Condensed Consolidating Financial Statements

12 Months Ended

Jan. 28, 2012

Condensed Consolidating Financial Statements

Condensed Consolidating Financial Statements

Note 16. Condensed Consolidating Financial Statements

        Our 11³/8% 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 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 January 28, 2012 and January 29, 2011 (in thousands) as well as our condensed consolidating statements of earnings and statements of cash flows for fiscal 2011, fiscal 2010 and fiscal 2009 (in thousands).

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
January 28, 2012

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
ASSETS
Cash and cash equivalents	$	8,416		$	1,818		$	3,139		$	—		$	13,373
Receivables, net		16,082			1,569			68,194			(26,139	)		59,706
Inventories, net		(15,653	)		104,239			16,247			(1,413	)		103,420
Prepaid expenses and deferred tax assets, net		19,522			14,431			5,887			(1,066	)		38,774
Total current assets		28,367			122,057			93,467			(28,618	)		215,273
Property and equipment, net		8,094			78,402			6,710			—			93,206
Goodwill and intangible assets, net		—			158,163			23,525			—			181,688
Other non-current assets, net		613,720			149,268			5,237			(749,185	)		19,040
Total Assets	$	650,181		$	507,890		$	128,939		$	(777,803	)	$	509,207
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities related to continuing operations	$	25,821		$	55,100		$	56,418		$	(19,785	)	$	117,554
Long-term debt, less current maturities		103,405			—			—			—			103,405
Other non-current liabilities, including non-current contingent consideration		319,882			(308,380	)		149,991			(112,196	)		49,297
Non-current deferred income taxes		(2,996	)		32,128			5,750			—			34,882
Total shareholders'/invested equity		204,069			729,042			(83,220	)		(645,822	)		204,069
Total Liabilities and Shareholders' Equity	$	650,181		$	507,890		$	128,939		$	(777,803	)	$	509,207

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
January 29, 2011

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
ASSETS
Cash and cash equivalents	$	41,130		$	809		$	2,155		$	—		$	44,094
Receivables, net		10,969			3,431			44,897			(9,120	)		50,177
Inventories, net		(13,234	)		86,747			11,889			(64	)		85,338
Prepaid expenses and deferred tax assets, net		19,756			12,671			3,018			(3,886	)		31,559
Assets related to discontinued operations, net		46,418			324			11,003			—			57,745
Total current assets		105,039			103,982			72,962			(13,070	)		268,913
Property and equipment, net		7,182			72,323			4,390			—			83,895
Goodwill and intangible assets, net		—			159,543			24,003			—			183,546
Other non-current assets, net		579,130			143,459			4,101			(704,573	)		22,117
Total Assets	$	691,351		$	479,307		$	105,456		$	(717,643	)	$	558,471
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities related to continuing operations	$	13,978		$	59,255		$	41,170		$	(8,097	)	$	106,306
Current liabilities related to discontinued operations		32,379			—			8,406			—			40,785
Long-term debt, less current maturities		147,065			—			—			—			147,065
Other non-current liabilities, including non-current contingent consideration		322,237			(301,271	)		143,113			(108,638	)		55,441
Non-current deferred income taxes		(4,336	)		26,944			6,332			(94	)		28,846
Total shareholders'/invested equity		180,028			694,379			(93,565	)		(600,814	)		180,028
Total Liabilities and Shareholders' Equity	$	691,351		$	479,307		$	105,456		$	(717,643	)	$	558,471

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
Fiscal 2011

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors		Consolidating Adjustments			Consolidated Total
Net sales	$	119,088		$	575,517		$	98,084	$	(33,776	)	$	758,913
Cost of goods sold		84,546			239,531			42,928		(21,061	)		345,944
Gross profit		34,542			335,986			55,156		(12,715	)		412,969
SG&A including change in fair value of contingent consideration		24,732			292,607			55,883		(12,240	)		360,982
Royalties and other operating income		345			9,458			7,246		(229	)		16,820
Operating income		10,155			52,837			6,519		(704	)		68,807
Interest (income) expense, net		17,947			(4,843	)		3,162		—			16,266
Loss on repurchase of senior secured notes		9,017			—			—		—			9,017
Income from equity investment		37,322			—			—		(37,322	)		—
Earnings from continuing operations before income taxes		20,513			57,680			3,357		(38,026	)		43,524
Income taxes (benefit)		(9,332	)		23,557			303		(247	)		14,281
Earnings from continuing operations		29,845			34,123			3,054		(37,779	)		29,243
Earnings (loss) from discontinued operations, net of taxes		(7	)		144			—		—			137
Net earnings	$	29,838		$	34,267		$	3,054	$	(37,779	)	$	29,380

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
Fiscal 2010

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
Net sales	$	112,270		$	435,599		$	85,308		$	(29,230	)	$	603,947
Cost of goods sold		77,481			178,776			35,780			(15,497	)		276,540
Gross profit		34,789			256,823			49,528			(13,733	)		327,407
SG&A including change in fair value of contingent consideration		33,982			231,246			52,813			(15,866	)		302,175
Royalties and other operating income		1,118			8,830			7,343			(1,861	)		15,430
Operating income		1,925			34,407			4,058			272			40,662
Interest (income) expense, net		21,492			(4,548	)		2,949			(6	)		19,887
Income from equity investment		25,863			—			—			(25,863	)		—
Earnings from continuing operations before income taxes		6,296			38,955			1,109			(25,585	)		20,775
Income taxes (benefit)		(12,115	)		15,212			1,346			97			4,540
Earnings (loss) from continuing operations		18,411			23,743			(237	)		(25,682	)		16,235
Earnings from discontinued operations, net of taxes		60,068			1,409			946			—			62,423
Net earnings (loss)	$	78,479		$	25,152		$	709		$	(25,682	)	$	78,658

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
Fiscal 2009

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
Net sales	$	120,148		$	395,982		$	98,394		$	(29,218	)	$	585,306
Cost of goods sold		95,183			166,381			49,224			(16,295	)		294,493
Gross profit		24,965			229,601			49,170			(12,923	)		290,813
SG&A including amortization of intangible assets		27,663			215,834			54,081			(13,872	)		283,706
Royalties and other operating income		18			5,812			6,373			(400	)		11,803
Operating income (loss)		(2,680	)		19,579			1,462			549			18,910
Interest (income) expense, net, including loss on repurchase of senior notes		22,323			(4,930	)		3,453			(377	)		20,469
Income from equity investment		13,539			—			—			(13,539	)		—
Earnings (loss) from continuing operations before income taxes		(11,464	)		24,509			(1,991	)		(12,613	)		(1,559	)
Income taxes (benefit)		(12,249	)		8,376			603			325			(2,945	)
Earnings (loss) from continuing operations		785			16,133			(2,594	)		(12,938	)		1,386
Earnings from discontinued operations, net of taxes		9,825			1,769			1,644			—			13,238
Net earnings (loss)	$	10,610		$	17,902		$	(950	)	$	(12,938	)	$	14,624

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Fiscal 2011

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	16,399		$	37,608		$	(13,655	)	$	4,293		$	44,645
Cash Flows from Investing Activities:
Net cash used in investing activities		(3,644	)		(34,467	)		(3,877	)		6,280			(35,708	)
Cash Flows from Financing Activities:
Change in debt		(52,177	)		—			2,625			—			(49,552	)
Proceeds from issuance of common stock		2,731			—			—			—			2,731
Repurchase of common stock		(1,827	)		—			—			—			(1,827	)
Equity contribution received		—			398			6,279			(6,677	)		—
Change in intercompany payable		(186	)		(2,854	)		6,936			(3,896	)		—
Dividends on common stock		(8,568	)		—			—			—			(8,568	)
Net cash provided by (used in) financing activities		(60,027	)		(2,456	)		15,840			(10,573	)		(57,216	)
Cash Flows from Discontinued Operations:
Net cash provided by (used in) discontinued operations		14,558			324			2,597			—			17,479
Net change in Cash and Cash Equivalents		(32,714	)		1,009			905			—			(30,800	)
Effect of foreign currency translation		—			—			79			—			79
Cash and Cash Equivalents at the Beginning of Period		41,130			809			2,155			—			44,094
Cash and Cash Equivalents at the End of Period	$	8,416		$	1,818		$	3,139		$	—		$	13,373

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Fiscal 2010

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	(18,158	)	$	47,879		$	6,203		$	(233	)	$	35,691
Cash Flows from Investing Activities:
Net cash used in investing activities		(60,026	)		(10,884	)		(643	)		—			(71,553	)
Cash Flows from Financing Activities:
Repayments of company owned life insurance policy loans		(4,125	)		—			—			—			(4,125	)
Proceeds from issuance of common stock		177			—			—			—			177
Change in intercompany payable		44,288			(42,491	)		(2,030	)		233			—
Dividends on common stock		(7,275	)		—			—			—			(7,275	)
Net cash provided by (used in) financing activities		33,065			(42,491	)		(2,030	)		233			(11,223	)
Cash Flows from Discontinued Operations:
Net cash provided by (used in) discontinued operations		80,316			5,802			(3,258	)		—			82,860
Net change in Cash and Cash Equivalents		35,197			306			272			—			35,775
Effect of foreign currency translation		—			—			31			—			31
Cash and Cash Equivalents at the Beginning of Period		5,933			503			1,852			—			8,288
Cash and Cash Equivalents at the End of Period	$	41,130		$	809		$	2,155		$	—		$	44,094

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Fiscal 2009

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
Cash Flows From Operating Activities:
Net cash provided by (used in) operating activities	$	8,953		$	51,203		$	593		$	226		$	60,975
Cash Flows from Investing Activities:
Net cash used in investing activities		(5,851	)		(6,927	)		(2,132	)		3,613			(11,297	)
Cash Flows from Financing Activities:
Change in debt		(27,722	)		—			(5,598	)		—			(33,320	)
Repurchase of 87/8% Senior Unsecured Notes		(166,805	)		—			—			—			(166,805	)
Proceeds from the issuance of 113/8% Senior Secured Notes		146,029			—			—			—			146,029
Deferred financing costs paid		(5,049	)		—			—			—			(5,049	)
Proceeds from issuance of common stock		8			—			—			—			8
Equity contribution received		—			—			3,613			(3,613	)		—
Change in intercompany payable		44,507			(44,177	)		(104	)		(226	)		—
Dividends on common stock		(5,889	)		—			—			—			(5,889	)
Net cash provided by (used in) financing activities		(14,921	)		(44,177	)		(2,089	)		(3,839	)		(65,026	)
Cash Flows from Discontinued Operations:
Net cash provided by discontinued operations		16,225			300			4,054			—			20,579
Net change in Cash and Cash Equivalents		4,406			399			426			—			5,231
Effect of foreign currency translation		—			—			(233	)		—			(233	)
Cash and Cash Equivalents at the Beginning of Period		1,527			104			1,659			—			3,290
Cash and Cash Equivalents at the End of Period	$	5,933		$	503		$	1,852		$	—		$	8,288