Oxford Industries - 10-Q quarterly report FY

5.Accounts Receivable Sales: We have a $65 million asset backed revolving securitization facility ("securitization facility") under which we sell a defined pool of our accounts receivable to a wholly-owned special purpose subsidiary. The securitization facility is accounted for as secured borrowing. The receivables outstanding under this facility and the corresponding debt are included as "Receivables" and "Notes payable" in the accompanying consolidated balance sheets. As collections reduce previously pledged interests, new receivables may be pledged. We had approximately $65 million available under the securitization facility as of February 28, 2003 and approximately $64 million available on March 1, 2002. We had $10 million outstanding under the securitization facility as of February 28, 2003 and $25 million on March 1, 2002.

Under SFAS 142, fair value of goodwill is determined using the discounted cash flow methodology. This methodology differs from our previous policy, as permitted under accounting standards existing before the adoption of SFAS 142, of using undiscounted cash flows. Under adoption of SFAS 142, we had no impairment of our goodwill, which totaled $5,839,476 at February 28, 2003.

A number of factors had a significant impact on our results of operations for the third quarter and nine months ended February 28, 2003. These factors include, among others, the continued decline in the consumer price indexes for apparel products, shifts in our sourcing base and the acquisition by Sears, Roebuck & Co. ("Sears") of Lands' End, Inc. ("Lands' End"), one of our significant customers

General business conditions in the apparel industry continue to be extremely competitive, characterized by weak demand and oversupply. Many major apparel retailers have reported declines in same store sales during recent months. Consumer price indexes for apparel products have declined in each of the past five years ending December 2002. Lower retail selling prices have resulted in lower wholesale selling prices during the quarter and the nine month ended February 28, 2003. In response to this deflation at the wholesale pricing level, we have succeeded in lowering the cost of our products through various initiatives to improve our sourcing, manufacturing and supply chain management operations.

The migration of a portion of our production capacity from owned or leased facilities in the Caribbean Basin and Mexico to low cost joint ventures in China and India as well as to full package purchases from low cost vendors throughout the world has contributed to the decline in our production costs during the quarter and nine months ended February 28, 2003. The reduction in Caribbean Basin and Mexican capacity resulted in more efficient operation of our remaining facilities in the region. Supply chain management initiatives have enabled us to more effectively plan inventory requirements, which have resulted in lower inventory levels and lower exposure to inventory markdowns. The Company also continues to take advantage of various free-trade agreements throughout the world. These agreements permit us to avoid paying duty on qualifying products from eligible countries. In the absence of a free trade agreement or other trade preference, duty rates on the product categories that constitute the majority of our sales are in the 15 - 20% range.

On June 17, 2002, Sears completed the acquisition of Lands' End. For fall 2002, Sears introduced an assortment of Lands' End product to a number of Sears larger retail stores. The rollout continued to more stores in the Spring 2003 season and will be substantially completed in the Fall 2003 season. Throughout the rollout, a majority of our shipments of Lands' End products to Sears stores have been attributable to establishing initial base inventory levels in Sears stores.

The following table sets forth the line items in the Consolidated statements of earnings data both in dollars and as a percent of net sales. The table also sets forth the percentage change of the data as compared to the prior year.

Cost of goods sold declined from 80.7% of net sales in the third quarter of the prior year to 79.5% in the current year. The decline in cost of goods sold was due to lower markdowns as the result of improved inventory management and supply chain initiatives. More cost effective sourcing and improved manufacturing efficiencies resulted in lower initial product cost during the third quarter of fiscal 2003.

Selling, general and administrative expenses ("S,G&A") increased $4,721, or 17.7%, from $26,697 in the third quarter of the prior year to $31,418 in the third quarter of the current year. As a percent of net sales, S,G&A declined from 17.9% in the third quarter of the prior year to 15.0% in the third quarter of the current year. S,G&A, in the third quarter of the current year included higher incentive compensation costs due to improved financial performance. Incentive compensation costs included $4,239 in the third quarter of the current year as compared to ($1,284) in the third quarter of the prior year.

Interest expense increased from $26 in the third quarter of the prior year to $47 in the third quarter of the current year. In the third quarter of the prior year, approximately $93 of financing costs for our trade receivables securitization program were reflected as S,G&A expense rather than interest expense. Weighted average borrowings and interest rates for the third quarter of the current year were lower than the third quarter of the prior year.

Nine Months: Net sales increased 16.7% from $485,553 in the first nine months of the prior year to $566,529 in the first nine months of the current year. This resulted from a 31.1% increase in the number of units sold, which was partially offset by an 11.0% decline in the average selling price per unit. The increase in unit sales was primarily due to growth in mass merchant and chain store channels of distribution and includes the continued rollout of Lands' End product into selected Sears stores. The reasons for the decline in the average selling price per unit were substantially the same as in the quarterly results stated above.

Cost of goods sold declined from 80.9% in the first nine months of the prior year to 79.1% in the first nine months of the current year. The reasons for the reduction in the cost of goods sold were substantially the same as those for the third quarter mentioned above.

S,G&A expenses increased $7,738 or 9.1% from $84,724 in the first nine months of the prior year to $92,462 in the first nine months of the current year. As a percentage of net sales, S,G&A declined from 17.4% in the first nine months of the prior year to 16.3% in the first nine months of the current year. S,G&A in the first nine months of the current year includes incentive compensation costs of $8,208 compared to $547 in the first nine months of the prior year, $540 of costs to close the European golf operation and $1,061 of acquisition due diligence costs.

Interest expense increased from $77 in the first nine months of the prior year to $149 in the first nine months of the current year. In the first nine months of the prior year, approximately $1,030 of financing costs for our trade receivables securitization facility were reflected as S,G&A expense rather than interest expense. Interest expense attributable to outstanding borrowings declined due to lower weighted average borrowings and lower interest rates in the first nine months of the current year compared to the first nine months of the prior year.

Income Tax:The effective tax rate was approximately 39.5% for the third quarter and the first nine months of the current year and 38.0% for the third quarter and first nine nine months of the prior year. Variations in the rate are primarily attributable to the relative distribution of pre-tax earnings among the various taxing jurisdictions in which we operate.

Nine Months: Net sales increased 9.9% from $139,373 in the first nine months of the prior year to $153,141 in the first nine months of the current year. A 22.4% increase in unit sales was partially offset by a 10.1% decline in the average selling price per unit. As in the third quarter of the current year, the EBIT improvement came from the increased sales volume and increased leveraging of expenses due to the higher sales base.

Nine Months:Net sales increased 5.0% from $113,678 in the first nine months of the prior year to $119,370 in the first nine months of the current year. This increase resulted from a unit sales increase of 12.0%, which was partially offset by a 6.2% decline in the average selling price per unit. The reasons for the unit sales increase were substantially the same as the third quarter of the current year mentioned above. The decline in the average selling price per unit was due to deflation in menswear apparel and a shift in product mix towards a higher proportion of lower priced products. EBIT increased 38.0% from $9,015 in the first nine months of the prior year to $12,440 in the first nine months of the current year. The increase in EBIT was again due to increased sales volume, more cost effective sourcing and lower markdowns.

Nine Months:Net sales increased 26.2% from $59,522 in the first nine months of the prior year to $75,143 in the first nine months of the current year. This increase resulted from a 28.1% increase in unit sales, which was slightly offset by a 1.5% decline in the average selling price per unit. The unit sales increase, as in the third quarter of the current year, was driven by the continuing rollout of the Lands' End products to selected Sears stores and growth in the direct mail distribution channel. EBIT increased 153.1% from $2,377 in the first nine months of the prior year to $6,016 in the first nine months of the current year. The primary reasons for the improvement in EBIT were substantially the same as those mentioned for the third quarter above.

Nine Months:Net sales increased 26.7% from $172,641 in the first nine months of the prior year to $218,653 in the first nine months of the current year. This resulted from a 37.2% unit sales increase, which was partially offset by a 8.9% decline in the average selling price per unit. The unit sales increase was due to increased sales in the mass merchant distribution channel. As in the third quarter of the current year, the decline in the average selling price per unit was due to changes in product mix toward a higher proportion of lower priced products and continued deflation in apparel prices. EBIT increased 125.6% from $4,905 in the first nine months of the prior year to $11,066 in the first nine months of the current year. Included in S,G&A in the first nine months of the prior year was $1,480 in goodwill amortization that is not being recorded in the current year due to the adoption of SFAS 142. The reasons for the EBIT improvement were substantially the same as those mentione d for the third quarter of the current year above.

Nine Months:The decline in EBIT was primarily due to higher accrued incentive compensation cost due to improved financial performance and acquisition due diligence costs partially offset by LIFO accounting adjustments.

Our primary source of liquidity is cash flow from operations. We supplement operating cash with our $65,000 securitization facility and uncommitted bank lines of credit. On February 28, 2003, $65,000 was available under the securitization facility of which $10,000 was outstanding. We had $145,500 in uncommitted lines of credit, of which $125,000 is reserved exclusively for letters of credit. We pay no commitment fees for these available lines of credit. At February 28, 2003 there were no direct borrowings and approximately $86,966 in letters of credit outstanding under these lines. We anticipate the use and availability of uncommitted resources as working capital needs may require.

Operating activities used $15,377 in the first nine months of the current year and $28,395 in the same period of the prior year. The increase in receivables was primarily due to the increase in sales volume. Improved asset management drove the inventory reduction from the first nine months of the prior year. The securitization facility, which is discussed in more detail in Financing Activities below, affected the first nine months of the prior year cash flow from operating activities.

Investing activities, which include purchases of and proceeds from the sale of property, plant and equipment used $812 in the first nine months of the current year and $757 in the same period of the prior year.

We established a $90,000 securitization facility on May 3, 2001, under which we sell a defined pool of accounts receivable to a securitization conduit. We used proceeds from the securitization facility to eliminate bank borrowings. At June 1, 2001, $56,000 was outstanding under the securitization facility. A January 31, 2002 amendment to the securitization facility discontinued its off-balance sheet treatment and reduced the amount to $65,000. We had $25,000 outstanding under the securitization facility as of March 2, 2002, $0 at May 31, 2002 and $10,000 on February 28, 2003. The receivables outstanding under the securitization facility and the corresponding debt are included as "Receivables" and "Notes payable" in the accompanying consolidated balance sheets. As collections reduce previously pledged interests, new receivables may be pledged.

If the securitization facility had not been treated as off-balance sheet at June 1, 2001, the accounts receivable balance at June 1, 2001 would have been increased by $56,000 to $106,699 and the balance of short-term debt would have been $56,000. Net cash generated by operations for the nine months ended March 1, 2002 would have been increased by $56,000 from $28,395 cash used to $27,605 cash provided. Net cash provided by financing activities would have been decreased by $56,000 from $23,577 provided to $32,423 cash used.

The consumer price index indicates deflation in apparel prices for at least the last five years. This deflation has resulted in the decline in the average selling price per unit for our Company as a whole. In order to maintain gross margins and operating profit, we constantly seek more cost effective product sourcing, productivity improvements and cost containment initiatives, in addition to efforts to increase unit sales.

There were no other material changes in Market Risk Sensitivity since the filing of the Annual report on Form 10-K for the fiscal year ended May 31, 2002.

A discussion of the effects of recently issued accounting standards appears in Note 6 to the Unaudited Consolidated Financial Statements in Item 1 above.

Cash flow from operations is our primary source of liquidity. We supplement operating cash with our trade receivables securitization facility and uncommitted bank lines of credit. We anticipate use and availability of uncommitted resources as working capital needs may require. In addition, we could, if necessary, raise additional funds through the issuance of debt or equity securities in public or private transactions.

The uses of funds primarily include working capital requirements, capital expenditures, acquisitions, which could be material, stock repurchases, dividends and repayment of short-term debt. From time to time we consider possible acquisitions of apparel-related businesses that are compatible with our long-term strategies. Our Board of Directors has authorized us to purchase shares of common stock on the open market and in negotiated trades as conditions and opportunities warrant.

In light of the current economic and political uncertainties as well as the sluggish and deflationary retail environment, we are approaching the upcoming fourth quarter with a measure of caution and conservatism. Compared to last year's strong fourth quarter, we expect sales to be moderately lower reflecting the early shipment of Spring merchandise in the third quarter and the deferral of some transition season merchandise into the first quarter of next year. The prior year's fourth quarter included a LIFO credit of $0.10 per share due to the liquidation of LIFO inventory layers. This credit is not expected to recur in this year's fourth quarter. Consequently, we expect fourth quarter diluted earnings per share to be modestly lower.

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgements that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Financial Reporting Release No. 60, which was released by the Securities and Exchange Commission, requires all companies to include a discussion of critical accounting policies or methods used in the preparation of financial statements. The detailed Summary of Significant Accounting Policies is included in our Fiscal 2002 Annual Report on Form 10-K. The following is a brief discussion of the more significant accounting policies and methods we use.

Revenue recognition and accounts receivable

We consider revenue realized or realizable and earned when the following criteria are met: persuasive evidence of an agreement exists, delivery has occurred, our price to the buyer is fixed and determinable, and collectibility is reasonably assured. For accounts receivable, we estimate the net collectibility, considering both historical and anticipated trends of trade discounts and co-op advertising deductions taken by our customers, allowances we provide to our retail customers to flow goods through the retail channels, and the possibility of non-collection due to the financial position of our customers.

Inventory

For segment reporting, inventory is carried at the lower of FIFO cost or market. We estimate the amount of goods that we will not be able to sell in the normal course of business and write down the value of these goods to the recovery value expected to be realized through off-price channels yielding a normal gross margin when shipped. If we incorrectly anticipate these trends or unexpected events occur, our results of operations could be materially affected. For consolidated financial reporting, inventory is valued at the lower of LIFO cost or market. As part of our LIFO accounting, all markdowns are deferred until the period in which the goods are shipped. The markdown deferral is reflected in Corporate and Other.

Goodwill

The evaluation of goodwill under SFAS 142 requires valuations of each applicable underlying business. These valuations can be significantly affected by estimates of future performance and discount rates over a relatively long period of time, market price valuation multiples and transactions in related markets. These estimates will likely change over time. The transitional business valuation reviews required by SFAS 142 indicated that no reduction of the carrying value of goodwill for our business units was required. After the adoption of SFAS 142, goodwill is required to be evaluated annually, or sooner if events or changes in circumstances indicate that the carrying amount may exceed fair value. If this review indicates an impairment of goodwill balances, the amount of impairment will be recorded immediately and reported as a component of current operations.

Prior to adopting SFAS 142, goodwill was amortized over periods not exceeding 40 years. With the adoption of this standard, goodwill is not amortized. It is periodically reviewed for impairment as discussed above. SFAS 142 does not permit retroactive application to years prior to adoption. Therefore, earnings beginning in fiscal 2002 tend to be higher than earlier periods as a result of this accounting change. Goodwill amortization prior to the adoption of SFAS 142 was primarily in our Womenswear segment and the amount of goodwill currently recorded is also primarily related to this segment.

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include statements generally preceded by, followed by or that include the words "believe," "expect," "anticipate," "plan," "estimate" or similar expressions. These statements include, among others, statements regarding our expected business outlook, anticipated financial and operating results, strategies, contingencies, financing plans, working capital needs, sources of liquidity, estimated amounts and timing of capital expenditures and other expenditures, and expected outcomes of litigation.

Forward-looking statements reflect our current expectations and are not guarantees of performance. These statements are based on our management's beliefs and assumptions, which in turn are based on currently available information. Important assumptions relating to these forward-looking statements include, among others, assumptions regarding demand for our products, expected pricing levels, raw material costs, the timing and cost of planned capital expenditures, expected outcomes of pending litigation, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Forward-looking statements also involve risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond our ability to control or predict. Such factors include, but are not limited to the following:

• general economic cycles
• competitive conditions in our industry
• price deflation in the apparel industry
• our ability to identify and respond to fashion trends and to offer innovative and upgraded products
• the price and availability of raw materials
• our dependence on and relationships with key customers
• the ability of our contract manufacturers to deliver quality products in a timely manner
• the uninterrupted operation of our distribution facilities
• conditions in the foreign countries in which we operate or source our products
• regulatory risks associated with importing products
• the impact of labor disputes and wars or acts of terrorism on our business
• increased competition from direct sourcing
• our ability to maintain our licenses
• our ability to protect our intellectual property
• our reliance on key management
• the inability to seek remedies against Arthur Andersen LLP., our former independent accountants.

You should not place undue reliance on any forward-looking statements, which are based on current expectations. Furthermore, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events

ADDITIONAL INFORMATION

For additional information concerning our operations, cash flows, liquidity and capital resources, this analysis should be read in conjunction with the Consolidated Financial Statements and the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2002.

See the section entitled "Liquidity and Capital Resources" in Item 2 above, which sections are incorporated herein by reference.

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures within 90 days of the filing date of this quarterly report. This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation, these officers have concluded that the design and operation of our disclosure controls and procedures are effective. There were no significant changes to our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no significant changes in our internal controls or, to our knowledge, in other factors that could significantly affect our disclosure controls and procedures subsequent to the evaluation date.

99.1 Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

We did not file any reports on Form 8-K during the quarter ended February 28, 2003.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

I, J. Hicks Lanier, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oxford Industries;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: April 2, 2003

By /s/ J. Hicks Lanier

___________________

J. Hicks Lanier

Chief Executive Officer

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I, Ben B. Blount, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Oxford Industries;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: April 2, 2003

By /s/ Ben B. Blount, Jr.

___________________

Ben B. Blount, Jr.

Chief Financial Officer