OXFORD INDUSTRIES INC - Quarter Report: 2009 October (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

Commission File Number: 1-4365

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.)

     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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
		(Do not check if a smaller reporting company)

     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 December 4, 2009
Common Stock, $1 par value		16,517,053

 

 

OXFORD INDUSTRIES, INC.
INDEX TO FORM 10-Q
For the third quarter of fiscal 2009

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations (Unaudited)		4
Condensed Consolidated Balance Sheets (Unaudited)		5
Condensed Consolidated Statements of Cash Flows (Unaudited)		6
Notes to Unaudited Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 3. Quantitative and Qualitative Disclosures About Market Risk		32
Item 4. Controls and Procedures		33
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		33
Item 1A. Risk Factors		33
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		34
Item 5. Other Information		34
Item 6. Exhibits		34
Signatures		34
EX-31.1
EX-31.2
EX-32

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

     Our SEC filings and public announcements may 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 forward-looking statements contained herein, in our press releases or on 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 (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 the impact on consumer demand and spending of recent economic conditions, demand for our products, timing of shipments requested by our wholesale customers, expected pricing levels, competitive conditions, the timing and cost of planned capital expenditures, costs of products and raw materials we purchase, access to capital and/or credit markets, particularly in light of recent conditions in those markets, expected outcomes of pending or potential litigation and regulatory actions and disciplined execution by key management. 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 II, Item 1A. Risk Factors in this report, those described in Part II, Item 1A. Risk Factors in our Form 10-Q for the second quarter of fiscal 2009 and those described from time to time in our future reports filed with the SEC.

     We caution that one should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. 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

     Unless the context requires otherwise, the following terms, or words of similar import, have the following meanings:

Our, us or we: Oxford Industries, Inc. and its consolidated subsidiaries

SG&A: Selling, general and administrative expenses

SEC: U.S. Securities and Exchange Commission

FASB: Financial Accounting Standards Board

GAAP: Generally accepted accounting principles in the United States

Securities Exchange Act: the Securities Exchange Act of 1934, as amended

Fiscal 2010		52 weeks ending January 29, 2011
Fiscal 2009		52 weeks ending January 30, 2010
Fiscal 2008		52 weeks ended January 31, 2009
First nine months of fiscal 2009		39 weeks ended October 31, 2009
First nine months of fiscal 2008		39 weeks ended November 1, 2008
Fourth quarter fiscal 2009		13 weeks ending January 30, 2010
Third quarter fiscal 2009		13 weeks ended October 31, 2009
Second quarter fiscal 2009		13 weeks ended August 1, 2009
First quarter fiscal 2009		13 weeks ended May 2, 2009
Fourth quarter fiscal 2008		13 weeks ended January 31, 2009
Third quarter fiscal 2008		13 weeks ended November 1, 2008
Second quarter fiscal 2008		13 weeks ended August 2, 2008
First quarter fiscal 2008		13 weeks ended May 3, 2008

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)

										First				First
		Third				Third				Nine				Nine
		Quarter				Quarter				Months				Months
		Fiscal 2009				Fiscal 2008				Fiscal 2009				Fiscal 2008
Net sales		$	200,538			$	244,186			$	610,156			$	747,648
Cost of goods sold			120,283				150,557				361,587				441,039
Gross profit			80,255				93,629				248,569				306,609
SG&A			72,426				84,637				224,746				273,243
Amortization and impairment of intangible assets			317				692				940				5,538
			72,743				85,329				225,686				278,781
Royalties and other operating income			3,596				4,584				8,981				13,123
Operating income			11,108				12,884				31,864				40,951
Interest expense, net			5,302				6,437				16,112				18,754
Earnings before income taxes			5,806				6,447				15,752				22,197
Income taxes			1,568				1,672				4,469				6,432
Net earnings		$	4,238			$	4,775			$	11,283			$	15,765
Net earnings per common share:
Basic		$	0.27			$	0.31			$	0.73			$	1.01
Diluted		$	0.27			$	0.31			$	0.72			$	1.00
Weighted average common shares outstanding:
Basic			15,599				15,489				15,562				15,682
Dilution			366				92				167				91
Diluted			15,965				15,581				15,729				15,773
Dividends declared per common share		$	0.09			$	0.18			$	0.27			$	0.54

See accompanying notes.

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except par amounts)

		October 31,				January 31,				November 1,
		2009				2009				2008
ASSETS
Current Assets:
Cash and cash equivalents		$	5,995			$	3,290			$	8,034
Receivables, net			94,503				78,567				119,960
Inventories, net			83,675				129,159				108,622
Prepaid expenses			19,908				17,273				21,120
Total current assets			204,081				228,289				257,736
Property, plant and equipment, net			83,769				89,026				93,348
Goodwill, net			—				—				248,569
Intangible assets, net			138,409				135,999				208,315
Other non-current assets, net			23,741				20,180				26,928
Total Assets		$	450,000			$	473,494			$	834,896
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Trade accounts payable and other accrued expenses		$	74,624			$	87,723			$	89,242
Accrued compensation			11,656				14,027				14,972
Short-term debt and current maturities of long-term debt			17,479				5,083				16,038
Total current liabilities			103,759				106,833				120,252
Long-term debt, less current maturities			161,244				194,187				219,548
Other non-current liabilities			47,432				47,244				50,562
Non-current deferred income taxes			29,444				32,111				54,416
Commitments and contingencies
Shareholders’ Equity:
Common stock, $1.00 par value; 60,000 authorized and 16,528 issued and outstanding at October 31, 2009; 15,866 issued and outstanding at January 31, 2009; and 15,866 issued and outstanding at November 1, 2008			16,528				15,866				15,866
Additional paid-in capital			90,511				88,425				87,465
Retained earnings			23,314				16,433				300,867
Accumulated other comprehensive income (loss)			(22,232	)			(27,605	)			(14,080	)
Total shareholders’ equity			108,121				93,119				390,118
Total Liabilities and Shareholders’ Equity		$	450,000			$	473,494			$	834,896

See accompanying notes.

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)

		First Nine				First Nine
		Months				Months
		Fiscal 2009				Fiscal 2008
Cash Flows From Operating Activities:
Net earnings		$	11,283			$	15,765
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation			14,096				15,006
Amortization and impairment of intangible assets			940				5,538
Amortization of deferred financing costs and bond discount			2,881				2,572
Stock compensation expense			2,787				2,629
Loss on sale of property, plant and equipment			339				416
Equity method investment income			(901	)			(875	)
Deferred income taxes			(3,271	)			(1,556	)
Changes in working capital:
Receivables			(13,817	)			(17,779	)
Inventories			47,582				47,086
Prepaid expenses			(2,530	)			(3,490	)
Current liabilities			(17,595	)			(7,781	)
Other non-current assets			59				3,997
Other non-current liabilities			135				(242	)
Net cash provided by operating activities			41,988				61,286
Cash Flows From Investing Activities:
Investments in unconsolidated entities			—				(666	)
Purchases of property, plant and equipment			(8,419	)			(17,280	)
Proceeds from sale of property, plant and equipment			—				16
Net cash used in investing activities			(8,419	)			(17,930	)
Cash Flows From Financing Activities:
Repayment of revolving credit arrangements			(188,575	)			(266,952	)
Proceeds from revolving credit arrangements			187,477				230,430
Repurchase of 8 7/8% Senior Unsecured Notes			(166,805	)			—
Proceeds from the issuance of 11 3/8% Senior Secured Notes			146,029				—
Deferred financing costs paid			(5,043	)			(1,665	)
Proceeds from issuance of common stock			316				264
Dividends on common stock			(4,406	)			(11,557	)
Net cash used in financing activities			(31,007	)			(49,480	)
Net change in cash and cash equivalents			2,562				(6,124	)
Effect of foreign currency translation on cash and cash equivalents			143				(754	)
Cash and cash equivalents at the beginning of year			3,290				14,912
Cash and cash equivalents at the end of period		$	5,995			$	8,034
Supplemental disclosure of cash flow information:
Cash paid for interest, net		$	10,220			$	12,850
Cash paid for income taxes		$	9,493			$	11,192

See accompanying notes.

OXFORD INDUSTRIES, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRD QUARTER OF FISCAL 2009

1.

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP 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 GAAP. We believe the accompanying unaudited condensed consolidated financial statements reflect all normal, recurring adjustments that are necessary for a fair presentation of our financial position and results of operations as of the date and for the periods presented. Results of operations for the interim periods presented are not necessarily indicative of results to be expected for our fiscal year. The accounting policies applied during the interim periods presented are consistent with the significant accounting policies described in our Annual Report on Form 10-K for fiscal 2008. We evaluated all activity through December 10, 2009 (the issue date of our condensed consolidated financial statements) and concluded that no subsequent events have occurred that would require recognition or disclosure in our condensed consolidated financial statements as of October 31, 2009.

Recently Adopted Standards:

In June 2009, the FASB issued the FASB Accounting Standards Codification (the “ASC”) as the source of authoritative GAAP recognized by the FASB to be applied to nongovernmental entities. The ASC also recognizes rules and interpretive releases of the SEC as authoritative GAAP for SEC registrants. The ASC, which became effective in the third quarter of 2009, supersedes all existing non-SEC accounting and reporting standards but does not change GAAP. Accordingly, references to standards issued prior to the codification have been replaced with a description of the applicable accounting guidance.

In December 2007, the FASB issued new guidance which established principles and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed and any noncontrolling interest in an acquisition, at their fair values as of the acquisition date. We adopted this new guidance at the beginning of the first quarter of fiscal 2009. As we did not complete any business combinations in the first nine months of fiscal 2009, the adoption of this guidance had no impact on our condensed consolidated financial statements for that period. We expect that this guidance would have an impact on our accounting for future business combinations.

In September 2006, the FASB issued new guidance which defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. The new guidance does not require any new fair value measurements, but provided that companies could elect to change historical practices in measuring fair value upon adoption. The new guidance was effective in February 2008 for all financial assets and liabilities and for nonfinancial assets and liabilities recognized or disclosed at fair value on a recurring basis and in February 2009 for all other nonfinancial assets and liabilities. The adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.

In April 2009, the FASB issued new guidance which requires disclosures about the fair value of financial instruments in interim reporting periods of publicly traded companies, as well as in annual financial statements. This guidance was effective at the beginning of the second quarter of fiscal 2009. Our financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. Given their short-term nature, the carrying amount of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values. Additionally, the carrying amounts of our variable-rate borrowings approximate fair value. Given the limited trading activity of our fixed rate debt, it is impracticable to estimate the fair value of our fixed rate debt as of October 31, 2009. The significant terms of our variable rate and fixed rate debt which would be used in estimating the fair value of those instruments are disclosed in Note 5. Accordingly, the adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.

In June 2008, the FASB issued new guidance relative to determining whether instruments granted in share-based payment transactions are participating securities. It clarifies that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are to be included in the computation of earnings per share under the two-class method. The new guidance was effective at the beginning of the first quarter of fiscal 2009 and requires all prior-period earnings per share data that is presented to be adjusted retrospectively. The adoption of this new guidance did not have a material impact on our condensed consolidated financial statements in the first nine months of fiscal 2009.

In May 2009, the FASB issued new guidance relative to subsequent events. The new guidance does not result in significant changes in the subsequent events that an entity reports in its financial statements. The new guidance requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. The new guidance was effective at the beginning of the second quarter of fiscal 2009. The adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.

2.

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

		October 31,				January 31,				November 1,
		2009				2009				2008
Finished goods		$	105,486			$	146,200			$	129,339
Work in process			5,269				6,440				7,187
Fabric, trim and supplies			5,318				8,917				11,146
LIFO reserve			(32,398	)			(32,398	)			(39,050	)
Total		$	83,675			$	129,159			$	108,622

3.

Comprehensive Income (loss): Comprehensive income (loss), which reflects the effects of foreign currency translation adjustments, is calculated as follows for the periods presented (in thousands):

										First Nine				First Nine
		Third Quarter				Third Quarter				Months				Months
		Fiscal 2009				Fiscal 2008				Fiscal 2009				Fiscal 2008
Net earnings		$	4,238			$	4,775			$	11,283			$	15,765
Gain (loss) on foreign currency translation, net of tax			(226	)			(26,418	)			5,373				(27,143	)
Comprehensive income (loss)		$	4,012			$	(21,643	)		$	16,656			$	(11,378	)

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, elimination of inter-segment sales, LIFO inventory accounting adjustments and other costs that are not allocated to the operating groups. Corporate and Other includes a LIFO reserve of $32.4 million, $32.4 million and $39.1 million as of October 31, 2009, January 31, 2009 and November 1, 2008, respectively.

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

										First Nine				First Nine
		Third Quarter				Third Quarter				Months				Months
		Fiscal 2009				Fiscal 2008				Fiscal 2009				Fiscal 2008
Net Sales
Tommy Bahama		$	75,403			$	83,726			$	268,262			$	324,991
Ben Sherman			29,844				38,235				77,690				107,317
Lanier Clothes			35,555				44,314				92,266				111,185
Oxford Apparel			60,155				78,082				172,823				204,790
Corporate and Other			(419	)			(171	)			(885	)			(635	)
Total		$	200,538			$	244,186			$	610,156			$	747,648
Depreciation
Tommy Bahama		$	3,663			$	4,009			$	10,968			$	11,677
Ben Sherman			640				584				1,801				1,760
Lanier Clothes			125				138				405				712
Oxford Apparel			184				226				583				682
Corporate and Other			225				66				339				175
Total		$	4,837			$	5,023			$	14,096			$	15,006

										First Nine				First Nine
		Third Quarter				Third Quarter				Months				Months
		Fiscal 2009				Fiscal 2008				Fiscal 2009				Fiscal 2008
Amortization and Impairment of Intangible Assets
Tommy Bahama		$	222			$	355			$	666			$	1,064
Ben Sherman			85				327				245				1,047
Lanier Clothes			—				—				—				2,267
Oxford Apparel			10				10				29				1,160
Total		$	317			$	692			$	940			$	5,538
Operating Income (Loss)
Tommy Bahama		$	2,143			$	689			$	27,772			$	38,315
Ben Sherman			2,323				3,242				(5,961	)			1,495
Lanier Clothes			5,243				4,482				10,681				(6,894	)
Oxford Apparel			6,342				7,346				15,664				16,409
Corporate and Other			(4,943	)			(2,875	)			(16,292	)			(8,374	)
Total Operating Income		$	11,108			$	12,884			$	31,864			$	40,951
Interest Expense, net			5,302				6,437				16,112				18,754
Earnings Before Income Taxes		$	5,806			$	6,447			$	15,752			$	22,197

		October 31,				January 31,				November 1,
		2009				2009				2008
Assets
Tommy Bahama		$	267,296			$	283,427			$	509,769
Ben Sherman			76,704				74,114				172,765
Lanier Clothes			39,670				49,988				70,750
Oxford Apparel			74,867				72,731				86,916
Corporate and Other			(8,537	)			(6,766	)			(5,304	)
Total		$	450,000			$	473,494			$	834,896

5.

Debt: The following table details our debt (in thousands) as of the dates specified:

		October 31,				January 31,				November 1,
		2009				2009				2008
$175 million U.S. Secured Revolving Credit Facility (“U.S. Revolving Credit Agreement”), which is limited to a borrowing base consisting of specified percentages of eligible categories of assets, accrues interest (2.08% at October 31, 2009), unused line fees and letter of credit fees based upon a pricing grid which is tied to average unused availability, requires interest payments monthly with principal due at maturity (August 2013) and is secured by a first priority security interest in the accounts receivable (other than royalty payments in respect of trademark licenses), inventory, investment property (including the equity interests of certain subsidiaries), general intangibles (other than trademarks, trade names and related rights), deposit accounts, intercompany obligations, equipment, goods, documents, contracts, books and records and other personal property of Oxford Industries, Inc. and substantially all of its domestic subsidiaries and a second priority interest in those assets in which the holders of the 11 3/8% Senior Secured Notes have a first priority interest (1)		$	26,821			$	27,722			$	34,138
£12 million Senior Secured Revolving Credit Facility (“U.K. Revolving Credit Agreement”), which accrues interest at the bank’s base rate plus 1.35% (1.85% at October 31, 2009), requires interest payments monthly with principal payable on demand and is collateralized by substantially all of the United Kingdom assets of Ben Sherman			5,658				5,083				1,900
11.375% Senior Secured Notes (“11 3/8% Senior Secured Notes”), which accrue interest at an annual rate of 11.375% (effective interest rate of 12%) and require interest payments semi-annually in January and July of each year, require payment of principal at maturity (July 2015), are subject to certain prepayment penalties, are secured by a first priority interest in all U.S. registered trademarks and certain related rights and certain future acquired real property owned in fee simple of Oxford Industries, Inc. and substantially all of its consolidated domestic subsidiaries and a second priority interest in those assets in which the lenders under the U.S. Revolving Credit Agreement have a first priority interest (2)			150,000				—				—
8 7/8% Senior Unsecured Notes (“8 7/8% Senior Unsecured Notes”), which accrued interest (effective interest rate of 9.0%) and required interest payments semi-annually in June and December of each year, required payment of principal at maturity (June 2011) and were guaranteed by certain of our domestic subsidiaries (2)			—				166,805				200,000
Unamortized discount (2)			(3,756	)			(340	)			(452	)
Total debt			178,723				199,270				235,586
Short-term debt and current maturities of long-term debt			(17,479	)			(5,083	)			(16,038	)
Long-term debt, less current maturities		$	161,244			$	194,187			$	219,548

6.

Restructuring Charges and Other Unusual Items:

Fiscal 2009:

During the second quarter of fiscal 2009, we incurred approximately $1.4 million of charges related to certain restructuring initiatives in our Ben Sherman operating group, substantially all of which were included in SG&A in our condensed consolidated statements of operations. The restructuring charges primarily relate to our exit from, and subsequent licensing of, the Ben Sherman footwear and kids’ operations as well as other streamlining initiatives. These charges primarily consist of employee termination costs and certain contract termination costs. All such costs are expected to be paid during fiscal 2009.

Fiscal 2008:

During the second quarter of fiscal 2008, we incurred approximately $8.9 million of charges related to restructuring in our Lanier Clothes and Oxford Apparel operating groups. In addition to these restructuring charges, we recognized other unusual items totaling a charge of $0.3 million and a net benefit of $1.2 million in Lanier Clothes and Oxford Apparel, respectively, substantially all of which was reflected in SG&A in our condensed consolidated statements of operations.

During the second quarter of fiscal 2008, Lanier Clothes incurred restructuring charges totaling approximately $9.2 million primarily associated with our exit from certain license agreements relating to the Nautica^® and Oscar de la Renta^® brands and the restructuring of our Arnold Brant^® business. These charges include costs associated with the disposal of inventory, payments related to license termination, the impairment of intangible assets associated with the Arnold Brant business, severance costs and the impairment of certain property, plant and equipment. Approximately $2.5 million and $2.2 million of these charges were recorded in SG&A and amortization and impairment of intangible assets, respectively, with the remaining charges being recognized in net sales and cost of goods sold in our condensed consolidated statements of operations. Approximately $1.9 million of the $9.2 million of charges for Lanier Clothes was reversed in cost of goods sold in Corporate and Other as part of LIFO accounting.

Additionally, Oxford Apparel incurred certain restructuring charges totaling approximately $1.6 million during the second quarter of fiscal 2008 associated with the decision to exit the Solitude business. These charges include costs associated with the disposal of inventory which are classified as a reduction to net sales and the impairment of intangible assets of $1.1 million associated with the Solitude business which is included in amortization and impairment of intangible assets in our condensed consolidated statements of operations. The net benefit related to the other unusual items of $1.2 million in Oxford Apparel was primarily related to the resolution of a contingent liability and the sale of a trademark partially offset by an increase in our bad debt reserve due to certain customers’ bankruptcy filings in the second quarter of fiscal 2008.

During the third quarter of fiscal 2008, we incurred (1) an additional $0.6 million of restructuring charges, primarily consisting of severance costs as we continued to focus on reducing overhead within all operating groups and (2) a write-off of approximately $0.9 million of unamortized financing costs due to the amendment and restatement of our revolving credit agreement.

7.

Consolidating Financial Data of Subsidiary Guarantors: Our 11 3/8% Senior Secured Notes are guaranteed by substantially all of our 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, certain non-wholly owned domestic subsidiaries and certain domestic subsidiaries whose sole assets are equity interests in foreign 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 October 31, 2009, January 31, 2009 and November 1, 2008 (in thousands); our condensed consolidating statements of operations for the third quarter and first nine months of fiscal 2009 and the third quarter and first nine months of fiscal 2008 (in thousands); and our condensed consolidating statements of cash flows for the first nine months of fiscal 2009 and first nine months of fiscal 2008 (in thousands).

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEETS
October 31, 2009

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Cash and cash equivalents		$	1,466			$	493			$	4,036			$	—			$	5,995
Receivables, net			49,677				13,842				39,836				(8,852	)			94,503
Inventories, net			11,010				61,916				11,989				(1,240	)			83,675
Prepaid expenses			5,349				9,716				4,207				636				19,908
Total current assets			67,502				85,967				60,068				(9,456	)			204,081
Property, plant and equipment, net			9,639				68,063				6,067				—				83,769
Intangible assets, net			37				113,394				24,978				—				138,409
Other non-current assets, net			478,892				149,026				35,267				(639,444	)			23,741
Total Assets		$	556,070			$	416,450			$	126,380			$	(648,900	)		$	450,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities		$	46,835			$	30,792			$	33,721			$	(7,589	)		$	103,759
Long-term debt, less current portion			161,244				—				—				—				161,244
Non-current liabilities			244,061				(199,005	)			111,526				(109,150	)			47,432
Non-current deferred income taxes			(4,191	)			26,812				6,823				—				29,444
Total shareholders’/invested equity			108,121				557,851				(25,690	)			(532,161	)			108,121
Total Liabilities and Shareholders’ Equity		$	556,070			$	416,450			$	126,380			$	(648,900	)		$	450,000

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
January 31, 2009

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Cash and cash equivalents		$	1,527			$	537			$	1,226			$	—			$	3,290
Receivables, net			28,842				11,407				45,529				(7,211	)			78,567
Inventories, net			44,469				71,509				15,475				(2,294	)			129,159
Prepaid expenses			6,009				8,745				2,519				—				17,273
Total current assets			80,847				92,198				64,749				(9,505	)			228,289
Property, plant and equipment, net			9,025				74,804				5,197				—				89,026
Intangible assets, net			67				114,060				21,872				—				135,999
Other non-current assets, net			453,615				145,954				35,275				(614,664	)			20,180
Total Assets		$	543,554			$	427,016			$	127,093			$	(624,169	)		$	473,494
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities			41,793				26,706				45,506				(7,172	)			106,833
Long-term debt, less current portion			194,187				—				—				—				194,187
Non-current liabilities			218,200				(172,180	)			110,374				(109,150	)			47,244
Deferred income taxes			(3,745	)			29,607				6,249				—				32,111
Total shareholders’/invested equity			93,119				542,883				(35,036	)			(507,847	)			93,119
Total Liabilities and Shareholders’ Equity		$	543,554			$	427,016			$	127,093			$	(624,169	)		$	473,494

November 1, 2008

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
ASSETS
Cash and cash equivalents		$	6,400			$	892			$	742			$	—			$	8,034
Receivables, net			60,813				38,009				30,315				(9,177	)			119,960
Inventories, net			33,432				62,812				14,097				(1,719	)			108,622
Prepaid expenses			8,195				8,844				4,081				—				21,120
Total current assets			108,840				110,557				49,235				(10,896	)			257,736
Property, plant and equipment, net			9,181				78,640				5,527				—				93,348
Goodwill, net			1,847				168,932				77,790				—				248,569
Intangible assets, net			76				131,515				76,724				—				208,315
Other non-current assets, net			813,500				150,406				35,277				(972,255	)			26,928
Total Assets		$	933,444			$	640,050			$	244,553			$	(983,151	)		$	834,896
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities		$	52,041			$	46,357			$	30,793			$	(8,939	)		$	120,252
Long-term debt, less current portion			219,548				—				—				—				219,548
Non-current liabilities			275,153				(223,522	)			108,077				(109,146	)			50,562
Non-current deferred income taxes			(3,416	)			36,411				21,421				—				54,416
Total shareholders’/invested equity			390,118				780,804				84,262				(865,066	)			390,118
Total Liabilities and Shareholders’ Equity		$	933,444			$	640,050			$	244,553			$	(983,151	)		$	834,896

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Third Quarter Fiscal 2009

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net sales		$	94,357			$	86,334			$	30,225			$	(10,378	)		$	200,538
Cost of goods sold			75,386				37,205				13,393				(5,701	)			120,283
Gross profit			18,971				49,129				16,832				(4,677	)			80,255
SG&A including amortization and impairment of intangible assets			12,486				51,882				14,020				(5,645	)			72,743
Royalties and other operating income (loss)			20				1,864				2,179				(467	)			3,596
Operating income (loss)			6,505				(889	)			4,991				501				11,108
Interest (income) expense, net			5,697				(1,218	)			823				—				5,302
Income (loss) from equity investment			4,074				—				—				(4,074	)			—
Earnings (loss) before income taxes			4,882				329				4,168				(3,573	)			5,806
Income taxes (benefit)			970				(577	)			1,000				175				1,568
Net earnings (loss)		$	3,912			$	906			$	3,168			$	(3,748	)		$	4,238

First Nine Months of Fiscal 2009

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net sales		$	261,231			$	296,638			$	81,358			$	(29,071	)		$	610,156
Cost of goods sold			211,155				126,134				38,777				(14,479	)			361,587
Gross profit			50,076				170,504				42,581				(14,592	)			248,569
SG&A including amortization and impairment of intangible assets			37,648				161,103				43,820				(16,885	)			225,686
Royalties and other operating income (loss)			54				6,140				4,363				(1,576	)			8,981
Operating income (loss)			12,482				15,541				3,124				717				31,864
Interest (income) expense, net			17,337				(3,935	)			2,710				—				16,112
Income (loss) from equity investment			15,624				—				—				(15,624	)			—
Earnings (loss) before income taxes			10,769				19,476				414				(14,907	)			15,752
Income taxes (benefit)			(48	)			4,507				(241	)			251				4,469
Net earnings (loss)		$	10,817			$	14,969			$	655			$	(15,158	)		$	11,283

OXFORD INDUSTRIES, INC.
UNAUDITED CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Third Quarter Fiscal 2008

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net sales		$	120,087			$	96,584			$	42,153			$	(14,638	)		$	244,186
Cost of goods sold			94,253				46,819				18,117				(8,632	)			150,557
Gross profit			25,834				49,765				24,036				(6,006	)			93,629
SG&A including amortization and impairment of intangible assets			16,590				56,607				18,224				(6,092	)			85,329
Royalties and other operating income (loss)			2				3,119				1,723				(260	)			4,584
Operating income (loss)			9,246				(3,723	)			7,535				(174	)			12,884
Interest (income) expense, net			6,935				(2,814	)			2,316				—				6,437
Income from equity investment			4,494				—				—				(4,494	)			—
Earnings (loss) before income taxes			6,805				(909	)			5,219				(4,668	)			6,447
Income taxes (benefit)			1,917				(1,131	)			947				(61	)			1,672
Net earnings (loss)		$	4,888			$	222			$	4,272			$	(4,607	)		$	4,775

First Nine Months of Fiscal 2008

		Oxford								Subsidiary
		Industries				Subsidiary				Non-				Consolidating				Consolidated
		(Parent)				Guarantors				Guarantors				Adjustments				Total
Net sales		$	310,481			$	355,692			$	116,406			$	(34,931	)		$	747,648
Cost of goods sold			245,934				161,670				50,226				(16,791	)			441,039
Gross profit			64,547				194,022				66,180				(18,140	)			306,609
SG&A including amortization and impairment of intangible assets			55,266				184,449				58,128				(19,062	)			278,781
Royalties and other operating income (loss)			539				9,053				4,912				(1,381	)			13,123
Operating income (loss)			9,820				18,626				12,964				(459	)			40,951
Interest (income) expense, net			20,453				(8,875	)			7,176				—				18,754
Income from equity investment			25,015				—				—				(25,015	)			—
Earnings (loss) before income taxes			14,382				27,501				5,788				(25,474	)			22,197
Income taxes (benefit)			(1,681	)			6,862				1,412				(161	)			6,432
Net earnings (loss)		$	16,063			$	20,639			$	4,376			$	(25,313	)		$	15,765

OXFORD INDUSTRIES, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
First Nine Months of Fiscal 2009

		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		$	7,454			$	31,272			$	3,262			$	—			$	41,988
Cash Flows from Investing Activities:
Purchases of property, plant and equipment			(1,854	)			(5,111	)			(1,454	)			—				(8,419	)
Net cash (used in) provided by investing activities			(1,854	)			(5,111	)			(1,454	)			—				(8,419	)
Cash Flows from Financing Activities:
Change in debt			(21,677	)			—				(197	)			—				(21,874	)
Payments of debt issuance costs			(5,043	)			—				—				—				(5,043	)
Proceeds from issuance of common stock			316				—				—				—				316
Change in intercompany payable			25,149				(26,205	)			1,056				—				—
Dividends on common stock			(4,406	)			—				—				—				(4,406	)
Net cash (used in) provided by financing activities			(5,661	)			(26,205	)			859				—				(31,007	)
Net change in Cash and Cash Equivalents			(61	)			(44	)			2,667				—				2,562
Effect of foreign currency translation			—				—				143				—				143
Cash and Cash Equivalents at the Beginning of Period			1,527				537				1,226				—				3,290
Cash and Cash Equivalents at the End of Period		$	1,466			$	493			$	4,036			$	—			$	5,995

First Nine Months of Fiscal 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		$	20,801			$	42,844			$	(2,144	)		$	(215	)		$	61,286
Cash Flows from Investing Activities:
Investment in unconsolidated entity			—				(628	)			(38	)			—				(666	)
Purchases of property, plant and equipment			(2,656	)			(13,680	)			(944	)			—				(17,280	)
Proceeds from sale of property, plant and equipment			16				—				—				—				16
Net cash (used in) provided by investing activities			(2,640	)			(14,308	)			(982	)			—				(17,930	)
Cash Flows from Financing Activities:
Change in debt			(38,762	)			(1	)			2,241				—				(36,522	)
Deferred financing costs paid			(1,665	)			—				—				—				(1,665	)
Proceeds from issuance of common stock			281				(17	)			—				—				264
Change in intercompany payable			31,884				(28,676	)			(3,423	)			215				—
Dividends on common stock			(5,599	)			—				(5,958	)			—				(11,557	)
Net cash (used in) provided by financing activities			(13,861	)			(28,694	)			(7,140	)			215				(49,480	)
Net change in Cash and Cash Equivalents			4,300				(158	)			(10,266	)			—				(6,124	)
Effect of foreign currency translation			—				—				(754	)			—				(754	)
Cash and Cash Equivalents at the Beginning of Period			2,100				1,050				11,762				—				14,912
Cash and Cash Equivalents at the End of Period		$	6,400			$	892			$	742			$	—			$	8,034

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 Annual Report on Form 10-K for fiscal 2008.

INTRODUCTION

We generate revenues and cash flow primarily through the design, production, sale and distribution of branded and private label consumer apparel for men and women 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 manufacturers located outside of the United States and United Kingdom. We distribute the majority of our products through our wholesale customers, which include chain stores, department stores, specialty stores, specialty catalog retailers, mass merchants and Internet retailers. We also sell products of certain owned brands through our owned and licensed retail stores and e-commerce websites.

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.

Tommy Bahama designs, sources and markets collections of men’s and women’s sportswear and related products. Tommy Bahama^® products can be found in our owned and licensed Tommy Bahama retail stores and on our e-commerce website as well as in certain department stores and independent specialty stores throughout the United States. The target consumers of Tommy Bahama are affluent men and women age 35 and older who embrace a relaxed and casual approach to daily living. We also license the Tommy Bahama name for various product categories and operate Tommy Bahama restaurants.

Ben Sherman is a London-based designer, marketer and distributor of branded sportswear and related products. Ben Sherman^® was established in 1963 as an edgy, young men’s, “Mod”-inspired shirt brand and has evolved into a British lifestyle brand of apparel targeted at youthful-thinking men and women age 19 to 35 throughout the world. We offer a full Ben Sherman sportswear collection as well as tailored clothing and accessories. Our Ben Sherman products can be found in certain department stores and a variety of independent specialty stores, as well as in our owned and licensed Ben Sherman retail stores and on our e-commerce websites. We also license the Ben Sherman name for various product categories.

Lanier Clothes designs and markets branded and private label men’s suits, sportcoats, suit separates and dress slacks across a wide range of price points. Certain Lanier Clothes products are sold using trademarks licensed to us by third parties, including Kenneth Cole^®, Dockers^®, and Geoffrey Beene^®. We also offer branded tailored clothing products under our Billy London^® and Arnold Brant^® trademarks. In addition to our branded businesses, we design and source certain private label tailored clothing products, which are products sold exclusively to one customer under a brand name that is owned or licensed by such customer. Significant private label brands include Stafford^®, Alfani^®, Tasso Elba^® and Lands’ End^®. Our Lanier Clothes products are sold to national chains, department stores, mass merchants, specialty stores, specialty catalog retailers and discount retailers throughout the United States.

Oxford Apparel produces branded and private label dress shirts, suit separates, sport shirts, casual slacks, outerwear, sweaters, jeans, swimwear, westernwear and golf apparel. We design and source certain private label programs for several customers, including programs for Men’s Wearhouse, Lands’ End, Target, Macy’s and Sears. Significant owned brands of Oxford Apparel include Oxford Golf^®, Ely^®, Cattleman^® and Cumberland Outfitters^®. Oxford Apparel also owns a two-thirds interest in the entity that owns the Hathaway^® trademark in the United States and several other countries. Additionally, Oxford Apparel licenses from third parties the right to use certain trademarks including Dockers^® and United States Polo Association^® for certain apparel products. Our Oxford Apparel products are sold to a variety of department stores, mass merchants, specialty catalog retailers, discount retailers, specialty stores, “green grass” golf merchants and Internet retailers throughout the United States.

Corporate and Other is a reconciling category for reporting purposes and includes our corporate office, substantially all financing activities, elimination of inter-segment sales, LIFO inventory accounting adjustments and other costs that are not allocated to the operating groups. LIFO inventory calculations are made on a legal entity basis which does not

correspond to our operating group definitions, as portions of Lanier Clothes and Oxford Apparel are on the LIFO basis of accounting. Therefore, LIFO inventory accounting adjustments are not allocated to operating groups.

For further information regarding our operating groups, see Note 4 to our unaudited condensed consolidated financial statements included in this report and Part I, Item 1, Business in our Annual Report on Form 10-K for fiscal 2008.

RESULTS OF OPERATIONS

Overview

As a result of the weak global economic conditions, fiscal 2008 was a particularly challenging year for our company. These challenging economic conditions continued to impact each of our operating groups in the first nine months of fiscal 2009. We expect that these challenging economic conditions will continue to impact each of our operating groups beyond fiscal 2009. In the current economic environment, we believe it is important to continue to focus on maintaining a healthy balance sheet and sufficient liquidity. Significant initiatives we have taken in the last two years to achieve these objectives have included reducing working capital requirements, moderating capital expenditures for retail stores, reducing overhead and issuing the $150 million aggregate principal amount of 11 3/8% Senior Secured Notes in June 2009 and the related satisfaction and discharge of our remaining 8 7/8% Senior Unsecured Notes.

The apparel and retail industry is cyclical and dependent upon the overall level of discretionary consumer spending, which changes as regional, domestic and international economic conditions change. The impact of negative economic conditions may have a longer and more severe impact on the apparel and retail industry than the same conditions would have on other industries. Therefore, even if conditions improve in the general economy, the negative impact on the apparel and retail industry may continue.

The following table sets forth our consolidated operating results (in thousands, except per share amounts) for the first nine months of fiscal 2009 compared to the first nine months of fiscal 2008:

		First Nine Months
		Fiscal 2009				Fiscal 2008				$ Change				% Change
Net sales		$	610,156			$	747,648			$	(137,492	)			(18.4	%)
Net earnings		$	11,283			$	15,765			$	(4,482	)			(28.4	%)
Diluted net earnings per common share		$	0.72			$	1.00			$	(0.28	)			(28.0	%)
Weighted average common shares outstanding-diluted			15,729				15,773				(44	)			(0.3	%)

The primary reasons for the decrease in diluted net earnings per common share were:

	•		Net sales declined across all operating groups from the first nine months of fiscal 2008 primarily due to the impact of the challenging economic conditions.
	•		Operating results for Ben Sherman were also impacted by the change in the average exchange rate between the British pound sterling and the United States dollar and restructuring charges totaling approximately $1.4 million in the first nine months of fiscal 2009, which were primarily related to our exit from, and subsequent licensing of, the Ben Sherman footwear and kids’ operations, as well as other streamlining initiatives.
	•		Net sales for Lanier Clothes and Oxford Apparel were also impacted by our exit from certain businesses in fiscal 2008.
	•		Royalty income decreased primarily as a result of the termination of the Tommy Bahama footwear license agreement, a 19% decline in the average value of the British pound sterling versus the United States dollar, which impacted Ben Sherman royalty income, as well as the impact of the challenging economic conditions.
	•		A charge of $1.8 million was recognized in interest expense, net in the second quarter of fiscal 2009 related to the satisfaction and discharge of the remaining $166.8 million aggregate principal amount of 8 7/8% Senior Unsecured Notes.

These items were partially offset by:

	•		For the first nine months of fiscal 2008, each operating group was impacted by restructuring charges totaling $7.7 million.
	•		Significant reductions were made in our SG&A across all operating groups as we streamlined our operations and focused on our core businesses during the recent economic conditions.
	•		A charge of $0.9 million was recognized in interest expense in the third quarter of fiscal 2008 as a result of our amendment and restatement of our U.S. Revolving Credit Agreement.

•

Changes in our debt facilities which impacted interest expense, net included (1) the amendment and restatement of our U.S. Revolving Credit Agreement in August 2008 which provided more favorable borrowing terms than the U.S. Revolving Credit Agreement provided for prior to August 2008, (2) our repurchase of $33.2 million of our 8 7/8% Senior Unsecured Notes at a discount, (3) the issuance of $150.0 million aggregate principal amount of 11 3/8% Senior Secured Notes in the second quarter of fiscal 2009, (4) the repurchase of $166.8 million aggregate principal amount of our 8 7/8% Senior Unsecured Notes in the second quarter of fiscal 2009, which was funded by the proceeds from our issuance of $150.0 million aggregate principal amount of 11 3/8% Senior Secured Notes and borrowings under our U.S. Revolving Credit Agreement and (5) varying levels of debt outstanding under our U.S. Revolving Credit Agreement between the two periods as a result of positive cash flows for the twelve months ended October 31, 2009.

THIRD QUARTER OF FISCAL 2009 COMPARED TO THIRD QUARTER OF FISCAL 2008

The following table sets forth the specified line items in our unaudited condensed consolidated statements of operations both in dollars (in thousands) and as a percentage of net sales. The table also sets forth the dollar change and the percentage change of the data as compared to the same period of the prior year. We have calculated all percentages based on actual data, but percentage columns may not add due to rounding. Individual line items of our consolidated statements of operations may not be directly comparable to those of our competitors, as classification of certain expenses may vary by company.

		Third Quarter
		Fiscal 2009								Fiscal 2008								$ Change				% Change
Net sales		$	200,538				100.0	%		$	244,186				100.0	%		$	(43,648	)			(17.9	%)
Cost of goods sold			120,283				60.0	%			150,557				61.7	%			(30,274	)			(20.1	%)
Gross profit			80,255				40.0	%			93,629				38.3	%			(13,374	)			(14.3	%)
SG&A			72,426				36.1	%			84,637				34.7	%			(12,211	)			(14.4	%)
Amortization and impairment of intangible assets			317				0.2	%			692				0.3	%			(375	)			(54.2	%)
Royalties and other operating income			3,596				1.8	%			4,584				1.9	%			(988	)			(21.6	%)
Operating income			11,108				5.5	%			12,884				5.3	%			(1,776	)			(13.8	%)
Interest expense, net			5,302				2.6	%			6,437				2.6	%			(1,135	)			(17.6	%)
Earnings before income taxes			5,806				2.9	%			6,447				2.6	%			(641	)			(9.9	%)
Income taxes			1,568				0.8	%			1,672				0.7	%			(104	)			(6.2	%)
Net earnings		$	4,238				2.1	%		$	4,775				2.0	%		$	(537	)			(11.2	%)