UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q





|(Mark One)                                              |                                                                                          
|------------------------------------------------------- | -----------------------------------------------------------------------------------------
|[x]                                                     | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|                                                       
|For the quarterly period ended March 31, 2011          
|                                                       
|[]                                                      | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                       
|For the transition period from __________ to __________
|                                                       
|                                                       
|Commission File Number 1-6370                          





|ELIZABETH ARDEN, INC.                                 
|------------------------------------------------------
|                                                      
|(Exact name of registrant as specified in its charter)



|Florida                                                        |  | 59-0914138                          
|-------------------------------------------------------------- |  | ------------------------------------
|                                                               |  |                                     
|(State or other jurisdiction of incorporation
or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               |  |                                     
|2400 S.W. 145 Avenue, Miramar, Florida                         |  | 33027                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          
|                                                               |  |                                     
|(954) 364-6900                                                
|                                                               |  |                                     
|(Registrant's telephone number, including area code)          



|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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  [  ]      No  [  ]
|                                                                                                                                                                                                                                                                                                                                                                                                                    
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                    
|Large accelerated filer                                                                                                                                                                                                                                                                                                                                                                                             
|Non-accelerated filer                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                    
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  [  ]      No  [X]                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                    
|Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:                                                                                                                                                                                                                                                                                       



|Class                                  |  | Outstanding at
April 27, 2011
|-------------------------------------- |  | -----------------------------
|                                       |  |                              
|Common Stock, $.01 par value per share |  | 29,030,350                   





---

ELIZABETH ARDEN, INC.



INDEX TO FORM 10-Q







|PART I        |  | FINANCIAL INFORMATION                                                                                            |  |         
|------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --------
|              |  |                                                                                                                  |  |         
|Item 1.       |  | Financial Statements                                                                                             |  | Page No.
|              |  |                                                                                                                  |  |         
|              |  | Unaudited Consolidated Balance Sheets -- March 31, 2011  and June 30, 2010                                       |  | 3       
|              |  |                                                                                                                  |  |         
|              |  | Unaudited Consolidated Statements of Operations -- Three and nine months ended March 31, 2011 and March 31, 2010 |  | 4       
|              |  |                                                                                                                  |  |         
|              |  | Unaudited Consolidated Statement of Shareholders' Equity -- Nine months ended 
March 31, 2011                    |  | 5       
|              |  |                                                                                                                  |  |         
|              |  | Unaudited Consolidated Statements of Cash Flow -- Nine months ended March 31, 2011 and March 31, 2010            |  | 6       
|              |  |                                                                                                                  |  |         
|              |  | Notes to Unaudited Consolidated Financial Statements                                                             |  | 7       
|              |  |                                                                                                                  |  |         
|Item 2.       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                            |  | 18      
|              |  |                                                                                                                  |  |         
|Item 3.       |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |  | 30      
|              |  |                                                                                                                  |  |         
|Item 4.       |  | Controls and Procedures                                                                                          |  | 30      
|              |  |                                                                                                                  |  |         
|PART II       |  | OTHER INFORMATION                                                                                                |  |         
|              |  |                                                                                                                  |  |         
|Item 1A.      |  | Risk Factors                                                                                                     |  | 31      
|              |  |                                                                                                                  |  |         
|Item 2.       |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                      |  | 32      
|              |  |                                                                                                                  |  |         
|Item 6.       |  | Exhibits                                                                                                         |  | 33      
|              |  |                                                                                                                  |  |         
|Signatures    |  | 35                                                                                                              
|              |  |                                                                                                                  |  |         
|Exhibit Index |  | 36                                                                                                              

- 2 -



---



PART I      FINANCIAL INFORMATION
ITEM 1.     FINANCIAL STATEMENTS



|ELIZABETH ARDEN, INC. AND SUBSIDIARIES                 
|-------------------------------------------------------
|CONSOLIDATED BALANCE SHEETS                            
|(Unaudited)                                            
|(Amounts in thousands, except share and per share data)



|                                                          |                                                                                                                       | As of                                      |         |        
|--------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------- | -------
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       | March 31,
2011                             |         |        
|                                                          |                                                                                                                       |                                            |         |        
|ASSETS                                                    |                                                                                                                       |                                            |         |        
|Current Assets                                            |                                                                                                                       |                                            |         |        
|                                                          | Cash and cash equivalents                                                                                             |                                            | $       | 33,817 
|                                                          | Accounts receivable, net                                                                                              |                                            |         | 174,609
|                                                          | Inventories                                                                                                           |                                            |         | 289,825
|                                                          | Deferred income taxes                                                                                                 |                                            |         | 31,033 
|                                                          | Prepaid expenses and other assets                                                                                     |                                            |         | 45,355 
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       | Total current assets                       |         |        
|                                                          |                                                                                                                       |                                            |         |        
|Property and equipment, net                               |                                                                                                                       |                                            | 77,438  |        
|Exclusive brand licenses, trademarks and intangibles, net |                                                                                                                       |                                            | 186,600 |        
|Goodwill                                                  |                                                                                                                       |                                            | 21,054  |        
|Debt financing costs, net                                 |                                                                                                                       |                                            | 9,048   |        
|Deferred income taxes                                     |                                                                                                                       |                                            | 1,177   |        
|Other                                                     |                                                                                                                       |                                            | 606     |        
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       | Total assets                               |         | $      
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       |                                            |         |        
|LIABILITIES AND SHAREHOLDERS' EQUITY                      |                                                                                                                       |                                            |         |        
|Current Liabilities                                       |                                                                                                                       |                                            |         |        
|                                                          | Short-term debt                                                                                                       |                                            | $       | 8,100  
|                                                          | Accounts payable - trade                                                                                              |                                            |         | 79,529 
|                                                          | Other payables and accrued expenses                                                                                   |                                            |         | 111,709
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       | Total current liabilities                  |         |        
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       |                                            |         |        
|Long-term Liabilities                                     |                                                                                                                       |                                            |         |        
|                                                          | Long-term debt                                                                                                        |                                            |         | 250,000
|                                                          | Deferred income taxes and other liabilities                                                                           |                                            |         | 13,230 
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       | Total long-term liabilities                |         |        
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       | Total liabilities                          |         |        
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       |                                            |         |        
|Commitments and contingencies                             |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       |                                            |         |        
|Shareholders' Equity                                      |                                                                                                                       |                                            |         |        
|                                                          | Common stock, $.01 par value, 50,000,000 shares authorized; 33,381,450 and 
   31,897,303 shares issued, respectively |                                            |         | 334    
|                                                          | Additional paid-in capital                                                                                            |                                            |         | 324,574
|                                                          | Retained earnings                                                                                                     |                                            |         | 154,540
|                                                          | Treasury stock (4,353,200 and 3,632,589 shares at cost, respectively)                                                 |                                            |         | (74,871
|                                                          | Accumulated other comprehensive income (loss)                                                                         |                                            |         | 3,417  
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       | Total shareholders' equity                 |         |        
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       | Total liabilities and shareholders' equity |         | $      
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       |                                            |         |        
|                                                          |                                                                                                                       |                                            |         |        



The accompanying notes are an integral part of the unaudited consolidated financial statements.



- 3 -



---





|ELIZABETH ARDEN, INC. AND SUBSIDIARIES       
|---------------------------------------------
|CONSOLIDATED STATEMENTS OF OPERATIONS        
|(Unaudited)                                  
|(Amounts in thousands, except per share data)



|                                           |                                     |   |                  
|------------------------------------------ | ----------------------------------- | - | -----------------
|                                           | Three Months Ended                  |   | Nine Months Ended
|                                           |                                     |   |                  
|                                           | March 31, 
2011                     |   | March 31, 
2010  
|                                           |                                     |   |                  
|Net sales                                  |                                     | $ | 231,296          
|Cost of goods sold:                        |                                     |   |                  
|Cost of sales                              |                                     |   | 115,597          
|Depreciation related to cost of goods sold |                                     |   | 1,224            
|                                           |                                     |   |                  
|Total cost of goods sold                   |                                     |   | 116,821          
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|Gross profit                               |                                     |   | 114,475          
|                                           |                                     |   |                  
|Operating expenses:                        |                                     |   |                  
|                                           | Selling, general and administrative |   |                  
|                                           | Depreciation and amortization       |   |                  
|                                           |                                     |   |                  
|                                           | Total operating expenses            |   |                  
|                                           |                                     |   |                  
|Income (loss) from operations              |                                     |   | 5,516            
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|Other expense                              |                                     |   |                  
|Interest expense, net                      |                                     |   | 5,434            
|Debt extinguishment charges                |                                     |   | 6,468            
|                                           |                                     |   |                  
|Other expense, net                         |                                     |   | 11,902           
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|(Loss) income before income taxes          |                                     |   | (6,386           
|(Benefit from) provision for income taxes  |                                     |   | (3,135           
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|Net (loss) income                          |                                     | $ | (3,251           
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|Net (loss) income per common share:        |                                     |   |                  
|                                           | Basic                               |   | $                
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|                                           | Diluted                             |   | $                
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|Weighted average number of common shares:  |                                     |   |                  
|                                           | Basic                               |   |                  
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|                                           | Diluted                             |   |                  
|                                           |                                     |   |                  
|                                           |                                     |   |                  
|                                           |                                     |   |                  



The accompanying notes are an integral part of the unaudited consolidated financial statements.



- 4 -



---





|ELIZABETH ARDEN, INC. AND SUBSIDIARIES        
|----------------------------------------------
|CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
|(Unaudited)                                   
|(Amounts in thousands)                        

|                                                          |                                                      | Common Stock                                                                    |        |  | Additional
Paid-in |   |     | Retained |  |   | Treasury Stock |  |  | Accumulated
Other
Comprehensive |         |        | Total
Shareholders' | 
|--------------------------------------------------------- | ---------------------------------------------------- | ------------------------------------------------------------------------------- | ------ |  | ------------------ | - | --- | -------- |  | - | -------------- |  |  | ------------------------------- | ------- | ------ | ------------------- | 
|                                                          |                                                      | Shares                                                                          |        |  | Amount             |   |     | Capital  |  |   | Earnings       |  |  | Shares                          |         |        | Amount              | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|Balance as of July 1, 2010                                |                                                      |                                                                                 | 31,897 |  |                    | $ | 319 |          |  | $ | 297,137        |  |  | $                               | 118,946 |        |                     | 
|Issuance of common stock upon exercise of options         |                                                      |                                                                                 | 1,331  |  |                    |   | 13  |          |  |   | 19,930         |  |  |                                 |         |        |                     | 
|Issuance of restricted stock, net of forfeitures          |                                                      |                                                                                 | 95     |  |                    |   | 1   |          |  |   |                |  |  |                                 |         |        |                     | 
|Issuance of common stock for employee stock purchase plan |                                                      |                                                                                 | 58     |  |                    |   | 1   |          |  |   | 793            |  |  |                                 |         |        |                     | 
|Amortization of share-based awards                        |                                                      |                                                                                 |        |  |                    |   |     |          |  |   | 3,627          |  |  |                                 |         |        |                     | 
|Repurchase of common stock                                |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|Excess tax benefit from share-based awards                |                                                      |                                                                                 |        |  |                    |   |     |          |  |   | 3,087          |  |  |                                 |         |        |                     | 
|Comprehensive Income:                                     |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          | Net Income                                           |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         | 35,594 |                     | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          | Foreign currency translation adjustments             |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          | Disclosure of reclassification amounts, net of taxes |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          |                                                      | Unrealized hedging loss arising during the period                               |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          |                                                      | Less: reclassification adjustment for hedging losses 
   included in net income |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          |                                                      | Net unrealized cash flow hedging loss                                           |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          | Total comprehensive income                           |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         | 35,594 |                     | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|Balance as of March 31, 2011                              |                                                      |                                                                                 | 33,381 |  |                    | $ | 334 |          |  | $ | 324,574        |  |  | $                               | 154,540 |        |                     | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 
|                                                          |                                                      |                                                                                 |        |  |                    |   |     |          |  |   |                |  |  |                                 |         |        |                     | 

The accompanying notes are an integral part of the unaudited consolidated financial statements.

- 5 -



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|ELIZABETH ARDEN, INC. AND SUBSIDIARIES
|--------------------------------------
|CONSOLIDATED STATEMENTS OF CASH FLOW  
|(Unaudited)                           
|(Dollars in thousands)                



|                                                             |                                                                                       | Nine Months Ended                         |       
|------------------------------------------------------------ | ------------------------------------------------------------------------------------- | ----------------------------------------- | ------
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       | March 31,
2011                            |       
|                                                             |                                                                                       |                                           |       
|Operating Activities:                                        |                                                                                       |                                           |       
|                                                             | Net income                                                                            |                                           | $     
|                                                             | Adjustments to reconcile net income to net cash provided by operating 
   activities: |                                           |       
|                                                             | Depreciation and amortization                                                         |                                           |       
|                                                             | Amortization of senior note offering and credit facility costs                        |                                           |       
|                                                             | Amortization of share-based awards                                                    |                                           |       
|                                                             | Debt extinguishment charges                                                           |                                           |       
|                                                             | Deferred income taxes                                                                 |                                           |       
|Changes in assets and liabilities, net of acquisitions:      |                                                                                       |                                           |       
|                                                             | (Increase) decrease in accounts receivable                                            |                                           |       
|                                                             | (Increase) decrease in inventories                                                    |                                           |       
|                                                             | Decrease in prepaid expenses and other assets                                         |                                           |       
|                                                             | Decrease in accounts payable                                                          |                                           |       
|                                                             | Increase in other payables, accrued expenses and other liabilities                    |                                           |       
|                                                             | Other                                                                                 |                                           |       
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       | Net cash provided by operating activities |       
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       |                                           |       
|Investing Activities:                                        |                                                                                       |                                           |       
|                                                             | Additions to property and equipment                                                   |                                           |       
|                                                             | Acquisition of intangible and other assets                                            |                                           |       
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       | Net cash used in investing activities     |       
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       |                                           |       
|Financing Activities:                                        |                                                                                       |                                           |       
|                                                             | Payments on short-term debt                                                           |                                           |       
|                                                             | Proceeds from (payments on) long-term debt                                            |                                           |       
|                                                             | Repurchase of senior subordinated notes                                               |                                           |       
|                                                             | Payments under capital lease obligations                                              |                                           |       
|                                                             | Proceeds from the exercise of stock options                                           |                                           |       
|                                                             | Proceeds from the issuance of common stock under the employee stock
   purchase plan  |                                           |       
|                                                             | Repurchase of common stock                                                            |                                           |       
|                                                             | Financing fees paid                                                                   |                                           |       
|                                                             | Excess tax benefit from share-based awards                                            |                                           |       
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       | Net cash used in financing activities     |       
|                                                             |                                                                                       |                                           |       
|Effect of exchange rate changes on cash and cash equivalents |                                                                                       |                                           | 1,748 
|                                                             |                                                                                       |                                           |       
|Net increase in cash and cash equivalents                    |                                                                                       |                                           | 6,936 
|Cash and cash equivalents at beginning of period             |                                                                                       |                                           | 26,881
|                                                             |                                                                                       |                                           |       
|Cash and cash equivalents at end of period                   |                                                                                       | $                                         | 33,817
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       |                                           |       
|Supplemental Disclosure of Non-Cash Information:             |                                                                                       |                                           |       
|                                                             | Additions to property and equipment (not included above)                              |                                           | $     
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       |                                           |       
|                                                             |                                                                                       |                                           |       

The accompanying notes are an integral part of the unaudited consolidated financial statements.

- 6 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.    BUSINESS AND BASIS OF PRESENTATION

Elizabeth Arden, Inc. (the "Company" or "our") is a global prestige beauty products company that sells fragrances, skin care and cosmetic products to retailers in the United States and approximately 100 countries internationally.



The unaudited consolidated financial statements include the accounts of the Company's wholly-owned domestic and international subsidiaries.  All significant intercompany accounts and transactions have been eliminated in consolidation.  The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the "Commission") for interim financial information.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statement presentation and should be read in conjunction with the audited consolidated financial statements and related footnotes included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2010 (the "2010 Annual Report"), filed with the Commission.



The consolidated balance sheet of the Company as of June 30, 2010 is derived from the financial statements included in the 2010 Annual Report but does not include all disclosures required by accounting principles generally accepted in the United States.  The other consolidated financial statements presented in this quarterly report are unaudited but include all adjustments that are of a normal recurring nature that management considers necessary for the fair statement of the results for the interim periods.  Results for interim periods are not necessarily indicative of results for the full fiscal year.



Commencing July 1, 2010, the Company's operations and management reporting structure were reorganized into two reportable segments, North America and International. The portion of the Company's business operations that previously sold Elizabeth Arden fragrance, cosmetic and skin care products in prestige department stores in the United States and through the Red Door beauty salons, which was previously reported as the Company's "Other" segment, has been consolidated with the North America Fragrance segment to create the North America segment.  Effective July 1, 2010, (a) employee incentive costs are fully allocated to the North America and International segments, as applicable, and (b) restructuring costs that are not part of an announced plan are recorded in the Company's reportable segment that incurred the costs or in unallocated corporate expenses if related to corporate operations. Prior period amounts related to segment profit measures have been restated for comparison purposes.   See Note 13 for a discussion of the Company's reportable segments.



To conform to the presentation for the three and nine months ended March 31, 2011, certain reclassifications, in addition to the above, were made to the prior year's unaudited consolidated financial statements and the accompanying footnotes.





NOTE 2.    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)/COMPREHENSIVE INCOME (LOSS)

The Company's accumulated other comprehensive income (loss) shown on the accompanying consolidated balance sheets consists of foreign currency translation adjustments, which are not adjusted for income taxes since they relate to indefinite investments in non-U.S. subsidiaries, and the unrealized (losses) gains, net of taxes, related to the Company's foreign currency contracts.



The components of accumulated other comprehensive income (loss) were as follows:



|(Amounts in thousands)                              | March 31,
2011 |        |   | June 30,
2010 |   |       
|--------------------------------------------------- | -------------- | ------ | - | ------------- | - | ------
|                                                    |                |        |   |               |   |       
|Cumulative foreign currency translation adjustments | $              | 5,070  |   |               | $ | (1,839
|Unrealized hedging (losses) gains, net of taxes     |                | (1,653 | ) |               |   | 357   
|                                                    |                |        |   |               |   |       
|Accumulated other comprehensive income (loss)       | $              | 3,417  |   |               | $ | (1,482
|                                                    |                |        |   |               |   |       
|                                                    |                |        |   |               |   |       
|                                                    |                |        |   |               |   |       

The Company's comprehensive income consists of net income, foreign currency translation adjustments, which are not adjusted for income taxes since they relate to indefinite investments in non-U.S. subsidiaries, and the unrealized gains (losses), net of taxes, related to the Company's foreign currency contracts.





- 7 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The components of other comprehensive income were as follows:



|(Amounts in thousands)                           | Three Months Ended |        | Nine Months Ended
|------------------------------------------------ | ------------------ | ------ | -----------------
|                                                 |                    |        |                  
|                                                 | March 31,
2011     |        |                  
|                                                 |                    |        |                  
|Net (loss) income                                | $                  | (3,251 | )                
|Foreign currency translation adjustments         |                    | 792    |                  
|Net unrealized hedging (loss) gain, net of taxes |                    | (694   | )                
|                                                 |                    |        |                  
|Total comprehensive income                       | $                  | (3,153 | )                
|                                                 |                    |        |                  
|                                                 |                    |        |                  
|                                                 |                    |        |                  

NOTE 3.   (LOSS) INCOME PER SHARE



Basic (loss) income per share is computed by dividing the net (loss) income by the weighted average number of shares of the Company's outstanding common stock, $.01 par value per share ("Common Stock").  The calculation of net (loss) income per diluted share is similar to basic net (loss) income per share except that the denominator includes potentially dilutive Common Stock such as stock options and non-vested restricted stock.  For the three months ended March 31, 2011 and March 31, 2010, diluted loss per share equals basic loss per share as the assumed exercise of stock options, non-vested restricted stock and the assumed purchases under the employee stock purchase plan would have an anti-dilutive effect.



The following table represents the computation of net (loss) income per share:



|(Amounts in thousands, except per 
share data) |                                                                  | Three Months Ended                  |   |        | Nine Months Ended |  
|---------------------------------------------- | ---------------------------------------------------------------- | ----------------------------------- | - | ------ | ----------------- | -
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  | March 31,
2011                      |   |        | March 31,
2010    |  
|                                               |                                                                  |                                     |   |        |                   |  
|Basic                                          |                                                                  |                                     |   |        |                   |  
|                                               | Net (loss) income                                                |                                     | $ | (3,251 | )                 |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               | Weighted average shares outstanding                              |                                     |   | 28,130 |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               | Net (loss) income per basic share                                |                                     | $ | (0.12  | )                 |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|Diluted                                        |                                                                  |                                     |   |        |                   |  
|                                               | Net (loss) income                                                |                                     | $ | (3,251 | )                 |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               | Weighted average shares outstanding                              |                                     |   | 28,130 |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               | Potential common shares - treasury 
   method                    |                                     |   | --     |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               | Weighted average shares and potential 
   dilutive common shares |                                     |   | 28,130 |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  | Net (loss) income per diluted share |   | $      | (0.12             | )
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  
|                                               |                                                                  |                                     |   |        |                   |  

The following table shows the number of shares subject to option awards that were outstanding for the three and nine months ended March 31, 2011 and 2010 that were not included in the diluted net income per share calculation because to do so would have been anti-dilutive:





|                 |  | Three Months Ended |           |  | Nine Months Ended | 
|---------------- |  | ------------------ | --------- |  | ----------------- | 
|                 |  |                    |           |  |                   | 
|                 |  | March 31,
2011     |           |  | March 31,
2010    | 
|                 |  |                    |           |  |                   | 
|Number of shares |  |                    | 2,336,983 |  |                   | 
|                 |  |                    |           |  |                   | 
|                 |  |                    |           |  |                   | 
|                 |  |                    |           |  |                   | 





- 8 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 4.    RESTRUCTURING CHARGES

In fiscal 2007, the Company commenced a comprehensive review of its global business processes to re-engineer its extended supply chain, distribution, logistics and transaction processing systems. In May 2008, the Company announced a decision to accelerate the re-engineering of its extended supply chain, distribution and logistics functions, as well as the realignment of other parts of its organization to better support its new business processes.  This initiative also included a migration to a shared services model to simplify transaction processing by consolidating the Company's primary global transaction processing functions and the implementation of a new financial accounting and order processing system.  The Company refers to this initiative as the Global Efficiency Re-engineering initiative, or sometimes simply as the Initiative. As a result, the Company implemented a restructuring plan that resulted in restructuring and one-time expenses, including severance, relocation, recruiting and temporary staffing expenditures.



From inception through March 31, 2011, the Company incurred restructuring and one-time expenses relating to the Initiative totaling approximately $14.0 million before taxes, including $0.6 million for one-time expenses in the nine months ended March 31, 2011, all of which was incurred in the first half of fiscal 2011. For the three and nine months ended March 31, 2010, the Company incurred $0.9 million and $4.5 million, respectively for restructuring and one-time expenses relating to the Initiative.  The total expenses of $14.0 million from inception are composed of $7.6 million related to our Oracle system implementation and $6.4 million for Initiative--related restructuring.  The Company does not expect to incur any additional expenses related to the Initiative and the total amount from inception of $14.0 million is consistent with its original projection of $12.0 million to $14.0 million.



The following table summarizes the restructuring costs incurred since commencement of the Initiative:





|                                            |   | Nine Months |  |                     |      
|------------------------------------------- | - | ----------- |  | ------------------- | -----
|                                            |   | Ended       |  |                     |      
|                                            |   | March 31,   |  | Year Ended June 30, |      
|                                            |   |             |  |                     |      
|(Amounts in thousands)                      |   | 2011        |  | 2010                |      
|                                            |   |             |  |                     |      
|Restructuring expenses under the Initiative | $ | 335         |  | $                   | 1,878
|                                            |   |             |  |                     |      
|                                            |   |             |  |                     |      
|                                            |   |             |  |                     |      

Unrelated to the Initiative, for the nine months ended March 31, 2011, the Company incurred approximately $0.8 million of other restructuring expenses, all of which was incurred in the first half of fiscal 2011. For the three and nine months ended March 31, 2010, the Company incurred $0.3 million and $0.7 million, respectively of other restructuring expenses.



Aggregate amounts paid during the nine months ended March 31, 2011 for restructuring were $1.5 million. All of the restructuring expenses discussed above are included in selling, general and administrative expenses in the Company's consolidated statements of operations and, as described in Note 13, amounts related to the Initiative have not been attributed to any of the Company's reportable segments and are included in unallocated corporate expenses. Restructuring amounts unrelated to the Initiative are recorded in either the Company's reportable segments or in unallocated corporate expenses if related to corporate operations.  At March 31, 2011 and June 30, 2010, the Company had a restructuring liability of $0.2 million and $0.6 million, respectively.





- 9 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5.    INVENTORIES



The components of inventory were as follows:





|(Amounts in thousands) | March 31,
2011 |         | June 30,
2010
|---------------------- | -------------- | ------- | -------------
|                       |                |         |              
|Raw materials          | $              | 57,501  |              
|Work in progress       | 23,728         |         | 30,004       
|Finished goods         | 208,596        |         | 182,910      
|                       |                |         |              
|Total                  | $              | 289,825 |              
|                       |                |         |              
|                       |                |         |              
|                       |                |         |              

NOTE 6.    EXCLUSIVE BRAND LICENSES, TRADEMARKS AND INTANGIBLES, NET AND GOODWILL



The following summarizes the cost basis amortization and weighted average estimated life associated with the Company's intangible assets:





|(Amounts in thousands)                                      | March 31, 
2011                                                                                          |         | June 30, 
2010 |  | June 30, 2010
Weighted Average 
Estimated Life
|----------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | ------- | -------------- |  | ----------------------------------------------
|                                                            |                                                                                                          |         |                |  |                                               
|Elizabeth Arden brand trademarks                            | $                                                                                                        | 122,415 |                |  | $                                             
|Exclusive brand licenses and related trademarks (1)         |                                                                                                          | 86,726  |                |  |                                               
|Exclusive brand trademarks and patents (2)                  |                                                                                                          | 55,796  |                |  |                                               
|Other intangibles (3)                                       |                                                                                                          | 20,330  |                |  |                                               
|                                                            |                                                                                                          |         |                |  |                                               
|Exclusive brand licenses, trademarks and intangibles, gross |                                                                                                          | 285,267 |                |  |                                               
|                                                            |                                                                                                          |         |                |  |                                               
|Accumulated amortization:                                   |                                                                                                          |         |                |  |                                               
|Exclusive brand licenses and related trademarks             |                                                                                                          | (49,707 | )              |  |                                               
|Exclusive brand trademarks                                  |                                                                                                          | (40,730 | )              |  |                                               
|Other intangibles                                           |                                                                                                          | (8,230  | )              |  |                                               
|                                                            |                                                                                                          |         |                |  |                                               
|Exclusive brand licenses, trademarks and intangibles, net   | $                                                                                                        | 186,600 |                |  | $                                             
|                                                            |                                                                                                          |         |                |  |                                               
|                                                            |                                                                                                          |         |                |  |                                               
|                                                            |                                                                                                          |         |                |  |                                               
|                                                           
|(1)                                                         | Increase from June 30, 2010 primarily due to license agreement with John Varvatos Apparel Corp.         
|(2)                                                         | Increase from June 30, 2010 primarily due to acquisition of the PREVAGE® trademarks and related patents.
|(3)                                                         | Primarily consists of customer relationships, customer lists and non-compete agreements.                



At March 31, 2011 and June 30, 2010, the Company had goodwill of $21.1 million recorded on its consolidated balance sheets. The entire amount of the goodwill in all periods presented relates to the North America segment. The amount of goodwill recorded on the consolidated balance sheet at March 31, 2011 did not change from the prior year end balance as the Company did not record any additions or impairments during the three and nine months ended March 31, 2011.



Amortization expense was $2.2 million and $7.0 million for the three and nine months ended March 31, 2011, respectively as compared to $2.4 million and $7.3 million for the three and nine months ended March 31, 2010, respectively.  At March 31, 2011, the Company estimated annual amortization expense for its intangible assets for each of the next five fiscal years to be as shown in the following table. Future acquisitions, renewals or impairment events could cause these amounts to change.





|                         |  | (Amounts in millions)
|------------------------ |  | ---------------------
|                         |  |                      
|Remainder of fiscal 2011 |  | $2.1                 
|2012                     |  | $7.0                 
|2013                     |  | $6.1                 
|2014                     |  | $5.1                 
|2015                     |  | $4.8                 





- 10 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE 7.    SHORT-TERM DEBT



The Company has a revolving bank credit facility (the "Credit Facility") with a syndicate of banks, for which JPMorgan Chase Bank is the administrative agent, which generally provides for borrowings on a revolving basis.  In January 2011, the Credit Facility was amended to, among other things (i) reduce its size from $325 million to $300 million, with a sub-limit of $25 million for letters of credit, (ii) revise the interest rate and unused commitment fee applicable under the Credit Facility and (iii) extend its maturity from December 2012 to January 2016.  Under the terms of the Credit Facility, the Company may, at any time, increase the size of the Credit Facility up to $375 million without entering into a formal amendment requiring the consent of all of the banks, subject to the Company's satisfaction of certain conditions.



The Credit Facility is guaranteed by all of the Company's U.S. subsidiaries and is collateralized by a first priority lien on all of the Company's U.S., Canada and Puerto Rico accounts receivable and U.S. inventory. Borrowings under the Credit Facility are limited to 85% of eligible accounts receivable and 85% of the appraised net liquidation value of the Company's inventory, as determined pursuant to the terms of the Credit Facility; provided, however, that from August 15 to October 31 of each year the Company's borrowing base may be temporarily increased by up to $25 million.



The Credit Facility has only one financial maintenance covenant, which is a debt service coverage ratio that must be maintained at not less than 1.1 to 1 if average borrowing base capacity declines to less than $25 million ($35 million from September 1 through January 31). The Company's average borrowing base capacity during the quarter ended March 31, 2011, did not fall below the applicable thresholds noted above. Accordingly, the debt service coverage ratio did not apply for the quarter ended March 31, 2011.



Under the terms of the Credit Facility, the Company may pay dividends or repurchase common stock if it maintains borrowing base capacity of at least $25 million from February 1 to August 31, and at least $35 million from September 1 to January 31, after making the applicable payment.  The Credit Facility restricts the Company from incurring additional non-trade indebtedness (other than refinancings and certain small amounts of indebtedness).



Borrowings under the credit portion of the Credit Facility bear interest at a floating rate based on an "Applicable Margin" which is determined by reference to a debt service coverage ratio. At the Company's option, the Applicable Margin may be applied to either the London InterBank Offered Rate ("LIBOR") or the base rate.  The Applicable Margin charged on LIBOR loans ranges from 1.75% to 2.50% and ranges from 0.25% to 1.0% for base rate loans, except that the Applicable Margin on the first $25 million of borrowings from August 15 to October 31 of each year, while the temporary increase in the Company's borrowing base is in effect, is 1.0% higher.  The Company is required to pay an unused commitment fee ranging from 0.375% to 0.50% based on the quarterly average unused portion of the Credit Facility.



Prior to the January 2011 amendment and restatement of the Credit Facility the Applicable Margin charged on LIBOR loans ranged from 1.0% to 1.75% and was 0% for prime rate loans, except that the Applicable Margin on the first $25.0 million of borrowings from August 15 to October 15 of each year, while the temporary increase in the Company's borrowing base is in effect, was 1.0% higher.  The commitment fee on the unused portion of the Credit Facility was 0.25%.



As of March 31, 2011, the Applicable Margin was 2.25% for LIBOR loans and 0.75% for prime rate loans.  For both the nine months ended March 31, 2011 and 2010, the weighted average annual interest rate on amounts borrowed under the Credit Facility was approximately 2.2%.



At March 31, 2011, the Company had $8.1 million in outstanding borrowings and approximately $5.2 million in letters of credit outstanding under the Credit Facility, compared with $59.0 million in outstanding borrowings under the Credit Facility at June 30, 2010.  At March 31, 2011, the Company had approximately $134.1 million of eligible accounts receivable and inventories available as collateral under the Credit Facility and remaining borrowing availability of $125.7 million.  The Company classifies the Credit Facility as short-term debt on its balance sheet because it expects to reduce outstanding borrowings over the next twelve months.



In connection with the amendment of the Credit Facility, the Company recorded a $0.1 million debt extinguishment charge in the third quarter of fiscal 2011. In addition, the Company incurred and capitalized approximately $2.3 million of bank related costs in connection with the amendment of the Credit Facility. Such amounts are reflected in debt financing costs on the consolidated balance sheet.





- 11 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8.    LONG-TERM DEBT



The Company's long-term debt consisted of the following:





|(Amounts in thousands)                            |  | March 31,
2011 |         |  | June 30,
2010 |  
|------------------------------------------------- |  | -------------- | ------- |  | ------------- | -
|                                                  |  |                |         |  |               |  
|7 3/8% Senior Notes due March 2021                |  | $              | 250,000 |  |               | $
|7 3/4% Senior Subordinated Notes due January 2014 |  |                | --      |  |               |  
|Termination costs on interest rate swap, net      |  |                | --      |  |               |  
|                                                  |  |                |         |  |               |  
|Total long-term debt                              |  | $              | 250,000 |  |               | $
|                                                  |  |                |         |  |               |  
|                                                  |  |                |         |  |               |  
|                                                  |  |                |         |  |               |  



On January 21, 2011, the Company issued $250 million aggregate principal amount of 7 3/8% Senior Notes due March 2021 (the "7 3/8% Senior Notes").  Interest on the 7 3/8% Senior Notes accrues at a rate of 7.375% per annum and will be payable semi-annually on March 15 and September 15 of every year, commencing on September 15, 2011.  The 7 3/8% Senior Notes rank pari passu in right of payment to indebtedness under our Credit Facility and any other senior debt, and will rank senior to any future subordinated indebtedness; provided, however, that the 7 3/8% Senior Notes are effectively subordinated to the Credit Facility to the extent of the collateral securing the Credit Facility.  The indenture applicable to the 7 3/8% Senior Notes generally permits the Company (subject to the satisfaction of a fixed charge coverage ratio and, in certain cases, also a net income test) to incur additional indebtedness, pay dividends, purchase or redeem its common stock or redeem subordinated indebtedness.  The indenture generally limits the Company's ability to create liens, merge or transfer or sell assets.  The indenture also provides that the holders of the 7 3/8% Senior Notes have the option to require the Company to repurchase their notes in the event of a change of control involving the Company (as defined in the indenture).  The 7 3/8% Senior Notes initially will not be guaranteed by any of the Company's subsidiaries but could become guaranteed in the future by any domestic subsidiary of the Company that guarantees or incurs certain indebtedness in excess of $10 million.



Concurrently with the offering of the 7 3/8% Senior Notes, the Company commenced a cash tender offer and consent solicitation for any and all of its $220 million of outstanding 7 3/4% Senior Subordinated Notes due January 2014 (the "7 3/4% Senior Subordinated Notes").  On January 21, 2011, the Company purchased approximately $196.0 million of 7 3/4% Senior Subordinated Notes that were tendered on or before the January 20, 2011 consent date for approximately $205.5 million, including the tender offer premium and accrued interest. On January 21, 2011, the Company issued a redemption notice under the applicable indenture to redeem all of the 7 3/4% Senior Subordinated Notes that remained outstanding after the tender office expired on February 3, 2011. On February 22, 2011, the Company redeemed approximately $24.0 million of 7 3/4% Senior Subordinated Notes at an aggregate price of $24.4 million including accrued interest.



The proceeds from the issuance of the 7 3/8% Senior Notes were used to fund the purchase or redemption of the 7 3/4% Senior Subordinated Notes, as well as the fees and expenses related to the offering of the 7 3/8% Senior Notes, the tender offer and the amended Credit Facility, and to reduce borrowings under the Credit Facility.  In connection with the purchase and redemption of the 7 3/4% Senior Subordinated Notes, the Company recorded a $6.4 million debt extinguishment charge in the third quarter of fiscal 2011. The debt extinguishment charges consisted of (i) $3.3 million in redemption premiums, previously recorded in debt financing costs on the consolidated balance sheet, (ii) $1.8 million in unamortized costs, previously recorded in debt financing costs on the consolidated balance sheet, (iii) $1.1 million in unamortized swap termination costs, previously recorded in long-term debt on the consolidated balance sheet, and (iv) $0.2 million of other costs.  In addition, as part of the offering of the 7 3/8% Senior Notes, the Company incurred and capitalized approximately $6.0 million of related costs in debt financing costs on the consolidated balance sheet, which will be amortized over the life of the 7 3/8% Senior Notes.



At March 31, 2011 and June 30, 2010, the estimated fair value of the Company's 7 3/8% Senior Notes and 7 3/4% Senior Subordinated Notes using available market information and interest rates was as follows:





|(Amounts in thousands)                            |  | March 31,
2011 |         |  | June 30,
2010 |  
|------------------------------------------------- |  | -------------- | ------- |  | ------------- | -
|                                                  |  |                |         |  |               |  
|7 3/8% Senior Notes due March 2021                |  | $              | 262,175 |  |               | $
|7 3/4% Senior Subordinated Notes due January 2014 |  |                | --      |  |               |  





- 12 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



The Company determined the estimated fair value amounts by using available market information and commonly accepted valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value, primarily due to the illiquid nature of the capital markets in which the 7 3/8% Senior Notes are traded and the 7 3/4% Senior Subordinated Notes were traded.  Accordingly, the fair value estimates presented herein are not necessarily indicative of the amount that the Company or the debt holders could realize in a current market exchange.  The use of different assumptions and/or estimation methodologies may have a material effect on the estimated fair value.



NOTE 9.    COMMITMENTS AND CONTINGENCIES



The Company is a party to a number of legal actions, proceedings and claims.  While any action, proceeding or claim contains an element of uncertainty and it is possible that the Company's cash flows and results of operations in a particular quarter or year could be materially affected by the impact of such actions, proceedings and claims, management of the Company believes that the outcome of such actions, proceedings or claims will not have a material adverse effect on the Company's business, prospects, results of operations, financial condition or cash flows.







Accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.  The accounting standards also have established a fair value hierarchy, which prioritizes the inputs to valuation techniques used in measuring fair value into three broad levels as follows:





|Level 1 - | Quoted prices in active markets for identical assets or liabilities                                      
|--------- | ---------------------------------------------------------------------------------------------------------
|          |                                                                                                          
|Level 2 - | Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly
|          |                                                                                                          
|Level 3 - | Unobservable inputs based on the Company's own assumptions                                               



The Company's derivative assets and liabilities are currently composed of foreign currency contracts.  Fair values are based on market prices or determined using valuation models that use as their basis readily observable market data that is actively quoted and can be validated through external sources, including independent pricing services, brokers and market transactions.



The following table presents the fair value hierarchy for those of the Company's financial liabilities that were measured at fair value on a recurring basis as of March 31, 2011:



|(Amounts in thousands)     |  | Level 1 |    | Level 2 |   | Level 3 |  | Total
|-------------------------- |  | ------- | -- | ------- | - | ------- |  | -----
|                           |  |         |    |         |   |         |  |      
|Liabilities                |  |         |    |         |   |         |  |      
|Foreign currency contracts |  | $       | -- |         | $ | 2,255   |  | $    

As of June 30, 2010, the Company's foreign currency contracts were measured at fair value under Level 2 as an asset of $0.5 million and as a liability of $0.1 million.  See Note 11 for a discussion of the Company's foreign currency contracts.



Accounting standards require non-financial assets and liabilities to be recognized at fair value subsequent to initial recognition when they are deemed to be other-than-temporarily impaired. As of March 31, 2011, the Company did not have any non-financial assets and liabilities measured at fair value.



NOTE 11.    DERIVATIVE FINANCIAL INSTRUMENTS

The Company operates in several foreign countries, which exposes it to market risk associated with foreign currency exchange rate fluctuations.  The Company's risk management policy is to enter into cash flow hedges to reduce a portion of the exposure of the Company's foreign subsidiaries' revenues to fluctuations in currency rates using foreign currency forward contracts.  The Company also enters into cash flow hedges for a portion of its forecasted inventory purchases to reduce the exposure of its Canadian and Australian subsidiaries' cost of sales to such fluctuations.  Additionally, when appropriate, the Company enters into and settles foreign currency



- 13 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



contracts to reduce the exposure of the Company's foreign subsidiaries' balance sheets to fluctuations in currency rates.  The principal currencies hedged are British pounds, Euros, Canadian dollars and Australian dollars.  The Company does not enter into derivative financial contracts for speculative or trading purposes.  The Company's derivative financial instruments are recorded in the consolidated balance sheets at fair value determined using pricing models based on market prices or determined using valuation models that use as their basis readily observable market data that is actively quoted and can be validated through external sources, including independent pricing services, brokers and market transactions.  Cash flows from derivative financial instruments are classified as cash flows from operating activities in the consolidated statements of cash flows.



Foreign currency contracts used to hedge forecasted revenues are designated as cash flow hedges.  These contracts are used to hedge forecasted subsidiaries' revenues generally over approximately 12 to 24 months.  Changes to fair value of the foreign currency contracts are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity to the extent such contracts are effective, and are recognized in net sales in the period in which the forecasted transaction affects earnings or the transactions are no longer probable of occurring.  Changes to fair value of any contracts deemed to be ineffective would be recognized in earnings immediately.  There were no amounts recorded in the three and nine months ended March 31, 2011 or in fiscal 2010 relating to foreign currency contracts used to hedge forecasted revenues resulting from hedge ineffectiveness.  As of March 31, 2011, the Company had notional amounts of 13.3 million British pounds under foreign currency contracts used to hedge forecasted revenues that expire between April 30, 2011 and May 31, 2012.



Foreign currency contracts used to hedge forecasted cost of sales are designated as cash flow hedges.  These contracts are used to hedge forecasted Canadian and Australian subsidiaries' cost of sales generally over approximately 12 to 24 months.  Changes to fair value of the foreign currency contracts are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity, to the extent such contracts are effective, and are recognized in cost of sales in the period in which the forecasted transaction affects earnings or the transactions are no longer probable of occurring.  Changes to fair value of any contracts deemed to be ineffective would be recognized in earnings immediately.  There were no amounts recorded in the three and nine months ended March 31, 2011 or in fiscal 2010 relating to foreign currency contracts used to hedge forecasted cost of sales resulting from hedge ineffectiveness.  As of March 31, 2011, the Company had notional amounts of 13.7 million Canadian dollars and 13.2 million Australian dollars under foreign currency contracts used to hedge forecasted cost of sales that expire between April 30, 2011 and May 31, 2012.



When appropriate, the Company also enters into and settles foreign currency contracts for Euros, British pounds and Canadian dollars to reduce exposure of the Company's foreign subsidiaries' balance sheets to fluctuations in foreign currency rates. These contracts are used to hedge balance sheet exposure generally over one month and are settled before the end of the month in which they are entered into.  Changes to fair value of the forward contracts are recognized in selling, general and administrative expense in the period in which the contracts expire.  For the three and nine months ended March 31, 2011, the Company recorded losses of  $1.1 million and $2.9 million, respectively, in selling, general and administrative expenses related to these contracts. For the three and nine months ended March 31, 2010, the Company recorded a benefit of $0.6 million and $0.4 million, respectively, in selling, general and administrative expenses related to these contracts.  As of March 31, 2011, there were no such foreign currency contracts outstanding.  There were no amounts recorded in the three and nine months ended March 31, 2011 or in fiscal 2010 relating to foreign currency contracts to hedge subsidiary balance sheets resulting from hedge ineffectiveness.



The following tables illustrate the fair value of outstanding foreign currency contracts and the gains (losses) associated with the settlement of these contracts:





|                                           | Fair Value of Derivative Instruments      
|------------------------------------------ | ------------------------------------------
|(Amounts in thousands)                     | Liability Derivatives
As of March 31, 2011
|                                           |                                           
|                                           | Balance Sheet 
Location                   
|                                           |                                           
|Derivatives designated as effective hedges |                                           
|Foreign Exchange Contracts                 |                                           
|                                           |                                           
|Total                                      |                                           
|                                           |                                           
|                                           |                                           
|                                           |                                           





- 14 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



As of June 30, 2010, the Company's foreign currency contracts were measured at fair value as an asset of $0.5 million and as a liability of $0.1 million.



Net Unrealized (Loss) Gain Recognized in Other Comprehensive Income on Derivatives, Net of Tax (Effective Portion)



|(Amounts in thousands)             | Three Months Ended |      | Nine Months Ended
|---------------------------------- | ------------------ | ---- | -----------------
|                                   |                    |      |                  
|                                   | March 31,
2011     |      |                  
|                                   |                    |      |                  
|                                   |                    |      |                  
|Currency Contracts-Sales           | $                  | (549 | )                
|Currency Contracts - Cost of Sales |                    | (145 | )                
|                                   |                    |      |                  
|Total                              | $                  | (694 | )                
|                                   |                    |      |                  
|                                   |                    |      |                  
|                                   |                    |      |                  



Loss Reclassified from Accumulated Other Comprehensive Income (Loss) into (Loss) Income (Effective Portion)





|(Amounts in thousands)                                                    | Three Months Ended |      | Nine Months Ended
|------------------------------------------------------------------------- | ------------------ | ---- | -----------------
|                                                                          |                    |      |                  
|                                                                          | March 31,
2011     |      |                  
|                                                                          |                    |      |                  
|Currency Contracts-Sales (1)                                              | $                  | (255 | )                
|Currency Contracts- Cost of Sales (2)                                     |                    | (717 | )                
|                                                                          |                    |      |                  
|Total                                                                     | $                  | (972 | )                
|                                                                          |                    |      |                  
|                                                                          |                    |      |                  
|                                                                          |                    |      |                  
|                                                                          |                    |      |                  
|(1)   Recorded in net sales on the consolidated statements of income.    
|(2)   Recorded in cost of sales on the consolidated statements of income.



NOTE 12.    REPURCHASE OF COMMON STOCK

On November 2, 2010, the Company's board of directors authorized the repurchase of an additional $40 million of the Company's Common Stock under the terms of an existing $80 million common stock repurchase program and extended the term of the stock repurchase program from November 30, 2010 to November 30, 2012. As of  March 31, 2011, the Company had repurchased 4,029,201 shares of Common Stock on the open market under the stock repurchase program since its inception in November 2005, at an average price of $16.63 per share, at a cost of  approximately $67.0 million, including sales commissions, leaving approximately $53.0 million available for additional repurchases under the program. For the nine months ended March 31, 2011, the Company  repurchased 598,703 shares of Common Stock on the open market under the share repurchase program, at an average price of $15.27 per share, at a cost of $9.2 million, including sales commission, all of which were repurchased during the first quarter of fiscal 2011.



During the first quarter of fiscal 2011, the Company paid approximately $1.2 million for the settlement of share repurchases that occurred at the end of fiscal 2010 under the above discussed repurchase program.



In connection with the vesting of 343,800 shares of outstanding market-based restricted stock granted in 2005, in March 2011 the Company withheld 121,908 shares of Common Stock at a fair market value of $28.08 per share, representing a cost of approximately $3.4 million, to satisfy minimum statutory tax withholding obligations resulting from such vesting. The acquisition of these shares by the Company was accounted for under the Treasury method.



NOTE 13.    Segment Data and Related Information



Reportable operating segments include components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (the "Chief Executive") in deciding how to allocate resources and in assessing performance.  As a result of the similarities in the procurement, marketing and distribution processes for all of the Company's products, much of the information provided in the consolidated financial statements is similar to, or the same as, that reviewed on a regular basis by the Chief Executive.





- 15 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



The Company's operations are organized into the following reportable segments:





| | North America-The North America segment sells the Company's portfolio of owned, licensed and distributed brands, including the Elizabeth Arden products, to department stores, mass retailers and distributors in the United States, Canada and Puerto Rico, and also includes the Company's direct to consumer business, which is composed of the Elizabeth Arden branded retail stores and the Company's global e-commerce business.  This segment also sells the Elizabeth Arden products through the Red Door beauty salons, which are owned and operated by an unrelated third party that licenses the Elizabeth Arden and Red Door trademarks from the Company for use in its salons.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | International -The International segment sells the Company's portfolio of owned and licensed brands, including the Elizabeth Arden products, in approximately 100 countries outside of North America through perfumeries, boutiques, department stores, travel retail outlets and distributors worldwide.                                                                                                                                                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            



Commencing July 1, 2010, the Company's operations and management reporting structure were reorganized into two reportable segments, North America and International. The portion of the Company's business operations that previously sold Elizabeth Arden fragrance, cosmetic and skin care products in prestige department stores in the United States and through the Red Door beauty salons, which was previously reported as the Company's Other segment, has been consolidated with the North America Fragrance segment to create the North America segment.



The Chief Executive evaluates segment profit based upon income from operations, which represents earnings before income taxes, interest expense and depreciation and amortization charges.  The accounting policies for each of the reportable segments are the same as those described in the Company's 2010 Annual Report under Note 1 -- "General Information and Summary of Significant Accounting Policies."  The assets and liabilities of the Company are managed centrally and are reported internally in the same manner as the consolidated financial statements; thus, no additional information regarding assets and liabilities of the Company's reportable segments is produced for the Chief Executive or included herein.



Segment profit (loss) excludes depreciation and amortization, interest expense, debt extinguishment charges, consolidation and elimination adjustments and unallocated corporate expenses, which are shown in the table reconciling segment profit (loss) to consolidated income (loss) before income taxes. Included in unallocated corporate expenses are (i) restructuring charges that are related to an announced plan, (ii) costs related to the Initiative, and (iii) restructuring costs for corporate operations.  These expenses are recorded in unallocated corporate expenses as these items are centrally directed and controlled and are not included in internal measures of segment operating performance. Effective July 1, 2010, (a) employee incentive costs are fully allocated to the North America and International segments, as applicable, and (b) restructuring costs that are not part of an announced plan are recorded in the Company's reportable segment that incurred the costs or in unallocated corporate expenses if related to corporate operations.  Prior period amounts related to segment profit measures have been restated for comparison purposes.  The Company does not have any intersegment sales.





- 16 -



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ELIZABETH ARDEN, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



The following table is a comparative summary of the Company's net sales and segment profit by reportable segment for the three and nine months ended March 31, 2011 and 2010:



|(Amounts in thousands)                                | Three Months Ended                                                                                                                                                                                                                                                                                                                                                                                           |         | Nine Months Ended
|----------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------- | -----------------
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      | March 31, 2011                                                                                                                                                                                                                                                                                                                                                                                               |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|Segment Net Sales:                                    |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|North America                                         | $                                                                                                                                                                                                                                                                                                                                                                                                            | 142,755 |                  
|International                                         |                                                                                                                                                                                                                                                                                                                                                                                                              | 88,541  |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|Total                                                 | $                                                                                                                                                                                                                                                                                                                                                                                                            | 231,296 |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|Segment Profit (Loss):                                |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|North America                                         | $                                                                                                                                                                                                                                                                                                                                                                                                            | 18,112  |                  
|International                                         |                                                                                                                                                                                                                                                                                                                                                                                                              | (5,742  | )                
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|Total                                                 | $                                                                                                                                                                                                                                                                                                                                                                                                            | 12,370  |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|Reconciliation:                                       |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|Segment Profit                                        | $                                                                                                                                                                                                                                                                                                                                                                                                            | 12,370  |                  
|Less:                                                 |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|Depreciation and Amortization                         |                                                                                                                                                                                                                                                                                                                                                                                                              | 7,268   |                  
|Interest Expense, net                                 |                                                                                                                                                                                                                                                                                                                                                                                                              | 5,434   |                  
|Consolidation and Elimination 
           Adjustments |                                                                                                                                                                                                                                                                                                                                                                                                              | (414    | )                
|Unallocated Corporate Expenses                        |                                                                                                                                                                                                                                                                                                                                                                                                              | 6,468   | (2)              
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|(Loss) income Before Income Taxes                     | $                                                                                                                                                                                                                                                                                                                                                                                                            | (6,386  | )                
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |                  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(1)                                                   | Amounts for the nine months ended March 31, 2010 include $5.5 million related to a lower than normal price charged to the North America segment with respect to certain sales of inventory by that segment that were undertaken at the direction of corporate, rather than segment, management.                                                                                                             
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(2)                                                   | Amounts for the three months ended March 31, 2011, represent $6.5 million of debt extinguishment charges.                                                                                                                                                                                                                                                                                                   
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(3)                                                   | Amounts for the three months ended March 31, 2010, include (i) $0.3 million of restructuring charges for corporate operations, not related to the Initiative, and (ii) $0.9 million of expenses related to the implementation of an Oracle accounting and order processing system.                                                                                                                          
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)                                                   | Amounts for the nine months ended March 31, 2011, include (i) $0.3 million of restructuring expenses related to the Initiative, (ii) $0.5 million of restructuring expenses for corporate operations, not related to the Initiative, (iii) $0.3 million of expenses related to the implementation of an Oracle accounting and order processing system, and (iv) $6.5 million of debt extinguishment charges.
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(5)                                                   | Amounts for the nine months ended March 31, 2010, include (i) $2.0 million of restructuring expenses related to the Initiative, (ii) $0.3 million of restructuring charges for corporate operations, not related to the Initiative, and (iii) $2.5 million of expenses related to the implementation of an Oracle accounting and order processing system.                                                   





- 17 -



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|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------



This discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and related notes contained in this quarterly report and the Consolidated Financial Statements and related notes and the Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the year ended June 30, 2010.  The results of operations for an interim period may not give a true indication of results for the year.  In the following discussion, all comparisons are with the corresponding items in the prior year period.



Overview



We are a global prestige beauty products company with an extensive portfolio of prestige fragrance, skin care and cosmetics brands. Our branded products include the Elizabeth Arden fragrances: Red Door, Elizabeth Arden 5th Avenue, Elizabeth Arden green tea and Pretty Elizabeth Arden; the Elizabeth Arden skin care brands: Ceramide, Eight Hour Cream, Intervene, and PREVAGE®; and the Elizabeth Arden branded lipstick, foundation and other color cosmetics products.  Our prestige fragrance portfolio also includes the following celebrity, lifestyle and designer fragrances:





|Celebrity Fragrances | The fragrance brands of Britney Spears, Elizabeth Taylor, Mariah Carey, Taylor Swift and Usher                                                          
|-------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                                                         
|Lifestyle Fragrances | Curve, Giorgio Beverly Hills,  PS Fine CologneandWhite Shoulders                                                                                        
|                     |                                                                                                                                                         
|Designer Fragrances  | Juicy Couture, Kate Spade New York, John Varvatos, Rocawear, Alberta Ferretti, Halston, Geoffrey Beene, Badgley Mischka, Alfred Sung, Bob MackieandLucky

In addition to our owned and licensed fragrance brands, we distribute approximately 300 additional prestige fragrance brands, primarily in the United States, through distribution agreements and other purchasing arrangements.



Our business strategy is to increase net sales, operating margins and earnings by (a) increasing the sales of the Elizabeth Arden brand through leveraging the global awareness of the Elizabeth Arden brand name, targeting fast-growing geographical markets, and focusing on our skin care expertise and classic products, such as our Eight Hour cream, Ceramideskin care products and Red Door fragrances, (b) increasing the sales of our prestige fragrance portfolio internationally, particularly in the large European fragrance market, and through licensing opportunities and acquisitions, (c) expanding the prestige fragrance category at mass retail customers in North America, (d) continuing to expand operating margins, working capital efficiency and return on invested capital, and (e) capitalizing on the growth potential of our global brands by focusing on both organic growth opportunities as well as those achieved through new product innovation.

We manage our business by evaluating net sales, gross margins, EBITDA (as defined later in this discussion), EBITDA margin, segment profit and working capital utilization (including monitoring our levels of inventory, accounts receivable, operating cash flow and return on invested capital). We encounter a variety of challenges that may affect our business and should be considered as described in Item 1A "Risk Factors" of our Annual Report on Form 10-K for the year ended June 30, 2010 and in the section of this quarterly report captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Forward-Looking Information and Factors That May Affect Future Results."

In fiscal 2007, we commenced a comprehensive review of our global business processes to re-engineer our extended supply chain, distribution, logistics and transaction processing systems.  We call this initiative our Global Efficiency Re-engineering initiative or often just the Initiative. In May 2008, we announced an acceleration of the re-engineering of our extended supply chain functions as well as the realignment of other parts of our organization to better support our new business processes.



As a result of the acceleration of the re-engineering of our extended supply chain functions, our implementation of an Oracle financial accounting and order processing system and our migration to a shared services transaction processing model, we implemented a restructuring plan that resulted in restructuring and one-time expenses, including severance, relocation, recruiting and temporary staffing expenditures.  Substantially all of these expenses were incurred in fiscal years 2009 and 2010.  From inception through December 31, 2010, we incurred a total of $14.0 million before taxes, which includes $7.6 million related to our Oracle system implementation, and $6.4 million for initiative-related restructuring. We did not record any restructuring or Initiative-related one-time costs during the three months ended March 31, 2011 and do not expect to incur any additional expenses related to the Initiative. The total amount from inception of $14.0 million is consistent with our original projection of $12.0 million to $14.0 million. See Note 4 to Notes to Unaudited Consolidated Financial Statements.





- 18 -



---



As a result of the Initiative and other activities, we expect our fiscal 2011 gross margins to improve an additional 225 to 250 basis points over our fiscal 2010 gross margin.  We expect to use a portion of this anticipated margin improvement to support organic growth of key brands and drive improved profitability.



Seasonality



Our operations have historically been seasonal, with higher sales generally occurring in the first half of our fiscal year as a result of increased demand by retailers in anticipation of and during the holiday season.  For the year ended June 30, 2010, approximately 60% of our net sales were made during the first half of our fiscal year.  Due to product innovations and new product launches, the size and timing of certain orders from our customers and additions or losses of brand distribution rights, sales, results of operations, working capital requirements and cash flows can vary significantly between quarters of the same and different years.  As a result, we expect to experience variability in net sales, operating margin, net income, working capital requirements and cash flows on a quarterly basis.  Increased sales of skin care and cosmetic products relative to fragrances may reduce the seasonality of our business.

We experience seasonality in our working capital, with peak inventory levels normally from July to October and peak receivable balances normally from September to December.  Our working capital borrowings are also seasonal and are normally highest in the months of September, October and November.  During the months of December, January and February of each year, cash is normally generated as customer payments on holiday season orders are received.



Critical Accounting Policies and Estimates



As disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010, the discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with U.S. generally accepted accounting principles.  The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses reported in those financial statements.  We base our estimates on historical experience and other factors that we believe are most likely to occur.  Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known.  Our most critical accounting policies relate to revenue recognition, provisions for inventory obsolescence, allowances for sales returns, markdowns and doubtful accounts, intangible and long-lived assets, income taxes, hedging contracts and share-based compensation. Since June 30, 2010, there have been no significant changes to the assumptions and estimates related to those critical accounting policies.



Foreign Currency Contracts

We operate in several foreign countries, which exposes us to market risk associated with foreign currency exchange rate fluctuations. Our risk management policy is to enter into cash flow hedges to reduce a portion of the exposure of our foreign subsidiaries' revenues to fluctuations in currency rates using foreign currency forward contracts.  We also enter into cash flow hedges for a portion of our forecasted inventory purchases to reduce the exposure of our Canadian and Australian subsidiaries' cost of sales to such fluctuations.  The principal currencies hedged are British pounds, Euros, Canadian dollars and Australian dollars.  We do not enter into derivative financial contracts for speculative or trading purposes.



Changes to fair value of the foreign currency contracts are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity, to the extent such contracts are effective, and are recognized in net sales or cost of sales in the period in which the forecasted transaction affects earnings or the transactions are no longer probable of occurring. Changes to fair value of any contracts deemed to be ineffective would be recognized in earnings immediately. There were no amounts recorded in the three and nine months ended March 31, 2011 or in fiscal 2010 relating to foreign currency contracts used to hedge forecasted revenues or forecasted inventory purchases resulting from hedge ineffectiveness.



When appropriate, we also enter into and settle foreign currency contracts for Euros, British pounds and Canadian dollars to reduce exposure of our foreign subsidiaries' balance sheets to fluctuations in foreign currency rates. These contracts are used to hedge balance sheet exposure generally over one month and are settled before the end of the month in which they are entered into. Changes to fair value of the forward contracts are recognized in selling, general and administrative expense in the period in which the contracts expire.



The table below summarizes the effect of the pre-tax (loss) gain from our settled foreign currency contracts on the specified line items in our consolidated statements of income for the three and nine months ended March 31, 2011 and March 31, 2010.





- 19 -



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|(Amounts in thousands)              | Three Months Ended |        |   | Nine Months Ended |  
|----------------------------------- | ------------------ | ------ | - | ----------------- | -
|                                    |                    |        |   |                   |  
|                                    | March 31,
2011     |        |   | March 31,
2010    |  
|                                    |                    |        |   |                   |  
|Net Sales                           | $                  | (255   | ) |                   | $
|Cost of Sales                       |                    | (717   | ) |                   |  
|Selling, general and administrative |                    | (1,076 | ) |                   |  
|                                    |                    |        |   |                   |  
|Total pre-tax (loss) gain           | $                  | (2,048 | ) |                   | $
|                                    |                    |        |   |                   |  
|                                    |                    |        |   |                   |  
|                                    |                    |        |   |                   |  



Results of Operations

The following discussion compares the historical results of operations for the three and nine months ended March 31, 2011 and  2010.  Results of operations as a percentage of net sales were as follows (dollar amounts in thousands; percentages may not add due to rounding):



|                                                 |                                   | Three Months Ended                                                                                                                                                                                                                                                                                                                                  |         | Nine Months Ended
|------------------------------------------------ | --------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | -----------------
|                                                 |                                   |                                                                                                                                                                                                                                                                                                                                                     |         |                  
|                                                 |                                   | March 31,
2011                                                                                                                                                                                                                                                                                                                                      |         | March 31,
2010   
|                                                 |                                   |                                                                                                                                                                                                                                                                                                                                                     |         |                  
|Net sales                                        |                                   | $                                                                                                                                                                                                                                                                                                                                                   | 231,296 |                  
|Cost of sales                                    |                                   |                                                                                                                                                                                                                                                                                                                                                     | 115,597 |                  
|Depreciation in cost of sales                    |                                   |                                                                                                                                                                                                                                                                                                                                                     | 1,224   |                  
|                                                 | Gross profit                      |                                                                                                                                                                                                                                                                                                                                                     |         | 114,475          
|Selling, general and administrative 
   expenses |                                   |                                                                                                                                                                                                                                                                                                                                                     | 102,915 |                  
|Depreciation and amortization                    |                                   |                                                                                                                                                                                                                                                                                                                                                     | 6,044   |                  
|                                                 | Income (loss) from operations     |                                                                                                                                                                                                                                                                                                                                                     |         | 5,516            
|Interest expense, net                            |                                   |                                                                                                                                                                                                                                                                                                                                                     | 5,434   |                  
|Debt extinguishment charges                      |                                   |                                                                                                                                                                                                                                                                                                                                                     | 6,468   |                  
|                                                 | (Loss) income before income taxes |                                                                                                                                                                                                                                                                                                                                                     |         | (6,386           
|(Benefit from) provision for income taxes        |                                   |                                                                                                                                                                                                                                                                                                                                                     | (3,135  | )                
|                                                 | Net (loss) income                 |                                                                                                                                                                                                                                                                                                                                                     |         | (3,251           
|                                                 |                                   |                                                                                                                                                                                                                                                                                                                                                     |         |                  
|Other data                                       |                                   |                                                                                                                                                                                                                                                                                                                                                     |         |                  
|EBITDA and EBITDA margin(1)                      |                                   | $                                                                                                                                                                                                                                                                                                                                                   | 6,316   |                  
|                                                
|(1)                                              |                                   | For a definition of EBITDA and a reconciliation of net income to EBITDA, see "EBITDA" under Results of Operations -- Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010 and under Nine Months Ended March 31, 2011 compared to Nine Months Ended March 31, 2010. EBITDA margin represents EBITDA divided by net sales.
|                                                 |                                   |                                                                                                                                                                                                                                                                                                                                                    



Our operations are organized into the following reportable segments:





| | North America - Our North America segment sells our portfolio of owned, licensed and distributed brands, including our Elizabeth Arden products, to department stores, mass retailers and distributors in the United States, Canada and Puerto Rico, and also includes our direct to consumer business, which is composed of our Elizabeth Arden branded retail stores and global e-commerce business.  This segment also sells our Elizabeth Arden products through the Red Door beauty salons, which are owned and operated by an unrelated third party that licenses the Elizabeth Arden and Red Door trademarks from us for use in its salons.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | International - Our International segment sells our portfolio of owned and licensed brands, including our Elizabeth Arden products, in approximately 100 countries outside of North America through perfumeries, boutiques, department stores, travel retail outlets and distributors worldwide.                                                                                                                                                                                                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



Commencing July 1, 2010, our operations and management reporting structure were reorganized into two reportable segments, North America and International. The portion of our business operations that previously sold Elizabeth Arden fragrance, cosmetic and skin care products in prestige department stores in the United States and through the Red Door beauty salons, which was previously reported as our Other segment, has been consolidated with the North America Fragrance segment to create the North America segment.





- 20 -



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Segment profit (loss) excludes depreciation and amortization, interest expense, debt extinguishment charges, consolidation and elimination adjustments and unallocated corporate expenses, which are shown in the table reconciling segment profit to consolidated income (loss) before income taxes. Included in unallocated corporate expenses are (i) restructuring charges that are related to an announced plan, (ii) costs related to the Initiative, and (iii) restructuring costs for corporate operations.  These expenses are recorded in unallocated corporate expenses as these items are centrally directed and controlled and are not included in internal measures of segment operating performance. Effective July 1, 2010, (a) employee incentive costs are fully allocated to the North America and International segments, as applicable, and (b) restructuring costs that are not part of an announced plan are recorded in our reportable segment that incurred the costs or in unallocated corporate expenses if related to corporate operations. Prior period amounts related to segment profit measures have been restated for comparison purposes.  We do not have any intersegment sales.



The following table is a comparative summary of our net sales and segment profit by reportable segment for the three and nine months ended March 31, 2011 and 2010 and reflects the basis of presentation described in Note 13 -- "Segment Data and Related Information" to the Notes to Unaudited Consolidated Financial Statements for all periods presented.





|(Amounts in thousands)                                | Three Months Ended                                                                                                                                                                                                                                                                                                                                                                                           |         |     | Nine Months Ended |  
|----------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------- | --- | ----------------- | -
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|                                                      | March 31, 
2011                                                                                                                                                                                                                                                                                                                                                                                              |         |     | March 31, 
2010   |  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|Segment Net Sales:                                    |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|North America                                         | $                                                                                                                                                                                                                                                                                                                                                                                                            | 142,755 |     |                   | $
|International                                         |                                                                                                                                                                                                                                                                                                                                                                                                              | 88,541  |     |                   |  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|Total                                                 | $                                                                                                                                                                                                                                                                                                                                                                                                            | 231,296 |     |                   | $
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|Segment Profit (Loss):                                |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|North America                                         | $                                                                                                                                                                                                                                                                                                                                                                                                            | 18,112  |     |                   | $
|International                                         |                                                                                                                                                                                                                                                                                                                                                                                                              | (5,742  | )   |                   |  
|Less:                                                 |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|Depreciation and Amortization                         |                                                                                                                                                                                                                                                                                                                                                                                                              | 7,268   |     |                   |  
|Interest Expense, net                                 |                                                                                                                                                                                                                                                                                                                                                                                                              | 5,434   |     |                   |  
|Consolidation and Elimination 
           Adjustments |                                                                                                                                                                                                                                                                                                                                                                                                              | (414    | )   |                   |  
|Unallocated Corporate Expenses                        |                                                                                                                                                                                                                                                                                                                                                                                                              | 6,468   | (2) |                   |  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|(Loss) income Before Income Taxes                     | $                                                                                                                                                                                                                                                                                                                                                                                                            | (6,386  | )   |                   | $
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                              |         |     |                   |  
|                                                     
|(1)                                                   | Amounts for the nine months ended March 31, 2010 include $5.5 million related to a lower than normal price charged to the North America segment with respect to certain sales of inventory by that segment that were undertaken at the direction of corporate, rather than segment, management.                                                                                                             
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(2)                                                   | Amounts for the three months ended March 31, 2011, represent $6.5 million of debt extinguishment charges.                                                                                                                                                                                                                                                                                                   
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(3)                                                   | Amounts for the three months ended March 31, 2010, include (i) $0.3 million of restructuring charges for corporate operations, not related to the Initiative, and (ii) $0.9 million of expenses related to the implementation of an Oracle accounting and order processing system.                                                                                                                          
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(4)                                                   | Amounts for the nine months ended March 31, 2011, include (i) $0.3 million of restructuring expenses related to the Initiative, (ii) $0.5 million of restructuring expenses for corporate operations, not related to the Initiative, (iii) $0.3 million of expenses related to the implementation of an Oracle accounting and order processing system, and (iv) $6.5 million of debt extinguishment charges.
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                             
|(5)                                                   | Amounts for the nine months ended March 31, 2010, include (i) $2.0 million of restructuring expenses related to the Initiative, (ii) $0.3 million of restructuring charges for corporate operations, not related to the Initiative, and (iii) $2.5 million of expenses related to the implementation of an Oracle accounting and order processing system.                                                   





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Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

Net Sales.    Net sales increased by 6.6% or $14.3 million for the three months ended March 31, 2011, compared to the three months ended March 31, 2010.  Excluding the favorable impact of foreign currency translation, net sales increased by 5.5% or $12.0 million





|North America                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Net sales increased by 8.4% or $11.1 million. Excluding the favorable impact of foreign currency translation, net sales increased by 7.9 % or $10.3 million.  Net sales for Elizabeth Arden branded products increased by $5.8 million led by higher sales of skin care and color cosmetic products. Net sales of licensed and other owned fragrance products increased by $1.8 million, primarily due to higher sales of the Juicy Couture fragrances and the recently licensed fragrance brands of John Varvatos, partially offset by lower sales of Britney Spears fragrances.  Sales of distributed brands increased by $3.6 million. Net sales to mass retail and department store customers were both higher in the current year period.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|International                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Net sales increased by 3.7% or $3.2 million. Excluding the favorable impact of foreign currency translation, net sales increased by 1.9% or $1.6 million. Net sales for Elizabeth Arden branded products increased by $3.3 million, led by higher sales of fragrances and color cosmetic products.  The net sales increase was led by higher net sales of $2.9 million in travel retail and distributor markets.                                                                                                                                                                                                                                                                                                                              



Gross Margin.    For the three months ended March 31, 2011 and 2010, gross margins were 49.5% and 46.9%, respectively.  Gross margin in the current year period benefited from improved operating efficiencies due to the Initiative.



SG&A.    Selling, general and administrative expenses increased 6.0% or $5.8 million, for the three months ended March 31, 2011, compared to the three months ended March 31, 2010.  The increase was principally due to (i) higher general and administrative expenses of $2.4 million, (ii) higher media, creative advertising and sales promotion expenses of $2.1 million, and (iii) higher trade advertising expenses of $0.7 million. The increase in general and administrative expenses was principally due to higher payroll costs, including incentive compensation costs and professional services costs, partially offset by lower restructuring expenses and Initiative-related one-time costs. For the three months ended March 31, 2010, total restructuring and Initiative-related one-time costs were $1.2 million. We did not record any restructuring or Initiative-related one-time costs during the three months ended March 31, 2011.



For the three months ended March 31, 2011 total share-based compensation cost for all stock plans was $1.2 million as compared to $1.1 million for the three months ended March 31, 2010.





|Segment Profit                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                             
|North America                                                                                                                                                                                                                
|                                                                                                                                                                                                                             
|Segment profit increased 53.0% or $6.3 million. The increase in segment profit was due to higher net sales and gross profit, offset by higher selling, general and administrative expenses as further discussed above.       
|                                                                                                                                                                                                                             
|International                                                                                                                                                                                                                
|                                                                                                                                                                                                                             
|Segment loss increased 27.9% or $1.3 million.  The increase in segment loss was due to higher selling, general and administrative expenses, partially offset by higher net sales and gross profit as further discussed above.

Interest Expense.    Interest expense, net of interest income, increased 3.1%, or $0.2 million, for the three months ended March 31, 2011, compared to the three months ended March 31, 2010. The increase was due to a higher principal balance for our senior notes as compared to our prior senior subordinated notes, partially offset lower average borrowings under our revolving bank credit facility during the current year period.  See Note 7 and Note 8 to the Notes to Unaudited Consolidated Financial Statements.

Debt Extinguishment Charges.    During the three months ended March 31, 2011, we recorded $6.5 million in debt extinguishment charges related to the purchase and redemption of the 7 3/4% senior subordinated notes and the amendment of our revolving bank credit facility.  See Note 7 and Note 8 to the Notes to Unaudited Consolidated Financial Statements.



- 22 -



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Benefit from Income Taxes.    The pre-tax (loss) income from our domestic and international operations consisted of the following for the three months ended March 31, 2011 and 2010:





|(Amounts in thousands)         | Three Months Ended
|------------------------------ | ------------------
|                               |                   
|                               | March 31,
2011    
|                               |                   
|Domestic pre-tax (loss)        | $                 
|Foreign pre-tax income         |                   
|                               |                   
|Total loss before income taxes | $                 
|                               |                   
|                               |                   
|Effective tax rate             |                   
|                               |                   
|                               |                   
|                               |                   



The increase in the effective tax rate in the current year period as compared to the prior year period was mainly due to (i) lower earnings contributions from our international operations in the current year period as compared to the prior year and (ii) a shift in the ratio of earnings contributions between jurisdictions which have different tax rates.  Our international operations are tax-effected at a lower rate than our domestic operations.



In addition, the effective rate for the three months ended March 31, 2011 included tax adjustments recorded on a discrete basis totaling a net tax benefit of $0.5 million, which related to changes in estimates and tax rates for certain entities.  The prior year effective tax rate included tax adjustments recorded on a discrete basis totaling a net tax benefit of $1.1 million, of which $0.7 million related to certain unrecognized tax benefits and $0.4 million related to tax benefits due to changes in estimates for certain entities.



Net Loss.    Net loss for the three months ended March 31, 2011, was $3.3 million compared to $3.9 million for the three months ended March 31, 2010.  The decrease in net loss was the result of higher income from operations and a higher tax benefit in the current year period, mostly offset by the $6.5 million in debt extinguishment charges in the current year period.



EBITDA.     EBITDA (net income plus the provision for income taxes (or net loss less the benefit from income taxes), plus interest expense, plus depreciation and amortization expense) increased by approximately $0.3 million to $6.3 million for the three months ended March 31, 2011, compared to $6.0 million for the three months ended March 31, 2010.  The increase in EBITDA was the result of higher income from operations, mostly offset by the $6.5 million in debt extinguishment charges in the current year period.



EBITDA should not be considered as an alternative to operating income (loss) or net income (loss) (as determined in accordance with generally accepted accounting principles) as a measure of our operating performance or to net cash provided by operating, investing or financing activities (as determined in accordance with generally accepted accounting principles) or as a measure of our ability to meet cash needs.  We believe that EBITDA is a measure commonly reported and widely used by investors and other interested parties as a measure of a company's operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to capital structure (particularly when acquisitions are involved), depreciation and amortization, or non-operating factors such as historical cost.  Accordingly, as a result of our capital structure, we believe EBITDA is a relevant measure.  This information has been disclosed here to permit a more complete comparative analysis of our operating performance relative to other companies and of our debt servicing ability.  EBITDA may not, however, be comparable in all instances to other similar types of measures.

In addition, EBITDA has limitations as an analytical tool, including the fact that:



| | it does not reflect our cash expenditures, future requirements for capital expenditures or contractual commitments;                                                                                                                
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                    
| | it does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt;                                                                                     
|  |                                                                                                                                                                                                                                    
| | it does not reflect any cash income taxes that we may be required to pay; and                                                                                                                                                      
|  |                                                                                                                                                                                                                                    
| | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and these measures do not reflect any cash requirements for such replacements.



The following is a reconciliation of net loss, as determined in accordance with generally accepted accounting principles, to EBITDA:



- 23 -



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|(Amounts in thousands)                                      | Three Months Ended            |       
|----------------------------------------------------------- | ----------------------------- | ------
|                                                            |                               |       
|                                                            | March 31,
2011                |       
|                                                            |                               |       
|Net loss                                                    | $                             | (3,251
|Plus:                                                       |                               |       
|                                                            | Benefit from income taxes     |       
|                                                            | Interest expense, net         |       
|                                                            | Depreciation in cost of sales |       
|                                                            | Depreciation and amortization |       
|                                                            |                               |       
|                                                            |                               | EBITDA
|                                                            |                               |       
|                                                            |                               |       
|                                                            |                               |       
|                                                            |                               |       
|(1)   Includes $6.5 million of debt extinguishment charges.

Nine Months Ended March 31, 2011 Compared to Nine Months Ended March 31, 2010

Net Sales.    Net sales increased by 5.3% or $46.2 million for the nine months ended March 31, 2011, compared to the nine months ended March 31, 2010.  Excluding the unfavorable impact of foreign currency translation, net sales increased by 5.4% or $47.3 million. Net sales of Elizabeth Arden branded products increased by $24.0 million, led by higher sales of skin care products and fragrances. Sales of color cosmetic products were slightly down compared to the prior year.  Net sales of licensed and other owned products increased by $24.1 million, primarily due to higher sales of (i) the Juicy Couture fragrances, (ii) the recently licensed fragrance brands of John Varvatos and Kate Spade, and (iii) Britney Spears and Mariah Carey fragrances, due to the launches of Britney Spears RadianceandMariah CareyLollipop Bling,respectively. Partially offsetting these net sales increases were lower sales for Rocawear and Alberta Ferretti fragrances. Sales of distributed brands were $1.9 million lower than the prior year.  Pricing changes had an immaterial effect on net sales.





|North America                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Net sales increased by 3.6% or $21.1 million. Excluding the favorable impact of foreign currency translation, net sales increased by 3.3% or $19.2 million. Net sales of Elizabeth Arden branded products increased by $14.7 million as higher sales of skin care and color cosmetic products were slightly offset by lower sales of fragrances. Net sales of licensed and other owned products increased by $8.2 million primarily due to higher sales of Juicy Couture, John Varvatos, Kate Spade and Mariah Carey fragrances, partially offset by lower sales of Britney Spears and Rocawear fragrances.  Sales of distributed brands were lower by $1.8 million than the prior year. Higher sales to mass retail customers of $24.4 million were partially offset by lower sales to department store customers of $3.3 million.                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|International                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Net sales increased by 8.7% or $25.1 million. Excluding the unfavorable impact of foreign currency translation, net sales increased by 9.8 % or $28.2 million.  Net sales of Elizabeth Arden branded products increased by $9.3 million, led by higher sales of fragrances and skin care products, partially offset by lower sales of color cosmetic products. Net sales of licensed and other owned products also increased by $15.9 million, primarily due to higher sales of (i) Britney Spears fragrances, due primarily to the launch of Radiance,and (ii) the Juicy Couture fragrances, due primarily to the launch of Peace Love & Juicy Couture, slightly offset by lower sales of Alberta Ferretti fragrances. Our results were led by higher net sales of $15.6 million for travel retail and distributor markets and higher net sales of $3.1 million in Europe, primarily in the United Kingdom.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Gross Margin.    For the nine months ended March 31, 2011 and 2010, gross margins were 47.3% and 44.7%, respectively.  Gross margin in the current year period benefited from a higher proportion of basic sales of Elizabeth Arden products and licensed brands, which reflect higher gross margins as compared to distributed brands and promotional product sales, as well as improved operating efficiencies due to the Initiative.



SG&A.    Selling, general and administrative expenses increased 4.9% or $16.2 million, for the nine months ended March 31, 2011, compared to the nine months ended March 31, 2010.  The increase was principally due to (i) higher general and administrative expenses of $11.5 million, (ii) higher media expenses of $3.4 million, and (iii) higher royalty expenses of $2.7 million due to higher sales of licensed brands, partially offset by lower sales promotion expenses, primarily trade advertising expenses, principally due to the weakness in North America department store sales during the first half of fiscal 2011.  The increase in general and administrative expenses was principally due to



- 24 -



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higher payroll costs, including incentive compensation costs, and higher professional services costs, partially offset by lower restructuring expenses and Initiative-related one-time costs.  For the nine months ended March 31, 2011, total restructuring and Initiative-related one-time costs totaled $1.4 million as compared to $5.2 million for the nine months ended March 31, 2010. For both the nine months ended March 31, 2011 and 2010, total share-based compensation cost for all stock plans was $3.6 million.



|Segment Profit                                                                                                                                                                                                                                                                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                 
|North America Fragrance                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                 
|Segment profit increased 4.8% or $3.8 million. The increase in segment profit was due to higher net sales and gross profit, partially offset by higher selling, general and administrative expenses as further described above.                                                  
|                                                                                                                                                                                                                                                                                 
|International                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                 
|Segment profit was $9.1 million compared to a segment loss of $1.4 million in the prior year.The improvement in segment results was due to higher net sales and gross profit, partially offset by higher selling, general and administrative expenses as further described above.
|                                                                                                                                                                                                                                                                                 



Interest Expense.    Interest expense, net of interest income, decreased 2.2%, or $0.4 million, for the nine months ended March 31, 2011, compared to the nine months ended March 31, 2010.  The decrease was due to lower average borrowings under our revolving bank credit facility, partially offset by a higher principal balance, during the current year quarter, for our senior notes as compared to our prior senior subordinated notes. See Note 7 and Note 8 to the Notes to Unaudited Consolidated Financial Statements.



Debt Extinguishment Charges.    During the nine months ended March 31, 2011, we recorded $6.5 million in debt extinguishment charges related to the purchase and redemption of the 7 3/4% senior subordinated notes and the amendment of our revolving bank credit facility. See Note 7 and Note 8 to the Notes to Unaudited Consolidated Financial Statements.



Provision for Income Taxes.    The pre-tax income from our domestic and international operations consisted of the following for the nine months ended March 31, 2011 and 2010:





|(Amounts in thousands)           | Nine Months Ended
|-------------------------------- | -----------------
|                                 |                  
|                                 | March 31,
2011   
|                                 |                  
|Domestic pre-tax income          | $                
|Foreign pre-tax income           |                  
|                                 |                  
|Total income before income taxes | $                
|                                 |                  
|                                 |                  
|Effective tax rate               |                  
|                                 |                  
|                                 |                  
|                                 |                  



The decrease in the effective tax rate in the current year period as compared to the prior year period was mainly due to (i) higher earnings contributions from our international operations in the current year period as compared to the prior year, and (ii) a shift in the ratio of earnings contributions between jurisdictions, which have different tax rates.  Our international operations are tax-effected at a lower rate than our domestic operations.



Net Income.    Net income for the nine months ended March 31, 2011, was $35.6 million compared to $17.2 million for the nine months ended March 31, 2010.  The increase in net income was the result of higher net income from operations and a lower effective tax rate in the current year period, partially offset by the $6.5 million in debt extinguishment charges in the current year period.



EBITDA.    EBITDA (net income plus the provision for income taxes (or net loss less the benefit from income taxes), plus interest expense, plus depreciation and amortization expense) increased by approximately $21.6 million to $84.0 million for the nine months ended March 31, 2011, compared to $62.4 million for the nine months ended March 31, 2010.  The increase in EBITDA was the result of higher income from operations, partially offset by the $6.5 million in debt extinguishment charges in the current year period.





- 25 -



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The following is a reconciliation of net income, as determined in accordance with generally accepted accounting principles, to EBITDA:





|(Amounts in thousands)                                      | Nine Months Ended             |       
|----------------------------------------------------------- | ----------------------------- | ------
|                                                            |                               |       
|                                                            | March 31,
2011                |       
|                                                            |                               |       
|Net income                                                  | $                             | 35,594
|Plus:                                                       |                               |       
|                                                            | Provision for income taxes    |       
|                                                            | Interest expense, net         |       
|                                                            | Depreciation in cost of sales |       
|                                                            | Depreciation and amortization |       
|                                                            |                               |       
|                                                            |                               | EBITDA
|                                                            |                               |       
|                                                            |                               |       
|                                                            |                               |       
|                                                            |                               |       
|(1)   Includes $6.5 million of debt extinguishment charges.

Liquidity and Capital Resources



|(Amounts in thousands)                    | Nine Months Ended |        
|----------------------------------------- | ----------------- | -------
|                                          |                   |        
|                                          | March 31,
2011    |        
|                                          |                   |        
|Net cash provided by operating activities | $                 | 59,187 
|Net cash used in investing activities     |                   | (32,390
|Net cash used in financing activities     |                   | (21,609
|Net increase in cash and cash equivalents |                   | 6,936  



Cash Flows.    For the nine months ended March 31, 2011, net cash provided by operating activities was $59.2 million, as compared to $103.0 million for the nine months ended March 31, 2010. The decrease in cash provided by operating activities was principally due to the significant reductions in inventory levels in the prior year period in part due to our Initiative, partially offset by higher net income in the current year period.



For the nine months ended March 31, 2011, net cash used in investing activities of $32.4 million was composed of (i) $18.5 million of capital expenditures and (ii) approximately $13.9 million of payments related to the acquisition of the PREVAGE® trademarks and related patents and the global license agreement with John Varvatos Apparel Corp. for the manufacture, distribution and marketing of John Varvatos fragrances.  For the nine months ended March 31, 2010, net cash used in investing activities of $26.8 million was composed of approximately (i) $26.5 million of capital expenditures, and (ii) the $0.3 million payment of the remaining installment of contingent consideration associated with our acquisition of the fragrance business of Sovereign Sales, LLC in 2006.  The decrease in capital expenditures for the nine months ended March 31, 2011 is primarily due to expenditures incurred in the prior year period for the implementation of our new accounting and order processing system.



For the nine months ended March 31, 2011, net cash used in financing activities was $21.6 million, as compared to $75.4 million for the nine months ended March 31, 2010. The decrease in net cash used in financing activities resulted primarily from the refinancing of our senior notes, including the use of proceeds to pay down borrowings under our credit facility, during the three months ended March 31, 2011.



On January 21, 2011, the Company issued $250 million aggregate principal amount of 7 3/8% senior notes due March 2021.   Concurrently with the offering of the 7 3/8% senior notes, the Company commenced a cash tender offer and consent solicitation for any and all of its $220 million of outstanding 7 3/4% senior subordinated notes due January 2014.  All of the outstanding 7 3/4% senior subordinated notes were either purchased or redeemed during the third quarter of fiscal 2011. See Note 8 to the Notes to Unaudited Consolidated Financial Statements for further information.



During the nine months ended March 31, 2011, borrowings under our credit facility decreased by $50.9 million to $8.1 million at March 31, 2011.  During the nine months ended March 31, 2010, borrowings under our credit facility decreased by $71.0 million to $44.0 million at March 31, 2010.  For the nine months ended March 31, 2011, proceeds from the exercise of stock options were $19.9 million compared to $1.5 million for the prior year period.  Repurchases of common stock for the nine months ended March 31, 2011 were $13.8



- 26 -



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million, as compared to $4.4 million for the prior year period.  The repurchases of common stock for the nine months ended March 31, 2011, includes approximately $1.2 million for the settlement of share repurchases that occurred at the end of fiscal 2010 under our repurchase program and approximately $3.4 million for shares withheld by upon the vesting of certain market-based restricted stock granted in 2005 to satisfy minimum statutory tax withholding obligations resulting from such vesting.



Interest paid during the nine months ended March 31, 2011, included $16.0 million of interest payments on the 7 3/4% senior subordinated notes, which were all purchased or redeemed in the quarter ended March 31, 2011, and $2.0 million of interest paid on the borrowings under our credit facility.  Interest paid during the nine months ended March 31, 2010, included $17.4 million of interest payments on the 7 3/4% senior subordinated notes and $2.6 million of interest paid on the borrowings under our credit facility.



At March 31, 2011, we had approximately $33.8 million of cash, of which $25.4 million was held outside of the United States.  Of the cash held outside of the U.S., $0.8 million was considered cash in excess of local operating requirements and could have been repatriated to the U.S. without restriction or tax effect.  The balance of such cash held outside the U.S., approximately $24.6 million, was needed to meet local working capital requirements and therefore considered permanently reinvested in the applicable local subsidiary.



Future Liquidity and Capital Needs.    Our principal future uses of funds are for working capital requirements, including brand development and marketing expenses, new product launches, additional brand acquisitions or product licensing and distribution arrangements, capital expenditures and debt service.  In addition, we may use funds to repurchase material amounts of our common stock and senior notes through open market purchases, privately negotiated transactions or otherwise, depending upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  We have historically financed our working capital needs primarily through internally generated funds, our credit facility and external financing.  We collect cash from our customers based on our sales to them and their respective payment terms.



We have a revolving bank credit facility with a syndicate of banks, for which JPMorgan Chase Bank is the administrative agent, which generally provides for borrowings on a revolving basis.  In January 2011, the credit facility was amended to, among other things (i) reduce its size from $325 million to $300 million, with a sub-limit of $25 million for letters of credit, (ii) revise the interest rate and unused commitment fee applicable under the credit facility and (iii) extend its maturity from December 2012 to January 2016.  Under the terms of the credit facility, we may, at any time, increase the size of the credit facility up to $375 million without entering into a formal amendment requiring the consent of all of the banks, subject to our satisfaction of certain conditions.



The credit facility is guaranteed by all of our U.S. subsidiaries and is collateralized by a first priority lien on all of our U.S., Canada and Puerto Rico accounts receivable and U.S. inventory. Borrowings under the new credit facility are limited to 85% of eligible accounts receivable and 85% of the appraised net liquidation value of our inventory, as determined pursuant to the terms of the credit facility; provided, however, that from August 15 to October 31 of each year, our borrowing base may be temporarily increased by up to $25 million.



The credit facility has only one financial maintenance covenant, which is a debt service coverage ratio that must be maintained at not less than 1.1 to 1 if average borrowing base capacity declines to less than $25 million ($35 million from September 1through January 31). Our average borrowing base capacity during the quarter ended March 31, 2011, did not fall below the applicable thresholds noted above. Accordingly, the debt service coverage ratio did not apply for the quarter ended March 31, 2011. We were in compliance with all applicable covenants under the credit facility for the quarter ended March 31, 2011.



Under the terms of the credit facility, we may pay dividends or repurchase common stock if we maintain borrowing base capacity of at least $25 million from February 1 to August 31, and at least $35 million from September 1 to January 31, after making the applicable payment.  The credit facility restricts us from incurring additional non-trade indebtedness (other than refinancings and certain small amounts of indebtedness).  A default under the credit facility that causes acceleration of the debt owed under it could trigger a default under our outstanding 7 3/8% senior notes.



Borrowings under the credit portion of the credit facility bear interest at a floating rate based on "Applicable Margin" which is determined by reference to a debt service coverage ratio. At our option, the Applicable Margin may be applied to either the London InterBank Offered Rate (LIBOR) or the base rate.  The Applicable Margin charged on LIBOR loans ranges from 1.75% to 2.50% and ranges from 0.25% to 1.0% for base rate loans, except that the Applicable Margin on the first $25 million of borrowings from August 15 to October 31 of each year, while the temporary increase in our borrowing base is in effect, is 1.0% higher. We are required to pay an unused commitment fee ranging from 0.375% to 0.50% based on the quarterly average unused portion of the credit facility. The interest rates payable by us on our 7 3/8% senior notes and on borrowings under our revolving credit facility are not impacted by credit rating agency actions.





- 27 -



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As of March 31, 2011, the Applicable Margin was 2.25% for LIBOR loans and 0.75% for prime rate loans.  For both the nine months ended March 31, 2011 and 2010, the weighted average annual interest rate on amounts borrowed under the credit facility was approximately 2.2%.



At March 31, 2011, we had (i) $8.1 million in borrowings and $5.2 million in letters of credit outstanding under the credit facility, (ii) $134.1 million of eligible accounts receivable and inventories available as collateral under the credit facility, and (iii) remaining borrowing availability of $125.7 million.  The borrowing availability under the credit facility typically declines in the second half of our fiscal year as our higher accounts receivable balances resulting from holiday season sales are likely to decline due to cash collections.



At March 31, 2011, we had outstanding $250 million aggregate principal amount of 7 3/8% senior notes due March 2021. Interest on the 7 3/8% senior notes accrues at a rate of 7.375% per annum and will be payable semi-annually on March 15 and September 15 of every year, commencing on September 15, 2011. The 7 3/8% senior notes rank pari passu in right of payment to indebtedness under our credit facility and any other senior debt, and will rank senior to any future subordinated indebtedness; provided, however, that the 7 3/8% senior notes are effectively subordinated to the credit facility to the extent of the collateral securing the credit facility.  The indenture applicable to the 7 3/8% senior notes generally permits us (subject to the satisfaction of a fixed charge coverage ratio and, in certain cases, also a net income test) to incur additional indebtedness, pay dividends, purchase or redeem our common stock or redeem subordinated indebtedness. The indenture generally limits our ability to create liens, merge or transfer or sell assets.  The indenture also provides that the holders of the 7 3/8% senior notes have the option to require us to repurchase their notes in the event of a change of control involving us (as defined in the indenture). The 7 3/8% senior notes initially will not be guaranteed by any of our subsidiaries but could become guaranteed in the future by any domestic subsidiary of ours that guarantees or incurs certain indebtedness in excess of $10 million.



Based upon our internal projections, we believe that existing cash and cash equivalents, internally generated funds and borrowings under our credit facility will be sufficient to cover debt service, working capital requirements and capital expenditures for the next twelve months, other than additional working capital requirements that may result from further expansion of our operations through acquisitions of additional brands or licensing or distribution arrangements.  Deterioration in the economic and retail environment, however, could cause us to fail to satisfy the financial maintenance covenant under our credit facility that applies only in the event we do not have the requisite average borrowing base capacity as set forth under the credit facility.  In such an event, we would not be allowed to borrow under the credit facility and may not have access to the capital necessary for our business.  In addition, a default under our credit facility that causes acceleration of the debt under this facility could trigger a default under our outstanding 7 3/8% senior notes.  In the event we are not able to borrow under our credit facility, we would be required to develop an alternative source of liquidity.  There is no assurance that we could obtain replacement financing or what the terms of such financing, if available, would be.



We have discussions from time to time with manufacturers and owners of prestige fragrance brands regarding our possible acquisition of additional exclusive licensing and/or distribution rights.  We currently have no material agreements or commitments with respect to any such acquisition, although we periodically execute routine agreements to maintain the confidentiality of information obtained during the course of discussions with such manufacturers and brand owners. There is no assurance that we will be able to negotiate successfully for any such future acquisitions or that we will be able to obtain acquisition financing or additional working capital financing on satisfactory terms for further expansion of our operations.



Repurchases of Common Stock.    On November 2, 2010, our board of directors authorized the repurchase of an additional $40 million of our common stock under the terms of an existing $80 million common stock repurchase program and extended the term of the stock repurchase program from November 30, 2010 to November 30, 2012. As of  March 31, 2011, we had repurchased 4,029,201 shares of common stock on the open market under the stock repurchase program since its inception in November 2005, at an average price of $16.63 per share, at a cost of  approximately $67.0 million, including sales commissions, leaving approximately $53.0 million available for additional repurchases under the program. For the nine months ended March 31, 2011, we repurchased 598,703 shares of common stock on the open market under the share repurchase program, at an average price of $15.27 per share, at a cost of $9.2 million, including sales commission, all of which were repurchased during the first quarter of fiscal 2011.





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Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results



The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company's future prospects and make informed investment decisions.  This Quarterly Report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management's plans and assumptions regarding future events or performance.  We have tried, wherever possible, to identify such statements by using words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "will" and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, prospective products, future performance or results of current and anticipated products, sales efforts, expenses and/or cost savings, interest rates, foreign exchange rates, the outcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results of operations and financial condition to differ materially is set forth below, and these factors are discussed in greater detail under Item 1A -- "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended June 30, 2010:





|* | factors affecting our relationships with our customers or our customers' businesses, including the absence of contracts with customers, our customers' financial condition, and changes in the retail, fragrance and cosmetic industries, such as the consolidation of retailers and the associated closing of retail doors as well as retailer inventory control practices, including, but not limited to, levels of inventory carried at point of sale and practices used to control inventory shrinkage;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | risks of international operations, including foreign currency fluctuations, hedging activities, economic and political consequences of terrorist attacks, disruptions in travel, unfavorable changes in U.S. or international laws or regulations, diseases and pandemics, and political instability in certain regions of the world;                                                                                                                                                                      
|* | our reliance on third-party manufacturers for substantially all of our owned and licensed products and our absence of contracts with suppliers of distributed brands and components for manufacturing of owned and licensed brands;                                                                                                                                                                                                                                                                        
|* | delays in shipments, inventory shortages and higher costs of production due to the loss of or disruption in our distribution facilities or at key third party manufacturing or fulfillment facilities that manufacture or provide logistic services for our products;                                                                                                                                                                                                                                      
|* | our ability to respond in a timely manner to changing consumer preferences and purchasing patterns and other international and domestic conditions and events that impact retailer and/or consumer confidence and demand, such as domestic or global recessions;                                                                                                                                                                                                                                           
|* | our ability to protect our intellectual property rights;                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|* | the success, or changes in the timing or scope, of our new product launches, advertising and merchandising programs;                                                                                                                                                                                                                                                                                                                                                                                       
|* | the quality, safety and efficacy of our products;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|* | the impact of competitive products and pricing;                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|* | our ability to (i) implement our growth strategy and acquire or license additional brands or secure additional distribution arrangements, (ii) successfully and cost-effectively integrate acquired businesses or new brands, and (iii) finance our growth strategy and our working capital requirements;                                                                                                                                                                                                  
|* | our level of indebtedness, our ability to realize sufficient cash flows from operations to meet our debt service obligations and working capital requirements, and restrictive covenants in our revolving credit facility and the indenture for our 7 3/8% senior  notes;                                                                                                                                                                                                                                  
|* | changes in product mix to less profitable products;                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|* | the retention and availability of key personnel;                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|* | changes in the legal, regulatory and political environment that impact, or will impact, our business, including changes to customs or trade regulations, laws or regulations relating to  ingredients or other chemicals contained in products or packaging, or accounting standards or critical accounting estimates;                                                                                                                                                                                     
|* | the success of our Global Efficiency Re-engineering initiative, including our transition to a turnkey manufacturing process and our new financial accounting and order processing system;                                                                                                                                                                                                                                                                                                                  
|* | the potential for significant impairment charges relating to our trademarks, goodwill or other intangible assets that could result from a number of factors, including downward pressure on our stock price; and                                                                                                                                                                                                                                                                                           
|* | other unanticipated risks and uncertainties.                                                                                                                                                                                                                                                                                                                                                                                                                                                               



We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of March 31, 2011, we had approximately $8.1 million in borrowings outstanding under our revolving credit facility.  Borrowings under our revolving credit facility are seasonal, with peak borrowings typically in the months of September, October and November.  Borrowings under the credit facility are subject to variable rates and, accordingly, our earnings and cash flow will be affected by changes in interest rates.  Based upon our average borrowings under our revolving credit facility during the nine months ended March 31, 2011, and assuming there had been a two percentage point (200 basis point) change in the average interest rate for these borrowings, it is estimated that our interest expense for the nine months ended March 31, 2011 would have increased or decreased by approximately $1.4 million.  See Note 7 to the Notes to Unaudited Consolidated Financial Statements.



Foreign Currency Risk



We sell our products in approximately 100 countries around the world.  During the three and nine months ended March 31, 2011, we derived approximately 44% and 39%, respectively, of our net sales from our international operations. We conduct our international operations in a variety of different countries and derive our sales in various currencies including the Euro, British pound, Swiss franc, Canadian dollar and Australian dollar, as well as the U.S. dollar.  Most of our skin care and cosmetic products are produced in third-party manufacturing facilities located in the U.S.  Our operations may be subject to volatility because of currency changes, inflation and changes in political and economic conditions in the countries in which we operate.  With respect to international operations, our sales, cost of goods sold and expenses are typically denominated in a combination of local currency and the U.S. dollar.  Our results of operations are reported in U.S. dollars.  Fluctuations in currency rates can affect our reported sales, margins, operating costs and the anticipated settlement of our foreign denominated receivables and payables.  A weakening of the foreign currencies in which we generate sales relative to the currencies in which our costs are denominated, which is primarily the U.S. dollar, may adversely affect our ability to meet our obligations and could adversely affect our business, prospects, results of operations, financial condition or cash flows.  Our competitors may or may not be subject to the same fluctuations in currency rates, and our competitive position could be affected by these changes.



As of March 31, 2011, we had notional amounts of 13.3 million British pounds under open foreign currency contracts that expire between April 30, 2011 and May 31, 2012 to reduce the exposure of our foreign subsidiary revenues to fluctuations in currency rates. As of March 31, 2011, we had notional amounts of 13.7 million Canadian dollars and 13.2 million Australian dollars under open foreign currency contracts that expire between April 30, 2011 and May 30, 2012 to hedge a portion of our forecasted inventory purchases to reduce the exposure of our Canadian and Australian subsidiaries' cost of sales to fluctuations in currency rates. We have designated each qualifying foreign currency contract as a cash flow hedge.  The gains and losses of these contracts will only be recognized in earnings in the period in which the forecasted transaction affects earnings or the transactions are no longer probable of occurring. The realized loss, net of taxes, recognized during the three and nine months ended March 31, 2011 from settled contracts was approximately $738,000 and $1.5 million, respectively.  At March 31, 2011, the unrealized loss, net of taxes, associated with these open contracts of approximately $1.7 million is included in accumulated other comprehensive income (loss) in our consolidated balance sheet.  See Note 11 to the Notes to Unaudited Consolidated Financial Statements.



When appropriate, we also enter into and settle foreign currency contracts for Euros, British pounds and Canadian dollars to reduce the exposure of our foreign subsidiaries' balance sheets to fluctuations in foreign currency rates.  As of March 31, 2011, there were no such foreign currency contracts outstanding. The realized loss, net of taxes, recognized during the three and nine months ended March 31, 2011 was approximately $1.0 million and $2.5 million, respectively, from the settlement of these contracts.



We do not utilize foreign exchange contracts for trading or speculative purposes.  There can be no assurance that our hedging operations or other exchange rate practices, if any, will eliminate or substantially reduce risks associated with fluctuating exchange rates.



ITEM 4.    CONTROLS AND PROCEDURES

Our Chairman, President and Chief Executive Officer, and our Executive Vice President and Chief Financial Officer, who are the principal executive officer and principal financial officer, respectively, have evaluated the effectiveness and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this quarterly report (the "Evaluation Date").  Based upon such evaluation, they have concluded that, as of the Evaluation Date, our disclosure controls and procedures are functioning effectively.





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We completed the first phase of the implementation of an Oracle financial accounting system (general ledger and accounts payable) in July 2009, and we completed the remaining portion of the financial accounting system as well as an order processing system in April 2010.  Both phases of this significant project were completed in accordance with our projected timeline and on budget.  As part of this implementation, we also migrated to a shared services model for our primary global transaction processing functions.  As a result of these activities, internal controls related to user security, account structure and hierarchy, system reporting and approval procedures continue to be evaluated, modified and redesigned as necessary to conform with and support the new financial accounting and order processing system and the new shared services model.  Management's review and evaluation of the design of key controls in the new Oracle financial accounting system and order processing system and the accuracy of the data conversion that took place during the implementation did not uncover a control deficiency or combination of control deficiencies that management believes meets the definition of a material weakness in internal control over financial reporting.



There have been no other changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are likely to materially affect, our internal control over financial reporting.





PART II.   OTHER INFORMATION

ITEM 1A.    RISK FACTORS



Risk factors describing the major risks to our business can be found under Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the fiscal year ended June 30, 2010.  Except for the replacement of the risk factor captioned "Our level of debt and debt service obligations, and the restrictive covenants in our revolving credit facility and our indenture for our 7 3/4% senior subordinated notes, may reduce our operating and financial flexibility and could adversely affect our business and growth prospects," with the risk factor set forth below, there has been no material change in our risk factors from those previously discussed in that Annual Report on Form 10-K.



Our level of debt and debt service obligations, and the restrictive covenants in our revolving credit facility and our indenture for our 7 3/8% senior notes, may reduce our operating and financial flexibility and could adversely affect our business and growth prospects.



At March 31, 2011, we had total debt of approximately $258 million, which primarily includes $250 million in aggregate principal amount outstanding of our 7 3/8% senior notes and $8 million outstanding under our revolving bank credit facility, both of which have requirements that may limit our operating and financial flexibility.  Our indebtedness could adversely impact our business, prospects, results of operations, financial condition or cash flows by increasing our vulnerability to general adverse economic and industry conditions and restricting our ability to consummate acquisitions or fund working capital, capital expenditures and other general corporate requirements.



Specifically, our revolving credit facility and our indenture for our 7 3/8% senior notes limit or otherwise affect our ability to, among other things:





| | incur additional debt;                                                                           
|- | -------------------------------------------------------------------------------------------------
|  |                                                                                                  
| | pay dividends or make other restricted payments;                                                 
|  |                                                                                                  
| | create or permit certain liens, other than customary and ordinary liens;                         
|  |                                                                                                  
| | sell assets other than in the ordinary course of our business;                                   
|  |                                                                                                  
| | invest in other entities or businesses; and                                                      
|  |                                                                                                  
| | consolidate or merge with or into other companies or sell all or substantially all of our assets.



These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities.  Our revolving credit facility also requires us to maintain specified amounts of borrowing capacity or maintain a debt service coverage ratio.  Our ability to meet these conditions and our ability to service our debt obligations will depend upon our future operating performance, which can be affected by general economic, financial, competitive, legislative, regulatory, business and other

- 31 -



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factors beyond our control.  If our actual results deviate significantly from our projections, we may not be able to service our debt or remain in compliance with the conditions contained in our revolving credit facility, and we would not be allowed to borrow under the revolving credit facility.  If we were not able to borrow under our revolving credit facility, we would be required to develop an alternative source of liquidity.  We cannot assure you that we could obtain replacement financing on favorable terms or at all.



A default under our revolving credit facility could also result in a default under our indenture for our 7 3/8% senior notes.  Upon the occurrence of an event of default under our indenture, all amounts outstanding under our other indebtedness may be declared to be immediately due and payable.  If we were unable to repay amounts due on our revolving credit facility, the lenders would have the right to proceed against the collateral granted to them to secure that debt.



ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



This table provides information with respect to our purchases of shares of our common stock, $.01 par value per share, during the three months ended March 31, 2011.





|Issuer Purchases of Equity Securities                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|Period                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|January 1, 2011 through January 31, 2011                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|February 1, 2011 through February 28, 2011                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|March 1, 2011 through March 31, 2011                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|Totals                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1)  On November 2, 2010, our board of directors authorized the repurchase of an additional $40 million of our common stock under the terms of an existing $80 million common stock repurchase program and extended the term of the stock repurchase program from November 30, 2010 to November 30, 2012. No shares were repurchased under the stock repurchase program during the three months ended March 31, 2011.
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2)  Amounts reflect the remaining dollar value of shares that may be purchased under the stock repurchase program described above.                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                     
|(3)  Reflects shares withheld upon the vesting of certain market-based restricted stock granted in 2005 to satisfy minimum statutory tax withholding obligations resulting from such vesting.                                                                                                                                                                                                                        





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ITEM 6.    EXHIBITS



|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.1            |  | Amended and Restated Articles of Incorporation of the Company dated November 17, 2005 (incorporated herein by reference to Exhibit 3.1 filed as part of the Company's Form 10-Q for the quarter ended December 31, 2005 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|3.2            |  | Amended and Restated By-laws of the Company (incorporated herein by reference to Exhibit 3.1 filed as part of the Company's Form 8-K dated October 27, 2009 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                                                                                                         
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1            |  | Indenture, dated as of January 21, 2011, respecting Elizabeth Arden, Inc.'s 7 3/8% Senior Notes due 2021, among Elizabeth Arden, Inc. and U.S. Bank National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to the Company's Form  8-K dated January 21, 2011 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.1           |  | Third Amended and Restated Credit Agreement, dated as of January 21, 2011, among Elizabeth Arden, Inc., as borrower, JP Morgan Chase Bank, N.A., as administrative agent, Bank of America, N.A., as collateral agent and syndication agent, Wells Fargo Capital Finance, LLC, HSBC Bank USA, N.A. and U.S. Bank National Association, as co-documentation agents, JPMorgan Chase Bank, N.A., and Bank of America, N.A. as joint lead arrangers, and the other lenders party thereto (incorporated herein by reference to Exhibit 10.1 filed as part of the Company's Form 8-K dated January 21, 2011 (Commission File No. 1-6370)).
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.2           |  | Amended and Restated Security Agreement dated as of January 29, 2001, made by the Company and certain of its subsidiaries in favor of Fleet National Bank, as administrative agent (incorporated herein by reference to Exhibit 4.5 filed as part of the Company's Form 8-K dated January 23, 2001 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.3           |  | Amended and Restated Deed of Lease dated as of January 17, 2003, between the Company and Liberty Property Limited Partnership (incorporated herein by referenced to Exhibit 10.5 filed as a part of the Company's Form 10-Q for the quarter ended April 26, 2003 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                    
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.4 +         |  | 2004 Stock Incentive Plan, as amended and restated (incorporated herein by reference to Exhibit 10.12 filed as part of the Company's Form 10-Q for the quarter ended December 31, 2007 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.5 +         |  | 2004 Non-Employee Director Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.2 filed as part of the Company's Form 10-Q for the quarter ended September 30, 2006 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.6 +         |  | 2000 Stock Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.14 filed as part of the Company's Form 10-Q for the quarter ended December 31, 2007 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                                                                                           
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.7 +         |  | 1995 Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.4 filed as part of the Company's Form 10-Q for the quarter ended September 30, 2006 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                                                                                              
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.8 +         |  | Amended 2002 Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 10.17 filed as part of the Company's Form 10-Q for the quarter ended December 31, 2009 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                                                                                       
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.9 +         |  | Non-Employee Director Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.6 filed as part of the Company's Form 10-Q for the quarter ended September 30, 2006 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                                                                             
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.10 +        |  | Form of Nonqualified Stock Option Agreement for stock option awards under the Company's Non-Employee Director Stock Option Plan (incorporated herein by reference to Exhibit 10.8 filed as a part of the Company's Form 10-Q for the quarter ended March 31, 2005 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                   
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|10.11 +        |  | Form of Incentive Stock Option Agreement for stock option awards under the Company's 1995 Stock Option Plan (incorporated herein by reference to Exhibit 10.9 filed as a part of the Company's Form 10-Q for the quarter ended March 31, 2005 (Commission File No. 1-6370)).                                                                                                                                                                                                                                                                                                                                                       
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





- 33 -



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|Exhibit
Number |   | Description                                                                                                                                                                                                                                                                                                       
|-------------- | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |   |                                                                                                                                                                                                                                                                                                                   
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.12 +        |   | Form of Nonqualified Stock Option Agreement for stock option awards under the Company's 1995 Stock Option Plan (incorporated herein by reference to Exhibit 10.10 filed as a part of the Company's Form 10-Q for the quarter ended March 31, 2005 (Commission File No. 1-6370)).                                  
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.13 +        |   | Form of Stock Option Agreement for stock option awards under the Company's 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.11 filed as a part of the Company's Form 10-Q for the quarter ended March 31, 2005 (Commission File No. 1-6370)).                                            
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.14 +        |   | Form of Stock Option Agreement for stock option awards under the Company's 2004 Non-Employee Director Stock Option Plan (incorporated herein by reference to Exhibit 10.14 filed as a part of the Company's Form 10-Q for the quarter ended March 31, 2005 (Commission File No. 1-6370)).                         
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.15 +        |   | Form of Stock Option Agreement for stock option awards under the Company's 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.19 filed as a part of the Company's Form 10-K for the year ended June 30, 2005 (Commission File No. 1-6370)).                                                
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.16 +        |   | Form of Restricted Stock Agreement for the restricted stock awards under the Company's 2004 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.20 filed as a part of the Company's Form 10-K for the year ended June 30, 2005 (Commission File No. 1-6370)).                                    
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.17 +        |   | Elizabeth Arden, Inc. Severance Policy, as amended and restated on May 4, 2010 (incorporated herein by reference to Exhibit 10.31 filed as part of the Company's Form 10-Q for the quarter ended March 31, 2010 (Commission File No. 1-6370)).                                                                    
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.18 +        |   | Form of Restricted Stock Agreement for service-based restricted stock awards (three-year vesting period) under the Company's 2000 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.32 filed as part of the Company's Form 10-K for the year ended June 30, 2007 (Commission File No. 1-6370)).
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.19 +        |   | Form of Indemnification Agreement for Directors and Officers of Elizabeth Arden, Inc. (incorporated by reference to Exhibit 10.1 filed as part of the Company's Form 8-K dated August 11, 2009 (Commission File No. 1-6370)).                                                                                     
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.20 +        |   | Elizabeth Arden, Inc. 2010 Stock Award and Incentive Plan (incorporated by reference to Exhibit 4.3 filed as part of the Company's Form S-8, Registration No. 333-170287, filed on November 2, 2010 (Commission File No. 1-6370)).                                                                                
|               |   |                                                                                                                                                                                                                                                                                                                   
|10.21 +        |   | Form of Restricted Stock Agreement for service-based stock awards under the Company's 2010 Stock Award and Incentive Plan (incorporated herein by reference to Exhibit 10.35 filed as part of the Company's Form 10-Q for the quarter ended September 30, 2010 (Commission File No. 1-6370)).                     
|               |   |                                                                                                                                                                                                                                                                                                                   
|31.1           | * | Section 302 Certification of Chief Executive Officer.                                                                                                                                                                                                                                                             
|               |   |                                                                                                                                                                                                                                                                                                                   
|31.2           | * | Section 302 Certification of Chief Financial Officer.                                                                                                                                                                                                                                                             
|               |   |                                                                                                                                                                                                                                                                                                                   
|32             | * | Section 906 Certifications of the Chief Executive Officer and the Chief Financial Officer.                                                                                                                                                                                                                        



+ Management contract or compensatory plan or arrangement.

* Filed herewith.





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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 thereunto duly authorized.

|                      |  | ELIZABETH ARDEN, INC.                               
|--------------------- |  | ----------------------------------------------------
|                      |  |                                                     
|Date:  April 28, 2011 |  | /s/ E. Scott Beattie                                
|                      |  |                                                     
|                      |  | E. Scott Beattie                                    
|                      |  | Chairman, President and Chief Executive Officer     
|                      |  | (Principal Executive Officer)                       
|                      |  |                                                     
|Date:  April 28, 2011 |  | /s/ Stephen J. Smith                                
|                      |  |                                                     
|                      |  | Stephen J. Smith                                    
|                      |  | Executive Vice President and Chief Financial Officer
|                      |  | (Principal Financial and Accounting Officer)        
|                      |  |                                                     





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---



EXHIBIT INDEX



|Exhibit 
Number |  | Description                                                                               
|--------------- |  | ------------------------------------------------------------------------------------------
|                |  |                                                                                           
|                |  |                                                                                           
|                |  |                                                                                           
|31.1            |  | Section 302 Certification of Chief Executive Officer.                                     
|                |  |                                                                                           
|31.2            |  | Section 302 Certification of Chief Financial Officer.                                     
|                |  |                                                                                           
|32              |  | Section 906 Certifications of the Chief Executive Officer and the Chief Financial Officer.





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---