Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Feb. 01, 2014 | Mar. 21, 2014 | Aug. 03, 2013 |
Document and Entity Information | ' | ' | ' |
Entity Registrant Name | 'MENS WEARHOUSE INC | ' | ' |
Entity Central Index Key | '0000884217 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 1-Feb-14 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--02-01 | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $1,916.90 |
Entity Common Stock, Shares Outstanding | ' | 47,604,629 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $59,252 | $156,063 |
Accounts receivable, net | 63,153 | 63,010 |
Inventories | 599,486 | 556,531 |
Other current assets | 93,206 | 79,549 |
Total current assets | 815,097 | 855,153 |
PROPERTY AND EQUIPMENT, AT COST: | ' | ' |
Land | 19,229 | 18,524 |
Buildings | 112,837 | 107,073 |
Leasehold improvements | 467,307 | 439,079 |
Furniture, fixtures and equipment | 491,948 | 473,450 |
Property and Equipment, gross | 1,091,321 | 1,038,126 |
Less accumulated depreciation and amortization | -683,159 | -649,008 |
Net property and equipment | 408,162 | 389,118 |
TUXEDO RENTAL PRODUCT, net | 142,816 | 126,825 |
GOODWILL | 126,003 | 87,835 |
INTANGIBLE ASSETS, net | 58,027 | 32,442 |
OTHER ASSETS | 5,125 | 4,974 |
TOTAL ASSETS | 1,555,230 | 1,496,347 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 148,762 | 123,983 |
Accrued expenses and other current liabilities | 175,797 | 164,344 |
Income taxes payable | 730 | 5,856 |
Current maturities of long-term debt | 10,000 | ' |
Total current liabilities | 335,289 | 294,183 |
LONG-TERM DEBT | 87,500 | ' |
DEFERRED TAXES AND OTHER LIABILITIES | 109,292 | 92,929 |
Total liabilities | 532,081 | 387,112 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
EQUITY: | ' | ' |
Preferred stock, $.01 par value, 2,000,000 shares authorized, no shares issued | ' | ' |
Common stock, $.01 par value, 100,000,000 shares authorized, 47,701,829 and 72,550,652 shares issued | 476 | 725 |
Capital in excess of par | 412,043 | 386,254 |
Retained earnings | 572,712 | 1,190,246 |
Accumulated other comprehensive income | 27,311 | 36,924 |
Treasury stock, 137,900 and 21,570,052 shares at cost | -3,407 | -517,894 |
Total equity attributable to common shareholders | 1,009,135 | 1,096,255 |
Non-controlling interest | 14,014 | 12,980 |
Total equity | 1,023,149 | 1,109,235 |
TOTAL LIABILITIES AND EQUITY | $1,555,230 | $1,496,347 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
CONSOLIDATED BALANCE SHEETS | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 47,701,829 | 72,550,652 |
Treasury stock, shares | 137,900 | 21,570,052 |
CONSOLIDATED_STATEMENTS_OF_EAR
CONSOLIDATED STATEMENTS OF EARNINGS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Net sales: | ' | ' | ' |
Total net sales | $2,473,233 | $2,488,278 | $2,382,684 |
Cost of sales: | ' | ' | ' |
Total cost of sales | 1,384,223 | 1,380,130 | 1,333,757 |
Gross margin: | ' | ' | ' |
Total gross margin | 1,089,010 | 1,108,148 | 1,048,927 |
Goodwill impairment charge | 9,501 | ' | ' |
Asset impairment charges | 2,216 | 482 | 2,042 |
Selling, general and administrative expenses | 947,665 | 909,098 | 861,453 |
Operating income | 129,628 | 198,568 | 185,432 |
Interest income | 385 | 648 | 424 |
Interest expense | -3,205 | -1,544 | -1,446 |
Earnings before income taxes | 126,808 | 197,672 | 184,410 |
Provision for income taxes | 42,591 | 65,609 | 63,944 |
Net earnings including non-controlling interest | 84,217 | 132,063 | 120,466 |
Net (earnings) loss attributable to non-controlling interest | -426 | -347 | 135 |
Net earnings attributable to common shareholders | 83,791 | 131,716 | 120,601 |
Net earnings per common share attributable to common shareholders: | ' | ' | ' |
Basic (in dollars per share) | $1.71 | $2.56 | $2.32 |
Diluted (in dollars per share) | $1.70 | $2.55 | $2.30 |
Weighted-average common shares outstanding: | ' | ' | ' |
Basic (in shares) | 48,849 | 50,793 | 51,423 |
Diluted (in shares) | 49,162 | 51,026 | 51,692 |
Retail Segment | ' | ' | ' |
Net sales: | ' | ' | ' |
Retail clothing product | 1,667,535 | 1,691,248 | 1,619,671 |
Tuxedo rental services | 411,864 | 406,454 | 376,857 |
Alteration and other services | 147,023 | 151,147 | 142,665 |
Total net sales | 2,226,422 | 2,248,849 | 2,139,193 |
Cost of sales: | ' | ' | ' |
Retail clothing product | 741,957 | 756,048 | 723,658 |
Tuxedo rental services | 64,308 | 56,567 | 52,621 |
Alteration and other services | 113,729 | 113,846 | 107,836 |
Occupancy costs | 290,896 | 283,382 | 273,300 |
Total cost of sales | 1,210,890 | 1,209,843 | 1,157,415 |
Gross margin: | ' | ' | ' |
Retail clothing product | 925,578 | 935,200 | 896,013 |
Tuxedo rental services | 347,556 | 349,887 | 324,236 |
Alteration and other services | 33,294 | 37,301 | 34,829 |
Occupancy costs | -290,896 | -283,382 | -273,300 |
Total gross margin | 1,015,532 | 1,039,006 | 981,778 |
Goodwill impairment charge | 9,501 | ' | ' |
Operating income | 120,247 | 194,679 | 189,995 |
Corporate Apparel Segment | ' | ' | ' |
Net sales: | ' | ' | ' |
Total net sales | 246,811 | 239,429 | 243,491 |
Cost of sales: | ' | ' | ' |
Total cost of sales | 173,333 | 170,287 | 176,342 |
Gross margin: | ' | ' | ' |
Total gross margin | 73,478 | 69,142 | 67,149 |
Operating income | $9,381 | $3,889 | ($4,563) |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' | ' |
Net earnings including non-controlling interest | $84,217 | $132,063 | $120,466 |
Currency translation adjustments | -8,606 | -23 | -1,551 |
Unrealized loss on cash flow hedge, net of tax | -399 | ' | ' |
Other comprehensive loss, net of tax | -9,005 | -23 | -1,551 |
Comprehensive income including non-controlling interest | 75,212 | 132,040 | 118,915 |
Comprehensive (income) loss attributable to non-controlling interest: | ' | ' | ' |
Net (earnings) loss | -426 | -347 | 135 |
Currency translation adjustments | -608 | 26 | 106 |
Amounts attributable to non-controlling interest | -1,034 | -321 | 241 |
Comprehensive income attributable to common shareholders | $74,178 | $131,719 | $119,156 |
CONSOLIDATED_STATEMENTS_OF_EQU
CONSOLIDATED STATEMENTS OF EQUITY (USD $) | Total | Total Equity Attributable to Common Shareholders | Common Stock | Capital in Excess of Par | Retained Earnings | Accumulated Other Comprehensive Income | Treasury Stock, at Cost | Non-controlling Interest |
In Thousands, unless otherwise specified | ||||||||
BALANCES at Jan. 29, 2011 | $983,853 | $970,953 | $710 | $341,663 | $1,002,975 | $38,366 | ($412,761) | $12,900 |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net earnings (loss) | 120,466 | 120,601 | ' | ' | 120,601 | ' | ' | -135 |
Other comprehensive (loss) income | -1,551 | -1,445 | ' | ' | ' | -1,445 | ' | -106 |
Cash dividends - $0.54 per share, $0.72 per share and $0.72 per share for 2011, 2012 and 2013, respectively | -28,041 | -28,041 | ' | ' | -28,041 | ' | ' | ' |
Share-based compensation | 13,798 | 13,798 | ' | 13,798 | ' | ' | ' | ' |
Common stock issued under share-based award plans and to stock discount plan - 841,543, 722,659 and 719,551 shares for 2011, 2012 and 2013, respectively | 8,354 | 8,354 | 8 | 8,346 | ' | ' | ' | ' |
Tax payments related to vested deferred stock units | -2,955 | -2,955 | ' | -2,955 | ' | ' | ' | ' |
Tax benefit related to share-based plans | 1,883 | 1,883 | ' | 1,883 | ' | ' | ' | ' |
Repurchases of common stock - 2,329,472, 1,128,525 and 4,147,983 shares for 2011, 2012 and 2013, respectively | -63,988 | -63,988 | ' | ' | ' | ' | -63,988 | ' |
BALANCES at Jan. 28, 2012 | 1,031,819 | 1,019,160 | 718 | 362,735 | 1,095,535 | 36,921 | -476,749 | 12,659 |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net earnings (loss) | 132,063 | 131,716 | ' | ' | 131,716 | ' | ' | 347 |
Other comprehensive (loss) income | -23 | 3 | ' | ' | ' | 3 | ' | -26 |
Cash dividends - $0.54 per share, $0.72 per share and $0.72 per share for 2011, 2012 and 2013, respectively | -37,005 | -37,005 | ' | ' | -37,005 | ' | ' | ' |
Share-based compensation | 16,515 | 16,515 | ' | 16,515 | ' | ' | ' | ' |
Common stock issued under share-based award plans and to stock discount plan - 841,543, 722,659 and 719,551 shares for 2011, 2012 and 2013, respectively | 8,457 | 8,457 | 7 | 8,450 | ' | ' | ' | ' |
Tax payments related to vested deferred stock units | -4,421 | -4,421 | ' | -4,421 | ' | ' | ' | ' |
Tax benefit related to share-based plans | 2,949 | 2,949 | ' | 2,949 | ' | ' | ' | ' |
Treasury stock reissued - 6,295 and 11,761 shares for 2012 and 2013, respectively | 177 | 177 | ' | 26 | ' | ' | 151 | ' |
Repurchases of common stock - 2,329,472, 1,128,525 and 4,147,983 shares for 2011, 2012 and 2013, respectively | -41,296 | -41,296 | ' | ' | ' | ' | -41,296 | ' |
BALANCES at Feb. 02, 2013 | 1,109,235 | 1,096,255 | 725 | 386,254 | 1,190,246 | 36,924 | -517,894 | 12,980 |
Increase (Decrease) in Shareholders' Equity | ' | ' | ' | ' | ' | ' | ' | ' |
Net earnings (loss) | 84,217 | 83,791 | ' | ' | 83,791 | ' | ' | 426 |
Other comprehensive (loss) income | -9,005 | -9,613 | ' | ' | ' | -9,613 | ' | 608 |
Cash dividends - $0.54 per share, $0.72 per share and $0.72 per share for 2011, 2012 and 2013, respectively | -35,252 | -35,252 | ' | ' | -35,252 | ' | ' | ' |
Share-based compensation | 17,120 | 17,120 | ' | 17,120 | ' | ' | ' | ' |
Common stock issued under share-based award plans and to stock discount plan - 841,543, 722,659 and 719,551 shares for 2011, 2012 and 2013, respectively | 10,739 | 10,739 | 7 | 10,732 | ' | ' | ' | ' |
Tax payments related to vested deferred stock units | -3,865 | -3,865 | ' | -3,865 | ' | ' | ' | ' |
Tax benefit related to share-based plans | 1,664 | 1,664 | ' | 1,664 | ' | ' | ' | ' |
Treasury stock reissued - 6,295 and 11,761 shares for 2012 and 2013, respectively | 425 | 425 | ' | 138 | ' | ' | 287 | ' |
Repurchases of common stock - 2,329,472, 1,128,525 and 4,147,983 shares for 2011, 2012 and 2013, respectively | -152,129 | -152,129 | -27 | ' | -99,973 | ' | -52,129 | ' |
Retirement of treasury stock - 22,915,087 shares | ' | ' | -229 | ' | -566,100 | ' | 566,329 | ' |
BALANCES at Feb. 01, 2014 | $1,023,149 | $1,009,135 | $476 | $412,043 | $572,712 | $27,311 | ($3,407) | $14,014 |
CONSOLIDATED_STATEMENTS_OF_EQU1
CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
CONSOLIDATED STATEMENTS OF EQUITY | ' | ' | ' |
Cash dividends (in dollars per share) | $0.72 | $0.72 | $0.54 |
Common stock issued under share-based award plans and to stock discount plan (in shares) | 719,551 | 722,659 | 841,543 |
Treasury stock reissued (in shares) | 11,761 | 6,295 | ' |
Repurchases of common stock (in shares) | 4,147,983 | 1,128,525 | 2,329,472 |
Retirement of treasury stock (in shares) | 22,915,087 | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' |
Net earnings including non-controlling interest | $84,217,000 | $132,063,000 | $120,466,000 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 88,749,000 | 84,979,000 | 75,968,000 |
Tuxedo rental product amortization | 32,266,000 | 28,315,000 | 28,858,000 |
Loss on disposition of assets | 158,000 | 1,958,000 | 2,778,000 |
Goodwill impairment charge | 9,501,000 | ' | ' |
Asset impairment charges | 2,216,000 | 482,000 | 2,042,000 |
Share-based compensation | 17,120,000 | 16,515,000 | 13,798,000 |
Excess tax benefits from share-based plans | -2,145,000 | -2,997,000 | -1,903,000 |
Deferred tax provision | 2,272,000 | 5,180,000 | 29,428,000 |
Deferred rent expense and other | 2,884,000 | 1,030,000 | 1,084,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts receivable | 14,517,000 | -6,447,000 | 3,615,000 |
Inventories | -39,342,000 | 16,026,000 | -86,726,000 |
Tuxedo rental product | -50,577,000 | -55,281,000 | -39,194,000 |
Other assets | -5,816,000 | -11,089,000 | 7,088,000 |
Accounts payable, accrued expenses and other current liabilities | 34,514,000 | 9,103,000 | 5,351,000 |
Income taxes payable | -2,713,000 | 5,172,000 | 683,000 |
Other liabilities | 1,109,000 | 721,000 | -539,000 |
Net cash provided by operating activities | 188,930,000 | 225,730,000 | 162,797,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' | ' |
Capital expenditures | -108,200,000 | -121,433,000 | -91,820,000 |
Acquisition of business, net of cash | -94,906,000 | ' | ' |
Proceeds from sales of property and equipment | 4,127,000 | 33,000 | 59,000 |
Investment in trademarks, tradenames and other assets | ' | -2,075,000 | ' |
Net cash used in investing activities | -198,979,000 | -123,475,000 | -91,761,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' |
Proceeds from issuance of common stock | 10,739,000 | 8,457,000 | 8,354,000 |
Proceeds from term loan | 100,000,000 | ' | ' |
Payments on term loan | -2,500,000 | ' | ' |
Deferred financing costs | -1,776,000 | ' | ' |
Cash dividends paid | -35,549,000 | -37,084,000 | -25,098,000 |
Tax payments related to vested deferred stock units | -3,865,000 | -4,421,000 | -2,955,000 |
Excess tax benefits from share-based plans | 2,145,000 | 2,997,000 | 1,903,000 |
Repurchases of common stock | -152,129,000 | -41,296,000 | -63,988,000 |
Net cash used in financing activities | -82,935,000 | -71,347,000 | -81,784,000 |
Effect of exchange rate changes | -3,827,000 | -151,000 | -317,000 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -96,811,000 | 30,757,000 | -11,065,000 |
Balance at beginning of period | 156,063,000 | 125,306,000 | 136,371,000 |
Balance at end of period | 59,252,000 | 156,063,000 | 125,306,000 |
Cash paid for: | ' | ' | ' |
Interest | 2,338,000 | 1,154,000 | 1,047,000 |
Income taxes, net | 52,591,000 | 60,437,000 | 23,127,000 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ' | ' | ' |
Additional capital in excess of par resulting from tax benefit related to share-based plans | 1,664,000 | 2,949,000 | 1,883,000 |
Cash dividends declared | 8,963,000 | 9,260,000 | 9,339,000 |
Unpaid capital expenditure purchases | ' | ' | ' |
Unpaid capital expenditure purchases | $10,000,000 | $14,000,000 | $12,700,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 01, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization and Business—The Men's Wearhouse, Inc. and its subsidiaries (the "Company") is a specialty apparel retailer offering suits, suit separates, sport coats, slacks, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo rentals. We offer our products and services through multiple channels including The Men's Wearhouse, Men's Wearhouse and Tux, Moores Clothing for Men ("Moores"), K&G and the internet at www.menswearhouse.com. Our stores are located throughout the United States and Canada and carry a wide selection of exclusive and non-exclusive merchandise brands. In addition, we offer our customers alteration services and most of our K&G stores also offer ladies' career apparel, sportswear and accessories, including shoes, and children's apparel. | |
We also conduct corporate apparel and uniform operations through Twin Hill in the United States ("U.S.") and the United Kingdom ("UK") and Dimensions, Alexandra and Yaffy in the UK and, in the Houston, Texas area, we conduct retail dry cleaning, laundry and heirlooming operations through MW Cleaners. We operate two reportable segments as determined by the way we manage, evaluate and internally report our business activities: Retail and Corporate Apparel. Refer to Note 15 for further segment information. | |
On August 6, 2013, we acquired JA Holding, Inc. ("JA Holding"), the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory. Based on the manner in which we manage, evaluate and internally report our operations, we determined that JA Holding is a component of our Men's Wearhouse brand and therefore has been included in our retail reportable segment. Refer to Notes 2 and 15 for additional details on this acquisition and our segments. | |
We follow the standard fiscal year of the retail industry, which is a 52-week or 53-week period ending on the Saturday closest to January 31. The periods presented in these financial statements are the fiscal years ended February 1, 2014 ("fiscal 2013"), February 2, 2013 ("fiscal 2012") and January 28, 2012 ("fiscal 2011"). Each of these periods had 52 weeks, except for 2012, which consisted of 53 weeks. | |
Principles of Consolidation—The consolidated financial statements include the accounts of The Men's Wearhouse, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. | |
Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents—Cash and cash equivalents includes all cash in banks, cash on hand and all highly liquid investments with an original maturity of three months or less. | |
Accounts Receivable—Accounts receivable consists of our receivables from third-party credit card providers and other trade receivables, net of an allowance for uncollectible accounts of $0.8 million and $1.0 million in fiscal 2013 and 2012, respectively. Collectability is reviewed regularly and the allowance is adjusted as necessary. Our other trade receivables consist primarily of receivables from our corporate apparel segment customers. | |
Inventories—Inventories, which primarily consist of finished goods, are valued at the lower of cost or market. Cost is determined based on the average cost method. Our inventory cost also includes estimated buying and distribution costs (warehousing, freight, hangers and merchandising costs) associated with the inventory, with the balance of such costs included in cost of sales. Buying and distribution costs are allocated to inventory based on the ratio of annual product purchases to inventory cost. We make assumptions, based primarily on historical experience, as to items in our inventory that may be damaged, obsolete or salable only at marked down prices to reflect the market value of these items. | |
Property and Equipment—Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the related allowances for depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings. | |
Buildings are depreciated using the straight-line method over their estimated useful lives of 10 to 25 years. Depreciation of leasehold improvements is computed on the straight-line method over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured, or the useful life of the assets, whichever is shorter. Furniture, fixtures and equipment are depreciated using primarily the straight-line method over their estimated useful lives of two to 25 years. | |
Depreciation expense was $84.9 million, $81.7 million and $72.6 million for fiscal 2013, 2012 and 2011, respectively. | |
Tuxedo Rental Product—Tuxedo rental product is amortized to cost of sales based on the cost of each unit rented. The cost of each unit rented is estimated based on the number of times the unit is expected to be rented and the average cost of the rental product. Lost, damaged and retired rental product is also charged to cost of sales. Tuxedo rental product is amortized to expense generally over a two to three year period. We make assumptions, based primarily on historical experience and information obtained from tuxedo rental industry sources, as to the number of times each unit can be rented. Amortization expense was $32.3 million, $28.3 million and $28.9 million for fiscal 2013, 2012 and 2011, respectively. | |
Impairment of Long-Lived Assets—Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset. Estimating future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales, costs and useful lives of assets. Significant judgment is also involved in selecting the appropriate discount rate to be applied in determining the estimated fair value of an asset. Changes to our key assumptions related to future performance, market conditions and other economic factors can significantly affect our impairment evaluation. For example, unanticipated longer-term adverse market conditions can cause individual stores to become unprofitable and can result in an impairment charge for the property and equipment assets in those stores. | |
Pre-tax non-cash asset impairment charges, which were all related to the retail segment, totaled $2.2 million, $0.5 million and $2.0 million in fiscal 2013, 2012 and 2011, respectively. Of the $2.2 million recorded in fiscal 2013, $1.8 million was related to an impaired tradename. All other asset impairment charges were related to store assets | |
Changes to our key assumptions related to future performance, market conditions and other economic factors could result in future impairment charges for stores or other long-lived assets where the carrying amount of the assets may not be recoverable. | |
Goodwill and Other Intangible Assets—Goodwill and other intangible assets are initially recorded at their fair values. Trademarks, tradenames, customer relationships and other identifiable intangible assets with finite useful lives are amortized to expense over their estimated useful lives of five to 20 years using the straight-line method and are periodically evaluated for impairment as discussed in the "Impairment of Long-Lived Assets" section above. Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated annually as of our fiscal year end for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. | |
During the second quarter of fiscal 2013, based on estimates provided to us by market participants during our review of strategic alternatives for the K&G brand, we concluded that the carrying value of the K&G brand exceeded its fair value. Based on further analysis, it was determined that the entire carrying value of K&G's goodwill was impaired, resulting in a non-cash pre-tax goodwill impairment charge of $9.5 million. | |
Goodwill, which totaled $126.0 million at February 1, 2014, represents the excess cost of businesses acquired over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in prior business combinations. For purposes of our goodwill impairment evaluation, the reporting units are our operating brands identified in Note 15. Goodwill has been assigned to the reporting units based on prior business combinations related to the brands. The goodwill impairment evaluation is performed in two steps. The first step is intended to determine if potential impairment exists and is performed by comparing each reporting unit's fair value to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its estimated fair value, goodwill is considered potentially impaired, and we must complete the second step of the testing to determine the amount of any impairment. The second step requires an allocation of the reporting unit's first step estimated fair value to the individual assets and liabilities of the reporting unit in the same manner as if the reporting unit was being acquired in a business combination. Any excess of the estimated fair value over the amounts allocated to the individual assets and liabilities represents the implied fair value of goodwill for the reporting unit. If the implied fair value of goodwill is less than the recorded goodwill, we would recognize an impairment charge for the difference. | |
In our step one process, we estimate the fair value of our reporting units using a combined income and market comparable approach. Our income approach uses projected future cash flows that are discounted using a weighted-average cost of capital analysis that reflects current market conditions. The market comparable approach primarily considers market price multiples of comparable companies and applies those price multiples to certain key drivers of the reporting unit. We engage an independent valuation firm to assist us in estimating the fair value of our reporting units. | |
Management judgment is a significant factor in the goodwill impairment evaluation process. The computations require management to make estimates and assumptions. Critical assumptions that are used as part of these evaluations include: | |
• | |
The potential future cash flows of the reporting unit. The income approach relies on the timing and estimates of future cash flows. The projections use management's estimates of economic and market conditions over the projected period, including growth rates in revenue, gross margin and expense. The cash flows are based on our most recent business operating plans and various growth rates have been assumed for years beyond the current business plan period. We believe that the assumptions and rates used in our 2013 impairment evaluation are reasonable; however, variations in the assumptions and rates could result in significantly different estimates of fair value. | |
• | |
Selection of an appropriate discount rate. The income approach requires the selection of an appropriate discount rate, which is based on a weighted-average cost of capital analysis. The discount rate is affected by changes in short-term interest rates and long-term yield as well as variances in the typical capital structure of marketplace participants. Given current economic conditions, it is possible that the discount rate will fluctuate in the near term. The weighted-average cost of capital used to discount the cash flows for our reporting units ranged from 12.5% to 14.0% for the 2013 analysis. | |
• | |
Selection of comparable companies within the industry. For purposes of the market comparable approach, valuations were determined by calculating average price multiples of relevant key drivers from a group of companies that are comparable to the reporting units being analyzed and applying those price multiples to the key drivers of the reporting unit. While the market price multiple is not an assumption, a presumption that it provides an indicator of the value of the reporting unit is inherent in the valuation. The determination of the market comparable also involves a degree of judgment. Earnings multiples of 6.5 to 12.5 were used for the 2013 analysis for our operating brands including Men's Wearhouse, Moores, K&G, MW Cleaners, Twin Hill and our UK-based operations. | |
As discussed above, the fair values of reporting units in 2013 were determined using a combined income and market comparable approach. We believe these two approaches are appropriate valuation techniques and we generally weight the two values equally as an estimate of reporting unit fair value for the purposes of our impairment testing. However, we may weigh one value more heavily than the other when conditions merit doing so. The fair value derived from the weighting of these two methods provided appropriate valuations that, in aggregate, reasonably reconciled to our market capitalization, taking into account observable control premiums. Therefore, we used the valuations in evaluating goodwill for possible impairment and determined that, as of February 1, 2014, none of our goodwill was impaired. | |
The goodwill impairment evaluation process requires management to make estimates and assumptions with regard to the fair value of the reporting units. Actual values may differ significantly from these judgments, particularly if there are significant adverse changes in the operating environment for our reporting units. Sustained declines in our market capitalization could also increase the risk of goodwill impairment. Such occurrences could result in future goodwill impairment charges that would, in turn, negatively impact our results of operations; however, any such goodwill impairments would be non-cash charges that would not affect our cash flows or compliance with our current debt covenants. | |
Derivative Financial Instruments—Derivative financial instruments are recorded in the consolidated balance sheet at fair value as other current assets or accrued expenses and other current liabilities. We elected not to apply hedge accounting to our derivative financial instruments used for foreign currency hedging purposes. The gain or loss on our foreign currency derivative financial instruments is recorded in cost of sales in the consolidated statements of earnings. However, we have elected to apply hedge accounting treatment to our interest rate swap derivative instrument as a cash flow hedge with any gains or losses being recognized as a component of other comprehensive income. Refer to Note 14 for further information regarding our derivative instruments. | |
Self-Insurance—We self-insure significant portions of our workers' compensation and employee medical costs. We estimate our liability for future payments under these programs based on historical experience and various assumptions as to participating employees, health care costs, number of claims and other factors, including industry trends and information provided to us by our insurance broker. We also use actuarial estimates. If the number of claims or the costs associated with those claims were to increase significantly over our estimates, additional charges to earnings could be necessary to cover required payments. | |
Sabbatical Leave—We recognize compensation expense associated with a sabbatical leave or other similar benefit arrangement over the requisite service period during which an employee earns the benefit. The accrued liability for sabbatical leave, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $11.3 million and $11.7 million as of fiscal 2013 and 2012, respectively. | |
Income Taxes—Income taxes are accounted for using the asset and liability method. Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting bases and subsequently adjusted to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. The deferred tax assets are reduced, if necessary, by a valuation allowance to the extent future realization of those tax benefits is uncertain. | |
The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and/or penalties related to uncertain tax positions are recognized in income tax expense. See Note 5 for further information regarding income taxes. | |
Revenue Recognition—Clothing product revenue is recognized at the time of sale and delivery of merchandise, net of actual sales returns and a provision for estimated sales returns, and excludes sales taxes. Revenues from tuxedo rental, alteration and other services are recognized upon completion of the services. | |
We present all non-income government-assessed taxes (sales, use and value added taxes) collected from our customers and remitted to governmental agencies on a net basis (excluded from net sales) in our consolidated financial statements. The government-assessed taxes are recorded in accrued expenses and other current liabilities until they are remitted to the government agency. | |
Gift Cards and Gift Card Breakage—Proceeds from the sale of gift cards are recorded as a liability and are recognized as net sales from products and services when the cards are redeemed. Our gift cards are issued by an unrelated third party and do not have expiration dates. We recognize income from breakage of gift cards when the likelihood of redemption of the gift card is remote. We determine our gift card breakage rate based upon historical redemption patterns. Based on this historical information, the likelihood of a gift card remaining unredeemed can be determined 36 months after the gift card is issued. At that time, breakage income is recognized for those cards for which the likelihood of redemption is deemed to be remote and for which there is no legal obligation for us to remit the value of such unredeemed gift cards to any relevant jurisdictions. Gift card breakage income is recorded as other operating income and is classified as a reduction of selling, general and administrative expenses ("SG&A") in our consolidated statement of earnings. Pre-tax breakage income of $1.3 million, $1.5 million and $1.4 million was recognized during fiscal 2013, 2012 and 2011, respectively. Gift card breakage estimates are reviewed on a quarterly basis. | |
Loyalty Program—We maintain a customer loyalty program in our Men's Wearhouse, Men's Wearhouse and Tux and Moores stores in which customers receive points for purchases. Points are equivalent to dollars spent on a one-to-one basis, excluding any sales tax dollars. Upon reaching 500 points, customers are issued a $50 rewards certificate which they may redeem for purchases at our Men's Wearhouse, Men's Wearhouse and Tux or Moores stores or online at www.menswearhouse.com. Generally, reward certificates earned must be redeemed no later than six months from the date of issuance. We accrue the estimated costs of the anticipated certificate redemptions when the certificates are issued and charge such costs to cost of goods sold. Redeemed certificates are recorded as markdowns when redeemed and no revenue is recognized for the redeemed certificate amounts. The estimate of costs associated with the loyalty program requires us to make assumptions related to the cost of product or services to be provided to customers when the certificates are redeemed as well as redemption rates. The accrued liability for loyalty program reward certificates, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $6.3 million and $6.9 million as of fiscal 2013 and 2012, respectively. | |
Vendor Allowances—Vendor allowances received are recognized as a reduction of the cost of the merchandise purchased. | |
Shipping and Handling Costs—All shipping and handling costs for product sold are recognized as cost of goods sold. | |
Operating Leases—Operating leases relate primarily to stores and generally contain rent escalation clauses, rent holidays, contingent rent provisions and occasionally leasehold incentives. Rent expense for operating leases is recognized on a straight-line basis over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured. Rent expense for stores is included in cost of sales as a part of occupancy cost and other rent is included in SG&A expenses. The lease terms commence when we take possession with the right to control use of the leased premises and, for stores, is generally 60 days prior to the date rent payments begin. Rental costs associated with ground or building operating leases that are incurred during a construction period are recognized as rental expense. | |
Deferred rent that results from recognition of rent expense on a straight-line basis is included in other liabilities. Landlord incentives received for reimbursement of leasehold improvements are recorded as deferred rent and amortized as a reduction to rent expense over the term of the lease. Contingent rentals are generally based on percentages of sales and are recognized as store rent expense as they accrue. | |
Advertising—Advertising costs are expensed as incurred or, in the case of media production costs, when the commercial first airs. Advertising expenses were $101.1 million, $94.4 million and $84.4 million in fiscal 2013, 2012 and 2011, respectively. | |
New Store Costs—Promotion and other costs associated with the opening of new stores are expensed as incurred. | |
Store Closures and Relocations—Costs associated with store closures or relocations are charged to expense when the liability is incurred. When we close or relocate a store, we record a liability for the present value of estimated unrecoverable cost, which is substantially made up of the remaining net lease obligation. | |
Share-Based Compensation—In recognizing share-based compensation, we follow the provisions of the authoritative guidance regarding share-based awards. This guidance establishes fair value as the measurement objective in accounting for stock awards and requires the application of a fair value based measurement method in accounting for compensation cost, which is recognized over the requisite service period. | |
We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of restricted stock and deferred stock units ("DSUs") is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest and the level and likelihood of the performance condition to be met. For grants that are subject to graded vesting over a service period, we recognize expense on a straight-line basis over the requisite service period for the entire award. | |
Share-based compensation expense recognized for fiscal 2013, 2012 and 2011 was $17.1 million, $16.5 million and $13.8 million, respectively. Total income tax benefit recognized in net earnings for share-based compensation arrangements was $6.6 million, $6.4 million and $5.4 million for fiscal 2013, 2012 and 2011, respectively. Refer to Note 10 for additional disclosures regarding share-based compensation. | |
Foreign Currency Translation—Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at each balance sheet date. Equity is translated at applicable historical exchange rates. Income, expense and cash flow items are translated at average exchange rates during the year. Resulting translation adjustments are reported as a separate component of comprehensive income. | |
Comprehensive Income—Comprehensive income includes all changes in equity during the period presented that result from transactions and other economic events other than transactions with shareholders. We present comprehensive income in a separate statement in the accompanying financial statements. | |
Non-controlling Interest—Non-controlling interest in our consolidated balance sheets represents the proportionate share of equity attributable to the minority shareholders of our consolidated UK subsidiaries. Non-controlling interest is adjusted each period to reflect the allocation of comprehensive income to or the absorption of comprehensive losses by the non-controlling interest. | |
Earnings per share—We calculate earnings per common share attributable to common shareholders using the two-class method in accordance with the guidance for determining whether instruments granted in share-based payment transactions are participating securities, which provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per common share attributable to common shareholders pursuant to the two-class method. Refer to Note 3 for disclosures regarding earnings per common share attributable to common shareholders. | |
Treasury stock—Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to capital in excess of par value using the average-cost method. Upon retirement of treasury stock, the amounts in excess of par value are charged entirely to retained earnings. Refer to Note 9 for disclosures regarding our stock repurchases and retirement of treasury stock. | |
Recent Accounting Pronouncements—We have considered all new accounting pronouncements and have concluded that there are no new pronouncements that may have a material impact on our results of operations, financial condition, or cash flows, based on current information. | |
ACQUISITION
ACQUISITION | 12 Months Ended | ||||
Feb. 01, 2014 | |||||
ACQUISITION | ' | ||||
ACQUISITION | ' | ||||
2. ACQUISITION | |||||
On August 6, 2013, we acquired all of the outstanding common stock of JA Holding, the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory, for $97.5 million in cash consideration, subject to certain adjustments. The total net cash consideration after these adjustments was $94.9 million. The cash paid at closing was funded by $100.0 million borrowed under the term loan provision of our Credit Agreement (see Note 4). Acquisition and integration costs of $6.7 million during fiscal 2013 are included in the consolidated statement of earnings within SG&A expenses. | |||||
The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed in the JA Holding acquisition (amounts in millions). | |||||
Accounts receivable | $ | 12.8 | |||
Inventories | 6.5 | ||||
Other assets | 3.1 | ||||
Property and equipment | 7.3 | ||||
Goodwill | 49.3 | ||||
Tradename | 30 | ||||
Accounts payable, accrued expenses and other current liabilities | (7.2 | ) | |||
Other liabilities | (6.9 | ) | |||
| | | | | |
Total purchase price | $ | 94.9 | |||
| | | | | |
| | | | | |
Goodwill is calculated as the excess of the purchase price over the net assets acquired. The acquisition resulted in goodwill primarily related to growth opportunities as we believe this transaction will accelerate our strategy of offering exclusive brands with broad appeal at attractive prices. All of the goodwill has been assigned to our retail reportable segment and is non-deductible for tax purposes. Acquired intangible assets consist of the Joseph Abboud tradename which is not subject to amortization but will be evaluated at least annually for impairment. | |||||
The results of operations for JA Holding are included in the consolidated statements of earnings beginning on August 6, 2013 and were not significant to our consolidated results. The impact of the acquisition on our results of operations, as if the acquisition had been completed as of the beginning of the periods presented, is not significant. | |||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
EARNINGS PER SHARE | ' | ||||||||||
EARNINGS PER SHARE | ' | ||||||||||
3. EARNINGS PER SHARE | |||||||||||
Basic earnings per common share attributable to common shareholders is determined using the two-class method and is computed by dividing net earnings attributable to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share attributable to common shareholders reflects the more dilutive earnings per common share amount calculated using the treasury stock method or the two-class method. | |||||||||||
The following table sets forth the computation of basic and diluted earnings per common share attributable to common shareholders (in thousands, except per share amounts). Basic and diluted earnings per common share attributable to common shareholders are computed using the actual net earnings available to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our consolidated statement of earnings and the accompanying notes. As a result, it may not be possible to recalculate earnings per common share attributable to common shareholders in our consolidated statement of earnings and the accompanying notes. | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Numerator | |||||||||||
Total net earnings attributable to common shareholders | $ | 83,791 | $ | 131,716 | $ | 120,601 | |||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) | (442 | ) | (1,559 | ) | (1,479 | ) | |||||
| | | | | | | | | | | |
Net earnings attributable to common shareholders | $ | 83,349 | $ | 130,157 | $ | 119,122 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Denominator | |||||||||||
Basic weighted-average common shares outstanding | 48,849 | 50,793 | 51,423 | ||||||||
Dilutive effect of share-based awards | 313 | 233 | 269 | ||||||||
| | | | | | | | | | | |
Diluted weighted-average common shares outstanding | 49,162 | 51,026 | 51,692 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net earnings per common share attributable to common shareholders: | |||||||||||
Basic | $ | 1.71 | $ | 2.56 | $ | 2.32 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Diluted | $ | 1.7 | $ | 2.55 | $ | 2.3 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
For fiscal 2013, 2012, and 2011, 0.2, 0.3 and 0.4 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share attributable to common shareholders, respectively. | |||||||||||
DEBT
DEBT | 12 Months Ended |
Feb. 01, 2014 | |
DEBT | ' |
DEBT | ' |
4. DEBT | |
On April 12, 2013, we entered into a Third Amended and Restated Credit Agreement (the "Credit Agreement") with a group of banks to amend and restate our existing credit facility, which provided us with a revolving credit facility that was scheduled to mature on January 26, 2016. | |
On August 6, 2013, we borrowed $100.0 million under the term loan provision of our Credit Agreement (the "Term Loan"), which will be repaid over five years, with 10% payable annually in quarterly installments and the remainder due at maturity. Principal payments related to the Term Loan will be $10.0 million for each of the fiscal years 2014, 2015, 2016 and 2017 and $57.5 million for fiscal year 2018. The interest rate on the Term Loan is based on the monthly LIBOR rate plus 1.75%. In conjunction with the Term Loan, we also entered into an interest rate swap, in which the variable rate payments due under the Term Loan were exchanged for a fixed rate of 1.27%, resulting in a combined interest rate of 3.02%. As of February 1, 2014, there was $97.5 million outstanding under the Term Loan. | |
The Credit Agreement provides for a senior revolving credit facility of $300.0 million, with possible future increases to $450.0 million under an expansion feature, which matures on April 12, 2018. The Credit Agreement is secured by the stock of certain of our subsidiaries. The Credit Agreement has several borrowing and interest rate options including the following indices: (i) adjusted LIBO rate, (ii) adjusted EURIBO rate, (iii) CDOR rate, (iv) Canadian prime rate or (v) an alternate base rate (equal to the greater of the prime rate, the federal funds rate plus 0.5% or the adjusted LIBO rate for a one-month period plus 1.0%). Advances under the Credit Agreement bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 2.50%. The Credit Agreement also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.75% to 2.50%, and a fee on unused commitments which ranges from 0.35% to 0.50%. As of February 1, 2014, there were no borrowings outstanding under the senior revolving credit facility. | |
The Credit Agreement contains certain restrictive and financial covenants, including the requirement to maintain certain financial ratios. The restrictive provisions in the Credit Agreement reflect an overall covenant structure that is generally representative of a commercial loan made to an investment-grade company. | |
We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. At February 1, 2014, letters of credit totaling approximately $19.2 million were issued and outstanding. Borrowings available under our Credit Agreement at February 1, 2014 were $280.8 million. | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
INCOME TAXES | ' | ||||||||||
INCOME TAXES | ' | ||||||||||
5. INCOME TAXES | |||||||||||
Earnings before income taxes (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
United States | $ | 82,061 | $ | 143,215 | $ | 133,405 | |||||
Foreign | 44,747 | 54,457 | 51,005 | ||||||||
| | | | | | | | | | | |
Total | $ | 126,808 | $ | 197,672 | $ | 184,410 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The provision for income taxes consists of the following (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current tax expense: | |||||||||||
Federal | $ | 27,438 | $ | 41,107 | $ | 24,087 | |||||
State | 3,434 | 5,430 | 4,780 | ||||||||
Foreign | 9,447 | 13,892 | 5,649 | ||||||||
Deferred tax expense (benefit): | |||||||||||
Federal and state | 961 | 5,739 | 20,864 | ||||||||
Foreign | 1,311 | (559 | ) | 8,564 | |||||||
| | | | | | | | | | | |
Total | $ | 42,591 | $ | 65,609 | $ | 63,944 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
No provision for U.S. income taxes or Canadian withholding taxes has been made on the cumulative undistributed earnings of foreign companies (approximately $249.3 million at February 1, 2014) because we intend to reinvest permanently outside of the U.S. The potential deferred tax liability associated with these earnings, net of foreign tax credits associated with the earnings, is estimated to be $44.9 million. | |||||||||||
A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows: | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||
State income taxes, net of federal benefit | 2.7 | 2.9 | 3.1 | ||||||||
Net change in tax accruals | 0.1 | (0.2 | ) | (0.2 | ) | ||||||
Foreign tax rate differential | (3.2 | ) | (2.3 | ) | (1.5 | ) | |||||
Amortizable tax goodwill | (1.4 | ) | (0.9 | ) | (1.0 | ) | |||||
Valuation allowance | 0.4 | 0.3 | — | ||||||||
Other | — | (1.6 | ) | (0.7 | ) | ||||||
| | | | | | | | | | | |
33.6 | % | 33.2 | % | 34.7 | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income, and projections for future taxable income over the periods for which the deferred tax assets are deductible, management believes, as of February 1, 2014, it is more likely than not that we will realize the benefits of the deferred tax assets, except as discussed below. | |||||||||||
At February 1, 2014, we had net deferred tax liabilities of $14.4 million with $33.1 million classified as other current assets, $0.6 million classified as other non-current assets, and $48.1 million classified as other non-current liabilities. At February 2, 2013, we had net deferred tax liabilities of $7.0 million with $26.6 million classified as other current assets, $1.8 million classified as other non-current assets, and $35.4 million classified as other non-current liabilities. A valuation allowance of $1.2 million included in net deferred tax assets at February 1, 2014 is based on our assumptions about our ability to utilize foreign tax credits carryforwards and state net operating loss ("NOL") carryforwards before such carryforwards expire. | |||||||||||
Total deferred tax assets and liabilities and the related temporary differences as of February 1, 2014 and February 2, 2013 were as follows (in thousands): | |||||||||||
February 1, | February 2, | ||||||||||
2014 | 2013 | ||||||||||
Deferred tax assets: | |||||||||||
Accrued rent and other expenses | $ | 43,731 | $ | 37,314 | |||||||
Accrued compensation | 21,457 | 20,602 | |||||||||
Accrued inventory markdowns | 2,471 | 2,541 | |||||||||
Deferred intercompany profits | — | 918 | |||||||||
Other | 2,013 | 38 | |||||||||
Tax loss and other carryforwards | 12,093 | 13,938 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 81,765 | 75,351 | |||||||||
Valuation allowance | (1,177 | ) | (555 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | 80,588 | 74,796 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Property and equipment | (73,401 | ) | (62,939 | ) | |||||||
Capitalized inventory costs | (4,557 | ) | (4,819 | ) | |||||||
Intangibles | (17,073 | ) | (14,021 | ) | |||||||
| | | | | | | | ||||
Total deferred tax liabilities | (95,031 | ) | (81,779 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | (14,443 | ) | $ | (6,983 | ) | |||||
| | | | | | | | ||||
| | | | | | | | ||||
In accordance with the guidance regarding accounting for uncertainty in income taxes, we classify uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year and recognize interest and/or penalties related to income tax matters in income tax expense. As of February 1, 2014 and February 2, 2013, the total amount of accrued interest related to uncertain tax positions was $0.7 million and $0.9 million, respectively. Amounts charged to income tax expense for interest and/or penalties related to income tax matters were $0.1 million, $0.2 million and $0.3 million in fiscal 2013, 2012 and 2011, respectively. | |||||||||||
The following table summarizes the activity related to our unrecognized tax benefits (in thousands): | |||||||||||
February 1, | February 2, | ||||||||||
2014 | 2013 | ||||||||||
Gross unrecognized tax benefits, beginning balance | $ | 3,917 | $ | 4,346 | |||||||
Increase in tax positions for prior years | 245 | 621 | |||||||||
Decrease in tax positions for prior years | (7 | ) | (417 | ) | |||||||
Increase in tax positions for current year | 212 | 539 | |||||||||
Decrease in tax positions for current year | — | — | |||||||||
Settlements | (1,052 | ) | (358 | ) | |||||||
Lapse from statute of limitations | (385 | ) | (814 | ) | |||||||
| | | | | | | | ||||
Gross unrecognized tax benefits, ending balance | $ | 2,930 | $ | 3,917 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Of the $2.9 million in unrecognized tax benefits as of February 1, 2014, $2.5 million, if recognized, would reduce our income tax expense and effective tax rate. We do not expect material changes in the total amount of unrecognized tax benefits within the next 12 months, but the outcome of tax matters is uncertain and unforeseen results can occur. | |||||||||||
We are subject to routine compliance examinations on tax matters by various tax jurisdictions in the ordinary course of business. Tax years 2007 through 2013 are open to such examinations. Our tax jurisdictions include the United States, Canada, the United Kingdom, The Netherlands and France as well as their states, provinces and other political subdivisions. A U.S. federal examination and a number of U.S. state examinations are ongoing. | |||||||||||
At February 1, 2014, we had federal, state and foreign NOL carryforwards of approximately $25.5 million, $16.8 million and $6.2 million, respectively. The federal and state NOLs will expire between fiscal 2016 and 2032; the $6.2 million of foreign NOLs can be carried forward indefinitely. We also had $0.8 million of foreign tax credit carryforwards at February 1, 2014 which will expire in 2019. | |||||||||||
OTHER_CURRENT_ASSETS_ACCRUED_E
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | ' | |||||||
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | ' | |||||||
6. OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | ||||||||
Other current assets consist of the following (in thousands): | ||||||||
February 1, | February 2, | |||||||
2014 | 2013 | |||||||
Prepaid expenses | $ | 33,747 | $ | 35,403 | ||||
Current deferred tax assets | 33,148 | 26,607 | ||||||
Tax receivable | 17,276 | 8,040 | ||||||
Other | 9,035 | 9,499 | ||||||
| | | | | | | | |
Total other current assets | $ | 93,206 | $ | 79,549 | ||||
| | | | | | | | |
| | | | | | | | |
Accrued expenses and other current liabilities consist of the following (in thousands): | ||||||||
February 1, | February 2, | |||||||
2014 | 2013 | |||||||
Accrued salary, bonus, sabbatical, vacation and other benefits | $ | 58,127 | $ | 55,555 | ||||
Customer deposits, prepayments and refunds payable | 22,617 | 20,276 | ||||||
Accrued workers compensation and medical costs | 22,055 | 19,146 | ||||||
Sales, value added, payroll, property and other taxes payable | 19,184 | 23,801 | ||||||
Unredeemed gift certificates | 15,589 | 15,535 | ||||||
Accrued strategic professional fees | 9,338 | — | ||||||
Cash dividends declared | 8,963 | 9,260 | ||||||
Loyalty program reward certificates | 6,321 | 6,930 | ||||||
Other | 13,603 | 13,841 | ||||||
| | | | | | | | |
Total accrued expenses and other current liabilities | $ | 175,797 | $ | 164,344 | ||||
| | | | | | | | |
| | | | | | | | |
Deferred taxes and other liabilities consist of the following (in thousands): | ||||||||
February 1, | February 2, | |||||||
2014 | 2013 | |||||||
Deferred rent and landlord incentives | $ | 55,923 | $ | 52,814 | ||||
Non-current deferred and other income tax liabilities | 51,604 | 38,810 | ||||||
Other | 1,765 | 1,305 | ||||||
| | | | | | | | |
Total deferred taxes and other liabilities | $ | 109,292 | $ | 92,929 | ||||
| | | | | | | | |
| | | | | | | | |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME | ' | ||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME | ' | ||||||||||
7. ACCUMULATED OTHER COMPREHENSIVE INCOME | |||||||||||
The following table summarizes the components of accumulated other comprehensive income during fiscal 2013, 2012 and 2011 (in thousands and net of tax). | |||||||||||
Foreign | Interest Rate | Total | |||||||||
Currency | Swap | ||||||||||
Translation | |||||||||||
BALANCE—January 29, 2011 | $ | 38,366 | $ | — | $ | 38,366 | |||||
Other comprehensive loss before reclassifications | (1,551 | ) | — | (1,551 | ) | ||||||
Other comprehensive loss attributable to non-controlling interest | 106 | — | 106 | ||||||||
| | | | | | | | | | | |
Net other comprehensive loss | (1,445 | ) | — | (1,445 | ) | ||||||
| | | | | | | | | | | |
BALANCE—January 28, 2012 | 36,921 | — | 36,921 | ||||||||
Other comprehensive loss before reclassifications | (23 | ) | — | (23 | ) | ||||||
Other comprehensive loss attributable to non-controlling interest | 26 | — | 26 | ||||||||
| | | | | | | | | | | |
Net other comprehensive income | 3 | — | 3 | ||||||||
| | | | | | | | | | | |
BALANCE—February 2, 2013 | 36,924 | — | 36,924 | ||||||||
Other comprehensive loss before reclassifications | (8,606 | ) | (728 | ) | (9,334 | ) | |||||
Other comprehensive income attributable to non-controlling interest | (608 | ) | — | (608 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | — | 329 | 329 | ||||||||
| | | | | | | | | | | |
Net other comprehensive loss | (9,214 | ) | (399 | ) | (9,613 | ) | |||||
| | | | | | | | | | | |
BALANCE—February 1, 2014 | $ | 27,710 | $ | (399 | ) | $ | 27,311 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
DIVIDENDS
DIVIDENDS | 12 Months Ended |
Feb. 01, 2014 | |
DIVIDENDS | ' |
DIVIDENDS | ' |
8. DIVIDENDS | |
Cash dividends paid were approximately $35.5 million, $37.1 million and $25.1 million during fiscal 2013, 2012 and 2011, respectively. In fiscal 2013 and 2012, a dividend of $0.18 per share was declared in the first, second, third and fourth quarters, for an annual dividend of $0.72 per share, respectively. In fiscal 2011, a dividend of $0.12 per share was declared in the first, second and third quarters and a dividend of $0.18 per share was declared in the fourth quarter, for an annual dividend of $0.54 per share. | |
The cash dividend of $0.18 per share declared by our Board of Directors (the "Board") in January 2014 is payable on March 28, 2014 to shareholders of record on March 18, 2014. The dividend payout is approximately $9.0 million and is included in accrued expenses and other current liabilities on the consolidated balance sheet as of February 1, 2014. | |
SHARE_REPURCHASES_AND_TREASURY
SHARE REPURCHASES AND TREASURY STOCK | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
SHARE REPURCHASES AND TREASURY STOCK | ' | ||||||||||
SHARE REPURCHASES AND TREASURY STOCK | ' | ||||||||||
9. SHARE REPURCHASES AND TREASURY STOCK | |||||||||||
In March 2013, the Board approved a $200.0 million share repurchase program for our common stock. This approval amended and replaced our existing $150.0 million share repurchase program authorized by the Board in January 2011, which had a remaining authorization of $45.2 million at the time of amendment. | |||||||||||
In July 2013, we entered into an accelerated share repurchase agreement ("ASR Agreement") with J.P. Morgan Securities LLC ("JPMorgan"), as agent for JPMorgan Chase Bank, National Association, London Branch, to purchase $100.0 million of our common stock. In July, we paid $100.0 million to JPMorgan and received an initial delivery of 2,197,518 shares. The value of the initial shares received was approximately $85.0 million, reflecting a $38.68 price per share. In September 2013, JPMorgan delivered an additional 455,769 shares valued at approximately $15.0 million, reflecting a $32.91 price per share. All repurchased shares under the ASR Agreement were immediately retired. | |||||||||||
In addition to the ASR Agreement, during fiscal 2013, 1,489,318 shares at a cost of $52.0 million were repurchased in open market transactions at an average price per share of $34.89 under the Board's March 2013 authorization. At February 1, 2014, the remaining balance available under the Board's March 2013 authorization was $48.0 million. | |||||||||||
During fiscal 2012, 1,121,484 shares at a cost of $41.0 million were repurchased at an average price per share of $36.59 under the Board's January 2011 authorization. During fiscal 2011, 2,322,340 shares at a cost of $63.8 million were repurchased at an average price per share of $27.47 under the Board's January 2011 authorization. | |||||||||||
During fiscal 2013, 2012 and 2011, 5,378 shares, 7,041 shares and 7,132 shares, respectively, at a cost of $0.2 million, $0.3 million and $0.2 million, respectively, were repurchased at an average price per share of $30.03, $37.28 and $27.77, respectively, in private transactions to satisfy minimum tax withholding obligations arising upon the vesting of certain restricted stock. | |||||||||||
The following table summarizes our common stock repurchases during fiscal 2013, 2012 and 2011 (in thousands, except share data and average price per share): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Shares repurchased | 4,147,983 | 1,128,525 | 2,329,472 | ||||||||
Total costs | $ | 152,129 | $ | 41,296 | $ | 63,988 | |||||
Average price per share | $ | 36.68 | $ | 36.59 | $ | 27.47 | |||||
The following table shows the change in our treasury shares during fiscal 2013 and 2012: | |||||||||||
Treasury | |||||||||||
Shares | |||||||||||
Balance, January 28, 2012 | 20,447,822 | ||||||||||
Purchases of common stock | 1,128,525 | ||||||||||
Reissuance of common stock | (6,295 | ) | |||||||||
| | | | | |||||||
Balance, February 2, 2013 | 21,570,052 | ||||||||||
Purchases of common stock | 1,494,696 | ||||||||||
Retirement of common stock | (22,915,087 | ) | |||||||||
Reissuance of common stock | (11,761 | ) | |||||||||
| | | | | |||||||
Balance, February 1, 2014 | 137,900 | ||||||||||
| | | | | |||||||
| | | | | |||||||
The total cost of the 137,900 shares of treasury stock held at February 1, 2014 was $3.4 million or an average price of $24.71 per share. The total cost of the 21,570,052 shares of treasury stock held at February 2, 2013 was $517.9 million or an average price of $24.01 per share. | |||||||||||
For fiscal 2013 and 2012, 11,761 treasury shares and 6,295 treasury shares, respectively, of our common stock were reissued pursuant to a two-year services agreement with an unrelated third party. The fair value of the common stock issued during fiscal 2013 and 2012 was approximately $0.4 million and $0.2 million, respectively. | |||||||||||
In December 2013, we retired 22.9 million shares of our treasury stock, which had no impact on total stockholders' equity. | |||||||||||
EQUITY_AND_SHAREBASED_COMPENSA
EQUITY AND SHARE-BASED COMPENSATION PLANS | 12 Months Ended | |||||||||||||
Feb. 01, 2014 | ||||||||||||||
EQUITY AND SHARE-BASED COMPENSATION PLANS | ' | |||||||||||||
EQUITY AND SHARE-BASED COMPENSATION PLANS | ' | |||||||||||||
10. EQUITY AND SHARE-BASED COMPENSATION PLANS | ||||||||||||||
Shareholder Rights Plan | ||||||||||||||
On October 9, 2013, the Board declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of our common stock. The dividend was payable on October 21, 2013 (the "Record Date") to shareholders of record as of the close of business on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company at a price of $160.00 per one-thousandth of a Preferred Share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated as of October 10, 2013. The Rights become exercisable in the event any person or group acquires 10% (or 15% in the case of a passive institutional investor) or more of our common stock or following the commencement of, or announcement of an intention to make, a tender offer or exchange offer of the Company's common stock, and until such time are inseparable from and trade with the Company's common stock. The Rights Agreement expires on September 30, 2014 unless the Rights are earlier redeemed or exchanged by the Company. No Rights were exercised as of February 1, 2014. | ||||||||||||||
Preferred Stock | ||||||||||||||
Our Board is authorized to issue up to 2,000,000 shares of preferred stock and to determine the dividend rights and terms, redemption rights and terms, liquidation preferences, conversion rights, voting rights and sinking fund provisions of those shares without any further vote or act by Company shareholders. There was no issued preferred stock as of February 1, 2014 and February 2, 2013, respectively. | ||||||||||||||
Stock Plans | ||||||||||||||
We have adopted the 2004 Long-Term Incentive Plan ("2004 Plan") which, as amended, provides for an aggregate of up to 4,610,059 shares of our common stock (or the fair market value thereof) with respect to which stock options, stock appreciation rights, restricted stock, DSUs and performance based awards may be granted to full-time key employees and to non-employee directors of the Company. During fiscal 2013, our shareholders approved an amendment to the 2004 Plan extending its termination date to March 29, 2024. Under the 2004 Plan, the vesting, transferability restrictions and other applicable provisions of any stock options, stock appreciation rights, restricted stock, DSUs or performance based awards are determined by the Compensation Committee of the Board of Directors or, in the case of awards to non-employee directors, the Board of Directors of the Company. | ||||||||||||||
In addition, we continue to administer the 1996 Long-Term Incentive Plan ("1996 Plan") and the Non-Employee Director Stock Option Plan ("Director Plan") as a result of awards which remain outstanding pursuant to such plans. No awards have been available for grant under the 1996 Plan and the Director Plan since April 2011 and February 2012, respectively. | ||||||||||||||
Options granted under these plans vest annually in varying increments over a period from one to ten years and must be exercised within ten years of the date of grant. Grants of DSUs or restricted stock generally vest over a period from one to three years; however, certain grants vest annually at varying increments over a period up to ten years. | ||||||||||||||
As of February 1, 2014, 1,465,820 shares were available for grant under the 2004 Plan and 2,848,329 shares of common stock were reserved for future issuance under the existing plans. | ||||||||||||||
Non-Vested Deferred Stock Units and Restricted Stock Shares | ||||||||||||||
The following table summarizes DSU activity during fiscal 2013: | ||||||||||||||
Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | ||||||||||||||
Time- | Performance- | Time- | Performance- | |||||||||||
Based | Based | Based | Based | |||||||||||
Non-Vested at February 2, 2013 | 471,369 | — | $ | 36.22 | $ | — | ||||||||
Granted | 461,821 | 97,668 | 33.3 | 33.09 | ||||||||||
Vested(1) | (325,763 | ) | — | 38.19 | — | |||||||||
Forfeited | (34,385 | ) | (15,110 | ) | 32.85 | 33.09 | ||||||||
| | | | | | | | | | | | | | |
Non-Vested at February 1, 2014 | 573,042 | 82,558 | $ | 32.95 | $ | 33.09 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Includes 110,740 shares relinquished for tax payments related to vested DSUs in fiscal 2013. | ||||||||||||||
The following table summarizes additional information about DSUs: | ||||||||||||||
Fiscal Year | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
DSUs issued | 559,489 | 350,284 | 470,999 | |||||||||||
Weighted average grant date fair value | $ | 33.26 | $ | 39.37 | $ | 28.65 | ||||||||
Fair value of shares vested (in millions) | $ | 12.4 | $ | 10.7 | $ | 8.2 | ||||||||
As of February 1, 2014, the intrinsic value of non-vested DSUs was $31.5 million. | ||||||||||||||
On April 3, 2013, our Board approved a change in the form of award agreements to be issued for grants of DSUs to participants under our 2004 Long-Term Incentive Plan. As revised, the award agreements provide that dividend equivalents, if any, will be accrued during the vesting period for such DSU awards and paid out only upon vesting of the underlying DSUs. As such, grants of DSU awards on or after April 3, 2013 earn dividends throughout the vesting period which are subject to the same vesting terms as the underlying share award. Grants of DSUs generally vest over a period of from one to three years. DSU awards granted prior to April 3, 2013 are entitled to receive non-forfeitable dividend equivalents, if any, when and if paid to shareholders of record at the payment date. Included in the non-vested time-based awards as of February 1, 2014 are 141,662 DSUs granted prior to April 3, 2013. | ||||||||||||||
The performance-based DSUs represent a contingent right to receive one share of common stock and generally vest in one-third tranches over a three-year period, subject to our achievement of a performance target during an applicable performance period. Any unvested performance-based DSUs at the end of the performance period are rolled over and become eligible to vest in subsequent performance periods. Any performance-based DSUs that are unvested at the end of all vesting periods will lapse and be forfeited as of such time. The performance-based DSUs earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards. | ||||||||||||||
The following table summarizes restricted stock activity during fiscal 2013: | ||||||||||||||
Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | ||||||||||||||
Non-Vested at February 2, 2013 | 99,847 | $ | 28.55 | |||||||||||
Granted | 23,577 | 40.29 | ||||||||||||
Vested | (42,505 | ) | 29.7 | |||||||||||
Forfeited | — | — | ||||||||||||
| | | | | | | | |||||||
Non-Vested at February 1, 2014 | 80,919 | $ | 31.36 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
The following table summarizes additional information about restricted stock: | ||||||||||||||
Fiscal Year | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Restricted stock issued | 23,577 | 22,407 | 119,081 | |||||||||||
Weighted average grant date fair value | $ | 40.29 | $ | 31.23 | $ | 28.45 | ||||||||
Fair value of shares vested (in millions) | $ | 1.3 | $ | 1.2 | $ | 1.3 | ||||||||
As of February 1, 2014, the intrinsic value of non-vested restricted stock shares was $3.9 million. | ||||||||||||||
As of February 1, 2014, we have unrecognized compensation expense related to non-vested DSUs and shares of restricted stock of approximately $11.2 million which is expected to be recognized over a weighted-average period of 1.4 years. | ||||||||||||||
Stock Options | ||||||||||||||
The following table summarizes stock option activity during fiscal 2013: | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise Price | Remaining | Value | ||||||||||||
Contractual | (in thousands) | |||||||||||||
Term | ||||||||||||||
Options outstanding at February 2, 2013 | 1,024,768 | $ | 25.54 | |||||||||||
Granted | 19,080 | 33.09 | ||||||||||||
Exercised | (372,841 | ) | 20.67 | |||||||||||
Forfeited | (25,012 | ) | 19.58 | |||||||||||
Expired | (5 | ) | 7.97 | |||||||||||
| | | | | | | | | | | | | ||
Outstanding at February 1, 2014 | 645,990 | $ | 28.8 | 5.2 Years | $ | 12,427 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Vested or expected to vest at February 1, 2014 | 640,815 | $ | 28.82 | 5.2 Years | $ | 12,314 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Exercisable at February 1, 2014 | 346,843 | $ | 28.92 | 4.8 Years | $ | 6,631 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
The weighted-average grant date fair value of stock options granted during fiscal 2013, 2012 and 2011 was $13.10, $17.21, and $11.65, respectively. The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model using the following weighted-average assumptions: | ||||||||||||||
Fiscal Year | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Risk-free interest rates | 0.76 | % | 1.09 | % | 2.16 | % | ||||||||
Expected lives | 5.0 years | 5.0 years | 5.0 years | |||||||||||
Dividend yield | 2.2 | % | 2.07 | % | 1.7 | % | ||||||||
Expected volatility | 55 | % | 58.67 | % | 53.67 | % | ||||||||
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected lives represents the period of time the options are expected to be outstanding after their grant date. The dividend yield is based on the average of the annual dividend divided by the market price of our common stock at the time of declaration. The expected volatility is based on historical volatility of our common stock. The total intrinsic value of options exercised during fiscal 2013, 2012 and 2011 was $7.8 million, $6.4 million and $5.6 million, respectively. As of February 1, 2014, we have unrecognized compensation expense related to non-vested stock options of approximately $2.5 million which is expected to be recognized over a weighted-average period of 1.9 years. | ||||||||||||||
RETIREMENT_AND_STOCK_PURCHASE_
RETIREMENT AND STOCK PURCHASE PLANS | 12 Months Ended |
Feb. 01, 2014 | |
RETIREMENT AND STOCK PURCHASE PLANS | ' |
RETIREMENT AND STOCK PURCHASE PLANS | ' |
11. RETIREMENT AND STOCK PURCHASE PLANS | |
We have a 401(k) savings plan which allows eligible employees to save for retirement on a tax deferred basis. Employer matching contributions under the 401(k) savings plan are made based on a formula set by the Board from time to time. During fiscal 2013, 2012 and 2011, our matching contributions for the plan charged to operations were $1.0 million, $1.0 million and $0.9 million, respectively. | |
In addition, we have an Employee Stock Discount Plan ("ESDP") which allows employees to authorize after-tax payroll deductions to be used for the purchase of up to 2,137,500 shares of our common stock at 85% of the lesser of the fair market value of our common stock on the first day of the offering period or the fair market value of our common stock on the last day of the offering period. We make no contributions to this plan but pay all brokerage, service and other costs incurred. A participant may not purchase more than 125 shares during any calendar quarter. | |
During fiscal 2013, 2012 and 2011, employees purchased 108,110 shares, 104,654 shares and 103,964 shares, respectively, under the ESDP, the weighted-average fair value of which was $28.06, $25.18 and $22.53 per share, respectively. We recognized approximately $0.8 million, $0.7 million and $0.7 million of share-based compensation expense related to the ESDP for fiscal 2013, 2012 and 2011, respectively. As of February 1, 2014, 740,338 shares were reserved for future issuance under the ESDP. | |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | ||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | ||||||||||
12. GOODWILL AND INTANGIBLE ASSETS | |||||||||||
Goodwill | |||||||||||
Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended February 1, 2014 and February 2, 2013 are as follows (in thousands): | |||||||||||
Retail | Corporate | Total | |||||||||
Apparel | |||||||||||
Balance, January 28, 2012 | $ | 59,900 | $ | 27,882 | $ | 87,782 | |||||
Translation adjustment | 95 | (42 | ) | 53 | |||||||
| | | | | | | | | | | |
Balance, February 2, 2013 | $ | 59,995 | $ | 27,840 | $ | 87,835 | |||||
Goodwill of acquired business | 49,338 | — | 49,338 | ||||||||
Impairment charge | (9,501 | ) | — | (9,501 | ) | ||||||
Translation adjustment | (2,913 | ) | 1,244 | (1,669 | ) | ||||||
| | | | | | | | | | | |
Balance, February 1, 2014 | $ | 96,919 | $ | 29,084 | $ | 126,003 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The goodwill of acquired business, during fiscal 2013, resulted from our acquisition of JA Holding. Refer to Note 2 for additional discussion of the JA Holding acquisition. | |||||||||||
Goodwill is evaluated for impairment annually as of our fiscal year end. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. During fiscal 2013, based on estimates provided to us by market participants during our review of strategic alternatives for the K&G brand, we concluded that the carrying value of the K&G brand exceeded its fair value. Based on further analysis, it was determined that the entire carrying value of K&G's goodwill was impaired, resulting in a non-cash pre-tax goodwill impairment charge of $9.5 million. As of February 1, 2014, accumulated goodwill impairment totaled $9.5 million. | |||||||||||
Intangible Assets | |||||||||||
The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): | |||||||||||
February 1, | February 2, | ||||||||||
2014 | 2013 | ||||||||||
Amortizable intangible assets: | |||||||||||
Carrying amount: | |||||||||||
Trademarks, tradenames and other intangibles | $ | 12,012 | $ | 14,502 | |||||||
Customer relationships | 33,602 | 32,098 | |||||||||
| | | | | | | | ||||
Total carrying amount | 45,614 | 46,600 | |||||||||
| | | | | | | | ||||
Accumulated amortization: | |||||||||||
Trademarks, tradenames and other intangibles | (9,007 | ) | (8,663 | ) | |||||||
Customer relationships | (9,895 | ) | (6,751 | ) | |||||||
| | | | | | | | ||||
Total accumulated amortization | (18,902 | ) | (15,414 | ) | |||||||
| | | | | | | | ||||
Total amortizable intangible assets, net | 26,712 | 31,186 | |||||||||
| | | | | | | | ||||
Infinite-lived intangible assets: | |||||||||||
Trademarks and tradename | 31,315 | 1,256 | |||||||||
| | | | | | | | ||||
Total intangible assets, net | $ | 58,027 | $ | 32,442 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The increase in indefinite-lived intangible assets at February 1, 2014 relates to the Joseph Abboud tradename acquired in our acquisition of JA Holding. Refer to Note 2 for additional discussion of the JA Holding acquisition. | |||||||||||
As a result of our acquisition of JA Holding, management determined that one of its existing tradenames was impaired. As the tradename would not contribute to future cash flows, we concluded its fair value was zero. Therefore, we recorded a $1.8 million retail segment impairment charge which is included in asset impairment charges in the consolidated statement of earnings. | |||||||||||
The pre-tax amortization expense associated with intangible assets subject to amortization totaled approximately $3.8 million, $3.3 million and $3.4 million for fiscal 2013, 2012 and 2011, respectively. Pre-tax amortization expense associated with intangible assets subject to amortization at February 1, 2014 is estimated to be approximately $3.0 million for fiscal year 2014, $2.9 million for each of the fiscal years 2015, 2016, and 2017 and $2.8 million for fiscal year 2018. | |||||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||||||
Feb. 01, 2014 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
13. FAIR VALUE MEASUREMENTS | ||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: Level 1—observable inputs such as quoted prices in active markets; Level 2—inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3—unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||
There were no transfers into or out of Level 1 and Level 2 during the year ended February 1, 2014 or February 2, 2013. | ||||||||||||||
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | ||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||
(in thousands) | Quoted Prices | Significant | Significant | Total | ||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical | Inputs | (Level 3) | ||||||||||||
Instruments | (Level 2) | |||||||||||||
(Level 1) | ||||||||||||||
At February 1, 2014— | ||||||||||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 1,137 | $ | — | $ | 1,137 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
At February 2, 2013— | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents | $ | 20,054 | $ | — | $ | — | $ | 20,054 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Derivative financial instruments | $ | — | $ | 215 | $ | — | $ | 215 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 17 | $ | — | $ | 17 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Cash equivalents consist of money market instruments that have original maturities of three months or less. The carrying value of cash equivalents approximates fair value due to the highly liquid and short-term nature of these instruments. | ||||||||||||||
Derivative financial instruments are comprised of (1) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted purchases of certain inventories denominated in a currency different from the operating entity's functional currency and (2) an interest rate swap agreement to minimize our exposure to interest rate changes on our outstanding indebtedness. These derivative financial instruments are recorded in the consolidated balance sheets at fair value based upon observable market inputs. Derivative financial instruments in an asset position are included within other current assets in the consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities or noncurrent liabilities in the consolidated balance sheets. Refer to Note 14 for further information regarding our derivative instruments. | ||||||||||||||
Assets and Liabilities that are Measured at Fair Value on a Non-Recurring Basis | ||||||||||||||
Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. The fair values of long-lived assets held-for-use are based on our own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available. We classify these measurements as Level 3 within the fair value hierarchy. | ||||||||||||||
Assets are grouped and evaluated for impairment at the lowest level at which cash flows are identifiable, which is generally at a store level. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset. Estimating future cash flows requires us to make assumptions and to apply judgment, including forecasting future sales, costs and useful lives of assets. Significant judgment is also involved in selecting the appropriate discount rate to be applied in determining the estimated fair value of an asset. The discount rate is commensurate with the risk that selected market participants would assign to the estimated cash flows. The selected market participants represent a group of other retailers with a store footprint similar to ours. | ||||||||||||||
The following table presents the non-financial assets measured at estimated fair value on a non-recurring basis and any resulting realized losses included in earnings. Because long-lived assets are not measured at fair value on a recurring basis, certain carrying amounts and fair value measurements presented in the table may reflect values at earlier measurement dates and may no longer represent the fair values at February 1, 2014 or February 2, 2013. | ||||||||||||||
Fair Value Measurements—non-recurring basis | February 1, 2014 | February 2, 2013 | ||||||||||||
(in thousands) | ||||||||||||||
Long-lived assets held-for use | ||||||||||||||
Carrying amount | $ | 2,234 | $ | 695 | ||||||||||
Realized loss | (2,216 | ) | (482 | ) | ||||||||||
| | | | | | | | |||||||
Fair value measurement | $ | 18 | $ | 213 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
The realized loss relates to impaired tradename and store assets in our retail segment and is reflected as asset impairment charges in the consolidated statement of earnings. Refer to "Impairment of Long-Lived Assets" in Note 1 for additional information. | ||||||||||||||
During the second quarter of fiscal 2013, we recorded a non-cash pre-tax goodwill impairment charge related to our K&G brand totaling $9.5 million. We estimated the fair value of the K&G brand based on estimates provided to us by market participants, which we classified as Level 2 within the fair value hierarchy. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Our financial instruments, other than those presented in the disclosures above, consist of cash, accounts receivable, accounts payable, accrued expenses, long-term debt and other current liabilities. Management estimates that the carrying value of cash, accounts receivable, accounts payable, accrued expenses, long-term debt and other current liabilities approximate their fair value due to the highly liquid or short-term nature of these instruments. | ||||||||||||||
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended | |||||||||||
Feb. 01, 2014 | ||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | ' | |||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | ' | |||||||||||
14. DERIVATIVE FINANCIAL INSTRUMENTS | ||||||||||||
We are exposed to market risk associated with foreign currency exchange rate fluctuations as a result of our direct sourcing programs and our operations in foreign countries. In connection with our direct sourcing programs, we may enter into merchandise purchase commitments that are denominated in a currency different from the functional currency of the operating entity. Our risk management policy is to hedge a significant portion of forecasted merchandise purchases for our direct sourcing programs that bear foreign exchange risk using foreign exchange forward contracts. We have not elected to apply hedge accounting to these transactions denominated in a foreign currency. These foreign currency derivative financial instruments are recorded in the consolidated balance sheet at fair value determined by comparing the cost of the foreign currency to be purchased under the contracts using the exchange rates obtained under the contracts (adjusted for forward points) to the hypothetical cost using the spot rate at period end. | ||||||||||||
In addition, we are exposed to interest rate risk associated with our outstanding indebtedness. In connection with this indebtedness, we entered into an interest rate swap in which the variable rate payments due under our Term Loan were exchanged for a fixed rate. Our risk management policy is to hedge our exposure to fluctuations in interest rates using this swap agreement. The interest rate swap derivative financial instrument is recorded in the consolidated balance sheet at fair value which approximates the amount at which the swap could be settled using projected future interest rates as provided by counterparties. | ||||||||||||
The table below discloses the fair value of the derivative financial instruments included in the consolidated balance sheet as of February 1, 2014 and February 2, 2013 (in thousands): | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||
Location | Location | |||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||
At February 1, 2014— | ||||||||||||
Foreign exchange forward contracts | Other current assets | $ | — | Accrued expenses and other current liabilities | $ | 483 | ||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
At February 2, 2013— | ||||||||||||
Foreign exchange forward contracts | Other current assets | $ | 215 | Accrued expenses and other current liabilities | $ | 17 | ||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Derivatives designated as hedging instruments: | ||||||||||||
At February 1, 2014— | Other noncurrent assets | $ | — | Other noncurrent liabilities | $ | 654 | ||||||
Interest rate swap | ||||||||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
At February 1, 2014, we had 28 contracts maturing in varying increments to purchase United States dollars ("USD") for an aggregate notional amount of pounds Sterling ("GBP") £17.5 million maturing at various dates through June 2014. For the fiscal year ended February 1, 2014, we recognized a net pre-tax loss of $0.3 million in cost of sales in the consolidated statement of earnings for our derivative financial instruments not designated as hedging instruments. | ||||||||||||
At February 2, 2013, we had four contracts maturing in varying increments to purchase Euros for an aggregate notional amount of USD $1.2 million maturing at various dates through May 2013, 10 contracts maturing in varying increments to purchase USD for an aggregate notional amount of Canadian dollars ("CAD") $4.1 million maturing at various dates through May 2013 and 16 contracts maturing in varying increments to purchase USD for an aggregate notional amount of GBP £14.0 million maturing at various dates through June 2013. For the fiscal year ended February 2, 2013, we recognized a net pre-tax loss of $0.5 million in cost of sales in the consolidated statement of earnings for our derivative financial instruments not designated as hedging instruments. For the fiscal year ended January 28, 2012, we recognized a net pre-tax loss of $0.7 million in cost of sales in the consolidated statement of earnings for our derivative financial instruments not designated as hedging instruments. | ||||||||||||
In August 2013, we entered into a Term Loan due April 2018 with variable-rate interest payments (see Note 4). To minimize the impact of changes in interest rates on our interest payments, in August 2013, we entered into an interest rate swap agreement with a financial institution to swap variable-rate interest payments for fixed-rate interest payments. The interest rate swap agreement matures in April 2018 and has periodic interest settlements, both consistent with the terms of our Term Loan. We have designated the interest rate swap as a cash flow hedge of the variability of interest payments under the Term Loan due to changes in the LIBOR benchmark interest rate. | ||||||||||||
Under this agreement, we receive a floating rate based on the 1-month LIBOR rate and pay a fixed rate of 3.02% (including the applicable margin of 1.75%) on the outstanding notional amount. The swap fixed rate was structured to mirror the payment terms of the Term Loan. At February 1, 2014, the fair value of the interest rate swap was a liability of $0.7 million and was recorded in our consolidated balance sheet within other noncurrent liabilities with the effective portion of the loss reported as a component of accumulated other comprehensive income. There was no hedge ineffectiveness at February 1, 2014. Changes in fair value are reclassified from accumulated other comprehensive income into earnings in the same period that the hedged item affects earnings. Over the next 12 months, approximately $1.0 million of the effective portion of the loss is expected to be reclassified from accumulated other comprehensive income into earnings. | ||||||||||||
If, at any time, the swap is determined to be ineffective, in whole or in part, due to changes in the interest rate swap or underlying debt agreements, the fair value of the portion of the swap determined to be ineffective will be recognized as a gain or loss in the statement of earnings for the applicable period. | ||||||||||||
We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of February 1, 2014 or February 2, 2013. | ||||||||||||
SEGMENT_REPORTING
SEGMENT REPORTING | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
SEGMENT REPORTING | ' | ||||||||||
SEGMENT REPORTING | ' | ||||||||||
15. SEGMENT REPORTING | |||||||||||
Our operations are conducted in two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. | |||||||||||
The retail segment includes the results from our four retail merchandising brands: Men's Wearhouse, Men's Wearhouse and Tux, Moores and K&G. These four brands are operating segments that have been aggregated into the retail reportable segment based on their similar economic characteristics, products, production processes, target customers and distribution methods. MW Cleaners is also aggregated in the retail segment as these operations have not had a significant effect on our revenues or expenses. Specialty apparel merchandise offered by our four retail merchandising concepts include suits, suit separates, sport coats, slacks, sportswear, outerwear, dress shirts, shoes and accessories for men. Ladies' career apparel, sportswear and accessories, including shoes, and children's apparel is offered at most of our K&G stores and tuxedo rentals are offered at our Men's Wearhouse, Men's Wearhouse and Tux and Moores retail stores. | |||||||||||
On August 6, 2013, we acquired JA Holding, the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory. Based on the manner in which we manage, evaluate and internally report our operations, we determined that JA Holding is a component of our Men's Wearhouse brand and therefore has been included in our retail reportable segment. See Note 2 for additional details on our acquisition. | |||||||||||
The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Twin Hill in the United States ("U.S.") and Dimensions, Alexandra and Yaffy in the UK. The two corporate apparel and uniform concepts are operating segments that have been aggregated into the reportable corporate apparel segment based on their similar economic characteristics, products, production processes, target customers and distribution methods. The corporate apparel segment provides corporate clothing uniforms and workwear to workforces. | |||||||||||
We measure segment profitability based on operating income, defined as income before interest expense, interest income, income taxes and non-controlling interest. Corporate expenses and assets are allocated to the retail segment. | |||||||||||
Net sales by brand and reportable segment are as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net sales: | |||||||||||
MW(1) | $ | 1,606,218 | $ | 1,581,122 | $ | 1,471,711 | |||||
Moores | 254,371 | 273,978 | 267,689 | ||||||||
K&G | 336,222 | 365,945 | 375,105 | ||||||||
MW Cleaners | 29,611 | 27,804 | 24,688 | ||||||||
| | | | | | | | | | | |
Total retail segment | 2,226,422 | 2,248,849 | 2,139,193 | ||||||||
| | | | | | | | | | | |
Twin Hill | 37,678 | 29,513 | 25,398 | ||||||||
Dimensions and Alexandra (UK) | 209,133 | 209,916 | 218,093 | ||||||||
| | | | | | | | | | | |
Total corporate apparel segment | 246,811 | 239,429 | 243,491 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 2,473,233 | $ | 2,488,278 | $ | 2,382,684 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
MW includes Men's Wearhouse and Men's Wearhouse and Tux stores and JA Holding. | |||||||||||
The following table sets forth supplemental products and services sales information for the Company (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net sales: | |||||||||||
Men's tailored clothing product | $ | 904,223 | $ | 919,447 | $ | 884,133 | |||||
Men's non-tailored clothing product | 686,514 | 690,605 | 656,689 | ||||||||
Ladies clothing product | 73,542 | 81,196 | 78,849 | ||||||||
Other | 3,256 | — | — | ||||||||
| | | | | | | | | | | |
Total retail clothing product | 1,667,535 | 1,691,248 | 1,619,671 | ||||||||
| | | | | | | | | | | |
Tuxedo rental services | 411,864 | 406,454 | 376,857 | ||||||||
Alteration services | 117,412 | 123,343 | 117,977 | ||||||||
Retail dry cleaning services | 29,611 | 27,804 | 24,688 | ||||||||
| | | | | | | | | | | |
Total alteration and other services | 147,023 | 151,147 | 142,665 | ||||||||
| | | | | | | | | | | |
Corporate apparel clothing product | 246,811 | 239,429 | 243,491 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 2,473,233 | $ | 2,488,278 | $ | 2,382,684 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Operating income (loss): | |||||||||||
Retail | $ | 120,247 | $ | 194,679 | $ | 189,995 | |||||
Corporate apparel | 9,381 | 3,889 | (4,563 | ) | |||||||
| | | | | | | | | | | |
Operating income | 129,628 | 198,568 | 185,432 | ||||||||
Interest income | 385 | 648 | 424 | ||||||||
Interest expense | (3,205 | ) | (1,544 | ) | (1,446 | ) | |||||
| | | | | | | | | | | |
Earnings before income taxes | $ | 126,808 | $ | 197,672 | $ | 184,410 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Capital expenditures by reportable segment are as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Capital expenditures: | |||||||||||
Retail | $ | 105,781 | $ | 117,796 | $ | 82,001 | |||||
Corporate apparel | 2,419 | 3,637 | 9,819 | ||||||||
| | | | | | | | | | | |
Total capital expenditures | $ | 108,200 | $ | 121,433 | $ | 91,820 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Depreciation and amortization expense by reportable segment is as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Depreciation and amortization expense: | |||||||||||
Retail | $ | 82,084 | $ | 77,680 | $ | 69,644 | |||||
Corporate apparel | 6,665 | 7,299 | 6,324 | ||||||||
| | | | | | | | | | | |
Total depreciation and amortization expense | $ | 88,749 | $ | 84,979 | $ | 75,968 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Total assets by reportable segment are as follows (in thousands): | |||||||||||
February 1, | February 2, | ||||||||||
2014 | 2013 | ||||||||||
Segment assets: | |||||||||||
Retail | $ | 1,306,677 | $ | 1,250,307 | |||||||
Corporate apparel | 248,553 | 246,040 | |||||||||
| | | | | | | | ||||
Total assets | $ | 1,555,230 | $ | 1,496,347 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The tables below present information related to geographic areas in which we operate, with net sales classified based primarily on the country where our customer is located (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net sales: | |||||||||||
U.S. | $ | 2,009,729 | $ | 2,004,384 | $ | 1,896,902 | |||||
Canada | 254,371 | 273,978 | 267,689 | ||||||||
UK | 209,133 | 209,916 | 218,093 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 2,473,233 | $ | 2,488,278 | $ | 2,382,684 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
February 1, 2014 | February 2, 2013 | ||||||||||
Long-lived assets: | |||||||||||
U.S. | $ | 490,665 | $ | 451,860 | |||||||
Canada | 47,082 | 51,091 | |||||||||
UK | 13,231 | 12,992 | |||||||||
| | | | | | | | ||||
Total long-lived assets | $ | 550,978 | $ | 515,943 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Feb. 01, 2014 | |||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
16. COMMITMENTS AND CONTINGENCIES | |||||
Lease commitments | |||||
We lease retail business locations, office and warehouse facilities, copier equipment and automotive equipment under various non-cancelable operating leases expiring in various years through 2027. Rent expense for operating leases for fiscal 2013, 2012 and 2011 was $175.9 million, $169.4 million and $165.1 million, respectively, and includes contingent rentals of $0.2 million, $0.6 million and $0.6 million, respectively. Sublease rentals of $1.2 million, $1.1 million and $0.7 million were received in fiscal 2013, 2012 and 2011, respectively. | |||||
Minimum future rental payments under non-cancelable operating leases as of February 1, 2014 for each of the next five years and in the aggregate are as follows (in thousands): | |||||
Fiscal Year | Operating Leases | ||||
2014 | $ | 177,071 | |||
2015 | 162,397 | ||||
2016 | 138,251 | ||||
2017 | 107,758 | ||||
2018 | 82,082 | ||||
Thereafter | 235,232 | ||||
| | | | | |
Total | $ | 902,791 | |||
| | | | | |
| | | | | |
The total minimum lease commitment amount above does not include minimum sublease rent income of $6.0 million receivable in the future under non-cancelable sublease agreements. | |||||
Leases on retail business locations specify minimum rentals plus common area maintenance charges and possible additional rentals based upon percentages of sales. Most of the retail business location leases provide for renewal options at rates specified in the leases. In the normal course of business, these leases are generally renewed or replaced by other leases. | |||||
Legal matters | |||||
We are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Management believes that none of these matters will have a material adverse effect on our financial position, results of operations or cash flows. | |||||
QUARTERLY_RESULTS_OF_OPERATION
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | 12 Months Ended | |||||||||||||
Feb. 01, 2014 | ||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ' | |||||||||||||
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ' | |||||||||||||
17. QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ||||||||||||||
Our quarterly results of operations reflect all adjustments, consisting only of normal, recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The consolidated results of operations by quarter for fiscal 2013 and 2012 are presented below (in thousands, except per share amounts): | ||||||||||||||
Fiscal 2013 Quarters Ended | ||||||||||||||
May 4, | August 3, | November 2, | February 1, | |||||||||||
2013 | 2013(1) | 2013(2) | 2014(3) | |||||||||||
Net sales | $ | 616,536 | $ | 647,255 | $ | 648,890 | $ | 560,552 | ||||||
Gross margin | 277,920 | 308,794 | 293,502 | 208,794 | ||||||||||
Net earnings (loss) attributable to common shareholders | $ | 33,091 | $ | 42,943 | $ | 38,204 | $ | (30,447 | ) | |||||
Net earnings (loss) per common share attributable to common shareholders: | ||||||||||||||
Basic(5) | $ | 0.65 | $ | 0.86 | $ | 0.8 | $ | (0.64 | ) | |||||
Diluted(5) | $ | 0.65 | $ | 0.85 | $ | 0.79 | $ | (0.64 | ) | |||||
Fiscal 2012 Quarters Ended | ||||||||||||||
April 28, | July 28, | October 27, | February 2, | |||||||||||
2012 | 2012 | 2012 | 2013(4) | |||||||||||
Net sales | $ | 586,574 | $ | 662,302 | $ | 630,974 | $ | 608,428 | ||||||
Gross margin | 254,049 | 320,257 | 290,697 | 243,145 | ||||||||||
Net earnings (loss) attributable to common shareholders | $ | 26,884 | $ | 59,393 | $ | 48,843 | $ | (3,404 | ) | |||||
Net earnings (loss) per common share attributable to common shareholders: | ||||||||||||||
Basic(5) | $ | 0.52 | $ | 1.16 | $ | 0.95 | $ | (0.07 | ) | |||||
Diluted(5) | $ | 0.52 | $ | 1.15 | $ | 0.95 | $ | (0.07 | ) | |||||
-1 | ||||||||||||||
Includes a pre-tax charge of $9.5 million related to K&G goodwill impairment and pre-tax expenses totaling $2.9 million related to the acquisition and integration of JA Holding and separation costs with a former executive. | ||||||||||||||
-2 | ||||||||||||||
Includes pre-tax expenses totaling $9.7 million related to the acquisition and integration of JA Holding, costs related to various strategic projects, separation costs with former executives and a New York store related closure costs offset by a pre-tax gain of $2.2 million related to the sale of an office building in Fremont, California. | ||||||||||||||
-3 | ||||||||||||||
Includes pre-tax expenses totaling $19.0 million related to the acquisition and integration of JA Holding, costs related to various strategic projects, separation costs with former executives, K&G e-commerce closure costs and a tradename impairment charge. | ||||||||||||||
-4 | ||||||||||||||
The fourth quarter of fiscal 2012 consisted of 14 weeks. All other fiscal quarters presented consisted of 13 weeks. | ||||||||||||||
-5 | ||||||||||||||
Due to the method of calculating weighted-average common shares outstanding, the sum of the quarterly per share amounts may not equal net earnings per common share attributable to common shareholders for the respective years. | ||||||||||||||
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Feb. 01, 2014 | |
SUBSEQUENT EVENT | ' |
SUBSEQUENT EVENT | ' |
18. SUBSEQUENT EVENT | |
On March 11, 2014, we entered into an Agreement and Plan of Merger with Jos. A. Bank Clothiers, Inc. ("Jos. A. Bank") pursuant to which we will acquire all of the issued and outstanding shares of common stock of Jos. A. Bank for $65.00 per share in cash, or total consideration of approximately $1.8 billion. Pursuant to the merger agreement, we amended our existing tender offer (as so amended, the "Offer") to acquire all of the issued and outstanding shares of common stock of Jos. A. Bank and, following the consummation of the Offer, and subject to the satisfaction or waiver of the conditions set forth in the merger agreement, Java Corp., our wholly owned subsidiary, will merge with and into Jos. A. Bank and Jos. A. Bank will survive as our wholly owned subsidiary. We believe that Jos. A. Bank's strong brand and complementary business model will broaden our customer reach. The transaction, which is expected to close by the third quarter of 2014, is subject to satisfaction of customary closing conditions, including, among others, there being validly tendered and not validly withdrawn prior to the expiration of the Offer that number of shares (excluding shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) which, when added to the shares we already own, represents at least a majority of the total number of outstanding shares on a fully diluted basis, and expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). | |
Concurrently with the signing of the definitive agreement, we entered into a financing commitment letter (the "Commitment Letter") with various lenders. We expect the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate our offer to acquire all of the issued and outstanding shares of common stock of Jos. A. Bank and to refinance certain of our existing indebtedness. The Commitment Letter provides for (i) $1.1 billion aggregate principal amount of senior secured term B loans, (ii) a $500.0 million asset-based revolving facility of the Company and certain of its subsidiaries and (iii) $600.0 million aggregate principal amount of unsecured bridge loans to the extent $600.0 million in gross proceeds are not raised from the issuance and sale by the Company of senior unsecured notes prior to the effective time of the merger. The financing commitments are subject to certain conditions set forth in the Commitment Letter. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 01, 2014 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
Organization and Business | ' |
Organization and Business—The Men's Wearhouse, Inc. and its subsidiaries (the "Company") is a specialty apparel retailer offering suits, suit separates, sport coats, slacks, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo rentals. We offer our products and services through multiple channels including The Men's Wearhouse, Men's Wearhouse and Tux, Moores Clothing for Men ("Moores"), K&G and the internet at www.menswearhouse.com. Our stores are located throughout the United States and Canada and carry a wide selection of exclusive and non-exclusive merchandise brands. In addition, we offer our customers alteration services and most of our K&G stores also offer ladies' career apparel, sportswear and accessories, including shoes, and children's apparel. | |
We also conduct corporate apparel and uniform operations through Twin Hill in the United States ("U.S.") and the United Kingdom ("UK") and Dimensions, Alexandra and Yaffy in the UK and, in the Houston, Texas area, we conduct retail dry cleaning, laundry and heirlooming operations through MW Cleaners. We operate two reportable segments as determined by the way we manage, evaluate and internally report our business activities: Retail and Corporate Apparel. Refer to Note 15 for further segment information. | |
On August 6, 2013, we acquired JA Holding, Inc. ("JA Holding"), the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory. Based on the manner in which we manage, evaluate and internally report our operations, we determined that JA Holding is a component of our Men's Wearhouse brand and therefore has been included in our retail reportable segment. Refer to Notes 2 and 15 for additional details on this acquisition and our segments. | |
We follow the standard fiscal year of the retail industry, which is a 52-week or 53-week period ending on the Saturday closest to January 31. The periods presented in these financial statements are the fiscal years ended February 1, 2014 ("fiscal 2013"), February 2, 2013 ("fiscal 2012") and January 28, 2012 ("fiscal 2011"). Each of these periods had 52 weeks, except for 2012, which consisted of 53 weeks. | |
Principles of Consolidation | ' |
Principles of Consolidation—The consolidated financial statements include the accounts of The Men's Wearhouse, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. | |
Use of Estimates | ' |
Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents—Cash and cash equivalents includes all cash in banks, cash on hand and all highly liquid investments with an original maturity of three months or less. | |
Accounts Receivable | ' |
Accounts Receivable—Accounts receivable consists of our receivables from third-party credit card providers and other trade receivables, net of an allowance for uncollectible accounts of $0.8 million and $1.0 million in fiscal 2013 and 2012, respectively. Collectability is reviewed regularly and the allowance is adjusted as necessary. Our other trade receivables consist primarily of receivables from our corporate apparel segment customers. | |
Inventories | ' |
Inventories—Inventories, which primarily consist of finished goods, are valued at the lower of cost or market. Cost is determined based on the average cost method. Our inventory cost also includes estimated buying and distribution costs (warehousing, freight, hangers and merchandising costs) associated with the inventory, with the balance of such costs included in cost of sales. Buying and distribution costs are allocated to inventory based on the ratio of annual product purchases to inventory cost. We make assumptions, based primarily on historical experience, as to items in our inventory that may be damaged, obsolete or salable only at marked down prices to reflect the market value of these items. | |
Property and Equipment | ' |
Property and Equipment—Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the related allowances for depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings. | |
Buildings are depreciated using the straight-line method over their estimated useful lives of 10 to 25 years. Depreciation of leasehold improvements is computed on the straight-line method over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured, or the useful life of the assets, whichever is shorter. Furniture, fixtures and equipment are depreciated using primarily the straight-line method over their estimated useful lives of two to 25 years. | |
Depreciation expense was $84.9 million, $81.7 million and $72.6 million for fiscal 2013, 2012 and 2011, respectively. | |
Tuxedo Rental Product | ' |
Tuxedo Rental Product—Tuxedo rental product is amortized to cost of sales based on the cost of each unit rented. The cost of each unit rented is estimated based on the number of times the unit is expected to be rented and the average cost of the rental product. Lost, damaged and retired rental product is also charged to cost of sales. Tuxedo rental product is amortized to expense generally over a two to three year period. We make assumptions, based primarily on historical experience and information obtained from tuxedo rental industry sources, as to the number of times each unit can be rented. Amortization expense was $32.3 million, $28.3 million and $28.9 million for fiscal 2013, 2012 and 2011, respectively. | |
Impairment of Long-Lived Assets | ' |
Impairment of Long-Lived Assets—Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset. Estimating future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales, costs and useful lives of assets. Significant judgment is also involved in selecting the appropriate discount rate to be applied in determining the estimated fair value of an asset. Changes to our key assumptions related to future performance, market conditions and other economic factors can significantly affect our impairment evaluation. For example, unanticipated longer-term adverse market conditions can cause individual stores to become unprofitable and can result in an impairment charge for the property and equipment assets in those stores. | |
Pre-tax non-cash asset impairment charges, which were all related to the retail segment, totaled $2.2 million, $0.5 million and $2.0 million in fiscal 2013, 2012 and 2011, respectively. Of the $2.2 million recorded in fiscal 2013, $1.8 million was related to an impaired tradename. All other asset impairment charges were related to store assets | |
Changes to our key assumptions related to future performance, market conditions and other economic factors could result in future impairment charges for stores or other long-lived assets where the carrying amount of the assets may not be recoverable. | |
Goodwill and Other Intangible Assets | ' |
Goodwill and Other Intangible Assets—Goodwill and other intangible assets are initially recorded at their fair values. Trademarks, tradenames, customer relationships and other identifiable intangible assets with finite useful lives are amortized to expense over their estimated useful lives of five to 20 years using the straight-line method and are periodically evaluated for impairment as discussed in the "Impairment of Long-Lived Assets" section above. Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated annually as of our fiscal year end for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. | |
During the second quarter of fiscal 2013, based on estimates provided to us by market participants during our review of strategic alternatives for the K&G brand, we concluded that the carrying value of the K&G brand exceeded its fair value. Based on further analysis, it was determined that the entire carrying value of K&G's goodwill was impaired, resulting in a non-cash pre-tax goodwill impairment charge of $9.5 million. | |
Goodwill, which totaled $126.0 million at February 1, 2014, represents the excess cost of businesses acquired over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed in prior business combinations. For purposes of our goodwill impairment evaluation, the reporting units are our operating brands identified in Note 15. Goodwill has been assigned to the reporting units based on prior business combinations related to the brands. The goodwill impairment evaluation is performed in two steps. The first step is intended to determine if potential impairment exists and is performed by comparing each reporting unit's fair value to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its estimated fair value, goodwill is considered potentially impaired, and we must complete the second step of the testing to determine the amount of any impairment. The second step requires an allocation of the reporting unit's first step estimated fair value to the individual assets and liabilities of the reporting unit in the same manner as if the reporting unit was being acquired in a business combination. Any excess of the estimated fair value over the amounts allocated to the individual assets and liabilities represents the implied fair value of goodwill for the reporting unit. If the implied fair value of goodwill is less than the recorded goodwill, we would recognize an impairment charge for the difference. | |
In our step one process, we estimate the fair value of our reporting units using a combined income and market comparable approach. Our income approach uses projected future cash flows that are discounted using a weighted-average cost of capital analysis that reflects current market conditions. The market comparable approach primarily considers market price multiples of comparable companies and applies those price multiples to certain key drivers of the reporting unit. We engage an independent valuation firm to assist us in estimating the fair value of our reporting units. | |
Management judgment is a significant factor in the goodwill impairment evaluation process. The computations require management to make estimates and assumptions. Critical assumptions that are used as part of these evaluations include: | |
• | |
The potential future cash flows of the reporting unit. The income approach relies on the timing and estimates of future cash flows. The projections use management's estimates of economic and market conditions over the projected period, including growth rates in revenue, gross margin and expense. The cash flows are based on our most recent business operating plans and various growth rates have been assumed for years beyond the current business plan period. We believe that the assumptions and rates used in our 2013 impairment evaluation are reasonable; however, variations in the assumptions and rates could result in significantly different estimates of fair value. | |
• | |
Selection of an appropriate discount rate. The income approach requires the selection of an appropriate discount rate, which is based on a weighted-average cost of capital analysis. The discount rate is affected by changes in short-term interest rates and long-term yield as well as variances in the typical capital structure of marketplace participants. Given current economic conditions, it is possible that the discount rate will fluctuate in the near term. The weighted-average cost of capital used to discount the cash flows for our reporting units ranged from 12.5% to 14.0% for the 2013 analysis. | |
• | |
Selection of comparable companies within the industry. For purposes of the market comparable approach, valuations were determined by calculating average price multiples of relevant key drivers from a group of companies that are comparable to the reporting units being analyzed and applying those price multiples to the key drivers of the reporting unit. While the market price multiple is not an assumption, a presumption that it provides an indicator of the value of the reporting unit is inherent in the valuation. The determination of the market comparable also involves a degree of judgment. Earnings multiples of 6.5 to 12.5 were used for the 2013 analysis for our operating brands including Men's Wearhouse, Moores, K&G, MW Cleaners, Twin Hill and our UK-based operations. | |
As discussed above, the fair values of reporting units in 2013 were determined using a combined income and market comparable approach. We believe these two approaches are appropriate valuation techniques and we generally weight the two values equally as an estimate of reporting unit fair value for the purposes of our impairment testing. However, we may weigh one value more heavily than the other when conditions merit doing so. The fair value derived from the weighting of these two methods provided appropriate valuations that, in aggregate, reasonably reconciled to our market capitalization, taking into account observable control premiums. Therefore, we used the valuations in evaluating goodwill for possible impairment and determined that, as of February 1, 2014, none of our goodwill was impaired. | |
The goodwill impairment evaluation process requires management to make estimates and assumptions with regard to the fair value of the reporting units. Actual values may differ significantly from these judgments, particularly if there are significant adverse changes in the operating environment for our reporting units. Sustained declines in our market capitalization could also increase the risk of goodwill impairment. Such occurrences could result in future goodwill impairment charges that would, in turn, negatively impact our results of operations; however, any such goodwill impairments would be non-cash charges that would not affect our cash flows or compliance with our current debt covenants. | |
Derivative Financial Instruments | ' |
Derivative Financial Instruments—Derivative financial instruments are recorded in the consolidated balance sheet at fair value as other current assets or accrued expenses and other current liabilities. We elected not to apply hedge accounting to our derivative financial instruments used for foreign currency hedging purposes. The gain or loss on our foreign currency derivative financial instruments is recorded in cost of sales in the consolidated statements of earnings. However, we have elected to apply hedge accounting treatment to our interest rate swap derivative instrument as a cash flow hedge with any gains or losses being recognized as a component of other comprehensive income. Refer to Note 14 for further information regarding our derivative instruments. | |
Self-Insurance | ' |
Self-Insurance—We self-insure significant portions of our workers' compensation and employee medical costs. We estimate our liability for future payments under these programs based on historical experience and various assumptions as to participating employees, health care costs, number of claims and other factors, including industry trends and information provided to us by our insurance broker. We also use actuarial estimates. If the number of claims or the costs associated with those claims were to increase significantly over our estimates, additional charges to earnings could be necessary to cover required payments. | |
Sabbatical Leave | ' |
Sabbatical Leave—We recognize compensation expense associated with a sabbatical leave or other similar benefit arrangement over the requisite service period during which an employee earns the benefit. The accrued liability for sabbatical leave, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $11.3 million and $11.7 million as of fiscal 2013 and 2012, respectively. | |
Income Taxes | ' |
Income Taxes—Income taxes are accounted for using the asset and liability method. Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting bases and subsequently adjusted to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. The deferred tax assets are reduced, if necessary, by a valuation allowance to the extent future realization of those tax benefits is uncertain. | |
The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and/or penalties related to uncertain tax positions are recognized in income tax expense. See Note 5 for further information regarding income taxes. | |
Revenue Recognition | ' |
Revenue Recognition—Clothing product revenue is recognized at the time of sale and delivery of merchandise, net of actual sales returns and a provision for estimated sales returns, and excludes sales taxes. Revenues from tuxedo rental, alteration and other services are recognized upon completion of the services. | |
We present all non-income government-assessed taxes (sales, use and value added taxes) collected from our customers and remitted to governmental agencies on a net basis (excluded from net sales) in our consolidated financial statements. The government-assessed taxes are recorded in accrued expenses and other current liabilities until they are remitted to the government agency. | |
Gift Cards and Gift Card Breakage | ' |
Gift Cards and Gift Card Breakage—Proceeds from the sale of gift cards are recorded as a liability and are recognized as net sales from products and services when the cards are redeemed. Our gift cards are issued by an unrelated third party and do not have expiration dates. We recognize income from breakage of gift cards when the likelihood of redemption of the gift card is remote. We determine our gift card breakage rate based upon historical redemption patterns. Based on this historical information, the likelihood of a gift card remaining unredeemed can be determined 36 months after the gift card is issued. At that time, breakage income is recognized for those cards for which the likelihood of redemption is deemed to be remote and for which there is no legal obligation for us to remit the value of such unredeemed gift cards to any relevant jurisdictions. Gift card breakage income is recorded as other operating income and is classified as a reduction of selling, general and administrative expenses ("SG&A") in our consolidated statement of earnings. Pre-tax breakage income of $1.3 million, $1.5 million and $1.4 million was recognized during fiscal 2013, 2012 and 2011, respectively. Gift card breakage estimates are reviewed on a quarterly basis. | |
Loyalty Program | ' |
Loyalty Program—We maintain a customer loyalty program in our Men's Wearhouse, Men's Wearhouse and Tux and Moores stores in which customers receive points for purchases. Points are equivalent to dollars spent on a one-to-one basis, excluding any sales tax dollars. Upon reaching 500 points, customers are issued a $50 rewards certificate which they may redeem for purchases at our Men's Wearhouse, Men's Wearhouse and Tux or Moores stores or online at www.menswearhouse.com. Generally, reward certificates earned must be redeemed no later than six months from the date of issuance. We accrue the estimated costs of the anticipated certificate redemptions when the certificates are issued and charge such costs to cost of goods sold. Redeemed certificates are recorded as markdowns when redeemed and no revenue is recognized for the redeemed certificate amounts. The estimate of costs associated with the loyalty program requires us to make assumptions related to the cost of product or services to be provided to customers when the certificates are redeemed as well as redemption rates. The accrued liability for loyalty program reward certificates, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $6.3 million and $6.9 million as of fiscal 2013 and 2012, respectively. | |
Vendor Allowances | ' |
Vendor Allowances—Vendor allowances received are recognized as a reduction of the cost of the merchandise purchased. | |
Shipping and Handling Costs | ' |
Shipping and Handling Costs—All shipping and handling costs for product sold are recognized as cost of goods sold. | |
Operating Leases | ' |
Operating Leases—Operating leases relate primarily to stores and generally contain rent escalation clauses, rent holidays, contingent rent provisions and occasionally leasehold incentives. Rent expense for operating leases is recognized on a straight-line basis over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured. Rent expense for stores is included in cost of sales as a part of occupancy cost and other rent is included in SG&A expenses. The lease terms commence when we take possession with the right to control use of the leased premises and, for stores, is generally 60 days prior to the date rent payments begin. Rental costs associated with ground or building operating leases that are incurred during a construction period are recognized as rental expense. | |
Deferred rent that results from recognition of rent expense on a straight-line basis is included in other liabilities. Landlord incentives received for reimbursement of leasehold improvements are recorded as deferred rent and amortized as a reduction to rent expense over the term of the lease. Contingent rentals are generally based on percentages of sales and are recognized as store rent expense as they accrue. | |
Advertising | ' |
Advertising—Advertising costs are expensed as incurred or, in the case of media production costs, when the commercial first airs. Advertising expenses were $101.1 million, $94.4 million and $84.4 million in fiscal 2013, 2012 and 2011, respectively. | |
New Store Costs | ' |
New Store Costs—Promotion and other costs associated with the opening of new stores are expensed as incurred. | |
Store Closures and Relocations | ' |
Store Closures and Relocations—Costs associated with store closures or relocations are charged to expense when the liability is incurred. When we close or relocate a store, we record a liability for the present value of estimated unrecoverable cost, which is substantially made up of the remaining net lease obligation. | |
Share-Based Compensation | ' |
Share-Based Compensation—In recognizing share-based compensation, we follow the provisions of the authoritative guidance regarding share-based awards. This guidance establishes fair value as the measurement objective in accounting for stock awards and requires the application of a fair value based measurement method in accounting for compensation cost, which is recognized over the requisite service period. | |
We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of restricted stock and deferred stock units ("DSUs") is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest and the level and likelihood of the performance condition to be met. For grants that are subject to graded vesting over a service period, we recognize expense on a straight-line basis over the requisite service period for the entire award. | |
Share-based compensation expense recognized for fiscal 2013, 2012 and 2011 was $17.1 million, $16.5 million and $13.8 million, respectively. Total income tax benefit recognized in net earnings for share-based compensation arrangements was $6.6 million, $6.4 million and $5.4 million for fiscal 2013, 2012 and 2011, respectively. Refer to Note 10 for additional disclosures regarding share-based compensation. | |
Foreign Currency Translation | ' |
Foreign Currency Translation—Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at each balance sheet date. Equity is translated at applicable historical exchange rates. Income, expense and cash flow items are translated at average exchange rates during the year. Resulting translation adjustments are reported as a separate component of comprehensive income. | |
Comprehensive Income | ' |
Comprehensive Income—Comprehensive income includes all changes in equity during the period presented that result from transactions and other economic events other than transactions with shareholders. We present comprehensive income in a separate statement in the accompanying financial statements. | |
Non-controlling Interest | ' |
Non-controlling Interest—Non-controlling interest in our consolidated balance sheets represents the proportionate share of equity attributable to the minority shareholders of our consolidated UK subsidiaries. Non-controlling interest is adjusted each period to reflect the allocation of comprehensive income to or the absorption of comprehensive losses by the non-controlling interest. | |
Earnings per share | ' |
Earnings per share—We calculate earnings per common share attributable to common shareholders using the two-class method in accordance with the guidance for determining whether instruments granted in share-based payment transactions are participating securities, which provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per common share attributable to common shareholders pursuant to the two-class method. Refer to Note 3 for disclosures regarding earnings per common share attributable to common shareholders. | |
Treasury stock | ' |
Treasury stock—Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to capital in excess of par value using the average-cost method. Upon retirement of treasury stock, the amounts in excess of par value are charged entirely to retained earnings. Refer to Note 9 for disclosures regarding our stock repurchases and retirement of treasury stock. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements—We have considered all new accounting pronouncements and have concluded that there are no new pronouncements that may have a material impact on our results of operations, financial condition, or cash flows, based on current information. | |
ACQUISITION_Tables
ACQUISITION (Tables) | 12 Months Ended | ||||
Feb. 01, 2014 | |||||
ACQUISITION | ' | ||||
Schedule of the fair values of the identifiable assets acquired and liabilities assumed | ' | ||||
The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed in the JA Holding acquisition (amounts in millions). | |||||
Accounts receivable | $ | 12.8 | |||
Inventories | 6.5 | ||||
Other assets | 3.1 | ||||
Property and equipment | 7.3 | ||||
Goodwill | 49.3 | ||||
Tradename | 30 | ||||
Accounts payable, accrued expenses and other current liabilities | (7.2 | ) | |||
Other liabilities | (6.9 | ) | |||
| | | | | |
Total purchase price | $ | 94.9 | |||
| | | | | |
| | | | | |
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
EARNINGS PER SHARE | ' | ||||||||||
Earnings per Share | ' | ||||||||||
The following table sets forth the computation of basic and diluted earnings per common share attributable to common shareholders (in thousands, except per share amounts). Basic and diluted earnings per common share attributable to common shareholders are computed using the actual net earnings available to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our consolidated statement of earnings and the accompanying notes. As a result, it may not be possible to recalculate earnings per common share attributable to common shareholders in our consolidated statement of earnings and the accompanying notes. | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Numerator | |||||||||||
Total net earnings attributable to common shareholders | $ | 83,791 | $ | 131,716 | $ | 120,601 | |||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) | (442 | ) | (1,559 | ) | (1,479 | ) | |||||
| | | | | | | | | | | |
Net earnings attributable to common shareholders | $ | 83,349 | $ | 130,157 | $ | 119,122 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Denominator | |||||||||||
Basic weighted-average common shares outstanding | 48,849 | 50,793 | 51,423 | ||||||||
Dilutive effect of share-based awards | 313 | 233 | 269 | ||||||||
| | | | | | | | | | | |
Diluted weighted-average common shares outstanding | 49,162 | 51,026 | 51,692 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net earnings per common share attributable to common shareholders: | |||||||||||
Basic | $ | 1.71 | $ | 2.56 | $ | 2.32 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Diluted | $ | 1.7 | $ | 2.55 | $ | 2.3 | |||||
| | | | | | | | | | | |
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INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
INCOME TAXES | ' | ||||||||||
Earnings before income taxes | ' | ||||||||||
Earnings before income taxes (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
United States | $ | 82,061 | $ | 143,215 | $ | 133,405 | |||||
Foreign | 44,747 | 54,457 | 51,005 | ||||||||
| | | | | | | | | | | |
Total | $ | 126,808 | $ | 197,672 | $ | 184,410 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Provision for income taxes | ' | ||||||||||
The provision for income taxes consists of the following (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current tax expense: | |||||||||||
Federal | $ | 27,438 | $ | 41,107 | $ | 24,087 | |||||
State | 3,434 | 5,430 | 4,780 | ||||||||
Foreign | 9,447 | 13,892 | 5,649 | ||||||||
Deferred tax expense (benefit): | |||||||||||
Federal and state | 961 | 5,739 | 20,864 | ||||||||
Foreign | 1,311 | (559 | ) | 8,564 | |||||||
| | | | | | | | | | | |
Total | $ | 42,591 | $ | 65,609 | $ | 63,944 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Effective tax rate reconciliation | ' | ||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||
State income taxes, net of federal benefit | 2.7 | 2.9 | 3.1 | ||||||||
Net change in tax accruals | 0.1 | (0.2 | ) | (0.2 | ) | ||||||
Foreign tax rate differential | (3.2 | ) | (2.3 | ) | (1.5 | ) | |||||
Amortizable tax goodwill | (1.4 | ) | (0.9 | ) | (1.0 | ) | |||||
Valuation allowance | 0.4 | 0.3 | — | ||||||||
Other | — | (1.6 | ) | (0.7 | ) | ||||||
| | | | | | | | | | | |
33.6 | % | 33.2 | % | 34.7 | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of deferred tax assets and liabilities and the related temporary differences | ' | ||||||||||
Total deferred tax assets and liabilities and the related temporary differences as of February 1, 2014 and February 2, 2013 were as follows (in thousands): | |||||||||||
February 1, | February 2, | ||||||||||
2014 | 2013 | ||||||||||
Deferred tax assets: | |||||||||||
Accrued rent and other expenses | $ | 43,731 | $ | 37,314 | |||||||
Accrued compensation | 21,457 | 20,602 | |||||||||
Accrued inventory markdowns | 2,471 | 2,541 | |||||||||
Deferred intercompany profits | — | 918 | |||||||||
Other | 2,013 | 38 | |||||||||
Tax loss and other carryforwards | 12,093 | 13,938 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 81,765 | 75,351 | |||||||||
Valuation allowance | (1,177 | ) | (555 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | 80,588 | 74,796 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Property and equipment | (73,401 | ) | (62,939 | ) | |||||||
Capitalized inventory costs | (4,557 | ) | (4,819 | ) | |||||||
Intangibles | (17,073 | ) | (14,021 | ) | |||||||
| | | | | | | | ||||
Total deferred tax liabilities | (95,031 | ) | (81,779 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | (14,443 | ) | $ | (6,983 | ) | |||||
| | | | | | | | ||||
| | | | | | | | ||||
Summary of unrecognized tax benefits | ' | ||||||||||
The following table summarizes the activity related to our unrecognized tax benefits (in thousands): | |||||||||||
February 1, | February 2, | ||||||||||
2014 | 2013 | ||||||||||
Gross unrecognized tax benefits, beginning balance | $ | 3,917 | $ | 4,346 | |||||||
Increase in tax positions for prior years | 245 | 621 | |||||||||
Decrease in tax positions for prior years | (7 | ) | (417 | ) | |||||||
Increase in tax positions for current year | 212 | 539 | |||||||||
Decrease in tax positions for current year | — | — | |||||||||
Settlements | (1,052 | ) | (358 | ) | |||||||
Lapse from statute of limitations | (385 | ) | (814 | ) | |||||||
| | | | | | | | ||||
Gross unrecognized tax benefits, ending balance | $ | 2,930 | $ | 3,917 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
OTHER_CURRENT_ASSETS_ACCRUED_E1
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Tables) | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | ' | |||||||
Other current assets | ' | |||||||
Other current assets consist of the following (in thousands): | ||||||||
February 1, | February 2, | |||||||
2014 | 2013 | |||||||
Prepaid expenses | $ | 33,747 | $ | 35,403 | ||||
Current deferred tax assets | 33,148 | 26,607 | ||||||
Tax receivable | 17,276 | 8,040 | ||||||
Other | 9,035 | 9,499 | ||||||
| | | | | | | | |
Total other current assets | $ | 93,206 | $ | 79,549 | ||||
| | | | | | | | |
| | | | | | | | |
Accrued expenses and other current liabilities | ' | |||||||
Accrued expenses and other current liabilities consist of the following (in thousands): | ||||||||
February 1, | February 2, | |||||||
2014 | 2013 | |||||||
Accrued salary, bonus, sabbatical, vacation and other benefits | $ | 58,127 | $ | 55,555 | ||||
Customer deposits, prepayments and refunds payable | 22,617 | 20,276 | ||||||
Accrued workers compensation and medical costs | 22,055 | 19,146 | ||||||
Sales, value added, payroll, property and other taxes payable | 19,184 | 23,801 | ||||||
Unredeemed gift certificates | 15,589 | 15,535 | ||||||
Accrued strategic professional fees | 9,338 | — | ||||||
Cash dividends declared | 8,963 | 9,260 | ||||||
Loyalty program reward certificates | 6,321 | 6,930 | ||||||
Other | 13,603 | 13,841 | ||||||
| | | | | | | | |
Total accrued expenses and other current liabilities | $ | 175,797 | $ | 164,344 | ||||
| | | | | | | | |
| | | | | | | | |
Deferred taxes and other liabilities | ' | |||||||
Deferred taxes and other liabilities consist of the following (in thousands): | ||||||||
February 1, | February 2, | |||||||
2014 | 2013 | |||||||
Deferred rent and landlord incentives | $ | 55,923 | $ | 52,814 | ||||
Non-current deferred and other income tax liabilities | 51,604 | 38,810 | ||||||
Other | 1,765 | 1,305 | ||||||
| | | | | | | | |
Total deferred taxes and other liabilities | $ | 109,292 | $ | 92,929 | ||||
| | | | | | | | |
| | | | | | | | |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME | ' | ||||||||||
Summary of components of accumulated other comprehensive income | ' | ||||||||||
The following table summarizes the components of accumulated other comprehensive income during fiscal 2013, 2012 and 2011 (in thousands and net of tax). | |||||||||||
Foreign | Interest Rate | Total | |||||||||
Currency | Swap | ||||||||||
Translation | |||||||||||
BALANCE—January 29, 2011 | $ | 38,366 | $ | — | $ | 38,366 | |||||
Other comprehensive loss before reclassifications | (1,551 | ) | — | (1,551 | ) | ||||||
Other comprehensive loss attributable to non-controlling interest | 106 | — | 106 | ||||||||
| | | | | | | | | | | |
Net other comprehensive loss | (1,445 | ) | — | (1,445 | ) | ||||||
| | | | | | | | | | | |
BALANCE—January 28, 2012 | 36,921 | — | 36,921 | ||||||||
Other comprehensive loss before reclassifications | (23 | ) | — | (23 | ) | ||||||
Other comprehensive loss attributable to non-controlling interest | 26 | — | 26 | ||||||||
| | | | | | | | | | | |
Net other comprehensive income | 3 | — | 3 | ||||||||
| | | | | | | | | | | |
BALANCE—February 2, 2013 | 36,924 | — | 36,924 | ||||||||
Other comprehensive loss before reclassifications | (8,606 | ) | (728 | ) | (9,334 | ) | |||||
Other comprehensive income attributable to non-controlling interest | (608 | ) | — | (608 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | — | 329 | 329 | ||||||||
| | | | | | | | | | | |
Net other comprehensive loss | (9,214 | ) | (399 | ) | (9,613 | ) | |||||
| | | | | | | | | | | |
BALANCE—February 1, 2014 | $ | 27,710 | $ | (399 | ) | $ | 27,311 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
SHARE_REPURCHASES_AND_TREASURY1
SHARE REPURCHASES AND TREASURY STOCK (Tables) | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
SHARE REPURCHASES AND TREASURY STOCK | ' | ||||||||||
Schedule of total common stock repurchases | ' | ||||||||||
The following table summarizes our common stock repurchases during fiscal 2013, 2012 and 2011 (in thousands, except share data and average price per share): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Shares repurchased | 4,147,983 | 1,128,525 | 2,329,472 | ||||||||
Total costs | $ | 152,129 | $ | 41,296 | $ | 63,988 | |||||
Average price per share | $ | 36.68 | $ | 36.59 | $ | 27.47 | |||||
Changes in treasury shares | ' | ||||||||||
Treasury | |||||||||||
Shares | |||||||||||
Balance, January 28, 2012 | 20,447,822 | ||||||||||
Purchases of common stock | 1,128,525 | ||||||||||
Reissuance of common stock | (6,295 | ) | |||||||||
| | | | | |||||||
Balance, February 2, 2013 | 21,570,052 | ||||||||||
Purchases of common stock | 1,494,696 | ||||||||||
Retirement of common stock | (22,915,087 | ) | |||||||||
Reissuance of common stock | (11,761 | ) | |||||||||
| | | | | |||||||
Balance, February 1, 2014 | 137,900 | ||||||||||
| | | | | |||||||
| | | | | |||||||
EQUITY_AND_SHAREBASED_COMPENSA1
EQUITY AND SHARE-BASED COMPENSATION PLANS (Tables) | 12 Months Ended | |||||||||||||
Feb. 01, 2014 | ||||||||||||||
EQUITY AND SHARE-BASED COMPENSATION PLANS | ' | |||||||||||||
Summary of DSU activity | ' | |||||||||||||
Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | ||||||||||||||
Time- | Performance- | Time- | Performance- | |||||||||||
Based | Based | Based | Based | |||||||||||
Non-Vested at February 2, 2013 | 471,369 | — | $ | 36.22 | $ | — | ||||||||
Granted | 461,821 | 97,668 | 33.3 | 33.09 | ||||||||||
Vested(1) | (325,763 | ) | — | 38.19 | — | |||||||||
Forfeited | (34,385 | ) | (15,110 | ) | 32.85 | 33.09 | ||||||||
| | | | | | | | | | | | | | |
Non-Vested at February 1, 2014 | 573,042 | 82,558 | $ | 32.95 | $ | 33.09 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | ||||||||||||||
Includes 110,740 shares relinquished for tax payments related to vested DSUs in fiscal 2013. | ||||||||||||||
Summary of additional information about DSUs | ' | |||||||||||||
Fiscal Year | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
DSUs issued | 559,489 | 350,284 | 470,999 | |||||||||||
Weighted average grant date fair value | $ | 33.26 | $ | 39.37 | $ | 28.65 | ||||||||
Fair value of shares vested (in millions) | $ | 12.4 | $ | 10.7 | $ | 8.2 | ||||||||
Summary of restricted stock activity | ' | |||||||||||||
Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | ||||||||||||||
Non-Vested at February 2, 2013 | 99,847 | $ | 28.55 | |||||||||||
Granted | 23,577 | 40.29 | ||||||||||||
Vested | (42,505 | ) | 29.7 | |||||||||||
Forfeited | — | — | ||||||||||||
| | | | | | | | |||||||
Non-Vested at February 1, 2014 | 80,919 | $ | 31.36 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Summary of additional information about restricted stock | ' | |||||||||||||
Fiscal Year | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Restricted stock issued | 23,577 | 22,407 | 119,081 | |||||||||||
Weighted average grant date fair value | $ | 40.29 | $ | 31.23 | $ | 28.45 | ||||||||
Fair value of shares vested (in millions) | $ | 1.3 | $ | 1.2 | $ | 1.3 | ||||||||
Summary of stock option activity | ' | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise Price | Remaining | Value | ||||||||||||
Contractual | (in thousands) | |||||||||||||
Term | ||||||||||||||
Options outstanding at February 2, 2013 | 1,024,768 | $ | 25.54 | |||||||||||
Granted | 19,080 | 33.09 | ||||||||||||
Exercised | (372,841 | ) | 20.67 | |||||||||||
Forfeited | (25,012 | ) | 19.58 | |||||||||||
Expired | (5 | ) | 7.97 | |||||||||||
| | | | | | | | | | | | | ||
Outstanding at February 1, 2014 | 645,990 | $ | 28.8 | 5.2 Years | $ | 12,427 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Vested or expected to vest at February 1, 2014 | 640,815 | $ | 28.82 | 5.2 Years | $ | 12,314 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Exercisable at February 1, 2014 | 346,843 | $ | 28.92 | 4.8 Years | $ | 6,631 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Weighted-average assumptions used to calculate fair value of stock options | ' | |||||||||||||
Fiscal Year | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Risk-free interest rates | 0.76 | % | 1.09 | % | 2.16 | % | ||||||||
Expected lives | 5.0 years | 5.0 years | 5.0 years | |||||||||||
Dividend yield | 2.2 | % | 2.07 | % | 1.7 | % | ||||||||
Expected volatility | 55 | % | 58.67 | % | 53.67 | % |
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
GOODWILL AND INTANGIBLE ASSETS | ' | ||||||||||
Changes in the net carrying amount of goodwill | ' | ||||||||||
Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended February 1, 2014 and February 2, 2013 are as follows (in thousands): | |||||||||||
Retail | Corporate | Total | |||||||||
Apparel | |||||||||||
Balance, January 28, 2012 | $ | 59,900 | $ | 27,882 | $ | 87,782 | |||||
Translation adjustment | 95 | (42 | ) | 53 | |||||||
| | | | | | | | | | | |
Balance, February 2, 2013 | $ | 59,995 | $ | 27,840 | $ | 87,835 | |||||
Goodwill of acquired business | 49,338 | — | 49,338 | ||||||||
Impairment charge | (9,501 | ) | — | (9,501 | ) | ||||||
Translation adjustment | (2,913 | ) | 1,244 | (1,669 | ) | ||||||
| | | | | | | | | | | |
Balance, February 1, 2014 | $ | 96,919 | $ | 29,084 | $ | 126,003 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Gross carrying amount and accumulated amortization of intangible assets | ' | ||||||||||
The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): | |||||||||||
February 1, | February 2, | ||||||||||
2014 | 2013 | ||||||||||
Amortizable intangible assets: | |||||||||||
Carrying amount: | |||||||||||
Trademarks, tradenames and other intangibles | $ | 12,012 | $ | 14,502 | |||||||
Customer relationships | 33,602 | 32,098 | |||||||||
| | | | | | | | ||||
Total carrying amount | 45,614 | 46,600 | |||||||||
| | | | | | | | ||||
Accumulated amortization: | |||||||||||
Trademarks, tradenames and other intangibles | (9,007 | ) | (8,663 | ) | |||||||
Customer relationships | (9,895 | ) | (6,751 | ) | |||||||
| | | | | | | | ||||
Total accumulated amortization | (18,902 | ) | (15,414 | ) | |||||||
| | | | | | | | ||||
Total amortizable intangible assets, net | 26,712 | 31,186 | |||||||||
| | | | | | | | ||||
Infinite-lived intangible assets: | |||||||||||
Trademarks and tradename | 31,315 | 1,256 | |||||||||
| | | | | | | | ||||
Total intangible assets, net | $ | 58,027 | $ | 32,442 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||||||
Feb. 01, 2014 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ' | |||||||||||||
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | ' | |||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||
(in thousands) | Quoted Prices | Significant | Significant | Total | ||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical | Inputs | (Level 3) | ||||||||||||
Instruments | (Level 2) | |||||||||||||
(Level 1) | ||||||||||||||
At February 1, 2014— | ||||||||||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 1,137 | $ | — | $ | 1,137 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
At February 2, 2013— | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents | $ | 20,054 | $ | — | $ | — | $ | 20,054 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Derivative financial instruments | $ | — | $ | 215 | $ | — | $ | 215 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 17 | $ | — | $ | 17 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Fair Value Measurements - non- recurring basis | ' | |||||||||||||
Fair Value Measurements—non-recurring basis | February 1, 2014 | February 2, 2013 | ||||||||||||
(in thousands) | ||||||||||||||
Long-lived assets held-for use | ||||||||||||||
Carrying amount | $ | 2,234 | $ | 695 | ||||||||||
Realized loss | (2,216 | ) | (482 | ) | ||||||||||
| | | | | | | | |||||||
Fair value measurement | $ | 18 | $ | 213 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | |||||||||||
Feb. 01, 2014 | ||||||||||||
DERIVATIVE FINANCIAL INSTRUMENTS | ' | |||||||||||
Fair value of the derivative financial instruments included in the balance sheet | ' | |||||||||||
The table below discloses the fair value of the derivative financial instruments included in the consolidated balance sheet as of February 1, 2014 and February 2, 2013 (in thousands): | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||
Location | Location | |||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||
At February 1, 2014— | ||||||||||||
Foreign exchange forward contracts | Other current assets | $ | — | Accrued expenses and other current liabilities | $ | 483 | ||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
At February 2, 2013— | ||||||||||||
Foreign exchange forward contracts | Other current assets | $ | 215 | Accrued expenses and other current liabilities | $ | 17 | ||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Derivatives designated as hedging instruments: | ||||||||||||
At February 1, 2014— | Other noncurrent assets | $ | — | Other noncurrent liabilities | $ | 654 | ||||||
Interest rate swap | ||||||||||||
| | | | | | | | | | | | |
| | | | | | | | | | | | |
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 12 Months Ended | ||||||||||
Feb. 01, 2014 | |||||||||||
SEGMENT REPORTING | ' | ||||||||||
Net sales by brand and reportable segment | ' | ||||||||||
Net sales by brand and reportable segment are as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net sales: | |||||||||||
MW(1) | $ | 1,606,218 | $ | 1,581,122 | $ | 1,471,711 | |||||
Moores | 254,371 | 273,978 | 267,689 | ||||||||
K&G | 336,222 | 365,945 | 375,105 | ||||||||
MW Cleaners | 29,611 | 27,804 | 24,688 | ||||||||
| | | | | | | | | | | |
Total retail segment | 2,226,422 | 2,248,849 | 2,139,193 | ||||||||
| | | | | | | | | | | |
Twin Hill | 37,678 | 29,513 | 25,398 | ||||||||
Dimensions and Alexandra (UK) | 209,133 | 209,916 | 218,093 | ||||||||
| | | | | | | | | | | |
Total corporate apparel segment | 246,811 | 239,429 | 243,491 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 2,473,233 | $ | 2,488,278 | $ | 2,382,684 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | |||||||||||
MW includes Men's Wearhouse and Men's Wearhouse and Tux stores and JA Holding. | |||||||||||
Supplemental products and services sales information | ' | ||||||||||
The following table sets forth supplemental products and services sales information for the Company (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net sales: | |||||||||||
Men's tailored clothing product | $ | 904,223 | $ | 919,447 | $ | 884,133 | |||||
Men's non-tailored clothing product | 686,514 | 690,605 | 656,689 | ||||||||
Ladies clothing product | 73,542 | 81,196 | 78,849 | ||||||||
Other | 3,256 | — | — | ||||||||
| | | | | | | | | | | |
Total retail clothing product | 1,667,535 | 1,691,248 | 1,619,671 | ||||||||
| | | | | | | | | | | |
Tuxedo rental services | 411,864 | 406,454 | 376,857 | ||||||||
Alteration services | 117,412 | 123,343 | 117,977 | ||||||||
Retail dry cleaning services | 29,611 | 27,804 | 24,688 | ||||||||
| | | | | | | | | | | |
Total alteration and other services | 147,023 | 151,147 | 142,665 | ||||||||
| | | | | | | | | | | |
Corporate apparel clothing product | 246,811 | 239,429 | 243,491 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 2,473,233 | $ | 2,488,278 | $ | 2,382,684 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes | ' | ||||||||||
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Operating income (loss): | |||||||||||
Retail | $ | 120,247 | $ | 194,679 | $ | 189,995 | |||||
Corporate apparel | 9,381 | 3,889 | (4,563 | ) | |||||||
| | | | | | | | | | | |
Operating income | 129,628 | 198,568 | 185,432 | ||||||||
Interest income | 385 | 648 | 424 | ||||||||
Interest expense | (3,205 | ) | (1,544 | ) | (1,446 | ) | |||||
| | | | | | | | | | | |
Earnings before income taxes | $ | 126,808 | $ | 197,672 | $ | 184,410 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Capital expenditures by reportable segment | ' | ||||||||||
Capital expenditures by reportable segment are as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Capital expenditures: | |||||||||||
Retail | $ | 105,781 | $ | 117,796 | $ | 82,001 | |||||
Corporate apparel | 2,419 | 3,637 | 9,819 | ||||||||
| | | | | | | | | | | |
Total capital expenditures | $ | 108,200 | $ | 121,433 | $ | 91,820 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Depreciation and amortization expense by reportable segment | ' | ||||||||||
Depreciation and amortization expense by reportable segment is as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Depreciation and amortization expense: | |||||||||||
Retail | $ | 82,084 | $ | 77,680 | $ | 69,644 | |||||
Corporate apparel | 6,665 | 7,299 | 6,324 | ||||||||
| | | | | | | | | | | |
Total depreciation and amortization expense | $ | 88,749 | $ | 84,979 | $ | 75,968 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Total assets by reportable segment | ' | ||||||||||
Total assets by reportable segment are as follows (in thousands): | |||||||||||
February 1, | February 2, | ||||||||||
2014 | 2013 | ||||||||||
Segment assets: | |||||||||||
Retail | $ | 1,306,677 | $ | 1,250,307 | |||||||
Corporate apparel | 248,553 | 246,040 | |||||||||
| | | | | | | | ||||
Total assets | $ | 1,555,230 | $ | 1,496,347 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Net sales and long-lived assets by geographical areas | ' | ||||||||||
The tables below present information related to geographic areas in which we operate, with net sales classified based primarily on the country where our customer is located (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net sales: | |||||||||||
U.S. | $ | 2,009,729 | $ | 2,004,384 | $ | 1,896,902 | |||||
Canada | 254,371 | 273,978 | 267,689 | ||||||||
UK | 209,133 | 209,916 | 218,093 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 2,473,233 | $ | 2,488,278 | $ | 2,382,684 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
February 1, 2014 | February 2, 2013 | ||||||||||
Long-lived assets: | |||||||||||
U.S. | $ | 490,665 | $ | 451,860 | |||||||
Canada | 47,082 | 51,091 | |||||||||
UK | 13,231 | 12,992 | |||||||||
| | | | | | | | ||||
Total long-lived assets | $ | 550,978 | $ | 515,943 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Feb. 01, 2014 | |||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
Minimum future rental payments under noncancelable operating leases | ' | ||||
Minimum future rental payments under non-cancelable operating leases as of February 1, 2014 for each of the next five years and in the aggregate are as follows (in thousands): | |||||
Fiscal Year | Operating Leases | ||||
2014 | $ | 177,071 | |||
2015 | 162,397 | ||||
2016 | 138,251 | ||||
2017 | 107,758 | ||||
2018 | 82,082 | ||||
Thereafter | 235,232 | ||||
| | | | | |
Total | $ | 902,791 | |||
| | | | | |
| | | | | |
QUARTERLY_RESULTS_OF_OPERATION1
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Feb. 01, 2014 | ||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ' | |||||||||||||
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ' | |||||||||||||
The consolidated results of operations by quarter for fiscal 2013 and 2012 are presented below (in thousands, except per share amounts): | ||||||||||||||
Fiscal 2013 Quarters Ended | ||||||||||||||
May 4, | August 3, | November 2, | February 1, | |||||||||||
2013 | 2013(1) | 2013(2) | 2014(3) | |||||||||||
Net sales | $ | 616,536 | $ | 647,255 | $ | 648,890 | $ | 560,552 | ||||||
Gross margin | 277,920 | 308,794 | 293,502 | 208,794 | ||||||||||
Net earnings (loss) attributable to common shareholders | $ | 33,091 | $ | 42,943 | $ | 38,204 | $ | (30,447 | ) | |||||
Net earnings (loss) per common share attributable to common shareholders: | ||||||||||||||
Basic(5) | $ | 0.65 | $ | 0.86 | $ | 0.8 | $ | (0.64 | ) | |||||
Diluted(5) | $ | 0.65 | $ | 0.85 | $ | 0.79 | $ | (0.64 | ) | |||||
Fiscal 2012 Quarters Ended | ||||||||||||||
April 28, | July 28, | October 27, | February 2, | |||||||||||
2012 | 2012 | 2012 | 2013(4) | |||||||||||
Net sales | $ | 586,574 | $ | 662,302 | $ | 630,974 | $ | 608,428 | ||||||
Gross margin | 254,049 | 320,257 | 290,697 | 243,145 | ||||||||||
Net earnings (loss) attributable to common shareholders | $ | 26,884 | $ | 59,393 | $ | 48,843 | $ | (3,404 | ) | |||||
Net earnings (loss) per common share attributable to common shareholders: | ||||||||||||||
Basic(5) | $ | 0.52 | $ | 1.16 | $ | 0.95 | $ | (0.07 | ) | |||||
Diluted(5) | $ | 0.52 | $ | 1.15 | $ | 0.95 | $ | (0.07 | ) | |||||
-1 | ||||||||||||||
Includes a pre-tax charge of $9.5 million related to K&G goodwill impairment and pre-tax expenses totaling $2.9 million related to the acquisition and integration of JA Holding and separation costs with a former executive. | ||||||||||||||
-2 | ||||||||||||||
Includes pre-tax expenses totaling $9.7 million related to the acquisition and integration of JA Holding, costs related to various strategic projects, separation costs with former executives and a New York store related closure costs offset by a pre-tax gain of $2.2 million related to the sale of an office building in Fremont, California. | ||||||||||||||
-3 | ||||||||||||||
Includes pre-tax expenses totaling $19.0 million related to the acquisition and integration of JA Holding, costs related to various strategic projects, separation costs with former executives, K&G e-commerce closure costs and a tradename impairment charge. | ||||||||||||||
-4 | ||||||||||||||
The fourth quarter of fiscal 2012 consisted of 14 weeks. All other fiscal quarters presented consisted of 13 weeks. | ||||||||||||||
-5 | ||||||||||||||
Due to the method of calculating weighted-average common shares outstanding, the sum of the quarterly per share amounts may not equal net earnings per common share attributable to common shareholders for the respective years. | ||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
segment | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' |
Number of reportable segments | 2 | ' | ' |
Accounts Receivable | ' | ' | ' |
Allowance for uncollectible accounts | $0.80 | $1 | ' |
Property and Equipment | ' | ' | ' |
Depreciation expense | $84.90 | $81.70 | $72.60 |
Building | Minimum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '10 years | ' | ' |
Building | Maximum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '25 years | ' | ' |
Leasehold Improvements | Minimum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '5 years | ' | ' |
Leasehold Improvements | Maximum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '10 years | ' | ' |
Furniture, fixtures and equipment | Minimum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '2 years | ' | ' |
Furniture, fixtures and equipment | Maximum | ' | ' | ' |
Property and Equipment | ' | ' | ' |
Estimated useful lives | '25 years | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ' | ' |
Rental product useful life minimum | '2 years | ' | ' |
Rental product useful life maximum | '3 years | ' | ' |
Tuxedo rental product amortization | $32,266 | $28,315 | $28,858 |
Impairment of Long-Lived Assets | ' | ' | ' |
Pre-tax non-cash asset impairment charges | 2,216 | 482 | 2,042 |
Tradename | ' | ' | ' |
Impairment of Long-Lived Assets | ' | ' | ' |
Pre-tax non-cash asset impairment charges | $1,800 | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) | 12 Months Ended |
Feb. 01, 2014 | |
Minimum | ' |
Other Intangible Assets | ' |
Amortization expense useful life | '5 years |
Maximum | ' |
Other Intangible Assets | ' |
Amortization expense useful life | '20 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 03, 2013 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Goodwill | ' | ' | ' | ' |
Goodwill impairment charge | $9,500 | $9,501 | ' | ' |
Goodwill | ' | $126,003 | $87,835 | $87,782 |
Minimum | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' |
Weighted average cost of capital used to discount cash flows (as a percent) | ' | 12.50% | ' | ' |
Maximum | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' |
Weighted average cost of capital used to discount cash flows (as a percent) | ' | 14.00% | ' | ' |
Reporting Units | Operating brands including Men's Wearhouse, Moores, K&G, MW Cleaners, Twin Hill and UK-based operations | Minimum | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' |
Earning Multiples | ' | 6.5 | ' | ' |
Reporting Units | Operating brands including Men's Wearhouse, Moores, K&G, MW Cleaners, Twin Hill and UK-based operations | Maximum | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' |
Earning Multiples | ' | 12.5 | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
item | |||
Sabbatical Leave | ' | ' | ' |
Accrued liability | $11,300,000 | $11,700,000 | ' |
Gift Cards and Gift Card Breakage | ' | ' | ' |
Determination period | '36 months | ' | ' |
Pre-tax breakage income recognized | 1,300,000 | 1,500,000 | 1,400,000 |
Loyalty Program | ' | ' | ' |
Loyalty Point Threshold | 500 | ' | ' |
Amount of rewards certificates | 50 | ' | ' |
Period after which reward certificates earned must be redeemed | '6 months | ' | ' |
Accrued liability for loyalty program reward certificates | 6,321,000 | 6,930,000 | ' |
Operating Leases | ' | ' | ' |
General lease commencement | '60 days | ' | ' |
Advertising | ' | ' | ' |
Advertising expense | 101,100,000 | 94,400,000 | 84,400,000 |
Share-Based Compensation | ' | ' | ' |
Share-based compensation expense recognized | 17,100,000 | 16,500,000 | 13,800,000 |
Total income tax benefit recognized in net earnings for share-based compensation arrangements | $6,600,000 | $6,400,000 | $5,400,000 |
Minimum | ' | ' | ' |
Operating Leases | ' | ' | ' |
Term of the lease | '5 years | ' | ' |
Maximum | ' | ' | ' |
Operating Leases | ' | ' | ' |
Term of the lease | '10 years | ' | ' |
ACQUISITION_Details
ACQUISITION (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Aug. 06, 2013 | Aug. 06, 2013 | |
Term loan | JA Holding | ||||
Acquisition | ' | ' | ' | ' | ' |
Approximate cash consideration, subject to certain adjustments | ' | ' | ' | ' | $97,500,000 |
Net cash consideration after adjustments | 94,906,000 | ' | ' | ' | 94,900,000 |
Amount borrowed | ' | ' | ' | 100,000,000 | ' |
Acquisition and integration costs | 6,700,000 | ' | ' | ' | ' |
Preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | 12,800,000 |
Inventories | ' | ' | ' | ' | 6,500,000 |
Other assets | ' | ' | ' | ' | 3,100,000 |
Property and equipment | ' | ' | ' | ' | 7,300,000 |
Goodwill | 126,003,000 | 87,835,000 | 87,782,000 | ' | 49,300,000 |
Tradename | ' | ' | ' | ' | 30,000,000 |
Accounts payable, accrued expenses and other current liabilities | ' | ' | ' | ' | -7,200,000 |
Other liabilities | ' | ' | ' | ' | -6,900,000 |
Total purchase price | ' | ' | ' | ' | $94,900,000 |
EARNINGS_PER_SHARE_Details
EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Numerator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net earnings attributable to common shareholders | ($30,447) | $38,204 | $42,943 | $33,091 | ($3,404) | $48,843 | $59,393 | $26,884 | $83,791 | $131,716 | $120,601 |
Net earnings allocated to participating securities (restricted stock and deferred stock units) | ' | ' | ' | ' | ' | ' | ' | ' | -442 | -1,559 | -1,479 |
Net earnings attributable to common shareholders | ' | ' | ' | ' | ' | ' | ' | ' | $83,349 | $130,157 | $119,122 |
Denominator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 48,849,000 | 50,793,000 | 51,423,000 |
Dilutive effect of share-based awards (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 313,000 | 233,000 | 269,000 |
Diluted weighted-average common shares outstanding | ' | ' | ' | ' | ' | ' | ' | ' | 49,162,000 | 51,026,000 | 51,692,000 |
Net earnings per common share attributable to common shareholders: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.64) | $0.80 | $0.86 | $0.65 | ($0.07) | $0.95 | $1.16 | $0.52 | $1.71 | $2.56 | $2.32 |
Diluted (in dollars per share) | ($0.64) | $0.79 | $0.85 | $0.65 | ($0.07) | $0.95 | $1.15 | $0.52 | $1.70 | $2.55 | $2.30 |
Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Anti-dilutive shares of common stock excluded from the calculation of diluted earnings per common share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 300,000 | 400,000 |
DEBT_Details
DEBT (Details) (USD $) | Feb. 01, 2014 | Feb. 01, 2014 | Feb. 01, 2014 | Feb. 01, 2014 | Feb. 01, 2014 | Feb. 01, 2014 | Aug. 06, 2013 | Feb. 01, 2014 | Aug. 06, 2013 | Aug. 06, 2013 |
In Millions, unless otherwise specified | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Senior revolving credit facility | Term loan | Term loan | Term loan | Term loan |
Maximum | Minimum | Federal funds rate | LIBOR | Interest rate swap | LIBOR | |||||
Line of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount borrowed | ' | ' | ' | ' | ' | ' | $100 | ' | ' | ' |
Period of repayment of term loan | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Annual principal payment (as a percent) | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' |
Principal payments related to the term loan in fiscal year 2014 | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' |
Principal payments related to the term loan in fiscal year 2015 | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' |
Principal payments related to the term loan in fiscal year 2016 | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' |
Principal payments related to the term loan in fiscal year 2017 | ' | ' | ' | ' | ' | ' | ' | 10 | ' | ' |
Principal payments related to the term loan in fiscal year 2018 | ' | ' | ' | ' | ' | ' | ' | 57.5 | ' | ' |
Alternate base rate (as a percent) | ' | ' | ' | 'federal funds rate | 'one month LIBO rate | ' | ' | ' | ' | 'monthly LIBOR |
Base rate margin (as a percent) | ' | ' | ' | 0.50% | 1.00% | ' | ' | ' | ' | 1.75% |
Fixed rate of interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 1.27% | ' |
Combined interest rate (as a percent) | ' | ' | ' | ' | ' | ' | 3.02% | ' | ' | ' |
Debt outstanding | ' | ' | ' | ' | ' | ' | ' | 97.5 | ' | ' |
Credit facility | ' | ' | ' | ' | ' | 300 | ' | ' | ' | ' |
Total credit facility with expansion feature | ' | ' | ' | ' | ' | 450 | ' | ' | ' | ' |
Varying interest rate margin (as a percent) | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Fees on amounts available to be drawn (as a percent) | ' | 2.50% | 1.75% | ' | ' | ' | ' | ' | ' | ' |
Fees on unused commitments (as a percent) | ' | 0.50% | 0.35% | ' | ' | ' | ' | ' | ' | ' |
Borrowings under the senior revolving credit facility | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Letters of credit issued and outstanding | 19.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings available under credit facility | $280.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Earnings before income taxes | ' | ' | ' |
United States | $82,061 | $143,215 | $133,405 |
Foreign | 44,747 | 54,457 | 51,005 |
Earnings before income taxes | $126,808 | $197,672 | $184,410 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Current tax expense: | ' | ' | ' |
Federal | $27,438,000 | $41,107,000 | $24,087,000 |
State | 3,434,000 | 5,430,000 | 4,780,000 |
Foreign | 9,447,000 | 13,892,000 | 5,649,000 |
Deferred tax expense (benefit): | ' | ' | ' |
Federal and state | 961,000 | 5,739,000 | 20,864,000 |
Foreign | 1,311,000 | -559,000 | 8,564,000 |
Total | 42,591,000 | 65,609,000 | 63,944,000 |
Cumulative undistributed earnings of foreign companies | 249,300,000 | ' | ' |
Potential deferred tax liability associated with cumulative undistributed earnings | $44,900,000 | ' | ' |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Effective tax rate reconciliation | ' | ' | ' |
Federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit (as a percent) | 2.70% | 2.90% | 3.10% |
Net change in tax accruals (as a percent) | 0.10% | -0.20% | -0.20% |
Foreign tax rate differential (as a percent) | -3.20% | -2.30% | -1.50% |
Amortizable tax goodwill (as a percent) | -1.40% | -0.90% | -1.00% |
Valuation allowance (as a percent) | 0.40% | 0.30% | ' |
Other (as a percent) | ' | -1.60% | -0.70% |
Effective income tax rate (as a percent) | 33.60% | 33.20% | 34.70% |
Net deferred tax liabilities | $14,443,000 | $6,983,000 | ' |
Deferred tax classified as other current assets | 33,148,000 | 26,607,000 | ' |
Deferred tax classified as other non-current assets | 600,000 | 1,800,000 | ' |
Deferred tax classified as other non-current liabilities | $48,100,000 | $35,400,000 | ' |
INCOME_TAXES_Details_4
INCOME TAXES (Details 4) (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Deferred tax assets: | ' | ' | ' |
Accrued rent and other expenses | $43,731,000 | $37,314,000 | ' |
Accrued compensation | 21,457,000 | 20,602,000 | ' |
Accrued inventory markdowns | 2,471,000 | 2,541,000 | ' |
Deferred intercompany profits | ' | 918,000 | ' |
Other | 2,013,000 | 38,000 | ' |
Tax loss and other carryforwards | 12,093,000 | 13,938,000 | ' |
Total deferred tax assets | 81,765,000 | 75,351,000 | ' |
Valuation allowance | -1,177,000 | -555,000 | ' |
Net deferred tax assets | 80,588,000 | 74,796,000 | ' |
Deferred tax liabilities: | ' | ' | ' |
Property and equipment | -73,401,000 | -62,939,000 | ' |
Capitalized inventory costs | -4,557,000 | -4,819,000 | ' |
Intangibles | -17,073,000 | -14,021,000 | ' |
Total deferred tax liabilities | -95,031,000 | -81,779,000 | ' |
Net deferred tax liabilities | -14,443,000 | -6,983,000 | ' |
Accrued interest related to uncertain tax positions | 700,000 | 900,000 | ' |
Interest and penalties related to income tax | $100,000 | $200,000 | $300,000 |
INCOME_TAXES_Details_5
INCOME TAXES (Details 5) (USD $) | 12 Months Ended | |
Feb. 01, 2014 | Feb. 02, 2013 | |
Summary of unrecognized tax benefits | ' | ' |
Gross unrecognized tax benefits, beginning balance | $3,917,000 | $4,346,000 |
Increase in tax positions for prior years | 245,000 | 621,000 |
Decrease in tax positions for prior years | -7,000 | -417,000 |
Increase in tax positions for current year | 212,000 | 539,000 |
Settlements | -1,052,000 | -358,000 |
Lapse from statute of limitations | -385,000 | -814,000 |
Gross unrecognized tax benefits, ending balance | 2,930,000 | 3,917,000 |
Unrecognized tax benefits that would impact effective tax rate | 2,500,000 | ' |
Federal | ' | ' |
NOL carryforwards | ' | ' |
NOL carryforwards | 25,500,000 | ' |
State | ' | ' |
NOL carryforwards | ' | ' |
NOL carryforwards | 16,800,000 | ' |
Foreign | ' | ' |
NOL carryforwards | ' | ' |
NOL carryforwards | $6,200,000 | ' |
INCOME_TAXES_Details_6
INCOME TAXES (Details 6) (Foreign, USD $) | Feb. 01, 2014 |
In Millions, unless otherwise specified | |
Foreign | ' |
Tax credit carryforwards | ' |
Tax credit carryforwards | $0.80 |
OTHER_CURRENT_ASSETS_ACCRUED_E2
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Details) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
In Thousands, unless otherwise specified | |||
Other current assets | ' | ' | ' |
Prepaid expenses | $33,747 | $35,403 | ' |
Current deferred tax assets | 33,148 | 26,607 | ' |
Tax receivable | 17,276 | 8,040 | ' |
Other | 9,035 | 9,499 | ' |
Total other current assets | 93,206 | 79,549 | ' |
Accrued expenses and other current liabilities | ' | ' | ' |
Accrued salary, bonus, sabbatical, vacation and other benefits | 58,127 | 55,555 | ' |
Customer deposits, prepayments and refunds payable | 22,617 | 20,276 | ' |
Accrued workers compensation and medical costs | 22,055 | 19,146 | ' |
Sales, value added, payroll, property and other taxes payable | 19,184 | 23,801 | ' |
Unredeemed gift certificates | 15,589 | 15,535 | ' |
Accrued strategic professional fees | 9,338 | ' | ' |
Cash dividends declared | 8,963 | 9,260 | 9,339 |
Loyalty program reward certificates | 6,321 | 6,930 | ' |
Other | 13,603 | 13,841 | ' |
Total accrued expenses and other current liabilities | 175,797 | 164,344 | ' |
Deferred taxes and other liabilities | ' | ' | ' |
Deferred rent and landlord incentives | 55,923 | 52,814 | ' |
Non-current deferred and other income tax liabilities | 51,604 | 38,810 | ' |
Other | 1,765 | 1,305 | ' |
Total deferred taxes and other liabilities | $109,292 | $92,929 | ' |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Change in accumulated other comprehensive income components | ' | ' | ' |
Balance at the beginning of the period | $36,924 | $36,921 | $38,366 |
Other comprehensive loss before reclassifications | -9,334 | -23 | -1,551 |
Other comprehensive loss (income) attributable to non-controlling interest | -608 | 26 | 106 |
Amounts reclassified from accumulated other comprehensive income | 329 | ' | ' |
Net other comprehensive income (loss) | -9,613 | 3 | -1,445 |
Balance at the end of the period | 27,311 | 36,924 | 36,921 |
Foreign Currency Translation | ' | ' | ' |
Change in accumulated other comprehensive income components | ' | ' | ' |
Balance at the beginning of the period | 36,924 | 36,921 | 38,366 |
Other comprehensive loss before reclassifications | -8,606 | -23 | -1,551 |
Other comprehensive loss (income) attributable to non-controlling interest | -608 | 26 | 106 |
Net other comprehensive income (loss) | -9,214 | 3 | -1,445 |
Balance at the end of the period | 27,710 | 36,924 | 36,921 |
Interest rate swap | ' | ' | ' |
Change in accumulated other comprehensive income components | ' | ' | ' |
Other comprehensive loss before reclassifications | -728 | ' | ' |
Amounts reclassified from accumulated other comprehensive income | 329 | ' | ' |
Net other comprehensive income (loss) | -399 | ' | ' |
Balance at the end of the period | ($399) | ' | ' |
DIVIDENDS_Details
DIVIDENDS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Jan. 28, 2012 | Oct. 29, 2011 | Jul. 30, 2011 | Apr. 30, 2011 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
DIVIDENDS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividends paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $35,549 | $37,084 | $25,098 |
Cash dividends per share (in dollars per share) | $0.18 | $0.18 | $0.18 | $0.18 | $0.18 | $0.18 | $0.18 | $0.18 | $0.18 | $0.12 | $0.12 | $0.12 | $0.72 | $0.72 | $0.54 |
Cash dividends declared | $8,963 | ' | ' | ' | $9,260 | ' | ' | ' | $9,339 | ' | ' | ' | $8,963 | $9,260 | $9,339 |
SHARE_REPURCHASES_AND_TREASURY2
SHARE REPURCHASES AND TREASURY STOCK (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Apr. 06, 2013 | Feb. 01, 2014 | Oct. 05, 2013 | Aug. 03, 2013 | Apr. 06, 2013 | Jan. 29, 2011 | Feb. 02, 2013 | Jan. 28, 2012 | |
Restricted Stock | Restricted Stock | Restricted Stock | March 2013 authorization | March 2013 authorization | March 2013 authorization | March 2013 authorization | January 2011 authorization | January 2011 authorization | January 2011 authorization | January 2011 authorization | ||||
ASR | ASR | |||||||||||||
Stock Repurchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Authorized share repurchase program | ' | ' | ' | ' | ' | ' | $200,000,000 | ' | ' | ' | ' | $150,000,000 | ' | ' |
Remaining balance available | ' | ' | ' | ' | ' | ' | ' | 48,000,000 | ' | ' | 45,200,000 | ' | ' | ' |
Payment for share repurchase | 152,129,000 | 41,296,000 | 63,988,000 | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' |
Delivery of shares | ' | ' | ' | ' | ' | ' | ' | ' | 455,769 | 2,197,518 | ' | ' | ' | ' |
Value of shares received | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | 85,000,000 | ' | ' | ' | ' |
Price per share of stock repurchased under the ASR agreement (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $32.91 | $38.68 | ' | ' | ' | ' |
Shares repurchased and held in treasury | 1,494,696 | 1,128,525 | ' | 5,378 | 7,041 | 7,132 | ' | 1,489,318 | ' | ' | ' | ' | 1,121,484 | 2,322,340 |
Treasury stock repurchased, cost | ' | ' | ' | 200,000 | 300,000 | 200,000 | ' | 52,000,000 | ' | ' | ' | ' | 41,000,000 | 63,800,000 |
Average price per share of treasury stock repurchased (in dollars per share) | ' | ' | ' | $30.03 | $37.28 | $27.77 | ' | $34.89 | ' | ' | ' | ' | $36.59 | $27.47 |
Shares repurchased | 4,147,983 | 1,128,525 | 2,329,472 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total costs | $152,129,000 | $41,296,000 | $63,988,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Average price per share (in dollars per share) | $36.68 | $36.59 | $27.47 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SHARE_REPURCHASES_AND_TREASURY3
SHARE REPURCHASES AND TREASURY STOCK (Details 2) (USD $) | 1 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jan. 04, 2014 | Feb. 01, 2014 | Feb. 02, 2013 |
Change in treasury shares | ' | ' | ' |
Beginning Balance | ' | 21,570,052 | 20,447,822 |
Purchases of common stock | ' | 1,494,696 | 1,128,525 |
Retirement of common stock | -22,900,000 | -22,915,087 | ' |
Reissuance of common stock | ' | -11,761 | -6,295 |
Ending Balance | ' | 137,900 | 21,570,052 |
Treasury stock, at cost (in dollars) | ' | $3,407 | $517,894 |
Average price of treasury stock (in dollars per share) | ' | $24.71 | $24.01 |
Period of service agreement | ' | '2 years | '2 years |
Fair value of the treasury stock reissued (in dollars) | ' | $425 | $177 |
EQUITY_AND_SHAREBASED_COMPENSA2
EQUITY AND SHARE-BASED COMPENSATION PLANS (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Oct. 09, 2013 | Feb. 01, 2014 | Feb. 02, 2013 | |
item | |||
EQUITY AND SHARE-BASED COMPENSATION PLANS | ' | ' | ' |
Number of preferred share purchase rights declared as dividend for each outstanding share of common stock | 1 | ' | ' |
Number of shares of Series A Junior Participating Preferred Stock which each right entitles the registered holder to purchase | 0.001 | ' | ' |
Par value of Series A Junior Participating Preferred Stock (in dollars per share) | ' | $0.01 | $0.01 |
Purchase price of Series A Junior Participating Preferred Stock (in dollars per one-thousandth of a share) | $160 | ' | ' |
Percentage of ownership of outstanding common stock to be acquired by any person or group to exercise the preferred stock purchase rights | 10.00% | ' | ' |
Percentage of ownership of outstanding common stock to be acquired by the passive institutional investor to exercise the preferred stock purchase rights | 15.00% | ' | ' |
Rights exercised | ' | 0 | ' |
Preferred Stock | ' | ' | ' |
Preferred stock, shares authorized | ' | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | ' | 0 | 0 |
Stock Plans | ' | ' | ' |
Exercise period from the date of grant | ' | '10 years | ' |
2004 Plan | ' | ' | ' |
Stock Plans | ' | ' | ' |
Maximum number of common stock shares available for purchase in the plan | ' | 4,610,059 | ' |
Number of shares available for grant | ' | 1,465,820 | ' |
1996 Plan | ' | ' | ' |
Stock Plans | ' | ' | ' |
Number of shares available for grant | ' | 0 | ' |
Director Plan | ' | ' | ' |
Stock Plans | ' | ' | ' |
Number of shares available for grant | ' | 0 | ' |
Existing Plans | ' | ' | ' |
Stock Plans | ' | ' | ' |
Number of shares reserved for future issuance | ' | 2,848,329 | ' |
EQUITY_AND_SHAREBASED_COMPENSA3
EQUITY AND SHARE-BASED COMPENSATION PLANS (Details 2) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Certain grants vesting period, maximum | '10 years | ' | ' |
Unrecognized compensation cost | ' | ' | ' |
Unrecognized compensation cost | $11.20 | ' | ' |
Compensation recognition period | '1 year 4 months 24 days | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | Minimum | ' | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Vesting period | '1 year | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | Maximum | ' | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Vesting period | '3 years | ' | ' |
DSUs | ' | ' | ' |
Shares | ' | ' | ' |
Granted (in shares) | 559,489 | 350,284 | 470,999 |
Weighted-Average Grant-Date Fair Value | ' | ' | ' |
Granted (in dollars per share) | $33.26 | $39.37 | $28.65 |
Additional information | ' | ' | ' |
Weighted average grant date fair value (in dollars per share) | $33.26 | $39.37 | $28.65 |
Fair value of shares vested | 12.4 | 10.7 | 8.2 |
Intrinsic value of nonvested shares | 31.5 | ' | ' |
DSUs | Minimum | ' | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Vesting period | '1 year | ' | ' |
DSUs | Maximum | ' | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Vesting period | '3 years | ' | ' |
DSUs | Time-Based | ' | ' | ' |
Shares | ' | ' | ' |
Non-Vested at the beginning of the period (in shares) | 471,369 | ' | ' |
Granted (in shares) | 461,821 | ' | ' |
Vested (in shares) | -325,763 | ' | ' |
Forfeited (in shares) | -34,385 | ' | ' |
Non-Vested at the end of the period (in shares) | 573,042 | ' | ' |
Weighted-Average Grant-Date Fair Value | ' | ' | ' |
Balance at the beginning of the period (in dollars per share) | $36.22 | ' | ' |
Granted (in dollars per share) | $33.30 | ' | ' |
Vested (in dollars per share) | $38.19 | ' | ' |
Forfeited (in dollars per share) | $32.85 | ' | ' |
Balance at the end of the period (in dollars per share) | $32.95 | ' | ' |
Shares relinquished for tax withholding | 110,740 | ' | ' |
Additional information | ' | ' | ' |
Weighted average grant date fair value (in dollars per share) | $33.30 | ' | ' |
DSUs | Time-Based | Awards granted prior to April 3, 2013 | ' | ' | ' |
Shares | ' | ' | ' |
Non-Vested at the end of the period (in shares) | 141,662 | ' | ' |
DSUs | Performance-Based | ' | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Vesting period | '3 years | ' | ' |
Shares | ' | ' | ' |
Granted (in shares) | 97,668 | ' | ' |
Forfeited (in shares) | -15,110 | ' | ' |
Non-Vested at the end of the period (in shares) | 82,558 | ' | ' |
Weighted-Average Grant-Date Fair Value | ' | ' | ' |
Granted (in dollars per share) | $33.09 | ' | ' |
Forfeited (in dollars per share) | $33.09 | ' | ' |
Balance at the end of the period (in dollars per share) | $33.09 | ' | ' |
Additional information | ' | ' | ' |
Weighted average grant date fair value (in dollars per share) | $33.09 | ' | ' |
Number of shares of common stock received for each performance share | 1 | ' | ' |
Vesting percentage of awards in tranches | 33.00% | ' | ' |
Restricted Stock | ' | ' | ' |
Shares | ' | ' | ' |
Non-Vested at the beginning of the period (in shares) | 99,847 | ' | ' |
Granted (in shares) | 23,577 | 22,407 | 119,081 |
Vested (in shares) | -42,505 | ' | ' |
Non-Vested at the end of the period (in shares) | 80,919 | 99,847 | ' |
Weighted-Average Grant-Date Fair Value | ' | ' | ' |
Balance at the beginning of the period (in dollars per share) | $28.55 | ' | ' |
Granted (in dollars per share) | $40.29 | $31.23 | $28.45 |
Vested (in dollars per share) | $29.70 | ' | ' |
Balance at the end of the period (in dollars per share) | $31.36 | $28.55 | ' |
Additional information | ' | ' | ' |
Weighted average grant date fair value (in dollars per share) | $40.29 | $31.23 | $28.45 |
Fair value of shares vested | 1.3 | 1.2 | 1.3 |
Intrinsic value of nonvested shares | $3.90 | ' | ' |
Stock Options | ' | ' | ' |
Unrecognized compensation cost | ' | ' | ' |
Compensation recognition period | '1 year 10 months 24 days | ' | ' |
Stock Options | Minimum | ' | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Vesting period | '1 year | ' | ' |
Stock Options | Maximum | ' | ' | ' |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' | ' |
Vesting period | '10 years | ' | ' |
EQUITY_AND_SHAREBASED_COMPENSA4
EQUITY AND SHARE-BASED COMPENSATION PLANS (Details 3) (Stock Options, USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Stock Options | ' | ' | ' |
Shares | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | 1,024,768 | ' | ' |
Granted (in shares) | 19,080 | ' | ' |
Exercised (in shares) | -372,841 | ' | ' |
Forfeited (in shares) | -25,012 | ' | ' |
Expired (in shares) | -5 | ' | ' |
Outstanding at the end of the period (in shares) | 645,990 | 1,024,768 | ' |
Vested or expected to vest at end of the period (in shares) | 640,815 | ' | ' |
Exercisable at the end of the period (in shares) | 346,843 | ' | ' |
Weighted-Average Exercise Price | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | $25.54 | ' | ' |
Granted (in dollars per share) | $33.09 | ' | ' |
Exercised (in dollars per share) | $20.67 | ' | ' |
Forfeited (in dollars per share) | $19.58 | ' | ' |
Expired (in dollars per share) | $7.97 | ' | ' |
Outstanding at the end of the period (in dollars per share) | $28.80 | $25.54 | ' |
Vested or expected to vest at end of the period (in dollars per share) | $28.82 | ' | ' |
Exercisable at the end of the period (in dollars per share) | $28.92 | ' | ' |
Additional disclosures | ' | ' | ' |
Weighted- Average Remaining Contractual Term | '5 years 2 months 12 days | ' | ' |
Weighted-Average Remaining Contractual Term, Vested or expected to vest | '5 years 2 months 12 days | ' | ' |
Weighted-Average Remaining Contractual Term, Exercisable | '4 years 9 months 18 days | ' | ' |
Aggregate Intrinsic Value | $12,427,000 | ' | ' |
Aggregate Intrinsic Value, Vested or expected to vest | 12,314,000 | ' | ' |
Aggregate Intrinsic Value, Exercisable | 6,631,000 | ' | ' |
Weighted-average grant date fair value of stock options granted (in dollars per share) | $13.10 | $17.21 | $11.65 |
Assumptions used to value stock options | ' | ' | ' |
Risk-free interest rate (as a percent) | 0.76% | 1.09% | 2.16% |
Expected lives | '5 years | '5 years | '5 years |
Dividend yield (as a percent) | 2.20% | 2.07% | 1.70% |
Expected volatility (as a percent) | 55.00% | 58.67% | 53.67% |
Intrinsic value of option exercised | 7,800,000 | 6,400,000 | 5,600,000 |
Unrecognized compensation cost | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock options | $2,500,000 | ' | ' |
Compensation recognition period | '1 year 10 months 24 days | ' | ' |
RETIREMENT_AND_STOCK_PURCHASE_1
RETIREMENT AND STOCK PURCHASE PLANS (Details) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
RETIREMENT AND STOCK PURCHASE PLANS | ' | ' | ' |
Charge to operations for the 401(k) matching contributions | $1 | $1 | $0.90 |
Employee Stock Discount Plan | ' | ' | ' |
Share-based compensation expense | 17.1 | 16.5 | 13.8 |
Employee Stock Discount Plan (ESDP) | ' | ' | ' |
Employee Stock Discount Plan | ' | ' | ' |
Maximum number of common stock shares available for purchase in the plan | 2,137,500 | ' | ' |
Purchase price percentage of fair market value | 85.00% | ' | ' |
Maximum shares allowable to purchase in each quarter by participants | 125 | ' | ' |
Number of shares purchased | 108,110 | 104,654 | 103,964 |
Weighted-average share price of shares purchased (in dollars per share) | $28.06 | $25.18 | $22.53 |
Share-based compensation expense | $0.80 | $0.70 | $0.70 |
Number of shares reserved for future issuance | 740,338 | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
Aug. 03, 2013 | Feb. 01, 2014 | Feb. 02, 2013 | |
Changes in the net carrying amount of goodwill | ' | ' | ' |
Balance at the beginning of the year | ' | $87,835,000 | $87,782,000 |
Goodwill of acquired business | ' | 49,338,000 | ' |
Impairment charge | -9,500,000 | -9,501,000 | ' |
Translation adjustment | ' | -1,669,000 | 53,000 |
Balance at the end of the year | ' | 126,003,000 | 87,835,000 |
Accumulated goodwill impairment | ' | 9,500,000 | ' |
K&G | ' | ' | ' |
Changes in the net carrying amount of goodwill | ' | ' | ' |
Impairment charge | -9,500,000 | ' | ' |
Retail | ' | ' | ' |
Changes in the net carrying amount of goodwill | ' | ' | ' |
Balance at the beginning of the year | ' | 59,995,000 | 59,900,000 |
Goodwill of acquired business | ' | 49,338,000 | ' |
Impairment charge | ' | -9,501,000 | ' |
Translation adjustment | ' | -2,913,000 | 95,000 |
Balance at the end of the year | ' | 96,919,000 | 59,995,000 |
Corporate Apparel Segment | ' | ' | ' |
Changes in the net carrying amount of goodwill | ' | ' | ' |
Balance at the beginning of the year | ' | 27,840,000 | 27,882,000 |
Translation adjustment | ' | 1,244,000 | -42,000 |
Balance at the end of the year | ' | $29,084,000 | $27,840,000 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Carrying amount: | ' | ' | ' |
Total carrying amount | $45,614 | $46,600 | ' |
Accumulated amortization: | ' | ' | ' |
Total accumulated amortization | -18,902 | -15,414 | ' |
Total amortizable intangible assets, net | 26,712 | 31,186 | ' |
Indefinite-lived intangible assets: | ' | ' | ' |
Trademarks and tradename | 31,315 | 1,256 | ' |
Total intangible assets, net | 58,027 | 32,442 | ' |
Retail segment impairment charge | 2,216 | 482 | 2,042 |
Trademarks, tradenames, and other intangibles | ' | ' | ' |
Carrying amount: | ' | ' | ' |
Total carrying amount | 12,012 | 14,502 | ' |
Accumulated amortization: | ' | ' | ' |
Total accumulated amortization | -9,007 | -8,663 | ' |
Customer relationships | ' | ' | ' |
Carrying amount: | ' | ' | ' |
Total carrying amount | 33,602 | 32,098 | ' |
Accumulated amortization: | ' | ' | ' |
Total accumulated amortization | -9,895 | -6,751 | ' |
Tradename | ' | ' | ' |
Indefinite-lived intangible assets: | ' | ' | ' |
Retail segment impairment charge | 1,800 | ' | ' |
Impaired trade name | Retail Segment | ' | ' | ' |
Indefinite-lived intangible assets: | ' | ' | ' |
Total intangible assets, net | $0 | ' | ' |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Details 3) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Goodwill and Intangible Assets | ' | ' | ' |
Pre-tax amortization expense associated with intangible assets | $3.80 | $3.30 | $3.40 |
Pre-tax amortization expense associated with intangible assets, 2014 | 3 | ' | ' |
Pre-tax amortization expense associated with intangible assets, 2015 | 2.9 | ' | ' |
Pre-tax amortization expense associated with intangible assets, 2016 | 2.9 | ' | ' |
Pre-tax amortization expense associated with intangible assets, 2017 | 2.9 | ' | ' |
Pre-tax amortization expense associated with intangible assets, 2018 | $2.80 | ' | ' |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 03, 2013 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Long-lived assets held-for use | ' | ' | ' | ' |
Realized loss | ' | ($2,216) | ($482) | ($2,042) |
Non-cash pre-tax goodwill impairment charge | 9,500 | 9,501 | ' | ' |
K&G brand | ' | ' | ' | ' |
Long-lived assets held-for use | ' | ' | ' | ' |
Non-cash pre-tax goodwill impairment charge | 9,500 | ' | ' | ' |
Recurring | ' | ' | ' | ' |
Fair value measurements | ' | ' | ' | ' |
Assets transfers Level 1 to Level 2 | ' | 0 | 0 | ' |
Assets transfers Level 2 to Level 1 | ' | 0 | 0 | ' |
Liabilities transfers Level 1 to Level 2 | ' | 0 | 0 | ' |
Liabilities transfers Level 2 to Level 1 | ' | 0 | 0 | ' |
Assets: | ' | ' | ' | ' |
Cash equivalents | ' | ' | 20,054 | ' |
Derivative financial instruments | ' | ' | 215 | ' |
Liabilities: | ' | ' | ' | ' |
Derivative financial instruments | ' | 1,137 | 17 | ' |
Recurring | Quoted Prices in Active Markets for Identical Instruments (Level 1) | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' |
Cash equivalents | ' | ' | 20,054 | ' |
Recurring | Significant Other Observable Inputs (Level 2) | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' |
Derivative financial instruments | ' | ' | 215 | ' |
Liabilities: | ' | ' | ' | ' |
Derivative financial instruments | ' | 1,137 | 17 | ' |
Non-Recurring | ' | ' | ' | ' |
Long-lived assets held-for use | ' | ' | ' | ' |
Carrying amount | ' | 2,234 | 695 | ' |
Realized loss | ' | -2,216 | -482 | ' |
Fair value measurement | ' | $18 | $213 | ' |
DERIVATIVE_FINANCIAL_INSTRUMEN2
DERIVATIVE FINANCIAL INSTRUMENTS (Details) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
Foreign Exchange Forward | Not Designated as Hedging Instrument | Other current assets | ' | ' |
Fair Value of Derivative Financial Instruments | ' | ' |
Asset Derivatives | ' | $215 |
Foreign Exchange Forward | Not Designated as Hedging Instrument | Accrued expenses and other current liabilities | ' | ' |
Fair Value of Derivative Financial Instruments | ' | ' |
Liability Derivatives | 483 | 17 |
Interest rate swap | Designated as hedging instruments | Other noncurrent liabilities | ' | ' |
Fair Value of Derivative Financial Instruments | ' | ' |
Liability Derivatives | $654 | ' |
DERIVATIVE_FINANCIAL_INSTRUMEN3
DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Feb. 02, 2013 | Feb. 02, 2013 | Feb. 01, 2014 | Feb. 02, 2013 |
USD ($) | USD ($) | USD ($) | USD:Euros | CAD:USD | GBP:USD | GBP:USD | |
USD ($) | CAD | GBP (£) | GBP (£) | ||||
item | item | item | item | ||||
Derivative | ' | ' | ' | ' | ' | ' | ' |
Number of contracts maturing in varying increments | ' | ' | ' | 4 | 10 | 28 | 16 |
Notional amount maturing in varying increments | ' | ' | ' | $1.20 | 4.1 | £ 17.5 | £ 14 |
Pre-tax loss on derivatives within cost of sales | $0.30 | $0.50 | $0.70 | ' | ' | ' | ' |
DERIVATIVE_FINANCIAL_INSTRUMEN4
DERIVATIVE FINANCIAL INSTRUMENTS (Details 3) (USD $) | 12 Months Ended | 0 Months Ended | ||
In Millions, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Aug. 06, 2013 | Aug. 06, 2013 |
item | item | Term loan | Term loan | |
LIBOR | ||||
Derivative Financial Instruments | ' | ' | ' | ' |
Floating base rate | ' | ' | ' | 'monthly LIBOR |
Applicable margin (as a percent) | ' | ' | ' | 1.75% |
Effective interest rate (as a percent) | ' | ' | 3.02% | ' |
Hedge ineffectiveness | $0 | ' | ' | ' |
Effective portion of the loss expected to be reclassified from accumulated other comprehensive income into earnings over the next 12 months | $1 | ' | ' | ' |
Number of derivative financial instruments with credit-risk-related contingent features | 0 | 0 | ' | ' |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) | 12 Months Ended |
Feb. 01, 2014 | |
segment | |
SEGMENT REPORTING | ' |
Number of reportable segments | 2 |
Retail Segment | ' |
Segment reporting | ' |
Number of operating segments | 4 |
Corporate apparel segment | ' |
Segment reporting | ' |
Number of operating segments | 2 |
SEGMENT_REPORTING_Details_2
SEGMENT REPORTING (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | $560,552 | $648,890 | $647,255 | $616,536 | $608,428 | $630,974 | $662,302 | $586,574 | $2,473,233 | $2,488,278 | $2,382,684 |
Retail Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 2,226,422 | 2,248,849 | 2,139,193 |
Retail Segment | MW | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 1,606,218 | 1,581,122 | 1,471,711 |
Retail Segment | Moores | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 254,371 | 273,978 | 267,689 |
Retail Segment | K&G | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 336,222 | 365,945 | 375,105 |
Retail Segment | MW Cleaners | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 29,611 | 27,804 | 24,688 |
Corporate apparel segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 246,811 | 239,429 | 243,491 |
Corporate apparel segment | Twin Hill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 37,678 | 29,513 | 25,398 |
Corporate apparel segment | Dimensions and Alexandra (UK) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | $209,133 | $209,916 | $218,093 |
SEGMENT_REPORTING_Details_3
SEGMENT REPORTING (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | $560,552 | $648,890 | $647,255 | $616,536 | $608,428 | $630,974 | $662,302 | $586,574 | $2,473,233 | $2,488,278 | $2,382,684 |
Retail Segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total retail clothing product | ' | ' | ' | ' | ' | ' | ' | ' | 1,667,535 | 1,691,248 | 1,619,671 |
Tuxedo rental services | ' | ' | ' | ' | ' | ' | ' | ' | 411,864 | 406,454 | 376,857 |
Total alteration and other services | ' | ' | ' | ' | ' | ' | ' | ' | 147,023 | 151,147 | 142,665 |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 2,226,422 | 2,248,849 | 2,139,193 |
Retail Segment | Men's tailored clothing product | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total retail clothing product | ' | ' | ' | ' | ' | ' | ' | ' | 904,223 | 919,447 | 884,133 |
Retail Segment | Men's non-tailored clothing product | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total retail clothing product | ' | ' | ' | ' | ' | ' | ' | ' | 686,514 | 690,605 | 656,689 |
Retail Segment | Ladies clothing product | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total retail clothing product | ' | ' | ' | ' | ' | ' | ' | ' | 73,542 | 81,196 | 78,849 |
Retail Segment | Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total retail clothing product | ' | ' | ' | ' | ' | ' | ' | ' | 3,256 | ' | ' |
Retail Segment | Alteration services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total alteration and other services | ' | ' | ' | ' | ' | ' | ' | ' | 117,412 | 123,343 | 117,977 |
Retail Segment | Retail dry cleaning services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total alteration and other services | ' | ' | ' | ' | ' | ' | ' | ' | 29,611 | 27,804 | 24,688 |
Corporate apparel segment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales of supplemental products and services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | $246,811 | $239,429 | $243,491 |
SEGMENT_REPORTING_Details_4
SEGMENT REPORTING (Details 4) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes | ' | ' | ' |
Operating income | $129,628 | $198,568 | $185,432 |
Interest income | 385 | 648 | 424 |
Interest expense | -3,205 | -1,544 | -1,446 |
Earnings before income taxes | 126,808 | 197,672 | 184,410 |
Unallocated | ' | ' | ' |
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes | ' | ' | ' |
Interest income | 385 | 648 | 424 |
Interest expense | -3,205 | -1,544 | -1,446 |
Retail Segment | ' | ' | ' |
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes | ' | ' | ' |
Operating income | 120,247 | 194,679 | 189,995 |
Corporate apparel segment | ' | ' | ' |
Operating income (loss) by reportable segment and the reconciliation to earnings before income taxes | ' | ' | ' |
Operating income | $9,381 | $3,889 | ($4,563) |
SEGMENT_REPORTING_Details_5
SEGMENT REPORTING (Details 5) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Capital expenditures: | ' | ' | ' |
Capital expenditures | $108,200 | $121,433 | $91,820 |
Retail Segment | ' | ' | ' |
Capital expenditures: | ' | ' | ' |
Capital expenditures | 105,781 | 117,796 | 82,001 |
Corporate Apparel Segment | ' | ' | ' |
Capital expenditures: | ' | ' | ' |
Capital expenditures | $2,419 | $3,637 | $9,819 |
SEGMENT_REPORTING_Details_6
SEGMENT REPORTING (Details 6) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Depreciation and amortization expense: | ' | ' | ' |
Depreciation and amortization | $88,749 | $84,979 | $75,968 |
Retail Segment | ' | ' | ' |
Depreciation and amortization expense: | ' | ' | ' |
Depreciation and amortization | 82,084 | 77,680 | 69,644 |
Corporate Apparel Segment | ' | ' | ' |
Depreciation and amortization expense: | ' | ' | ' |
Depreciation and amortization | $6,665 | $7,299 | $6,324 |
SEGMENT_REPORTING_Details_7
SEGMENT REPORTING (Details 7) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
Segment assets | ' | ' |
Total assets | $1,555,230 | $1,496,347 |
Retail Segment | ' | ' |
Segment assets | ' | ' |
Total assets | 1,306,677 | 1,250,307 |
Corporate Apparel Segment | ' | ' |
Segment assets | ' | ' |
Total assets | $248,553 | $246,040 |
SEGMENT_REPORTING_Details_8
SEGMENT REPORTING (Details 8) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | $560,552 | $648,890 | $647,255 | $616,536 | $608,428 | $630,974 | $662,302 | $586,574 | $2,473,233 | $2,488,278 | $2,382,684 |
Long lived assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-lived assets | 550,978 | ' | ' | ' | 515,943 | ' | ' | ' | 550,978 | 515,943 | ' |
US | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 2,009,729 | 2,004,384 | 1,896,902 |
Long lived assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-lived assets | 490,665 | ' | ' | ' | 451,860 | ' | ' | ' | 490,665 | 451,860 | ' |
Canada | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 254,371 | 273,978 | 267,689 |
Long lived assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-lived assets | 47,082 | ' | ' | ' | 51,091 | ' | ' | ' | 47,082 | 51,091 | ' |
UK | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total net sales | ' | ' | ' | ' | ' | ' | ' | ' | 209,133 | 209,916 | 218,093 |
Long lived assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total long-lived assets | $13,231 | ' | ' | ' | $12,992 | ' | ' | ' | $13,231 | $12,992 | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
COMMITMENTS AND CONTINGENCIES | ' | ' | ' |
Rent expense for operating leases | $175,900,000 | $169,400,000 | $165,100,000 |
Contingent rentals | 200,000 | 600,000 | 600,000 |
Sublease rentals | 1,200,000 | 1,100,000 | 700,000 |
Minimum future rental payments under noncancelable operating leases | ' | ' | ' |
2014 | 177,071,000 | ' | ' |
2015 | 162,397,000 | ' | ' |
2016 | 138,251,000 | ' | ' |
2017 | 107,758,000 | ' | ' |
2018 | 82,082,000 | ' | ' |
Thereafter | 235,232,000 | ' | ' |
Total | 902,791,000 | ' | ' |
Minimum sublease rent income | $6,000,000 | ' | ' |
QUARTERLY_RESULTS_OF_OPERATION2
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Quarterly Financial Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | $560,552,000 | $648,890,000 | $647,255,000 | $616,536,000 | $608,428,000 | $630,974,000 | $662,302,000 | $586,574,000 | $2,473,233,000 | $2,488,278,000 | $2,382,684,000 |
Gross margin | 208,794,000 | 293,502,000 | 308,794,000 | 277,920,000 | 243,145,000 | 290,697,000 | 320,257,000 | 254,049,000 | 1,089,010,000 | 1,108,148,000 | 1,048,927,000 |
Net earnings (loss) attributable to common shareholders | -30,447,000 | 38,204,000 | 42,943,000 | 33,091,000 | -3,404,000 | 48,843,000 | 59,393,000 | 26,884,000 | 83,791,000 | 131,716,000 | 120,601,000 |
Net earnings (loss) per common share attributable to common shareholders: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | ($0.64) | $0.80 | $0.86 | $0.65 | ($0.07) | $0.95 | $1.16 | $0.52 | $1.71 | $2.56 | $2.32 |
Diluted (in dollars per share) | ($0.64) | $0.79 | $0.85 | $0.65 | ($0.07) | $0.95 | $1.15 | $0.52 | $1.70 | $2.55 | $2.30 |
Non-cash pre-tax goodwill impairment charge | ' | ' | 9,500,000 | ' | ' | ' | ' | ' | 9,501,000 | ' | ' |
Pre-tax expenses including acquisition and integration, separation and closure, and asset impairment charges | 19,000,000 | 9,700,000 | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Pre-tax gain related to the sale of an office building | ' | $2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Length of fiscal quarter | '91 days | '91 days | '91 days | '91 days | '98 days | '91 days | '91 days | '91 days | ' | ' | ' |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (Subsequent event, Jos. A. Bank, USD $) | 0 Months Ended |
Mar. 11, 2014 | |
Forecast | ' |
Subsequent event | ' |
Share price (in dollars per share) | $65 |
Total consideration | $1,800,000,000 |
Senior unsecured bridge loans | Forecast, if senior unsecured notes are not issued and sold by the acquisition date | ' |
Subsequent event | ' |
Aggregate principal amount | 600,000,000 |
Commitment Letter | Term loan | Forecast | ' |
Subsequent event | ' |
Aggregate principal amount | 1,100,000,000 |
Commitment Letter | Asset-based revolving facility | Forecast | ' |
Subsequent event | ' |
Aggregate principal amount | 500,000,000 |
Commitment Letter | Senior unsecured notes | Forecast | ' |
Subsequent event | ' |
Aggregate principal amount | $600,000,000 |