Condensed Consolidating Financial Statements | 9 Months Ended |
Nov. 02, 2013 |
Condensed Consolidating Financial Statements | ' |
19. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS |
The Company and several of its subsidiaries (the “Guarantors”) have fully and unconditionally guaranteed the senior subordinated notes payable on a joint and several basis. These guarantees are subject to release in limited circumstances (only upon the occurrence of certain customary conditions). The following are condensed consolidating financial statements, which present, in separate columns: Perry Ellis International, Inc. (Parent Only), the Guarantors on a combined, or where appropriate, consolidated basis, and the Non-Guarantors on a consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of November 2, 2013 and February 2, 2013 and for the three and nine months ended November 2, 2013 and October 27, 2012. 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. |
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Effective June 2013, the Company changed its reporting entity structure through the merger of companies under common control. C&C California, LLC (“C&C California”) and Laundry, LLC (“Laundry”) were merged with Supreme International, LLC. C&C California and Laundry were previously classified as non-guarantor subsidiaries in the condensed consolidating financial statements and are currently classified as guarantor subsidiaries as a result of the merger. The change in reporting entity was retrospectively applied to the condensed consolidating financial statements for all periods presented. |
The effect on the condensed consolidating statement of comprehensive income, as a result of the change in reporting entity, is a decrease of approximately ($0.1) million and an increase of approximately $0.2 million in net (loss) income and comprehensive (loss) income to the guarantor subsidiaries for the three and nine months ended October 27, 2012, respectively with a corresponding change to the non-guarantor for the respective periods from the previously reported amounts. |
The effect on the condensed consolidating balance sheet as of February 2, 2013, as a result of the change in reporting entity, is a decrease in net assets of $20.7 million to the guarantor subsidiaries and a corresponding increase in net assets to the non-guarantor. |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) |
AS OF NOVEMBER 2, 2013 |
(amounts in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
ASSETS | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Current Assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 1,242 | | | $ | 48,251 | | | $ | — | | | $ | 49,493 | |
Accounts receivable, net | | | — | | | | 128,797 | | | | 20,185 | | | | — | | | | 148,982 | |
Intercompany receivable, net | | | 166,084 | | | | — | | | | — | | | | (166,084 | ) | | | — | |
Inventories | | | — | | | | 148,033 | | | | 18,458 | | | | — | | | | 166,491 | |
Deferred income taxes | | | — | | | | 10,044 | | | | 475 | | | | — | | | | 10,519 | |
Prepaid income taxes | | | 6,789 | | | | — | | | | 954 | | | | 1,533 | | | | 9,276 | |
Prepaid expenses and other current assets | | | — | | | | 8,056 | | | | 856 | | | | — | | | | 8,912 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 172,873 | | | | 296,172 | | | | 89,179 | | | | (164,551 | ) | | | 393,673 | |
| | | | | |
Property and equipment, net | | | — | | | | 56,244 | | | | 4,962 | | | | — | | | | 61,206 | |
Other intangible assets, net | | | — | | | | 207,547 | | | | 38,431 | | | | — | | | | 245,978 | |
Goodwill | | | — | | | | 13,794 | | | | — | | | | — | | | | 13,794 | |
Investment in subsidiaries | | | 348,173 | | | | — | | | | — | | | | (348,173 | ) | | | — | |
Other assets | | | 6,059 | | | | 1,836 | | | | 534 | | | | — | | | | 8,429 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
TOTAL | | $ | 527,105 | | | $ | 575,593 | | | $ | 133,106 | | | $ | (512,724 | ) | | $ | 723,080 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 70,506 | | | $ | 5,919 | | | $ | — | | | $ | 76,425 | |
Accrued expenses and other liabilities | | | — | | | | 21,879 | | | | 4,443 | | | | (451 | ) | | | 25,871 | |
Accrued interest payable | | | 1,104 | | | | — | | | | — | | | | — | | | | 1,104 | |
Unearned revenues | | | — | | | | 2,888 | | | | 1,742 | | | | — | | | | 4,630 | |
Intercompany payable, net | | | — | | | | 140,528 | | | | 27,490 | | | | (168,018 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 1,104 | | | | 235,801 | | | | 39,594 | | | | (168,469 | ) | | | 108,030 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Senior subordinated notes payable, net | | | 150,000 | | | | — | | | | — | | | | — | | | | 150,000 | |
Real estate mortgages | | | — | | | | 23,539 | | | | — | | | | — | | | | 23,539 | |
Deferred pension obligation | | | — | | | | 12,364 | | | | 93 | | | | — | | | | 12,457 | |
Unearned revenues and other long-term liabilities | | | — | | | | 29,922 | | | | 3,833 | | | | — | | | | 33,755 | |
Deferred income taxes | | | — | | | | 17,314 | | | | — | | | | 1,984 | | | | 19,298 | |
| | | | | | | | | | | | | | | | | | | | |
Total long-term liabilities | | | 150,000 | | | | 83,139 | | | | 3,926 | | | | 1,984 | | | | 239,049 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total liabilities | | | 151,104 | | | | 318,940 | | | | 43,520 | | | | (166,485 | ) | | | 347,079 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total equity | | | 376,001 | | | | 256,653 | | | | 89,586 | | | | (346,239 | ) | | | 376,001 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
TOTAL | | $ | 527,105 | | | $ | 575,593 | | | $ | 133,106 | | | $ | (512,724 | ) | | $ | 723,080 | |
| | | | | | | | | | | | | | | | | | | | |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) |
AS OF FEBRUARY 2, 2013 |
(amounts in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
ASSETS | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Current Assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | 14,825 | | | $ | 40,132 | | | $ | — | | | $ | 54,957 | |
Accounts receivable, net | | | — | | | | 156,645 | | | | 17,839 | | | | — | | | | 174,484 | |
Intercompany receivable, net | | | 180,030 | | | | — | | | | — | | | | (180,030 | ) | | | — | |
Inventories | | | — | | | | 164,106 | | | | 19,021 | | | | — | | | | 183,127 | |
Deferred income taxes | | | — | | | | 11,474 | | | | 134 | | | | — | | | | 11,608 | |
Prepaid income taxes | | | — | | | | 12,804 | | | | — | | | | (5,543 | ) | | | 7,261 | |
Prepaid expenses and other current assets | | | — | | | | 9,883 | | | | 1,784 | | | | — | | | | 11,667 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 180,030 | | | | 369,737 | | | | 78,910 | | | | (185,573 | ) | | | 443,104 | |
| | | | | |
Property and equipment, net | | | — | | | | 46,278 | | | | 4,471 | | | | — | | | | 50,749 | |
Other intangible assets, net | | | — | | | | 208,251 | | | | 38,430 | | | | — | | | | 246,681 | |
Goodwill | | | — | | | | 13,794 | | | | — | | | | — | | | | 13,794 | |
Investment in subsidiaries | | | 342,705 | | | | — | | | | — | | | | (342,705 | ) | | | — | |
Other assets | | | 6,096 | | | | 2,097 | | | | 608 | | | | — | | | | 8,801 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
TOTAL | | $ | 528,831 | | | $ | 640,157 | | | $ | 122,419 | | | $ | (528,278 | ) | | $ | 763,129 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
| | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 123,177 | | | $ | 8,851 | | | $ | — | | | $ | 132,028 | |
Accrued expenses and other liabilities | | | 3,530 | | | | 21,542 | | | | 11,050 | | | | (7,527 | ) | | | 28,595 | |
Accrued interest payable | | | 4,061 | | | | — | | | | — | | | | — | | | | 4,061 | |
Unearned revenues | | | — | | | | 2,627 | | | | 2,020 | | | | — | | | | 4,647 | |
Intercompany payable, net | | | — | | | | 163,644 | | | | 17,882 | | | | (181,526 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 7,591 | | | | 310,990 | | | | 39,803 | | | | (189,053 | ) | | | 169,331 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Senior subordinated notes payable, net | | | 150,000 | | | | — | | | | — | | | | — | | | | 150,000 | |
Real estate mortgages | | | — | | | | 24,202 | | | | — | | | | — | | | | 24,202 | |
Deferred pension obligation | | | — | | | | 14,580 | | | | 106 | | | | — | | | | 14,686 | |
Unearned revenues and other long-term liabilities | | | — | | | | 10,216 | | | | 4,612 | | | | — | | | | 14,828 | |
Deferred income taxes | | | — | | | | 16,858 | | | | — | | | | 1,984 | | | | 18,842 | |
| | | | | | | | | | | | | | | | | | | | |
Total long-term liabilities | | | 150,000 | | | | 65,856 | | | | 4,718 | | | | 1,984 | | | | 222,558 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total liabilities | | | 157,591 | | | | 376,846 | | | | 44,521 | | | | (187,069 | ) | | | 391,889 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Total equity | | | 371,240 | | | | 263,311 | | | | 77,898 | | | | (341,209 | ) | | | 371,240 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
TOTAL | | $ | 528,831 | | | $ | 640,157 | | | $ | 122,419 | | | $ | (528,278 | ) | | $ | 763,129 | |
| | | | | | | | | | | | | | | | | | | | |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) |
FOR THE THREE MONTHS ENDED NOVEMBER 2, 2013 |
(amounts in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
| | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | — | | | $ | 195,535 | | | $ | 19,165 | | | $ | — | | | $ | 214,700 | |
Royalty income | | | — | | | | 4,290 | | | | 3,131 | | | | — | | | | 7,421 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | — | | | | 199,825 | | | | 22,296 | | | | — | | | | 222,121 | |
Cost of sales | | | — | | | | 138,957 | | | | 11,800 | | | | — | | | | 150,757 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 60,868 | | | | 10,496 | | | | — | | | | 71,364 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | — | | | | 61,468 | | | | 6,966 | | | | — | | | | 68,434 | |
Depreciation and amortization | | | — | | | | 3,381 | | | | 192 | | | | — | | | | 3,573 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 64,849 | | | | 7,158 | | | | — | | | | 72,007 | |
| | | | | | | | | | | | | | | | | | | | |
Loss on sale of long-lived assets | | | — | | | | (108 | ) | | | — | | | | — | | | | (108 | ) |
| | | | | | | | | | | | | | | | | | | | |
Operating (loss) income | | | — | | | | (4,089 | ) | | | 3,338 | | | | — | | | | (751 | ) |
Interest expense | | | — | | | | 3,755 | | | | 27 | | | | — | | | | 3,782 | |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income before income taxes | | | — | | | | (7,844 | ) | | | 3,311 | | | | — | | | | (4,533 | ) |
Income tax (benefit) provision | | | — | | | | (1,945 | ) | | | 434 | | | | — | | | | (1,511 | ) |
| | | | | | | | | | | | | | | | | | | | |
Equity in earnings of subsidiaries, net | | | (3,022 | ) | | | — | | | | — | | | | 3,022 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (3,022 | ) | | | (5,899 | ) | | | 2,877 | | | | 3,022 | | | | (3,022 | ) |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive (loss) income | | | 704 | | | | 81 | | | | 623 | | | | (704 | ) | | | 704 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive (loss) income | | $ | (2,318 | ) | | $ | (5,818 | ) | | $ | 3,500 | | | $ | 2,318 | | | $ | (2,318 | ) |
| | | | | | | | | | | | | | | | | | | | |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) |
FOR THE THREE MONTHS ENDED OCTOBER 27, 2012 |
(amounts in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
| | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | — | | | $ | 213,681 | | | $ | 15,649 | | | $ | — | | | $ | 229,330 | |
Royalty income | | | — | | | | 4,099 | | | | 2,819 | | | | — | | | | 6,918 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | — | | | | 217,780 | | | | 18,468 | | | | — | | | | 236,248 | |
Cost of sales | | | — | | | | 151,049 | | | | 9,404 | | | | — | | | | 160,453 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 66,731 | | | | 9,064 | | | | — | | | | 75,795 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | — | | | | 58,325 | | | | 6,069 | | | | — | | | | 64,394 | |
Depreciation and amortization | | | — | | | | 3,243 | | | | 181 | | | | — | | | | 3,424 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 61,568 | | | | 6,250 | | | | — | | | | 67,818 | |
| | | | | | | | | | | | | | | | | | | | |
Gain on sale of long-lived assets | | | — | | | | 410 | | | | — | | | | — | | | | 410 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | — | | | | 5,573 | | | | 2,814 | | | | — | | | | 8,387 | |
Interest expense | | | — | | | | 3,668 | | | | 21 | | | | — | | | | 3,689 | |
| | | | | | | | | | | | | | | | | | | | |
Net income before income taxes | | | — | | | | 1,905 | | | | 2,793 | | | | — | | | | 4,698 | |
Income tax provision | | | — | | | | 1,410 | | | | 108 | | | | — | | | | 1,518 | |
| | | | | | | | | | | | | | | | | | | | |
Equity in earnings of subsidiaries, net | | | 3,180 | | | | — | | | | — | | | | (3,180 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | 3,180 | | | | 495 | | | | 2,685 | | | | (3,180 | ) | | | 3,180 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | 568 | | | | — | | | | 568 | | | | (568 | ) | | | 568 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | $ | 3,748 | | | $ | 495 | | | $ | 3,253 | | | $ | (3,748 | ) | | $ | 3,748 | |
| | | | | | | | | | | | | | | | | | | | |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) |
FOR THE NINE MONTHS ENDED NOVEMBER 2, 2013 |
(amounts in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
| | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | — | | | $ | 619,446 | | | $ | 55,230 | | | $ | — | | | $ | 674,676 | |
Royalty income | | | — | | | | 12,612 | | | | 8,857 | | | | — | | | | 21,469 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | — | | | | 632,058 | | | | 64,087 | | | | — | | | | 696,145 | |
Cost of sales | | | — | | | | 433,855 | | | | 33,699 | | | | — | | | | 467,554 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 198,203 | | | | 30,388 | | | | — | | | | 228,591 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | — | | | | 183,313 | | | | 22,311 | | | | — | | | | 205,624 | |
Depreciation and amortization | | | — | | | | 8,804 | | | | 571 | | | | — | | | | 9,375 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 192,117 | | | | 22,882 | | | | — | | | | 214,999 | |
| | | | | | | | | | | | | | | | | | | | |
(Loss) gain on sale of long-lived assets | | | — | | | | (799 | ) | | | 6,961 | | | | — | | | | 6,162 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | — | | | | 5,287 | | | | 14,467 | | | | — | | | | 19,754 | |
Interest expense | | | — | | | | 11,226 | | | | 81 | | | | — | | | | 11,307 | |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income before income taxes | | | — | | | | (5,939 | ) | | | 14,386 | | | | — | | | | 8,447 | |
Income tax provision | | | — | | | | 719 | | | | 2,260 | | | | — | | | | 2,979 | |
| | | | | | | | | | | | | | | | | | | | |
Equity in earnings of subsidiaries, net | | | 5,468 | | | | — | | | | — | | | | (5,468 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income (loss) | | | 5,468 | | | | (6,658 | ) | | | 12,126 | | | | (5,468 | ) | | | 5,468 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive (loss) income | | | (195 | ) | | | 243 | | | | (438 | ) | | | 195 | | | | (195 | ) |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | | $ | 5,273 | | | $ | (6,415 | ) | | $ | 11,688 | | | $ | (5,273 | ) | | $ | 5,273 | |
| | | | | | | | | | | | | | | | | | | | |
|
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) |
FOR THE NINE MONTHS ENDED OCTOBER 27, 2012 |
(amounts in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
| | | | | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | — | | | $ | 641,461 | | | $ | 49,975 | | | $ | — | | | $ | 691,436 | |
Royalty income | | | — | | | | 10,890 | | | | 8,882 | | | | — | | | | 19,772 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | — | | | | 652,351 | | | | 58,857 | | | | — | | | | 711,208 | |
Cost of sales | | | — | | | | 447,718 | | | | 30,630 | | | | — | | | | 478,348 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 204,633 | | | | 28,227 | | | | — | | | | 232,860 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | — | | | | 176,305 | | | | 20,539 | | | | — | | | | 196,844 | |
Depreciation and amortization | | | — | | | | 9,809 | | | | 505 | | | | — | | | | 10,314 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 186,114 | | | | 21,044 | | | | — | | | | 207,158 | |
| | | | | | | | | | | | | | | | | | | | |
Gain on sale of long-lived assets | | | — | | | | 410 | | | | — | | | | — | | | | 410 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | — | | | | 18,929 | | | | 7,183 | | | | — | | | | 26,112 | |
Interest expense | | | — | | | | 10,937 | | | | 74 | | | | — | | | | 11,011 | |
| | | | | | | | | | | | | | | | | | | | |
Net income before income taxes | | | — | | | | 7,992 | | | | 7,109 | | | | — | | | | 15,101 | |
Income tax provision | | | — | | | | 3,928 | | | | 759 | | | | — | | | | 4,687 | |
| | | | | | | | | | | | | | | | | | | | |
Equity in earnings of subsidiaries, net | | | 10,414 | | | | — | | | | — | | | | (10,414 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | 10,414 | | | | 4,064 | | | | 6,350 | | | | (10,414 | ) | | | 10,414 | |
| | | | | | | | | | | | | | | | | | | | |
Other comprehensive income | | | 472 | | | | — | | | | 472 | | | | (472 | ) | | | 472 | |
| | | | | | | | | | | | | | | | | | | | |
Comprehensive income | | $ | 10,886 | | | $ | 4,064 | | | $ | 6,822 | | | $ | (10,886 | ) | | $ | 10,886 | |
| | | | | | | | | | | | | | | | | | | | |
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) |
FOR THE NINE MONTHS ENDED NOVEMBER 2, 2013 |
(amounts in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | | $ | (13,239 | ) | | $ | 11,329 | | | $ | (4,455 | ) | | $ | — | | | $ | (6,365 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | — | | | | (17,337 | ) | | | (1,248 | ) | | | — | | | | (18,585 | ) |
Proceeds on sale of intangible assets | | | — | | | | — | | | | 4,875 | | | | — | | | | 4,875 | |
Proceeds on sale of long-lived assets, net | | | — | | | | 1,892 | | | | — | | | | — | | | | 1,892 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by investing activities | | | — | | | | (15,445 | ) | | | 3,627 | | | | — | | | | (11,818 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Borrowings from senior credit facility | | | — | | | | 321,364 | | | | — | | | | — | | | | 321,364 | |
Payments on senior credit facility | | | — | | | | (302,538 | ) | | | — | | | | — | | | | (302,538 | ) |
Purchase of treasury stock | | | (4,999 | ) | | | — | | | | — | | | | — | | | | (4,999 | ) |
Payments on real estate mortgages | | | — | | | | (606 | ) | | | — | | | | — | | | | (606 | ) |
Payments on capital leases | | | — | | | | (237 | ) | | | — | | | | — | | | | (237 | ) |
Tax benefit from exercise of stock options | | | (78 | ) | | | — | | | | — | | | | — | | | | (78 | ) |
Deferred financing fees | | | — | | | | (66 | ) | | | — | | | | — | | | | (66 | ) |
Proceeds from exercise of stock options | | | 134 | | | | — | | | | — | | | | — | | | | 134 | |
Intercompany transactions | | | 18,437 | | | | (27,384 | ) | | | 9,202 | | | | (255 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 13,494 | | | | (9,467 | ) | | | 9,202 | | | | (255 | ) | | | 12,974 | |
Effect of exchange rate changes on cash and cash equivalents | | | (255 | ) | | | — | | | | (255 | ) | | | 255 | | | | (255 | ) |
| | | | | | | | | | | | | | | | | | | | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | | | — | | | | (13,583 | ) | | | 8,119 | | | | — | | | | (5,464 | ) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | — | | | | 14,825 | | | | 40,132 | | | | — | | | | 54,957 | |
| | | | | | | | | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | — | | | $ | 1,242 | | | $ | 48,251 | | | $ | — | | | $ | 49,493 | |
| | | | | | | | | | | | | | | | | | | | |
|
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) |
FOR THE NINE MONTHS ENDED OCTOBER 27, 2012 |
(amounts in thousands) |
|
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non- | | | Eliminations | | | Consolidated | |
Guarantors |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | | $ | (1,678 | ) | | $ | 47,468 | | | $ | 14,417 | | | $ | — | | | $ | 60,207 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | — | | | | (5,426 | ) | | | (989 | ) | | | — | | | | (6,415 | ) |
Payment on purchase of intangible assets | | | — | | | | (7,000 | ) | | | — | | | | — | | | | (7,000 | ) |
Proceeds in connection with purchase price adjustment | | | — | | | | 4,547 | | | | — | | | | — | | | | 4,547 | |
Proceeds on sale of intangible assets | | | — | | | | 410 | | | | — | | | | — | | | | 410 | |
| | | | | | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | — | | | | (7,469 | ) | | | (989 | ) | | | — | | | | (8,458 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Borrowings on senior credit facility | | | — | | | | 237,047 | | | | — | | | | — | | | | 237,047 | |
Payments on senior credit facility | | | — | | | | (258,726 | ) | | | — | | | | — | | | | (258,726 | ) |
Payments on real estate mortgages | | | — | | | | (534 | ) | | | — | | | | — | | | | (534 | ) |
Deferred financing fees | | | — | | | | (100 | ) | | | — | | | | — | | | | (100 | ) |
Payments on capital leases | | | — | | | | (258 | ) | | | — | | | | — | | | | (258 | ) |
Proceeds from exercise of stock options | | | 601 | | | | — | | | | — | | | | — | | | | 601 | |
Tax benefit from exercise of stock options | | | 384 | | | | — | | | | — | | | | — | | | | 384 | |
Purchase of treasury stock | | | (2,582 | ) | | | — | | | | — | | | | — | | | | (2,582 | ) |
Intercompany transactions | | | 3,313 | | | | 2,591 | | | | (5,866 | ) | | | (38 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 1,716 | | | | (19,980 | ) | | | (5,866 | ) | | | (38 | ) | | | (24,168 | ) |
Effect of exchange rate changes on cash and cash equivalents | | | (38 | ) | | | — | | | | (38 | ) | | | 38 | | | | (38 | ) |
| | | | | | | | | | | | | | | | | | | | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | | | — | | | | 20,019 | | | | 7,524 | | | | — | | | | 27,543 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | — | | | | 293 | | | | 23,823 | | | | — | | | | 24,116 | |
| | | | | | | | | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | — | | | $ | 20,312 | | | $ | 31,347 | | | $ | — | | | $ | 51,659 | |
| | | | | | | | | | | | | | | | | | | | |