Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 28, 2017 | Nov. 24, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 28, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PERY | |
Entity Registrant Name | PERRY ELLIS INTERNATIONAL, INC | |
Entity Central Index Key | 900,349 | |
Current Fiscal Year End Date | --01-27 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 15,668,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 26,524 | $ 30,695 |
Investments, at fair value | 25,596 | 10,921 |
Accounts receivable, net | 133,843 | 140,240 |
Inventories | 129,293 | 151,251 |
Prepaid income taxes | 1,647 | |
Prepaid expenses and other current assets | 5,718 | 6,462 |
Total current assets | 320,974 | 341,216 |
Property and equipment, net | 57,511 | 61,835 |
Other intangible assets, net | 186,425 | 187,051 |
Deferred income tax | 446 | 334 |
Other assets | 1,942 | 2,269 |
TOTAL | 567,298 | 592,705 |
Current Liabilities: | ||
Accounts payable | 51,440 | 92,843 |
Accrued expenses and other liabilities | 34,563 | 20,861 |
Accrued interest payable | 400 | 1,450 |
Accrued income taxes payable | 1,055 | |
Unearned revenues | 2,591 | 2,710 |
Total current liabilities | 90,049 | 117,864 |
Senior subordinated notes payable, net | 49,780 | 49,673 |
Senior credit facility | 7,917 | 22,504 |
Real estate mortgages | 32,937 | 33,591 |
Other long-term liabilities | 15,327 | 18,271 |
Deferred income taxes | 36,759 | 37,115 |
Total long-term liabilities | 142,720 | 161,154 |
Total liabilities | 232,769 | 279,018 |
Commitment and contingencies | ||
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; 15,688,189 shares issued and outstanding as of October 28, 2017 and 15,530,273 shares issued and outstanding as of January 28, 2017 | 157 | 155 |
Additional paid-in-capital | 150,173 | 147,300 |
Retained earnings | 193,292 | 176,327 |
Accumulated other comprehensive loss | (9,093) | (10,095) |
Total equity | 334,529 | 313,687 |
TOTAL | $ 567,298 | $ 592,705 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 28, 2017 | Jan. 28, 2017 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,688,189 | 15,530,273 |
Common stock, shares outstanding | 15,688,189 | 15,530,273 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Revenues: | ||||
Net sales | $ 190,389 | $ 185,298 | $ 622,606 | $ 629,514 |
Royalty income | 8,449 | 8,661 | 24,931 | 27,392 |
Total revenues | 198,838 | 193,959 | 647,537 | 656,906 |
Cost of sales | 124,760 | 122,856 | 405,891 | 416,888 |
Gross profit | 74,078 | 71,103 | 241,646 | 240,018 |
Operating expenses: | ||||
Selling, general and administrative expenses | 65,172 | 72,846 | 204,783 | 215,434 |
Depreciation and amortization | 3,586 | 3,534 | 10,550 | 10,717 |
Total operating expenses | 68,758 | 76,380 | 215,333 | 226,151 |
Operating income (loss) | 5,320 | (5,277) | 26,313 | 13,867 |
Interest expense | 1,613 | 1,738 | 5,438 | 5,652 |
Net income (loss) before income taxes | 3,707 | (7,015) | 20,875 | 8,215 |
Income tax provision (benefit) | 492 | (1,850) | 3,910 | 2,695 |
Net income (loss) | $ 3,215 | $ (5,165) | $ 16,965 | $ 5,520 |
Net income (loss) per share: | ||||
Basic | $ 0.21 | $ (0.34) | $ 1.13 | $ 0.37 |
Diluted | $ 0.21 | $ (0.34) | $ 1.11 | $ 0.36 |
Weighted average number of shares outstanding | ||||
Basic | 15,115 | 14,991 | 15,066 | 14,920 |
Diluted | 15,413 | 14,991 | 15,335 | 15,169 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Net income (loss) | $ 3,215 | $ (5,165) | $ 16,965 | $ 5,520 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments, net | (276) | (2,342) | 1,276 | (3,772) |
Unrealized gain on pension liability, net of tax | 8,142 | 8,452 | ||
Unrealized gain (loss) on forward contract | 47 | 255 | (357) | 255 |
Unrealized gain (loss) on investments | 5 | (10) | 5 | 7 |
Reclassification adjustment, net of tax | 86 | 8,455 | 78 | 8,765 |
Total other comprehensive (loss) income | (138) | 6,045 | 1,002 | 4,942 |
Comprehensive income | $ 3,077 | $ 880 | $ 17,967 | $ 10,462 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 16,965 | $ 5,520 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 10,793 | 11,013 |
Provision for bad debts | 1,794 | 680 |
Amortization of debt issue cost | 303 | 309 |
Amortization of premiums and discounts | 78 | 42 |
Amortization of unrealized loss on pension liability | 465 | |
Pension settlement charge | 8,300 | |
Deferred income taxes | (468) | 1,221 |
Share-based compensation | 4,768 | 5,104 |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable, net | 5,485 | 506 |
Inventories | 22,959 | 69,012 |
Prepaid income taxes | 1,684 | 17 |
Prepaid expenses and other current assets | 792 | 402 |
Other assets | (118) | 121 |
Deferred pension obligation | (5,516) | |
Accounts payable and accrued expenses | (28,675) | (61,656) |
Accrued interest payable | (1,050) | (993) |
Income taxes payable | 1,043 | |
Unearned revenues and other liabilities | (2,998) | 3,640 |
Net cash provided by operating activities | 33,355 | 38,187 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (5,571) | (9,334) |
Purchases of investments | (36,972) | (12,467) |
Proceeds from investment maturities | 22,246 | 9,341 |
Proceeds from note receivable | 250 | 250 |
Net cash used in investing activities | (20,047) | (12,210) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings from senior credit facility | 201,888 | 250,012 |
Payments on senior credit facility | (216,475) | (273,933) |
Purchase of treasury stock | (937) | (2,151) |
Payments for employee taxes on shares withheld | (980) | (946) |
Payments on real estate mortgages | (650) | (634) |
Payments on capital leases | (212) | (196) |
Proceeds from exercise of stock options | 24 | 5 |
Net cash used in financing activities | (17,342) | (27,843) |
Effect of exchange rate changes on cash and cash equivalents | (137) | (212) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (4,171) | (2,078) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 30,695 | 31,902 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 26,524 | 29,824 |
Cash paid during the period for: | ||
Interest | 6,107 | 6,294 |
Income taxes | 1,133 | 904 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Accrued purchases of property and equipment | $ 173 | $ 1,172 |
GENERAL
GENERAL | 9 Months Ended |
Oct. 28, 2017 | |
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 10-K The information presented reflects all adjustments, which in the opinion of management 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. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Oct. 28, 2017 | |
RECENT ACCOUNTING PRONOUNCEMENTS | 2. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 , “Revenue from Contracts with Customers.” No. 2014-09 No. 2014-09 In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory,” last-in, 2015-11 No. 2015-11 In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” In March 2016, the FASB issued ASU No. 2016-09, Compensation —Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting 2016-09 2016-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing 2014-09, Revenue from Contracts with Customers,” In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients 2014-09, “Revenue from Contracts with Customers.” non-cash In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments available-for-sale available-for-sale In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force),” In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory 2016-16 2016-16 In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic718): Scope of Modification Accounting In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception,” In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Oct. 28, 2017 | |
ACCOUNTS RECEIVABLE | 3. ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of: October 28, January 28, (in thousands) Trade accounts $ 145,547 $ 151,370 Royalties 6,509 6,659 Other receivables 1,181 712 Total 153,237 158,741 Less: allowances (19,394 ) (18,501 ) Total $ 133,843 $ 140,240 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Oct. 28, 2017 | |
INVENTORIES | 4. INVENTORIES Inventories are stated at the lower of cost (weighted moving average cost) or net realizable value. Cost principally consists of the purchase price, customs, duties, freight, and commissions to buying agents. Inventories consisted of the following as of: October 28, January 28, (in thousands) Finished goods $ 129,293 $ 151,251 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Oct. 28, 2017 | |
INVESTMENTS | 5. INVESTMENTS The Company’s investments at October 28, 2017 and January 28, 2017 include marketable securities and certificates of deposit with maturity dates of less than one year. Marketable securities consist of corporate and government bonds. Investments are stated at fair value. The estimated fair value of the marketable securities is based on quoted prices in an active market. Investments consisted of the following as of October 28, 2017: Cost Gross Gross Estimated (in thousands) Marketable securities $ 16,907 $ — $ (8 ) $ 16,899 Certificates of deposit 8,696 2 (1 ) 8,697 Total investments $ 25,603 $ 2 $ (9 ) $ 25,596 Investments consisted of the following as of January 28, 2017: Cost Gross Gross Estimated (in thousands) Marketable securities $ 3,258 $ — $ (8 ) $ 3,250 Certificates of deposit 7,675 — (4 ) 7,671 Total investments $ 10,933 $ — $ (12 ) $ 10,921 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Oct. 28, 2017 | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: October 28, January 28, (in thousands) Furniture, fixtures and equipment $ 95,534 $ 91,639 Buildings and building improvements 21,882 21,359 Vehicles 537 523 Leasehold improvements 47,633 48,799 Land 9,430 9,430 Total 175,016 171,750 Less: accumulated depreciation and amortization (117,505 ) (109,915 ) Total $ 57,511 $ 61,835 The above table of property and equipment includes assets held under capital leases as of: October 28, January 28, (in thousands) Furniture, fixtures and equipment $ 810 $ 810 Less: accumulated depreciation and amortization (655 ) (452 ) Total $ 155 $ 358 For the three months ended October 28, 2017 and October 29, 2016, depreciation and amortization expense relating to property and equipment amounted to $3.5 million. For the nine months ended October 28, 2017 and October 29, 2016, depreciation and amortization expense relating to property and equipment amounted to $10.2 million and $10.4 million, respectively. These amounts include amortization expense for leased property under capital leases. |
OTHER INTANGIBLE ASSETS
OTHER INTANGIBLE ASSETS | 9 Months Ended |
Oct. 28, 2017 | |
OTHER INTANGIBLE ASSETS | 7. OTHER INTANGIBLE ASSETS Trademarks Trademarks included in other intangible assets, net, are considered indefinite-lived assets and totaled $184.1 million at October 28, 2017 and January 28, 2017. Other Other intangible assets represent as of: October 28, January 28, (in thousands) Customer lists $ 8,450 $ 8,450 Less: accumulated amortization (6,171 ) (5,545 ) Total $ 2,279 $ 2,905 For the three months ended October 28, 2017 and October 29, 2016, amortization expense relating to customer lists amounted to $0.2 million and $0.3 million, respectively. For the nine months ended October 28, 2017 and October 29, 2016, amortization expense relating to customer lists amounted to $0.6 million and $0.7 million, respectively. Other intangible assets are amortized over their estimated useful lives of 10 years. Assuming no impairment, the following table sets forth the estimated amortization expense for future periods based on recorded amounts as of January 28, 2017: (in thousands) 2018 $ 835 2019 $ 793 2020 $ 734 2021 $ 543 |
LETTER OF CREDIT FACILITIES
LETTER OF CREDIT FACILITIES | 9 Months Ended |
Oct. 28, 2017 | |
LETTER OF CREDIT FACILITIES | 8. LETTER OF CREDIT FACILITIES Borrowings and availability under letter of credit facilities consisted of the following as of: October 28, January 28, (in thousands) Total letter of credit facilities $ 30,000 $ 30,000 Outstanding letters of credit (10,568 ) (10,788 ) Total credit available $ 19,432 $ 19,212 |
ADVERTISING AND RELATED COSTS
ADVERTISING AND RELATED COSTS | 9 Months Ended |
Oct. 28, 2017 | |
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 $4.2 million for the three months ended October 28, 2017 and October 29, 2016 and $12.0 million and $12.2 million for the nine months ended October 28, 2017 and October 29, 2016, respectively, and are included in selling, general and administrative expenses. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Oct. 28, 2017 | |
NET INCOME (LOSS) PER SHARE | 10. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average shares of outstanding common stock. The calculation of diluted net income (loss) 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 (loss) per share includes the effects of stock options, stock appreciation rights (“SARS”), and unvested restricted shares as determined using the treasury stock method. The following table sets forth the computation of basic and diluted income (loss) per share: Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, (in thousands, except per share data) Numerator: Net income (loss) $ 3,215 $ (5,165 ) $ 16,965 $ 5,520 Denominator: Basic-weighted average shares 15,115 14,991 15,066 14,920 Dilutive effect: equity awards 298 — 269 249 Diluted-weighted average shares 15,413 14,991 15,335 15,169 Basic income (loss) per share $ 0.21 $ (0.34 ) $ 1.13 $ 0.37 Diluted income (loss) per share $ 0.21 $ (0.34 ) $ 1.11 $ 0.36 Antidilutive effect: (1) 165 1,015 265 532 (1) Represents weighted average of stock options to purchase shares of common stock, SARS and restricted stock that were not included in computing diluted income (loss) per share because their effects were antidilutive for the respective periods. |
EQUITY
EQUITY | 9 Months Ended |
Oct. 28, 2017 | |
EQUITY | 11. EQUITY The following table reflects the changes in equity: Changes in Equity (in thousands) Equity at January 28, 2017 $ 313,687 Comprehensive income 17,967 Share transactions under employee equity compensation plans 3,812 Purchase of treasury stock (937 ) Equity at October 28, 2017 $ 334,529 Equity at January 30, 2016 $ 291,481 Comprehensive income 10,462 Share transactions under employee equity compensation plans 4,163 Purchase of treasury stock (2,151 ) Equity at October 29, 2016 $ 303,955 The Board of Directors has authorized the Company to purchase, from time to time and as market and business conditions warrant, up to $70 million of our common stock for cash in the open market or in privately negotiated transactions through October 31, 2018. Although The Board of Directors allocated a maximum of $70 million to carry out the program, the Company is not obligated to purchase any specific number of outstanding shares and reevaluates the program on an ongoing basis. During the second quarter of fiscal 2018, the Company repurchased 50,000 shares of common stock at a cost of $0.9 million. During the third quarter of fiscal 2018, the Company retired the 50,000 shares of treasury stock recorded at a cost of approximately $0.9 million. Accordingly, during the third quarter of fiscal 2018, the Company reduced additional paid in capital by $0.9 million. There were no treasury shares outstanding as of January 28, 2017. Total purchases under the plan to date amount to approximately $61.7 million. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Oct. 28, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12. ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in accumulated other comprehensive loss by component, net of tax: Unrealized Foreign Unrealized Unrealized Total (in thousands) Balance, January 28, 2017 $ — $ (9,902 ) $ (12 ) $ (181 ) $ (10,095 ) Other comprehensive loss (income) before reclassifications — 1,276 5 (357 ) 924 Amounts reclassified from accumulated other comprehensive loss — — — 78 78 Balance, October 28, 2017 $ — $ (8,626 ) $ (7 ) $ (460 ) $ (9,093 ) Unrealized Foreign Currency Translation Unrealized Unrealized Gain on Forward Contract Total (in thousands) Balance, January 30, 2016 $ (7,368 ) $ (7,131 ) $ (9 ) — $ (14,508 ) Other comprehensive loss (income) before reclassifications (313 ) (3,772 ) 7 255 (3,823 ) Amounts reclassified from accumulated other comprehensive loss 8,765 — — — 8,765 Balance, October 29, 2016 $ 1,084 $ (10,903 ) $ (2 ) $ 255 $ (9,566 ) A summary of the impact on the condensed consolidated statements of operations line items is as follows: Three Months Ended Statement of Operations Location October 28, October 29, (in thousands) Amortization of defined benefit pension items actuarial gains Selling, general and administrative expenses $ — $ 8,455 Forward contract loss reclassified from accumulated other comprehensive loss to income Cost of goods sold 86 — Total, net of tax $ 86 $ 8,455 Nine Months Ended Statement of Operations Location October 28, October 29, (in thousands) Amortization of defined benefit pension items actuarial gains Selling, general and administrative expenses $ — $ 8,765 Forward contract gain reclassified from accumulated other comprehensive loss to income Cost of goods sold 78 — Total, net of tax $ 78 $ 8,765 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENT - Cash Flow Hedges | 9 Months Ended |
Oct. 28, 2017 | |
DERIVATIVE FINANCIAL INSTRUMENT - Cash Flow Hedges | 13. DERIVATIVE FINANCIAL INSTRUMENT – Cash Flow Hedges The Company has a risk management policy to manage foreign currency risk relating to inventory purchases by its subsidiaries that are denominated in foreign currencies. As such, the Company may employ hedging and derivative strategies to limit the effects of changes in foreign currency on its operating income and cash flows. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. The Company achieves this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged. The Company does not use derivative instruments for trading or speculative purposes. For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents at inception the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, the Company will formally assess at least quarterly whether the financial instruments used in hedging are “highly effective” at offsetting changes in cash flows of the related underlying exposures. For purposes of assessing hedge effectiveness, the Company uses the forward method, and assesses effectiveness based on the changes in both spot and forward points of the hedging instrument. If and when a derivative is no longer expected to be “highly effective,” hedge accounting is discontinued and hedge ineffectiveness, if any, is included in current period earnings. As of October 28, 2017, there was no hedge ineffectiveness. The Company’s United Kingdom subsidiary is exposed to foreign currency risk from inventory purchases. In order to mitigate the financial risk of settlement of inventory at various prices based on movement of the U.S. dollar against the British pound, the Company entered into foreign currency forward exchange contracts (the “Hedging Instruments”). These are formally designated and “highly effective” as cash flow hedges. The Company will hedge approximately 45% of its U.S. dollar denominated purchases. All changes in the Hedging Instruments’ fair value associated with inventory purchases are recorded in equity as a component of accumulated other comprehensive income until the underlying hedged item is reclassified to earnings. The Company records the foreign currency forward exchange contracts at fair value in its Consolidated Balance Sheets. The cash flows from derivative instruments that are designated as cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. The Company considers the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. The Company classifies derivative instrument cash flows from hedges of foreign currency risk on the settlement of inventory as operating activities. The Company’s Hedging Instruments were classified within Level 2 of the fair value hierarchy. The following table summarizes the effects, fair value and balance sheet classification of the Company’s Hedging Instruments. Derivatives Designated As Hedging Instruments Balance sheet location October 28, January 28, (in thousands) Foreign currency forward exchange contract (inventory purchases) Accounts Payable $ 460 $ 181 Total $ 460 $ 181 The following table summarizes the effect and classification of the Company’s Hedging Instruments. Three Months Ended Nine Months Ended Derivatives Designated As Hedging Statement of Operations Location October 28, October 29, October 28, October 29, (in thousands) (in thousands) Foreign currency forward exchange contract (inventory purchases): Loss reclassified from accumulated other comprehensive loss to income Cost of goods sold $ 86 $ — $ 78 $ — $ 86 $ — $ 78 $ — The notional amounts outstanding of foreign exchange forward contracts were $11.8 million and $15.0 million at October 28, 2017 and January 28, 2017, respectively. Such contracts expire through July 2018. Accumulated other comprehensive loss included a net deferred loss for Hedging Instruments in the amount of $0.5 million and $0.2 million at October 28, 2017 and January 28, 2017, respectively. The net deferred loss will be reclassified from accumulated other comprehensive loss to costs of goods sold during the next twelve months when the inventory is sold. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Oct. 28, 2017 | |
INCOME TAXES | 14. INCOME TAXES The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various state and foreign jurisdictions. The Company’s U.S. federal income tax returns for fiscal 2011 through fiscal 2018 are open tax years. The Company’s state tax filings are subject to varying statutes of limitations. The Company’s unrecognized state tax benefits are related to open tax years from fiscal 2006 through fiscal 2017, depending on each state’s particular statute of limitations. As of October 28, 2017, the examination by the Internal Revenue Service for the Company’s fiscal 2011 through 2015 U.S. federal tax years is still ongoing. During the three months ended October 28, 2017, the Company received a revised Notice of Proposed Adjustment from the Internal Revenue Service, which proposed an adjustment to taxable income for fiscal 2013 of $12.6 million, to which the Company agreed. Additionally, the Company engaged in conversations with the Internal Revenue Service to extend the years under audit to include fiscal 2014 and 2015, to allow for the carryback of beneficial tax attributes. During fiscal 2017, the Company established a reserve of $1.1 million for this adjustment and associated interest. While the Company still believes its position would be sustained upon appeal or, if necessary, through litigation, it has agreed to this adjustment based upon the desire to reach an ultimate resolution and limit the costs associated with continuing the examination. Furthermore, various other state and local income tax returns are also under examination by taxing authorities. The Company had a $1.2 million liability recorded for unrecognized tax benefits as of January 28, 2017, which included interest and penalties of $0.3 million. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the three and nine months ended October 28, 2017, the total amount of unrecognized tax benefits decreased by approximately $18,000 and increased by $5.0 million, respectively. The change to the total amount of the unrecognized tax benefit for the three months ended October 28, 2017 included a decrease in interest and penalties of approximately $11,000 and for the nine months ended October 28, 2017 included an increase in interest and penalties of approximately $176,000. The amount of the unrecognized tax benefits, if recognized, that would affect the Company’s effective tax rate as of January 28, 2017 and October 28, 2017 is $1.2 million and $2.3 million, respectively. The Company currently anticipates a resolution within the next twelve months for the unrecognized tax benefits relating to the Internal Revenue Service Proposed Adjustment, but does not currently anticipate a resolution for any of the remaining unrecognized tax benefits as of October 28, 2017. The statute of limitations related to the Company’s fiscal 2011 through 2015 U.S. federal tax years has been extended as part of the examination and is not expected to lapse within the next twelve months. At the end of fiscal 2017, the Company maintained a $38.6 million valuation allowance against its remaining domestic deferred tax asset; including, but not limited to, the federal net operating loss carryforward and the U.S. state net operating loss carryforwards, whose utilization is not restricted by factors beyond the Company’s control. The establishment of valuation allowances and development of projected annual effective tax rates requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. An accumulation of recent pretax losses is considered strong negative evidence in that evaluation. Although the Company recognized pretax earnings through the nine months ended October 28, 2017, by itself that does not represent sufficient positive evidence that the deferred tax assets will be realized to warrant removing the valuation allowances established against the U.S. deferred tax assets. Additionally, the Company’s cumulative domestic pretax results for the past 36 months still remain in a loss position. The Company would be able to remove the valuation allowances in future periods when positive evidence outweighs the negative evidence from the relevant look-back period. The Company believes that there is a reasonable possibility that within the next twelve months, sufficient positive evidence may become available to allow it to reach the conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense in the period released. Deferred tax assets without valuation allowances remain in certain foreign tax jurisdictions, where supported by the evidence. |
STOCK OPTIONS, STOCK APPRECIATI
STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES | 9 Months Ended |
Oct. 28, 2017 | |
STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES | 15. STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES In 2005, the Company adopted the 2005 Long-Term Incentive Compensation Plan (the “2005 Plan”). The 2005 Plan allowed the Company to grant options and other awards to purchase or receive up to an aggregate of 2,250,000 shares of the Company’s common stock, reduced by any awards outstanding under the 2002 Stock Option Plan. On March 13, 2008, the Board of Directors unanimously adopted an amendment and restatement of the 2005 Plan that increased the number of shares available for grants to an aggregate of 4,750,000 shares of common stock. On March 17, 2011, the Board of Directors unanimously adopted the second amendment and restatement of the 2005 Plan, which increased the number of shares available for grants by an additional 500,000 shares to an aggregate of 5,250,000 shares of common stock. On May 20, 2015, the Board of Directors unanimously adopted, subject to shareholder approval at the annual meeting, the Perry Ellis International, Inc. 2015 Long Term Incentive Compensation Plan, which is an amendment and restatement of the 2005 Plan (the “2015 Plan, and collectively with the prior 2005 Plan, as amended, the “Stock Plans”). The 2015 Plan was approved by the shareholders at the Company’s 2015 annual meeting. The 2015 Plan extends the term of the 2005 Plan until July 17, 2025 as well as increases the number of shares of common stock reserved for issuance by an additional 1,000,000 shares to an aggregate of 6,250,000 shares. On March 16, 2017, the Board of Directors unanimously adopted an amendment and restatement of the 2015 Plan (as amended and restated, the “Amended Plan”). The Amended Plan increases the number of shares available for grants by an additional 1,400,000 shares to an aggregate of 7,650,000 shares of common stock and makes other clarifications and technical revisions designed primarily to improve administration and ensure compliance with recent changes in the law including Internal Revenue Code Section 409A. Other than the amendments noted above, the Amended Plan generally contains the same features, terms and conditions as the 2015 Plan. The Amended Plan was approved by the shareholders at the Company’s 2017 annual meeting. During the first and second quarters of fiscal 2018, the Company granted an aggregate of 72,307 and 10,681 shares of restricted stock to certain key employees, which vest primarily over a three-year period, at an estimated value of $1.5 million and $0.2 million, respectively. This value is being recorded as compensation expense on a straight-line basis over the vesting period of the restricted stock. Also, during the second quarter of fiscal 2018, the Company awarded to five directors an aggregate of 28,995 shares of restricted stock. The restricted stock vests primarily over a one-year During the first quarter of fiscal 2018, the Company granted performance based restricted stock to certain key employees. Such stock generally vests 100% in April 2020, provided that each employee is still an employee of the Company on such date, and the Company has met certain performance criteria. A total of 154,401 shares of performance-based restricted stock were issued at an estimated value of $3.3 million. During the first quarter of fiscal 2018, the Company granted an aggregate of 10,953 shares of restricted stock units to a key employee that vest primarily over a three-year period, at an estimated value of $0.2 million. This value is being recorded as compensation expense on a straight-line basis over the vesting period of the restricted stock. During the first, second and third quarters of fiscal 2018, a total of 77,655, 31,448 and 26,672 shares of restricted stock vested, of which 25,241, 11,259 and 9,691 shares were withheld to cover the employees’ statutory income tax requirements, respectively. The estimated value of the withheld shares was $0.5 million, $0.2 million and $0.2 million, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Oct. 28, 2017 | |
SEGMENT INFORMATION | 16. SEGMENT INFORMATION The Company has four reportable segments: Men’s Sportswear and Swim, Women’s Sportswear, Direct-to-Consumer Direct-to-Consumer e-commerce The Company allocates certain corporate selling, general and administrative expenses based primarily on the revenues generated by the segments. Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, (in thousands) Revenues: Men’s Sportswear and Swim $ 141,549 $ 135,717 $ 482,881 $ 478,790 Women’s Sportswear 28,104 28,676 77,561 85,301 Direct-to-Consumer 20,736 20,905 62,164 65,423 Licensing 8,449 8,661 24,931 27,392 Total revenues $ 198,838 $ 193,959 $ 647,537 $ 656,906 Depreciation and amortization: Men’s Sportswear and Swim $ 1,870 $ 1,814 $ 5,507 $ 5,717 Women’s Sportswear 939 729 2,600 2,107 Direct-to-Consumer 716 932 2,266 2,717 Licensing 61 59 177 176 Total depreciation and amortization $ 3,586 $ 3,534 $ 10,550 $ 10,717 Operating income (loss): Men’s Sportswear and Swim (1) $ 3,450 $ (7,683 ) $ 22,834 $ 6,834 Women’s Sportswear (2,393 ) (1,289 ) (6,771 ) (4,746 ) Direct-to-Consumer (2,543 ) (3,370 ) (8,604 ) (9,675 ) Licensing 6,806 7,065 18,854 21,454 Total operating income (loss) $ 5,320 $ (5,277 ) $ 26,313 $ 13,867 Total interest expense 1,613 1,738 5,438 5,652 Total net income (loss) before income taxes $ 3,707 $ (7,015 ) $ 20,875 $ 8,215 (1) Operating income (loss) for the Men’s Sportswear and Swim segment for the three and nine months ended October 29, 2016, includes a settlement charge related to the pension plan in the amount of $8.3 million. See footnote 17 to the consolidated financial statements for further information. |
BENEFIT PLAN
BENEFIT PLAN | 9 Months Ended |
Oct. 28, 2017 | |
BENEFIT PLAN | 17. BENEFIT PLAN The Company sponsored two qualified pension plans as a result of the Perry Ellis Menswear acquisition that occurred in June 2003. The plans were frozen and merged as of December 31, 2003. During fiscal 2015, the Board of Directors resolved to terminate the pension plan. As of January 28, 2017, the Company satisfied the regulatory requirements prescribed by the Internal Revenue Service and the Pension Benefit Guaranty Corporation, and the distribution of plan assets was completed. The following table provides the components of net benefit cost for the plan during the three and nine months of fiscal 2018 and 2017: Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, (in thousands) Service cost $ — $ 63 $ — $ 189 Interest cost — 124 — 372 Expected return on plan assets — (87 ) — (261 ) Settlement — 8,300 — 8,300 Amortization of net loss — 155 — 465 Net periodic benefit cost $ — $ 8,555 $ — $ 9,065 Settlement accounting, which accelerates recognition of a plan’s unrecognized net gain or loss, is triggered if the lump sums paid during a year exceed the sum of the plan’s service and interest cost. Since the lump sums paid in fiscal 2017 exceeded that threshold, the Company recognized a settlement charge of $8.3 million in anticipation of the plan’s termination in fiscal 2017. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Oct. 28, 2017 | |
FAIR VALUE MEASUREMENTS | 18. FAIR VALUE MEASUREMENTS Accounts receivable, accounts payable, accrued interest payable and accrued expenses Investments. available-for-sale Real estate mortgages. Senior credit facility. Senior subordinated notes payable 7 8 7 8 See footnote 13 to the consolidated financial statements for disclosure of the fair value and line item caption of derivative instruments recorded in the consolidated balance sheets. These estimated fair value amounts have been determined using available market information and appropriate valuation methods. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 9 Months Ended |
Oct. 28, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 19. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Company and several of its subsidiaries (the “Guarantors”) have fully and unconditionally guaranteed the senior subordinated notes payable on a joint and several basis. These guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions). The following are condensed consolidating 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 The Company adopted the provisions of ASU 2016-09 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 3,136 $ 23,388 $ — $ 26,524 Investment, at fair value — — 25,596 — 25,596 Accounts receivable, net — 108,209 25,634 — 133,843 Intercompany receivable, net 88,713 — — (88,713 ) — Inventories — 107,185 22,108 — 129,293 Prepaid expenses and other current assets — 4,724 994 — 5,718 Total current assets 88,713 223,254 97,720 (88,713 ) 320,974 Property and equipment, net — 55,241 2,270 — 57,511 Other intangible assets, net — 154,093 32,332 — 186,425 Deferred income taxes — — 446 — 446 Investment in subsidiaries 296,198 — — (296,198 ) — Other assets — 1,549 393 — 1,942 TOTAL $ 384,911 $ 434,137 $ 133,161 $ (384,911 ) $ 567,298 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 44,261 $ 7,179 $ — $ 51,440 Accrued expenses and other liabilities — 26,265 8,298 — 34,563 Accrued interest payable 400 — — — 400 Income taxes payable 202 589 264 — 1,055 Unearned revenues — 2,243 348 — 2,591 Intercompany payable, net — 76,153 19,268 (95,421 ) — Total current liabilities 602 149,511 35,357 (95,421 ) 90,049 Senior subordinated notes payable, net 49,780 — — — 49,780 Senior credit facility — 7,917 — — 7,917 Real estate mortgages — 32,937 — — 32,937 Unearned revenues and other long-term liabilities — 15,201 126 — 15,327 Deferred income taxes — 36,759 — — 36,759 Total long-term liabilities 49,780 92,814 126 — 142,720 Total liabilities 50,382 242,325 35,483 (95,421 ) 232,769 Total equity 334,529 191,812 97,678 (289,490 ) 334,529 TOTAL $ 384,911 $ 434,137 $ 133,161 $ (384,911 ) $ 567,298 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF JANUARY 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 2,578 $ 28,117 $ — $ 30,695 Investment, at fair value — — 10,921 — 10,921 Accounts receivable, net — 116,874 23,366 — 140,240 Intercompany receivable, net 85,028 — — (85,028 ) — Inventories — 126,557 24,694 — 151,251 Prepaid income taxes 549 — 25 1,073 1,647 Prepaid expenses and other current assets — 5,584 878 — 6,462 Total current assets 85,577 251,593 88,001 (83,955 ) 341,216 Property and equipment, net — 59,651 2,184 — 61,835 Other intangible assets, net — 154,719 32,332 — 187,051 Deferred income taxes — — 334 — 334 Investment in subsidiaries 279,233 — — (279,233 ) — Other assets — 1,797 472 — 2,269 TOTAL $ 364,810 $ 467,760 $ 123,323 $ (363,188 ) $ 592,705 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 79,600 $ 13,243 $ — $ 92,843 Accrued expenses and other liabilities — 15,543 5,318 — 20,861 Accrued interest payable 1,450 — — — 1,450 Income taxes payable — 623 — (623 ) — Unearned revenues — 2,353 357 — 2,710 Intercompany payable, net — 77,398 15,614 (93,012 ) — Total current liabilities 1,450 175,517 34,532 (93,635 ) 117,864 Senior subordinated notes payable, net 49,673 — — — 49,673 Senior credit facility — 22,504 — — 22,504 Real estate mortgages — 33,591 — — 33,591 Unearned revenues and other long-term liabilities — 17,945 326 — 18,271 Deferred income taxes — 35,419 — 1,696 37,115 Total long-term liabilities 49,673 109,459 326 1,696 161,154 Total liabilities 51,123 284,976 34,858 (91,939 ) 279,018 Total equity 313,687 182,784 88,465 (271,249 ) 313,687 TOTAL $ 364,810 $ 467,760 $ 123,323 $ (363,188 ) $ 592,705 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 165,455 $ 24,934 $ — $ 190,389 Royalty income — 5,230 3,219 — 8,449 Total revenues — 170,685 28,153 — 198,838 Cost of sales — 109,470 15,290 — 124,760 Gross profit — 61,215 12,863 — 74,078 Operating expenses: Selling, general and administrative expenses — 56,007 9,165 — 65,172 Depreciation and amortization — 3,279 307 — 3,586 Total operating expenses — 59,286 9,472 — 68,758 Operating income — 1,929 3,391 — 5,320 Interest expense (income) — 1,700 (87 ) — 1,613 Net income before income taxes — 229 3,478 — 3,707 Income tax provision — 43 449 — 492 Equity in earnings of subsidiaries, net 3,215 — — (3,215 ) — Net income 3,215 186 3,029 (3,215 ) 3,215 Other comprehensive (loss) income (138 ) — (138 ) 138 (138 ) Comprehensive income (loss) $ 3,077 $ 186 $ 2,891 $ (3,077 ) $ 3,077 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 162,185 $ 23,113 $ — $ 185,298 Royalty income — 5,230 3,431 — 8,661 Total revenues — 167,415 26,544 — 193,959 Cost of sales — 107,489 15,367 — 122,856 Gross profit — 59,926 11,177 — 71,103 Operating expenses: Selling, general and administrative expenses — 63,475 9,371 — 72,846 Depreciation and amortization — 3,220 314 — 3,534 Total operating expenses — 66,695 9,685 — 76,380 Operating (loss) income — (6,769 ) 1,492 — (5,277 ) Interest expense (income) — 1,756 (18 ) — 1,738 Net (loss) income before income taxes — (8,525 ) 1,510 — (7,015 ) Income tax (benefit) provision — (2,189 ) 339 — (1,850 ) Equity in earnings of subsidiaries, net (5,165 ) — — 5,165 — Net (loss) income (5,165 ) (6,336 ) 1,171 5,165 (5,165 ) Other comprehensive income (loss) 6,045 8,142 (2,097 ) (6,045 ) 6,045 Comprehensive income (loss) $ 880 $ 1,806 $ (926 ) $ (880 ) $ 880 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated Revenues: Net sales $ — $ 544,849 $ 77,757 $ — $ 622,606 Royalty income — 15,724 9,207 — 24,931 Total revenues — 560,573 86,964 — 647,537 Cost of sales — 356,640 49,251 — 405,891 Gross profit — 203,933 37,713 — 241,646 Operating expenses: Selling, general and administrative expenses — 176,865 27,918 — 204,783 Depreciation and amortization — 9,741 809 — 10,550 Total operating expenses — 186,606 28,727 — 215,333 Operating income — 17,327 8,986 — 26,313 Interest expense (income) — 5,609 (171 ) — 5,438 Net income before income taxes — 11,718 9,157 — 20,875 Income tax provision — 2,690 1,220 — 3,910 Equity in earnings of subsidiaries, net 16,965 — — (16,965 ) — Net income 16,965 9,028 7,937 (16,965 ) 16,965 Other comprehensive income 1,002 — 1,002 (1,002 ) 1,002 Comprehensive income $ 17,967 $ 9,028 $ 8,939 $ (17,967 ) $ 17,967 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 556,327 $ 73,187 $ — $ 629,514 Royalty income — 17,505 9,887 — 27,392 Total revenues — 573,832 83,074 — 656,906 Cost of sales — 368,194 48,694 — 416,888 Gross profit — 205,638 34,380 — 240,018 Operating expenses: Selling, general and administrative expenses — 187,269 28,165 — 215,434 Depreciation and amortization — 9,687 1,030 — 10,717 Total operating expenses — 196,956 29,195 — 226,151 Operating income — 8,682 5,185 — 13,867 Interest expense (income) — 5,691 (39 ) — 5,652 Net income before income taxes — 2,991 5,224 — 8,215 Income tax provision — 836 1,859 — 2,695 Equity in earnings of subsidiaries, net 5,520 — — (5,520 ) — Net income 5,520 2,155 3,365 (5,520 ) 5,520 Other comprehensive income (loss) 4,942 8,452 (3,510 ) (4,942 ) 4,942 Comprehensive income (loss) $ 10,462 $ 10,607 $ (145 ) $ (10,462 ) $ 10,462 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: $ (192 ) $ 26,124 $ 7,423 $ — $ 33,355 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (4,744 ) (827 ) — (5,571 ) Purchase of investments — — (36,972 ) — (36,972 ) Proceeds from investments maturities — — 22,246 — 22,246 Proceeds on note receivable — — 250 — 250 Intercompany transactions 1,242 — — (1,242 ) — Net cash provided by (used in) investing activities 1,242 (4,744 ) (15,303 ) (1,242 ) (20,047 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 201,888 — — 201,888 Payments on senior credit facility — (216,475 ) — — (216,475 ) Payments on real estate mortgages — (650 ) — — (650 ) Purchase of treasury shares (937 ) — — — (937 ) Payments for employee taxes on shares withheld — (980 ) — — (980 ) Payments on capital leases — (212 ) — — (212 ) Proceeds from exercise of stock options 24 — — — 24 Intercompany transactions — (4,393 ) 3,288 1,105 — Net cash (used in) provided by financing activities (913 ) (20,822 ) 3,288 1,105 (17,342 ) Effect of exchange rate changes on cash and cash equivalents (137 ) — (137 ) 137 (137 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 558 (4,729 ) — (4,171 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 2,578 28,117 — 30,695 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 3,136 $ 23,388 $ — $ 26,524 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 1,155 $ 33,914 $ 5,824 $ (2,706 ) $ 38,187 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (8,292 ) (1,042 ) — (9,334 ) Purchase of investments — — (12,467 ) — (12,467 ) Proceeds from investment maturities — — 9,341 — 9,341 Proceeds from note receivable — — 250 — 250 Intercompany transactions 1,203 — — (1,203 ) — Net cash provided by (used in) investing activities 1,203 (8,292 ) (3,918 ) (1,203 ) (12,210 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 250,012 — — 250,012 Payments on senior credit facility — (273,933 ) — — (273,933 ) Payments on real estate mortgages — (634 ) — — (634 ) Payments on capital leases — (196 ) — — (196 ) Dividends paid to stockholder — — (2,706 ) 2,706 — Purchase of treasury stock (2,151 ) — — — (2,151 ) Payments for employee taxes on shares withheld — (946 ) — — (946 ) Proceeds from exercise of stock options 5 — — — 5 Intercompany transactions — 3,539 (4,530 ) 991 — Net cash used in financing activities (2,146 ) (22,158 ) (7,236 ) 3,697 (27,843 ) Effect of exchange rate changes on cash and cash equivalents (212 ) — (212 ) 212 (212 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 3,464 (5,542 ) — (2,078 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 775 31,127 — 31,902 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 4,239 $ 25,585 $ — $ 29,824 19. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS The Company and several of its subsidiaries (the “Guarantors”) have fully and unconditionally guaranteed the senior subordinated notes payable on a joint and several basis. These guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions). The following are condensed consolidating 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 The Company adopted the provisions of ASU 2016-09 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 3,136 $ 23,388 $ — $ 26,524 Investment, at fair value — — 25,596 — 25,596 Accounts receivable, net — 108,209 25,634 — 133,843 Intercompany receivable, net 88,713 — — (88,713 ) — Inventories — 107,185 22,108 — 129,293 Prepaid expenses and other current assets — 4,724 994 — 5,718 Total current assets 88,713 223,254 97,720 (88,713 ) 320,974 Property and equipment, net — 55,241 2,270 — 57,511 Other intangible assets, net — 154,093 32,332 — 186,425 Deferred income taxes — — 446 — 446 Investment in subsidiaries 296,198 — — (296,198 ) — Other assets — 1,549 393 — 1,942 TOTAL $ 384,911 $ 434,137 $ 133,161 $ (384,911 ) $ 567,298 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 44,261 $ 7,179 $ — $ 51,440 Accrued expenses and other liabilities — 26,265 8,298 — 34,563 Accrued interest payable 400 — — — 400 Income taxes payable 202 589 264 — 1,055 Unearned revenues — 2,243 348 — 2,591 Intercompany payable, net — 76,153 19,268 (95,421 ) — Total current liabilities 602 149,511 35,357 (95,421 ) 90,049 Senior subordinated notes payable, net 49,780 — — — 49,780 Senior credit facility — 7,917 — — 7,917 Real estate mortgages — 32,937 — — 32,937 Unearned revenues and other long-term liabilities — 15,201 126 — 15,327 Deferred income taxes — 36,759 — — 36,759 Total long-term liabilities 49,780 92,814 126 — 142,720 Total liabilities 50,382 242,325 35,483 (95,421 ) 232,769 Total equity 334,529 191,812 97,678 (289,490 ) 334,529 TOTAL $ 384,911 $ 434,137 $ 133,161 $ (384,911 ) $ 567,298 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF JANUARY 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 2,578 $ 28,117 $ — $ 30,695 Investment, at fair value — — 10,921 — 10,921 Accounts receivable, net — 116,874 23,366 — 140,240 Intercompany receivable, net 85,028 — — (85,028 ) — Inventories — 126,557 24,694 — 151,251 Prepaid income taxes 549 — 25 1,073 1,647 Prepaid expenses and other current assets — 5,584 878 — 6,462 Total current assets 85,577 251,593 88,001 (83,955 ) 341,216 Property and equipment, net — 59,651 2,184 — 61,835 Other intangible assets, net — 154,719 32,332 — 187,051 Deferred income taxes — — 334 — 334 Investment in subsidiaries 279,233 — — (279,233 ) — Other assets — 1,797 472 — 2,269 TOTAL $ 364,810 $ 467,760 $ 123,323 $ (363,188 ) $ 592,705 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 79,600 $ 13,243 $ — $ 92,843 Accrued expenses and other liabilities — 15,543 5,318 — 20,861 Accrued interest payable 1,450 — — — 1,450 Income taxes payable — 623 — (623 ) — Unearned revenues — 2,353 357 — 2,710 Intercompany payable, net — 77,398 15,614 (93,012 ) — Total current liabilities 1,450 175,517 34,532 (93,635 ) 117,864 Senior subordinated notes payable, net 49,673 — — — 49,673 Senior credit facility — 22,504 — — 22,504 Real estate mortgages — 33,591 — — 33,591 Unearned revenues and other long-term liabilities — 17,945 326 — 18,271 Deferred income taxes — 35,419 — 1,696 37,115 Total long-term liabilities 49,673 109,459 326 1,696 161,154 Total liabilities 51,123 284,976 34,858 (91,939 ) 279,018 Total equity 313,687 182,784 88,465 (271,249 ) 313,687 TOTAL $ 364,810 $ 467,760 $ 123,323 $ (363,188 ) $ 592,705 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 165,455 $ 24,934 $ — $ 190,389 Royalty income — 5,230 3,219 — 8,449 Total revenues — 170,685 28,153 — 198,838 Cost of sales — 109,470 15,290 — 124,760 Gross profit — 61,215 12,863 — 74,078 Operating expenses: Selling, general and administrative expenses — 56,007 9,165 — 65,172 Depreciation and amortization — 3,279 307 — 3,586 Total operating expenses — 59,286 9,472 — 68,758 Operating income — 1,929 3,391 — 5,320 Interest expense (income) — 1,700 (87 ) — 1,613 Net income before income taxes — 229 3,478 — 3,707 Income tax provision — 43 449 — 492 Equity in earnings of subsidiaries, net 3,215 — — (3,215 ) — Net income 3,215 186 3,029 (3,215 ) 3,215 Other comprehensive (loss) income (138 ) — (138 ) 138 (138 ) Comprehensive income (loss) $ 3,077 $ 186 $ 2,891 $ (3,077 ) $ 3,077 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 162,185 $ 23,113 $ — $ 185,298 Royalty income — 5,230 3,431 — 8,661 Total revenues — 167,415 26,544 — 193,959 Cost of sales — 107,489 15,367 — 122,856 Gross profit — 59,926 11,177 — 71,103 Operating expenses: Selling, general and administrative expenses — 63,475 9,371 — 72,846 Depreciation and amortization — 3,220 314 — 3,534 Total operating expenses — 66,695 9,685 — 76,380 Operating (loss) income — (6,769 ) 1,492 — (5,277 ) Interest expense (income) — 1,756 (18 ) — 1,738 Net (loss) income before income taxes — (8,525 ) 1,510 — (7,015 ) Income tax (benefit) provision — (2,189 ) 339 — (1,850 ) Equity in earnings of subsidiaries, net (5,165 ) — — 5,165 — Net (loss) income (5,165 ) (6,336 ) 1,171 5,165 (5,165 ) Other comprehensive income (loss) 6,045 8,142 (2,097 ) (6,045 ) 6,045 Comprehensive income (loss) $ 880 $ 1,806 $ (926 ) $ (880 ) $ 880 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated Revenues: Net sales $ — $ 544,849 $ 77,757 $ — $ 622,606 Royalty income — 15,724 9,207 — 24,931 Total revenues — 560,573 86,964 — 647,537 Cost of sales — 356,640 49,251 — 405,891 Gross profit — 203,933 37,713 — 241,646 Operating expenses: Selling, general and administrative expenses — 176,865 27,918 — 204,783 Depreciation and amortization — 9,741 809 — 10,550 Total operating expenses — 186,606 28,727 — 215,333 Operating income — 17,327 8,986 — 26,313 Interest expense (income) — 5,609 (171 ) — 5,438 Net income before income taxes — 11,718 9,157 — 20,875 Income tax provision — 2,690 1,220 — 3,910 Equity in earnings of subsidiaries, net 16,965 — — (16,965 ) — Net income 16,965 9,028 7,937 (16,965 ) 16,965 Other comprehensive income 1,002 — 1,002 (1,002 ) 1,002 Comprehensive income $ 17,967 $ 9,028 $ 8,939 $ (17,967 ) $ 17,967 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 556,327 $ 73,187 $ — $ 629,514 Royalty income — 17,505 9,887 — 27,392 Total revenues — 573,832 83,074 — 656,906 Cost of sales — 368,194 48,694 — 416,888 Gross profit — 205,638 34,380 — 240,018 Operating expenses: Selling, general and administrative expenses — 187,269 28,165 — 215,434 Depreciation and amortization — 9,687 1,030 — 10,717 Total operating expenses — 196,956 29,195 — 226,151 Operating income — 8,682 5,185 — 13,867 Interest expense (income) — 5,691 (39 ) — 5,652 Net income before income taxes — 2,991 5,224 — 8,215 Income tax provision — 836 1,859 — 2,695 Equity in earnings of subsidiaries, net 5,520 — — (5,520 ) — Net income 5,520 2,155 3,365 (5,520 ) 5,520 Other comprehensive income (loss) 4,942 8,452 (3,510 ) (4,942 ) 4,942 Comprehensive income (loss) $ 10,462 $ 10,607 $ (145 ) $ (10,462 ) $ 10,462 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: $ (192 ) $ 26,124 $ 7,423 $ — $ 33,355 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (4,744 ) (827 ) — (5,571 ) Purchase of investments — — (36,972 ) — (36,972 ) Proceeds from investments maturities — — 22,246 — 22,246 Proceeds on note receivable — — 250 — 250 Intercompany transactions 1,242 — — (1,242 ) — Net cash provided by (used in) investing activities 1,242 (4,744 ) (15,303 ) (1,242 ) (20,047 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 201,888 — — 201,888 Payments on senior credit facility — (216,475 ) — — (216,475 ) Payments on real estate mortgages — (650 ) — — (650 ) Purchase of treasury shares (937 ) — — — (937 ) Payments for employee taxes on shares withheld — (980 ) — — (980 ) Payments on capital leases — (212 ) — — (212 ) Proceeds from exercise of stock options 24 — — — 24 Intercompany transactions — (4,393 ) 3,288 1,105 — Net cash (used in) provided by financing activities (913 ) (20,822 ) 3,288 1,105 (17,342 ) Effect of exchange rate changes on cash and cash equivalents (137 ) — (137 ) 137 (137 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 558 (4,729 ) — (4,171 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 2,578 28,117 — 30,695 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 3,136 $ 23,388 $ — $ 26,524 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 1,155 $ 33,914 $ 5,824 $ (2,706 ) $ 38,187 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (8,292 ) (1,042 ) — (9,334 ) Purchase of investments — — (12,467 ) — (12,467 ) Proceeds from investment maturities — — 9,341 — 9,341 Proceeds from note receivable — — 250 — 250 Intercompany transactions 1,203 — — (1,203 ) — Net cash provided by (used in) investing activities 1,203 (8,292 ) (3,918 ) (1,203 ) (12,210 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 250,012 — — 250,012 Payments on senior credit facility — (273,933 ) — — (273,933 ) Payments on real estate mortgages — (634 ) — — (634 ) Payments on capital leases — (196 ) — — (196 ) Dividends paid to stockholder — — (2,706 ) 2,706 — Purchase of treasury stock (2,151 ) — — — (2,151 ) Payments for employee taxes on shares withheld — (946 ) — — (946 ) Proceeds from exercise of stock options 5 — — — 5 Intercompany transactions — 3,539 (4,530 ) 991 — Net cash used in financing activities (2,146 ) (22,158 ) (7,236 ) 3,697 (27,843 ) Effect of exchange rate changes on cash and cash equivalents (212 ) — (212 ) 212 (212 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 3,464 (5,542 ) — (2,078 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 775 31,127 — 31,902 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 4,239 $ 25,585 $ — $ 29,824 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Components of Accounts Receivable | Accounts receivable consisted of the following as of: October 28, January 28, (in thousands) Trade accounts $ 145,547 $ 151,370 Royalties 6,509 6,659 Other receivables 1,181 712 Total 153,237 158,741 Less: allowances (19,394 ) (18,501 ) Total $ 133,843 $ 140,240 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Summary of Inventories | Inventories consisted of the following as of: October 28, January 28, (in thousands) Finished goods $ 129,293 $ 151,251 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Investments | Investments consisted of the following as of October 28, 2017: Cost Gross Gross Estimated (in thousands) Marketable securities $ 16,907 $ — $ (8 ) $ 16,899 Certificates of deposit 8,696 2 (1 ) 8,697 Total investments $ 25,603 $ 2 $ (9 ) $ 25,596 Investments consisted of the following as of January 28, 2017: Cost Gross Gross Estimated (in thousands) Marketable securities $ 3,258 $ — $ (8 ) $ 3,250 Certificates of deposit 7,675 — (4 ) 7,671 Total investments $ 10,933 $ — $ (12 ) $ 10,921 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Summary of Property and Equipment | Property and equipment consisted of the following as of: October 28, January 28, (in thousands) Furniture, fixtures and equipment $ 95,534 $ 91,639 Buildings and building improvements 21,882 21,359 Vehicles 537 523 Leasehold improvements 47,633 48,799 Land 9,430 9,430 Total 175,016 171,750 Less: accumulated depreciation and amortization (117,505 ) (109,915 ) Total $ 57,511 $ 61,835 |
Summary of Property and Equipment Includes Assets Held under Capital Leases | The above table of property and equipment includes assets held under capital leases as of: October 28, January 28, (in thousands) Furniture, fixtures and equipment $ 810 $ 810 Less: accumulated depreciation and amortization (655 ) (452 ) Total $ 155 $ 358 |
OTHER INTANGIBLE ASSETS (Tables
OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Summary of Other Intangible Assets | Other intangible assets represent as of: October 28, January 28, (in thousands) Customer lists $ 8,450 $ 8,450 Less: accumulated amortization (6,171 ) (5,545 ) Total $ 2,279 $ 2,905 |
Schedule of Estimated Amortization Expense for Future Periods | Assuming no impairment, the following table sets forth the estimated amortization expense for future periods based on recorded amounts as of January 28, 2017: (in thousands) 2018 $ 835 2019 $ 793 2020 $ 734 2021 $ 543 |
LETTER OF CREDIT FACILITIES (Ta
LETTER OF CREDIT FACILITIES (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Borrowings and Availability under Letter of Credit Facilities | Borrowings and availability under letter of credit facilities consisted of the following as of: October 28, January 28, (in thousands) Total letter of credit facilities $ 30,000 $ 30,000 Outstanding letters of credit (10,568 ) (10,788 ) Total credit available $ 19,432 $ 19,212 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Computation of Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of basic and diluted income (loss) per share: Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, (in thousands, except per share data) Numerator: Net income (loss) $ 3,215 $ (5,165 ) $ 16,965 $ 5,520 Denominator: Basic-weighted average shares 15,115 14,991 15,066 14,920 Dilutive effect: equity awards 298 — 269 249 Diluted-weighted average shares 15,413 14,991 15,335 15,169 Basic income (loss) per share $ 0.21 $ (0.34 ) $ 1.13 $ 0.37 Diluted income (loss) per share $ 0.21 $ (0.34 ) $ 1.11 $ 0.36 Antidilutive effect: (1) 165 1,015 265 532 (1) Represents weighted average of stock options to purchase shares of common stock, SARS and restricted stock that were not included in computing diluted income (loss) per share because their effects were antidilutive for the respective periods. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Changes in Equity | The following table reflects the changes in equity: Changes in Equity (in thousands) Equity at January 28, 2017 $ 313,687 Comprehensive income 17,967 Share transactions under employee equity compensation plans 3,812 Purchase of treasury stock (937 ) Equity at October 28, 2017 $ 334,529 Equity at January 30, 2016 $ 291,481 Comprehensive income 10,462 Share transactions under employee equity compensation plans 4,163 Purchase of treasury stock (2,151 ) Equity at October 29, 2016 $ 303,955 |
ACCUMULATED OTHER COMPREHENSI34
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Changes in Accumulated Other Comprehensive Loss by Component Net of Tax | Changes in accumulated other comprehensive loss by component, net of tax: Unrealized Foreign Unrealized Unrealized Total (in thousands) Balance, January 28, 2017 $ — $ (9,902 ) $ (12 ) $ (181 ) $ (10,095 ) Other comprehensive loss (income) before reclassifications — 1,276 5 (357 ) 924 Amounts reclassified from accumulated other comprehensive loss — — — 78 78 Balance, October 28, 2017 $ — $ (8,626 ) $ (7 ) $ (460 ) $ (9,093 ) Unrealized Foreign Currency Translation Unrealized Unrealized Gain on Forward Contract Total (in thousands) Balance, January 30, 2016 $ (7,368 ) $ (7,131 ) $ (9 ) — $ (14,508 ) Other comprehensive loss (income) before reclassifications (313 ) (3,772 ) 7 255 (3,823 ) Amounts reclassified from accumulated other comprehensive loss 8,765 — — — 8,765 Balance, October 29, 2016 $ 1,084 $ (10,903 ) $ (2 ) $ 255 $ (9,566 ) |
Summary of Impact on Condensed Consolidated Statements of Operations Line Items | A summary of the impact on the condensed consolidated statements of operations line items is as follows: Three Months Ended Statement of Operations Location October 28, October 29, (in thousands) Amortization of defined benefit pension items actuarial gains Selling, general and administrative expenses $ — $ 8,455 Forward contract loss reclassified from accumulated other comprehensive loss to income Cost of goods sold 86 — Total, net of tax $ 86 $ 8,455 Nine Months Ended Statement of Operations Location October 28, October 29, (in thousands) Amortization of defined benefit pension items actuarial gains Selling, general and administrative expenses $ — $ 8,765 Forward contract gain reclassified from accumulated other comprehensive loss to income Cost of goods sold 78 — Total, net of tax $ 78 $ 8,765 |
DERIVATIVE FINANCIAL INSTRUME35
DERIVATIVE FINANCIAL INSTRUMENT - Cash Flow Hedges (Tables) - Designated as Hedging Instrument | 9 Months Ended |
Oct. 28, 2017 | |
Fair Value and Classification of Hedging Instruments in Balance Sheet and Statement of Operations | The Company’s Hedging Instruments were classified within Level 2 of the fair value hierarchy. The following table summarizes the effects, fair value and balance sheet classification of the Company’s Hedging Instruments. Derivatives Designated As Hedging Instruments Balance sheet location October 28, January 28, (in thousands) Foreign currency forward exchange contract (inventory purchases) Accounts Payable $ 460 $ 181 Total $ 460 $ 181 |
Summary of Effect and Classification of Hedging Instruments | The following table summarizes the effect and classification of the Company’s Hedging Instruments. Three Months Ended Nine Months Ended Derivatives Designated As Hedging Statement of Operations Location October 28, October 29, October 28, October 29, (in thousands) (in thousands) Foreign currency forward exchange contract (inventory purchases): Loss reclassified from accumulated other comprehensive loss to income Cost of goods sold $ 86 $ — $ 78 $ — $ 86 $ — $ 78 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Segment Information | The Company allocates certain corporate selling, general and administrative expenses based primarily on the revenues generated by the segments. Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, (in thousands) Revenues: Men’s Sportswear and Swim $ 141,549 $ 135,717 $ 482,881 $ 478,790 Women’s Sportswear 28,104 28,676 77,561 85,301 Direct-to-Consumer 20,736 20,905 62,164 65,423 Licensing 8,449 8,661 24,931 27,392 Total revenues $ 198,838 $ 193,959 $ 647,537 $ 656,906 Depreciation and amortization: Men’s Sportswear and Swim $ 1,870 $ 1,814 $ 5,507 $ 5,717 Women’s Sportswear 939 729 2,600 2,107 Direct-to-Consumer 716 932 2,266 2,717 Licensing 61 59 177 176 Total depreciation and amortization $ 3,586 $ 3,534 $ 10,550 $ 10,717 Operating income (loss): Men’s Sportswear and Swim (1) $ 3,450 $ (7,683 ) $ 22,834 $ 6,834 Women’s Sportswear (2,393 ) (1,289 ) (6,771 ) (4,746 ) Direct-to-Consumer (2,543 ) (3,370 ) (8,604 ) (9,675 ) Licensing 6,806 7,065 18,854 21,454 Total operating income (loss) $ 5,320 $ (5,277 ) $ 26,313 $ 13,867 Total interest expense 1,613 1,738 5,438 5,652 Total net income (loss) before income taxes $ 3,707 $ (7,015 ) $ 20,875 $ 8,215 (1) Operating income (loss) for the Men’s Sportswear and Swim segment for the three and nine months ended October 29, 2016, includes a settlement charge related to the pension plan in the amount of $8.3 million. See footnote 17 to the consolidated financial statements for further information. |
BENEFIT PLAN (Tables)
BENEFIT PLAN (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Components of Net Benefit Cost | The following table provides the components of net benefit cost for the plan during the three and nine months of fiscal 2018 and 2017: Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, (in thousands) Service cost $ — $ 63 $ — $ 189 Interest cost — 124 — 372 Expected return on plan assets — (87 ) — (261 ) Settlement — 8,300 — 8,300 Amortization of net loss — 155 — 465 Net periodic benefit cost $ — $ 8,555 $ — $ 9,065 |
CONDENSED CONSOLIDATING FINAN38
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Oct. 28, 2017 | |
Condensed Consolidating Balance Sheet | PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 3,136 $ 23,388 $ — $ 26,524 Investment, at fair value — — 25,596 — 25,596 Accounts receivable, net — 108,209 25,634 — 133,843 Intercompany receivable, net 88,713 — — (88,713 ) — Inventories — 107,185 22,108 — 129,293 Prepaid expenses and other current assets — 4,724 994 — 5,718 Total current assets 88,713 223,254 97,720 (88,713 ) 320,974 Property and equipment, net — 55,241 2,270 — 57,511 Other intangible assets, net — 154,093 32,332 — 186,425 Deferred income taxes — — 446 — 446 Investment in subsidiaries 296,198 — — (296,198 ) — Other assets — 1,549 393 — 1,942 TOTAL $ 384,911 $ 434,137 $ 133,161 $ (384,911 ) $ 567,298 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 44,261 $ 7,179 $ — $ 51,440 Accrued expenses and other liabilities — 26,265 8,298 — 34,563 Accrued interest payable 400 — — — 400 Income taxes payable 202 589 264 — 1,055 Unearned revenues — 2,243 348 — 2,591 Intercompany payable, net — 76,153 19,268 (95,421 ) — Total current liabilities 602 149,511 35,357 (95,421 ) 90,049 Senior subordinated notes payable, net 49,780 — — — 49,780 Senior credit facility — 7,917 — — 7,917 Real estate mortgages — 32,937 — — 32,937 Unearned revenues and other long-term liabilities — 15,201 126 — 15,327 Deferred income taxes — 36,759 — — 36,759 Total long-term liabilities 49,780 92,814 126 — 142,720 Total liabilities 50,382 242,325 35,483 (95,421 ) 232,769 Total equity 334,529 191,812 97,678 (289,490 ) 334,529 TOTAL $ 384,911 $ 434,137 $ 133,161 $ (384,911 ) $ 567,298 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF JANUARY 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 2,578 $ 28,117 $ — $ 30,695 Investment, at fair value — — 10,921 — 10,921 Accounts receivable, net — 116,874 23,366 — 140,240 Intercompany receivable, net 85,028 — — (85,028 ) — Inventories — 126,557 24,694 — 151,251 Prepaid income taxes 549 — 25 1,073 1,647 Prepaid expenses and other current assets — 5,584 878 — 6,462 Total current assets 85,577 251,593 88,001 (83,955 ) 341,216 Property and equipment, net — 59,651 2,184 — 61,835 Other intangible assets, net — 154,719 32,332 — 187,051 Deferred income taxes — — 334 — 334 Investment in subsidiaries 279,233 — — (279,233 ) — Other assets — 1,797 472 — 2,269 TOTAL $ 364,810 $ 467,760 $ 123,323 $ (363,188 ) $ 592,705 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 79,600 $ 13,243 $ — $ 92,843 Accrued expenses and other liabilities — 15,543 5,318 — 20,861 Accrued interest payable 1,450 — — — 1,450 Income taxes payable — 623 — (623 ) — Unearned revenues — 2,353 357 — 2,710 Intercompany payable, net — 77,398 15,614 (93,012 ) — Total current liabilities 1,450 175,517 34,532 (93,635 ) 117,864 Senior subordinated notes payable, net 49,673 — — — 49,673 Senior credit facility — 22,504 — — 22,504 Real estate mortgages — 33,591 — — 33,591 Unearned revenues and other long-term liabilities — 17,945 326 — 18,271 Deferred income taxes — 35,419 — 1,696 37,115 Total long-term liabilities 49,673 109,459 326 1,696 161,154 Total liabilities 51,123 284,976 34,858 (91,939 ) 279,018 Total equity 313,687 182,784 88,465 (271,249 ) 313,687 TOTAL $ 364,810 $ 467,760 $ 123,323 $ (363,188 ) $ 592,705 |
Condensed Consolidating Statement of Comprehensive Income (Loss) | PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 165,455 $ 24,934 $ — $ 190,389 Royalty income — 5,230 3,219 — 8,449 Total revenues — 170,685 28,153 — 198,838 Cost of sales — 109,470 15,290 — 124,760 Gross profit — 61,215 12,863 — 74,078 Operating expenses: Selling, general and administrative expenses — 56,007 9,165 — 65,172 Depreciation and amortization — 3,279 307 — 3,586 Total operating expenses — 59,286 9,472 — 68,758 Operating income — 1,929 3,391 — 5,320 Interest expense (income) — 1,700 (87 ) — 1,613 Net income before income taxes — 229 3,478 — 3,707 Income tax provision — 43 449 — 492 Equity in earnings of subsidiaries, net 3,215 — — (3,215 ) — Net income 3,215 186 3,029 (3,215 ) 3,215 Other comprehensive (loss) income (138 ) — (138 ) 138 (138 ) Comprehensive income (loss) $ 3,077 $ 186 $ 2,891 $ (3,077 ) $ 3,077 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 162,185 $ 23,113 $ — $ 185,298 Royalty income — 5,230 3,431 — 8,661 Total revenues — 167,415 26,544 — 193,959 Cost of sales — 107,489 15,367 — 122,856 Gross profit — 59,926 11,177 — 71,103 Operating expenses: Selling, general and administrative expenses — 63,475 9,371 — 72,846 Depreciation and amortization — 3,220 314 — 3,534 Total operating expenses — 66,695 9,685 — 76,380 Operating (loss) income — (6,769 ) 1,492 — (5,277 ) Interest expense (income) — 1,756 (18 ) — 1,738 Net (loss) income before income taxes — (8,525 ) 1,510 — (7,015 ) Income tax (benefit) provision — (2,189 ) 339 — (1,850 ) Equity in earnings of subsidiaries, net (5,165 ) — — 5,165 — Net (loss) income (5,165 ) (6,336 ) 1,171 5,165 (5,165 ) Other comprehensive income (loss) 6,045 8,142 (2,097 ) (6,045 ) 6,045 Comprehensive income (loss) $ 880 $ 1,806 $ (926 ) $ (880 ) $ 880 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated Revenues: Net sales $ — $ 544,849 $ 77,757 $ — $ 622,606 Royalty income — 15,724 9,207 — 24,931 Total revenues — 560,573 86,964 — 647,537 Cost of sales — 356,640 49,251 — 405,891 Gross profit — 203,933 37,713 — 241,646 Operating expenses: Selling, general and administrative expenses — 176,865 27,918 — 204,783 Depreciation and amortization — 9,741 809 — 10,550 Total operating expenses — 186,606 28,727 — 215,333 Operating income — 17,327 8,986 — 26,313 Interest expense (income) — 5,609 (171 ) — 5,438 Net income before income taxes — 11,718 9,157 — 20,875 Income tax provision — 2,690 1,220 — 3,910 Equity in earnings of subsidiaries, net 16,965 — — (16,965 ) — Net income 16,965 9,028 7,937 (16,965 ) 16,965 Other comprehensive income 1,002 — 1,002 (1,002 ) 1,002 Comprehensive income $ 17,967 $ 9,028 $ 8,939 $ (17,967 ) $ 17,967 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 556,327 $ 73,187 $ — $ 629,514 Royalty income — 17,505 9,887 — 27,392 Total revenues — 573,832 83,074 — 656,906 Cost of sales — 368,194 48,694 — 416,888 Gross profit — 205,638 34,380 — 240,018 Operating expenses: Selling, general and administrative expenses — 187,269 28,165 — 215,434 Depreciation and amortization — 9,687 1,030 — 10,717 Total operating expenses — 196,956 29,195 — 226,151 Operating income — 8,682 5,185 — 13,867 Interest expense (income) — 5,691 (39 ) — 5,652 Net income before income taxes — 2,991 5,224 — 8,215 Income tax provision — 836 1,859 — 2,695 Equity in earnings of subsidiaries, net 5,520 — — (5,520 ) — Net income 5,520 2,155 3,365 (5,520 ) 5,520 Other comprehensive income (loss) 4,942 8,452 (3,510 ) (4,942 ) 4,942 Comprehensive income (loss) $ 10,462 $ 10,607 $ (145 ) $ (10,462 ) $ 10,462 |
Condensed Consolidating Statement of Cash Flows | PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 28, 2017 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: $ (192 ) $ 26,124 $ 7,423 $ — $ 33,355 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (4,744 ) (827 ) — (5,571 ) Purchase of investments — — (36,972 ) — (36,972 ) Proceeds from investments maturities — — 22,246 — 22,246 Proceeds on note receivable — — 250 — 250 Intercompany transactions 1,242 — — (1,242 ) — Net cash provided by (used in) investing activities 1,242 (4,744 ) (15,303 ) (1,242 ) (20,047 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 201,888 — — 201,888 Payments on senior credit facility — (216,475 ) — — (216,475 ) Payments on real estate mortgages — (650 ) — — (650 ) Purchase of treasury shares (937 ) — — — (937 ) Payments for employee taxes on shares withheld — (980 ) — — (980 ) Payments on capital leases — (212 ) — — (212 ) Proceeds from exercise of stock options 24 — — — 24 Intercompany transactions — (4,393 ) 3,288 1,105 — Net cash (used in) provided by financing activities (913 ) (20,822 ) 3,288 1,105 (17,342 ) Effect of exchange rate changes on cash and cash equivalents (137 ) — (137 ) 137 (137 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 558 (4,729 ) — (4,171 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 2,578 28,117 — 30,695 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 3,136 $ 23,388 $ — $ 26,524 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 1,155 $ 33,914 $ 5,824 $ (2,706 ) $ 38,187 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (8,292 ) (1,042 ) — (9,334 ) Purchase of investments — — (12,467 ) — (12,467 ) Proceeds from investment maturities — — 9,341 — 9,341 Proceeds from note receivable — — 250 — 250 Intercompany transactions 1,203 — — (1,203 ) — Net cash provided by (used in) investing activities 1,203 (8,292 ) (3,918 ) (1,203 ) (12,210 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 250,012 — — 250,012 Payments on senior credit facility — (273,933 ) — — (273,933 ) Payments on real estate mortgages — (634 ) — — (634 ) Payments on capital leases — (196 ) — — (196 ) Dividends paid to stockholder — — (2,706 ) 2,706 — Purchase of treasury stock (2,151 ) — — — (2,151 ) Payments for employee taxes on shares withheld — (946 ) — — (946 ) Proceeds from exercise of stock options 5 — — — 5 Intercompany transactions — 3,539 (4,530 ) 991 — Net cash used in financing activities (2,146 ) (22,158 ) (7,236 ) 3,697 (27,843 ) Effect of exchange rate changes on cash and cash equivalents (212 ) — (212 ) 212 (212 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 3,464 (5,542 ) — (2,078 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 775 31,127 — 31,902 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 4,239 $ 25,585 $ — $ 29,824 |
Recent Accounting Pronounceme39
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 9 Months Ended | |
Jul. 30, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Changes in prepaid income taxes | $ (1,684) | $ (17) | |
ASU 2016-16 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Changes in prepaid income taxes | (1,700) | ||
Changes in deferred tax liabilities | $ (1,700) | ||
ASU 2016-09 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Increase in net cash provided by operating activities | $ 900 | ||
Increase in net cash provided by financing activities | $ 900 |
Components of Accounts Receivab
Components of Accounts Receivable (Detail) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 153,237 | $ 158,741 |
Less: allowances | (19,394) | (18,501) |
Total | 133,843 | 140,240 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 145,547 | 151,370 |
Royalties Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 6,509 | 6,659 |
Other Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 1,181 | $ 712 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Inventory [Line Items] | ||
Finished goods | $ 129,293 | $ 151,251 |
Investments (Detail)
Investments (Detail) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Schedule of Investments [Line Items] | ||
Cost | $ 25,603 | $ 10,933 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (9) | (12) |
Estimated Fair Value | 25,596 | 10,921 |
Marketable securities | ||
Schedule of Investments [Line Items] | ||
Cost | 16,907 | 3,258 |
Gross Unrealized Losses | (8) | (8) |
Estimated Fair Value | 16,899 | 3,250 |
Certificates of Deposit | ||
Schedule of Investments [Line Items] | ||
Cost | 8,696 | 7,675 |
Gross Unrealized Gains | 2 | |
Gross Unrealized Losses | (1) | (4) |
Estimated Fair Value | $ 8,697 | $ 7,671 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 175,016 | $ 171,750 |
Less: accumulated depreciation and amortization | (117,505) | (109,915) |
Total | 57,511 | 61,835 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 95,534 | 91,639 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 21,882 | 21,359 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total | 537 | 523 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 47,633 | 48,799 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 9,430 | $ 9,430 |
Summary of Property and Equipme
Summary of Property and Equipment Includes Assets Held under Capital Leases (Detail) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Property, Plant and Equipment [Line Items] | ||
Furniture, fixtures and equipment | $ 810 | $ 810 |
Less: accumulated depreciation and amortization | (655) | (452) |
Total | $ 155 | $ 358 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense related to property and equipment | $ 3.5 | $ 3.5 | $ 10.2 | $ 10.4 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | Jan. 28, 2017 | |
Intangible Assets [Line Items] | |||||
Intangible assets amortized estimated useful lives | 10 years | ||||
Customer Lists | |||||
Intangible Assets [Line Items] | |||||
Amortization expense | $ 0.2 | $ 0.3 | $ 0.6 | $ 0.7 | |
Trademarks | |||||
Intangible Assets [Line Items] | |||||
Trademarks included in other intangible assets, net | $ 184.1 | $ 184.1 | $ 184.1 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Customer lists | $ 8,450 | $ 8,450 |
Less: accumulated amortization | (6,171) | (5,545) |
Total | $ 2,279 | $ 2,905 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense for Future Periods (Detail) $ in Thousands | Jan. 28, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Estimated amortization expense 2018 | $ 835 |
Estimated amortization expense 2019 | 793 |
Estimated amortization expense 2020 | 734 |
Estimated amortization expense 2021 | $ 543 |
Letter of Credit Facilities (De
Letter of Credit Facilities (Detail) - Letter of Credit - USD ($) | Oct. 28, 2017 | Jan. 28, 2017 |
Line of Credit Facility [Line Items] | ||
Total letter of credit facilities | $ 30,000,000 | $ 30,000,000 |
Outstanding letters of credit | (10,568,000) | (10,788,000) |
Total credit available | $ 19,432,000 | $ 19,212,000 |
Advertising and Related Costs -
Advertising and Related Costs - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Advertising Costs [Line Items] | ||||
Advertising and related costs | $ 4.2 | $ 4.2 | $ 12 | $ 12.2 |
Computation of Basic and Dilute
Computation of Basic and Diluted Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | ||
Numerator: | |||||
Net income (loss) | $ 3,215 | $ (5,165) | $ 16,965 | $ 5,520 | |
Denominator: | |||||
Basic - weighted average shares | 15,115 | 14,991 | 15,066 | 14,920 | |
Dilutive effect: equity awards | 298 | 269 | 249 | ||
Diluted - weighted average shares | 15,413 | 14,991 | 15,335 | 15,169 | |
Basic income (loss) per share | $ 0.21 | $ (0.34) | $ 1.13 | $ 0.37 | |
Diluted income (loss) per share | $ 0.21 | $ (0.34) | $ 1.11 | $ 0.36 | |
Antidilutive effect | [1] | 165 | 1,015 | 265 | 532 |
[1] | Represents weighted average of stock options to purchase shares of common stock, SARS and restricted stock that were not included in computing diluted income (loss) per share because their effects were antidilutive for the respective periods. |
Equity (Detail)
Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2017 | Jul. 29, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Equity [Line Items] | |||||
Beginning Balance | $ 313,687 | $ 291,481 | |||
Comprehensive income | $ 3,077 | $ 880 | 17,967 | 10,462 | |
Share transactions under employee equity compensation plans | 3,812 | 4,163 | |||
Purchase of treasury stock | $ (900) | (937) | (2,151) | ||
Ending Balance | $ 334,529 | $ 303,955 | $ 334,529 | $ 303,955 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2017 | Jul. 29, 2017 | Oct. 28, 2017 | Oct. 29, 2016 | Jan. 28, 2017 | |
Shareholders Equity [Line Items] | |||||
Common stock repurchase program, amount authorized | $ 70,000,000 | $ 70,000,000 | |||
Purchase of treasury stock | $ 900,000 | 937,000 | $ 2,151,000 | ||
Treasury stock, shares | 50,000 | 0 | |||
Retirement of treasury stock, shares | 50,000 | ||||
Total purchases under common stock repurchase program | $ 61,700,000 | $ 61,700,000 | |||
Treasury Stock | |||||
Shareholders Equity [Line Items] | |||||
Retirement of treasury stock | (900,000) | ||||
Additional Paid-in Capital | |||||
Shareholders Equity [Line Items] | |||||
Retirement of treasury stock | $ 900,000 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss by Component, Net of Tax (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $ 313,687 | $ 291,481 | ||
Other comprehensive loss (income) before reclassifications | 924 | (3,823) | ||
Amounts reclassified from accumulated other comprehensive loss | $ 86 | $ 8,455 | 78 | 8,765 |
Ending Balance | 334,529 | 303,955 | 334,529 | 303,955 |
Unrealized (Loss) Gain on Pension Liability | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (7,368) | |||
Other comprehensive loss (income) before reclassifications | (313) | |||
Amounts reclassified from accumulated other comprehensive loss | 8,765 | |||
Ending Balance | 1,084 | 1,084 | ||
Foreign Currency Translation Adjustments, Net | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (9,902) | (7,131) | ||
Other comprehensive loss (income) before reclassifications | 1,276 | (3,772) | ||
Ending Balance | (8,626) | (10,903) | (8,626) | (10,903) |
Unrealized (Loss) Gain on Investments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (12) | (9) | ||
Other comprehensive loss (income) before reclassifications | 5 | 7 | ||
Ending Balance | (7) | (2) | (7) | (2) |
Unrealized Gain on Forward Contract | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (181) | |||
Other comprehensive loss (income) before reclassifications | (357) | 255 | ||
Amounts reclassified from accumulated other comprehensive loss | 78 | |||
Ending Balance | (460) | 255 | (460) | 255 |
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (10,095) | (14,508) | ||
Ending Balance | $ (9,093) | $ (9,566) | $ (9,093) | $ (9,566) |
Summary of Impact on Condensed
Summary of Impact on Condensed Consolidated Statements of Operations Line Items (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Selling, general and administrative expenses | $ 65,172 | $ 72,846 | $ 204,783 | $ 215,434 |
Cost of goods sold | 124,760 | 122,856 | 405,891 | 416,888 |
Total, net of tax | 86 | 8,455 | 78 | 8,765 |
Reclassification out of Accumulated Other Comprehensive Income | Actuarial Gains | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Selling, general and administrative expenses | $ 8,455 | $ 8,765 | ||
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of goods sold | $ 86 | $ 78 |
Derivative Financial Instrume56
Derivative Financial Instrument - Cash Flow Hedges - Additional Information (Detail) - USD ($) | Oct. 28, 2017 | Oct. 28, 2017 | Jan. 28, 2017 |
Derivative [Line Items] | |||
Cash flow hedge ineffectiveness | $ 0 | ||
Foreign currency forward exchange contract loss to be reclassified during next 12 months | 500,000 | $ 500,000 | $ 200,000 |
Foreign currency forward exchange contract | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Derivative instrument, hedging percentage | 45.00% | ||
Notional amount outstanding | $ 11,800,000 | $ 11,800,000 | $ 15,000,000 |
Derivative maturity, month and year | 2018-07 |
Fair Value and Balance Sheet Cl
Fair Value and Balance Sheet Classification of Hedging Instruments (Detail) - Designated as Hedging Instrument - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Derivatives, Fair Value [Line Items] | ||
Derivative financial instrument, fair value | $ 460 | $ 181 |
Foreign currency forward exchange contract | Accounts Payable | Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Derivative financial instrument, fair value | $ 460 | $ 181 |
Summary of Effect and Classific
Summary of Effect and Classification of the Company's Hedging Instruments (Detail) - Designated as Hedging Instrument - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 28, 2017 | Oct. 28, 2017 | |
Derivatives, Fair Value [Line Items] | ||
Loss reclassified from accumulated other comprehensive loss to income | $ 86 | $ 78 |
Foreign currency forward exchange contract | Cost of goods sold | Level 2 | ||
Derivatives, Fair Value [Line Items] | ||
Loss reclassified from accumulated other comprehensive loss to income | $ 86 | $ 78 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 28, 2017 | Oct. 28, 2017 | Jan. 28, 2017 | |
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | $ 1,200,000 | ||
Unrecognized tax benefits, interest and penalties | 300,000 | ||
Unrecognized tax benefits, increase (decrease) | $ (18,000) | $ 5,000,000 | |
Increase (decrease) in interest and penalties | (11,000) | 176,000 | |
Amount of the unrecognized tax benefits, if recognized, that would affect effective tax rate | $ 2,300,000 | $ 2,300,000 | 1,200,000 |
Deferred Tax Assets, Valuation Allowance against remaining assets | 38,600,000 | ||
Internal Revenue Service (IRS) | |||
Income Tax Disclosure [Line Items] | |||
Reserve for adjustment and associated interest | $ 1,100,000 | ||
Internal Revenue Service (IRS) | Earliest Tax Year | |||
Income Tax Disclosure [Line Items] | |||
Open tax years | 2,011 | ||
Internal Revenue Service (IRS) | Latest Tax Year | |||
Income Tax Disclosure [Line Items] | |||
Open tax years | 2,018 | ||
Internal Revenue Service (IRS) | Tax Year 2013 | |||
Income Tax Disclosure [Line Items] | |||
Year selected for income tax examination year | 2,013 | ||
Adjustment to taxable income | $ 12,600,000 | ||
Internal Revenue Service (IRS) | Tax Year 2014 | |||
Income Tax Disclosure [Line Items] | |||
Year selected for income tax examination year | 2,014 | ||
Internal Revenue Service (IRS) | Tax Year 2015 | |||
Income Tax Disclosure [Line Items] | |||
Year selected for income tax examination year | 2,015 |
Stock Options, Stock Apprecia60
Stock Options, Stock Appreciation Rights and Restricted Shares - Additional Information (Detail) $ in Millions | Mar. 16, 2017shares | Mar. 17, 2011shares | Oct. 28, 2017USD ($)shares | Jul. 29, 2017USD ($)Directorshares | Apr. 29, 2017USD ($)shares | Oct. 28, 2017shares | Mar. 13, 2008shares | Dec. 31, 2006shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of restricted stock tax withheld | 9,691 | 11,259 | 25,241 | |||||
Number of restricted stock tax withholding value | $ | $ 0.2 | $ 0.2 | $ 0.5 | |||||
2005 Stock Option Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for grant | 5,250,000 | 4,750,000 | 2,250,000 | |||||
Increase in number of shares authorized for grant | 500,000 | |||||||
2015 Long-Term Incentive Compensation Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for grant | 7,650,000 | 6,250,000 | 6,250,000 | |||||
Increase in number of shares authorized for grant | 1,400,000 | 1,000,000 | ||||||
Expiration date of the plan | Jul. 17, 2025 | |||||||
Subject to Withholding | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of restricted stock vested | 26,672 | 31,448 | 77,655 | |||||
Restricted Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares awarded | 10,681 | 72,307 | ||||||
Fair value of stock granted | $ | $ 0.2 | $ 1.5 | ||||||
Vesting period of awards | 3 years | 3 years | ||||||
Restricted Stock | Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares awarded | 28,995 | |||||||
Fair value of stock granted | $ | $ 0.6 | |||||||
Vesting period of awards | 1 year | |||||||
Number of directors awarded restricted stock | Director | 5 | |||||||
Performance Based Restricted Stock Awards | Second Amended And Restated Long Term Incentive Compensation Plan, 2005 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares awarded | 154,401 | |||||||
Awards expected vesting percentage | 100.00% | |||||||
Award vesting date | 2020-04 | |||||||
Value of award granted | $ | $ 3.3 | |||||||
Restricted Stock Units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares awarded | 10,953 | |||||||
Fair value of stock granted | $ | $ 0.2 | |||||||
Vesting period of awards | 3 years |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Oct. 28, 2017Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 4 |
Revenues Generated by Segments
Revenues Generated by Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | ||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 198,838 | $ 193,959 | $ 647,537 | $ 656,906 | |
Total depreciation and amortization | 3,586 | 3,534 | 10,550 | 10,717 | |
Total operating income (loss) | 5,320 | (5,277) | 26,313 | 13,867 | |
Interest expense | 1,613 | 1,738 | 5,438 | 5,652 | |
Total net income (loss) before income taxes | 3,707 | (7,015) | 20,875 | 8,215 | |
Men's Sportswear and Swim | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 141,549 | 135,717 | 482,881 | 478,790 | |
Total depreciation and amortization | 1,870 | 1,814 | 5,507 | 5,717 | |
Total operating income (loss) | [1] | 3,450 | (7,683) | 22,834 | 6,834 |
Women's Sportswear | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 28,104 | 28,676 | 77,561 | 85,301 | |
Total depreciation and amortization | 939 | 729 | 2,600 | 2,107 | |
Total operating income (loss) | (2,393) | (1,289) | (6,771) | (4,746) | |
Direct-to-Consumer | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 20,736 | 20,905 | 62,164 | 65,423 | |
Total depreciation and amortization | 716 | 932 | 2,266 | 2,717 | |
Total operating income (loss) | (2,543) | (3,370) | (8,604) | (9,675) | |
Licensing | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 8,449 | 8,661 | 24,931 | 27,392 | |
Total depreciation and amortization | 61 | 59 | 177 | 176 | |
Total operating income (loss) | $ 6,806 | $ 7,065 | $ 18,854 | $ 21,454 | |
[1] | Operating income (loss) for the Men's Sportswear and Swim segment for the three and nine months ended October 29, 2016, includes a settlement charge related to the pension plan in the amount of $8.3 million. See footnote 17 to the consolidated financial statements for further information. |
Revenues Generated by Segment63
Revenues Generated by Segments (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 29, 2016 | Oct. 29, 2016 | |
Segment Reporting Information [Line Items] | ||
Pension plan settlement charge | $ 8,300 | |
Men's Sportswear and Swim | ||
Segment Reporting Information [Line Items] | ||
Pension plan settlement charge | $ 8,300 | $ 8,300 |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2003CompensationPlan | Oct. 29, 2016USD ($) | Oct. 28, 2017CompensationPlan | Oct. 29, 2016USD ($) | Jan. 28, 2017USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||||
Number of qualified pension plans | CompensationPlan | 2 | 1 | |||
Settlement | $ | $ (8,300) | $ (8,300) | $ (8,300) |
Components of Net Benefit Cost
Components of Net Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Oct. 29, 2016 | Oct. 29, 2016 | Jan. 28, 2017 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 63 | $ 189 | |
Interest cost | 124 | 372 | |
Expected return on plan assets | (87) | (261) | |
Settlement | 8,300 | 8,300 | $ 8,300 |
Amortization of net loss | 155 | 465 | |
Net periodic benefit cost | $ 8,555 | $ 9,065 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior subordinated notes payable, net | $ 49,780 | $ 49,673 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying amounts of the real estate mortgages | 33,800 | 34,500 |
Level 2 | Senior Subordinated Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of the 7 7/8% senior subordinated notes payable | $ 50,100 | $ 50,100 |
Debt instrument stated interest rate | 7.875% | 7.875% |
Condensed Consolidating Finan67
Condensed Consolidating Financial Statements - Additional Information (Detail) - ASU 2016-09 - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended |
Jul. 30, 2016 | Oct. 29, 2016 | |
Condensed Financial Statements, Captions [Line Items] | ||
Increase in net cash used in financing activities | $ 0.9 | |
Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Increase in net cash used in financing activities | $ (0.9) | |
Increase in net cash provided by operating activities | $ 0.9 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Oct. 28, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jan. 30, 2016 |
Current Assets: | ||||
Cash and cash equivalents | $ 26,524 | $ 30,695 | $ 29,824 | $ 31,902 |
Investment, at fair value | 25,596 | 10,921 | ||
Accounts receivable, net | 133,843 | 140,240 | ||
Inventories | 129,293 | 151,251 | ||
Prepaid income taxes | 1,647 | |||
Prepaid expenses and other current assets | 5,718 | 6,462 | ||
Total current assets | 320,974 | 341,216 | ||
Property and equipment, net | 57,511 | 61,835 | ||
Other intangible assets, net | 186,425 | 187,051 | ||
Deferred income taxes | 446 | 334 | ||
Other assets | 1,942 | 2,269 | ||
TOTAL | 567,298 | 592,705 | ||
Current Liabilities: | ||||
Accounts payable | 51,440 | 92,843 | ||
Accrued expenses and other liabilities | 34,563 | 20,861 | ||
Accrued interest payable | 400 | 1,450 | ||
Income taxes payable | 1,055 | |||
Unearned revenues | 2,591 | 2,710 | ||
Total current liabilities | 90,049 | 117,864 | ||
Senior subordinated notes payable, net | 49,780 | 49,673 | ||
Senior credit facility | 7,917 | 22,504 | ||
Real estate mortgages | 32,937 | 33,591 | ||
Unearned revenues and other long-term liabilities | 15,327 | 18,271 | ||
Deferred income taxes | 36,759 | 37,115 | ||
Total long-term liabilities | 142,720 | 161,154 | ||
Total liabilities | 232,769 | 279,018 | ||
Total equity | 334,529 | 313,687 | 303,955 | 291,481 |
TOTAL | 567,298 | 592,705 | ||
Parent | ||||
Current Assets: | ||||
Intercompany receivable, net | 88,713 | 85,028 | ||
Prepaid income taxes | 549 | |||
Total current assets | 88,713 | 85,577 | ||
Investment in subsidiaries | 296,198 | 279,233 | ||
TOTAL | 384,911 | 364,810 | ||
Current Liabilities: | ||||
Accrued interest payable | 400 | 1,450 | ||
Income taxes payable | 202 | |||
Total current liabilities | 602 | 1,450 | ||
Senior subordinated notes payable, net | 49,780 | 49,673 | ||
Total long-term liabilities | 49,780 | 49,673 | ||
Total liabilities | 50,382 | 51,123 | ||
Total equity | 334,529 | 313,687 | ||
TOTAL | 384,911 | 364,810 | ||
Guarantors | ||||
Current Assets: | ||||
Cash and cash equivalents | 3,136 | 2,578 | 4,239 | 775 |
Accounts receivable, net | 108,209 | 116,874 | ||
Inventories | 107,185 | 126,557 | ||
Prepaid expenses and other current assets | 4,724 | 5,584 | ||
Total current assets | 223,254 | 251,593 | ||
Property and equipment, net | 55,241 | 59,651 | ||
Other intangible assets, net | 154,093 | 154,719 | ||
Other assets | 1,549 | 1,797 | ||
TOTAL | 434,137 | 467,760 | ||
Current Liabilities: | ||||
Accounts payable | 44,261 | 79,600 | ||
Accrued expenses and other liabilities | 26,265 | 15,543 | ||
Income taxes payable | 589 | 623 | ||
Unearned revenues | 2,243 | 2,353 | ||
Intercompany payable, net | 76,153 | 77,398 | ||
Total current liabilities | 149,511 | 175,517 | ||
Senior credit facility | 7,917 | 22,504 | ||
Real estate mortgages | 32,937 | 33,591 | ||
Unearned revenues and other long-term liabilities | 15,201 | 17,945 | ||
Deferred income taxes | 36,759 | 35,419 | ||
Total long-term liabilities | 92,814 | 109,459 | ||
Total liabilities | 242,325 | 284,976 | ||
Total equity | 191,812 | 182,784 | ||
TOTAL | 434,137 | 467,760 | ||
Non-Guarantors | ||||
Current Assets: | ||||
Cash and cash equivalents | 23,388 | 28,117 | $ 25,585 | $ 31,127 |
Investment, at fair value | 25,596 | 10,921 | ||
Accounts receivable, net | 25,634 | 23,366 | ||
Inventories | 22,108 | 24,694 | ||
Prepaid income taxes | 25 | |||
Prepaid expenses and other current assets | 994 | 878 | ||
Total current assets | 97,720 | 88,001 | ||
Property and equipment, net | 2,270 | 2,184 | ||
Other intangible assets, net | 32,332 | 32,332 | ||
Deferred income taxes | 446 | 334 | ||
Other assets | 393 | 472 | ||
TOTAL | 133,161 | 123,323 | ||
Current Liabilities: | ||||
Accounts payable | 7,179 | 13,243 | ||
Accrued expenses and other liabilities | 8,298 | 5,318 | ||
Income taxes payable | 264 | |||
Unearned revenues | 348 | 357 | ||
Intercompany payable, net | 19,268 | 15,614 | ||
Total current liabilities | 35,357 | 34,532 | ||
Unearned revenues and other long-term liabilities | 126 | 326 | ||
Total long-term liabilities | 126 | 326 | ||
Total liabilities | 35,483 | 34,858 | ||
Total equity | 97,678 | 88,465 | ||
TOTAL | 133,161 | 123,323 | ||
Eliminations | ||||
Current Assets: | ||||
Intercompany receivable, net | (88,713) | (85,028) | ||
Prepaid income taxes | 1,073 | |||
Total current assets | (88,713) | (83,955) | ||
Investment in subsidiaries | (296,198) | (279,233) | ||
TOTAL | (384,911) | (363,188) | ||
Current Liabilities: | ||||
Income taxes payable | (623) | |||
Intercompany payable, net | (95,421) | (93,012) | ||
Total current liabilities | (95,421) | (93,635) | ||
Deferred income taxes | 1,696 | |||
Total long-term liabilities | 1,696 | |||
Total liabilities | (95,421) | (91,939) | ||
Total equity | (289,490) | (271,249) | ||
TOTAL | $ (384,911) | $ (363,188) |
Condensed Consolidating Stateme
Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2017 | Oct. 29, 2016 | Oct. 28, 2017 | Oct. 29, 2016 | |
Revenues: | ||||
Net sales | $ 190,389 | $ 185,298 | $ 622,606 | $ 629,514 |
Royalty income | 8,449 | 8,661 | 24,931 | 27,392 |
Total revenues | 198,838 | 193,959 | 647,537 | 656,906 |
Cost of sales | 124,760 | 122,856 | 405,891 | 416,888 |
Gross profit | 74,078 | 71,103 | 241,646 | 240,018 |
Operating expenses: | ||||
Selling, general and administrative expenses | 65,172 | 72,846 | 204,783 | 215,434 |
Depreciation and amortization | 3,586 | 3,534 | 10,550 | 10,717 |
Total operating expenses | 68,758 | 76,380 | 215,333 | 226,151 |
Operating (loss) income | 5,320 | (5,277) | 26,313 | 13,867 |
Operating (loss) income | 5,320 | (5,277) | 26,313 | 13,867 |
Interest expense (income) | 1,613 | 1,738 | 5,438 | 5,652 |
Net (loss) income before income taxes | 3,707 | (7,015) | 20,875 | 8,215 |
Income tax (benefit) provision | 492 | (1,850) | 3,910 | 2,695 |
Net (loss) income | 3,215 | (5,165) | 16,965 | 5,520 |
Other comprehensive income (loss) | (138) | 6,045 | 1,002 | 4,942 |
Comprehensive income (loss) | 3,077 | 880 | 17,967 | 10,462 |
Parent | ||||
Operating expenses: | ||||
Equity in earnings of subsidiaries, net | 3,215 | (5,165) | 16,965 | 5,520 |
Net (loss) income | 3,215 | (5,165) | 16,965 | 5,520 |
Other comprehensive income (loss) | (138) | 6,045 | 1,002 | 4,942 |
Comprehensive income (loss) | 3,077 | 880 | 17,967 | 10,462 |
Guarantors | ||||
Revenues: | ||||
Net sales | 165,455 | 162,185 | 544,849 | 556,327 |
Royalty income | 5,230 | 5,230 | 15,724 | 17,505 |
Total revenues | 170,685 | 167,415 | 560,573 | 573,832 |
Cost of sales | 109,470 | 107,489 | 356,640 | 368,194 |
Gross profit | 61,215 | 59,926 | 203,933 | 205,638 |
Operating expenses: | ||||
Selling, general and administrative expenses | 56,007 | 63,475 | 176,865 | 187,269 |
Depreciation and amortization | 3,279 | 3,220 | 9,741 | 9,687 |
Total operating expenses | 59,286 | 66,695 | 186,606 | 196,956 |
Operating (loss) income | 1,929 | (6,769) | 17,327 | 8,682 |
Operating (loss) income | 1,929 | (6,769) | 17,327 | 8,682 |
Interest expense (income) | 1,700 | 1,756 | 5,609 | 5,691 |
Net (loss) income before income taxes | 229 | (8,525) | 11,718 | 2,991 |
Income tax (benefit) provision | 43 | (2,189) | 2,690 | 836 |
Net (loss) income | 186 | (6,336) | 9,028 | 2,155 |
Other comprehensive income (loss) | 8,142 | 8,452 | ||
Comprehensive income (loss) | 186 | 1,806 | 9,028 | 10,607 |
Non-Guarantors | ||||
Revenues: | ||||
Net sales | 24,934 | 23,113 | 77,757 | 73,187 |
Royalty income | 3,219 | 3,431 | 9,207 | 9,887 |
Total revenues | 28,153 | 26,544 | 86,964 | 83,074 |
Cost of sales | 15,290 | 15,367 | 49,251 | 48,694 |
Gross profit | 12,863 | 11,177 | 37,713 | 34,380 |
Operating expenses: | ||||
Selling, general and administrative expenses | 9,165 | 9,371 | 27,918 | 28,165 |
Depreciation and amortization | 307 | 314 | 809 | 1,030 |
Total operating expenses | 9,472 | 9,685 | 28,727 | 29,195 |
Operating (loss) income | 3,391 | 1,492 | 8,986 | 5,185 |
Operating (loss) income | 3,391 | 1,492 | 8,986 | 5,185 |
Interest expense (income) | (87) | (18) | (171) | (39) |
Net (loss) income before income taxes | 3,478 | 1,510 | 9,157 | 5,224 |
Income tax (benefit) provision | 449 | 339 | 1,220 | 1,859 |
Net (loss) income | 3,029 | 1,171 | 7,937 | 3,365 |
Other comprehensive income (loss) | (138) | (2,097) | 1,002 | (3,510) |
Comprehensive income (loss) | 2,891 | (926) | 8,939 | (145) |
Eliminations | ||||
Operating expenses: | ||||
Equity in earnings of subsidiaries, net | (3,215) | 5,165 | (16,965) | (5,520) |
Net (loss) income | (3,215) | 5,165 | (16,965) | (5,520) |
Other comprehensive income (loss) | 138 | (6,045) | (1,002) | (4,942) |
Comprehensive income (loss) | $ (3,077) | $ (880) | $ (17,967) | $ (10,462) |
Condensed Consolidating State70
Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2017 | Oct. 29, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: | $ 33,355 | $ 38,187 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (5,571) | (9,334) |
Purchase of investments | (36,972) | (12,467) |
Proceeds from investments maturities | 22,246 | 9,341 |
Proceeds from note receivable | 250 | 250 |
Net cash provided by (used in) investing activities | (20,047) | (12,210) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings from senior credit facility | 201,888 | 250,012 |
Payments on senior credit facility | (216,475) | (273,933) |
Payments on real estate mortgages | (650) | (634) |
Payments on capital leases | (212) | (196) |
Purchase of treasury shares | (937) | (2,151) |
Payments for employee taxes on shares withheld | (980) | (946) |
Proceeds from exercise of stock options | 24 | 5 |
Net cash (used in) provided by financing activities | (17,342) | (27,843) |
Effect of exchange rate changes on cash and cash equivalents | (137) | (212) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (4,171) | (2,078) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 30,695 | 31,902 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 26,524 | 29,824 |
Parent | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: | (192) | 1,155 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Intercompany transactions | 1,242 | 1,203 |
Net cash provided by (used in) investing activities | 1,242 | 1,203 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Purchase of treasury shares | (937) | (2,151) |
Proceeds from exercise of stock options | 24 | 5 |
Net cash (used in) provided by financing activities | (913) | (2,146) |
Effect of exchange rate changes on cash and cash equivalents | (137) | (212) |
Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: | 26,124 | 33,914 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4,744) | (8,292) |
Net cash provided by (used in) investing activities | (4,744) | (8,292) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings from senior credit facility | 201,888 | 250,012 |
Payments on senior credit facility | (216,475) | (273,933) |
Payments on real estate mortgages | (650) | (634) |
Payments on capital leases | (212) | (196) |
Payments for employee taxes on shares withheld | (980) | (946) |
Intercompany transactions | (4,393) | 3,539 |
Net cash (used in) provided by financing activities | (20,822) | (22,158) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 558 | 3,464 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 2,578 | 775 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 3,136 | 4,239 |
Non-Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: | 7,423 | 5,824 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (827) | (1,042) |
Purchase of investments | (36,972) | (12,467) |
Proceeds from investments maturities | 22,246 | 9,341 |
Proceeds from note receivable | 250 | |
Net cash provided by (used in) investing activities | (15,303) | (3,918) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividends paid to stockholder | (2,706) | |
Intercompany transactions | 3,288 | (4,530) |
Net cash (used in) provided by financing activities | 3,288 | (7,236) |
Effect of exchange rate changes on cash and cash equivalents | (137) | (212) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (4,729) | (5,542) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 28,117 | 31,127 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 23,388 | 25,585 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES: | (2,706) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Intercompany transactions | (1,242) | (1,203) |
Net cash provided by (used in) investing activities | (1,242) | (1,203) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Dividends paid to stockholder | 2,706 | |
Intercompany transactions | 1,105 | 991 |
Net cash (used in) provided by financing activities | 1,105 | 3,697 |
Effect of exchange rate changes on cash and cash equivalents | $ 137 | $ 212 |