Oxford Industries - 10-Q quarterly report FY

 

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OXFORD INDUSTRIES, INC.
INDEX TO FORM 10-Q
For the first quarter of fiscal 2008

     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 requested by 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, costs of products and raw materials we purchase, 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 I, Item 1A. Risk Factors contained in our Form 10-KT for the eight-month transition period ended February 2, 2008, 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 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.

     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 ends 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 was a transition period from June 2, 2007 through February 2, 2008, and we filed a transition report on Form 10-KT for that period. The terms listed below (or words of similar import) reflect the respective period noted:

See accompanying notes.

     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 Form 10-KT for the eight-month transition period ended February 2, 2008.

     We generate revenues and cash flow through the design, production, sale 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 located outside the United States and United Kingdom. We primarily 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 sell products of certain owned brands through our owned and licensed retail stores and e-commerce websites.

     The first quarter of fiscal 2008 was a challenging time for the retail and apparel industry as a result of the weak economic conditions which began in the second half of the 2007 calendar year and continued through the current fiscal quarter. These conditions impacted each of our operating groups, and we expect that these challenging economic conditions will continue in the near-term. Therefore, we have planned inventory purchases conservatively, which will limit our sales growth opportunities for the remainder of fiscal 2008. This strategy, however, will also mitigate inventory markdown risk and promotional pressures. At the same time, we continue to invest in our Tommy Bahama® and Ben Sherman® brands through store openings and new marketing initiatives and focus our Lanier Clothes and Oxford Apparel businesses on key product categories and lines of business.

     Diluted net earnings per common share was $0.59 in the first quarter of fiscal 2008 and $0.95 in the three months ended May 4, 2007. The most significant factors impacting our results during these periods are discussed below:

     On May 22, 2008, at the conclusion of our accelerated share repurchase program which we entered into in November 2007, we received an additional 0.6 million shares of our common stock, bringing the total number of shares received pursuant to the program to 2.5 million. We have no additional obligations and will not receive any additional shares in the future pursuant to this accelerated share repurchase program. For further information regarding our $60 million accelerated share repurchase program, see Note 5 to our unaudited condensed consolidated financial statements included in this report.

     The following table sets forth the line items in our consolidated statements of earnings (in thousands) and the percentage change during the first quarter of fiscal 2008 as compared to the same 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.

     The following table sets forth the line items in our consolidated statements of earnings as a percentage of net sales. We have calculated all percentages based on actual data, but columns may not add due to rounding.

     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. The leader of each operating group reports directly to our Chief Executive Officer.

     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 own 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 35 and older men and women who embrace a relaxed and casual approach to daily living. We also license the Tommy Bahama name for a wide variety of product categories.

     Ben Sherman is a London-based designer, marketer and distributor of branded sportswear and footwear. We also license the Ben Sherman name to third parties for various product categories. 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 and footwear targeted at youthful-thinking men and women ages 19 to 35 throughout the world. We offer a full Ben Sherman sportswear collection, as well as tailored clothing, footwear 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.

     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. Our Lanier Clothes branded products include Nautica®, Kenneth Cole®, Dockers®, O Oscar^TM and Geoffrey Beene®, which are trademarks licensed to us by third parties, and Arnold Brant® and Billy London®, which are brands owned by us. In addition to our branded businesses, we design and source certain private label tailored clothing products. 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, suited 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 Inc. and Sears. Owned brands of Oxford Apparel include Oxford Golf®, Solitude®, Kona Wind®, 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 the Tommy Hilfiger®, Dockers and United States Polo Association® trademarks for certain apparel products. Our Oxford Apparel products are sold to a variety of department stores, mass merchants, specialty catalog retailers, discount retailers, specialty retailers, “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 offices, substantially all financing activities, 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.

     The tables below present certain information about our operating groups (dollars in thousands).

     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 Form 10-KT for the eight-month transition period ended February 2, 2008.

     The discussion below compares our operating results for the first quarter of fiscal 2008 to the three months ended May 4, 2007. Each percentage change provided below reflects the change between these periods unless indicated otherwise.

     Net sales decreased $19.5 million, or 6.7%, in the first quarter of fiscal 2008 compared to the three months ended May 4, 2007 as a result of the changes discussed below.

     Tommy Bahama reported a decrease in net sales of $2.5 million, or 1.9%. The decrease was primarily due to a reduction in net sales at wholesale and our existing owned retail stores resulting from the difficult retail environment. This decrease in wholesale sales and existing store sales was offset by increased retail sales due to the number of retail stores increasing from 67 at May 4, 2007 to 77 at May 3, 2008 and e-commerce sales, which commenced in October 2007. Unit sales decreased 7.9% due to the difficult retail environment at our own retail stores and our wholesale customers’ stores, particularly in Florida, California, Nevada and Arizona, during the first quarter of fiscal 2008. The average selling price per unit increased by 6.1%, as sales at our retail stores and e-commerce sales represented a greater proportion of total Tommy Bahama sales. We expect the difficult retail environment to continue through the end of fiscal 2008.

     Ben Sherman reported a decrease in net sales of $2.7 million, or 6.8%. The decrease in net sales was primarily due to lower sales in our United Kingdom wholesale business as we continue to reposition the brand and in our United States wholesale business due to our exit from the Evisu apparel business in the United States. These declines were partially offset by increased sales at our retail stores and increased sales in markets outside of the United Kingdom and United States. During the first quarter of fiscal 2008, unit sales declined by 2.1% due primarily to the decline in the United Kingdom wholesale business. The average selling price per unit decreased by 4.8%, resulting primarily from a decline in the average selling price per unit in the United States wholesale business due to the liquidation of remaining Evisu apparel, partially offset by a larger percentage of total Ben Sherman sales being sales at our retail stores. For the remainder of fiscal 2008, we anticipate that sales in our Ben Sherman wholesale business in the United Kingdom will decline compared to the same period in the prior year as we continue to reposition the brand, but this decline will be partially offset by sales increases in our retail operations and our operations outside of the United Kingdom and United States.

     Lanier Clothes reported a decrease in net sales of $4.0 million, or 9.3%. The decrease was primarily due to weak demand in the branded tailored clothing market, particularly in the department store channel of distribution. This weak demand resulted in a decrease in the average selling price per unit of 8.7% and a decrease in unit sales of 0.7% during the first quarter of fiscal 2008. We expect that this sluggish market will continue through the end of fiscal 2008.

     Oxford Apparel reported a decrease in net sales of $9.7 million, or 12.4%. The decrease in net sales was anticipated in connection with the strategy we implemented in the latter part of fiscal 2007 to focus on key product categories and exit underperforming lines of business. Unit sales decreased by 11.6% as a result of the exit of certain lines of business, and the average selling price per unit decreased by 0.9% due to a change in product mix as we exited certain lines of business. We anticipate that sales in the remainder of fiscal 2008 will be lower than the prior year as we continue to focus on key product categories and exiting certain lines of business.

     Gross profit decreased 3.5% in the first quarter of fiscal 2008. The decrease was due to lower sales, as described above, partially offset by higher gross margins. Gross margins increased to 42.6% of net sales during the first quarter of fiscal 2008 from 41.2% in the prior period. The increase was primarily due to the increased proportion of Tommy Bahama and Ben Sherman sales, which generally have higher gross margins than our Lanier Clothes and Oxford Apparel businesses. Gross margins for Tommy Bahama, Ben Sherman and Oxford Apparel improved compared to the prior year.

     Our gross profit may not be directly comparable to those of our competitors, as income statement classifications of certain expenses may vary by company.

     Selling, general and administrative expenses, or SG&A, increased 6.5% in the first quarter of fiscal 2008. SG&A was 36.5% of net sales in the first quarter of fiscal 2008 compared to 32.0% in the three months ended May 4, 2007. The increase in SG&A was primarily due to the expenses associated with operating additional Tommy Bahama and Ben Sherman retail stores, approximately $2.2 million of additional marketing costs in Tommy Bahama for our Spring 2008 advertising campaign and approximately $1.0 million of additional pre-opening costs primarily related to two new Tommy Bahama café emporiums. These increases in SG&A were partially offset by a decrease in SG&A in Oxford Apparel. The increase in SG&A as a percentage of net sales was due to the increase in total SG&A and the reduction in net sales, as discussed above.

     Amortization of intangible assets decreased 53.5% in the first quarter of fiscal 2008. Intangible assets generally have a greater amount of amortization in the earlier periods following the acquisition than in later periods.

     Royalties and other operating income decreased 25.8% in the first quarter of fiscal 2008. The decrease was primarily due to the prior year including a $2.0 million gain related to the sale of our Monroe, Georgia facility by the Oxford Apparel Group. This decrease was partially offset by an increase in royalty income for our brands during the first quarter of fiscal 2008.

     Operating income decreased 35.1% in the first quarter of fiscal 2008 due to the changes discussed below.

     Tommy Bahama reported a $7.0 million, or 26.5%, decrease in operating income in the first quarter of fiscal 2008. The decrease was primarily due to higher SG&A expenses due to operating costs of additional retail stores, approximately $2.2 million of additional marketing costs associated with our Spring 2008 advertising campaign and approximately $1.0 million of additional pre-opening costs primarily associated with two new Tommy Bahama café emporiums. These increased SG&A expenses were not supported by an increase in net sales due to the difficult retail environment at our own retail stores and our customers’ stores, particularly in Florida, California, Nevada and Arizona.

     Ben Sherman reported a $1.4 million, or 84.8%, decrease in operating income in the first quarter of fiscal 2008. The decrease was primarily due to lower sales in our United Kingdom and United States wholesale businesses, as discussed above, which resulted in expense de-leveraging. These lower sales in the United Kingdom and the United States wholesale businesses were partially offset by increased sales at our own retail stores and increased sales in markets outside of the United Kingdom and United States.

     Lanier Clothes reported a $1.5 million, or 101.5%, decrease in operating income in the first quarter of fiscal 2008. The decrease was primarily due to lower net sales and lower gross margins caused by weak demand in the branded tailored clothing market, particularly in the department store channel of distribution.

     Oxford Apparel reported a $1.9 million, or 26.7%, decrease in operating income in the first quarter of fiscal 2008. The decrease was attributable to the prior year including a $2.0 million gain related to the sale of our Monroe, Georgia facility by the Oxford Apparel Group in April 2007. The 12.4% decrease in net sales for the group discussed above was offset by higher gross margins and lower SG&A in the current quarter as we continued to focus on key product categories and exiting certain lines of business.

     The Corporate and Other operating expenses decreased 16.3% in the first quarter of fiscal 2008. The decrease in the operating expenses was primarily due to certain severance costs incurred during the three months ended May 4, 2007.

     Interest expense, net increased 17.3% in the first quarter of fiscal 2008. The increase in interest expense was primarily due to a higher average debt outstanding during the period partially offset by lower interest rates. The higher average debt outstanding was primarily a result of our $60 million accelerated share repurchase program which was funded in November 2007 and our acquisition of Tommy Bahama’s third-party buying agent on February 1, 2008, each of which was funded through borrowings under our U.S. credit facility.

     Income taxes were at an effective tax rate of 30.8% for the first quarter of fiscal 2008 compared to 33.1% for the three months ended May 4, 2007. The change in our effective tax rate was a result of the May 2007 change in our assertion regarding our initial investment in a foreign subsidiary, the impact of certain contingency items in the first quarter of fiscal 2008 and lower anticipated earnings in the current year which resulted in certain book to tax differences and discrete items having a greater impact on our tax rate. We believe our annual effective tax rate for fiscal 2008, before the impact of any discrete events, is approximately 32%.

     Diluted net earnings per common share decreased to $0.59 in the first quarter of fiscal 2008 from $0.95, due to the changes in the operating results discussed above, partially offset by the reduction in the weighted average shares outstanding during the period as a result of our receipt of approximately 1.9 million shares of our common stock in November 2007 pursuant to our accelerated share repurchase program.

     Our primary source of revenue and cash flow is our operating activities in the United States and, to some extent, the United Kingdom. When cash inflows are less than cash outflows, subject to their terms, we also have access to amounts under our U.S. Revolver and U.K. Revolver, each of which are described below. We may seek to finance future capital investment programs through various methods, including, but not limited to, cash flow from operations, borrowings under our current or additional credit facilities and sales of debt or equity securities.

     Our liquidity requirements arise from the funding of our working capital needs, which include inventory, other operating expenses and accounts receivable, funding of capital expenditures, payment of quarterly dividends, repayment of our indebtedness and acquisitions, if any. Many times, our product purchases are acquired through trade letters of credit which are drawn against our lines of credit at the time of shipment of the products and which reduce the amounts available under our lines of credit when issued.

     Cash and cash equivalents on hand was $6.1 million at May 3, 2008 and $47.9 million at May 4, 2007.

     During the first quarter of fiscal 2008 and the three months ended May 4, 2007, our operations generated $36.2 million and $26.4 million of cash, respectively. The operating cash flows were primarily the result of earnings for the period, adjusted for non-cash activities such as depreciation, amortization and stock compensation expense and changes in our working capital accounts. In the first quarter of fiscal 2008 and the three months ended May 4, 2007, the significant changes in working capital from February 2, 2008 and February 2, 2007, respectively, were a decrease in inventory levels partially offset by an increase in receivables, as discussed below.

     Our working capital ratio, which is calculated by dividing total current assets by total current liabilities, was 2.07:1 and 2.60:1 at May 3, 2008 and May 4, 2007, respectively. The change from May 4, 2007 was primarily due to the significant reductions in cash and inventory levels.

     Receivables were $123.1 million and $121.4 million at May 3, 2008 and May 4, 2007, respectively, representing an increase of 1%. Days’ sales outstanding for our wholesale accounts receivable was 56 days and 51 days at May 3, 2008 and May 4, 2007, respectively, with the increase primarily due to certain customers paying more slowly in the current economic environment.

     Inventories were $122.7 million and $148.0 million at May 3, 2008 and May 4, 2007, respectively, a decrease of 17%. Inventory for the Tommy Bahama operating group increased to support additional retail stores. Inventory levels at Ben Sherman decreased, primarily due to reductions of excess inventory in our Ben Sherman businesses. Inventory for Lanier Clothes decreased significantly in the current year as we have reduced the amount of excess inventories from prior year levels. Inventory levels for Oxford Apparel decreased compared to the prior year, primarily due to inventory reductions in replenishment programs and the exit from certain programs which were partially offset by inventory increases due to new initiatives in our dress shirt business and other key product categories. Our days’ supply of inventory on hand, using a FIFO basis, was 103 days and 107 days as of May 3, 2008 and May 4, 2007, respectively, due to the changes in operating group inventories discussed above.

     Prepaid expenses were $18.0 million and $20.7 million at May 3, 2008 and May 4, 2007, respectively. The decrease in prepaid expenses was primarily due to the timing of payments for certain operating expenses.

     Current liabilities were $130.5 million and $129.9 million at May 3, 2008 and May 4, 2007, respectively. The increase in current liabilities was primarily due to higher levels of debt outstanding under our U.S. Revolver, as discussed below, being classified as current as of May 3, 2008, partially offset by lower accrued compensation amounts payable at May 3, 2008. The change in accrued compensation was due to the change in our year-end which resulted in only three months of bonus being accrued at May 3, 2008 compared to 11 months of bonus being accrued at May 4, 2007 and due to lower earnings in fiscal 2008 than fiscal 2007.

     Other non-current liabilities, which primarily consist of deferred rent and deferred compensation amounts, were $54.2 million and $40.1 million at May 3, 2008 and May 4, 2007, respectively. The increase was primarily due to the recognition of additional deferred rent and deferred compensation during the 12 months subsequent to May 4, 2007 and the reclassification of approximately $5.3 million to other non-current liabilities from income taxes payable and non-current deferred income taxes as a result of the adoption of FIN 48 in June 2007.

     Non-current deferred income taxes were $60.6 million and $79.9 million at May 3, 2008 and May 4, 2007, respectively. The change resulted primarily from the reclassification of approximately $3.7 million from non-current deferred income taxes to other non-current liabilities as a result of the adoption of FIN 48 in June 2007, the May 2007 change in our APB 23 assertion related to a foreign subsidiary, distributions from a foreign subsidiary and a change in the enacted tax rate in the United Kingdom in 2007.

     During the first quarter of fiscal 2008, investing activities used $8.9 million in cash including $8.7 million of capital expenditures, primarily related to new retail stores. During the three months ended May 4, 2007, investing activities used $7.4 million in cash consisting of $9.7 million of capital expenditures, primarily related to new retail stores, partially offset by $2.5 million of proceeds received from the sale of our Monroe, Georgia facility.

     Non-current assets, including property, plant and equipment, goodwill, intangible assets and other non-current assets, increased from May 4, 2007 to May 3, 2008 primarily as a result of our acquisition of Tommy Bahama’s third-party buying agent on February 1, 2008, recognition in May 2007 of the final earn-out payment related to our 2003 acquisition of Tommy Bahama and capital expenditures for our new retail stores. These increases were partially offset by depreciation related to our property, plant and equipment and amortization of our intangible assets.

     During the first quarter of fiscal 2008, financing activities used $35.9 million in cash. The cash flow provided by our operating activities in excess of cash flows used in investing activities and dividends paid were used to repay amounts outstanding under our U.S. Revolver. We paid an aggregate of $2.9 million for dividends on our common stock during the first quarter of fiscal 2008.

     During the three months ended May 4, 2007, financing activities used $1.5 million in cash. We received $1.7 million of cash from the exercise of employee stock options during the three months ended May 4, 2007 and paid an aggregate of $3.2 million for dividends on our common stock during the three months ended May 4, 2007.

     As we have for each quarter since we became a public company in July 1960, we expect to pay dividends in future quarters. However, we may discontinue or modify dividend payments at any time if we determine that other uses of our capital, including, but not limited to, payment of outstanding debt, repurchases of outstanding shares or funding of future acquisitions, may be in our best interest; if our expectations of future cash flows and future cash needs outweigh the ability to pay a dividend; or if the terms of our credit facilities or other debt instruments limit our ability to pay dividends. We may borrow to fund dividends in the short-term based on our expectation of operating cash flows in future periods subject to the terms and conditions of our credit facilities and other debt instruments. All cash flow from operations will not necessarily be paid out as dividends in all periods.

     Debt, including short term debt, was $239.1 million and $199.7 million as of May 3, 2008 and May 4, 2007, respectively. The increase was primarily due to borrowings under our U.S. Revolver to fund our $60 million share repurchase program, the payment in August 2007 of the final earn-out related to the Tommy Bahama acquisition and our acquisition of Tommy Bahama’s third-party buying agent on February 1, 2008. These increases in borrowings were partially offset by cash flow from operating activities subsequent to May 4, 2007 used to pay down our U.S. Revolver in part.

     The table below provides a description of our significant financing arrangements and the amounts outstanding under these financing arrangements (in thousands) as of May 3, 2008:

     Our U.S. Revolver and U.K. Revolver are used to finance trade letters of credit and standby letters of credit, as well as to provide funding for other operating activities and acquisitions. As of May 3, 2008 and May 4, 2007, approximately $34.1 million and $48.3 million, respectively, of trade letters of credit and other limitations on availability were outstanding against our U.S. Revolver and U.K. Revolver. The aggregate net availability under our U.S. Revolver and U.K. Revolver agreements was approximately $230.0 million as of May 3, 2008, subject to the respective limitations on borrowings set forth in our U.S. Revolver, U.K. Revolver and the indenture for our Senior Unsecured Notes.

     Our U.S. Revolver and Senior Unsecured Notes each include certain debt covenant restrictions that require us or our subsidiaries to maintain certain financial ratios that we believe are customary for similar facilities. As of May 3, 2008, we were compliant with all financial covenants related to our debt agreements.

     Our U.S. Revolver also includes limitations on certain restricted payments, including payment of dividends. Pursuant to the U.S. Revolver agreement, subject to other conditions, we may pay dividends if our Total Debt to EBITDA ratio, as defined in the U.S. Revolver agreement, for the four preceding quarters would have been not more than 3.00:1.00 after giving effect to the dividend payment. Our U.S. Revolver further provides that, effective as of August 3, 2008, this limitation will change so that we may make restricted payments, such as dividends, if, subject to other conditions, our Total Debt to EBITDA ratio for the four preceding quarters would be not more than 2.75:1:00 after giving effect to the payment.

     Additionally, our Senior Unsecured Notes include limitations on the payment of dividends. Pursuant to the indenture governing our Senior Unsecured Notes, we may make certain Restricted Payments, as defined in the indenture, to the extent that the sum of the Restricted Payments does not exceed the allowable amount described in the indenture. Restricted Payments include the payment of dividends, the repurchase of our common shares, repayment of certain debt, the payment of amounts pursuant to earn-out agreements and certain investments. The allowable amount includes 50% of GAAP net income, as adjusted, cash proceeds from the issuance of shares of our common stock including stock options and restricted stock awards, and certain other items.

     The Senior Unsecured Notes are subject to redemption at any time, at our option, in whole or in part, on not less than 30 nor more than 60 days’ prior notice. During the period from June 1, 2008 through May 31, 2009, the amount paid at redemption would be equal to 102.219% of the aggregate principal amount of the Senior Unsecured Notes to be redeemed together with accrued and unpaid interest, if any, to the date of redemption. Subsequent to June 1, 2009, the amount paid at redemption would be equal to 100.000% of the aggregate principal amount of the Senior Unsecured Notes to be redeemed together with accrued and unpaid interest, if any, to the date of redemption.

     Our debt-to-total-capitalization ratio was 37%, 40% and 31% at May 3, 2008, February 2, 2008 and May 4, 2007, respectively. The change in this ratio from May 4, 2007 was primarily a result of increased borrowings to fund our $60 million share repurchase program and our acquisition of Tommy Bahama’s third-party buying agent on February 1, 2008. Our debt level and ratio of debt-to-total-capitalization in future years may not be comparable to historical amounts as we continuously assess and periodically make changes to our capital structure and may make additional acquisitions, investments, changes to our debt facilities or repurchases of shares in the future.

     We anticipate that we will be able to satisfy our ongoing cash requirements, which generally consist of working capital needs, capital expenditures (primarily for the opening of additional Tommy Bahama and Ben Sherman retail stores and the implementation of new integrated financial systems) and interest payments on our debt during the remainder of fiscal 2008, primarily from cash flow from operations supplemented by borrowings under our lines of credit, if necessary. Our need for working capital is typically seasonal with the greatest requirements generally existing in the fall and spring of each year. Our capital needs will depend on many factors including our growth rate, the need to finance inventory levels and the success of our various products.

     If appropriate investment opportunities arise that exceed the availability under our existing credit facilities, we believe that we will be able to fund such acquisitions through additional or refinanced debt facilities or the issuance of additional equity. However, our ability to obtain additional borrowings or refinance our credit facilities will depend on many factors, including the prevailing market conditions, our financial condition and our ability to negotiate favorable terms and conditions. There is no assurance that financing would be available on terms that are acceptable or favorable to us, if at all. At maturity of the U.S. Revolver, the U.K. Revolver and the Senior Unsecured Notes, we anticipate that we will be able to refinance the facilities and debt with terms available in the market at that time.

     Our contractual obligations as of May 3, 2008 have not changed significantly from the contractual obligations outstanding at February 2, 2008 other than changes in the amounts outstanding under the U.S. Revolver and U.K. Revolver, amounts outstanding pursuant to letters of credit (both as discussed above) and new leases entered into for additional retail stores, none of which occurred outside the ordinary course of business.

     Our anticipated capital expenditures for fiscal 2008 are expected to be approximately $25 million, including $8.7 million incurred during the first quarter of fiscal 2008. These expenditures primarily relate to the continued expansion of our Tommy Bahama and Ben Sherman retail operations.

     We have not entered into agreements which meet the SEC’s definition of an off balance sheet financing arrangement, other than operating leases, and have made no financial commitments to or guarantees with respect to any unconsolidated subsidiaries or special purpose entities.

     The discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to bad debts, inventories, intangible assets, income taxes, stock compensation expense, contingencies and litigation and certain other accrued expenses. We base our estimates on historical experience and on various other assumptions

that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates are discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-KT for the eight-month transition period ended February 2, 2008. There have not been any significant changes to the application of our critical accounting policies and estimates during the first quarter of fiscal 2008.

     Although our various product lines are sold on a year-round basis, the demand for specific products or styles may be seasonal. For example, the demand for Tommy Bahama and golf products is higher in the spring and summer seasons. Generally, our products are sold to our wholesale customers prior to each of the retail selling seasons, including spring, summer, fall and holiday. As the timing of product shipments and other events affecting the retail business may vary, results for any particular quarter may not be indicative of results for the full year. The percentage of net sales by quarter for the twelve months ended February 2, 2008 was 27%, 23%, 26% and 24%, respectively, and the percentage of earnings before income taxes by quarter for the twelve months ended February 2, 2008 was 40%, 18%, 28% and 14%, respectively. We do not believe this distribution is indicative of the distribution in future years, as the last three quarters of the twelve months ended February 2, 2008 were impacted by the weak economic environment.

     We are exposed to certain interest rate, foreign currency, trade policy, commodity and inflation risks as discussed in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Form 10-KT for the eight-month transition period ended February 2, 2008. There have not been any significant changes in our exposure to these risks during the first quarter of fiscal 2008.

     Our Principal Executive Officer and Principal Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information 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 have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the first quarter of fiscal 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

     In the ordinary course of business, we may become subject to litigation or claims. We are not currently a party to any litigation or regulatory action that we believe could reasonably be expected to have a material adverse effect on our financial position, results of operations or cash flows.

     We believe that an investor should carefully consider the factors discussed in Part I. Item 1A. Risk Factors in our Form 10-KT for the eight-month transition period ended February 2, 2008, which are not the only risks facing our company. There have been no material changes to the risk factors described in our Form 10-KT for the eight-month transition period ended February 2, 2008. If any of the risks described in our Form 10-KT, or other risks or uncertainties not currently known to us or that we currently deem to be immaterial, actually occur, our business, financial condition or operating results could suffer.

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     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 hereunto duly authorized.