Condensed Consolidating Financial Statements | 27. 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 January 30, 2016 and January 31, 2015 and for each of the years ended January 30, 2016, January 31, 2015 and February 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 AS OF JANUARY 30, 2016 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 775 $ 31,127 $ — $ 31,902 Accounts receivable, net — 106,018 26,048 — 132,066 Intercompany receivable, net 74,132 — — (74,132 ) — Inventories — 155,703 27,047 — 182,750 Investment, at fair value — — 9,782 — 9,782 Deferred income taxes — — — — — Prepaid income taxes 1,017 — — 801 1,818 Prepaid expenses and other current assets — 7,426 1,035 — 8,461 Total current assets 75,149 269,922 95,039 (73,331 ) 366,779 Property and equipment, net — 61,260 2,648 — 63,908 Other intangible assets, net — 155,587 32,332 — 187,919 Investment in subsidiaries 267,422 — — (267,422 ) — Deferred income tax — — 442 — 442 Other assets 431 2,191 777 — 3,399 TOTAL $ 343,002 $ 488,960 $ 131,238 $ (340,753 ) $ 622,447 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 89,961 $ 13,723 $ — $ 103,684 Accrued expenses and other liabilities — 21,524 4,973 — 26,497 Accrued interest payable 1,521 — — — 1,521 Income taxes payable — 623 272 (895 ) — Unearned revenues — 2,952 1,261 — 4,213 Deferred pension obligation — 12,025 82 — 12,107 Intercompany payable, net — 60,425 21,449 (81,874 ) — Total current liabilities 1,521 187,510 41,760 (82,769 ) 148,022 Senior subordinated notes payable, net 50,000 — — — 50,000 Senior credit facility — 61,758 — — 61,758 Real estate mortgages — 21,318 — — 21,318 Unearned revenues and other long-term liabilities — 14,608 245 — 14,853 Deferred income taxes — 33,319 — 1,696 35,015 Total long-term liabilities 50,000 131,003 245 1,696 182,944 Total liabilities 51,521 318,513 42,005 (81,073 ) 330,966 Total equity 291,481 170,447 89,233 (259,680 ) 291,481 TOTAL $ 343,002 $ 488,960 $ 131,238 $ (340,753 ) $ 622,447 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 (LOSS) INCOME FOR THE YEAR ENDED JANUARY 30, 2016 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated Revenues: Net sales $ — $ 765,102 $ 99,704 $ — $ 864,806 Royalty income — 20,843 13,866 — 34,709 Total revenues — 785,945 113,570 — 899,515 Cost of sales — 518,410 62,038 — 580,448 Gross profit — 267,535 51,532 — 319,067 Operating expenses: Selling, general and administrative expenses — 234,129 41,734 — 275,863 Depreciation and amortization — 12,500 1,193 — 13,693 Impairment on long-lived assets — 19,299 1,305 — 20,604 Impairment of goodwill — 6,022 — — 6,022 Total operating expenses — 271,950 44,232 — 316,182 Loss on sale of long-lived assets — (697 ) 4,476 — 3,779 Operating (loss) income — (5,112 ) 11,776 — 6,664 Costs of early extinguishment of debt — 5,121 — — 5,121 Interest expense — 9,205 62 — 9,267 Net (loss) income before income taxes — (19,438 ) 11,714 — (7,724 ) Income tax (benefit) provision — (2,652 ) 2,220 — (432 ) Equity in earnings of subsidiaries, net (7,292 ) — — 7,292 — Net (loss) income (7,292 ) (16,786 ) 9,494 7,292 (7,292 ) Other comprehensive (loss) income (1,656 ) 717 (2,373 ) 1,656 (1,656 ) Comprehensive (loss) income $ (8,948 ) $ (16,069 ) $ 7,121 $ (8,948 ) $ (8,948 ) PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE (LOSS) INCOME FOR THE YEAR ENDED JANUARY 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated Revenues: Net sales $ — $ 766,934 $ 91,303 $ — $ 858,237 Royalty income — 19,113 12,622 — 31,735 Total revenues — 786,047 103,925 — 889,972 Cost of sales — 529,315 57,653 — 586,968 Gross profit — 256,732 46,272 — 303,004 Operating expenses: Selling, general and administrative expenses — 229,808 38,975 — 268,783 Depreciation and amortization — 11,210 988 — 12,198 Total operating expenses — 241,018 39,963 — 280,981 Gain on sale of long-lived assets — — 885 — 885 Operating income — 15,714 7,194 — 22,908 Interest expense — 14,310 (19 ) — 14,291 Net income before income taxes — 1,404 7,213 — 8,617 Income tax provision — 44,889 903 — 45,792 Equity in (loss) earnings of subsidiaries, net (37,175 ) — — 37,175 — Net (loss) income (37,175 ) (43,485 ) 6,310 37,175 (37,175 ) Other comprehensive loss (5,384 ) (2,219 ) (3,165 ) 5,384 (5,384 ) Comprehensive (loss) income $ (42,559 ) $ (45,704 ) $ 3,145 $ 42,559 $ (42,559 ) PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) FOR THE YEAR ENDED FEBRUARY 1, 2014 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated Revenues: Net sales $ — $ 804,374 $ 78,199 $ — $ 882,573 Royalty income — 17,612 12,039 — 29,651 Total revenues — 821,986 90,238 — 912,224 Cost of sales — 561,895 47,541 — 609,436 Gross profit — 260,091 42,697 — 302,788 Operating expenses: Selling, general and administrative expenses — 240,871 31,845 — 272,716 Depreciation and amortization — 11,860 766 — 12,626 Impairment on assets — 30,777 4,428 — 35,205 Impairment of goodwill — 7,772 — — 7,772 Total operating expenses — 291,280 37,039 — 328,319 (Loss) gain on sale of long-lived assets — (799 ) 6,961 — 6,162 Operating (loss) income — (31,988 ) 12,619 — (19,369 ) Interest expense — 14,961 64 — 15,025 Net (loss) income before income taxes — (46,949 ) 12,555 — (34,394 ) Income tax (benefit) provision — (14,356 ) 2,741 — (11,615 ) Equity in loss of subsidiaries, net (22,779 ) — — 22,779 — Net (loss) income (22,779 ) (32,593 ) 9,814 22,779 (22,779 ) Other comprehensive income (loss) 592 1,310 (718 ) (592 ) 592 Comprehensive (loss) income $ (22,187 ) $ (31,283 ) $ 9,096 $ 22,187 $ (22,187 ) PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JANUARY 30, 2016 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 3,112 $ 22,571 $ 4,482 $ — $ 30,165 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (14,424 ) (1,726 ) — (16,150 ) Purchase of investments — — (12,086 ) — (12,086 ) Proceeds from investment maturities — — 22,197 — 22,197 Proceeds on sale of intangible assets — 2,500 — — 2,500 Proceeds on sale of building — — 8,163 — 8,163 Payment of expenses related to sale of building — — (1,887 ) — (1,887 ) Proceeds from note receivable — — 250 — 250 Intercompany transactions 101,786 — — (101,786 ) — Net cash provided by (used in) investing activities 101,786 (11,924 ) 14,911 (101,786 ) 2,987 CASH FLOWS FROM FINANCING ACTIVITIES: Payments on senior subordinated notes (100,000 ) — — — (100,000 ) Borrowings from senior credit facility — 408,209 — — 408,209 Payments on senior credit facility — (346,451 ) — — (346,451 ) Payments on real estate mortgages — (821 ) — — (821 ) Payments on capital leases — (262 ) — — (262 ) Deferred financing fees — (574 ) — — (574 ) Proceeds from exercise of stock options 1,408 — — — 1,408 Purchase of treasury stock (6,950 ) — — — (6,950 ) Intercompany transactions — (100,028 ) (2,402 ) 102,430 — Net cash used in financing activities (105,542 ) (39,927 ) (2,402 ) 102,430 (45,441 ) Effect of exchange rate changes on cash and cash equivalents 644 — 644 (644 ) 644 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS — (29,280 ) 17,635 — (11,645 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 30,055 13,492 — 43,547 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 775 $ 31,127 $ — $ 31,902 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JANUARY 31, 2015 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES: $ 8,285 $ 52,522 $ (626 ) $ (5,038 ) $ 55,143 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (15,748 ) (985 ) — (16,733 ) Purchase of investments — — (31,501 ) — (31,501 ) Proceeds from investments maturities — — 26,592 — 26,592 Proceeds on termination of life insurance 245 — — — 245 Proceeds from note receivable — — 250 — 250 Intercompany transactions (347 ) — — 347 — Net cash (used in) provided by investing activities (102 ) (15,748 ) (5,644 ) 347 (21,147 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 234,137 — — 234,137 Payments on senior credit facility — (242,299 ) — — (242,299 ) Payments on real estate mortgages — (792 ) — — (792 ) Purchase of treasury stock (8,773 ) — — — (8,773 ) Payments on capital leases — (301 ) — — (301 ) Proceeds from exercise of stock options 404 — — — 404 Tax benefit from exercise of equity instruments (161 ) — — — (161 ) Dividends paid to stockholders — — (8,037 ) 8,037 — Intercompany transactions — 2,536 (2,536 ) — — Net cash (used in) provided by financing activities (8,530 ) (6,719 ) (10,573 ) 8,037 (17,785 ) Effect of exchange rate changes on cash and cash equivalents 347 — 347 (347 ) 347 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 30,055 (16,496 ) 2,999 16,558 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — — 29,988 (2,999 ) 26,989 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 30,055 $ 13,492 $ — $ 43,547 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED FEBRUARY 1, 2014 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES: $ (8,510 ) $ 16,328 $ (4,599 ) $ (2,999 ) $ 220 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (20,874 ) (1,369 ) — (22,243 ) Purchase of investments — — (15,437 ) — (15,437 ) Proceeds on sale of intangible assets — — 4,875 — 4,875 Proceeds on termination of insurance 3,559 — — — 3,559 Proceeds on sale of long-lived assets, net — 1,892 — — 1,892 Intercompany transactions 11,917 — — (11,917 ) — Net cash provided by (used in) investing activities 15,476 (18,982 ) (11,931 ) (11,917 ) (27,354 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 415,885 — — 415,885 Payments on senior credit facility — (407,723 ) — — (407,723 ) Purchase of treasury stock (6,957 ) — — — (6,957 ) Payments on real estate mortgages — (1,385 ) — — (1,385 ) Payments on capital leases — (318 ) — — (318 ) Tax benefit from exercise of stock options 83 — — — 83 Deferred financing fees — (327 ) — — (327 ) Proceeds from exercise of stock options 154 — — — 154 Intercompany transactions — (18,303 ) 6,632 11,671 — Net cash (used in) provided by financing activities (6,720 ) (12,171 ) 6,632 11,671 (588 ) Effect of exchange rate changes on cash and cash equivalents (246 ) — (246 ) 246 (246 ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS — (14,825 ) (10,144 ) (2,999 ) (27,968 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 14,825 40,132 — 54,957 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ — $ 29,988 $ (2,999 ) $ 26,989 |