Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jan. 31, 2015 | Mar. 17, 2015 | Aug. 02, 2014 |
Document and Entity Information | |||
Entity Registrant Name | MENS WEARHOUSE INC | ||
Entity Central Index Key | 884217 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Jan-15 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -30 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $2,466.10 | ||
Entity Common Stock, Shares Outstanding | 48,135,587 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ||
Cash and cash equivalents | $62,261 | $59,252 |
Accounts receivable, net | 73,266 | 63,153 |
Inventories | 938,336 | 599,486 |
Other current assets | 175,574 | 93,206 |
Total current assets | 1,249,437 | 815,097 |
PROPERTY AND EQUIPMENT, AT COST: | ||
Land | 20,921 | 19,229 |
Buildings | 123,762 | 112,837 |
Leasehold improvements | 589,105 | 467,307 |
Furniture, fixtures and equipment | 575,983 | 491,948 |
Property and Equipment, gross | 1,309,771 | 1,091,321 |
Less accumulated depreciation and amortization | -743,697 | -683,159 |
Net property and equipment | 566,074 | 408,162 |
TUXEDO RENTAL PRODUCT, net | 132,672 | 142,816 |
GOODWILL | 887,936 | 126,003 |
INTANGIBLE ASSETS, net | 668,259 | 58,027 |
OTHER ASSETS | 42,380 | 5,125 |
TOTAL ASSETS | 3,546,758 | 1,555,230 |
CURRENT LIABILITIES: | ||
Accounts payable | 209,867 | 148,762 |
Accrued expenses and other current liabilities | 268,935 | 175,797 |
Income taxes payable | 1,609 | 730 |
Current maturities of long-term debt | 11,000 | 10,000 |
Total current liabilities | 491,411 | 335,289 |
LONG-TERM DEBT | 1,676,232 | 87,500 |
DEFERRED TAXES AND OTHER LIABILITIES | 409,326 | 109,292 |
Total liabilities | 2,576,969 | 532,081 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock, $.01 par value, 2,000,000 shares authorized, no shares issued | ||
Common stock, $.01 par value, 100,000,000 shares authorized, 48,265,902 and 47,701,829 shares issued | 482 | 476 |
Capital in excess of par | 440,907 | 412,043 |
Retained earnings | 537,263 | 572,712 |
Accumulated other comprehensive (loss) income | -5,671 | 27,311 |
Treasury stock, 129,095 and 137,900 shares at cost | -3,192 | -3,407 |
Total equity attributable to common shareholders | 969,789 | 1,009,135 |
Non-controlling interest | 14,014 | |
Total shareholders' equity | 969,789 | 1,023,149 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $3,546,758 | $1,555,230 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
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 | 48,265,902 | 47,701,829 |
Treasury stock, shares | 129,095 | 137,900 |
CONSOLIDATED_STATEMENTS_OF_LOS
CONSOLIDATED STATEMENTS OF (LOSS) EARNINGS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Net sales: | |||
Total net sales | $3,252,548 | $2,473,233 | $2,488,278 |
Cost of sales: | |||
Total cost of sales | 1,893,934 | 1,384,223 | 1,380,130 |
Gross margin: | |||
Total gross margin | 1,358,614 | 1,089,010 | 1,108,148 |
Advertising expense | 168,266 | 101,083 | 94,422 |
Selling, general and administrative expenses | 1,117,138 | 848,798 | 815,158 |
Goodwill impairment charge | 9,501 | ||
Operating (loss) income | 73,210 | 129,628 | 198,568 |
Interest income | 356 | 385 | 648 |
Interest expense | -66,032 | -3,205 | -1,544 |
Loss on extinguishment of debt | -2,158 | ||
Earnings (loss) before income taxes | 5,376 | 126,808 | 197,672 |
Provision for income taxes | 5,471 | 42,591 | 65,609 |
Net (loss) earnings including non-controlling interest | -95 | 84,217 | 132,063 |
Net earnings attributable to non-controlling interest | -292 | -426 | -347 |
Net (loss) earnings attributable to common shareholders | -387 | 83,791 | 131,716 |
Net (loss) earnings per common share attributable to common shareholders: | |||
Basic (in dollars per share) | ($0.01) | $1.71 | $2.56 |
Diluted (in dollars per share) | ($0.01) | $1.70 | $2.55 |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 47,899 | 48,849 | 50,793 |
Diluted (in shares) | 47,899 | 49,162 | 51,026 |
Retail Segment | |||
Net sales: | |||
Retail clothing product | 2,365,463 | 1,667,535 | 1,691,248 |
Tuxedo rental services | 442,866 | 411,864 | 406,454 |
Alteration and other services | 186,843 | 147,023 | 151,147 |
Total net sales | 2,995,172 | 2,226,422 | 2,248,849 |
Cost of sales: | |||
Retail clothing product | 1,098,550 | 741,957 | 756,048 |
Tuxedo rental services | 84,978 | 64,308 | 56,567 |
Alteration and other services | 134,227 | 113,729 | 113,846 |
Occupancy costs | 395,521 | 290,896 | 283,382 |
Total cost of sales | 1,713,276 | 1,210,890 | 1,209,843 |
Gross margin: | |||
Retail clothing product | 1,266,913 | 925,578 | 935,200 |
Tuxedo rental services | 357,888 | 347,556 | 349,887 |
Alteration and other services | 52,616 | 33,294 | 37,301 |
Occupancy costs | -395,521 | -290,896 | -283,382 |
Total gross margin | 1,281,896 | 1,015,532 | 1,039,006 |
Goodwill impairment charge | 9,501 | ||
Operating (loss) income | 63,281 | 120,247 | 194,679 |
Corporate Apparel Segment | |||
Net sales: | |||
Total net sales | 257,376 | 246,811 | 239,429 |
Cost of sales: | |||
Total cost of sales | 180,658 | 173,333 | 170,287 |
Gross margin: | |||
Total gross margin | 76,718 | 73,478 | 69,142 |
Operating (loss) income | $9,929 | $9,381 | $3,889 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | |||
Net (loss) earnings including non-controlling interest | ($95) | $84,217 | $132,063 |
Currency translation adjustments | -31,942 | -8,606 | -23 |
Unrealized loss on cash flow hedge, net of tax | -1,266 | -399 | |
Adjustment to minimum pension liability, net of tax | 226 | ||
Comprehensive (loss) income including non-controlling interest | -33,077 | 75,212 | 132,040 |
Comprehensive income attributable to non-controlling interest: | |||
Net earnings | -292 | -426 | -347 |
Currency translation adjustments | -608 | 26 | |
Amounts attributable to non-controlling interest | -292 | -1,034 | -321 |
Comprehensive (loss) income attributable to common shareholders | ($33,369) | $74,178 | $131,719 |
CONSOLIDATED_STATEMENTS_OF_SHA
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (USD $) | Total Equity Attributable to Common Shareholders | Common Stock | Capital in Excess of Par | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Treasury Stock, at Cost | Non-controlling Interest | Total |
In Thousands, unless otherwise specified | ||||||||
BALANCES at Jan. 28, 2012 | $1,019,160 | $718 | $362,735 | $1,095,535 | $36,921 | ($476,749) | $12,659 | $1,031,819 |
Increase (Decrease) in Shareholders' Equity | ||||||||
Net earnings | 131,716 | 131,716 | 347 | 132,063 | ||||
Other comprehensive income (loss) | 3 | 3 | -26 | -23 | ||||
Cash dividends - $0.72 per share | -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 - 722,659, 719,551 and 569,522 shares for 2012, 2013 and 2014, respectively | 8,457 | 7 | 8,450 | 8,457 | ||||
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, 11,761 and 8,805 shares for 2012, 2013 and 2014, respectively | 177 | 26 | 151 | 177 | ||||
Repurchases of common stock - 1,128,525, 4,147,983 and 5,349 shares for 2012, 2013 and 2014, respectively | -41,296 | -41,296 | -41,296 | |||||
BALANCES at Feb. 02, 2013 | 1,096,255 | 725 | 386,254 | 1,190,246 | 36,924 | -517,894 | 12,980 | 1,109,235 |
Increase (Decrease) in Shareholders' Equity | ||||||||
Net earnings | 83,791 | 83,791 | 426 | 84,217 | ||||
Other comprehensive income (loss) | -9,613 | -9,613 | 608 | -9,005 | ||||
Cash dividends - $0.72 per share | -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 - 722,659, 719,551 and 569,522 shares for 2012, 2013 and 2014, respectively | 10,739 | 7 | 10,732 | 10,739 | ||||
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, 11,761 and 8,805 shares for 2012, 2013 and 2014, respectively | 425 | 138 | 287 | 425 | ||||
Repurchases of common stock - 1,128,525, 4,147,983 and 5,349 shares for 2012, 2013 and 2014, respectively | -152,129 | -27 | -99,973 | -52,129 | -152,129 | |||
Retirement of treasury stock - 0, 22,915,087, and 100 shares for 2012, 2013 and 2014, respectively | -229 | -566,100 | 566,329 | |||||
BALANCES at Feb. 01, 2014 | 1,009,135 | 476 | 412,043 | 572,712 | 27,311 | -3,407 | 14,014 | 1,023,149 |
Increase (Decrease) in Shareholders' Equity | ||||||||
Net earnings | -387 | -387 | 292 | -95 | ||||
Other comprehensive income (loss) | -32,982 | -32,982 | -32,982 | |||||
Purchase of non-controlling interest | 7,249 | 7,249 | -14,306 | -7,057 | ||||
Cash dividends - $0.72 per share | -34,809 | -34,809 | -34,809 | |||||
Share-based compensation | 16,513 | 16,513 | 16,513 | |||||
Common stock issued under share-based award plans and to stock discount plan - 722,659, 719,551 and 569,522 shares for 2012, 2013 and 2014, respectively | 8,082 | 6 | 8,076 | 8,082 | ||||
Tax payments related to vested deferred stock units | -6,940 | -6,940 | -6,940 | |||||
Tax benefit related to share-based plans | 3,736 | 3,736 | 3,736 | |||||
Treasury stock reissued - 6,295, 11,761 and 8,805 shares for 2012, 2013 and 2014, respectively | 443 | 230 | 213 | 443 | ||||
Repurchases of common stock - 1,128,525, 4,147,983 and 5,349 shares for 2012, 2013 and 2014, respectively | -251 | -251 | -251 | |||||
Retirement of treasury stock - 0, 22,915,087, and 100 shares for 2012, 2013 and 2014, respectively | -2 | 2 | ||||||
BALANCES at Jan. 31, 2015 | $969,789 | $482 | $440,907 | $537,263 | ($5,671) | ($3,192) | $969,789 |
CONSOLIDATED_STATEMENTS_OF_SHA1
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | |||
Cash dividends declared per common share (in dollars per share) | $0.72 | $0.72 | $0.72 |
Common stock issued under share-based award plans and to stock discount plan (in shares) | 569,522 | 719,551 | 722,659 |
Treasury stock reissued (in shares) | 8,805 | 11,761 | 6,295 |
Repurchases of common stock (in shares) | 5,349 | 4,147,983 | 1,128,525 |
Retirement of treasury stock (in shares) | 100 | 22,915,087 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net (loss) earnings including non-controlling interest | ($95,000) | $84,217,000 | $132,063,000 |
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 112,659,000 | 88,749,000 | 84,979,000 |
Tuxedo rental product amortization | 34,424,000 | 32,266,000 | 28,315,000 |
Amortization of deferred financing costs | 4,903,000 | 523,000 | 372,000 |
Amortization of discount on long-term debt | 982,000 | ||
Loss on extinguishment of debt | 2,158,000 | ||
Loss on disposition of assets | 12,328,000 | 158,000 | 1,958,000 |
Goodwill impairment charge | 9,501,000 | ||
Asset impairment charges | 302,000 | 2,216,000 | 482,000 |
Share-based compensation | 16,513,000 | 17,120,000 | 16,515,000 |
Excess tax benefits from share-based plans | -3,766,000 | -2,145,000 | -2,997,000 |
Deferred tax (benefit) provision | -13,107,000 | 2,272,000 | 5,180,000 |
Deferred rent expense and other | 4,233,000 | 2,884,000 | 1,030,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -6,151,000 | 14,517,000 | -6,447,000 |
Inventories | -26,586,000 | -39,342,000 | 16,026,000 |
Tuxedo rental product | -37,185,000 | -50,577,000 | -55,281,000 |
Other assets | -19,250,000 | -6,339,000 | -11,461,000 |
Accounts payable, accrued expenses and other current liabilities | 3,831,000 | 34,514,000 | 9,103,000 |
Income taxes payable | 6,135,000 | -2,713,000 | 5,172,000 |
Other liabilities | 2,436,000 | 1,109,000 | 721,000 |
Net cash provided by operating activities | 94,764,000 | 188,930,000 | 225,730,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -96,420,000 | -108,200,000 | -121,433,000 |
Acquisition of businesses, net of cash | -1,491,393,000 | -94,906,000 | |
Proceeds from sales of property and equipment | 160,000 | 4,127,000 | 33,000 |
Investment in trademarks, tradenames and other assets | -2,075,000 | ||
Net cash (used in) provided by investing activities | -1,587,653,000 | -198,979,000 | -123,475,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from new term loan | 1,089,000,000 | ||
Payments on new term loan | -2,750,000 | ||
Proceeds from asset-based revolving credit facility | 348,000,000 | ||
Payments on asset-based revolving credit facility | -348,000,000 | ||
Proceeds from issuance of senior notes | 600,000,000 | ||
Deferred financing costs | -51,080,000 | -1,776,000 | |
Proceeds from previous term loan | 100,000,000 | ||
Payments on previous term loan | -97,500,000 | -2,500,000 | |
Cash dividends paid | -34,785,000 | -35,549,000 | -37,084,000 |
Purchase of non-controlling interest | -6,651,000 | ||
Proceeds from issuance of common stock | 8,082,000 | 10,739,000 | 8,457,000 |
Tax payments related to vested deferred stock units | -6,940,000 | -3,865,000 | -4,421,000 |
Excess tax benefits from share-based plans | 3,766,000 | 2,145,000 | 2,997,000 |
Repurchases of common stock | -251,000 | -152,129,000 | -41,296,000 |
Net cash provided by (used in) financing activities | 1,500,891,000 | -82,935,000 | -71,347,000 |
Effect of exchange rate changes | -4,993,000 | -3,827,000 | -151,000 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,009,000 | -96,811,000 | 30,757,000 |
Balance at beginning of period | 59,252,000 | 156,063,000 | 125,306,000 |
Balance at end of period | 62,261,000 | 59,252,000 | 156,063,000 |
Cash paid for: | |||
Interest | 44,765,000 | 2,338,000 | 1,154,000 |
Income Taxes Paid, Net | 33,815,000 | 52,591,000 | 60,437,000 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Increase in capital in excess of par due to purchase of non-controlling interest (Note 10) | 7,249,000 | ||
Cash dividends declared | 8,987,000 | 8,963,000 | 9,260,000 |
Unpaid capital expenditure purchases | |||
Unpaid capital expenditure purchases | $15,000,000 | $10,000,000 | $14,000,000 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 31, 2015 | |
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, business casual, 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, Jos. A. Bank Clothiers ("Jos. A. Bank"), Moores Clothing for Men ("Moores"), K&G and the internet at www.menswearhouse.com, www.josbank.com and www.josephabboud.com. Our stores are located throughout the United States ("U.S."), Puerto Rico 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 U.S. and through our Dimensions, Alexandra and Yaffy brands in the United Kingdom ("UK"). We offer our corporate apparel clothing products through multiple channels including managed corporate accounts, catalogs and the internet at www.dimensions.co.uk and www.alexandra.co.uk. In addition, we conduct retail dry cleaning, laundry and heirlooming operations through MW Cleaners in Texas. 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 16 for further segment information. | |
On June 18, 2014, we acquired Jos. A. Bank, a men's specialty apparel retailer, for total cash consideration of approximately $1.8 billion. Based on the manner in which we manage, evaluate and internally report our operations, we determined that Jos. A. Bank is an operating segment that meets the criteria for aggregation into our retail reportable segment. 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. See Notes 2 and 16 for additional details on these acquisitions 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 January 31, 2015 ("fiscal 2014"), February 1, 2014 ("fiscal 2013") and February 2, 2013 ("fiscal 2012"). 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, which consist primarily of receivables from our corporate apparel segment customers. Collectability is reviewed regularly recorded net of an allowance for uncollectible accounts, which is adjusted as necessary. | |
Inventories—Inventories 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 $102.8 million, $84.9 million and $81.7 million for fiscal 2014, 2013 and 2012, 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 four year period. We make assumptions, based primarily on historical experience, as to the number of times each unit can be rented. Amortization expense was $34.4 million, $32.3 million and $28.3 million for fiscal 2014, 2013 and 2012, 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. | |
Pre-tax non-cash asset impairment charges, which were all related to the retail segment, totaled $0.3 million, $2.2 million and $0.5 million in fiscal 2014, 2013 and 2012, respectively, and are recorded within selling, general and administrative ("SG&A") expenses in our consolidated statement of (loss) earnings. 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. | |
Goodwill and Other Indefinite-Lived Intangible Assets—Goodwill and other indefinite-lived intangible assets are initially recorded at their fair values. 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. | |
Goodwill, which totaled $887.9 million at January 31, 2015, 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 16. 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. As of January 31, 2015, our impairment evaluation of goodwill determined that none of our goodwill was impaired. | |
Indefinite-lived intangible assets are not subject to amortization but are reviewed at least annually for impairment. The indefinite-lived intangible asset impairment evaluation is performed by comparing the fair value of the indefinite-lived intangible assets to their carrying values. We estimate the fair value of these intangible assets based on an income approach using the relief-from-royalty method. This approach is dependent upon a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. As of January 31, 2015, our impairment evaluation of indefinite-lived intangible assets did not result in an impairment charge. | |
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 (loss) 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 15 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 $11.2 million and $11.3 million as of fiscal 2014 and 2013, 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 if the future realization of those tax benefits is not more likely than not. | |
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. Revenues from tuxedo rental, alteration and other services are recognized upon completion of the services. Franchise revenue is recognized when earned under the franchise agreements and are based on a percentage of sales generated by franchise stores. | |
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 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. 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 SG&A expenses in our consolidated statement of (loss) earnings. Pre-tax breakage income of $2.3 million, $1.3 million and $1.5 million was recognized during fiscal 2014, 2013 and 2012, 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 sales. 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 $6.9 million and $6.3 million as of fiscal 2014 and 2013, respectively. | |
Shipping and Handling Costs—All shipping and handling costs for product sold are recognized as cost of sales. | |
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, which normally includes a construction period and, for stores, is approximately 60 days prior to the date rent payments begin. | |
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. | |
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 deferred stock units or performance units, (collectively, "DSUs") and restricted stock is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. 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 2014, 2013 and 2012 was $16.5 million, $17.1 million and $16.5 million, respectively. Total income tax benefit recognized in net (loss) earnings for share-based compensation arrangements was $6.4 million, $6.6 million and $6.4 million for fiscal 2014, 2013 and 2012, respectively. Refer to Note 11 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 (Loss) Income—Comprehensive (loss) 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 (loss) income in a separate statement in the accompanying financial statements. | |
Non-controlling Interest—Historically, non-controlling interest in our consolidated balance sheets represented the proportionate share of equity attributable to the minority shareholders of our consolidated UK subsidiaries and was adjusted each period to reflect the allocation of comprehensive income to or the absorption of comprehensive losses by the non-controlling interest. In fiscal 2014, we purchased the remaining 14% interest in our UK operations. Refer to Note 10 for additional information. | |
Earnings per share—We calculate (loss) 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 (loss) 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 10 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, except as listed below. | |
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The new guidance is effective for annual and interim periods beginning after December 15, 2016 with no early adoption permitted. We are currently evaluating the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. | |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
ACQUISITIONS | |||||||||||
ACQUISITIONS | |||||||||||
2. ACQUISITIONS | |||||||||||
Jos. A. Bank | |||||||||||
On June 18, 2014, we acquired 100% of the outstanding common stock of Jos. A. Bank, a men's specialty apparel retailer, for $65.00 per share in cash, or total consideration of approximately $1.8 billion. We believe that Jos. A. Bank's business model in conjunction with our business model will create the opportunity for meaningful synergies. The acquisition was funded primarily by a $1.1 billion term loan facility, the issuance of $600.0 million in senior unsecured notes and borrowings under an asset-based credit facility (see Note 4). | |||||||||||
We incurred acquisition and integration costs related to Jos. A. Bank totaling $95.0 million for fiscal 2014, of which $10.6 million is included in cost of sales and the remainder is included in SG&A expenses in the consolidated statement of (loss) earnings. In addition, we recorded a loss on extinguishment of debt totaling $2.2 million, which is included as a separate line in the consolidated statement of (loss) earnings for fiscal 2014. Lastly, we incurred deferred financing costs of $51.1 million, which will be amortized over the contractual term of each financing arrangement, as discussed in Note 4. | |||||||||||
The following table summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the Jos. A. Bank acquisition as of June 18, 2014 and measurement period adjustments since the date of acquisition (amounts in millions): | |||||||||||
Preliminary | Measurement | Adjusted | |||||||||
valuation at | period | Preliminary | |||||||||
August 2, 2014 | adjustments | valuation at | |||||||||
January 31, 2015 | |||||||||||
Cash | $ | 328.9 | $ | — | $ | 328.9 | |||||
Accounts receivable (mainly credit card receivables) | 7.1 | 1.2 | 8.3 | ||||||||
Inventories | 379.3 | (51.1 | ) | 328.2 | |||||||
Other current assets | 29.3 | 36.6 | 65.9 | ||||||||
Property and equipment | 174.8 | (6.0 | ) | 168.8 | |||||||
Goodwill | 744.7 | 19.5 | 764.2 | ||||||||
Intangible assets | 621.2 | 1 | 622.2 | ||||||||
Accounts payable, accrued expenses and other current liabilities | (177.0 | ) | 16 | (161.0 | ) | ||||||
Other liabilities (mainly deferred income taxes) | (288.0 | ) | (17.2 | ) | (305.2 | ) | |||||
| | | | | | | | | | | |
Total purchase price | 1,820.30 | — | 1,820.30 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Less: Cash acquired | (328.9 | ) | (328.9 | ) | |||||||
| | | | | | | | | | | |
Total purchase price, net of cash acquired | $ | 1,491.40 | $ | 1,491.40 | |||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The current estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, that may result in further adjustments to the adjusted preliminary values presented above, when management's appraisals and estimates are finalized. | |||||||||||
Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable to growth opportunities and expected synergies. All of the goodwill has been assigned to our retail reporting segment and is non-deductible for tax purposes. | |||||||||||
Intangible assets consist of four separately identified assets. First, we identified the Jos. A. Bank tradename as an indefinite-lived intangible asset with a fair value of $539.1 million. The Jos. A. Bank tradename is not subject to amortization but will be evaluated at least annually for impairment. Second, we identified a customer relationship intangible asset with a fair value of $54.0 million which we are amortizing on a straight line basis over a useful life of seven years. Third, we recognized an intangible asset of $24.4 million for favorable Jos. A. Bank leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms, including assumed renewals, resulting in a weighted-average amortization period of 11.5 years. Lastly, we recognized an intangible asset related to the Jos. A. Bank franchise store agreements of $4.7 million which we expect to amortize over 25 years. | |||||||||||
The results of operations of Jos. A. Bank are included in our results of operations from the acquisition date. From June 18, 2014 through January 31, 2015, Jos. A. Bank generated net sales of $684.0 million and net earnings of $3.5 million, including $14.6 million of pre-tax integration costs, primarily contract termination and severance related, and $38.9 million of pre-tax purchase accounting adjustments, primarily consisting of the step up of inventory recognized as additional cost of sales and amortization of intangible assets. | |||||||||||
The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Jos. A. Bank had occurred on February 3, 2013 (in thousands, except per share data): | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | ||||||||||
Total net sales | $ | 3,596,820 | $ | 3,505,399 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Net earnings attributable to common shareholders | $ | 50,439 | $ | 66,978 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Net earnings per common share attributable to common shareholders: | |||||||||||
Basic | $ | 1.05 | $ | 1.36 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Diluted | $ | 1.04 | $ | 1.36 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The pro forma financial information presented above has been prepared by combining our historical results and the historical results of Jos. A. Bank and further reflects the effect of purchase accounting adjustments and the elimination of transaction costs, among other items. This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Jos. A. Bank acquisition occurred on the date indicated above or that may result in the future and does not reflect potential synergies. | |||||||||||
Material non-recurring adjustments included in the pro forma financial information above consists of the step up of Jos. A. Bank inventory to its fair value and integration costs. For fiscal 2014 and 2013, $34.5 million and $33.9 million of these adjustments are included in the calculation of net earnings, respectively. | |||||||||||
JA Holding | |||||||||||
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 $94.9 million in cash consideration. The cash paid at closing was funded by $100.0 million borrowed under the term loan provision of our previous credit agreement (see Note 4). Acquisition and integration costs of $3.7 million and $6.7 million during fiscal 2014 and 2013, respectively, are included in the consolidated statements of (loss) 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 | 53.9 | ||||||||||
Tradename | 30 | ||||||||||
Accounts payable, accrued expenses and other current liabilities | (7.2 | ) | |||||||||
Other liabilities | (11.5 | ) | |||||||||
| | | | | |||||||
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 were included in the consolidated statements of (loss) 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. | |||||||||||
LOSS_EARNINGS_PER_SHARE
(LOSS) EARNINGS PER SHARE | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
(LOSS) EARNINGS PER SHARE | |||||||||||
(LOSS) EARNINGS PER SHARE | |||||||||||
3. (LOSS) EARNINGS PER SHARE | |||||||||||
Basic (loss) earnings per common share attributable to common shareholders is determined using the two-class method and is computed by dividing net (loss) earnings attributable to common shareholders by the weighted-average common shares outstanding during the period. Diluted (loss) 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 (loss) earnings per common share attributable to common shareholders (in thousands, except per share amounts). Basic and diluted (loss) earnings per common share attributable to common shareholders are computed using the actual net (loss) earnings available to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our consolidated statement of (loss) earnings and the accompanying notes. As a result, it may not be possible to recalculate (loss) earnings per common share attributable to common shareholders in our consolidated (loss) statement of earnings and the accompanying notes. | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Numerator | |||||||||||
Total net (loss) earnings attributable to common shareholders | $ | (387 | ) | $ | 83,791 | $ | 131,716 | ||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) | — | (442 | ) | (1,559 | ) | ||||||
| | | | | | | | | | | |
Net (loss) earnings attributable to common shareholders | $ | (387 | ) | $ | 83,349 | $ | 130,157 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Denominator | |||||||||||
Basic weighted-average common shares outstanding | 47,899 | 48,849 | 50,793 | ||||||||
Dilutive effect of share-based awards | — | 313 | 233 | ||||||||
| | | | | | | | | | | |
Diluted weighted-average common shares outstanding | 47,899 | 49,162 | 51,026 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net (loss) earnings per common share attributable to common shareholders: | |||||||||||
Basic | $ | (0.01 | ) | $ | 1.71 | $ | 2.56 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Diluted | $ | (0.01 | ) | $ | 1.7 | $ | 2.55 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
For fiscal 2014, 2013, and 2012, 0.2, 0.2 and 0.3 million anti-dilutive shares of common stock were excluded from the calculation of diluted (loss) earnings per common share attributable to common shareholders, respectively. | |||||||||||
DEBT
DEBT | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
DEBT | ||||||||
DEBT | ||||||||
4. DEBT | ||||||||
On June 18, 2014, we entered into a term loan credit agreement that provides for a senior secured term loan in the aggregate principal amount of $1.1 billion (the "Term Loan") and a $500.0 million asset-based revolving credit agreement (the "ABL Facility", and together with the Term Loan, the "Credit Facilities") with certain of our U.S. subsidiaries and Moores the Suit People Inc., one of our Canadian subsidiaries, as co-borrowers. Proceeds from the Term Loan were reduced by an $11.0 million original issue discount, which is presented as a reduction of the outstanding balance on the Term Loan on the balance sheet and will be amortized to interest expense over the contractual life of the Term Loan. In addition, on June 18, 2014, we issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the "Senior Notes"). | ||||||||
The Credit Facilities and the Senior Notes contain customary non-financial and financial covenants, including fixed charge coverage ratios, total leverage ratios and secured leverage ratios, as well as a restriction on our ability to pay dividends on our common stock in excess of $10.0 million per quarter. Since entering into these financing arrangements and as of January 31, 2015, our total leverage ratio and secured leverage ratio were above the maximums specified in the agreements, which was anticipated when we entered into these arrangements. As a result, we are currently subject to certain additional restrictions, including limitations on our ability to make acquisitions and incur additional indebtedness. | ||||||||
We used the net proceeds from the Term Loan, the offering of the Senior Notes and the net proceeds from $340.0 million drawn on the ABL Facility to pay the approximately $1.8 billion purchase price for the acquisition of Jos. A. Bank and to repay all of our obligations under our Third Amended and Restated Credit Agreement, dated as of April 12, 2013 (as amended, the "Previous Credit Agreement"), including $95.0 million outstanding under the Previous Credit Agreement as well as settlement of the then existing interest rate swap. The loans under the ABL Facility were subsequently repaid in full promptly following the closing of the Jos. A. Bank acquisition using the cash acquired from Jos. A. Bank. | ||||||||
In addition, as a result of the termination of the Previous Credit Agreement, we recorded a loss on extinguishment of debt totaling $2.2 million consisting of the elimination of unamortized deferred financing costs. | ||||||||
Credit Facilities | ||||||||
The Term Loan is guaranteed, jointly and severally, by certain of our U.S. subsidiaries and will mature on June 18, 2021. The interest rate on the Term Loan is based on the 3-month LIBOR rate, which was approximately 0.25% at January 31, 2015. However, the Term Loan interest rate is subject to a LIBOR floor of 1% per annum, plus the applicable margin which is currently 3.50%, resulting in a total interest rate of 4.50% at January 31, 2015. In January 2015, we entered into an interest rate swap agreement, in which the variable rate payments due under a portion of the Term Loan were exchanged for a fixed rate. See Note 15 for additional information. | ||||||||
The ABL Facility provides for a senior secured revolving credit facility of $500.0 million, with possible future increases to $650.0 million under an expansion feature that matures on June 18, 2019, and is guaranteed, jointly and severally, by certain of our U.S. subsidiaries. The ABL Facility has several borrowing and interest rate options including the following indices: (i) adjusted LIBO rate, (ii) Canadian Dollar Offered Rate ("CDOR") rate, (iii) Canadian prime rate or (iv) an alternate base rate (equal to the greater of the prime rate, the federal funds effective rate plus 0.5% or the adjusted LIBO rate for a one-month period plus 1.0%). Advances under the ABL Facility bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 2.00%. The ABL Facility also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.50% to 2.00%, and a fee on unused commitments which ranges from 0.25% to 0.375%. As of January 31, 2015, there were no borrowings outstanding under the ABL Facility. | ||||||||
The obligations under the Credit Facilities are secured on a senior basis by a first priority lien on substantially all of the assets of the Company, certain of its U.S. subsidiaries and, in the case of the ABL Facility, Moores The Suit People Inc. The Credit Facilities and the related guarantees and security interests granted thereunder are senior secured obligations of, and will rank equally with all present and future senior indebtedness of the Company, the co-borrowers and the respective guarantors. | ||||||||
We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. At January 31, 2015, letters of credit totaling approximately $18.5 million were issued and outstanding. Borrowings available under the ABL Facility as of January 31, 2015 were $432.5 million. | ||||||||
Senior Notes | ||||||||
The Senior Notes are guaranteed, jointly and severally, on an unsecured basis by certain of our U.S. subsidiaries. The Senior Notes and the related guarantees are senior unsecured obligations of the Company and the guarantors, respectively, and will rank equally with all of the Company's and each guarantor's present and future senior indebtedness. The Senior Notes will mature on July 1, 2022. Interest on the Senior Notes is payable on January 1 and July 1 of each year. | ||||||||
We may redeem some or all of the Senior Notes at any time on or after July 1, 2017 at the redemption prices set forth in the indenture governing the Senior Notes. At any time prior to July 1, 2017, we will have the option to redeem some or all of the Senior Notes at a redemption price of 100% of the principal amount of the Senior Notes to be redeemed, plus a "make-whole" premium and accrued and unpaid interest, if any, to the date of redemption. We may also redeem up to a maximum of 35% of the original aggregate principal amount of the Senior Notes with the proceeds of certain equity offerings prior to July 1, 2017 at a redemption price of 107% of the principal amount of the Senior Notes plus accrued and unpaid interest, if any. Upon the occurrence of certain specific changes of control, we may be required to offer to purchase the Senior Notes at 101% of their aggregate principal amount plus accrued and unpaid interest thereon to the date of purchase. | ||||||||
We have also entered into a registration rights agreement regarding the Senior Notes pursuant to which we agreed, among other things, to use our commercially reasonable efforts to consummate an exchange offer of the Senior Notes for substantially identical notes registered under the Securities Act of 1933, as amended, on or before July 13, 2015. | ||||||||
Long-Term Debt | ||||||||
The following table provides details on our long-term debt as of January 31, 2015 and February 1, 2014 (in thousands): | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Term Loan (net of unamortized original issue discount of $10.0 million) | $ | 1,087,232 | $ | — | ||||
Senior Notes | 600,000 | — | ||||||
Term loan under Previous Credit Agreement | — | 97,500 | ||||||
| | | | | | | | |
Total long-term debt | 1,687,232 | 97,500 | ||||||
| | | | | | | | |
Current portion of long-term debt | (11,000 | ) | (10,000 | ) | ||||
| | | | | | | | |
Total long-term debt, net of current portion | $ | 1,676,232 | $ | 87,500 | ||||
| | | | | | | | |
| | | | | | | | |
The following table provides principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter (in thousands): | ||||||||
Fiscal Year | ||||||||
2015 | $ | 11,000 | ||||||
2016 | 11,000 | |||||||
2017 | 13,750 | |||||||
2018 | 11,000 | |||||||
2019 | 8,250 | |||||||
Thereafter | 1,642,250 | |||||||
| | | | | ||||
Total debt, before unamortized original issue discount | 1,697,250 | |||||||
Unamortized original issue discount | (10,018 | ) | ||||||
| | | | | ||||
Total | $ | 1,687,232 | ||||||
| | | | | ||||
| | | | | ||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
INCOME TAXES | |||||||||||
INCOME TAXES | |||||||||||
5. INCOME TAXES | |||||||||||
Earnings (loss) before income taxes (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
United States | $ | (44,346 | ) | $ | 82,061 | $ | 143,215 | ||||
Foreign | 49,722 | 44,747 | 54,457 | ||||||||
| | | | | | | | | | | |
Total | $ | 5,376 | $ | 126,808 | $ | 197,672 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The provision for income taxes consists of the following (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current tax expense (benefit): | |||||||||||
Federal | $ | 7,328 | $ | 27,438 | $ | 41,107 | |||||
State | (975 | ) | 3,434 | 5,430 | |||||||
Foreign | 12,225 | 9,447 | 13,892 | ||||||||
Deferred tax expense (benefit): | |||||||||||
Federal and state | (12,450 | ) | 961 | 5,739 | |||||||
Foreign | (657 | ) | 1,311 | (559 | ) | ||||||
| | | | | | | | | | | |
Total | $ | 5,471 | $ | 42,591 | $ | 65,609 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
No provision for U.S. income taxes or Canadian withholding taxes has been made on the cumulative undistributed earnings of foreign companies (approximately $220.8 million at January 31, 2015) because we intend to permanently reinvest all the foreign earnings 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 approximately $36.8 million. | |||||||||||
A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows: | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||
State income taxes, net of federal benefit | 2.2 | 2.7 | 2.9 | ||||||||
Net change in tax accruals | (0.6 | ) | 0.1 | (0.2 | ) | ||||||
Foreign tax rate differential | (85.0 | ) | (3.2 | ) | (2.3 | ) | |||||
Amortizable tax goodwill | (32.5 | ) | (1.4 | ) | (0.9 | ) | |||||
Non-deductible transaction costs | 187.8 | — | — | ||||||||
Valuation allowance | (10.7 | ) | 0.4 | 0.3 | |||||||
Other | 5.6 | — | (1.6 | ) | |||||||
| | | | | | | | | | | |
101.8 | % | 33.6 | % | 33.2 | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Our effective income tax rate increased from 33.6% for fiscal 2013 to 101.8% for fiscal 2014 primarily due to an increase in permanent items as a percent of pre-tax earnings, mainly consisting of non-deductible transaction costs related to the Jos. A. Bank acquisition. Furthermore, the foreign jurisdictions in which we operate had profitability which require us to provide for income tax. Thus, the combination of tax expense being recorded on U.S. activity (due mainly to the non-deductible transaction costs), and for tax expense from our foreign operations, coupled with low book income results in a high effective tax rate for fiscal 2014 compared to fiscal 2013. | |||||||||||
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 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 January 31, 2015, it is more likely than not that we will realize the benefits of the deferred tax assets, except as discussed below. | |||||||||||
At January 31, 2015, we had net deferred tax liabilities of $284.9 million with $23.8 million classified as other current assets and $308.7 million classified as other non-current liabilities. 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. The increased net deferred tax liability is due to the acquisition of Jos. A. Bank. A valuation allowance of $0.6 million included in net deferred tax assets at January 31, 2015 is based on our assumptions about our ability to utilize foreign tax credits carryforwards before such carryforwards expire. | |||||||||||
Total deferred tax assets and liabilities and the related temporary differences as of January 31, 2015 and February 1, 2014 were as follows (in thousands): | |||||||||||
January 31, | February 1, | ||||||||||
2015 | 2014 | ||||||||||
Deferred tax assets: | |||||||||||
Accrued rent and other expenses | $ | 54,509 | $ | 43,731 | |||||||
Accrued compensation | 29,533 | 21,457 | |||||||||
Accrued inventory markdowns | 3,776 | 2,471 | |||||||||
Other | 1,149 | 2,013 | |||||||||
Tax loss and other carryforwards | 11,460 | 12,093 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 100,427 | 81,765 | |||||||||
Valuation allowance | (602 | ) | (1,177 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | 99,825 | 80,588 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Property and equipment | (98,752 | ) | (73,401 | ) | |||||||
Capitalized inventory costs | (28,644 | ) | (4,557 | ) | |||||||
Intangibles | (257,297 | ) | (17,073 | ) | |||||||
| | | | | | | | ||||
Total deferred tax liabilities | (384,693 | ) | (95,031 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | (284,868 | ) | $ | (14,443 | ) | |||||
| | | | | | | | ||||
| | | | | | | | ||||
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 January 31, 2015 and February 1, 2014, the total amount of accrued interest related to uncertain tax positions was $0.8 million and $0.7 million, respectively. Amounts charged to income tax expense for interest and/or penalties related to income tax matters were $0.1 million, $0.1 million and $0.2 million in fiscal 2014, 2013 and 2012, respectively. | |||||||||||
The following table summarizes the activity related to our unrecognized tax benefits (in thousands): | |||||||||||
January 31, | February 1, | ||||||||||
2015 | 2014 | ||||||||||
Gross unrecognized tax benefits, beginning balance | $ | 2,930 | $ | 3,917 | |||||||
Increase in tax positions for prior years | — | 245 | |||||||||
Decrease in tax positions for prior years | (1 | ) | (7 | ) | |||||||
Increase in tax positions due to business combinations | 16,982 | — | |||||||||
Increase in tax positions for current year | 124 | 212 | |||||||||
Decrease in tax positions for current year | — | — | |||||||||
Settlements | (7 | ) | (1,052 | ) | |||||||
Lapse from statute of limitations | (252 | ) | (385 | ) | |||||||
| | | | | | | | ||||
Gross unrecognized tax benefits, ending balance | $ | 19,776 | $ | 2,930 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Of the $19.8 million in unrecognized tax benefits as of January 31, 2015, $17.9 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 2011 through 2014 fiscal years 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, territories, provinces and other political subdivisions. The U.S. federal examination from fiscal 2010 was closed with no adjustments. A number of U.S. state examinations are ongoing. | |||||||||||
At January 31, 2015, we had federal, state and foreign net operating loss ("NOL") NOL carryforwards of approximately $23.4 million, $76.8 million and $4.7 million, respectively, and a federal carryback of $103.2 million. The federal and state NOL carryforwards will expire between fiscal 2016 and 2032; the $4.7 million of foreign NOLs can be carried forward indefinitely. We also had $0.6 million of foreign tax credit carryforwards at January 31, 2015 which will expire in 2019. | |||||||||||
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
INVENTORIES | ||||||||
INVENTORIES | ||||||||
6. INVENTORIES | ||||||||
The following table provides details on our inventories as of January 31, 2015 and February 1, 2014 (in thousands): | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Finished goods | $ | 883,323 | $ | 544,962 | ||||
Raw materials and merchandise components | 55,013 | 54,524 | ||||||
| | | | | | | | |
Total inventories | $ | 938,336 | $ | 599,486 | ||||
| | | | | | | | |
| | | | | | | | |
OTHER_CURRENT_ASSETS_ACCRUED_E
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
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 | ||||||||
7. OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | ||||||||
Other current assets consist of the following (in thousands): | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Tax receivable | $ | 87,916 | $ | 17,276 | ||||
Prepaid expenses | 39,375 | 33,747 | ||||||
Current deferred tax assets | 23,777 | 33,148 | ||||||
Other | 24,506 | 9,035 | ||||||
| | | | | | | | |
Total other current assets | $ | 175,574 | $ | 93,206 | ||||
| | | | | | | | |
| | | | | | | | |
Accrued expenses and other current liabilities consist of the following (in thousands): | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Accrued salary, bonus, sabbatical, vacation and other benefits | $ | 83,515 | $ | 58,127 | ||||
Unredeemed gift certificates | 39,563 | 15,589 | ||||||
Accrued workers compensation and medical costs | 28,814 | 22,055 | ||||||
Sales, value added, payroll, property and other taxes payable | 28,765 | 19,184 | ||||||
Customer deposits, prepayments and refunds payable | 24,540 | 22,617 | ||||||
Accrued interest | 15,715 | 410 | ||||||
Cash dividends declared | 8,987 | 8,963 | ||||||
Accrued strategic professional fees | 7,566 | 9,338 | ||||||
Loyalty program reward certificates | 6,889 | 6,321 | ||||||
Other | 24,581 | 13,193 | ||||||
| | | | | | | | |
Total accrued expenses and other current liabilities | $ | 268,935 | $ | 175,797 | ||||
| | | | | | | | |
| | | | | | | | |
Deferred taxes and other liabilities consist of the following (in thousands): | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Non-current deferred and other income tax liabilities | $ | 328,271 | $ | 51,604 | ||||
Deferred rent and landlord incentives | 61,475 | 55,923 | ||||||
Unfavorable lease liabilities | 12,040 | 321 | ||||||
Other | 7,540 | 1,444 | ||||||
| | | | | | | | |
Total deferred taxes and other liabilities | $ | 409,326 | $ | 109,292 | ||||
| | | | | | | | |
| | | | | | | | |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
The following table summarizes the components of accumulated other comprehensive income (loss) during fiscal 2014, 2013 and 2012 (in thousands and net of tax): | ||||||||||||||
Foreign | Interest | Pension | Total | |||||||||||
Currency | Rate | Plan | ||||||||||||
Translation | Swap | |||||||||||||
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 | |||||||||
Other comprehensive (loss) income before reclassifications | (31,942 | (1,665 | 226 | (33,381 | ||||||||||
) | ) | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 399 | — | 399 | ||||||||||
| | | | | | | | | | | | | | |
Net other comprehensive (loss) income | (31,942 | ) | (1,266 | ) | 226 | (32,982 | ) | |||||||
| | | | | | | | | | | | | | |
BALANCE—January 31, 2015 | $ | (4,232 | ) | $ | (1,665 | ) | $ | 226 | $ | (5,671 | ) | |||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Amounts reclassified from other comprehensive income in fiscal 2014 related to the settlement of our interest rate swap associated with our Previous Credit Agreement and are recorded within interest expense in the consolidated statement of (loss) earnings. | ||||||||||||||
DIVIDENDS
DIVIDENDS | 12 Months Ended |
Jan. 31, 2015 | |
DIVIDENDS | |
DIVIDENDS | |
9. DIVIDENDS | |
Cash dividends paid were approximately $34.8 million, $35.5 million and $37.1 million during fiscal 2014, 2013 and 2012, respectively. In fiscal 2014, 2013 and 2012, a dividend of $0.18 per share was declared in each quarter, for an annual dividend of $0.72 per share, respectively. | |
The cash dividend of $0.18 per share declared by our Board of Directors (the "Board") in January 2015 is payable on March 27, 2015 to shareholders of record on March 17, 2015. 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 January 31, 2015. | |
SHARE_REPURCHASES_TREASURY_STO
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | |||||||||||
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | |||||||||||
10. SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | |||||||||||
Share Repurchases | |||||||||||
In March 2013, the Board approved a $200.0 million share repurchase program for our common stock, which amended and replaced the Company's then existing share repurchase program authorized in January 2011. At January 31, 2015, the remaining balance available under the authorization was $48.0 million. | |||||||||||
During fiscal 2014, no shares were repurchased in open market transactions under the Board's March 2013 authorization. | |||||||||||
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 2013, 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 under the Board's March 2013 authorization. | |||||||||||
The following table summarizes our common stock repurchases during fiscal 2014, 2013 and 2012 (in thousands, except share data and average price per share): | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Shares repurchased(1) | 5,349 | 4,147,983 | 1,128,525 | ||||||||
Total costs | $ | 251 | $ | 152,129 | $ | 41,296 | |||||
Average price per share | $ | 46.93 | $ | 36.68 | $ | 36.59 | |||||
-1 | Includes 5,349, 5,378 and 7,041 shares, respectively, repurchased in private transactions to satisfy minimum tax withholding obligations arising upon the vesting of certain restricted stock. | ||||||||||
Treasury Stock | |||||||||||
The following table shows the change in our treasury shares during fiscal 2014 and 2013: | |||||||||||
Treasury | |||||||||||
Shares | |||||||||||
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 | ||||||||||
| | | | | |||||||
Purchases of common stock | 100 | ||||||||||
Retirement of common stock | (100 | ) | |||||||||
Reissuance of common stock | (8,805 | ) | |||||||||
| | | | | |||||||
Balance, January 31, 2015 | 129,095 | ||||||||||
| | | | | |||||||
| | | | | |||||||
The total cost of the 129,095 shares of treasury stock held at January 31, 2015 was $3.2 million or an average price of $24.73 per share. 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. In fiscal 2013, we retired 22.9 million shares of our treasury stock, which had no impact on total stockholders' equity. | |||||||||||
Non-Controlling Interest | |||||||||||
In September 2014, we exercised our option and completed the purchase of the remaining 14% interest in our UK operations from the minority interest holders. As a result, we eliminated the non-controlling interest balance and recorded an increase in capital in excess of par of $7.2 million less the $6.7 million in cash consideration paid to the former minority interest holders. | |||||||||||
EQUITY_AND_SHAREBASED_COMPENSA
EQUITY AND SHARE-BASED COMPENSATION PLANS | 12 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
EQUITY AND SHARE-BASED COMPENSATION PLANS | ||||||||||||||
EQUITY AND SHARE-BASED COMPENSATION PLANS | ||||||||||||||
11. EQUITY AND SHARE-BASED COMPENSATION PLANS | ||||||||||||||
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 January 31, 2015 and February 1, 2014, 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. Awards are no longer available for grant under the 1996 Plan and the Director Plan. | ||||||||||||||
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 January 31, 2015, 826,278 shares were available for grant under the 2004 Plan and 2,035,868 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 2014: | ||||||||||||||
Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | ||||||||||||||
Time- | Performance- | Time- | Performance- | |||||||||||
Based | Based(2) | Based | Based | |||||||||||
Non-Vested at February 1, 2014 | 573,042 | 82,558 | $ | 32.95 | $ | 33.09 | ||||||||
Granted | 259,908 | 92,728 | 47.78 | 53.22 | ||||||||||
Vested(1) | (419,283 | ) | (1,134 | ) | 32.81 | 33.09 | ||||||||
Forfeited | (35,149 | ) | (3,363 | ) | 39.64 | 37.07 | ||||||||
| | | | | | | | | | | | | | |
Non-Vested at January 31, 2015 | 378,518 | 170,789 | $ | 42.67 | $ | 43.94 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | Includes 142,286 shares relinquished for tax payments related to vested DSUs in fiscal 2014. | |||||||||||||
-2 | Includes 18,789 of performance-based DSU's and 73,939 of performance units, respectively, which are further described below. | |||||||||||||
The following table summarizes additional information about DSUs: | ||||||||||||||
Fiscal Year | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
DSUs issued | 352,636 | 559,489 | 350,284 | |||||||||||
Weighted average grant date fair value | $ | 49.21 | $ | 33.26 | $ | 39.37 | ||||||||
The fair value of shares vested was $13.8 million, $12.4 million and $10.7 million in fiscal 2014, 2013 and 2012, respectively. As of January 31, 2015, the intrinsic value of non-vested DSUs was $25.5 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 January 31, 2015 are 35,024 DSUs granted prior to April 3, 2013. | ||||||||||||||
Performance units granted in 2014 ("2014 performance units") represent a contingent right to receive up to 2.25 shares of common stock and vest after our 2017 fiscal year, subject to our achievement of a performance target for fiscal 2017. Assuming the performance target is achieved, the number of 2014 performance units earned will be adjusted based on multipliers related to (1) the Company's adjusted earnings per share for fiscal 2017 and (2) the Company's relative total shareholder return ("TSR") compared to the TSR of other select companies over a pre-defined period. Any 2014 performance units that are unvested at the end of the performance period will lapse and be forfeited. The 2014 performance units earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards. | ||||||||||||||
Performance-based DSUs granted in 2014 ("2014 performance-based DSUs") represent a contingent right to receive one share of common stock and vest over a one year period, subject to our achievement of a performance target for 2014. Any 2014 performance-based DSUs that are unvested at the end of the one year period will lapse and be forfeited. The 2014 performance-based DSUs earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards. | ||||||||||||||
The performance-based DSUs granted in 2013 ("2013 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 2013 performance-based DSUs at the end of the performance period are rolled over and become eligible to vest in subsequent performance periods. Any 2013 performance-based DSUs that are unvested at the end of all vesting periods will lapse and be forfeited. The 2013 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 activity of restricted stock during fiscal 2014: | ||||||||||||||
Shares | Weighted- | |||||||||||||
Average | ||||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-Vested at February 1, 2014 | 80,919 | $ | 31.36 | |||||||||||
Granted | 30,116 | 49.36 | ||||||||||||
Vested | (43,245 | ) | 36.12 | |||||||||||
Forfeited | — | — | ||||||||||||
| | | | | | | | |||||||
Non-Vested at January 31, 2015 | 67,790 | $ | 37.05 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Restricted stock awards receive non-forfeitable dividends, if any, when and if paid to shareholders of record at the payment date. | ||||||||||||||
The following table summarizes additional information about restricted stock: | ||||||||||||||
Fiscal Year | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Restricted stock issued | 30,116 | 23,577 | 22,407 | |||||||||||
Weighted average grant date fair value | $ | 49.36 | $ | 40.29 | $ | 31.23 | ||||||||
Fair value of shares vested (in millions) | $ | 1.6 | $ | 1.3 | $ | 1.2 | ||||||||
As of January 31, 2015, the intrinsic value of non-vested restricted stock shares was $3.2 million. | ||||||||||||||
As of January 31, 2015, we have unrecognized compensation expense related to non-vested DSUs and shares of restricted stock of approximately $12.8 million which is expected to be recognized over a weighted-average period of 1.8 years. | ||||||||||||||
Stock Options | ||||||||||||||
The following table summarizes the activity of stock options during fiscal 2014: | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise Price | Remaining | Value | ||||||||||||
Contractual | (in thousands) | |||||||||||||
Term | ||||||||||||||
Options outstanding at February 1, 2014 | 645,990 | $ | 28.8 | |||||||||||
Granted | 256,790 | 49.13 | ||||||||||||
Exercised | (174,340 | ) | 26.1 | |||||||||||
Forfeited | (68,157 | ) | 20.51 | |||||||||||
Expired | — | — | ||||||||||||
| | | | | | | | | | | | | ||
Outstanding at January 31, 2015 | 660,283 | $ | 38.28 | 6.3 Years | $ | 6,087 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Vested or expected to vest at January 31, 2015 | 647,406 | $ | 38.09 | 6.2 Years | $ | 6,068 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Exercisable at January 31, 2015 | 270,222 | $ | 31.82 | 4.4 Years | $ | 3,960 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
The weighted-average grant date fair value of stock options granted during fiscal 2014, 2013 and 2012 was $16.82, $13.10 and $17.21, 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 | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Risk-free interest rates | 1.79 | % | 0.76 | % | 1.09 | % | ||||||||
Expected lives | 5.0 years | 5.0 years | 5.0 years | |||||||||||
Dividend yield | 1.58 | % | 2.20 | % | 2.07 | % | ||||||||
Expected volatility | 42.77 | % | 55.00 | % | 58.67 | % | ||||||||
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 2014, 2013 and 2012 was $4.4 million, $7.8 million and $6.4 million, respectively. As of January 31, 2015, we have unrecognized compensation expense related to non-vested stock options of approximately $4.5 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 |
Jan. 31, 2015 | |
RETIREMENT AND STOCK PURCHASE PLANS | |
RETIREMENT AND STOCK PURCHASE PLANS | |
12. RETIREMENT AND STOCK PURCHASE PLANS | |
We have 401(k) savings plans which allow eligible employees to save for retirement on a tax deferred basis. Employer matching contributions under the 401(k) savings plans are made based on a formula set by the Board from time to time. During fiscal 2014, 2013 and 2012, our matching contributions for the plan charged to operations were $1.2 million, $1.0 million and $1.0 million, respectively. | |
We also maintain a noncontributory defined benefit pension plan and a post-retirement benefit plan which cover certain union and nonunion employees at Jos. A. Bank. The plans provide for eligible employees to receive benefits based principally on years of service. Amounts related to the defined benefit pension and post-retirement benefit plans were immaterial to our consolidated financial statements. | |
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 2014, 2013 and 2012, employees purchased 86,935 shares, 108,110 shares, and 104,654 shares, respectively, under the ESDP, the weighted-average fair value of which was $40.63, $28.06 and $25.18 per share, respectively. We recognized approximately $0.9 million, $0.8 million and $0.7 million of share-based compensation expense related to the ESDP for fiscal 2014, 2013 and 2012, respectively. As of January 31, 2015, 653,403 shares were reserved for future issuance under the ESDP. | |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
GOODWILL AND INTANGIBLE ASSETS | |||||||||||
GOODWILL AND INTANGIBLE ASSETS | |||||||||||
13. GOODWILL AND INTANGIBLE ASSETS | |||||||||||
Goodwill | |||||||||||
Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended January 31, 2015 and February 1, 2014 are as follows (in thousands): | |||||||||||
Retail | Corporate | Total | |||||||||
Apparel | |||||||||||
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 | |||||
Goodwill of acquired businesses | 767,346 | — | 767,346 | ||||||||
Translation adjustment | (3,085 | ) | (2,328 | ) | (5,413 | ) | |||||
| | | | | | | | | | | |
Balance, January 31, 2015 | $ | 861,180 | $ | 26,756 | $ | 887,936 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
The goodwill of acquired businesses, during fiscal 2014, resulted primarily from our acquisition of Jos. A. Bank. As indicated in Note 2, the preliminary estimates of the fair value of the identifiable assets acquired and liabilities assumed for the Jos. A. Bank acquisition, including goodwill, are not yet final and are subject to revisions until management's appraisals and estimates are finalized, which may result in adjustments to the preliminary values as reported for the retail reportable segment at January 31, 2015. 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 January 31, 2015, 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): | |||||||||||
January 31, | February 1, | ||||||||||
2015 | 2014 | ||||||||||
Amortizable intangible assets: | |||||||||||
Carrying amount: | |||||||||||
Trademarks and tradenames | $ | 16,448 | $ | 12,012 | |||||||
Favorable leases | 24,400 | — | |||||||||
Customer relationships | 84,788 | 33,602 | |||||||||
| | | | | | | | ||||
Total carrying amount | 125,636 | 45,614 | |||||||||
| | | | | | | | ||||
Accumulated amortization: | |||||||||||
Trademarks and tradenames | (9,331 | ) | (9,007 | ) | |||||||
Favorable leases | (1,883 | ) | — | ||||||||
Customer relationships | (16,468 | ) | (9,895 | ) | |||||||
| | | | | | | | ||||
Total accumulated amortization | (27,682 | ) | (18,902 | ) | |||||||
| | | | | | | | ||||
Total amortizable intangible assets, net | 97,954 | 26,712 | |||||||||
| | | | | | | | ||||
Indefinite-lived intangible assets: | |||||||||||
Trademarks and tradename | 570,305 | 31,315 | |||||||||
| | | | | | | | ||||
Total intangible assets, net | $ | 668,259 | $ | 58,027 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The increase in amortizable intangible and indefinite-lived intangible assets at January 31, 2015, primarily relates to the Jos. A. Bank acquisition. Refer to Note 2 for additional discussion of the Jos. A. Bank acquisition. | |||||||||||
In fiscal 2013, 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 SG&A in the consolidated statement of (loss) earnings. | |||||||||||
The pre-tax amortization expense associated with intangible assets subject to amortization totaled approximately $9.9 million, $3.8 million and $3.3 million for fiscal 2014, 2013 and 2012, respectively. Pre-tax amortization expense associated with intangible assets subject to amortization at January 31, 2015 is estimated to be approximately $13.8 million for each of the fiscal years 2015, 2016 and 2017 and $13.7 million for fiscal years 2018 and 2019. | |||||||||||
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||
14. 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 years ended January 31, 2015 or February 1, 2014. | ||||||||||||||
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 January 31, 2015— | ||||||||||||||
Assets: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 878 | $ | — | $ | 878 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 2,729 | $ | — | $ | 2,729 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
At February 1, 2014— | ||||||||||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 1,137 | $ | — | $ | 1,137 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
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 15 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, goodwill and identifiable intangibles, 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. | ||||||||||||||
During the second quarter of fiscal 2013, we recorded a goodwill impairment charge related to our K&G brand totaling $9.5 million, which reduced the K&G goodwill balance to zero. 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 consist of cash, accounts receivable, accounts payable, accrued expenses and other current liabilities and long-term debt. Management estimates that, as of January 31, 2015 and February 1, 2014, the carrying value of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximated their fair value due to the highly liquid or short-term nature of these instruments. | ||||||||||||||
The fair values of our Term Loan and the term loan under the Previous Credit Agreement were valued based upon observable market data provided by a third party for similar types of debt, which we classify as a Level 2 input within the fair value hierarchy. The fair value of our Senior Notes is based on trading data in active markets, which we classify as a Level 2 input within the fair value hierarchy. The table below shows the fair value and carrying value of our long-term debt (in thousands): | ||||||||||||||
January 31, 2015 | February 1, 2014 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Long-term debt, including current maturities | $ | 1,687,232 | $ | 1,706,546 | $ | 97,500 | $ | 97,500 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
DERIVATIVE_FINANCIAL_INSTRUMEN
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jan. 31, 2015 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
15. 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 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. At January 31, 2015, we had $0.9 million of such derivative financial instruments recorded in other current assets and at February 1, 2014, we had $0.5 million of such derivative financial instruments recorded in accrued expenses and other current liabilities. A pre-tax gain associated with such derivative financial instruments totaled $1.4 million for fiscal 2014 while pre-tax losses associated with such derivative financial instruments totaled $0.3 million and $0.5 million for fiscal 2013 and 2012, respectively. | |
In June 2014, we entered into a Term Loan with variable-rate interest payments (see Note 4). To minimize the impact of changes in interest rates on our interest payments under the Term Loan, in January 2015, we entered into an interest rate swap agreement to swap variable-rate interest payments for fixed-rate interest payments on a notional amount of $520.0 million, effective in February 2015. The interest rate swap agreement matures in August 2018 and has periodic interest settlements. 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 interest rate swap agreement, we receive a floating rate based on the 3-month LIBOR rate and pay a fixed rate of 5.03% (including the applicable margin of 3.50%) on the outstanding notional amount. The swap fixed rate was structured to mirror the payment terms of the Term Loan. At January 31, 2015, the fair value of the interest rate swap was a liability of $2.7 million with $2.5 million recorded in accrued expenses and other current liabilities and $0.2 million in other liabilities in our consolidated balance sheet. The effective portion of the loss is reported as a component of accumulated other comprehensive income. There was no hedge ineffectiveness at January 31, 2015. 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 $2.5 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 January 31, 2015 or February 1, 2014, respectively. | |
SEGMENT_REPORTING
SEGMENT REPORTING | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
SEGMENT REPORTING | |||||||||||
SEGMENT REPORTING | |||||||||||
16. 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, Jos. A. Bank, Moores and K&G. These four brands are operating segments that have been aggregated into the retail reportable segment. 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, business casual, 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. Tuxedo rentals are offered at our Men's Wearhouse/Men's Wearhouse and Tux, Jos. A Bank and Moores retail stores. | |||||||||||
The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Twin Hill in the 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. 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. | |||||||||||
From June 18, 2014 through January 31, 2015, Jos. A. Bank generated net sales of $684.0 million. Net sales by brand and reportable segment are as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net sales: | |||||||||||
MW(1) | $ | 1,686,850 | $ | 1,606,218 | $ | 1,581,122 | |||||
Jos. A. Bank | 684,023 | — | — | ||||||||
Moores | 258,347 | 254,371 | 273,978 | ||||||||
K&G | 334,043 | 336,222 | 365,945 | ||||||||
MW Cleaners | 31,909 | 29,611 | 27,804 | ||||||||
| | | | | | | | | | | |
Total retail segment | 2,995,172 | 2,226,422 | 2,248,849 | ||||||||
| | | | | | | | | | | |
Twin Hill | 40,536 | 37,678 | 29,513 | ||||||||
Dimensions and Alexandra (UK) | 216,840 | 209,133 | 209,916 | ||||||||
| | | | | | | | | | | |
Total corporate apparel segment | 257,376 | 246,811 | 239,429 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 3,252,548 | $ | 2,473,233 | $ | 2,488,278 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-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 | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net sales: | |||||||||||
Men's tailored clothing product | $ | 1,255,349 | $ | 904,223 | $ | 919,447 | |||||
Men's non-tailored clothing product | 1,024,368 | 686,514 | 690,605 | ||||||||
Ladies clothing product | 74,425 | 73,542 | 81,196 | ||||||||
Other | 11,321 | 3,256 | — | ||||||||
| | | | | | | | | | | |
Total retail clothing product | 2,365,463 | 1,667,535 | 1,691,248 | ||||||||
| | | | | | | | | | | |
Tuxedo rental services | 442,866 | 411,864 | 406,454 | ||||||||
Alteration services | 154,934 | 117,412 | 123,343 | ||||||||
Retail dry cleaning services | 31,909 | 29,611 | 27,804 | ||||||||
| | | | | | | | | | | |
Total alteration and other services | 186,843 | 147,023 | 151,147 | ||||||||
| | | | | | | | | | | |
Corporate apparel clothing product | 257,376 | 246,811 | 239,429 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 3,252,548 | $ | 2,473,233 | $ | 2,488,278 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Operating income by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Operating income: | |||||||||||
Retail | $ | 63,281 | $ | 120,247 | $ | 194,679 | |||||
Corporate apparel | 9,929 | 9,381 | 3,889 | ||||||||
| | | | | | | | | | | |
Operating income | 73,210 | 129,628 | 198,568 | ||||||||
Interest income | 356 | 385 | 648 | ||||||||
Interest expense | (66,032 | ) | (3,205 | ) | (1,544 | ) | |||||
Loss on extinguishment of debt | (2,158 | ) | — | — | |||||||
| | | | | | | | | | | |
Earnings before income taxes | $ | 5,376 | $ | 126,808 | $ | 197,672 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Capital expenditures by reportable segment are as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Capital expenditures: | |||||||||||
Retail | $ | 92,602 | $ | 105,781 | $ | 117,796 | |||||
Corporate apparel | 3,818 | 2,419 | 3,637 | ||||||||
| | | | | | | | | | | |
Total capital expenditures | $ | 96,420 | $ | 108,200 | $ | 121,433 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Depreciation and amortization expense by reportable segment is as follows (in thousands): | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Depreciation and amortization expense: | |||||||||||
Retail | $ | 106,140 | $ | 82,084 | $ | 77,680 | |||||
Corporate apparel | 6,519 | 6,665 | 7,299 | ||||||||
| | | | | | | | | | | |
Total depreciation and amortization expense | $ | 112,659 | $ | 88,749 | $ | 84,979 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Total assets by reportable segment are as follows (in thousands): | |||||||||||
January 31, | February 1, | ||||||||||
2015 | 2014 | ||||||||||
Segment assets: | |||||||||||
Retail | $ | 3,309,026 | $ | 1,306,677 | |||||||
Corporate apparel | 237,732 | 248,553 | |||||||||
| | | | | | | | ||||
Total assets | $ | 3,546,758 | $ | 1,555,230 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
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 | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net sales: | |||||||||||
U.S. | $ | 2,777,361 | $ | 2,009,729 | $ | 2,004,384 | |||||
Canada | 258,347 | 254,371 | 273,978 | ||||||||
UK | 216,840 | 209,133 | 209,916 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 3,252,548 | $ | 2,473,233 | $ | 2,488,278 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
January 31, 2015 | February 1, 2014 | ||||||||||
Long-lived assets, net (including tuxedo rental product): | |||||||||||
U.S. | $ | 644,277 | $ | 490,665 | |||||||
Canada | 41,682 | 47,082 | |||||||||
UK | 12,787 | 13,231 | |||||||||
| | | | | | | | ||||
Total long-lived assets | $ | 698,746 | $ | 550,978 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Jan. 31, 2015 | |||||
COMMITMENTS AND CONTINGENCIES | |||||
COMMITMENTS AND CONTINGENCIES | |||||
17. COMMITMENTS AND CONTINGENCIES | |||||
Lease commitments | |||||
We lease retail business locations, office and warehouse facilities, and equipment under various non-cancelable operating leases expiring in various years through 2029. Rent expense for operating leases for fiscal 2014, 2013 and 2012 was $235.1 million, $175.9 million and $169.4 million, respectively, and includes contingent rentals of $2.0 million, $0.2 million and $0.6 million, respectively. Sublease rentals of $1.8 million, $1.2 million and $1.1 million were received in fiscal 2014, 2013 and 2012, respectively. | |||||
Minimum future rental payments under non-cancelable operating leases as of January 31, 2015 for each of the next five years and in the aggregate are as follows (in thousands): | |||||
Fiscal Year | Operating Leases | ||||
2015 | $ | 262,695 | |||
2016 | 235,939 | ||||
2017 | 198,330 | ||||
2018 | 162,601 | ||||
2019 | 133,710 | ||||
Thereafter | 361,402 | ||||
| | | | | |
Total | $ | 1,354,677 | |||
| | | | | |
| | | | | |
The total minimum lease commitment amount above does not include minimum sublease rent income of $5.9 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 | |||||
A former licensee of JA Apparel Corp., a subsidiary of JA Holding ("JA Apparel"), initiated an arbitration proceeding against JA Apparel under license agreements which the former licensee terminated. The former licensee alleged that JA Apparel breached the license agreements for the manufacture of certain Joseph Abboud® branded merchandise. Although the Company does not believe that the former licensee's claim had merit, the arbitrators awarded the former licensee approximately $42.6 million in damages, which the Company recorded and paid in fiscal 2014. | |||||
On July 30, 2013, Matthew B. Johnson, et al., on behalf of themselves and all Ohio residents similarly situated (the "Johnson Plaintiffs"), filed a putative class action Complaint against Jos. A. Bank in the U.S. District Court for the Southern District of Ohio, Eastern District (Case No. 2:13-cv-756). The Complaint alleges, among other things, deceptive sales and marketing practices by Jos. A. Bank relating to its use of the words "free" and "regular price." The Complaint seeks, among other relief, class certification, compensatory damages, declaratory relief, injunctive relief and costs and disbursements (including attorneys' fees). Upon the motion of Jos. A. Bank, the U.S. District Court dismissed the Complaint, without prejudice, and the Johnson Plaintiffs filed a First Amended Class Action Complaint in the same U.S. District Court making substantially the same allegations as in the original Complaint. On February 21, 2014, Jos. A. Bank filed a motion to dismiss and, on August 19, 2014, the Court dismissed the class claims and certain other breach of contract claims. We intend to vigorously defend against the remaining claims. The range of loss, if any, is not reasonably estimable at this time. We do not believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. | |||||
In December 2013, Jos. A. Bank received a subpoena from the Ohio Attorney General requiring the production of certain information relating to its advertising and marketing practices. Jos. A. Bank produced information in response to the subpoena, cooperated with further information requests and is having ongoing communications with the Ohio Attorney General's office. The range of loss, if any, is not reasonably estimable at this time. We do not believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. | |||||
On July 9, 2014, David Lucas and Eric Salerno, on behalf of themselves and all California residents similarly situated, filed a putative class action Complaint against Jos. A. Bank in the U.S. District Court for Southern California (Case No. '14CV1631LAB JLB). The Complaint alleges, among other things, that Jos. A. Bank violated the California Unfair Competition Law and the California Consumers Legal Remedies Act with its comparative price advertising, price discounts and free apparel promotions. The Complaint seeks, among other relief, certification of the case as a class action, permanent injunction, actual and compensatory damages, restitution including disgorgement of profits and unjust enrichment, costs and attorney fees. We intend to vigorously defend the case. The range of loss, if any, is not reasonably estimable at this time. We do not believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. | |||||
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. | |||||
CONDENSED_CONSOLIDATING_FINANC
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||||||||
18. CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||||||||
As discussed in Note 4, The Men's Wearhouse, Inc. (the "Issuer") issued $600.0 million in aggregate principal amount of 7.00% Senior Notes. The Senior Notes are guaranteed by certain of our U.S. subsidiaries (collectively, the "Guarantors"). Our Canadian and U.K. subsidiaries (collectively, the "Non-Guarantors") are not guarantors of the Senior Notes. Each of the Guarantors is 100% owned and all guarantees are joint and several. In addition, the guarantees are full and unconditional except for certain automatic release provisions related to the Guarantors. | |||||||||||||||||
These automatic release provisions are considered customary and include the sale or other disposition of all or substantially all of the assets or all of the capital stock of any subsidiary guarantor, the release or discharge of a guarantor's guarantee of the obligations under the Term Loan other than a release or discharge through payment thereon, the designation in accordance with the Indenture of a guarantor as an unrestricted subsidiary or the satisfaction of the requirements for defeasance or discharge of the Senior Notes as provided for in the Indenture. | |||||||||||||||||
The tables in the following pages present the condensed consolidating financial information for the Issuer, the Guarantors and the Non-Guarantors, together with eliminations, as of and for the periods indicated. The consolidating financial information may not necessarily be indicative of the financial positions, results of operations or cash flows had the Issuer, Guarantors and Non-Guarantors operated as independent entities. | |||||||||||||||||
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 18,262 | $ | 4,857 | $ | 39,142 | $ | — | $ | 62,261 | |||||||
Accounts receivable, net | 20,304 | 422,930 | 35,303 | (405,271 | ) | 73,266 | |||||||||||
Inventories | 285,309 | 510,651 | 142,376 | — | 938,336 | ||||||||||||
Other current assets | 111,272 | 58,792 | 5,510 | — | 175,574 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 435,147 | 997,230 | 222,331 | (405,271 | ) | 1,249,437 | |||||||||||
Property, plant and equipment, net | 306,597 | 221,454 | 38,023 | — | 566,074 | ||||||||||||
Tuxedo rental product, net | 107,908 | 8,318 | 16,446 | — | 132,672 | ||||||||||||
Goodwill | 6,159 | 834,470 | 47,307 | — | 887,936 | ||||||||||||
Intangible assets, net | 293 | 645,388 | 22,578 | — | 668,259 | ||||||||||||
Investments in subsidiaries | 2,405,680 | — | — | (2,405,680 | ) | — | |||||||||||
Other assets | 75,060 | 681 | 9,671 | (43,032 | ) | 42,380 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 3,336,844 | $ | 2,707,541 | $ | 356,356 | $ | (2,853,983 | ) | $ | 3,546,758 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND | |||||||||||||||||
SHAREHOLDERS' EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable | $ | 449,102 | $ | 120,499 | $ | 45,537 | $ | (405,271 | ) | $ | 209,867 | ||||||
Accrued expenses and other current liabilities | 145,943 | 101,363 | 23,238 | — | 270,544 | ||||||||||||
Current maturities of long-term debt | 11,000 | — | — | — | 11,000 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 606,045 | 221,862 | 68,775 | (405,271 | ) | 491,411 | |||||||||||
Long-term debt | 1,676,232 | — | 33,432 | (33,432 | ) | 1,676,232 | |||||||||||
Deferred taxes and other liabilities | 84,778 | 323,376 | 10,772 | (9,600 | ) | 409,326 | |||||||||||
Shareholders' equity | 969,789 | 2,162,303 | 243,377 | (2,405,680 | ) | 969,789 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | $ | 3,336,844 | $ | 2,707,541 | $ | 356,356 | $ | (2,853,983 | ) | $ | 3,546,758 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
February 1, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 1,414 | $ | 16,955 | $ | 40,883 | $ | — | $ | 59,252 | |||||||
Accounts receivable, net | 38,250 | 38,924 | 44,121 | (58,142 | ) | 63,153 | |||||||||||
Inventories | 250,598 | 209,348 | 139,540 | — | 599,486 | ||||||||||||
Other current assets | 74,818 | 12,382 | 6,006 | — | 93,206 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 365,080 | 277,609 | 230,550 | (58,142 | ) | 815,097 | |||||||||||
Property, plant and equipment, net | 306,007 | 62,717 | 39,438 | — | 408,162 | ||||||||||||
Tuxedo rental product, net | 117,733 | 4,206 | 20,877 | — | 142,816 | ||||||||||||
Goodwill | 7,565 | 65,720 | 52,718 | — | 126,003 | ||||||||||||
Intangible assets, net | 401 | 30,000 | 27,626 | — | 58,027 | ||||||||||||
Investments in subsidiaries | 562,082 | — | — | (562,082 | ) | — | |||||||||||
Other assets | 59,893 | 5,015 | 10,923 | (70,706 | ) | 5,125 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 1,418,761 | $ | 445,267 | $ | 382,132 | $ | (690,930 | ) | $ | 1,555,230 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND | |||||||||||||||||
SHAREHOLDERS' EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable | $ | 88,005 | $ | 77,917 | $ | 40,982 | $ | (58,142 | ) | $ | 148,762 | ||||||
Accrued expenses and other current liabilities | 122,455 | 29,925 | 24,147 | — | 176,527 | ||||||||||||
Current maturities of long-term debt | 10,000 | — | — | — | 10,000 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 220,460 | 107,842 | 65,129 | (58,142 | ) | 335,289 | |||||||||||
Long-term debt | 87,500 | — | 59,906 | (59,906 | ) | 87,500 | |||||||||||
Deferred taxes and other liabilities | 87,652 | 19,699 | 12,741 | (10,800 | ) | 109,292 | |||||||||||
Shareholders' equity: | |||||||||||||||||
Controlling interest | 1,009,135 | 317,726 | 230,342 | (548,068 | ) | 1,009,135 | |||||||||||
Noncontrolling interest | 14,014 | — | 14,014 | (14,014 | ) | 14,014 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total shareholders' equity | 1,023,149 | 317,726 | 244,356 | (562,082 | ) | 1,023,149 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | $ | 1,418,761 | $ | 445,267 | $ | 382,132 | $ | (690,930 | ) | $ | 1,555,230 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of (Loss) Earnings | |||||||||||||||||
Year Ended January 31, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net sales | $ | 1,682,183 | $ | 1,648,649 | $ | 475,187 | $ | (553,471 | ) | $ | 3,252,548 | ||||||
Cost of sales | 883,295 | 1,273,684 | 290,426 | (553,471 | ) | 1,893,934 | |||||||||||
| | | | | | | | | | | | | | | | | |
Gross margin | 798,888 | 374,965 | 184,761 | — | 1,358,614 | ||||||||||||
Operating expenses | 824,673 | 342,771 | 133,956 | (15,996 | ) | 1,285,404 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating (loss) income | (25,785 | ) | 32,194 | 50,805 | 15,996 | 73,210 | |||||||||||
Other income and expenses, net | 14,438 | 1,558 | — | (15,996 | ) | — | |||||||||||
Interest income | 1,998 | 1,605 | 306 | (3,553 | ) | 356 | |||||||||||
Interest expense | (67,264 | ) | (931 | ) | (1,390 | ) | 3,553 | (66,032 | ) | ||||||||
Loss on extinguishment of debt | (2,158 | ) | — | — | — | (2,158 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Earnings (loss) before income taxes | (78,771 | ) | 34,426 | 49,721 | — | 5,376 | |||||||||||
Provision (benefit) for income taxes | (21,462 | ) | 15,363 | 11,570 | — | 5,471 | |||||||||||
| | | | | | | | | | | | | | | | | |
Earnings before equity in net income of subsidiaries | (57,309 | ) | 19,063 | 38,151 | — | (95 | ) | ||||||||||
Equity in earnings of subsidiaries | 57,214 | — | — | (57,214 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) earnings including non-controlling interest | (95 | ) | 19,063 | 38,151 | (57,214 | ) | (95 | ) | |||||||||
Net earnings attributable to non-controlling interest | (292 | ) | — | (292 | ) | 292 | (292 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) earnings attributable to common shareholders | $ | (387 | ) | $ | 19,063 | $ | 37,859 | $ | (56,922 | ) | $ | (387 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | $ | (33,369 | ) | $ | 19,289 | $ | 5,917 | $ | (25,206 | ) | $ | (33,369 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Earnings | |||||||||||||||||
Year Ended February 1, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net sales | $ | 1,596,991 | $ | 942,138 | $ | 463,504 | $ | (529,400 | ) | $ | 2,473,233 | ||||||
Cost of sales | 830,473 | 796,764 | 286,386 | (529,400 | ) | 1,384,223 | |||||||||||
| | | | | | | | | | | | | | | | | |
Gross margin | 766,518 | 145,374 | 177,118 | — | 1,089,010 | ||||||||||||
Operating expenses | 708,099 | 135,098 | 130,621 | (14,436 | ) | 959,382 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating income | 58,419 | 10,276 | 46,497 | 14,436 | 129,628 | ||||||||||||
Other income and expenses, net | 13,708 | 728 | — | (14,436 | ) | — | |||||||||||
Interest income | 2,484 | 411 | 361 | (2,871 | ) | 385 | |||||||||||
Interest expense | (3,504 | ) | (462 | ) | (2,110 | ) | 2,871 | (3,205 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Earnings before income taxes | 71,107 | 10,953 | 44,748 | — | 126,808 | ||||||||||||
Provision for income taxes | 26,240 | 5,592 | 10,759 | — | 42,591 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Earnings before equity in net income of subsidiaries | 44,867 | 5,361 | 33,989 | — | 84,217 | ||||||||||||
Equity in earnings of subsidiaries | 39,350 | — | — | (39,350 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net earnings including non-controlling interest | 84,217 | 5,361 | 33,989 | (39,350 | ) | 84,217 | |||||||||||
Net earnings attributable to non-controlling interest | (426 | ) | — | (426 | ) | 426 | (426 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net earnings attributable to common shareholders | $ | 83,791 | $ | 5,361 | $ | 33,563 | $ | (38,924 | ) | $ | 83,791 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Comprehensive income | $ | 74,178 | $ | 5,361 | $ | 24,349 | $ | (29,710 | ) | $ | 74,178 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Earnings | |||||||||||||||||
Year Ended February 2, 2013 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net sales | $ | 1,581,121 | $ | 981,384 | $ | 483,894 | $ | (558,121 | ) | $ | 2,488,278 | ||||||
Cost of sales | 845,459 | 799,051 | 293,741 | (558,121 | ) | 1,380,130 | |||||||||||
| | | | | | | | | | | | | | | | | |
Gross margin | 735,662 | 182,333 | 190,153 | — | 1,108,148 | ||||||||||||
Operating expenses | 664,153 | 127,717 | 133,264 | (15,554 | ) | 909,580 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating income | 71,509 | 54,616 | 56,889 | 15,554 | 198,568 | ||||||||||||
Other income and expenses, net | 13,941 | 1,613 | — | (15,554 | ) | — | |||||||||||
Interest income | 3,453 | 358 | 579 | (3,742 | ) | 648 | |||||||||||
Interest expense | (1,755 | ) | (519 | ) | (3,012 | ) | 3,742 | (1,544 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Earnings before income taxes | 87,148 | 56,068 | 54,456 | — | 197,672 | ||||||||||||
Provision for income taxes | 40,245 | 13,364 | 12,000 | — | 65,609 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Earnings before equity in net income of subsidiaries | 46,903 | 42,704 | 42,456 | — | 132,063 | ||||||||||||
Equity in earnings of subsidiaries | 85,160 | — | — | (85,160 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net earnings including non-controlling interest | 132,063 | 42,704 | 42,456 | (85,160 | ) | 132,063 | |||||||||||
Net earnings attributable to non-controlling interest | (347 | ) | — | (347 | ) | 347 | (347 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net earnings attributable to common shareholders | $ | 131,716 | $ | 42,704 | $ | 42,109 | $ | (84,813 | ) | $ | 131,716 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Comprehensive income | $ | 131,719 | $ | 42,704 | $ | 42,112 | $ | (84,816 | ) | $ | 131,719 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
Year Ended January 31, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by (used in) operating activities | $ | 378,293 | $ | (323,585 | ) | $ | 40,056 | $ | — | $ | 94,764 | ||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (68,125 | ) | (17,965 | ) | (10,330 | ) | — | (96,420 | ) | ||||||||
Acquisition of business, net of cash | (1,820,308 | ) | 328,915 | — | — | (1,491,393 | ) | ||||||||||
Receipts on intercompany long-term receivable | 26,474 | — | — | (26,474 | ) | — | |||||||||||
Proceeds from sales of property and equipment | 160 | — | — | — | 160 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by investing activities | (1,861,799 | ) | 310,950 | (10,330 | ) | (26,474 | ) | (1,587,653 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from new term loan | 1,089,000 | — | — | — | 1,089,000 | ||||||||||||
Payments on new term loan | (2,750 | ) | — | — | — | (2,750 | ) | ||||||||||
Proceeds from asset-based revolving credit facility | 348,000 | — | — | — | 348,000 | ||||||||||||
Payments on asset-based revolving credit facility | (348,000 | ) | — | — | — | (348,000 | ) | ||||||||||
Proceeds from issuance of senior notes | 600,000 | — | — | — | 600,000 | ||||||||||||
Deferred financing costs | (51,080 | ) | — | — | — | (51,080 | ) | ||||||||||
Payments on previous term loan | (97,500 | ) | — | — | — | (97,500 | ) | ||||||||||
Payments on intercompany long-term liabilities | — | — | (26,474 | ) | 26,474 | — | |||||||||||
Cash dividends paid | (34,785 | ) | — | — | — | (34,785 | ) | ||||||||||
Purchase of non-controlling interest | (6,651 | ) | — | — | — | (6,651 | ) | ||||||||||
Proceeds from issuance of common stock | 8,082 | — | — | — | 8,082 | ||||||||||||
Tax payments related to vested deferred stock units | (6,940 | ) | — | — | — | (6,940 | ) | ||||||||||
Excess tax benefits from share-based plans | 3,229 | 537 | — | — | 3,766 | ||||||||||||
Repurchases of common stock | (251 | ) | — | — | — | (251 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | 1,500,354 | 537 | (26,474 | ) | 26,474 | 1,500,891 | |||||||||||
| | | | | | | | | | | | | | | | | |
Effect of exchange rate changes | — | — | (4,993 | ) | — | (4,993 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | 16,848 | (12,098 | ) | (1,741 | ) | — | 3,009 | ||||||||||
Cash and cash equivalents at beginning of period | 1,414 | 16,955 | 40,883 | — | 59,252 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 18,262 | $ | 4,857 | $ | 39,142 | $ | — | $ | 62,261 | |||||||
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| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
Year Ended February 1, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by operating activities | $ | 121,115 | $ | 21,941 | $ | 45,874 | $ | — | $ | 188,930 | |||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (95,516 | ) | (6,859 | ) | (5,825 | ) | — | (108,200 | ) | ||||||||
Acquisition of business, net of cash | (94,906 | ) | — | — | — | (94,906 | ) | ||||||||||
Receipts on intercompany long-term receivable | 70,094 | — | — | (70,094 | ) | — | |||||||||||
Proceeds from sales of property and equipment | 4,127 | — | — | — | 4,127 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | (116,201 | ) | (6,859 | ) | (5,825 | ) | (70,094 | ) | (198,979 | ) | |||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from issuance of common stock | 10,739 | — | — | — | 10,739 | ||||||||||||
Payments on intercompany long-term liabilities | — | — | (70,094 | ) | 70,094 | — | |||||||||||
Proceeds from previous term loan | 100,000 | — | — | — | 100,000 | ||||||||||||
Payments on previous term loan | (2,500 | ) | — | — | — | (2,500 | ) | ||||||||||
Deferred financing costs | (1,776 | ) | — | — | — | (1,776 | ) | ||||||||||
Cash dividends paid | (35,549 | ) | — | — | — | (35,549 | ) | ||||||||||
Tax payments related to vested deferred stock units | (3,865 | ) | — | — | — | (3,865 | ) | ||||||||||
Excess tax benefits from share-based plans | 1,404 | 741 | — | — | 2,145 | ||||||||||||
Repurchases of common stock | (152,129 | ) | — | — | — | (152,129 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | (83,676 | ) | 741 | (70,094 | ) | 70,094 | (82,935 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Effect of exchange rate changes | — | — | (3,827 | ) | — | (3,827 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | (78,762 | ) | 15,823 | (33,872 | ) | — | (96,811 | ) | |||||||||
Cash and cash equivalents at beginning of period | 80,176 | 1,132 | 74,755 | — | 156,063 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 1,414 | $ | 16,955 | $ | 40,883 | $ | — | $ | 59,252 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
Year Ended February 2, 2013 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by operating activities | $ | 178,544 | $ | 11,140 | $ | 36,046 | $ | — | $ | 225,730 | |||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (100,752 | ) | (11,952 | ) | (8,729 | ) | — | (121,433 | ) | ||||||||
Receipts on intercompany long-term receivable | 14,000 | — | — | (14,000 | ) | — | |||||||||||
Investments in trademarks, tradenames and other assets | (2,075 | ) | — | — | — | (2,075 | ) | ||||||||||
Proceeds from sales of property and equipment | 33 | — | — | — | 33 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | (88,794 | ) | (11,952 | ) | (8,729 | ) | (14,000 | ) | (123,475 | ) | |||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from issuance of common stock | 8,457 | — | — | — | 8,457 | ||||||||||||
Payments on intercompany long-term liabilities | — | — | (14,000 | ) | 14,000 | — | |||||||||||
Cash dividends paid | (37,084 | ) | — | — | — | (37,084 | ) | ||||||||||
Tax payments related to vested deferred stock units | (4,421 | ) | — | — | — | (4,421 | ) | ||||||||||
Excess tax benefits from share-based plans | 2,264 | 733 | — | — | 2,997 | ||||||||||||
Repurchases of common stock | (41,296 | ) | — | — | — | (41,296 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | (72,080 | ) | 733 | (14,000 | ) | 14,000 | (71,347 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Effect of exchange rate changes | — | — | (151 | ) | — | (151 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | 17,670 | (79 | ) | 13,166 | — | 30,757 | |||||||||||
Cash and cash equivalents at beginning of period | 62,506 | 1,211 | 61,589 | — | 125,306 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 80,176 | $ | 1,132 | $ | 74,755 | $ | — | $ | 156,063 | |||||||
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QUARTERLY_RESULTS_OF_OPERATION
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | 12 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ||||||||||||||
19. QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ||||||||||||||
Our quarterly results of operations reflect all 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 2014 and 2013 are presented below (in thousands, except per share amounts): | ||||||||||||||
Fiscal 2014 Quarters Ended | ||||||||||||||
May 3, | August 2, | November 1, | January 31, | |||||||||||
2014(1) | 2014(2) | 2014(3) | 2015(4) | |||||||||||
Net sales | $ | 630,474 | $ | 803,078 | $ | 890,637 | $ | 928,359 | ||||||
Gross margin | 283,364 | 358,542 | 369,205 | 347,503 | ||||||||||
Net earnings (loss) attributable to common shareholders | $ | 16,486 | $ | 12,256 | $ | 6,793 | $ | (35,922 | ) | |||||
Net earnings (loss) per common share attributable to common shareholders: | ||||||||||||||
Basic(5) | $ | 0.34 | $ | 0.26 | $ | 0.14 | $ | (0.75 | ) | |||||
Diluted(5) | $ | 0.34 | $ | 0.25 | $ | 0.14 | $ | (0.75 | ) | |||||
Fiscal 2013 Quarters Ended | ||||||||||||||
May 4, | August 3, | November 2, | February 1, | |||||||||||
2013 | 2013(6) | 2013(7) | 2014(8) | |||||||||||
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 | ) | |||||
-1 | Includes pre-tax expenses of $26.5 million in costs related to various strategic projects, primarily Jos. A. Bank and cost reduction initiatives. | |||||||||||||
-2 | Includes pre-tax expenses totaling $42.9 million in acquisition and integration costs primarily related to Jos. A. Bank and a loss on extinguishment of debt of $2.2 million. | |||||||||||||
-3 | Includes pre-tax expenses totaling $27.6 million in acquisition and integration costs primarily related to Jos. A. Bank of which $10.6 million is included in cost of sales and the remainder is included in SG&A. | |||||||||||||
-4 | Includes pre-tax expenses totaling $52.0 million in costs related to the arbitration award for JA Holding and acquisition and integration costs primarily related to Jos. A. Bank offset by a pre-tax gain of $3.4 million related to a favorable litigation settlement. | |||||||||||||
-5 | Due to the method of calculating weighted-average common shares outstanding, the sum of the quarterly per share amounts may not equal net (loss) earnings per common share attributable to common shareholders for the respective years. | |||||||||||||
-6 | 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. | |||||||||||||
-7 | 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. | |||||||||||||
-8 | 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. | |||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 31, 2015 | |
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, business casual, 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, Jos. A. Bank Clothiers ("Jos. A. Bank"), Moores Clothing for Men ("Moores"), K&G and the internet at www.menswearhouse.com, www.josbank.com and www.josephabboud.com. Our stores are located throughout the United States ("U.S."), Puerto Rico 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 U.S. and through our Dimensions, Alexandra and Yaffy brands in the United Kingdom ("UK"). We offer our corporate apparel clothing products through multiple channels including managed corporate accounts, catalogs and the internet at www.dimensions.co.uk and www.alexandra.co.uk. In addition, we conduct retail dry cleaning, laundry and heirlooming operations through MW Cleaners in Texas. 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 16 for further segment information. | |
On June 18, 2014, we acquired Jos. A. Bank, a men's specialty apparel retailer, for total cash consideration of approximately $1.8 billion. Based on the manner in which we manage, evaluate and internally report our operations, we determined that Jos. A. Bank is an operating segment that meets the criteria for aggregation into our retail reportable segment. 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. See Notes 2 and 16 for additional details on these acquisitions 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 January 31, 2015 ("fiscal 2014"), February 1, 2014 ("fiscal 2013") and February 2, 2013 ("fiscal 2012"). 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, which consist primarily of receivables from our corporate apparel segment customers. Collectability is reviewed regularly recorded net of an allowance for uncollectible accounts, which is adjusted as necessary. | |
Inventories | |
Inventories—Inventories 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 $102.8 million, $84.9 million and $81.7 million for fiscal 2014, 2013 and 2012, 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 four year period. We make assumptions, based primarily on historical experience, as to the number of times each unit can be rented. Amortization expense was $34.4 million, $32.3 million and $28.3 million for fiscal 2014, 2013 and 2012, 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. | |
Pre-tax non-cash asset impairment charges, which were all related to the retail segment, totaled $0.3 million, $2.2 million and $0.5 million in fiscal 2014, 2013 and 2012, respectively, and are recorded within selling, general and administrative ("SG&A") expenses in our consolidated statement of (loss) earnings. 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. | |
Goodwill and Other Indefinite-Lived Intangible Assets | |
Goodwill and Other Indefinite-Lived Intangible Assets—Goodwill and other indefinite-lived intangible assets are initially recorded at their fair values. 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. | |
Goodwill, which totaled $887.9 million at January 31, 2015, 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 16. 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. As of January 31, 2015, our impairment evaluation of goodwill determined that none of our goodwill was impaired. | |
Indefinite-lived intangible assets are not subject to amortization but are reviewed at least annually for impairment. The indefinite-lived intangible asset impairment evaluation is performed by comparing the fair value of the indefinite-lived intangible assets to their carrying values. We estimate the fair value of these intangible assets based on an income approach using the relief-from-royalty method. This approach is dependent upon a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. As of January 31, 2015, our impairment evaluation of indefinite-lived intangible assets did not result in an impairment charge. | |
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 (loss) 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 15 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 $11.2 million and $11.3 million as of fiscal 2014 and 2013, 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 if the future realization of those tax benefits is not more likely than not. | |
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. Revenues from tuxedo rental, alteration and other services are recognized upon completion of the services. Franchise revenue is recognized when earned under the franchise agreements and are based on a percentage of sales generated by franchise stores. | |
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 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. 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 SG&A expenses in our consolidated statement of (loss) earnings. Pre-tax breakage income of $2.3 million, $1.3 million and $1.5 million was recognized during fiscal 2014, 2013 and 2012, 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 sales. 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 $6.9 million and $6.3 million as of fiscal 2014 and 2013, respectively. | |
Shipping and Handling Costs | |
Shipping and Handling Costs—All shipping and handling costs for product sold are recognized as cost of sales. | |
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, which normally includes a construction period and, for stores, is approximately 60 days prior to the date rent payments begin. | |
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. | |
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 deferred stock units or performance units, (collectively, "DSUs") and restricted stock is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. 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 2014, 2013 and 2012 was $16.5 million, $17.1 million and $16.5 million, respectively. Total income tax benefit recognized in net (loss) earnings for share-based compensation arrangements was $6.4 million, $6.6 million and $6.4 million for fiscal 2014, 2013 and 2012, respectively. Refer to Note 11 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 (Loss) Income | |
Comprehensive (Loss) Income—Comprehensive (loss) 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 (loss) income in a separate statement in the accompanying financial statements. | |
Non-controlling Interest | |
Non-controlling Interest—Historically, non-controlling interest in our consolidated balance sheets represented the proportionate share of equity attributable to the minority shareholders of our consolidated UK subsidiaries and was adjusted each period to reflect the allocation of comprehensive income to or the absorption of comprehensive losses by the non-controlling interest. In fiscal 2014, we purchased the remaining 14% interest in our UK operations. Refer to Note 10 for additional information. | |
Earnings per share | |
Earnings per share—We calculate (loss) 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 (loss) 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 10 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, except as listed below. | |
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The new guidance is effective for annual and interim periods beginning after December 15, 2016 with no early adoption permitted. We are currently evaluating the impact the adoption of this guidance will have on our financial position, results of operations or cash flows. | |
ACQUISITIONS_Tables
ACQUISITIONS (Tables) | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
Jos. A. Bank | |||||||||||
Acquisitions | |||||||||||
Summary of fair values of the identifiable assets acquired and liabilities assumed | |||||||||||
Preliminary | Measurement | Adjusted | |||||||||
valuation at | period | Preliminary | |||||||||
August 2, 2014 | adjustments | valuation at | |||||||||
January 31, 2015 | |||||||||||
Cash | $ | 328.9 | $ | — | $ | 328.9 | |||||
Accounts receivable (mainly credit card receivables) | 7.1 | 1.2 | 8.3 | ||||||||
Inventories | 379.3 | (51.1 | ) | 328.2 | |||||||
Other current assets | 29.3 | 36.6 | 65.9 | ||||||||
Property and equipment | 174.8 | (6.0 | ) | 168.8 | |||||||
Goodwill | 744.7 | 19.5 | 764.2 | ||||||||
Intangible assets | 621.2 | 1 | 622.2 | ||||||||
Accounts payable, accrued expenses and other current liabilities | (177.0 | ) | 16 | (161.0 | ) | ||||||
Other liabilities (mainly deferred income taxes) | (288.0 | ) | (17.2 | ) | (305.2 | ) | |||||
| | | | | | | | | | | |
Total purchase price | 1,820.30 | — | 1,820.30 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Less: Cash acquired | (328.9 | ) | (328.9 | ) | |||||||
| | | | | | | | | | | |
Total purchase price, net of cash acquired | $ | 1,491.40 | $ | 1,491.40 | |||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of unaudited pro forma consolidated financial information | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | ||||||||||
Total net sales | $ | 3,596,820 | $ | 3,505,399 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Net earnings attributable to common shareholders | $ | 50,439 | $ | 66,978 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Net earnings per common share attributable to common shareholders: | |||||||||||
Basic | $ | 1.05 | $ | 1.36 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Diluted | $ | 1.04 | $ | 1.36 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
JA Holding | |||||||||||
Acquisitions | |||||||||||
Summary of fair values of the identifiable assets acquired and liabilities assumed | |||||||||||
Accounts receivable | $ | 12.8 | |||||||||
Inventories | 6.5 | ||||||||||
Other assets | 3.1 | ||||||||||
Property and equipment | 7.3 | ||||||||||
Goodwill | 53.9 | ||||||||||
Tradename | 30 | ||||||||||
Accounts payable, accrued expenses and other current liabilities | (7.2 | ) | |||||||||
Other liabilities | (11.5 | ) | |||||||||
| | | | | |||||||
Total purchase price | $ | 94.9 | |||||||||
| | | | | |||||||
| | | | | |||||||
LOSS_EARNINGS_PER_SHARE_Tables
(LOSS) EARNINGS PER SHARE (Tables) | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
(LOSS) EARNINGS PER SHARE | |||||||||||
Computation of basic and diluted earnings per common share attributable to common shareholders | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Numerator | |||||||||||
Total net (loss) earnings attributable to common shareholders | $ | (387 | ) | $ | 83,791 | $ | 131,716 | ||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) | — | (442 | ) | (1,559 | ) | ||||||
| | | | | | | | | | | |
Net (loss) earnings attributable to common shareholders | $ | (387 | ) | $ | 83,349 | $ | 130,157 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Denominator | |||||||||||
Basic weighted-average common shares outstanding | 47,899 | 48,849 | 50,793 | ||||||||
Dilutive effect of share-based awards | — | 313 | 233 | ||||||||
| | | | | | | | | | | |
Diluted weighted-average common shares outstanding | 47,899 | 49,162 | 51,026 | ||||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Net (loss) earnings per common share attributable to common shareholders: | |||||||||||
Basic | $ | (0.01 | ) | $ | 1.71 | $ | 2.56 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Diluted | $ | (0.01 | ) | $ | 1.7 | $ | 2.55 | ||||
| | | | | | | | | | | |
| | | | | | | | | | | |
DEBT_Tables
DEBT (Tables) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
DEBT | ||||||||
Schedule of long-term debt | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Term Loan (net of unamortized original issue discount of $10.0 million) | $ | 1,087,232 | $ | — | ||||
Senior Notes | 600,000 | — | ||||||
Term loan under Previous Credit Agreement | — | 97,500 | ||||||
| | | | | | | | |
Total long-term debt | 1,687,232 | 97,500 | ||||||
| | | | | | | | |
Current portion of long-term debt | (11,000 | ) | (10,000 | ) | ||||
| | | | | | | | |
Total long-term debt, net of current portion | $ | 1,676,232 | $ | 87,500 | ||||
| | | | | | | | |
| | | | | | | | |
Schedule of future principal payments due on long-term debt in next five years and thereafter | ||||||||
Fiscal Year | ||||||||
2015 | $ | 11,000 | ||||||
2016 | 11,000 | |||||||
2017 | 13,750 | |||||||
2018 | 11,000 | |||||||
2019 | 8,250 | |||||||
Thereafter | 1,642,250 | |||||||
| | | | | ||||
Total debt, before unamortized original issue discount | 1,697,250 | |||||||
Unamortized original issue discount | (10,018 | ) | ||||||
| | | | | ||||
Total | $ | 1,687,232 | ||||||
| | | | | ||||
| | | | | ||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
INCOME TAXES | |||||||||||
Earnings before income taxes | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
United States | $ | (44,346 | ) | $ | 82,061 | $ | 143,215 | ||||
Foreign | 49,722 | 44,747 | 54,457 | ||||||||
| | | | | | | | | | | |
Total | $ | 5,376 | $ | 126,808 | $ | 197,672 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Provision for income taxes | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Current tax expense (benefit): | |||||||||||
Federal | $ | 7,328 | $ | 27,438 | $ | 41,107 | |||||
State | (975 | ) | 3,434 | 5,430 | |||||||
Foreign | 12,225 | 9,447 | 13,892 | ||||||||
Deferred tax expense (benefit): | |||||||||||
Federal and state | (12,450 | ) | 961 | 5,739 | |||||||
Foreign | (657 | ) | 1,311 | (559 | ) | ||||||
| | | | | | | | | | | |
Total | $ | 5,471 | $ | 42,591 | $ | 65,609 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Effective tax rate reconciliation | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | |||||
State income taxes, net of federal benefit | 2.2 | 2.7 | 2.9 | ||||||||
Net change in tax accruals | (0.6 | ) | 0.1 | (0.2 | ) | ||||||
Foreign tax rate differential | (85.0 | ) | (3.2 | ) | (2.3 | ) | |||||
Amortizable tax goodwill | (32.5 | ) | (1.4 | ) | (0.9 | ) | |||||
Non-deductible transaction costs | 187.8 | — | — | ||||||||
Valuation allowance | (10.7 | ) | 0.4 | 0.3 | |||||||
Other | 5.6 | — | (1.6 | ) | |||||||
| | | | | | | | | | | |
101.8 | % | 33.6 | % | 33.2 | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of deferred tax assets and liabilities and the related temporary differences | |||||||||||
January 31, | February 1, | ||||||||||
2015 | 2014 | ||||||||||
Deferred tax assets: | |||||||||||
Accrued rent and other expenses | $ | 54,509 | $ | 43,731 | |||||||
Accrued compensation | 29,533 | 21,457 | |||||||||
Accrued inventory markdowns | 3,776 | 2,471 | |||||||||
Other | 1,149 | 2,013 | |||||||||
Tax loss and other carryforwards | 11,460 | 12,093 | |||||||||
| | | | | | | | ||||
Total deferred tax assets | 100,427 | 81,765 | |||||||||
Valuation allowance | (602 | ) | (1,177 | ) | |||||||
| | | | | | | | ||||
Net deferred tax assets | 99,825 | 80,588 | |||||||||
| | | | | | | | ||||
Deferred tax liabilities: | |||||||||||
Property and equipment | (98,752 | ) | (73,401 | ) | |||||||
Capitalized inventory costs | (28,644 | ) | (4,557 | ) | |||||||
Intangibles | (257,297 | ) | (17,073 | ) | |||||||
| | | | | | | | ||||
Total deferred tax liabilities | (384,693 | ) | (95,031 | ) | |||||||
| | | | | | | | ||||
Net deferred tax liabilities | $ | (284,868 | ) | $ | (14,443 | ) | |||||
| | | | | | | | ||||
| | | | | | | | ||||
Summary of activity related to unrecognized tax benefits | |||||||||||
January 31, | February 1, | ||||||||||
2015 | 2014 | ||||||||||
Gross unrecognized tax benefits, beginning balance | $ | 2,930 | $ | 3,917 | |||||||
Increase in tax positions for prior years | — | 245 | |||||||||
Decrease in tax positions for prior years | (1 | ) | (7 | ) | |||||||
Increase in tax positions due to business combinations | 16,982 | — | |||||||||
Increase in tax positions for current year | 124 | 212 | |||||||||
Decrease in tax positions for current year | — | — | |||||||||
Settlements | (7 | ) | (1,052 | ) | |||||||
Lapse from statute of limitations | (252 | ) | (385 | ) | |||||||
| | | | | | | | ||||
Gross unrecognized tax benefits, ending balance | $ | 19,776 | $ | 2,930 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
INVENTORIES | ||||||||
Schedule of inventories | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Finished goods | $ | 883,323 | $ | 544,962 | ||||
Raw materials and merchandise components | 55,013 | 54,524 | ||||||
| | | | | | | | |
Total inventories | $ | 938,336 | $ | 599,486 | ||||
| | | | | | | | |
| | | | | | | | |
OTHER_CURRENT_ASSETS_ACCRUED_E1
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Tables) | 12 Months Ended | |||||||
Jan. 31, 2015 | ||||||||
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | ||||||||
Other current assets | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Tax receivable | $ | 87,916 | $ | 17,276 | ||||
Prepaid expenses | 39,375 | 33,747 | ||||||
Current deferred tax assets | 23,777 | 33,148 | ||||||
Other | 24,506 | 9,035 | ||||||
| | | | | | | | |
Total other current assets | $ | 175,574 | $ | 93,206 | ||||
| | | | | | | | |
| | | | | | | | |
Accrued expenses and other current liabilities | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Accrued salary, bonus, sabbatical, vacation and other benefits | $ | 83,515 | $ | 58,127 | ||||
Unredeemed gift certificates | 39,563 | 15,589 | ||||||
Accrued workers compensation and medical costs | 28,814 | 22,055 | ||||||
Sales, value added, payroll, property and other taxes payable | 28,765 | 19,184 | ||||||
Customer deposits, prepayments and refunds payable | 24,540 | 22,617 | ||||||
Accrued interest | 15,715 | 410 | ||||||
Cash dividends declared | 8,987 | 8,963 | ||||||
Accrued strategic professional fees | 7,566 | 9,338 | ||||||
Loyalty program reward certificates | 6,889 | 6,321 | ||||||
Other | 24,581 | 13,193 | ||||||
| | | | | | | | |
Total accrued expenses and other current liabilities | $ | 268,935 | $ | 175,797 | ||||
| | | | | | | | |
| | | | | | | | |
Deferred taxes and other liabilities | ||||||||
January 31, | February 1, | |||||||
2015 | 2014 | |||||||
Non-current deferred and other income tax liabilities | $ | 328,271 | $ | 51,604 | ||||
Deferred rent and landlord incentives | 61,475 | 55,923 | ||||||
Unfavorable lease liabilities | 12,040 | 321 | ||||||
Other | 7,540 | 1,444 | ||||||
| | | | | | | | |
Total deferred taxes and other liabilities | $ | 409,326 | $ | 109,292 | ||||
| | | | | | | | |
| | | | | | | | |
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||
Summary of components of accumulated other comprehensive income | ||||||||||||||
Foreign | Interest | Pension | Total | |||||||||||
Currency | Rate | Plan | ||||||||||||
Translation | Swap | |||||||||||||
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 | |||||||||
Other comprehensive (loss) income before reclassifications | (31,942 | (1,665 | 226 | (33,381 | ||||||||||
) | ) | ) | ||||||||||||
Amounts reclassified from accumulated other comprehensive income | — | 399 | — | 399 | ||||||||||
| | | | | | | | | | | | | | |
Net other comprehensive (loss) income | (31,942 | ) | (1,266 | ) | 226 | (32,982 | ) | |||||||
| | | | | | | | | | | | | | |
BALANCE—January 31, 2015 | $ | (4,232 | ) | $ | (1,665 | ) | $ | 226 | $ | (5,671 | ) | |||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
SHARE_REPURCHASES_TREASURY_STO1
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST (Tables) | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | |||||||||||
Summary of common stock repurchases | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Shares repurchased(1) | 5,349 | 4,147,983 | 1,128,525 | ||||||||
Total costs | $ | 251 | $ | 152,129 | $ | 41,296 | |||||
Average price per share | $ | 46.93 | $ | 36.68 | $ | 36.59 | |||||
-1 | Includes 5,349, 5,378 and 7,041 shares, respectively, repurchased in private transactions to satisfy minimum tax withholding obligations arising upon the vesting of certain restricted stock. | ||||||||||
Schedule of changes in treasury shares | |||||||||||
Treasury | |||||||||||
Shares | |||||||||||
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 | ||||||||||
| | | | | |||||||
Purchases of common stock | 100 | ||||||||||
Retirement of common stock | (100 | ) | |||||||||
Reissuance of common stock | (8,805 | ) | |||||||||
| | | | | |||||||
Balance, January 31, 2015 | 129,095 | ||||||||||
| | | | | |||||||
| | | | | |||||||
EQUITY_AND_SHAREBASED_COMPENSA1
EQUITY AND SHARE-BASED COMPENSATION PLANS (Tables) | 12 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
EQUITY AND SHARE-BASED COMPENSATION PLANS | ||||||||||||||
Summary of DSU activity | ||||||||||||||
Shares | Weighted-Average | |||||||||||||
Grant-Date Fair Value | ||||||||||||||
Time- | Performance- | Time- | Performance- | |||||||||||
Based | Based(2) | Based | Based | |||||||||||
Non-Vested at February 1, 2014 | 573,042 | 82,558 | $ | 32.95 | $ | 33.09 | ||||||||
Granted | 259,908 | 92,728 | 47.78 | 53.22 | ||||||||||
Vested(1) | (419,283 | ) | (1,134 | ) | 32.81 | 33.09 | ||||||||
Forfeited | (35,149 | ) | (3,363 | ) | 39.64 | 37.07 | ||||||||
| | | | | | | | | | | | | | |
Non-Vested at January 31, 2015 | 378,518 | 170,789 | $ | 42.67 | $ | 43.94 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
-1 | Includes 142,286 shares relinquished for tax payments related to vested DSUs in fiscal 2014. | |||||||||||||
-2 | Includes 18,789 of performance-based DSU's and 73,939 of performance units, respectively, which are further described below. | |||||||||||||
Summary of additional information about DSUs | ||||||||||||||
Fiscal Year | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
DSUs issued | 352,636 | 559,489 | 350,284 | |||||||||||
Weighted average grant date fair value | $ | 49.21 | $ | 33.26 | $ | 39.37 | ||||||||
Summary of restricted stock activity | ||||||||||||||
Shares | Weighted- | |||||||||||||
Average | ||||||||||||||
Grant-Date | ||||||||||||||
Fair Value | ||||||||||||||
Non-Vested at February 1, 2014 | 80,919 | $ | 31.36 | |||||||||||
Granted | 30,116 | 49.36 | ||||||||||||
Vested | (43,245 | ) | 36.12 | |||||||||||
Forfeited | — | — | ||||||||||||
| | | | | | | | |||||||
Non-Vested at January 31, 2015 | 67,790 | $ | 37.05 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Summary of additional information about restricted stock | ||||||||||||||
Fiscal Year | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Restricted stock issued | 30,116 | 23,577 | 22,407 | |||||||||||
Weighted average grant date fair value | $ | 49.36 | $ | 40.29 | $ | 31.23 | ||||||||
Fair value of shares vested (in millions) | $ | 1.6 | $ | 1.3 | $ | 1.2 | ||||||||
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 1, 2014 | 645,990 | $ | 28.8 | |||||||||||
Granted | 256,790 | 49.13 | ||||||||||||
Exercised | (174,340 | ) | 26.1 | |||||||||||
Forfeited | (68,157 | ) | 20.51 | |||||||||||
Expired | — | — | ||||||||||||
| | | | | | | | | | | | | ||
Outstanding at January 31, 2015 | 660,283 | $ | 38.28 | 6.3 Years | $ | 6,087 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Vested or expected to vest at January 31, 2015 | 647,406 | $ | 38.09 | 6.2 Years | $ | 6,068 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Exercisable at January 31, 2015 | 270,222 | $ | 31.82 | 4.4 Years | $ | 3,960 | ||||||||
| | | | | | | | | | | | | ||
| | | | | | | | | | | | | ||
Weighted-average assumptions used to calculate fair value of stock options | ||||||||||||||
Fiscal Year | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Risk-free interest rates | 1.79 | % | 0.76 | % | 1.09 | % | ||||||||
Expected lives | 5.0 years | 5.0 years | 5.0 years | |||||||||||
Dividend yield | 1.58 | % | 2.20 | % | 2.07 | % | ||||||||
Expected volatility | 42.77 | % | 55.00 | % | 58.67 | % | ||||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
GOODWILL AND INTANGIBLE ASSETS | |||||||||||
Changes in the net carrying amount of goodwill | |||||||||||
Retail | Corporate | Total | |||||||||
Apparel | |||||||||||
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 | |||||
Goodwill of acquired businesses | 767,346 | — | 767,346 | ||||||||
Translation adjustment | (3,085 | ) | (2,328 | ) | (5,413 | ) | |||||
| | | | | | | | | | | |
Balance, January 31, 2015 | $ | 861,180 | $ | 26,756 | $ | 887,936 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Gross carrying amount and accumulated amortization of intangible assets | |||||||||||
January 31, | February 1, | ||||||||||
2015 | 2014 | ||||||||||
Amortizable intangible assets: | |||||||||||
Carrying amount: | |||||||||||
Trademarks and tradenames | $ | 16,448 | $ | 12,012 | |||||||
Favorable leases | 24,400 | — | |||||||||
Customer relationships | 84,788 | 33,602 | |||||||||
| | | | | | | | ||||
Total carrying amount | 125,636 | 45,614 | |||||||||
| | | | | | | | ||||
Accumulated amortization: | |||||||||||
Trademarks and tradenames | (9,331 | ) | (9,007 | ) | |||||||
Favorable leases | (1,883 | ) | — | ||||||||
Customer relationships | (16,468 | ) | (9,895 | ) | |||||||
| | | | | | | | ||||
Total accumulated amortization | (27,682 | ) | (18,902 | ) | |||||||
| | | | | | | | ||||
Total amortizable intangible assets, net | 97,954 | 26,712 | |||||||||
| | | | | | | | ||||
Indefinite-lived intangible assets: | |||||||||||
Trademarks and tradename | 570,305 | 31,315 | |||||||||
| | | | | | | | ||||
Total intangible assets, net | $ | 668,259 | $ | 58,027 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
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 January 31, 2015— | ||||||||||||||
Assets: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 878 | $ | — | $ | 878 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 2,729 | $ | — | $ | 2,729 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
At February 1, 2014— | ||||||||||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 1,137 | $ | — | $ | 1,137 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of fair value and carrying value of long-term debt | ||||||||||||||
January 31, 2015 | February 1, 2014 | |||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||
Long-term debt, including current maturities | $ | 1,687,232 | $ | 1,706,546 | $ | 97,500 | $ | 97,500 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
SEGMENT_REPORTING_Tables
SEGMENT REPORTING (Tables) | 12 Months Ended | ||||||||||
Jan. 31, 2015 | |||||||||||
SEGMENT REPORTING | |||||||||||
Net sales by brand and reportable segment | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net sales: | |||||||||||
MW(1) | $ | 1,686,850 | $ | 1,606,218 | $ | 1,581,122 | |||||
Jos. A. Bank | 684,023 | — | — | ||||||||
Moores | 258,347 | 254,371 | 273,978 | ||||||||
K&G | 334,043 | 336,222 | 365,945 | ||||||||
MW Cleaners | 31,909 | 29,611 | 27,804 | ||||||||
| | | | | | | | | | | |
Total retail segment | 2,995,172 | 2,226,422 | 2,248,849 | ||||||||
| | | | | | | | | | | |
Twin Hill | 40,536 | 37,678 | 29,513 | ||||||||
Dimensions and Alexandra (UK) | 216,840 | 209,133 | 209,916 | ||||||||
| | | | | | | | | | | |
Total corporate apparel segment | 257,376 | 246,811 | 239,429 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 3,252,548 | $ | 2,473,233 | $ | 2,488,278 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
-1 | MW includes Men's Wearhouse and Men's Wearhouse and Tux stores and JA Holding. | ||||||||||
Supplemental products and services sales information | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net sales: | |||||||||||
Men's tailored clothing product | $ | 1,255,349 | $ | 904,223 | $ | 919,447 | |||||
Men's non-tailored clothing product | 1,024,368 | 686,514 | 690,605 | ||||||||
Ladies clothing product | 74,425 | 73,542 | 81,196 | ||||||||
Other | 11,321 | 3,256 | — | ||||||||
| | | | | | | | | | | |
Total retail clothing product | 2,365,463 | 1,667,535 | 1,691,248 | ||||||||
| | | | | | | | | | | |
Tuxedo rental services | 442,866 | 411,864 | 406,454 | ||||||||
Alteration services | 154,934 | 117,412 | 123,343 | ||||||||
Retail dry cleaning services | 31,909 | 29,611 | 27,804 | ||||||||
| | | | | | | | | | | |
Total alteration and other services | 186,843 | 147,023 | 151,147 | ||||||||
| | | | | | | | | | | |
Corporate apparel clothing product | 257,376 | 246,811 | 239,429 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 3,252,548 | $ | 2,473,233 | $ | 2,488,278 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Operating income by reportable segment and the reconciliation to earnings before income taxes | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Operating income: | |||||||||||
Retail | $ | 63,281 | $ | 120,247 | $ | 194,679 | |||||
Corporate apparel | 9,929 | 9,381 | 3,889 | ||||||||
| | | | | | | | | | | |
Operating income | 73,210 | 129,628 | 198,568 | ||||||||
Interest income | 356 | 385 | 648 | ||||||||
Interest expense | (66,032 | ) | (3,205 | ) | (1,544 | ) | |||||
Loss on extinguishment of debt | (2,158 | ) | — | — | |||||||
| | | | | | | | | | | |
Earnings before income taxes | $ | 5,376 | $ | 126,808 | $ | 197,672 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Capital expenditures by reportable segment | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Capital expenditures: | |||||||||||
Retail | $ | 92,602 | $ | 105,781 | $ | 117,796 | |||||
Corporate apparel | 3,818 | 2,419 | 3,637 | ||||||||
| | | | | | | | | | | |
Total capital expenditures | $ | 96,420 | $ | 108,200 | $ | 121,433 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Depreciation and amortization expense by reportable segment | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Depreciation and amortization expense: | |||||||||||
Retail | $ | 106,140 | $ | 82,084 | $ | 77,680 | |||||
Corporate apparel | 6,519 | 6,665 | 7,299 | ||||||||
| | | | | | | | | | | |
Total depreciation and amortization expense | $ | 112,659 | $ | 88,749 | $ | 84,979 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Total assets by reportable segment | |||||||||||
January 31, | February 1, | ||||||||||
2015 | 2014 | ||||||||||
Segment assets: | |||||||||||
Retail | $ | 3,309,026 | $ | 1,306,677 | |||||||
Corporate apparel | 237,732 | 248,553 | |||||||||
| | | | | | | | ||||
Total assets | $ | 3,546,758 | $ | 1,555,230 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Net sales and long-lived assets by geographical areas | |||||||||||
Fiscal Year | |||||||||||
2014 | 2013 | 2012 | |||||||||
Net sales: | |||||||||||
U.S. | $ | 2,777,361 | $ | 2,009,729 | $ | 2,004,384 | |||||
Canada | 258,347 | 254,371 | 273,978 | ||||||||
UK | 216,840 | 209,133 | 209,916 | ||||||||
| | | | | | | | | | | |
Total net sales | $ | 3,252,548 | $ | 2,473,233 | $ | 2,488,278 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
January 31, 2015 | February 1, 2014 | ||||||||||
Long-lived assets, net (including tuxedo rental product): | |||||||||||
U.S. | $ | 644,277 | $ | 490,665 | |||||||
Canada | 41,682 | 47,082 | |||||||||
UK | 12,787 | 13,231 | |||||||||
| | | | | | | | ||||
Total long-lived assets | $ | 698,746 | $ | 550,978 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Jan. 31, 2015 | |||||
COMMITMENTS AND CONTINGENCIES | |||||
Minimum future rental payments under noncancelable operating leases | |||||
Fiscal Year | Operating Leases | ||||
2015 | $ | 262,695 | |||
2016 | 235,939 | ||||
2017 | 198,330 | ||||
2018 | 162,601 | ||||
2019 | 133,710 | ||||
Thereafter | 361,402 | ||||
| | | | | |
Total | $ | 1,354,677 | |||
| | | | | |
| | | | | |
CONDENSED_CONSOLIDATING_FINANC1
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended | ||||||||||||||||
Jan. 31, 2015 | |||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 18,262 | $ | 4,857 | $ | 39,142 | $ | — | $ | 62,261 | |||||||
Accounts receivable, net | 20,304 | 422,930 | 35,303 | (405,271 | ) | 73,266 | |||||||||||
Inventories | 285,309 | 510,651 | 142,376 | — | 938,336 | ||||||||||||
Other current assets | 111,272 | 58,792 | 5,510 | — | 175,574 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 435,147 | 997,230 | 222,331 | (405,271 | ) | 1,249,437 | |||||||||||
Property, plant and equipment, net | 306,597 | 221,454 | 38,023 | — | 566,074 | ||||||||||||
Tuxedo rental product, net | 107,908 | 8,318 | 16,446 | — | 132,672 | ||||||||||||
Goodwill | 6,159 | 834,470 | 47,307 | — | 887,936 | ||||||||||||
Intangible assets, net | 293 | 645,388 | 22,578 | — | 668,259 | ||||||||||||
Investments in subsidiaries | 2,405,680 | — | — | (2,405,680 | ) | — | |||||||||||
Other assets | 75,060 | 681 | 9,671 | (43,032 | ) | 42,380 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 3,336,844 | $ | 2,707,541 | $ | 356,356 | $ | (2,853,983 | ) | $ | 3,546,758 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND | |||||||||||||||||
SHAREHOLDERS' EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable | $ | 449,102 | $ | 120,499 | $ | 45,537 | $ | (405,271 | ) | $ | 209,867 | ||||||
Accrued expenses and other current liabilities | 145,943 | 101,363 | 23,238 | — | 270,544 | ||||||||||||
Current maturities of long-term debt | 11,000 | — | — | — | 11,000 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 606,045 | 221,862 | 68,775 | (405,271 | ) | 491,411 | |||||||||||
Long-term debt | 1,676,232 | — | 33,432 | (33,432 | ) | 1,676,232 | |||||||||||
Deferred taxes and other liabilities | 84,778 | 323,376 | 10,772 | (9,600 | ) | 409,326 | |||||||||||
Shareholders' equity | 969,789 | 2,162,303 | 243,377 | (2,405,680 | ) | 969,789 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | $ | 3,336,844 | $ | 2,707,541 | $ | 356,356 | $ | (2,853,983 | ) | $ | 3,546,758 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
February 1, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 1,414 | $ | 16,955 | $ | 40,883 | $ | — | $ | 59,252 | |||||||
Accounts receivable, net | 38,250 | 38,924 | 44,121 | (58,142 | ) | 63,153 | |||||||||||
Inventories | 250,598 | 209,348 | 139,540 | — | 599,486 | ||||||||||||
Other current assets | 74,818 | 12,382 | 6,006 | — | 93,206 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current assets | 365,080 | 277,609 | 230,550 | (58,142 | ) | 815,097 | |||||||||||
Property, plant and equipment, net | 306,007 | 62,717 | 39,438 | — | 408,162 | ||||||||||||
Tuxedo rental product, net | 117,733 | 4,206 | 20,877 | — | 142,816 | ||||||||||||
Goodwill | 7,565 | 65,720 | 52,718 | — | 126,003 | ||||||||||||
Intangible assets, net | 401 | 30,000 | 27,626 | — | 58,027 | ||||||||||||
Investments in subsidiaries | 562,082 | — | — | (562,082 | ) | — | |||||||||||
Other assets | 59,893 | 5,015 | 10,923 | (70,706 | ) | 5,125 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total assets | $ | 1,418,761 | $ | 445,267 | $ | 382,132 | $ | (690,930 | ) | $ | 1,555,230 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
LIABILITIES AND | |||||||||||||||||
SHAREHOLDERS' EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable | $ | 88,005 | $ | 77,917 | $ | 40,982 | $ | (58,142 | ) | $ | 148,762 | ||||||
Accrued expenses and other current liabilities | 122,455 | 29,925 | 24,147 | — | 176,527 | ||||||||||||
Current maturities of long-term debt | 10,000 | — | — | — | 10,000 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Total current liabilities | 220,460 | 107,842 | 65,129 | (58,142 | ) | 335,289 | |||||||||||
Long-term debt | 87,500 | — | 59,906 | (59,906 | ) | 87,500 | |||||||||||
Deferred taxes and other liabilities | 87,652 | 19,699 | 12,741 | (10,800 | ) | 109,292 | |||||||||||
Shareholders' equity: | |||||||||||||||||
Controlling interest | 1,009,135 | 317,726 | 230,342 | (548,068 | ) | 1,009,135 | |||||||||||
Noncontrolling interest | 14,014 | — | 14,014 | (14,014 | ) | 14,014 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total shareholders' equity | 1,023,149 | 317,726 | 244,356 | (562,082 | ) | 1,023,149 | |||||||||||
| | | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | $ | 1,418,761 | $ | 445,267 | $ | 382,132 | $ | (690,930 | ) | $ | 1,555,230 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Earnings | |||||||||||||||||
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of (Loss) Earnings | |||||||||||||||||
Year Ended January 31, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net sales | $ | 1,682,183 | $ | 1,648,649 | $ | 475,187 | $ | (553,471 | ) | $ | 3,252,548 | ||||||
Cost of sales | 883,295 | 1,273,684 | 290,426 | (553,471 | ) | 1,893,934 | |||||||||||
| | | | | | | | | | | | | | | | | |
Gross margin | 798,888 | 374,965 | 184,761 | — | 1,358,614 | ||||||||||||
Operating expenses | 824,673 | 342,771 | 133,956 | (15,996 | ) | 1,285,404 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating (loss) income | (25,785 | ) | 32,194 | 50,805 | 15,996 | 73,210 | |||||||||||
Other income and expenses, net | 14,438 | 1,558 | — | (15,996 | ) | — | |||||||||||
Interest income | 1,998 | 1,605 | 306 | (3,553 | ) | 356 | |||||||||||
Interest expense | (67,264 | ) | (931 | ) | (1,390 | ) | 3,553 | (66,032 | ) | ||||||||
Loss on extinguishment of debt | (2,158 | ) | — | — | — | (2,158 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Earnings (loss) before income taxes | (78,771 | ) | 34,426 | 49,721 | — | 5,376 | |||||||||||
Provision (benefit) for income taxes | (21,462 | ) | 15,363 | 11,570 | — | 5,471 | |||||||||||
| | | | | | | | | | | | | | | | | |
Earnings before equity in net income of subsidiaries | (57,309 | ) | 19,063 | 38,151 | — | (95 | ) | ||||||||||
Equity in earnings of subsidiaries | 57,214 | — | — | (57,214 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) earnings including non-controlling interest | (95 | ) | 19,063 | 38,151 | (57,214 | ) | (95 | ) | |||||||||
Net earnings attributable to non-controlling interest | (292 | ) | — | (292 | ) | 292 | (292 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net (loss) earnings attributable to common shareholders | $ | (387 | ) | $ | 19,063 | $ | 37,859 | $ | (56,922 | ) | $ | (387 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Comprehensive income (loss) | $ | (33,369 | ) | $ | 19,289 | $ | 5,917 | $ | (25,206 | ) | $ | (33,369 | ) | ||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Earnings | |||||||||||||||||
Year Ended February 1, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net sales | $ | 1,596,991 | $ | 942,138 | $ | 463,504 | $ | (529,400 | ) | $ | 2,473,233 | ||||||
Cost of sales | 830,473 | 796,764 | 286,386 | (529,400 | ) | 1,384,223 | |||||||||||
| | | | | | | | | | | | | | | | | |
Gross margin | 766,518 | 145,374 | 177,118 | — | 1,089,010 | ||||||||||||
Operating expenses | 708,099 | 135,098 | 130,621 | (14,436 | ) | 959,382 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating income | 58,419 | 10,276 | 46,497 | 14,436 | 129,628 | ||||||||||||
Other income and expenses, net | 13,708 | 728 | — | (14,436 | ) | — | |||||||||||
Interest income | 2,484 | 411 | 361 | (2,871 | ) | 385 | |||||||||||
Interest expense | (3,504 | ) | (462 | ) | (2,110 | ) | 2,871 | (3,205 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Earnings before income taxes | 71,107 | 10,953 | 44,748 | — | 126,808 | ||||||||||||
Provision for income taxes | 26,240 | 5,592 | 10,759 | — | 42,591 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Earnings before equity in net income of subsidiaries | 44,867 | 5,361 | 33,989 | — | 84,217 | ||||||||||||
Equity in earnings of subsidiaries | 39,350 | — | — | (39,350 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net earnings including non-controlling interest | 84,217 | 5,361 | 33,989 | (39,350 | ) | 84,217 | |||||||||||
Net earnings attributable to non-controlling interest | (426 | ) | — | (426 | ) | 426 | (426 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net earnings attributable to common shareholders | $ | 83,791 | $ | 5,361 | $ | 33,563 | $ | (38,924 | ) | $ | 83,791 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Comprehensive income | $ | 74,178 | $ | 5,361 | $ | 24,349 | $ | (29,710 | ) | $ | 74,178 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Earnings | |||||||||||||||||
Year Ended February 2, 2013 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net sales | $ | 1,581,121 | $ | 981,384 | $ | 483,894 | $ | (558,121 | ) | $ | 2,488,278 | ||||||
Cost of sales | 845,459 | 799,051 | 293,741 | (558,121 | ) | 1,380,130 | |||||||||||
| | | | | | | | | | | | | | | | | |
Gross margin | 735,662 | 182,333 | 190,153 | — | 1,108,148 | ||||||||||||
Operating expenses | 664,153 | 127,717 | 133,264 | (15,554 | ) | 909,580 | |||||||||||
| | | | | | | | | | | | | | | | | |
Operating income | 71,509 | 54,616 | 56,889 | 15,554 | 198,568 | ||||||||||||
Other income and expenses, net | 13,941 | 1,613 | — | (15,554 | ) | — | |||||||||||
Interest income | 3,453 | 358 | 579 | (3,742 | ) | 648 | |||||||||||
Interest expense | (1,755 | ) | (519 | ) | (3,012 | ) | 3,742 | (1,544 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
Earnings before income taxes | 87,148 | 56,068 | 54,456 | — | 197,672 | ||||||||||||
Provision for income taxes | 40,245 | 13,364 | 12,000 | — | 65,609 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Earnings before equity in net income of subsidiaries | 46,903 | 42,704 | 42,456 | — | 132,063 | ||||||||||||
Equity in earnings of subsidiaries | 85,160 | — | — | (85,160 | ) | — | |||||||||||
| | | | | | | | | | | | | | | | | |
Net earnings including non-controlling interest | 132,063 | 42,704 | 42,456 | (85,160 | ) | 132,063 | |||||||||||
Net earnings attributable to non-controlling interest | (347 | ) | — | (347 | ) | 347 | (347 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Net earnings attributable to common shareholders | $ | 131,716 | $ | 42,704 | $ | 42,109 | $ | (84,813 | ) | $ | 131,716 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Comprehensive income | $ | 131,719 | $ | 42,704 | $ | 42,112 | $ | (84,816 | ) | $ | 131,719 | ||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
Year Ended January 31, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by (used in) operating activities | $ | 378,293 | $ | (323,585 | ) | $ | 40,056 | $ | — | $ | 94,764 | ||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (68,125 | ) | (17,965 | ) | (10,330 | ) | — | (96,420 | ) | ||||||||
Acquisition of business, net of cash | (1,820,308 | ) | 328,915 | — | — | (1,491,393 | ) | ||||||||||
Receipts on intercompany long-term receivable | 26,474 | — | — | (26,474 | ) | — | |||||||||||
Proceeds from sales of property and equipment | 160 | — | — | — | 160 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by investing activities | (1,861,799 | ) | 310,950 | (10,330 | ) | (26,474 | ) | (1,587,653 | ) | ||||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from new term loan | 1,089,000 | — | — | — | 1,089,000 | ||||||||||||
Payments on new term loan | (2,750 | ) | — | — | — | (2,750 | ) | ||||||||||
Proceeds from asset-based revolving credit facility | 348,000 | — | — | — | 348,000 | ||||||||||||
Payments on asset-based revolving credit facility | (348,000 | ) | — | — | — | (348,000 | ) | ||||||||||
Proceeds from issuance of senior notes | 600,000 | — | — | — | 600,000 | ||||||||||||
Deferred financing costs | (51,080 | ) | — | — | — | (51,080 | ) | ||||||||||
Payments on previous term loan | (97,500 | ) | — | — | — | (97,500 | ) | ||||||||||
Payments on intercompany long-term liabilities | — | — | (26,474 | ) | 26,474 | — | |||||||||||
Cash dividends paid | (34,785 | ) | — | — | — | (34,785 | ) | ||||||||||
Purchase of non-controlling interest | (6,651 | ) | — | — | — | (6,651 | ) | ||||||||||
Proceeds from issuance of common stock | 8,082 | — | — | — | 8,082 | ||||||||||||
Tax payments related to vested deferred stock units | (6,940 | ) | — | — | — | (6,940 | ) | ||||||||||
Excess tax benefits from share-based plans | 3,229 | 537 | — | — | 3,766 | ||||||||||||
Repurchases of common stock | (251 | ) | — | — | — | (251 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | 1,500,354 | 537 | (26,474 | ) | 26,474 | 1,500,891 | |||||||||||
| | | | | | | | | | | | | | | | | |
Effect of exchange rate changes | — | — | (4,993 | ) | — | (4,993 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | 16,848 | (12,098 | ) | (1,741 | ) | — | 3,009 | ||||||||||
Cash and cash equivalents at beginning of period | 1,414 | 16,955 | 40,883 | — | 59,252 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 18,262 | $ | 4,857 | $ | 39,142 | $ | — | $ | 62,261 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
Year Ended February 1, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by operating activities | $ | 121,115 | $ | 21,941 | $ | 45,874 | $ | — | $ | 188,930 | |||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (95,516 | ) | (6,859 | ) | (5,825 | ) | — | (108,200 | ) | ||||||||
Acquisition of business, net of cash | (94,906 | ) | — | — | — | (94,906 | ) | ||||||||||
Receipts on intercompany long-term receivable | 70,094 | — | — | (70,094 | ) | — | |||||||||||
Proceeds from sales of property and equipment | 4,127 | — | — | — | 4,127 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | (116,201 | ) | (6,859 | ) | (5,825 | ) | (70,094 | ) | (198,979 | ) | |||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from issuance of common stock | 10,739 | — | — | — | 10,739 | ||||||||||||
Payments on intercompany long-term liabilities | — | — | (70,094 | ) | 70,094 | — | |||||||||||
Proceeds from previous term loan | 100,000 | — | — | — | 100,000 | ||||||||||||
Payments on previous term loan | (2,500 | ) | — | — | — | (2,500 | ) | ||||||||||
Deferred financing costs | (1,776 | ) | — | — | — | (1,776 | ) | ||||||||||
Cash dividends paid | (35,549 | ) | — | — | — | (35,549 | ) | ||||||||||
Tax payments related to vested deferred stock units | (3,865 | ) | — | — | — | (3,865 | ) | ||||||||||
Excess tax benefits from share-based plans | 1,404 | 741 | — | — | 2,145 | ||||||||||||
Repurchases of common stock | (152,129 | ) | — | — | — | (152,129 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | (83,676 | ) | 741 | (70,094 | ) | 70,094 | (82,935 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Effect of exchange rate changes | — | — | (3,827 | ) | — | (3,827 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | (78,762 | ) | 15,823 | (33,872 | ) | — | (96,811 | ) | |||||||||
Cash and cash equivalents at beginning of period | 80,176 | 1,132 | 74,755 | — | 156,063 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 1,414 | $ | 16,955 | $ | 40,883 | $ | — | $ | 59,252 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
The Men's Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
Year Ended February 2, 2013 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men's | Guarantor | Non-Guarantor | Eliminations | Consolidated | |||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | |||||||||||||||
Net cash provided by operating activities | $ | 178,544 | $ | 11,140 | $ | 36,046 | $ | — | $ | 225,730 | |||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (100,752 | ) | (11,952 | ) | (8,729 | ) | — | (121,433 | ) | ||||||||
Receipts on intercompany long-term receivable | 14,000 | — | — | (14,000 | ) | — | |||||||||||
Investments in trademarks, tradenames and other assets | (2,075 | ) | — | — | — | (2,075 | ) | ||||||||||
Proceeds from sales of property and equipment | 33 | — | — | — | 33 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Net cash used in investing activities | (88,794 | ) | (11,952 | ) | (8,729 | ) | (14,000 | ) | (123,475 | ) | |||||||
| | | | | | | | | | | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from issuance of common stock | 8,457 | — | — | — | 8,457 | ||||||||||||
Payments on intercompany long-term liabilities | — | — | (14,000 | ) | 14,000 | — | |||||||||||
Cash dividends paid | (37,084 | ) | — | — | — | (37,084 | ) | ||||||||||
Tax payments related to vested deferred stock units | (4,421 | ) | — | — | — | (4,421 | ) | ||||||||||
Excess tax benefits from share-based plans | 2,264 | 733 | — | — | 2,997 | ||||||||||||
Repurchases of common stock | (41,296 | ) | — | — | — | (41,296 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Net cash (used in) provided by financing activities | (72,080 | ) | 733 | (14,000 | ) | 14,000 | (71,347 | ) | |||||||||
| | | | | | | | | | | | | | | | | |
Effect of exchange rate changes | — | — | (151 | ) | — | (151 | ) | ||||||||||
| | | | | | | | | | | | | | | | | |
Increase (decrease) in cash and cash equivalents | 17,670 | (79 | ) | 13,166 | — | 30,757 | |||||||||||
Cash and cash equivalents at beginning of period | 62,506 | 1,211 | 61,589 | — | 125,306 | ||||||||||||
| | | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | $ | 80,176 | $ | 1,132 | $ | 74,755 | $ | — | $ | 156,063 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
QUARTERLY_RESULTS_OF_OPERATION1
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Jan. 31, 2015 | ||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | ||||||||||||||
Consolidated results of operations by quarter | ||||||||||||||
Fiscal 2014 Quarters Ended | ||||||||||||||
May 3, | August 2, | November 1, | January 31, | |||||||||||
2014(1) | 2014(2) | 2014(3) | 2015(4) | |||||||||||
Net sales | $ | 630,474 | $ | 803,078 | $ | 890,637 | $ | 928,359 | ||||||
Gross margin | 283,364 | 358,542 | 369,205 | 347,503 | ||||||||||
Net earnings (loss) attributable to common shareholders | $ | 16,486 | $ | 12,256 | $ | 6,793 | $ | (35,922 | ) | |||||
Net earnings (loss) per common share attributable to common shareholders: | ||||||||||||||
Basic(5) | $ | 0.34 | $ | 0.26 | $ | 0.14 | $ | (0.75 | ) | |||||
Diluted(5) | $ | 0.34 | $ | 0.25 | $ | 0.14 | $ | (0.75 | ) | |||||
Fiscal 2013 Quarters Ended | ||||||||||||||
May 4, | August 3, | November 2, | February 1, | |||||||||||
2013 | 2013(6) | 2013(7) | 2014(8) | |||||||||||
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 | ) | |||||
-1 | Includes pre-tax expenses of $26.5 million in costs related to various strategic projects, primarily Jos. A. Bank and cost reduction initiatives. | |||||||||||||
-2 | Includes pre-tax expenses totaling $42.9 million in acquisition and integration costs primarily related to Jos. A. Bank and a loss on extinguishment of debt of $2.2 million. | |||||||||||||
-3 | Includes pre-tax expenses totaling $27.6 million in acquisition and integration costs primarily related to Jos. A. Bank of which $10.6 million is included in cost of sales and the remainder is included in SG&A. | |||||||||||||
-4 | Includes pre-tax expenses totaling $52.0 million in costs related to the arbitration award for JA Holding and acquisition and integration costs primarily related to Jos. A. Bank offset by a pre-tax gain of $3.4 million related to a favorable litigation settlement. | |||||||||||||
-5 | Due to the method of calculating weighted-average common shares outstanding, the sum of the quarterly per share amounts may not equal net (loss) earnings per common share attributable to common shareholders for the respective years. | |||||||||||||
-6 | 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. | |||||||||||||
-7 | 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. | |||||||||||||
-8 | 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. | |||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 12 Months Ended | 0 Months Ended |
In Billions, unless otherwise specified | Jan. 31, 2015 | Jun. 18, 2014 |
segment | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Number of reportable segments | 2 | |
Jos. A. Bank | ||
Acquisitions | ||
Total cash consideration | $1.80 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Length of fiscal year | 364 days | 364 days | 371 days |
Property, Plant and Equipment | |||
Depreciation expense | $102.80 | $84.90 | $81.70 |
Building | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful lives | 10 years | ||
Building | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful lives | 25 years | ||
Leasehold Improvements | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful lives | 5 years | ||
Leasehold Improvements | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful lives | 10 years | ||
Furniture, fixtures and equipment | Minimum | |||
Property, Plant and Equipment | |||
Estimated useful lives | 2 years | ||
Furniture, fixtures and equipment | Maximum | |||
Property, Plant and Equipment | |||
Estimated useful lives | 25 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Rental product useful life | 4 years | ||
Tuxedo rental product amortization | $34,424 | $32,266 | $28,315 |
Impairment of Long-Lived Assets | |||
Pre-tax non-cash asset impairment charges | 302 | 2,216 | 482 |
Tradenames | |||
Impairment of Long-Lived Assets | |||
Pre-tax non-cash asset impairment charges | $1,800 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Goodwill | $887,936 | $126,003 | $87,835 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6) (USD $) | 1 Months Ended | 12 Months Ended | ||
Oct. 04, 2014 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
item | ||||
Sabbatical Leave | ||||
Accrued liability | $11,200,000 | $11,300,000 | ||
Gift Cards and Gift Card Breakage | ||||
Pre-tax breakage income recognized | 2,300,000 | 1,300,000 | 1,500,000 | |
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 | 6,889,000 | 6,321,000 | ||
Operating Leases | ||||
General lease commencement | 60 days | |||
Advertising | ||||
Advertising expense | 168,266,000 | 101,083,000 | 94,422,000 | |
Share-Based Compensation | ||||
Share-based compensation expense | 16,500,000 | 17,100,000 | 16,500,000 | |
Total income tax benefit recognized in net earnings for share-based compensation arrangements | $6,400,000 | $6,600,000 | $6,400,000 | |
Non-Controlling Interest | ||||
Purchase of remaining interest in UK operations (as a percent) | 14.00% | 14.00% | ||
Minimum | ||||
Operating Leases | ||||
Term of the lease | 5 years | |||
Maximum | ||||
Operating Leases | ||||
Term of the lease | 10 years |
ACQUISITIONS_Details
ACQUISITIONS (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 7 Months Ended | 0 Months Ended | ||||
Nov. 01, 2014 | Aug. 02, 2014 | Jan. 31, 2015 | Feb. 01, 2014 | Jun. 18, 2014 | Jan. 31, 2015 | Aug. 06, 2013 | Feb. 02, 2013 | Aug. 06, 2014 | |
Acquisitions | |||||||||
Acquisition and integration costs | $27,600,000 | $42,900,000 | |||||||
Loss on extinguishment of debt | 2,200,000 | 2,158,000 | |||||||
Fair values of the identifiable assets acquired and liabilities assumed | |||||||||
Goodwill | 887,936,000 | 126,003,000 | 887,936,000 | 87,835,000 | |||||
Total purchase price, net of cash acquired | 1,491,393,000 | 94,906,000 | |||||||
Previous Credit Agreement | |||||||||
Acquisitions | |||||||||
Loss on extinguishment of debt | 2,200,000 | ||||||||
Jos. A. Bank | |||||||||
Acquisitions | |||||||||
Percentage of voting rights acquired | 100.00% | ||||||||
Cash consideration per share (in dollars per share) | $65 | ||||||||
Total consideration | 1,800,000,000 | ||||||||
Acquisition and integration costs | 95,000,000 | ||||||||
Deferred financing costs | 51,100,000 | ||||||||
Fair values of the identifiable assets acquired and liabilities assumed | |||||||||
Cash | 328,900,000 | ||||||||
Accounts receivable | 8,300,000 | ||||||||
Inventories | 328,200,000 | ||||||||
Other current assets | 65,900,000 | ||||||||
Property and equipment | 168,800,000 | ||||||||
Goodwill | 764,200,000 | ||||||||
Intangible assets | 622,200,000 | ||||||||
Accounts payable, accrued expenses and other current liabilities | -161,000,000 | ||||||||
Other liabilities | -305,200,000 | ||||||||
Total purchase price | 1,820,300,000 | ||||||||
Less: Cash acquired | -328,900,000 | ||||||||
Total purchase price, net of cash acquired | 1,491,400,000 | ||||||||
Number of separately identified intangible assets acquired | 4 | ||||||||
Fair value of trade name | 539,100,000 | ||||||||
Net sales from acquisition date | 684,000,000 | ||||||||
Net income from acquisition date | 3,500,000 | ||||||||
Integration costs | 14,600,000 | ||||||||
Purchase accounting adjustments | 38,900,000 | ||||||||
Unaudited pro forma consolidated financial information | |||||||||
Total net sales | 3,596,820,000 | 3,505,399,000 | |||||||
Net earnings attributable to common shareholders | 50,439,000 | 66,978,000 | |||||||
Net earnings per common share attributable to common shareholders: | |||||||||
Basic (in dollars per share) | $1.05 | $1.36 | |||||||
Diluted (in dollars per share) | $1.04 | $1.36 | |||||||
Jos. A. Bank | Step up of inventory to fair value and integration costs | |||||||||
Unaudited pro forma consolidated financial information | |||||||||
Net earnings attributable to common shareholders | 34,500,000 | 33,900,000 | |||||||
Jos. A. Bank | Customer relationships | |||||||||
Fair values of the identifiable assets acquired and liabilities assumed | |||||||||
Intangibles assets | 54,000,000 | ||||||||
Estimated useful lives of intangibles | 7 years | ||||||||
Jos. A. Bank | Favorable leases | |||||||||
Fair values of the identifiable assets acquired and liabilities assumed | |||||||||
Intangibles assets | 24,400,000 | ||||||||
Estimated useful lives of intangibles | 11 years 6 months | ||||||||
Jos. A. Bank | Franchise store agreements | |||||||||
Fair values of the identifiable assets acquired and liabilities assumed | |||||||||
Intangibles assets | 4,700,000 | ||||||||
Estimated useful lives of intangibles | 25 years | ||||||||
Jos. A. Bank | Preliminary valuation at August 2, 2014 | |||||||||
Fair values of the identifiable assets acquired and liabilities assumed | |||||||||
Cash | 328,900,000 | ||||||||
Accounts receivable | 7,100,000 | ||||||||
Inventories | 379,300,000 | ||||||||
Other current assets | 29,300,000 | ||||||||
Property and equipment | 174,800,000 | ||||||||
Goodwill | 744,700,000 | ||||||||
Intangible assets | 621,200,000 | ||||||||
Accounts payable, accrued expenses and other current liabilities | -177,000,000 | ||||||||
Other liabilities | -288,000,000 | ||||||||
Total purchase price | 1,820,300,000 | ||||||||
Less: Cash acquired | -328,900,000 | ||||||||
Total purchase price, net of cash acquired | 1,491,400,000 | ||||||||
Jos. A. Bank | Measurement period adjustments | |||||||||
Fair values of the identifiable assets acquired and liabilities assumed | |||||||||
Accounts receivable | 1,200,000 | ||||||||
Inventories | -51,100,000 | ||||||||
Other current assets | 36,600,000 | ||||||||
Property and equipment | -6,000,000 | ||||||||
Goodwill | 19,500,000 | ||||||||
Intangible assets | 1,000,000 | ||||||||
Accounts payable, accrued expenses and other current liabilities | 16,000,000 | ||||||||
Other liabilities | -17,200,000 | ||||||||
Jos. A. Bank | Cost of sales | |||||||||
Acquisitions | |||||||||
Acquisition and integration costs | 10,600,000 | 10,600,000 | |||||||
Jos. A. Bank | Senior unsecured notes | |||||||||
Acquisitions | |||||||||
Amount borrowed | 600,000,000 | ||||||||
Jos. A. Bank | 2014 Credit Facilities | Term loan facility | |||||||||
Acquisitions | |||||||||
Amount borrowed | 1,100,000,000 | ||||||||
JA Holding | |||||||||
Acquisitions | |||||||||
Acquisition and integration costs | 3,700,000 | 6,700,000 | |||||||
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 | 53,900,000 | ||||||||
Intangible assets | 30,000,000 | ||||||||
Accounts payable, accrued expenses and other current liabilities | -7,200,000 | ||||||||
Other liabilities | -11,500,000 | ||||||||
Total purchase price | 94,900,000 | ||||||||
Total purchase price, net of cash acquired | 94,900,000 | ||||||||
JA Holding | Previous Credit Agreement | Term loan facility | |||||||||
Acquisitions | |||||||||
Amount borrowed | $100,000,000 |
LOSS_EARNINGS_PER_SHARE_Detail
(LOSS) EARNINGS PER SHARE (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Numerator | |||||||||||
Total net (loss) earnings attributable to common shareholders | ($35,922) | $6,793 | $12,256 | $16,486 | ($30,447) | $38,204 | $42,943 | $33,091 | ($387) | $83,791 | $131,716 |
Net earnings allocated to participating securities (restricted stock and deferred stock units) - basic | -442 | -1,559 | |||||||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) - diluted | -442 | -1,559 | |||||||||
Net (loss) earnings attributable to common shareholders - basic | -387 | 83,349 | 130,157 | ||||||||
Net (loss) earnings attributable to common shareholders - diluted | ($387) | $83,349 | $130,157 | ||||||||
Denominator | |||||||||||
Basic weighted-average common shares outstanding | 47,899 | 48,849 | 50,793 | ||||||||
Dilutive effect of share-based awards (in shares) | 313 | 233 | |||||||||
Diluted weighted-average common shares outstanding | 47,899 | 49,162 | 51,026 | ||||||||
Net (loss) earnings per common share attributable to common shareholders: | |||||||||||
Basic (in dollars per share) | ($0.75) | $0.14 | $0.26 | $0.34 | ($0.64) | $0.80 | $0.86 | $0.65 | ($0.01) | $1.71 | $2.56 |
Diluted (in dollars per share) | ($0.75) | $0.14 | $0.25 | $0.34 | ($0.64) | $0.79 | $0.85 | $0.65 | ($0.01) | $1.70 | $2.55 |
LOSS_EARNINGS_PER_SHARE_Detail1
(LOSS) EARNINGS PER SHARE (Details 2) (Stock Options) | 12 Months Ended | ||
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Anti-dilutive shares of common stock excluded from the calculation of diluted (loss) earnings per common share (in shares) | 0.2 | 0.2 | 0.3 |
DEBT_Details
DEBT (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | |
Aug. 02, 2014 | Jan. 31, 2015 | Jun. 18, 2014 | Feb. 01, 2014 | |
Debt | ||||
Maximum quarterly dividends on common stock per debt covenants | $10,000,000 | |||
Loss on extinguishment of debt | 2,200,000 | 2,158,000 | ||
Long-term debt | 1,687,232,000 | 97,500,000 | ||
Current portion of long-term debt | -11,000,000 | -10,000,000 | ||
Total long-term debt, net of current portion | 1,676,232,000 | 87,500,000 | ||
Unamortized original issue discount | 10,018,000 | |||
Jos. A. Bank | ||||
Debt | ||||
Purchase price for the acquisition | 1,800,000,000 | |||
Senior unsecured notes | ||||
Debt | ||||
Aggregate principal amount of debt issued | 600,000,000 | |||
Interest rate (as a percent) | 7.00% | 7.00% | ||
Long-term debt | 600,000,000 | |||
Senior unsecured notes | Upon the occurrence of certain specific changes of control | ||||
Debt | ||||
Redemption price as a percentage of the principal amount of debt | 101.00% | |||
Senior unsecured notes | At any time prior to July 1, 2017 | ||||
Debt | ||||
Redemption period end date | 1-Jul-17 | |||
Redemption price as a percentage of the principal amount of debt | 100.00% | |||
Percentage of original aggregate principal amount redeemable with proceeds of equity offerings | 35.00% | |||
Redemption price as percentage of principal amount of debt, using proceeds from equity offerings | 107.00% | |||
2014 Credit Facilities | Term loan facility | ||||
Debt | ||||
Aggregate principal amount of debt issued | 1,100,000,000 | |||
Total interest rate (as a percent) | 4.50% | |||
Long-term debt | 1,087,232,000 | |||
Unamortized original issue discount | 10,000,000 | 11,000,000 | ||
2014 Credit Facilities | Term loan facility | LIBOR | ||||
Debt | ||||
Period for variable rate basis | 3 months | |||
Actual LIBOR rate (as a percent) | 0.25% | |||
LIBOR floor rate (as a percent) | 1.00% | |||
Base rate margin (as a percent) | 3.50% | |||
2014 Credit Facilities | ABL Facility | ||||
Debt | ||||
Credit facility | 500,000,000 | |||
Amount drawn | 340,000,000 | |||
Total credit facility with expansion feature | 650,000,000 | |||
Letters of credit issued and outstanding | 18,500,000 | |||
Borrowings available under credit facility | 432,500,000 | |||
2014 Credit Facilities | ABL Facility | LIBOR | ||||
Debt | ||||
Period for variable rate basis | 1 month | |||
Base rate margin (as a percent) | 1.00% | |||
2014 Credit Facilities | ABL Facility | Federal funds rate | ||||
Debt | ||||
Base rate margin (as a percent) | 0.50% | |||
2014 Credit Facilities | ABL Facility | Maximum | ||||
Debt | ||||
Varying interest rate margin (as a percent) | 2.00% | |||
Fees on amounts available to be drawn (as a percent) | 2.00% | |||
Fees on unused commitments (as a percent) | 0.38% | |||
2014 Credit Facilities | ABL Facility | Minimum | ||||
Debt | ||||
Fees on amounts available to be drawn (as a percent) | 1.50% | |||
Fees on unused commitments (as a percent) | 0.25% | |||
Previous Credit Agreement | ||||
Debt | ||||
Repayment of obligations | 95,000,000 | |||
Loss on extinguishment of debt | 2,200,000 | |||
Previous Credit Agreement | Term loan facility | ||||
Debt | ||||
Long-term debt | $97,500,000 |
DEBT_Details_2
DEBT (Details 2) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
Principal payments due on long-term debt | ||
2015 | $11,000 | |
2016 | 11,000 | |
2017 | 13,750 | |
2018 | 11,000 | |
2019 | 8,250 | |
Thereafter | 1,642,250 | |
Total debt, before unamortized original issue discount | 1,697,250 | |
Unamortized original issue discount | -10,018 | |
Total | $1,687,232 | $97,500 |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Earnings before income taxes | |||
United States | ($44,346) | $82,061 | $143,215 |
Foreign | 49,722 | 44,747 | 54,457 |
Earnings before income taxes | $5,376 | $126,808 | $197,672 |
INCOME_TAXES_Details_2
INCOME TAXES (Details 2) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Current tax expense (benefit): | |||
Federal | $7,328,000 | $27,438,000 | $41,107,000 |
State | -975,000 | 3,434,000 | 5,430,000 |
Foreign | 12,225,000 | 9,447,000 | 13,892,000 |
Deferred tax expense (benefit): | |||
Federal and state | -12,450,000 | 961,000 | 5,739,000 |
Foreign | -657,000 | 1,311,000 | -559,000 |
Total | 5,471,000 | 42,591,000 | 65,609,000 |
Cumulative undistributed earnings of foreign companies | 220,800,000 | ||
Potential deferred tax liability associated with cumulative undistributed earnings | $36,800,000 |
INCOME_TAXES_Details_3
INCOME TAXES (Details 3) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
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) | 2.20% | 2.70% | 2.90% |
Net change in tax accruals (as a percent) | -0.60% | 0.10% | -0.20% |
Foreign tax rate differential (as a percent) | -85.00% | -3.20% | -2.30% |
Amortizable tax goodwill (as a percent) | -32.50% | -1.40% | -0.90% |
Non-deductible transaction costs (as a percent) | 187.80% | ||
Valuation allowance (as a percent) | -10.70% | 0.40% | 0.30% |
Other (as a percent) | 5.60% | -1.60% | |
Effective income tax rate (as a percent) | 101.80% | 33.60% | 33.20% |
INCOME_TAXES_Details_4
INCOME TAXES (Details 4) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
INCOME TAXES | ||
Deferred tax classified as other current assets | $23,777,000 | $33,148,000 |
Deferred tax classified as other non-current assets | 600,000 | |
Deferred tax classified as other non-current liabilities | 308,700,000 | 48,100,000 |
Deferred tax assets: | ||
Accrued rent and other expenses | 54,509,000 | 43,731,000 |
Accrued compensation | 29,533,000 | 21,457,000 |
Accrued inventory markdowns | 3,776,000 | 2,471,000 |
Other | 1,149,000 | 2,013,000 |
Tax loss and other carryforwards | 11,460,000 | 12,093,000 |
Total deferred tax assets | 100,427,000 | 81,765,000 |
Valuation allowance | -602,000 | -1,177,000 |
Net deferred tax assets | 99,825,000 | 80,588,000 |
Deferred tax liabilities: | ||
Property and equipment | -98,752,000 | -73,401,000 |
Capitalized inventory costs | -28,644,000 | -4,557,000 |
Intangibles | -257,297,000 | -17,073,000 |
Total deferred tax liabilities | -384,693,000 | -95,031,000 |
Net deferred tax liabilities | ($284,868,000) | ($14,443,000) |
INCOME_TAXES_Details_5
INCOME TAXES (Details 5) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
INCOME TAXES | |||
Accrued interest related to uncertain tax positions | $800,000 | $700,000 | |
Amounts charged to income tax expense for interest and penalties | 100,000 | 100,000 | 200,000 |
Summary of unrecognized tax benefits | |||
Gross unrecognized tax benefits, beginning balance | 2,930,000 | 3,917,000 | |
Increase in tax positions for prior years | 245,000 | ||
Decrease in tax positions for prior years | -1,000 | -7,000 | |
Increase in tax positions due to business combinations | 16,982,000 | ||
Increase in tax positions for current year | 124,000 | 212,000 | |
Settlements | -7,000 | -1,052,000 | |
Lapse from statute of limitations | -252,000 | -385,000 | |
Gross unrecognized tax benefits, ending balance | 19,776,000 | 2,930,000 | 3,917,000 |
Unrecognized tax benefits that would impact effective tax rate | 17,900,000 | ||
Federal | |||
NOL carryforwards | |||
NOL carryforwards | 23,400,000 | ||
Operating loss carryback | 103,200,000 | ||
State | |||
NOL carryforwards | |||
NOL carryforwards | 76,800,000 | ||
Foreign | |||
NOL carryforwards | |||
NOL carryforwards | $4,700,000 |
INCOME_TAXES_Details_6
INCOME TAXES (Details 6) (Foreign, USD $) | Jan. 31, 2015 |
In Millions, unless otherwise specified | |
Foreign | |
Tax credit carryforwards | |
Tax credit carryforwards | $0.60 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
INVENTORIES | ||
Finished goods | $883,323 | $544,962 |
Raw materials and merchandise components | 55,013 | 54,524 |
Total inventories | $938,336 | $599,486 |
OTHER_CURRENT_ASSETS_ACCRUED_E2
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Details) (USD $) | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | |||
Other current assets | |||
Tax receivable | $87,916 | $17,276 | |
Prepaid expenses | 39,375 | 33,747 | |
Current deferred tax assets | 23,777 | 33,148 | |
Other | 24,506 | 9,035 | |
Total other current assets | 175,574 | 93,206 | |
Accrued expenses and other current liabilities | |||
Accrued salary, bonus, sabbatical, vacation and other benefits | 83,515 | 58,127 | |
Unredeemed gift certificates | 39,563 | 15,589 | |
Accrued workers compensation and medical costs | 28,814 | 22,055 | |
Sales, value added, payroll, property and other taxes payable | 28,765 | 19,184 | |
Customer deposits, prepayments and refunds payable | 24,540 | 22,617 | |
Accrued interest | 15,715 | 410 | |
Cash dividends declared | 8,987 | 8,963 | 9,260 |
Accrued strategic professional fees | 7,566 | 9,338 | |
Loyalty program reward certificates | 6,889 | 6,321 | |
Other | 24,581 | 13,193 | |
Total accrued expenses and other current liabilities | 268,935 | 175,797 | |
Deferred taxes and other liabilities | |||
Non-current deferred and other income tax liabilities | 328,271 | 51,604 | |
Deferred rent and landlord incentives | 61,475 | 55,923 | |
Unfavorable lease liabilities | 12,040 | 321 | |
Other | 7,540 | 1,444 | |
Total deferred taxes and other liabilities | $409,326 | $109,292 |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Change in accumulated other comprehensive income components | |||
Balance at the beginning of the period | $27,311 | $36,924 | $36,921 |
Other comprehensive (loss) income before reclassifications | -33,381 | -9,334 | -23 |
Other comprehensive (loss) income attributable to non-controlling interest | -608 | 26 | |
Amounts reclassified from accumulated other comprehensive income | 399 | 329 | |
Net other comprehensive (loss) income | -32,982 | -9,613 | 3 |
Balance at the end of the period | -5,671 | 27,311 | 36,924 |
Foreign Currency Translation | |||
Change in accumulated other comprehensive income components | |||
Balance at the beginning of the period | 27,710 | 36,924 | 36,921 |
Other comprehensive (loss) income before reclassifications | -31,942 | -8,606 | -23 |
Other comprehensive (loss) income attributable to non-controlling interest | -608 | 26 | |
Net other comprehensive (loss) income | -31,942 | -9,214 | 3 |
Balance at the end of the period | -4,232 | 27,710 | 36,924 |
Interest Rate Swap | |||
Change in accumulated other comprehensive income components | |||
Balance at the beginning of the period | -399 | ||
Other comprehensive (loss) income before reclassifications | -1,665 | -728 | |
Amounts reclassified from accumulated other comprehensive income | 399 | 329 | |
Net other comprehensive (loss) income | -1,266 | -399 | |
Balance at the end of the period | -1,665 | -399 | |
Pension Plan | |||
Change in accumulated other comprehensive income components | |||
Other comprehensive (loss) income before reclassifications | 226 | ||
Net other comprehensive (loss) income | 226 | ||
Balance at the end of the period | $226 |
DIVIDENDS_Details
DIVIDENDS (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | 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. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
DIVIDENDS | |||||||||||||||
Cash dividends paid | $34,785 | $35,549 | $37,084 | ||||||||||||
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 | $0.18 | $0.18 | $0.18 | $0.72 | $0.72 | $0.72 |
Cash dividends declared | $8,987 | $8,963 | $9,260 | $8,987 | $8,963 | $9,260 |
SHARE_REPURCHASES_TREASURY_STO2
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Oct. 05, 2013 | Aug. 03, 2013 | |
Share Repurchases | |||||
Shares repurchased and held in treasury | 100 | 1,494,696 | |||
Payment for share repurchase | $251,000 | $152,129,000 | $41,296,000 | ||
Shares repurchased | 5,349 | 4,147,983 | 1,128,525 | ||
Total costs | 251,000 | 152,129,000 | 41,296,000 | ||
Average price per share (in dollars per share) | $46.93 | $36.68 | $36.59 | ||
Restricted Stock | |||||
Share Repurchases | |||||
Shares repurchased in private transactions to satisfy minimum tax withholding obligations | 5,349 | 5,378 | 7,041 | ||
March 2013 authorization | |||||
Share Repurchases | |||||
Authorized share repurchase program | 200,000,000 | ||||
Remaining balance available | 48,000,000 | ||||
Shares repurchased and held in treasury | 0 | 1,489,318 | |||
Treasury stock repurchased, cost | 52,000,000 | ||||
March 2013 authorization | ASR | |||||
Share Repurchases | |||||
Payment for share repurchase | 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 |
SHARE_REPURCHASES_TREASURY_STO3
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Change in treasury shares | |||
Beginning Balance | 137,900 | 21,570,052 | |
Purchases of common stock | 100 | 1,494,696 | |
Retirement of common stock | -100 | -22,915,087 | |
Reissuance of common stock | -8,805 | -11,761 | -6,295 |
Ending Balance | 129,095 | 137,900 | 21,570,052 |
Treasury stock, at cost (in dollars) | $3,192 | $3,407 | |
Average price of treasury stock (in dollars per share) | $24.73 | $24.71 |
SHARE_REPURCHASES_TREASURY_STO4
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST (Details 3) (USD $) | 1 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Oct. 04, 2014 | Jan. 31, 2015 |
Non-Controlling Interest | ||
Interest purchased from minority interest holders (as a percent) | 14.00% | 14.00% |
Increase in capital in excess of par due to purchase of non-controlling interest | $7,249 | |
Cash consideration paid to former minority interest holders | $6,651 |
EQUITY_AND_SHAREBASED_COMPENSA2
EQUITY AND SHARE-BASED COMPENSATION PLANS (Details) | 12 Months Ended | |
Jan. 31, 2015 | Feb. 01, 2014 | |
Preferred Stock | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Stock Options | ||
Stock Plans | ||
Exercise period from date of grant | 10 years | |
2004 Plan | ||
Stock Plans | ||
Maximum number of common stock shares that may be granted | 4,610,059 | |
Number of shares available for grant | 826,278 | |
Existing Plans | ||
Stock Plans | ||
Number of shares reserved for future issuance | 2,035,868 |
EQUITY_AND_SHAREBASED_COMPENSA3
EQUITY AND SHARE-BASED COMPENSATION PLANS (Details 2) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Additional information | |||
Fair value of shares vested | $13.80 | $12.40 | $10.70 |
Non-Vested Deferred Stock Units and Restricted Stock Shares | |||
Unrecognized compensation cost | |||
Unrecognized compensation cost | 12.8 | ||
Compensation recognition period | 1 year 9 months 18 days | ||
DSUs | |||
Share-based compensation | |||
Certain grants vesting period, maximum | 10 years | ||
Shares | |||
Granted (in shares) | 352,636 | 559,489 | 350,284 |
Weighted-Average Grant-Date Fair Value | |||
Granted (in dollars per share) | $49.21 | $33.26 | $39.37 |
Additional information | |||
Intrinsic value of nonvested shares | 25.5 | ||
DSUs | Minimum | |||
Share-based compensation | |||
Vesting period | 1 year | ||
DSUs | Maximum | |||
Share-based compensation | |||
Vesting period | 3 years | ||
Time-Based DSUs | |||
Shares | |||
Non-Vested at the beginning of the period (in shares) | 573,042 | ||
Granted (in shares) | 259,908 | ||
Vested (in shares) | -419,283 | ||
Forfeited (in shares) | -35,149 | ||
Non-Vested at the end of the period (in shares) | 378,518 | ||
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $32.95 | ||
Granted (in dollars per share) | $47.78 | ||
Vested (in dollars per share) | $32.81 | ||
Forfeited (in dollars per share) | $39.64 | ||
Non-Vested at the end of the period (in dollars per share) | $42.67 | ||
Additional information | |||
Shares relinquished for tax withholding | 142,286 | ||
Time-Based DSUs | Awards granted prior to April 3, 2013 | |||
Shares | |||
Non-Vested at the end of the period (in shares) | 35,024 | ||
Performance-Based DSUs, including performance units | |||
Shares | |||
Non-Vested at the beginning of the period (in shares) | 82,558 | ||
Granted (in shares) | 92,728 | ||
Vested (in shares) | -1,134 | ||
Forfeited (in shares) | -3,363 | ||
Non-Vested at the end of the period (in shares) | 170,789 | ||
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $33.09 | ||
Granted (in dollars per share) | $53.22 | ||
Vested (in dollars per share) | $33.09 | ||
Forfeited (in dollars per share) | $37.07 | ||
Non-Vested at the end of the period (in dollars per share) | $43.94 | ||
Performance units | |||
Shares | |||
Granted (in shares) | 73,939 | ||
Performance units | Granted in 2014 | Maximum | |||
Share-based compensation | |||
Number of shares of common stock received for each performance share | 2.25 | ||
Performance-based DSUs | |||
Shares | |||
Granted (in shares) | 18,789 | ||
Performance-based DSUs | Granted in 2014 | |||
Share-based compensation | |||
Number of shares of common stock received for each performance share | 1 | ||
Vesting period | 1 year | ||
Period after which unvested awards will lapse | 1 year | ||
Performance-based DSUs | Granted in 2013 | |||
Share-based compensation | |||
Number of shares of common stock received for each performance share | 1 | ||
Vesting percentage of awards in tranches | 33.00% | ||
Vesting period | 3 years | ||
Restricted Stock | |||
Share-based compensation | |||
Certain grants vesting period, maximum | 10 years | ||
Shares | |||
Non-Vested at the beginning of the period (in shares) | 80,919 | ||
Granted (in shares) | 30,116 | 23,577 | 22,407 |
Vested (in shares) | -43,245 | ||
Non-Vested at the end of the period (in shares) | 67,790 | 80,919 | |
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $31.36 | ||
Granted (in dollars per share) | $49.36 | $40.29 | $31.23 |
Vested (in dollars per share) | $36.12 | ||
Non-Vested at the end of the period (in dollars per share) | $37.05 | $31.36 | |
Additional information | |||
Shares relinquished for tax withholding | 5,349 | 5,378 | 7,041 |
Fair value of shares vested | 1.6 | 1.3 | 1.2 |
Intrinsic value of nonvested shares | $3.20 | ||
Restricted Stock | Minimum | |||
Share-based compensation | |||
Vesting period | 1 year | ||
Restricted Stock | Maximum | |||
Share-based compensation | |||
Vesting period | 3 years | ||
Stock Options | |||
Share-based compensation | |||
Period after which unvested awards will lapse | 10 years | ||
Unrecognized compensation cost | |||
Compensation recognition period | 1 year 10 months 24 days | ||
Stock Options | Minimum | |||
Share-based compensation | |||
Vesting period | 1 year | ||
Stock Options | Maximum | |||
Share-based compensation | |||
Vesting period | 10 years |
EQUITY_AND_SHAREBASED_COMPENSA4
EQUITY AND SHARE-BASED COMPENSATION PLANS (Details 3) (Stock Options, USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Stock Options | |||
Shares | |||
Outstanding at the beginning of the period (in shares) | 645,990 | ||
Granted (in shares) | 256,790 | ||
Exercised (in shares) | -174,340 | ||
Forfeited (in shares) | -68,157 | ||
Outstanding at the end of the period (in shares) | 660,283 | 645,990 | |
Vested or expected to vest at end of the period (in shares) | 647,406 | ||
Exercisable at the end of the period (in shares) | 270,222 | ||
Weighted-Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $28.80 | ||
Granted (in dollars per share) | $49.13 | ||
Exercised (in dollars per share) | $26.10 | ||
Forfeited (in dollars per share) | $20.51 | ||
Outstanding at the end of the period (in dollars per share) | $38.28 | $28.80 | |
Vested or expected to vest at end of the period (in dollars per share) | $38.09 | ||
Exercisable at the end of the period (in dollars per share) | $31.82 | ||
Additional disclosures | |||
Weighted-Average Remaining Contractual Term | 6 years 3 months 18 days | ||
Weighted-Average Remaining Contractual Term, Vested or expected to vest | 6 years 2 months 12 days | ||
Weighted-Average Remaining Contractual Term, Exercisable | 4 years 4 months 24 days | ||
Aggregate Intrinsic Value | $6,087,000 | ||
Aggregate Intrinsic Value, Vested or expected to vest | 6,068,000 | ||
Aggregate Intrinsic Value, Exercisable | 3,960,000 | ||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $16.82 | $13.10 | $17.21 |
Assumptions used to value stock options | |||
Risk-free interest rate (as a percent) | 1.79% | 0.76% | 1.09% |
Expected lives | 5 years | 5 years | 5 years |
Dividend yield (as a percent) | 1.58% | 2.20% | 2.07% |
Expected volatility (as a percent) | 42.77% | 55.00% | 58.67% |
Intrinsic value of option exercised | 4,400,000 | 7,800,000 | 6,400,000 |
Unrecognized compensation cost | |||
Unrecognized compensation cost related to non-vested stock options | $4,500,000 | ||
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 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
RETIREMENT AND STOCK PURCHASE PLANS | |||
Charge to operations for the 401(k) matching contributions | $1.20 | $1 | $1 |
Stock Plans | |||
Share-based compensation expense | 16.5 | 17.1 | 16.5 |
Employee Stock | |||
Stock Plans | |||
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 per participant | 125 | ||
Number of shares purchased by employees | 86,935 | 108,110 | 104,654 |
Weighted-average share price of shares purchased (in dollars per share) | $40.63 | $28.06 | $25.18 |
Share-based compensation expense | $0.90 | $0.80 | $0.70 |
Number of shares reserved for future issuance | 653,403 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | 3 Months Ended | |
Jan. 31, 2015 | Feb. 01, 2014 | Aug. 03, 2013 | |
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the year | $126,003,000 | $87,835,000 | |
Goodwill of acquired business | 767,346,000 | 49,338,000 | |
Impairment charge | -9,501,000 | ||
Translation adjustment | -5,413,000 | -1,669,000 | |
Balance at the end of the year | 887,936,000 | 126,003,000 | |
Accumulated goodwill impairment | 9,500,000 | ||
Retail Segment | |||
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the year | 96,919,000 | 59,995,000 | |
Goodwill of acquired business | 767,346,000 | 49,338,000 | |
Impairment charge | -9,501,000 | ||
Translation adjustment | -3,085,000 | -2,913,000 | |
Balance at the end of the year | 861,180,000 | 96,919,000 | |
Corporate Apparel Segment | |||
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the year | 29,084,000 | 27,840,000 | |
Translation adjustment | -2,328,000 | 1,244,000 | |
Balance at the end of the year | 26,756,000 | 29,084,000 | |
K&G | |||
Changes in the net carrying amount of goodwill | |||
Impairment charge | ($9,500,000) |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Carrying amount: | |||
Total carrying amount | $125,636 | $45,614 | |
Accumulated amortization: | |||
Total accumulated amortization | -27,682 | -18,902 | |
Total amortizable intangible assets, net | 97,954 | 26,712 | |
Indefinite-lived intangible assets: | |||
Trademarks and tradenames | 570,305 | 31,315 | |
Total intangible assets, net | 668,259 | 58,027 | |
Asset impairment charges | 302 | 2,216 | 482 |
Trademarks and tradenames | |||
Carrying amount: | |||
Total carrying amount | 16,448 | 12,012 | |
Accumulated amortization: | |||
Total accumulated amortization | -9,331 | -9,007 | |
Customer relationships | |||
Carrying amount: | |||
Total carrying amount | 84,788 | 33,602 | |
Accumulated amortization: | |||
Total accumulated amortization | -16,468 | -9,895 | |
Favorable leases | |||
Carrying amount: | |||
Total carrying amount | 24,400 | ||
Accumulated amortization: | |||
Total accumulated amortization | -1,883 | ||
Tradenames | |||
Indefinite-lived intangible assets: | |||
Asset impairment charges | 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 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Intangible asset amortization expense | |||
Pre-tax amortization expense associated with intangible assets | $9.90 | $3.80 | $3.30 |
Pre-tax amortization expense associated with intangible assets, 2015 | 13.8 | ||
Pre-tax amortization expense associated with intangible assets, 2016 | 13.8 | ||
Pre-tax amortization expense associated with intangible assets, 2017 | 13.8 | ||
Pre-tax amortization expense associated with intangible assets, 2018 | 13.7 | ||
Pre-tax amortization expense associated with intangible assets, 2019 | $13.70 |
FAIR_VALUE_MEASUREMENTS_Detail
FAIR VALUE MEASUREMENTS (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Aug. 03, 2013 | Jan. 31, 2015 | Feb. 02, 2013 |
Fair value measurements | ||||
Goodwill impairment charge | $9,501 | |||
Goodwill | 126,003 | 887,936 | 87,835 | |
Long-term debt, Carrying value | 97,500 | 1,687,232 | ||
Long-term debt, Estimated fair value | 97,500 | 1,706,546 | ||
K&G | ||||
Fair value measurements | ||||
Goodwill impairment charge | 9,500 | |||
Significant Other Observable Inputs (Level 2) | K&G | ||||
Fair value measurements | ||||
Goodwill impairment charge | 9,500 | |||
Goodwill | 0 | |||
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: | ||||
Derivative financial instruments | 878 | |||
Liabilities: | ||||
Derivative financial instruments | 1,137 | 2,729 | ||
Recurring | Significant Other Observable Inputs (Level 2) | ||||
Assets: | ||||
Derivative financial instruments | 878 | |||
Liabilities: | ||||
Derivative financial instruments | $1,137 | $2,729 |
DERIVATIVE_FINANCIAL_INSTRUMEN1
DERIVATIVE FINANCIAL INSTRUMENTS (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Derivative Financial Instruments | |||
Pre-tax gains (losses) associated with foreign exchange forward contracts | $1,400,000 | ($300,000) | ($500,000) |
Foreign Exchange Forward | Not Designated as Hedging Instrument | Other current assets | |||
Derivative Financial Instruments | |||
Derivative financial instruments | 900,000 | ||
Foreign Exchange Forward | Not Designated as Hedging Instrument | Accrued expenses and other current liabilities | |||
Derivative Financial Instruments | |||
Derivative financial instruments | 500,000 | ||
Interest rate swap | Designated as hedging instruments | |||
Derivative Financial Instruments | |||
Derivative financial instruments | 2,700,000 | ||
Interest rate swap | Designated as hedging instruments | Accrued expenses and other current liabilities | |||
Derivative Financial Instruments | |||
Derivative financial instruments | 2,500,000 | ||
Interest rate swap | Designated as hedging instruments | Other liabilities | |||
Derivative Financial Instruments | |||
Derivative financial instruments | $200,000 |
DERIVATIVE_FINANCIAL_INSTRUMEN2
DERIVATIVE FINANCIAL INSTRUMENTS (Details 2) (USD $) | 12 Months Ended | 1 Months Ended | |
In Millions, unless otherwise specified | Jan. 31, 2015 | Jun. 30, 2014 | Feb. 01, 2014 |
instrument | instrument | ||
Derivative Financial Instruments | |||
Hedge ineffectiveness | $0 | ||
Effective portion of the loss expected to be reclassified from accumulated other comprehensive income into earnings over the next 12 months | 2.5 | ||
Number of derivative financial instruments with credit-risk-related contingent features | 0 | 0 | |
Designated as hedging instruments | Interest rate swap | |||
Derivative Financial Instruments | |||
Notional amount | $520 | ||
Fixed rate payable (as a percent) | 5.03% | ||
Applicable margin (as a percent) | 3.50% | ||
Designated as hedging instruments | Interest rate swap | LIBOR | |||
Derivative Financial Instruments | |||
Period for interest rate basis for variable rate receivable | 3 months |
SEGMENT_REPORTING_Details
SEGMENT REPORTING (Details) | 12 Months Ended |
Jan. 31, 2015 | |
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 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Net sales: | |||||||||||
Total net sales | $928,359 | $890,637 | $803,078 | $630,474 | $560,552 | $648,890 | $647,255 | $616,536 | $3,252,548 | $2,473,233 | $2,488,278 |
Retail Segment | |||||||||||
Net sales: | |||||||||||
Total net sales | 2,995,172 | 2,226,422 | 2,248,849 | ||||||||
Retail Segment | MW | |||||||||||
Net sales: | |||||||||||
Total net sales | 1,686,850 | 1,606,218 | 1,581,122 | ||||||||
Retail Segment | Jos. A. Bank | |||||||||||
Net sales: | |||||||||||
Total net sales | 684,023 | ||||||||||
Retail Segment | Moores | |||||||||||
Net sales: | |||||||||||
Total net sales | 258,347 | 254,371 | 273,978 | ||||||||
Retail Segment | K&G | |||||||||||
Net sales: | |||||||||||
Total net sales | 334,043 | 336,222 | 365,945 | ||||||||
Retail Segment | MW Cleaners | |||||||||||
Net sales: | |||||||||||
Total net sales | 31,909 | 29,611 | 27,804 | ||||||||
Corporate Apparel Segment | |||||||||||
Net sales: | |||||||||||
Total net sales | 257,376 | 246,811 | 239,429 | ||||||||
Corporate Apparel Segment | Twin Hill | |||||||||||
Net sales: | |||||||||||
Total net sales | 40,536 | 37,678 | 29,513 | ||||||||
Corporate Apparel Segment | Dimensions and Alexandra (UK) | |||||||||||
Net sales: | |||||||||||
Total net sales | $216,840 | $209,133 | $209,916 |
SEGMENT_REPORTING_Details_3
SEGMENT REPORTING (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Sales of supplemental products and services | |||||||||||
Total net sales | $928,359 | $890,637 | $803,078 | $630,474 | $560,552 | $648,890 | $647,255 | $616,536 | $3,252,548 | $2,473,233 | $2,488,278 |
Retail Segment | |||||||||||
Sales of supplemental products and services | |||||||||||
Total retail clothing product | 2,365,463 | 1,667,535 | 1,691,248 | ||||||||
Tuxedo rental services | 442,866 | 411,864 | 406,454 | ||||||||
Total alteration and other services | 186,843 | 147,023 | 151,147 | ||||||||
Total net sales | 2,995,172 | 2,226,422 | 2,248,849 | ||||||||
Retail Segment | Men's tailored clothing product | |||||||||||
Sales of supplemental products and services | |||||||||||
Total retail clothing product | 1,255,349 | 904,223 | 919,447 | ||||||||
Retail Segment | Men's non-tailored clothing product | |||||||||||
Sales of supplemental products and services | |||||||||||
Total retail clothing product | 1,024,368 | 686,514 | 690,605 | ||||||||
Retail Segment | Ladies clothing product | |||||||||||
Sales of supplemental products and services | |||||||||||
Total retail clothing product | 74,425 | 73,542 | 81,196 | ||||||||
Retail Segment | Other | |||||||||||
Sales of supplemental products and services | |||||||||||
Total retail clothing product | 11,321 | 3,256 | |||||||||
Retail Segment | Alteration services | |||||||||||
Sales of supplemental products and services | |||||||||||
Total alteration and other services | 154,934 | 117,412 | 123,343 | ||||||||
Retail Segment | Retail dry cleaning services | |||||||||||
Sales of supplemental products and services | |||||||||||
Total alteration and other services | 31,909 | 29,611 | 27,804 | ||||||||
Corporate Apparel Segment | |||||||||||
Sales of supplemental products and services | |||||||||||
Total net sales | $257,376 | $246,811 | $239,429 |
SEGMENT_REPORTING_Details_4
SEGMENT REPORTING (Details 4) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 02, 2014 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||||
Operating income | $73,210 | $129,628 | $198,568 | |
Interest income | 356 | 385 | 648 | |
Interest expense | -66,032 | -3,205 | -1,544 | |
Loss on extinguishment of debt | -2,200 | -2,158 | ||
Earnings (loss) before income taxes | 5,376 | 126,808 | 197,672 | |
Unallocated | ||||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||||
Interest income | 356 | 385 | 648 | |
Interest expense | -66,032 | -3,205 | -1,544 | |
Loss on extinguishment of debt | -2,158 | |||
Retail Segment | ||||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||||
Operating income | 63,281 | 120,247 | 194,679 | |
Corporate Apparel Segment | ||||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||||
Operating income | $9,929 | $9,381 | $3,889 |
SEGMENT_REPORTING_Details_5
SEGMENT REPORTING (Details 5) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Segment reporting | |||
Capital expenditures | $96,420 | $108,200 | $121,433 |
Depreciation and amortization expense | 112,659 | 88,749 | 84,979 |
Segment assets | 3,546,758 | 1,555,230 | |
Retail Segment | |||
Segment reporting | |||
Capital expenditures | 92,602 | 105,781 | 117,796 |
Depreciation and amortization expense | 106,140 | 82,084 | 77,680 |
Segment assets | 3,309,026 | 1,306,677 | |
Corporate Apparel Segment | |||
Segment reporting | |||
Capital expenditures | 3,818 | 2,419 | 3,637 |
Depreciation and amortization expense | 6,519 | 6,665 | 7,299 |
Segment assets | $237,732 | $248,553 |
SEGMENT_REPORTING_Details_6
SEGMENT REPORTING (Details 6) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
Net sales: | |||||||||||
Total net sales | $928,359 | $890,637 | $803,078 | $630,474 | $560,552 | $648,890 | $647,255 | $616,536 | $3,252,548 | $2,473,233 | $2,488,278 |
Long lived assets, net (including tuxedo rental product): | |||||||||||
Total long-lived assets | 698,746 | 550,978 | 698,746 | 550,978 | |||||||
U.S. | |||||||||||
Net sales: | |||||||||||
Total net sales | 2,777,361 | 2,009,729 | 2,004,384 | ||||||||
Long lived assets, net (including tuxedo rental product): | |||||||||||
Total long-lived assets | 644,277 | 490,665 | 644,277 | 490,665 | |||||||
Canada | |||||||||||
Net sales: | |||||||||||
Total net sales | 258,347 | 254,371 | 273,978 | ||||||||
Long lived assets, net (including tuxedo rental product): | |||||||||||
Total long-lived assets | 41,682 | 47,082 | 41,682 | 47,082 | |||||||
UK | |||||||||||
Net sales: | |||||||||||
Total net sales | 216,840 | 209,133 | 209,916 | ||||||||
Long lived assets, net (including tuxedo rental product): | |||||||||||
Total long-lived assets | $12,787 | $13,231 | $12,787 | $13,231 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended | ||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
COMMITMENTS AND CONTINGENCIES | |||
Rent expense for operating leases | $235,100,000 | $175,900,000 | $169,400,000 |
Contingent rentals | 2,000,000 | 200,000 | 600,000 |
Sublease rentals | 1,800,000 | 1,200,000 | 1,100,000 |
Minimum future rental payments under noncancelable operating leases | |||
2015 | 262,695,000 | ||
2016 | 235,939,000 | ||
2017 | 198,330,000 | ||
2018 | 162,601,000 | ||
2019 | 133,710,000 | ||
Thereafter | 361,402,000 | ||
Total | 1,354,677,000 | ||
Minimum sublease rent income | $5,900,000 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) (Arbitration proceeding by former licensee of JA Apparel, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Jan. 31, 2015 |
Arbitration proceeding by former licensee of JA Apparel | |
Loss Contingencies [Line Items] | |
Amount of damages awarded to former licensee by arbitrators | $42.60 |
CONDENSED_CONSOLIDATING_FINANC2
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details) (USD $) | 12 Months Ended | ||||
Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Jun. 18, 2014 | |
CURRENT ASSETS: | |||||
Cash and cash equivalents | 62,261,000 | $59,252,000 | $156,063,000 | $125,306,000 | |
Accounts receivable, net | 73,266,000 | 63,153,000 | |||
Inventories | 938,336,000 | 599,486,000 | |||
Other current assets | 175,574,000 | 93,206,000 | |||
Total current assets | 1,249,437,000 | 815,097,000 | |||
Property, plant and equipment, net | 566,074,000 | 408,162,000 | |||
Tuxedo rental product, net | 132,672,000 | 142,816,000 | |||
Goodwill | 887,936,000 | 126,003,000 | 87,835,000 | ||
Intangible assets, net | 668,259,000 | 58,027,000 | |||
Other assets | 42,380,000 | 5,125,000 | |||
TOTAL ASSETS | 3,546,758,000 | 1,555,230,000 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 209,867,000 | 148,762,000 | |||
Current maturities of long-term debt | 11,000,000 | 10,000,000 | |||
Accrued expenses and other current liabilities | 270,544,000 | 176,527,000 | |||
Total current liabilities | 491,411,000 | 335,289,000 | |||
LONG-TERM DEBT | 1,676,232,000 | 87,500,000 | |||
Deferred taxes and other liabilities | 409,326,000 | 109,292,000 | |||
Income taxes payable | 1,609,000 | 730,000 | |||
Shareholders' equity: | |||||
Controlling interest | 969,789,000 | 1,009,135,000 | |||
Non-controlling interest | 14,014,000 | ||||
Total shareholders' equity | 969,789,000 | 1,023,149,000 | 1,109,235,000 | 1,031,819,000 | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 3,546,758,000 | 1,555,230,000 | |||
Eliminations | |||||
CURRENT ASSETS: | |||||
Accounts receivable, net | -405,271,000 | -58,142,000 | |||
Total current assets | -405,271,000 | -58,142,000 | |||
Investments in subsidiaries | -2,405,680,000 | -562,082,000 | |||
Other assets | -43,032,000 | -70,706,000 | |||
TOTAL ASSETS | -2,853,983,000 | -690,930,000 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | -405,271,000 | -58,142,000 | |||
Total current liabilities | -405,271,000 | -58,142,000 | |||
LONG-TERM DEBT | -33,432,000 | -59,906,000 | |||
Deferred taxes and other liabilities | -9,600,000 | -10,800,000 | |||
Shareholders' equity: | |||||
Controlling interest | -548,068,000 | ||||
Non-controlling interest | -14,014,000 | ||||
Total shareholders' equity | -2,405,680,000 | -562,082,000 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | -2,853,983,000 | -690,930,000 | |||
The Men's Wearhouse Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 18,262,000 | 1,414,000 | 80,176,000 | 62,506,000 | |
Accounts receivable, net | 20,304,000 | 38,250,000 | |||
Inventories | 285,309,000 | 250,598,000 | |||
Other current assets | 111,272,000 | 74,818,000 | |||
Total current assets | 435,147,000 | 365,080,000 | |||
Property, plant and equipment, net | 306,597,000 | 306,007,000 | |||
Tuxedo rental product, net | 107,908,000 | 117,733,000 | |||
Goodwill | 6,159,000 | 7,565,000 | |||
Intangible assets, net | 293,000 | 401,000 | |||
Investments in subsidiaries | 2,405,680,000 | 562,082,000 | |||
Other assets | 75,060,000 | 59,893,000 | |||
TOTAL ASSETS | 3,336,844,000 | 1,418,761,000 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 449,102,000 | 88,005,000 | |||
Current maturities of long-term debt | 11,000,000 | 10,000,000 | |||
Accrued expenses and other current liabilities | 145,943,000 | 122,455,000 | |||
Total current liabilities | 606,045,000 | 220,460,000 | |||
LONG-TERM DEBT | 1,676,232,000 | 87,500,000 | |||
Deferred taxes and other liabilities | 84,778,000 | 87,652,000 | |||
Shareholders' equity: | |||||
Controlling interest | 1,009,135,000 | ||||
Non-controlling interest | 14,014,000 | ||||
Total shareholders' equity | 969,789,000 | 1,023,149,000 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 3,336,844,000 | 1,418,761,000 | |||
Guarantor Subsidiaries | |||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||
Ownership of Guarantor subsidiaries (as a percent) | 100.00% | ||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 4,857,000 | 16,955,000 | 1,132,000 | 1,211,000 | |
Accounts receivable, net | 422,930,000 | 38,924,000 | |||
Inventories | 510,651,000 | 209,348,000 | |||
Other current assets | 58,792,000 | 12,382,000 | |||
Total current assets | 997,230,000 | 277,609,000 | |||
Property, plant and equipment, net | 221,454,000 | 62,717,000 | |||
Tuxedo rental product, net | 8,318,000 | 4,206,000 | |||
Goodwill | 834,470,000 | 65,720,000 | |||
Intangible assets, net | 645,388,000 | 30,000,000 | |||
Other assets | 681,000 | 5,015,000 | |||
TOTAL ASSETS | 2,707,541,000 | 445,267,000 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 120,499,000 | 77,917,000 | |||
Accrued expenses and other current liabilities | 101,363,000 | 29,925,000 | |||
Total current liabilities | 221,862,000 | 107,842,000 | |||
Deferred taxes and other liabilities | 323,376,000 | 19,699,000 | |||
Shareholders' equity: | |||||
Controlling interest | 317,726,000 | ||||
Total shareholders' equity | 2,162,303,000 | 317,726,000 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 2,707,541,000 | 445,267,000 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 39,142,000 | 40,883,000 | 74,755,000 | 61,589,000 | |
Accounts receivable, net | 35,303,000 | 44,121,000 | |||
Inventories | 142,376,000 | 139,540,000 | |||
Other current assets | 5,510,000 | 6,006,000 | |||
Total current assets | 222,331,000 | 230,550,000 | |||
Property, plant and equipment, net | 38,023,000 | 39,438,000 | |||
Tuxedo rental product, net | 16,446,000 | 20,877,000 | |||
Goodwill | 47,307,000 | 52,718,000 | |||
Intangible assets, net | 22,578,000 | 27,626,000 | |||
Other assets | 9,671,000 | 10,923,000 | |||
TOTAL ASSETS | 356,356,000 | 382,132,000 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 45,537,000 | 40,982,000 | |||
Accrued expenses and other current liabilities | 23,238,000 | 24,147,000 | |||
Total current liabilities | 68,775,000 | 65,129,000 | |||
LONG-TERM DEBT | 33,432,000 | 59,906,000 | |||
Deferred taxes and other liabilities | 10,772,000 | 12,741,000 | |||
Shareholders' equity: | |||||
Controlling interest | 230,342,000 | ||||
Non-controlling interest | 14,014,000 | ||||
Total shareholders' equity | 243,377,000 | 244,356,000 | |||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 356,356,000 | 382,132,000 | |||
Senior unsecured notes | |||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||
Aggregate principal amount of debt issued | $600,000,000 | ||||
Interest rate (as a percent) | 7.00% | 7.00% |
CONDENSED_CONSOLIDATING_FINANC3
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||
Net sales | $928,359 | $890,637 | $803,078 | $630,474 | $560,552 | $648,890 | $647,255 | $616,536 | $3,252,548 | $2,473,233 | $2,488,278 |
Cost of sales | 1,893,934 | 1,384,223 | 1,380,130 | ||||||||
Total gross margin | 347,503 | 369,205 | 358,542 | 283,364 | 208,794 | 293,502 | 308,794 | 277,920 | 1,358,614 | 1,089,010 | 1,108,148 |
Operating expenses | 1,285,404 | 959,382 | 909,580 | ||||||||
Operating (loss) income | 73,210 | 129,628 | 198,568 | ||||||||
Interest income | 356 | 385 | 648 | ||||||||
Interest expense | -66,032 | -3,205 | -1,544 | ||||||||
Loss on extinguishment of debt | -2,200 | -2,158 | |||||||||
Earnings (loss) before income taxes | 5,376 | 126,808 | 197,672 | ||||||||
Provision (benefit) for income taxes | 5,471 | 42,591 | 65,609 | ||||||||
Earnings before equity in net income of subsidiaries | -95 | 84,217 | 132,063 | ||||||||
Net (loss) earnings including non-controlling interest | -95 | 84,217 | 132,063 | ||||||||
Net earnings attributable to non-controlling interest | -292 | -426 | -347 | ||||||||
Net (loss) earnings attributable to common shareholders | -35,922 | 6,793 | 12,256 | 16,486 | -30,447 | 38,204 | 42,943 | 33,091 | -387 | 83,791 | 131,716 |
Comprehensive income (loss) | -33,369 | 74,178 | 131,719 | ||||||||
Eliminations | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||
Net sales | -553,471 | -529,400 | -558,121 | ||||||||
Cost of sales | -553,471 | -529,400 | -558,121 | ||||||||
Operating expenses | -15,996 | -14,436 | -15,554 | ||||||||
Operating (loss) income | 15,996 | 14,436 | 15,554 | ||||||||
Other income and expenses, net | -15,996 | -14,436 | -15,554 | ||||||||
Interest income | -3,553 | -2,871 | -3,742 | ||||||||
Interest expense | 3,553 | 2,871 | 3,742 | ||||||||
Equity in earnings of subsidiaries | -57,214 | -39,350 | -85,160 | ||||||||
Net (loss) earnings including non-controlling interest | -57,214 | -39,350 | -85,160 | ||||||||
Net earnings attributable to non-controlling interest | 292 | 426 | 347 | ||||||||
Net (loss) earnings attributable to common shareholders | -56,922 | -38,924 | -84,813 | ||||||||
Comprehensive income (loss) | -25,206 | -29,710 | -84,816 | ||||||||
The Men's Wearhouse Inc. | Reportable Legal Entities | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||
Net sales | 1,682,183 | 1,596,991 | 1,581,121 | ||||||||
Cost of sales | 883,295 | 830,473 | 845,459 | ||||||||
Total gross margin | 798,888 | 766,518 | 735,662 | ||||||||
Operating expenses | 824,673 | 708,099 | 664,153 | ||||||||
Operating (loss) income | -25,785 | 58,419 | 71,509 | ||||||||
Other income and expenses, net | 14,438 | 13,708 | 13,941 | ||||||||
Interest income | 1,998 | 2,484 | 3,453 | ||||||||
Interest expense | -67,264 | -3,504 | -1,755 | ||||||||
Loss on extinguishment of debt | -2,158 | ||||||||||
Earnings (loss) before income taxes | -78,771 | 71,107 | 87,148 | ||||||||
Provision (benefit) for income taxes | -21,462 | 26,240 | 40,245 | ||||||||
Earnings before equity in net income of subsidiaries | -57,309 | 44,867 | 46,903 | ||||||||
Equity in earnings of subsidiaries | 57,214 | 39,350 | 85,160 | ||||||||
Net (loss) earnings including non-controlling interest | -95 | 84,217 | 132,063 | ||||||||
Net earnings attributable to non-controlling interest | -292 | -426 | -347 | ||||||||
Net (loss) earnings attributable to common shareholders | -387 | 83,791 | 131,716 | ||||||||
Comprehensive income (loss) | -33,369 | 74,178 | 131,719 | ||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||
Net sales | 1,648,649 | 942,138 | 981,384 | ||||||||
Cost of sales | 1,273,684 | 796,764 | 799,051 | ||||||||
Total gross margin | 374,965 | 145,374 | 182,333 | ||||||||
Operating expenses | 342,771 | 135,098 | 127,717 | ||||||||
Operating (loss) income | 32,194 | 10,276 | 54,616 | ||||||||
Other income and expenses, net | 1,558 | 728 | 1,613 | ||||||||
Interest income | 1,605 | 411 | 358 | ||||||||
Interest expense | -931 | -462 | -519 | ||||||||
Earnings (loss) before income taxes | 34,426 | 10,953 | 56,068 | ||||||||
Provision (benefit) for income taxes | 15,363 | 5,592 | 13,364 | ||||||||
Earnings before equity in net income of subsidiaries | 19,063 | 5,361 | 42,704 | ||||||||
Net (loss) earnings including non-controlling interest | 19,063 | 5,361 | 42,704 | ||||||||
Net (loss) earnings attributable to common shareholders | 19,063 | 5,361 | 42,704 | ||||||||
Comprehensive income (loss) | 19,289 | 5,361 | 42,704 | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | |||||||||||
Net sales | 475,187 | 463,504 | 483,894 | ||||||||
Cost of sales | 290,426 | 286,386 | 293,741 | ||||||||
Total gross margin | 184,761 | 177,118 | 190,153 | ||||||||
Operating expenses | 133,956 | 130,621 | 133,264 | ||||||||
Operating (loss) income | 50,805 | 46,497 | 56,889 | ||||||||
Interest income | 306 | 361 | 579 | ||||||||
Interest expense | -1,390 | -2,110 | -3,012 | ||||||||
Earnings (loss) before income taxes | 49,721 | 44,748 | 54,456 | ||||||||
Provision (benefit) for income taxes | 11,570 | 10,759 | 12,000 | ||||||||
Earnings before equity in net income of subsidiaries | 38,151 | 33,989 | 42,456 | ||||||||
Net (loss) earnings including non-controlling interest | 38,151 | 33,989 | 42,456 | ||||||||
Net earnings attributable to non-controlling interest | -292 | -426 | -347 | ||||||||
Net (loss) earnings attributable to common shareholders | 37,859 | 33,563 | 42,109 | ||||||||
Comprehensive income (loss) | $5,917 | $24,349 | $42,112 |
CONDENSED_CONSOLIDATING_FINANC4
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||
Net cash provided by (used in) operating activities | $94,764 | $188,930 | $225,730 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -96,420 | -108,200 | -121,433 |
Acquisition of businesses, net of cash | -1,491,393 | -94,906 | |
Proceeds from sales of property and equipment | 160 | 4,127 | 33 |
Investment in trademarks, tradenames and other assets | -2,075 | ||
Net cash (used in) provided by investing activities | -1,587,653 | -198,979 | -123,475 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from new term loan | 1,089,000 | ||
Payments on new term loan | -2,750 | ||
Proceeds from asset-based revolving credit facility | 348,000 | ||
Payments on asset-based revolving credit facility | -348,000 | ||
Proceeds from issuance of senior notes | 600,000 | ||
Deferred financing costs | -51,080 | -1,776 | |
Proceeds from issuance of common stock | 8,082 | 10,739 | 8,457 |
Proceeds from previous term loan | 100,000 | ||
Payments on previous term loan | -97,500 | -2,500 | |
Cash dividends paid | -34,785 | -35,549 | -37,084 |
Purchase of non-controlling interest | -6,651 | ||
Tax payments related to vested deferred stock units | -6,940 | -3,865 | -4,421 |
Excess tax benefits from share-based plans | 3,766 | 2,145 | 2,997 |
Repurchases of common stock | -251 | -152,129 | -41,296 |
Net cash provided by (used in) financing activities | 1,500,891 | -82,935 | -71,347 |
Effect of exchange rate changes | -4,993 | -3,827 | -151 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,009 | -96,811 | 30,757 |
Balance at beginning of period | 59,252 | 156,063 | 125,306 |
Balance at end of period | 62,261 | 59,252 | 156,063 |
Eliminations | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Receipts on intercompany long-term receivable | -26,474 | -70,094 | -14,000 |
Net cash (used in) provided by investing activities | -26,474 | -70,094 | -14,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on intercompany long-term liabilities | 26,474 | 70,094 | 14,000 |
Net cash provided by (used in) financing activities | 26,474 | 70,094 | 14,000 |
The Men's Wearhouse Inc. | Reportable Legal Entities | |||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||
Net cash provided by (used in) operating activities | 378,293 | 121,115 | 178,544 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -68,125 | -95,516 | -100,752 |
Receipts on intercompany long-term receivable | 26,474 | 70,094 | 14,000 |
Acquisition of businesses, net of cash | -1,820,308 | -94,906 | |
Proceeds from sales of property and equipment | 160 | 4,127 | 33 |
Investment in trademarks, tradenames and other assets | -2,075 | ||
Net cash (used in) provided by investing activities | -1,861,799 | -116,201 | -88,794 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from new term loan | 1,089,000 | ||
Payments on new term loan | -2,750 | ||
Proceeds from asset-based revolving credit facility | 348,000 | ||
Payments on asset-based revolving credit facility | -348,000 | ||
Proceeds from issuance of senior notes | 600,000 | ||
Deferred financing costs | -51,080 | -1,776 | |
Proceeds from issuance of common stock | 8,082 | 10,739 | 8,457 |
Proceeds from previous term loan | 100,000 | ||
Payments on previous term loan | -97,500 | -2,500 | |
Cash dividends paid | -34,785 | -35,549 | -37,084 |
Purchase of non-controlling interest | -6,651 | ||
Tax payments related to vested deferred stock units | -6,940 | -3,865 | -4,421 |
Excess tax benefits from share-based plans | 3,229 | 1,404 | 2,264 |
Repurchases of common stock | -251 | -152,129 | -41,296 |
Net cash provided by (used in) financing activities | 1,500,354 | -83,676 | -72,080 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 16,848 | -78,762 | 17,670 |
Balance at beginning of period | 1,414 | 80,176 | 62,506 |
Balance at end of period | 18,262 | 1,414 | 80,176 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||
Net cash provided by (used in) operating activities | -323,585 | 21,941 | 11,140 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -17,965 | -6,859 | -11,952 |
Acquisition of businesses, net of cash | 328,915 | ||
Net cash (used in) provided by investing activities | 310,950 | -6,859 | -11,952 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Excess tax benefits from share-based plans | 537 | 741 | 733 |
Net cash provided by (used in) financing activities | 537 | 741 | 733 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -12,098 | 15,823 | -79 |
Balance at beginning of period | 16,955 | 1,132 | 1,211 |
Balance at end of period | 4,857 | 16,955 | 1,132 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | |||
Net cash provided by (used in) operating activities | 40,056 | 45,874 | 36,046 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | -10,330 | -5,825 | -8,729 |
Net cash (used in) provided by investing activities | -10,330 | -5,825 | -8,729 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on intercompany long-term liabilities | -26,474 | -70,094 | -14,000 |
Net cash provided by (used in) financing activities | -26,474 | -70,094 | -14,000 |
Effect of exchange rate changes | -4,993 | -3,827 | -151 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | -1,741 | -33,872 | 13,166 |
Balance at beginning of period | 40,883 | 74,755 | 61,589 |
Balance at end of period | $39,142 | $40,883 | $74,755 |
QUARTERLY_RESULTS_OF_OPERATION2
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | 3-May-14 | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | |
Quarterly Financial Information | |||||||||||
Net sales | $928,359,000 | $890,637,000 | $803,078,000 | $630,474,000 | $560,552,000 | $648,890,000 | $647,255,000 | $616,536,000 | $3,252,548,000 | $2,473,233,000 | $2,488,278,000 |
Gross margin | 347,503,000 | 369,205,000 | 358,542,000 | 283,364,000 | 208,794,000 | 293,502,000 | 308,794,000 | 277,920,000 | 1,358,614,000 | 1,089,010,000 | 1,108,148,000 |
Net earnings (loss) attributable to common shareholders | -35,922,000 | 6,793,000 | 12,256,000 | 16,486,000 | -30,447,000 | 38,204,000 | 42,943,000 | 33,091,000 | -387,000 | 83,791,000 | 131,716,000 |
Net earnings (loss) per common share attributable to common shareholders: | |||||||||||
Basic (in dollars per share) | ($0.75) | $0.14 | $0.26 | $0.34 | ($0.64) | $0.80 | $0.86 | $0.65 | ($0.01) | $1.71 | $2.56 |
Diluted (in dollars per share) | ($0.75) | $0.14 | $0.25 | $0.34 | ($0.64) | $0.79 | $0.85 | $0.65 | ($0.01) | $1.70 | $2.55 |
Pre-tax expenses including acquisition and integration, separation and closure, and asset impairment charges | 52,000,000 | 26,500,000 | 19,000,000 | 9,700,000 | 2,900,000 | ||||||
Loss on extinguishment of debt | 2,200,000 | 2,158,000 | |||||||||
Acquisition and integration costs | 27,600,000 | 42,900,000 | |||||||||
Pre-tax gain related to a favorable litigation settlement | 3,400,000 | ||||||||||
Non-cash pre-tax goodwill impairment charge | 9,501,000 | ||||||||||
Pre-tax gain related to the sale of an office building | 2,200,000 | ||||||||||
K&G | |||||||||||
Net earnings (loss) per common share attributable to common shareholders: | |||||||||||
Non-cash pre-tax goodwill impairment charge | 9,500,000 | ||||||||||
Jos. A. Bank | |||||||||||
Net earnings (loss) per common share attributable to common shareholders: | |||||||||||
Acquisition and integration costs | 95,000,000 | ||||||||||
Jos. A. Bank | Cost of sales | |||||||||||
Net earnings (loss) per common share attributable to common shareholders: | |||||||||||
Acquisition and integration costs | $10,600,000 | $10,600,000 |