8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2006

PERRY ELLIS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida	0-21764	59-1162998
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3000 N.W. 107th Avenue
Miami, Florida	33172
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (305) 592-2830

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 21, 2006, Perry Ellis International, Inc. (the “Company”) issued a press release to report its results for its third quarter ended October 31, 2006. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

As provided in General Instruction B.2 of SEC Form 8-K, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 8.01 Other Events

On November 21, 2006, the Company announced that it will effect a 3-for-2 common stock split effected in the form of a 50% stock dividend payable on December 29, 2006 to stockholders of record as of December 12, 2006.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.
	Not Applicable.
(b)	Pro Forma Financial Information (unaudited).
	Not Applicable.
(c)	Exhibits.
	99.1    Perry Ellis International, Inc. Press Release dated November 21, 2006.
	99.2    Perry Ellis International, Inc. Press Release dated November 21, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERRY ELLIS INTERNATIONAL, INC.
Date: November 21, 2006	By:	/s/ George Pita
	Name:	George Pita
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Perry Ellis International, Inc. Press Release dated November 21, 2006.
99.2	Perry Ellis International, Inc. Press Release dated November 21, 2006

EX-99.1

Exhibit 99.1

Perry Ellis International Reports 3rd Quarter Fiscal 2007 Results

• Reports third quarter earnings of $0.80 per fully diluted share, ahead of management’s plan. Strong gross profit margin and EBITDA margin improvement

• Annual Fiscal 2007 revenue view of $840 - $850 million, confirms previously announced proforma earnings range of $2.30 - $2.40 per fully diluted share

• Announces 3-for-2 stock split effected in the form of a stock dividend payable December 29,2006

MIAMI—(BUSINESS WIRE)—Nov. 21, 2006—Perry Ellis International, Inc. (NASDAQ:PERY): Perry Ellis International, Inc. (NASDAQ:PERY) today reported results for the third quarter ended October 31, 2006 (“third quarter of fiscal 2007”), which included total revenues of $213.2 million, compared to $220.0 million, a 3.1% decline from the comparable period a year ago. The decline in total revenues during the quarter was anticipated as a part of management’s fiscal 2007 plan and is primarily attributable to the final impacts of retailer consolidation and elimination of certain private label sportswear programs. Total revenues for the nine month period ended October 31, 2006 were $598.3 million, compared to $635.5 million, a 5.9% decline versus the comparable period last year.

For the third quarter of fiscal 2007, net earnings were $8.2 million compared to $8.1 million for the comparable quarter last year and per share results were equal to last year at $0.80 per fully diluted share. Third quarter earnings were above last year’s levels as improved gross profit margin performance and lower interest costs offset the impact of lower total revenues. Additionally, the third quarter of fiscal 2007 results include expenses of $0.02 per share for the adoption of Statement of Financial Accounting Standards (“SFAS”) 123R requiring the expensing of stock options. These costs are not reflected in prior year results.

Overall third quarter results were ahead of management’s previously announced plans, and included a 200 basis point improvement in gross profit margin and a 29 basis point improvement in EBITDA margin.

For the nine months ended October 31, 2006, earnings were $1.14 per fully diluted share compared to earnings of $1.45 per fully diluted share for the comparable period last year. However, proforma earnings for nine months of fiscal 2007 were $1.33 per fully diluted share. Proforma results exclude the impact of $3.0 million in debt extinguishment costs ($0.19 per fully diluted share) incurred as a result of the March 2006 repayment of the Company’s $57 million senior secured notes.

The Company believes that proforma results provide a more meaningful comparison of financial performance. A table showing the reconciliation of actual to proforma earnings per share results is attached. Additionally, both proforma and reported earnings per share results for the nine months of fiscal 2007 include expenses of $0.06 per share related to the adoption of SFAS 123R, requiring the expensing of stock options. These costs are not reflected in prior year results.

Looking forward for the balance of fiscal 2007, Perry Ellis indicated it anticipates annual revenue in the range of $840—$850 million, and confirmed it’s previously announced proforma earnings view range of $2.30—$2.40 per fully diluted share.

In a separate release today Perry Ellis International also reported a 3-for-2 stock split effected in the form of a stock dividend payable on December 29, 2006 to stockholders of record as of December 12, 2006. All earnings per share references in this release do not include the impact of the stock dividend.

George Feldenkreis, Chairman and Chief Executive Officer commented: “We are pleased with our strong gross profit margin improvement both during the third quarter and on a year to date basis. This is a consequence of our products continuing to perform exceptionally well at retail, as well as improved production planning and sourcing. We are also pleased to announce a 3-for-2 stock split which reflects the confidence we have in our future business growth.”

Oscar Feldenkreis, Vice-Chairman, President and Chief Operating Officer stated: “Third quarter results reflect the end of the impact of retail consolidation and other factors that have impacted top line growth. We are well positioned for record sales and gross margins in our upcoming fourth quarter with our diversified growth platforms including swim, outerwear, Perry Ellis sportswear, international and direct retail. We expect these and other growth platforms to continue to show strong growth as we enter fiscal 2008.”

About Perry Ellis International

Perry Ellis International, Inc. is a leading designer, distributor and licensor of a broad line of high quality men’s and women’s apparel, accessories, and fragrances. The company’s collection of dress and casual shirts, golf sportswear, sweaters, dress and casual pants and shorts, jeans wear, active wear and men’s and women’s swimwear is available through all major levels of retail distribution. The company, through its wholly owned subsidiaries, owns a portfolio of nationally and internationally recognized brands including Perry Ellis(R), Jantzen(R), Cubavera(R), Munsingwear(R), Savane(R), Original Penguin(R), Grand Slam(R), Natural Issue(R), Pro Player(R), the Havanera Co.(R), Axis(R), Tricots St. Raphael(R), Gotcha(R), Girl Star(R) and MCD(R). The company enhances its roster of brands by licensing trademarks from third parties including Dockers(R) for outerwear, Nike(R) and JAG(R) for swimwear, and PING(R) and PGA TOUR(R) for golf apparel. Additional information on the company is available at http://www.pery.com.

Safe Harbor Statement

We caution readers that the forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as “anticipate,” “could,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “plan,” “envision,” “continue,” “intend,” “target,” “contemplate,” or “will” and similar words or phrases or comparable terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which are beyond our control. These factors include: general economic conditions, a significant decrease in business from or loss of any of our major customers or programs, anticipated and unanticipated trends and conditions in our industry, including the impact of recent or future retail and wholesale consolidation, the effectiveness of our planned advertising, marketing and promotional campaigns, our ability to contain costs, disruptions in the supply chain, our future capital needs and our ability to obtain financing, our ability to integrate acquired businesses, trademarks, tradenames and licenses, our ability to predict consumer preferences and changes in fashion trends and consumer acceptance of both new designs and newly introduced products, the termination or non-renewal of any material license agreements to which we are a party, changes in the costs of raw materials, labor and advertising, our ability to carry out growth strategies including expansion in international and direct to consumer retail markets, the level of consumer spending for apparel and other merchandise, our ability to compete, exposure to foreign currency risk and interest rate risk, possible disruption in commercial activities due to terrorist activity and armed conflict, and other factors set forth in Perry Ellis International’s filings with the Securities and Exchange Commission. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in Perry Ellis’ filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which are valid only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise.

CONTACT: Perry Ellis International Investor Relations:

Francisco G. Hoffmann, 305-873-1488

SOURCE: Perry Ellis International

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

SELECTED FINANCIAL DATA (UNAUDITED)

(amounts in 000’s, except per share information)

INCOME STATEMENT DATA:

	Three Months Ended October 31,				Nine Months Ended October 31,
	2006		2005		2006		2005
Revenues
Net sales	$	207,794	$	214,665	$	581,747	$	619,357
Royalty income		5,445		5,290		16,512		16,182
Total revenues		213,239		219,955		598,259		635,539
Cost of sales		140,781		149,595		401,506		438,414
Gross profit		72,458		70,360		196,753		197,125
Operating expenses
Selling, general and administrative expenses		51,746		49,648		151,514		150,754
Depreciation and amortization		2,900		2,436		8,350		6,899
Total operating expenses		54,646		52,084		159,864		157,653
Operating income		17,812		18,276		36,889		39,472
Costs on early extinguishment of debt		—		—		2,963		—
Interest expense		5,000		5,621		15,650		16,402
Income before minority interest and income taxes		12,812		12,655		18,276		23,070
Minority interest		92		59		236		427
Income tax provision		4,479		4,503		6,342		8,063
Net income	$	8,241	$	8,093	$	11,698	$	14,580
Net income per share
Basic	$	0.85	$	0.85	$	1.21	$	1.53
Diluted	$	0.80	$	0.80	$	1.14	$	1.45
Weighted average number of shares outstanding
Basic		9,692		9,471		9,645		9,516
Diluted		10,360		10,090		10,218		10,039

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

SELECTED FINANCIAL DATA (UNAUDITED)

(amounts in 000’s)

BALANCE SHEET DATA:

	As of
	October 31, 2006		January 31, 2006
Assets
Current assets:
Cash and cash equivalents	$	5,239	$	9,412
Accounts receivable, net		140,774		152,529
Inventories, net		126,386		126,413
Other current assets		17,406		16,239
Total current assets		289,805		304,593
Property and equipment, net		70,353		66,592
Intangible assets, net		183,096		183,090
Other assets		11,868		15,739
Total assets	$	555,122	$	570,014
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	38,687	$	51,763
Accrued expenses and other liabilities		20,883		16,441
Accrued interest		2,278		6,743
Unearned revenues		1,613		1,096
Total current liabilities		63,461		76,043
Long term liabilities:
Senior subordinated notes payable		149,037		148,914
Senior secured notes payable		—		56,923
Senior credit facility		65,126		40,391
Real estate mortgage		26,731		12,336
Deferred pension obligation		13,721		13,721
Lease payable long term		283		452
Total long term liabilities		254,898		272,737
Total liabilities		318,359		348,780
Minority interest		2,090		1,854
Stockholders’ equity
Preferred stock		—		—
Common stock		98		96
Additional paid in capital		92,878		90,084
Retained earnings		140,677		128,979
Accumulated other comprehensive income		1,020		221
Total stockholders’ equity		234,673		219,380
Total liabilities and stockholders’ equity	$	555,122	$	570,014
		.
	$	—	$	—

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF NET INCOME TO EBITDA (1)

(UNAUDITED)

(amounts in 000’s)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2006			2005			2006			2005
Net income as reported	$	8,241		$	8,093		$	11,698		$	14,580
Plus:
Depreciation and amortization		2,900			2,436			8,350			6,899
Interest expense		5,000			5,621			15,650			16,402
Costs on early extinguishment of debt		—			—			2,963			—
Minority interest		92			59			236			427
Income tax provision		4,479			4,503			6,342			8,063
EBITDA	$	20,712		$	20,712		$	45,239		$	46,371
Total revenues	$	213,239		$	219,955		$	598,259		$	635,539
EBITDA margin percentage of revenues		9.71	%		9.42	%		7.56	%		7.30	%

(1) EBITDA consists of earnings before interest, costs on early extinguishment of debt, taxes, depreciation, amortization and minority interest. EBITDA is not a measurement of financial performance under accounting principles generally accepted in the United States of America, and does not represent cash flow from operations. EBITDA is presented solely as a supplemental disclosure because management believes that it is a common measure of operating performance in the apparel industry.

PERRY ELLIS INTERNATIONAL, INC. AND SUBSIDIARIES

RECONCILIATION OF DILUTED EARNINGS PER SHARE TO PROFORMA DILUTED EARNINGS PER SHARE (2)

(UNAUDITED)

	Three Months Ended October 31,				Nine Months Ended October 31,
	2006		2005		2006		2005
Diluted earnings per share view	$	0.80	$	0.80	$	1.14	$	1.45
Plus:
Effect of debt extinguishment costs, net of tax effect	$	—	$	—	$	0.19	$	—
Proforma diluted earnings per share view	$	0.80	$	0.80	$	1.33	$	1.45

(2) Proforma diluted earnings per share for the nine months ended October 31, 2006, consists of diluted earnings per share excluding the effect of approximately $3.0 million ($1.9 million, net of taxes) for debt extinguishment costs related to the call of our $57 million senior secured notes. Proforma diluted earnings per share is not a measurement of financial performance under generally accepted accounting principles. Accordingly, you should not regard this figure as an alternative to actual diluted earnings per share. Proforma diluted earnings per share is presented solely as a supplemental disclosure.

Additionally, proforma diluted earnings per share and diluted earnings per share for the three and nine months ended October 2006 include expenses of $0.02 and $0.06 per share, respectively related to the adoption of SFAS 123R, which requires the expensing of stock options. Such expense was not recognized in the prior period as SFAS 123R was implemented on February 1, 2006.

EX-99.2

Exhibit 99.2

Perry Ellis International announces a 3-for-2 common stock split

MIAMI—(BUSINESS WIRE)—Nov. 21, 2006—Perry Ellis International, Inc. (NASDAQ:PERY): Perry Ellis International Inc. (NASDAQ:PERY) announced today that its Board of Directors approved a 3-for-2 common stock split effected in the form of a 50% stock dividend payable on December 29, 2006 to stockholders of record as of December 12, 2006.

“This stock split reflects our continued confidence in the long term outlook for Perry Ellis International and will increase tradable shares and result in a market price that should be attractive to a broader group of investors” said George Feldenkreis, Chairman and Chief Executive Officer.

About Perry Ellis International

Perry Ellis International, Inc. is a leading designer, distributor and licensor of a broad line of high quality men’s and women’s apparel, accessories, and fragrances. The company’s collection of dress and casual shirts, golf sportswear, sweaters, dress and casual pants and shorts, jeans wear, active wear and men’s and women’s swimwear is available through all major levels of retail distribution. The company, through its wholly owned subsidiaries, owns a portfolio of nationally and internationally recognized brands including Perry Ellis(R), Jantzen(R), Cubavera(R), Munsingwear(R), Savane(R), Original Penguin(R), Grand Slam(R), Natural Issue(R), Pro Player(R), the Havanera Co.(R), Axis(R), Tricots St. Raphael(R), Gotcha(R), Girl Star(R) and MCD(R). The company enhances its roster of brands by licensing trademarks from third parties including Dockers(R) for outerwear, Nike(R) and JAG(R) for swimwear, and PING(R) and PGA TOUR(R) for golf apparel. Additional information on the company is available at http://www.pery.com.

Safe Harbor Statement

We caution readers that the forward-looking statements (statements which are not historical facts) in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations rather than historical facts and they are indicated by words or phrases such as “anticipate,” “could,” “may,” “might,” “potential,” “predict,” “should,” “estimate,” “expect,” “project,” “believe,” “plan,” “envision,” “continue,” “intend,” “target,” “contemplate,” or “will” and similar words or phrases or comparable terminology. We have based such forward-looking statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, many of which

are beyond our control. These factors include: general economic conditions, a significant decrease in business from or loss of any of our major customers or programs, anticipated and unanticipated trends and conditions in our industry, including the impact of recent or future retail and wholesale consolidation, the effectiveness of our planned advertising, marketing and promotional campaigns, our ability to contain costs, disruptions in the supply chain, our future capital needs and our ability to obtain financing, our ability to integrate acquired businesses, trademarks, tradenames and licenses, our ability to predict consumer preferences and changes in fashion trends and consumer acceptance of both new designs and newly introduced products, the termination or non-renewal of any material license agreements to which we are a party, changes in the costs of raw materials, labor and advertising, our ability to carry out growth strategies including expansion in international and direct to consumer retail markets, the level of consumer spending for apparel and other merchandise, our ability to compete, exposure to foreign currency risk and interest rate risk, possible disruption in commercial activities due to terrorist activity and armed conflict, and other factors set forth in Perry Ellis International’s filings with the Securities and Exchange Commission. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including those risks and uncertainties detailed in Perry Ellis’ filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which are valid only as of the date they were made. We undertake no obligation to update or revise any forward-looking statements to reflect new information or the occurrence of unanticipated events or otherwise.

CONTACT: Perry Ellis International Investor Relations:

Francisco G. Hoffmann, 305-873-1488

SOURCE: Perry Ellis International