Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
2-May-15 | 29-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | MENS WEARHOUSE INC | |
Entity Central Index Key | 884217 | |
Document Type | 10-Q | |
Document Period End Date | 2-May-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -29 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,323,891 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
CURRENT ASSETS: | |||
Cash and cash equivalents | $61,802 | $62,261 | $95,923 |
Accounts receivable, net | 83,169 | 73,266 | 67,778 |
Inventories | 986,457 | 938,336 | 645,772 |
Other current assets | 170,278 | 175,574 | 84,803 |
Total current assets | 1,301,706 | 1,249,437 | 894,276 |
PROPERTY AND EQUIPMENT, net | 560,141 | 566,074 | 406,784 |
TUXEDO RENTAL PRODUCT, net | 146,050 | 132,672 | 148,120 |
GOODWILL | 893,435 | 887,936 | 127,098 |
INTANGIBLE ASSETS, net | 664,935 | 668,259 | 57,966 |
OTHER ASSETS | 36,832 | 42,380 | 6,734 |
TOTAL ASSETS | 3,603,099 | 3,546,758 | 1,640,978 |
CURRENT LIABILITIES: | |||
Accounts payable | 233,066 | 209,867 | 168,826 |
Accrued expenses and other current liabilities | 289,956 | 268,935 | 220,452 |
Income taxes payable | 1,328 | 1,609 | 4,277 |
Current maturities of long-term debt | 7,000 | 11,000 | 10,000 |
Total current liabilities | 531,350 | 491,411 | 403,555 |
LONG-TERM DEBT | 1,679,634 | 1,676,232 | 85,000 |
DEFERRED TAXES AND OTHER LIABILITIES | 412,575 | 409,326 | 109,696 |
Total liabilities | 2,623,559 | 2,576,969 | 598,251 |
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS' EQUITY: | |||
Preferred stock | |||
Common stock | 485 | 482 | 480 |
Capital in excess of par | 442,743 | 440,907 | 417,622 |
Retained earnings | 538,716 | 537,263 | 580,373 |
Accumulated other comprehensive income (loss) | 789 | -5,671 | 33,302 |
Treasury stock, at cost | -3,193 | -3,192 | -3,407 |
Total equity attributable to common shareholders | 979,540 | 969,789 | 1,028,370 |
Non-controlling interest | 14,357 | ||
Total shareholders' equity | 979,540 | 969,789 | 1,042,727 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $3,603,099 | $3,546,758 | $1,640,978 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | 2-May-15 | 3-May-14 |
Net sales: | ||
Total net sales | $885,089 | $630,474 |
Cost of sales: | ||
Total cost of sales | 503,537 | 347,110 |
Gross margin: | ||
Total gross margin | 381,552 | 283,364 |
Advertising expense | 50,656 | 28,771 |
Selling, general and administrative expenses | 275,607 | 227,312 |
Operating income | 55,289 | 27,281 |
Interest income | 28 | 61 |
Interest expense | -26,483 | -1,135 |
Loss on extinguishment of debt | -12,675 | |
Earnings (loss) before income taxes | 16,159 | 26,207 |
Provision for income taxes | 5,790 | 9,749 |
Net earnings including non-controlling interest | 10,369 | 16,458 |
Net loss attributable to non-controlling interest | 28 | |
Net earnings attributable to common shareholders | 10,369 | 16,486 |
Net earnings per common share attributable to common shareholders: | ||
Basic (in dollars per share) | $0.22 | $0.34 |
Diluted (in dollars per share) | $0.21 | $0.34 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 48,130 | 47,607 |
Diluted (in shares) | 48,429 | 47,974 |
Cash dividends declared per common share (in dollars per share) | $0.18 | $0.18 |
Retail Segment | ||
Net sales: | ||
Retail clothing product | 666,862 | 433,024 |
Tuxedo rental services | 103,129 | 101,663 |
Alteration and other services | 54,280 | 38,962 |
Total net sales | 824,271 | 573,649 |
Cost of sales: | ||
Retail clothing product | 294,384 | 191,477 |
Tuxedo rental services | 16,084 | 15,317 |
Alteration and other services | 36,150 | 27,722 |
Occupancy costs | 113,096 | 72,847 |
Total cost of sales | 459,714 | 307,363 |
Gross margin: | ||
Retail clothing product | 372,478 | 241,547 |
Tuxedo rental services | 87,045 | 86,346 |
Alteration and other services | 18,130 | 11,240 |
Occupancy costs | -113,096 | -72,847 |
Total gross margin | 364,557 | 266,286 |
Operating income | 54,033 | 26,525 |
Corporate Apparel Segment | ||
Net sales: | ||
Total net sales | 60,818 | 56,825 |
Cost of sales: | ||
Total cost of sales | 43,823 | 39,747 |
Gross margin: | ||
Total gross margin | 16,995 | 17,078 |
Operating income | $1,256 | $756 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net earnings including non-controlling interest | $10,369 | $16,458 |
Currency translation adjustments | 6,086 | 6,180 |
Unrealized gain on cash flow hedge, net of tax | 374 | 182 |
Comprehensive income including non-controlling interest | 16,829 | 22,820 |
Comprehensive income attributable to non-controlling interest: | ||
Net loss | 28 | |
Currency translation adjustments | -371 | |
Amounts attributable to non-controlling interest | -343 | |
Comprehensive income attributable to common shareholders | $16,829 | $22,477 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net earnings including non-controlling interest | $10,369 | $16,458 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 31,906 | 21,929 |
Tuxedo rental product amortization | 7,604 | 7,497 |
Amortization of deferred financing costs | 1,796 | 140 |
Amortization of discount on long-term debt | 340 | |
Loss on extinguishment of debt | 12,675 | |
Loss on disposition of assets | 424 | 1,357 |
Asset impairment charges | 302 | |
Share-based compensation | 4,475 | 3,974 |
Excess tax benefits from share-based plans | -981 | -3,002 |
Deferred tax provision (benefit) | 7,870 | -4,326 |
Deferred rent expense and other | 1,116 | 75 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -9,629 | -3,586 |
Inventories | -44,162 | -43,195 |
Tuxedo rental product | -20,204 | -12,495 |
Other assets | -6,124 | 12,945 |
Accounts payable, accrued expenses and other current liabilities | 49,858 | 65,288 |
Income taxes payable | 1,369 | 6,547 |
Other liabilities | 283 | -95 |
Net cash provided by operating activities | 48,985 | 69,813 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | -30,384 | -22,543 |
Net cash used in investing activities | -30,384 | -22,543 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from asset-based revolving credit facility | 3,000 | |
Payments on asset-based revolving credit facility | -3,000 | |
Payments on new term loan | -4,500 | |
Payments on previous term loan | -2,500 | |
Deferred financing costs | -3,566 | -1,389 |
Cash dividends paid | -8,863 | -8,812 |
Proceeds from issuance of common stock | 908 | 4,373 |
Tax payments related to vested deferred stock units | -4,506 | -5,732 |
Excess tax benefits from share-based plans | 981 | 3,002 |
Repurchases of common stock | -277 | -251 |
Net cash used in financing activities | -19,823 | -11,309 |
Effect of exchange rate changes | 763 | 710 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -459 | 36,671 |
Balance at beginning of period | 62,261 | 59,252 |
Balance at end of period | $61,802 | $95,923 |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
2-May-15 | |
Significant Accounting Policies | |
Significant Accounting Policies | |
1. Significant Accounting Policies | |
Basis of Presentation — The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. | |
Our business historically has been seasonal in nature and, as a result, the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended January 31, 2015. | |
Unless the context otherwise requires, “Company”, “we”, “us” and “our” refer to The Men’s Wearhouse, Inc. and its subsidiaries. | |
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. | |
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 for those listed below. | |
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The guidance requires that debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and is required to be applied retrospectively. Early adoption is permitted. We have not adopted ASU 2015-03 but upon adoption, we will reclassify our debt issuance costs related to existing debt liabilities from assets to liabilities on the balance sheet. At May 2, 2015, we have $39.0 million of debt issuance costs recorded as assets on the balance sheet. | |
In May 2014, the FASB issued ASU 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. The guidance allows for either a full retrospective or a modified retrospective transition method. We are currently evaluating the impact of this guidance, including the transition method, on our financial position, results of operations and cash flows. | |
Acquisition
Acquisition | 3 Months Ended | ||||||||||
2-May-15 | |||||||||||
Acquisition | |||||||||||
Acquisition | |||||||||||
2. Acquisition | |||||||||||
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 net per share in cash, or total consideration of approximately $1.8 billion. 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 integration costs related to Jos. A. Bank totaling $5.8 million for the three months ended May 2, 2015 which is included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of earnings. | |||||||||||
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): | |||||||||||
Adjusted | |||||||||||
Preliminary | Measurement | preliminary | |||||||||
valuation at | period | valuation at | |||||||||
August 2, 2014 | adjustments | May 2, 2015 | |||||||||
Cash | $ | 328.9 | $ | — | $ | 328.9 | |||||
Accounts receivable (mainly credit card receivables) | 7.1 | 1.2 | 8.3 | ||||||||
Inventories | 379.3 | (50.5 | ) | 328.8 | |||||||
Other current assets | 29.3 | 27.1 | 56.4 | ||||||||
Property and equipment | 174.8 | (9.5 | ) | 165.3 | |||||||
Goodwill | 744.7 | 23.9 | 768.6 | ||||||||
Intangible assets | 621.2 | 1 | 622.2 | ||||||||
Accounts payable, accrued expenses and other current liabilities | (177.0 | ) | 21.6 | (155.4 | ) | ||||||
Other liabilities (mainly deferred income taxes) | (288.0 | ) | (14.8 | ) | (302.8 | ) | |||||
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. | |||||||||||
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): | |||||||||||
For the Three | |||||||||||
Months Ended | |||||||||||
May 3, 2014 | |||||||||||
Total net sales | $ | 847,896 | |||||||||
Net earnings attributable to common shareholders | $ | 20,197 | |||||||||
Net earnings per common share attributable to common shareholders: | |||||||||||
Basic | $ | 0.42 | |||||||||
Diluted | $ | 0.42 | |||||||||
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, integration costs or other such costs and savings. | |||||||||||
Earnings_per_Share
Earnings per Share | 3 Months Ended | |||||||
2-May-15 | ||||||||
Earnings per Share | ||||||||
Earnings per Share | ||||||||
3. Earnings per Share | ||||||||
Basic earnings per common share attributable to common shareholders is determined using the two-class method and is computed by dividing net earnings attributable to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share attributable to common shareholders reflects the more dilutive earnings per common share amount calculated using the treasury stock method or the two-class method. | ||||||||
The following table sets forth the computation of basic and diluted earnings per common share attributable to common shareholders (in thousands, except per share amounts). Basic and diluted earnings per common share attributable to common shareholders are computed using the actual net earnings available to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our condensed consolidated statement of earnings and the accompanying notes. As a result, it may not be possible to recalculate earnings per common share attributable to common shareholders in our condensed consolidated statement of earnings and the accompanying notes. | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Numerator | ||||||||
Total net earnings attributable to common shareholders | $ | 10,369 | $ | 16,486 | ||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) | (12 | ) | (65 | ) | ||||
Net earnings attributable to common shareholders | $ | 10,357 | $ | 16,421 | ||||
Denominator | ||||||||
Basic weighted-average common shares outstanding | 48,130 | 47,607 | ||||||
Dilutive effect of share-based awards | 299 | 367 | ||||||
Diluted weighted-average common shares outstanding | 48,429 | 47,974 | ||||||
Net earnings per common share attributable to common shareholders: | ||||||||
Basic | $ | 0.22 | $ | 0.34 | ||||
Diluted | $ | 0.21 | $ | 0.34 | ||||
For the three months ended May 2, 2015 and May 3, 2014, 0.3 million and 0.1 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share attributable to common shareholders, respectively. | ||||||||
Debt
Debt | 3 Months Ended | ||||||||||
2-May-15 | |||||||||||
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 (“OID”), 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 May 2, 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. | |||||||||||
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 3-month LIBOR, which was approximately 0.28% at May 2, 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%. 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. Under this interest rate swap agreement, we receive a floating rate based on 3-month LIBOR and pay a fixed rate of 5.03% (including the applicable margin of 3.50%) on the outstanding notional amount. | |||||||||||
On April 7, 2015, we entered into Incremental Facility Agreement No. 1 (the “Incremental Agreement”) resulting in a refinancing of $400.0 million aggregate principal amount of the Term Loan from a variable rate to a fixed rate of 5.0% per annum. The Incremental Agreement did not impact the total amount borrowed under the Term Loan, the maturity date of the Term Loan of June 18, 2021, or collateral and guarantees under the Term Loan. In connection with the Incremental Agreement, we incurred deferred financing costs of $3.6 million, which will be amortized over the life of the remaining term using the interest method. In addition, as a result of entering into the Incremental Agreement, we recorded a loss on extinguishment of debt totaling $12.7 million consisting of the elimination of unamortized deferred financing costs and OID related to the Term Loan, which is included as a separate line in the condensed consolidated statement of earnings. | |||||||||||
As a result of the interest rate swap and the Incremental Agreement, we have converted a majority of the variable interest rate under the Term Loan to a fixed rate and, as of May 2, 2015, the Term Loan had a weighted average interest rate of 4.93%. | |||||||||||
The ABL Facility provides for a senior secured asset-based revolving credit facility of $500.0 million, with possible future increases to $650.0 million with an expansion feature, which 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 LIBOR, (ii) Canadian Dollar Offered Rate, (iii) Canadian prime rate or (iv) alternate base rate (equal to the greater of the prime rate, the federal funds effective rate plus 0.5% or adjusted LIBOR 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%. | |||||||||||
We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. Except for letters of credit totaling approximately $18.8 million issued and outstanding, no amounts were drawn on the ABL Facility as of May 2, 2015 and we have approximately $441.4 million of borrowing availability under the ABL Facility as of May 2, 2015. | |||||||||||
Senior Notes | |||||||||||
The Senior Notes contain customary non-financial covenants and the Senior Notes are guaranteed, jointly and severally, on an unsecured basis by certain of our U.S. subsidiaries. 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 have 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. On May 26, 2015, we commenced the exchange offer which is currently scheduled to expire on June 23, 2015. | |||||||||||
Long-Term Debt | |||||||||||
The following table provides details on our long-term debt as of May 2, 2015, May 3, 2014 and January 31, 2015 (in thousands): | |||||||||||
May 2, | May 3, | January 31, | |||||||||
2015 | 2014 | 2015 | |||||||||
Term Loan (net of unamortized original issue discount of $6.1 million at May 2, 2015 and $10.0 million at January 31, 2015) | $ | 1,086,634 | $ | — | $ | 1,087,232 | |||||
Senior Notes | 600,000 | — | 600,000 | ||||||||
Term loan under Previous Credit Agreement | — | 95,000 | — | ||||||||
Total long-term debt | 1,686,634 | 95,000 | 1,687,232 | ||||||||
Current portion of long-term debt | (7,000 | ) | (10,000 | ) | (11,000 | ) | |||||
Total long-term debt, net of current portion | $ | 1,679,634 | $ | 85,000 | $ | 1,676,232 | |||||
Supplemental_Cash_Flows
Supplemental Cash Flows | 3 Months Ended | |||||||
2-May-15 | ||||||||
Supplemental Cash Flows | ||||||||
Supplemental Cash Flows | ||||||||
5. Supplemental Cash Flows | ||||||||
Supplemental disclosure of cash flow information is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Cash paid for interest | $ | 25,834 | $ | 1,026 | ||||
Cash paid (refunded) for income taxes, net | $ | 5,030 | $ | (6,308 | ) | |||
Schedule of noncash investing and financing activities: | ||||||||
Cash dividends declared | $ | 8,764 | $ | 8,725 | ||||
We had unpaid capital expenditure purchases included in accounts payable and accrued expenses and other current liabilities of approximately $11.0 million and $8.0 million at May 2, 2015 and May 3, 2014, respectively. Capital expenditure purchases are recorded as cash outflows from investing activities in the condensed consolidated statement of cash flows in the period they are paid. | ||||||||
Inventories
Inventories | 3 Months Ended | |||||||||||||
2-May-15 | ||||||||||||||
Inventories | ||||||||||||||
Inventories | ||||||||||||||
6. Inventories | ||||||||||||||
The following table provides details on our inventories as of May 2, 2015, May 3, 2014 and January 31, 2015 (in thousands): | ||||||||||||||
May 2, | May 3, | January 31, | ||||||||||||
2015 | 2014 | 2015 | ||||||||||||
Finished goods | $ | 952,116 | $ | 599,403 | $ | 883,323 | ||||||||
Raw materials and merchandise components | 34,341 | 46,369 | 55,013 | |||||||||||
Total inventories | $ | 986,457 | $ | 645,772 | $ | 938,336 | ||||||||
Other_Current_Assets_Accrued_E
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities | 3 Months Ended | |||||||||||||
2-May-15 | ||||||||||||||
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): | ||||||||||||||
May 2, | May 3, | January 31, | ||||||||||||
2015 | 2014 | 2015 | ||||||||||||
Tax receivable | $ | 86,761 | $ | 3,039 | $ | 87,916 | ||||||||
Prepaid expenses | 39,974 | 35,782 | 39,375 | |||||||||||
Current deferred tax assets | 23,631 | 38,536 | 23,777 | |||||||||||
Other | 19,912 | 7,446 | 24,506 | |||||||||||
Total other current assets | $ | 170,278 | $ | 84,803 | $ | 175,574 | ||||||||
Accrued expenses and other current liabilities consist of the following (in thousands): | ||||||||||||||
May 2, | May 3, | January 31, | ||||||||||||
2015 | 2014 | 2015 | ||||||||||||
Accrued salary, bonus, sabbatical, vacation and other benefits | $ | 69,922 | $ | 47,181 | $ | 83,515 | ||||||||
Customer deposits, prepayments and refunds payable | 59,830 | 58,955 | 24,540 | |||||||||||
Unredeemed gift certificates | 37,071 | 14,242 | 39,563 | |||||||||||
Sales, value added, payroll, property and other taxes payable | 36,199 | 25,313 | 28,765 | |||||||||||
Accrued workers compensation and medical costs | 28,816 | 21,862 | 28,814 | |||||||||||
Accrued interest | 14,161 | 380 | 15,715 | |||||||||||
Cash dividends declared | 8,764 | 8,725 | 8,987 | |||||||||||
Loyalty program reward certificates | 7,293 | 6,433 | 6,889 | |||||||||||
Accrued strategic professional fees | 4,888 | 24,605 | 7,566 | |||||||||||
Other | 23,012 | 12,756 | 24,581 | |||||||||||
Total accrued expenses and other current liabilities | $ | 289,956 | $ | 220,452 | $ | 268,935 | ||||||||
Deferred taxes and other liabilities consist of the following (in thousands): | ||||||||||||||
May 2, | May 3, | January 31, | ||||||||||||
2015 | 2014 | 2015 | ||||||||||||
Non-current deferred and other income tax liabilities | $ | 331,728 | $ | 52,381 | $ | 328,271 | ||||||||
Deferred rent and landlord incentives | 62,737 | 55,948 | 61,475 | |||||||||||
Unfavorable lease liabilities | 11,062 | 278 | 12,040 | |||||||||||
Other | 7,048 | 1,089 | 7,540 | |||||||||||
Total deferred taxes and other liabilities | $ | 412,575 | $ | 109,696 | $ | 409,326 | ||||||||
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended | |||||||||||||
2-May-15 | ||||||||||||||
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) for the three months ended May 2, 2015 (in thousands and net of tax): | ||||||||||||||
Foreign | ||||||||||||||
Currency | Interest Rate | Pension | ||||||||||||
Translation | Swap | Plan | Total | |||||||||||
BALANCE — January 31, 2015 | $ | (4,232 | ) | $ | (1,665 | ) | $ | 226 | $ | (5,671 | ) | |||
Other comprehensive (loss) income before reclassifications | 6,086 | (34 | ) | — | 6,052 | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | 408 | — | 408 | ||||||||||
Net current period other comprehensive income | 6,086 | 374 | — | 6,460 | ||||||||||
BALANCE —May 2, 2015 | $ | 1,854 | $ | (1,291 | ) | $ | 226 | $ | 789 | |||||
The following table summarizes the components of accumulated other comprehensive income for the three months ended May 3, 2014 (in thousands and net of tax): | ||||||||||||||
Foreign | ||||||||||||||
Currency | Interest Rate | Pension | ||||||||||||
Translation | Swap | Plan | Total | |||||||||||
BALANCE — February 1, 2014 | $ | 27,710 | $ | (399 | ) | $ | — | $ | 27,311 | |||||
Other comprehensive income before reclassifications | 6,180 | 19 | — | 6,199 | ||||||||||
Other comprehensive income attributable to non-controlling interest | (371 | ) | — | — | (371 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income | — | 163 | — | 163 | ||||||||||
Net current period other comprehensive income | 5,809 | 182 | — | 5,991 | ||||||||||
BALANCE —May 3, 2014 | $ | 33,519 | $ | (217 | ) | $ | — | $ | 33,302 | |||||
Amounts reclassified from other comprehensive income for the three months ended May 2, 2015 and May 3, 2014, respectively, relate to changes in fair value for interest rate swaps which were recorded within interest expense in the condensed consolidated statements of earnings. | ||||||||||||||
ShareBased_Compensation_Plans
Share-Based Compensation Plans | 3 Months Ended | |||||||||||
2-May-15 | ||||||||||||
Share-Based Compensation Plans | ||||||||||||
Share-Based Compensation Plans | ||||||||||||
9. Share-Based Compensation Plans | ||||||||||||
For a discussion of our share-based compensation plans refer to Note 11 in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015. | ||||||||||||
We account for share-based awards in accordance with the authoritative guidance regarding share-based payments, which requires the compensation cost resulting from all share-based payment transactions be recognized in the financial statements. The amount of compensation cost is measured based on the grant-date fair value of the instrument issued and is recognized over the vesting period. Share-based compensation expense recognized for the three months ended May 2, 2015 and May 3, 2014 was $4.5 million and 4.0 million, respectively. | ||||||||||||
Non-Vested Deferred Stock Units, Performance Units and Restricted Stock Shares | ||||||||||||
The following table summarizes the activity of time-based and performance-based awards for the three months ended May 2, 2015: | ||||||||||||
Weighted-Average | ||||||||||||
Shares | Grant-Date Fair Value | |||||||||||
Time- | Performance- | Time- | Performance- | |||||||||
Based | Based | Based | Based | |||||||||
Non-Vested at January 31, 2015 | 378,518 | 170,789 | $ | 42.67 | $ | 43.94 | ||||||
Granted | 344,620 | 28,660 | 52.28 | 52.75 | ||||||||
Vested(1) | (228,837 | ) | (18,977 | ) | 43.81 | 46.41 | ||||||
Forfeited | (10,529 | ) | (20,000 | ) | 34.58 | 33.09 | ||||||
Non-Vested at May 2, 2015 | 483,772 | 160,472 | $ | 49.16 | $ | 46.58 | ||||||
___________ | ||||||||||||
-1 | Includes 85,247 shares relinquished for tax payments related to vested deferred stock units for the three months ended May 2, 2015. | |||||||||||
On April 3, 2013, our Board of Directors approved a change in the form of award agreements to be issued for grants of deferred stock units (“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 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 May 2, 2015 are 17,576 DSUs granted prior to April 3, 2013. | ||||||||||||
Of the 28,660 performance units granted in the first quarter of 2015, 22,645 units represent a contingent right to receive one share of common stock and vest after our 2017 fiscal year, subject to our achievement of a cumulative performance target for fiscal years 2015-2017. | ||||||||||||
The remaining 6,015 performance units granted in the first quarter of 2015 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 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 certain peer companies over a pre-defined period. | ||||||||||||
Performance units that are unvested at the end of the performance period will lapse and be forfeited. The 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 April 2014 (“April 2014 performance-based DSUs”) represented a contingent right to receive one share of common stock and vested over a one year period, subject to our achievement of a performance target for 2014. Having met the performance target for 2014, the April 2014 performance-based DSUs vested in accordance with their terms in April 2015. | ||||||||||||
The following table summarizes the activity of restricted stock for the three months ended May 2, 2015: | ||||||||||||
Weighted-Average | ||||||||||||
Shares | Grant-Date Fair Value | |||||||||||
Non-Vested at January 31, 2015 | 67,790 | $ | 37.05 | |||||||||
Granted | 3,276 | 57.23 | ||||||||||
Vested | (22,498 | ) | 30.57 | |||||||||
Forfeited | (19,360 | ) | 27.77 | |||||||||
Non-Vested at May 2, 2015 | 29,208 | $ | 50.47 | |||||||||
Restricted stock awards receive non-forfeitable dividends, if any, when and if paid to shareholders of record at the payment date. | ||||||||||||
As of May 2, 2015, we have unrecognized compensation expense related to non-vested DSUs, performance units, and shares of restricted stock of approximately $27.2 million, which is expected to be recognized over a weighted-average period of 1.9 years. | ||||||||||||
Stock Options | ||||||||||||
The following table summarizes the activity of stock options for the three months ended May 2, 2015: | ||||||||||||
Weighted- | ||||||||||||
Number of | Average | |||||||||||
Shares | Exercise Price | |||||||||||
Options outstanding at January 31, 2015 | 660,283 | $ | 38.28 | |||||||||
Granted | 19,241 | 52.5 | ||||||||||
Exercised | (2,500 | ) | 29.87 | |||||||||
Forfeited | — | — | ||||||||||
Expired | — | — | ||||||||||
Outstanding at May 2, 2015 | 677,024 | $ | 38.72 | |||||||||
Exercisable at May 2, 2015 | 308,187 | $ | 32.16 | |||||||||
The weighted-average grant date fair value of the 19,241 stock options granted during the three months ended May 2, 2015 was $17.24 per share. The following table summarizes the weighted-average assumptions used to fair value stock options at the date of grant using the Black-Scholes option pricing model for the three months ended May 2, 2015: | ||||||||||||
For the Three | ||||||||||||
Months Ended | ||||||||||||
May 2, 2015 | ||||||||||||
Risk-free interest rates | 1.40 | % | ||||||||||
Expected lives | 5.0 years | |||||||||||
Dividend yield | 1.38 | % | ||||||||||
Expected volatility | 40.77 | % | ||||||||||
As of May 2, 2015, we have unrecognized compensation expense related to non-vested stock options of approximately $4.3 million, which is expected to be recognized over a weighted-average period of 1.8 years. | ||||||||||||
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | ||||||||||
2-May-15 | |||||||||||
Goodwill and Other Intangible Assets | |||||||||||
Goodwill and Other Intangible Assets | |||||||||||
10. Goodwill and Other Intangible Assets | |||||||||||
Goodwill | |||||||||||
Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the three months ended May 2, 2015 are as follows (in thousands): | |||||||||||
Corporate | |||||||||||
Retail | Apparel | Total | |||||||||
Balance, January 31, 2015 | $ | 861,180 | $ | 26,756 | $ | 887,936 | |||||
Goodwill of acquired business | 4,361 | — | 4,361 | ||||||||
Translation adjustment | 995 | 143 | 1,138 | ||||||||
Balance, May 2, 2015 | $ | 866,536 | $ | 26,899 | $ | 893,435 | |||||
As discussed 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 May 2, 2015. | |||||||||||
Goodwill is evaluated for impairment at least annually. 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, new 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. No additional impairment evaluation was considered necessary during the first quarter of fiscal 2015. | |||||||||||
Intangible Assets | |||||||||||
The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): | |||||||||||
May 2, | May 3, | January 31, | |||||||||
2015 | 2014 | 2015 | |||||||||
Amortizable intangible assets: | |||||||||||
Carrying amount: | |||||||||||
Trademarks and tradenames | $ | 16,464 | $ | 12,096 | $ | 16,448 | |||||
Favorable leases | 24,400 | — | 24,400 | ||||||||
Customer relationships | 84,960 | 34,492 | 84,788 | ||||||||
Total carrying amount | 125,824 | 46,588 | 125,636 | ||||||||
Accumulated amortization: | |||||||||||
Trademarks and tradenames | (9,445 | ) | (9,090 | ) | (9,331 | ) | |||||
Favorable leases | (2,636 | ) | — | (1,883 | ) | ||||||
Customer relationships | (19,120 | ) | (10,882 | ) | (16,468 | ) | |||||
Total accumulated amortization | (31,201 | ) | (19,972 | ) | (27,682 | ) | |||||
Total amortizable intangible assets, net | 94,623 | 26,616 | 97,954 | ||||||||
Indefinite-lived intangible assets: | |||||||||||
Trademarks and tradename | 570,312 | 31,350 | 570,305 | ||||||||
Total intangible assets, net | $ | 664,935 | $ | 57,966 | $ | 668,259 | |||||
The pretax amortization expense associated with intangible assets subject to amortization totaled $3.4 million and $0.8 million for the three months ended May 2, 2015 and May 3, 2014, respectively. Pretax amortization associated with intangible assets subject to amortization at May 2, 2015 is estimated to be $10.3 million for the remainder of fiscal year 2015, $13.7 million for each of the fiscal years 2016 and 2017, and $13.6 million for fiscal year 2018 and 2019. | |||||||||||
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended |
2-May-15 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | |
11. Derivative Financial Instruments | |
As discussed in Note 4, in January 2015, we entered into an interest rate swap agreement on a notional amount of $520.0 million that matures in August 2018 with 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. At May 2, 2015, the fair value of the interest rate swap was a net liability of $2.1 million with $2.4 million recorded in accrued expenses and other current liabilities and $0.3 million in other assets in our consolidated balance sheet. The effective portion of the swap is reported as a component of accumulated other comprehensive income. There was no hedge ineffectiveness at May 2, 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, $2.4 million of the effective portion of the interest rate swap is expected to be reclassified from accumulated other comprehensive income into earnings. If, at any time, the interest rate 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 interest rate swap determined to be ineffective will be recognized as a gain or loss in the statement of earnings for the applicable period. | |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||||||
2-May-15 | ||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||
12. 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 three months ended May 2, 2015. | ||||||||||||||||||||
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 May 2, 2015, May 3, 2014, and January 31, 2015, 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, including current maturities (in thousands): | ||||||||||||||||||||
May 2, 2015 | May 3, 2014 | January 31, 2015 | ||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | Carrying | Estimated | |||||||||||||||
Amount | Fair Value | Amount | Fair Value | Amount | Fair Value | |||||||||||||||
Long-term debt, including current maturities | $ | 1,686,634 | $ | 1,737,050 | $ | 95,000 | $ | 95,000 | $ | 1,687,232 | $ | 1,706,546 | ||||||||
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||
2-May-15 | ||||||||
Segment Reporting | ||||||||
Segment Reporting | ||||||||
13. 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 Clothing for Men (“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 and casual 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 United Kingdom (“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. | ||||||||
Net sales by brand and reportable segment are as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Net sales: | ||||||||
MW (1) | $ | 456,376 | $ | 420,979 | ||||
Jos. A. Bank | 216,062 | — | ||||||
Moores | 47,520 | 52,502 | ||||||
K&G | 95,996 | 92,421 | ||||||
MW Cleaners | 8,317 | 7,747 | ||||||
Total retail segment | 824,271 | 573,649 | ||||||
Twin Hill | 8,578 | 8,244 | ||||||
Dimensions and Alexandra (UK) | 52,240 | 48,581 | ||||||
Total corporate apparel segment | 60,818 | 56,825 | ||||||
Total net sales | $ | 885,089 | $ | 630,474 | ||||
-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): | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Net sales: | ||||||||
Men’s tailored clothing product | $ | 386,336 | $ | 239,436 | ||||
Men’s non-tailored clothing product | 256,010 | 171,106 | ||||||
Ladies clothing product | 21,632 | 20,851 | ||||||
Other | 2,884 | 1,631 | ||||||
Total retail clothing product | 666,862 | 433,024 | ||||||
Tuxedo rental services | 103,129 | 101,663 | ||||||
Alteration services | 45,963 | 31,215 | ||||||
Retail dry cleaning services | 8,317 | 7,747 | ||||||
Total alteration and other services | 54,280 | 38,962 | ||||||
Corporate apparel clothing product | 60,818 | 56,825 | ||||||
Total net sales | $ | 885,089 | $ | 630,474 | ||||
Operating income by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Operating income: | ||||||||
Retail | $ | 54,033 | $ | 26,525 | ||||
Corporate apparel | 1,256 | 756 | ||||||
Operating income | 55,289 | 27,281 | ||||||
Interest income | 28 | 61 | ||||||
Interest expense | (26,483 | ) | (1,135 | ) | ||||
Loss on extinguishment of debt | (12,675 | ) | — | |||||
Earnings before income taxes | $ | 16,159 | $ | 26,207 | ||||
Legal_Matters
Legal Matters | 3 Months Ended |
2-May-15 | |
Legal Matters | |
Legal Matters | |
14. Legal Matters | |
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. | |
In addition, we are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Management does not believe that any of these matters will have a material adverse effect on our financial position, results of operations or cash flows. | |
Condensed_Consolidating_Inform
Condensed Consolidating Information | 3 Months Ended | ||||||||||||||||
2-May-15 | |||||||||||||||||
Condensed Consolidating Information | |||||||||||||||||
Condensed Consolidating Information | |||||||||||||||||
15. Condensed Consolidating 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 | |||||||||||||||||
May 2, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 21,889 | $ | 4,798 | $ | 35,115 | $ | — | $ | 61,802 | |||||||
Accounts receivable, net | 31,050 | 367,908 | 37,016 | (352,805 | ) | 83,169 | |||||||||||
Inventories | 251,227 | 582,638 | 152,592 | — | 986,457 | ||||||||||||
Other current assets | 110,398 | 50,749 | 9,131 | — | 170,278 | ||||||||||||
Total current assets | 414,564 | 1,006,093 | 233,854 | (352,805 | ) | 1,301,706 | |||||||||||
Property, plant and equipment, net | 307,618 | 212,451 | 40,072 | — | 560,141 | ||||||||||||
Tuxedo rental product, net | 112,303 | 15,474 | 18,273 | — | 146,050 | ||||||||||||
Goodwill | 6,160 | 838,830 | 48,445 | — | 893,435 | ||||||||||||
Intangible assets, net | 266 | 642,659 | 22,010 | — | 664,935 | ||||||||||||
Investments in subsidiaries | 2,436,438 | — | — | (2,436,438 | ) | — | |||||||||||
Other assets | 69,272 | 875 | 9,417 | (42,732 | ) | 36,832 | |||||||||||
Total assets | $ | 3,346,621 | $ | 2,716,382 | $ | 372,071 | $ | (2,831,975 | ) | $ | 3,603,099 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable | $ | 421,947 | $ | 114,764 | $ | 49,160 | $ | (352,805 | ) | $ | 233,066 | ||||||
Accrued expenses and other current liabilities | 174,239 | 93,061 | 23,984 | — | 291,284 | ||||||||||||
Current maturities of long-term debt | 7,000 | — | — | — | 7,000 | ||||||||||||
Total current liabilities | 603,186 | 207,825 | 73,144 | (352,805 | ) | 531,350 | |||||||||||
Long-term debt | 1,679,634 | — | 33,432 | (33,432 | ) | 1,679,634 | |||||||||||
Deferred taxes and other liabilities | 84,261 | 326,135 | 11,479 | (9,300 | ) | 412,575 | |||||||||||
Shareholders’ equity | 979,540 | 2,182,422 | 254,016 | (2,436,438 | ) | 979,540 | |||||||||||
Total liabilities and shareholders’ equity | $ | 3,346,621 | $ | 2,716,382 | $ | 372,071 | $ | (2,831,975 | ) | $ | 3,603,099 | ||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
May 3, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 50,675 | $ | 1,738 | $ | 43,510 | $ | — | $ | 95,923 | |||||||
Accounts receivable, net | 21,317 | 61,146 | 37,186 | (51,871 | ) | 67,778 | |||||||||||
Inventories | 265,318 | 229,042 | 151,412 | — | 645,772 | ||||||||||||
Other current assets | 61,932 | 14,453 | 8,418 | — | 84,803 | ||||||||||||
Total current assets | 399,242 | 306,379 | 240,526 | (51,871 | ) | 894,276 | |||||||||||
Property, plant and equipment, net | 304,381 | 62,060 | 40,343 | — | 406,784 | ||||||||||||
Tuxedo rental product, net | 117,186 | 8,831 | 22,103 | — | 148,120 | ||||||||||||
Goodwill | 7,564 | 65,720 | 53,814 | — | 127,098 | ||||||||||||
Intangible assets, net | 374 | 30,000 | 27,592 | — | 57,966 | ||||||||||||
Investments in subsidiaries | 590,196 | — | — | (590,196 | ) | — | |||||||||||
Other assets | 66,195 | 363 | 10,582 | (70,406 | ) | 6,734 | |||||||||||
Total assets | $ | 1,485,138 | $ | 473,353 | $ | 394,960 | $ | (712,473 | ) | $ | 1,640,978 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable | $ | 79,674 | $ | 99,551 | $ | 41,472 | $ | (51,871 | ) | $ | 168,826 | ||||||
Accrued expenses and other current liabilities | 176,450 | 22,499 | 25,780 | — | 224,729 | ||||||||||||
Current maturities of long-term debt | 10,000 | — | — | — | 10,000 | ||||||||||||
Total current liabilities | 266,124 | 122,050 | 67,252 | (51,871 | ) | 403,555 | |||||||||||
Long-term debt | 85,000 | — | 59,906 | (59,906 | ) | 85,000 | |||||||||||
Deferred taxes and other liabilities | 91,287 | 15,867 | 13,042 | (10,500 | ) | 109,696 | |||||||||||
Shareholders’ equity | 1,042,727 | 335,436 | 254,760 | (590,196 | ) | 1,042,727 | |||||||||||
Total liabilities and shareholders’ equity | $ | 1,485,138 | $ | 473,353 | $ | 394,960 | $ | (712,473 | ) | $ | 1,640,978 | ||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
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 Statement of Earnings | |||||||||||||||||
For the Three Months Ended May 2, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
Net sales | $ | 455,494 | $ | 442,549 | $ | 99,761 | $ | (112,715 | ) | $ | 885,089 | ||||||
Cost of sales | 231,450 | 319,750 | 65,052 | (112,715 | ) | 503,537 | |||||||||||
Gross margin | 224,044 | 122,799 | 34,709 | — | 381,552 | ||||||||||||
Operating expenses | 194,025 | 107,282 | 28,036 | (3,080 | ) | 326,263 | |||||||||||
Operating income | 30,019 | 15,517 | 6,673 | 3,080 | 55,289 | ||||||||||||
Other income and expenses, net | 3,080 | — | — | (3,080 | ) | — | |||||||||||
Interest income | 556 | 818 | 24 | (1,370 | ) | 28 | |||||||||||
Interest expense | (27,097 | ) | (481 | ) | (275 | ) | 1,370 | (26,483 | ) | ||||||||
Loss on extinguishment of debt | (12,675 | ) | — | — | — | (12,675 | ) | ||||||||||
(Loss) earnings before income taxes | (6,117 | ) | 15,854 | 6,422 | — | 16,159 | |||||||||||
Provision for income taxes | 50 | 3,880 | 1,860 | — | 5,790 | ||||||||||||
(Loss) earnings before equity in net income of subsidiaries | (6,167 | ) | 11,974 | 4,562 | — | 10,369 | |||||||||||
Equity in earnings of subsidiaries | 16,536 | — | — | (16,536 | ) | — | |||||||||||
Net earnings attributable to common shareholders | $ | 10,369 | $ | 11,974 | $ | 4,562 | $ | (16,536 | ) | $ | 10,369 | ||||||
Comprehensive income | $ | 16,829 | $ | 11,974 | $ | 10,648 | $ | (22,622 | ) | $ | 16,829 | ||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Earnings | |||||||||||||||||
For the Three Months Ended May 3, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
Net sales | $ | 419,348 | $ | 252,658 | $ | 101,083 | $ | (142,615 | ) | $ | 630,474 | ||||||
Cost of sales | 213,215 | 210,813 | 65,697 | (142,615 | ) | 347,110 | |||||||||||
Gross margin | 206,133 | 41,845 | 35,386 | — | 283,364 | ||||||||||||
Operating expenses | 201,370 | 28,328 | 29,767 | (3,382 | ) | 256,083 | |||||||||||
Operating income | 4,763 | 13,517 | 5,619 | 3,382 | 27,281 | ||||||||||||
Other income and expenses, net | 3,008 | 374 | — | (3,382 | ) | — | |||||||||||
Interest income | 478 | 150 | 57 | (624 | ) | 61 | |||||||||||
Interest expense | (1,284 | ) | (152 | ) | (323 | ) | 624 | (1,135 | ) | ||||||||
Earnings before income taxes | 6,965 | 13,889 | 5,353 | — | 26,207 | ||||||||||||
Provision for income taxes | 7,008 | 1,609 | 1,132 | — | 9,749 | ||||||||||||
(Loss) earnings before equity in net income of subsidiaries | (43 | ) | 12,280 | 4,221 | — | 16,458 | |||||||||||
Equity in earnings of subsidiaries | 16,501 | — | — | (16,501 | ) | — | |||||||||||
Net earnings including non-controlling interest | 16,458 | 12,280 | 4,221 | (16,501 | ) | 16,458 | |||||||||||
Net loss attributable to non-controlling interest | 28 | — | 28 | (28 | ) | 28 | |||||||||||
Net earnings attributable to common shareholders | $ | 16,486 | $ | 12,280 | $ | 4,249 | $ | (16,529 | ) | $ | 16,486 | ||||||
Comprehensive income | $ | 22,477 | $ | 12,280 | $ | 10,429 | $ | (22,709 | ) | $ | 22,477 | ||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For the Three Months Ended May 2, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
Net cash provided by (used in) operating activities | $ | 44,953 | $ | 5,799 | $ | (1,767 | ) | $ | — | $ | 48,985 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (21,503 | ) | (5,858 | ) | (3,023 | ) | — | (30,384 | ) | ||||||||
Net cash used in investing activities | (21,503 | ) | (5,858 | ) | (3,023 | ) | — | (30,384 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from asset-based revolving credit facility | 3,000 | — | — | — | 3,000 | ||||||||||||
Payments on asset-based revolving credit facility | (3,000 | ) | — | — | — | (3,000 | ) | ||||||||||
Payments on new term loan | (4,500 | ) | — | — | — | (4,500 | ) | ||||||||||
Deferred financing costs | (3,566 | ) | — | — | — | (3,566 | ) | ||||||||||
Cash dividends paid | (8,863 | ) | — | — | — | (8,863 | ) | ||||||||||
Proceeds from issuance of common stock | 908 | — | — | — | 908 | ||||||||||||
Tax payments related to vested deferred stock units | (4,506 | ) | — | — | — | (4,506 | ) | ||||||||||
Excess tax benefits from share-based plans | 981 | — | — | — | 981 | ||||||||||||
Repurchases of common stock | (277 | ) | — | — | — | (277 | ) | ||||||||||
Net cash used in financing activities | (19,823 | ) | — | — | — | (19,823 | ) | ||||||||||
Effect of exchange rate changes | — | — | 763 | — | 763 | ||||||||||||
Increase (decrease) in cash and cash equivalents | 3,627 | (59 | ) | (4,027 | ) | — | (459 | ) | |||||||||
Cash and cash equivalents at beginning of period | 18,262 | 4,857 | 39,142 | — | 62,261 | ||||||||||||
Cash and cash equivalents at end of period | $ | 21,889 | $ | 4,798 | $ | 35,115 | $ | — | $ | 61,802 | |||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For the Three Months Ended May 3, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
Net cash provided by (used in) operating activities | $ | 78,972 | $ | (13,444 | ) | $ | 4,285 | $ | — | $ | 69,813 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (18,402 | ) | (1,773 | ) | (2,368 | ) | — | (22,543 | ) | ||||||||
Net cash used in investing activities | (18,402 | ) | (1,773 | ) | (2,368 | ) | — | (22,543 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Payments on previous term loan | (2,500 | ) | — | — | — | (2,500 | ) | ||||||||||
Deferred financing costs | (1,389 | ) | — | — | — | (1,389 | ) | ||||||||||
Cash dividends paid | (8,812 | ) | — | — | — | (8,812 | ) | ||||||||||
Proceeds from issuance of common stock | 4,373 | — | — | — | 4,373 | ||||||||||||
Tax payments related to vested deferred stock units | (5,732 | ) | — | — | — | (5,732 | ) | ||||||||||
Excess tax benefits from share-based plans | 3,002 | — | — | — | 3,002 | ||||||||||||
Repurchases of common stock | (251 | ) | — | — | — | (251 | ) | ||||||||||
Net cash used in financing activities | (11,309 | ) | — | — | — | (11,309 | ) | ||||||||||
Effect of exchange rate changes | — | — | 710 | — | 710 | ||||||||||||
Increase (decrease) in cash and cash equivalents | 49,261 | (15,217 | ) | 2,627 | — | 36,671 | |||||||||||
Cash and cash equivalents at beginning of period | 1,414 | 16,955 | 40,883 | — | 59,252 | ||||||||||||
Cash and cash equivalents at end of period | $ | 50,675 | $ | 1,738 | $ | 43,510 | $ | — | $ | 95,923 | |||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
2-May-15 | |
Significant Accounting Policies | |
Basis of Presentation | |
Basis of Presentation — The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. | |
Our business historically has been seasonal in nature and, as a result, the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended January 31, 2015. | |
Unless the context otherwise requires, “Company”, “we”, “us” and “our” refer to The Men’s Wearhouse, Inc. and its subsidiaries. | |
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. | |
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 for those listed below. | |
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The guidance requires that debt issuance costs related to a recognized debt liability be reported on the balance sheet as a direct deduction from the carrying amount of that debt liability. The guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and is required to be applied retrospectively. Early adoption is permitted. We have not adopted ASU 2015-03 but upon adoption, we will reclassify our debt issuance costs related to existing debt liabilities from assets to liabilities on the balance sheet. At May 2, 2015, we have $39.0 million of debt issuance costs recorded as assets on the balance sheet. | |
In May 2014, the FASB issued ASU 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. The guidance allows for either a full retrospective or a modified retrospective transition method. We are currently evaluating the impact of this guidance, including the transition method, on our financial position, results of operations and cash flows. | |
Acquisition_Tables
Acquisition (Tables) | 3 Months Ended | ||||||||||
2-May-15 | |||||||||||
Acquisition | |||||||||||
Summary of fair values of the identifiable assets acquired and liabilities assumed | |||||||||||
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): | |||||||||||
Adjusted | |||||||||||
Preliminary | Measurement | preliminary | |||||||||
valuation at | period | valuation at | |||||||||
August 2, 2014 | adjustments | May 2, 2015 | |||||||||
Cash | $ | 328.9 | $ | — | $ | 328.9 | |||||
Accounts receivable (mainly credit card receivables) | 7.1 | 1.2 | 8.3 | ||||||||
Inventories | 379.3 | (50.5 | ) | 328.8 | |||||||
Other current assets | 29.3 | 27.1 | 56.4 | ||||||||
Property and equipment | 174.8 | (9.5 | ) | 165.3 | |||||||
Goodwill | 744.7 | 23.9 | 768.6 | ||||||||
Intangible assets | 621.2 | 1 | 622.2 | ||||||||
Accounts payable, accrued expenses and other current liabilities | (177.0 | ) | 21.6 | (155.4 | ) | ||||||
Other liabilities (mainly deferred income taxes) | (288.0 | ) | (14.8 | ) | (302.8 | ) | |||||
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 | |||||||||||
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): | |||||||||||
For the Three | |||||||||||
Months Ended | |||||||||||
May 3, 2014 | |||||||||||
Total net sales | $ | 847,896 | |||||||||
Net earnings attributable to common shareholders | $ | 20,197 | |||||||||
Net earnings per common share attributable to common shareholders: | |||||||||||
Basic | $ | 0.42 | |||||||||
Diluted | $ | 0.42 | |||||||||
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | |||||||
2-May-15 | ||||||||
Earnings per Share | ||||||||
Computation of basic and diluted earnings per common share attributable to common shareholders | For the Three Months Ended | |||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Numerator | ||||||||
Total net earnings attributable to common shareholders | $ | 10,369 | $ | 16,486 | ||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) | (12 | ) | (65 | ) | ||||
Net earnings attributable to common shareholders | $ | 10,357 | $ | 16,421 | ||||
Denominator | ||||||||
Basic weighted-average common shares outstanding | 48,130 | 47,607 | ||||||
Dilutive effect of share-based awards | 299 | 367 | ||||||
Diluted weighted-average common shares outstanding | 48,429 | 47,974 | ||||||
Net earnings per common share attributable to common shareholders: | ||||||||
Basic | $ | 0.22 | $ | 0.34 | ||||
Diluted | $ | 0.21 | $ | 0.34 | ||||
Debt_Tables
Debt (Tables) | 3 Months Ended | ||||||||||
2-May-15 | |||||||||||
Debt | |||||||||||
Schedule of long-term debt | |||||||||||
The following table provides details on our long-term debt as of May 2, 2015, May 3, 2014 and January 31, 2015 (in thousands): | |||||||||||
May 2, | May 3, | January 31, | |||||||||
2015 | 2014 | 2015 | |||||||||
Term Loan (net of unamortized original issue discount of $6.1 million at May 2, 2015 and $10.0 million at January 31, 2015) | $ | 1,086,634 | $ | — | $ | 1,087,232 | |||||
Senior Notes | 600,000 | — | 600,000 | ||||||||
Term loan under Previous Credit Agreement | — | 95,000 | — | ||||||||
Total long-term debt | 1,686,634 | 95,000 | 1,687,232 | ||||||||
Current portion of long-term debt | (7,000 | ) | (10,000 | ) | (11,000 | ) | |||||
Total long-term debt, net of current portion | $ | 1,679,634 | $ | 85,000 | $ | 1,676,232 | |||||
Supplemental_Cash_Flows_Tables
Supplemental Cash Flows (Tables) | 3 Months Ended | |||||||
2-May-15 | ||||||||
Supplemental Cash Flows | ||||||||
Schedule of supplemental disclosure of cash flow information | ||||||||
Supplemental disclosure of cash flow information is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Cash paid for interest | $ | 25,834 | $ | 1,026 | ||||
Cash paid (refunded) for income taxes, net | $ | 5,030 | $ | (6,308 | ) | |||
Schedule of noncash investing and financing activities: | ||||||||
Cash dividends declared | $ | 8,764 | $ | 8,725 | ||||
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||||||||
2-May-15 | ||||||||||||||
Inventories | ||||||||||||||
Schedule of inventories | ||||||||||||||
The following table provides details on our inventories as of May 2, 2015, May 3, 2014 and January 31, 2015 (in thousands): | ||||||||||||||
May 2, | May 3, | January 31, | ||||||||||||
2015 | 2014 | 2015 | ||||||||||||
Finished goods | $ | 952,116 | $ | 599,403 | $ | 883,323 | ||||||||
Raw materials and merchandise components | 34,341 | 46,369 | 55,013 | |||||||||||
Total inventories | $ | 986,457 | $ | 645,772 | $ | 938,336 | ||||||||
Other_Current_Assets_Accrued_E1
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Tables) | 3 Months Ended | |||||||||||||
2-May-15 | ||||||||||||||
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities | ||||||||||||||
Other current assets | ||||||||||||||
Other current assets consist of the following (in thousands): | ||||||||||||||
May 2, | May 3, | January 31, | ||||||||||||
2015 | 2014 | 2015 | ||||||||||||
Tax receivable | $ | 86,761 | $ | 3,039 | $ | 87,916 | ||||||||
Prepaid expenses | 39,974 | 35,782 | 39,375 | |||||||||||
Current deferred tax assets | 23,631 | 38,536 | 23,777 | |||||||||||
Other | 19,912 | 7,446 | 24,506 | |||||||||||
Total other current assets | $ | 170,278 | $ | 84,803 | $ | 175,574 | ||||||||
Accrued expenses and other current liabilities | ||||||||||||||
Accrued expenses and other current liabilities consist of the following (in thousands): | ||||||||||||||
May 2, | May 3, | January 31, | ||||||||||||
2015 | 2014 | 2015 | ||||||||||||
Accrued salary, bonus, sabbatical, vacation and other benefits | $ | 69,922 | $ | 47,181 | $ | 83,515 | ||||||||
Customer deposits, prepayments and refunds payable | 59,830 | 58,955 | 24,540 | |||||||||||
Unredeemed gift certificates | 37,071 | 14,242 | 39,563 | |||||||||||
Sales, value added, payroll, property and other taxes payable | 36,199 | 25,313 | 28,765 | |||||||||||
Accrued workers compensation and medical costs | 28,816 | 21,862 | 28,814 | |||||||||||
Accrued interest | 14,161 | 380 | 15,715 | |||||||||||
Cash dividends declared | 8,764 | 8,725 | 8,987 | |||||||||||
Loyalty program reward certificates | 7,293 | 6,433 | 6,889 | |||||||||||
Accrued strategic professional fees | 4,888 | 24,605 | 7,566 | |||||||||||
Other | 23,012 | 12,756 | 24,581 | |||||||||||
Total accrued expenses and other current liabilities | $ | 289,956 | $ | 220,452 | $ | 268,935 | ||||||||
Deferred taxes and other liabilities | ||||||||||||||
Deferred taxes and other liabilities consist of the following (in thousands): | ||||||||||||||
May 2, | May 3, | January 31, | ||||||||||||
2015 | 2014 | 2015 | ||||||||||||
Non-current deferred and other income tax liabilities | $ | 331,728 | $ | 52,381 | $ | 328,271 | ||||||||
Deferred rent and landlord incentives | 62,737 | 55,948 | 61,475 | |||||||||||
Unfavorable lease liabilities | 11,062 | 278 | 12,040 | |||||||||||
Other | 7,048 | 1,089 | 7,540 | |||||||||||
Total deferred taxes and other liabilities | $ | 412,575 | $ | 109,696 | $ | 409,326 | ||||||||
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended | |||||||||||||
2-May-15 | ||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||
Summary of components of accumulated other comprehensive income (loss) | ||||||||||||||
The following table summarizes the components of accumulated other comprehensive income (loss) for the three months ended May 2, 2015 (in thousands and net of tax): | ||||||||||||||
Foreign | ||||||||||||||
Currency | Interest Rate | Pension | ||||||||||||
Translation | Swap | Plan | Total | |||||||||||
BALANCE — January 31, 2015 | $ | (4,232 | ) | $ | (1,665 | ) | $ | 226 | $ | (5,671 | ) | |||
Other comprehensive (loss) income before reclassifications | 6,086 | (34 | ) | — | 6,052 | |||||||||
Amounts reclassified from accumulated other comprehensive income | — | 408 | — | 408 | ||||||||||
Net current period other comprehensive income | 6,086 | 374 | — | 6,460 | ||||||||||
BALANCE —May 2, 2015 | $ | 1,854 | $ | (1,291 | ) | $ | 226 | $ | 789 | |||||
The following table summarizes the components of accumulated other comprehensive income for the three months ended May 3, 2014 (in thousands and net of tax): | ||||||||||||||
Foreign | ||||||||||||||
Currency | Interest Rate | Pension | ||||||||||||
Translation | Swap | Plan | Total | |||||||||||
BALANCE — February 1, 2014 | $ | 27,710 | $ | (399 | ) | $ | — | $ | 27,311 | |||||
Other comprehensive income before reclassifications | 6,180 | 19 | — | 6,199 | ||||||||||
Other comprehensive income attributable to non-controlling interest | (371 | ) | — | — | (371 | ) | ||||||||
Amounts reclassified from accumulated other comprehensive income | — | 163 | — | 163 | ||||||||||
Net current period other comprehensive income | 5,809 | 182 | — | 5,991 | ||||||||||
BALANCE —May 3, 2014 | $ | 33,519 | $ | (217 | ) | $ | — | $ | 33,302 | |||||
ShareBased_Compensation_Plans_
Share-Based Compensation Plans (Tables) | 3 Months Ended | |||||||||||
2-May-15 | ||||||||||||
Share-Based Compensation Plans | ||||||||||||
Summary of DSU activity | ||||||||||||
Weighted-Average | ||||||||||||
Shares | Grant-Date Fair Value | |||||||||||
Time- | Performance- | Time- | Performance- | |||||||||
Based | Based | Based | Based | |||||||||
Non-Vested at January 31, 2015 | 378,518 | 170,789 | $ | 42.67 | $ | 43.94 | ||||||
Granted | 344,620 | 28,660 | 52.28 | 52.75 | ||||||||
Vested(1) | (228,837 | ) | (18,977 | ) | 43.81 | 46.41 | ||||||
Forfeited | (10,529 | ) | (20,000 | ) | 34.58 | 33.09 | ||||||
Non-Vested at May 2, 2015 | 483,772 | 160,472 | $ | 49.16 | $ | 46.58 | ||||||
___________ | ||||||||||||
-1 | Includes 85,247 shares relinquished for tax payments related to vested deferred stock units for the three months ended May 2, 2015. | |||||||||||
Summary of restricted stock activity | ||||||||||||
Weighted-Average | ||||||||||||
Shares | Grant-Date Fair Value | |||||||||||
Non-Vested at January 31, 2015 | 67,790 | $ | 37.05 | |||||||||
Granted | 3,276 | 57.23 | ||||||||||
Vested | (22,498 | ) | 30.57 | |||||||||
Forfeited | (19,360 | ) | 27.77 | |||||||||
Non-Vested at May 2, 2015 | 29,208 | $ | 50.47 | |||||||||
Summary of stock option activity | ||||||||||||
Weighted- | ||||||||||||
Number of | Average | |||||||||||
Shares | Exercise Price | |||||||||||
Options outstanding at January 31, 2015 | 660,283 | $ | 38.28 | |||||||||
Granted | 19,241 | 52.5 | ||||||||||
Exercised | (2,500 | ) | 29.87 | |||||||||
Forfeited | — | — | ||||||||||
Expired | — | — | ||||||||||
Outstanding at May 2, 2015 | 677,024 | $ | 38.72 | |||||||||
Exercisable at May 2, 2015 | 308,187 | $ | 32.16 | |||||||||
Weighted-average assumptions used to calculate fair value of stock options | ||||||||||||
For the Three | ||||||||||||
Months Ended | ||||||||||||
May 2, 2015 | ||||||||||||
Risk-free interest rates | 1.40 | % | ||||||||||
Expected lives | 5.0 years | |||||||||||
Dividend yield | 1.38 | % | ||||||||||
Expected volatility | 40.77 | % | ||||||||||
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | ||||||||||
2-May-15 | |||||||||||
Goodwill and Other Intangible Assets | |||||||||||
Changes in the net carrying amount of goodwill | |||||||||||
Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the three months ended May 2, 2015 are as follows (in thousands): | |||||||||||
Corporate | |||||||||||
Retail | Apparel | Total | |||||||||
Balance, January 31, 2015 | $ | 861,180 | $ | 26,756 | $ | 887,936 | |||||
Goodwill of acquired business | 4,361 | — | 4,361 | ||||||||
Translation adjustment | 995 | 143 | 1,138 | ||||||||
Balance, May 2, 2015 | $ | 866,536 | $ | 26,899 | $ | 893,435 | |||||
Gross carrying amount and accumulated amortization of intangible assets | |||||||||||
The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): | |||||||||||
May 2, | May 3, | January 31, | |||||||||
2015 | 2014 | 2015 | |||||||||
Amortizable intangible assets: | |||||||||||
Carrying amount: | |||||||||||
Trademarks and tradenames | $ | 16,464 | $ | 12,096 | $ | 16,448 | |||||
Favorable leases | 24,400 | — | 24,400 | ||||||||
Customer relationships | 84,960 | 34,492 | 84,788 | ||||||||
Total carrying amount | 125,824 | 46,588 | 125,636 | ||||||||
Accumulated amortization: | |||||||||||
Trademarks and tradenames | (9,445 | ) | (9,090 | ) | (9,331 | ) | |||||
Favorable leases | (2,636 | ) | — | (1,883 | ) | ||||||
Customer relationships | (19,120 | ) | (10,882 | ) | (16,468 | ) | |||||
Total accumulated amortization | (31,201 | ) | (19,972 | ) | (27,682 | ) | |||||
Total amortizable intangible assets, net | 94,623 | 26,616 | 97,954 | ||||||||
Indefinite-lived intangible assets: | |||||||||||
Trademarks and tradename | 570,312 | 31,350 | 570,305 | ||||||||
Total intangible assets, net | $ | 664,935 | $ | 57,966 | $ | 668,259 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||||||||
2-May-15 | ||||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||||
Schedule of fair value and carrying value of long-term debt | ||||||||||||||||||||
The table below shows the fair value and carrying value of our long-term debt, including current maturities (in thousands): | ||||||||||||||||||||
May 2, 2015 | May 3, 2014 | January 31, 2015 | ||||||||||||||||||
Carrying | Estimated | Carrying | Estimated | Carrying | Estimated | |||||||||||||||
Amount | Fair Value | Amount | Fair Value | Amount | Fair Value | |||||||||||||||
Long-term debt, including current maturities | $ | 1,686,634 | $ | 1,737,050 | $ | 95,000 | $ | 95,000 | $ | 1,687,232 | $ | 1,706,546 | ||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
2-May-15 | ||||||||
Segment Reporting | ||||||||
Net sales by brand and reportable segment | ||||||||
Net sales by brand and reportable segment are as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Net sales: | ||||||||
MW (1) | $ | 456,376 | $ | 420,979 | ||||
Jos. A. Bank | 216,062 | — | ||||||
Moores | 47,520 | 52,502 | ||||||
K&G | 95,996 | 92,421 | ||||||
MW Cleaners | 8,317 | 7,747 | ||||||
Total retail segment | 824,271 | 573,649 | ||||||
Twin Hill | 8,578 | 8,244 | ||||||
Dimensions and Alexandra (UK) | 52,240 | 48,581 | ||||||
Total corporate apparel segment | 60,818 | 56,825 | ||||||
Total net sales | $ | 885,089 | $ | 630,474 | ||||
-1 | MW includes Men’s Wearhouse and Men’s Wearhouse and Tux stores and JA Holding. | |||||||
Supplemental products and services sales information | ||||||||
The following table sets forth supplemental products and services sales information for the Company (in thousands): | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Net sales: | ||||||||
Men’s tailored clothing product | $ | 386,336 | $ | 239,436 | ||||
Men’s non-tailored clothing product | 256,010 | 171,106 | ||||||
Ladies clothing product | 21,632 | 20,851 | ||||||
Other | 2,884 | 1,631 | ||||||
Total retail clothing product | 666,862 | 433,024 | ||||||
Tuxedo rental services | 103,129 | 101,663 | ||||||
Alteration services | 45,963 | 31,215 | ||||||
Retail dry cleaning services | 8,317 | 7,747 | ||||||
Total alteration and other services | 54,280 | 38,962 | ||||||
Corporate apparel clothing product | 60,818 | 56,825 | ||||||
Total net sales | $ | 885,089 | $ | 630,474 | ||||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||||||||
Operating income by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands): | ||||||||
For the Three Months Ended | ||||||||
May 2, | May 3, | |||||||
2015 | 2014 | |||||||
Operating income: | ||||||||
Retail | $ | 54,033 | $ | 26,525 | ||||
Corporate apparel | 1,256 | 756 | ||||||
Operating income | 55,289 | 27,281 | ||||||
Interest income | 28 | 61 | ||||||
Interest expense | (26,483 | ) | (1,135 | ) | ||||
Loss on extinguishment of debt | (12,675 | ) | — | |||||
Earnings before income taxes | $ | 16,159 | $ | 26,207 | ||||
Condensed_Consolidating_Inform1
Condensed Consolidating Information (Tables) | 3 Months Ended | ||||||||||||||||
2-May-15 | |||||||||||||||||
Condensed Consolidating Information | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
May 2, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 21,889 | $ | 4,798 | $ | 35,115 | $ | — | $ | 61,802 | |||||||
Accounts receivable, net | 31,050 | 367,908 | 37,016 | (352,805 | ) | 83,169 | |||||||||||
Inventories | 251,227 | 582,638 | 152,592 | — | 986,457 | ||||||||||||
Other current assets | 110,398 | 50,749 | 9,131 | — | 170,278 | ||||||||||||
Total current assets | 414,564 | 1,006,093 | 233,854 | (352,805 | ) | 1,301,706 | |||||||||||
Property, plant and equipment, net | 307,618 | 212,451 | 40,072 | — | 560,141 | ||||||||||||
Tuxedo rental product, net | 112,303 | 15,474 | 18,273 | — | 146,050 | ||||||||||||
Goodwill | 6,160 | 838,830 | 48,445 | — | 893,435 | ||||||||||||
Intangible assets, net | 266 | 642,659 | 22,010 | — | 664,935 | ||||||||||||
Investments in subsidiaries | 2,436,438 | — | — | (2,436,438 | ) | — | |||||||||||
Other assets | 69,272 | 875 | 9,417 | (42,732 | ) | 36,832 | |||||||||||
Total assets | $ | 3,346,621 | $ | 2,716,382 | $ | 372,071 | $ | (2,831,975 | ) | $ | 3,603,099 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable | $ | 421,947 | $ | 114,764 | $ | 49,160 | $ | (352,805 | ) | $ | 233,066 | ||||||
Accrued expenses and other current liabilities | 174,239 | 93,061 | 23,984 | — | 291,284 | ||||||||||||
Current maturities of long-term debt | 7,000 | — | — | — | 7,000 | ||||||||||||
Total current liabilities | 603,186 | 207,825 | 73,144 | (352,805 | ) | 531,350 | |||||||||||
Long-term debt | 1,679,634 | — | 33,432 | (33,432 | ) | 1,679,634 | |||||||||||
Deferred taxes and other liabilities | 84,261 | 326,135 | 11,479 | (9,300 | ) | 412,575 | |||||||||||
Shareholders’ equity | 979,540 | 2,182,422 | 254,016 | (2,436,438 | ) | 979,540 | |||||||||||
Total liabilities and shareholders’ equity | $ | 3,346,621 | $ | 2,716,382 | $ | 372,071 | $ | (2,831,975 | ) | $ | 3,603,099 | ||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
May 3, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
ASSETS | |||||||||||||||||
CURRENT ASSETS: | |||||||||||||||||
Cash and cash equivalents | $ | 50,675 | $ | 1,738 | $ | 43,510 | $ | — | $ | 95,923 | |||||||
Accounts receivable, net | 21,317 | 61,146 | 37,186 | (51,871 | ) | 67,778 | |||||||||||
Inventories | 265,318 | 229,042 | 151,412 | — | 645,772 | ||||||||||||
Other current assets | 61,932 | 14,453 | 8,418 | — | 84,803 | ||||||||||||
Total current assets | 399,242 | 306,379 | 240,526 | (51,871 | ) | 894,276 | |||||||||||
Property, plant and equipment, net | 304,381 | 62,060 | 40,343 | — | 406,784 | ||||||||||||
Tuxedo rental product, net | 117,186 | 8,831 | 22,103 | — | 148,120 | ||||||||||||
Goodwill | 7,564 | 65,720 | 53,814 | — | 127,098 | ||||||||||||
Intangible assets, net | 374 | 30,000 | 27,592 | — | 57,966 | ||||||||||||
Investments in subsidiaries | 590,196 | — | — | (590,196 | ) | — | |||||||||||
Other assets | 66,195 | 363 | 10,582 | (70,406 | ) | 6,734 | |||||||||||
Total assets | $ | 1,485,138 | $ | 473,353 | $ | 394,960 | $ | (712,473 | ) | $ | 1,640,978 | ||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||||||
CURRENT LIABILITIES: | |||||||||||||||||
Accounts payable | $ | 79,674 | $ | 99,551 | $ | 41,472 | $ | (51,871 | ) | $ | 168,826 | ||||||
Accrued expenses and other current liabilities | 176,450 | 22,499 | 25,780 | — | 224,729 | ||||||||||||
Current maturities of long-term debt | 10,000 | — | — | — | 10,000 | ||||||||||||
Total current liabilities | 266,124 | 122,050 | 67,252 | (51,871 | ) | 403,555 | |||||||||||
Long-term debt | 85,000 | — | 59,906 | (59,906 | ) | 85,000 | |||||||||||
Deferred taxes and other liabilities | 91,287 | 15,867 | 13,042 | (10,500 | ) | 109,696 | |||||||||||
Shareholders’ equity | 1,042,727 | 335,436 | 254,760 | (590,196 | ) | 1,042,727 | |||||||||||
Total liabilities and shareholders’ equity | $ | 1,485,138 | $ | 473,353 | $ | 394,960 | $ | (712,473 | ) | $ | 1,640,978 | ||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Balance Sheet | |||||||||||||||||
January 31, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
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 | |||||||
Condensed Consolidating Statement of Earnings | |||||||||||||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Earnings | |||||||||||||||||
For the Three Months Ended May 2, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
Net sales | $ | 455,494 | $ | 442,549 | $ | 99,761 | $ | (112,715 | ) | $ | 885,089 | ||||||
Cost of sales | 231,450 | 319,750 | 65,052 | (112,715 | ) | 503,537 | |||||||||||
Gross margin | 224,044 | 122,799 | 34,709 | — | 381,552 | ||||||||||||
Operating expenses | 194,025 | 107,282 | 28,036 | (3,080 | ) | 326,263 | |||||||||||
Operating income | 30,019 | 15,517 | 6,673 | 3,080 | 55,289 | ||||||||||||
Other income and expenses, net | 3,080 | — | — | (3,080 | ) | — | |||||||||||
Interest income | 556 | 818 | 24 | (1,370 | ) | 28 | |||||||||||
Interest expense | (27,097 | ) | (481 | ) | (275 | ) | 1,370 | (26,483 | ) | ||||||||
Loss on extinguishment of debt | (12,675 | ) | — | — | — | (12,675 | ) | ||||||||||
(Loss) earnings before income taxes | (6,117 | ) | 15,854 | 6,422 | — | 16,159 | |||||||||||
Provision for income taxes | 50 | 3,880 | 1,860 | — | 5,790 | ||||||||||||
(Loss) earnings before equity in net income of subsidiaries | (6,167 | ) | 11,974 | 4,562 | — | 10,369 | |||||||||||
Equity in earnings of subsidiaries | 16,536 | — | — | (16,536 | ) | — | |||||||||||
Net earnings attributable to common shareholders | $ | 10,369 | $ | 11,974 | $ | 4,562 | $ | (16,536 | ) | $ | 10,369 | ||||||
Comprehensive income | $ | 16,829 | $ | 11,974 | $ | 10,648 | $ | (22,622 | ) | $ | 16,829 | ||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Earnings | |||||||||||||||||
For the Three Months Ended May 3, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
Net sales | $ | 419,348 | $ | 252,658 | $ | 101,083 | $ | (142,615 | ) | $ | 630,474 | ||||||
Cost of sales | 213,215 | 210,813 | 65,697 | (142,615 | ) | 347,110 | |||||||||||
Gross margin | 206,133 | 41,845 | 35,386 | — | 283,364 | ||||||||||||
Operating expenses | 201,370 | 28,328 | 29,767 | (3,382 | ) | 256,083 | |||||||||||
Operating income | 4,763 | 13,517 | 5,619 | 3,382 | 27,281 | ||||||||||||
Other income and expenses, net | 3,008 | 374 | — | (3,382 | ) | — | |||||||||||
Interest income | 478 | 150 | 57 | (624 | ) | 61 | |||||||||||
Interest expense | (1,284 | ) | (152 | ) | (323 | ) | 624 | (1,135 | ) | ||||||||
Earnings before income taxes | 6,965 | 13,889 | 5,353 | — | 26,207 | ||||||||||||
Provision for income taxes | 7,008 | 1,609 | 1,132 | — | 9,749 | ||||||||||||
(Loss) earnings before equity in net income of subsidiaries | (43 | ) | 12,280 | 4,221 | — | 16,458 | |||||||||||
Equity in earnings of subsidiaries | 16,501 | — | — | (16,501 | ) | — | |||||||||||
Net earnings including non-controlling interest | 16,458 | 12,280 | 4,221 | (16,501 | ) | 16,458 | |||||||||||
Net loss attributable to non-controlling interest | 28 | — | 28 | (28 | ) | 28 | |||||||||||
Net earnings attributable to common shareholders | $ | 16,486 | $ | 12,280 | $ | 4,249 | $ | (16,529 | ) | $ | 16,486 | ||||||
Comprehensive income | $ | 22,477 | $ | 12,280 | $ | 10,429 | $ | (22,709 | ) | $ | 22,477 | ||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For the Three Months Ended May 2, 2015 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
Net cash provided by (used in) operating activities | $ | 44,953 | $ | 5,799 | $ | (1,767 | ) | $ | — | $ | 48,985 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (21,503 | ) | (5,858 | ) | (3,023 | ) | — | (30,384 | ) | ||||||||
Net cash used in investing activities | (21,503 | ) | (5,858 | ) | (3,023 | ) | — | (30,384 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Proceeds from asset-based revolving credit facility | 3,000 | — | — | — | 3,000 | ||||||||||||
Payments on asset-based revolving credit facility | (3,000 | ) | — | — | — | (3,000 | ) | ||||||||||
Payments on new term loan | (4,500 | ) | — | — | — | (4,500 | ) | ||||||||||
Deferred financing costs | (3,566 | ) | — | — | — | (3,566 | ) | ||||||||||
Cash dividends paid | (8,863 | ) | — | — | — | (8,863 | ) | ||||||||||
Proceeds from issuance of common stock | 908 | — | — | — | 908 | ||||||||||||
Tax payments related to vested deferred stock units | (4,506 | ) | — | — | — | (4,506 | ) | ||||||||||
Excess tax benefits from share-based plans | 981 | — | — | — | 981 | ||||||||||||
Repurchases of common stock | (277 | ) | — | — | — | (277 | ) | ||||||||||
Net cash used in financing activities | (19,823 | ) | — | — | — | (19,823 | ) | ||||||||||
Effect of exchange rate changes | — | — | 763 | — | 763 | ||||||||||||
Increase (decrease) in cash and cash equivalents | 3,627 | (59 | ) | (4,027 | ) | — | (459 | ) | |||||||||
Cash and cash equivalents at beginning of period | 18,262 | 4,857 | 39,142 | — | 62,261 | ||||||||||||
Cash and cash equivalents at end of period | $ | 21,889 | $ | 4,798 | $ | 35,115 | $ | — | $ | 61,802 | |||||||
The Men’s Wearhouse, Inc. | |||||||||||||||||
Condensed Consolidating Statement of Cash Flows | |||||||||||||||||
For the Three Months Ended May 3, 2014 | |||||||||||||||||
(in thousands) | |||||||||||||||||
The Men’s | Guarantor | Non-Guarantor | |||||||||||||||
Wearhouse Inc. | Subsidiaries | Subsidiaries | Eliminations | Consolidated | |||||||||||||
Net cash provided by (used in) operating activities | $ | 78,972 | $ | (13,444 | ) | $ | 4,285 | $ | — | $ | 69,813 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||||||||
Capital expenditures | (18,402 | ) | (1,773 | ) | (2,368 | ) | — | (22,543 | ) | ||||||||
Net cash used in investing activities | (18,402 | ) | (1,773 | ) | (2,368 | ) | — | (22,543 | ) | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||||||||
Payments on previous term loan | (2,500 | ) | — | — | — | (2,500 | ) | ||||||||||
Deferred financing costs | (1,389 | ) | — | — | — | (1,389 | ) | ||||||||||
Cash dividends paid | (8,812 | ) | — | — | — | (8,812 | ) | ||||||||||
Proceeds from issuance of common stock | 4,373 | — | — | — | 4,373 | ||||||||||||
Tax payments related to vested deferred stock units | (5,732 | ) | — | — | — | (5,732 | ) | ||||||||||
Excess tax benefits from share-based plans | 3,002 | — | — | — | 3,002 | ||||||||||||
Repurchases of common stock | (251 | ) | — | — | — | (251 | ) | ||||||||||
Net cash used in financing activities | (11,309 | ) | — | — | — | (11,309 | ) | ||||||||||
Effect of exchange rate changes | — | — | 710 | — | 710 | ||||||||||||
Increase (decrease) in cash and cash equivalents | 49,261 | (15,217 | ) | 2,627 | — | 36,671 | |||||||||||
Cash and cash equivalents at beginning of period | 1,414 | 16,955 | 40,883 | — | 59,252 | ||||||||||||
Cash and cash equivalents at end of period | $ | 50,675 | $ | 1,738 | $ | 43,510 | $ | — | $ | 95,923 | |||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 2-May-15 |
In Millions, unless otherwise specified | |
Significant Accounting Policies | |
Debt issuance costs recorded as assets | $39 |
Acquisition_Details
Acquisition (Details) (USD $) | 0 Months Ended | 3 Months Ended | ||
Jun. 18, 2014 | 2-May-15 | 3-May-14 | Jan. 31, 2015 | |
Fair values of the identifiable assets acquired and liabilities assumed | ||||
Goodwill | $893,435,000 | $127,098,000 | $887,936,000 | |
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 | |||
Integration costs | 5,800,000 | |||
Fair values of the identifiable assets acquired and liabilities assumed | ||||
Cash | 328,900,000 | |||
Accounts receivable (mainly credit card receivables) | 8,300,000 | |||
Inventories | 328,800,000 | |||
Other current assets | 56,400,000 | |||
Property and equipment | 165,300,000 | |||
Goodwill | 768,600,000 | |||
Intangible assets | 622,200,000 | |||
Accounts payable, accrued expenses and other current liabilities | -155,400,000 | |||
Other liabilities (mainly deferred income taxes) | -302,800,000 | |||
Total purchase price | 1,820,300,000 | |||
Less: Cash acquired | -328,900,000 | |||
Total purchase price, net of cash acquired | 1,491,400,000 | |||
Unaudited pro forma consolidated financial information | ||||
Total net sales | 847,896,000 | |||
Net earnings attributable to common shareholders | 20,197,000 | |||
Net earnings per common share attributable to common shareholders: | ||||
Basic (in dollars per share) | $0.42 | |||
Diluted (in dollars per share) | $0.42 | |||
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 (mainly credit card receivables) | 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 (mainly deferred income taxes) | -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 (mainly credit card receivables) | 1,200,000 | |||
Inventories | -50,500,000 | |||
Other current assets | 27,100,000 | |||
Property and equipment | -9,500,000 | |||
Goodwill | 23,900,000 | |||
Intangible assets | 1,000,000 | |||
Accounts payable, accrued expenses and other current liabilities | 21,600,000 | |||
Other liabilities (mainly deferred income taxes) | -14,800,000 | |||
Jos. A. Bank | Senior Notes | ||||
Acquisitions | ||||
Amount borrowed | 600,000,000 | |||
Jos. A. Bank | 2014 Credit Facilities | Term Loan | ||||
Acquisitions | ||||
Amount borrowed | $1,100,000,000 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | 2-May-15 | 3-May-14 |
Numerator | ||
Total net earnings attributable to common shareholders | $10,369 | $16,486 |
Net earnings allocated to participating securities (restricted stock and deferred stock units) - basic | -12 | -65 |
Net earnings allocated to participating securities (restricted stock and deferred stock units) - diluted | -12 | -65 |
Net earnings attributable to common shareholders - basic | 10,357 | 16,421 |
Net earnings attributable to common shareholders - diluted | $10,357 | $16,421 |
Denominator | ||
Basic weighted-average common shares outstanding | 48,130 | 47,607 |
Dilutive effect of share-based awards (in shares) | 299 | 367 |
Diluted weighted-average common shares outstanding | 48,429 | 47,974 |
Net earnings per common share attributable to common shareholders: | ||
Basic (in dollars per share) | $0.22 | $0.34 |
Diluted (in dollars per share) | $0.21 | $0.34 |
Earnings_per_Share_Details_2
Earnings per Share (Details 2) (Stock Options) | 3 Months Ended | |
In Millions, unless otherwise specified | 2-May-15 | 3-May-14 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share | ||
Anti-dilutive shares of common stock excluded from the calculation of diluted earnings per common share (in shares) | 0.3 | 0.1 |
Debt_Details
Debt (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
2-May-15 | Jun. 18, 2014 | Apr. 07, 2015 | |
Debt | |||
Maximum quarterly dividends on common stock per debt covenants | $10,000,000 | ||
Loss on extinguishment of debt | 12,675,000 | ||
Interest rate swap | |||
Debt | |||
Notional amount | 520,000,000 | ||
Fixed rate payable (as a percent) | 5.03% | ||
Applicable margin included in fixed rate (as a percent) | 3.50% | ||
Interest rate swap | LIBOR | |||
Debt | |||
Period for interest rate basis for variable rate receivable | 3 months | ||
Jos. A. Bank | |||
Debt | |||
Purchase price for the acquisition | 1,800,000,000 | ||
Senior Notes | |||
Debt | |||
Aggregate principal amount of debt issued | 600,000,000 | ||
Interest rate (as a percent) | 7.00% | ||
2014 Credit Facilities | Term Loan | |||
Debt | |||
Aggregate principal amount of debt issued | 1,100,000,000 | ||
Total variable interest rate (as a percent) | 4.50% | ||
Portion of term loan refinanced at a fixed rate | 400,000,000 | ||
Fixed rate on refinanced amount (as a percent) | 5.00% | ||
Deferred financing costs incurred | 3,600,000 | ||
Loss on extinguishment of debt | 12,700,000 | ||
Weighted average interest rate (as a percent) | 4.93% | ||
2014 Credit Facilities | Term Loan | LIBOR | |||
Debt | |||
Period for variable rate basis | 3 months | ||
Actual LIBOR rate (as a percent) | 0.28% | ||
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 | 500,000,000 | |
Amount drawn | 0 | 340,000,000 | |
Total credit facility with expansion feature | 650,000,000 | ||
Letters of credit issued and outstanding | 18,800,000 | ||
Borrowings available under credit facility | 441,400,000 | ||
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 |
Debt_Details_2
Debt (Details 2) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 | Jun. 18, 2014 |
Debt | ||||
Long-term debt | $1,686,634,000 | $1,687,232,000 | $95,000,000 | |
Current portion of long-term debt | -7,000,000 | -11,000,000 | -10,000,000 | |
Total long-term debt, net of current portion | 1,679,634,000 | 1,676,232,000 | 85,000,000 | |
Senior Notes | ||||
Debt | ||||
Long-term debt | 600,000,000 | 600,000,000 | ||
2014 Credit Facilities | Term Loan | ||||
Debt | ||||
Long-term debt | 1,086,634,000 | 1,087,232,000 | ||
Unamortized original issue discount | 6,100,000 | 10,000,000 | 11,000,000 | |
Previous Credit Agreement | Term Loan | ||||
Debt | ||||
Long-term debt | $95,000,000 |
Supplemental_Cash_Flows_Detail
Supplemental Cash Flows (Details) (USD $) | 3 Months Ended | ||
2-May-15 | 3-May-14 | Jan. 31, 2015 | |
Supplemental Cash Flows | |||
Cash paid for interest | $25,834,000 | $1,026,000 | |
Cash paid (refunded) for income taxes, net | 5,030,000 | -6,308,000 | |
Schedule of noncash investing and financing activities: | |||
Cash dividends declared | 8,764,000 | 8,725,000 | 8,987,000 |
Unpaid capital expenditure purchases | |||
Unpaid capital expenditure purchases | $11,000,000 | $8,000,000 |
Inventories_Details
Inventories (Details) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
Inventories | |||
Finished goods | $952,116 | $883,323 | $599,403 |
Raw materials and merchandise components | 34,341 | 55,013 | 46,369 |
Total inventories | $986,457 | $938,336 | $645,772 |
Other_Current_Assets_Accrued_E2
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Details) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
Other current assets | |||
Tax receivable | $86,761 | $87,916 | $3,039 |
Prepaid expenses | 39,974 | 39,375 | 35,782 |
Current deferred tax assets | 23,631 | 23,777 | 38,536 |
Other | 19,912 | 24,506 | 7,446 |
Total other current assets | 170,278 | 175,574 | 84,803 |
Accrued expenses and other current liabilities | |||
Accrued salary, bonus, sabbatical, vacation and other benefits | 69,922 | 83,515 | 47,181 |
Customer deposits, prepayments and refunds payable | 59,830 | 24,540 | 58,955 |
Unredeemed gift certificates | 37,071 | 39,563 | 14,242 |
Sales, value added, payroll, property and other taxes payable | 36,199 | 28,765 | 25,313 |
Accrued workers compensation and medical costs | 28,816 | 28,814 | 21,862 |
Accrued interest | 14,161 | 15,715 | 380 |
Cash dividends declared | 8,764 | 8,987 | 8,725 |
Loyalty program reward certificates | 7,293 | 6,889 | 6,433 |
Accrued strategic professional fees | 4,888 | 7,566 | 24,605 |
Other | 23,012 | 24,581 | 12,756 |
Total accrued expenses and other current liabilities | 289,956 | 268,935 | 220,452 |
Deferred taxes and other liabilities | |||
Non-current deferred and other income tax liabilities | 331,728 | 328,271 | 52,381 |
Deferred rent and landlord incentives | 62,737 | 61,475 | 55,948 |
Unfavorable lease liabilities | 11,062 | 12,040 | 278 |
Other | 7,048 | 7,540 | 1,089 |
Total deferred taxes and other liabilities | $412,575 | $409,326 | $109,696 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Loss) (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 | Jan. 31, 2015 |
Change in accumulated other comprehensive income components | |||
Balance at the beginning of the period | ($5,671) | $27,311 | |
Other comprehensive (loss) income before reclassifications | 6,052 | 6,199 | |
Other comprehensive income attributable to non-controlling interest | -371 | ||
Amounts reclassified from accumulated other comprehensive income | 408 | 163 | |
Net current period other comprehensive income | 6,460 | 5,991 | |
Balance at the end of the period | 789 | 33,302 | |
Foreign Currency Translation | |||
Change in accumulated other comprehensive income components | |||
Balance at the beginning of the period | -4,232 | 27,710 | |
Other comprehensive (loss) income before reclassifications | 6,086 | 6,180 | |
Other comprehensive income attributable to non-controlling interest | -371 | ||
Net current period other comprehensive income | 6,086 | 5,809 | |
Balance at the end of the period | 1,854 | 33,519 | |
Interest Rate Swap | |||
Change in accumulated other comprehensive income components | |||
Balance at the beginning of the period | -1,665 | -399 | |
Other comprehensive (loss) income before reclassifications | -34 | 19 | |
Amounts reclassified from accumulated other comprehensive income | 408 | 163 | |
Net current period other comprehensive income | 374 | 182 | |
Balance at the end of the period | -1,291 | -217 | |
Pension Plan | |||
Change in accumulated other comprehensive income components | |||
Balance at the beginning of the period | 226 | ||
Balance at the end of the period | $226 | $226 |
ShareBased_Compensation_Plans_1
Share-Based Compensation Plans (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | 2-May-15 | 3-May-14 |
Share-based compensation | ||
Share-based compensation expense | $4.50 | $4 |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ||
Unrecognized compensation cost | ||
Unrecognized compensation cost | $27.20 | |
Compensation recognition period | 1 year 10 months 24 days | |
DSUs | ||
Additional information | ||
Shares relinquished for tax withholding | 85,247 | |
Vesting period | 3 years | |
Time-Based DSUs | ||
Shares | ||
Non-Vested at the beginning of the period (in shares) | 378,518 | |
Granted (in shares) | 344,620 | |
Vested (in shares) | -228,837 | |
Forfeited (in shares) | -10,529 | |
Non-Vested at the end of the period (in shares) | 483,772 | |
Weighted-Average Grant-Date Fair Value | ||
Non-Vested at the beginning of the period (in dollars per share) | $42.67 | |
Granted (in dollars per share) | $52.28 | |
Vested (in dollars per share) | $43.81 | |
Forfeited (in dollars per share) | $34.58 | |
Non-Vested at the end of the period (in dollars per share) | $49.16 | |
Time-Based DSUs | Awards granted prior to April 3, 2013 | ||
Shares | ||
Non-Vested at the end of the period (in shares) | 17,576 | |
Performance-Based DSUs, including performance units | ||
Shares | ||
Non-Vested at the beginning of the period (in shares) | 170,789 | |
Granted (in shares) | 28,660 | |
Vested (in shares) | -18,977 | |
Forfeited (in shares) | -20,000 | |
Non-Vested at the end of the period (in shares) | 160,472 | |
Weighted-Average Grant-Date Fair Value | ||
Non-Vested at the beginning of the period (in dollars per share) | $43.94 | |
Granted (in dollars per share) | $52.75 | |
Vested (in dollars per share) | $46.41 | |
Forfeited (in dollars per share) | $33.09 | |
Non-Vested at the end of the period (in dollars per share) | $46.58 | |
Performance-based DSUs | ||
Shares | ||
Granted (in shares) | 22,645 | |
Additional information | ||
Number of shares of common stock received for each performance share | 1 | |
Performance-based DSUs | Granted in April 2014 | ||
Additional information | ||
Number of shares of common stock received for each performance share | 1 | |
Vesting period | 1 year | |
Performance units | ||
Shares | ||
Granted (in shares) | 6,015 | |
Performance units | Maximum | ||
Additional information | ||
Number of shares of common stock received for each performance share | 2.25 | |
Restricted Stock | ||
Shares | ||
Non-Vested at the beginning of the period (in shares) | 67,790 | |
Granted (in shares) | 3,276 | |
Vested (in shares) | -22,498 | |
Forfeited (in shares) | -19,360 | |
Non-Vested at the end of the period (in shares) | 29,208 | |
Weighted-Average Grant-Date Fair Value | ||
Non-Vested at the beginning of the period (in dollars per share) | $37.05 | |
Granted (in dollars per share) | $57.23 | |
Vested (in dollars per share) | $30.57 | |
Forfeited (in dollars per share) | $27.77 | |
Non-Vested at the end of the period (in dollars per share) | $50.47 |
ShareBased_Compensation_Plans_2
Share-Based Compensation Plans (Details 2) (Stock Options, USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | 2-May-15 |
Stock Options | |
Shares | |
Outstanding at the beginning of the period (in shares) | 660,283 |
Granted (in shares) | 19,241 |
Exercised (in shares) | -2,500 |
Outstanding at the end of the period (in shares) | 677,024 |
Exercisable at the end of the period (in shares) | 308,187 |
Weighted-Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $38.28 |
Granted (in dollars per share) | $52.50 |
Exercised (in dollars per share) | $29.87 |
Outstanding at the end of the period (in dollars per share) | $38.72 |
Exercisable at the end of the period (in dollars per share) | $32.16 |
Additional disclosures | |
Weighted-average grant date fair value of stock options granted (in dollars per share) | $17.24 |
Assumptions used to value stock options | |
Risk-free interest rate (as a percent) | 1.40% |
Expected lives | 5 years |
Dividend yield (as a percent) | 1.38% |
Expected volatility (as a percent) | 40.77% |
Unrecognized compensation cost | |
Unrecognized compensation cost related to non-vested stock options | $4.30 |
Compensation recognition period | 1 year 9 months 18 days |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | $887,936 | $127,098 |
Goodwill of acquired business | 4,361 | |
Translation adjustment | 1,138 | |
Balance at the end of the period | 893,435 | 127,098 |
Retail Segment | ||
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | 861,180 | |
Goodwill of acquired business | 4,361 | |
Translation adjustment | 995 | |
Balance at the end of the period | 866,536 | |
Corporate Apparel Segment | ||
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | 26,756 | |
Translation adjustment | 143 | |
Balance at the end of the period | $26,899 |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details 2) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
Amortizable intangible assets: | |||
Carrying amount | $125,824 | $125,636 | $46,588 |
Accumulated amortization | -31,201 | -27,682 | -19,972 |
Total amortizable intangible assets, net | 94,623 | 97,954 | 26,616 |
Indefinite-lived intangible assets: | |||
Trademarks and tradenames | 570,312 | 570,305 | 31,350 |
Total intangible assets, net | 664,935 | 668,259 | 57,966 |
Trademarks and tradenames | |||
Amortizable intangible assets: | |||
Carrying amount | 16,464 | 16,448 | 12,096 |
Accumulated amortization | -9,445 | -9,331 | -9,090 |
Favorable leases | |||
Amortizable intangible assets: | |||
Carrying amount | 24,400 | 24,400 | |
Accumulated amortization | -2,636 | -1,883 | |
Customer relationships | |||
Amortizable intangible assets: | |||
Carrying amount | 84,960 | 84,788 | 34,492 |
Accumulated amortization | ($19,120) | ($16,468) | ($10,882) |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Details 3) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 2-May-15 | 3-May-14 |
Intangible asset amortization expense | ||
Pre-tax amortization expense associated with intangible assets | $3.40 | $0.80 |
Pre-tax amortization expense estimated for the remainder of fiscal year 2015 | 10.3 | |
Pre-tax amortization expense estimated for fiscal year 2016 | 13.7 | |
Pre-tax amortization expense estimated for fiscal year 2017 | 13.7 | |
Pre-tax amortization expense estimated for fiscal year 2018 | 13.6 | |
Pre-tax amortization expense estimated for fiscal year 2019 | $13.60 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Details) (Interest rate swap, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 2-May-15 |
Derivative Financial Instruments | |
Notional amount | $520 |
Hedge ineffectiveness | 0 |
Effective portion of the loss expected to be reclassified from accumulated other comprehensive income into earnings over the next 12 months | 2.4 |
Designated as hedging instruments | |
Derivative Financial Instruments | |
Fair value of the interest rate swap | 2.1 |
Designated as hedging instruments | Accrued expenses and other current liabilities | |
Derivative Financial Instruments | |
Derivative liability | 2.4 |
Designated as hedging instruments | Other assets | |
Derivative Financial Instruments | |
Derivative asset | $0.30 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
Fair Value Measurements | |||
Assets transfers Level 1 to Level 2 | $0 | ||
Assets transfers Level 2 to Level 1 | 0 | ||
Liabilities transfers Level 1 to Level 2 | 0 | ||
Liabilities transfers Level 2 to Level 1 | 0 | ||
Long-term debt, including current maturities, Carrying Amount | 1,686,634 | 1,687,232 | 95,000 |
Long-term debt, including current maturities, Estimated Fair Value | $1,737,050 | $1,706,546 | $95,000 |
Segment_Reporting_Details
Segment Reporting (Details) | 3 Months Ended |
2-May-15 | |
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 | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
Net sales: | ||
Total net sales | $885,089 | $630,474 |
Retail Segment | ||
Net sales: | ||
Total net sales | 824,271 | 573,649 |
Retail Segment | MW | ||
Net sales: | ||
Total net sales | 456,376 | 420,979 |
Retail Segment | Jos. A. Bank | ||
Net sales: | ||
Total net sales | 216,062 | |
Retail Segment | Moores | ||
Net sales: | ||
Total net sales | 47,520 | 52,502 |
Retail Segment | K&G | ||
Net sales: | ||
Total net sales | 95,996 | 92,421 |
Retail Segment | MW Cleaners | ||
Net sales: | ||
Total net sales | 8,317 | 7,747 |
Corporate Apparel Segment | ||
Net sales: | ||
Total net sales | 60,818 | 56,825 |
Corporate Apparel Segment | Twin Hill | ||
Net sales: | ||
Total net sales | 8,578 | 8,244 |
Corporate Apparel Segment | Dimensions and Alexandra (UK) | ||
Net sales: | ||
Total net sales | $52,240 | $48,581 |
Segment_Reporting_Details_3
Segment Reporting (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
Supplemental products and services sales information | ||
Total net sales | $885,089 | $630,474 |
Retail Segment | ||
Supplemental products and services sales information | ||
Total retail clothing product | 666,862 | 433,024 |
Tuxedo rental services | 103,129 | 101,663 |
Total alteration and other services | 54,280 | 38,962 |
Total net sales | 824,271 | 573,649 |
Retail Segment | Men's tailored clothing product | ||
Supplemental products and services sales information | ||
Total retail clothing product | 386,336 | 239,436 |
Retail Segment | Men's non-tailored clothing product | ||
Supplemental products and services sales information | ||
Total retail clothing product | 256,010 | 171,106 |
Retail Segment | Ladies clothing product | ||
Supplemental products and services sales information | ||
Total retail clothing product | 21,632 | 20,851 |
Retail Segment | Other | ||
Supplemental products and services sales information | ||
Total retail clothing product | 2,884 | 1,631 |
Retail Segment | Alteration services | ||
Supplemental products and services sales information | ||
Total alteration and other services | 45,963 | 31,215 |
Retail Segment | Retail dry cleaning services | ||
Supplemental products and services sales information | ||
Total alteration and other services | 8,317 | 7,747 |
Corporate Apparel Segment | ||
Supplemental products and services sales information | ||
Total net sales | $60,818 | $56,825 |
Segment_Reporting_Details_4
Segment Reporting (Details 4) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Operating income | $55,289 | $27,281 |
Interest income | 28 | 61 |
Interest expense | -26,483 | -1,135 |
Loss on extinguishment of debt | -12,675 | |
Earnings (loss) before income taxes | 16,159 | 26,207 |
Unallocated | ||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Interest income | 28 | 61 |
Interest expense | -26,483 | -1,135 |
Loss on extinguishment of debt | -12,675 | |
Retail Segment | ||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Operating income | 54,033 | 26,525 |
Corporate Apparel Segment | ||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Operating income | $1,256 | $756 |
Condensed_Consolidating_Inform2
Condensed Consolidating Information (Details) (USD $) | 3 Months Ended | ||||
2-May-15 | Jan. 31, 2015 | 3-May-14 | Feb. 01, 2014 | Jun. 18, 2014 | |
CURRENT ASSETS: | |||||
Cash and cash equivalents | 61,802,000 | $62,261,000 | $95,923,000 | $59,252,000 | |
Accounts receivable, net | 83,169,000 | 73,266,000 | 67,778,000 | ||
Inventories | 986,457,000 | 938,336,000 | 645,772,000 | ||
Other current assets | 170,278,000 | 175,574,000 | 84,803,000 | ||
Total current assets | 1,301,706,000 | 1,249,437,000 | 894,276,000 | ||
Property, plant and equipment, net | 560,141,000 | 566,074,000 | 406,784,000 | ||
Tuxedo rental product, net | 146,050,000 | 132,672,000 | 148,120,000 | ||
Goodwill | 893,435,000 | 887,936,000 | 127,098,000 | ||
Intangible assets, net | 664,935,000 | 668,259,000 | 57,966,000 | ||
Other assets | 36,832,000 | 42,380,000 | 6,734,000 | ||
TOTAL ASSETS | 3,603,099,000 | 3,546,758,000 | 1,640,978,000 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | 233,066,000 | 209,867,000 | 168,826,000 | ||
Accrued expenses and other current liabilities | 291,284,000 | 270,544,000 | 224,729,000 | ||
Current maturities of long-term debt | 7,000,000 | 11,000,000 | 10,000,000 | ||
Total current liabilities | 531,350,000 | 491,411,000 | 403,555,000 | ||
Long-term debt | 1,679,634,000 | 1,676,232,000 | 85,000,000 | ||
Deferred taxes and other liabilities | 412,575,000 | 409,326,000 | 109,696,000 | ||
Income taxes payable | 1,328,000 | 1,609,000 | 4,277,000 | ||
Shareholders' equity: | |||||
Controlling interest | 979,540,000 | 969,789,000 | 1,028,370,000 | ||
Non-controlling interest | 14,357,000 | ||||
Total shareholders' equity | 979,540,000 | 969,789,000 | 1,042,727,000 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 3,603,099,000 | 3,546,758,000 | 1,640,978,000 | ||
Eliminations | |||||
CURRENT ASSETS: | |||||
Accounts receivable, net | -352,805,000 | -405,271,000 | -51,871,000 | ||
Total current assets | -352,805,000 | -405,271,000 | -51,871,000 | ||
Investments in subsidiaries | -2,436,438,000 | -2,405,680,000 | -590,196,000 | ||
Other assets | -42,732,000 | -43,032,000 | -70,406,000 | ||
TOTAL ASSETS | -2,831,975,000 | -2,853,983,000 | -712,473,000 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | -352,805,000 | -405,271,000 | -51,871,000 | ||
Total current liabilities | -352,805,000 | -405,271,000 | -51,871,000 | ||
Long-term debt | -33,432,000 | -33,432,000 | -59,906,000 | ||
Deferred taxes and other liabilities | -9,300,000 | -9,600,000 | -10,500,000 | ||
Shareholders' equity: | |||||
Total shareholders' equity | -2,436,438,000 | -2,405,680,000 | -590,196,000 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | -2,831,975,000 | -2,853,983,000 | -712,473,000 | ||
The Men's Wearhouse Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 21,889,000 | 18,262,000 | 50,675,000 | 1,414,000 | |
Accounts receivable, net | 31,050,000 | 20,304,000 | 21,317,000 | ||
Inventories | 251,227,000 | 285,309,000 | 265,318,000 | ||
Other current assets | 110,398,000 | 111,272,000 | 61,932,000 | ||
Total current assets | 414,564,000 | 435,147,000 | 399,242,000 | ||
Property, plant and equipment, net | 307,618,000 | 306,597,000 | 304,381,000 | ||
Tuxedo rental product, net | 112,303,000 | 107,908,000 | 117,186,000 | ||
Goodwill | 6,160,000 | 6,159,000 | 7,564,000 | ||
Intangible assets, net | 266,000 | 293,000 | 374,000 | ||
Investments in subsidiaries | 2,436,438,000 | 2,405,680,000 | 590,196,000 | ||
Other assets | 69,272,000 | 75,060,000 | 66,195,000 | ||
TOTAL ASSETS | 3,346,621,000 | 3,336,844,000 | 1,485,138,000 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | 421,947,000 | 449,102,000 | 79,674,000 | ||
Accrued expenses and other current liabilities | 174,239,000 | 145,943,000 | 176,450,000 | ||
Current maturities of long-term debt | 7,000,000 | 11,000,000 | 10,000,000 | ||
Total current liabilities | 603,186,000 | 606,045,000 | 266,124,000 | ||
Long-term debt | 1,679,634,000 | 1,676,232,000 | 85,000,000 | ||
Deferred taxes and other liabilities | 84,261,000 | 84,778,000 | 91,287,000 | ||
Shareholders' equity: | |||||
Total shareholders' equity | 979,540,000 | 969,789,000 | 1,042,727,000 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 3,346,621,000 | 3,336,844,000 | 1,485,138,000 | ||
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 | 4,798,000 | 4,857,000 | 1,738,000 | 16,955,000 | |
Accounts receivable, net | 367,908,000 | 422,930,000 | 61,146,000 | ||
Inventories | 582,638,000 | 510,651,000 | 229,042,000 | ||
Other current assets | 50,749,000 | 58,792,000 | 14,453,000 | ||
Total current assets | 1,006,093,000 | 997,230,000 | 306,379,000 | ||
Property, plant and equipment, net | 212,451,000 | 221,454,000 | 62,060,000 | ||
Tuxedo rental product, net | 15,474,000 | 8,318,000 | 8,831,000 | ||
Goodwill | 838,830,000 | 834,470,000 | 65,720,000 | ||
Intangible assets, net | 642,659,000 | 645,388,000 | 30,000,000 | ||
Other assets | 875,000 | 681,000 | 363,000 | ||
TOTAL ASSETS | 2,716,382,000 | 2,707,541,000 | 473,353,000 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | 114,764,000 | 120,499,000 | 99,551,000 | ||
Accrued expenses and other current liabilities | 93,061,000 | 101,363,000 | 22,499,000 | ||
Total current liabilities | 207,825,000 | 221,862,000 | 122,050,000 | ||
Deferred taxes and other liabilities | 326,135,000 | 323,376,000 | 15,867,000 | ||
Shareholders' equity: | |||||
Total shareholders' equity | 2,182,422,000 | 2,162,303,000 | 335,436,000 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 2,716,382,000 | 2,707,541,000 | 473,353,000 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 35,115,000 | 39,142,000 | 43,510,000 | 40,883,000 | |
Accounts receivable, net | 37,016,000 | 35,303,000 | 37,186,000 | ||
Inventories | 152,592,000 | 142,376,000 | 151,412,000 | ||
Other current assets | 9,131,000 | 5,510,000 | 8,418,000 | ||
Total current assets | 233,854,000 | 222,331,000 | 240,526,000 | ||
Property, plant and equipment, net | 40,072,000 | 38,023,000 | 40,343,000 | ||
Tuxedo rental product, net | 18,273,000 | 16,446,000 | 22,103,000 | ||
Goodwill | 48,445,000 | 47,307,000 | 53,814,000 | ||
Intangible assets, net | 22,010,000 | 22,578,000 | 27,592,000 | ||
Other assets | 9,417,000 | 9,671,000 | 10,582,000 | ||
TOTAL ASSETS | 372,071,000 | 356,356,000 | 394,960,000 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | 49,160,000 | 45,537,000 | 41,472,000 | ||
Accrued expenses and other current liabilities | 23,984,000 | 23,238,000 | 25,780,000 | ||
Total current liabilities | 73,144,000 | 68,775,000 | 67,252,000 | ||
Long-term debt | 33,432,000 | 33,432,000 | 59,906,000 | ||
Deferred taxes and other liabilities | 11,479,000 | 10,772,000 | 13,042,000 | ||
Shareholders' equity: | |||||
Total shareholders' equity | 254,016,000 | 243,377,000 | 254,760,000 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 372,071,000 | 356,356,000 | 394,960,000 | ||
Senior Notes | |||||
CONDENSED CONSOLIDATING BALANCE SHEET | |||||
Aggregate principal amount of debt issued | $600,000,000 | ||||
Interest rate (as a percent) | 7.00% |
Condensed_Consolidating_Inform3
Condensed Consolidating Information (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
CONDENSED CONSOLIDATING STATEMENT OF INCOME | ||
Net sales | $885,089 | $630,474 |
Cost of sales | 503,537 | 347,110 |
Total gross margin | 381,552 | 283,364 |
Operating expenses | 326,263 | 256,083 |
Operating income | 55,289 | 27,281 |
Interest income | 28 | 61 |
Interest expense | -26,483 | -1,135 |
Loss on extinguishment of debt | -12,675 | |
Earnings (loss) before income taxes | 16,159 | 26,207 |
Provision for income taxes | 5,790 | 9,749 |
(Loss) earnings before equity in net income of subsidiaries | 10,369 | 16,458 |
Net earnings including non-controlling interest | 10,369 | 16,458 |
Net loss attributable to non-controlling interest | 28 | |
Net earnings attributable to common shareholders | 10,369 | 16,486 |
Comprehensive income (loss) | 16,829 | 22,477 |
Eliminations | ||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | ||
Net sales | -112,715 | -142,615 |
Cost of sales | -112,715 | -142,615 |
Operating expenses | -3,080 | -3,382 |
Operating income | 3,080 | 3,382 |
Other income and expenses, net | -3,080 | -3,382 |
Interest income | -1,370 | -624 |
Interest expense | 1,370 | 624 |
Equity in earnings of subsidiaries | -16,536 | -16,501 |
Net earnings including non-controlling interest | -16,536 | -16,501 |
Net loss attributable to non-controlling interest | -28 | |
Net earnings attributable to common shareholders | -16,529 | |
Comprehensive income (loss) | -22,622 | -22,709 |
The Men's Wearhouse Inc. | Reportable Legal Entities | ||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | ||
Net sales | 455,494 | 419,348 |
Cost of sales | 231,450 | 213,215 |
Total gross margin | 224,044 | 206,133 |
Operating expenses | 194,025 | 201,370 |
Operating income | 30,019 | 4,763 |
Other income and expenses, net | 3,080 | 3,008 |
Interest income | 556 | 478 |
Interest expense | -27,097 | -1,284 |
Loss on extinguishment of debt | -12,675 | |
Earnings (loss) before income taxes | -6,117 | 6,965 |
Provision for income taxes | 50 | 7,008 |
(Loss) earnings before equity in net income of subsidiaries | -6,167 | -43 |
Equity in earnings of subsidiaries | 16,536 | 16,501 |
Net earnings including non-controlling interest | 10,369 | 16,458 |
Net loss attributable to non-controlling interest | 28 | |
Net earnings attributable to common shareholders | 16,486 | |
Comprehensive income (loss) | 16,829 | 22,477 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | ||
Net sales | 442,549 | 252,658 |
Cost of sales | 319,750 | 210,813 |
Total gross margin | 122,799 | 41,845 |
Operating expenses | 107,282 | 28,328 |
Operating income | 15,517 | 13,517 |
Other income and expenses, net | 374 | |
Interest income | 818 | 150 |
Interest expense | -481 | -152 |
Earnings (loss) before income taxes | 15,854 | 13,889 |
Provision for income taxes | 3,880 | 1,609 |
(Loss) earnings before equity in net income of subsidiaries | 11,974 | 12,280 |
Net earnings including non-controlling interest | 11,974 | 12,280 |
Net earnings attributable to common shareholders | 12,280 | |
Comprehensive income (loss) | 11,974 | 12,280 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
CONDENSED CONSOLIDATING STATEMENT OF INCOME | ||
Net sales | 99,761 | 101,083 |
Cost of sales | 65,052 | 65,697 |
Total gross margin | 34,709 | 35,386 |
Operating expenses | 28,036 | 29,767 |
Operating income | 6,673 | 5,619 |
Interest income | 24 | 57 |
Interest expense | -275 | -323 |
Earnings (loss) before income taxes | 6,422 | 5,353 |
Provision for income taxes | 1,860 | 1,132 |
(Loss) earnings before equity in net income of subsidiaries | 4,562 | 4,221 |
Net earnings including non-controlling interest | 4,562 | 4,221 |
Net loss attributable to non-controlling interest | 28 | |
Net earnings attributable to common shareholders | 4,249 | |
Comprehensive income (loss) | $10,648 | $10,429 |
Condensed_Consolidating_Inform4
Condensed Consolidating Information (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||
Net cash provided by (used in) operating activities | $48,985 | $69,813 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | -30,384 | -22,543 |
Net cash used in investing activities | -30,384 | -22,543 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from asset-based revolving credit facility | 3,000 | |
Payments on asset-based revolving credit facility | -3,000 | |
Payments on new term loan | -4,500 | |
Deferred financing costs | -3,566 | -1,389 |
Cash dividends paid | -8,863 | -8,812 |
Proceeds from issuance of common stock | 908 | 4,373 |
Payments on previous term loan | -2,500 | |
Tax payments related to vested deferred stock units | -4,506 | -5,732 |
Excess tax benefits from share-based plans | 981 | 3,002 |
Repurchases of common stock | -277 | -251 |
Net cash used in financing activities | -19,823 | -11,309 |
Effect of exchange rate changes | 763 | 710 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -459 | 36,671 |
Balance at beginning of period | 62,261 | 59,252 |
Balance at end of period | 61,802 | 95,923 |
The Men's Wearhouse Inc. | Reportable Legal Entities | ||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||
Net cash provided by (used in) operating activities | 44,953 | 78,972 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | -21,503 | -18,402 |
Net cash used in investing activities | -21,503 | -18,402 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from asset-based revolving credit facility | 3,000 | |
Payments on asset-based revolving credit facility | -3,000 | |
Payments on new term loan | -4,500 | |
Deferred financing costs | -3,566 | -1,389 |
Cash dividends paid | -8,863 | -8,812 |
Proceeds from issuance of common stock | 908 | 4,373 |
Payments on previous term loan | -2,500 | |
Tax payments related to vested deferred stock units | -4,506 | -5,732 |
Excess tax benefits from share-based plans | 981 | 3,002 |
Repurchases of common stock | -277 | -251 |
Net cash used in financing activities | -19,823 | -11,309 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 3,627 | 49,261 |
Balance at beginning of period | 18,262 | 1,414 |
Balance at end of period | 21,889 | 50,675 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||
Net cash provided by (used in) operating activities | 5,799 | -13,444 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | -5,858 | -1,773 |
Net cash used in investing activities | -5,858 | -1,773 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -59 | -15,217 |
Balance at beginning of period | 4,857 | 16,955 |
Balance at end of period | 4,798 | 1,738 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | ||
Net cash provided by (used in) operating activities | -1,767 | 4,285 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | -3,023 | -2,368 |
Net cash used in investing activities | -3,023 | -2,368 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Effect of exchange rate changes | 763 | 710 |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -4,027 | 2,627 |
Balance at beginning of period | 39,142 | 40,883 |
Balance at end of period | $35,115 | $43,510 |