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Consolidating Financial Data of Subsidiary Guarantors

6 Months Ended

Jul. 30, 2011

Consolidating Financial Data of Subsidiary Guarantors

Consolidating Financial Data of Subsidiary Guarantors

8. Consolidating Financial Data of Subsidiary Guarantors: 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 our 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 July 30, 2011, January 29, 2011 and July 31, 2010 (in thousands) as well as our condensed consolidating statements of operations for the second quarter and first half of each of fiscal 2011 and fiscal 2010 (in thousands) and our condensed consolidating statements of cash flows for the first half of fiscal 2011 and fiscal 2010 (in thousands).

OXFORD INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS

July 30, 2011

	Oxford Industries (Parent)		Subsidiary Guarantors		Subsidiary Non- Guarantors		Consolidating Adjustments		Consolidated Total
ASSETS
Cash and cash equivalents	$ 31,545		$ 1,648		$ 4,582		$ —		$ 37,775
Receivables, net	19,606		9,253		48,613		(23,570	)	53,902
Inventories, net	(15,864	)	78,058		16,698		(1,161	)	77,731
Prepaid expenses and deferred tax assets	18,177		13,099		3,526		(1,207	)	33,595
Assets related to discontinued operations, net	508		—		—		—		508
Total current assets	53,972		102,058		73,419		(25,938	)	203,511
Property and equipment, net	6,712		75,685		4,492		—		86,889
Goodwill and intangible assets, net	—		158,744		24,637		—		183,381
Other non-current assets, net	613,037		142,834		4,553		(740,634	)	19,790
Total Assets	$673,721		$479,321		$107,101		$(766,572	)	$493,571

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities related to continuing operations	$ 1,081		$ 69,475		$ 47,695		$ (17,228	)	$ 101,023
Current liabilities related to discontinued operations	1,362		—		—		—		1,362
Long-term debt, less current maturities	108,088		—		—		—		108,088
Other non-current liabilities	368,821		(346,937	)	144,517		(112,232	)	54,169
Non-current deferred income taxes	(4,238	)	28,582		5,978		—		30,322
Total shareholders’/invested equity	198,607		728,201		(91,089	)	(637,112	)	198,607
Total Liabilities and Shareholders’ Equity	$673,721		$479,321		$107,101		$(766,572	)	$493,571

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	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	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.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS

July 31, 2010

	Oxford Industries (Parent)		Subsidiary Guarantors		Subsidiary Non- Guarantors		Consolidating Adjustments		Consolidated Total
ASSETS
Cash and cash equivalents	$ 25,218		$ 583		$ 2,370		$ —		$ 28,171
Receivables, net	10,233		7,641		37,336		(9,665	)	45,545
Inventories, net	(13,721	)	58,090		13,581		(723	)	57,227
Prepaid expenses and deferred tax assets, net	18,067		9,828		4,415		(1,713	)	30,597
Assets related to discontinued operations, net	41,752		6,293		7,808		—		55,853
Total current assets	81,549		82,435		65,510		(12,101	)	217,393
Property and equipment, net	7,876		59,941		5,106		—		72,923
Goodwill and intangible assets, net	—		112,535		23,691		—		136,226
Other non-current assets, net	507,055		142,844		6,835		(640,521	)	16,213
Total Assets	$596,480		$397,755		$101,142		$(652,622	)	$442,755

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities related to continuing operations	$ 9,408		$ 47,747		$ 30,589		$ (7,307	)	$ 80,437
Current liabilities related to discontinued operations	8,490		—		10,782		—		19,272
Long-term debt, less current maturities	146,736		—		—		—		146,736
Other non-current liabilities	313,999		(303,270	)	144,225		(108,554	)	46,400
Non-current deferred income taxes	(3,920	)	25,609		6,454		—		28,143
Total shareholders’/invested equity	121,767		627,669		(90,908	)	(536,761	)	121,767
Total Liabilities and Shareholders’ Equity	$596,480		$397,755		$101,142		$(652,622	)	$442,755

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Second Quarter Fiscal 2011

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
Net sales	$	25,421		$	139,883		$	22,326		$	(6,984	)	$	180,646
Cost of goods sold	17,197			53,425			11,305			(4,218		)	77,709
Gross profit	8,224			86,458			11,021			(2,766		)	102,937
SG&A including amortization of intangible assets and change in fair value of contingent consideration	5,928			71,983			13,001			(1,664		)	89,248
Royalties and other operating income	44			2,231			1,787			(40		)	4,022
Operating income	2,340			16,706			(193		)	(1,142		)	17,711
Interest expense (income), net	5,477			(1,166		)	771			(814		)	4,268
Loss on repurchase of 113/8% Senior Secured Notes	8,248			—			—			—			8,248
Income from equity investment	12,870			—			—			(12,870		)	—
Earnings (loss) from continuing operations before income taxes	1,485			17,872			(964		)	(13,198		)	5,195
Income taxes (benefit)	(2,247		)	4,506			(469		)	(115		)	1,675
Earnings (loss) from continuing operations	3,732			13,366			(495		)	(13,083		)	3,520
Earnings (loss) from discontinued operations, net of taxes	(916		)	—			—			—			(916		)
Net earnings (loss)	$	2,816		$	13,366		$	(495	)	$	(13,083	)	$	2,604

Second Quarter Fiscal 2010

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non-Guarantors			Consolidating Adjustments			Consolidated Total
Net sales	$	25,220		$	106,294		$	18,536		$	(7,069	)	$	142,981
Cost of goods sold	17,666			41,568			8,424			(3,695		)	63,963
Gross profit	7,554			64,726			10,112			(3,374		)	79,018
SG&A including amortization of intangible assets and change in fair value of contingent consideration	7,651			56,253			11,264			(3,606		)	71,562
Royalties and other operating income	6			2,054			1,802			(139		)	3,723
Operating income (loss)	(91		)	10,527			650			93			11,179
Interest expense (income), net	5,006			(1,077		)	717			407			5,053
Income from equity investment	7,907			—			—			(7,907		)	—
Earnings (loss) from continuing operations before income taxes	2,810			11,604			(67		)	(8,221		)	6,126
Income taxes (benefit)	(2,231		)	3,816			(29		)	(109		)	1,447
Earnings (loss) from continuing operations	5,041			7,788			(38		)	(8,112		)	4,679
Earnings (loss) from discontinued operations, net of taxes	2,382			(37		)	195			—			2,540
Net earnings	$	7,423		$	7,751		$	157		$	(8,112	)	$	7,219

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

First Half Fiscal 2011

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors			Consolidating Adjustments			Consolidated Total
Net sales	$	61,142		$	298,884		$	44,018		$	(15,090	)	$	388,954
Cost of goods sold	41,632			116,066			19,574			(8,915		)	168,357
Gross profit	19,510			182,818			24,444			(6,175		)	220,597
SG&A including amortization of intangible assets and change in fair value of contingent consideration	16,242			145,172			25,479			(5,907		)	180,986
Royalties and other operating income	98			5,144			3,668			(97		)	8,813
Operating income	3,366			42,790			2,633			(365		)	48,424
Interest expense (income), net	9,904			(2,363		)	1,530			1			9,072
Loss on repurchase of 113/8% Senior Secured Notes	8,248			—			—			—			8,248
Income from equity investment	34,771			—			—			(34,771		)	—
Earnings from continuing operations before income taxes	19,985			45,153			1,103			(35,137		)	31,104
Income taxes (benefit)	(974		)	11,842			(215		)	(129		)	10,524
Earnings from continuing operations	20,959			33,311			1,318			(35,008		)	20,580
Earnings (loss) from discontinued operations, net of taxes	(19		)	143			—			—			124
Net earnings	$	20,940		$	33,454		$	1,318		$	(35,008	)	$	20,704

First Half Fiscal 2010

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors		Consolidating Adjustments			Consolidated Total
Net sales	$	57,799		$	223,223		$	39,357	$	(13,773	)	$	306,606
Cost of goods sold	39,965			88,452			16,907		(7,443		)	137,881
Gross profit	17,834			134,771			22,450		(6,330		)	168,725
SG&A including amortization of intangible assets and change in fair value of contingent consideration	20,707			114,266			22,576		(7,738		)	149,811
Royalties and other operating income	28			4,154			3,376		(322		)	7,236
Operating income (loss)	(2,845		)	24,659			3,250		1,086			26,150
Interest expense (income), net	9,929			(2,118		)	1,399		810			10,020
Income from equity investment	19,167			—			—		(19,167		)	—
Earnings from continuing operations before income taxes	6,393			26,777			1,851		(18,891		)	16,130
Income taxes (benefit)	(7,541		)	9,882			489		97			2,927
Earnings from continuing operations	13,934			16,895			1,362		(18,988		)	13,203
Earnings from discontinued operations, net of taxes	5,604			780			129		—			6,513
Net earnings	$	19,538		$	17,675		$	1,491	$	(18,988	)	$	19,716

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

First Half 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	$	(18,587	)	$	57,385		$	(5,536	)	$	398		$	33,660
Cash Flows from Investing Activities:
Purchases of property and equipment	(652		)	(11,499		)	(575		)	—			(12,726		)
Other	(398		)	—			—			—			(398		)
Net cash used in investing activities	(1,050		)	(11,499		)	(575		)	—			(13,124		)
Cash Flows from Financing Activities:
Change in debt	(46,600		)	—			4,361			—			(42,239		)
Proceeds from issuance of common stock	1,413			—			—			—			1,413
Change in intercompany payable	44,388			(45,371		)	1,381			(398		)	—
Dividends on common stock	(4,285		)	—			—			—			(4,285		)
Net cash provided by (used in) financing activities	(5,084		)	(45,371		)	5,742			(398		)	(45,111		)
Cash Flows from Discontinued Operations:
Net cash provided by discontinued operations	15,136			324			2,597			—			18,057
Net change in Cash and Cash Equivalents	(9,585		)	839			2,228			—			(6,518		)
Effect of foreign currency translation	—			—			199			—			199
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	$	31,545		$	1,648		$	4,582		$	—		$	37,775

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

First Half 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	$	(12,960	)	$	37,151		$	(6,237	)	23			$	17,977
Cash Flows from Investing Activities:
Purchases of property and equipment	(531		)	(2,483		)	(356		)	—			(3,370		)
Other	99			—			—			—			99
Net cash used in investing activities	(432		)	(2,483		)	(356		)	—			(3,271		)
Cash Flows from Financing Activities:
Change in debt	—			—			1,172			—			1,172
Proceeds from issuance of common stock	230			—			—			—			230
Change in intercompany payable	35,821			(34,624		)	(1,174		)	(23		)	—
Dividends on common stock	(3,638		)	—			—			—			(3,638		)
Net cash provided by (used in) financing activities	32,413			(34,624		)	(2		)	(23		)	(2,236		)
Cash Flows from Discontinued Operations:
Net cash provided by discontinued operations	264			36			7,238			—			7,538
Net change in Cash and Cash Equivalents	19,285			80			643			—			20,008
Effect of foreign currency translation	—			—			(125		)	—			(125		)
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	$	25,218		$	583		$	2,370		$	—		$	28,171