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Consolidating Financial Data of Subsidiary Guarantors

9 Months Ended

Oct. 29, 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 October 29, 2011, January 29, 2011 and October 30, 2010 (in thousands) as well as our condensed consolidating statements of operations for the third quarter and first nine months of each of fiscal 2011 and fiscal 2010 (in thousands) and our condensed consolidating statements of cash flows for the first nine months of fiscal 2011 and fiscal 2010 (in thousands).

OXFORD INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS

October 29, 2011

	Oxford Industries (Parent)		Subsidiary Guarantors		Subsidiary Non- Guarantors		Consolidating Adjustments		Consolidated Total
ASSETS
Cash and cash equivalents	$ 1,332		$ 730		$ 2,900		$ —		$ 4,962
Receivables, net	23,287		12,683		54,077		(23,675	)	66,372
Inventories, net	(18,152	)	98,434		12,058		(1,337	)	91,003
Prepaid expenses and deferred tax assets	17,996		13,064		3,978		(17	)	35,021
Total current assets	24,463		124,911		73,013		(25,029	)	197,358
Property and equipment, net	6,291		79,318		5,512		—		91,121
Goodwill and intangible assets, net	—		158,500		24,137		—		182,637
Other non-current assets, net	611,917		143,229		4,646		(741,407	)	18,385
Total Assets	$642,671		$ 505,958		$107,308		$(766,436	)	$489,501

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities related to continuing operations	$ 1,667		$ 79,766		$ 37,953		$ (16,150	)	$103,236
Long-term debt, less current maturities	103,290		—		—		—		103,290
Other non-current liabilities	342,978		(329,875	)	153,002		(112,232	)	53,873
Non-current deferred income taxes	(3,628	)	28,472		5,894		—		30,738
Total shareholders’/invested equity	198,364		727,595		(89,541	)	(638,054	)	198,364
Total Liabilities and Shareholders’ Equity	$642,671		$ 505,958		$107,308		$(766,436	)	$489,501

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

October 30, 2010

	Oxford Industries (Parent)		Subsidiary Guarantors		Subsidiary Non- Guarantors		Consolidating Adjustments		Consolidated Total
ASSETS
Cash and cash equivalents	$ 1,273		$ 563		$ 2,540		$ —		$ 4,376
Receivables, net	18,396		9,399		39,823		(8,718	)	58,900
Inventories, net	(15,529	)	71,186		8,463		(636	)	63,484
Prepaid expenses and deferred tax assets, net	17,589		10,291		3,559		(1,152	)	30,287
Assets related to discontinued operations, net	69,200		6,859		8,877		—		84,936
Total current assets	90,929		98,298		63,262		(10,506	)	241,983
Property and equipment, net	7,531		62,147		5,043		—		74,721
Goodwill and intangible assets, net	—		112,653		23,931		—		136,584
Other non-current assets, net	517,873		142,457		3,882		(643,031	)	21,181
Total Assets	$616,333		$ 415,555		$ 96,118		$(653,537	)	$474,469

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities related to continuing operations	$ 32,905		$ 50,229		$ 25,815		$ (5,717	)	$103,232
Current liabilities related to discontinued operations	11,570		—		9,972		—		21,542
Long-term debt, less current maturities	146,900		—		—		—		146,900
Other non-current liabilities	301,217		(289,059	)	143,790		(108,597	)	47,351
Non-current deferred income taxes	(3,950	)	25,233		6,455		15		27,753
Total shareholders’/invested equity	127,691		629,152		(89,914	)	(539,238	)	127,691
Total Liabilities and Shareholders’ Equity	$616,333		$ 415,555		$ 96,118		$(653,537	)	$474,469

OXFORD INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Third Quarter Fiscal 2011

	Oxford Industries (Parent)		Subsidiary Guarantors			Subsidiary Non- Guarantors		Consolidating Adjustments			Consolidated Total
Net sales	$	35,378	$	117,704		$	26,509	$	(9,311	)	$	170,280
Cost of goods sold	24,300		51,482			11,890		(6,132		)	81,540
Gross profit	11,078		66,222			14,619		(3,179		)	88,740
SG&A including amortization of intangible assets and change in fair value of contingent consideration	5,148		70,247			13,394		(3,028		)	85,761
Royalties and other operating income	41		2,021			1,845		(70		)	3,837
Operating income	5,971		(2,004		)	3,070		(221		)	6,816
Interest expense (income), net	4,120		(1,227		)	813		(1		)	3,705
Loss on repurchase of senior secured notes	769		—			—		—			769
Income from equity investment	1,037		—			—		(1,037		)	—
Earnings (loss) from continuing operations before income taxes	2,119		(777		)	2,257		(1,257		)	2,342
Income taxes (benefit)	379		(154		)	597		(91		)	731
Earnings (loss) from continuing operations	1,740		(623		)	1,660		(1,166		)	1,611
Earnings (loss) from discontinued operations, net of taxes	13		—			—		—			13
Net earnings (loss)	$	1,753	$	(623	)	$	1,660	$	(1,166	)	$	1,624

Third Quarter Fiscal 2010

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors		Consolidating Adjustments			Consolidated Total
Net sales	$	32,966		$	90,608		$	24,155	$	(8,102	)	$	139,627
Cost of goods sold	21,980			38,236			10,156		(4,430		)	65,942
Gross profit	10,986			52,372			13,999		(3,672		)	73,685
SG&A including amortization of intangible assets and change in fair value of contingent consideration	7,633			54,030			12,483		(2,910		)	71,236
Royalties and other operating income	(7		)	1,886			2,244		(141		)	3,982
Operating income	3,346			228			3,760		(903		)	6,431
Interest expense (income), net	6,390			(1,115		)	774		(954		)	5,095
Income from equity investment	5,149			—			—		(5,149		)	—
Earnings from continuing operations before income taxes	2,105			1,343			2,986		(5,098		)	1,336
Income taxes (benefit)	(1,287		)	517			770		17			17
Earnings from continuing operations	3,392			826			2,216		(5,115		)	1,319
Earnings from discontinued operations, net of taxes	3,034			333			864		—			4,231
Net earnings	$	6,426		$	1,159		$	3,080	$	(5,115	)	$	5,550

OXFORD INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

First Nine Months Fiscal 2011

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors		Consolidating Adjustments			Consolidated Total
Net sales	$	96,520		$	416,588		$	70,527	$	(24,401	)	$	559,234
Cost of goods sold	65,932			167,548			31,464		(15,047		)	249,897
Gross profit	30,588			249,040			39,063		(9,354		)	309,337
SG&A including amortization of intangible assets and change in fair value of contingent consideration	21,390			215,419			38,873		(8,935		)	266,747
Royalties and other operating income	139			7,165			5,513		(167		)	12,650
Operating income	9,337			40,786			5,703		(586		)	55,240
Interest expense (income), net	14,024			(3,590		)	2,343		—			12,777
Loss on repurchase of senior secured notes	9,017			—			—		—			9,017
Income from equity investment	35,808			—			—		(35,808		)	—
Earnings from continuing operations before income taxes	22,104			44,376			3,360		(36,394		)	33,446
Income taxes (benefit)	(595		)	11,688			382		(220		)	11,255
Earnings from continuing operations	22,699			32,688			2,978		(36,174		)	22,191
Earnings (loss) from discontinued operations, net of taxes	(6		)	143			—		—			137
Net earnings	$	22,693		$	32,831		$	2,978	$	(36,174	)	$	22,328

First Nine Months Fiscal 2010

	Oxford Industries (Parent)			Subsidiary Guarantors			Subsidiary Non- Guarantors		Consolidating Adjustments			Consolidated Total
Net sales	$	90,765		$	313,831		$	63,512	$	(21,875	)	$	446,233
Cost of goods sold	61,945			126,688			27,063		(11,873		)	203,823
Gross profit	28,820			187,143			36,449		(10,002		)	242,410
SG&A including amortization of intangible assets and change in fair value of contingent consideration	28,340			168,336			35,019		(10,648		)	221,047
Royalties and other operating income	21			6,048			5,612		(463		)	11,218
Operating income	501			24,855			7,042		183			32,581
Interest expense (income), net	16,319			(3,233		)	2,173		(144		)	15,115
Income from equity investment	23,407			—			—		(23,407		)	—
Earnings from continuing operations before income taxes	7,589			28,088			4,869		(23,080		)	17,466
Income taxes (benefit)	(8,828		)	10,399			1,259		114			2,944
Earnings from continuing operations	16,417			17,689			3,610		(23,194		)	14,522
Earnings from discontinued operations, net of taxes	8,638			1,113			993		—			10,744
Net earnings	$	25,055		$	18,802		$	4,603	$	(23,194	)	$	25,266

OXFORD INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

First Nine Months 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	$	(21,924	)	$	48,542		$	(7,582	)	$	398		$	19,434
Cash Flows from Investing Activities:
Purchases of property and equipment	(790		)	(19,703		)	(1,955		)	—			(22,448		)
Other	(398		)	—			—			—			(398		)
Net cash used in investing activities	(1,188		)	(19,703		)	(1,955		)	—			(22,846		)
Cash Flows from Financing Activities:
Change in debt	(50,554		)	—			1,665			—			(48,889		)
Proceeds from issuance of common stock	2,017			—			—			—			2,017
Change in intercompany payable	23,718			(29,242		)	5,922			(398		)	—
Dividends on common stock	(6,425		)	—			—			—			(6,425		)
Net cash provided by (used in) financing activities	(31,244		)	(29,242		)	7,587			(398		)	(53,297		)
Cash Flows from Discontinued Operations:
Net cash provided by discontinued operations	14,558			324			2,597			—			17,479
Net change in Cash and Cash Equivalents	(39,798		)	(79		)	647			—			(39,230		)
Effect of foreign currency translation	—			—			98			—			98
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	$	1,332		$	730		$	2,900		$	—		$	4,962

OXFORD INDUSTRIES, INC.

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

First Nine Months 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	$	(20,907	)	$	27,753		$	1,781		$	130		$	8,757
Cash Flows from Investing Activities:
Net cash used in investing activities	(607		)	(8,224		)	(526		)	—			(9,357		)
Cash Flows from Financing Activities:
Change in debt	20,273			—			628			—			20,901
Repayments of company-owned life insurance policy loans	(4,125		)	—			—			—			(4,125		)
Proceeds from issuance of common stock	362			—			—			—			362
Change in intercompany payable	21,933			(20,502		)	(1,301		)	(130		)	—
Dividends on common stock	(5,460		)	—			—			—			(5,460		)
Net cash provided by (used in) financing activities	32,983			(20,502		)	(673		)	(130		)	11,678
Cash Flows from Discontinued Operations:
Net cash provided by (used in) discontinued operations	(16,129		)	733			424			—			(14,972		)
Net change in Cash and Cash Equivalents	(4,660		)	(240		)	1,006			—			(3,894		)
Effect of foreign currency translation	—			—			(18		)	—			(18		)
Cash and Cash Equivalents at the Beginning of Year	5,933			803			1,552			—			8,288
Cash and Cash Equivalents at the End of Period	$	1,273		$	563		$	2,540		$	—		$	4,376