UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2012

Oxford Industries, Inc.

(Exact name of registrant as specified in its charter)

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

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02              Results of Operations and Financial Condition.

On December 4, 2012, Oxford Industries, Inc. issued a press release announcing, among other things, its financial results for the third quarter of fiscal 2012, which ended on October 27, 2012. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01              Financial Statements and Exhibits.

SIGNATURES

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.

2

Exhibit 99.1

Oxford Industries, Inc. Press Release

999 Peachtree Street, N.E.  Suite 688 · Atlanta, Georgia 30309

Oxford Industries Reports 19% Increase in Third Quarter Earnings

—Sales Increase 7% on Continued Strong Performance from Tommy Bahama and Lilly Pulitzer—

—Guidance Moderated to Reflect Underperformance at Ben Sherman—

ATLANTA, GA — Oxford Industries, Inc. (NYSE:OXM) today announced financial results for its fiscal 2012 third quarter, which ended October 27, 2012. Consolidated net sales increased 7% to $181.4 million in the third quarter of fiscal 2012. On an adjusted basis, earnings per share increased 19% to $0.19 compared to $0.16 in the third quarter of fiscal 2011. Adjusted earnings per share exclude charges related to repurchases of senior secured notes, a change in the fair value of contingent consideration and LIFO accounting adjustments.

On a U.S. GAAP basis, earnings per share were $0.18 in the third quarter of fiscal 2012 compared to $0.10 in the same period of the prior year. For reference, tables reconciling U.S. GAAP to adjusted measures are included at the end of this release.

J. Hicks Lanier, Chairman and Chief Executive Officer of Oxford Industries, Inc., commented,  “Our growth continues to be driven by strong sales increases at Tommy Bahama and Lilly Pulitzer and we are pleased that early holiday results at both of these brands have been strong.”

Mr. Lanier continued, “Despite the good performances of these businesses, our overall results for the third quarter were negatively impacted by Ben Sherman’s disappointing performance, which has continued into the fourth quarter. We also are experiencing a fourth-quarter impact from Hurricane Sandy, which delayed the opening of our high-profile Tommy Bahama bar and restaurant in New York and affected 24 of our other stores to varying degrees. Additionally, we have experienced delayed openings for our Hong Kong and Chicago stores.”

Mr. Lanier concluded, “While we have moderated our near-term guidance as a result of these factors, we remain confident and well-positioned for growth. We will continue to make significant strategic investments in Tommy Bahama and Lilly Pulitzer, each an outstanding brand, and are moving quickly to address the issues with Ben Sherman’s

(More)

performance. We remain focused, across our organization, on growth, efficiency and creating value for our shareholders.”

Operating Results

Tommy Bahama reported net sales for the third quarter of fiscal 2012 of $103.2 million compared to $92.5 million in the third quarter of fiscal 2011. The 12% increase in net sales was attributable to increases in all channels of distribution, with e-commerce delivering the highest percentage gains. At the end of the third quarter, Tommy Bahama operated 110 retail stores, which includes seven international stores. This compares to 94 retail stores on October 29, 2011.

Tommy Bahama’s operating income for the third quarter of fiscal 2012 was $3.4 million compared to $4.6 million in the third quarter of fiscal 2011. The benefit of higher sales was offset by the planned $5.1 million of SG&A related to Tommy Bahama’s international expansion and pre-opening expenses for the New York store. This compares to $1.2 million of SG&A related to international expansion in the third quarter of fiscal 2011.

Lilly Pulitzer’s net sales increased 62% to $26.9 million in the third quarter of fiscal 2012 driven by increases in all channels of distribution. The largest increase was in e-commerce, which was driven by a strong end-of-season flash sale as well as healthy full-price sales increases. Lilly Pulitzer reported operating income of $3.5 million compared to a loss of $0.4 million in the third quarter of fiscal 2011. The improved operating results were primarily due to increased sales. At the end of the third quarter, Lilly Pulitzer operated 18 full-price retail stores compared to 16 stores at October 29, 2011.

Ben Sherman reported net sales of $19.8 million for the third quarter of fiscal 2012 compared to $25.2 million in the third quarter of fiscal 2011. Sales in the third quarter were impacted by missteps in Ben Sherman’s merchandise mix, which resulted in too much of the product offering in styles at the high end of the price range. This, coupled with the difficult economic conditions in the U.K. and Europe and Ben Sherman’s exit from certain moderate-tier wholesale accounts in the U.K., resulted in the sales decrease. Ben Sherman reported an operating loss of $2.1 million in the third quarter of fiscal 2012 compared to operating income of $0.3 million in the third quarter of fiscal 2011 primarily due to the decreased sales.

Net sales for Lanier Clothes were $27.2 million in the third quarter of fiscal 2012 compared to $33.1 million in the third quarter of fiscal 2011. In the third quarter of last year, Lanier Clothes benefited from initial shipments related to a new product launch, while the current quarter was impacted by a slow-down in the intake rate on replenishment programs by a key customer. The Company expects Lanier Clothes’ fourth quarter sales to be above last year. Operating income in the third quarter of fiscal 2012 was $2.4 million compared to operating income of $4.3 million in the third quarter of fiscal 2011, with the decrease primarily due to lower sales and gross margins partially offset by lower SG&A.

(More)

Corporate and Other reported an operating loss of $1.2 million for the third quarter of fiscal 2012 compared to an operating loss of $2.1 million in the third quarter of fiscal 2011. The improved results reflect the net impact of LIFO accounting.

Consolidated gross margins for the third quarter of fiscal 2012 were 53.4% compared to 52.1% in the third quarter of fiscal 2011. The increase in gross margins was primarily due to the sales mix continuing to shift towards the Company’s higher gross margin Tommy Bahama and Lilly Pulitzer businesses, the increased percentage of direct to consumer sales and the net favorable impact of LIFO accounting adjustments.

SG&A for the third quarter of fiscal 2012 was $94.1 million, or 51.9% of net sales, compared to $85.2 million, or 50.0% of net sales, in the third quarter of fiscal 2011. In the quarter, the Company incurred approximately $5.1 million of SG&A for the Tommy Bahama international expansion and pre-opening expenses for the New York store compared to $1.2 million in the prior year. SG&A also increased due to the costs of operating additional retail stores and other expenses to support the growing Tommy Bahama and Lilly Pulitzer businesses, partially offset by decreases in SG&A in Ben Sherman and Lanier Clothes.

Royalties and other operating income for the third quarter of fiscal 2012 were $3.8 million, approximately flat with last year.

Interest expense for the third quarter of fiscal 2012 was $1.0 million compared to $3.7 million in the third quarter of fiscal 2011. The 74% decrease in interest expense was primarily due to lower interest rates as the Company changed the source of its borrowings from senior notes, which were redeemed in the second quarter of fiscal 2012, to its U.S. revolving credit facility.

Income taxes for the third quarter of fiscal 2012 increased to $2.0 million from $0.7 million in 2011. The increase was primarily due to higher pre-tax earnings and an increase in the effective tax rate from 31.2% to 39.3%. The current year tax rates were unfavorably impacted by an inability to fully recognize benefits from losses in foreign jurisdictions, as well as a greater proportion of the Company’s earnings occurring in jurisdictions with higher tax rates. Both periods benefited from certain favorable discrete items.

For the first nine months of fiscal 2012, consolidated net sales grew 11% to $619.3 million compared to $559.2 million in the first nine months of fiscal 2011. Consolidated gross margins on an adjusted basis were flat with last year at 55.5%. Adjusted earnings per share from continuing operations for the first nine months of fiscal 2012 increased to $1.96 compared to $1.80 in the same period of the prior year. On a U.S. GAAP basis, earnings per share from continuing operations were $1.57 compared to $1.34 in the first nine months of fiscal 2011.

(More)

Balance Sheet and Liquidity

Total inventories at the close of the third quarter of fiscal 2012 were $102.2 million, compared to $91.0 million at the close of the third quarter of fiscal 2011. The increase in inventory levels was primarily to support anticipated sales growth and additional Tommy Bahama and Lilly Pulitzer stores. Receivables increased to $68.9 million at quarter end compared to $66.4 million at the end of last year’s third quarter primarily due to the timing of wholesale shipments.

As of October 27, 2012, the Company had $130.3 million of borrowings outstanding and approximately $91.4 million of unused availability under its U.S. and U.K revolving credit facilities.

The Company’s capital expenditures for fiscal 2012, including $47.7 million incurred during the first nine months of fiscal 2012, are expected to approach $60 million for the year. These expenditures consist primarily of costs associated with opening new retail stores, information technology investments, retail store remodeling and distribution center enhancements.

Fiscal 2012 Outlook

The Company has moderated its earnings guidance predominantly as a result of the ongoing challenges at Ben Sherman, as the factors that impacted the third quarter continue, and to a lesser extent due to store opening delays at Tommy Bahama and the impact of Hurricane Sandy.

For the fiscal year 2012 ending on February 2, 2013, the Company now expects adjusted earnings from continuing operations per share in a range of $2.60 to $2.70 and net sales of $845 million to $855 million. This compares to adjusted earnings from continuing operations per share of $2.41 and net sales of $759 million in fiscal 2011. On a U.S. GAAP basis, earnings per diluted share are expected to be between $2.19 and $2.29 for fiscal 2012 compared to $1.77 in fiscal 2011. The earnings guidance for the year includes a negative impact to operating income of approximately $15 million associated with the Tommy Bahama international rollout and New York store, compared to a $3.5 million negative impact last year.

For the fourth quarter of fiscal 2012, the Company anticipates net sales in a range from $225 million to $235 million and adjusted earnings per share of $0.64 to $0.74. This compares to adjusted earnings per share of $0.61 and net sales of $200 million in the fourth quarter of fiscal 2011. On a U.S. GAAP basis, earnings per share for the fourth quarter of fiscal 2012 are expected to be between $0.62 and $0.72 compared to $0.43 in the fourth quarter of fiscal 2011. The earnings guidance for the fourth quarter includes a negative impact to operating income of approximately $5 million associated with the Tommy Bahama international rollout and New York store, compared to a $1.6 million negative impact last year.

(More)

Dividend

The Company also announced that its Board of Directors has approved a cash dividend of $0.15 per share payable on February 1, 2013 to shareholders of record as of the close of business on January 18, 2013. The Company has paid dividends every quarter since it became publicly owned in 1960.

Conference Call

The Company will hold a conference call with senior management to discuss its financial results at 4:30 p.m. ET today. A live web cast of the conference call will be available on the Company’s website at www.oxfordinc.com. Please visit the website at least 15 minutes before the call to register for the teleconference web cast and download any necessary software. A replay of the call will be available through December 18, 2012. To access the telephone replay, participants should dial (858) 384-5517. The access code for the replay is 8035483. A replay of the web cast will also be available following the teleconference on the Company’s website at www.oxfordinc.com.

About Oxford:

Oxford Industries, Inc. is a global apparel company which designs, sources, markets and distributes products bearing the trademarks of its owned and licensed brands. Oxford’s brands include Tommy Bahama®, Lilly Pulitzer®, Ben Sherman®, Oxford Golf®, Arnold Brant® and Billy London®. The Company also holds exclusive licenses to produce and sell certain product categories under the Kenneth Cole®, Geoffrey Beene®, Dockers® and Ike Behar® labels. The Company operates retail stores, restaurants and Internet websites. The Company also has license arrangements with select third parties to produce and sell certain product categories under its Tommy Bahama, Lilly Pulitzer and Ben Sherman brands. Oxford’s wholesale customers include department stores, specialty stores, national chains, specialty catalogs and Internet retailers. Oxford’s stock has traded on the New York Stock Exchange since 1964 under the symbol OXM. For more information, please visit Oxford’s website at www.oxfordinc.com.

(More)

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

This press release may include statements that are forward-looking statements within the meaning of the federal securities laws. 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 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 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 the impact of economic conditions on consumer demand and spending, particularly in light of general economic uncertainty that continues to prevail, demand for our products, timing of shipments requested by our wholesale customers, expected pricing levels, competitive conditions, disciplined execution by key management, the timing and cost of store openings and of planned capital expenditures, costs of products and raw materials we purchase, costs of labor, acquisition and disposition activities, expected outcomes of pending or potential litigation and regulatory actions and access to capital and/or credit markets. 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. contained in our Annual Report on Form 10-K for the period ended January 28, 2012 under the heading “Risk Factors” and those described from time to time in our future reports filed with the SEC.

(More)

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except par amounts)

(More)

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(UNAUDITED)

(in thousands, except per share amounts)

(More)

OXFORD INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

(More)

OXFORD INDUSTRIES, INC.

OPERATING GROUP INFORMATION

(UNAUDITED)

(in thousands)

(More)

RECONCILIATION OF CERTAIN OPERATING RESULTS INFORMATION PRESENTED IN ACCORDANCE WITH U.S. GAAP TO CERTAIN OPERATING RESULTS INFORMATION, AS ADJUSTED (UNAUDITED)

Set forth below is our reconciliation, in thousands except per share amounts, of certain operating results information, presented in accordance with generally accepted accounting principles, or U.S. GAAP, to the operating results information, as adjusted, for certain historical periods. We believe that investors often look at ongoing operations as a measure of assessing performance and as a basis for comparing past results against future results. Therefore, we believe that presenting our operating results, as adjusted, provides useful information to investors because this allows investors to make decisions based on our ongoing operations. We use the operating results, as adjusted, to discuss our business with investment institutions, our board of directors and others. Further, we believe that presenting our results, as adjusted, provides useful information to investors because this allows investors to compare our results for the periods presented to other periods.

(More)

(1)        LIFO accounting adjustment reflects the impact on cost of goods sold in our consolidated statements of earnings resulting from LIFO accounting adjustments in each period. LIFO accounting adjustments are included in Corporate and Other for operating group reporting purposes.

(2)        Purchase accounting adjustments reflect the impact of the write-up of inventory at acquisition related to the December 2010 acquisition of the Lilly Pulitzer brand and operations. These charges were included in cost of goods sold in the Lilly Pulitzer operating group results of operations. We do not anticipate any purchase accounting adjustments for inventory write-up costs in future periods. 

(3)        Change in fair value of contingent consideration reflects the statement of earnings impact resulting from the change in fair value of contingent consideration pursuant to the earnout agreement with the sellers of the Lilly Pulitzer brand and operations. The periodic assessment of fair value is based on assumptions regarding the probability of the payment of all or part of the contingent consideration, cash flows of the Lilly Pulitzer operations and discount rates, among other factors. The change in fair value of contingent consideration is recorded quarterly with the passage of time as the payment date of the contingent consideration approaches and additional amounts may also be recognized as an increase or decrease in the expense as a result of the periodic assessment of fair value. A change in assumptions could result in a material change to the fair value of the contingent consideration. The change in fair value of contingent consideration is reflected in the Lilly Pulitzer operating group results of operations.

(4)        Loss on repurchase of senior secured notes reflects the impact on earnings from continuing operations resulting from the loss attributable to the repurchase or redemption of our senior secured notes.

(5)        Impact of income taxes reflects the estimated earnings from continuing operations tax impact of the above adjustments based on the estimated effective tax rate on current year earnings, before any discrete items.

(More)

RECONCILIATION OF OPERATING INCOME (LOSS) IN ACCORDANCE WITH U.S. GAAP TO OPERATING INCOME (LOSS), AS ADJUSTED (UNAUDITED)

Set forth below is our reconciliation, in thousands, of operating income (loss) for each operating group and in total, calculated in accordance with U.S. GAAP, to operating income (loss), as adjusted, for certain historical periods. We believe that investors often look at ongoing operating group operating income (loss) as a measure of assessing performance and as a basis for comparing past results against future results. Therefore, we believe that presenting our operating income (loss), as adjusted, provides useful information to investors because this allows investors to make decisions based on our ongoing operating group results. We use the operating income (loss), as adjusted, to discuss our operating groups with investment institutions, our board of directors and others. Further, we believe that presenting our operating results, as adjusted, provides useful information to investors because this allows investors to compare our operating group operating income (loss) for the periods presented to other periods.

(More)

(1)         Change in fair value of contingent consideration reflects the statement of earnings impact resulting from the change in fair value of contingent consideration pursuant to the earnout agreement with the sellers of the Lilly Pulitzer brand and operations. The periodic assessment of fair value is based on assumptions regarding the probability of the payment of all or part of the contingent consideration, cash flows of the Lilly Pulitzer operations and discount rates, among other factors. The change in fair value of contingent consideration is recorded quarterly with the passage of time as the payment date of the contingent consideration approaches and additional amounts may also be recognized as an increase or decrease in the expense as a result of the periodic assessment of fair value. A change in assumptions could result in a material change to the fair value of the contingent consideration.

(2)         LIFO accounting adjustment reflects the impact on cost of goods sold in our consolidated statements of earnings resulting from LIFO accounting adjustments in each period.

(3)         Purchase accounting adjustments reflect the impact of the write-up of inventory at acquisition related to the December 2010 acquisition of the Lilly Pulitzer brand and operations. These charges were included in cost of goods sold in the Lilly Pulitzer operating group results of operations. We do not anticipate any purchase accounting adjustments for inventory write-up costs in future periods.

(More)

RECONCILIATION OF EARNINGS FROM CONTINUING OPERATIONS PER DILUTED SHARE PRESENTED IN ACCORDANCE WITH U.S. GAAP TO EARNINGS FROM CONTINUING OPERATIONS PER DILUTED SHARE, AS ADJUSTED (UNAUDITED)

Set forth below is our reconciliation of reported or reportable earnings from continuing operations per diluted share for certain historical and future periods, each presented in accordance with U.S. GAAP, to the earnings per diluted share, as adjusted, for each respective period. We believe that investors often look at ongoing operations as a measure of assessing performance and as a basis for comparing past results against future results. Therefore, we believe that presenting our earnings per diluted share, as adjusted, provides useful information to investors because this allows investors to make decisions based on our ongoing operations. We use the earnings per diluted share, as adjusted, to discuss our business with investment institutions, our board of directors and others. Further, we believe that presenting earnings per diluted share, as adjusted, provides useful information to investors because this allows investors to compare our results for the periods presented to other periods. Note that columns may not add due to rounding.

(More)

(1)         Guidance as issued on August 29, 2012.

(2)         LIFO accounting adjustment reflects the impact, net of income taxes, on earnings from continuing operations per diluted share resulting from LIFO accounting adjustments in each period. No estimate for future LIFO accounting adjustments are reflected in the guidance for any period presented.

(3)         Purchase accounting adjustments reflect the impact, net of income taxes, on earnings from continuing operations per diluted share resulting from the inventory write-up costs, which are included in cost of goods sold in Lilly Pulitzer. The inventory write-up costs reflect the purchase accounting adjustments resulting from the write-up of inventory at acquisition related to the December 2010 acquisition of the Lilly Pulitzer brand and operations. We do not anticipate any purchase accounting adjustments for inventory write-up costs in future periods.

(4)         Change in fair value of contingent consideration reflects the impact, net of income taxes, on earnings from continuing operations per diluted share resulting from the change in fair value of contingent consideration pursuant to the earnout agreement with the sellers of the Lilly Pulitzer brand and operations. The periodic assessment of fair value is based on assumptions regarding the probability of the payment of all or part of the contingent consideration, cash flows of the Lilly Pulitzer operations and discount rates, among other factors. The change in fair value of contingent consideration is recorded quarterly with the passage of time as the payment date of the contingent consideration approaches and additional amounts may also be recognized as an increase or decrease in the expense as a result of the periodic assessment of fair value. A change in assumptions could result in a material change to the fair value of the contingent consideration.

(5)         Loss on repurchase of senior notes reflects the impact, net of income taxes, on earnings from continuing operations per diluted share resulting from the loss attributable to the repurchase or redemption of our 11.375% senior secured notes.

(6)         Guidance as issued on December 4, 2012.

(7)         Life insurance death benefit gain reflects the impact on earnings from continuing operations per diluted share from the proceeds received related to a corporate owned life insurance policy less the cash surrender value of the policy. The death benefit is non-taxable income.

(XXXX)