Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 29, 2016 | Nov. 30, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 29, 2016 | |
Document Fiscal Year Focus | 2,017 | |
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 | 15,498,000 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 29,824 | $ 31,902 |
Investments, at fair value | 12,915 | 9,782 |
Accounts receivable, net | 128,782 | 132,066 |
Inventories | 112,266 | 182,750 |
Prepaid income taxes | 1,788 | 1,818 |
Prepaid expenses and other current assets | 8,217 | 8,461 |
Total current assets | 293,792 | 366,779 |
Property and equipment, net | 63,682 | 63,908 |
Other intangible assets, net | 187,268 | 187,919 |
Deferred income tax | 441 | 442 |
Other assets | 2,355 | 2,927 |
TOTAL | 547,538 | 621,975 |
Current Liabilities: | ||
Accounts payable | 43,786 | 103,684 |
Accrued expenses and other liabilities | 25,577 | 26,497 |
Accrued interest payable | 528 | 1,521 |
Unearned revenues | 3,494 | 4,213 |
Deferred pension obligation | 6,904 | 12,107 |
Total current liabilities | 80,289 | 148,022 |
Senior subordinated notes payable, net | 49,637 | 49,528 |
Senior credit facility | 37,837 | 61,758 |
Real estate mortgages | 20,668 | 21,318 |
Unearned revenues and other long-term liabilities | 18,917 | 14,853 |
Deferred income taxes | 36,235 | 35,015 |
Total long-term liabilities | 163,294 | 182,472 |
Total liabilities | 243,583 | 330,494 |
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; 15,610,661 shares issued and outstanding as of October 29, 2016 and 15,409,310 shares issued and outstanding as of January 30, 2016 | 156 | 154 |
Additional paid-in-capital | 148,186 | 144,025 |
Retained earnings | 167,330 | 161,810 |
Accumulated other comprehensive loss | (9,566) | (14,508) |
Total | 306,106 | 291,481 |
Treasury stock at cost; 113,935 shares as of October 29, 2016 and no shares as of January 30, 2016 | (2,151) | |
Total equity | 303,955 | 291,481 |
TOTAL | $ 547,538 | $ 621,975 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Oct. 29, 2016 | Jan. 30, 2016 |
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 | 15,610,661 | 15,409,310 |
Common stock, shares outstanding | 15,610,661 | 15,409,310 |
Treasury stock, shares | 113,935 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Revenues: | ||||
Net sales | $ 185,298 | $ 196,447 | $ 629,514 | $ 659,342 |
Royalty income | 8,661 | 8,992 | 27,392 | 25,810 |
Total revenues | 193,959 | 205,439 | 656,906 | 685,152 |
Cost of sales | 122,856 | 132,144 | 416,888 | 445,815 |
Gross profit | 71,103 | 73,295 | 240,018 | 239,337 |
Operating expenses: | ||||
Selling, general and administrative expenses | 72,846 | 64,869 | 215,434 | 202,731 |
Depreciation and amortization | 3,534 | 3,383 | 10,717 | 10,151 |
Total operating expenses | 76,380 | 68,252 | 226,151 | 212,882 |
Loss on sale of long-lived assets | (697) | |||
Operating (loss) income | (5,277) | 5,043 | 13,867 | 25,758 |
Costs of early extinguishment of debt | 5,121 | |||
Interest expense | 1,738 | 1,853 | 5,652 | 7,423 |
Net (loss) income before income taxes | (7,015) | 3,190 | 8,215 | 13,214 |
Income tax (benefit) provision | (1,850) | 917 | 2,695 | 2,811 |
Net (loss) income | $ (5,165) | $ 2,273 | $ 5,520 | $ 10,403 |
Net (loss) income per share: | ||||
Basic | $ (0.34) | $ 0.15 | $ 0.37 | $ 0.70 |
Diluted | $ (0.34) | $ 0.15 | $ 0.36 | $ 0.68 |
Weighted average number of shares outstanding | ||||
Basic | 14,991 | 15,148 | 14,920 | 14,948 |
Diluted | 14,991 | 15,465 | 15,169 | 15,344 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Net income (loss) | $ (5,165) | $ 2,273 | $ 5,520 | $ 10,403 |
Other Comprehensive income (loss): | ||||
Foreign currency translation adjustments, net | (2,342) | (609) | (3,772) | 482 |
Unrealized gain on pension liability, net of tax | 8,142 | 135 | 8,452 | 405 |
Unrealized gain on forward contract | 255 | 255 | ||
Unrealized gain (loss) on investments | (10) | (1) | 7 | (8) |
Total other comprehensive income (loss) | 6,045 | (475) | 4,942 | 879 |
Comprehensive income | $ 880 | $ 1,798 | $ 10,462 | $ 11,282 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 5,520 | $ 10,403 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 11,013 | 10,632 |
Provision for bad debts | 680 | 435 |
Amortization of debt issue cost | 309 | 369 |
Amortization of premiums and discounts | 42 | 124 |
Amortization of unrealized loss on pension liability | 465 | 405 |
Pension settlement charge | 8,300 | |
Costs on early extinguishment of debt | 1,158 | |
Deferred income taxes | 1,221 | 2,614 |
Share-based compensation | 5,104 | 3,641 |
Loss (gain) on sale of long-lived assets | 697 | |
Changes in operating assets and liabilities, net of acquisitions | ||
Accounts receivable, net | 506 | 6,507 |
Inventories | 69,012 | 38,380 |
Prepaid income taxes | 17 | 3,606 |
Prepaid expenses and other current assets | 402 | (762) |
Other assets | 121 | 111 |
Deferred pension obligation | (5,516) | (416) |
Accounts payable and accrued expenses | (62,602) | (54,759) |
Accrued interest payable | (993) | (3,509) |
Unearned revenues and other liabilities | 3,640 | (998) |
Net cash provided by operating activities | 37,241 | 18,638 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (9,334) | (9,837) |
Purchases of investments | (12,467) | (8,230) |
Proceeds from investment maturities | 9,341 | 17,845 |
Proceeds on sale of intangible assets | 2,500 | |
Proceeds from note receivable | 250 | 250 |
Net cash (used in) provided by investing activities | (12,210) | 2,528 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Borrowings from senior credit facility | 250,012 | 330,644 |
Payments on senior credit facility | (273,933) | (270,023) |
Payments on senior subordinated notes | (100,000) | |
Purchase of treasury stock | (2,151) | |
Payments on real estate mortgages | (634) | (615) |
Payments on capital leases | (196) | (137) |
Deferred financing fees | (574) | |
Proceeds from exercise of stock options | 5 | 1,408 |
Net cash used in financing activities | (26,897) | (39,297) |
Effect of exchange rate changes on cash and cash equivalents | (212) | 600 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (2,078) | (17,531) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 31,902 | 43,547 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 29,824 | 26,016 |
Cash paid during the period for: | ||
Interest | 6,294 | 10,439 |
Income taxes | 904 | 507 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Accrued purchases of property and equipment | $ 1,172 | $ 1,684 |
GENERAL
GENERAL | 9 Months Ended |
Oct. 29, 2016 | |
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. The 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 30, 2016, filed with the Securities and Exchange Commission on April 14, 2016. 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. 29, 2016 | |
RECENT ACCOUNTING PRONOUNCEMENTS | 2. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09 , “Revenue from Contracts with Customers.” In March 2015, the FASB issued ASU 2015-03, “ Interest - Imputation of Interest (Subtopic 835-30)” The effect on the condensed consolidating balance sheet as of January 30, 2016, as a result of this change in presentation, is a decrease of ($0.5) million in other assets, and a decrease of ($0.5) million in senior subordinated notes payable. In July 2015, the FASB issued ASU 2015-11, “ Inventory (Topic 330): Simplifying the Measurement of Inventory”, In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” In March 2016, the FASB issued ASU No. 2016-07, “ Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, In March 2016, the FASB issued ASU No. 2016-09, “ Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting In April 2016, the FASB issued ASU No. 2016-10, “ Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers”, In May 2016, the FASB issued ASU No. 2016-12, “ Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients “Revenue from Contracts with Customers”. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force),” In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory,” |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended |
Oct. 29, 2016 | |
ACCOUNTS RECEIVABLE | 3. ACCOUNTS RECEIVABLE Accounts receivable consisted of the following as of: October 29, January 30, 2016 2016 (in thousands) Trade accounts $ 143,033 $ 144,708 Royalties 5,220 5,892 Other receivables 812 1,769 Total 149,065 152,369 Less: allowances (20,283 ) (20,303 ) Total $ 128,782 $ 132,066 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Oct. 29, 2016 | |
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 29, January 30, 2016 2016 (in thousands) Finished goods $ 112,266 $ 182,414 Raw materials and in process — 336 Total $ 112,266 $ 182,750 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Oct. 29, 2016 | |
INVESTMENTS | 5. INVESTMENTS The Company’s investments include marketable securities and certificates of deposit at October 29, 2016 and January 30, 2016. 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 $9.7 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 29, 2016: Gross Gross Estimated Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Marketable securities $ 3,262 $ 4 $ — $ 3,266 Certificates of deposit 9,655 — (6 ) 9,649 Total investments $ 12,917 $ 4 $ (6 ) $ 12,915 Investments consisted of the following as of January 30, 2016: Gross Gross Estimated Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Certificates of deposit $ 9,791 $ — $ (9 ) $ 9,782 Total investments $ 9,791 $ — $ (9 ) $ 9,782 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Oct. 29, 2016 | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: October 29, January 30, 2016 2016 (in thousands) Furniture, fixtures and equipment $ 90,141 $ 84,634 Buildings and building improvements 20,660 19,462 Vehicles 523 523 Leasehold improvements 48,329 46,882 Land 9,430 9,430 Total 169,083 160,931 Less: accumulated depreciation and amortization (105,401 ) (97,023 ) Total $ 63,682 $ 63,908 The above table of property and equipment includes assets held under capital leases as of: October 29, January 30, 2016 2016 (in thousands) Furniture, fixtures and equipment $ 810 $ 810 Less: accumulated depreciation and amortization (384 ) (182 ) Total $ 426 $ 628 For the three months ended October 29, 2016 and October 31, 2015, depreciation and amortization expense relating to property and equipment amounted to $3.5 million and $3.4 million, respectively. For the nine months ended October 29, 2016 and October 31, 2015, depreciation and amortization expense relating to property and equipment amounted to $10.4 million and $10.0 million, respectively. These amounts include amortization expense for leased property under capital leases. |
OTHER INTANGIBLE ASSETS
OTHER INTANGIBLE ASSETS | 9 Months Ended |
Oct. 29, 2016 | |
OTHER INTANGIBLE ASSETS | 7. OTHER INTANGIBLE ASSETS Trademarks Trademarks included in other intangible assets, net, are considered indefinite-lived intangible assets and totaled $184.1 at October 29, 2016 and January 30, 2016. 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. Other Other intangible assets represent as of: October 29, January 30, 2016 2016 (in thousands) Customer lists $ 8,450 $ 8,450 Less: accumulated amortization (5,328 ) (4,677 ) Total $ 3,122 $ 3,773 For the three months ended October 29, 2016 and October 31, 2015, amortization expense relating to customer lists amounted to $0.3 million for each of the periods. For the nine months ended October 29, 2016 and October 31, 2015, amortization expense relating to customer lists amounted to $0.7 million for each of the periods. Other intangible assets are amortized over their estimated useful lives of 10 years. Assuming no impairment, the table sets forth the estimated amortization expense for future periods based on recorded amounts as of January 30, 2016: (in thousands) 2017 $ 868 2018 $ 835 2019 $ 793 2020 $ 734 2021 $ 543 |
LETTER OF CREDIT FACILITIES
LETTER OF CREDIT FACILITIES | 9 Months Ended |
Oct. 29, 2016 | |
LETTER OF CREDIT FACILITIES | 8. LETTER OF CREDIT FACILITIES Borrowings and availability under letter of credit facilities consisted of the following as of: October 29, January 30, 2016 2016 (in thousands) Total letter of credit facilities $ 30,000 $ 30,286 Outstanding letters of credit (10,788 ) (11,395 ) Total credit available $ 19,212 $ 18,891 During the third quarter of fiscal 2017, one letter of credit facility totaling $0.3 million, utilized by the Company’s United Kingdom subsidiary, expired and has not been renewed. |
ADVERTISING AND RELATED COSTS
ADVERTISING AND RELATED COSTS | 9 Months Ended |
Oct. 29, 2016 | |
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 $4.2 million and $4.1 million for the three months ended October 29, 2016 and October 31, 2015, respectively, and $12.2 million and $11.1 million for the nine months ended October 29, 2016 and October 31, 2015, respectively, and are included in selling, general and administrative expenses. |
NET (LOSS) INCOME PER SHARE
NET (LOSS) INCOME PER SHARE | 9 Months Ended |
Oct. 29, 2016 | |
NET (LOSS) INCOME PER SHARE | 10. NET (LOSS) INCOME PER SHARE Basic net (loss) income per share is computed by dividing net (loss) income by the weighted average shares of outstanding common stock. The calculation of diluted net income 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 per share includes the effects of stock options, stock appreciation rights (“SARS”), and unvested restricted shares as determined using the treasury stock method. The following table sets forth the computation of basic and diluted (loss) income per share: Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 (in thousands, except per share data) Numerator: Net (loss) income $ (5,165 ) $ 2,273 $ 5,520 $ 10,403 Denominator: Basic-weighted average shares 14,991 15,148 14,920 14,948 Dilutive effect: equity awards — 317 249 396 Diluted-weighted average shares 14,991 15,465 15,169 15,344 Basic (loss) income per share $ (0.34 ) $ 0.15 $ 0.37 $ 0.70 Diluted (loss) income per share $ (0.34 ) $ 0.15 $ 0.36 $ 0.68 Antidilutive effect: (1) 1,015 530 532 693 (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. 29, 2016 | |
EQUITY | 11. EQUITY The following table reflects the changes in equity: Changes in Equity (in thousands) Equity at January 30, 2016 $ 291,481 Comprehensive income 10,462 Share transactions under employee equity compensation plans 4,163 Purchase of treasury stock (2,151 ) Equity at October 29, 2016 $ 303,955 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 During the third quarter of fiscal 2017, the Board of Directors extended the stock repurchase program to authorize the Company to purchase, from time to time and as market and business conditions warranted, up to $70 million of the Company’s common stock for cash in the open market or in privately negotiated transactions through October 31, 2017. Although the Board of Directors allocated a maximum of $70 million to carry out the program, the Company is not obligated to purchase any specific number of outstanding shares and will reevaluate the program on an ongoing basis. Total purchases under the plan life-to-date amount to $60.8 million. During the third quarter of fiscal 2017, the Company repurchased shares of its common stock at a cost of $2.2 million. There were no treasury shares outstanding as of January 30, 2016. 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. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Oct. 29, 2016 | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12. ACCUMULATED OTHER COMPREHENSIVE LOSS Changes in accumulated other comprehensive loss by component, net of tax, are as follows: Unrealized Foreign Unrealized Unrealized (Loss) Gain on Currency Translation (Loss) Gain on Gain on Pension Liability Adjustments, Net Investments Forward Contract Total (in thousands) Balance, January 30, 2016 $ (7,368 ) $ (7,131 ) $ (9 ) $ — $ (14,508 ) Other comprehensive loss (income) before reclassifications (313 ) (3,772 ) 7 255 (3,823 ) Amounts reclassified from accumulated other comprehensive loss 8,765 — — — 8,765 Balance, October 29, 2016 $ 1,084 $ (10,903 ) $ (2 ) $ 255 $ (9,566 ) Unrealized Foreign Unrealized (Loss) Gain on Currency Translation (Loss) Gain on Pension Liability Adjustments, Net Investments 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 29, 2016 October 31, 2015 (in thousands) Amortization of defined benefit pension items Actuarial loss $ 8,455 $ 135 Selling, general and administrative expenses Tax provision — — Income tax provision Total, net of tax $ 8,455 $ 135 Nine Months Ended October 29, 2016 October 31, 2015 (in thousands) Amortization of defined benefit pension items Actuarial loss $ 8,765 $ 405 Selling, general and administrative expenses Tax provision — — Income tax provision Total, net of tax $ 8,765 $ 405 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENT | 9 Months Ended |
Oct. 29, 2016 | |
DERIVATIVE FINANCIAL INSTRUMENT | 13. DERIVATIVE FINANCIAL INSTRUMENT Cash Flow Hedges The Company has a risk management policy to manage foreign currency risk relating to inventory purchases by its subsidiaries that are denominated in foreign currencies. As such, the Company may employ hedging and derivative strategies to limit the effects of changes in foreign currency on its operating income and cash flows. The financial impact of these hedging instruments is primarily offset by corresponding changes in the underlying exposures being hedged. The Company achieves this by closely matching the notional amount, term and conditions of the derivative instrument with the underlying risk being hedged. The Company does not use derivative instruments for trading or speculative purposes. For derivatives that will be accounted for as hedging instruments, the Company formally designates and documents at inception the financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. In addition, the Company will formally assess at least quarterly whether the financial instruments used in hedging are “highly effective” at offsetting changes in cash flows of the related underlying exposures. For purposes of assessing hedge effectiveness, the Company uses the forward method, and assesses effectiveness based on the changes in both spot and forward points of the hedging instrument. If and when a derivative is no longer expected to be “highly effective,” hedge accounting is discontinued and hedge ineffectiveness, if any, is included in current period earnings. As of October 29, 2016, there was no hedge ineffectiveness. The Company’s United Kingdom subsidiary is exposed to foreign currency risk from inventory purchases. In order to mitigate the financial risk of settlement of inventory at various prices based on movement of the U.S. dollar against the British pound, the Company entered into foreign currency forward exchange contracts (the “Hedging Instruments”) in October 2016. These are formally designated and “highly effective” as cash flow hedges. The Company will hedge approximately 45% of its U.S. dollar denominated purchases. All changes in the Hedging Instruments’ fair value associated with inventory purchases are recorded in equity as a component of accumulated other comprehensive income until the underlying hedged item is reclassified to earnings. The Company records the foreign currency forward exchange contracts at fair value in its Consolidated Balance Sheets. The cash flows from derivative instruments that are designated as cash flow hedges are classified in the same category as the cash flows from the underlying hedged items. In the event that hedge accounting is discontinued, cash flows subsequent to the date of discontinuance are classified within investing activities. The Company considers the classification of the underlying hedged item’s cash flows in determining the classification for the designated derivative instrument’s cash flows. The Company classifies derivative instrument cash flows from hedges of foreign currency risk on the settlement of inventory as operating activities. The Company’s Hedging Instruments were classified within Level 2 of the fair value hierarchy. The following table summarizes the fair value and balance sheet classification of the Company’s Hedging Instruments. October 29, January 30, Derivatives Designated As Hedging Instruments Balance sheet location 2016 2016 (in thousands) Foreign currency forward exchange contract (inventory purchases) Other Current Assets $ 255 $ — Total $ 255 $ — At October 29, 2016, the notional amount outstanding of foreign exchange forward contracts is $5.7 million. Such contracts expire between October 2016 and March 2017. There were no outstanding Hedging Instruments at January 30, 2016. At October 29, 2016, accumulated other comprehensive income included a $255 thousand net deferred gain for Hedging Instruments that are expected to be reclassed during the next 12 months. The net deferred gain will be reclassified from accumulated other comprehensive income to costs of goods sold when the inventory is sold. No gains or losses relating to Hedging Instruments were reclassified to earnings during any of the fiscal periods presented. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Oct. 29, 2016 | |
INCOME TAXES | 14. 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 2016 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 2017, depending on each state’s particular statute of limitations. As of October 29, 2016, 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 $1.1 million liability recorded for unrecognized tax benefits as of January 30, 2016, 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 29, 2016, the total amount of unrecognized tax benefits decreased by approximately $13,000 and increased by $75,000, respectively. The change to the total amount of the unrecognized tax benefit for the three and nine months ended October 29, 2016 included a decrease in interest and penalties of approximately $11,000 and an increase of $30,000, respectively. The Company does not currently anticipate a resolution within the next twelve months for any of the remaining unrecognized tax benefits as of October 29, 2016. 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 is not expected to lapse within the next twelve months. During the three months ended October 29, 2016, the Company received a Notice of Proposed Adjustment from the Internal Revenue Service which proposed adjustments to taxable income for fiscal 2011, 2012 and 2013 of $6.1 million, $5.3 million and $6.8 million respectively. The Company has not established uncertain tax position reserves related to this matter as the Company believes its positions are highly certain to be sustained upon appeal or, if necessary, through litigation. At the end of fiscal 2016, the Company maintained a $46.2 million valuation allowance against its remaining domestic deferred tax asset; including, but not limited to, the federal net operating loss carryforwards and the U.S. state net operating loss carryforwards, utilization of which are not restricted by factors beyond the Company’s control. The establishment of valuation allowances and the developments 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. An accumulation of recent pretax losses is considered strong negative evidence in that evaluation. Although the Company recognized pretax earnings through the nine months ended October 29, 2016, by itself that does not represent sufficient positive evidence that its deferred tax asset will be realized 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. 29, 2016 | |
STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES | 15. STOCK OPTIONS, STOCK APPRECIATION RIGHTS AND RESTRICTED SHARES During the first, second and third quarters of fiscal 2017, the Company granted an aggregate of 86,173, 14,914 and 3,000 shares of restricted stock to certain key employees, which vest primarily over a three-year period, at an estimated value of $1.6 million, $0.3 million and $0.06 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 2017, the Company awarded to six directors an aggregate of 31,902 shares of restricted stock. The restricted stock awarded vests primarily over a one-year period, at an estimated value of $0.7 million. This value is being recorded as compensation expense on a straight-line basis over the vesting period of the restricted stock. During the first quarter of fiscal 2017, the Company granted performance-based restricted stock to certain key employees. Such stock generally vests 100% in April 2019, provided that each employee is still an employee of the Company on such date, and that the Company has met certain performance criteria. A total of 184,004 shares of performance-based restricted stock were issued at an estimated value of $3.5 million. During the first and second quarters of fiscal 2017, a total of 159,862 and 11,343 shares of restricted stock vested, of which 46,000 and 3,105 shares were withheld to cover the employees’ statutory income tax requirements. The estimated value of the withheld shares was $880,000 and $60,000, respectively. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Oct. 29, 2016 | |
SEGMENT INFORMATION | 16. 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 the Company’s retail stores and e-commerce platforms. The Licensing segment derives its revenues from royalties associated from the use of the Company’s brand names, principally Perry Ellis, Original Penguin, Laundry, Gotcha, Pro Player, Farah, Ben Hogan and John Henry. The Company allocates certain corporate selling, general and administrative expenses based primarily on the revenues generated by the segments. Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 (in thousands) Revenues: Men’s Sportswear and Swim $ 135,717 $ 141,512 $ 478,790 $ 490,453 Women’s Sportswear 28,676 33,421 85,301 102,126 Direct-to-Consumer 20,905 21,514 65,423 66,763 Licensing 8,661 8,992 27,392 25,810 Total revenues $ 193,959 $ 205,439 $ 656,906 $ 685,152 Depreciation and amortization: Men’s Sportswear and Swim $ 1,814 $ 1,771 $ 5,717 $ 5,509 Women’s Sportswear 729 589 2,107 1,655 Direct-to-Consumer 932 976 2,717 2,851 Licensing 59 47 176 136 Total depreciation and amortization $ 3,534 $ 3,383 $ 10,717 $ 10,151 Operating (loss) income: Men’s Sportswear and Swim (1) $ (7,683 ) $ 2,392 $ 6,834 $ 14,544 Women’s Sportswear (1,289 ) (109 ) (4,746 ) 222 Direct-to-Consumer (3,370 ) (4,038 ) (9,675 ) (8,051 ) Licensing (2) 7,065 6,798 21,454 19,043 Total operating (loss) income $ (5,277 ) $ 5,043 $ 13,867 $ 25,758 Costs on early extinguishment of debt — — — 5,121 Total interest expense 1,738 1,853 5,652 7,423 Total net (loss) income before income taxes $ (7,015 ) $ 3,190 $ 8,215 $ 13,214 (1) Operating (loss) income for the Men’s Sportswear and Swim segment for the three and nine months ended October 29, 2016, includes a settlement charge related to the pension plan in the amount of $8.3 million. See footnote 17 to the consolidated financial statements for further information. (2) 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. See footnote 7 to the consolidated financial statements for further information. |
BENEFIT PLAN
BENEFIT PLAN | 9 Months Ended |
Oct. 29, 2016 | |
BENEFIT PLAN | 17. 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 2017 and 2016: Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 (in thousands) Service cost $ 63 $ 63 $ 189 $ 189 Interest cost 124 337 372 1,011 Expected return on plan assets (87 ) (658 ) (261 ) (1,974 ) Settlement 8,300 — 8,300 — Amortization of net loss 155 135 465 405 Net periodic benefit cost $ 8,555 $ (123 ) $ 9,065 $ (369 ) Settlement accounting, which accelerates recognition of a plan’s unrecognized net gain or loss, is triggered if the lump sums paid during a year exceed the sum of the plan’s service and interest cost. Since the lump sums paid or expected to be paid in Fiscal 2017 exceed that threshold, the Company recognized a settlement charge of $8.3 million in anticipation of the plan’s termination in fiscal 2017. |
SENIOR SUBORDINATED NOTES PAYAB
SENIOR SUBORDINATED NOTES PAYABLE | 9 Months Ended |
Oct. 29, 2016 | |
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 7 8 7 8 Certain Covenants. |
SENIOR CREDIT FACILITY
SENIOR CREDIT FACILITY | 9 Months Ended |
Oct. 29, 2016 | |
SENIOR CREDIT FACILITY | 19. 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 29, 2016, The Company had outstanding borrowings of $37.8 million under the Credit Facility. At January 30, 2016, the Company had outstanding borrowings of $61.8 million, under the Credit Facility. Certain Covenants 7 8 Borrowing Base. Interest. Security |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Oct. 29, 2016 | |
FAIR VALUE MEASUREMENTS | 20. FAIR VALUE MEASUREMENTS Accounts receivable, accounts payable, accrued interest payable and accrued expenses Investments. Real estate mortgages. Senior credit facility. Senior subordinated notes payable 7 8 7 8 See footnote 13 to the consolidated financial statements for disclosure of the fair value and line item caption of derivative instruments recorded in the consolidated balance sheets. 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. 29, 2016 | |
COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES On April 20, 2016, the Company entered into an employment agreement with George Feldenkreis, the Company’s Executive Chairman. The term of the employment agreement shall continue until Mr. Feldenkreis’ death or termination of the employment agreement by the Company or Mr. Feldenkreis. He will be paid a base salary of not less than $750,000 per year during the term of employment and, among other things, a lump sum payment of $1.0 million upon the termination of his employment in most circumstances. Additionally, he is entitled to participate in the Company’s incentive compensation plans. In connection with the terms of this new employment agreement, the Company accelerated the expense recognition related to Mr. Feldenkreis’ outstanding cash incentive and stock based compensation awards. The impact of the acceleration was a $4.2 million charge during the second quarter of fiscal 2017 to selling, general and administrative expenses. On April 20, 2016, the Company entered into an employment agreement with Oscar Feldenkreis, the Company’s Vice Chairman of the Board of Directors, Chief Executive Officer and President. The term of the employment agreement ends on February 2, 2019. Pursuant to the employment agreement, he will be paid a base salary of not less than $1,350,000 per year during the term of his employment with the Company. Additionally, he is entitled to participate in the Company’s incentive compensation plans. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 9 Months Ended |
Oct. 29, 2016 | |
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS | 22. 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 29, 2016 and January 30, 2016 and for the three and nine months ended October 29, 2016 and October 31, 2015. 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 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 4,239 $ 25,585 $ — $ 29,824 Investment, at fair value — — 12,915 — 12,915 Accounts receivable, net — 104,580 24,202 — 128,782 Intercompany receivable, net 82,241 — — (82,241 ) — Inventories — 96,480 15,786 — 112,266 Prepaid income taxes 1,643 — — 145 1,788 Prepaid expenses and other current assets — 7,219 998 — 8,217 Total current assets 83,884 212,518 79,486 (82,096 ) 293,792 Property and equipment, net — 61,425 2,257 — 63,682 Other intangible assets, net — 154,936 32,332 — 187,268 Deferred income taxes — — 441 — 441 Investment in subsidiaries 270,236 — — (270,236 ) — Other assets — 1,879 476 — 2,355 TOTAL $ 354,120 $ 430,758 $ 114,992 $ (352,332 ) $ 547,538 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 39,330 $ 4,456 $ — $ 43,786 Accrued expenses and other liabilities — 20,804 4,773 — 25,577 Accrued interest payable 528 — — — 528 Income taxes payable — 623 928 (1,551 ) — Unearned revenues — 2,835 659 — 3,494 Deferred pension obligation — 6,863 41 — 6,904 Intercompany payable, net — 75,929 17,826 (93,755 ) — Total current liabilities 528 146,384 28,683 (95,306 ) 80,289 Senior subordinated notes payable, net 49,637 — — — 49,637 Senior credit facility — 37,837 — — 37,837 Real estate mortgages — 20,668 — — 20,668 Unearned revenues and other long-term liabilities — 18,728 189 — 18,917 Deferred income taxes — 34,539 — 1,696 36,235 Total long-term liabilities 49,637 111,772 189 1,696 163,294 Total liabilities 50,165 258,156 28,872 (93,610 ) 243,583 Total equity 303,955 172,602 86,120 (258,722 ) 303,955 TOTAL $ 354,120 $ 430,758 $ 114,992 $ (352,332 ) $ 547,538 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 Investment, at fair value — — 9,782 — 9,782 Accounts receivable, net — 106,018 26,048 — 132,066 Intercompany receivable, net 74,091 — — (74,091 ) — Inventories — 155,703 27,047 — 182,750 Prepaid income taxes 1,017 — — 801 1,818 Prepaid expenses and other current assets — 7,426 1,035 — 8,461 Total current assets 75,108 269,922 95,039 (73,290 ) 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 taxes — — 442 — 442 Other assets — 2,150 777 — 2,927 TOTAL $ 342,530 $ 488,919 $ 131,238 $ (340,712 ) $ 621,975 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 — 60,384 21,449 (81,833 ) — Total current liabilities 1,521 187,469 41,760 (82,728 ) 148,022 Senior subordinated notes payable, net 49,528 — — — 49,528 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 49,528 131,003 245 1,696 182,472 Total liabilities 51,049 318,472 42,005 (81,032 ) 330,494 Total equity 291,481 170,447 89,233 (259,680 ) 291,481 TOTAL $ 342,530 $ 488,919 $ 131,238 $ (340,712 ) $ 621,975 PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Non- Parent Only Guarantors Guarantors Eliminations Consolidated Revenues: Net sales $ — $ 162,185 $ 23,113 $ — $ 185,298 Royalty income — 5,230 3,431 — 8,661 Total revenues — 167,415 26,544 — 193,959 Cost of sales — 107,489 15,367 — 122,856 Gross profit — 59,926 11,177 — 71,103 Operating expenses: Selling, general and administrative expenses — 63,475 9,371 — 72,846 Depreciation and amortization — 3,220 314 — 3,534 Total operating expenses — 66,695 9,685 — 76,380 Operating (loss) income — (6,769 ) 1,492 — (5,277 ) Interest expense (income) — 1,756 (18 ) — 1,738 Net (loss) income before income taxes — (8,525 ) 1,510 — (7,015 ) Income tax (benefit) provision — (2,189 ) 339 — (1,850 ) Equity in earnings of subsidiaries, net (5,165 ) — — 5,165 — Net (loss) income (5,165 ) (6,336 ) 1,171 5,165 (5,165 ) Other comprehensive income (loss) 6,045 8,142 (2,097 ) (6,045 ) 6,045 Comprehensive income (loss) $ 880 $ 1,806 $ (926 ) $ (880 ) $ 880 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 — 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 INCOME (LOSS) (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 556,327 $ 73,187 $ — $ 629,514 Royalty income — 17,505 9,887 — 27,392 Total revenues — 573,832 83,074 — 656,906 Cost of sales — 368,194 48,694 — 416,888 Gross profit — 205,638 34,380 — 240,018 Operating expenses: Selling, general and administrative expenses — 187,269 28,165 — 215,434 Depreciation and amortization — 9,687 1,030 — 10,717 Total operating expenses — 196,956 29,195 — 226,151 Operating income — 8,682 5,185 — 13,867 Interest expense (income) — 5,691 (39 ) — 5,652 Net income before income taxes — 2,991 5,224 — 8,215 Income tax provision — 836 1,859 — 2,695 Equity in earnings of subsidiaries, net 5,520 — — (5,520 ) — Net income 5,520 2,155 3,365 (5,520 ) 5,520 Other comprehensive income (loss) 4,942 8,452 (3,510 ) (4,942 ) 4,942 Comprehensive income (loss) $ 10,462 $ 10,607 $ (145 ) $ (10,462 ) $ 10,462 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 CASH FLOWS (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 1,155 $ 32,968 $ 5,824 $ (2,706 ) $ 37,241 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (8,292 ) (1,042 ) — (9,334 ) Purchase of investments — — (12,467 ) — (12,467 ) Proceeds from investment maturities — — 9,341 — 9,341 Proceeds from note receivable — — 250 — 250 Intercompany transactions 1,203 — — (1,203 ) — Net cash provided by (used in) investing activities 1,203 (8,292 ) (3,918 ) (1,203 ) (12,210 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 250,012 — — 250,012 Payments on senior credit facility — (273,933 ) — — (273,933 ) Payments on real estate mortgages — (634 ) — — (634 ) Payments on capital leases — (196 ) — — (196 ) Dividends paid to stockholder — — (2,706 ) 2,706 — Purchase of treasury stock (2,151 ) — — — (2,151 ) Proceeds from exercise of stock options 5 — — — 5 Intercompany transactions — 3,539 (4,530 ) 991 — Net cash used in financing activities (2,146 ) (21,212 ) (7,236 ) 3,697 (26,897 ) Effect of exchange rate changes on cash and cash equivalents (212 ) — (212 ) 212 (212 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 3,464 (5,542 ) — (2,078 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 775 31,127 — 31,902 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 4,239 $ 25,585 $ — $ 29,824 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Oct. 29, 2016 | |
SUBSEQUENT EVENTS | 23. SUBSEQUENT EVENTS In November 2016, the Company paid off its then existing real estate mortgage loan and refinanced its main administrative office, warehouse and distribution facility in Miami with a $21.7 million mortgage loan. The loan is due on November 22, 2026. The interest rate is 3.715% per annum. Monthly payments of principal and interest approximate $112,000, based on a 25-year amortization with the outstanding principal due at maturity. In November 2016, the Company refinanced its Tampa facility with a $13.2 million mortgage loan. The loan is due on November 22, 2026. The interest rate is 3.715% per annum. Monthly payments of principal and interest approximate $68,000, based on a 25-year amortization with the outstanding principal due at maturity. Additionally, the Company may use some of the excess funds generated from the mortgage loans described above to pay down the senior credit facility and repurchase certain of its outstanding senior subordinated notes. |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Components of Accounts Receivable | Accounts receivable consisted of the following as of: October 29, January 30, 2016 2016 (in thousands) Trade accounts $ 143,033 $ 144,708 Royalties 5,220 5,892 Other receivables 812 1,769 Total 149,065 152,369 Less: allowances (20,283 ) (20,303 ) Total $ 128,782 $ 132,066 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Summary of Inventories | Inventories consisted of the following as of: October 29, January 30, 2016 2016 (in thousands) Finished goods $ 112,266 $ 182,414 Raw materials and in process — 336 Total $ 112,266 $ 182,750 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Investments | Investments consisted of the following as of October 29, 2016: Gross Gross Estimated Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Marketable securities $ 3,262 $ 4 $ — $ 3,266 Certificates of deposit 9,655 — (6 ) 9,649 Total investments $ 12,917 $ 4 $ (6 ) $ 12,915 Investments consisted of the following as of January 30, 2016: Gross Gross Estimated Cost Unrealized Gains Unrealized Losses Fair Value (in thousands) Certificates of deposit $ 9,791 $ — $ (9 ) $ 9,782 Total investments $ 9,791 $ — $ (9 ) $ 9,782 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Summary of Property and Equipment | Property and equipment consisted of the following as of: October 29, January 30, 2016 2016 (in thousands) Furniture, fixtures and equipment $ 90,141 $ 84,634 Buildings and building improvements 20,660 19,462 Vehicles 523 523 Leasehold improvements 48,329 46,882 Land 9,430 9,430 Total 169,083 160,931 Less: accumulated depreciation and amortization (105,401 ) (97,023 ) Total $ 63,682 $ 63,908 |
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 29, January 30, 2016 2016 (in thousands) Furniture, fixtures and equipment $ 810 $ 810 Less: accumulated depreciation and amortization (384 ) (182 ) Total $ 426 $ 628 |
OTHER INTANGIBLE ASSETS (Tables
OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Summary of Other Intangible Assets | Other intangible assets represent as of: October 29, January 30, 2016 2016 (in thousands) Customer lists $ 8,450 $ 8,450 Less: accumulated amortization (5,328 ) (4,677 ) Total $ 3,122 $ 3,773 |
Schedule of Estimated Amortization Expense for Future Periods | Assuming no impairment, the table sets forth the estimated amortization expense for future periods based on recorded amounts as of January 30, 2016: (in thousands) 2017 $ 868 2018 $ 835 2019 $ 793 2020 $ 734 2021 $ 543 |
LETTER OF CREDIT FACILITIES (Ta
LETTER OF CREDIT FACILITIES (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Borrowings and Availability under Letter of Credit Facilities | Borrowings and availability under letter of credit facilities consisted of the following as of: October 29, January 30, 2016 2016 (in thousands) Total letter of credit facilities $ 30,000 $ 30,286 Outstanding letters of credit (10,788 ) (11,395 ) Total credit available $ 19,212 $ 18,891 |
NET (LOSS) INCOME PER SHARE (Ta
NET (LOSS) INCOME PER SHARE (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Calculation of Basic and Diluted (Loss) Income Per Share | The following table sets forth the computation of basic and diluted (loss) income per share: Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 (in thousands, except per share data) Numerator: Net (loss) income $ (5,165 ) $ 2,273 $ 5,520 $ 10,403 Denominator: Basic-weighted average shares 14,991 15,148 14,920 14,948 Dilutive effect: equity awards — 317 249 396 Diluted-weighted average shares 14,991 15,465 15,169 15,344 Basic (loss) income per share $ (0.34 ) $ 0.15 $ 0.37 $ 0.70 Diluted (loss) income per share $ (0.34 ) $ 0.15 $ 0.36 $ 0.68 Antidilutive effect: (1) 1,015 530 532 693 (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. 29, 2016 | |
Changes in Equity | The following table reflects the changes in equity: Changes in Equity (in thousands) Equity at January 30, 2016 $ 291,481 Comprehensive income 10,462 Share transactions under employee equity compensation plans 4,163 Purchase of treasury stock (2,151 ) Equity at October 29, 2016 $ 303,955 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 |
ACCUMULATED OTHER COMPREHENSI38
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Changes in Accumulated Other Comprehensive Loss by Component Net of Tax | Changes in accumulated other comprehensive loss by component, net of tax, are as follows: Unrealized Foreign Unrealized Unrealized (Loss) Gain on Currency Translation (Loss) Gain on Gain on Pension Liability Adjustments, Net Investments Forward Contract Total (in thousands) Balance, January 30, 2016 $ (7,368 ) $ (7,131 ) $ (9 ) $ — $ (14,508 ) Other comprehensive loss (income) before reclassifications (313 ) (3,772 ) 7 255 (3,823 ) Amounts reclassified from accumulated other comprehensive loss 8,765 — — — 8,765 Balance, October 29, 2016 $ 1,084 $ (10,903 ) $ (2 ) $ 255 $ (9,566 ) Unrealized Foreign Unrealized (Loss) Gain on Currency Translation (Loss) Gain on Pension Liability Adjustments, Net Investments 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 29, 2016 October 31, 2015 (in thousands) Amortization of defined benefit pension items Actuarial loss $ 8,455 $ 135 Selling, general and administrative expenses Tax provision — — Income tax provision Total, net of tax $ 8,455 $ 135 Nine Months Ended October 29, 2016 October 31, 2015 (in thousands) Amortization of defined benefit pension items Actuarial loss $ 8,765 $ 405 Selling, general and administrative expenses Tax provision — — Income tax provision Total, net of tax $ 8,765 $ 405 |
DERIVATIVE FINANCIAL INSTRUME39
DERIVATIVE FINANCIAL INSTRUMENT (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Designated as Hedging Instrument | |
Fair Value and Balance Sheet Classification of Hedging Instruments | The following table summarizes the fair value and balance sheet classification of the Company’s Hedging Instruments. October 29, January 30, Derivatives Designated As Hedging Instruments Balance sheet location 2016 2016 (in thousands) Foreign currency forward exchange contract (inventory purchases) Other Current Assets $ 255 $ — Total $ 255 $ — |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Segment Information | The Company allocates certain corporate selling, general and administrative expenses based primarily on the revenues generated by the segments. Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 (in thousands) Revenues: Men’s Sportswear and Swim $ 135,717 $ 141,512 $ 478,790 $ 490,453 Women’s Sportswear 28,676 33,421 85,301 102,126 Direct-to-Consumer 20,905 21,514 65,423 66,763 Licensing 8,661 8,992 27,392 25,810 Total revenues $ 193,959 $ 205,439 $ 656,906 $ 685,152 Depreciation and amortization: Men’s Sportswear and Swim $ 1,814 $ 1,771 $ 5,717 $ 5,509 Women’s Sportswear 729 589 2,107 1,655 Direct-to-Consumer 932 976 2,717 2,851 Licensing 59 47 176 136 Total depreciation and amortization $ 3,534 $ 3,383 $ 10,717 $ 10,151 Operating (loss) income: Men’s Sportswear and Swim (1) $ (7,683 ) $ 2,392 $ 6,834 $ 14,544 Women’s Sportswear (1,289 ) (109 ) (4,746 ) 222 Direct-to-Consumer (3,370 ) (4,038 ) (9,675 ) (8,051 ) Licensing (2) 7,065 6,798 21,454 19,043 Total operating (loss) income $ (5,277 ) $ 5,043 $ 13,867 $ 25,758 Costs on early extinguishment of debt — — — 5,121 Total interest expense 1,738 1,853 5,652 7,423 Total net (loss) income before income taxes $ (7,015 ) $ 3,190 $ 8,215 $ 13,214 (1) Operating (loss) income for the Men’s Sportswear and Swim segment for the three and nine months ended October 29, 2016, includes a settlement charge related to the pension plan in the amount of $8.3 million. See footnote 17 to the consolidated financial statements for further information. (2) 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. See footnote 7 to the consolidated financial statements for further information. |
BENEFIT PLAN (Tables)
BENEFIT PLAN (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
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 2017 and 2016: Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 (in thousands) Service cost $ 63 $ 63 $ 189 $ 189 Interest cost 124 337 372 1,011 Expected return on plan assets (87 ) (658 ) (261 ) (1,974 ) Settlement 8,300 — 8,300 — Amortization of net loss 155 135 465 405 Net periodic benefit cost $ 8,555 $ (123 ) $ 9,065 $ (369 ) |
CONDENSED CONSOLIDATING FINAN42
CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Condensed Consolidating Balance Sheet | PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET (UNAUDITED) AS OF OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Guarantors Eliminations Consolidated ASSETS Current Assets: Cash and cash equivalents $ — $ 4,239 $ 25,585 $ — $ 29,824 Investment, at fair value — — 12,915 — 12,915 Accounts receivable, net — 104,580 24,202 — 128,782 Intercompany receivable, net 82,241 — — (82,241 ) — Inventories — 96,480 15,786 — 112,266 Prepaid income taxes 1,643 — — 145 1,788 Prepaid expenses and other current assets — 7,219 998 — 8,217 Total current assets 83,884 212,518 79,486 (82,096 ) 293,792 Property and equipment, net — 61,425 2,257 — 63,682 Other intangible assets, net — 154,936 32,332 — 187,268 Deferred income taxes — — 441 — 441 Investment in subsidiaries 270,236 — — (270,236 ) — Other assets — 1,879 476 — 2,355 TOTAL $ 354,120 $ 430,758 $ 114,992 $ (352,332 ) $ 547,538 LIABILITIES AND EQUITY Current Liabilities: Accounts payable $ — $ 39,330 $ 4,456 $ — $ 43,786 Accrued expenses and other liabilities — 20,804 4,773 — 25,577 Accrued interest payable 528 — — — 528 Income taxes payable — 623 928 (1,551 ) — Unearned revenues — 2,835 659 — 3,494 Deferred pension obligation — 6,863 41 — 6,904 Intercompany payable, net — 75,929 17,826 (93,755 ) — Total current liabilities 528 146,384 28,683 (95,306 ) 80,289 Senior subordinated notes payable, net 49,637 — — — 49,637 Senior credit facility — 37,837 — — 37,837 Real estate mortgages — 20,668 — — 20,668 Unearned revenues and other long-term liabilities — 18,728 189 — 18,917 Deferred income taxes — 34,539 — 1,696 36,235 Total long-term liabilities 49,637 111,772 189 1,696 163,294 Total liabilities 50,165 258,156 28,872 (93,610 ) 243,583 Total equity 303,955 172,602 86,120 (258,722 ) 303,955 TOTAL $ 354,120 $ 430,758 $ 114,992 $ (352,332 ) $ 547,538 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 Investment, at fair value — — 9,782 — 9,782 Accounts receivable, net — 106,018 26,048 — 132,066 Intercompany receivable, net 74,091 — — (74,091 ) — Inventories — 155,703 27,047 — 182,750 Prepaid income taxes 1,017 — — 801 1,818 Prepaid expenses and other current assets — 7,426 1,035 — 8,461 Total current assets 75,108 269,922 95,039 (73,290 ) 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 taxes — — 442 — 442 Other assets — 2,150 777 — 2,927 TOTAL $ 342,530 $ 488,919 $ 131,238 $ (340,712 ) $ 621,975 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 — 60,384 21,449 (81,833 ) — Total current liabilities 1,521 187,469 41,760 (82,728 ) 148,022 Senior subordinated notes payable, net 49,528 — — — 49,528 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 49,528 131,003 245 1,696 182,472 Total liabilities 51,049 318,472 42,005 (81,032 ) 330,494 Total equity 291,481 170,447 89,233 (259,680 ) 291,481 TOTAL $ 342,530 $ 488,919 $ 131,238 $ (340,712 ) $ 621,975 |
Condensed Consolidating Statement of Comprehensive Income (Loss) | PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Non- Parent Only Guarantors Guarantors Eliminations Consolidated Revenues: Net sales $ — $ 162,185 $ 23,113 $ — $ 185,298 Royalty income — 5,230 3,431 — 8,661 Total revenues — 167,415 26,544 — 193,959 Cost of sales — 107,489 15,367 — 122,856 Gross profit — 59,926 11,177 — 71,103 Operating expenses: Selling, general and administrative expenses — 63,475 9,371 — 72,846 Depreciation and amortization — 3,220 314 — 3,534 Total operating expenses — 66,695 9,685 — 76,380 Operating (loss) income — (6,769 ) 1,492 — (5,277 ) Interest expense (income) — 1,756 (18 ) — 1,738 Net (loss) income before income taxes — (8,525 ) 1,510 — (7,015 ) Income tax (benefit) provision — (2,189 ) 339 — (1,850 ) Equity in earnings of subsidiaries, net (5,165 ) — — 5,165 — Net (loss) income (5,165 ) (6,336 ) 1,171 5,165 (5,165 ) Other comprehensive income (loss) 6,045 8,142 (2,097 ) (6,045 ) 6,045 Comprehensive income (loss) $ 880 $ 1,806 $ (926 ) $ (880 ) $ 880 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 — 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 INCOME (LOSS) (UNAUDITED) FOR THE NINE MONTHS ENDED OCTOBER 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated Revenues: Net sales $ — $ 556,327 $ 73,187 $ — $ 629,514 Royalty income — 17,505 9,887 — 27,392 Total revenues — 573,832 83,074 — 656,906 Cost of sales — 368,194 48,694 — 416,888 Gross profit — 205,638 34,380 — 240,018 Operating expenses: Selling, general and administrative expenses — 187,269 28,165 — 215,434 Depreciation and amortization — 9,687 1,030 — 10,717 Total operating expenses — 196,956 29,195 — 226,151 Operating income — 8,682 5,185 — 13,867 Interest expense (income) — 5,691 (39 ) — 5,652 Net income before income taxes — 2,991 5,224 — 8,215 Income tax provision — 836 1,859 — 2,695 Equity in earnings of subsidiaries, net 5,520 — — (5,520 ) — Net income 5,520 2,155 3,365 (5,520 ) 5,520 Other comprehensive income (loss) 4,942 8,452 (3,510 ) (4,942 ) 4,942 Comprehensive income (loss) $ 10,462 $ 10,607 $ (145 ) $ (10,462 ) $ 10,462 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 |
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 29, 2016 (amounts in thousands) Parent Only Guarantors Non- Eliminations Consolidated NET CASH PROVIDED BY OPERATING ACTIVITIES: $ 1,155 $ 32,968 $ 5,824 $ (2,706 ) $ 37,241 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment — (8,292 ) (1,042 ) — (9,334 ) Purchase of investments — — (12,467 ) — (12,467 ) Proceeds from investment maturities — — 9,341 — 9,341 Proceeds from note receivable — — 250 — 250 Intercompany transactions 1,203 — — (1,203 ) — Net cash provided by (used in) investing activities 1,203 (8,292 ) (3,918 ) (1,203 ) (12,210 ) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings from senior credit facility — 250,012 — — 250,012 Payments on senior credit facility — (273,933 ) — — (273,933 ) Payments on real estate mortgages — (634 ) — — (634 ) Payments on capital leases — (196 ) — — (196 ) Dividends paid to stockholder — — (2,706 ) 2,706 — Purchase of treasury stock (2,151 ) — — — (2,151 ) Proceeds from exercise of stock options 5 — — — 5 Intercompany transactions — 3,539 (4,530 ) 991 — Net cash used in financing activities (2,146 ) (21,212 ) (7,236 ) 3,697 (26,897 ) Effect of exchange rate changes on cash and cash equivalents (212 ) — (212 ) 212 (212 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS — 3,464 (5,542 ) — (2,078 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 775 31,127 — 31,902 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 4,239 $ 25,585 $ — $ 29,824 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 |
Recent Accounting Pronounceme43
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | $ 2,355 | $ 2,927 |
Senior subordinated notes payable, net | $ 49,637 | 49,528 |
ASU 2015-03 | Restatement Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Other assets | (500) | |
Senior subordinated notes payable, net | $ (500) |
Components of Accounts Receivab
Components of Accounts Receivable (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 149,065 | $ 152,369 |
Less: allowances | (20,283) | (20,303) |
Total | 128,782 | 132,066 |
Trade Accounts Receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 143,033 | 144,708 |
Royalties Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | 5,220 | 5,892 |
Other Receivables | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 812 | $ 1,769 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
Inventory [Line Items] | ||
Finished goods | $ 112,266 | $ 182,414 |
Raw materials and in process | 336 | |
Total | $ 112,266 | $ 182,750 |
Investments - Additional Inform
Investments - Additional Information (Detail) $ in Millions | Oct. 29, 2016USD ($) |
Certificates of Deposit | |
Schedule of Available-for-sale Securities [Line Items] | |
Available for sale securities maturing within one year | $ 9.7 |
Investments (Detail)
Investments (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
Schedule of Investments [Line Items] | ||
Cost | $ 12,917 | $ 9,791 |
Gross Unrealized Gains | 4 | |
Gross Unrealized Losses | (6) | (9) |
Estimated Fair Value | 12,915 | 9,782 |
Certificates of Deposit | ||
Schedule of Investments [Line Items] | ||
Cost | 9,655 | 9,791 |
Gross Unrealized Losses | (6) | (9) |
Estimated Fair Value | 9,649 | $ 9,782 |
Marketable securities | ||
Schedule of Investments [Line Items] | ||
Cost | 3,262 | |
Gross Unrealized Gains | 4 | |
Estimated Fair Value | $ 3,266 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 169,083 | $ 160,931 |
Less: accumulated depreciation and amortization | (105,401) | (97,023) |
Total | 63,682 | 63,908 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | 90,141 | 84,634 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 20,660 | 19,462 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total | 523 | 523 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | 48,329 | 46,882 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 9,430 | $ 9,430 |
Summary of Property and Equipme
Summary of Property and Equipment Includes Assets Held under Capital Leases (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
Property, Plant and Equipment [Line Items] | ||
Furniture, fixtures and equipment | $ 810 | $ 810 |
Less: accumulated depreciation and amortization | (384) | (182) |
Total | $ 426 | $ 628 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense related to property and equipment | $ 3.5 | $ 3.4 | $ 10.4 | $ 10 |
Other Intangible Assets - Addit
Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Oct. 29, 2016 | Oct. 31, 2015 | May 02, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | Jan. 30, 2016 | |
Intangible Assets [Line Items] | ||||||
Asset sales agreement date | Mar. 19, 2015 | |||||
Sale of intellectual property, collected during first quarter of fiscal 2016 | $ 2,500 | $ 2,500 | ||||
Intangible assets amortized estimated useful lives | 10 years | |||||
Customer Lists | ||||||
Intangible Assets [Line Items] | ||||||
Amortization expense | $ 300 | $ 300 | $ 700 | 700 | ||
Trademarks | ||||||
Intangible Assets [Line Items] | ||||||
Trademarks included in other intangible assets, net | $ 184,100 | $ 184,100 | $ 184,100 | |||
Licensing | ||||||
Intangible Assets [Line Items] | ||||||
Gain (loss) on sale of intangible assets | $ (700) | $ (700) |
Intangible Assets (Detail)
Intangible Assets (Detail) - Customer Lists - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Customer lists | $ 8,450 | $ 8,450 |
Less: accumulated amortization | (5,328) | (4,677) |
Total | $ 3,122 | $ 3,773 |
Schedule of Estimated Amortizat
Schedule of Estimated Amortization Expense for Future Periods (Detail) $ in Thousands | Jan. 30, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Estimated amortization expense 2017 | $ 868 |
Estimated amortization expense 2018 | 835 |
Estimated amortization expense 2019 | 793 |
Estimated amortization expense 2020 | 734 |
Estimated amortization expense 2021 | $ 543 |
Letter of Credit Facilities (De
Letter of Credit Facilities (Detail) - Letter of Credit - USD ($) | Oct. 29, 2016 | Jan. 30, 2016 |
Line of Credit Facility [Line Items] | ||
Total letter of credit facilities | $ 30,000,000 | $ 30,286,000 |
Outstanding letters of credit | (10,788,000) | (11,395,000) |
Total credit available | $ 19,212,000 | $ 18,891,000 |
Letter of Credit Facilities - A
Letter of Credit Facilities - Additional Information (Detail) $ in Millions | Oct. 29, 2016USD ($) |
Letter of Credit | United Kingdom Subsidiary | |
Line of Credit Facility [Line Items] | |
Line Of Credit, amount expired and not renewed | $ 0.3 |
Advertising and Related Costs -
Advertising and Related Costs - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Advertising Costs [Line Items] | ||||
Advertising and related costs | $ 4.2 | $ 4.1 | $ 12.2 | $ 11.1 |
Computation of Basic and Dilute
Computation of Basic and Diluted (Loss) Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | ||
Numerator: | |||||
Net (loss) income | $ (5,165) | $ 2,273 | $ 5,520 | $ 10,403 | |
Denominator: | |||||
Basic-weighted average shares | 14,991 | 15,148 | 14,920 | 14,948 | |
Dilutive effect: equity awards | 317 | 249 | 396 | ||
Diluted-weighted average shares | 14,991 | 15,465 | 15,169 | 15,344 | |
Basic (loss) income per share | $ (0.34) | $ 0.15 | $ 0.37 | $ 0.70 | |
Diluted (loss) income per share | $ (0.34) | $ 0.15 | $ 0.36 | $ 0.68 | |
Antidilutive effect | [1] | 1,015 | 530 | 532 | 693 |
[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. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Equity [Line Items] | ||||
Beginning Balance | $ 291,481 | $ 302,017 | ||
Comprehensive income | $ 880 | $ 1,798 | 10,462 | 11,282 |
Share transactions under employee equity compensation plans | 4,163 | 3,809 | ||
Purchase of treasury stock | (2,151) | (2,151) | ||
Ending Balance | $ 303,955 | $ 317,108 | $ 303,955 | $ 317,108 |
Equity - Additional Information
Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Aug. 01, 2015 | Oct. 29, 2016 | Jan. 30, 2016 | |
Shareholders Equity [Line Items] | ||||
Common stock repurchase program, amount authorized | $ 70,000,000 | $ 70,000,000 | ||
Total purchases under common stock repurchase program | 60,800,000 | 60,800,000 | ||
Purchase of treasury stock | $ 2,151,000 | $ 2,151,000 | ||
Treasury stock, shares | 113,935 | 113,935 | 0 | |
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) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $ 291,481 | $ 302,017 | ||
Other comprehensive loss (income) before reclassifications | (3,823) | 474 | ||
Amounts reclassified from accumulated other comprehensive loss | $ 8,455 | $ 135 | 8,765 | 405 |
Ending Balance | 303,955 | 317,108 | 303,955 | 317,108 |
Unrealized (Loss) Gain on Pension Liability | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (7,368) | (8,085) | ||
Other comprehensive loss (income) before reclassifications | (313) | |||
Amounts reclassified from accumulated other comprehensive loss | 8,765 | 405 | ||
Ending Balance | 1,084 | (7,680) | 1,084 | (7,680) |
Foreign Currency Translation Adjustments, Net | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (7,131) | (4,774) | ||
Other comprehensive loss (income) before reclassifications | (3,772) | 482 | ||
Ending Balance | (10,903) | (4,292) | (10,903) | (4,292) |
Unrealized (Loss) Gain on Investments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (9) | 7 | ||
Other comprehensive loss (income) before reclassifications | 7 | (8) | ||
Ending Balance | (2) | (1) | (2) | (1) |
Unrealized Gain on Forward Contract | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Other comprehensive loss (income) before reclassifications | 255 | |||
Ending Balance | 255 | 255 | ||
Accumulated Other Comprehensive Loss | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (14,508) | (12,852) | ||
Ending Balance | $ (9,566) | $ (11,973) | $ (9,566) | $ (11,973) |
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. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Selling, general and administrative expenses | $ 72,846 | $ 64,869 | $ 215,434 | $ 202,731 |
Tax provision | 1,850 | (917) | (2,695) | (2,811) |
Total, net of tax | 8,455 | 135 | 8,765 | 405 |
Actuarial loss | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Selling, general and administrative expenses | 8,455 | 135 | 8,765 | 405 |
Unrealized (Loss) Gain on Pension Liability | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Tax provision | $ 0 | $ 0 | 0 | 0 |
Total, net of tax | $ 8,765 | $ 405 |
Derivative Financial Instrume62
Derivative Financial Instrument - Additional Information (Detail) - USD ($) | Oct. 29, 2016 | Oct. 29, 2016 | Jan. 30, 2016 |
Derivative [Line Items] | |||
Cash flow hedge ineffectiveness | $ 0 | ||
Foreign currency forward exchange contract gain to be reclassified during next 12 months | 255,000 | $ 255,000 | |
Foreign currency forward exchange contract gain (loss) reclassified to earnings, net | $ 0 | $ 0 | |
Foreign currency forward exchange contract | Cash Flow Hedging | |||
Derivative [Line Items] | |||
Derivative instrument, hedging percentage | 45.00% | ||
Notional amount outstanding | $ 5,700,000 | $ 5,700,000 | |
Foreign currency forward exchange contract | Cash Flow Hedging | Minimum | |||
Derivative [Line Items] | |||
Derivative maturity, month and year | 2016-10 | ||
Foreign currency forward exchange contract | Cash Flow Hedging | Maximum | |||
Derivative [Line Items] | |||
Derivative maturity, month and year | 2017-03 |
Fair Value and Balance Sheet Cl
Fair Value and Balance Sheet Classification of Hedging Instruments (Detail) - Designated as Hedging Instrument $ in Thousands | Oct. 29, 2016USD ($) |
Derivatives, Fair Value [Line Items] | |
Derivative financial instrument, fair value | $ 255 |
Foreign currency forward exchange contract | Other Current Assets | Level 2 | |
Derivatives, Fair Value [Line Items] | |
Derivative financial instrument, fair value | $ 255 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |
Oct. 29, 2016 | Oct. 29, 2016 | Jan. 30, 2016 | |
Income Tax Disclosure [Line Items] | |||
Unrecognized tax benefits | $ 1,100,000 | ||
Unrecognized tax benefits, interest and penalties | 200,000 | ||
Unrecognized tax benefits, increase (decrease) | $ (13,000) | $ 75,000 | |
Increase (decrease) in interest and penalties | (11,000) | $ 30,000 | |
Valuation allowance | $ 46,200,000 | ||
Tax Year 2011 | |||
Income Tax Disclosure [Line Items] | |||
Adjustments to taxable income | 6,100,000 | ||
Tax Year 2012 | |||
Income Tax Disclosure [Line Items] | |||
Adjustments to taxable income | 5,300,000 | ||
Tax Year 2013 | |||
Income Tax Disclosure [Line Items] | |||
Adjustments to taxable income | $ 6,800,000 | ||
State and Local Jurisdiction | Earliest Tax Year | |||
Income Tax Disclosure [Line Items] | |||
Open tax years | 2,005 | ||
State and Local Jurisdiction | Latest Tax Year | |||
Income Tax Disclosure [Line Items] | |||
Open tax years | 2,017 | ||
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 | 2,016 | ||
Internal Revenue Service (IRS) | Tax Year 2011 | |||
Income Tax Disclosure [Line Items] | |||
Year selected for income tax examination year | 2,011 | ||
Internal Revenue Service (IRS) | Tax Year 2012 | |||
Income Tax Disclosure [Line Items] | |||
Year selected for income tax examination year | 2,012 | ||
Internal Revenue Service (IRS) | Tax Year 2013 | |||
Income Tax Disclosure [Line Items] | |||
Year selected for income tax examination year | 2,013 |
Stock Options, Stock Apprecia65
Stock Options, Stock Appreciation Rights and Restricted Shares - Additional Information (Detail) | 3 Months Ended | ||
Oct. 29, 2016USD ($)shares | Jul. 30, 2016USD ($)Directorshares | Apr. 30, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted stock tax withheld | 3,105 | 46,000 | |
Number of restricted stock tax withholding value | $ | $ 60,000 | $ 880,000 | |
Subject to Withholding | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted stock vested | 11,343 | 159,862 | |
Restricted Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares awarded | 3,000 | 14,914 | 86,173 |
Fair value of stock granted | $ | $ 60,000 | $ 300,000 | $ 1,600,000 |
Vesting period of awards | 3 years | 3 years | 3 years |
Restricted Stock | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares awarded | 31,902 | ||
Fair value of stock granted | $ | $ 700,000 | ||
Vesting period of awards | 1 year | ||
Number of directors awarded restricted stock | Director | 6 | ||
Performance Based Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares awarded | 184,004 | ||
Fair value of stock granted | $ | $ 3,500,000 | ||
Awards expected vesting percentage | 100.00% | ||
Award vesting date | 2019-04 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 9 Months Ended |
Oct. 29, 2016Segment | |
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. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Total revenues | $ 193,959 | $ 205,439 | $ 656,906 | $ 685,152 | |
Total depreciation and amortization | 3,534 | 3,383 | 10,717 | 10,151 | |
Total operating (loss) income | (5,277) | 5,043 | 13,867 | 25,758 | |
Costs on early extinguishment of debt | 5,121 | ||||
Interest expense | 1,738 | 1,853 | 5,652 | 7,423 | |
Net (loss) income before income taxes | (7,015) | 3,190 | 8,215 | 13,214 | |
Men's Sportswear and Swim | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 135,717 | 141,512 | 478,790 | 490,453 | |
Total depreciation and amortization | 1,814 | 1,771 | 5,717 | 5,509 | |
Total operating (loss) income | [1] | (7,683) | 2,392 | 6,834 | 14,544 |
Women's Sportswear | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 28,676 | 33,421 | 85,301 | 102,126 | |
Total depreciation and amortization | 729 | 589 | 2,107 | 1,655 | |
Total operating (loss) income | (1,289) | (109) | (4,746) | 222 | |
Direct-to-Consumer | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 20,905 | 21,514 | 65,423 | 66,763 | |
Total depreciation and amortization | 932 | 976 | 2,717 | 2,851 | |
Total operating (loss) income | (3,370) | (4,038) | (9,675) | (8,051) | |
Licensing | |||||
Segment Reporting Information [Line Items] | |||||
Total revenues | 8,661 | 8,992 | 27,392 | 25,810 | |
Total depreciation and amortization | 59 | 47 | 176 | 136 | |
Total operating (loss) income | [2] | $ 7,065 | $ 6,798 | $ 21,454 | $ 19,043 |
[1] | Operating (loss) income for the Men's Sportswear and Swim segment for the three and nine months ended October 29, 2016, includes a settlement charge related to the pension plan in the amount of $8.3 million. See footnote 17 to the consolidated financial statements for further information. | ||||
[2] | 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 $0.7 million. See footnote 7 to the consolidated financial statements for further information. |
Revenues Generated by Segment68
Revenues Generated by Segments (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | May 02, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||
Pension plan settlement charge | $ 8,300 | |||
Men's Sportswear and Swim | ||||
Segment Reporting Information [Line Items] | ||||
Pension plan settlement charge | $ 8,300 | $ 8,300 | ||
Licensing | ||||
Segment Reporting Information [Line Items] | ||||
Gain (loss) on sale of intangible assets | $ (700) | $ (700) |
Components of Net Benefit Cost
Components of Net Benefit Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 63 | $ 63 | $ 189 | $ 189 |
Interest cost | 124 | 337 | 372 | 1,011 |
Expected return on plan assets | (87) | (658) | (261) | (1,974) |
Settlement | 8,300 | 8,300 | ||
Amortization of net loss | 155 | 135 | 465 | 405 |
Net periodic benefit cost | $ 8,555 | $ (123) | $ 9,065 | $ (369) |
Benefit Plans - Additional Info
Benefit Plans - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Oct. 29, 2016 | Oct. 29, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Settlement charge | $ (8,300) | $ (8,300) |
Senior Subordinated Notes Pay71
Senior Subordinated Notes Payable - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Apr. 06, 2015 | Mar. 31, 2011 | Oct. 31, 2015 | Oct. 29, 2016 | Jan. 30, 2016 | |
Senior Secured Notes [Line Items] | |||||
Payments on senior subordinated notes | $ 100,000 | ||||
Costs of early extinguishment of debt | $ (5,121) | ||||
Senior notes amount outstanding | $ 49,637 | $ 49,528 | |||
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) | ||||
Senior notes amount outstanding | 49,600 | 49,500 | |||
Debt issuance cost | $ 400 | $ 500 | |||
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 |
Senior Credit Facility - Additi
Senior Credit Facility - Additional Information (Detail) - USD ($) | Apr. 22, 2015 | Oct. 29, 2016 | Jan. 30, 2016 |
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 | $ 37,800,000 | $ 61,800,000 | |
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% |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Senior subordinated notes payable, net | $ 49,637 | $ 49,528 |
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying amounts of the real estate mortgages | 21,400 | 22,000 |
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 | $ 50,300 | $ 49,000 |
Debt instrument stated interest rate | 7.875% | 7.875% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | Apr. 20, 2016 | Jul. 30, 2016 | Oct. 29, 2016 | Oct. 31, 2015 |
Commitments and Contingencies Disclosure [Line Items] | ||||
Share-based compensation | $ 5,104,000 | $ 3,641,000 | ||
Vice Chairman of the Board of Directors, Chief Executive Officer and President | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Employment agreement expiration date | Feb. 2, 2019 | |||
Executive Chairman | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Employment agreement, lump sum / severance payment, payable upon the termination | $ 1,000,000 | |||
Executive Chairman | Selling, General and Administrative Expenses | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Share-based compensation | 4,200,000 | |||
Minimum | Vice Chairman of the Board of Directors, Chief Executive Officer and President | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Employment agreements base salaries | $ 1,350,000 | |||
Minimum | Executive Chairman | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Employment agreements base salaries | $ 750,000 |
Condensed Consolidating Balance
Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Jan. 31, 2015 |
Current Assets: | ||||
Cash and cash equivalents | $ 29,824 | $ 31,902 | $ 26,016 | $ 43,547 |
Investment, at fair value | 12,915 | 9,782 | ||
Accounts receivable, net | 128,782 | 132,066 | ||
Inventories | 112,266 | 182,750 | ||
Prepaid income taxes | 1,788 | 1,818 | ||
Prepaid expenses and other current assets | 8,217 | 8,461 | ||
Total current assets | 293,792 | 366,779 | ||
Property and equipment, net | 63,682 | 63,908 | ||
Other intangible assets, net | 187,268 | 187,919 | ||
Deferred income taxes | 441 | 442 | ||
Other assets | 2,355 | 2,927 | ||
TOTAL | 547,538 | 621,975 | ||
Current Liabilities: | ||||
Accounts payable | 43,786 | 103,684 | ||
Accrued expenses and other liabilities | 25,577 | 26,497 | ||
Accrued interest payable | 528 | 1,521 | ||
Unearned revenues | 3,494 | 4,213 | ||
Deferred pension obligation | 6,904 | 12,107 | ||
Total current liabilities | 80,289 | 148,022 | ||
Senior subordinated notes payable, net | 49,637 | 49,528 | ||
Senior credit facility | 37,837 | 61,758 | ||
Real estate mortgages | 20,668 | 21,318 | ||
Unearned revenues and other long-term liabilities | 18,917 | 14,853 | ||
Deferred income taxes | 36,235 | 35,015 | ||
Total long-term liabilities | 163,294 | 182,472 | ||
Total liabilities | 243,583 | 330,494 | ||
Total equity | 303,955 | 291,481 | 317,108 | 302,017 |
TOTAL | 547,538 | 621,975 | ||
Parent | ||||
Current Assets: | ||||
Intercompany receivable, net | 82,241 | 74,091 | ||
Prepaid income taxes | 1,643 | 1,017 | ||
Total current assets | 83,884 | 75,108 | ||
Investment in subsidiaries | 270,236 | 267,422 | ||
TOTAL | 354,120 | 342,530 | ||
Current Liabilities: | ||||
Accrued interest payable | 528 | 1,521 | ||
Total current liabilities | 528 | 1,521 | ||
Senior subordinated notes payable, net | 49,637 | 49,528 | ||
Total long-term liabilities | 49,637 | 49,528 | ||
Total liabilities | 50,165 | 51,049 | ||
Total equity | 303,955 | 291,481 | ||
TOTAL | 354,120 | 342,530 | ||
Guarantors | ||||
Current Assets: | ||||
Cash and cash equivalents | 4,239 | 775 | 2,532 | 30,055 |
Accounts receivable, net | 104,580 | 106,018 | ||
Inventories | 96,480 | 155,703 | ||
Prepaid expenses and other current assets | 7,219 | 7,426 | ||
Total current assets | 212,518 | 269,922 | ||
Property and equipment, net | 61,425 | 61,260 | ||
Other intangible assets, net | 154,936 | 155,587 | ||
Other assets | 1,879 | 2,150 | ||
TOTAL | 430,758 | 488,919 | ||
Current Liabilities: | ||||
Accounts payable | 39,330 | 89,961 | ||
Accrued expenses and other liabilities | 20,804 | 21,524 | ||
Income taxes payable | 623 | 623 | ||
Unearned revenues | 2,835 | 2,952 | ||
Deferred pension obligation | 6,863 | 12,025 | ||
Intercompany payable, net | 75,929 | 60,384 | ||
Total current liabilities | 146,384 | 187,469 | ||
Senior credit facility | 37,837 | 61,758 | ||
Real estate mortgages | 20,668 | 21,318 | ||
Unearned revenues and other long-term liabilities | 18,728 | 14,608 | ||
Deferred income taxes | 34,539 | 33,319 | ||
Total long-term liabilities | 111,772 | 131,003 | ||
Total liabilities | 258,156 | 318,472 | ||
Total equity | 172,602 | 170,447 | ||
TOTAL | 430,758 | 488,919 | ||
Non-Guarantors | ||||
Current Assets: | ||||
Cash and cash equivalents | 25,585 | 31,127 | $ 23,484 | $ 13,492 |
Investment, at fair value | 12,915 | 9,782 | ||
Accounts receivable, net | 24,202 | 26,048 | ||
Inventories | 15,786 | 27,047 | ||
Prepaid expenses and other current assets | 998 | 1,035 | ||
Total current assets | 79,486 | 95,039 | ||
Property and equipment, net | 2,257 | 2,648 | ||
Other intangible assets, net | 32,332 | 32,332 | ||
Deferred income taxes | 441 | 442 | ||
Other assets | 476 | 777 | ||
TOTAL | 114,992 | 131,238 | ||
Current Liabilities: | ||||
Accounts payable | 4,456 | 13,723 | ||
Accrued expenses and other liabilities | 4,773 | 4,973 | ||
Income taxes payable | 928 | 272 | ||
Unearned revenues | 659 | 1,261 | ||
Deferred pension obligation | 41 | 82 | ||
Intercompany payable, net | 17,826 | 21,449 | ||
Total current liabilities | 28,683 | 41,760 | ||
Unearned revenues and other long-term liabilities | 189 | 245 | ||
Total long-term liabilities | 189 | 245 | ||
Total liabilities | 28,872 | 42,005 | ||
Total equity | 86,120 | 89,233 | ||
TOTAL | 114,992 | 131,238 | ||
Eliminations | ||||
Current Assets: | ||||
Intercompany receivable, net | (82,241) | (74,091) | ||
Prepaid income taxes | 145 | 801 | ||
Total current assets | (82,096) | (73,290) | ||
Investment in subsidiaries | (270,236) | (267,422) | ||
TOTAL | (352,332) | (340,712) | ||
Current Liabilities: | ||||
Income taxes payable | (1,551) | (895) | ||
Intercompany payable, net | (93,755) | (81,833) | ||
Total current liabilities | (95,306) | (82,728) | ||
Deferred income taxes | 1,696 | 1,696 | ||
Total long-term liabilities | 1,696 | 1,696 | ||
Total liabilities | (93,610) | (81,032) | ||
Total equity | (258,722) | (259,680) | ||
TOTAL | $ (352,332) | $ (340,712) |
Condensed Consolidating Stateme
Condensed Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Revenues: | ||||
Net sales | $ 185,298 | $ 196,447 | $ 629,514 | $ 659,342 |
Royalty income | 8,661 | 8,992 | 27,392 | 25,810 |
Total revenues | 193,959 | 205,439 | 656,906 | 685,152 |
Cost of sales | 122,856 | 132,144 | 416,888 | 445,815 |
Gross profit | 71,103 | 73,295 | 240,018 | 239,337 |
Operating expenses: | ||||
Selling, general and administrative expenses | 72,846 | 64,869 | 215,434 | 202,731 |
Depreciation and amortization | 3,534 | 3,383 | 10,717 | 10,151 |
Total operating expenses | 76,380 | 68,252 | 226,151 | 212,882 |
Loss on sale of long-lived assets | (697) | |||
Operating (loss) income | (5,277) | 5,043 | 13,867 | 25,758 |
Costs of early extinguishment of debt | 5,121 | |||
Interest expense (income) | 1,738 | 1,853 | 5,652 | 7,423 |
Net (loss) income before income taxes | (7,015) | 3,190 | 8,215 | 13,214 |
Income tax (benefit) provision | (1,850) | 917 | 2,695 | 2,811 |
Net (loss) income | (5,165) | 2,273 | 5,520 | 10,403 |
Other comprehensive income (loss) | 6,045 | (475) | 4,942 | 879 |
Comprehensive income (loss) | 880 | 1,798 | 10,462 | 11,282 |
Parent | ||||
Operating expenses: | ||||
Equity in earnings of subsidiaries, net | (5,165) | 2,273 | 5,520 | 10,403 |
Net (loss) income | (5,165) | 2,273 | 5,520 | 10,403 |
Other comprehensive income (loss) | 6,045 | (475) | 4,942 | 879 |
Comprehensive income (loss) | 880 | 1,798 | 10,462 | 11,282 |
Guarantors | ||||
Revenues: | ||||
Net sales | 162,185 | 174,315 | 556,327 | 586,515 |
Royalty income | 5,230 | 5,495 | 17,505 | 15,693 |
Total revenues | 167,415 | 179,810 | 573,832 | 602,208 |
Cost of sales | 107,489 | 118,154 | 368,194 | 399,813 |
Gross profit | 59,926 | 61,656 | 205,638 | 202,395 |
Operating expenses: | ||||
Selling, general and administrative expenses | 63,475 | 55,570 | 187,269 | 172,690 |
Depreciation and amortization | 3,220 | 3,096 | 9,687 | 9,258 |
Total operating expenses | 66,695 | 58,666 | 196,956 | 181,948 |
Loss on sale of long-lived assets | (697) | |||
Operating (loss) income | (6,769) | 2,990 | 8,682 | 19,750 |
Costs of early extinguishment of debt | 5,121 | |||
Interest expense (income) | 1,756 | 1,857 | 5,691 | 7,363 |
Net (loss) income before income taxes | (8,525) | 1,133 | 2,991 | 7,266 |
Income tax (benefit) provision | (2,189) | 344 | 836 | 908 |
Net (loss) income | (6,336) | 789 | 2,155 | 6,358 |
Other comprehensive income (loss) | 8,142 | 135 | 8,452 | 405 |
Comprehensive income (loss) | 1,806 | 924 | 10,607 | 6,763 |
Non-Guarantors | ||||
Revenues: | ||||
Net sales | 23,113 | 22,132 | 73,187 | 72,827 |
Royalty income | 3,431 | 3,497 | 9,887 | 10,117 |
Total revenues | 26,544 | 25,629 | 83,074 | 82,944 |
Cost of sales | 15,367 | 13,990 | 48,694 | 46,002 |
Gross profit | 11,177 | 11,639 | 34,380 | 36,942 |
Operating expenses: | ||||
Selling, general and administrative expenses | 9,371 | 9,299 | 28,165 | 30,041 |
Depreciation and amortization | 314 | 287 | 1,030 | 893 |
Total operating expenses | 9,685 | 9,586 | 29,195 | 30,934 |
Operating (loss) income | 1,492 | 2,053 | 5,185 | 6,008 |
Interest expense (income) | (18) | (4) | (39) | 60 |
Net (loss) income before income taxes | 1,510 | 2,057 | 5,224 | 5,948 |
Income tax (benefit) provision | 339 | 573 | 1,859 | 1,903 |
Net (loss) income | 1,171 | 1,484 | 3,365 | 4,045 |
Other comprehensive income (loss) | (2,097) | (610) | (3,510) | 474 |
Comprehensive income (loss) | (926) | 874 | (145) | 4,519 |
Eliminations | ||||
Operating expenses: | ||||
Equity in earnings of subsidiaries, net | 5,165 | (2,273) | (5,520) | (10,403) |
Net (loss) income | 5,165 | (2,273) | (5,520) | (10,403) |
Other comprehensive income (loss) | (6,045) | 475 | (4,942) | (879) |
Comprehensive income (loss) | $ (880) | $ (1,798) | $ (10,462) | $ (11,282) |
Condensed Consolidating State77
Condensed Consolidating Statement of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
May 02, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
NET CASH PROVIDED BY OPERATING ACTIVITIES: | $ 37,241 | $ 18,638 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (9,334) | (9,837) | |
Purchase of investments | (12,467) | (8,230) | |
Proceeds from investment maturities | 9,341 | 17,845 | |
Proceeds on sale of intangible assets | $ 2,500 | 2,500 | |
Proceeds from note receivable | 250 | 250 | |
Net cash provided by (used in) investing activities | (12,210) | 2,528 | |
Net cash provided by (used in) investing activities | (12,210) | 2,528 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on senior subordinated notes | (100,000) | ||
Borrowings from senior credit facility | 250,012 | 330,644 | |
Payments on senior credit facility | (273,933) | (270,023) | |
Payments on real estate mortgages | (634) | (615) | |
Payments on capital leases | (196) | (137) | |
Deferred financing fees | (574) | ||
Purchase of treasury stock | (2,151) | ||
Proceeds from exercise of stock options | 5 | 1,408 | |
Net cash used in financing activities | (26,897) | (39,297) | |
Effect of exchange rate changes on cash and cash equivalents | (212) | 600 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,078) | (17,531) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 43,547 | 31,902 | 43,547 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 29,824 | 26,016 | |
Parent | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
NET CASH PROVIDED BY OPERATING ACTIVITIES: | 1,155 | 382 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Intercompany transactions | 1,203 | 97,610 | |
Net cash provided by (used in) investing activities | 1,203 | 97,610 | |
Net cash provided by (used in) investing activities | 1,203 | 97,610 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on senior subordinated notes | (100,000) | ||
Purchase of treasury stock | (2,151) | ||
Proceeds from exercise of stock options | 5 | 1,408 | |
Net cash used in financing activities | (2,146) | (98,592) | |
Effect of exchange rate changes on cash and cash equivalents | (212) | 600 | |
Guarantors | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
NET CASH PROVIDED BY OPERATING ACTIVITIES: | 32,968 | 15,691 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (8,292) | (8,913) | |
Proceeds on sale of intangible assets | 2,500 | ||
Net cash provided by (used in) investing activities | (8,292) | (6,413) | |
Net cash provided by (used in) investing activities | (8,292) | (6,413) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings from senior credit facility | 250,012 | 330,644 | |
Payments on senior credit facility | (273,933) | (270,023) | |
Payments on real estate mortgages | (634) | (615) | |
Payments on capital leases | (196) | (137) | |
Deferred financing fees | (574) | ||
Intercompany transactions | 3,539 | (96,096) | |
Net cash used in financing activities | (21,212) | (36,801) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,464 | (27,523) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 30,055 | 775 | 30,055 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 4,239 | 2,532 | |
Non-Guarantors | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
NET CASH PROVIDED BY OPERATING ACTIVITIES: | 5,824 | 2,565 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of property and equipment | (1,042) | (924) | |
Purchase of investments | (12,467) | (8,230) | |
Proceeds from investment maturities | 9,341 | 17,845 | |
Proceeds from note receivable | 250 | 250 | |
Net cash provided by (used in) investing activities | (3,918) | 8,941 | |
Net cash provided by (used in) investing activities | (3,918) | 8,941 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Dividends paid to stockholder | (2,706) | ||
Intercompany transactions | (4,530) | (2,114) | |
Net cash used in financing activities | (7,236) | (2,114) | |
Effect of exchange rate changes on cash and cash equivalents | (212) | 600 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (5,542) | 9,992 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | $ 13,492 | 31,127 | 13,492 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 25,585 | 23,484 | |
Eliminations | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
NET CASH PROVIDED BY OPERATING ACTIVITIES: | (2,706) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Intercompany transactions | (1,203) | (97,610) | |
Net cash provided by (used in) investing activities | (1,203) | (97,610) | |
Net cash provided by (used in) investing activities | (1,203) | (97,610) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Dividends paid to stockholder | 2,706 | ||
Intercompany transactions | 991 | 98,210 | |
Net cash used in financing activities | 3,697 | 98,210 | |
Effect of exchange rate changes on cash and cash equivalents | $ 212 | $ (600) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event - Mortgages | 1 Months Ended |
Nov. 30, 2016USD ($) | |
Miami Facility | |
Subsequent Event [Line Items] | |
Mortgage Loan | $ 21,700,000 |
Mortgage loan, maturity date | Nov. 22, 2026 |
Mortgage loan, interest rate | 3.715% |
Monthly payments of principal and interest | $ 112,000 |
Maturity Period, based on Amortization | 25 years |
Tampa Facility | |
Subsequent Event [Line Items] | |
Mortgage Loan | $ 13,200,000 |
Mortgage loan, maturity date | Nov. 22, 2026 |
Mortgage loan, interest rate | 3.715% |
Monthly payments of principal and interest | $ 68,000 |
Maturity Period, based on Amortization | 25 years |