Condensed Consolidating Financial Statements | 12 Months Ended |
Feb. 01, 2014 |
Condensed Consolidating Financial Statements | ' |
29 | 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 combined, or where appropriate, consolidated basis. Additional columns present eliminating adjustments and consolidated totals as of February 1, 2014 and February 2, 2013 and for each of the years ended February 1, 2014, February 2, 2013 and January 28, 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, a guarantor subsidiary. Prior to their merger and subsequent dissolution, C&C California and Laundry were previously non-guarantor subsidiaries. This change in reporting entity was retrospectively applied to the condensed consolidating financial statements and, consequently, amounts related to C&C California and Laundry are presented in the guarantor subsidiary column for all periods presented. |
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Additionally, 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. |
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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 a decrease of approximately ($2.2) million in net income and comprehensive income to the guarantor subsidiaries for the years ended February 2, 2013 and January 28, 2012, respectively, with a corresponding change to the non-guarantor for the respective periods from the previously reported amounts. |
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The effect on the condensed consolidating balance sheet as of February 2, 2013, as a result of the change in reporting entity, is an increase in net assets of $20.7 million to the guarantor subsidiaries and a corresponding decrease in net assets to the non-guarantor. |
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The effect on the condensed consolidating statement of cash flows, as a result of the change in reporting entity, is a decrease of approximately $0.1 million in net cash provided by operating activities, an increase of approximately $0.3 million in net cash used in investing activities and a decrease of approximately $0.4 million in net cash used in financing activities to the guarantor subsidiaries for the year ended February 2, 2013 with a corresponding change to the non-guarantor for the respective period from the previously reported amounts. |
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The effect on the condensed consolidating statement of cash flows, as a result of the change in reporting entity, is an increase of approximately $12.7 million in net cash used in operating activities, an increase of approximately $0.3 million in net cash used in investing activities and an increase of approximately $13.0 million in net cash provided by financing activities to the guarantor subsidiaries for the year ended January 28, 2012 with a corresponding change to the non-guarantor for the respective period from the previously reported amounts. |
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The effect on the condensed consolidating statement of cash flows as a result of the adjustment in intercompany activities is a decrease of approximately ($16.1) million and an increase of approximately $107.4 million in net cash from financing activities in the parent only column for the years ended February 2, 2013 and January 28, 2012, respectively, with corresponding changes to net cash from investing activities in the parent only column for the respective periods. |
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF FEBRUARY 1, 2014 |
(amounts in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
ASSETS | | | | | | | | | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | — | | | $ | — | | | $ | 29,988 | | | $ | (2,999 | ) | | $ | 26,989 | |
Accounts receivable, net | | | — | | | | 123,539 | | | | 22,853 | | | | — | | | | 146,392 | |
Intercompany receivable, net | | | 174,075 | | | | — | | | | — | | | | (174,075 | ) | | | — | |
Inventories | | | — | | | | 183,216 | | | | 23,386 | | | | — | | | | 206,602 | |
Investments, at fair value | | | — | | | | — | | | | 15,398 | | | | — | | | | 15,398 | |
Deferred income taxes | | | — | | | | 13,806 | | | | 254 | | | | — | | | | 14,060 | |
Prepaid income taxes | | | 5,141 | | | | — | | | | 1,193 | | | | 1,245 | | | | 7,579 | |
Prepaid expenses and other current assets | | | — | | | | 6,578 | | | | 791 | | | | — | | | | 7,369 | |
| | | | | | | | | | | | | | | | | | | | |
Total current assets | | | 179,216 | | | | 327,139 | | | | 93,863 | | | | (175,829 | ) | | | 424,389 | |
Property and equipment, net | | | — | | | | 55,046 | | | | 4,866 | | | | — | | | | 59,912 | |
Other intangible assets, net | | | — | | | | 177,482 | | | | 34,003 | | | | — | | | | 211,485 | |
Goodwill | | | — | | | | 6,022 | | | | — | | | | — | | | | 6,022 | |
Investment in subsidiaries | | | 319,926 | | | | — | | | | — | | | | (319,926 | ) | | | — | |
Other assets | | | 2,486 | | | | 1,822 | | | | 619 | | | | — | | | | 4,927 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL | | $ | 501,628 | | | $ | 567,511 | | | $ | 133,351 | | | $ | (495,755 | ) | | $ | 706,735 | |
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LIABILITIES AND EQUITY | | | | | | | | | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | | | | | | | | | |
Accounts payable | | $ | — | | | $ | 104,480 | | | $ | 10,961 | | | $ | (2,999 | ) | | $ | 112,442 | |
Accrued expenses and other liabilities | | | — | | | | 19,294 | | | | 5,799 | | | | (451 | ) | | | 24,642 | |
Accrued interest payable | | | 4,095 | | | | — | | | | — | | | | — | | | | 4,095 | |
Unearned revenues | | | — | | | | 3,192 | | | | 1,821 | | | | — | | | | 5,013 | |
Intercompany payable, net | | | — | | | | 151,253 | | | | 24,997 | | | | (176,250 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Total current liabilities | | | 4,095 | | | | 278,219 | | | | 43,578 | | | | (179,700 | ) | | | 146,192 | |
| | | | | | | | | | | | | | | | | | | | |
Senior subordinated notes payable, net | | | 150,000 | | | | — | | | | — | | | | — | | | | 150,000 | |
Senior credit facility | | | — | | | | 8,162 | | | | — | | | | — | | | | 8,162 | |
Real estate mortgages | | | — | | | | 22,844 | | | | — | | | | — | | | | 22,844 | |
Deferred pension obligation | | | — | | | | 9,792 | | | | 70 | | | | — | | | | 9,862 | |
Unearned revenues and other long-term liabilities | | | — | | | | 12,064 | | | | 2,668 | | | | — | | | | 14,732 | |
Deferred income taxes | | | — | | | | 5,712 | | | | 2 | | | | 1,696 | | | | 7,410 | |
| | | | | | | | | | | | | | | | | | | | |
Total long-term liabilities | | | 150,000 | | | | 58,574 | | | | 2,740 | | | | 1,696 | | | | 213,010 | |
| | | | | | | | | | | | | | | | | | | | |
Total liabilities | | | 154,095 | | | | 336,793 | | | | 46,318 | | | | (178,004 | ) | | | 359,202 | |
| | | | | | | | | | | | | | | | | | | | |
Total equity | | | 347,533 | | | | 230,718 | | | | 87,033 | | | | (317,751 | ) | | | 347,533 | |
| | | | | | | | | | | | | | | | | | | | |
TOTAL | | $ | 501,628 | | | $ | 567,511 | | | $ | 133,351 | | | $ | (495,755 | ) | | $ | 706,735 | |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING BALANCE SHEET |
AS OF FEBRUARY 2, 2013 |
(amounts in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
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 | |
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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 INCOME (LOSS) |
FOR THE YEAR ENDED FEBRUARY 1, 2014 |
(amounts in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | — | | | $ | 804,374 | | | $ | 78,199 | | | $ | — | | | $ | 882,573 | |
Royalty income | | | — | | | | 17,612 | | | | 12,039 | | | | — | | | | 29,651 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | — | | | | 821,986 | | | | 90,238 | | | | — | | | | 912,224 | |
Cost of sales | | | — | | | | 561,895 | | | | 47,541 | | | | — | | | | 609,436 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 260,091 | | | | 42,697 | | | | — | | | | 302,788 | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | — | | | | 240,871 | | | | 31,845 | | | | — | | | | 272,716 | |
Depreciation and amortization | | | — | | | | 11,860 | | | | 766 | | | | — | | | | 12,626 | |
Impairment on assets | | | — | | | | 38,549 | | | | 4,428 | | | | — | | | | 42,977 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 291,280 | | | | 37,039 | | | | — | | | | 328,319 | |
| | | | | | | | | | | | | | | | | | | | |
(Loss) gain on sale of long-lived assets | | | — | | | | (799 | ) | | | 6,961 | | | | — | | | | 6,162 | |
| | | | | | | | | | | | | | | | | | | | |
Operating (loss) income | | | — | | | | (31,988 | ) | | | 12,619 | | | | — | | | | (19,369 | ) |
Interest expense | | | — | | | | 14,961 | | | | 64 | | | | — | | | | 15,025 | |
| | | | | | | | | | | | | | | | | | | | |
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Net (loss) income before income taxes | | | — | | | | (46,949 | ) | | | 12,555 | | | | — | | | | (34,394 | ) |
| | | | | |
Income tax (benefit) provision | | | — | | | | (14,356 | ) | | | 2,741 | | | | — | | | | (11,615 | ) |
| | | | | | | | | | | | | | | | | | | | |
Equity in (loss) earnings of subsidiaries, net | | | (22,779 | ) | | | — | | | | — | | | | 22,779 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net (loss) income | | | (22,779 | ) | | | (32,593 | ) | | | 9,814 | | | | 22,779 | | | | (22,779 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Other comprehensive income (loss) | | | 592 | | | | 1,310 | | | | (718 | ) | | | (592 | ) | | | 592 | |
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Comprehensive (loss) income | | $ | (22,187 | ) | | $ | (31,283 | ) | | $ | 9,096 | | | $ | 22,187 | | | $ | (22,187 | ) |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME |
FOR THE YEAR ENDED FEBRUARY 2, 2013 |
(amounts in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | — | | | $ | 872,372 | | | $ | 70,079 | | | $ | — | | | $ | 942,451 | |
Royalty income | | | — | | | | 15,048 | | | | 12,054 | | | | — | | | | 27,102 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | — | | | | 887,420 | | | | 82,133 | | | | — | | | | 969,553 | |
Cost of sales | | | — | | | | 610,558 | | | | 41,794 | | | | — | | | | 652,352 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 276,862 | | | | 40,339 | | | | — | | | | 317,201 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | — | | | | 235,578 | | | | 28,276 | | | | — | | | | 263,854 | |
Depreciation and amortization | | | — | | | | 13,125 | | | | 771 | | | | — | | | | 13,896 | |
Impairment on assets | | | — | | | | 2,744 | | | | 772 | | | | — | | | | 3,516 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 251,447 | | | | 29,819 | | | | — | | | | 281,266 | |
| | | | | | | | | | | | | | | | | | | | |
Gain on sale of long-lived assets | | | — | | | | 410 | | | | — | | | | — | | | | 410 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | — | | | | 25,825 | | | | 10,520 | | | | — | | | | 36,345 | |
Interest expense | | | — | | | | 14,742 | | | | 94 | | | | — | | | | 14,836 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Net income before income taxes | | | — | | | | 11,083 | | | | 10,426 | | | | — | | | | 21,509 | |
| | | | | |
Income tax provision | | | — | | | | 4,625 | | | | 2,083 | | | | — | | | | 6,708 | |
| | | | | |
Equity in earnings of subsidiaries, net | | | 14,801 | | | | — | | | | — | | | | (14,801 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | 14,801 | | | | 6,458 | | | | 8,343 | | | | (14,801 | ) | | | 14,801 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Other comprehensive income (loss) | | | 118 | | | | (53 | ) | | | 171 | | | | (118 | ) | | | 118 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Comprehensive income | | $ | 14,919 | | | $ | 6,405 | | | $ | 8,514 | | | $ | (14,919 | ) | | $ | 14,919 | |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME |
FOR THE YEAR ENDED JANUARY 28, 2012 |
(amounts in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
Revenues: | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | — | | | $ | 891,668 | | | $ | 63,881 | | | $ | — | | | $ | 955,549 | |
Royalty income | | | — | | | | 14,089 | | | | 10,954 | | | | — | | | | 25,043 | |
| | | | | | | | | | | | | | | | | | | | |
Total revenues | | | — | | | | 905,757 | | | | 74,835 | | | | — | | | | 980,592 | |
Cost of sales | | | — | | | | 621,670 | | | | 35,180 | | | | — | | | | 656,850 | |
| | | | | | | | | | | | | | | | | | | | |
Gross profit | | | — | | | | 284,087 | | | | 39,655 | | | | — | | | | 323,742 | |
| | | | | | | | | | | | | | | | | | | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses | | | — | | | | 223,539 | | | | 25,079 | | | | — | | | | 248,618 | |
Depreciation and amortization | | | — | | | | 13,034 | | | | 639 | | | | — | | | | 13,673 | |
Impairment on assets | | | — | | | | 5,066 | | | | 1,000 | | | | — | | | | 6,066 | |
| | | | | | | | | | | | | | | | | | | | |
Total operating expenses | | | — | | | | 241,639 | | | | 26,718 | | | | — | | | | 268,357 | |
| | | | | | | | | | | | | | | | | | | | |
Operating income | | | — | | | | 42,448 | | | | 12,937 | | | | — | | | | 55,385 | |
Costs on early extinguishment of debt | | | — | | | | 1,306 | | | | — | | | | — | | | | 1,306 | |
Interest expense | | | — | | | | 16,015 | | | | 88 | | | | — | | | | 16,103 | |
| | | | | | | | | | | | | | | | | | | | |
Net income before income taxes | | | — | | | | 25,127 | | | | 12,849 | | | | — | | | | 37,976 | |
| | | | | |
Income tax provision | | | — | | | | 10,299 | | | | 2,160 | | | | — | | | | 12,459 | |
Equity in earnings of subsidiaries, net | | | 25,517 | | | | — | | | | — | | | | (25,517 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | | 25,517 | | | | 14,828 | | | | 10,689 | | | | (25,517 | ) | | | 25,517 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Other comprehensive loss | | | (4,857 | ) | | | (4,593 | ) | | | (264 | ) | | | 4,857 | | | | (4,857 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Comprehensive income | | $ | 20,660 | | | $ | 10,235 | | | $ | 10,425 | | | $ | (20,660 | ) | | $ | 20,660 | |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED FEBRUARY 1, 2014 |
(amounts in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | | $ | (8,510 | ) | | | 16,328 | | | $ | (4,599 | ) | | $ | (2,999 | ) | | $ | 220 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | — | | | | (20,874 | ) | | | (1,369 | ) | | | — | | | | (22,243 | ) |
Purchase of investments | | | — | | | | — | | | | (15,437 | ) | | | — | | | | (15,437 | ) |
Proceeds on sale of intangible assets | | | — | | | | — | | | | 4,875 | | | | — | | | | 4,875 | |
Proceeds on termination of insurance | | | 3,559 | | | | — | | | | — | | | | — | | | | 3,559 | |
Proceeds on sale of long-lived assets, net | | | — | | | | 1,892 | | | | — | | | | — | | | | 1,892 | |
Intercompany transactions | | | 11,917 | | | | — | | | | — | | | | (11,917 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by investing activities | | | 15,476 | | | | (18,982 | ) | | | (11,931 | ) | | | (11,917 | ) | | | (27,354 | ) |
| | | | | | | | | | | | | | | | | | | | |
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CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Borrowings from senior credit facility | | | — | | | | 415,885 | | | | — | | | | — | | | | 415,885 | |
Payments on senior credit facility | | | — | | | | (407,723 | ) | | | — | | | | — | | | | (407,723 | ) |
Purchase of treasury stock | | | (6,957 | ) | | | — | | | | — | | | | — | | | | (6,957 | ) |
Payments on real estate mortgages | | | — | | | | (1,385 | ) | | | — | | | | — | | | | (1,385 | ) |
Payments on capital leases | | | — | | | | (318 | ) | | | — | | | | — | | | | (318 | ) |
Tax benefit from exercise of stock options | | | 83 | | | | — | | | | — | | | | — | | | | 83 | |
Deferred financing fees | | | — | | | | (327 | ) | | | — | | | | — | | | | (327 | ) |
Proceeds from exercise of stock options | | | 154 | | | | — | | | | — | | | | — | | | | 154 | |
Intercompany transactions | | | — | | | | (18,303 | ) | | | 6,632 | | | | 11,671 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (6,720 | ) | | | (12,171 | ) | | | 6,632 | | | | 11,671 | | | | (588 | ) |
Effect of exchange rate changes on cash and cash equivalents | | | (246 | ) | | | — | | | | (246 | ) | | | 246 | | | | (246 | ) |
| | | | | | | | | | | | | | | | | | | | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | | | — | | | | (14,825 | ) | | | (10,144 | ) | | | (2,999 | ) | | | (27,968 | ) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | | | — | | | | 14,825 | | | | 40,132 | | | | — | | | | 54,957 | |
| | | | | | | | | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | | $ | — | | | | — | | | $ | 29,988 | | | $ | (2,999 | ) | | $ | 26,989 | |
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PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED FEBRUARY 2, 2013 |
(amounts in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | | $ | (1,748 | ) | | $ | 61,983 | | | $ | 16,746 | | | $ | — | | | $ | 76,981 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | — | | | | (8,277 | ) | | | (1,563 | ) | | | — | | | | (9,840 | ) |
Payment on purchase of intangible assets | | | — | | | | (7,000 | ) | | | — | | | | — | | | | (7,000 | ) |
Proceeds in connection with purchase price adjustment | | | — | | | | 4,547 | | | | — | | | | — | | | | 4,547 | |
Deposit on sale of intangible asset | | | — | | | | — | | | | 2,625 | | | | — | | | | 2,625 | |
Proceeds on sale of long-lived assets, net | | | — | | | | 410 | | | | 350 | | | | — | | | | 760 | |
Intercompany transactions | | | 16,111 | | | | — | | | | — | | | | (16,111 | ) | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by investing activities | | | 16,111 | | | | (10,320 | ) | | | 1,412 | | | | (16,111 | ) | | | (8,908 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Borrowings from senior credit facility | | | — | | | | 288,312 | | | | — | | | | — | | | | 288,312 | |
Payments on senior credit facility | | | — | | | | (309,991 | ) | | | — | | | | — | | | | (309,991 | ) |
Payments on real estate mortgages | | | — | | | | (727 | ) | | | — | | | | — | | | | (727 | ) |
Deferred financing fees | | | — | | | | (100 | ) | | | — | | | | — | | | | (100 | ) |
Payments on capital leases | | | — | | | | (363 | ) | | | — | | | | — | | | | (363 | ) |
Dividends paid to stockholders | | | (14,992 | ) | | | — | | | | — | | | | — | | | | (14,992 | ) |
Tax benefit from exercise of stock options | | | 1,554 | | | | — | | | | — | | | | — | | | | 1,554 | |
Proceeds from exercise of stock options | | | 1,804 | | | | — | | | | — | | | | — | | | | 1,804 | |
Purchase of treasury stock | | | (2,582 | ) | | | — | | | | — | | | | — | | | | (2,582 | ) |
Intercompany transactions | | | — | | | | (14,262 | ) | | | (1,702 | ) | | | 15,964 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (14,216 | ) | | | (37,131 | ) | | | (1,702 | ) | | | 15,964 | | | | (37,085 | ) |
| | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | (147 | ) | | | — | | | | (147 | ) | | | 147 | | | | (147 | ) |
| | | | | | | | | | | | | | | | | | | | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | | | — | | | | 14,532 | | | | 16,309 | | | | — | | | | 30,841 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | | | — | | | | 293 | | | | 23,823 | | | | — | | | | 24,116 | |
| | | | | | | | | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | | $ | — | | | $ | 14,825 | | | $ | 40,132 | | | $ | — | | | $ | 54,957 | |
| | | | | | | | | | | | | | | | | | | | |
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS |
FOR THE YEAR ENDED JANUARY 28, 2012 |
(amounts in thousands) |
| | | | | | | | | | | | | | | | | | | | |
| | Parent Only | | | Guarantors | | | Non-Guarantors | | | Eliminations | | | Consolidated | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: | | $ | 23,447 | | | $ | (68,762 | ) | | $ | 45,377 | | | $ | 650 | | | $ | 712 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment | | | — | | | | (11,419 | ) | | | (1,713 | ) | | | — | | | | (13,132 | ) |
Payment on purchase of operating leases | | | — | | | | (904 | ) | | | — | | | | — | | | | (904 | ) |
Payment on purchase of intangible assets | | | — | | | | (535 | ) | | | — | | | | — | | | | (535 | ) |
Redemption of restricted funds as collateral | | | — | | | | 9,369 | | | | — | | | | — | | | | 9,369 | |
Proceeds on sale of intangible assets | | | — | | | | — | | | | 2,875 | | | | — | | | | 2,875 | |
Intercompany transactions | | | (107,350 | ) | | | — | | | | — | | | | 107,350 | | | | — | |
| | | | | | | | | | | | | | | | | | | | |
Net cash (used in) provided by investing activities | | | (107,350 | ) | | | (3,489 | ) | | | 1,162 | | | | 107,350 | | | | (2,327 | ) |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | | | | | | | | | | | | |
Borrowings from senior credit facility | | | — | | | | 398,208 | | | | — | | | | — | | | | 398,208 | |
Payments on senior credit facility | | | — | | | | (473,871 | ) | | | — | | | | — | | | | (473,871 | ) |
Payments on senior subordinated notes payable | | | (105,792 | ) | | | — | | | | — | | | | — | | | | (105,792 | ) |
Payments on real estate mortgages | | | — | | | | (549 | ) | | | — | | | | — | | | | (549 | ) |
Deferred financing fees | | | — | | | | (103 | ) | | | — | | | | — | | | | (103 | ) |
Proceeds from issuance of senior subordinated notes payable | | | 150,000 | | | | — | | | | — | | | | — | | | | 150,000 | |
Debt issuance costs | | | (3,504 | ) | | | — | | | | — | | | | — | | | | (3,504 | ) |
Payments on capital leases | | | — | | | | (381 | ) | | | — | | | | — | | | | (381 | ) |
Proceeds from issuance of common stock | | | 56,000 | | | | — | | | | — | | | | — | | | | 56,000 | |
Stock issuance costs | | | (3,074 | ) | | | — | | | | — | | | | — | | | | (3,074 | ) |
Tax benefit from exercise of stock options | | | 1,267 | | | | — | | | | — | | | | — | | | | 1,267 | |
Proceeds from exercise of stock options | | | 4,768 | | | | — | | | | — | | | | — | | | | 4,768 | |
Purchase of treasury stock | | | (15,958 | ) | | | — | | | | — | | | | — | | | | (15,958 | ) |
Intercompany transactions | | | — | | | | 149,240 | | | | (41,611 | ) | | | (107,629 | ) | | | — | |
Net cash (used in) provided by financing activities | | | 83,707 | | | | 72,544 | | | | (41,611 | ) | | | (107,629 | ) | | | 7,011 | |
| | | | | | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | 196 | | | | — | | | | (279 | ) | | | 279 | | | | 196 | |
| | | | | | | | | | | | | | | | | | | | |
NET INCREASE IN CASH AND CASH EQUIVALENTS | | | — | | | | 293 | | | | 4,649 | | | | 650 | | | | 5,592 | |
| | | | | | | | | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | | | — | | | | — | | | | 19,174 | | | | (650 | ) | | | 18,524 | |
| | | | | | | | | | | | | | | | | | | | |
CASH AND CASH EQUIVALENTS AT END OF YEAR | | $ | — | | | $ | 293 | | | $ | 23,823 | | | $ | — | | | $ | 24,116 | |
| | | | | | | | | | | | | | | | | | | | |