UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 31, 2007April 30, 2008

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-21764

 


PERRY ELLIS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Florida 59-1162998

(State or other jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

3000 N.W. 107 Avenue

Miami, Florida

 33172
(Address of Principal Executive Offices) (Zip Code)

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.    Yes  x    No  ¨

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

Large accelerated filer  ¨    Accelerated filer  x    Non-accelerated filer  ¨    Small reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the registrant’s common stock is 14,723,665(as15,700,394 (as of December 6, 2007)June 3, 2008).

 



PERRY ELLIS INTERNATIONAL, INC.

INDEX

 

   PAGE

PART I: FINANCIAL INFORMATION

  

Item 1:

  

Condensed Consolidated Balance Sheets (Unaudited)
as of October 31, 2007April 30, 2008 and January 31, 20072008

  1

Condensed Consolidated Statements of Income (Unaudited)
for the three and nine months ended October 31,April 30, 2008 and 2007 and 2006

  2

Condensed Consolidated Statements of Cash Flows (Unaudited)
for the ninethree months ended October 31,April 30, 2008 and 2007 and 2006

  3

Notes to Unaudited Condensed Consolidated Financial Statements

  4

Item 2:

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  1518

Item 3:

  

Quantitative and Qualitative Disclosures About Market Risk

  2123

Item 4:

  

Controls and Procedures

  2223

PART II: OTHER INFORMATION

  2324

Item 6:

  

Exhibits

  2324


PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(amounts in thousands, except share data)

 

  October 31, 2007  January 31, 2007  April 30, 2008 January 31, 2008 

ASSETS

       

Current Assets:

       

Cash and cash equivalents

  $8,874  $4,514  $12,249  $13,360 

Accounts receivable, net

   146,659   157,420   172,411   138,086 

Inventories

   122,573   139,690   140,784   136,431 

Marketable securities

   2,172   2,581

Deferred taxes

   9,138   2,443   9,854   9,683 

Other current assets

   8,370   7,948 �� 11,053   9,600 
             

Total current assets

   297,786   314,596   346,351   307,160 

Property and equipment, net

   76,070   71,989   75,155   78,954 

Intangible assets

   192,656   192,656

Intangible assets, net

   220,685   192,656 

Other assets

   8,533   13,965   7,145   7,495 
             

TOTAL

  $575,045  $593,206  $649,336  $586,265 
       
      

LIABILITIES & STOCKHOLDERS’ EQUITY

       

Current Liabilities:

       

Accounts payable

  $27,954  $44,295  $38,732  $52,041 

Accrued expenses and other liabilities

   27,753   30,748   31,470   27,945 

Income taxes payable

   551   1,166

Senior credit facility

   65,325   —   

Accrued interest payable

   2,041   5,822   2,120   5,200 

Unearned revenues

   4,033   2,883   4,699   4,104 
             

Total current liabilities

   62,332   84,914   142,346   89,290 
             

Senior subordinated notes payable, net

   149,202   149,079   149,285   149,244 

Senior credit facility

   22,999   61,347

Real estate mortgages

   26,174   26,604   25,047   26,066 

Deferred income taxes

   6,011   —  

Deferred pension obligation

   13,220   13,412   12,905   12,905 

Unearned revenues and other liabilities

   24,422   8,854   31,238   31,940 
             

Total long-term liabilities

   242,028   259,296   218,475   220,155 
             

Total liabilities

   304,360   344,210   360,821   309,445 
             

Minority Interest

   2,734   2,362   3,022   3,293 
             

Stockholders’ Equity:

       

Preferred stock $.01 par value; 5,000,000 shares authorized; no shares issued or outstanding

   —     —     —     —   

Common stock $.01 par value; 100,000,000 shares authorized; 14,714,800 shares issued and outstanding as of October 31, 2007 and 14,640,608 shares issued and outstanding as of January 31, 2007

   147   146

Common stock $.01 par value; 100,000,000 shares authorized; 15,688,779 shares issued and outstanding as of April 30, 2008 and 14,772,721 shares issued and outstanding as of January 31, 2008

   157   147 

Additional paid-in-capital

   95,775   94,252   101,431   96,389 

Retained earnings

   169,701   151,388   188,668   179,561 

Accumulated other comprehensive income

   2,328   848

Accumulated other comprehensive (loss) income

   (486)  1,518 
       

Total

   289,770   277,615 

Treasury stock at cost; 286,800 shares as of April 30, 2008 and 274,900 shares as of January 31, 2008

   (4,277)  (4,088)
             

Total stockholders’ equity

   267,951   246,634   285,493   273,527 
             

TOTAL

  $575,045  $593,206  $649,336  $586,265 
             

See Notes to Unaudited Condensed Consolidated Financial Statements

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(amounts in thousands, except per share data)

 

  Three Months Ended October 31,  Nine Months Ended October 31,  Three Months Ended April 30,
  2007  2006  2007  2006  2008  2007

Revenues:

            

Net sales

  $220,881  $207,794  $632,390  $581,747  $237,762  $222,619

Royalty income

   6,582   5,445   19,138   16,512   5,787   6,151
                  

Total revenues

   227,463   213,239   651,528   598,259   243,549   228,770

Cost of sales

   150,541   140,781   435,095   401,506   158,982   150,980
                  

Gross profit

   76,922   72,458   216,433   196,753   84,567   77,790
                  

Operating expenses

            

Selling, general and administrative expenses

   56,074   51,747   164,067   151,514   62,268   54,593

Depreciation and amortization

   3,492   2,899   9,594   8,350   3,666   2,928
                  

Total operating expenses

   59,566   54,646   173,661   159,864   65,934   57,521
                  

Operating income

   17,356   17,812   42,772   36,889   18,633   20,269

Costs on early extinguishment of debt

   —     —     —     2,963

Interest expense

   4,069   5,000   13,890   15,650   4,491   5,248
                  

Net income before minority interest and income taxes

   13,287   12,812   28,882   18,276   14,142   15,021

Minority interest

   117   92   372   236   327   147

Income tax provision

   4,636   4,479   10,197   6,342   4,708   5,362
                  

Net income

  $8,534  $8,241  $18,313  $11,698  $9,107  $9,512
                  

Net income per share

            

Basic

  $0.58  $0.57  $1.25  $0.81  $0.63  $0.65
                  

Diluted

  $0.55  $0.53  $1.16  $0.76  $0.60  $0.60
                  

Weighted average number of shares outstanding

            

Basic

   14,704   14,538   14,685   14,468   14,484   14,660

Diluted

   15,504   15,540   15,817   15,327   15,161   15,973

See Notes to Unaudited Condensed Consolidated Financial Statements

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

 

  Nine Months Ended October 31,   Three Months Ended April 30, 
  2007 2006   2008 2007 

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net income

  $18,313  $11,698   $9,107  $9,512 

Adjustments to reconcile net income to net cash provide by operating activities:

   

Adjustments to reconcile net income to net cash (used in) provide by operating activities:

   

Depreciation and amortization

   9,257   7,930    3,569   2,796 

Provision for bad debt

   401   181 

Provision for bad debts

   69   198 

Tax benefit from exercise of stock options

   (105)  (315)   (1,236)  (109)

Amortization of debt issue costs

   579   668    185   213 

Amortization of discounts

   143   164    47   50 

Deferred income taxes

   1,356   4,565    (39)  2,766 

Stock option issued as compensation

   731   616 

Costs on early extinguishment of debt

   —     2,963 

Stock option and unvested restricted shares issued as compensation

   487   290 

Minority interest

   372   236    327   147 

Gain on sale of marketable securities

   (12)  —   

Changes in operating assets and liabilities:

   

Changes in operating assets and liabilities (net of effects of acquisition transaction):

   

Accounts receivable, net

   10,360   11,574    (34,394)  (10,022)

Inventories, net

   17,117   27    3,817   (11,980)

Other current assets

   (422)  (771)   1,488   533 

Deferred pension obligation

   (192)  —   

Other assets

   102   (13)   165   144 

Accounts payable, accrued expenses and other liabilities

   (17,861)  (8,951)   (11,495)  (7,772)

Income taxes payable

   (510)  —   

Accrued interest payable

   (3,781)  (4,253)   (3,080)  (3,508)

Unearned revenues

   16,823   517 

Unearned revenues and other current liabilities

   (85)  18,664 
              

Net cash provided by operating activities

   52,671   26,836 

Net cash (used in) provided by operating activities

   (31,068)  1,922 
       
       

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Purchase of property and equipment

   (11,845)  (12,074)   (2,038)  (2,821)

Purchase of marketable securities

   (672)  (2,079)

Proceeds on sale of marketable securities

   320   —   

Payment on purchase of intangible assets

   —     (6)

Payment for assets acquired

   (33,962)  —   
              

Net cash used in investing activities

   (12,197)  (14,159)   (36,000)  (2,821)
       
       

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Borrowings from senior credit facility

   237,842   229,869    128,327   95,725 

Payments on senior credit facility

   (276,190)  (205,134)   (63,002)  (88,744)

Payments on senior secured notes

   —     (58,354)

Payments on termination of swap agreements

   —     (616)

Payments on real estate mortgages

   (374)  (174)   (1,105)  (123)

Borrowings on real estate mortgages

   —     14,783 

Purchase of treasury stock

   (189)  —   

Payments on capital leases

   (149)  (169)   (63)  (42)

Payment of loan to minority interest partner

   (598)  —   

Tax benefit from exercise of stock options

   105   315    1,236   109 

Proceeds from exercise of stock options

   688   1,865    3,329   442 
              

Net cash used in financing activities

   (38,078)  (17,615)

Net cash provided by financing activities

   67,935   7,367 
              

Effect of exchange rate changes on cash and cash equivalents

   1,964   765    (1,978)  468 
              

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   4,360   (4,173)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

   (1,111)  6,936 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

   4,514   9,412    13,360   4,514 
              

CASH AND CASH EQUIVALENTS AT END OF PERIOD

  $8,874  $5,239   $12,249  $11,450 
       
       

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      

Cash paid during the period for:

      

Interest

  $17,528  $19,730   $7,524  $8,706 
              

Income taxes

  $8,640  $745   $3,224  $657 
              

NON-CASH FINANCING AND INVESTING ACTIVITIES:

      

Accrued purchases of property and equipment

  $1,493  $383   $361  $324 
              

Unrealized gain on marketable securities

  $484  $34 

Unrealized loss on marketable securities

  $26  $93 
              

Capital lease financing

  $176  $—   
       

See Notes to Unaudited Condensed Consolidated Financial Statements

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

1.GENERAL

The accompanying unaudited condensed 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.GAAP for annual financial statements. These condensed 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, 2007.2008.

The information presented reflects all adjustments, 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 . RECENT ACCOUNTING PRONOUNCEMENTS

2.FAIR VALUE MEASUREMENTS

InEffective February 2006,1, 2008, the Financial Accounting Standards Board (“FASB”) issuedCompany adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 155, “Accounting for Certain Hybrid Financial Instruments -an amendment of FASB Statements No. 133 and 140,” which simplifies accounting for certain hybrid financial instruments by permitting fair value remeasurement for any hybrid instrument that contains an embedded derivative that otherwise would require bifurcation and eliminates a restriction on the passive derivative instruments that a qualifying special-purpose entity may hold. SFAS No. 155 is effective for all financial instruments acquired, issued or subject to a remeasurement (new basis) event occurring after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The adoption of SFAS No. 155 did not have an impact on the results of operations or the financial position of the Company.

In July 2006, the FASB issued Interpretation 48 (FIN 48), “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109”. The Company adopted the provisions of FIN 48, on February 1, 2007.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. The Company’s U.S. federal income tax returns for 2004 through 2007 are open tax years. Additionally, the Company’s U.S. federal income tax returns for 2000 through 2003 represent open tax years, but only to the extent of refund claims previously filed by the Company. The Company’s state tax filings are subject to varying statutes of limitations. The Company’s unrecognized state tax benefits are related to state tax returns open from 2003 through 2007, depending on each state’s particular statute of limitation. As of February 1, 2007, the Company is undergoing a U.S. federal income tax examination for the 2004 tax year. Additionally, various state, local, and foreign income tax returns are also under examination by taxing authorities.

The adoption of FIN 48 did not have a material effect on the consolidated financial position or results of operations. The Company has a $2.7 million liability recorded for unrecognized tax benefits as of February 1, 2007, which includes interest and penalties of $0.3 million. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expenses. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $2.7 million, which includes interest and penalties of $0.3 million. For the three and the nine months ended October 31, 2007, the total amount of unrecognized tax benefits increased by $0.5 million and $1.1 million, respectively. The increase to the total amount of the unrecognized tax benefit for the three and the nine months ended October 31, 2007 includes interest and penalties of $0.1 million and $0.3 million, respectively.

It is reasonably possible that within the next twelve months the Company and the Internal Revenue Service will resolve some or all of the matters presently under U.S. federal income tax examination. The Company does not currently anticipate that such a resolution will significantly increase or decrease tax expense within the next twelve months.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,for financial assets and liabilities and SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—including an amendment to FASB Statement No. 115”. SFAS 157, which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 definesclarifies that fair value asis an exit price, representing the priceamount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.participants. SFAS No. 157 will be effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years, except for nonfinancial159 permits an entity to measure certain financial assets and nonfinancialfinancial liabilities at fair value with changes in fair value recognized or disclosed onin earnings each period.

A description of the Company’s policies regarding fair value measurement is summarized below.

Fair Value HierarchySFAS 157 requires disclosure about how fair value is determined for assets and liabilities and establishes a non-recurring basis,hierarchy for which SFAS No. 157 willthese assets and liabilities must be effectivegrouped, based on significant levels of observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. This hierarchy requires the use of observable market data when available. These two types of inputs have created the following fair-value hierarchy:

Level 1 – Quoted prices foridenticalinstruments in active markets.

Level 2 – Quoted prices forsimilarinstruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers areunobservable.

Determination of Fair ValueThe Company generally uses quoted market prices (unadjusted) in active markets for fiscal years beginning after November 15, 2008identical assets or liabilities that the Company has the ability to determine fair value, and interim periods within those fiscal years. classifies such items in Level 1. Fair values determined by Level 2 inputs utilize inputs other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted market prices in active markets for similar assets or liabilities, and inputs other than quoted market prices that are observable for the asset or liability. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.

If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters, such as interest rates, currency rates, etc. Assets or liabilities valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

The adoption of SFAS No. 157 is not expectedfollowing describes the valuation methodologies used by the Company to have a material impact on the results of operations or the financial positionmeasure fair value, including an indication of the Company.level in the fair value hierarchy in which each asset or liability is generally classified.

Marketable Securities—The Company uses quoted market prices in active markets to determine the fair value of marketable securities, which are classified in Level 1 of the fair value hierarchy.

3.RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASBFinancial Accounting Standards Board (“FASB”) issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R),” which requires a business entity to recognize the overfunded or underfunded status of a single-employer defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in comprehensive income in the year in which the changes occur. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. The adoption of the recognition and disclosure provisions of SFAS No. 158 did not have a material impact on the results of operations or the financial position of the Company. SFAS 158 also requires a business entity to measure plan assets and benefit obligations as of the date of its year-end statement of financial position effective for fiscal year endingsyears ending after December 15, 2008. In accordance with the provisions of SFAS No. 158, the Company will measure its plan assets and benefit obligations as of its January 31, 2009 fiscal year end. 

In December 2007, the FASB issued SFAS 141R, “Business Combinations,” which establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141R is effective for financial statements issued for fiscal years beginning after December 15, 2008. Accordingly, any business combinations the Company engages in will be recorded and disclosed following existing GAAP until February 1, 2009. The Company expects SFAS 141R will have an impact on its consolidated financial statements when effective, but the nature and magnitude of the specific effects will depend upon the nature, terms and size of the acquisitions it consummates after the effective date. The Company is still assessing the full impact this standard will have on its future consolidated financial statements.

In December 2007, the FASB issued SFAS No. 159,160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.” This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. This statement is effective for fiscal years beginning after December 15, 2008. The Fair Value Option for Financial Assets and Financial Liabilities,” which provides reporting entities an option to report selectedCompany has not completed its assessment of the impact, if any, this new pronouncement will have on its financial assets, including investment securities designated as available for sale, and financial liabilities, including most insurance contracts, at fair value.statements.

In March 2008, the FASB issued SFAS No. 159 establishes presentation161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 achieves these improvements by requiring disclosure requirements designedof the fair values of derivative instruments and their gains and losses in a tabular format. It also provides for more information about an entity’s liquidity by requiring disclosure of derivative features that are credit risk related. Finally, it requires cross- referencing within footnotes to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The standard also requires additional information to aidenable financial statement users’ understandingusers to locate important

information about derivative instruments. This statement is effective for interim periods beginning after December 15, 2008. The Company has not completed its assessment of a reporting entity’s choice to use fair valuethe impact, if any, this new pronouncement will have on its earnings and also requires entities to display onfinancial statements.

4.

C&C California and Laundry by Shelli Segal Brands Acquisition

On February 4, 2008, the faceCompany completed the acquisition of the balance sheetC&C California and Laundry by Shelli Segal brands from Liz Claiborne, Inc. The acquisition was financed through existing cash and borrowings under the fair valueCompany’s existing senior credit facility. The results of those assets and liabilities for whichoperations of the reporting entity has chosen to measure at fair value. SFAS No. 159 is effectiveacquired brands have been included in the Company’s operations beginning as of the beginning of a reporting entity’s first fiscal year beginning after November 15, 2007. Because applicationdate of the standard is optional, any impactsacquisition.

Both brands are limitedideally positioned to those financialaddress the fastest growing segment within women’s apparel: contemporary. Both brands sell in luxury retail stores and high-end specialty boutiques. Together they expand the Company’s women’s contemporary business platform.

The aggregate purchase price was approximately $34.3, which represents the sum of (i) $33.1 million paid in cash, and (ii) acquisition costs of $1.2 million, of which $348,000 remains unpaid as of April 30, 2008.

The following table summarizes the estimated fair values of the assets acquired and liabilities to whichassumed after the preliminary valuation. Purchase accounting adjustments include preliminary fair value adjustments and the preliminary allocation of purchase price based on fair value as required under SFAS No. 159 would be applied, which has yet to be determined.141, “Business Combinations:”

3. STOCKHOLDERS’ EQUITY

   (in thousands)

Total purchase price

  

Cash consideration paid

  $33,106
    

Total purchase price

   33,106

Total direct merger costs

   1,204
    

Total adjusted purchase price

  $34,310
    

The total allocation of the purchase price is as follows:

On November 21, 2006, the Company declared a 3-for-2 stock split effected in the form

Inventory

  $      8,170 

Equipment

   177 

Intangible assets

   28,029 

Assumed liabilities

   (2,066)
     

Fair value of net assets acquired

  $34,310 
     

Intangible assets consist of a stock dividend payable on December 29, 2006 to stockholders of record as of December 12, 2006. All references to prior years’ stock and earnings per share data in this report have been restated to give effectnon amortizing trademark intangibles.

Proforma financial information is not presented because it is deemed immaterial to the stock dividend.

Company’s consolidated operations.

4. INVENTORIES

5.INVENTORIES

Inventories are stated at the lower of cost (weighted moving average cost) or market. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, freight, insurance and commissions to buying agents.

Inventories consisted of the following as of:

 

  (in thousands)  April 30, 2008  January 31, 2008
  October 31, 2007  January 31, 2007  (in thousands)

Finished goods

  $121,008  $135,805  $138,396  $134,888

Raw materials and in process

   1,565   3,885   2,388   1,543
            

Total

  $122,573  $139,690  $140,784  $136,431
            

5. MARKETABLE SECURITIES

6.MARKETABLE SECURITIES

During fiscal 2007,Marketable securities consist of equity investments which are classified as available for sale. These investments are stated at fair value. Fair value is determined using quoted market prices in active markets for identical securities (Level 1 of the Company purchased 369,700 common shares in the open market of a current licensee for approximately $2.6 million. In May 2007, the Company purchased an additional 50,100 common shares in the open market of this licensee for $308,000. These shares were sold in June 2007, the proceeds were $320,000 and the gross realized gain on the sale was $12,000. The realized gain was reclassified from accumulated other comprehensive income to other income.

In July 2007, the Company purchased 50,000 common shares in the open market of an unrelated entity for $364,000.

fair value hierarchy under SFAS No. 157.) The following is a summary of the investments’ cost, unrealized gains (losses) and estimated fair value at:value:

 

  (in thousands)   April 30, 2008 January 31, 2008 
  October 31, 2007 January 31, 2007   (in thousands) 

Equity Investments:

   

Equity investments:

  

Cost

  $2,935  $2,571   $2,935  $2,935 

Gross unrealized gains

   —     16    —     —   

Gross unrealized losses

   (763)  (6)   (1,795)  (1,754)
              

Estimated Fair Value

  $2,172  $2,581 

Estimated fair value

  $1,140  $1,181 
              

The unrealized net (loss) gain of ($478,000) and $6,000 respectively,loss, net of taxes, of $1.1 million is included in accumulated other comprehensive income at October 31, 2007April 30, 2008 and January 31, 2007,2008, respectively.

The Company has assessed its investment in equity securities available for sale and concluded no events have occurred and no facts have been discovered with respect to such investments that would indicate an other than temporary impairment of the investments’ value.

6. PROPERTY AND EQUIPMENT

7.PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:following:

 

  (in thousands)   April 30, 2008 January 31, 2008 
  October 31, 2007 January 31, 2007   (in thousands) 

Furniture, fixture and equipment

  $64,371  $50,540   $74,006  $72,420 

Buildings

   22,349   22,336    19,348   22,336 

Vehicles

   755   734    836   795 

Leasehold improvements

   24,840   25,311    23,794   23,095 

Land

   9,435   9,435    9,163   9,435 
              

Total

   121,750   108,356 
   127,147   128,081 

Less: accumulated depreciation and amortization

   (45,680)  (36,367)   (51,992)  (49,127)
              

Total

  $76,070  $71,989   $75,155  $78,954 
              

For the three months ended October 31,April 30, 2008 and 2007, and 2006, depreciation and amortization expense relating to property and equipment amounted to $3.4$3.6 million and $2.8 million, respectively. For the nine months ended October 31, 2007 and 2006, depreciation and amortization expense relating to property and equipment amounted to $9.3 million and $7.9 million, respectively.

7. LETTER OF CREDIT FACILITIES

8.LETTER OF CREDIT FACILITIES

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

 

  (in thousands)   April 30, 2008 January 31, 2008 
  October 31, 2007 January 31, 2007   (in thousands) 

Total letter of credit facilities

  $164,547  $163,760   $154,443  $154,358 

Outstanding letters of credit

   (31,865)  (61,143)   (25,003)  (38,664)
              

Total credit available

  $132,682  $102,617   $129,440  $115,694 
              

8. ADVERTISING AND RELATED COSTS

9.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 $7.0$6.5 million and $6.9$5.9 million for the three months ended October 31,April 30, 2008 and 2007, and 2006, respectively, and $17.0 million and $17.4 million for the nine months ended October 31, 2007 and 2006, respectively, and are included in selling, general and administrative expenses.

9. UNEARNED REVENUE

10.UNEARNED REVENUE

During the first quarter of fiscal 2008, the Company collected approximately $21 million in unearned royalty income and unearned advertising reimbursements on certain royalty licenses. These amounts will be recognized over the life of their respective licenses.

As of OctoberApril 30, 2008 and January 31, 2007,2008, the unearned royalty income short term portionsportion of approximately $1.7$1.4 million is included in unearned revenues, respectively. As of April 30, 2008 and January 31, 2008, the unearned advertising reimbursements short term portion of $1.3 million are included in unearned revenues and accrued expenses, and other liabilities, respectively. The long term portion of approximately $16.5$15.0 million and $15.7 million is included in unearned revenues and other liabilities.

liabilities as of April 30, 2008 and January 31, 2008, respectively.

10. NET INCOME PER SHARE

11.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 and unvested restricted shares as determined using the treasury stock method.

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

 

   (in thousands, except per share data)
   Three Months Ended October 31,  Nine Months Ended July 31,
   2007  2006  2007  2006

Numerator:

        

Net income

  $8,534  $8,241  $18,313  $11,698

Denominator:

        

Basic income per share—weighted average shares

   14,704   14,538   14,685   14,468

Dilutive effect: stock options

   800   1,002   1,132   859
                

Diluted income per share—weighted average shares

   15,504   15,540   15,817   15,327
                

Basic income per share

  $0.58  $0.57  $1.25  $0.81
                

Diluted income per share

  $0.55  $0.53  $1.16  $0.76
                

Antidilutive effect: stock options (1)

   79   138   81   192
                

   Three Months Ended April 30,
   2008  2007
   (in thousands, except per share data)

Numerator:

    

Net income

  $9,107  $9,512

Denominator:

    

Basic income per share - weighted average shares

   14,484   14,660

Dilutive effect: stock options and unvested restricted shares

   677   1,313
        

Diluted income per share - weighted average shares

   15,161   15,973
        

Basic income per share

  $0.63  $0.65
        

Diluted income per share

  $0.60  $0.60
        

Antidilutive effect: stock options (1)

   121   87
        

(1)Represents stock options to purchase shares of common stock and restricted stock that were not included in computing diluted income per share because their effects were antidilutive for the respective periods.

11. COMPREHENSIVE INCOME

12.COMPREHENSIVE INCOME

For the three months ended October 31,April 30, 2008 and 2007, and 2006, comprehensive income was $8.6comprised of the following:

   Three Months Ended April 30, 
   2008  2007 
   (in thousands) 

Net income

  $9,107  $9,512 

Foreign currency

   (1,978)  571 

Unrealized loss on marketable securities

   (26)  (196)
         
  $7,103  $9,887 
         

Accumulated other comprehensive income at April 30, 2008 and January 31, 2008 was comprised of the following:

   April 30, 2008  January 31, 2008 
   (in thousands) 

Foreign currency

  $636  $2,614 

Unrealized loss on marketable securities

   (1,122)  (1,096)
         
  $(486) $1,518 
         

13.RESTRICTED SHARES

The Company renewed its employment agreement with the Chairman of the Board of Directors and Chief Executive Officer during fiscal 2006. Effective February 1, 2008, the employment agreement was amended, to extend the expiration date to January 2013, increase the base salary to at least $1.0 million and $8.5grant up to 375,000 performance based restricted shares, which are subject to certain conditions in the grant agreement. Such shares generally vest 100% on his 80th birthday, provided that he is still an employee of the Company on such date, and the Company has met certain performance criteria. In February 2008, 300,000 restricted shares were issued at an estimated value of $5.4 million. This value will be recorded as compensation expense on a straight-line basis over the vesting period of the restricted shares.

The Company renewed its employment agreement with the President and Chief Operating Officer during fiscal 2006. Effective February 1, 2008, the employment agreement was amended, to extend the expiration date to January 2013, increase the base salary to at least $1.0 million comprisedand grant up to 375,000 performance based restricted shares, which are subject to certain conditions in the grant agreement. Such shares generally vest 100% on his 60th birthday, provided that he is still an employee of the Company on such date, and the Company has met certain performance criteria. In February 2008, 300,000 restricted shares were issued at an estimated value of $5.4 million. This value will be recorded as compensation expense on a straight-line basis over the vesting period of the restricted shares.

14.INCOME TAXES

Effective February 1, 2007, the Company adopted the provisions of Interpretation 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109”. The adoption of FIN 48 did not have a material effect on its consolidated financial position or results of operations.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. The Company’s U.S. federal income tax returns for 2004 through 2008 are open tax years. Additionally, the Company’s U.S. federal income tax returns for 2000 though 2003 represent open tax years, but only to the extent of refund claims previously filed by the Company. The Company’s state tax filings are subject to varying statutes of limitations. The Company’s unrecognized state tax benefits are related to state tax returns open from 2003 through 2008, depending on each state’s particular statute of limitation. As of April 30, 2008, the Company is undergoing a U.S. federal income tax examination for the 2004 tax year. Additionally, various state, local, and foreign income tax returns are also under examination by taxing authorities.

The Company has a $3.9 million liability recorded for unrecognized tax benefits as of February 1, 2008, which includes interest and penalties of $0.6 million. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $3.5 million, which includes interest and penalties of $0.5 million. During the first quarter of fiscal 2009, the total amount of unrecognized tax benefits decreased by $35 thousand. The decrease to the total amount of the unrecognized tax benefit for the first quarter of fiscal 2009 is net operating resultsof an increase in interest and penalties of $143 thousand.

It is reasonably possible that within the next twelve months the Company and the Internal Revenue Service will resolve some or all of the matters presently under U.S. federal income tax examination. Additionally, it is reasonably possible that within the next twelve months the Company may settle its voluntary disclosure process with the State of New Jersey. The Company does not currently anticipate that such resolutions will significantly increase or decrease tax expense within the next twelve months. Furthermore, the statute of limitations related to the Company’s 2005 U.S. federal tax year will expire within the next twelve months. The lapse in the statute of limitations would be expected to decrease tax expense within the next twelve months. The expiration of the statute of limitations related to the Company’s 2005 U.S. federal tax year could result in a tax benefit of up to approximately $1.1 million.

15.SENIOR CREDIT FACILITY

The following description of the terms of the senior credit facility with Wachovia Bank, National Association, as amended, does not purport to be complete, and is subject to, and qualified in its entirety by reference to, all the provisions of the senior credit facility: (i) the line is up to $175 million; (ii) the inventory borrowing limit is $90 million; (iii) the sublimit for letters of credit is up to $60 million, (iv) the amount of $8.5letter of credit facilities permitted outside of the facility is $110 million, and $8.2(v) the outstanding balance is due at the maturity date of February 1, 2009. Currently the senior credit facility is classified as a short term liability due to the February 1, 2009 maturity date.

Certain Covenants. The senior credit facility contains certain covenants, which, among other things, requires the Company to maintain a minimum EBITDA if availability falls below a certain minimum. It may restrict the Company’s ability and the ability of the Company’s subsidiaries to, among other things, incur additional indebtedness in certain circumstances, redeem or repurchase capital stock, make certain investments, or sell assets. The Company is prohibited from paying cash dividends under these covenants. The Company is currently in compliance with all of its covenants under the senior credit facility. The Company could be materially harmed if it violates any covenants as the lenders under the senior credit facility could declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. If the Company is unable to repay those amounts, the lenders could proceed against its assets. In addition, a violation could also constitute a cross-default under the Company’s indentures and mortgage, resulting in all of its debt obligations becoming immediately due and payable, which it may not be able to satisfy.

Borrowing Base. Borrowings under the senior credit facility are limited under its terms to a borrowing base calculation, which generally restricts the outstanding balances to the lesser of either (1) the sum of (a) 85.0% of eligible receivables plus (b) 85.0% of its eligible factored accounts receivables up to $50.0 million plus (c) the effectlesser of foreign currency translation(i) the inventory loan limit of $90 million, or (ii) the lesser of (A) 65.0% of eligible finished goods inventory, or (B) 85.0% of the net recovery percentage (as defined in the senior credit facility) of eligible inventory, or (2) the loan limit; and in each case minus (x) 35.0% of the amount of $0.9 million and $0.3 million, respectively,and unrealized (loss) gain on marketable securities inoutstanding letters of credit for eligible inventory, (y) the full amount of ($0.8) millionall other outstanding letters of credit issued pursuant to the senior credit facility which are not fully secured by cash collateral, and $34,000, respectively,(z) licensing reserves for which the Company is the licensee of certain branded products.

Interest. Interest on the principal balance under the senior credit facility accrues, at the Company’s option, at either (a) its bank prime lending rate with adjustments depending upon the Company’s quarterly average excess availability plus excess cash or leverage ratio or (b) 1.30% above the rate quoted by its bank as the average monthly Eurodollar Rate for 1-month Eurodollar deposits with 20 to 25 basis point adjustments depending upon its quarterly average excess availability plus excess cash and leverage ratio at the time of borrowing.

Security. As security for the three months ended October 31, 2007indebtedness under the senior credit facility, the Company granted the lenders a first priority security interest in substantially all of its existing and 2006. Forfuture assets other than its trademark portfolio, including, without limitation, accounts receivable, inventory deposit accounts, general intangibles, equipment and capital stock or membership interests, as the nine months ended October 31, 2007 and 2006, comprehensive income was $19.8 million and $12.5 million, comprisedcase may be, of net operating results in the amount of $18.3 million and $11.7 million, the effect of foreign currency translation in the amount of $2.0 million and $0.8 million, respectively, and unrealized (loss) gain on marketable securities in the amount of ($0.5) million and $34,000, respectively, for the nine months ended October 31, 2007. Comprehensive income is reflected as a component of stockholders’ equity.certain subsidiaries.

12. SEGMENT INFORMATION

16.SEGMENT INFORMATION

In accordance with SFAS No. 131, “Disclosure About Segments of an Enterprise and Related Information,”the Company’s principal segments are grouped between the generation of revenues from products and royalties. The Licensing segment derives its revenues from royalties associated from the use of its brand names, principally Perry Ellis, Jantzen, John Henry, Original Penguin, Gotcha, Farah, Savane, Pro Player, Manhattan, Munsingwear and Munsingwear.Laundry by Shelli Segal. The Product segment derives its revenues from the design, import and distribution of apparel to department stores and other retail outlets, principally throughout the United States.

The Company allocates certain corporate selling general and administrative expenses based primarily on the revenues generated by the segments.

  (in thousands)   Three Months Ended April 30,
  Three Months Ended October 31, Nine Months Ended October 31,   2008  2007
  2007 2006 2007 2006   (in thousands)

Revenues:

         

Product

  $220,881  $207,794  $632,390  $581,747   $237,762  $222,619

Licensing

   6,582   5,445   19,138   16,512    5,787   6,151
                   

Total Revenues

  $227,463  $213,239  $651,528  $598,259   $243,549  $228,770
                   

Operating Income:

         

Product

  $12,870  $14,973  $28,711  $27,068   $15,320  $16,211

Licensing

   4,486   2,839   14,061   9,821    3,313   4,058
                   

Total Operating Income

  $17,356  $17,812  $42,772  $36,889   $18,633  $20,269
                   
13. BENEFIT PLAN 

The Company sponsors a qualified pension plan. The following table provides the components of net benefit cost for the plan during the three and nine months ended October 31, 2007 and 2006, respectively:

  

  (in thousands) 
  Three Months Ended October 31, Nine Months Ended October 31, 
  2007 2006 2007 2006 

Service cost

  $63  $63  $189  $189 

Interest cost

   577   739   1,731   2,217 

Expected return on plan assets

   (729)  (880)  (2,187)  (2,640)

Amortization of net gain

   (37)  —     (111)  —   
             

Net periodic benefit cost

  $(126) $(78) $(378) $(234)
             

14. $57 MILLION SENIOR SECURED NOTES PAYABLE

17.BENEFIT PLANS

In March 2002,The Company sponsors a qualified pension plan. The following table provides the Company issued $57.0 million 9 1/2% senior secured notes due March 15, 2009. On March 15, 2006,components of net benefit cost for the Company exercised the call provision of the $57.0 million 9 1/2% senior secured notes. The call provision permitted the notes to be redeemed at a premium of 102.375%, and in connection with this transaction, the Company incurred cost on early extinguishment of debt of approximately $3.0 millionplan during the first quarter of fiscal 2007, including call premium costs, write-off of bond issue costs2008 and costs associated with the termination of derivatives related to the senior secured notes.2007:

15. SUBSEQUENT EVENT

   Three Months Ended April 30, 
   2008  2007 
   (in thousands) 

Service cost

  $63  $63 

Interest cost

   582   577 

Expected return on plan assets

   (705)  (729)

Amortization of net gain

   (55)  (37)
         

Net periodic benefit cost

  $(115) $(126)
         

During November 2007, the Company’s Board of Directors authorized the Company to purchase, from time to time and as market and business conditions warrant, up to $20 million of its common stock for cash in the open market or in privately negotiated transactions over a 12-month period. Although the Board of Directors allocated a maximum of $20 million to carry out the program, the Company is not obligated to purchase any specific number of outstanding shares, and will reevaluate the program on an ongoing basis.

Subsequently, the Company has purchased 70,000 shares of its common stock at a cost of approximately of $1.2 million.

16. CONSOLIDATING CONDENSED FINANCIAL STATEMENTS

18.CONSOLIDATING CONDENSED FINANCIAL STATEMENTS

The Company and several of its subsidiaries (the “Guarantors”) have fully and unconditionally guaranteed the senior subordinated notes on a joint and several basis. The following are consolidating condensed financial statements, which present, in separate columns: Perry Ellis International, Inc., (Parent Only), the Guarantors on a combined, or where appropriate, consolidated basis, and the Non-Guarantors on a consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of October 31, 2007April 30, 2008 and January 31, 2007,2008, and for the three and nine months ended October 31, 2007April 30, 2008 and 2006.2007. The combined Guarantors are wholly owned subsidiaries of Perry Ellis International, Inc., and have fully and unconditionally guaranteed the senior subordinated notes payable on a joint and several basis. 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.

The consolidating condensed statement of cash flows for the three months ended April 30, 2007 has been restated to correct the presentation of the Parent Only cash and cash equivalents balances and transactions that are settled, on a net basis, through the Company’s intercompany payables and receivables.

The Company had previously presented intercompany payables and receivables transactions between the Parent and its guarantor and non-guarantor subsidiaries as operating activities. These transactions should have been presented in financing activities. As these changes in the classification are eliminated in consolidation, there is no impact on the consolidated statement of cash flows for the three months ended April 30, 2007.

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

AS OF OCTOBER 31, 2007APRIL 30, 2008

(amounts in thousands)

 

  Parent Only Guarantors Non-Guarantors  Eliminations Consolidated  Parent Only  Guarantors  Non-
Guarantors
  Eliminations/
Reclassifications
 Consolidated

ASSETS

                

Current Assets:

                

Cash and cash equivalents

  $(2,181) $3,880  $7,175  $—    $8,874  $—    $6,916  $8,911  $(3,578) $12,249

Accounts receivable, net

   840   133,960   11,859   —     146,659   622   149,147   22,642   —     172,411

Intercompany receivable—Guarantors

   (4,928)  (150,166)  1,318   153,776   —  

Intercompany receivable—Non Guarantors

   —     10,903   2,696   (13,599)  —  

Intercompany receivable

   80,700   —     —     (80,700)  —  

Inventories

   —     111,796   10,777   —     122,573   —     122,798   17,987   (1)  140,784

Other current assets

   5,514   13,458   708   —     19,680   14,407   17,084   857   (11,441)  20,907
                              

Total current assets

   (755)  123,831   34,533   140,177  $297,786   95,729   295,945   50,397   (95,720)  346,351

Property and equipment, net

   17,402   54,790   3,878   —     76,070   16,683   54,428   4,044   —     75,155

Intangible assets, net

   —     142,592   50,064   —     192,656   —     170,621   50,064   —     220,685

Investment in subsidiaries

   263,517   —     —     (263,517)  —     282,167   —     —     (282,167)  —  

Other assets

   5,539   2,936   58   —     8,533   4,744   2,336   65   —     7,145
                              

TOTAL

  $285,703  $324,149  $88,533  $(123,340) $575,045  $399,323  $523,330  $104,570  $(377,887) $649,336
                              

LIABILITIES & STOCKHOLDERS’ EQUITY

                

Current Liabilities:

                

Accounts payable, accrued expenses and other current liabilities

  $4,251  $51,220  $10,768  $(3,907) $62,332  $14,379  $64,204  $17,364  $(18,926) $77,021

Intercompany payable—Parent

   (230,144)  158,391   17,510   54,243   —  

Senior credit facility

   —     65,325   —     —     65,325

Intercompany payable - Parent

   —     50,648   27,483   (78,131)  —  
                              

Total current liabilities

   (225,893)  209,611   28,278   50,336   62,332   14,379   180,177   44,847   (97,057)  142,346
                              

Notes payable and senior credit facility

   243,508   (71,307)  —     —     172,201

Unearned revenues and other long term liabilities

   137   48,060   17,723   3,907   69,827

Notes payable

   99,285   50,000   —     —     149,285

Other long term liabilities

   166   53,672   11,445   3,907   69,190
                              

Total long-term liabilities

   243,645   (23,247)  17,723   3,907   242,028   99,451   103,672   11,445   3,907   218,475
                              

Total liabilities

   17,752   186,364   46,001   54,243   304,360   113,830   283,849   56,292   (93,150)  360,821
                              

Minority interest

   —     —     2,734   —     2,734   —     —     3,022   —     3,022
                              

Stockholders’ equity

   267,951   137,785   39,798   (177,583)  267,951   285,493   239,481   45,256   (284,737)  285,493
                              

TOTAL

  $285,703  $324,149  $88,533  $(123,340) $575,045  $399,323  $523,330  $104,570  $(377,887) $649,336
                              

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

AS OF JANUARY 31, 20072008

(amounts in thousands)

 

  Parent Only Guarantors Non-Guarantors Eliminations Consolidated  Parent Only  Guarantors  Non-
Guarantors
  Eliminations/
Reclassifications
 Consolidated

ASSETS

               

Current Assets:

               

Cash and cash equivalents

  $(4,140) $2,648  $6,006  $—    $4,514  $—    $8,105  $8,727  $(3,472) $13,360

Accounts receivable, net

   952   143,107   13,361   —     157,420   817   122,607   14,662   —     138,086

Intercompany receivable—Guarantors

   66,370   270,087   719   (337,176)  —  

Intercompany receivable—Non Guarantors

   —     14,337   (311)  (14,026)  —  

Inventories

   —     130,934   8,756   —     139,690

Intercompany receivable

   84,607   8,094   —     (92,701)  —  

Inventories, net

   —     126,357   10,074   —     136,431

Investments

   1,181   —     —     —     1,181

Other current assets

   5,570   6,840   562   —     12,972   11,871   14,739   631   (9,139)  18,102
                              

Total current assets

   68,752   567,953   29,093   (351,202)  314,596   98,476   279,902   34,094   (105,312)  307,160

Property and equipment, net

   17,723   50,454   3,812   —     71,989   17,600   57,533   3,821   —     78,954

Intangible assets, net

   —     147,372   45,284   —     192,656   —     142,592   50,064   —     192,656

Investment in subsidiaries

   245,191   10,684   —     (255,875)  —     273,249   —     —     (273,249)  —  

Other assets

   4,957   12,857   58   (3,907)  13,965

Other

   4,812   2,625   58   —     7,495
                              

TOTAL

  $336,623  $789,320  $78,247  $(610,984) $593,206  $394,137  $482,652  $88,037  $(378,561) $586,265
               
               

LIABILITIES & STOCKHOLDERS’ EQUITY

               

Current Liabilities:

               

Accounts payable, accrued expenses and other current liabilities

  $15,565  $65,237  $8,020  $(3,908) $84,914  $21,275  $74,060  $10,473  $(16,518) $89,290

Intercompany payable—Parent

   (169,211)  579,695   29,887   (440,371)  —  

Intercompany payable - Parent

   —     69,440   18,521   (87,961)  —  
                              

Total current liabilities

   (153,646)  644,932   37,907   (444,279)  84,914   21,275   143,500   28,994   (104,479)  89,290
                              

Notes payable and senior credit facility

   243,385   (32,959)  —     —     210,426   99,244   50,000   —     —     149,244

Unearned revenue and other long term liabilities

   250   47,462   1,158   —     48,870

Other long term liabilities

   91   54,060   12,853   3,907   70,911
                              

Total long-term liabilities

   243,635   14,503   1,158   —     259,296   99,335   104,060   12,853   3,907   220,155
                              

Total liabilities

   89,989   659,435   39,065   (444,279)  344,210   120,610   247,560   41,847   (100,572)  309,445
                              

Minority interest

   —     —     2,362   —     2,362   —     —     3,293   —     3,293
                              

Stockholders’ equity

   246,634   129,885   36,820   (166,705)  246,634   273,527   235,092   42,897   (277,989)  273,527
                              

TOTAL

  $336,623  $789,320  $78,247  $(610,984) $593,206  $394,137  $482,652  $88,037  $(378,561) $586,265
                              

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED OCTOBER 31,APRIL 30, 2008

(amounts in thousands)

   Parent Only  Guarantors  Non-
Guarantors
  Eliminations  Consolidated

Revenue

  $—    $214,917  $28,632  $—    $243,549

Gross profit

   —     68,557   16,010   —     84,567

Operating income

   335   12,533   5,765   —     18,633

Interest, minority interest and income taxes

   146   7,952   1,428   —     9,526

Equity in earnings of subsidiaries, net

   8,918   —     —     (8,918)  —  

Net income

   9,107   4,581   4,337   (8,918)  9,107

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED APRIL 30, 2007

(amounts in thousands)

 

  Parent Only Guarantors  Non-Guarantors  Eliminations Consolidated  Parent Only  Guarantors  Non-
Guarantors
  Eliminations Consolidated

Revenue

  $—    $210,551  $16,912  $—    $227,463  $—    $210,777  $17,993  $—    $228,770

Gross profit

   —     67,829   9,093   —     76,922   —     68,151   9,639   —     77,790

Operating income

   (275)  13,507   4,124   —     17,356   —     16,035   4,234   —     20,269

Interest, minority interest and income taxes

   (164)  8,552   434   —     8,822   4   10,144   609   —     10,757

Equity in earnings of subsidiaries, net

   8,645   —     —     (8,645)  —     9,516   621   —     (10,137)  —  

Net income

   8,534   4,955   3,690   (8,645)  8,534   9,512   6,512   3,625   (10,137)  9,512

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED OCTOBER 31, 2006

(amounts in thousands)

  Parent Only Guarantors  Non-Guarantors  Eliminations Consolidated

Revenue

  $—    $197,911  $15,328  $—    $213,239

Gross profit

   —     64,171   8,287   —     72,458

Operating income

   —     14,183   3,629   —     17,812

Interest, minority interest and income taxes

   198   8,259   1,114   —     9,571

Equity in earnings of subsidiaries, net

   8,439   385   —     (8,824)  —  

Net income

   8,241   6,309   2,515   (8,824)  8,241

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (UNAUDITED)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2007

(amounts in thousands)

  Parent Only Guarantors  Non-Guarantors  Eliminations Consolidated

Revenue

  $—    $601,267  $50,261  $—    $651,528

Gross profit

   —     189,124   27,309   —     216,433

Operating income

   —     31,202   11,570   —     42,772

Interest, minority interest and income taxes

   13   23,302   1,144   —     24,459

Equity in earnings of subsidiaries, net

   18,326   —     —     (18,326)  —  

Net income

   18,313   7,900   10,426   (18,326)  18,313

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (UNAUDITED)CASH FLOWS

FOR THE NINETHREE MONTHS ENDED OCTOBER 31, 2006APRIL 30, 2008

(amounts in thousands)

 

   Parent Only  Guarantors  Non-Guarantors  Eliminations  Consolidated 

Revenue

  $—    $553,133  $45,126  $—    $598,259 

Gross profit

   —     172,385   24,368   —     196,753 

Operating income

   —     28,034   8,855   —     36,889 

Costs on early extinguishment of debt

   —     2,963   —     —     2,963 

Interest, minority interest and income taxes

   283   18,735   3,210   —     22,228 

Equity in earnings of subsidiaries, net

   11,981   676   —     (12,657)  —  ��

Net income

   11,698   7,012   5,645   (12,657)  11,698 

 

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2007

(amounts in thousands)

 

 
   Parent Only  Guarantors  Non-Guarantors  Eliminations  Consolidated 

Net cash used in provided by operating activities

  $(618) $51,491  $(356) $2,154  $52,671 

Net cash used in investing activities

   (31)  (11,603)  (563)  —     (12,197)

Net cash provided by (used in) financing activities

   644   (38,656)  (66)  —     (38,078)

Effect of exchange rate changes on cash and cash equivalents

   1,964   —     2,154   (2,154)  1,964 

Net increase in cash and cash equivalents

   1,959   1,232   1,169   —     4,360 

Cash and cash equivalents at beginning of period

   (4,140)  2,648   6,006   —     4,514 

Cash and cash equivalents at end of period

   (2,181)  3,880   7,175   —     8,874 

 

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE NINE MONTHS ENDED OCTOBER 31, 2006

(amounts in thousands)

 

 

 

 

 

   Parent Only  Guarantors  Non-Guarantors  Eliminations  Consolidated 

Net cash (used in) provided by operating activities

  $(2,020) $28,763  $314  $(221) $26,836 

Net cash used in investing activities

   (2,864)  (10,865)  (430)  —     (14,159)

Net cash provided by (used in) financing activities

   2,106   (19,659)  (62)  —     (17,615)

Effect of exchange rate changes on cash and cash equivalents

   (221)  —     765   221   765 

Net (decrease) increase in cash and cash equivalents

   (2,999)  (1,761)  587   —     (4,173)

Cash and cash equivalents at beginning of period

   6   3,568   5,838   —     9,412 

Cash and cash equivalents at end of period

   (2,993)  1,807   6,425   —     5,239 
   Parent Only  Guarantors  Non-
Guarantors
  Eliminations/
Reclassifications
  Consolidated 

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

  $(7,335) $(24,657) $1,029  $(105) $(31,068)
                     

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Purchase of property and equipment

   —     (1,739)  (299)  —     (2,038)

Purchase of assets

   —     (33,962)  —     —     (33,962)
                     

NET CASH USED IN INVESTING ACTIVITIES

   —     (35,701)  (299)  —     (36,000)
                     

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Borrowings on senior credit facility

   —     128,327   —     —     128,327 

Payments on senior credit facility

   —     (63,002)  —     —     (63,002)

Payments on real estate mortgage

   —     (106)  (999)  —     (1,105)

Purchase of treasury stock

   (189)  —     —     —     (189)

Payments on capital leases

   (63)  —     —     —     (63)

Payment of loan to minority interest partner

   —     —     (598)  —     (598)

Tax benefit from exercise of stock options

   1,236   —     —     —     1,236 

Intercompany transactions

   5,000   (5,858)  3,029   (2,171)  —   

Proceeds from exercise of stock options

   3,329   —     —     —     3,329 
                     

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

   9,313   59,361   1,432   (2,171)  67,935 

Effect of exchange rate changes on cash and cash equivalents

   (1,978)  (192)  (1,978)  2,170   (1,978)
                     

Net (increase) decrease in cash and cash equivalents

   —     (1,189)  184   (106)  (1,111)

Cash and cash equivalents at beginning of period

   —     8,105   8,727   (3,472)  13,360 
                     

Cash and cash equivalents at end of period

  $—    $6,916  $8,911  $(3,578) $12,249 
                     

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED APRIL 30, 2007

(amounts in thousands)

   Parent Only  Guarantors  Non-
Guarantors
  Eliminations/
Reclassifications
  Consolidated 

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

  $(7,952) $(8,883) $16,819  $1,938  $1,922 
                     

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Purchase of property and equipment

   —     (3,000)  (236)  415   (2,821)
                     

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES

   —     (3,000)  (236)  415   (2,821)
                     

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Borrowings on senior credit facility

   82,959   88,744   —     (75,978)  95,725 

Payments on senior credit facility

   —     (88,744)  —     —     (88,744)

Payments on real estate mortgage

   —     (103)  (20)  —     (123)

Payments on capital leases

   (42)  —     —     —     (42)

Tax benefit from exercise of stock options

   109   —     —     —     109 

Intercompany transactions

   (75,984)  17,483   (17,633)  76,134   —   

Proceeds from exercise of stock options

   442   —     —     —     442 
                     

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

   7,484   17,380   (17,653)  156   7,367 

Effect of exchange rate changes on cash and cash equivalents

   468   —     571   (571)  468 
                     

Net (increase) decrease in cash and cash equivalents

   —     5,497   (499)  1,938   6,936 

Cash and cash equivalents at beginning of period

   —     2,648   6,006   (4,140)  4,514 
                     

Cash and cash equivalents at end of period

  $—    $8,145  $5,507  $(2,202) $11,450 
                     

Item 2:Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, all references to “Perry Ellis,” the “Company,” “we,” “us” or “our” include Perry Ellis International, Inc. and its subsidiaries. This management’s discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended January 31, 2007.2008.

Forward–Looking Statements

We caution readers that this report includes “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as “anticipate,” “could,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “intend,” “plan,” “envision,” “continue,” target,” “contemplate,” or “will” and similar words or phrases or corporate terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control.

Some of the factors that could affect our financial performance, cause actual results to differ from our estimates, or underlie such forward-looking statements, are set forth in various places in this report. These factors include, but are not limited to:

 

general economic conditions,

 

a significant decrease in business from or loss of any of our major customers or programs,

 

anticipated and unanticipated trends and conditions in our industry, including the impact of recent or future retail and wholesale consolidation,

 

the effectiveness of our planned advertising, marketing and promotional campaigns,

 

our ability to contain costs,

 

disruptions in the supply chain,

 

our future capital needs and our ability to obtain financing,

 

our ability to integrate acquired businesses, trademarks, tradenames and licenses,

 

our ability to predict consumer preferences and changes in fashion trends and consumer acceptance of both new designs and newly introduced products,

 

the termination or non-renewal of any material license agreements to which we are a party,

 

changes in the costs of raw materials, labor and advertising,

 

our ability to carry out growth strategies including expansion in international and direct to consumer retail markets,

 

the level of consumer spending for apparel and other merchandise,

our ability to compete,

 

exposure to foreign currency risk and interest rate risk,

 

possible disruption in commercial activities due to terrorist activity and armed conflict, and

 

other factors set forth in this report and in our other Securities and Exchange Commission (“SEC”) filings.

You are cautioned not to place undue reliance on these forward-looking statements, which are valid only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise.

Critical Accounting Policies

Included in the footnotes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 20072008 is a summary of all significant accounting policies used in the preparation of our consolidated financial statements. We follow the accounting methods and practices as required by accounting principles generally accepted in the United States of America (“GAAP”). In particular, our critical accounting policies and areas we use judgment are in the areas of revenue recognition, the estimated collectability of accounts receivable, the recoverability of obsolete or overstocked inventory, the impairment of long-lived assets that areincluding our trademarks, the recoverability of deferred tax assets, the measurement of retirement related benefits and stock-based compensation. We believe that there have been no significant changes to our critical accounting policies during the ninethree months ended October 31, 2007,April 30, 2008, as compared to those we disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended January 31, 2007.2008.

Results of Operations

The following is a discussion of the results of operations for the three and nine months periodsperiod in the thirdfirst quarter of the fiscal year ending January 31, 20082009 (“fiscal 2008”2009”) compared with the three and nine months periodsperiod in the thirdfirst quarter of the fiscal year ended January 31, 20072008 (“fiscal 2007”2008”).

Results of Operations - three and nine months ended October 31, 2007April 30, 2008 compared to the three and nine months ended October 31, 2006.April 30, 2007

Net sales. Net sales for the three months ended October 31, 2007April 30, 2008 were $220.9$237.8 million, an increase of $13.1$15.2 million, or 6.3%6.8%, from $207.8$222.6 million for the three months ended October 31, 2006.April 30, 2007. This increase was primarily driven by organic growth of several of our platforms—golf lifestyle, action sports,Perry Ellis collection, swim, direct retail and international.

Netour Hispanic brands. Additionally net sales forincreased by approximately $9.1 million due to the nine months ended October 31, 2007 were $632.4 million, an increaseacquisition of $50.7 million, or 8.7%, from $581.7 million for the nine months ended October 31, 2006. ThisC&C California and Laundry by Shelli Segal brands during the first quarter of fiscal 2009. The increase was primarily drivenoffset by severala planned reduction of $12.0 million in our growth platforms—golf lifestyle, Hispanic lifestyles, swimwear/action sports, direct retailbottoms private label and international.replenishment business.

Royalty income. Royalty income for the three months ended October 31, 2007April 30, 2008 was $6.6$5.8 million, an increasea decrease of $1.2$0.4 million, or 22.2%6.5%, from $5.4$6.2 million for the three months ended October 31, 2006. Royalty income for the nine months ended October 31, 2007April 30, 2007. The decrease was $19.1 million, an increase of $2.6 million, or 15.8%, from $16.5 million for the nine months ended October 31, 2006. The increases were due primarily to the reacquisition of our Gotcha license in Europe, offset by the benefit of new licenses added during the laterlast half of fiscal 2007, including the Perry Ellis fragrance license.2008.

Gross profit.Gross profit was $76.9$84.6 million for the three months ended October 31, 2007,April 30, 2008, an increase of $4.4$6.8 million, or 6.1%8.7%, from $72.5$77.8 million for the three months ended October 31, 2006. Gross profit was $216.4 million for the nine months ended October 31, 2007, as compared to $196.8 million for nine months ended October 31, 2006, an increase of 10.0%.April 30, 2007.

As a percentage of total revenue, gross profit margins were 33.8%34.7% for the three months ended October 31, 2007,April 30, 2008, as compared to 34.0% for the three months ended October 31, 2006, a decrease of 20 basis points. The gross profit margin remained essentially flat as compared to last year despite pricing pressures from the weaker dollar and increased labor rates in certain foreign countries. As a percentage of total revenue, gross profit margins were 33.2% for the nine months ended October 31,April 30, 2007, as compared to 32.9% for the nine months ended October 31, 2006, an increase of 3072 basis points. The improvement in the gross profit percentage came fromwas positively impacted by the reduction of the bottom’s private label replenishment programs, improved wholesale margins as well ason our branded businesses, and the impactaddition of higherthe C&C California and Laundry by Shelli Segal brands, despite our decrease in royalty income.

Wholesale gross profit margins (which exclude the impact of royalty income) decreasedincreased to 31.9%33.1% for the three months ended October 31, 2007April 30, 2008 from 32.3%32.2% for the three months ended October 31, 2006.April 30, 2007. The decreaseincrease of 4095 basis points is attributed to pricing pressures from the weaker dollar and increased labor rates in certain foreign countries. The wholesale gross profitreduction of the lower margin percentage increased forbottom’s private label business, the nine months ended October 31, 2007, to 31.2%, as compared to 31.0% for the nine months ended October 31, 2006, with this improvement primarily attributable to improved margin performance including Perry Ellis, internationalin our branded business and direct to consumer business, as well as the impactaddition of the increase in higher margin swimwear sales as a percentage of our total revenues.C&C California and Laundry by Shelli Segal brands.

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended October 31, 2007 was $56.1April 30, 2008 were $62.3 million, an increase of $4.4$7.7 million, or 8.5%14.1%, from $51.7$54.6 million for the three months ended October 31, 2006.April 30, 2007. The increase in selling, general and administrative expenses, on a dollar basis, is attributed to additional costs incurred related to our continued investment into the boys, action sports, and retail businesses, as well as certain costs associated with the implementationexpansion of the Oracle retail system.women’s contemporary business and the closure of our Winnsboro warehouse. As a percentage of total revenues, selling, general and administrative expenses were 24.7%25.6% for the three months ended October 31, 2007,April 30, 2008, as compared to 24.3%23.9% for the three months ended October 31, 2006.April 30, 2007. As a percentage of total revenue during the thirdfirst quarter of fiscal 2008,2009, this slight increase was in line with our anticipated results and primarily due to the factors explained above offset by our tight expense controls and the deferral of certain advertising spending.above.

Selling, general and administrative expenses for the nine months ended October 31, 2007, were $164.1 million, an increase of $12.6 million, or 8.3%, from $151.5 million for the nine months ended October 31, 2006. The increase in selling, general and administrative expenses, on a dollar basis, is attributed to the factors described above. As a percentage of total revenues, selling, general and administrative expenses were flat at 25.2% for the nine months ended October 31, 2007, as compared to 25.3% for the nine months ended October 31, 2006.

Depreciation and amortization. Depreciation and amortization for the three months ended October 31, 2007April 30, 2008 was $3.5$3.7 million, an increase of $0.6$0.8 million, or 20.7%27.6%, from $2.9 million for the three months ended October 31, 2006. Depreciation and amortization for the nine months ended October 31, 2007, was $9.6 million, an increase of $1.2 million, or 14.3%, from $8.4 million for the nine months ended October 31, 2006.April 30, 2007. The increase is primarily due to anthe increase in property and equipment, primarily from our Oracle retail system purchased and implemented during the second half of fiscal 2007 and the first half of fiscal 2008.our continued expansion in retail stores.

Interest expense. Interest expense for the three months ended October 31, 2007,April 30, 2008, was $4.1$4.5 million, a decrease of $0.9$0.7 million, or 18%13.5%, from $5.0$5.2 million for the three months ended October 31, 2006. Interest expense for the nine months ended October 31, 2007, was $13.9 million, a decrease of $1.8 million, or 11.5%, from $15.7 million for the nine months ended October 31, 2006.April 30, 2007. The overall decrease in interest expense is primarily attributable to the reduction of the average balance and average rate in our senior credit facility. We began the first fiscal quarter of 2009 with no borrowings on the senior credit facility from $65.1and ended the quarter with $65.3 million as of October 31, 2006April 30, 2008 as compared to $23.0$68.3 million as of October 31, 2007, the impact of the elimination of our senior subordinated notes in March 2006 and the impact of the lower rate $15 million mortgage loan obtained during June 2006.

Cost on early extinguishment of debt. We incurred debt extinguishment costs of approximately $3.0 million during the nine months ended October 31, 2006, including call premium costs, write-off of bond issue costs and costs associated with the termination of derivatives related to our 9 1/2 % senior secured notes on March 15, 2006.April 30, 2007.

Income taxes. The income tax provision for the three months ended October 31, 2007,April 30, 2008, was $4.6$4.7 million, a $0.1$0.7 million increasedecrease as compared to $4.5$5.4 million for the three months ended October 31, 2006.April 30, 2007. For the three months ended October 31, 2007,April 30, 2008, our effective tax rate was 34.9%, essentially flat,33.3% as compared to 35.0%35.7% for the three months ended October 31, 2006.

Our income tax provision forApril 30, 2007. The decrease in the nine months ended October 31, 2007, was $10.2 million, a $3.9 million increase as compared to $6.3 million for the nine months ended October 31, 2006. For the nine months ended October 31, 2007, our effective tax rate was 35.3% as comparedis attributed to 34.7% for the nine months ended October 31, 2006. The primary reason fortotal amount of unrecognized tax benefits decreasing during the increase infirst quarter of fiscal 2009 and the effective tax rate was due to anslight adjustment of our Federal net operating losses and the associated deferred tax asset during the first quarter of fiscal 2008, partially offset by a lower tax rate experienced by our international operations.2008.

Net income. The net income for the three months ended October 31, 2007April 30, 2008 was $8.5$9.1 million, an increasea decrease of $0.3$0.4 million, or 3.7%4.2%, as compared to $8.2$9.5 million for the three months ended October 31, 2006. Net income for the nine months ended October 31, 2007 was $18.3 million, an increase of $6.6 million, or 56.4%, as compared to net income of $11.7 million for the nine months ended October 31, 2006.April 30, 2007. The changes in operating results were due to the items described above.

Liquidity and Capital Resources

We rely primarily upon cash flow from operations and borrowings under our senior credit facility and letter of credit facilities to finance our operations, acquisitions and capital expenditures. We believe that as a result of the growth in our business, our working capital requirements will increase during the last quarterhalf of the fiscal year, as a result of planned increases in sales. As of October 31, 2007,April 30, 2008, our total working capital was $235.5$204.0 million as compared to $229.7$217.9 million as of January 31, 2007.2008. The decrease in working capital is primarily a result of the borrowings under our senior credit facility, offset by the increase in accounts receivable. Our senior credit facility is currently classified as a short term liability due to its maturity date. We are currently reviewing our alternatives for refinancing our senior credit facility. We believe that our cash flows from operations and available borrowings under our senior credit facility and letter of credit facilities are sufficient to meet our working capital needs. We also believe that our real estate assets which have a net book value of $29$28.5 million at October 31, 2007,April 30, 2008, have a substantially higher market value of approximately $50 million.value. These real estate assets provide us with additional capital resources. Additional borrowings against these real estate assets, however would be subject to certain loan to value criteria established by lending institutions. Currently we have mortgage loans on these properties totaling $26.7$25.5 million.

Net cash provided byused in operating activities was $52.7$31.1 million for the ninethree months ended October 31, 2007,April 30, 2008, as compared to cash provided by operating activities of $26.8$1.9 million for the ninethree months ended October 31, 2006.April 30, 2007. The increase of $25.9 millioncash used in the level of cash provided by operating activities for the ninethree months ended October 31, 2007, as compared to the nine months ended October 31, 2006,April 30, 2008 is primarily attributable to an increase in accounts receivable of $34.4 million, a decrease in accounts receivablepayable of $10.4 million due to stronger collection efforts,$11.5 million; offset by a decrease in inventory of $17.1$3.8 million due to tighter controls in inventory planning and an anticipated reduction in certain replenishment programs,programs. The cash provided by operating activities in the first quarter of 2008 is primarily attributable to an increase of $16.8 million in unearned revenues; offset by theaccounts receivable and inventories, a reduction of our accounts payable, accrued expenses and other liabilities in the amount of $17.9 million. For the nine months ended October 31, 2006, accounts receivable decreased by $11.6 million and inventory decreased by $27,000; this increase in operating cash flow wasaccrued interest payable, offset by the reductionincrease of accounts payable, accrued expenses and other liabilities$18.7 million in the amount of $9.0 million.unearned revenues.

Net cash used in investing activities was $12.2$36.0 million for the ninethree months ended October 31, 2007,April 30, 2008, as compared to cash used in investing activities of $14.2$2.8 million for the ninethree months ended October 31, 2006.April 30, 2007. The net cash used during the first ninethree months of Fiscal 2008fiscal 2009 primarily reflects the purchase of property and equipment in the amount of $11.8$2.0 million and marketable securities in the amountacquisition of $0.7 million, offsetthe C&C California and Laundry by the proceeds from the sale of marketable securities in the amount of $0.3Shelli Segal brands and inventory for $34.0 million, as compared to net cash used in the amount of $14.2$2.8 million during the same period in Fiscalfiscal 2007 for the purchase of intangibles, marketable securities and property and equipment. We anticipate capital expenditures during fiscal 20082009 of $16 million to $17$13 million in technology and systems, retail stores, and other expenditures.

Net cash used inprovided by financing activities for the ninethree months ended October 31, 2007,April 30, 2008, was $38.1$67.9 million, as compared to net cash used inprovided by financing activities for the ninethree months ended October 31, 2006April 30, 2007 of $17.6$7.4 million. The net cash usedprovided during the first ninethree months of Fiscal 2008fiscal 2009 primarily reflects the net paymentsborrowings on our senior credit facility of $38.3 million. The use of cash was offset by$65.3 million and the proceeds received from the exercise of stock options of $0.7$3.3 million. The net cash used in financing activities for the ninethree months ended October 31, 2006April 30, 2008 primarily reflects the payments of $58.4$1.1 million on our mortgages, purchase of treasury stock of $0.2 million and a payment of loan to extinguish our senior secured notes, $24.7minority interest partner of $0.6 million. Net cash provided by financing activities in the first quarter of fiscal 2008 was $7.4 million, onwhich primarily reflects the net proceeds from our senior credit facility and $0.6 million in connection with the termination of the swap agreements. The use of cash was partially offset by our Tampa facility real estate mortgage loan proceeds of $14.8 million, as well as proceeds from the exercise of stock options of $1.9$7.0 million. The Board of Directors has approved a new stock repurchase program, which authorizes us to continue to repurchase up to $20 million of our common stock for cash over the next twelvesix months. Although the Board of Directors allocated a maximum of $20 million to carry out the program, we are not obligated to purchase any specific number of outstanding shares, and will reevaluate the program on an ongoing basis. Purchases under this plan have amounted to $4.2 million through April 30, 2008.

Acquisitions

On February 4, 2008, we completed the acquisition of the C&C California and Laundry by Shelli Segal brands from Liz Claiborne Inc. The acquisition was financed through existing cash and borrowings under our existing credit facility. The transaction was valued at $34.3 million.

Senior Credit Facility

The following is a description of the terms of the senior credit facility with Wachovia Bank, National Association, as amended, and does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the senior credit facility: (i) the line is up to $175 million, except for a short term increase to $210 million which expired on May 1, 2007 to accommodate the reacquisition of a license agreement in the fourth quarter of fiscal 2007;million; (ii) the inventory borrowing limit is $90 million; (iii) the sublimit for letters of credit is up to $60 million; (iv) the amount of letter of credit facilities available outside of the facility is $100$110 million and (v) the outstanding balance is due at the maturity date of February 1, 2009. Currently the senior credit facility is classified as a short term liability due to the February 1, 2009 maturity date.

Certain Covenants. The senior credit facility contains certain covenants, which, among other things, requirerequires us to maintain a minimum EBITDA if availability falls below a certain minimum. It may restrict our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness in certain circumstances, redeem or repurchase capital stock, make certain investments, or sell assets. We are prohibited from paying cash dividends under these covenants. We are currently in compliance with

all of our covenants under the senior credit facility. We could be materially harmed if we violate any covenants as the lenders under the senior credit facility could declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. If we are unable to repay those amounts, the lenders could proceed against our assets. In addition, a violation could also constitute a cross-default under the indenture and mortgage, resulting in all of our debt obligations becoming immediately due and payable, which we may not be able to satisfy.

Borrowing Base. Borrowings under the senior credit facility are limited under its terms to a borrowing base calculation, which generally restricts the outstanding balances to the lesser of either (1) the sum of (a) 85.0% of eligible receivables plus (b) 85.0% of our eligible factored accounts receivables up to $50.0 million plus (c) the lesser of (i) the inventory loan limit, or (ii) the lesser of (A) 65.0% of eligible finished goods inventory, or (B) 85.0% of the net recovery percentage (as defined in the senior credit facility) of eligible inventory, or (2) the loan limit; and in each case minus (x) 35.0% of the amount of outstanding letters of credit for eligible inventory, (y) the full amount of all other outstanding letters of credit issued pursuant to the senior credit facility which are not fully secured by cash collateral, and (z) licensing reserves for which we are the licensee of certain branded products.

Interest. Interest on the principal balance under the senior credit facility accrues, at our option, at either (a) our bank prime lending rate with adjustments depending upon our quarterly average excess availability plus excess cash or leverage ratio or (b) 1.05%1.30% above the rate quoted by our bank as the average monthly Eurodollar Rate for 1-month Eurodollar deposits with 20 to 25 basis point adjustments depending upon our quarterly average excess availability plus excess cash and leverage ratio at the time of borrowing.

Security. As security for the indebtedness under the senior credit facility, we granted the lenders a first priority security interest in substantially all of our existing and future assets other than our trademark portfolio and real estate owned, including, without limitation, accounts receivable, inventory deposit accounts, general intangibles, equipment and capital stock or membership interests, as the case may be, of certain subsidiaries.

Letter of Credit Facilities

As of October 31, 2007,April 30, 2008, we maintained sixfive U.S. dollar letter of credit facilities totaling $160.0$150 million, one letter of credit facility totaling $3.9$3.8 million utilized by our Canadian joint venture, and one letter of credit facility totaling $0.6$0.7 million utilized by our United Kingdom subsidiary. Each letter of credit is secured primarily by the consignment of merchandise in transit under that letter of credit and certain subordinated liens on our assets. As of October 31, 2007,April 30, 2008, there was $132.7$129.4 million available under existing letter of credit facilities.

$57 Million Senior Secured Notes Payable

In March 2002, we issued $57.0 million 9 1/2% senior secured notes due March 15, 2009. On March 15, 2006, we exercised the call provision of the $57.0 million 9 1/2 % senior secured notes. The call provision permitted the notes to be redeemed at a premium of 102.375%, and in connection with this transaction, we incurred costs on early extinguishment of debt of approximately $3.0 million during the first quarter of fiscal 2007, including call premium costs, write-off of bond issue costs and costs associated with the termination of derivatives related to the senior secured notes.

$150 Million Senior Subordinated Notes Payable

In fiscal 2004, we issued $150 million 8 7/7/8% senior subordinated notes, due September 15, 2013. The proceeds of this offering were used to redeem previously issued $100 millionits then outstanding 12 1/1/4% senior subordinated notes and to pay down the outstanding balance of the senior credit facility at that time. The proceeds to us were $146.8 million yielding an effective interest rate of 9.1%.

Certain Covenants. The indenture governing the senior subordinated notes contains certain covenants which restrict our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness in certain circumstances, redeem or repurchase capital stock, make certain investments, or sell assets. We are currently in compliance with all of the covenants in this indenture. We are prohibited from paying cash dividends under these covenants. We could be materially harmed if we violate any covenants because the indenture’s trustee could declare the outstanding notes, together with accrued interest, to be immediately due and payable, which we may not be able to satisfy. In addition, a violation could also constitute a cross-default under the senior credit facility, the letter of credit facilities and the real estate mortgage loan resulting in all of our debt obligations becoming immediately due and payable, which we may not be able to satisfy.

Real Estate Mortgage Loans

In fiscal 2003, we acquired our main administrative office, warehouse and distribution facility in Miami and partially financed the acquisition of the facility with an $11.6 million mortgage loan. The real estate mortgage loan contains certain covenants. We are currently in compliance with all of our covenants under thisthe real estate mortgage loan.mortgage. We could be materially harmed if we violate any covenants because the lender under the real estate mortgage could declare all amounts outstanding thereunder to be immediately due and payable, which we may not be able to satisfy. In addition, a violation could constitute a cross-default under our senior credit facility, the letter of credit facilities and indenture relating to our senior subordinated notes resulting in all our of debt obligations becoming immediately due and payable, which we may not be able to satisfy. ThisThe mortgage loan matures on August 1, 2009. Interest is fixed at 7.123%.

In October 2005, we acquired three administrative office units in a building in Beijing, China. The aggregate purchase price was $2.3 million, including closing costs. These purchases were partially financed with three variable interest mortgage loans totaling $1.2 million dollars in the aggregate. TheseDuring March 2008 we paid off the three variable interest mortgage loans mature on October 12, 2015. Interest rate is at Prime.loans.

In June 2006, we entered into a mortgage loan for $15 million secured by our Tampa facility. The loan is due on June 7, 2016. Principal and interest of $297,000 are due quarterly based on a 20 year amortization with the outstanding principal due at maturity. Interest is set at 6.25% for the first five years, afterat which point it will be reset based on the terms and conditions of the promissory note.

Off-Balance Sheet Arrangements

We are not a party to any “off-balance sheet arrangements” as defined by applicable GAAP and SEC rules.

Effects of Inflation and Foreign Currency Fluctuations

We do not believe that inflation or foreign currency fluctuations significantly affected our results of operations for the three and nine months ended October 31, 2007.April 30, 2008.

 

Item 3:Quantitative and Qualitative Disclosures about Market Risks

The market risk inherent in our financial statements represents the potential changes in the fair value, earnings or cash flows arising from changes in interest rates. We manage this exposure through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Our policy allows the use of derivative financial instruments for identifiable market risk exposure, including interest rate. Our significantCurrently we have no derivative financial contracts are discussed below.

Derivatives on $57 Million Senior Secured Notes Payable

We had an interest rate swap and option (the “$57 million Swap Agreement”) for an aggregate notional amount of $57 million in order to manage the overall borrowing costs associated with our 9 1/2 % senior secured notes. In March 2006, we terminated the $57 million Swap Agreement. The $57 million Swap Agreement was a fair value hedge as it was designated against the 9 1/2 % senior secured notes carrying a fixed rate of interest and converted such notes to variable rate debt. The $57 million Swap Agreement was reflected at fair value in our consolidated balance sheet with a corresponding offset to the designated item.

We also had an interest rate cap agreement (the “$57 million Cap Agreement”) for an aggregate notional amount of $57 million associated with the 9 1/2 % senior secured notes. In March 2006, we terminated the $57 million Cap Agreement. The $57 million Cap Agreement capped 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 and $30,000 decrease of recorded interest expense on the unaudited condensed consolidated statement of operations for the three and nine months ended October 31, 2006, respectively.contracts.

Other

Our current exposure to foreign exchange risk is not significant and accordingly, we have not entered into any transactions to hedge against those risks.

Item 4:Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our Chairman of the Board and Chief Executive Officer and our Chief Financial Officer concluded that both our disclosure controls and procedures and our internal controls and procedures were effective as of October 31, 2007April 30, 2008 in timely alerting them to material information required to be included in our periodic SEC filings and that information required to be disclosed by us in these periodic filings was recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms and that our internal controls were effective as of October 31, 2007April 30, 2008 to provide reasonable assurance that our financial statements were fairly presented in conformity with generally accepted accounting principles.

There were no changes in our internal control over financial reporting during the quarter ended October 31, 2007April 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

 

ITEM 6.Exhibits

Index to Exhibits

 

Exhibit

Number

 

Description

31.1

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

 Certification of Chief Executive Officer pursuant to Section 1350.

32.2

 Certification of Chief Financial Officer pursuant to Section 1350.

SIGNATURE

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

 

 Perry Ellis International, Inc.
December 7, 2007June 4, 2008 By: 

/s/S/ THOMAS D’AMBROSIO

  Thomas D’Ambrosio, Interim Chief Financial Officer

Exhibit Index

 

Exhibit
Number

 

Description

31.1

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

 Certification of Chief Executive Officer pursuant to Section 1350.

32.2

 Certification of Chief Financial Officer pursuant to Section 1350.

 

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