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 ~~15,619,000~~15,773,000 (as of ~~December 3, 2014)~~September 4, 2015).


	November 1, 2014			February 1, 2014			August 1, 2015			January 31, 2015
ASSETS
Current Assets:
Cash and cash equivalents	$	30,402		$	26,989		$	27,265		$	43,547
Accounts receivable, net		129,266			146,392			124,275			137,432
Inventories		155,681			206,602			153,978			183,734
Investments, at fair value		22,635			15,398			10,704			19,996
Deferred income taxes		16,705			14,060			701			725
Prepaid income taxes		7,536			7,579			6,174			6,384
Prepaid expenses and other current assets		7,880			7,369			7,898			7,124

Total current assets		370,105			424,389			330,995			398,942

Property and equipment, net		63,546			59,912			66,219			64,633
Other intangible assets, net		210,431			211,485			206,557			210,201
Goodwill		6,022			6,022			6,022			6,022
Other assets		5,506			4,927			4,231			5,191

TOTAL	$	655,610		$	706,735		$	614,024		$	684,989

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	65,848		$	112,442		$	74,517		$	117,789
Accrued expenses and other liabilities		21,013			24,642			26,154			22,355
Accrued interest payable		1,109			4,095			1,511			4,045
Unearned revenues		4,959			5,013			4,439			4,856
Deferred pension obligation								9,015			8,930
Deferred income taxes								82			797

Total current liabilities		92,929			146,192			115,718			158,772


Senior subordinated notes payable, net		150,000			150,000			50,000			150,000
Senior credit facility		—			8,162			58,211			—
Real estate mortgages		22,302			22,844			21,684			22,109
Deferred pension obligation		7,646			9,862
Unearned revenues and other long-term liabilities		15,691			14,732			15,325			15,009
Deferred income taxes		11,970			7,410			39,386			37,082

Total long-term liabilities		207,609			213,010			184,606			224,200

Total liabilities		300,538			359,202			300,324			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; 16,126,436 shares issued and outstanding as of November 1, 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; 15,774,314 shares issued and outstanding as of August 1, 2015 and 16,128,775 shares issued and outstanding as of January 31, 2015								157			161
Additional paid-in-capital		159,882			155,522			147,809			161,336
Retained earnings		211,999			206,277			177,232			169,102
Accumulated other comprehensive loss		(7,791	)		(7,468	)		(11,498	)		(12,852	)

Total		364,251			354,490			313,700			317,747
Treasury stock at cost; 510,929 as of November 1, 2014 and 400,516 as of February 1, 2014		(9,179	)		(6,957	)
Treasury stock at cost; no shares as of August 1, 2015 and 770,753 shares as of January 31, 2015								—			(15,730	)

Total equity		355,072			347,533			313,700			302,017

TOTAL	$	655,610		$	706,735		$	614,024		$	684,989


											Three Months Ended						Six Months Ended
	Three Months Ended						Nine Months Ended				August 1,			August 2,			August 1,			August 2,
	November 1, 2014			November 2, 2013			November 1, 2014		November 2, 2013		2015			2014			2015			2014
Revenues:
Net sales	$	203,267		$	214,700		$	649,193	$	674,676	$	204,638		$	196,010		$	462,895		$	445,926
Royalty income		8,173			7,421			23,093		21,469		8,661			7,522			16,818			14,920

Total revenues		211,440			222,121			672,286		696,145		213,299			203,532			479,713			460,846
Cost of sales		141,133			150,757			443,850		467,554		137,357			133,068			313,671			302,717

Gross profit		70,307			71,364			228,436		228,591		75,942			70,464			166,042			158,129

Operating expenses:
Selling, general and administrative expenses		64,477			68,434			201,045		205,624		68,254			66,858			137,862			136,568
Depreciation and amortization		3,008			3,573			8,976		9,375		3,446			2,988			6,768			5,968

Total operating expenses		67,485			72,007			210,021		214,999		71,700			69,846			144,630			142,536
(Loss) gain on sale of long-lived assets		—			(108	)		885		6,162
Gain (loss) on sale of long-lived assets												—			885			(697	)		885

Operating income (loss)		2,822			(751	)		19,300		19,754
Operating income												4,242			1,503			20,715			16,478
Costs of early extinguishment of debt												5,121			—			5,121			—
Interest expense		3,517			3,782			10,838		11,307		1,943			3,605			5,570			7,321


Net (loss) income before income taxes		(695	)		(4,533	)		8,462		8,447		(2,822	)		(2,102	)		10,024			9,157
Income tax (benefit) provision		(258	)		(1,511	)		2,740		2,979		(1,541	)		(486	)		1,894			2,998

Net (loss) income	$	(437	)	$	(3,022	)	$	5,722	$	5,468	$	(1,281	)	$	(1,616	)	$	8,130		$	6,159


Net (loss) income per share:
Basic	$	(0.03	)	$	(0.20	)	$	0.38	$	0.36	$	(0.09	)	$	(0.11	)	$	0.55		$	0.41

Diluted	$	(0.03	)	$	(0.20	)	$	0.38	$	0.36	$	(0.09	)	$	(0.11	)	$	0.53		$	0.41


Weighted average number of shares outstanding
Basic		14,954			14,991			14,881		15,042		15,048			14,906			14,849			14,844
Diluted		14,954			14,991			15,246		15,363		15,048			14,906			15,283			15,142


													Three Months Ended						Six Months Ended
	Three Months Ended						Nine Months Ended						August 1,			August 2,			August 1,			August 2,
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013			2015			2014			2015			2014
Net (loss) income	$	(437	)	$	(3,022	)	$	5,722		$	5,468		$	(1,281	)	$	(1,616	)	$	8,130		$	6,159
Other Comprehensive (loss) income:
Other Comprehensive income:
Foreign currency translation adjustments, net		(1,228	)		623			(591	)		(438	)		153			2			1,091			638
Unrealized gain on pension liability, net of tax⁽¹⁾		80			81			239			243			135			79			270			159
Unrealized gain on investments		14			—			29			—
Unrealized (loss) gain on investments														—			(23	)		(7	)		15

Total other comprehensive (loss) income		(1,134	)		704			(323	)		(195	)
Total other comprehensive income														288			58			1,354			812


Comprehensive (loss) income	$	(1,571	)	$	(2,318	)	$	5,399		$	5,273		$	(993	)	$	(1,558	)	$	9,484		$	6,971


	Nine Months Ended						Six Months Ended
	November 1, 2014			November 2, 2013			August 1, 2015			August 2, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5,722		$	5,468		$	8,130		$	6,159
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,541			9,814			7,087			6,280
Provision for bad debts		360			(154	)		279			253
Amortization of debt issue cost		483			528			266			320
Amortization of premiums and discounts		320			48			94			223
Amortization of unrealized loss on pension liability		390			399			270			260
Costs on early extinguishment of debt								1,158			—
Deferred income taxes		1,764			1,389			1,613			2,523
Gain on sale of long-lived assets		(885	)		(6,162	)
Share-based compensation		4,424			4,431			2,286			3,114
Changes in operating assets and liabilities:
Loss (gain) on sale of long-lived assets								697			(885	)
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable, net		16,614			25,544			13,199			36,277
Inventories		50,420			16,416			30,149			32,603
Prepaid income taxes		44			(2,027	)		190			245
Prepaid expenses and other current assets		(538	)		(464	)		(759	)		(2,166	)
Other assets		(313	)		(155	)		107			(150	)
Deferred pension obligation		(2,221	)		(2,229	)
Accounts payable and accrued expenses		(50,297	)		(56,509	)		(41,175	)		(38,636	)
Accrued interest payable		(2,986	)		(2,957	)		(2,534	)		(105	)
Unearned revenues and other liabilities		991			255			(666	)		1,835
Deferred pension obligation								85			(1,172	)

Net cash provided by (used in) operating activities		33,833			(6,365	)
Net cash provided by operating activities								20,476			46,978

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(12,525	)		(18,585	)		(7,345	)		(7,323	)
Purchase of investments		(27,331	)		—			(2,641	)		(22,897	)
Proceeds from investment maturities		19,844			—			11,860			14,160
Proceeds on sale of intangible assets		—			4,875			2,500			—
Proceeds from note receivable		250			—
Proceeds on sale of long-lived assets		—			1,892

Net cash used in investing activities		(19,762	)		(11,818	)
Net cash provided by (used in) investing activities								4,374			(16,060	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from senior credit facility		220,166			321,364			255,065			159,402
Payments on senior credit facility		(228,328	)		(302,538	)		(196,854	)		(167,564	)
Purchase of treasury stock		(2,222	)		(4,999	)
Payments on senior subordinated notes								(100,000	)		—
Payments on real estate mortgages		(593	)		(606	)		(410	)		(396	)
Payments on capital leases		(150	)		(237	)		(77	)		(150	)
Deferred financing fees		—			(66	)		(569	)		—
Proceeds from exercise of stock options		360			134			1,339			197
Tax benefit from exercise of equity instruments		(134	)		(78	)		(201	)		(144	)

Net cash (used in) provided by financing activities		(10,901	)		12,974
Net cash used in financing activities								(41,707	)		(8,655	)

Effect of exchange rate changes on cash and cash equivalents		243			(255	)		575			(34	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3,413			(5,464	)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS								(16,282	)		22,229
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		26,989			54,957			43,547			26,989

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	30,402		$	49,493		$	27,265		$	49,218


	Nine Months Ended				Six Months Ended
	November 1, 2014		November 2, 2013		August 1, 2015		August 2, 2014
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	13,021	$	13,688	$	7,746	$	6,883

Income taxes	$	616	$	1,561	$	366	$	464

NON-CASH FINANCING AND INVESTING ACTIVITIES:
Accrued purchases of property and equipment	$	17	$	971	$	—	$	168

Note receivable on sale of intangible asset	$	1,250	$	—	$	—	$	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.~~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.~~2017. 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.

In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory”, which requires inventory measured using any method other than last-in, first out (“LIFO”) or the retail inventory method to be subsequently measured at the lower of cost or net realizable value, rather than at the lower of cost or market. Under this ASU, subsequent measurement of inventory using the LIFO and retail inventory method is unchanged. ASU 2015-11 is effective prospectively for fiscal years, and for interim periods within those years, beginning after December 15, 2016. Early application is permitted. The Company is currently evaluating the impact that the adoption of ASU 2015-11 will have on its consolidated financial statements.

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 1,		January 31,
	November 1, 2014		February 1, 2014		2015		2015
	(in thousands)				(in thousands)
Finished goods	$	155,525	$	205,971	$	153,681	$	183,468
Raw materials and in process		156		631		297		266

Total	$	155,681	$	206,602	$	153,978	$	183,734

The Company’s investments include marketable securities and certificates of deposit at ~~November~~August 1, ~~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 ~~$8.0~~$4.5 million with maturity dates within one ~~year or less and $1.1 million with maturity dates over one year and less than two years.~~year. 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).

Investments consisted of the following as of ~~November~~August 1, ~~2014:~~2015:


	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
	(in thousands)									(in thousands)
Marketable securities	$	13,533	$	5	$	(4	)	$	13,534	$	6,182	$	1	$	(1	)	$	6,182
Certificates of deposit		9,112		1		(12	)		9,101		4,522		1		(1	)		4,522

Total investments	$	22,645	$	6	$	(16	)	$	22,635	$	10,704	$	2	$	(2	)	$	10,704

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


							August 1,			January 31,
	November 1, 2014			February 1, 2014			2015			2015
	(in thousands)						(in thousands)
Furniture, fixtures and equipment	$	78,651		$	74,188		$	83,037		$	79,225
Buildings and building improvements		19,700			19,614			19,881			19,719
Vehicles		462			771			560			569
Leasehold improvements		46,300			40,335			50,511			47,807
Land		9,488			9,488			9,488			9,488

Total		154,601			144,396			163,477			156,808
Less: accumulated depreciation and amortization		(91,055	)		(84,484	)		(97,258	)		(92,175	)

Total	$	63,546		$	59,912		$	66,219		$	64,633

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


							August 1,			January 31,
	November 1, 2014			February 1, 2014			2015			2015
	(in thousands)						(in thousands)
Furniture, fixtures and equipment	$	888		$	938		$	810		$	888
Less: accumulated depreciation and amortization		(717	)		(543	)		(47	)		(791	)

Total	$	171		$	395		$	763		$	97

For the three months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~2013,~~2014, depreciation and amortization expense relating to property and equipment amounted to ~~$3.1~~$3.3 million and ~~$3.5~~$2.9 million, respectively. For the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~2013,~~2014, depreciation and amortization expense relating to property and equipment amounted to ~~$8.9~~$6.6 million and ~~$9.1~~$5.8 million, respectively. These amounts include amortization expense for leased property under capital leases.

The Company previously closed its Winnsboro distribution facility (“Winnsboro”) and listed the property for sale. Accordingly, Winnsboro was classified as a held-for-sale asset in the amount of $2.0 million. During the third quarter of fiscal 2014, the Company sold Winnsboro for a total sales price of $2.0 million, less selling commissions and closing costs. As a result of this transaction, the Company recorded a loss of $0.1 million.

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

On 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 price was $2.5 million, ~~at November 1, 2014 and February 1, 2014.~~which was collected during the first quarter of fiscal 2016. In connection with this transaction, the Company recorded a loss of ($0.7) million in the licensing segment.

On August 1, 2014, the Company entered into 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~~were 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 was due within four days of the completion date and has~~two payments have been ~~paid.~~received. The remaining ~~four~~three payments are to be paid annually commencing on August 1, ~~2015~~2016 with the final payment to be made on August 1, 2018. As a result of this transaction, the Company recorded a gain of $0.9 million in the licensing ~~segment.~~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 during the first quarter of fiscal 2014 and $2.6 million during the fourth quarter of fiscal 2013. As a result of this transaction, the Company recorded a gain of $6.3 million in the licensing segment.


							August 1,			January 31,
	November 1, 2014			February 1, 2014			2015			2015
	(in thousands)						(in thousands)
Customer lists	$	8,450		$	8,450		$	8,450		$	8,450
Less: accumulated amortization		(3,553	)		(2,863	)		(4,230	)		(3,782	)

Total	$	4,897		$	5,587		$	4,220		$	4,668

For the three months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~2013,~~2014, amortization expense relating to customer lists amounted to approximately $0.2 million ~~respectively, for each period.~~and $0.3 million, respectively. For the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~2013,~~2014, amortization expense relating to customer lists amounted to ~~$0.7~~$0.4 million ~~respectively, for each period.~~and $0.5 million, respectively. 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 ~~November~~August 1, ~~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 1,			January 31,
	November 1, 2014			February 1, 2014			2015			2015
	(in thousands)						(in thousands)
Total letter of credit facilities	$	45,320		$	45,329		$	30,312		$	45,301
Outstanding letters of credit		(11,595	)		(11,858	)		(11,595	)		(11,595	)

Total letters of credit available	$	33,725		$	33,471
Total credit available							$	18,717		$	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 ~~$4.4~~$3.2 million and ~~$4.7~~$3.1 million for the three months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~2013,~~2014, respectively, and ~~$12.2~~$7.0 million and ~~$13.4~~$7.8 million for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~2013,~~2014, 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~~net (loss) income 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 ~~(loss)~~ 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						Nine Months Ended				Three Months Ended						Six Months Ended
	November 1,			November 2,			November 1,		November 2,		August 1,			August 2,			August 1,		August 2,
	2014			2013			2014		2013		2015			2014			2015		2014
	(in thousands, except per share data)										(in thousands, except per share data)
Numerator:
Net (loss) income	$	(437	)	$	(3,022	)	$	5,722	$	5,468	$	(1,281	)	$	(1,616	)	$	8,130	$	6,159
Denominator:
Basic-weighted average shares		14,954			14,991			14,881		15,042		15,048			14,906			14,849		14,844
Dilutive effect: equity awards		—			—			365		321		—			—			434		298

Diluted-weighted average shares		14,954			14,991			15,246		15,363		15,048			14,906			15,283		15,142

Basic (loss) income per share	$	(0.03	)	$	(0.20	)	$	0.38	$	0.36	$	(0.09	)	$	(0.11	)	$	0.55	$	0.41

Diluted (loss) income per share	$	(0.03	)	$	(0.20	)	$	0.38	$	0.36	$	(0.09	)	$	(0.11	)	$	0.53	$	0.41

Antidilutive effect:⁽¹⁾		1,778			2,038			886		908		1,220			1,825			517		1,109


	Changes in Equity			Changes in Equity
				(in thousands)
Equity at January 31, 2015				$	302,017
Comprehensive income					9,484
Share transactions under employee equity compensation plans					2,199

Equity at August 1, 2015				$	313,700
	(in thousands)
Equity at February 1, 2014	$	347,533		$	347,533
Comprehensive income		5,399			6,971
Share transactions under employee equity compensation plans		4,362			2,892
Purchase of treasury stock		(2,222	)

Equity at November 1, 2014	$	355,072
Equity at August 2, 2014				$	357,396

Equity at February 2, 2013	$	371,240
Comprehensive income		5,273
Share transactions under employee equity compensation plans		4,487
Purchase of treasury stock		(4,999	)

Equity at November 2, 2013	$	376,001

During the ~~three months ended November 1, 2014, the Board~~second quarter of ~~Directors extended the stock repurchase program to authorize~~fiscal 2016, the Company to purchase, from time to time and as market and business conditions warranted, up to $60 million of the Company’s common stock for cash in the open market or in privately negotiated transactions through October 31, 2015. Although the Board of Directors allocated a maximum of $60 million to carry out the program, the Company is not obligated to purchase any specific number of outstanding shares and will reevaluate the program on an ongoing basis. Total purchases under the plan to date amount to $45.1 million.

~~During the three months ended November 1, 2014 and November 2, 2013, the Company repurchased~~retired 770,753 shares of ~~its common~~treasury stock recorded at a cost of ~~$2.2 million~~approximately $15.7 million. Accordingly, during the second quarter of fiscal 2016, the Company reduced common stock and ~~$5.0~~additional paid in capital by $7,000 and $15.7 million, respectively.

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


	Three Months Ended							Three Months Ended
	November 1, 2014			November 2, 2013				August 1, 2015		August 2, 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		(50	)		(52	)	Income tax provision		—		51	Income tax provision

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


	Nine Months Ended
	November 1, 2014			November 2, 2013
	(in thousands)
Amortization of defined benefit pension items
Actuarial gains	$	390		$	399		Selling, general and administrative expenses
Tax provision		(151	)		(156	)	Income tax provision

Total, net of tax	$	239		$	243

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 ~~November~~August 1, ~~2014,~~2015, the fiscal 2011, 2012 and ~~2012~~2013 U.S. federal income tax returns are under examination as well as various state, local, and foreign income tax returns by various taxing authorities.

The ability to realize deferred tax assets requires significant judgment. While the company currently expects to realize its net deferred tax assets based on projected future income, if taxable income falls below its forecasted income, management may need to provide a valuation allowance on a portion or all of its deferred tax assets. Additional factors that raise the risk of realization of its deferred tax assets include certain net operating losses in the domestic operations, which are also subject to Section 382 limitations that begin expiring in 2018.

~~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 ~~nine~~six months ended ~~November~~August 1, ~~2014,~~

2015, the total amount of unrecognized tax benefits increased by approximately ~~$46,000~~$118,000 and ~~decreased by approximately $35,000,~~$110,000, respectively. The change to the total amount of the unrecognized tax ~~benefit~~benefits for the three and ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 included an increase in interest and penalties of approximately ~~$12,000~~$20,000 and ~~a decrease~~$27,000, respectively.

The Company resolved the ongoing examination with the state of ~~approximately $92,000, respectively.~~

New York during the three months ended August 1, 2015. The Company does not currently anticipate a resolution within the next twelve months for any of the remaining unrecognized tax benefits as of ~~November~~August 1, ~~2014.~~2015. The statute of limitations related to the Company’s fiscal 2011 and 2012 U.S. federal tax ~~year~~years has been extended as part of the examination and will 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, whose utilization is not restricted by factors beyond the Company’s control. The establishment of valuation allowances and development of projected annual effective tax rates requires significant judgment and is impacted by various estimates. Both positive and negative evidence, as well as the objectivity and verifiability of that evidence, is considered in determining the appropriateness of recording a valuation allowance on deferred tax assets. While the Company recognized pretax earnings through the six months ended August 1, 2015, by itself that does not represent sufficient positive evidence of deferred tax asset realizability to warrant removing the valuation allowances established against the U.S. deferred tax assets. Deferred tax assets without valuation allowances remain in certain foreign tax jurisdictions, where supported by the evidence.

In 2002, the Company adopted the 2002 Stock Option Plan (the “2002 Plan”). The 2002 Plan was amended in 2003 to increase the number of shares reserved for issuance thereunder, among other changes. As amended, the 2002 Plan allowed the Company to grant Options to purchase up to an aggregate of 1,500,000 shares of the Company’s common stock. In 2005, the Company adopted the 2005 Long-Term Incentive Compensation Plan (the “2005 Plan”). The 2005 Plan allowed the Company to grant Options and other awards to purchase or receive up to an aggregate of 2,250,000 shares of the Company’s common stock, reduced by any awards outstanding under the 2002 Plan. On March 13, 2008, the Board of Directors unanimously adopted an amendment and restatement of the 2005 Plan that increased the number of shares available for grants by an additional 2,250,000 shares to an aggregate of 4,750,000 shares of common stock. On March 17, 2011, the Board of Directors unanimously adopted, the second amendment and restatement of the 2005 Plan, which increased the number of shares available for grants by an additional 500,000 shares to an aggregate of 5,250,000 shares of common stock. On May 20, 2015, the Board of Directors unanimously adopted, subject to shareholder approval at the annual meeting, the Perry Ellis International, Inc. 2015 Long Term Incentive Compensation Plan, which is an amendment and restatement of the 2005 Plan (the “2015 Plan, and collectively with the 2002 and 2005 Plans, as amended, the “Stock Plan”). The amendment was approved by the shareholders at the Company’s 2015 annual meeting.

The 2015 Plan extends the existing term until July 17, 2025 as well as increases the number of shares of common stock reserved for issuance by an additional 1,000,000 shares to an aggregate of 6,250,000 shares.

The Stock Plan is designed to serve as an incentive for attracting and retaining qualified and competent employees, officers, directors, consultants, and other persons who provide services to the Company.

The 2015 Plan provides for the grants of Incentive Stock Options and Nonstatutory Stock Options. An Incentive Stock Option is an option to purchase common stock, which meets the requirements set forth under Section 422 of the Internal Revenue Code of 1986, as amended (“Section 422”). A Nonstatutory Stock Option is an option to purchase common stock, which meets the requirements of the 2015 Plan, but does not meet the definition of an “incentive stock option” under Section 422.

The 2015 Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), which is comprised of two or more non-employee directors. Subject to the terms of the 2015 Plan the Committee determines the participants, the allotment of shares to participants, and the term of the options. The Committee also determines the exercise price and certain other terms of the options; provided, however that the per share exercise price of options granted under the 2015 Plan may not be less than the fair market value of the common stock on the date of grant, and in the case of an Incentive Stock Option granted to a 10% shareholder, the per share exercise price will not be less than 110% of the fair market value of the common stock on the date of grant.

Under the 2015 Plan, restricted stock awards are granted subject to restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, or as otherwise provided in the 2015 Plan, covering a period of time specified by the Committee. The terms of any restricted stock awards granted under the 2015 Plan are set forth in a written award agreement, which contains provisions determined by the Committee that are not inconsistent with the 2015 Plan. The restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restricted under the terms of the 2015 Plan and any award agreement relating to a restricted stock award, a participant granted restricted stock shall have all of the rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the Restriction Period (as defined in the 2015 Plan), the restricted stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the participant.

During the ~~first,~~ second ~~and third quarters~~quarter of fiscal ~~2015,~~2016, the Company granted an aggregate of ~~240,852, 12,504 and 2,034~~8,130 SARs, to be settled in shares of ~~restricted~~common stock to ~~certain key employees, which~~two new directors. The SARs have an excercise price of $23.38 and generally vest ~~primarily~~ over a three-year period and have a seven-year term, at an estimated value, based on theBlack-Scholes Option Pricing Model, of ~~$3.6 million, $0.2 million and $40,000, respectively.~~approximately $0.1 million. This value is being recorded as compensation expense on a straight-line basis over the vesting period of the restricted stock.

During the first and second quarters of fiscal 2016, the Company granted an aggregate of 73,489 and 141,613 shares of restricted stock to certain key employees, which vest primarily over a three-year period, at an estimated value of $1.8 million and $3.5 million, respectively. This value is being recorded as compensation expense on a straight-line basis over the vesting period of the restricted stock.

Also, during the second quarter of fiscal ~~2015,~~2016, the Company awarded to five directors an aggregate of ~~16,950~~12,840 shares of restricted stock. The restricted stock ~~which vest~~awarded vests primarily over a ~~three year~~three-year period, at an estimated ~~fair~~ value of $0.3 million. This value is being recorded as compensation expense on a straight-line basis over the vesting period of the restricted stock.

During the third quarter of fiscal 2015, the Company granted an aggregate of 3,501 SARs, to be settled in shares of common stock, to certain key employees. The SARs have an exercise price of $20.12, generally vest over a three-year period and have a~~seven-year~~ ~~term. The total fair value of the SARs, based on theBlack-Scholes~~ ~~Option Pricing Model, amounted to approximately $38,000, which is being recorded as compensation expense on a straight-line basis over the vesting period of each SAR.~~

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, respectively, which is being recorded as compensation expense on a straight-line basis over the vesting period of each SAR.~~

In April ~~May and August 2014,~~2015, a total of ~~42,132, 1,000 and 1,667~~91,083 shares of restricted stock vested, of which ~~17,929, 404 and 617~~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, $6,000 and $13,000 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, ~~Original Penguin, Laundry by Shelly Segal, Ben Hogan,~~ Jantzen, John Henry, Original Penguin, Gotcha, Farah, Savane, Pro Player, Laundry, Manhattan and ~~Manhattan.~~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
	Three Months Ended						Nine Months Ended						August 1,			August 2,			August 1,			August 2,
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013			2015			2014			2015			2014
	(in thousands)												(in thousands)
Revenues:
Men’s Sportswear and Swim	$	145,732		$	158,585		$	487,906		$	509,856		$	150,488		$	147,175		$	348,941		$	342,174
Women’s Sportswear		36,721			37,912			97,448			110,032			29,882			26,240			68,705			60,727
Direct-to-Consumer		20,814			18,203			63,839			54,788			24,268			22,595			45,249			43,025
Licensing		8,173			7,421			23,093			21,469			8,661			7,522			16,818			14,920

Total revenues	$	211,440		$	222,121		$	672,286		$	696,145		$	213,299		$	203,532		$	479,713		$	460,846


Depreciation and amortization:
Men’s Sportswear and Swim	$	1,606		$	1,893		$	4,804		$	5,364		$	1,863		$	1,564		$	3,738		$	3,198
Women’s Sportswear		487			583			1,444			1,408			566			496			1,066			957
Direct-to-Consumer		880			1,062			2,615			2,500			971			889			1,875			1,735
Licensing		35			35			113			103			46			39			89			78

Total depreciation and amortization	$	3,008		$	3,573		$	8,976		$	9,375		$	3,446		$	2,988		$	6,768		$	5,968

Operating (loss) income:

Operating income :
Men’s Sportswear and Swim	$	(2,091	)	$	(1,188	)	$	7,163		$	6,640		$	822		$	(1,779	)	$	12,152		$	9,254
Women’s Sportswear		1,324			(735	)		(249	)		(36	)		(1,051	)		(1,970	)		331			(1,573	)
Direct-to-Consumer		(2,937	)		(4,330	)		(5,915	)		(9,595	)		(2,147	)		(1,126	)		(4,013	)		(2,978	)
Licensing⁽¹⁾		6,526			5,502			18,301			22,745			6,618			6,378			12,245			11,775

Total operating income (loss)	$	2,822		$	(751	)	$	19,300		$	19,754
Total operating income													$	4,242		$	1,503		$	20,715		$	16,478
Costs on early extinguishment of debt														5,121			—			5,121			—
Total interest expense		3,517			3,782			10,838			11,307			1,943			3,605			5,570			7,321

Total net (loss) income before income taxes	$	(695	)	$	(4,533	)	$	8,462		$	8,447		$	(2,822	)	$	(2,102	)	$	10,024		$	9,157

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


													Three Months Ended						Six Months Ended
	Three Months Ended						Nine Months Ended						August 1,			August 2,			August 1,			August 2,
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013			2015			2014			2015			2014
	(in thousands)												(in thousands)
Service cost	$	63		$	63		$	189		$	189		$	63		$	63		$	126		$	126
Interest cost		433			406			1,299			1,218			337			433			674			866
Expected return on plan assets		(508	)		(555	)		(1,524	)		(1,665	)		(658	)		(508	)		(1,316	)		(1,016	)
Amortization of net loss		130			133			390			399
Amortization of net gain														135			130			270			260

Net periodic benefit cost	$	118		$	47		$	354		$	141		$	(123	)	$	118		$	(246	)	$	236

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 August 1, 2015, we had outstanding borrowings of $58.2 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 7⁷/ 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.

In March 2011, the Company issued $150 million 7 ⁷/ ₈% senior subordinated notes, due April 1, 2019. The proceeds of this offering were used to retire the $150 million 8 ⁷/ 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 the Company were $146.5 million yielding an effective interest rate of 8.0%.

On April 6, 2015, the Company elected to call for the partial redemption of $100 million of its $150 million 7 ⁷/ ₈% senior subordinated notes due 2019 and a notice of redemption was sent to all registered holders of the senior subordinated 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 the Company’s ability and the ability of its 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. The Company is not aware of any non-compliance with any of its covenants in this indenture. The Company could be materially harmed if it violated any covenants because the indenture’s trustee could declare the outstanding notes, together with accrued interest, to be immediately due and payable, which the Company 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 the Company’s debt obligations becoming immediately due and payable, which it may not be able to satisfy.

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 ~~$23.1 million and $24.0~~$23.0 million at ~~November~~August 1, ~~2014~~2015 and ~~February 1, 2014,~~January 31, 2015, respectively. The carrying values of the real estate mortgages at ~~November~~August 1, ~~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 $50.0 million and $150.0 million at ~~November~~August 1, ~~2014~~2015 and ~~February 1, 2014. As of November 1, 2014 and February 1, 2014, the~~January 31, 2015. The fair value of the 7⁷/₈% senior subordinated notes payable was ~~$156.0~~approximately $51.0 million and ~~$160.0~~$157.0 million as of August 1, 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 and retail space. These facilities are in close proximity to the Company’s 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. As disclosed in Form 10k for year ended February 1, 2014, our total facilities, retail and office space both owned and leased totals over 1.5 million square feet.

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 plaintiff is seeking an unspecified amount of damages. The lawsuit has been pleaded but not certified as a class action. Mediation was held during the third quarter of fiscal 2015. Currently, the parties are in settlement discussions. The Company believes that it has meritorious defenses to the claims alleged and is vigorously defending the matter. The final outcome of the case is not expected to have a material impact on the Company.

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 ~~November~~August 1, ~~2014~~2015 and ~~February 1, 2014~~January 31, 2015 and for the three and ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~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 ($18.4) million in net cash from financing activities in the parent only column for the nine months ended November 2, 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	$	—	$	9,196	$	21,206	$	—		$	30,402	$	—	$	4,301	$	22,964	$	—		$	27,265
Accounts receivable, net		—		108,516		20,750		—			129,266		—		97,938		26,337		—			124,275
Intercompany receivable, net		172,031		—		—		(172,031	)		—		76,028		—		—		(76,028	)		—
Inventories		—		132,362		23,319		—			155,681		—		129,583		24,395		—			153,978
Investment, at fair value		—		—		22,635		—			22,635		—		—		10,704		—			10,704
Deferred income taxes		—		16,351		354		—			16,705		—		—		701		—			701
Prepaid income taxes		6,339		—		—		1,197			7,536		5,836		—		—		338			6,174
Prepaid expenses and other current assets		—		6,925		955		—			7,880		—		7,005		893		—			7,898

Total current assets		178,370		273,350		89,219		(170,834	)		370,105		81,864		238,827		85,994		(75,690	)		330,995
Property and equipment, net		—		58,981		4,565		—			63,546		—		61,855		4,364		—			66,219
Other intangible assets, net		—		176,793		33,638		—			210,431		—		172,919		33,638		—			206,557
Goodwill		—		6,022		—		—			6,022		—		6,022		—		—			6,022
Investment in subsidiaries		325,648		—		—		(325,648	)		—		282,844		—		—		(282,844	)		—
Other assets		2,163		1,954		1,389		—			5,506		503		2,366		1,362		—			4,231

TOTAL	$	506,181	$	517,100	$	128,811	$	(496,482	)	$	655,610	$	365,211	$	481,989	$	125,358	$	(358,534	)	$	614,024


LIABILITIES AND EQUITY

Current Liabilities:
Accounts payable	$	—	$	57,956	$	7,892	$	—		$	65,848	$	—	$	64,062	$	10,455	$	—		$	74,517
Accrued expenses and other liabilities		—		17,743		3,769		(499	)		21,013		—		21,059		5,095		—			26,154
Accrued interest payable		1,109		—		—		—			1,109		1,511		—		—		—			1,511
Income taxes payable													—		452		906		(1,358	)		—
Unearned revenues		—		3,192		1,767		—			4,959		—		2,912		1,527		—			4,439
Deferred pension obligation													—		8,943		72		—			9,015
Deferred income taxes													—		82		—		—			82
Intercompany payable , net		—		152,083		22,723		(174,806	)		—		—		59,528		20,794		(80,322	)		—

Total current liabilities		1,109		230,974		36,151		(175,305	)		92,929		1,511		157,038		38,849		(81,680	)		115,718


Senior subordinated notes payable, net		150,000		—		—		—			150,000		50,000		—		—		—			50,000
Senior credit facility													—		58,211		—		—			58,211
Real estate mortgages		—		22,302		—		—			22,302		—		21,684		—		—			21,684
Deferred pension obligation		—		7,572		74		—			7,646
Unearned revenues and other long-term liabilities		—		13,977		1,714		—			15,691		—		14,567		758		—			15,325
Deferred income taxes		—		10,274		—		1,696			11,970		—		37,687		3		1,696			39,386

Total long-term liabilities		150,000		54,125		1,788		1,696			207,609		50,000		132,149		761		1,696			184,606

Total liabilities		151,109		285,099		37,939		(173,609	)		300,538		51,511		289,187		39,610		(79,984	)		300,324

Total equity		355,072		232,001		90,872		(322,873	)		355,072		313,700		192,802		85,748		(278,550	)		313,700

TOTAL	$	506,181	$	517,100	$	128,811	$	(496,482	)	$	655,610	$	365,211	$	481,989	$	125,358	$	(358,534	)	$	614,024


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

Current Assets:
Cash and cash equivalents	$	—	$	—	$	29,988	$	(2,999	)	$	26,989	$	—	$	30,055	$	13,492	$	—		$	43,547
Accounts receivable, net		—		123,539		22,853		—			146,392		—		114,325		23,107		—			137,432
Intercompany receivable, net		174,075		—		—		(174,075	)		—		174,264		—		—		(174,264	)		—
Inventories		—		183,216		23,386		—			206,602		—		156,107		27,627		—			183,734
Investments, at fair value		—		—		15,398		—			15,398		—		—		19,996		—			19,996
Deferred income taxes		—		13,806		254		—			14,060		—		—		725		—			725
Prepaid income taxes		5,141		—		1,193		1,245			7,579		5,275		—		314		795			6,384
Prepaid expenses and other current assets		—		6,578		791		—			7,369		—		6,159		965		—			7,124

Total current assets		179,216		327,139		93,863		(175,829	)		424,389		179,539		306,646		86,226		(173,469	)		398,942
Property and equipment, net		—		55,046		4,866		—			59,912		—		60,216		4,417		—			64,633
Other intangible assets, net		—		177,482		34,003		—			211,485		—		176,563		33,638		—			210,201
Goodwill		—		6,022		—		—			6,022		—		6,022		—		—			6,022
Investment in subsidiaries		319,926		—		—		(319,926	)		—		274,714		—		—		(274,714	)		—
Other assets		2,486		1,822		619		—			4,927		1,809		1,926		1,456		—			5,191

TOTAL	$	501,628	$	567,511	$	133,351	$	(495,755	)	$	706,735	$	456,062	$	551,373	$	125,737	$	(448,183	)	$	684,989


LIABILITIES AND EQUITY

Current Liabilities:
Accounts payable	$	—	$	104,480	$	10,961	$	(2,999	)	$	112,442	$	—	$	105,046	$	12,743	$	—		$	117,789
Accrued expenses and other liabilities		—		19,294		5,799		(451	)		24,642		—		17,945		4,410		—			22,355
Accrued interest payable		4,095		—		—		—			4,095		4,045		—		—		—			4,045
Income taxes payable													—		901		—		(901	)		—
Unearned revenues		—		3,192		1,821		—			5,013		—		3,023		1,833		—			4,856
Deferred pension obligation													—		8,878		52		—			8,930
Deferred income taxes													—		797		—		—			797
Intercompany payable, net		—		151,253		24,997		(176,250	)		—		—		156,438		23,211		(179,649	)		—

Total current liabilities		4,095		278,219		43,578		(179,700	)		146,192		4,045		293,028		42,249		(180,550	)		158,772


Senior subordinated notes payable, net		150,000		—		—		—			150,000		150,000		—		—		—			150,000
Senior credit facility		—		8,162		—		—			8,162
Real estate mortgages		—		22,844		—		—			22,844		—		22,109		—		—			22,109
Deferred pension obligation		—		9,792		70		—			9,862
Unearned revenues and other long-term liabilities		—		12,064		2,668		—			14,732		—		13,620		1,389		—			15,009
Deferred income taxes		—		5,712		2		1,696			7,410		—		35,383		3		1,696			37,082

Total long-term liabilities		150,000		58,574		2,740		1,696			213,010		150,000		71,112		1,392		1,696			224,200

Total liabilities		154,095		336,793		46,318		(178,004	)		359,202		154,045		364,140		43,641		(178,854	)		382,972

Total equity		347,533		230,718		87,033		(317,751	)		347,533		302,017		187,233		82,096		(269,329	)		302,017

TOTAL	$	501,628	$	567,511	$	133,351	$	(495,755	)	$	706,735	$	456,062	$	551,373	$	125,737	$	(448,183	)	$	684,989


	Parent Only			Guarantors			Non- Guarantors			Eliminations		Consolidated			Parent Only			Guarantors			Non- Guarantors			Eliminations			Consolidated
Revenues:
Net sales	$	—		$	182,512		$	20,755		$	—	$	203,267		$	—		$	173,789		$	22,221		$	—		$	196,010
Royalty income		—			4,995			3,178			—		8,173			—			4,570			2,952			—			7,522

Total revenues		—			187,507			23,933			—		211,440			—			178,359			25,173			—			203,532
Cost of sales		—			128,438			12,695			—		141,133			—			118,314			14,754			—			133,068

Gross profit		—			59,069			11,238			—		70,307			—			60,045			10,419			—			70,464
Operating expenses:
Selling, general and administrative expenses		—			55,639			8,838			—		64,477			—			56,876			9,982			—			66,858
Depreciation and amortization		—			2,735			273			—		3,008			—			2,752			236			—			2,988

Total operating expenses		—			58,374			9,111			—		67,485			—			59,628			10,218			—			69,846

Gain on sale of long-lived assets																—			—			885			—			885

Operating income		—			695			2,127			—		2,822			—			417			1,086			—			1,503
Interest expense		—			3,531			(14	)		—		3,517			—			3,615			(10	)		—			3,605

Net (loss) income before income taxes		—			(2,836	)		2,141			—		(695	)		—			(3,198	)		1,096			—			(2,102	)
Income tax (benefit) provision		—			(1,320	)		1,062			—		(258	)		—			381			(867	)		—			(486	)

Equity in earnings of subsidiaries, net		(437	)		—			—			437		—			(1,616	)		—			—			1,616			—

Net (loss) income		(437	)		(1,516	)		1,079			437		(437	)		(1,616	)		(3,579	)		1,963			1,616			(1,616	)

Other comprehensive (loss) income		(1,134	)		80			(1,214	)		1,134		(1,134	)
Other comprehensive income (loss)																58			79			(21	)		(58	)		58

Comprehensive (loss) income	$	(1,571	)	$	(1,436	)	$	(135	)	$	1,571	$	(1,571	)	$	(1,558	)	$	(3,500	)	$	1,942		$	1,558		$	(1,558	)

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

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


	Parent Only			Guarantors			Non- Guarantors			Eliminations			Consolidated			Parent Only		Guarantors		Non- Guarantors		Eliminations			Consolidated
Revenues:
Net sales	$	—		$	619,446		$	55,230		$	—		$	674,676		$	—	$	399,120	$	46,806	$	—		$	445,926
Royalty income		—			12,612			8,857			—			21,469			—		9,090		5,830		—			14,920

Total revenues		—			632,058			64,087			—			696,145			—		408,210		52,636		—			460,846
Cost of sales		—			433,855			33,699			—			467,554			—		272,559		30,158		—			302,717

Gross profit		—			198,203			30,388			—			228,591			—		135,651		22,478		—			158,129
Operating expenses:
Selling, general and administrative expenses		—			183,313			22,311			—			205,624			—		117,430		19,138		—			136,568
Depreciation and amortization		—			8,804			571			—			9,375			—		5,521		447		—			5,968

Total operating expenses		—			192,117			22,882			—			214,999			—		122,951		19,585		—			142,536

(Loss) gain on sale of long-lived assets		—			(799	)		6,961			—			6,162
Gain on sale of long-lived assets																	—		—		885		—			885

Operating income		—			5,287			14,467			—			19,754			—		12,700		3,778		—			16,478
Interest expense		—			11,226			81			—			11,307			—		7,300		21		—			7,321

Net (loss) income before income taxes		—			(5,939	)		14,386			—			8,447
Net income before income taxes																	—		5,400		3,757		—			9,157
Income tax provision		—			719			2,260			—			2,979			—		2,601		397		—			2,998

Equity in earnings of subsidiaries, net		5,468			—			—			(5,468	)		—			6,159		—		—		(6,159	)		—

Net income (loss)		5,468			(6,658	)		12,126			(5,468	)		5,468
Net income																	6,159		2,799		3,360		(6,159	)		6,159

Other comprehensive (loss) income		(195	)		243			(438	)		195			(195	)
Other comprehensive income																	812		159		653		(812	)		812

Comprehensive income (loss)	$	5,273		$	(6,415	)	$	11,688		$	(5,273	)	$	5,273
Comprehensive income																$	6,971	$	2,958	$	4,013	$	(6,971	)	$	6,971


	Parent Only			Guarantors			Non- Guarantors			Eliminations			Consolidated			Parent Only			Guarantors			Non- Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:	$	(3,859	)	$	33,000		$	1,693		$	2,999		$	33,833		$	(1,789	)	$	19,293		$	2,972		$	—		$	20,476


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		—			(11,860	)		(665	)		—			(12,525	)		—			(6,734	)		(611	)		—			(7,345	)
Purchase of investments		—			—			(27,331	)		—			(27,331	)		—			—			(2,641	)		—			(2,641	)
Proceeds from investments maturities		—			—			19,844			—			19,844
Proceeds from note receivable		—			—			250			—			250
Proceeds from investment maturities																	—			—			11,860			—			11,860
Proceeds on sale of intangible assets																	—			2,500			—			—			2,500
Intercompany transactions		5,612			—			—			(5,612	)		—			100,076			—			—			(100,076	)		—

Net cash provided by (used in) investing activities		5,612			(11,860	)		(7,902	)		(5,612	)		(19,762	)		100,076			(4,234	)		8,608			(100,076	)		4,374


CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on senior subordinated notes																	(100,000	)		—			—			—			(100,000	)
Borrowings from senior credit facility		—			220,166			—			—			220,166			—			255,065			—			—			255,065
Payments on senior credit facility		—			(228,328	)		—			—			(228,328	)		—			(196,854	)		—			—			(196,854	)
Payments on real estate mortgages		—			(593	)		—			—			(593	)		—			(410	)		—			—			(410	)
Purchase of treasury stock		(2,222	)		—			—			—			(2,222	)
Payments on capital leases		—			(150	)		—			—			(150	)		—			(77	)		—			—			(77	)
Deferred financing fees																	—			(569	)		—			—			(569	)
Proceeds from exercise of stock options		360			—			—			—			360			1,339			—			—			—			1,339
Tax benefit from exercise of equity instruments		(134	)		—			—			—			(134	)		(201	)		—			—			—			(201	)
Intercompany transactions		—			(3,039	)		(2,816	)		5,855			—						(97,968	)		(2,683	)		100,651			—

Net cash (used in) provided by financing activities		(1,996	)		(11,944	)		(2,816	)		5,855			(10,901	)		(98,862	)		(40,813	)		(2,683	)		100,651			(41,707	)
Effect of exchange rate changes on cash and cash equivalents		243			—			243			(243	)		243			575			—			575			(575	)		575

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		—			9,196			(8,782	)		2,999			3,413
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS																	—			(25,754	)		9,472			—			(16,282	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		—			—			29,988			(2,999	)		26,989			—			30,055			13,492			—			43,547

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	9,196		$	21,206		$	—		$	30,402		$	—		$	4,301		$	22,964		$	—		$	27,265


	Parent Only			Guarantors			Non- Guarantors			Eliminations			Consolidated			Parent Only			Guarantors			Non- Guarantors			Eliminations			Consolidated
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES:	$	(13,239	)	$	11,329		$	(4,455	)	$	—		$	(6,365	)	$	(182	)	$	39,319		$	4,842		$	2,999		$	46,978


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		—			(17,337	)		(1,248	)		—			(18,585	)		—			(6,895	)		(428	)		—			(7,323	)
Proceeds on sale of intangible assets		—			—			4,875			—			4,875
Proceeds on sale of long-lived assets, net		—			1,892			—			—			1,892
Purchase of investments																	—			—			(22,897	)		—			(22,897	)
Proceeds from investment maturities																	—			—			14,160			—			14,160
Intercompany transactions		18,437			—			—			(18,437	)		—			163			—			—			(163	)		—

Net cash provided by (used in) investing activities		18,437			(15,445	)		3,627			(18,437	)		(11,818	)		163			(6,895	)		(9,165	)		(163	)		(16,060	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings from senior credit facility		—			321,364			—			—			321,364			—			159,402			—			—			159,402
Payments on senior credit facility		—			(302,538	)		—			—			(302,538	)		—			(167,564	)		—			—			(167,564	)
Purchase of treasury stock		(4,999	)		—			—			—			(4,999	)
Payments on real estate mortgages		—			(606	)		—			—			(606	)		—			(396	)		—			—			(396	)
Payments on capital leases		—			(237	)		—			—			(237	)		—			(150	)		—			—			(150	)
Tax benefit from exercise of stock options		(78	)		—			—			—			(78	)
Deferred financing fees		—			(66	)		—			—			(66	)
Proceeds from exercise of stock options		134			—			—			—			134			197			—			—			—			197
Tax benefit from exercise of equity instruments																	(144	)		—			—			—			(144	)
Intercompany transactions		—			(27,384	)		9,202			18,182			—			—			(2,307	)		2,178			129			—

Net cash (used in) provided by financing activities		(4,943	)		(9,467	)		9,202			18,182			12,974
Net cash provided by (used in) financing activities																	53			(11,015	)		2,178			129			(8,655	)
Effect of exchange rate changes on cash and cash equivalents		(255	)		—			(255	)		255			(255	)		(34	)		—			(34	)		34			(34	)

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		—			(13,583	)		8,119			—			(5,464	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS																	—			21,409			(2,179	)		2,999			22,229
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		—			14,825			40,132			—			54,957			—			—			29,988			(2,999	)		26,989

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	1,242		$	48,251		$	—		$	49,493		$	—		$	21,409		$	27,809		$	—		$	49,218

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,” “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 ~~nine~~six months ended ~~November~~August 1, ~~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.~~

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
	August 1, 2015		August 2, 2014		August 1, 2015		August 2, 2014
	August 1, 2015		August 2, 2014		August 1, 2015		August 2, 2014
	(in thousands)
Revenues by segment:
Men’s Sportswear and Swim	$	150,488	$	147,175	$	348,941	$	342,174
Women’s Sportswear		29,882		26,240		68,705		60,727
Direct-to-Consumer		24,268		22,595		45,249		43,025
Licensing		8,661		7,522		16,818		14,920

Total revenues	$	213,299	$	203,532	$	479,713	$	460,846


	Three Months Ended						Nine Months Ended						Three Months Ended								Six Months Ended
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013			August 1, 2015				August 2, 2014				August 1, 2015				August 2, 2014
	(in thousands)																August 2, 2014				August 1, 2015				August 2, 2014
Revenues by segment:
Reconciliation of operating income to EBITDA													August 1, 2015			August 1, 2015				August 2, 2014				August 1, 2015				August 2, 2014
Operating income by segment:													(in thousands)			August 1, 2015				August 2, 2014				August 1, 2015				August 2, 2014
Men’s Sportswear and Swim	$	145,732		$	158,585		$	487,906		$	509,856		$	822			$	(1,779	)		$	12,152			$	9,254
Women’s Sportswear		36,721			37,912			97,448			110,032			(1,051	)			(1,970	)			331				(1,573	)
Direct-to-Consumer		20,814			18,203			63,839			54,788			(2,147	)			(1,126	)			(4,013	)			(2,978	)
Licensing		8,173			7,421			23,093			21,469			6,618				6,378				12,245				11,775

Total revenues	$	211,440		$	222,121		$	672,286		$	696,145


	Three Months Ended						Nine Months Ended
	November 1, 2014			November 2, 2013			November 1, 2014			November 2, 2013
	(in thousands)
Reconciliation of operating income to EBITDA
Operating (loss) income by segment:
Men’s Sportswear and Swim	$	(2,091	)	$	(1,188	)	$	7,163		$	6,640
Women’s Sportswear		1,324			(735	)		(249	)		(36	)
Direct-to-Consumer		(2,937	)		(4,330	)		(5,915	)		(9,595	)
Licensing		6,526			5,502			18,301			22,745

Total operating income (loss)	$	2,822		$	(751	)	$	19,300		$	19,754
Total operating income													$	4,242			$	1,503			$	20,715			$	16,478

Add:
Depreciation and amortization
Men’s Sportswear and Swim	$	1,606		$	1,893		$	4,804		$	5,364		$	1,863			$	1,564			$	3,738			$	3,198
Women’s Sportswear		487			583			1,444			1,408			566				496				1,066				957
Direct-to-Consumer		880			1,062			2,615			2,500			971				889				1,875				1,735
Licensing		35			35			113			103			46				39				89				78

Total depreciation and amortization	$	3,008		$	3,573		$	8,976		$	9,375		$	3,446			$	2,988			$	6,768			$	5,968

EBITDA by segment:
Men’s Sportswear and Swim	$	(485	)	$	705		$	11,967		$	12,004		$	2,685			$	(215	)		$	15,890			$	12,452
Women’s Sportswear		1,811			(152	)		1,195			1,372			(485	)			(1,474	)			1,397				(616	)
Direct-to-Consumer		(2,057	)		(3,268	)		(3,300	)		(7,095	)		(1,176	)			(237	)			(2,138	)			(1,243	)
Licensing		6,561			5,537			18,414			22,848			6,664				6,417				12,334				11,853

Total EBITDA	$	5,830		$	2,822		$	28,276		$	29,129		$	7,688			$	4,491			$	27,483			$	22,446

EBITDA margin by segment
Men’s Sportswear and Swim		(0.3	%)		0.4	%		2.5	%		2.4	%		1.8	%			(0.1	%)			4.6	%			3.6	%
Women’s Sportswear		4.9	%		(0.4	%)		1.2	%		1.2	%		(1.6	%)			(5.6	%)			2.0	%			(1.0	%)
Direct-to-Consumer		(9.9	%)		(18.0	%)		(5.2	%)		(12.9	%)		(4.8	%)			(1.0	%)			(4.7	%)			(2.9	%)
Licensing		80.3	%		74.6	%		79.7	%		106.4	%		76.9	%			85.3	%			73.3	%			79.4	%
Total EBITDA margin		2.8	%		1.3	%		4.2	%		4.2	%		3.6	%			2.2	%			5.7	%			4.9	%

EBITDA consists of earnings before interest, depreciation and amortization, costs on early extinguishment of debt 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 ~~nine~~six month ~~periods~~ ended ~~November~~August 1, ~~2014~~2015 of the fiscal year ending January ~~31, 2015~~30, 2016 (“fiscal ~~2015”~~2016”) compared with the three and ~~nine~~six month ~~periods~~ ended ~~November~~August 2, ~~2013~~2014 of the fiscal year ended ~~February 1, 2014~~January 31, 2015 (“fiscal ~~2014”~~2015”).

Results of Operations—three and ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 compared to the three and ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014.

Net sales. Men’s Sportswear and Swim net sales for the three months ended ~~November~~August 1, ~~2014~~2015 were ~~$145.7~~$150.5 million, ~~a decrease~~an increase of ~~$12.9~~$3.3 million, or ~~8.1%~~2.2%, from ~~$158.6~~$147.2 million for the three months ended ~~November~~August 2, ~~2013.~~2014. The net sales ~~decrease~~increase was attributed primarily to ~~the exit of private and retailer exclusive branded products and a planned decline in~~ Perry Ellis ~~domestically, partially offset by~~as well as strength in Original ~~Penguin.~~Penguin across the globe.

Men’s Sportswear and Swim net sales for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 were ~~$487.9~~$348.9 million, ~~a decrease~~an increase of ~~$22.0~~$6.7 million, or ~~4.3%~~2.0%, from ~~$509.9~~$342.2 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The net sales ~~decrease~~increase was attributed primarily to increases in the ~~exit of certain private and retailer exclusive branded programs and planned reductions in~~ Perry Ellis ~~domestically,~~and Original Penguin collections and golf lifestyle apparel, partially offset by ~~increases across~~decreases in our ~~golf~~mid-tier sportswear ~~brands, Original Penguin and Nike swim.~~as we reduced penetration of our proprietary brands.

Women’s Sportswear net sales for the three months ended ~~November~~August 1, ~~2014~~2015 were ~~$36.7~~$29.9 million, ~~a decrease~~an increase of ~~$1.2~~$3.7 million, or ~~3.2%~~14.1%, from ~~$37.9~~$26.2 million for the three months ended ~~November~~August 2, ~~2013.~~2014. The net sales ~~decrease~~increase was attributed to ~~lower sales in~~ contemporary Laundry by Shelli Segal dresses and Rafaella, ~~sportswear as~~which were partially offset by the exit of C&C California, which we ~~refined distribution to focus on full price specialty and department stores and reduced programs to~~sold during the ~~special markets channel.~~first quarter.

Women’s Sportswear net sales for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 were ~~$97.4~~$68.7 million, ~~a decrease~~an increase of ~~$12.6~~$8.0 million, or ~~11.5%~~13.2%, from ~~$110.0~~$60.7 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The net sales ~~decrease~~increase was primarily due to increases in our contemporary Laundry by Shelli Segal dresses and Rafaella sportswear, driven by strong performance at retail. These increases were partially offset by the ~~decreases described above.~~exit of C&C California, which was sold during the first quarter.

Direct-to-Consumer net sales for the three months ended ~~November~~August 1, ~~2014~~2015 were ~~$20.8~~$24.3 million, an increase of ~~$2.6~~$1.7 million, or ~~14.3%~~7.5%, from ~~$18.2~~$22.6 million for the three months ended ~~November~~August 2, ~~2013.~~2014. The net sales increase was attributed to a ~~5.0%~~2.1% 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 ~~e-commerce~~ecommerce comparable sales of ~~38%~~33% over ~~the comparable period~~ last year.

Direct-to-Consumer net sales for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 were ~~$63.8~~$45.2 million, an increase of ~~$9.0~~$2.2 million, or ~~16.4%~~5.1%, from ~~$54.8~~$43.0 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The increase was driven by e-commerce, which posted a ~~4.0%~~38% increase in comparable sales, as well as a 1% increase in comparable same store ~~sales increase driven by Perry Ellis as well as by our direct e-commerce sales, which posted a 33.0% sales increase over the comparable period last year.~~sales.

Royalty income. Royalty income for the three months ended ~~November~~August 1, ~~2014~~2015 was ~~$8.2~~$8.7 million, an increase of ~~$0.8~~$1.2 million, or ~~10.8%~~16.0%, from ~~$7.4~~$7.5 million for the three months ended ~~November~~August 2, ~~2013.The royalty income~~2014. The net sales increase was ~~driven by our Perry Ellis, Original Penguin~~attributed to new licenses signed last year and ~~Laundry brands,~~through the first part of fiscal 2016 as well as ~~eight new licensing agreements executed during the period.~~strong performance in existing licenses for our core brands.

Royalty income for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 was ~~$23.1~~$16.8 million, an increase of ~~$1.6~~$1.9 million, or ~~7.4%~~12.8%, from ~~$21.5~~$14.9 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. Royalty income increases were attributed to increases in ~~the~~our Perry Ellis, Original Penguin and Laundry ~~brands~~businesses as well as ~~twenty~~the new ~~licensing agreements executed during~~licenses signed last year and through the ~~period.~~first part of fiscal 2016.

Gross profit. Gross profit was ~~$70.3~~$75.9 million for the three months ended ~~November~~August 1, ~~2014, a decrease~~2015, an increase of ~~$1.1~~$5.4 million, or ~~1.5%,~~7.7 %, from ~~$71.4~~$70.5 million for the three months ended ~~November~~August 2, ~~2013.~~2014. The ~~decrease~~increase is ~~primarily~~ attributed to growth in the ~~decline~~Perry Ellis and Rafaella collection businesses, as well as in ~~revenues attributed to the exit of certain private~~licensing and ~~retailer exclusive branded programs over the prior year.~~direct-to-consumer.

Gross profit was ~~$228.4~~$166.0 million for the ~~nine~~six months ended ~~November~~August 1, ~~2014, a decrease~~2015, an increase of ~~$0.2~~$7.9 million, or ~~0.1%~~5.0%, from ~~$228.6~~$158.1 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013. Gross profit~~2014. This increase is ~~essentially even as compared~~attributed to ~~prior year, due to~~the sales mix composition described above and the factors described ~~below regarding our~~within the gross profit margin ~~expansion during the third quarter of fiscal 2015.~~

Gross profit margin. As a percentage of total revenue, gross profit margins were ~~33.3%~~35.6% for the three months ended ~~November~~August 1, ~~2014,~~2015, as compared to ~~32.1%~~34.6% for the three months ended ~~November~~August 2, ~~2013 which represents~~2014, an expansion of ~~120~~100 basis

points. The increase was primarily attributed to ~~an emphasis on higher margin channels and geographies including international distribution and licensing, as well as~~ the ~~direct-to-consumer~~factors outlined in gross profit section above which ~~realized lower promotions across all venues. The increase was~~were, partially offset by ~~additional liquidation~~costs associated with the consolidation of ~~stock resulting from~~ our ~~strategic transition of legacy programs in men’s sportswear to new proven fabrications that were tested and performed well at retail.~~foreign sourcing offices.

For the ~~nine~~six months ended ~~November~~August 1, ~~2014,~~2015, gross profit margins were ~~34.0%~~34.6% as a percentage of total revenue as compared to ~~32.8%~~34.3% for the ~~nine~~six months ended ~~November~~August 2, ~~2013,~~2014, an increase of ~~120~~30 basis points. This increase is primarily associated with ~~factors described above~~the expansion across our licensing and core domestic collections, partially offset by the exit of the Elite component of our Nike licensed business, the inventory liquidation of divested C&C California, as well as ~~higher margins in~~the consolidation of our ~~Perry Ellis and Original Penguin sportswear businesses. The margin expansion also reflected reduced freight costs as a result of the infrastructure rationalization program initiated last year.~~foreign sourcing offices.

Selling, general and administrative expenses. Selling, general and administrative expenses for the three months ended ~~November~~August 1, ~~2014~~2015 were ~~$64.5~~$68.3 million, ~~a decrease~~an increase of ~~$3.9~~$1.4 million, or ~~5.7%~~2.1%, from ~~$68.4~~$66.9 million for the three months ended ~~November~~August 2, ~~2013.~~2014. The ~~decrease~~increase reflects ~~a reduction in~~ costs primarily related to the activist campaign as ~~we see the benefits of our~~well as costs associated with streamlining ~~efforts~~ and ongoing strategic initiatives. The decrease also reflects reductions in production samples and travel costs as we continue to streamline our style designs, productivity and focus on efficient communication networks. These decreases wererestructuring. This increase was partially offset by ~~negative currency translation of $0.8 million due to the strengthening~~cost reductions this quarter as a result of the ~~US dollar and $1.2 million in additional costs associated with the streamlining efforts.~~initiatives we implemented during fiscal 2014.

Selling, general and administrative expenses for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 were ~~$201.0~~$137.9 million, ~~a decrease~~an increase of ~~$4.6~~$1.3 million, or ~~2.2%~~1.0%, from ~~$205.6~~$136.6 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The ~~decrease was due~~increase reflects costs primarily related to ~~costs efficiencies associated with streamlining and consolidation of our operations~~the activist campaign as well as reduced headcount in our infrastructure, reduced design, travel, samples and professional fees expenses. These reductions were partially offset by 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. In addition, we incurred $2.7 million inrestructuring costs ~~associated with our streamlining and strategic initiatives. During the nine months ended November 2, 2013 we experienced costs in the amount of $2.1 million~~ related to ~~the relocation of our New York offices~~exited businesses and ~~$0.8 million in~~exit costs associated with the ~~sale~~consolidation of ~~the Asian rights of the John Henry trademark.~~our N.Y. corporate office space. We realized favorability from reduced headcount and tighter expense control across our infrastructure.

EBITDA. Men’s Sportswear and Swim EBITDA margin for the three months ended ~~November~~August 1, ~~2014 decreased 70~~2015 increased 190 basis points to ~~(0.3)%,~~1.8% from ~~0.4%~~(0.1%) for the three months ended ~~November~~August 2, ~~2013. The EBITDA margin was negatively impacted by the reduced leverage due to the decrease in net sales described above.~~2014. Men’s Sportswear and Swim EBITDA margin for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 increased 10100 basis points to ~~2.5%~~4.6%, from ~~2.4%~~3.6% for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The EBITDA margin was ~~favorably impacted from cost savings as a result of our infrastructure review as well as favorable~~driven principally by the expansion in gross margin ~~expansion driven by the mix of revenue in our international business coupled with increased margins~~ in our Perry Ellis and Original Penguin ~~sportswear collections. During fiscal 2014,~~collection businesses. We also realized favorable leverage in selling, general and administrative expenses, most notably in employee related expenses, which was partially offset by the ~~margin was negatively impacted by~~increased infrastructure expenditures planned in this segment, as well as exit costs associated with ~~our relocation~~the Elite component of our ~~New York offices.~~licensed Nike business.

Women’s Sportswear EBITDA margin for the three months ended ~~November~~August 1, ~~2014~~2015 increased ~~530~~400 basis points to ~~4.9%,~~(1.6%) from ~~(0.4%~~(5.6%) for the three months ended ~~November~~August 2, ~~2013.~~2014. Women’s Sportswear EBITDA margin for the ~~nine~~six months ended ~~November~~August 1, ~~2014 remained flat at 1.2%~~2015 increased 300 basis points to 2.0% from (1.0%) for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The EBITDA margin was ~~positively~~favorably impacted by the ~~increase~~expansion in ~~gross margin experienced~~the Rafaella collection business coupled with favorable leverage in ~~Rafaella sportswear,~~selling, general and administrative expenses, most notably in employee expenses and other overhead. This was partially offset by ~~the negative impact of the reduced leverage from the decrease in net sales described above. Additionally, during fiscal 2014, the margin was negatively impacted by~~exit costs associated with ~~the relocation of our New York offices.~~C&C California.

Direct-to-Consumer EBITDA margin for the three months ended ~~November~~August 1, ~~2014 increased 810~~2015 decreased 380 basis points to ~~(9.9%~~(4.8%), from ~~(18.0%~~(1.0%) for the three months ended ~~November~~August 2, ~~2013.~~2014. Direct-to-Consumer EBITDA margin for the ~~nine~~six months ended ~~November~~August 1, ~~2014 increased 770~~2015 decreased 180 basis points to ~~(5.2%~~(4.7%), from ~~(12.9%~~(2.9%) for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The ~~increase~~decrease was primarily attributable to ~~the~~an increase in ~~revenue from our stores~~occupancy costs attributable to renewal contracts coupled with additional costs associated with freight and ~~e-commerce business, as described above. An increase in revenue resulted in a favorable leverage in~~

selling, general and administrative expenses. In addition, we consolidated our businesses under one operational team thereby reducing overhead. EBITDA margin also benefited from the expansion in gross profit margins discussed above.professional fees.

Licensing EBITDA margin for the three months ended ~~November~~August 1, ~~2014 increased 570~~2015 decreased 840 basis points to ~~80.3%~~76.9%, from ~~74.6%~~85.3% for the three months ended ~~November~~August 2, ~~2013.~~2014. The ~~increase~~decrease is ~~primarily attributed~~attributable to a gain on the sale of certain rights of Jantzen in Australia, Fiji and New Zealand realized during fiscal 2015. This was partially offset by the increase in royalty income attributed to Original Penguin partnerships for footwear and international licensed retail stores, as well as eight new licensing agreements. Licensing EBITDA margin for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 decreased to ~~79.7%~~73.3%, from ~~106.4%~~79.4% for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. During the ~~nine~~first three months ended ~~November~~May 2, ~~2013,~~2015, we ~~had~~realized a ~~gain~~loss on the sale of the ~~Asian~~C&C California brand while in the prior year we realized a gain in the first six months from the sale of Jantzen rights ~~of the John Henry brand, as~~ described ~~below. The gain was the primary reason for the higher EBITDA margin in fiscal 2014.~~above.

Depreciation and amortization. Depreciation and amortization for the three months ended ~~November~~August 1, ~~2014,~~2015, was ~~$3.0~~$3.4 million, ~~a decrease~~an increase of ~~$0.6~~$0.4 million, or ~~16.7%,~~13.3% from ~~$3.6~~$3.0 million for the three months ended ~~November~~August 2, ~~2013.~~

2014. Depreciation and amortization for the ~~nine~~six months ended ~~November~~August 1, ~~2014,~~2015, was ~~$9.0~~$6.8 million, ~~a decrease~~an increase of ~~$0.4~~$0.8 million, or ~~4.3%~~13.3%, from ~~$9.4~~$6.0 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.The decrease~~2014. The increase is attributed to ~~assets becoming fully depreciated and less~~depreciation related to our capital expenditures ~~during~~and leaseholds, primarily in the ~~current year. For~~men’s sportswear and swim segment, as well as the ~~nine months ended November 1, 2014 we had capital expenditures of $12.5 million as compared to capital expenditures of $18.6 million in same period of prior year.~~direct-to-consumer segment.

~~Gain~~(Loss) gain on sale of long-lived assets. During the first quarter of fiscal 2016, we entered into an agreement to sell the intellectual property of our C&C California brand to a third party. As a result of this transaction, we recorded a loss of ($0.7) million in the licensing segment. During the second quarter of fiscal 2015, we entered into a sales agreement, in the amount of $1.3 million, for the sale of the 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. As a result of this transaction, we recorded a gain of $0.9 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. The gain of $6.3 million was partially offset by the $0.1 million loss related to the sale of our Winnsboro distribution facility during the third quarter of fiscal 2014.

Interest expense. Interest expense for the three months ended ~~November~~August 1, ~~2014~~2015 was ~~$3.5~~$1.9 million, a decrease of ~~$0.3~~$1.7 million, or ~~7.9%~~47.2%, from ~~$3.8~~$3.6 million for the three months ended ~~November~~August 2, ~~2013.~~2014. Interest expense for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 was ~~$10.8~~$5.6 million, a decrease of ~~$0.5~~$1.7 million, or ~~4.4%~~23.3%, from ~~$11.3~~$7.3 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The ~~primary reason for the~~ decrease ~~is related~~was primarily attributable to ~~the savings generated~~a decrease in interest resulting from the ~~refinancing~~partial redemption of $100 million of our ~~mortgage loans in the second half of fiscal 2014, as well as lower~~senior subordinated notes. This decrease was partially offset by a higher average ~~borrowings~~amount borrowed on our credit facility as compared to ~~our borrowings~~the comparable quarter of the prior year. The increase in the ~~prior year.~~credit facility was due to its use for the redemption of the notes as discussed above.

Income taxes. The income tax benefit for the three months ended ~~November~~August 1, ~~2014,~~2015, was ~~$0.3~~$1.5 million, ~~a decrease~~an increase of ~~$1.2~~$1.0 million, as compared to ~~$1.5~~$0.5 million for the three months ended ~~November~~August 2, ~~2013.~~2014. For the three months ended ~~November~~August 1, ~~2014,~~2015, our effective tax rate was ~~37.1%~~54.7% as compared to ~~33.3%~~23.1% for the three months ended ~~November~~August 2, ~~2013. Our~~2014. The income tax ~~expense~~provision for the ~~nine~~six months ended ~~November~~August 1, ~~2014,~~2015, was ~~$2.7~~$1.9 million, a decrease of ~~$0.3~~$1.1 million, as compared to $3.0 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. For the ~~nine~~six months ended ~~November~~August 1, ~~2014,~~2015, our effective tax rate was ~~32.4%~~18.9% as compared to ~~35.3%~~32.7% for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The overall change in the effective tax ~~rate~~rates 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)~~loss for the three months ended ~~November~~August 1, ~~2014~~2015 was ~~($0.4)~~$1.3 million, ~~an improvement~~a decrease of ~~$2.6~~$0.3 million, or ~~86.7%~~18.8%, as compared to ~~($3.0)~~a loss of $1.6 million for the three months ended ~~November~~August 2, ~~2013.~~2014. Net income for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 was ~~$5.7~~$8.1 million, an increase of ~~$0.2~~$1.9 million, or ~~3.6%~~30.6%, as compared to ~~$5.5~~$6.2 million for the ~~nine~~six months ended ~~November~~August 2, ~~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, 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 ~~November~~August 1, ~~2014,~~2015, our total working capital was ~~$277.2~~$215.3 million as compared to ~~$278.2~~$240.2 million at January 31, 2015 and $282.1 million as of ~~February 1, 2014 and $285.6 million as of November~~August 2, ~~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~~$22.6 million at ~~November~~August 1, ~~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 ~~November~~August 1, ~~2014,~~2015, we had mortgage loans on these properties totaling ~~$23.1~~$22.8 million.

We consider the undistributed earnings of our foreign subsidiaries as of ~~November~~August 1, ~~2014,~~2015, to be indefinitely reinvested and, accordingly, no ~~U.S.~~United States income taxes have been provided thereon. As of ~~November~~August 1, ~~2014,~~2015, the amount of cash associated with indefinitely reinvested foreign earnings was approximately ~~$21.2~~$23.0 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 operating activities was ~~$33.8~~$20.5 million for the ~~nine~~six months ended ~~November~~August 1, ~~2014,~~2015, as compared to cash ~~used in~~provided by operating activities of ~~$6.4~~$47.0 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014.

The cash provided by operating activities for the ~~nine~~six months ended ~~November~~August 1, 2015, is primarily attributable to a decrease in accounts receivable of $13.2 million due to the timing of shipments as compared to the prior year, as well as decreased inventory of $30.1 million due to improved inventory management. This was partially offset by a decrease in accounts payable and accrued expenses of $41.2 million as well as decreased accrued interest payable of $2.5 million. For the six months ended August 1, 2015, our inventory turnover ratio increased to 3.7 as compared to 3.3 for the comparable period in fiscal 2015. Inventory levels declined as noted above resulting from tighter inventory management.

The cash provided by operating activities for the six months ended August 2, 2014, is primarily attributable to a decrease in accounts receivable of ~~$16.6~~$36.3 million ~~and a decrease in~~due to the timing of shipments as compared to prior year as well as decreased inventory of ~~$50.4~~$32.6 million ~~associated with~~due to improved inventory management. This was partially offset by ~~decreases~~a decrease in accounts payable and accrued expenses of ~~$50.3 million, deferred pension of $2.2 million and accrued interest payable of $3.0 million, respectively.~~$38.6 million. For the ~~nine~~six months ended ~~November 1,~~August 2, 2014, our inventory turnover ratio decreased slightly to ~~3.28~~3.3 as compared to ~~3.69~~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 end of the same period last year.~~

The cash used in operating activities for the nine months ended November 2, 2013, is primarily attributable to a decrease in accounts payable and accrued expenses of $56.5 million and a decrease in accrued interest payable of $3.0 million; which was partially offset by a decrease in accounts receivable of $25.5 million and a decrease in inventory of $16.4 million associated with improved inventory management. As a result of the decrease in inventory for the nine months ended November 2, 2013, our inventory turnover ratio decreased slightly to 3.69 as compared to 3.70 for the comparable period in fiscal 2013.

Net cash ~~used in~~provided by investing activities was ~~$19.8~~$4.4 million for the ~~nine~~six months ended ~~November~~August 1, ~~2014,~~2015, as compared to cash used in investing activities of ~~$11.8~~$16.1 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~ 2014. The net cash provided by investing activities during the first six months of fiscal 2016 primarily reflects the proceeds from the maturities of investments in the amount of $11.9 million and proceeds on the sale of the C&C California brand in the amount of $2.5 million; offset by the purchase of investments of $2.6 million and the purchase of property and equipment of $7.3 million primarily for leasehold improvements and store fixtures.

The net cash used during the first ~~nine~~six months of fiscal 2015 primarily reflects the purchase of investments of ~~$27.3~~$22.9 million and the purchase of property and equipment of ~~$12.5~~$7.3 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 ~~$19.8 million and the proceeds from notes receivable associated with the sale of Australian, Fiji and New Zealand Jantzen trademark right in the amount of $0.3~~$14.2 million. The net cash used during the first nine months of fiscal 2014 primarily reflects the purchase of property and equipment of $18.6 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 and by the net proceeds on the sale of our Winnsboro distribution facility of $1.9 million. We anticipate capital expenditures during fiscal 2015 of $14.0 million to $16.0 million in technology, systems, retail stores, and other expenditures.

Net cash used in financing activities was ~~$10.9~~$41.7 million for the ~~nine~~six months ended ~~November~~August 1, ~~2014,~~2015, as compared to cash ~~provided by~~used in financing activities of ~~$13.0~~$8.7 million for the ~~nine~~six months ended ~~November~~August 2, ~~2013.~~2014. The net cash used during the first ~~nine~~six months of fiscal 2016 primarily reflects payments for the partial redemption on our senior subordinated notes of $100 million, payments of $0.4 million on our mortgage loans, payments of deferred financing fees on the senior credit facility of $0.6 million and payments on capital leases of $0.07 million; partially offset by net borrowings on our senior credit facility of $58.2 million, proceeds from the exercises of stock options of $1.3 million and a tax benefit from exercise of equity instruments of $0.2 million. We financed the redemption of the subordinated notes through our senior credit facility.

The net cash used during the first six months of fiscal 2015 primarily reflects net payments on our senior credit facility of $8.2 million, ~~purchases~~payments of ~~treasury stock of $2.2~~$0.4 million ~~payments~~ on ~~real estate mortgages of $0.6~~

~~million~~our mortgage loans and payments on capital leases of $0.2 million; partially offset by proceeds from exercises of stock options of $0.4 million. The net cash provided during the first nine months of fiscal 2014 primarily reflects net borrowings on our senior credit facility of $18.8 million and proceeds from exercises of stock options of $0.1 million; partially offset by purchases of treasury stock of $5.0 million, payments on real estate mortgages of $0.6 million and payments on capital leases of $0.2 million.

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, 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 the ~~third~~second quarter of fiscal 2016, we retired 770,753 shares of treasury stock recorded at a cost of approximately $15.7 million. Accordingly, during the second quarter of fiscal 2016 we reduced common stock and additional paid in capital by $7,000 and $15.7 million, respectively.

During fiscal 2015, we repurchased ~~110,413~~ shares of our common stock at a cost of ~~$2.2~~$8.8 million. ~~During~~There have been no open market purchases during fiscal ~~2014, we repurchased 400,516 shares of our common stock at a cost of $7.0~~2016. Total purchases under the plan to date amount to approximately $51.7 million. As of ~~November~~August 1, ~~2014 and February 1, 2014,~~2015 there were ~~510,929~~no treasury shares outstanding and ~~400,516~~as of January 31, 2015, there were 770,753 shares of treasury stock outstanding at a cost of approximately ~~$9.2 million and $7.0 million, respectively.~~$15.7 million.

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~~our 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 partial redemption $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, we completed the redemption of $100 million of our senior subordinated notes. We incurred debt extinguishment costs of approximately $5.1 million in connection with the redemption premium and 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~~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 August 1, ~~2018.~~2015, we had borrowings of $58.2 million under the Credit Facility. At ~~November 1, 2014,~~January 31, 2015, we had no outstanding borrowings ~~and at February 1, 2014, we had borrowings of $8.2 million~~ 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%~~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.

Borrowing ~~Base~~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, or (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.

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 ~~November~~August 1, ~~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 November~~At August 1, ~~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 ~~November~~August 1, ~~2014,~~2015, the balance of the real estate mortgage loan totaled ~~$11.4~~$11.2 million, net of discount, of which ~~$341,000~~$382,000 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 ~~November~~August 1, ~~2014,~~2015, the balance of the real estate mortgage loan totaled ~~$11.6~~$11.3 million, net of discount, of which approximately ~~$442,000~~$452,000 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 results of operations for the three and ~~nine~~six months ended ~~November~~August 1, ~~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 ~~November~~August 1, ~~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, as defined in Rules 13a-15(f) and 15d-15(f), during the quarter ended ~~November~~August 1, ~~2014~~2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~See Footnote 19 to the Condensed Consolidated Financial Statements, included in this filing, for further information.~~

We ~~repurchased the following amounts~~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 ~~our common stock~~damages. The lawsuit has been pleaded but not certified as a class action. Mediation was held during the third quarter of fiscal ~~2015:~~2015. Currently, the parties reached a settlement on August 12, 2015. The settlement amount was provided for in the Company’s results of operations for fiscal 2015.

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 ~~November~~August 1, ~~2014~~2015 and ~~February 1, 2014~~January 31, 2015		1

Condensed Consolidated Statements of Operations (Unaudited) for the three and ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~2013~~2014		2

Condensed Consolidated Statements of Comprehensive (Loss) Income (Unaudited) for the three and ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~2013~~2014		3

Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~six months ended ~~November~~August 1, ~~2014~~2015 and ~~November~~August 2, ~~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		23

Item 3:

Quantitative and Qualitative Disclosures About Market Risk		32

Item 4:

Controls and Procedures		32

PART II: OTHER INFORMATION

Item 1:

Legal Proceedings		33

Item 1:6:

~~Legal Proceedings~~		33

~~Item 2:~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~		33

~~Item 6:~~

Exhibits		34


	November 1, 2014			February 1, 2014
	(in thousands)
Trade accounts	$	141,528		$	160,332
Royalties		4,671			5,998
Other receivables		2,440			1,483

Total		148,639			167,813
Less: allowances		(19,373	)		(21,421	)

Total	$	129,266		$	146,392


	August 1,			January 31,
	2015			2015
	(in thousands)
Trade accounts	$	139,901		$	150,515
Royalties		5,923			6,662
Other receivables		960			1,034

Total		146,784			158,211
Less: allowances		(22,509	)		(20,779	)

Total	$	124,275		$	137,432


Period	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs⁽²⁾		Maximum Approximate Dollar Value that May Yet Be Purchased under the Plans or Programs
August 30, 2014		617	⁽¹⁾	$	20.48		—	$	17,089,000
October 5, 2014 to November 1, 2014		110,413	⁽²⁾	$	20.13		110,413	$	14,867,000


	Unrealized			Foreign			Unrealized
	(Loss) Gain on			Currency Translation			(Loss) Gain on
	Pension Liability			Adjustments, Net			Investments			Total
	(in thousands)
Balance, February 1, 2014	$	(5,866	)	$	(1,563	)	$	(39	)	$	(7,468	)
Other comprehensive loss (income) before reclassifications		—			(591	)		29			(562	)
Amounts reclassified from accumulated other comprehensive loss		239			—			—			239

Balance, November 1, 2014	$	(5,627	)	$	(2,154	)	$	(10	)	$	(7,791	)


	Unrealized (Loss) Gain on Pension Liability			Foreign Currency Translation Adjustments, Net			Unrealized Gain (Loss) on Investments			Total
	(in thousands)
Balance, January 31, 2015	$	(8,085	)	$	(4,774	)	$	7		$	(12,852	)
Other comprehensive income before reclassifications		—			1,091			(7	)		1,084
Amounts reclassified from accumulated other comprehensive income		270			—			—			270

Balance, August 1, 2015	$	(7,815	)	$	(3,683	)	$	—		$	(11,498	)


Exhibit Number	Exhibit Description	Where Filed

10.68	Form of Performance-Based Restricted Stock Agreement pursuant to the 2015 Long-Term Incentive Compensation Plan ⁽¹⁾	Filed herewith.

10.69	Form of Performance Unit Agreement pursuant to the 2015 Long-Term Incentive Compensation Plan ⁽¹⁾	Filed herewith.

10.70	Form of Restricted Stock Agreement pursuant to the 2015 Long-Term Incentive Compensation Plan) ⁽¹⁾	Filed herewith.

10.71	Form of Stock-Settled Stock Appreciation Right Agreement pursuant to the 2015 Long-Term Incentive Compensation Plan ⁽¹⁾	Filed herewith.

10.72	Form of Non-Qualified Stock Option Agreement pursuant to the 2015 Long-Term Incentive Compensation Plan ⁽¹⁾	Filed herewith.

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.


			Perry Ellis International, Inc.

~~December 9, 2014~~September 10, 2015	By:	~~By: /S/~~/S/ ANITA BRITT
		Anita Britt, Chief Financial Officer
		(Principal Financial Officer)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company