UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the Quarterly Period Ended October 31, 2004April 30, 2005

OR

Commission File Number: 0-21764

PERRY ELLIS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, Including Area Code: (305) 592-2830

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

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yesx    No  ¨

The number of shares outstanding of the registrant’s common stock is 9,453,5279,500,924 (as of December 9, 2004)June 8, 2005).

PERRY ELLIS INTERNATIONAL, INC.

INDEX

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(amounts in thousands, except share data)

See Notes to Unaudited Consolidated Financial Statements

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(amounts in thousands, except per share data)

See Notes to Unaudited Consolidated Financial Statements

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

See Notes to Unaudited Consolidated Financial Statements

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The accompanying unaudited consolidated financial statements of Perry Ellis International, Inc. and subsidiaries (“Perry Ellis” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the requirements of the Securities and Exchange Commission on Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and changes in cash flows required by GAAP. These consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2004. Certain amounts in the prior period have been reclassified to conform to the current period’s presentation.2005.

In our opinion, theThe information presented reflects all adjustments, all of which are of a normal and recurring nature, necessary for a fair presentation of the interim periods. Results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the entire fiscal year.

2. INVENTORIES

Inventories are stated at the lower of cost (moving average cost) or market. Cost principally consists of the purchase price, customs duties, freight, insurance and commissions to buying agents. Inventory levels at April 30, 2005 increased because of the acquisition of Tropical Sportswear Int’l Corporation (see note 12).

Inventories consisted of the following as of:

3. LETTER OF CREDIT FACILITIES

Borrowings and availability under letter of credit facilities consist of the following as of:

4. PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the lease term or estimated useful lives of the improvements. The useful lives are as follows:

5.	INTANGIBLE ASSETS

5. INTANGIBLE ASSETS

Intangible assets primarily represent the carrying value of costs capitalized in connection with the acquisitions of brand names and license rights. Under Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” identifiable intangible assets with an indefinite useful life are not amortized but are tested for impairment annually as of February 1^st of each year. As a result of this evaluation, it was determined that there was no impairment of recorded intangible assets as of February 1, 2004.2005.

6. LONG-LIVED ASSETS

Management reviews long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to reduce the asset to its estimated fair value. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning future conditions.

7. ADVERTISING AND RELATED COSTS

The Company’s accounting policy relating to advertising and related costs is to expense these costs in the period incurred. Advertising and related costs were approximately $5.8$6.2 million and $3.8$7.2 million for the three months ended October 31,April 30, 2005 and 2004, and 2003, respectively, and $16.4 million and $10.1 million for the nine months ended October 31, 2004 and 2003, respectively, and are included in selling, general and administrative expenses.

8.	ACCOUNTING FOR STOCK BASED COMPENSATION

8. ACCOUNTING FOR STOCK BASED COMPENSATION

The Company has chosen to account for stock-based compensation to employees and non-employee members of the Board using the intrinsic value method prescribed by Accounting Principles Board Opinion (“APB”) No. 25,Accounting for Stock Issued to Employees, and related interpretations. As required by SFAS No. 123, “Accounting for Stock-Based Compensation,” and SFAS No. 148,“Accounting for Stock-Based Compensation-Transition and Disclosure” the Company presents certain pro forma and other disclosures related to stock-based compensation plans as if compensation cost for options granted had been determined in accordance with the fair value provisions of SFAS No. 123 as follows:

9. NET INCOME PER SHARE

Basic net income per share is computed by dividing net income by the weighted average shares of outstanding common stock. The calculation of diluted net income per share is similar to basic earnings per share except that the denominator includes potentially dilutive common stock. The potentially dilutive common stock included in the Company’s computation of diluted net income per share includes the effects of the stock options as determined using the treasury stock method.

The following table sets forth the computation of basic and diluted income per share:

10.	COMPREHENSIVE INCOME

10. COMPREHENSIVE INCOME

Comprehensive income is comprised of net income and the effect of foreign currency translation reflected in stockholders’ equity.translation. Comprehensive income was $7.5$8.8 million and $1.8$8.2 million for the three months ended October 31,April 30, 2005 and 2004, and 2003, respectively and $13.1 million and $5.0 million for the nine months ended October 31, 2004 and 2003, respectively.

11. SEGMENT INFORMATION

In accordance with SFAS No. 131, “Disclosure About Segments of an Enterprise and Related Information,”our principal business segments are grouped into the generation of revenues from sale of products and royalties from licensing activity. These segments are identified and managed by the Company based on the products and services offered by each. The product segment derives its revenues from the design, importation and distribution of apparel to various retail channels, which include department stores, national and regional chain stores, mass merchants, specialty stores, sporting goods stores, green grass golf shops, the corporate incentive market, as well as clubs, and independent retailers in the United States, Puerto Rico and Canada. The licensing segment derives its revenues from royalties associated with the licensing of its trademarks to third parties, principally Perry Ellis^®, Jantzen^®, John Henry^®, Manhattan^® and Munsingwear^®. Trademark costs have been allocated among the segments where the brands are shared. Shared selling, general and administrative expenses are allocated amongst the segments based upon department utilization rates.

12. TROPICAL SPORTSWEAR INT’L CORPORATION ACQUISITION

On June 19, 2003,February 26, 2005, the Company acquired Salant Corporation. consummated the acquisition of certain domestic operating assets of Tropical Sportswear Int’l Corporation (“Tropical”), as well as the outstanding capital stock of Tropical’s U.K. subsidiary, pursuant to Section 363 of the U.S. Bankruptcy Code, which will be primarily included in the product segment.

The aggregate merger cost paid by uspurchase price was approximately $90.9$90.4 million, comprisedwhich represents the sum of approximately $51.9(i) $88.5 million paid in cash, and (ii) estimated acquisition costs of $1.9 million. The $88.5 million in cash ($34.5 million plus cash acquired of $17.4 million), approximately $35.6 million worth of newly issued Perry Ellis common stock and approximately $3.4 million in merger costs.

Salant licensed the Perry Ellis brand from the Company for men’s sportswear, dress shirts, dress bottoms and accessories, and derived approximately $164.3 million, or 65%, of its fiscal 2002 revenues, from the sale of Perry Ellis products. Salant was the Company’s largest licensee of Perry Ellis branded apparel. The remaining $87.7 million of Salant’s fiscal 2002 revenue was made up of

sales of product under Salant’s owned brands such as Axis^® and Tricots St. Raphael^®, sales under license agreements for usepaid at closing remains subject to adjustment based on a final valuation of the JNCO^®closing date accounts receivable and Ocean Pacific^® brands,inventory purchased by the Company. Once final, such adjustments are expected to reduce, as well as several private label programs.applicable, total acquisition costs.

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition. Purchase accounting adjustments include fair value adjustments and the allocation of the excess of fair value over purchase price as required under SFAS 141:141.

		(in thousands)
Total purchase price
Cash consideration paid		$	88,500
Total purchase price			88,500
Total direct merger costs			1,853
Total adjusted purchase price		$	90,353
The total allocation of the purchase price is as follows:
Cash		$	503
Accounts receivable			31,499
Inventory			36,356
Other current assets			209
Property, plant and equipment			13,776
Trademarks			16,289
Accounts payable			(1,635	)
Accrued expenses			(6,276	)
Capital leases			(305	)
Deferred taxes			(63	)
Fair value of net assets acquired		$	90,353

13. PRO FORMA FINANCIAL INFORMATION

13.	PRO FORMA FINANCIAL INFORMATION

The pro forma financial information presented below, gives effect to the SalantTropical acquisition, as if it occurred as of February 1, 2003. Salant’sthe beginning of the first quarter of fiscal 2006 and 2005. For the first quarter of fiscal 2006, Tropical’s post acquisition results are reflected in the Company’s income statement for the three and ninetwo months ended OctoberApril 30, 2005, and pro forma results for the one month ended February 28, 2005 were included. Pro forma first quarter fiscal 2005 results for Tropical were derived from Tropical’s previously reported results for the three months ended March 31, 2004.

14. BENEFIT PLANS

The Company sponsors twoa qualified pension plans as a result of the June 2003 Salant acquisition.plan. The following table provides the components of net benefit cost for the plansplan during the thirdfirst quarter of fiscal 2006 and 2005:

As of October 31, 2004, the Company contributed $0.1 million to these pension plans. No further contributions are expected during fiscal 2005.

On June 1, 2004, the Company sold an additional 950,000 shares of common stock in an offering. Total proceeds received from the offering were $21.1 million, net of offering costs of $0.4 million.

On September 30, 2004, the company amended its senior credit facility (“Facility”) with Congress Financial Corporation. The following are the significant amendments to the Facility. The term of the Facility was extended from September 2005 to September 2007. The eligible factor

receivables were increased to $30 million from $20 million for purposes of the borrowing base. Additionally, the minimum spread above the “Eurodollar Rate” was decreased form 2.0% to 1.6%.

The Company paid $327 thousand in costs, in connection withexpects no contributions to the amendment. These costs are being amortized over the new term of the Facility.pension plan during fiscal 2006.

15. DERIVATIVES FINANCIAL INSTRUMENTS

The Company has entered into derivative financial instruments in order to manage the overall borrowing costs associated with its senior subordinated notes and senior secured notes.

Derivatives on $57 million senior secured notes payable

At October 31, 2004,April 30, 2005, the Company had an interest rate swap and option (the “$57 million Swap Agreement”) for an aggregate notional amount of $57 million in order to minimizemanage the debt servicingoverall borrowing costs associated with theits 9 ¹/2% senior secured notes. The $57 million Swap Agreement is scheduled to terminate on March 15, 2009. The $57 million Swap Agreement is a fair value hedge as it has been designated against the 9 ¹/2% senior secured notes carrying a fixed rate of interest and converts such notes to variable rate debt. The interest rate swap contracts are$57 million Swap Agreement is reflected at fair value in the Company’s consolidated balance sheet.sheet with a corresponding offset to the designated item. The fair value of the $57 million Swap Agreement recorded on the Company’s consolidated balance sheetConsolidated Balance Sheet was $1.2$1.7 million as of OctoberApril 30, 2005 and $2.7 million as of January 31, 2004.2005.

At October 31, 2004,April 30, 2005, the Company also had an interest rate floor agreement (the “$57 million Floor Agreement”) for an aggregate notional amount of $57 million associated with the senior secured notes. The $57 million Floor Agreement is scheduled to terminate on March 15, 2005. Under the $57 million Floor Agreement, the Company must pay the difference between the three-month LIBOR rate and 1.50% for all rate resets in which the LIBOR is below 1.50%. When the LIBOR is equal to or greater than 1.50%, the Company makes no payments under the $57 million Floor Agreement.

The $57 million Floor Agreement did not qualify for hedge accounting treatment, resulting in $1 thousand and $0.1 million decrease of recorded interest expense on the consolidated statement of income for the three and nine months ended October 31, 2004 respectively. The fair value of the $57 million Floor Agreement recorded in the Company’s consolidated balance sheet was zero as of October 31, 2004.

At October 31, 2004, the Company was party to an interest rate cap agreement (the “$57 million Cap Agreement”) for an aggregate notional amount of $57.0$57 million associated with the 9 ¹/2% senior secured notes. The $57 million Cap Agreement is scheduled to terminate on March 15, 2009. The $57 million Cap Agreement caps the interest rate on the senior secured notes at 10%.

The $57 million Cap Agreement did not qualify for hedge accounting treatment, resulting in a $0.2 million$50,000 and $0.4 million increase in$100,000 decrease of recorded interest expense inon the consolidated statement of income for the three and nine months ended October 31, 2004, respectively.April 30, 2005 and 2004. The fair value of the $57 million Cap Agreement recorded inon the Company’s consolidated balance sheet was $(0.7) million($700,000) as of OctoberApril 30, 2005 and ($600,000) as of January 31, 2004.2005.

The Company also had an interest rate floor agreement (the “$57 million Floor Agreement”) for an aggregate notional amount of $57 million associated with the 9 ¹/2% senior secured notes. The $57 million Floor Agreement expired on March 15, 2005. The $57 million Floor Agreement did not qualify for hedge accounting treatment under SFAS No. 133, resulting in a $0 and $100,000 decrease of recorded interest expense on the consolidated statement of income for the three months April 30, 2005 and 2004, respectively. The fair value of the $57 million Floor Agreement recorded on the Company’s consolidated balance sheet was $0.0 as of January 31, 2005.

Derivatives on $150 million senior subordinated notes payable

In conjunction with the Company’s September 2003fiscal 2004 offering of $150.0$150 million of 8 7/8% ⁷/8% senior subordinated notes due September 15, 2013, the Company entered into interest rate swap agreements (the “$150 million Swap Agreement”) with Merrill Lynch & Co., Inc. (“Merrill”) and Wachovia Bank N. A. (“Wachovia”) for an aggregate notional amount of $150.0$150 million in order to minimizemanage the debt servicingoverall borrowing costs associated with the new senior subordinated

notes. The $150 million Swap Agreement iswas scheduled to terminate on September 15, 2013. Under the $150 million Swap Agreement, the Company iswas entitled to receive semi-annual interest payments on September 15 and March 15 at a fixed rate of 8 7/8% ⁷/8% and iswas obligated to make semi-annual interest payments on September 15 and March 15 at a floating rate based on the nine-monthsix-month LIBOR rate plus 394 basis points for the period from September 22, 2003 through September 15, 2013.

On April 29, 2005, the Company terminated its $75 million notional amount swap agreement with Wachovia. In connection with the termination, the Company paid $495,000. The $150 million Swap Agreement has optional call provisions with trigger datestermination payment was comprised of September 15, 2008, September 15, 2009, September 15, 2010 and September 15, 2011, which contain premium requirementsthe fair market value of the swap in the event the call is exercised.

amount of $578,000 less accrued interest of $83,000. The $150 million Swap Agreement is a fair value hedge as it has been designated againstwill be amortized over the 8 7/8%remaining life of the $150 million senior subordinated notes carrying a fixed ratepayable.

On May 2, 2005, the Company terminated its $75 million notional amount swap agreement with Merrill. In connection with the termination, the Company paid $540,000. The termination payment was comprised of the fair market value of the swap in the amount of $632,000 less accrued interest and converts such notes to variable rate debt.of $92,000. The interest rate swap contracts are reflected at fair value in our consolidated balance sheet. will be amortized over the remaining life of the $150 million senior subordinated notes payable.

The fair value of the $150 million Swap Agreement recorded on the consolidated balance sheet was $3.1$1.5 million as of OctoberJanuary 31, 2004.2005.

Other

The Company does not currently have a significant exposure to foreign exchange risk and accordingly, has not entered into any transactions to hedge against those risks.

16. CONSOLIDATING CONDENSED FINANCIAL STATEMENTS

The Company accounts for barter credits consistent with EITF 93-11. Barter credits are recorded at the fair market value of the assets exchanged, and represent purchasing value for goods and services in established barter markets. The Company reviews its trade credits periodically to assess the fair value of carrying amounts. In fiscal year 2005, the Company recorded net sales and cost of sales of $5.1 million, in connection with a barter transaction.

Perry Ellis International, Inc. and several of its subsidiaries have fully and unconditionally guaranteed the senior secured notes and senior subordinated notes on a joint and several basis. As such, the following consolidating condensed financial statements, which present, in separate columns: Perry Ellis, the guarantors on a combined basis and the non-guarantors on a consolidatedcombined basis are required to be presented. Additional columns present eliminating adjustments and consolidated totals as of October 31, 2004April 30, 2005 and January 31, 2004,2005, and for the three and nine months ended October 31, 2004April 30, 2005 and 2003.2004. The Company has not presented separate financial statements and other disclosures concerning the combined guarantors because management has determined that such information is not material to investors.

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEETS (UNAUDITED)

AS OF OCTOBER 31, 2004APRIL 30, 2005

(amounts in thousands, except share data)thousands)