SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the Quarterly Period Ended April 30, 2003 |
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 0-21764
PERRY ELLIS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
| Florida | 59-1162998 | |
| (State or other jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 3000 N.W. 107 Avenue Miami, Florida | 33172 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (305) 592-2830
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of the registrants common stock is 6,500,076 (as of June 12, 2003).
PERRY ELLIS INTERNATIONAL, INC.
| PAGE | ||||
| PART I: FINANCIAL INFORMATION |
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| Item 1: |
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| Consolidated Balance Sheets as of April 30, 2003 (Unaudited) and January 31, 2003 |
1 | |||
| Consolidated Statements of Income (Unaudited) for the three months ended April 30, 2003 and 2002 |
2 | |||
| Consolidated Statements of Cash Flows (Unaudited) for the three months ended April 30, 2003 and 2002 |
3 | |||
| 4 | ||||
| Item 2: |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
19 | ||
| Item 3: |
27 | |||
| Item 4: |
28 | |||
| 29 | ||||
| 30 | ||||
| 31 | ||||
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| April 30, 2003 |
January 31, 2003 |
||||||
| ASSETS |
|||||||
| Current Assets: |
|||||||
| Cash and cash equivalents |
$ | 1,518,310 | $ | 4,683,177 | |||
| Accounts receivable, net |
97,132,008 | 79,489,739 | |||||
| Inventories, net |
45,588,454 | 51,306,474 | |||||
| Deferred income taxes |
2,769,086 | 2,957,765 | |||||
| Prepaid income taxes |
| 3,361,650 | |||||
| Other current assets |
5,755,882 | 4,104,767 | |||||
| Total current assets |
152,763,740 | 145,903,572 | |||||
| Property and equipment, net |
31,079,085 | 31,048,876 | |||||
| Intangible assets, net |
142,186,062 | 142,186,062 | |||||
| Other |
12,163,614 | 12,098,835 | |||||
| TOTAL |
$ | 338,192,501 | $ | 331,237,345 | |||
| LIABILITIES & STOCKHOLDERS' EQUITY |
|||||||
| Current Liabilities: |
|||||||
| Accounts payable |
$ | 9,057,672 | $ | 12,820,168 | |||
| Accrued expenses |
5,286,676 | 5,058,748 | |||||
| Accrued interest payable |
1,163,015 | 4,674,929 | |||||
| Unearned revenues |
1,592,348 | 1,994,554 | |||||
| Other current liabilities |
974,689 | 1,457,422 | |||||
| Total current liabilities |
18,074,400 | 26,005,821 | |||||
| Senior subordinated notes payable, net |
99,332,637 | 99,180,580 | |||||
| Senior secured notes payable, net |
61,282,101 | 60,729,796 | |||||
| Senior credit facility |
30,841,228 | 22,922,287 | |||||
| Real estate mortgage |
11,600,000 | 11,600,000 | |||||
| Deferred income tax |
10,432,897 | 10,694,595 | |||||
| Total long-term liabilities |
213,488,863 | 205,127,258 | |||||
| Total liabilities |
231,563,263 | 231,133,079 | |||||
| Commitments and Contingencies |
|||||||
| Minority Interest |
748,957 | 702,480 | |||||
| Stockholders' Equity: |
|||||||
| Preferred stock $.01 par value; 1,000,000 shares authorized; no shares issued or outstanding |
| | |||||
| Common stock $.01 par value; 30,000,000 shares authorized; 6,500,076 shares issued and outstanding as of April 30, 2003 and 6,425,641 shares issued and outstanding as of January 31, 2003 |
65,001 | 64,257 | |||||
| Additional paid-in-capital |
27,887,923 | 27,198,094 | |||||
| Retained earnings |
77,810,550 | 72,182,529 | |||||
| Accumulated other comprehensive income |
116,807 | (43,094 | ) | ||||
| Total stockholders' equity |
105,880,281 | 99,401,786 | |||||
| TOTAL |
$ | 338,192,501 | $ | 331,237,345 | |||
See Notes to Unaudited Consolidated Financial Statements
1
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Three Months Ended April 30, | ||||||
| 2003 |
2002 | |||||
| Revenues |
||||||
| Net sales |
$ | 101,866,844 | $ | 78,619,092 | ||
| Royalty income |
6,411,177 | 6,076,793 | ||||
| Total revenues |
108,278,021 | 84,695,885 | ||||
| Cost of sales |
71,545,115 | 57,932,099 | ||||
| Gross profit |
36,732,906 | 26,763,786 | ||||
| Operating expenses |
||||||
| Selling, general and administrative expenses |
21,609,413 | 14,510,386 | ||||
| Depreciation and amortization |
1,112,011 | 659,738 | ||||
| Total operating expenses |
22,721,424 | 15,170,124 | ||||
| Operating income |
14,011,482 | 11,593,662 | ||||
| Interest expense |
4,963,311 | 3,866,731 | ||||
| Income before minority interest and income taxes |
9,048,171 | 7,726,931 | ||||
| Minority interest |
46,477 | 32,020 | ||||
| Income taxes |
3,373,673 | 2,928,711 | ||||
| Net income |
$ | 5,628,021 | $ | 4,766,200 | ||
| Net income per share |
||||||
| Basic |
$ | 0.87 | $ | 0.75 | ||
| Diluted |
$ | 0.80 | $ | 0.75 | ||
| Weighted average number of shares outstanding |
||||||
| Basic |
6,451,193 | 6,325,674 | ||||
| Diluted |
7,029,014 | 6,391,139 | ||||
See Notes to Unaudited Consolidated Financial Statements
2
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Three Months Ended April 30, |
||||||||
| 2003 |
2002 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 5,628,021 | $ | 4,766,200 | ||||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
| Depreciation and amortization |
850,737 | 502,162 | ||||||
| Amortization of debt issue cost |
279,085 | 189,169 | ||||||
| Amortization of bond discount |
91,385 | 74,589 | ||||||
| Minority interest |
46,477 | 32,020 | ||||||
| Other |
111,888 | 12,628 | ||||||
| Changes in operating assets and liabilities (net of effects of acquisition transaction): |
||||||||
| Accounts receivable, net |
(17,642,269 | ) | (17,947,365 | ) | ||||
| Inventories |
5,718,020 | 10,815,158 | ||||||
| Other current assets and prepaid income taxes |
1,637,516 | 186,734 | ||||||
| Other assets |
263,121 | (1,673,546 | ) | |||||
| Accounts payable and accrued expenses |
(3,534,568 | ) | 213,988 | |||||
| Income taxes payable |
| 515,525 | ||||||
| Accrued interest payable |
(3,511,914 | ) | (2,555,087 | ) | ||||
| Other current liabilities and unearned revenues |
(884,939 | ) | 320,866 | |||||
| Net cash used in operating activities |
(10,947,440 | ) | (4,546,959 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Purchase of property and equipment |
(874,954 | ) | (831,473 | ) | ||||
| Payment on purchase of intangible assets |
| (12,218 | ) | |||||
| Payment for acquired businesses |
| (25,050,474 | ) | |||||
| Net cash used in investing activities: |
(874,954 | ) | (25,894,165 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Net borrowings (payments) from senior credit facility |
7,918,941 | (21,756,094 | ) | |||||
| Net proceeds from senior secured notes |
| 55,589,250 | ||||||
| Proceeds from exercise of stock options |
690,573 | 316,184 | ||||||
| Net cash provided by financing activities: |
8,609,514 | 34,149,340 | ||||||
| Effect of exchange rate changes on cash and cash equivalents |
48,013 | 9,044 | ||||||
| NET (DECREASE)/INCREASE IN CASH |
(3,164,867 | ) | 3,717,260 | |||||
| CASH AT BEGINNING OF YEAR |
4,683,177 | 1,303,978 | ||||||
| CASH AT END OF PERIOD |
$ | 1,518,310 | $ | 5,021,238 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
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| Cash paid during the period for: |
||||||||
| Interest |
$ | 7,329,008 | $ | 6,634,281 | ||||
| Income taxes |
$ | 4,625 | $ | 2,422,500 | ||||
| NON-CASH FINANCING AND INVESTING ACTIVITIES: |
||||||||
| Change in fair value of mark-to-market interest rate swap/option |
$ | 51,914 | $ | 1,188,684 | ||||
See Notes to Unaudited Consolidated Financial Statements
3
PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL
The accompanying unaudited 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 (GAAP) for interim financial information and in accordance with the requirements of 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. These consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and related notes included in the Companys Annual Report on Form 10-K for the year ended January 31, 2003. Certain amounts in the prior period have been reclassified to conform to the current periods presentation.
In our opinion, the information presented reflects all adjustments, all of which are 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.
2. INVENTORIES
Inventories are stated at the lower of cost (moving average cost) or market. Cost principally consists of the purchase price, customs, duties, freight, insurance and commissions to buying agents.
3. LETTER OF CREDIT FACILITIES
Borrowings and availability under letter of credit facilities consist of the following as of:
| April 30, 2003 |
January 31, 2003 |
|||||||
| Total letter of credit facilities |
$ | 62,599,834 | $ | 54,453,386 | ||||
| Outstanding letters of credit |
(17,938,043 | ) | (31,966,591 | ) | ||||
| Total credit available |
$ | 44,661,791 | $ | 22,486,795 | ||||
4. PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed using the straight-line method over the shorter of the lease term or estimated useful lives of the improvements. The useful lives range from three to thirty-nine years:
4
| Asset Class |
Avg. Useful Lives in Years | |
| Furniture, fixtures and equipment |
3-7 | |
| Vehicles |
7 | |
| Leasehold improvements |
11 | |
| Buildings |
39 |
5. INTANGIBLE ASSETS
Intangible assets primarily represent costs capitalized in connection with the acquisitions of brand names and license rights. Under Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, identifiable intangible assets with an indefinite useful life are not amortized but are tested for impairment annually on Feb 1st of each year.
6. LONG-LIVED ASSETS
Management reviews long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. If there is an indication of impairment, management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to reduce the asset to its estimated fair value. Preparation of estimated expected future cash flows is inherently subjective and is based on managements best estimate of assumptions concerning future conditions. There has not been any material impairment to long-lived assets.
7. ADVERTISING AND RELATED COSTS
The Companys accounting policy relating to advertising and related costs is to expense these costs in the period incurred. Advertising and related costs were $2.7 million and $1.4 million for the three months ended April 30, 2003 and April 30, 2002 respectively, and are included in selling, general and administrative expenses.
8. ACCOUNTING FOR STOCK BASED COMPENSATION
The Company has chosen to account for stock-based compensation to employees and non-employee members of the Board using the intrinsic value method prescribed by Accounting Principles Board Opinion ( APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. As required by SFAS No. 123, Accounting for Stock-Based Compensation, the Company presents certain pro forma and other disclosures related to stock-based compensation
5
plans as if compensation cost for options granted had been determined in accordance with the fair value provisions of SFAS No. 123.
| Three Months Ended April 30, | ||||||
| 2003 |
2002 | |||||
| Net income as reported |
$ | |||||