
    
    20,075
    
    
    
    (34.0
    )%Interest expense, net
    
    
    4,565
    
    
    
    6,332
    
    
    
    (27.9
    )%Earnings before income taxes
    
    
    8,684
    
    
    
    13,743
    
    
    
    (36.8
    )%Income taxes
    
    
    2,172
    
    
    
    4,226
    
    
    
    (48.6
    )%Net earnings
    
    $
    6,512
    
    
    $
    9,517
    
    
    
    (31.6
    )%
 13




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##### Table of Contents



Percent of Net SalesFirst Quarter
    
    First QuarterFiscal 2009
    
    Fiscal 2008Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of goods sold
    
    
    58.6
    %
    
    
    57.4
    %Gross profit
    
    
    41.4
    %
    
    
    42.6
    %SG&A
    
    
    36.3
    %
    
    
    36.5
    %Amortization of intangible assets
    
    
    0.1
    %
    
    
    0.3
    %Royalties and other operating income
    
    
    1.1
    %
    
    
    1.5
    %Operating income
    
    
    6.1
    %
    
    
    7.4
    %Interest expense, net
    
    
    2.1
    %
    
    
    2.3
    %Earnings before income taxes
    
    
    4.0
    %
    
    
    5.0
    %Income taxes
    
    
    1.0
    %
    
    
    1.5
    %Net earnings
    
    
    3.0
    %
    
    
    3.5
    %
 OPERATING GROUP INFORMATION
       14




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##### Table of Contents



First Quarter
    
    
    First Quarter
    
    
    PercentFiscal 2009
    
    
    Fiscal 2008
    
    
    ChangeNet SalesTommy Bahama
    
    $
    98,420
    
    
    $
    129,258
    
    
    
    (23.9
    )%Ben Sherman
    
    
    24,219
    
    
    
    36,587
    
    
    
    (33.8
    )%Lanier Clothes
    
    
    31,507
    
    
    
    38,687
    
    
    
    (18.6
    )%Oxford Apparel
    
    
    63,204
    
    
    
    68,684
    
    
    
    (8.0
    )%Corporate and Other
    
    
    (619
    )
    
    
    (274
    )
    
    
    (125.9
    )%Total
    
    $
    216,731
    
    
    $
    272,942
    
    
    
    (20.6
    )%Operating Income (loss)Tommy Bahama
    
    $
    12,250
    
    
    $
    19,483
    
    
    
    (37.1
    )%Ben Sherman
    
    
    (1,976
    )
    
    
    255
    
    
    NMLanier Clothes
    
    
    2,737
    
    
    
    (21
    )
    
    NMOxford Apparel
    
    
    5,193
    
    
    
    5,325
    
    
    
    (2.5
    )%Corporate and Other
    
    
    (4,955
    )
    
    
    (4,967
    )
    
    
    0.2
    %Total
    
    $
    13,249
    
    
    $
    20,075
    
    
    
    (34.0
    )%
  FIRST QUARTER FISCAL 2009 COMPARED TO FIRST QUARTER OF FISCAL 2008
  Net sales
    15




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##### Table of Contents



Gross profit
 SG&A
 Amortization of intangible assets
 Royalties and other operating income
 Operating income
     16




---



##### Table of Contents



Interest expense, net
 Income taxes
  FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
    First Quarter
    
    First QuarterFiscal 2009
    
    Fiscal 2008Net cash provided by operating activities
    
    $
    2,530
    
    
    $
    36,246Net cash used in investing activities
    
    
    (3,771
    )
    
    
    (8,944
    )Net cash provided by (used in) financing activities
    
    
    6,209
    
    
    
    (35,919
    )
  Operating Activities
  17




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##### Table of Contents



Investing Activities
   Financing Activities
   18




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##### Table of Contents



Liquidity and Capital Resources
  May 2, 2009$175 million U.S. Secured Revolving Credit Facility (U.S.
Revolving Credit Agreement), which is limited to a borrowing
base consisting of specified percentages of eligible
categories of assets, accrues interest (2.57% at May 2,
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 its consolidated
domestic subsidiaries (1)(2)
    
    $
    35,515£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 May 2, 2009), requires
interest payments monthly with principal payable on demand
and is collateralized by substantially all of the United
Kingdom assets of Ben Sherman
    
    
    4,964Senior Unsecured Notes (Senior Unsecured Notes), which
accrue interest at 8.875% (effective interest rate of 9.0%)
and require interest payments semi-annually on June 1 and
December 1 of each year, require payment of principal at
maturity (June 2011), are subject to certain prepayment
penalties as discussed below and are guaranteed by certain of
our domestic subsidiaries
    
    
    166,805Unamortized discount on Senior Unsecured Notes
    
    
    (304
    )Total debt
    
    
    206,980Short-term debt and current maturities of long-term debt
    
    
    (25,479
    )Long-term debt, less current maturities
    
    $
    181,501
 
 (1)
    
    $15.0 million of the $35.5 million outstanding under the U.S. Revolving Credit Agreement at May
2, 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)
    
    The U.S. Revolving Credit Agreement generally is scheduled to mature on August 15, 2013, unless
the Senior Unsecured Notes are not paid or refinanced in full on or prior to November 16, 2010, in
which case the U.S. Revolving Credit Agreement will be due and payable in December 2010.  Covenants and Other Restrictions
   19




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Other Liquidity Items
     Off Balance Sheet Arrangements
  20




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CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   SEASONALITY
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
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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 first quarter of fiscal 2009, we did not make any unregistered sales of our
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. We did not repurchase any shares of our common
stock pursuant to these plans during the first quarter of fiscal 2009.
  
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
 3(a)
    
    Restated Articles of Incorporation of Oxford Industries, Inc. Incorporated by reference
to Exhibit 3.1 to the Oxford Industries, Inc. Form 10-Q for the fiscal quarter ended August
29, 2003.3(b)
    
    Bylaws of Oxford Industries, Inc., as amended. Incorporated by reference to Exhibit
3(b) to the Oxford Industries, Inc. Form 10-Q for the fiscal quarter ended November 1,
2008.31.1
    
    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. 22




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SIGNATURES
  June 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) 23