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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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 15,727,000~~is15,613,000 (as of ~~September 4, 2014)~~June 04, 2015).


							May 2,			January 31,
	August 2, 2014			February 1, 2014			2015			2015
ASSETS
Current Assets:
Cash and cash equivalents	$	49,218		$	26,989		$	18,736		$	43,547
Accounts receivable, net		110,532			146,392			180,992			137,432
Inventories		174,507			206,602			153,495			183,734
Investments, at fair value		23,955			15,398			14,009			19,996
Deferred income taxes		15,358			14,060			741			725
Prepaid income taxes		7,346			7,579			5,451			6,384
Prepaid expenses and other current assets		9,550			7,369			6,359			7,124

Total current assets		390,466			424,389			379,783			398,942

Property and equipment, net		61,632			59,912			64,723			64,633
Other intangible assets, net		210,660			211,485			206,781			210,201
Goodwill		6,022			6,022			6,022			6,022
Other assets		5,757			4,927			5,506			5,191

TOTAL	$	674,537		$	706,735		$	662,815		$	684,989

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	76,520		$	112,442		$	70,830		$	117,789
Accrued expenses and other liabilities		22,643			24,642			27,372			22,355
Accrued interest payable		3,990			4,095			1,037			4,045
Unearned revenues		5,257			5,013			5,265			4,856
Deferred pension obligation								8,985			8,930
Deferred income taxes								797			797

Total current liabilities		108,410			146,192			114,286			158,772

Senior subordinated notes payable, net		150,000			150,000			150,000			150,000
Senior credit facility		—			8,162			9,670			—
Real estate mortgages		22,461			22,844			21,882			22,109
Deferred pension obligation		8,690			9,862
Unearned revenues and other long-term liabilities		16,248			14,732			14,707			15,009
Deferred income taxes		11,332			7,410			38,881			37,082

Total long-term liabilities		208,731			213,010			235,140			224,200

Total liabilities		317,141			359,202			349,426			382,972

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; 16,116,003 shares issued and outstanding as of August 2, 2014 and 15,901,956 shares issued and outstanding as of February 1, 2014		161			159
Common stock $.01 par value; 100,000,000 shares authorized; 16,126,491 shares issued and outstanding as of May 2, 2015 and 16,128,775 shares issued and outstanding as of January 31, 2015								161			161
Additional paid-in-capital		158,412			155,522			162,231			161,336
Retained earnings		212,436			206,277			178,513			169,102
Accumulated other comprehensive loss		(6,656	)		(7,468	)		(11,786	)		(12,852	)

Total		364,353			354,490			329,119			317,747
Treasury stock at cost; 400,516 as of August 2, 2014 and February 1, 2014		(6,957	)		(6,957	)
Treasury stock at cost; 770,753 as of May 2, 2015 and 770,753 shares as of January 31, 2015								(15,730	)		(15,730	)

Total equity		357,396			347,533			313,389			302,017

TOTAL	$	674,537		$	706,735		$	662,815		$	684,989


											Three Months Ended
	Three Months Ended						Six Months Ended				May 2,			May 3,
	August 2, 2014			August 3, 2013			August 2, 2014		August 3, 2013		2015			2014
Revenues:
Net sales	$	196,010		$	204,492		$	445,926	$	459,976	$	258,257		$	249,916
Royalty income		7,522			7,213			14,920		14,048		8,157			7,398

Total revenues		203,532			211,705			460,846		474,024		266,414			257,314
Cost of sales		133,068			143,159			302,717		316,797		176,314			169,649

Gross profit		70,464			68,546			158,129		157,227		90,100			87,665

Operating expenses:
Selling, general and administrative expenses		66,858			66,521			136,568		137,190		69,608			69,710
Depreciation and amortization		2,988			3,010			5,968		5,802		3,322			2,980

Total operating expenses		69,846			69,531			142,536		142,992		72,930			72,690
Gain on sale of long-lived assets		885			—			885		6,270
Loss on sale of long-lived assets												(697	)		—

Operating income (loss)		1,503			(985	)		16,478		20,505
Operating income												16,473			14,975
Interest expense		3,605			3,722			7,321		7,525		3,627			3,716

Net (loss) income before income taxes		(2,102	)		(4,707	)		9,157		12,980
Income tax (benefit) provision		(486	)		(1,877	)		2,998		4,490
Net income before income taxes												12,846			11,259
Income tax provision												3,435			3,484

Net (loss) income	$	(1,616	)	$	(2,830	)	$	6,159	$	8,490
Net income											$	9,411		$	7,775

Net (loss) income per share:
Net income per share:
Basic	$	(0.11	)	$	(0.19	)	$	0.41	$	0.56	$	0.64		$	0.53

Diluted	$	(0.11	)	$	(0.19	)	$	0.41	$	0.55	$	0.62		$	0.52

Weighted average number of shares outstanding
Basic		14,906			15,112			14,844		15,068		14,649			14,782
Diluted		14,906			15,112			15,142		15,406		15,161			15,010


							Three Months Ended
	Six Months Ended						May 2,			May 3,
	August 2, 2014			August 3, 2013			2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	6,159		$	8,490		$	9,411		$	7,775
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		6,280			6,081			3,482			3,134
Provision for bad debts		253			(248	)		250			299
Amortization of debt issue cost		320			351			163			158
Amortization of premiums and discounts		223			31			54			127
Amortization of unrealized loss on pension liability		260			266			135			130
Deferred income taxes		2,523			4,115			1,783			3,270
Gain on sale of long-lived assets		(885	)		(6,270	)
Share-based compensation		3,114			2,522			1,049			1,508
Changes in operating assets and liabilities:
Loss on sale of long-lived assets								697			—
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable, net		36,277			33,677			(43,443	)		(36,595	)
Inventories		32,603			3,599			30,553			29,942
Prepaid income taxes		245			(1,950	)		908			337
Prepaid expenses and other current assets		(2,166	)		(409	)		773			(599	)
Other assets		(150	)		89			92			(11	)
Deferred pension obligation		(1,172	)		(1,507	)
Accounts payable and accrued expenses		(38,636	)		(35,656	)		(42,726	)		(55,191	)
Accrued interest payable		(105	)		(5	)		(3,008	)		(3,059	)
Unearned revenues and other liabilities		1,835			875			104			2,059
Deferred pension obligation								55			(591	)

Net cash provided by operating activities		46,978			14,051
Net cash used in operating activities								(39,668	)		(47,307	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(7,323	)		(14,587	)		(3,319	)		(3,050	)
Purchase of investments		(22,897	)		—			(2,640	)		(15,387	)
Proceeds from investment maturities		14,160			—
Proceeds from investments maturities								8,580			9,490
Proceeds on sale of intangible assets		—			4,875			2,500			—

Net cash used in investing activities		(16,060	)		(9,712	)
Net cash provided by (used in) investing activities								5,121			(8,947	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from senior credit facility		159,402			214,131			90,036			110,991
Payments on senior credit facility		(167,564	)		(214,131	)		(80,366	)		(54,586	)
Payments on real estate mortgages		(396	)		(403	)		(206	)		(200	)
Payments on capital leases		(150	)		(157	)		(77	)		(75	)
Deferred financing fees		—			(25	)		(569	)		—
Proceeds from exercise of stock options		197			124			114			—
Tax benefit from exercise of equity instruments		(144	)		96			396			(95	)

Net cash used in financing activities		(8,655	)		(365	)
Net cash provided by financing activities								9,328			56,035

Effect of exchange rate changes on cash and cash equivalents		(34	)		(174	)		408			(161	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		22,229			3,800
NET DECREASE IN CASH AND CASH EQUIVALENTS								(24,811	)		(380	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		26,989			54,957			43,547			26,989

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	49,218		$	58,757		$	18,736		$	26,609


					Three Months Ended
	Six Months Ended				May 2,		May 3,
	August 2, 2014		August 3, 2013		2015		2014
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	6,883	$	7,149	$	6,418	$	6,490

Income taxes	$	464	$	1,432	$	57	$	287

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Accrued purchases of property and equipment	$	168	$	80	$	—	$	4

Note receivable on sale of intangible asset	$	1,250	$	—

The accompanying unaudited condensed consolidated financial statements of Perry Ellis International, Inc. and subsidiaries (“Perry Ellis” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the requirements of the Securities and Exchange Commission on Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and changes in cash flows required by GAAP for annual financial statements. These condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended ~~February 1, 2014,~~January 31, 2015, filed with the Securities and Exchange Commission on April ~~15, 2014.~~14, 2015.

The information presented reflects all adjustments, which are in the opinion of management 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.

In ~~March 2013,~~April 2014, the Financial Accounting Standards Board (“FASB”) issued ~~ASU No. 2013-05,~~~~“Foreign Currency Matters.”~~Accounting Standards Update (“ASU”) No. 2013-05 indicates that a cumulative translation adjustment (“CTA”) is attached to the parent’s investment in a foreign entity and should be released in a manner consistent with the derecognition guidance on investments in entities. Thus, the entire amount of the CTA associated with the foreign entity would be released when there has been a sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity, loss of a controlling financial interest in an investment in a foreign entity (i.e., the foreign entity is deconsolidated), or step acquisition for a foreign entity (i.e., when an entity has changed from applying the equity method for an investment in a foreign entity to consolidating the foreign entity). ASU No. 2013-05 does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. ASU No. 2013-05 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU No. 2013-05 did not have a material impact on the Company’s results of operations or the Company’s financial position.

~~In July 2013, the FASB issued ASU No. 2013-11,~~~~“Income Taxes (Topic 740): Presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists.”~~ Under the amendments of this update an entity is required to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The provisions of this update are effective prospectively for the Company in fiscal years beginning after December 15, 2013, and for the interim periods within such fiscal years with early adoption and retrospective application permitted. The adoption of ASU No. 2013-11 did not have a material impact on the Company’s results of operations or the Company’s financial position.

~~In April 2014, the FASB issued ASU~~ No. 2014-08,“Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU No. 2014-08 amends the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The amendments require expanded disclosures for discontinued operations that would provide users of financial statements with more information about the assets, liabilities, revenues, and expenses of discontinued operations and disclosure of the pretax profit or loss of individually significant components of an entity that do not qualify for discontinued operations reporting. ASU No. 2014-08 is to be applied prospectively to all disposals (or classifications as held for sale) of components of an entity and all businesses or nonprofit activities that, on acquisition, are classified as held for sale that occur within fiscal years, and interim periods within those years, beginning after December 15, 2014. The adoption of ASU No. 2014-08 isdid not ~~expected to~~ have a material impact on the Company’s results of operations or the Company’s financial position.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” ASU No. 2014-09 clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP and International Financial Reporting Standards (“IFRS”) that removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU No. 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Companies can choose to apply the ASU using either the full retrospective approach or a modified retrospective approach. The Company is currently evaluating both methods of adoption and the impact, if any, that the adoption of this ASU will have on the Company’s results of operations or the Company’s financial position.

In June 2014, the FASB issued ASU No. 2014-12,“Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force).” ASU No. 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU No. 2014-12 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Earlier adoption is permitted. The amendments can be applied either prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards. The Company is currently evaluating both methods of adoption and the impact, if any, that the adoption of this ASU will have on the Company’s results of operations or the Company’s financial position.

In February 2015, the FASB issued ASU 2015-02, “Amendments to the Consolidation Analysis”, which changes the guidance for evaluating whether to consolidate certain legal entities. Specifically, the amendments modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities. Additionally, the amendments eliminate the presumption that a general partner should consolidate a limited partnership, as well as affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for periods beginning after December 15, 2015 and early adoption is permitted, including adoption during an interim period. Companies have an option of using either a full retrospective or modified retrospective adoption approach. The Company is currently evaluating the impact that the adoption of ASU 2015-02 will have on its consolidated financial statements.

In March 2015, the FASB issued ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30)”, which is simplifying the Presentation of Debt Issuance Costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for interim periods beginning after December 15, 2015. The Company expects the adoption of the standard will result in the presentation of debt issuance costs, which are currently included in other assets, in the condensed consolidated balance sheets, as a direct deduction from the carrying amount of the related debt instrument.


	August 2,			February 1,
	2014			2014			May 2, 2015			January 31, 2015
	(in thousands)						(in thousands)
Trade accounts	$	122,983		$	160,332		$	200,002		$	150,515
Royalties		3,282			5,998			4,579			6,662
Other receivables		2,645			1,483			958			1,034

Total		128,910			167,813			205,539			158,211
Less: allowances		(18,378	)		(21,421	)		(24,547	)		(20,779	)

Total	$	110,532		$	146,392		$	180,992		$	137,432

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


	August 2,		February 1,
	2014		2014		May 2, 2015		January 31, 2015
	(in thousands)				(in thousands)
Finished goods	$	174,177	$	205,971	$	153,198	$	183,468
Raw materials and in process		330		631		297		266

Total	$	174,507	$	206,602	$	153,495	$	183,734

The Company’s investments include marketable securities and certificates of deposit at ~~August~~May 2, ~~2014~~2015 and ~~February 1, 2014.~~January 31, 2015. Marketable securities are classified as available-for-sale and consist of corporate bonds with maturity dates less than two years. Certificates of deposit are classified as available-for-sale with ~~$5.9~~$6.2 million with maturity dates within one year or less and ~~$3.4~~$0.6 million with maturity dates over one year and less than two years. Investments are stated at fair value. The estimated fair value of the marketable securities is based on quoted prices in an active market (Level 1 fair value measures).


			Gross		Gross			Estimated
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)									(in thousands)
Marketable securities	$	14,616	$	6	$	(1	)	$	14,621	$	7,207	$	1	$	(1	)	$	7,207
Certificates of deposit		9,363		—		(29	)		9,334		6,802		1		(1	)		6,802

Total investments	$	23,979	$	6	$	(30	)	$	23,955	$	14,009	$	2	$	(2	)	$	14,009

Investments consisted of the following as of ~~February 1, 2014:~~January 31, 2015:


			Gross		Gross			Estimated
	Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)									(in thousands)
Marketable securities	$	10,636	$	1	$	(39	)	$	10,598	$	12,247	$	9		—		$	12,256
Certificates of deposit		4,801		2		(3	)		4,800		7,742		1		(3	)		7,740

Total investments	$	15,437	$	3	$	(42	)	$	15,398	$	19,989	$	10	$	(3	)	$	19,996


	May 2, 2015			January 31, 2015
	(in thousands)
Furniture, fixtures and equipment	$	80,890		$	79,225
Buildings and building improvements		19,880			19,719
Vehicles		560			569
Leasehold improvements		48,597			47,807
Land		9,488			9,488

Total		159,415			156,808
Less: accumulated depreciation and amortization		(94,692	)		(92,175	)

Total	$	64,723		$	64,633

The above table of property and equipment includes assets held under capital leases as of:


	August 2,			February 1,
	2014			2014			May 2, 2015			January 31, 2015
	(in thousands)						(in thousands)
Furniture, fixtures and equipment	$	888		$	938		$	888		$	888
Less: accumulated depreciation and amortization		(643	)		(543	)		(865	)		(791	)

Total	$	245		$	395		$	23		$	97

For the three months ended ~~August~~May 2, ~~2014~~2015 and ~~August~~May 3, ~~2013,~~2014, depreciation and amortization expense relating to property and equipment amounted to ~~$2.9 million. For the six months ended August 2, 2014 and August 3, 2013, depreciation and amortization expense relating to property and equipment amounted to $5.8~~$3.3 million and ~~$5.6~~$2.9 million, ~~respectively.~~respectively, for each of the periods. These amounts include amortization expense for leased property under capital leases.

Trademarks included in other intangible assets, net, are considered indefinite-lived assets and totaled $202.3 million at May 2, 2015 and $205.5 million ~~and $205.9 million~~ at ~~August 2, 2014 and February 1, 2014, respectively.~~January 31, 2015.

On ~~August 1, 2014,~~March 19, 2015, the Company entered into an agreement to sell the intellectual property of its C&C California brand to a third party. The sales ~~agreement, in~~price was $2.5 million, which was collected during the ~~amount~~first quarter of ~~$1.3 million, for the sale of Australian, Fiji and New Zealand trademark rights~~fiscal 2016. In connection with respect to Jantzen. Payments on the purchase price are due in five installments of $250,000 over a five year period. Interest on the purchase price that remains unpaid will accrue at a rate of 3.5% per annum calculated on an annual basis. The first payment is due within four days of the completion date and has been paid. The remaining four payments are to be paid annually commencing on August 1, 2015 with the final payment to be made on August 1, 2018. As a result of this transaction, the Company recorded a ~~gain~~loss of ~~$0.9 million in the licensing segment.~~

During the fourth quarter of fiscal 2013, the Company entered into a sales agreement, in the amount of $7.5 million, for certain Asian trademark rights with respect to John Henry. This transaction closed in the first quarter of fiscal 2014. The Company collected proceeds of $4.9 million and $2.6 million during the first quarter of fiscal 2014 and the fourth quarter of fiscal 2013, respectively. As a result of this transaction, the Company recorded a gain of $6.3($0.7) million in the licensing segment.


	August 2,			February 1,
	2014			2014			May 2, 2015			January 31, 2015
	(in thousands)						(in thousands)
Customer lists	$	8,450		$	8,450		$	8,450		$	8,450
Less: accumulated amortization		(3,324	)		(2,863	)		(4,006	)		(3,782	)

Total	$	5,126		$	5,587		$	4,444		$	4,668

For the three months ended ~~August~~May 2, ~~2014~~2015 and ~~August~~May 3, ~~2013,~~2014, amortization expense relating to customer lists amounted to ~~$0.3~~approximately $0.2 million, respectively, for each of the periods. ~~For the six months ended August 2, 2014 and August 3, 2013, amortization expense relating to customer lists amounted to $0.5 million, for each period.~~ Other intangible assets are amortized over their estimated useful lives of 10 years. Assuming no impairment, the estimated amortization expense for future periods based on recorded amounts as of ~~August~~May 2, ~~2014,~~2015, will be approximately $0.9 million a year from fiscal ~~2015~~2016 through fiscal 2017, ~~and~~ approximately $0.8 million a year from fiscal 2018 through fiscal ~~2019.~~2019, approximately $0.7 million for fiscal 2020 and approximately $0.5 million for fiscal 2021.

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


	August 2,			February 1,
	2014			2014			May 2, 2015			January 31, 2015
	(in thousands)						(in thousands)
Total letter of credit facilities	$	45,337		$	45,329		$	30,305		$	45,301
Outstanding letters of credit		(11,595	)		(11,858	)		(11,595	)		(11,595	)

Total credit available	$	33,742		$	33,471		$	18,710		$	33,706

During the first quarter of fiscal 2016, a $15 million line of credit expired and was not renewed.

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 ~~$3.1~~$3.8 million and ~~$4.1~~$4.7 million for the three months ended ~~August~~May 2, ~~2014~~2015 and ~~August~~May 3, ~~2013, respectively, and $7.8 million and $8.7 million for the six months ended August 2,~~ 2014, ~~and August 3, 2013,~~ respectively, and are included in selling, general and administrative ~~expenses in the accompanying condensed consolidated statements of operations.~~expenses.

Basic net ~~(loss)~~ income per share is computed by dividing net ~~(loss)~~ income by the weighted average shares of outstanding common stock. The calculation of diluted net ~~(loss)~~ 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 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 ~~(loss)~~ income per share:


	Three Months Ended						Six Months Ended
	August 2,			August 3,			August 2,		August 3,		Three Months Ended
	2014			2013			2014		2013		May 2, 2015		May 3, 2014
	(in thousands, except per share data)										(in thousands, except per share data)
Numerator:
Net (loss) income	$	(1,616	)	$	(2,830	)	$	6,159	$	8,490
Net income											$	9,411	$	7,775

Denominator:
Basic-weighted average shares		14,906			15,112			14,844		15,068		14,649		14,782
Dilutive effect: equity awards		—			—			298		338		512		228

Diluted-weighted average shares		14,906			15,112			15,142		15,406		15,161		15,010

Basic (loss) income per share	$	(0.11	)	$	(0.19	)	$	0.41	$	0.56
Basic income per share											$	0.64	$	0.53

Diluted (loss) income per share	$	(0.11	)	$	(0.19	)	$	0.41	$	0.55
Diluted income per share											$	0.62	$	0.52

Antidilutive effect:⁽¹⁾		1,825			1,945			1,109		1,939		479		1,360


	Changes in Equity		Changes in Equity
	(in thousands)		(in thousands)
Equity at February 1, 2014	$	347,533
Equity at January 31, 2015			$	302,017

Comprehensive income		6,971		10,477
Share transactions under employee equity compensation plans		2,892		895

Equity at August 2, 2014	$	357,396
Equity at May 2, 2015			$	313,389

Equity at February 2, 2013	$	371,240
Equity at February 1, 2014			$	347,533

Comprehensive income		7,591		8,529
Share transactions under employee equity compensation plans		2,742		1,141

Equity at August 3, 2013	$	381,573
Equity at May 3, 2014			$	357,203


	Unrealized			Foreign			Unrealized						Unrealized (Loss) Gain on Pension Liability			Foreign Currency Translation Adjustments, Net			Unrealized Gain (Loss) on Investments			Total
	(Loss) Gain on			Currency Translation			(Loss) Gain on						(in thousands)
	Pension Liability			Adjustments, Net			Investments			Total
	(in thousands)
Balance, February 1, 2014	$	(5,866	)	$	(1,563	)	$	(39	)	$	(7,468	)
Balance, January 31, 2015													$	(8,085	)	$	(4,774	)	$	7		$	(12,852	)
Other comprehensive income before reclassifications		—			638			15			653			—			938			(7	)		931
Amounts reclassified from accumulated other comprehensive income		159			—			—			159			135			—			—			135

Balance, August 2, 2014	$	(5,707	)	$	(925	)	$	(24	)	$	(6,656	)
Balance, May 2, 2015													$	(7,950	)	$	(3,836	)	$	0		$	(11,786	)

A summary of the impact on the condensed consolidated ~~statements~~statement of ~~operations~~income line items is as follows:


	Three Months Ended					Three Months Ended
	August 2, 2014		August 3, 2013			May 2, 2015		May 3, 2014
	(in thousands)					(in thousands)
Amortization of defined benefit pension items
Actuarial gains	$	130	$	133	Selling, general and administrative expenses	$	135	$	130	Selling, general and administrative expenses
Tax provision		51		52	Income tax provision		—		50	Income tax provision

Total, net of tax	$	79	$	81		$	135	$	80


	Six Months Ended
	August 2, 2014		August 3, 2013
	(in thousands)
Amortization of defined benefit pension items
Actuarial gains	$	260	$	266	Selling, general and administrative expenses
Tax provision		101		104	Income tax provision

Total, net of tax	$	159	$	162

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 ~~2014~~2015 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 2005 through fiscal ~~2015,~~2016, depending on each state’s particular statute of limitation. As of ~~August~~May 2, ~~2014,~~2015, the fiscal 2011 and 2012 U.S. federal income tax ~~return is~~returns are under examination as well as various state, local, and foreign income tax returns by various taxing authorities.

The Company has a ~~$0.8~~$1.0 million liability recorded for unrecognized tax benefits as of ~~February 1, 2014,~~January 31, 2015, which includes interest and penalties of ~~$0.3~~$0.2 million. The Company recognizes interest and penalties accrued related to unrecognized tax benefits in income tax expense. All of the unrecognized tax benefits, if recognized, would affect the Company’s effective tax rate. During the three months ~~and six months~~ ended ~~August~~May 2, ~~2014,~~2015, the total amount of unrecognized tax benefits ~~decreased~~increased by approximately ~~$12,000 and $81,000, respectively.~~$118,000. The change to the total amount of the unrecognized tax benefit for the three ~~and six~~ months ended ~~August~~May 2, ~~2014~~2015 included an increase in interest and penalties of approximately ~~$6,000 and a decrease~~$20,000.

The Company expects to complete the ongoing examination with the state of ~~approximately $103,000, respectively.~~

New York within the next twelve months. The Company does not currently anticipate a resolution within the next twelve months for any of the remaining unrecognized tax benefits as of ~~August~~May 2, ~~2014. However, the~~2015. The statute of limitations related to the Company’s ~~2011~~fiscal 2011and 2012 U.S. federal tax ~~year will expire~~years has been extended as part of the examination and is not be expected to lapse within the next twelve months.

During the fourth quarter of fiscal 2015, the Company recognized a valuation allowance of $42.4 million against the remaining deferred tax assets, utilization of which is not restricted by factors beyond the Company’s control. The ~~lapse~~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. While the Company recognized pretax earnings in the ~~statute~~first quarter of ~~limitations would~~fiscal 2016, by itself that does not represent sufficient positive evidence that deferred tax asset will be ~~expected~~realized to ~~decrease~~warrant removing the valuation allowances established against the U.S. deferred tax ~~expense within~~assets. Deferred tax assets without valuation allowances remain in certain foreign tax jurisdictions, where supported by the ~~next twelve months. The expiration of the statute of limitations related to the Company’s 2011 U.S. federal tax year could result in a tax benefit of up to approximately $0.1 million.~~evidence.

During the ~~first and second quarters of fiscal~~three months ended May 2, 2015, the Company granted an aggregate of ~~240,852 and 12,504~~73,489 shares of restricted stock to certain key employees, which vest primarily over a three-year period, at an estimated value of ~~$3.6 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.~~

During the second quarter of fiscal 2015, the Company awarded to five directors an aggregate of 16,950 shares of restricted stock, which vest over a three year period at an estimated fair value of $0.3$1.8 million. This value is being recorded as compensation expense on a straight-line basis over the vesting period of the restricted stock.

Also, during the first and second quarters of fiscal 2015, the Company granted an aggregate of 5,883 and 5,157 SARs, to be settled in shares of common stock, to a director, respectively. The SARs have an exercise price of $15.49 and $17.71, respectively, generally vest over a three-year period and have a seven-year term. The total fair value of the SARs, based on the~~Black-Scholes~~ ~~Option Pricing Model, amounted to approximately $50,000 and $50,000, which is being recorded as compensation expense on a straight-line basis over the vesting period of each SAR.~~

In April ~~and May 2014,~~2015, a total of ~~42,132 and 1,000~~91,083 shares of restricted stock vested, of which ~~17,929 and 404~~27,325 shares were withheld to cover the employees’ statutory income tax ~~requirements, respectively.~~requirements. The estimated value of the withheld shares was ~~$0.3 million and $6,000, respectively.~~$0.7 million.

The Company has four reportable segments: Men’s Sportswear and Swim, Women’s Sportswear, Direct-to-Consumer and Licensing. The Men’s Sportswear and Swim and Women’s Sportswear segments derive revenues from the design, import and distribution of apparel to department stores and other retail outlets, principally throughout the United States. The Direct-to-Consumer segment derives its revenues from the sale of the Company’s branded and licensed products through its retail stores and e-commerce platform. The Licensing segment derives its revenues from royalties associated with the use of the Company’s brand names, principally Perry Ellis, Jantzen, John Henry, Original Penguin, Gotcha, Farah, Savane, Pro Player, Laundry, Manhattan and Munsingwear.

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

   Three Months Ended Six Months Ended
   August 2, August 3, August 2, August 3,
   2014 2013 2014 2013
   (in thousands)
Revenues:

Men’s Sportswear and Swim
   $ 147,175    $ 152,594    $ 342,174    $ 351,271
Women’s Sportswear
   26,240    32,326    60,727    72,120
Direct-to-Consumer
   22,595    19,572    43,025    36,585
Licensing
   7,522    7,213    14,920    14,048


Total revenues
   $ 203,532    $ 211,705    $ 460,846    $ 474,024


Depreciation and amortization:

Men’s Sportswear and Swim
   $ 1,564    $ 1,777    $ 3,198    $ 3,471
Women’s Sportswear
   496    425    957    825
Direct-to-Consumer
   889    777    1,735    1,438
Licensing
   39    31    78    68


Total depreciation and amortization
   $ 2,988    $ 3,010    $ 5,968    $ 5,802


Operating income (loss) :

Men’s Sportswear and Swim
   $ (1,779 ) $ (3,413 ) $ 9,254    $ 7,828
Women’s Sportswear
   (1,970 ) (864 ) (1,573 ) 699
Direct-to-Consumer
   (1,126 ) (2,412 ) (2,978 ) (5,265 )
Licensing⁽¹⁾
   6,378    5,704    11,775    17,243


Total operating income (loss)
   $ 1,503    $ (985 ) $ 16,478    $ 20,505
Total interest expense
   3,605    3,722    7,321    7,525


Total net (loss) income before income taxes
   $ (2,102 ) $ (4,707 ) $ 9,157    $ 12,980

The Company sponsors a qualified pension plan. The following table provides the components of net benefit cost for the plan during the first ~~three and six months~~quarter of fiscal ~~2015~~2016 and ~~2014:~~2015:


	Three Months Ended						Six Months Ended
	August 2,			August 3,			August 2,			August 3,			Three Months Ended
	2014			2013			2014			2013			May 2, 2015			May 3, 2014
	(in thousands)												(in thousands)
Service cost	$	63		$	63		$	126		$	126		$	63		$	63
Interest cost		433			406			866			812			337			433
Expected return on plan assets		(508	)		(555	)		(1,016	)		(1,110	)		(658	)		(508	)
Amortization of net loss		130			133			260			266
Amortization of net gain														135			130

Net periodic benefit cost	$	118		$	47		$	236		$	94
Net periodic benefit cost (income)													$	(123	)	$	118

On April 22, 2015, the Company amended and restated its existing senior credit facility (the “Credit Facility”), with Wells Fargo Bank, National Association, as agent for the lenders, and Bank of America, N.A., as syndication agent. The Credit Facility provides a revolving credit facility of up to an aggregate amount of $200 million. The Credit Facility has been extended through April 30, 2020 (“Maturity Date”). In connection with this amendment and restatement, the Company paid fees in the amount of $0.6 million. These fees will be amortized over the term of the credit facility as interest expense. At May 2, 2015, we had outstanding borrowings of $9.7 million under the Credit Facility. At January 31, 2015, the Company had no outstanding borrowings under the Credit Facility.

Certain Covenants. The Credit Facility contains certain financial and other covenants, which, among other things, require the Company to maintain a minimum fixed charge coverage ratio if availability falls below certain thresholds. The Company is not aware of any non-compliance with any of its covenants in this Credit Facility. These covenants may restrict its ability and the ability of its subsidiaries to, among other things, incur additional indebtedness and liens in certain circumstances, redeem or repurchase capital stock, make certain investments or sell assets. The Company may pay cash dividends subject to certain restrictions set forth in the covenants including, but not limited to, meeting a minimum excess availability threshold and no occurrence of a default. The Company could be materially harmed if it violates any covenants, as the lenders under the Credit Facility could declare all amounts outstanding, together with accrued interest, to be immediately due and payable. If the Company is unable to repay those amounts, the lenders could proceed against its assets and the assets of its subsidiaries that are borrowers or guarantors. In addition, a covenant violation that is not cured or waived by the lenders could also constitute a cross-default under certain of its other outstanding indebtedness, such as the indenture relating to its 7 7/8% senior subordinated notes due April 1, 2019, its letter of credit facilities, or its real estate mortgage loans. Such a cross-default could result in all of its debt obligations becoming immediately due and payable, which it may not be able to satisfy.

Borrowing Base. Borrowings under the Credit Facility are limited to a borrowing base calculation, which generally restricts the outstanding balance to the sum of (a) 87.5% of eligible receivables plus (b) 87.5% of eligible foreign accounts up to $1.5 million plus (c) the lesser of (i) the inventory loan limit, which equals 80% of the maximum credit under the Credit Facility at the time, (ii) a maximum of 70.0% of eligible finished goods inventory with an inventory limit not to exceed $125 million, or 90.0% of the net recovery percentage (as defined in the Credit Facility) of eligible inventory.

Interest. Interest on the outstanding principal balance drawn under the Credit Facility accrues at the prime rate and at the rate quoted by the agent for Eurodollar loans. The margin adjusts quarterly, in a range of 0.50% to 1.00% for prime rate loans and 1.50% to 2.00% for Eurodollar loans, based on the previous quarterly average of excess availability plus excess cash on the last day of the previous quarter.

Security. As security for the indebtedness under the Credit Facility, the Company granted to the lenders a first priority security interest (subject to liens permitted under the Credit Facility to be senior thereto) in substantially all of its existing and future assets, 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, and real estate but excluding its non-U.S. subsidiaries and all of its trademark portfolio.

Accounts receivable, accounts payable, accrued interest payable and accrued expenses. The carrying amounts reported in the consolidated balance sheets approximate fair value due to theshort-term nature of these instruments.

Investments. (classified within Level 1 of the valuation hierarchy) - The carrying amounts of the available-for-sale investments are measured at fair value on a recurring basis in the consolidated balance sheets.

Real estate mortgages. (classified within Level 2 of the valuation hierarchy)— - The carrying amounts of the real estate mortgages were approximately $23.0 million at May 2, 2015 and ~~$24.0 million at August 2, 2014 and February 1, 2014,~~January 31, 2015, respectively. The carrying values of the real estate mortgages at ~~August~~May 2, ~~2014~~2015 and ~~February 1, 2014~~January 31, 2015, approximate their fair ~~value~~values since they were recently entered into and thus the interest rates approximate market.

Senior credit facility. The carrying amount of the senior credit facility approximates fair value due to the frequent resets of its floating interest rate.

Senior subordinated notes payable. (classified within Level 1 of the valuation hierarchy)— - The carrying amounts of the 7⁷/₈% senior subordinated notes payable were approximately $150.0 million at ~~August~~May 2, ~~2014~~2015 and ~~February 1, 2014. As of August 2, 2014 and February 1, 2014, the~~January 31, 2015. The fair value of the 7⁷/₈% senior subordinated notes payable was ~~$155.1~~approximately $156.0 million and ~~$160.0~~$157.0 million as of May 2, 2015 and January 31, 2015, respectively, based on quoted market prices.

These estimated fair value amounts have been determined using available market information and appropriate valuation methods.

The Company leases approximately 66,000 square feet comprised of approximately 16,000 square feet for administrative offices, approximately 45,000 square feet for warehouse distribution and approximately 5,000 square feet for retail. These facilities, which are owned by the Company’s Chairman of the Board of Directors and Chief Executive Officer, were originally leased by the Company under a 10-year lease for the office space and a 10-year lease for the warehouse space. These facilities are in close proximity to the Company Headquarter. During fiscal 2015, the Company amended the leases to extend the term for 60 months, beginning July 1, 2014 and expiring June 30, 2019. Beginning July 1, 2014, the basic monthly rent will be $41,750 and will increase 3% on the first of each of the remaining 12-month periods during the extended term. The Company’s Governance Committee reviewed the terms of the lease extensions to ensure that they were reasonable and at market. This review included information from third party sources.

The Company is a defendant in Humberto Ordaz v. Perry Ellis International, Inc., Case No. BC490485 (Cal. Sup. Ct. 2012), involving claims for unpaid wages, missed breaks and related claims, which was originally filed on August 17, 2012 by a former employee in the Company’s California administrative offices. The lawsuit has been pleaded but not certified as a class action. Mediation has been scheduled for the third quarter of fiscal 2015, and formal discovery has been deferred until after the mediation. The Company believes that it has meritorious defenses to the claims alleged and is vigorously defending the matter.

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 on a combined, or where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of ~~August~~May 2, ~~2014~~2015 and ~~February 1, 2014~~January 31, 2015 and for the three ~~and six~~ months ended ~~August~~May 2, ~~2014~~2015 and ~~August~~May 3, ~~2013.~~2014. The combined Guarantors are 100% owned subsidiaries of Perry Ellis International, Inc., and have fully and unconditionally guaranteed the senior subordinated notes payable on a joint and several basis.

Subsequent to the issuance of the February 2, 2013 financial statements, the Company determined that the condensed consolidating guarantor financial statements required an adjustment relating to the cash flow classification of certain intercompany transactions between the parent and its affiliates. As a result, the condensed consolidating financial statements have been adjusted to correct prior year amounts in the Condensed Consolidated Statements of Cash Flows to reflect certain intercompany activities between the parent and its subsidiaries as cash flows from investing activities that had previously been reflected within cash flows from financing activities.

The effect on the condensed consolidating statement of cash flows as a result of the adjustment in intercompany activities is a decrease of approximately ($1.4) million in net cash from financing activities in the parent only column for the six months ended August 3, 2013, respectively, with a corresponding change to the net cash from investing activity in the parent only column from the previously reported amounts.


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

Current Assets:
Cash and cash equivalents	$	—	$	21,409	$	27,809	$	—		$	49,218	$	—	$	3,193	$	15,543		$	—		$	18,736
Accounts receivable, net		—		88,389		22,143		—			110,532		—		153,189		27,803			—			180,992
Intercompany receivable, net		177,595		—		—		(177,595	)		—		174,586		—		—			(174,586	)		—
Inventories		—		152,013		22,494		—			174,507		—		129,691		23,804			—			153,495
Investment, at fair value		—		—		23,955		—			23,955		—		—		14,009			—			14,009
Deferred income taxes		—		14,987		371		—			15,358		—		—		741			—			741
Prepaid income taxes		5,439		—		662		1,245			7,346		4,018		—		188			1,245			5,451
Prepaid expenses and other current assets		—		8,661		889		—			9,550		—		5,345		1,014			—			6,359

Total current assets		183,034		285,459		98,323		(176,350	)		390,466		178,604		291,418		83,102			(173,341	)		379,783

Property and equipment, net		—		56,866		4,766		—			61,632		—		60,288		4,435			—			64,723
Other intangible assets, net		—		177,022		33,638		—			210,660		—		173,143		33,638			—			206,781
Goodwill		—		6,022		—		—			6,022		—		6,022		—			—			6,022
Investment in subsidiaries		326,085		—		—		(326,085	)		—		284,125		—		—			(284,125	)		—
Other assets		2,267		1,843		1,647		—			5,757		1,697		2,424		1,385			—			5,506

TOTAL	$	511,386	$	527,212	$	138,374	$	(502,435	)	$	674,537	$	464,426	$	533,295	$	122,560		$	(457,466	)	$	662,815

LIABILITIES AND EQUITY

Current Liabilities:
Accounts payable	$	—	$	65,599	$	10,921	$	—		$	76,520	$	—	$	64,493	$	6,337		$	—		$	70,830
Accrued expenses and other liabilities		—		18,227		4,867		(451	)		22,643		—		23,119		4,253			—			27,372
Accrued interest payable		3,990		—		—		—			3,990		1,037		—		—			—			1,037
Income taxes payable													—		452		—			(452	)		—
Unearned revenues		—		3,368		1,889		—			5,257		—		3,356		1,909	��		—			5,265
Intercompany payable , net		—		151,587		27,568		(179,155	)		—
Deferred pension obligation													—		8,911		74			—			8,985
Deferred income taxes													—		797		—			—			797
Intercompany payable, net													—		155,841		23,191			(179,032	)		—

Total current liabilities		3,990		238,781		45,245		(179,606	)		108,410		1,037		256,969		35,764			(179,484	)		114,286

Senior subordinated notes payable, net		150,000		—		—		—			150,000		150,000		—		—			—			150,000
Senior credit facility													—		9,670		—			—			9,670
Real estate mortgages		—		22,461		—		—			22,461		—		21,882		—			—			21,882
Deferred pension obligation		—		8,608		82		—			8,690
Unearned revenues and other long-term liabilities		—		14,209		2,039		—			16,248		—		13,633		1,074			—			14,707
Deferred income taxes		—		9,636		—		1,696			11,332		—		37,182		3			1,696			38,881

Total long-term liabilities		150,000		54,914		2,121		1,696			208,731		150,000		82,367		1,077			1,696			235,140

Total liabilities		153,990		293,695		47,366		(177,910	)		317,141		151,037		339,336		36,841			(177,788	)		349,426

Total equity		357,396		233,517		91,008		(324,525	)		357,396		313,389		193,959		85,719			(279,678	)		313,389

TOTAL	$	511,386	$	527,212	$	138,374	$	(502,435	)	$	674,537	$	464,426	$	533,295	$	122,560		$	(457,466	)	$	662,815

~~CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS ) INCOME (UNAUDITED)~~

~~CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED)~~


		Parent Only		Guarantors			Non- Guarantors		Eliminations			Consolidated
Revenues:
Net sales		$	—	$	232,279		$	25,978	$	—		$	258,257
Royalty income			—		4,912			3,245		—			8,157

Total revenues			—		237,191			29,223		—			266,414
Cost of sales			—		160,251			16,063		—			176,314

Gross profit			—		76,940			13,160		—			90,100
Operating expenses:
Selling, general and administrative expenses			—		59,845			9,763		—			69,608
Depreciation and amortization	��		—		3,024			298		—			3,322

Total operating expenses			—		62,869			10,061		—			72,930

Loss on sale of long-lived assets			—		(697	)		—		—			(697	)

Operating income			—		13,374			3,099		—			16,473
Interest expense			—		3,567			60		—			3,627

Net income before income taxes			—		9,807			3,039		—			12,846
Income tax provision			—		3,081			354		—			3,435

Equity in earnings of subsidiaries, net			9,411		—			—		(9,411	)		—

Net income			9,411		6,726			2,685		(9,411	)		9,411

Other comprehensive income			1,066		135			931		(1,066	)		1,066

Comprehensive income		$	10,477	$	6,861		$	3,616	$	(10,477	)	$	10,477

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME ~~(LOSS)~~ (UNAUDITED)


							Non-									Parent Only			Guarantors			Non- Guarantors			Eliminations			Consolidated
	Parent Only			Guarantors			Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:	$	(1,406	)	$	16,272		$	(815	)	$	—		$	14,051
NET CASH USED IN BY OPERATING ACTIVITIES:																$	(1,639	)	$	(34,209	)	$	(3,820	)	$	—		$	(39,668	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		—			(13,600	)		(987	)		—			(14,587	)		—			(2,969	)		(350	)		—			(3,319	)
Purchase of investments																	—			—			(2,640	)		—			(2,640	)
Proceeds from investments maturities																	—			—			8,580			—			8,580
Proceeds on sale of intangible assets		—			—			4,875			—			4,875			—			2,500			—			—			2,500
Intercompany transactions		1,360			—			—			(1,360	)		—			721			—			—			(721	)		—

Net cash provided by (used in) investing activities		1,360			(13,600	)		3,888			(1,360	)		(9,712	)		721			(469	)		5,590			(721	)		5,121

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from senior credit facility		—			214,131			—			—			214,131			—			90,036			—			—			90,036
Payments on senior credit facility		—			(214,131	)		—			—			(214,131	)		—			(80,366	)		—			—			(80,366	)
Payments on real estate mortgages		—			(403	)		—			—			(403	)		—			(206	)		—			—			(206	)
Payments on capital leases		—			(157	)		—			—			(157	)		—			(77	)		—			—			(77	)
Deferred financing fees		—			(25	)		—			—			(25	)		—			(569	)		—			—			(569	)
Proceeds from exercise of stock options		124			—			—			—			124			114			—			—			—			114
Tax benefit from exercise of stock options		96			—			—			—			96
Tax benefit from exercise of equity instruments																	396			—			—			—			396
Intercompany transactions		—			(7,785	)		6,599			1,186			—			—			(1,002	)		(127	)		1,129			—

Net cash provided by (used in) financing activities		220			(8,370	)		6,599			1,186			(365	)		510			7,816			(127	)		1,129			9,328
Effect of exchange rate changes on cash and cash equivalents		(174	)		—			(174	)		174			(174	)		408			—			408			(408	)		408

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		—			(5,698	)		9,498			—			3,800			—			(26,862	)		2,051			—			(24,811	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR		—			14,825			40,132			—			54,957
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD																	—			30,055			13,492			—			43,547

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	—		$	9,127		$	49,630		$	—		$	58,757
CASH AND CASH EQUIVALENTS AT END OF PERIOD																$	—		$	3,193		$	15,543		$	—		$	18,736

On April 6, 2015, the Company elected to call for the partial redemption of $100 million of its $150 million outstanding 7.875% Senior Subordinated Notes due 2019 and a notice of redemption was sent to all registered holders of the notes. The terms provided for the payment of a redemption premium of 103.938% of the principal amount redeemed. On May 6, 2015, the Company completed the redemption of the $100 million of its senior subordinated notes. The Company incurred debt extinguishment costs of approximately $5.1 million in connection with the redemption, including this redemption premium as well as the write-off of note issuance costs.

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 ~~February 1, 2014,~~January 31, 2015, filed with the Securities and Exchange Commission on April ~~15, 2014.~~14, 2015.

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,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” ~~��intend,~~“intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will” or the negative thereof or other variations thereon and similar words or phrases or comparable terminology. Such forward-looking statements include, but are not limited to, statements regarding Perry Ellis’ strategic operating review, growth initiatives and internal operating improvements intended to drive revenues and enhance profitability, the implementation of Perry Ellis’ profitability improvement plan and Perry Ellis’ plans to exit underperforming, low growth brands and businesses. 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. These and other important factors may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. 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 as set forth below and in various places in this report. These factors include, but are not limited to:

You are cautioned that all forward-looking statements involve risks and uncertainties detailed in our filings with the SEC. 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.

Included in the footnotes to the consolidated financial statements in our Annual Report on Form 10-K for the year ended ~~February 1, 2014~~January 31, 2015 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 in which 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 and goodwill, the recoverability of deferred tax assets and the measurement of retirement related benefits. We believe that there have been no significant changes to our critical accounting policies during the three ~~and six~~ months ended ~~August~~May 2, ~~2014~~2015 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 ~~February 1, 2014.~~January 31, 2015.

The following table sets forth, for the periods indicated, selected financial data expressed by segments and includes a reconciliation of EBITDA to operating income by segment, the most directly comparable GAAP financial measure:


	Three Months Ended						Six Months Ended						Three Months Ended
	August 2, 2014			August 3, 2013			August 2, 2014			August 3, 2013			May 2, 2015			May 3, 2014
	(in thousands)												(in thousands)
Revenues by segment:
Men’s Sportswear and Swim	$	147,175		$	152,594		$	342,174		$	351,271		$	198,453		$	194,999
Women’s Sportswear		26,240			32,326			60,727			72,120			38,823			34,487
Direct-to-Consumer		22,595			19,572			43,025			36,585			20,981			20,430
Licensing		7,522			7,213			14,920			14,048			8,157			7,398

Total revenues	$	203,532		$	211,705		$	460,846		$	474,024		$	266,414		$	257,314


	Three Months Ended						Six Months Ended						Three Months Ended
	August 2, 2014			August 3, 2013			August 2, 2014			August 3, 2013			May 2, 2015			May 3, 2014
	(in thousands)												(in thousands)
Reconciliation of operating income to EBITDA
Operating income (loss) by segment:
Men’s Sportswear and Swim	$	(1,779	)	$	(3,413	)	$	9,254		$	7,828		$	11,330		$	11,033
Women’s Sportswear		(1,970	)		(864	)		(1,573	)		699			1,382			397
Direct-to-Consumer		(1,126	)		(2,412	)		(2,978	)		(5,265	)		(1,866	)		(1,852	)
Licensing		6,378			5,704			11,775			17,243			5,627			5,397

Total operating income (loss)	$	1,503		$	(985	)	$	16,478		$	20,505
Total operating income													$	16,473		$	14,975

Add:
Depreciation and amortization
Men’s Sportswear and Swim	$	1,564		$	1,777		$	3,198		$	3,471		$	1,875		$	1,634
Women’s Sportswear		496			425			957			825			500			461
Direct-to-Consumer		889			777			1,735			1,438			904			846
Licensing		39			31			78			68			43			39

Total depreciation and amortization	$	2,988		$	3,010		$	5,968		$	5,802		$	3,322		$	2,980

EBITDA by segment:
Men’s Sportswear and Swim	$	(215	)	$	(1,636	)	$	12,452		$	11,299		$	13,205		$	12,667
Women’s Sportswear		(1,474	)		(439	)		(616	)		1,524			1,882			858
Direct-to-Consumer		(237	)		(1,635	)		(1,243	)		(3,827	)		(962	)		(1,006	)
Licensing		6,417			5,735			11,853			17,311			5,670			5,436

Total EBITDA	$	4,491		$	2,025		$	22,446		$	26,307		$	19,795		$	17,955

EBITDA margin by segment
Men’s Sportswear and Swim		(0.1	%)		(1.1	%)		3.6	%		3.2	%		6.7	%		6.5	%
Women’s Sportswear		(5.6	%)		(1.4	%)		(1.0	%)		2.1	%		4.8	%		2.5	%
Direct-to-Consumer		(1.0	%)		(8.4	%)		(2.9	%)		(10.5	%)		(4.6	%)		(4.9	%)
Licensing		85.3	%		79.5	%		79.4	%		123.2	%		69.5	%		73.5	%
Total EBITDA margin		2.2	%		1.0	%		4.9	%		5.5	%		7.4	%		7.0	%

EBITDA consists of earnings before interest, depreciation and amortization and income taxes. EBITDA is not a measurement of financial performance under accounting principles generally accepted in the United States of America, and does not represent cash flow from operations. The most directly comparable GAAP financial measure, presented above, is operating income. EBITDA and EBITDA margin are presented solely as a supplemental disclosure because management believes that they are a common measure of operating performance in the apparel industry.

The following is a discussion of the results of operations for the three ~~and six~~ month ~~periods ended August 2, 2014~~period in the first quarter of the fiscal year ending January ~~31, 2015~~30, 2016 (“fiscal ~~2015”~~2016”) compared with the three ~~and six~~ month ~~periods ended August 3, 2013~~period in the first quarter of the fiscal year ended ~~February 1, 2014~~January 31, 2015 (“fiscal ~~2014”~~2015”).

Results of Operations—three ~~and six~~ months ended ~~August~~May 2, ~~2014~~2015 compared to the three ~~and six~~ months ended ~~August 3, 2013.~~May 3. 2014.

Net sales. Men’s Sportswear and Swim net sales for the three months ended ~~August~~May 2, ~~2014~~2015 were ~~$147.2~~$198.5 million, ~~a decrease~~an increase of ~~$5.4~~$3.5 million, or ~~3.5%~~1.8%, from ~~$152.6~~$195.0 million for the three months ended ~~August~~May 3, ~~2013.~~2014. The net sales ~~decrease~~increase was attributed primarily to increases in Perry Ellis and Original Penguin collections and golf lifestyle apparel, partially offset by decreases in our ~~private and exclusive branded products, partially offset by a 14% increase in golf lifestyle apparel and strength in Original Penguin.~~

~~Men’s Sportswear and Swim net sales for the six months ended August 2, 2014 were $342.2 million, a decrease~~mid-tier sportswear as we reduced penetration of $9.1 million, or 2.6%, from $351.3 million for the six months ended August 3, 2013. The net sales decrease was attributed primarily to planned reductions in private and exclusive brands, partially offset by increases across our ~~golf sportswear brands, Original Penguin and Nike swim.~~proprietary brands.

Women’s Sportswear net sales for the three months ended ~~August~~May 2, ~~2014~~2015 were ~~$26.2~~$38.8 million, ~~a decrease~~an increase of ~~$6.1~~$4.3 million, or ~~18.9%~~12.5%, from ~~$32.3~~$34.5 million for the three months ended ~~August~~May 3, ~~2013.~~2014. The net sales decrease was attributed to a shift in shipments for Rafaella into the second half of fiscal 2105, and lower sales in contemporary Laundry dresses as we refined distribution to focus on full price specialty stores and reduced programs to the special markets channel.

Women’s Sportswear net sales for the six months ended August 2, 2014 were $60.7 million, a decrease of $11.4 million, or 15.8%, from $72.1 million for the six months ended August 3, 2013. The net sales decreaseincrease was primarily due to ~~decreases~~increases in our contemporary Laundry by Shelli Segal dresses and in Rafaella ~~due to a shift in special market business to the second half of fiscal 2015.~~sportswear, driven by strong performance at retail.

Direct-to-Consumer net sales for the three months ended ~~August~~May 2, ~~2014~~2015 were ~~$22.6~~$21.0 million, an increase of ~~$3.0~~$0.6 million, or ~~15.3%~~2.9%, from ~~$19.6~~$20.4 million for the three months ended ~~August~~May 3, 2013. The net sales increase was attributed to a 2.7% comparable same store sales increase driven by increased conversion as well as a higher average dollar per transaction in both Perry Ellis and Original Penguin stores. We also experienced increases in ecommerce comparable sales of 20% over last year.

~~Direct-to-Consumer net sales for the six months ended August 2, 2014 were $43.0 million, an increase of $6.4 million, or 17.5%, from $36.6 million for the six months ended August 3, 2013.~~2014. The increase was driven by e-commerce, which posted a ~~4.0%~~45% increase in comparable sales, partially offset by retail stores sales decline of 1.4% in comparable same store ~~sales increase driven by Perry Ellis~~sales. Business is responding strongly to our spring assortments which hit selling floors a few weeks late as ~~well as by our direct e-commerce sales, which posted~~ a ~~30.0% comparable sales increase.~~result of the west coast port slow down issues.

Royalty income. Royalty income for the three months ended ~~August~~May 2, ~~2014~~2015 was ~~$7.5~~$8.2 million, an increase of ~~$0.3~~$0.8 million, or ~~4.2%~~10.8%, from ~~$7.2~~$7.4 million for the three months ended ~~August~~May 3, 2013. The net sales increase was attributed to Original Penguin partnerships for footwear and international licensed retail stores, as well as eight new licensing agreements executed during the period.

~~Royalty income for the six months ended August 2, 2014 was $14.9 million, an increase of $0.9 million, or 6.4%, from $14.0 million for the six months ended August 3, 2013.~~2014. Royalty income increases were attributed to increases in ~~the~~our Perry Ellis, ~~and~~ Original Penguin and Laundry businesses as well as ~~increases in our licensed only businesses.~~the new licenses signed last year.

Gross profit.Gross profit was ~~$70.5~~$90.1 million for the three months ended ~~August~~May 2, ~~2014,~~2015, an increase of ~~$2.0~~$2.4 million, or ~~2.9 %,~~2.7%, from ~~$68.5~~$87.7 million for the three months ended ~~August~~May 3, 2013. The increase is attributed to growth in direct-to-consumer, international expansion in Europe as well as increases in golf life style apparel and in Original Penguin sportswear. Gross profit was $158.1 million for the six months ended August 2, 2014, an increase of $0.9 million, or 0.6%, from $157.2 million for the six months ended August 3, 2013.2014. This increase is attributed to ~~net~~the sales ~~increases~~mix composition described above and the factors described within the gross profit margin section below.

Gross profit margin. As a percentage of total revenue, gross profit margins were ~~34.6%~~33.8% for the three months ended ~~August~~May 2, ~~2014,~~2015, as compared to ~~32.4%~~34.1% for the three months ended ~~August 3, 2013, an expansion~~May 2, 2014, a decrease of ~~220~~30 basis points. ~~The increase was~~This decrease is primarily ~~attributed to an emphasis on higher margin channels and geographies,~~associated with the exit of the Elite component of our Nike licensed business, the inventory liquidation of divested C&C California, as well as the ~~direct-to-consumer segment mix through lower promotions in all venues. For the six months ended August 2, 2014, gross profit margins were 34.3% as a percentage~~consolidation of total revenue as compared to 33.2% for the six months ended August 3, 2013, an increase of 110 basis points. This increase is primarily associated with factors described above as well as higher margins in our ~~Perry Ellis~~Beijing sourcing office, partially offset by expansion across our licensing and ~~Rafaella collection businesses. The margin expansion also reflected reduced freight costs as a result of the infrastructure rationalization program initiated last year.~~core domestic collections.

Selling, general and administrative ~~expenses~~expenses.. Selling, general and administrative expenses for the three months ended ~~August~~May 2, ~~2014~~2015 were ~~$66.9~~$69.6 million, ~~an increase~~a decrease of ~~$0.4~~$0.1 million, or ~~0.6%~~0.1%, from ~~$66.5~~$69.7 million for the three months ended ~~August~~May 3, ~~2013.~~2014. We realized favorability from reduced headcount and tighter expense control across in our infrastructure . The ~~increase reflects~~decrease was partially offset by restructuring costs ~~associated with streamlining and consolidation of~~

our operations including direct-to-consumer and private label business exits. The increase also reflects additional investment in brand marketing initiatives for our national brands, investment in Europe for our golf platform and Original Penguinrelated to exited businesses as well as ~~negative currency translation of $0.3 million due to the strengthening of the US dollar. These increases were partially offset by reduced employee costs, travel costs and professional fees.~~

Selling, general and administrative expenses for the six months ended August 2, 2014 were $136.6 million, a decrease of $0.6 million, or 0.4%, from $137.2 million for the six months ended August 3, 2013. from the decrease was due to reduced headcount in our infrastructure, as well as, reduced design, travel, samples and professional fees expenses. These reductions were partially offset by costs associated with streamlining and consolidation of our operations as describe above. We also made additional investment in brand marketing for our national brands as well as investment in Europe for our golf platform and Original Penguin during this period. Also, during the six months ended August 3, 2013 we experienced costs in the amount of $1.2 million related to our relocation of our New York offices and $0.8 million inexit costs associated with the ~~sale~~consolidation of ~~the Asian rights of the John Henry trademark that were not repeated during the six months ended August 2, 2014.~~our N.Y. corporate office space.

EBITDA. Men’s Sportswear and Swim EBITDA margin for the three months ended ~~August~~May 2, ~~2014~~2015 increased ~~100~~by 20 basis points to ~~(0.1%),~~6.7% from ~~(1.1%)~~6.5% for the three months ended ~~August~~May 3, ~~2013. Men’s Sportswear and Swim EBITDA margin for the six months ended August 2, 2014 increased 40 basis points to 3.6%, from 3.2% for the six months ended August 3, 2013.~~2014. The EBITDA margin was favorably impacted ~~from cost savings as~~by the increase in net sales described above. Because of this increase in revenue, we were able to realize a ~~result of our~~favorable leverage in selling, general and administrative expenses, more specifically on payroll and advertising expenses, which was partially offset by the increased infrastructure ~~review~~expenditures planned in this segment, as well as ~~increases in our golf and sportswear brands. During fiscal 2014, the margin was also negatively impacted by~~exit costs associated with ~~our relocation~~the Elite component of our ~~New York offices.~~Nike licensed business.

Women’s Sportswear EBITDA margin for the three months ended ~~August~~May 2, ~~2014 decreased 420~~2015 increased 230 basis points to ~~(5.6%)~~4.8%, from ~~(1.4%)~~2.5% for the three months ended ~~August~~May 3, ~~2013. Women’s Sportswear EBITDA margin for the six months ended August 2, 2014 decreased 310 basis points to (1.0%), from 2.1% for the six months ended August 3, 2013.~~2014. The EBITDA margin was ~~negatively~~favorably impacted by the ~~reduced leverage due to the decrease~~increase in net sales described above. ~~However, the margin was positively impacted by the~~Because of this increase in ~~gross margin experienced~~revenue, we were able to realize favorable leverage in ~~Rafaella sportswear. During fiscal 2014, the margin~~selling, general and administrative expenses, more specifically on payroll and other overhead, which was ~~negatively impacted~~partially offset by an increase in exit costs associated with ~~the relocation of our New York offices.~~C&C California.

Direct-to-Consumer EBITDA margin for the three months ended ~~August~~May 2, ~~2014~~2015 increased ~~740~~30 basis points to ~~(1.0%~~(4.6%), from ~~(8.4%~~(4.9%) for the three months ended ~~August~~May 3, ~~2013. Direct-to-Consumer EBITDA margin for the six months ended August 3, 2013 increased 760 basis points to (2.9%), from (10.5%) for the six months ended August 3, 2013.~~2014. The increase was primarily attributable to the increase inof revenue from our stores and e-commerce business, as described above. Because of this increase in revenue, we were able to realize a favorable leverage in selling, general and administrative expenses.

Licensing EBITDA margin for the three months ended ~~August~~May 2, ~~2014 increased 580 basis points~~2015 decreased to ~~85.3%~~69.5%, from ~~79.5%~~73.5% for the three months ended ~~August~~May 3, ~~2013. The increase is primarily attributed to~~2014. As described below, during the increase in royalty income attributed to Original Penguin partnerships for footwear and international licensed retail stores, as well as eight new licensing agreements. Additionally the margin was positively impacted by the sale of certain Jantzen rights as described below. Licensing EBITDA margin for the sixthree months ended ~~August~~May 2, ~~2014 decreased to 79.4%, from 123.2% for the six months ended August 3, 2013. During the six months ended August 3, 2013,~~2015, we had a ~~gain~~loss on the sale of the ~~Asian rights of the John Henry~~C&C California brand ~~as described below. The gain~~which was the primary reason for the ~~higher~~lower EBITDA margin in ~~the~~ first ~~half~~quarter of fiscal ~~2014.~~2016.

Depreciation and amortization. Depreciation and amortization for the three months ended ~~August~~May 2, ~~2014,~~2015, was ~~$3.0~~$3.3 million, ~~remaining flat,~~an increase of $0.3 million, or 10.0%, from $3.0 million for the three months ended ~~August~~May 3, ~~2013. Depreciation and amortization for the six months ended August 2, 2014, was $6.0 million, an increase of $0.2 million, or 3.4%, from $5.8 million for the six months ended August 3, 2013.~~2014. The increase is attributed to depreciation related to our capital expenditures, primarily in the direct-to-consumer segment, and leasehold ~~improvements.~~improvements made during fiscal 2015.

~~Gain~~Loss on sale of long-lived ~~assets~~assets.. During the ~~second~~first quarter of fiscal ~~2015,~~2016, we entered into an agreement to sell the intellectual property of our C&C California brand to a sales agreement, in the amount of $1.3 million, for the sale of Australian, Fiji and New Zealand trademark rights with respect to Jantzen. Payments on the purchase price are due in five installments of $250,000 over a five year period. Interest on the purchase price that remains unpaid will accrue at a rate of 3.5% per annum calculated on an annual basis.third party. As a result of this transaction, we recorded a ~~gain~~loss of ~~$0.9~~($0.7) million in the licensing segment.

During the fourth quarter of fiscal 2013, we entered into a sales agreement, in the amount of $7.5 million, for certain Asian trademark rights with respect our John Henry brand. The transaction closed in the first quarter of fiscal 2014. As a result of this transaction, we recorded a gain of $6.3 million. This gain was included in our licensing segment’s operating income.

Interest expense. Interest expense for the three months ended ~~August~~May 2, ~~2014~~2015, was $3.6 million, a decrease of $0.1 million, or 2.7%, from $3.7 million for the three months ended ~~August~~May 3, ~~2013. Interest expense for the six months ended August 2,~~ 2014, ~~was $7.3 million,~~primarily attributable to a decrease of $0.2 million, or 2.7%, from $7.5 million for the six months ended August 3, 2013. The primary reason for the decrease is related to the savings generated from the refinancing of our mortgage loans in the second half of fiscal 2014, as well as lower average ~~borrowings~~amount borrowed on our credit facility as compared to ~~our borrowings in~~the comparable quarter of the prior year.

Income taxes.The income tax ~~benefit~~expense for the three months ended ~~August~~May 2, ~~2014,~~2015, was ~~$0.5~~$3.4 million, a decrease of ~~$1.4~~$0.1 million, as compared to ~~$1.9~~$3.5 million for the three months ended ~~August~~May 3, ~~2013.~~2014. For the three months ended ~~August~~May 2, ~~2014,~~2015, our effective tax rate was ~~23.1%~~26.7% as compared to ~~39.9%~~30.9% for the three months ended ~~August~~May 3, 2013. Our income tax expense for the six months ended August 2, 2014, was $3.0 million, a decrease of $1.5 million, as compared to $4.5 million for the six months ended August 3, 2013. For the six months ended August 2, 2014, our effective tax rate was 32.7% as compared to 34.6% for the six months ended August 3, 2013.2014. The overall change in the effective tax rate is attributed to the ~~unfavorable disallowance~~current year impact of ~~certain executive compensation~~the valuation allowance on domestic taxes and a change in ~~fiscal 2014,~~ the ~~sale of certain intangible rights related to the John Henry trademark in fiscal 2014, and the change in~~ ratio of income between domestic and foreign operations, of which the domestic operations are taxed at higher statutory tax rates.

Net ~~(loss)~~ income.Net ~~loss~~income for the three months ended ~~August~~May 2, ~~2014~~2015 was $9.4 million, an increase of $1.6 million, ~~an improvement of $1.2 million,~~ or ~~42.9%~~20.5%, as compared to ~~a loss of $2.8~~$7.8 million for the three months ended ~~August~~May 3, ~~2013. Net income for the six months ended August 2, 2014 was $6.2 million, a decrease of $2.3 million, or 27.1%, as compared to $8.5 million for the six months ended August 3, 2013.~~2014. The changes in operating results were due to the items described above.

We rely principally on cash flow from operations and borrowings under our senior credit facility to finance our operations, pension funding requirements, acquisitions, future redemption of our senior subordinated notes payable and capital ~~expenditures; and to a lesser extent, on letter of credit facilities for the acquisition of a small portion of our inventory purchases.~~expenditures. We believe that our working capital requirements will ~~decrease~~increase for ~~fiscal 2015 driven primarily by lower levels of inventory associated with stronger inventory management.~~next year as we continue to expand internationally. As of ~~August~~May 2, ~~2014,~~2015, our total working capital was ~~$282.1~~$265.5 million as compared to ~~$278.2~~$240.2 million as of ~~February 1, 2014~~January 31, 2015 and ~~$275.7~~$348.4 million as of ~~August~~May 3, ~~2013.~~2014. We believe that our cash flows from operations and availability under our senior credit facility and remaining letter of credit facilities are sufficient to meet our working capital ~~needs.~~needs and capital expenditure needs over the next year. We also believe that our real estate assets, which had a net book value of ~~$23.0~~$22.8 million at ~~August~~May 2, ~~2014,~~2015, have a higher market value. These real estate assets may 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. As of ~~August~~May 2, ~~2014,~~2015, we had mortgage loans on these properties totaling ~~$23.3~~$22.7 million.

We consider the undistributed earnings of our foreign subsidiaries as of ~~August~~May 2, ~~2014,~~2015, to be indefinitely reinvested and, accordingly, no ~~U.S.~~United States income taxes have been provided thereon. As of ~~August~~May 2, ~~2014,~~2015, the amount of cash associated with indefinitely reinvested foreign earnings was approximately ~~$27.8~~$15.5 million. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.

Net cash ~~provided by~~used in operating activities was ~~$47.0~~$39.7 million for the ~~six~~three months ended ~~August~~May 2, ~~2014,~~2015, as compared to cash ~~provided by~~used in operating activities of ~~$14.1~~$47.3 million for the ~~six~~three months ended ~~August~~May 3, ~~2013.~~2014.

The cash ~~provided by~~used in operating activities for ~~the six~~three months ended ~~August~~May 2, ~~2014,~~2015, is primarily attributable to ~~a decrease~~an increase in accounts receivable of ~~$36.3~~$43.4 million, ~~due to the timing of shipments as compared to prior year as well as decreased inventory of $32.6 million due to improved inventory management. This was partially offset by~~ a decrease in accounts payable and accrued expenses of $38.6 million. For the six months ended August 2, 2014, our inventory turnover ratio decreased slightly to 3.3 as compared to 3.8 for the comparable period in fiscal 2014. While the turnover decreased, inventory levels declined as noted above resulting from tighter inventory

management. In addition, inventory decreased as compared to the same period last year. Additionally prepaid expenses and other current assets increased by $2.2 million, offset by an increase in unearned revenue and other liabilities of $1.8 million. The cash provided by operating activities for the six months ended August 3, 2013 is primarily attributable to a decrease in accounts receivable of $33.7$42.7 million and a decrease in accrued interest payable of $3.0 million; which was partially offset by a decrease in inventory of ~~$3.6~~$30.6 million associated with strong inventory ~~management; which was offset by~~management. As a result of the increase in sales and the tighter management of inventory for the first quarter of fiscal 2016 as compared to prior quarter, our inventory turnover ratio increased to 3.6 as compared to 3.3 for the comparable quarter in fiscal 2015.

The cash used in operating activities for three months ended May 3, 2014, is primarily attributable to an increase in accounts receivable of $36.6 million, a decrease in accounts payable and accrued expenses of ~~$35.7~~$55.2 million and ~~an increase~~a decrease in ~~prepaid income taxes~~accrued interest payable of ~~$1.9 million.~~$3.1 million; which was partially offset by a decrease in inventory of $29.9 million associated with strong inventory management. As a result of the decrease in ~~inventory~~sales for the ~~six months ended August 3, 2013,~~first quarter of fiscal 2015 as compared to prior quarter, our inventory turnover ratio ~~increased~~decreased to ~~3.8~~3.3 as compared to ~~3.5~~3.9 for the comparable ~~period~~quarter in fiscal ~~2013.~~2014.

Net cash ~~used in~~provided by investing activities was ~~$16.1~~$5.1 million for the ~~six~~three months ended ~~August~~May 2, ~~2014,~~2015, as compared to cash used in investing activities of ~~$9.7~~$8.9 million for the ~~six~~three months ended ~~August~~May 3, ~~2013.~~ 2014. The net cash provided by investing activities during the first three months of fiscal 2016 primarily reflects the proceeds from the maturities of investments in the amount of $8.6 million and proceeds on sale of the C&C California brand in the amount of $2.5 million; offset by the purchase of property and equipment of $3.3 million primarily for leaseholds and the purchase of investments of $2.6 million. We anticipate capital expenditures during the remainder of fiscal 2016 of $12.0 million to $13.0 million in new leasehold improvements, technology, systems, retail stores, and other expenditures.

The net cash used during the first ~~six~~three months of fiscal 2015 primarily reflects the purchase of investments of ~~$22.9~~$15.4 million and the purchase of property and equipment of ~~$7.3~~$3.1 million, primarily for ~~leasehold improvements and store fixtures; which was partially~~leaseholds; offset by the proceeds from the maturities of investments in the amount of ~~$14.2 million. The net cash used during the first six months of fiscal 2014 primarily reflects the purchase of property and equipment of $14.6~~$9.5 million ~~primarily for leaseholds; which was partially offset by proceeds on the sale of certain Asian trademark rights with respect to John Henry of $4.9 million.~~

Net cash ~~used in~~provided by financing activities was ~~$8.7~~$9.3 million for the ~~six~~three months ended ~~August~~May 2, ~~2014,~~2015, as compared to cash ~~used in~~provided by financing activities of ~~$0.4~~$56.0 million for the ~~six~~three months ended ~~August~~May 3, ~~2013.~~2014. The net cash ~~used~~provided during the first ~~six~~three months of fiscal ~~2015~~2016 primarily reflects net ~~payments~~borrowings on our senior credit facility of ~~$8.2~~$9.7 million, ~~payments of $0.4 million on our mortgage loans and payments on capital leases of $0.2 million; partially offset by~~ proceeds from ~~exercises of stock options of $0.2 million. The net cash used during~~ the ~~first six months of fiscal 2014 primarily reflects payments of $0.4 million on our mortgage loans and payments on capital leases of $0.2 million; partially offset by proceeds from exercises~~exercise of stock options of $0.1 million and a tax benefit from ~~the~~ exercise of ~~stock options~~equity instruments of ~~$0.1 million.~~$0.4 million; which was partially offset by payments of $0.6 million in deferred financing fees on the senior credit facility and $0.2 million in payments on our mortgage loans.

The net cash provided by financing during the first three months of fiscal 2015 primarily reflects net borrowings on our senior credit facility of $7.7 million; which was partially offset by payments of $0.2 million on our mortgage loans.

Our Board of Directors has authorized us to purchase, from time to time and as market and business conditions ~~warranted,~~warrant, up to $60 million of our common stock for cash in the open market or in privately negotiated transactions through October 31, ~~2014.~~2015. Although our Board of Directors allocated a maximum of $60 million to carry out the program, we are not obligated to purchase any specific number of outstanding shares and will reevaluate the program on an ongoing basis.

During fiscal ~~2014,~~2015, we repurchased shares of our common stock at a cost of ~~$7.0~~$8.8 million. There have been no open market purchases during fiscal ~~2015.~~2016. Total purchases under the plan to date amount to approximately $51.7 million. As of ~~August~~May 2, ~~2014~~2015 and ~~February 1, 2014,~~January 31, 2015, there were ~~400,516~~770,753 shares of treasury stock outstanding at a cost of approximately ~~$7.0~~$15.7 million, respectively.

In March 2011, we issued $150 million 7⁷/₈% senior subordinated notes, due April 1, 2019. The proceeds of this offering were used to retire the $150 million 8⁷/₈% senior subordinated notes due September 15, 2013 and to repay a portion of the outstanding balance on the senior credit facility. The proceeds to us were $146.5 million yielding an effective interest rate of 8.0%.

On April 6, 2015, we elected to call for the partial redemption of $100 million of our $150 million outstanding 7⁷/₈% Senior Subordinated Notes due April 1, 2019 and a notice of redemption was sent to all registered holders of the notes. The redemption terms provided for the payment of a redemption premium of 103.938% of the principal amount redeemed. On May 6, 2015, the Company completed the redemption of the $100 million of its senior subordinated notes. The Company incurred debt extinguishment costs of approximately $5.1 million in connection with the redemption, including the redemption premium as well as the write-off of note issuance costs.

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, pay dividends or make other distributions on, redeem or repurchase capital stock, make investments or other restricted payments, create liens on assets to secure debt, engage in transactions with affiliates, and effect a consolidation or merger. We are not aware of any non-compliance with any of our covenants in this indenture. 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 mortgages resulting in all of our debt obligations becoming immediately due and payable, which we may not be able to satisfy.

On ~~January 9, 2014,~~April 22, 2015, we amended and restated our existing senior credit facility (the “Credit Facility”), with Wells Fargo Bank, National Association, as agent for the lenders, and Bank of America, N.A., as syndication agent. The Credit Facility provides a revolving credit facility of up to an aggregate amount of ~~$125 million, subject to increases from time to time in increments of $25 million up to a maximum of~~ $200 million. The Credit Facility ~~was~~has been extended through ~~December 1, 2018. We~~April 30, 2020 (“Maturity Date”). In connection with this amendment and restatement, we paid fees in the amount of $0.6 million. These fees will be amortized over the term of the credit facility as interest expense. At May 2, 2015, we had borrowings of $9.7 million under the Credit Facility. At January 31, 2015, we had no outstanding borrowings ~~at August 2, 2014 and we had borrowings of $8.2 million at February 1, 2014,~~ under the Credit Facility.

Certain Covenants. The Credit Facility contains certain financial and other covenants, which, among other things, require us to maintain a minimum fixed charge coverage ratio if availability falls below certain thresholds. We are not aware of any non-compliance with any of our covenants in this Credit Facility. These covenants may restrict our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness and liens in certain circumstances, redeem or repurchase capital stock, make certain investments or sell assets. We may pay cash dividends subject to certain restrictions set forth in the covenants including, but not limited to, meeting a minimum excess availability threshold and no occurrence of a default. We could be materially harmed if we violate any covenants, as the lenders under the Credit Facility could declare all amounts outstanding, 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 and the assets of our subsidiaries that are borrowers or guarantors. In addition, a covenant violation that is not cured or waived by the lenders could also constitute a cross-default under certain of our other outstanding indebtedness, such as the indenture relating to our 7 7/8% senior subordinated notes due April 1, 2019, our letter of credit facilities, or our real estate mortgage loans. Such a cross-default could result in all of our debt obligations becoming immediately due and payable, which we may not be able to satisfy.

Security. As security for the indebtedness under the Credit Facility, we granted to the lenders a first priority security interest (subject to liens permitted under the Credit Facility to be senior thereto) in substantially all of our existing and future assets, 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, and real estate but excluding our non-U.S. subsidiaries and all of our trademark portfolio.

As of ~~August~~May 2, ~~2014,~~2015, we maintained ~~two~~one U.S. dollar letter of credit ~~facilities~~facility totaling ~~$45.0~~$30.0 million and one letter of credit facility totaling $0.3 million utilized by our United Kingdom subsidiary. Each documentary 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.

During the first quarter of fiscal 2016, a $15 million line of credit expired and was not renewed. During fiscal 2014, we decreased the letter of credit sublimit in our Senior Credit Facility to $30.0 million. ~~As of August~~At May 2, ~~2014~~2015 and ~~February 1, 2014,~~January 31, 2015, there was ~~$33.7~~$18.7 million and ~~$33.5~~$33.7 million, respectively, available under ~~our~~the existing letter of credit facilities.

In July 2010, we paid off ~~the~~our then existing real estate mortgage loan and refinanced our main administrative office, warehouse and distribution facility in Miami with a $13.0 million mortgage loan. The loan is due on August 1, 2020. The interest rate has been modified since the refinancing date. The interest rate was 4.25% per annum and monthly payments of principal and interest of $71,000 were due, based on a 25-year amortization with the outstanding principal due at maturity. In July 2013, we amended the mortgage loan agreement to modify the

interest rate. The interest rate was reduced to ~~3.90%~~3.9% per annum and the terms were restated to reflect new monthly payments of principal and interest of $69,000, based on a 25-year amortization with the outstanding principal due at maturity. At ~~August~~May 2, ~~2014,~~2015 the balance of the real estate mortgage loan totaled ~~$11.5~~$11.2 million, net of discount, of which ~~$369,000~~$378,000 is due within one year.

In June 2006, we entered into a mortgage loan for $15 million secured by our Tampa facility. The loan is due on January 23, 2019. The mortgage loan has been refinanced and the interest rate has been modified since such date. The interest rate was 4.00% per annum and quarterly payments of principal and interest of approximately $248,000 were due, based on a 20-year amortization with the outstanding principal due at maturity. In January 2014, we again amended the mortgage loan to modify the interest rate. The interest rate was reduced to 3.25% per annum and the terms were restated to reflect new monthly payments of principal and interest of approximately $68,000, based on a 20-year amortization with the outstanding principal due at maturity. At ~~August~~May 2, ~~2014,~~2015, the balance of the real estate mortgage loan totaled ~~$11.7~~$11.4 million, net of discount, of which approximately ~~$438,000~~$448,000 is due within one year.

The real estate mortgage loans contain certain covenants. We are not aware of any non-compliance with any of ~~these~~the covenants. If we violate any covenants, the lender under the real estate mortgage loan could declare all amounts outstanding thereunder to be immediately due and payable, which we may not be able to satisfy. A covenant violation could ~~also~~ constitute a cross-default under our senior credit facility, the letter of credit facilities and the indenture relating to our senior subordinated notes resulting in all of our debt obligations becoming immediately due and payable, which we may not be able to satisfy.

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

We do not believe that inflation or foreign currency fluctuations significantly affected our financial position and results of operations as of and for the three ~~and six~~ months ended ~~August~~May 2, ~~2014.~~2015.

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. We currently do not have any derivative financial instruments for identifiable market risk.

We are exposed to market risks for the pricing of cotton and other fibers, which may impact fabric prices. Fabric is a portion of the overall product cost, which includes various components. We manage our fabric prices by using a combination of different strategies including the utilization of sophisticated logistics and supply chain management systems, which allow us to maintain maximum flexibility in our global sourcing of products. This provides us with the ability to re-direct our sourcing of products to the most cost-effective jurisdictions. In addition, we may modify our product offerings to our customers based on the availability of new fibers, yield enhancement techniques and other technological advances that allow us to utilize more cost effective fibers. Finally, we also have the ability to adjust our price points of such products, to the extent market conditions allow. These factors, along with our foreign-based sourcing offices, allow us to procure product from lower cost countries or capitalize on certain tariff-free arrangements, which help mitigate any commodity price increases that may occur. We have not historically managed, and do not currently intend to manage, commodity price exposures by using derivative instruments.

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

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 pursuant to Rule 13a-15(b) of the Securities Exchange Act. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~August~~May 2, ~~2014~~2015 in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the quarter ended ~~August~~May 2, ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~See Footnote 19 to~~We are a defendant in Humberto Ordaz v. Perry Ellis International, Inc., Case No. BC490485 (Cal. Sup. Ct. 2012), involving claims for unpaid wages, missed breaks and related claims, which was originally filed on August 17, 2012 by a former employee in our California administrative offices. The plaintiff sought an unspecified amount of damages. The lawsuit has been pleaded but not certified as a class action. Mediation was held during the ~~Condensed Consolidated Financial Statements, included~~third quarter of fiscal 2015. Currently, the parties have reached a tentative settlement. The tentative settlement amount has been provided for in ~~this filing,~~the Company’s results of operations for ~~further information.~~fiscal 2015.

We repurchased the following amounts of our common stock during the ~~second~~first quarter of fiscal ~~2015:~~2016:


Period	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾		Maximum Approximate Dollar Value that May Yet Be Purchased under the Plans or Programs		Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽¹⁾		Maximum Approximate Dollar Value that May Yet Be Purchased under the Plans or Programs
May 20, 2014		404	⁽²⁾	$	14.69		—	$	17,000,000
March 1, 2015 to April 4, 2015											1,075	⁽²⁾	$	22.77		—	$	8,316,000
April 5, 2015 to May 2, 2015											26,250	⁽²⁾	$	24.37		—	$	8,316,000

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.


	PAGE
PART I: FINANCIAL INFORMATION

Item 1:

Condensed Consolidated Balance Sheets (Unaudited) as of ~~August~~May 2, ~~2014~~2015 and ~~February 1, 2014~~January 31, 2015		1

Condensed Consolidated Statements of ~~Operations~~Income (Unaudited) for the three ~~and six~~ months ended ~~August~~May 2, ~~2014~~2015 and ~~August~~May 3, ~~2013~~2014		2

Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income (Unaudited) for the three ~~and six~~ months ended ~~August~~May 2, ~~2014~~2015 and ~~August~~May 3, ~~2013~~2014		3

Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~six~~three months ended ~~August~~May 2, ~~2014~~2015 and ~~August~~May 3, ~~2013~~2014		4

Notes to Unaudited Condensed Consolidated Financial Statements		6

Item 2:

Management’s Discussion and Analysis of Financial Condition and Results of Operations		2220

Item 3:

Quantitative and Qualitative Disclosures About Market Risk		3027

Item 4:

Controls and Procedures		3128

PART II: OTHER INFORMATION		28

Item 1:

Legal Proceedings		3128

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds		3129

Item 6:

Exhibits		3229


Exhibit Number	Exhibit Description	Where Filed

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)		Filed herewith.

31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)		Filed herewith.

32.1	Certification of Principal Executive Officer pursuant to Section 1350		Filed herewith.

32.2	Certification of Principal Financial Officer pursuant to Section 1350		Filed herewith.

101.INS	XBRL Instance Document		Filed herewith.

101.SCH	XBRL Taxonomy Extension Schema		Filed herewith.

101.CAL	XBRL Taxonomy Extension Calculation Linkbase		Filed herewith.

101.DEF	XBRL Taxonomy Extension Definition Linkbase		Filed herewith.

101.LAB	XBRL Taxonomy Extension Label Linkbase		Filed herewith.

101.PRE	XBRL Taxonomy Extension Presentation Linkbase		Filed herewith.


Exhibit Number		Exhibit Description

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

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

32.1		Certification of Principal Executive Officer pursuant to Section 1350

32.2		Certification of Principal Financial Officer pursuant to Section 1350

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company