OXFORD INDUSTRIES INC - Quarter Report: 2007 November (Form 10-Q)

 

 

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

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     

OXFORD INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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
(Address of principal executive offices)       (Zip Code)

(404) 659-2424
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ                 Accelerated filer o                 Non-accelerated filer o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

		Number of shares outstanding
Title of each class		as of January 4, 2008
Common Stock, $1 par value		16,049,881

 

 

OXFORD INDUSTRIES, INC.
INDEX TO FORM 10-Q
For the second quarter of Transition Period 2008

		Page
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Statements of Earnings (Unaudited)		3
Condensed Consolidated Balance Sheets (Unaudited)		4
Condensed Consolidated Statements of Cash Flows (Unaudited)		5
Notes to Unaudited Condensed Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Item 4. Controls and Procedures		32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		32
Item 1A. Risk Factors		32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		33
Item 3. Defaults Upon Senior Securities		33
Item 4. Submission of Matters to a Vote of Security Holders		33
Item 5. Other Information		34
Item 6. Exhibits		34
Signatures		35
EX-10.2 FIRST AMENDMENT TO EXECUTIVE PERFORMANCE INCENTIVE PLAN
EX-10.3 LETTER AGREEMENT DATED NOVEMBER 8, 2007
EX-10.4 AMENDMENT TO LETTER AGREEMENT DATED NOVEMBER 9, 2007
EX-10.5 EMPLOYMENT OFFER LETTER TO KNOWLTON J. O'REILLY
EX-31.1 SECTION 302 CERTIFICATION OF THE PEO
EX-31.2 SECTION 302 CERTIFICATION OF THE PFO
EX-32 SECTION 906 CERTIFICATIONS OF THE PEO AND PFO

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

     Our Securities and Exchange Commission filings and public announcements often include forward-looking statements about future events. Generally, the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. We intend for all such forward-looking statements contained herein, the entire contents of our website, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, to be covered by the safe harbor provisions for forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Important assumptions relating to these forward-looking statements include, among others, assumptions regarding general and regional economic conditions, including those that affect consumer demand and spending, demand for our products, timing of shipments to our wholesale customers, expected pricing levels, competitive conditions, the timing and cost of planned capital expenditures, expected synergies in connection with acquisitions and joint ventures, raw material costs, expected outcomes of pending or potential litigation and regulatory actions and the results of our share repurchase transaction. Forward-looking statements reflect our current expectations, based on currently available information, and are not guarantees of performance. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these expectations could prove inaccurate as such statements involve risks and uncertainties, many of which are beyond our ability to control or predict. Should one or more of these risks or uncertainties, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Important factors relating to these risks and uncertainties include, but are not limited to, those described in Part I, Item 1A. Risk Factors contained in our fiscal 2007 Form 10-K, as updated by Part II, Item 1A. Risk Factors in this report and those described from time to time in our future reports filed with the Securities and Exchange Commission.

     We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. We disclaim any intention, obligation or duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

DEFINITIONS

     As used in this report, unless the context requires otherwise, “our,” “us” and “we” mean Oxford Industries, Inc. and its consolidated subsidiaries. Also, the terms “FASB,” “SFAS,” “EITF” and “SEC” mean the Financial Accounting Standards Board, Statement of Financial Accounting Standards, Emerging Issues Task Force and the U.S. Securities and Exchange Commission, respectively.

     On October 8, 2007, our board of directors approved a change to our fiscal year end. Effective with our fiscal year which commenced on June 2, 2007, our fiscal year will end at the end of the Saturday closest to January 31 and will, in each case, begin at the beginning of the day next following the last day of the preceding fiscal year. Accordingly, there will be a transition period from June 2, 2007 through February 2, 2008. We have filed a Form 10-Q for the quarter ended August 31, 2007, are filing this Form 10-Q for the quarter ended November 30, 2007 and will file a transition report on Form 10-K for the transition period from June 2, 2007 through February 2, 2008. Additionally, the terms listed below (or words of similar import) reflect the respective period noted:

Fiscal 2008		52 weeks ending January 31, 2009
Transition period 2008		35 weeks and one day ending February 2, 2008
Fiscal 2007		52 weeks ended June 1, 2007
Fourth quarter of fiscal 2008		13 weeks ending January 31, 2009
Third quarter of fiscal 2008		13 weeks ending November 1, 2008
Second quarter of fiscal 2008		13 weeks ending August 2, 2008
First quarter of fiscal 2008		13 weeks ending May 3, 2008

Third quarter of transition period 2008		9 weeks and one day ending February 2, 2008
Second quarter of transition period 2008		13 weeks ended November 30, 2007
First quarter of transition period 2008		13 weeks ended August 31, 2007
First six months of transition period 2008		26 weeks ended November 30, 2007
First six months of fiscal 2007		26 weeks ended December 1, 2006
Fourth quarter of fiscal 2007		13 weeks ended June 1, 2007
Third quarter of fiscal 2007		13 weeks ended March 2, 2007
Second quarter of fiscal 2007		13 weeks ended December 1, 2006
First quarter of fiscal 2007		13 weeks ended September 1, 2006

PART I. FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OXFORD INDUSTRIES, INC.

		Second Quarter								First Six Months
		Transition								Transition
		Period 2008				Fiscal 2007				Period 2008				Fiscal 2007
Net sales		$	294,486			$	290,987			$	532,433			$	575,065
Cost of goods sold			179,566				179,187				320,062				355,154
Gross profit			114,920				111,800				212,371				219,911
Selling, general and administrative expenses			94,706				89,124				183,567				175,570
Amortization of intangible assets			1,202				1,550				2,392				3,097
			95,908				90,674				185,959				178,667
Royalties and other operating income			5,475				3,894				9,259				6,786
Operating income			24,487				25,020				35,671				48,030
Interest expense, net			5,930				5,951				10,926				11,443
Earnings before income taxes			18,557				19,069				24,745				36,587
Income taxes			5,954				6,924				7,366				13,287
Net earnings from continuing operations			12,603				12,145				17,379				23,300
Earnings (loss) from discontinued operations, net of taxes			—				8				—				(197	)
Net earnings		$	12,603			$	12,153			$	17,379			$	23,103
Net earnings from continuing operations per common share:
Basic		$	0.72			$	0.69			$	0.98			$	1.32
Diluted		$	0.71			$	0.68			$	0.98			$	1.31
Earnings (loss) from discontinued operations per common share:
Basic		$	0.00			$	0.00			$	0.00			$	(0.01	)
Diluted		$	0.00			$	0.00			$	0.00			$	(0.01	)
Net earnings per common share:
Basic		$	0.72			$	0.69			$	0.98			$	1.31
Diluted		$	0.71			$	0.68			$	0.98			$	1.30
Weighted average common shares outstanding:
Basic			17,553				17,654				17,667				17,624
Dilutive impact of options and restricted shares			104				209				146				204
Diluted			17,657				17,863				17,813				17,828
Dividends per common share		$	0.18			$	0.15			$	0.36			$	0.30

See accompanying notes.

OXFORD INDUSTRIES, INC.

		November 30,				June 1,				December 1,
		2007				2007				2006
ASSETS
Current Assets:
Cash and cash equivalents		$	21,489			$	36,882			$	8,794
Receivables, net			164,589				138,035				166,680
Inventories			140,900				137,333				138,990
Prepaid expenses			20,724				21,991				19,618
Total current assets			347,702				334,241				334,082
Property, plant and equipment, net			92,357				87,323				81,021
Goodwill, net			224,778				222,430				202,054
Intangible assets, net			236,050				234,081				236,261
Other non-current assets, net			32,186				30,663				29,990
Total Assets		$	933,073			$	908,738			$	883,408
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Trade accounts payable and other accrued expenses		$	96,532			$	84,385			$	98,538
Accrued compensation			19,605				26,254				19,788
Additional acquisition cost payable			—				22,575				—
Income taxes payable			5,310				8,827				1,200
Short-term debt and current maturities of long-term debt			32,914				403				90
Current liabilities related to discontinued operations			—				—				5,452
Total current liabilities			154,361				142,444				125,068
Long-term debt, less current maturities			244,384				199,294				217,005
Other non-current liabilities			52,061				40,947				35,082
Non-current deferred income taxes			71,172				75,108				81,075
Commitments and contingencies
Shareholders’ Equity:
Preferred stock, $1.00 par value; 30,000 authorized and none issued and outstanding at November 30, 2007; June 1, 2007; and December 1, 2006			—				—				—
Common stock, $1.00 par value; 60,000 authorized and 16,040 issued and outstanding at November 30, 2007; 17,843 issued and outstanding at June 1, 2007; and 17,775 issued and outstanding at December 1, 2006			16,040				17,843				17,775
Additional paid-in capital			85,028				81,611				78,625
Retained earnings			294,323				341,369				318,749
Accumulated other comprehensive income			15,704				10,122				10,029
Total shareholders’ equity			411,095				450,945				425,178
Total Liabilities and Shareholders’ Equity		$	933,073			$	908,738			$	883,408

See accompanying notes.

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		First Six Months
		Transition
		Period 2008				Fiscal 2007
Cash Flows From Operating Activities:
Net earnings from continuing operations		$	17,379			$	23,300
Adjustments to reconcile earnings from continuing operations to net cash provided by (used in) operating activities:
Depreciation			8,544				7,642
Amortization of intangible assets			2,392				3,097
Amortization of deferred financing costs and bond discount			1,254				1,232
Stock compensation expense			1,166				1,702
Loss on sale of property, plant and equipment and impairment loss			722				476
Equity loss (income) from unconsolidated entities			(950	)			(604	)
Deferred income taxes			(2,094	)			785
Changes in working capital:
Receivables			(22,947	)			(21,273	)
Inventories			(2,941	)			(14,676	)
Prepaid expenses			(1,896	)			(170	)
Current liabilities			2,668				(16,371	)
Other non-current assets			(1,739	)			(905	)
Other non-current liabilities			5,020				5,067
Net cash provided by (used in) operating activities			6,578				(10,698	)
Cash Flows From Investing Activities:
Acquisitions, net of cash acquired			(21,562	)			(12,111	)
Investment in unconsolidated entity			(324	)			(9,090	)
Purchases of property, plant and equipment			(16,410	)			(15,268	)
Proceeds from sale of property, plant and equipment			2,349				32
Net cash provided by (used in) investing activities			(35,947	)			(36,437	)
Cash Flows From Financing Activities:
Repayment of financing arrangements			(63,526	)			(123,676	)
Proceeds from financing arrangements			141,019				140,526
Repurchase of common stock			(60,000	)			—
Proceeds from issuance of common stock including tax benefits			2,385				2,240
Dividends on common stock			(6,453	)			(7,970	)
Net cash provided by (used in) financing activities			13,425				11,120
Cash Flows From Discontinued Operations:
Net operating cash flows provided by discontinued operations			—				33,746
Net cash provided by (used in) discontinued operations			—				33,746
Net change in cash and cash equivalents			(15,944	)			(2,269	)
Effect of foreign currency translation on cash and cash equivalents			551				584
Cash and cash equivalents at the beginning of period			36,882				10,479
Cash and cash equivalents at the end of period		$	21,489			$	8,794
Supplemental disclosure of cash flow information:
Cash paid for interest, net		$	1,142			$	10,682
Cash paid for income taxes		$	10,421			$	19,538

See accompanying notes.

OXFORD INDUSTRIES, INC.

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 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 primarily due to the impact of seasonality on our business. The accounting policies applied during the interim periods presented are consistent with the significant accounting policies as described in our fiscal 2007 Form 10-K. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto included in our fiscal 2007 Form 10-K.

     In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109 “Accounting for Income Taxes.” FIN 48 utilizes a two-step approach for evaluating tax positions. Recognition occurs when we conclude that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement is only addressed if step one has been satisfied. The tax benefit recorded is measured as the largest amount of benefit, determined on a cumulative probability basis that is more-likely-than-not to be realized upon ultimate settlement. Those tax positions failing to qualify for initial recognition are recognized in the first subsequent interim period they meet the more-likely-than-not standard, or are resolved through negotiation or litigation with the taxing authority, or upon expiration of the statute of limitations. De-recognition of a tax position that was previously recognized occurs when we subsequently determine that a tax position no longer meets the more-likely-than-not threshold of being sustained. We adopted FIN 48 during the first quarter of transition period 2008, resulting in an immaterial increase in retained earnings. Additionally, the adoption of FIN 48 resulted in the reclassification of certain amounts totaling approximately $5.3 million from income taxes payable and non-current deferred income taxes to other non-current liabilities. This reclassification is reflected as a non-cash operating item for statement of cash flow purposes. FIN 48 also requires expanded disclosure requirements, which are included in Note 5 below.

     EITF 06-4 “Endorsement Split-Dollar Life Insurance Arrangements” (“EITF 06-4”) was ratified in September 2006. EITF 06-4 requires that the post-retirement benefit portion of an endorsement-type split-dollar life insurance policy should be recognized as a liability because the obligation is not effectively settled by the purchase of the life insurance policy. The liability for future benefits is recognized based on the substantive agreement with the employee (which provides a future death benefit). We adopted EITF 06-4 during the first quarter of transition period 2008, resulting in the recognition of an immaterial current liability and a reduction to retained earnings to reflect the cumulative-effect adjustment.

     In September 2006, the FASB issued FASB Statement No. 157 “Fair Value Measurements” (“FAS 157”). FAS 157 is applicable in our next fiscal year. FAS 157 provides enhanced guidance for using fair value measurements for assets and liabilities. The standard also requires additional disclosures about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value and the effect of fair value measurements on earnings. We do not anticipate that the adoption of FAS 157 will have a material impact upon adoption.

     In February 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”). FAS 159 is applicable in our next fiscal year. FAS 159 permits entities to choose to measure eligible items in the balance sheet at fair value at specified election dates with the unrealized gains and losses recognized in earnings. We do not anticipate that the adoption of FAS 159 will have a material impact upon adoption.

2.

Inventories: The components of inventories as of the dates specified are summarized as follows (in thousands):

		November 30, 2007				June 1, 2007				December 1, 2006
Finished goods		$	152,846			$	139,087			$	135,804
Work in process			9,391				12,031				12,359
Fabric, trim and supplies			18,365				25,498				29,131
LIFO reserve			(39,702	)			(39,283	)			(38,304	)
Total		$	140,900			$	137,333			$	138,990

For operating group reporting, inventory is valued at the lower of FIFO cost or market. However for consolidated financial reporting, approximately $64.2 million of our inventories are valued at the lower of LIFO cost or market, after deducting the $39.7 million LIFO reserve, and approximately $76.7 million of our inventories are valued at the lower of FIFO cost or market.

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								First Six Months
		Transition								Transition
		Period 2008				Fiscal 2007				Period 2008				Fiscal 2007
Net earnings		$	12,603			$	12,153			$	17,379			$	23,103
Gain on foreign currency translation, net of tax			3,123				4,240				5,582				4,759
Comprehensive income		$	15,726			$	16,393			$	22,961			$	27,862

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. In connection with the close of fiscal 2007 and due to changes in our management reporting structure, we reassessed and changed our operating groups for reporting purposes. All fiscal 2007 amounts below have been restated to reflect the revised operating groups. Leaders of the operating groups report directly to our Chief Executive Officer. For further information on our operating groups, see Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report and Part I, Item 1. Business in our fiscal 2007 Form 10-K.

     The information below presents certain information about our operating groups (in thousands).

		Second Quarter								First Six Months
		Transition								Transition
		Period 2008				Fiscal 2007				Period 2008				Fiscal 2007
Net Sales
Tommy Bahama		$	110,297			$	107,807			$	209,495			$	211,955
Ben Sherman			45,576				43,825				83,133				82,917
Lanier Clothes			51,189				51,121				86,770				91,803
Oxford Apparel			87,091				88,121				152,426				187,158
Corporate and Other			333				113				609				1,232
Total		$	294,486			$	290,987			$	532,433			$	575,065
Depreciation
Tommy Bahama		$	3,125			$	2,762			$	6,243			$	5,434
Ben Sherman			667				515				1,283				972
Lanier Clothes			198				216				401				440
Oxford Apparel			244				293				504				586
Corporate and Other			53				109				113				210
Total		$	4,287			$	3,895			$	8,544			$	7,642

		Second Quarter								First Six Months
		Transition								Transition
		Period 2008				Fiscal 2007				Period 2008				Fiscal 2007
Amortization of Intangible Assets
Tommy Bahama		$	542			$	743			$	1,084			$	1,487
Ben Sherman			588				797				1,165				1,591
Lanier Clothes			30				—				60				—
Oxford Apparel			32				—				64				—
Corporate and Other			10				10				19				19
Total		$	1,202			$	1,550			$	2,392			$	3,097
Operating Income
Tommy Bahama		$	14,347			$	13,927			$	27,371			$	30,762
Ben Sherman			5,801				4,741				6,543				6,661
Lanier Clothes			1,955				3,721				2,262				6,217
Oxford Apparel			7,288				5,228				10,889				11,423
Corporate and Other			(4,904	)			(2,597	)			(11,394	)			(7,033	)
Total Operating Income		$	24,487			$	25,020			$	35,671			$	48,030
Interest Expense, net			5,930				5,951				10,926				11,443
Earnings Before Income Taxes		$	18,557			$	19,069			$	24,745			$	36,587

		November 30,				June 1,				December 1,
		2007				2007				2006
Assets
Tommy Bahama		$	490,513			$	469,414			$	448,087
Ben Sherman			229,779				223,779				221,421
Lanier Clothes			92,132				95,184				96,082
Oxford Apparel			107,688				96,627				116,934
Corporate and Other			12,961				23,734				884
Total		$	933,073			$	908,738			$	883,408

5.

Income Taxes: We file income tax returns in the United States and various state and foreign jurisdictions. Our federal, state, local and foreign income tax returns filed for years ended on or before May 30, 2003, with limited exceptions, are no longer subject to examination by tax authorities.

     As discussed in Note 1 above, we adopted FIN 48 in the first quarter of transition period 2008. Upon adoption, the gross amount of unrecognized tax benefits was approximately $5.3 million. Additionally, we recognized $0.6 million of related interest and penalties. If we were to prevail on all unrecognized tax benefits recorded, approximately $4.7 million of the reserve for unrecognized tax benefits recorded and the full amount of related interest and penalties would benefit the effective tax rate. The remaining $0.6 million of unrecognized tax benefits would be offset by benefits available in a different taxing jurisdiction.

     Interest and penalties associated with unrecognized tax positions are recorded within income tax expense in our consolidated statements of earnings.

     It is reasonably possible that the amount of unrecognized benefit with respect to certain of our unrecognized tax positions will increase or decrease within the next twelve months. Events that may cause these changes include the settlement of issues with taxing authorities or expiration of statutes of limitations. We do not expect these changes to have a significant effect on our results of operations or our financial position. The amount of unrecognized tax benefits did not change materially during the first six months of transition period 2008.

6.

Accelerated Share Repurchase: On October 31, 2007, our board of directors authorized the repurchase by us of up to $60 million of our outstanding common stock, replacing our previously announced stock repurchase authorization. On November 8, 2007, we entered into an accelerated share repurchase agreement with Bank of America, N.A., an unrelated third party, under which we are repurchasing $60 million of our common stock. The material terms of the agreement are as follows:

	•		The agreement provides for a capped accelerated share repurchase pursuant to which we will purchase shares of our common stock from Bank of America for an aggregate purchase price of $60 million.
	•		On November 8, 2007, we made a payment of $60 million to Bank of America in respect of the shares to be acquired under the agreement. We funded this payment from borrowings under our revolving credit facility.
	•		Bank of America made an initial delivery to us of 1.6 million shares of our common stock on November 16, 2007, and an additional delivery to us of 0.3 million shares of our common stock on November 20, 2007, with these 1.9 million shares being the minimum number of shares of our common stock that we will receive.
	•		The actual per share purchase price and the number of shares to be repurchased will be based on the volume weighted average price, or VWAP, of our common stock over a specified calculation period, beginning on November 20, 2007 and ending no earlier than March 19, 2008 and no later than May 19, 2008. The purchase price we will pay under the agreement will not exceed $30.95556 per share.
	•		At the end of the repurchase program, Bank of America will be required to deliver additional shares if the VWAP over the specified calculation period is below $30.95556.
	•		The agreement contains other terms and conditions governing the accelerated stock repurchase, including the circumstances under which Bank of America is permitted to terminate the program early or extend the repurchase period and the circumstances under which we may be required to purchase shares at a price in excess of the cap price or would receive shares representing less than $60 million of the VWAP for our common stock during the calculation period.

7.		Consolidating Financial Data of Subsidiary Guarantors: Our Senior Unsecured Notes are guaranteed by 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 of the United States. We use the equity method with respect to investment in subsidiaries included in other non-current assets in our condensed consolidating financial statements. Set forth below are our unaudited condensed consolidating balance sheets as of November 30, 2007, June 1, 2007, and December 1, 2006, our unaudited condensed consolidating statements of earnings for the second quarter and first six months of transition period 2008 and fiscal 2007 and our unaudited condensed consolidating statements of cash flows for the first six months of transition period 2008 and fiscal 2007 (in thousands).

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
November 30, 2007

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Cash and cash equivalents		$	11,237			$	1,088			$	9,164			$	—			$	21,489
Receivables, net			73,933				57,941				41,056				(8,341	)			164,589
Inventories			59,177				68,709				14,235				(1,221	)			140,900
Prepaid expenses			7,295				8,385				5,044				—				20,724
Total current assets			151,642				136,123				69,499				(9,562	)			347,702
Property, plant and equipment, net			8,458				76,919				6,980				—				92,357
Goodwill, net			1,847				168,932				53,999				—				224,778
Intangible assets, net			1,265				135,227				99,558				—				236,050
Other non-current assets, net			798,764				149,969				1,371				(917,918	)			32,186
Total Assets		$	961,976			$	667,170			$	231,407			$	(927,480	)		$	933,073
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities		$	75,168			$	55,628			$	31,492			$	(7,927	)		$	154,361
Long-term debt, less current portion			244,384				—				—				—				244,384
Non-current liabilities			235,760				(182,262	)			107,713				(109,150	)			52,061
Non-current deferred income taxes			(4,431	)			42,076				33,815				(288	)			71,172
Total shareholders’/invested equity			411,095				751,728				58,387				(810,115	)			411,095
Total Liabilities and Shareholders’/Invested Equity		$	961,976			$	667,170			$	231,407			$	(927,480	)		$	933,073

June 1, 2007

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Cash and cash equivalents		$	22,863			$	1,212			$	12,807			$	—			$	36,882
Receivables, net			52,226				61,076				31,184				(6,451	)			138,035
Inventories			70,273				52,644				15,114				(698	)			137,333
Prepaid expenses			8,808				8,293				4,890				—				21,991
Total current assets			154,170				123,225				63,995				(7,149	)			334,241
Property, plant and equipment, net			9,221				68,932				9,170				—				87,323
Goodwill, net			1,847				168,932				51,651				—				222,430
Intangible assets, net			1,349				136,370				96,362				—				234,081
Other non-current assets, net			767,701				150,496				1,346				(888,880	)			30,663
Total Assets		$	934,288			$	647,955			$	222,524			$	(896,029	)		$	908,738
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities			62,163				56,811				29,325				(5,855	)			142,444
Long-term debt, less current portion			199,294				—				—				—				199,294
Non-current liabilities			222,114				(184,807	)			112,789				(109,149	)			40,947
Non-current deferred income taxes			(228	)			43,604				31,732				—				75,108
Total shareholders’/invested equity			450,945				732,347				48,678				(781,025	)			450,945
Total Liabilities and Shareholders’ Equity		$	934,288			$	647,955			$	222,524			$	(896,029	)		$	908,738

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
December 1, 2006

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Current Assets:
Cash and cash equivalents		$	1,548			$	1,016			$	6,230			$	—			$	8,794
Receivables, net			75,096				62,401				36,801				(7,618	)			166,680
Inventories			61,908				61,877				15,809				(604	)			138,990
Prepaid expenses			8,219				7,880				3,519				—				19,618
Total current assets			146,771				133,174				62,359				(8,222	)			334,082
Property, plant and equipment, net			10,256				61,811				8,954				—				81,021
Goodwill, net			1,847				148,556				51,651				—				202,054
Intangible assets, net			1,432				137,918				96,911				—				236,261
Other non-current assets, net			709,426				150,214				1,391				(831,041	)			29,990
Total Assets		$	869,732			$	631,673			$	221,266			$	(839,263	)		$	883,408
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities related to continuing operations		$	48,479			$	45,900			$	32,224			$	(6,987	)		$	119,616
Current liabilities related to discontinued operations			5,192				276				(16	)			—				5,452
Long-term debt, less current portion			217,005				—				—				—				217,005
Non-current liabilities			174,733				(137,718	)			107,217				(109,150	)			35,082
Non-current deferred income taxes			(855	)			47,245				34,685				—				81,075
Total shareholders’/invested equity			425,178				675,970				47,156				(723,126	)			425,178
Total Liabilities and Shareholders’/Invested Equity		$	869,732			$	631,673			$	221,266			$	(839,263	)		$	883,408

UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
Second Quarter of Transition Period 2008

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net sales		$	134,710			$	124,394			$	47,077			$	(11,695	)		$	294,486
Cost of goods sold			105,130				57,596				20,362				(3,522	)			179,566
Gross profit			29,580				66,798				26,715				(8,173	)			114,920
Selling, general and administrative			25,613				56,865				22,193				(8,763	)			95,908
Royalties and other income			(3	)			2,805				3,066				(393	)			5,475
Operating income			3,964				12,738				7,588				197				24,487
Interest (income) expense, net			6,941				(3,528	)			2,502				15				5,930
Income from equity investment			14,020				—				—				(14,020	)			—
Earnings before income taxes			11,043				16,266				5,086				(13,838	)			18,557
Income taxes (benefit)			(1,444	)			5,578				1,758				62				5,954
Net earnings		$	12,487			$	10,688			$	3,328			$	(13,900	)		$	12,603

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF EARNINGS
First Six Months of Transition Period 2008

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net sales		$	234,125			$	231,427			$	87,016			$	(20,135	)		$	532,433
Cost of goods sold			183,692				102,734				37,746				(4,110	)			320,062
Gross profit			50,433				128,693				49,270				(16,025	)			212,371
Selling, general and administrative			47,377				112,499				42,338				(16,255	)			185,959
Royalties and other income			55				5,457				4,463				(716	)			9,259
Operating income			3,111				21,651				11,395				(486	)			35,671
Interest (income) expense, net			13,085				(6,997	)			4,801				37				10,926
Income from equity investment			24,122				—				—				(24,122	)			—
Earnings before income taxes			14,148				28,648				6,594				(24,645	)			24,745
Income taxes (benefit)			(3,572	)			9,268				1,853				(183	)			7,366
Net earnings		$	17,720			$	19,380			$	4,741			$	(24,462	)		$	17,379

Second Quarter of Fiscal 2007

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net sales		$	131,654			$	124,995			$	44,248			$	(9,910	)		$	290,987
Cost of goods sold			101,326				60,456				19,102				(1,697	)			179,187
Gross profit			30,328				64,539				25,146				(8,213	)			111,800
Selling, general and administrative			27,049				55,899				19,903				(12,177	)			90,674
Royalties and other income			44				2,580				1,835				(565	)			3,894
Operating income			3,323				11,220				7,078				3,399				25,020
Interest (income) expense, net			3,556				(2,912	)			2,027				3,280				5,951
Income from equity investment			12,125				—				—				(12,125	)			—
Earnings before income taxes			11,892				14,132				5,051				(12,006	)			19,069
Income taxes (benefit)			(178	)			5,608				1,451				43				6,924
Earnings from continuing operations			12,070				8,524				3,600				(12,049	)			12,145
Earnings (loss) from discontinued operations, net of tax			8				(28	)			—				28				8
Net earnings		$	12,078			$	8,496			$	3,600			$	(12,021	)		$	12,153

First Six Months of Fiscal 2007

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net sales		$	267,524			$	245,617			$	82,901			$	(20,977	)		$	575,065
Cost of goods sold			207,311				115,042				37,706				(4,905	)			355,154
Gross profit			60,213				130,575				45,195				(16,072	)			219,911
Selling, general and administrative			53,914				109,379				38,101				(22,727	)			178,667
Royalties and other income			44				4,075				3,309				(642	)			6,786
Operating income			6,343				25,271				10,403				6,013				48,030
Interest (income) expense, net			7,396				(5,755	)			3,939				5,863				11,443
Income from equity investment			24,049				3				—				(24,052	)			—
Earnings before income taxes			22,996				31,029				6,464				(23,902	)			36,587
Income taxes (benefit)			(206	)			11,674				1,766				53				13,287
Earnings from continuing operations			23,202				19,355				4,698				(23,955	)			23,300
Earnings (loss) from discontinued operations, net of tax			(197	)			(64	)			—				64				(197	)
Net earnings		$	23,005			$	19,291			$	4,698			$	(23,891	)		$	23,103

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
First Six Months of Transition Period 2008

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Cash Flows From Operating Activities
Net cash (used in) provided by operating activities		$	(11,836	)		$	16,204			$	2,210			$	—			$	6,578
Cash Flows from Investing Activities Acquisitions, net of cash acquired			(21,562	)			—				—				—				(21,562	)
Investment in unconsolidated entity			—				(324	)			—				—				(324	)
Purchases of property, plant and equipment			(282	)			(14,843	)			(1,285	)			—				(16,410	)
Proceeds from sale of property, plant and equipment			—				2,349				—				—				2,349
Net cash (used in) provided by investing activities			(21,844	)			(12,818	)			(1,285	)			—				(35,947	)
Cash Flows from Financing Activities Change in debt			77,500				(7	)			—				—				77,493
Repurchase of common stock			(60,000	)			—				—				—				(60,000	)
Proceeds from issuance of common stock			2,385				—				—				—				2,385
Change in inter-company payable			8,622				(3,503	)			(5,119	)			—				—
Dividends on common stock			(6,453	)			—				—				—				(6,453	)
Net cash (used in) provided by financing activities			22,054				(3,510	)			(5,119	)			—				13,425
Net change in Cash and Cash Equivalents			(11,626	)			(124	)			(4,194	)			—				(15,944	)
Effect of foreign currency translation			—				—				551				—				551
Cash and Cash Equivalents at the Beginning of Period			22,863				1,212				12,807				—				36,882
Cash and Cash Equivalents at the End of Period		$	11,237			$	1,088			$	9,164			$	—			$	21,489

First Six Months of Fiscal 2007

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Cash Flows From Operating Activities
Net cash (used in) provided by operating activities		$	(16,665	)		$	(813	)		$	6,769			$	11			$	(10,698	)
Cash Flows from Investing Activities Acquisitions, net of cash acquired			(12,111	)			—				—				—				(12,111	)
Investment in unconsolidated entity			—				(9,090	)			—				—				(9,090	)
Purchases of property, plant and equipment			(193	)			(14,460	)			(615	)			—				(15,268	)
Proceeds from sale of property, plant and equipment			16				16				—				—				32
Net cash (used in) provided by investing activities			(12,288	)			(23,534	)			(615	)			—				(36,437	)
Cash Flows from Financing Activities Change in debt			16,888				(8	)			(30	)			—				16,850
Proceeds from issuance of common stock			2,240				—				—				—				2,240
Change in inter-company payable			(8,615	)			13,274				(4,659	)			—				—
Dividends on common stock			(7,970	)			—				—				—				(7,970	)
Net cash (used in) provided by financing activities			2,543				13,266				(4,689	)			—				11,120
Cash Flows from Discontinued Operations Net operating cash flows provided by discontinued operations			22,783				10,963				—				—				33,746
Net change in Cash and Cash Equivalents			(3,627	)			(118	)			1,465				11				(2,269	)
Effect of foreign currency translation			—				—				584				—				584
Cash and Cash Equivalents at the Beginning of Period			5,175				1,134				4,181				(11	)			10,479
Cash and Cash Equivalents at the End of Period		$	1,548			$	1,016			$	6,230			$	—			$	8,794

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to the unaudited condensed consolidated financial statements contained in this report and the consolidated financial statements, notes to consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our fiscal 2007 Form 10-K.

OVERVIEW

     We generate revenues and cash flow through the design, sale, production and distribution of branded and private label consumer apparel and footwear for men, women and children and the licensing of company-owned trademarks. Our principal markets and customers are located in the United States and, to a lesser extent, the United Kingdom. We source substantially all of our products through third party producers in foreign countries. We distribute our products through our wholesale customers, which include chain stores, department stores, specialty stores, specialty catalog retailers, mass merchants and Internet retailers. We also operate retail stores, restaurants and e-commerce websites for some of our brands.

     We operate in an industry that is highly competitive. We believe our ability to continuously evaluate and respond to changing consumer demands and tastes across multiple market segments, distribution channels and geographic regions is critical to our success. Although our approach is aimed at diversifying our risks, misjudging shifts in consumer preferences could have a negative effect on our future operating results. Other key aspects of competition include brand image, quality, distribution method, price, customer service and intellectual property protection. We believe our size and global operating strategies help us to compete successfully by providing opportunities for operating synergies. Our success in the future will depend on our ability to continue to design products that are acceptable to the markets we serve and to source our products on a competitive basis while still earning appropriate margins.

     We are executing a strategy to move towards a business model that is more focused on brands owned or controlled by us. Our decision to follow this strategy is driven in part by the continued consolidation in the retail industry and the increasing concentration of apparel manufacturing in a relatively limited number of offshore markets, trends which make the private label business more competitively challenging. Significant steps in our execution of this strategy include our June 2003 acquisition of the Tommy Bahama^® brand and operations; our July 2004 acquisition of the Ben Sherman^® brand and operations; the divestiture of our private label Womenswear Group operations in June 2006; the closure of certain of our manufacturing facilities located in Latin America and the associated shifts in our Oxford Apparel and Lanier Clothes operating groups towards package purchases from third party manufacturers primarily in the Far East; and the acquisition of several other trademarks and related operations including Solitude^® and Arnold Brant^® and the acquisition of a two-thirds interest in the entity that owns the Hathaway^® trademark in the United States and several other countries. In the future, we will continue to look for opportunities by which we can make further progress with this strategy, including through organic growth in our owned brands, the acquisition of additional brands, and further streamlining or disposing of portions of our business that do not have the potential to meet our operating income expectations.

     Diluted net earnings from continuing operations per common share was $0.71 in the second quarter of transition period 2008 and $0.68 in the second quarter of fiscal 2007. The most significant factors impacting our results during these periods are discussed by operating group below:

	•		Tommy Bahama experienced a $0.4 million, or 3.0%, increase in operating income during the second quarter of transition period 2008. The increase in operating income in the second quarter was primarily due to increased sales as a result of additional retail stores and higher royalty income for the Tommy Bahama brand. The sales from additional retail stores and higher royalty income were partially offset by the continued softness in our key wholesale and retail markets and higher selling, general and administrative expenses associated with operating the additional retail stores.
	•		Ben Sherman experienced a $1.1 million, or 22.4%, increase in operating income during the second quarter of transition period 2008. The increase in operating income in the second quarter was primarily due to higher royalty income for the Ben Sherman brand and increased sales at our own retail stores due to an increase in the number of stores. These increases were partially offset by a reduction in our wholesale operations as a result of our continuing efforts to restrict distribution of our Ben Sherman products in the United Kingdom and the United States and the termination of the Evisu denim distribution agreement in the United States.

•

Lanier Clothes experienced a $1.8 million, or 47.5%, decrease in operating income during the second quarter of transition period 2008. The decrease in operating income was primarily due to lower gross margins caused by weak demand in the moderate tailored clothing market, particularly in the chain and department store channels of distribution.

	•		Oxford Apparel experienced a $2.1 million, or 39.4%, increase in operating income during the second quarter of transition period 2008. The increase in operating income in the second quarter was primarily due to the earnings growth resulting from efforts to focus on key product categories, our exit from certain underperforming lines of business and improvements to the cost structure of the operating group.
	•		Corporate and Other experienced a $2.3 million, or 88.8%, increase in expenses due to the impact of LIFO accounting adjustments, the discontinuation of transition services fees related to the disposition of our Womenswear business and the closure of our internal trucking operation.
	•		Our effective tax rate was 32.1% and 36.3% in the second quarter of transition period 2008 and fiscal 2007, respectively. The decrease in our effective tax rate for the second quarter of transition period 2008 was primarily due to the impact of the change in our assertion regarding our initial investment in a foreign subsidiary in the fourth quarter of fiscal 2007 and the impact of the short fiscal year (due to the change in our fiscal year) on our estimated taxable income.

     Diluted net earnings from continuing operations per common share was $0.98 in the first six months of transition period 2008 and $1.31 in the first six months of fiscal 2007. The most significant factors impacting our results during these periods are discussed by operating group below:

	•		Tommy Bahama experienced a $3.4 million, or 11.0%, decrease in operating income during the first six months of transition period 2008. The decrease in operating income in the first six months of transition period 2008 was primarily due to certain wholesale customers deferring the shipment of certain products and the difficult retail environment in the first six months of transition period 2008 at our own retail stores and our customers’ stores, particularly in Florida, California, Nevada and Arizona.
	•		Ben Sherman experienced a $0.1 million, or 1.8%, decrease in operating income during the first six months of transition period 2008. The decrease in operating income in the first six months of transition period 2008 was primarily due to a reduction in net sales in our wholesale operations as a result of our continuing efforts to restrict distribution of our Ben Sherman products in the United Kingdom and United States and the termination of the Evisu denim distribution agreement in the United States, partially offset by increased sales at our own retail stores due to an increase in the number of stores and higher royalty income in the first six months of transition period 2008.
	•		Lanier Clothes experienced a $4.0 million, or 63.6%, decrease in operating income during the first six months of transition period 2008. The decrease in operating income was primarily due to lower gross margins caused by weak demand in the moderate tailored clothing market, particularly in the chain and department store channels of distribution.
	•		Oxford Apparel experienced a $0.5 million, or 4.7%, decrease in operating income during the first six months of transition period 2008. The decrease in operating income in the first six months of transition period 2008 was primarily due to a decrease in net sales as we focused on key product categories and exited certain underperforming lines of business. We also incurred charges in this operating group totaling $1.2 million during the first six months of transition period 2008 related to the disposal of our Tegucigalpa, Honduras manufacturing facility. These items were partially offset by a reduction in selling, general and administrative expenses from the lines that we exited and the benefit of a full six months of equity income from the unconsolidated entity that owns the Hathaway trademark which was acquired during the first quarter of fiscal 2007.
	•		Corporate and Other experienced a $4.4 million, or 62.0%, increase in expenses due to the impact of LIFO accounting adjustments, the discontinuation of transition services fees related to the disposition of our Womenswear business and the closure of our internal trucking operation.

•

Our effective tax rate was 29.8% and 36.3% in the first six months of transition period 2008 and fiscal 2007, respectively. The decrease in our effective tax rate was a result of (1) a change in the enacted tax rate in the United Kingdom resulting in a decrease in deferred tax liabilities and income tax expense in the first quarter of transition period 2008, (2) the change in our assertion regarding our initial investment in a foreign subsidiary in the fourth quarter of fiscal 2007 and (3) the impact of the short fiscal year (due to the change in our fiscal year) on our estimated taxable income.

     On October 31, 2007, our board of directors authorized the repurchase by us of up to $60 million of our outstanding common stock, replacing our previously announced stock repurchase authorization. On November 8, 2007, we entered into an accelerated share repurchase agreement with Bank of America, N.A., an unrelated third party, under which we are repurchasing $60 million of our common stock. The material terms of the agreement are as follows:

	•		The agreement provides for a capped accelerated share repurchase pursuant to which we will purchase shares of our common stock from Bank of America for an aggregate purchase price of $60 million.
	•		On November 8, 2007, we made a payment of $60 million to Bank of America in respect of the shares to be acquired under the agreement. We funded this payment from borrowings under our revolving credit facility.
	•		Bank of America made an initial delivery to us of 1.6 million shares of our common stock on November 16, 2007, and an additional delivery to us of 0.3 million shares of our common stock on November 20, 2007, with these 1.9 million shares being the minimum number of shares of our common stock that we will receive.
	•		The actual per share purchase price and the number of shares to be repurchased will be based on the volume weighted average price, or VWAP, of our common stock over a specified calculation period, beginning on November 20, 2007 and ending no earlier than March 19, 2008 and no later than May 19, 2008. The purchase price we will pay under the agreement will not exceed $30.95556 per share.
	•		At the end of the repurchase program, Bank of America will be required to deliver additional shares if the VWAP over the specified calculation period is below $30.95556.
	•		The agreement contains other terms and conditions governing the accelerated stock repurchase, including the circumstances under which Bank of America is permitted to terminate the program early or extend the repurchase period and the circumstances under which we may be required to purchase shares at a price in excess of the cap price or would receive shares representing less than $60 million of the VWAP for our common stock during the calculation period.

     The share repurchase did not have a significant impact on our results of operations in the second quarter of transition period 2008 as the benefit of the reduction in shares outstanding upon delivery of the shares was substantially offset by the interest expense on the $60 million of borrowings we made under our revolving credit facility to fund our payment to Bank of America under the accelerated share repurchase agreement.

RESULTS OF OPERATIONS

     The following table sets forth the line items in our consolidated statements of earnings both in dollars (in thousands) and the percentage change as compared to the comparable period in the prior year. Individual line items of our consolidated statements of earnings may not be directly comparable to those of our competitors, as statement of earnings classification of certain expenses may vary by company.

		Second Quarter												First Six Months
		Transition												Transition
		Period				Fiscal				Percent				Period				Fiscal				Percent
		2008				2007				Change				2008				2007				Change
Net sales		$	294,486			$	290,987				1.2	%		$	532,433			$	575,065				(7.4	%)
Cost of goods sold			179,566				179,187				0.2	%			320,062				355,154				(9.9	%)
Gross profit			114,920				111,800				2.8	%			212,371				219,911				(3.4	%)
Selling, general and administrative expenses			94,706				89,124				6.3	%			183,567				175,570				4.6	%
Amortization of intangible assets			1,202				1,550				(22.5	%)			2,392				3,097				(22.8	%)
Royalties and other operating income			5,475				3,894				40.6	%			9,259				6,786				36.4	%
Operating income			24,487				25,020				(2.1	%)			35,671				48,030				(25.7	%)
Interest expense, net			5,930				5,951				(0.4	%)			10,926				11,443				(4.5	%)
Earnings before income taxes			18,557				19,069				(2.7	%)			24,745				36,587				(32.4	%)
Income taxes			5,954				6,924				(14.0	%)			7,366				13,287				(44.6	%)
Net earnings from continuing operations			12,603				12,145				3.8	%			17,379				23,300				(25.4	%)
Earnings (loss) from discontinued operations, net of taxes			—				8				(100.0	%)			—				(197	)			(100.0	%)
Net earnings		$	12,603			$	12,153				3.7	%		$	17,379			$	23,103				(24.8	%)