Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 31, 2015 | Dec. 02, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PERY | |
Entity Registrant Name | PERRY ELLIS INTERNATIONAL, INC | |
Entity Central Index Key | 900,349 | |
Current Fiscal Year End Date | --01-30 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 15,723,089 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 26,016 | $ 43,547 |
Accounts receivable, net | 130,453 | 137,432 |
Inventories | 145,301 | 183,734 |
Investments, at fair value | 10,291 | 19,996 |
Deferred income taxes | 694 | 725 |
Prepaid income taxes | 2,743 | 6,384 |
Prepaid expenses and other current assets | 7,892 | 7,124 |
Total current assets | 323,390 | 398,942 |
Property and equipment, net | 67,040 | 64,633 |
Other intangible assets, net | 206,333 | 210,201 |
Goodwill | 6,022 | 6,022 |
Other assets | 3,879 | 5,191 |
TOTAL | 606,664 | 684,989 |
Current Liabilities: | ||
Accounts payable | 62,946 | 117,789 |
Accrued expenses and other liabilities | 25,594 | 22,355 |
Accrued interest payable | 536 | 4,045 |
Unearned revenues | 4,143 | 4,856 |
Deferred pension obligation | 8,514 | 8,930 |
Deferred income taxes | 172 | 797 |
Total current liabilities | 101,905 | 158,772 |
Senior subordinated notes payable, net | 50,000 | 150,000 |
Senior credit facility | 60,621 | |
Real estate mortgages | 21,517 | 22,109 |
Unearned revenues and other long-term liabilities | 15,223 | 15,009 |
Deferred income taxes | 40,290 | 37,082 |
Total long-term liabilities | 187,651 | 224,200 |
Total liabilities | $ 289,556 | $ 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; 15,789,519 shares issued and outstanding as of October 31, 2015 and 16,128,775 shares issued and outstanding as of January 31, 2015 | $ 158 | $ 161 |
Additional paid-in-capital | 149,418 | 161,336 |
Retained earnings | 179,505 | 169,102 |
Accumulated other comprehensive loss | (11,973) | (12,852) |
Total | 317,108 | 317,747 |
Treasury stock at cost; no shares as of October 31, 2015 and 770,753 shares as of January 31, 2015 | (15,730) | |
Total equity | 317,108 | 302,017 |
TOTAL | $ 606,664 | $ 684,989 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 31, 2015 | Jan. 31, 2015 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 15,789,519 | 16,128,775 |
Common stock, shares outstanding | 15,789,519 | 16,128,775 |
Treasury stock, shares | 0 | 770,753 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Revenues: | ||||
Net sales | $ 196,447 | $ 203,267 | $ 659,342 | $ 649,193 |
Royalty income | 8,992 | 8,173 | 25,810 | 23,093 |
Total revenues | 205,439 | 211,440 | 685,152 | 672,286 |
Cost of sales | 132,144 | 141,133 | 445,815 | 443,850 |
Gross profit | 73,295 | 70,307 | 239,337 | 228,436 |
Operating expenses: | ||||
Selling, general and administrative expenses | 64,869 | 64,477 | 202,731 | 201,045 |
Depreciation and amortization | 3,383 | 3,008 | 10,151 | 8,976 |
Total operating expenses | 68,252 | 67,485 | 212,882 | 210,021 |
(Loss) gain on sale of long-lived assets | (697) | 885 | ||
Operating income | 5,043 | 2,822 | 25,758 | 19,300 |
Costs of early extinguishment of debt | 5,121 | |||
Interest expense | 1,853 | 3,517 | 7,423 | 10,838 |
Net income (loss) before income taxes | 3,190 | (695) | 13,214 | 8,462 |
Income tax provision (benefit) | 917 | (258) | 2,811 | 2,740 |
Net (loss) income | $ 2,273 | $ (437) | $ 10,403 | $ 5,722 |
Net income (loss) per share: | ||||
Basic | $ 0.15 | $ (0.03) | $ 0.70 | $ 0.38 |
Diluted | $ 0.15 | $ (0.03) | $ 0.68 | $ 0.38 |
Weighted average number of shares outstanding | ||||
Basic | 15,148 | 14,954 | 14,948 | 14,881 |
Diluted | 15,465 | 14,954 | 15,344 | 15,246 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | ||
Net income (loss) | $ 2,273 | $ (437) | $ 10,403 | $ 5,722 | |
Other Comprehensive (loss) income: | |||||
Foreign currency translation adjustments, net | (609) | (1,228) | 482 | (591) | |
Unrealized gain on pension liability, net of tax | [1] | 135 | 80 | 405 | 239 |
Unrealized gain on investments | (1) | 14 | (8) | 29 | |
Total other comprehensive (loss) income | (475) | (1,134) | 879 | (323) | |
Comprehensive income (loss) | $ 1,798 | $ (1,571) | $ 11,282 | $ 5,399 | |
[1] | Unrealized gain on pension liability for the three months ended October 31, 2015 and November 1, 2014 is net of tax in the amount of $0 and $50, respectively. Unrealized gain on pension liability for the nine months ended October 31, 2015 and November 1, 2014 is net of tax in the amount of $0 and $151, respectively. See footnote 12 to the consolidated financial statements for further information. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Unrealized gain on pension liability, tax | $ 0 | $ 50 | $ 0 | $ 151 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2015 | Nov. 01, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 10,403 | $ 5,722 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 10,632 | 9,541 |
Provision for bad debts | 435 | 360 |
Amortization of debt issue cost | 369 | 483 |
Amortization of premiums and discounts | 124 | 320 |
Amortization of unrealized loss on pension liability | 405 | 390 |
Costs on early extinguishment of debt | 1,158 | |
Deferred income taxes | 2,614 | 1,764 |
Loss (gain) on sale of long-lived assets | 697 | (885) |
Share-based compensation | 3,641 | 4,424 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 6,507 | 16,614 |
Inventories | 38,380 | 50,420 |
Prepaid income taxes | 3,606 | 44 |
Prepaid expenses and other current assets | (762) | (538) |
Other assets | 111 | (313) |
Deferred pension obligation | (416) | (2,221) |
Accounts payable and accrued expenses | (54,759) | (50,297) |
Accrued interest payable | (3,509) | (2,986) |
Unearned revenues and other liabilities | (998) | 991 |
Net cash provided by operating activities | 18,638 | 33,833 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (9,837) | (12,525) |
Purchase of investments | (8,230) | (27,331) |
Proceeds from investment maturities | 17,845 | 19,844 |
Proceeds on sale of intangible assets | 2,500 | |
Proceeds from note receivable | 250 | 250 |
Net cash provided by (used in) investing activities | 2,528 | (19,762) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings from senior credit facility | 330,644 | 220,166 |
Payments on senior credit facility | (270,023) | (228,328) |
Payments on senior subordinated notes | (100,000) | |
Purchase of treasury stock | (2,222) | |
Payments on real estate mortgages | (615) | (593) |
Payments on capital leases | (137) | (150) |
Deferred financing fees | (574) | |
Proceeds from exercise of stock options | 1,408 | 360 |
Tax benefit from exercise of equity instruments | (134) | |
Net cash used in financing activities | (39,297) | (10,901) |
Effect of exchange rate changes on cash and cash equivalents | 600 | 243 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (17,531) | 3,413 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 43,547 | 26,989 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 26,016 | 30,402 |
Cash paid during the period for: | ||
Interest | 10,439 | 13,021 |
Income taxes | 507 | 616 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Accrued purchases of property and equipment | $ 1,684 | 17 |
Note receivable on sale of intangible asset | $ 1,250 |
GENERAL
GENERAL | 9 Months Ended |
Oct. 31, 2015 | |
GENERAL | 1. GENERAL 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 January 31, 2015, filed with the Securities and Exchange Commission on April 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. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Oct. 31, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS | 2. RECENT ACCOUNTING PRONOUNCEMENTS In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” In May 2014, the FASB issued ASU No. 2014-09 , “Revenue from Contracts with Customers.” 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).” In February 2015, the FASB issued ASU 2015-02, “ Amendments to the Consolidation Analysis” In March 2015, the FASB issued ASU 2015-03, “ Interest - Imputation of Interest (Subtopic 835-30)” In July 2015, the FASB issued ASU 2015-11, “ Inventory (Topic 330): Simplifying the Measurement of Inventory”, |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Oct. 31, 2015 | |
ACCOUNTS RECEIVABLE | 3. ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of: October 31, January 31, 2015 (in thousands) Trade accounts $ 144,670 $ 150,515 Royalties 7,331 6,662 Other receivables 1,054 1,034 Total 153,055 158,211 Less: allowances (22,602 ) (20,779 ) Total $ 130,453 $ 137,432 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Oct. 31, 2015 | |
INVENTORIES | 4. INVENTORIES 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. Inventories consisted of the following as of: October 31, January 31, (in thousands) Finished goods $ 144,972 $ 183,468 Raw materials and in process 329 266 Total $ 145,301 $ 183,734 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Oct. 31, 2015 | |
INVESTMENTS | 5. INVESTMENTS The Company’s investments include marketable securities and certificates of deposit at October 31, 2015 and 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 $7.3 million with maturity dates within one 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 October 31, 2015: Cost Gross Gross Estimated (in thousands) Marketable securities $ 3,030 $ 1 $ — $ 3,031 Certificates of deposit 7,262 1 (3 ) 7,260 Total investments $ 10,292 $ 2 $ (3 ) $ 10,291 Investments consisted of the following as of January 31, 2015: Cost Gross Gross Estimated (in thousands) Marketable securities $ 12,247 $ 9 $ — $ 12,256 Certificates of deposit 7,742 1 (3 ) 7,740 Total investments $ 19,989 $ 10 $ (3 ) $ 19,996 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Oct. 31, 2015 | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: October 31, January 31, (in thousands) Furniture, fixtures and equipment $ 86,174 $ 79,225 Buildings and building improvements 22,431 19,719 Vehicles 560 569 Leasehold improvements 48,568 47,807 Land 9,488 9,488 Total 167,221 156,808 Less: accumulated depreciation and amortization (100,181 ) (92,175 ) Total $ 67,040 $ 64,633 The above table of property and equipment includes assets held under capital leases as of: October 31, January 31, (in thousands) Furniture, fixtures and equipment $ 810 $ 888 Less: accumulated depreciation and amortization (114 ) (791 ) Total $ 696 $ 97 For the three months ended October 31, 2015 and November 1, 2014, depreciation and amortization expense relating to property and equipment amounted to $3.4 million and $3.1 million, respectively. For the nine months ended October 31, 2015 and November 1, 2014, depreciation and amortization expense relating to property and equipment amounted to $10.0 million and $8.9 million, respectively. These amounts include amortization expense for leased property under capital leases. |
OTHER INTANGIBLE ASSETS
OTHER INTANGIBLE ASSETS | 9 Months Ended |
Oct. 31, 2015 | |
OTHER INTANGIBLE ASSETS | 7. OTHER INTANGIBLE ASSETS Trademarks Trademarks included in other intangible assets, net, are considered indefinite-lived assets and totaled $202.3 million and $205.5 million at October 31, 2015 and 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, 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 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 been paid. The second payment has also been received. The remaining three payments are to be paid annually commencing on August 1, 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. Other Other intangible assets represent as of: October 31, January 31, (in thousands) Customer lists $ 8,450 $ 8,450 Less: accumulated amortization (4,453 ) (3,782 ) Total $ 3,997 $ 4,668 For the three months ended October 31, 2015 and November 1, 2014, amortization expense relating to customer lists amounted to $0.3 million and $0.2 million, respectively, for each period. For the nine months ended October 31, 2015 and November 1, 2014, amortization expense relating to customer lists amounted to $0.7 million, respectively, for each period. Other intangible assets are amortized over their estimated useful lives of 10 years. Assuming no impairment, the estimated amortization expense for future periods based on recorded amounts as of October 31, 2015, will be approximately $0.9 million a year from fiscal 2016 through fiscal 2017, approximately $0.8 million a year from fiscal 2018 through fiscal 2019, approximately $0.7 million for fiscal 2020 and approximately $0.5 million for fiscal 2021. |
LETTER OF CREDIT FACILITIES
LETTER OF CREDIT FACILITIES | 9 Months Ended |
Oct. 31, 2015 | |
LETTER OF CREDIT FACILITIES | 8. LETTER OF CREDIT FACILITIES Borrowings and availability under letter of credit facilities consisted of the following as of: October 31, January 31, (in thousands) Total letter of credit facilities $ 30,307 $ 45,301 Outstanding letters of credit (11,395 ) (11,595 ) Total credit available $ 18,912 $ 33,706 During the first quarter of fiscal 2016, a $15 million line of credit expired and was not renewed. |
ADVERTISING AND RELATED COSTS
ADVERTISING AND RELATED COSTS | 9 Months Ended |
Oct. 31, 2015 | |
ADVERTISING AND RELATED COSTS | 9. ADVERTISING AND RELATED COSTS The Company’s accounting policy relating to advertising and related costs is to expense these costs in the period incurred. Advertising and related costs were approximately $4.1 million and $4.4 million for the three months ended October 31, 2015 and November 1, 2014, respectively, and $11.1 million and $12.2 million for the nine months ended October 31, 2015 and November 1, 2014, respectively, and are included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 9 Months Ended |
Oct. 31, 2015 | |
NET INCOME (LOSS) PER SHARE | 10. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average shares of outstanding common stock. The calculation of diluted net income (loss) per share is similar to basic earnings per share except that the denominator includes potentially dilutive common stock. The potentially dilutive common stock included in the Company’s computation of diluted net income (loss) 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 income (loss) per share: Three Months Ended Nine Months Ended October 31, November 1, October 31, November 1, (in thousands, except per share data) Numerator: Net income (loss) $ 2,273 $ (437 ) $ 10,403 $ 5,722 Denominator: Basic-weighted average shares 15,148 14,954 14,948 14,881 Dilutive effect: equity awards 317 — 396 365 Diluted-weighted average shares 15,465 14,954 15,344 15,246 Basic income (loss) per share $ 0.15 $ (0.03 ) $ 0.70 $ 0.38 Diluted income (loss) per share $ 0.15 $ (0.03 ) $ 0.68 $ 0.38 Antidilutive effect: (1) 530 1,778 693 886 (1) Represents weighted average of stock options to purchase shares of common stock, SARS and restricted stock that were not included in computing diluted income (loss) per share because their effects were antidilutive for the respective periods. |
EQUITY
EQUITY | 9 Months Ended |
Oct. 31, 2015 | |
EQUITY | 11. EQUITY The following table reflects the changes in equity: Changes in Equity (in thousands) Equity at January 31, 2015 $ 302,017 Comprehensive income 11,282 Share transactions under employee equity compensation plans 3,809 Equity at October 31, 2015 $ 317,108 Equity at February 1, 2014 $ 347,533 Comprehensive income 5,399 Share transactions under employee equity compensation plans 4,362 Purchase of treasury stock (2,222 ) Equity at November 1, 2014 $ 355,072 During the second quarter of fiscal 2016, the Company retired 770,753 shares of treasury stock recorded at a cost of approximately $15.7 million. Accordingly, during the second quarter of fiscal 2016, the Company reduced common stock and additional paid in capital by $7,000 and $15.7 million, respectively. During the three months ended November 1, 2014, the Company repurchased shares of its common stock at a cost of $2.2 million. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Oct. 31, 2015 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12. ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in accumulated other comprehensive loss by component, net of tax: Unrealized Foreign Unrealized Total (in thousands) Balance, January 31, 2015 $ (8,085 ) $ (4,774 ) $ 7 $ (12,852 ) Other comprehensive loss (income) before reclassifications — 482 (8 ) 474 Amounts reclassified from accumulated other comprehensive loss 405 — — 405 Balance, October 31, 2015 $ (7,680 ) $ (4,292 ) $ (1 ) $ (11,973 ) A summary of the impact on the condensed consolidated statements of operations line items is as follows: Three Months Ended October 31, 2015 November 1, 2014 (in thousands) Amortization of defined benefit pension items Actuarial gains $ 135 $ 130 Selling, general and administrative expenses Tax provision — (50 ) Income tax provision Total, net of tax $ 135 $ 80 Nine Months Ended October 31, 2015 November 1, 2014 (in thousands) Amortization of defined benefit pension items Actuarial gains $ 405 $ 390 Selling, general and administrative expenses Tax provision — (151 ) Income tax provision Total, net of tax $ 405 $ 239 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Oct. 31, 2015 | |
INCOME TAXES | 13. INCOME TAXES 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 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 2016, depending on each state’s particular statute of limitation. As of October 31, 2015, the fiscal 2011, 2012 and 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 Company has a $1.0 million liability recorded for unrecognized tax benefits as of January 31, 2015, which includes interest and penalties of $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 months ended October 31, 2015, the total amount of unrecognized tax benefits decreased by approximately $81,000 and increased by $29,000, respectively. The change to the total amount of the unrecognized tax benefits for the three and nine months ended October 31, 2015 included a decrease in interest and penalties of approximately $29,000 and $2,000, respectively. The Company finalized amounts due to New York City as a corollary to the recently resolved New York State examination during the three months ended October 31, 2015. Within the next twelve months the accepted look back period associated with various state and local tax jurisdictions will close. This event could result in a reduction of the unrecognized tax benefit of up to approximately $47,000. The Company does not currently anticipate a resolution within the next twelve months for any of the other remaining unrecognized tax benefits as of October 31, 2015. The statute of limitations related to the Company’s fiscal 2011, 2012, and 2013 U.S. federal tax 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 nine months ended October 31, 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. |
STOCK OPTIONS, STOCK APPRECIATI
STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES | 9 Months Ended |
Oct. 31, 2015 | |
STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES | 14. STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES 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 second quarter of fiscal 2016, the Company granted an aggregate of 8,130 SARs, to be settled in shares of common stock to two new directors. The SARs have an exercise price of $23.38 and generally vest over a three-year period and have a seven-year term, at an estimated value, based on the Black-Scholes 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 2016, the Company awarded to five directors an aggregate of 12,840 shares of restricted stock. The restricted stock awarded vests primarily over a three-year period, at an estimated 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. In April 2015, a total of 91,083 shares of restricted stock vested, of which 27,325 shares were withheld to cover the employees’ statutory income tax requirements. The estimated value of the withheld shares was $0.7 million. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Oct. 31, 2015 | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION 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, Gotcha, Farah, Pro Player and Manhattan. The Company allocates certain corporate selling, general and administrative expenses based primarily on the revenues generated by each segment. Three Months Ended Nine Months Ended October 31, November 1, October 31, November 1, 2015 2014 2015 2014 (in thousands) Revenues: Men’s Sportswear and Swim $ 141,512 $ 145,732 $ 490,453 $ 487,906 Women’s Sportswear 33,421 36,721 102,126 97,448 Direct-to-Consumer 21,514 20,814 66,763 63,839 Licensing 8,992 8,173 25,810 23,093 Total revenues $ 205,439 $ 211,440 $ 685,152 $ 672,286 Depreciation and amortization: Men’s Sportswear and Swim $ 1,771 $ 1,606 $ 5,509 $ 4,804 Women’s Sportswear 589 487 1,655 1,444 Direct-to-Consumer 976 880 2,851 2,615 Licensing 47 35 136 113 Total depreciation and amortization $ 3,383 $ 3,008 $ 10,151 $ 8,976 Operating income: Men’s Sportswear and Swim $ 2,392 $ (2,091 ) $ 14,544 $ 7,163 Women’s Sportswear (109 ) 1,324 222 (249 ) Direct-to-Consumer (4,038 ) (2,937 ) (8,051 ) (5,915 ) Licensing (1) 6,798 6,526 19,043 18,301 Total operating income $ 5,043 $ 2,822 $ 25,758 $ 19,300 Costs on early extinguishment of debt — — 5,121 — Total interest expense 1,853 3,517 7,423 10,838 Total net income (loss) before income taxes $ 3,190 $ (695 ) $ 13,214 $ 8,462 (1) Operating income for the licensing segment for the nine months ended October 31, 2015, includes a loss on sale of long-lived assets in the amount of $0.7 million. Operating income for the licensing segment for the nine months ended November 1, 2014 includes a gain on sale of long-lived assets in the amount of $0.9 million. See footnote 7 to the consolidated financial statements for further information. |
BENEFIT PLAN
BENEFIT PLAN | 9 Months Ended |
Oct. 31, 2015 | |
BENEFIT PLAN | 16. BENEFIT PLAN 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 months ended fiscal 2016 and 2015: Three Months Ended Nine Months Ended October 31, November 1, October 31, November 1, 2015 2014 2015 2014 (in thousands) Service cost $ 63 $ 63 $ 189 $ 189 Interest cost 337 433 1,011 1,299 Expected return on plan assets (658 ) (508 ) (1,974 ) (1,524 ) Amortization of net loss 135 130 405 390 Net periodic benefit cost $ (123 ) $ 118 $ (369 ) $ 354 |
SENIOR CREDIT FACILITY
SENIOR CREDIT FACILITY | 9 Months Ended |
Oct. 31, 2015 | |
SENIOR CREDIT FACILITY | 17. SENIOR CREDIT FACILITY 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 October 31, 2015, The Company had outstanding borrowings of $60.6 million under the Credit Facility. At January 31, 2015, the Company had no outstanding borrowings under the Credit Facility. Certain Covenants 7 8 Borrowing Base Interest. Security |
SENIOR SUBORDINATED NOTES PAYAB
SENIOR SUBORDINATED NOTES PAYABLE | 9 Months Ended |
Oct. 31, 2015 | |
SENIOR SUBORDINATED NOTES PAYABLE | 18. SENIOR SUBORDINATED NOTES PAYABLE In March 2011, the Company issued $150 million 7 7 8 7 8 On April 6, 2015, the Company elected to call for the partial redemption of $100 million of its $150 million 7 7 8 Certain Covenants. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Oct. 31, 2015 | |
FAIR VALUE MEASUREMENTS | 19. FAIR VALUE MEASUREMENTS Accounts receivable, accounts payable, accrued interest payable and accrued expenses short-term Real estate mortgages. Senior credit facility. Senior subordinated notes payable 7 8 7 8 These estimated fair value amounts have been determined using available market information and appropriate valuation methods. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Oct. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES The Company is a defendant in Joseph T. Cook v. Perry Ellis International, Inc. and Oscar Feldenkreis, Case No. 15-cv-08290 (U.S. District Court, Southern District of New York), involving claims of unlawful employment practices, including unlawful discrimination and retaliation, which was filed on October 21, 2015 by an employee in the New York offices. The plaintiff seeks an unspecified amount of damages. The Company believes that the allegations are without merit and intends to vigorously defend against them. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 9 Months Ended |
Oct. 31, 2015 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 21. 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 October 31, 2015 and January 31, 2015 and for the three and nine months ended October 31, 2015 and November 1, 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. PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF OCTOBER 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 2,532 $ 23,484 $ — $ 26,016 Accounts receivable, net — 104,425 26,028 — 130,453 Intercompany receivable, net 79,334 — — (79,334 ) — Inventories — 123,145 22,156 — 145,301 Investment, at fair value — — 10,291 — 10,291 Deferred income taxes — — 694 — 694 Prepaid income taxes 2,726 — — 17 2,743 Prepaid expenses and other current assets — 6,766 1,126 — 7,892 Total current assets 82,060 236,868 83,779 (79,317 ) 323,390 Property and equipment, net — 62,750 4,290 — 67,040 Other intangible assets, net — 172,695 33,638 — 206,333 Goodwill — 6,022 — — 6,022 Investment in subsidiaries 285,117 — — (285,117 ) — Other assets 467 2,281 1,131 — 3,879 TOTAL $ 367,644 $ 480,616 $ 122,838 $ (364,434 ) $ 606,664 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 56,192 $ 6,754 $ — $ 62,946 Accrued expenses and other liabilities — 20,865 4,729 — 25,594 Accrued interest payable 536 — — — 536 Income taxes payable — 451 1,228 (1,679 ) — Unearned revenues — 2,725 1,418 — 4,143 Deferred pension obligation — 8,433 81 — 8,514 Deferred income taxes — 172 — — 172 Intercompany payable, net — 62,709 21,528 (84,237 ) — Total current liabilities 536 151,547 35,738 (85,916 ) 101,905 Senior subordinated notes payable, net 50,000 — — — 50,000 Senior credit facility — 60,621 — — 60,621 Real estate mortgages — 21,517 — — 21,517 Unearned revenues and other long-term liabilities — 14,749 474 — 15,223 Deferred income taxes — 38,591 3 1,696 40,290 Total long-term liabilities 50,000 135,478 477 1,696 187,651 Total liabilities 50,536 287,025 36,215 (84,220 ) 289,556 Total equity 317,108 193,591 86,623 (280,214 ) 317,108 TOTAL $ 367,644 $ 480,616 $ 122,838 $ (364,434 ) $ 606,664 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF JANUARY 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 30,055 $ 13,492 $ — $ 43,547 Accounts receivable, net — 114,325 23,107 — 137,432 Intercompany receivable, net 174,264 — — (174,264 ) — Inventories — 156,107 27,627 — 183,734 Investments, at fair value — — 19,996 — 19,996 Deferred income taxes — — 725 — 725 Prepaid income taxes 5,275 — 314 795 6,384 Prepaid expenses and other current assets — 6,159 965 — 7,124 Total current assets 179,539 306,646 86,226 (173,469 ) 398,942 Property and equipment, net — 60,216 4,417 — 64,633 Other intangible assets, net — 176,563 33,638 — 210,201 Goodwill — 6,022 — — 6,022 Investment in subsidiaries 274,714 — — (274,714 ) — Other assets 1,809 1,926 1,456 — 5,191 TOTAL $ 456,062 $ 551,373 $ 125,737 $ (448,183 ) $ 684,989 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 105,046 $ 12,743 $ — $ 117,789 Accrued expenses and other liabilities — 17,945 4,410 — 22,355 Accrued interest payable 4,045 — — — 4,045 Income taxes payable — 901 — (901 ) — Unearned revenues — 3,023 1,833 — 4,856 Deferred pension obligation — 8,878 52 — 8,930 Deferred income taxes — 797 — — 797 Intercompany payable, net — 156,438 23,211 (179,649 ) — Total current liabilities 4,045 293,028 42,249 (180,550 ) 158,772 Senior subordinated notes payable, net 150,000 — — — 150,000 Real estate mortgages — 22,109 — — 22,109 Unearned revenues and other long-term liabilities — 13,620 1,389 — 15,009 Deferred income taxes — 35,383 3 1,696 37,082 Total long-term liabilities 150,000 71,112 1,392 1,696 224,200 Total liabilities 154,045 364,140 43,641 (178,854 ) 382,972 Total equity 302,017 187,233 82,096 (269,329 ) 302,017 TOTAL $ 456,062 $ 551,373 $ 125,737 $ (448,183 ) $ 684,989 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 174,315 $ 22,132 $ — $ 196,447 Royalty income — 5,495 3,497 — 8,992 Total revenues — 179,810 25,629 — 205,439 Cost of sales — 118,154 13,990 — 132,144 Gross profit — 61,656 11,639 — 73,295 Operating expenses: Selling, general and administrative expenses — 55,570 9,299 — 64,869 Depreciation and amortization — 3,096 287 — 3,383 Total operating expenses — 58,666 9,586 — 68,252 Operating income — 2,990 2,053 — 5,043 Interest expense, net — 1,857 (4 ) — 1,853 Net income before income taxes — 1,133 2,057 — 3,190 Income tax provision — 344 573 — 917 Equity in earnings of subsidiaries, net 2,273 — — (2,273 ) — Net income 2,273 789 1,484 (2,273 ) 2,273 Other comprehensive (loss) income (475 ) 135 (610 ) 475 (475 ) Comprehensive income $ 1,798 $ 924 $ 874 $ (1,798 ) $ 1,798 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED NOVEMBER 1, 2014 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 182,512 $ 20,755 $ — $ 203,267 Royalty income — 4,995 3,178 — 8,173 Total revenues — 187,507 23,933 — 211,440 Cost of sales — 128,438 12,695 — 141,133 Gross profit — 59,069 11,238 — 70,307 Operating expenses: Selling, general and administrative expenses — 55,639 8,838 — 64,477 Depreciation and amortization — 2,735 273 — 3,008 Total operating expenses — 58,374 9,111 — 67,485 Operating income — 695 2,127 — 2,822 Interest expense — 3,531 (14 ) — 3,517 Net income (loss) before income taxes — (2,836 ) 2,141 — (695 ) Income tax (benefit) provision — (1,320 ) 1,062 — (258 ) Equity in earnings of subsidiaries, net (437 ) — — 437 — Net (loss) income (437 ) (1,516 ) 1,079 437 (437 ) Other comprehensive (loss) income (1,134 ) 80 (1,214 ) 1,134 (1,134 ) Comprehensive loss $ (1,571 ) $ (1,436 ) $ (135 ) $ 1,571 $ (1,571 ) PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 586,515 $ 72,827 $ — $ 659,342 Royalty income — 15,693 10,117 — 25,810 Total revenues — 602,208 82,944 — 685,152 Cost of sales — 399,813 46,002 — 445,815 Gross profit — 202,395 36,942 — 239,337 Operating expenses: Selling, general and administrative expenses — 172,690 30,041 — 202,731 Depreciation and amortization — 9,258 893 — 10,151 Total operating expenses — 181,948 30,934 — 212,882 Loss on sale of long-lived assets — (697 ) — — (697 ) Operating income — 19,750 6,008 — 25,758 Costs of early extinguishment of debt — 5,121 — — 5,121 Interest expense — 7,363 60 — 7,423 Net income before income taxes — 7,266 5,948 — 13,214 Income tax provision — 908 1,903 — 2,811 Equity in earnings of subsidiaries, net 10,403 — — (10,403 ) — Net income 10,403 6,358 4,045 (10,403 ) 10,403 Other comprehensive income 879 405 474 (879 ) 879 Comprehensive income $ 11,282 $ 6,763 $ 4,519 $ (11,282 ) $ 11,282 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED NOVEMBER 1, 2014 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 581,632 $ 67,561 $ — $ 649,193 Royalty income — 14,085 9,008 — 23,093 Total revenues — 595,717 76,569 — 672,286 Cost of sales — 400,997 42,853 — 443,850 Gross profit — 194,720 33,716 — 228,436 Operating expenses: Selling, general and administrative expenses — 173,069 27,976 — 201,045 Depreciation and amortization — 8,256 720 — 8,976 Total operating expenses — 181,325 28,696 — 210,021 Gain on sale of long-lived assets — — 885 — 885 Operating income — 13,395 5,905 — 19,300 Interest expense — 10,831 7 — 10,838 Net income before income taxes — 2,564 5,898 — 8,462 Income tax provision — 1,281 1,459 — 2,740 Equity in earnings of subsidiaries, net 5,722 — — (5,722 ) — Net income 5,722 1,283 4,439 (5,722 ) 5,722 Other comprehensive (loss) income (323 ) 239 (562 ) 323 (323 ) Comprehensive income $ 5,399 $ 1,522 $ 3,877 $ (5,399 ) $ 5,399 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 382 $ 15,691 $ 2,565 $ — $ 18,638 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (8,913 ) (924 ) — (9,837 ) Purchase of investments — — (8,230 ) — (8,230 ) Proceeds from investment maturities — — 17,845 — 17,845 Proceeds on sale of intangible assets — 2,500 — — 2,500 Proceeds from note receivable — — 250 — 250 Intercompany transactions 97,610 — — (97,610 ) — Net cash provided by (used in) investing activities 97,610 (6,413 ) 8,941 (97,610 ) 2,528 CASH FLOWS FROM FINANCING ACTIVITIES: Payments on senior subordinated notes (100,000 ) — — — (100,000 ) Borrowings from senior credit facility — 330,644 — — 330,644 Payments on senior credit facility — (270,023 ) — — (270,023 ) Payments on real estate mortgages — (615 ) — — (615 ) Payments on capital leases — (137 ) — — (137 ) Deferred financing fees — (574 ) — — (574 ) Proceeds from exercise of stock options 1,408 — — — 1,408 Intercompany transactions — (96,096 ) (2,114 ) 98,210 — Net cash used in financing activities (98,592 ) (36,801 ) (2,114 ) 98,210 (39,297 ) Effect of exchange rate changes on cash and cash equivalents 600 — 600 (600 ) 600 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS — (27,523 ) 9,992 — (17,531 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 30,055 13,492 — 43,547 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 2,532 $ 23,484 — $ 26,016 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED NOVEMBER 1, 2014 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: $ (3,859 ) $ 33,000 $ 1,693 $ 2,999 $ 33,833 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (11,860 ) (665 ) — (12,525 ) Purchase of investments — — (27,331 ) — (27,331 ) Proceeds from investment maturities — — 19,844 — 19,844 Proceeds from note receivable — — 250 — 250 Intercompany transactions 5,612 — — (5,612 ) — Net cash provided by (used in) investing activities 5,612 (11,860 ) (7,902 ) (5,612 ) (19,762 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 220,166 — — 220,166 Payments on senior credit facility — (228,328 ) — — (228,328 ) Payments on real estate mortgages — (593 ) — — (593 ) Purchase of treasury stock (2,222 ) — — — (2,222 ) Payments on capital leases — (150 ) — — (150 ) Proceeds from exercise of stock options 360 — — — 360 Tax benefit from exercise of equity instruments (134 ) — — — (134 ) Intercompany transactions — (3,039 ) (2,816 ) 5,855 — Net cash (used in) provided by financing activities (1,996 ) (11,944 ) (2,816 ) 5,855 (10,901 ) Effect of exchange rate changes on cash and cash equivalents 243 — 243 (243 ) 243 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 9,196 (8,782 ) 2,999 3,413 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — — 29,988 (2,999 ) 26,989 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 9,196 $ 21,206 $ — $ 30,402 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Components of Accounts Receivable | Accounts receivable consisted of the following as of: October 31, January 31, 2015 (in thousands) Trade accounts $ 144,670 $ 150,515 Royalties 7,331 6,662 Other receivables 1,054 1,034 Total 153,055 158,211 Less: allowances (22,602 ) (20,779 ) Total $ 130,453 $ 137,432 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Summary of Inventories | Inventories consisted of the following as of: October 31, January 31, (in thousands) Finished goods $ 144,972 $ 183,468 Raw materials and in process 329 266 Total $ 145,301 $ 183,734 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Investments | Investments consisted of the following as of October 31, 2015: Cost Gross Gross Estimated (in thousands) Marketable securities $ 3,030 $ 1 $ — $ 3,031 Certificates of deposit 7,262 1 (3 ) 7,260 Total investments $ 10,292 $ 2 $ (3 ) $ 10,291 Investments consisted of the following as of January 31, 2015: Cost Gross Gross Estimated (in thousands) Marketable securities $ 12,247 $ 9 $ — $ 12,256 Certificates of deposit 7,742 1 (3 ) 7,740 Total investments $ 19,989 $ 10 $ (3 ) $ 19,996 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Summary of Property and Equipment | Property and equipment consisted of the following as of: October 31, January 31, (in thousands) Furniture, fixtures and equipment $ 86,174 $ 79,225 Buildings and building improvements 22,431 19,719 Vehicles 560 569 Leasehold improvements 48,568 47,807 Land 9,488 9,488 Total 167,221 156,808 Less: accumulated depreciation and amortization (100,181 ) (92,175 ) Total $ 67,040 $ 64,633 |
Summary of Property and Equipment Includes Assets Held under Capital Leases | The above table of property and equipment includes assets held under capital leases as of: October 31, January 31, (in thousands) Furniture, fixtures and equipment $ 810 $ 888 Less: accumulated depreciation and amortization (114 ) (791 ) Total $ 696 $ 97 |
OTHER INTANGIBLE ASSETS (Tables
OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Summary of Other Intangible Assets | Other intangible assets represent as of: October 31, January 31, (in thousands) Customer lists $ 8,450 $ 8,450 Less: accumulated amortization (4,453 ) (3,782 ) Total $ 3,997 $ 4,668 |
LETTER OF CREDIT FACILITIES (Ta
LETTER OF CREDIT FACILITIES (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Borrowings and Availability under Letter of Credit Facilities | Borrowings and availability under letter of credit facilities consisted of the following as of: October 31, January 31, (in thousands) Total letter of credit facilities $ 30,307 $ 45,301 Outstanding letters of credit (11,395 ) (11,595 ) Total credit available $ 18,912 $ 33,706 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Calculation of Basic and Diluted Income (Loss) Per Share | The following table sets forth the computation of basic and diluted income (loss) per share: Three Months Ended Nine Months Ended October 31, November 1, October 31, November 1, (in thousands, except per share data) Numerator: Net income (loss) $ 2,273 $ (437 ) $ 10,403 $ 5,722 Denominator: Basic-weighted average shares 15,148 14,954 14,948 14,881 Dilutive effect: equity awards 317 — 396 365 Diluted-weighted average shares 15,465 14,954 15,344 15,246 Basic income (loss) per share $ 0.15 $ (0.03 ) $ 0.70 $ 0.38 Diluted income (loss) per share $ 0.15 $ (0.03 ) $ 0.68 $ 0.38 Antidilutive effect: (1) 530 1,778 693 886 (1) Represents weighted average of stock options to purchase shares of common stock, SARS and restricted stock that were not included in computing diluted income (loss) per share because their effects were antidilutive for the respective periods. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Changes in Equity | The following table reflects the changes in equity: Changes in Equity (in thousands) Equity at January 31, 2015 $ 302,017 Comprehensive income 11,282 Share transactions under employee equity compensation plans 3,809 Equity at October 31, 2015 $ 317,108 Equity at February 1, 2014 $ 347,533 Comprehensive income 5,399 Share transactions under employee equity compensation plans 4,362 Purchase of treasury stock (2,222 ) Equity at November 1, 2014 $ 355,072 |
ACCUMULATED OTHER COMPREHENSI37
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Changes in Accumulated Other Comprehensive Loss by Component Net of Tax | Changes in accumulated other comprehensive loss by component, net of tax: Unrealized Foreign Unrealized Total (in thousands) Balance, January 31, 2015 $ (8,085 ) $ (4,774 ) $ 7 $ (12,852 ) Other comprehensive loss (income) before reclassifications — 482 (8 ) 474 Amounts reclassified from accumulated other comprehensive loss 405 — — 405 Balance, October 31, 2015 $ (7,680 ) $ (4,292 ) $ (1 ) $ (11,973 ) |
Summary of Impact on Condensed Consolidated Statements of Operations Line Items | A summary of the impact on the condensed consolidated statements of operations line items is as follows: Three Months Ended October 31, 2015 November 1, 2014 (in thousands) Amortization of defined benefit pension items Actuarial gains $ 135 $ 130 Selling, general and administrative expenses Tax provision — (50 ) Income tax provision Total, net of tax $ 135 $ 80 Nine Months Ended October 31, 2015 November 1, 2014 (in thousands) Amortization of defined benefit pension items Actuarial gains $ 405 $ 390 Selling, general and administrative expenses Tax provision — (151 ) Income tax provision Total, net of tax $ 405 $ 239 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Segment Information | The Company allocates certain corporate selling, general and administrative expenses based primarily on the revenues generated by each segment. Three Months Ended Nine Months Ended October 31, November 1, October 31, November 1, 2015 2014 2015 2014 (in thousands) Revenues: Men’s Sportswear and Swim $ 141,512 $ 145,732 $ 490,453 $ 487,906 Women’s Sportswear 33,421 36,721 102,126 97,448 Direct-to-Consumer 21,514 20,814 66,763 63,839 Licensing 8,992 8,173 25,810 23,093 Total revenues $ 205,439 $ 211,440 $ 685,152 $ 672,286 Depreciation and amortization: Men’s Sportswear and Swim $ 1,771 $ 1,606 $ 5,509 $ 4,804 Women’s Sportswear 589 487 1,655 1,444 Direct-to-Consumer 976 880 2,851 2,615 Licensing 47 35 136 113 Total depreciation and amortization $ 3,383 $ 3,008 $ 10,151 $ 8,976 Operating income: Men’s Sportswear and Swim $ 2,392 $ (2,091 ) $ 14,544 $ 7,163 Women’s Sportswear (109 ) 1,324 222 (249 ) Direct-to-Consumer (4,038 ) (2,937 ) (8,051 ) (5,915 ) Licensing (1) 6,798 6,526 19,043 18,301 Total operating income $ 5,043 $ 2,822 $ 25,758 $ 19,300 Costs on early extinguishment of debt — — 5,121 — Total interest expense 1,853 3,517 7,423 10,838 Total net income (loss) before income taxes $ 3,190 $ (695 ) $ 13,214 $ 8,462 (1) Operating income for the licensing segment for the nine months ended October 31, 2015, includes a loss on sale of long-lived assets in the amount of $0.7 million. Operating income for the licensing segment for the nine months ended November 1, 2014 includes a gain on sale of long-lived assets in the amount of $0.9 million. See footnote 7 to the consolidated financial statements for further information. |
BENEFIT PLAN (Tables)
BENEFIT PLAN (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Components of Net Benefit Cost | The following table provides the components of net benefit cost for the plan during the three and nine months ended fiscal 2016 and 2015: Three Months Ended Nine Months Ended October 31, November 1, October 31, November 1, 2015 2014 2015 2014 (in thousands) Service cost $ 63 $ 63 $ 189 $ 189 Interest cost 337 433 1,011 1,299 Expected return on plan assets (658 ) (508 ) (1,974 ) (1,524 ) Amortization of net loss 135 130 405 390 Net periodic benefit cost $ (123 ) $ 118 $ (369 ) $ 354 |
CONDENSED CONSOLIDATING FINAN40
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Condensed Consolidating Balance Sheet | PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF OCTOBER 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 2,532 $ 23,484 $ — $ 26,016 Accounts receivable, net — 104,425 26,028 — 130,453 Intercompany receivable, net 79,334 — — (79,334 ) — Inventories — 123,145 22,156 — 145,301 Investment, at fair value — — 10,291 — 10,291 Deferred income taxes — — 694 — 694 Prepaid income taxes 2,726 — — 17 2,743 Prepaid expenses and other current assets — 6,766 1,126 — 7,892 Total current assets 82,060 236,868 83,779 (79,317 ) 323,390 Property and equipment, net — 62,750 4,290 — 67,040 Other intangible assets, net — 172,695 33,638 — 206,333 Goodwill — 6,022 — — 6,022 Investment in subsidiaries 285,117 — — (285,117 ) — Other assets 467 2,281 1,131 — 3,879 TOTAL $ 367,644 $ 480,616 $ 122,838 $ (364,434 ) $ 606,664 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 56,192 $ 6,754 $ — $ 62,946 Accrued expenses and other liabilities — 20,865 4,729 — 25,594 Accrued interest payable 536 — — — 536 Income taxes payable — 451 1,228 (1,679 ) — Unearned revenues — 2,725 1,418 — 4,143 Deferred pension obligation — 8,433 81 — 8,514 Deferred income taxes — 172 — — 172 Intercompany payable, net — 62,709 21,528 (84,237 ) — Total current liabilities 536 151,547 35,738 (85,916 ) 101,905 Senior subordinated notes payable, net 50,000 — — — 50,000 Senior credit facility — 60,621 — — 60,621 Real estate mortgages — 21,517 — — 21,517 Unearned revenues and other long-term liabilities — 14,749 474 — 15,223 Deferred income taxes — 38,591 3 1,696 40,290 Total long-term liabilities 50,000 135,478 477 1,696 187,651 Total liabilities 50,536 287,025 36,215 (84,220 ) 289,556 Total equity 317,108 193,591 86,623 (280,214 ) 317,108 TOTAL $ 367,644 $ 480,616 $ 122,838 $ (364,434 ) $ 606,664 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF JANUARY 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 30,055 $ 13,492 $ — $ 43,547 Accounts receivable, net — 114,325 23,107 — 137,432 Intercompany receivable, net 174,264 — — (174,264 ) — Inventories — 156,107 27,627 — 183,734 Investments, at fair value — — 19,996 — 19,996 Deferred income taxes — — 725 — 725 Prepaid income taxes 5,275 — 314 795 6,384 Prepaid expenses and other current assets — 6,159 965 — 7,124 Total current assets 179,539 306,646 86,226 (173,469 ) 398,942 Property and equipment, net — 60,216 4,417 — 64,633 Other intangible assets, net — 176,563 33,638 — 210,201 Goodwill — 6,022 — — 6,022 Investment in subsidiaries 274,714 — — (274,714 ) — Other assets 1,809 1,926 1,456 — 5,191 TOTAL $ 456,062 $ 551,373 $ 125,737 $ (448,183 ) $ 684,989 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 105,046 $ 12,743 $ — $ 117,789 Accrued expenses and other liabilities — 17,945 4,410 — 22,355 Accrued interest payable 4,045 — — — 4,045 Income taxes payable — 901 — (901 ) — Unearned revenues — 3,023 1,833 — 4,856 Deferred pension obligation — 8,878 52 — 8,930 Deferred income taxes — 797 — — 797 Intercompany payable, net — 156,438 23,211 (179,649 ) — Total current liabilities 4,045 293,028 42,249 (180,550 ) 158,772 Senior subordinated notes payable, net 150,000 — — — 150,000 Real estate mortgages — 22,109 — — 22,109 Unearned revenues and other long-term liabilities — 13,620 1,389 — 15,009 Deferred income taxes — 35,383 3 1,696 37,082 Total long-term liabilities 150,000 71,112 1,392 1,696 224,200 Total liabilities 154,045 364,140 43,641 (178,854 ) 382,972 Total equity 302,017 187,233 82,096 (269,329 ) 302,017 TOTAL $ 456,062 $ 551,373 $ 125,737 $ (448,183 ) $ 684,989 |
Condensed Consolidating Statement of Comprehensive (Loss) Income | PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 174,315 $ 22,132 $ — $ 196,447 Royalty income — 5,495 3,497 — 8,992 Total revenues — 179,810 25,629 — 205,439 Cost of sales — 118,154 13,990 — 132,144 Gross profit — 61,656 11,639 — 73,295 Operating expenses: Selling, general and administrative expenses — 55,570 9,299 — 64,869 Depreciation and amortization — 3,096 287 — 3,383 Total operating expenses — 58,666 9,586 — 68,252 Operating income — 2,990 2,053 — 5,043 Interest expense, net — 1,857 (4 ) — 1,853 Net income before income taxes — 1,133 2,057 — 3,190 Income tax provision — 344 573 — 917 Equity in earnings of subsidiaries, net 2,273 — — (2,273 ) — Net income 2,273 789 1,484 (2,273 ) 2,273 Other comprehensive (loss) income (475 ) 135 (610 ) 475 (475 ) Comprehensive income $ 1,798 $ 924 $ 874 $ (1,798 ) $ 1,798 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) FOR THE THREE MONTHS ENDED NOVEMBER 1, 2014 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 182,512 $ 20,755 $ — $ 203,267 Royalty income — 4,995 3,178 — 8,173 Total revenues — 187,507 23,933 — 211,440 Cost of sales — 128,438 12,695 — 141,133 Gross profit — 59,069 11,238 — 70,307 Operating expenses: Selling, general and administrative expenses — 55,639 8,838 — 64,477 Depreciation and amortization — 2,735 273 — 3,008 Total operating expenses — 58,374 9,111 — 67,485 Operating income — 695 2,127 — 2,822 Interest expense — 3,531 (14 ) — 3,517 Net income (loss) before income taxes — (2,836 ) 2,141 — (695 ) Income tax (benefit) provision — (1,320 ) 1,062 — (258 ) Equity in earnings of subsidiaries, net (437 ) — — 437 — Net (loss) income (437 ) (1,516 ) 1,079 437 (437 ) Other comprehensive (loss) income (1,134 ) 80 (1,214 ) 1,134 (1,134 ) Comprehensive loss $ (1,571 ) $ (1,436 ) $ (135 ) $ 1,571 $ (1,571 ) PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 586,515 $ 72,827 $ — $ 659,342 Royalty income — 15,693 10,117 — 25,810 Total revenues — 602,208 82,944 — 685,152 Cost of sales — 399,813 46,002 — 445,815 Gross profit — 202,395 36,942 — 239,337 Operating expenses: Selling, general and administrative expenses — 172,690 30,041 — 202,731 Depreciation and amortization — 9,258 893 — 10,151 Total operating expenses — 181,948 30,934 — 212,882 Loss on sale of long-lived assets — (697 ) — — (697 ) Operating income — 19,750 6,008 — 25,758 Costs of early extinguishment of debt — 5,121 — — 5,121 Interest expense — 7,363 60 — 7,423 Net income before income taxes — 7,266 5,948 — 13,214 Income tax provision — 908 1,903 — 2,811 Equity in earnings of subsidiaries, net 10,403 — — (10,403 ) — Net income 10,403 6,358 4,045 (10,403 ) 10,403 Other comprehensive income 879 405 474 (879 ) 879 Comprehensive income $ 11,282 $ 6,763 $ 4,519 $ (11,282 ) $ 11,282 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED) FOR THE NINE MONTHS ENDED NOVEMBER 1, 2014 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 581,632 $ 67,561 $ — $ 649,193 Royalty income — 14,085 9,008 — 23,093 Total revenues — 595,717 76,569 — 672,286 Cost of sales — 400,997 42,853 — 443,850 Gross profit — 194,720 33,716 — 228,436 Operating expenses: Selling, general and administrative expenses — 173,069 27,976 — 201,045 Depreciation and amortization — 8,256 720 — 8,976 Total operating expenses — 181,325 28,696 — 210,021 Gain on sale of long-lived assets — — 885 — 885 Operating income — 13,395 5,905 — 19,300 Interest expense — 10,831 7 — 10,838 Net income before income taxes — 2,564 5,898 — 8,462 Income tax provision — 1,281 1,459 — 2,740 Equity in earnings of subsidiaries, net 5,722 — — (5,722 ) — Net income 5,722 1,283 4,439 (5,722 ) 5,722 Other comprehensive (loss) income (323 ) 239 (562 ) 323 (323 ) Comprehensive income $ 5,399 $ 1,522 $ 3,877 $ (5,399 ) $ 5,399 |
Condensed Consolidating Statement of Cash Flows | PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 382 $ 15,691 $ 2,565 $ — $ 18,638 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (8,913 ) (924 ) — (9,837 ) Purchase of investments — — (8,230 ) — (8,230 ) Proceeds from investment maturities — — 17,845 — 17,845 Proceeds on sale of intangible assets — 2,500 — — 2,500 Proceeds from note receivable — — 250 — 250 Intercompany transactions 97,610 — — (97,610 ) — Net cash provided by (used in) investing activities 97,610 (6,413 ) 8,941 (97,610 ) 2,528 CASH FLOWS FROM FINANCING ACTIVITIES: Payments on senior subordinated notes (100,000 ) — — — (100,000 ) Borrowings from senior credit facility — 330,644 — — 330,644 Payments on senior credit facility — (270,023 ) — — (270,023 ) Payments on real estate mortgages — (615 ) — — (615 ) Payments on capital leases — (137 ) — — (137 ) Deferred financing fees — (574 ) — — (574 ) Proceeds from exercise of stock options 1,408 — — — 1,408 Intercompany transactions — (96,096 ) (2,114 ) 98,210 — Net cash used in financing activities (98,592 ) (36,801 ) (2,114 ) 98,210 (39,297 ) Effect of exchange rate changes on cash and cash equivalents 600 — 600 (600 ) 600 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS — (27,523 ) 9,992 — (17,531 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 30,055 13,492 — 43,547 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 2,532 $ 23,484 — $ 26,016 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED NOVEMBER 1, 2014 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: $ (3,859 ) $ 33,000 $ 1,693 $ 2,999 $ 33,833 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (11,860 ) (665 ) — (12,525 ) Purchase of investments — — (27,331 ) — (27,331 ) Proceeds from investment maturities — — 19,844 — 19,844 Proceeds from note receivable — — 250 — 250 Intercompany transactions 5,612 — — (5,612 ) — Net cash provided by (used in) investing activities 5,612 (11,860 ) (7,902 ) (5,612 ) (19,762 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 220,166 — — 220,166 Payments on senior credit facility — (228,328 ) — — (228,328 ) Payments on real estate mortgages — (593 ) — — (593 ) Purchase of treasury stock (2,222 ) — — — (2,222 ) Payments on capital leases — (150 ) — — (150 ) Proceeds from exercise of stock options 360 — — — 360 Tax benefit from exercise of equity instruments (134 ) — — — (134 ) Intercompany transactions — (3,039 ) (2,816 ) 5,855 — Net cash (used in) provided by financing activities (1,996 ) (11,944 ) (2,816 ) 5,855 (10,901 ) Effect of exchange rate changes on cash and cash equivalents 243 — 243 (243 ) 243 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 9,196 (8,782 ) 2,999 3,413 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — — 29,988 (2,999 ) 26,989 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 9,196 $ 21,206 $ — $ 30,402 |
Components of Accounts Receivab
Components of Accounts Receivable (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 153,055 | $ 158,211 |
Less: allowances | (22,602) | (20,779) |
Total | 130,453 | 137,432 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 144,670 | 150,515 |
Royalties Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 7,331 | 6,662 |
Other Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 1,054 | $ 1,034 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Inventory [Line Items] | ||
Finished goods | $ 144,972 | $ 183,468 |
Raw materials and in process | 329 | 266 |
Total | $ 145,301 | $ 183,734 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Millions | Oct. 31, 2015 | Jan. 31, 2015 |
Certificates of Deposit | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available for sale securities maturing within one year or less | $ 7.3 | $ 7.3 |
Investments (Detail)
Investments (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Schedule of Investments [Line Items] | ||
Cost | $ 10,292 | $ 19,989 |
Gross Unrealized Gains | 2 | 10 |
Gross Unrealized Losses | (3) | (3) |
Estimated Fair Value | 10,291 | 19,996 |
Marketable securities | ||
Schedule of Investments [Line Items] | ||
Cost | 3,030 | 12,247 |
Gross Unrealized Gains | 1 | 9 |
Estimated Fair Value | 3,031 | 12,256 |
Certificates of Deposit | ||
Schedule of Investments [Line Items] | ||
Cost | 7,262 | 7,742 |
Gross Unrealized Gains | 1 | 1 |
Gross Unrealized Losses | (3) | (3) |
Estimated Fair Value | $ 7,260 | $ 7,740 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 167,221 | $ 156,808 |
Less: accumulated depreciation and amortization | (100,181) | (92,175) |
Total | 67,040 | 64,633 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 86,174 | 79,225 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 22,431 | 19,719 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total | 560 | 569 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 48,568 | 47,807 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 9,488 | $ 9,488 |
Summary of Property and Equipme
Summary of Property and Equipment Includes Assets Held under Capital Leases (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Furniture, fixtures and equipment | $ 810 | $ 888 |
Less: accumulated depreciation and amortization | (114) | (791) |
Total | $ 696 | $ 97 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense related to property and equipment | $ 3.4 | $ 3.1 | $ 10 | $ 8.9 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Oct. 31, 2015USD ($) | Nov. 01, 2014USD ($) | Aug. 02, 2014USD ($)Investment | Oct. 31, 2015USD ($) | Nov. 01, 2014USD ($) | Jan. 31, 2015USD ($) | |
Intangible Assets [Line Items] | ||||||
Asset sales agreement date | Aug. 1, 2014 | Mar. 19, 2015 | ||||
Proceeds on sale of intangible assets | $ 2,500,000 | |||||
Sales agreement amount | $ 1,300,000 | |||||
Number of installments | Investment | 5 | |||||
Notes receivable installments payments amount resulting from sale of intangible asset | $ 250,000 | |||||
Notes receivable installments payments description resulting from sale of intangible asset | The first payment was due within four days of the completion date and has been paid. The second payment has also been received. The remaining three payments are to be paid annually commencing on August 1, 2016 with the final payment to be made on August 1, 2018 | |||||
Interest rate on purchase price | 3.50% | |||||
Intangible assets amortized estimated useful lives | 10 years | |||||
Estimated amortization expense 2016 | $ 900,000 | $ 900,000 | ||||
Estimated amortization expense 2017 | 900,000 | 900,000 | ||||
Estimated amortization expense 2018 | 800,000 | 800,000 | ||||
Estimated amortization expense 2019 | 800,000 | 800,000 | ||||
Estimated amortization expense 2020 | 700,000 | 700,000 | ||||
Estimated amortization expense 2021 | 500,000 | 500,000 | ||||
Customer Lists | ||||||
Intangible Assets [Line Items] | ||||||
Amortization expense | 300,000 | $ 200,000 | 700,000 | $ 700,000 | ||
Licensing | ||||||
Intangible Assets [Line Items] | ||||||
Gain (loss) on sale of intangible assets | $ 900,000 | (700,000) | $ 900,000 | |||
Trademarks | ||||||
Intangible Assets [Line Items] | ||||||
Trademarks included in other intangible assets, net | $ 202,300,000 | $ 202,300,000 | $ 205,500,000 |
Intangible Assets (Detail)
Intangible Assets (Detail) - Customer Lists - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Customer lists | $ 8,450 | $ 8,450 |
Less: accumulated amortization | (4,453) | (3,782) |
Total | $ 3,997 | $ 4,668 |
Letter of Credit Facilities (De
Letter of Credit Facilities (Detail) - Letter of Credit - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Total letter of credit facilities | $ 30,307 | $ 45,301 |
Outstanding letters of credit | (11,395) | (11,595) |
Total credit available | $ 18,912 | $ 33,706 |
Letter of Credit Facilities - A
Letter of Credit Facilities - Additional Information (Detail) $ in Millions | May. 02, 2015USD ($) |
Letter of Credit | |
Line of Credit Facility [Line Items] | |
Line Of Credit, amount expired and not renewed | $ 15 |
Advertising and Related Costs -
Advertising and Related Costs - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Advertising Costs [Line Items] | ||||
Advertising and related costs | $ 4.1 | $ 4.4 | $ 11.1 | $ 12.2 |
Computation of Basic and Dilute
Computation of Basic and Diluted Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | ||
Numerator: | |||||
Net income (loss) | $ 2,273 | $ (437) | $ 10,403 | $ 5,722 | |
Denominator: | |||||
Basic-weighted average shares | 15,148 | 14,954 | 14,948 | 14,881 | |
Dilutive effect: equity awards | 317 | 396 | 365 | ||
Diluted-weighted average shares | 15,465 | 14,954 | 15,344 | 15,246 | |
Basic income (loss) per share | $ 0.15 | $ (0.03) | $ 0.70 | $ 0.38 | |
Diluted income (loss) per share | $ 0.15 | $ (0.03) | $ 0.68 | $ 0.38 | |
Antidilutive effect | [1] | 530 | 1,778 | 693 | 886 |
[1] | Represents weighted average of stock options to purchase shares of common stock, SARS and restricted stock that were not included in computing diluted income (loss) per share because their effects were antidilutive for the respective periods. |
Equity (Detail)
Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Equity [Line Items] | ||||
Beginning Balance | $ 302,017 | $ 347,533 | ||
Comprehensive income | $ 1,798 | $ (1,571) | 11,282 | 5,399 |
Share transactions under employee equity compensation plans | 3,809 | 4,362 | ||
Purchase of treasury stock | (2,200) | (2,222) | ||
Ending Balance | $ 317,108 | $ 355,072 | $ 317,108 | $ 355,072 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Aug. 01, 2015 | Nov. 01, 2014 | Nov. 01, 2014 | |
Shareholders Equity [Line Items] | |||
Purchase of treasury stock | $ 2,200,000 | $ 2,222,000 | |
Common Stock | |||
Shareholders Equity [Line Items] | |||
Retirement of treasury stock, shares | 770,753 | ||
Retirement of treasury stock | $ 7,000 | ||
Additional Paid-in Capital | |||
Shareholders Equity [Line Items] | |||
Retirement of treasury stock | 15,700,000 | ||
Treasury Stock | |||
Shareholders Equity [Line Items] | |||
Retirement of treasury stock | $ 15,700,000 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss by Component, Net of Tax (Detail) $ in Thousands | 9 Months Ended |
Oct. 31, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | $ (12,852) |
Other comprehensive loss (income) before reclassifications | 474 |
Amounts reclassified from accumulated other comprehensive loss | 405 |
Ending Balance | (11,973) |
Unrealized (Loss) Gain on Pension Liability | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | (8,085) |
Amounts reclassified from accumulated other comprehensive loss | 405 |
Ending Balance | (7,680) |
Foreign Currency Translation Adjustments, Net | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | (4,774) |
Other comprehensive loss (income) before reclassifications | 482 |
Ending Balance | (4,292) |
Unrealized (Loss) Gain on Investments | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | 7 |
Other comprehensive loss (income) before reclassifications | (8) |
Ending Balance | $ (1) |
Summary of Impact on Condensed
Summary of Impact on Condensed Consolidated Statements of Operations Line Items (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Selling, general and administrative expenses | $ 64,869 | $ 64,477 | $ 202,731 | $ 201,045 |
Income tax (benefit) provision | 917 | (258) | 2,811 | 2,740 |
Total, net of tax | (405) | |||
Unrealized (Loss) Gain on Pension Liability | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total, net of tax | (405) | |||
Reclassification out of Accumulated Other Comprehensive Income | Unrealized (Loss) Gain on Pension Liability | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Selling, general and administrative expenses | 135 | 130 | 405 | 390 |
Income tax (benefit) provision | (50) | (151) | ||
Total, net of tax | $ 135 | $ 80 | $ 405 | $ 239 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 31, 2015 | Oct. 31, 2015 | Jan. 31, 2015 | |
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | $ 1,000,000 | ||
Unrecognized tax benefits, interest and penalties | 200,000 | ||
Unrecognized tax benefits, increase (decrease) | $ (81,000) | $ 29,000 | |
Increase (decrease) in interest and penalties | (29,000) | (2,000) | |
Expected reduction in unrecognized tax benefits | $ 47,000 | $ 47,000 | |
Valuation allowance | $ 42,400,000 | ||
Internal Revenue Service (IRS) | Earliest Tax Year | |||
Income Tax Disclosure [Line Items] | |||
Open tax years | 2,011 | ||
Internal Revenue Service (IRS) | Latest Tax Year | |||
Income Tax Disclosure [Line Items] | |||
Open tax years | 2,015 |
Stock Options, Stock Apprecia59
Stock Options, Stock Appreciation Rights and Restricted Shares - Additional Information (Detail) $ / shares in Units, $ in Millions | Mar. 17, 2011shares | Mar. 13, 2008shares | Apr. 30, 2015USD ($)shares | Aug. 01, 2015USD ($)Director$ / sharesshares | May. 02, 2015USD ($)shares | Oct. 31, 2015Directorshares | Dec. 31, 2006shares | Jan. 31, 2003shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of restricted stock vested | 91,083 | |||||||
Number of restricted stock tax withheld | 27,325 | |||||||
Number of restricted stock tax withholding value | $ | $ 0.7 | |||||||
Stock Appreciation Rights (SARs) | Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares awarded | 8,130 | |||||||
Number of directors awarded | Director | 2 | |||||||
Exercise price per share of shares awarded | $ / shares | $ 23.38 | |||||||
Vesting period of awards | 3 years | |||||||
Award expiration term | 7 years | |||||||
Fair value of stock granted | $ | $ 0.1 | |||||||
Performance Based Restricted Stock Awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares awarded | 141,613 | 73,489 | ||||||
Vesting period of awards | 3 years | 3 years | ||||||
Fair value of stock granted | $ | $ 3.5 | $ 1.8 | ||||||
Restricted Stock | Director | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares awarded | 12,840 | |||||||
Vesting period of awards | 3 years | |||||||
Number of directors awarded restricted stock | Director | 5 | |||||||
Value of award granted | $ | $ 0.3 | |||||||
2002 Stock Option Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for grant | 1,500,000 | |||||||
2005 Stock Option Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for grant | 5,250,000 | 4,750,000 | 2,250,000 | |||||
Increase in number of shares authorized for grant | 500,000 | 2,250,000 | ||||||
2015 Long-Term Incentive Compensation Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares authorized for grant | 6,250,000 | |||||||
Increase in number of shares authorized for grant | 1,000,000 | |||||||
Expiration date of the plan | Jul. 17, 2025 | |||||||
Percentage of exercise price of incentive stock option granted to a 10% shareholder | 110.00% | |||||||
2015 Long-Term Incentive Compensation Plan | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of non-employee directors in compensation committee | Director | 2 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Oct. 31, 2015Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 4 |
Revenues Generated by Segments
Revenues Generated by Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | ||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 205,439 | $ 211,440 | $ 685,152 | $ 672,286 | |
Total depreciation and amortization | 3,383 | 3,008 | 10,151 | 8,976 | |
Total operating income | 5,043 | 2,822 | 25,758 | 19,300 | |
Costs on early extinguishment of debt | 5,121 | ||||
Total interest expense | 1,853 | 3,517 | 7,423 | 10,838 | |
Total net income (loss) before income taxes | 3,190 | (695) | 13,214 | 8,462 | |
Men's Sportswear and Swim | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 141,512 | 145,732 | 490,453 | 487,906 | |
Total depreciation and amortization | 1,771 | 1,606 | 5,509 | 4,804 | |
Total operating income | 2,392 | (2,091) | 14,544 | 7,163 | |
Women's Sportswear | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 33,421 | 36,721 | 102,126 | 97,448 | |
Total depreciation and amortization | 589 | 487 | 1,655 | 1,444 | |
Total operating income | (109) | 1,324 | 222 | (249) | |
Direct-to-Consumer | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 21,514 | 20,814 | 66,763 | 63,839 | |
Total depreciation and amortization | 976 | 880 | 2,851 | 2,615 | |
Total operating income | (4,038) | (2,937) | (8,051) | (5,915) | |
Licensing | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 8,992 | 8,173 | 25,810 | 23,093 | |
Total depreciation and amortization | 47 | 35 | 136 | 113 | |
Total operating income | [1] | $ 6,798 | $ 6,526 | $ 19,043 | $ 18,301 |
[1] | Operating income for the licensing segment for the nine months ended October 31, 2015, includes a loss on sale of long-lived assets in the amount of $0.7 million. Operating income for the licensing segment for the nine months ended November 1, 2014 includes a gain on sale of long-lived assets in the amount of $0.9 million. See footnote 7 to the consolidated financial statements for further information. |
Revenues Generated by Segment62
Revenues Generated by Segments (Parenthetical) (Detail) - USD ($) $ in Millions | 6 Months Ended | 9 Months Ended | |
Aug. 02, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Licensing | |||
Segment Reporting Information [Line Items] | |||
Gain (loss) on sale of intangible assets | $ 0.9 | $ (0.7) | $ 0.9 |
Components of Net Benefit Cost
Components of Net Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 63 | $ 63 | $ 189 | $ 189 |
Interest cost | 337 | 433 | 1,011 | 1,299 |
Expected return on plan assets | (658) | (508) | (1,974) | (1,524) |
Amortization of net loss | 135 | 130 | 405 | 390 |
Net periodic benefit cost | $ (123) | $ 118 | $ (369) | $ 354 |
Senior Credit Facility - Additi
Senior Credit Facility - Additional Information (Detail) - USD ($) | Apr. 22, 2015 | Oct. 31, 2015 | Jan. 31, 2015 |
Level 1 | Senior Subordinated Notes | |||
Line of Credit Facility [Line Items] | |||
Debt instrument stated interest rate | 7.875% | 7.875% | |
Senior Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Credit facility maximum borrowing capacity | $ 200,000,000 | ||
Credit facility expiry date | Apr. 30, 2020 | ||
Credit facility outstanding borrowings | $ 60,600,000 | $ 0 | |
Amendment and restatement fees | $ 600,000 | ||
Credit facility borrowing base calculation, percentage of eligible receivables | 87.50% | ||
Credit facility borrowing base calculation, percentage of eligible accounts | 87.50% | ||
Credit facility borrowing base calculation, percentage of eligible inventory loan limit | 80.00% | ||
Credit facility borrowing base calculation, net recovery percentage of eligible inventory | 90.00% | ||
Senior Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Credit facility borrowing base calculation, amount of eligible accounts | $ 1,500,000 | ||
Credit facility borrowing base calculation, percentage of eligible finished goods inventory | 70.00% | ||
Credit facility borrowing base calculation, amount of eligible finished goods inventory | $ 125,000,000 | ||
Senior Credit Facility | Maximum | Prime Rate Loans | |||
Line of Credit Facility [Line Items] | |||
Spread above selected rate | 1.00% | ||
Senior Credit Facility | Maximum | Euro Dollar Rate | |||
Line of Credit Facility [Line Items] | |||
Spread above selected rate | 2.00% | ||
Senior Credit Facility | Minimum | Prime Rate Loans | |||
Line of Credit Facility [Line Items] | |||
Spread above selected rate | 0.50% | ||
Senior Credit Facility | Minimum | Euro Dollar Rate | |||
Line of Credit Facility [Line Items] | |||
Spread above selected rate | 1.50% |
Senior Subordinated Notes Pay65
Senior Subordinated Notes Payable - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 06, 2015 | Mar. 31, 2011 | Oct. 31, 2015 |
Senior Secured Notes [Line Items] | |||
Payments on senior subordinated notes | $ 100,000 | ||
Costs of early extinguishment of debt | $ 5,121 | ||
7 7/8% Senior Subordinated Notes Due 2019 | |||
Senior Secured Notes [Line Items] | |||
Debt instrument face amount | $ 150,000 | ||
Debt instrument stated interest rate | 7.875% | ||
Debt instrument maturity date | Apr. 1, 2019 | ||
Proceeds from issuance of senior subordinated notes | $ 146,500 | ||
Debt instrument interest rate, effective percentage | 8.00% | ||
Payments on senior subordinated notes | $ 100,000 | ||
Redemption price for the senior subordinated notes | 103.938% | ||
Redemption date | May 6, 2015 | ||
Costs of early extinguishment of debt | $ 5,100 | ||
8 7/8% Senior Subordinated Notes Due 2013 | |||
Senior Secured Notes [Line Items] | |||
Debt instrument stated interest rate | 8.875% | ||
Debt instrument maturity date | Sep. 15, 2013 | ||
Retire senior subordinated notes | $ 150,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior subordinated notes payable, net | $ 50,000 | $ 150,000 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying amounts of the real estate mortgages | 23,000 | 23,000 |
Level 1 | Senior Subordinated Notes | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value of the 7 7/8% senior subordinated notes payable | $ 51,700 | $ 157,000 |
Debt instrument stated interest rate | 7.875% | 7.875% |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Feb. 01, 2014 |
Current Assets: | ||||
Cash and cash equivalents | $ 26,016 | $ 43,547 | $ 30,402 | $ 26,989 |
Accounts receivable, net | 130,453 | 137,432 | ||
Inventories | 145,301 | 183,734 | ||
Investments, at fair value | 10,291 | 19,996 | ||
Deferred income taxes | 694 | 725 | ||
Prepaid income taxes | 2,743 | 6,384 | ||
Prepaid expenses and other current assets | 7,892 | 7,124 | ||
Total current assets | 323,390 | 398,942 | ||
Property and equipment, net | 67,040 | 64,633 | ||
Other intangible assets, net | 206,333 | 210,201 | ||
Goodwill | 6,022 | 6,022 | ||
Other assets | 3,879 | 5,191 | ||
TOTAL | 606,664 | 684,989 | ||
Current Liabilities: | ||||
Accounts payable | 62,946 | 117,789 | ||
Accrued expenses and other liabilities | 25,594 | 22,355 | ||
Accrued interest payable | 536 | 4,045 | ||
Unearned revenues | 4,143 | 4,856 | ||
Deferred pension obligation | 8,514 | 8,930 | ||
Deferred income taxes | 172 | 797 | ||
Total current liabilities | 101,905 | 158,772 | ||
Senior subordinated notes payable, net | 50,000 | 150,000 | ||
Senior credit facility | 60,621 | |||
Real estate mortgages | 21,517 | 22,109 | ||
Unearned revenues and other long-term liabilities | 15,223 | 15,009 | ||
Deferred income taxes | 40,290 | 37,082 | ||
Total long-term liabilities | 187,651 | 224,200 | ||
Total liabilities | 289,556 | 382,972 | ||
Total equity | 317,108 | 302,017 | 355,072 | 347,533 |
TOTAL | 606,664 | 684,989 | ||
Parent | ||||
Current Assets: | ||||
Intercompany receivable, net | 79,334 | 174,264 | ||
Prepaid income taxes | 2,726 | 5,275 | ||
Total current assets | 82,060 | 179,539 | ||
Investment in subsidiaries | 285,117 | 274,714 | ||
Other assets | 467 | 1,809 | ||
TOTAL | 367,644 | 456,062 | ||
Current Liabilities: | ||||
Accrued interest payable | 536 | 4,045 | ||
Total current liabilities | 536 | 4,045 | ||
Senior subordinated notes payable, net | 50,000 | 150,000 | ||
Total long-term liabilities | 50,000 | 150,000 | ||
Total liabilities | 50,536 | 154,045 | ||
Total equity | 317,108 | 302,017 | ||
TOTAL | 367,644 | 456,062 | ||
Guarantors | ||||
Current Assets: | ||||
Cash and cash equivalents | 2,532 | 30,055 | 9,196 | |
Accounts receivable, net | 104,425 | 114,325 | ||
Inventories | 123,145 | 156,107 | ||
Prepaid expenses and other current assets | 6,766 | 6,159 | ||
Total current assets | 236,868 | 306,646 | ||
Property and equipment, net | 62,750 | 60,216 | ||
Other intangible assets, net | 172,695 | 176,563 | ||
Goodwill | 6,022 | 6,022 | ||
Other assets | 2,281 | 1,926 | ||
TOTAL | 480,616 | 551,373 | ||
Current Liabilities: | ||||
Accounts payable | 56,192 | 105,046 | ||
Accrued expenses and other liabilities | 20,865 | 17,945 | ||
Income taxes payable | 451 | 901 | ||
Unearned revenues | 2,725 | 3,023 | ||
Deferred pension obligation | 8,433 | 8,878 | ||
Deferred income taxes | 172 | 797 | ||
Intercompany payable, net | 62,709 | 156,438 | ||
Total current liabilities | 151,547 | 293,028 | ||
Senior credit facility | 60,621 | |||
Real estate mortgages | 21,517 | 22,109 | ||
Unearned revenues and other long-term liabilities | 14,749 | 13,620 | ||
Deferred income taxes | 38,591 | 35,383 | ||
Total long-term liabilities | 135,478 | 71,112 | ||
Total liabilities | 287,025 | 364,140 | ||
Total equity | 193,591 | 187,233 | ||
TOTAL | 480,616 | 551,373 | ||
Non-Guarantors | ||||
Current Assets: | ||||
Cash and cash equivalents | 23,484 | 13,492 | $ 21,206 | 29,988 |
Accounts receivable, net | 26,028 | 23,107 | ||
Inventories | 22,156 | 27,627 | ||
Investments, at fair value | 10,291 | 19,996 | ||
Deferred income taxes | 694 | 725 | ||
Prepaid income taxes | 314 | |||
Prepaid expenses and other current assets | 1,126 | 965 | ||
Total current assets | 83,779 | 86,226 | ||
Property and equipment, net | 4,290 | 4,417 | ||
Other intangible assets, net | 33,638 | 33,638 | ||
Other assets | 1,131 | 1,456 | ||
TOTAL | 122,838 | 125,737 | ||
Current Liabilities: | ||||
Accounts payable | 6,754 | 12,743 | ||
Accrued expenses and other liabilities | 4,729 | 4,410 | ||
Income taxes payable | 1,228 | |||
Unearned revenues | 1,418 | 1,833 | ||
Deferred pension obligation | 81 | 52 | ||
Intercompany payable, net | 21,528 | 23,211 | ||
Total current liabilities | 35,738 | 42,249 | ||
Unearned revenues and other long-term liabilities | 474 | 1,389 | ||
Deferred income taxes | 3 | 3 | ||
Total long-term liabilities | 477 | 1,392 | ||
Total liabilities | 36,215 | 43,641 | ||
Total equity | 86,623 | 82,096 | ||
TOTAL | 122,838 | 125,737 | ||
Eliminations | ||||
Current Assets: | ||||
Cash and cash equivalents | $ (2,999) | |||
Intercompany receivable, net | (79,334) | (174,264) | ||
Prepaid income taxes | 17 | 795 | ||
Total current assets | (79,317) | (173,469) | ||
Investment in subsidiaries | (285,117) | (274,714) | ||
TOTAL | (364,434) | (448,183) | ||
Current Liabilities: | ||||
Income taxes payable | (1,679) | (901) | ||
Intercompany payable, net | (84,237) | (179,649) | ||
Total current liabilities | (85,916) | (180,550) | ||
Deferred income taxes | 1,696 | 1,696 | ||
Total long-term liabilities | 1,696 | 1,696 | ||
Total liabilities | (84,220) | (178,854) | ||
Total equity | (280,214) | (269,329) | ||
TOTAL | $ (364,434) | $ (448,183) |
Condensed Consolidating Stateme
Condensed Consolidating Statement of Comprehensive (Loss) Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Nov. 01, 2014 | Oct. 31, 2015 | Nov. 01, 2014 | |
Revenues: | ||||
Net sales | $ 196,447 | $ 203,267 | $ 659,342 | $ 649,193 |
Royalty income | 8,992 | 8,173 | 25,810 | 23,093 |
Total revenues | 205,439 | 211,440 | 685,152 | 672,286 |
Cost of sales | 132,144 | 141,133 | 445,815 | 443,850 |
Gross profit | 73,295 | 70,307 | 239,337 | 228,436 |
Operating expenses: | ||||
Selling, general and administrative expenses | 64,869 | 64,477 | 202,731 | 201,045 |
Depreciation and amortization | 3,383 | 3,008 | 10,151 | 8,976 |
Total operating expenses | 68,252 | 67,485 | 212,882 | 210,021 |
Gain (loss) on sale of long-lived assets | (697) | 885 | ||
Operating income | 5,043 | 2,822 | 25,758 | 19,300 |
Costs of early extinguishment of debt | 5,121 | |||
Interest expense | 1,853 | 3,517 | 7,423 | 10,838 |
Net (loss) income before income taxes | 3,190 | (695) | 13,214 | 8,462 |
Income tax (benefit) provision | 917 | (258) | 2,811 | 2,740 |
Net (loss) income | 2,273 | (437) | 10,403 | 5,722 |
Other comprehensive (loss) income | (475) | (1,134) | 879 | (323) |
Comprehensive (loss) income | 1,798 | (1,571) | 11,282 | 5,399 |
Parent | ||||
Operating expenses: | ||||
Equity in earnings of subsidiaries, net | 2,273 | (437) | 10,403 | 5,722 |
Net (loss) income | 2,273 | (437) | 10,403 | 5,722 |
Other comprehensive (loss) income | (475) | (1,134) | 879 | (323) |
Comprehensive (loss) income | 1,798 | (1,571) | 11,282 | 5,399 |
Guarantors | ||||
Revenues: | ||||
Net sales | 174,315 | 182,512 | 586,515 | 581,632 |
Royalty income | 5,495 | 4,995 | 15,693 | 14,085 |
Total revenues | 179,810 | 187,507 | 602,208 | 595,717 |
Cost of sales | 118,154 | 128,438 | 399,813 | 400,997 |
Gross profit | 61,656 | 59,069 | 202,395 | 194,720 |
Operating expenses: | ||||
Selling, general and administrative expenses | 55,570 | 55,639 | 172,690 | 173,069 |
Depreciation and amortization | 3,096 | 2,735 | 9,258 | 8,256 |
Total operating expenses | 58,666 | 58,374 | 181,948 | 181,325 |
Gain (loss) on sale of long-lived assets | (697) | |||
Operating income | 2,990 | 695 | 19,750 | 13,395 |
Costs of early extinguishment of debt | 5,121 | |||
Interest expense | 1,857 | 3,531 | 7,363 | 10,831 |
Net (loss) income before income taxes | 1,133 | (2,836) | 7,266 | 2,564 |
Income tax (benefit) provision | 344 | (1,320) | 908 | 1,281 |
Net (loss) income | 789 | (1,516) | 6,358 | 1,283 |
Other comprehensive (loss) income | 135 | 80 | 405 | 239 |
Comprehensive (loss) income | 924 | (1,436) | 6,763 | 1,522 |
Non-Guarantors | ||||
Revenues: | ||||
Net sales | 22,132 | 20,755 | 72,827 | 67,561 |
Royalty income | 3,497 | 3,178 | 10,117 | 9,008 |
Total revenues | 25,629 | 23,933 | 82,944 | 76,569 |
Cost of sales | 13,990 | 12,695 | 46,002 | 42,853 |
Gross profit | 11,639 | 11,238 | 36,942 | 33,716 |
Operating expenses: | ||||
Selling, general and administrative expenses | 9,299 | 8,838 | 30,041 | 27,976 |
Depreciation and amortization | 287 | 273 | 893 | 720 |
Total operating expenses | 9,586 | 9,111 | 30,934 | 28,696 |
Gain (loss) on sale of long-lived assets | 885 | |||
Operating income | 2,053 | 2,127 | 6,008 | 5,905 |
Interest expense | (4) | (14) | 60 | 7 |
Net (loss) income before income taxes | 2,057 | 2,141 | 5,948 | 5,898 |
Income tax (benefit) provision | 573 | 1,062 | 1,903 | 1,459 |
Net (loss) income | 1,484 | 1,079 | 4,045 | 4,439 |
Other comprehensive (loss) income | (610) | (1,214) | 474 | (562) |
Comprehensive (loss) income | 874 | (135) | 4,519 | 3,877 |
Eliminations | ||||
Operating expenses: | ||||
Equity in earnings of subsidiaries, net | (2,273) | 437 | (10,403) | (5,722) |
Net (loss) income | (2,273) | 437 | (10,403) | (5,722) |
Other comprehensive (loss) income | 475 | 1,134 | (879) | 323 |
Comprehensive (loss) income | $ (1,798) | $ 1,571 | $ (11,282) | $ (5,399) |
Condensed Consolidating State69
Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 31, 2015 | Nov. 01, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | $ 18,638 | $ 33,833 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (9,837) | (12,525) |
Purchase of investments | (8,230) | (27,331) |
Proceeds from investment maturities | 17,845 | 19,844 |
Proceeds on sale of intangible assets | 2,500 | |
Proceeds from note receivable | 250 | 250 |
Net cash provided by (used in) investing activities | 2,528 | (19,762) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on senior subordinated notes | (100,000) | |
Borrowings from senior credit facility | 330,644 | 220,166 |
Payments on senior credit facility | (270,023) | (228,328) |
Payments on real estate mortgages | (615) | (593) |
Purchase of treasury stock | (2,222) | |
Payments on capital leases | (137) | (150) |
Deferred financing fees | (574) | |
Proceeds from exercise of stock options | 1,408 | 360 |
Tax benefit from exercise of equity instruments | (134) | |
Net cash used in financing activities | (39,297) | (10,901) |
Effect of exchange rate changes on cash and cash equivalents | 600 | 243 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (17,531) | 3,413 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 43,547 | 26,989 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 26,016 | 30,402 |
Parent | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | 382 | (3,859) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Intercompany transactions | 97,610 | 5,612 |
Net cash provided by (used in) investing activities | 97,610 | 5,612 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on senior subordinated notes | (100,000) | |
Purchase of treasury stock | (2,222) | |
Proceeds from exercise of stock options | 1,408 | 360 |
Tax benefit from exercise of equity instruments | (134) | |
Net cash used in financing activities | (98,592) | (1,996) |
Effect of exchange rate changes on cash and cash equivalents | 600 | 243 |
Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | 15,691 | 33,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (8,913) | (11,860) |
Proceeds on sale of intangible assets | 2,500 | |
Net cash provided by (used in) investing activities | (6,413) | (11,860) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings from senior credit facility | 330,644 | 220,166 |
Payments on senior credit facility | (270,023) | (228,328) |
Payments on real estate mortgages | (615) | (593) |
Payments on capital leases | (137) | (150) |
Deferred financing fees | (574) | |
Intercompany transactions | (96,096) | (3,039) |
Net cash used in financing activities | (36,801) | (11,944) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (27,523) | 9,196 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 30,055 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,532 | 9,196 |
Non-Guarantors | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | 2,565 | 1,693 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (924) | (665) |
Purchase of investments | (8,230) | (27,331) |
Proceeds from investment maturities | 17,845 | 19,844 |
Proceeds from note receivable | 250 | 250 |
Net cash provided by (used in) investing activities | 8,941 | (7,902) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany transactions | (2,114) | (2,816) |
Net cash used in financing activities | (2,114) | (2,816) |
Effect of exchange rate changes on cash and cash equivalents | 600 | 243 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 9,992 | (8,782) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 13,492 | 29,988 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 23,484 | 21,206 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: | 2,999 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Intercompany transactions | (97,610) | (5,612) |
Net cash provided by (used in) investing activities | (97,610) | (5,612) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany transactions | 98,210 | 5,855 |
Net cash used in financing activities | 98,210 | 5,855 |
Effect of exchange rate changes on cash and cash equivalents | $ (600) | (243) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 2,999 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | $ (2,999) |