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Perry Ellis International 10-Q 2007

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.2
  6. Ex-32.2
Form 10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 


 

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

For the Quarterly Period Ended April 30, 2007

OR

 

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

Commission File Number: 0-21764

 


PERRY ELLIS INTERNATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Florida   59-1162998

(State or other jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

3000 N.W. 107 Avenue

Miami, Florida

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

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

 


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

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

Large accelerated filer   ¨     Accelerated filer  x    Non-accelerated filer  ¨

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

The number of shares outstanding of the registrant’s common stock is 14,698,973 (as of June 7, 2007).

 



Table of Contents

PERRY ELLIS INTERNATIONAL, INC.

INDEX

 

     PAGE

PART I: FINANCIAL INFORMATION

  

Item 1:

  

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

   1

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

   2

Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended April 30, 2007 and 2006

   3

Notes to Unaudited Condensed Consolidated Financial Statements

   4

Item 2:

  

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

   13

Item 3:

  

Quantitative and Qualitative Disclosures About Market Risk

   18

Item 4:

  

Controls and Procedures

   19

PART II: OTHER INFORMATION

   19

Item 6:

  

Exhibits

   19


Table of Contents

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(amounts in thousands, except share data)

 

     April 30, 2007    January 31, 2007

ASSETS

     

Current Assets:

     

Cash and cash equivalents

   $ 11,450    $ 4,514

Accounts receivable, net

     167,244      157,420

Inventories

     151,670      139,690

Other current assets

     16,899      12,972
             

Total current assets

     347,263      314,596

Property and equipment, net

     72,338      71,989

Intangible assets, net

     192,656      192,656

Other assets

     11,857      13,965
             

TOTAL

   $ 624,114    $ 593,206
             

LIABILITIES & STOCKHOLDERS’ EQUITY

     

Current Liabilities:

     

Accounts payable

   $ 37,149    $ 44,295

Accrued expenses and other liabilities

     31,561      31,914

Accrued interest payable

     2,314      5,822

Unearned revenues

     3,740      2,883
             

Total current liabilities

     74,764      84,914
             

Senior subordinated notes payable, net

     149,120      149,079

Senior credit facility

     68,328      61,347

Real estate mortgages

     26,432      26,604

Deferred pension obligation

     13,412      13,412

Unearned revenues and other liabilities

     32,187      8,854
             

Total long-term liabilities

     289,479      259,296
             

Total liabilities

     364,243      344,210
             

Minority Interest

     2,509      2,362
             

Stockholders’ Equity:

     

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

     —        —  

Common stock $.01 par value; 100,000,000 shares authorized; 14,687,802 shares issued and outstanding as of April 30, 2007 and 14,640,608 shares issued and outstanding as of January 31, 2007

     147      146

Additional paid-in-capital

     95,092      94,252

Retained earnings

     160,900      151,388

Accumulated other comprehensive income

     1,223      848
             

Total stockholders’ equity

     257,362      246,634
             

TOTAL

   $ 624,114    $ 593,206
             

See Notes to Unaudited Consolidated Financial Statements

 

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Table of Contents

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(amounts in thousands, except per share data)

 

     Three Months Ended April 30,  
   2007    2006  

Revenues:

     

Net sales

   $ 222,619    $ 208,254  

Royalty income

     6,151      5,744  
               

Total revenues

     228,770      213,998  

Cost of sales

     150,980      143,549  
               

Gross profit

     77,790      70,449  
               

Operating expenses

     

Selling, general and administrative expenses

     54,593      49,821  

Depreciation and amortization

     2,928      2,685  
               

Total operating expenses

     57,521      52,506  
               

Operating income

     20,269      17,943  

Costs on early extinguishment of debt

     —        2,963  

Interest expense

     5,248      5,895  
               

Net income before minority interest and income taxes

     15,021      9,085  

Minority interest

     147      (1 )

Income tax provision

     5,362      3,172  
               

Net income

   $ 9,512    $ 5,914  
               

Net income per share

     

Basic

   $ 0.65    $ 0.41  
               

Diluted

   $ 0.60    $ 0.39  
               

Weighted average number of shares outstanding

     

Basic

     14,660      14,411  

Diluted

     15,973      15,146  

See Notes to Unaudited Consolidated Financial Statements

 

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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(amounts in thousands)

 

     Three Months Ended April 30,  
   2007     2006  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 9,512     $ 5,914  

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

    

Depreciation

     2,796       2,535  

Provision for bad debts

     198       10  

Amortization of debt issue costs

     213       238  

Amortization of discounts

     50       74  

Deferred income taxes

     2,766       2,346  

Stock option issued as compensation

     290       211  

Costs on early extinguishment of debt

     —         2,963  

Minority interest

     147       (1 )

Changes in operating assets and liabilities:

    

Accounts receivable, net

     (10,022 )     (16,283 )

Inventories, net

     (11,980 )     3,550  

Other current assets

     533       (696 )

Other assets

     144       (227 )

Accounts payable, accrued expenses and other liabilities

     (7,881 )     (8,974 )

Accrued interest payable

     (3,508 )     (4,753 )

Unearned revenues

     18,664       643  
                

Net cash provided by (used in) operating activities

     1,922       (12,450 )
                

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of property and equipment

     (2,821 )     (1,943 )

Payment on purchase of intangible assets

     —         (6 )
                

Net cash used in investing activities

     (2,821 )     (1,949 )
                

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Borrowings from senior credit facility

     95,725       129,897  

Payments on senior credit facility

     (88,744 )     (61,447 )

Payments on senior secured notes

     —         (58,354 )

Payments on termination of swap agreements

     —         (616 )

Payments on real estate mortgages

     (123 )     (59 )

Payments on capital leases

     (42 )     (53 )

Tax benefit from exercise of stock options

     109       26  

Proceeds from exercise of stock options

     442       136  
                

Net cash provided by financing activities

     7,367       9,530  
                

Effect of exchange rate changes on cash and cash equivalents

     468       513  
                

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     6,936       (4,356 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

     4,514       9,412  
                

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ 11,450     $ 5,056  
                

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

    

Cash paid during the period for:

    

Interest

   $ 8,706     $ 10,557  
                

Income taxes

   $ 657     $ 336  
                

NON-CASH FINANCING AND INVESTING ACTIVITIES:

    

Accrued purchases of property and equipment

   $ 324     $ —    
                

Unrealized loss on marketable securities

   $ 93     $ —    
                

See Notes to Unaudited Consolidated Financial Statements

 

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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. GENERAL

The accompanying unaudited consolidated financial statements of Perry Ellis International, Inc. and subsidiaries (“Perry Ellis” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the requirements of the Securities and Exchange Commission on Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and changes in cash flows required by GAAP. These consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2007.

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

 

2. RECENT ACCOUNTING PRONOUNCEMENTS

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

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

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

The adoption of FIN 48 did not have a material effect on the consolidated financial position or results of operations. The Company has a $2.7 million liability recorded for unrecognized tax benefits as of February 1, 2007, which includes interest and penalties of $0.3 million. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in tax expenses. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $2.7 million, which includes interest and penalties of $0.3 million. The Company does not currently anticipate that the total amount of unrecognized tax benefits will significantly increase or decrease within the next twelve months. There were no significant changes to any of these amounts during the first quarter of 2008.

 

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Table of Contents

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of SFAS No. 157 is not expected to have a material impact on the results of operations or the financial position of the Company.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” which provides reporting entities an option to report selected financial assets, including investment securities designated as available for sale, and liabilities, including most insurance contracts, at fair value. SFAS No. 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The standard also requires additional information to aid financial statement users’ understanding of a reporting entity’s choice to use fair value on its earnings and also requires entities to display on the face of the balance sheet the fair value of those assets and liabilities for which the reporting entity has chosen to measure at fair value. SFAS No. 159 is effective as of the beginning of a reporting entity’s first fiscal year beginning after November 15, 2007. Because application of the standard is optional, any impacts are limited to those financial assets and liabilities to which SFAS No. 159 would be applied, which has yet to be determined.

 

3. STOCKHOLDERS’ EQUITY

On November 21, 2006, the Company declared a 3-for-2 stock split effected in the form of a stock dividend payable on December 29, 2006 to stockholders of record as of December 12, 2006. All references to prior years’ stock and earnings per share data in this report have been restated to give effect to the stock dividend.

 

4. INVENTORIES

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

Inventories consisted of the following as of:

 

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

Finished goods

   $ 149,131    $ 135,805

Raw materials and in process

     2,539      3,885
             

Total

   $ 151,670    $ 139,690
             

 

5. MARKETABLE SECURITIES

During fiscal 2007, the Company purchased 369,700 common shares in the open market of a current licensee for approximately $2.6 million. At April 30, 2007, the fair value of the securities was approximately $2.4 million. The unrealized gross loss of approximately $86,000, net of taxes, is included in accumulated other comprehensive income.

 

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Table of Contents
6. LETTER OF CREDIT FACILITIES

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

 

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

Total letter of credit facilities

   $ 164,106     $ 163,760  

Outstanding letters of credit

     (40,221 )     (61,143 )
                

Total credit available

   $ 123,885     $ 102,617  
                

 

7. ADVERTISING AND RELATED COSTS

The Company’s accounting policy relating to advertising and related costs is to expense these costs in the period incurred. Advertising and related costs were approximately $5.9 million and $6.1 million for the three months ended April 30, 2007 and 2006, respectively, and are included in selling, general and administrative expenses.

 

8. UNEARNED REVENUE

During the first quarter, the Company collected approximately $21 million in unearned royalty income and unearned advertising reimbursements on certain royalty licenses. These amounts will be recognized over the life of their respective licenses. As of April 30, 2007 the short term portions of approximately $ 1.5 million and $ 1.3 million are included in unearned revenues and accrued expenses and other liabilities, respectively. The long term portion of approximately $ 17.5 million is included in unearned revenues and other liabilities.

 

9. NET INCOME PER SHARE

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

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

 

     (in thousands, except per share data)
Three Months Ended April 30,
     2007    2006

Numerator:

     

Net income

   $ 9,512    $ 5,914

Denominator:

     

Basic income per share—weighted average shares

     14,660      14,411

Dilutive effect: stock options

     1,313      735
             

Diluted income per share—weighted average shares

     15,973      15,146
             

Basic income per share

   $ 0.65    $ 0.41
             

Diluted income per share

   $ 0.60    $ 0.39
             

Antidilutive effect: stock options (1)

     87      276
             

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

 

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All prior year amounts have been restated to give affect to the 3-for-2 stock split distributed during December 2006. See footnote 3 to the unaudited condensed consolidated financial statements for further information.

 

10. COMPREHENSIVE INCOME

For the three months ended April 30, 2007 and 2006, comprehensive income was $9.9 million and $6.4 million, respectively. For the three months ended April 30, 2007 and 2006, comprehensive income was comprised of net operating results in the amount of $9.5 million and $5.9 million, the effect of foreign currency translation in the amount of $0.5 million and $0.5 million, respectively, and unrealized loss on marketable securities in the amount of $93,000, for the three months ended April 30, 2007. Comprehensive income is reflected in stockholders’ equity.

 

11. SEGMENT INFORMATION

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

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

 

     (in thousands)
     Three Months Ended April 30,
     2007    2006

Revenues:

     

Product

   $ 222,619    $ 208,254

Licensing

     6,151      5,744
             

Total Revenues

   $ 228,770    $ 213,998
             

Operating Income:

     

Product

   $ 16,211    $ 15,168

Licensing

     4,058      2,775
             

Total Operating Income

   $ 20,269    $ 17,943
             

 

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12. BENEFIT PLANS

The Company sponsors a qualified pension plan. The following table provides the components of net benefit cost for the plan during the first quarter of fiscal 2007 and 2006:

 

     Three Months Ended April 30,  
     2007     2006  
     (in thousands)  

Service cost

   $ 63     $ 63  

Interest cost

     577       739  

Expected return on plan assets

     (729 )     (880 )

Amortization of net gain

     (37 )     —    
                

Net periodic benefit cost

   $ (126 )   $ (78 )
                

The Company expects no contributions to the pension plan during fiscal 2008.

 

13. $57 MILLION SENIOR SECURED NOTES PAYABLE

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

 

14. CONSOLIDATING CONDENSED FINANCIAL STATEMENTS

The Company and several of its subsidiaries (the “Guarantors”) have fully and unconditionally guaranteed the senior subordinated notes on a joint and several basis. The following are consolidating condensed financial statements, which present, in separate columns: Perry Ellis International, Inc., (Parent Only) the Guarantors on a combined, or where appropriate, consolidated basis, and the Non-Guarantors on a consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of April 30, 2007 and January 31, 2007, and for the three months ended April 30, 2007 and 2006. The combined Guarantors are wholly owned subsidiaries of Perry Ellis International, Inc., and have fully and unconditionally guaranteed the senior subordinated notes payable on a joint and several basis. The Company has not presented separate financial statements and other disclosures concerning the combined Guarantors because management has determined that such information is not material to investors.

 

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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

AS OF APRIL 30, 2007

(amounts in thousands)

 

     Parent Only     Guarantors     Non-Guarantors    Eliminations     Consolidated

ASSETS

           

Current Assets:

           

Cash and cash equivalents

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

Accounts receivable, net

     949       150,994       15,301      —         167,244

Intercompany receivable—Guarantors

     59,713       271,167       566      (331,446 )     —  

Intercompany receivable—Non Guarantors

     —         13,393       144      (13,537 )     —  

Inventories

     —         141,924       9,746      —         151,670

Other current assets

     5,090       10,971       838      —         16,899
                                     

Total current assets

     63,550       596,594       32,102      (344,983 )   $ 347,263

Property and equipment, net

     17,308       51,133       3,897      —         72,338

Intangible assets, net

     —         147,372       45,284      —         192,656

Investment in subsidiaries

     254,707       11,305       —        (266,012 )     —  

Other assets

     4,877       10,829       58      (3,907 )     11,857
                                     

TOTAL

   $ 340,442     $ 817,233     $ 81,341    $ (614,902 )   $ 624,114
                                     

LIABILITIES & STOCKHOLDERS’ EQUITY

           

Current Liabilities:

           

Accounts payable, accrued expenses and other current liabilities

   $ 8,766     $ 58,719     $ 11,187    $ (3,908 )   $ 74,764

Intercompany payable—Parent

     (169,308 )     590,333       12,556      (433,581 )     —  
                                     

Total current liabilities

     (160,542 )     649,052       23,743      (437,489 )     74,764
                                     

Notes payable and senior credit facility

     243,426       (25,978 )     —        —         217,448

Unearned revenues and other long term liabilities

     196       57,762       14,073      —         72,031
                                     

Total long-term liabilities

     243,622       31,784       14,073      —         289,479
                                     

Total liabilities

     83,080       680,836       37,816      (437,489 )     364,243
                                     

Minority interest

     —         —         2,509      —         2,509
                                     

Stockholders’ equity

     257,362       136,397       41,016      (177,413 )     257,362
                                     

TOTAL

   $ 340,442     $ 817,233     $ 81,341    $ (614,902 )   $ 624,114
                                     

 

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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS (UNAUDITED)

AS OF JANUARY 31, 2007

(amounts in thousands)

 

     Parent Only     Guarantors     Non-Guarantors     Eliminations     Consolidated

ASSETS

          

Current Assets:

          

Cash and cash equivalents

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

Accounts receivable, net

     952       143,107       13,361       —         157,420

Intercompany receivable—Guarantors

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

Intercompany receivable—Non Guarantors

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

Inventories

     —         130,934       8,756       —         139,690

Other current assets

     5,570       6,840       562       —         12,972
                                      

Total current assets

     68,752       567,953       29,093       (351,202 )     314,596

Property and equipment, net

     17,723       50,454       3,812       —         71,989

Intangible assets, net

     —         147,372       45,284       —         192,656

Investment in subsidiaries

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

Other assets

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

TOTAL

   $ 336,623     $ 789,320     $ 78,247     $ (610,984 )   $ 593,206
                                      

LIABILITIES & STOCKHOLDERS’ EQUITY

          

Current Liabilities:

          

Accounts payable, accrued expenses and other current liabilities

   $ 15,565     $ 65,237     $ 8,020     $ (3,908 )   $ 84,914

Intercompany payable—Parent

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

Total current liabilities

     (153,646 )     644,932       37,907       (444,279 )     84,914
                                      

Notes payable and senior credit facility

     243,385       (32,959 )     —         —         210,426

Unearned revenue and other long term liabilities

     250       47,462       1,158       —         48,870
                                      

Total long-term liabilities

     243,635       14,503       1,158       —         259,296
                                      

Total liabilities

     89,989       659,435       39,065       (444,279 )     344,210
                                      

Minority interest

     —         —         2,362       —         2,362
                                      

Stockholders’ equity

     246,634       129,885       36,820       (166,705 )     246,634
                                      

TOTAL

   $ 336,623     $ 789,320     $ 78,247     $ (610,984 )   $ 593,206
                                      

 

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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED APRIL 30, 2007

(amounts in thousands)

 

     Parent Only    Guarantors    Non-
Guarantors
   Eliminations     Consolidated

Revenue

   $ —      $ 210,777    $ 17,993    $ —       $ 228,770

Gross profit

     —        68,151      9,639      —         77,790

Operating income

     —        16,035      4,234      —         20,269

Interest, minority interest and income taxes

     4      10,144      609      —         10,757

Equity in earnings of subsidiaries, net

     9,516      621      —        (10,137 )     —  

Net income

     9,512      6,512      3,625      (10,137 )     9,512

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (UNAUDITED)

FOR THE THREE MONTHS ENDED APRIL 30, 2006

(amounts in thousands)

 

     Parent Only     Guarantors    Non-
Guarantors
   Eliminations     Consolidated

Revenue

   $ —       $ 198,419    $ 15,579    $ —       $ 213,998

Gross profit

     (69 )     62,036      8,482      —         70,449

Operating income

     (74 )     14,978      3,039      —         17,943

Costs on early extinguishment of debt

     —         2,963      —        —         2,963

Interest, minority interest and income taxes

     (22 )     8,109      979      —         9,066

Equity in earnings of subsidiaries, net

     5,966       410      —        (6,376 )     —  

Net income

     5,914       4,316      2,060      (6,376 )     5,914

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED APRIL 30, 2007

(amounts in thousands)

 

     Parent Only     Guarantors     Non-
Guarantors
    Eliminations     Consolidated  

Net cash provided by (used in) operating activities

   $ 546     $ 1,619     $ (814 )   $ 571     $ 1,922  

Net cash provided by (used in) investing activities

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

Net cash provided by (used in) financing activities

     509       6,878       (20 )     —         7,367  

Effect of exchange rate changes on cash and cash equivalents

     468       —         571       (571 )     468  

Net (increase) decrease in cash and cash equivalents

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

Cash and cash equivalents at beginning of period

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

Cash and cash equivalents at end of period

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

 

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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED APRIL 30, 2006

(amounts in thousands)

 

     Parent Only     Guarantors     Non-
Guarantors
    Eliminations     Consolidated  

Net cash (used in) provided by operating activities

   $ (7,195 )   $ (4,967 )   $ (790 )   $ 502     $ (12,450 )

Net cash used in investing activities

     (742 )     (1,069 )     (138 )     —         (1,949 )

Net cash provided by (used in) financing activities

     131       9,421       (22 )     —         9,530  

Effect of exchange rate changes on cash and cash equivalents

     513       (12 )     514       (502 )     513  

Net (increase) decrease in cash and cash equivalents

     (7,293 )     3,373       (436 )     —         (4,356 )

Cash and cash equivalents at beginning of period

     6       3,568       5,838       —         9,412  

Cash and cash equivalents at end of period

     (7,287 )     6,941       5,402       —         5,056  

 

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

Unless the context otherwise requires, all references to “Perry Ellis,” the “Company,” “we,” “us” or “our” include Perry Ellis International, Inc. and its subsidiaries. This management’s discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended January 31, 2007.

Forward–Looking Statements

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

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

 

   

general economic conditions,

 

   

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

 

   

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

 

   

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

 

   

our ability to contain costs,

 

   

disruptions in the supply chain,

 

   

our future capital needs and our ability to obtain financing,

 

   

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

 

   

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

 

   

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

 

   

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

 

   

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

 

   

the level of consumer spending for apparel and other merchandise,

 

   

our ability to compete,

 

   

exposure to foreign currency risk and interest rate risk,

 

   

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

 

   

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

 

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

Critical Accounting Policies

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

Results of Operations

The following is a discussion of the results of operations for the first quarter of the fiscal year ending January 31, 2008 (“fiscal 2008”) compared with the first quarter of the fiscal year ended January 31, 2007 (“fiscal 2007”).

Results of Operations – First Quarter of fiscal 2008 compared with First Quarter of fiscal 2007.

Net sales. Net sales in the first quarter of fiscal 2008 were $222.6 million, an increase of $14.3 million, or 6.9%, from $208.3 million in the first quarter of fiscal 2007. This increase was primarily driven by several of our growth platforms—golf lifestyle, swimwear/action sports, direct retail and international. This increase was partially offset by the effect of the anticipated shift in the retail calendar that moved certain shipments from April into May, thus slightly impacting revenue growth during the first quarter of fiscal 2008.

Royalty income. Royalty income for the first quarter of fiscal 2008 was $6.2 million, an increase of $0.5 million, or 8.8%, from $5.7 million for the first quarter of fiscal 2007. The increase was due primarily to the benefit of new licenses added during fiscal 2007, including the Perry Ellis fragrance license.

Gross profit. Gross profit was $77.8 million in the first quarter of fiscal 2008, as compared to $70.4 million in the first quarter of fiscal 2007, an increase of 10.5%. As a percentage of total revenue, gross profit margins were 34.0% in the first quarter of fiscal 2008 as compared to 32.9% in the first quarter of fiscal 2007. The improvement in the gross profit percentage came from improved wholesale margins, as well as the impact of higher royalty income.

Wholesale gross profit margins (which exclude the impact of royalty income) were 32.2% in the first quarter of fiscal 2008, as compared to 31.1% in the first quarter of fiscal 2007, with this improvement primarily attributable to improved margin performance including Perry Ellis, international and direct to consumer business, as well as the impact of the increase in higher margin swimwear sales as a percentage of our total revenues due to the seasonality of this business.

 

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Selling, general and administrative expenses. Selling, general and administrative expenses during the first quarter of fiscal 2008 were $54.6 million, an increase of $4.8 million, or 9.6%, from $49.8 million in the first quarter of fiscal 2007. As a percentage of total revenue, selling, general and administrative expenses were 23.9% in the first quarter of fiscal 2008 as compared to 23.3% in the first quarter of fiscal 2007. As a percentage of total revenue this slight increase was in line with our anticipated results. The increase in selling, general and administrative expenses, on a dollar basis, is attributed to additional costs incurred related to our recently established Seattle based outerwear operations and increased costs from our swimwear growth, including the addition of the JAG swimwear brand.

Depreciation and amortization. Depreciation and amortization during the first quarter of fiscal 2008 was $2.9 million, an increase of $0.2 million, or 7.4%, from $2.7 million in the first quarter of fiscal 2007. The increase is primarily due an increase in property and equipment purchased during the second half of fiscal 2007.

Interest expense. Interest expense in the first quarter of fiscal 2008 was $5.2 million, a decrease of $0.7 million, or 11.9%, from $5.9 million in the first quarter of fiscal 2007. The overall decrease in interest expense is primarily attributable to the reduction of debt by $26 million during the first quarter of fiscal 2008 as compared to the first quarter of fiscal 2007, the impact of the elimination of our senior subordinated notes in March 2006 and the impact of the lower rate $15 million mortgage loan obtained during June 2006.

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

Income taxes. Income taxes in the first quarter of fiscal 2008 were $5.4 million, a $2.2 million increase as compared to $3.2 million for the first quarter of fiscal 2007. For the first quarter of fiscal 2008, our effective tax rate was 35.7% as compared to 34.9% in the first quarter of fiscal 2007, due to a slight adjustment of our Federal net operating losses and the associated deferred tax asset, during the first quarter of fiscal 2008.

Net income. Net income in the first quarter of fiscal 2008 was $9.5 million, an increase of $3.6 million, or 61.0%, as compared to net income of $5.9 million in the first quarter of fiscal 2007. The increase in net income was due to the changes described above.

Liquidity and Capital Resources

We rely primarily upon cash flow from operations and borrowings under our senior credit facility and letter of credit facilities to finance our operations, acquisitions and capital expenditures. We believe that as a result of the growth in our business, our working capital requirements will increase. As of April 30, 2007, our total working capital was $272.5 million as compared to $229.7 million as of January 31, 2007. We believe that our cash flows from operations and borrowings under our senior credit facility and letter of credit facilities are sufficient to meet our working capital needs. We also believe that our real estate assets which have a net book value of $29 million at April 30, 2007, have a substantially higher market value of approximately $50 million. These real estate assets provide us with additional capital resources. Additional borrowings against these real estate assets, however, would be subject to certain loan to value criteria established by lending institutions. Currently we have mortgage loans on these properties totaling $27.0 million.

Net cash provided by operating activities was $1.9 million in the first quarter of fiscal 2008 as compared to cash used in operating activities of $12.5 million in the first quarter of fiscal 2007. The change of $14.4 million in the level of cash from operating activities

 

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in the first quarter of 2008 as compared to the first quarter of 2007 is primarily attributable to an increase in accounts receivable and inventories, a reduction of our accounts payable, accrued expenses and accrued interest payable, offset by the increase of $18.7 million in unearned revenues.

Net cash used in investing activities was $2.8 million in the first quarter of fiscal 2008, which reflects additions to property and equipment, as compared to $1.9 million in the first quarter of fiscal 2007. We anticipate capital expenditures of $15 million to $16 million during fiscal 2008.

Net cash provided by financing activities in the first quarter of fiscal 2008 was $7.4 million, which primarily reflects the net proceeds from our senior credit facility of $7.0 million, as compared to net proceeds from our senior credit facility of $68.5 million during the first quarter of fiscal 2007, which were used primarily for the payments of $58.4 million and $0.6 million on our senior secured notes and termination of swap agreements, respectively.

Senior Credit Facility

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

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

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

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

 

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

Letter of Credit Facilities

As of April 30, 2007, we maintained six U.S. dollar letter of credit facilities totaling $160.0 million, one letter of credit facility totaling $3.4 million utilized by our Canadian joint venture, and one letter of credit facility totaling $0.7 million utilized by our United Kingdom subsidiary. Each letter of credit is secured primarily by the consignment of merchandise in transit under that letter of credit and certain subordinated liens on our assets. As of April 30, 2007, there was $123.9 million available under existing letter of credit facilities.

$57 Million Senior Secured Notes Payable

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

$150 Million Senior Subordinated Notes Payable

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

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

Real Estate Mortgage Loans

In fiscal 2003, we acquired our main administrative office, warehouse and distribution facility in Miami and partially financed the acquisition of the facility with an $11.6 million mortgage loan. The real estate mortgage loan contains certain covenants. We are currently in compliance with all of our covenants under the real estate mortgage loan. We could be materially harmed if we violate any covenants because the lender under the real estate mortgage could declare all amounts outstanding thereunder to be immediately due and payable, which we may not be able to satisfy. In addition, a violation could constitute a cross-default under our senior credit

 

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facility, the letter of credit facilities and indenture relating to our senior subordinated notes resulting in all our of debt obligations becoming immediately due and payable, which we may not be able to satisfy. The mortgage loan matures on August 1, 2009. Interest is fixed at 7.123%

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

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

Off-Balance Sheet Arrangements

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

Effects of Inflation and Foreign Currency Fluctuations

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

 

Item 3: Quantitative and Qualitative Disclosures about Market Risks

The market risk inherent in our financial statements represents the potential changes in the fair value, earnings or cash flows arising from changes in interest rates. We manage this exposure through regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. Our policy allows the use of derivative financial instruments for identifiable market risk exposure, including interest rate. Our significant derivative financial contracts are discussed below.

Derivatives on $57 Million Senior Secured Notes Payable

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

We also had an interest rate cap agreement (the “$57 million Cap Agreement”) for an aggregate notional amount of $57 million associated with the 9 1/2% senior secured notes. In March 2006, we terminated the $57 million Cap Agreement. The $57 million Cap Agreement capped the interest rate on the senior secured notes at 10%. The $57 million Cap Agreement did not qualify for hedge accounting treatment, resulting in a $30,000 decrease of recorded interest expense on the unaudited condensed consolidated statement of income for the three months ended April 30, 2006.

 

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Other

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

 

Item 4: Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, our Chairman of the Board and Chief Executive Officer and our Chief Financial Officer concluded that both our disclosure controls and procedures and our internal controls and procedures were effective as of April 30, 2007 in timely alerting them to material information required to be included in our periodic SEC filings and that information required to be disclosed by us in these periodic filings was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that our internal controls were effective as of April 30, 2007 to provide reasonable assurance that our financial statements were fairly presented in conformity with generally accepted accounting principles.

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

PART II: OTHER INFORMATION

 

ITEM 6. Exhibits

 

Exhibit
Number

  

Description

31.1

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

31.2

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

32.1

   Certification of Chief Executive Officer pursuant to Section 1350.

32.2

   Certification of Chief Financial Officer pursuant to Section 1350.

 

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SIGNATURE

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

 

  Perry Ellis International, Inc.
Date: June 8, 2007   By:  

/S/ GEORGE PITA

    George Pita, Chief Financial Officer

 

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Exhibit Index

 

Exhibit
Number
  

Description

31.1    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
32.1    Certification of Chief Executive Officer pursuant to Section 1350.
32.2    Certification of Chief Financial Officer pursuant to Section 1350.

 

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