Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 30, 2016 | May. 27, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Tailored Brands Inc | |
Entity Central Index Key | 884,217 | |
Document Type | 10-Q | |
Document Period End Date | Apr. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-28 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,646,124 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 36,429 | $ 29,980 | $ 61,802 |
Accounts receivable, net | 83,333 | 63,890 | 83,169 |
Inventories | 1,076,733 | 1,022,504 | 986,457 |
Other current assets | 77,903 | 143,546 | 165,698 |
Total current assets | 1,274,398 | 1,259,920 | 1,297,126 |
PROPERTY AND EQUIPMENT, net | 521,144 | 521,824 | 560,141 |
RENTAL PRODUCT, net | 174,240 | 157,460 | 146,050 |
GOODWILL | 121,498 | 118,586 | 893,435 |
INTANGIBLE ASSETS, net | 177,826 | 178,510 | 664,935 |
OTHER ASSETS | 7,715 | 8,019 | 9,764 |
TOTAL ASSETS | 2,276,821 | 2,244,319 | 3,571,451 |
CURRENT LIABILITIES: | |||
Accounts payable | 203,248 | 237,114 | 233,066 |
Accrued expenses and other current liabilities | 311,044 | 256,762 | 291,284 |
Current portion of long-term debt | 42,451 | 42,451 | 7,000 |
Total current liabilities | 556,743 | 536,327 | 531,350 |
LONG-TERM DEBT, net | 1,613,192 | 1,613,473 | 1,647,986 |
DEFERRED TAXES AND OTHER LIABILITIES | 197,116 | 194,605 | 412,575 |
Total liabilities | $ 2,367,051 | $ 2,344,405 | $ 2,591,911 |
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS' (DEFICIT) EQUITY: | |||
Preferred stock | |||
Common stock | $ 486 | $ 485 | $ 485 |
Capital in excess of par | 456,107 | 455,765 | 442,743 |
(Accumulated deficit) Retained earnings | (535,006) | (524,876) | 538,716 |
Accumulated other comprehensive (loss) income | (11,817) | (28,486) | 789 |
Treasury stock, at cost | (2,974) | (3,193) | |
Total shareholders' (deficit) equity | (90,230) | (100,086) | 979,540 |
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | $ 2,276,821 | $ 2,244,319 | $ 3,571,451 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Net sales: | ||
Total net sales | $ 828,822 | $ 885,089 |
Cost of sales: | ||
Total cost of sales | 476,981 | 503,537 |
Gross margin: | ||
Total gross margin | 351,841 | 381,552 |
Advertising expense | 47,928 | 50,656 |
Selling, general and administrative expenses | 272,918 | 275,607 |
Operating income (loss) | 30,995 | 55,289 |
Interest income | 13 | 28 |
Interest expense | (26,502) | (26,483) |
Loss on extinguishment of debt | (12,675) | |
Earnings (loss) before income taxes | 4,506 | 16,159 |
Provision for income taxes | 2,869 | 5,790 |
Net earnings (loss) | $ 1,637 | $ 10,369 |
Net earnings per common share allocated to common shareholders: | ||
Basic (in dollars per share) | $ 0.03 | $ 0.22 |
Diluted (in dollars per share) | $ 0.03 | $ 0.21 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 48,446 | 48,130 |
Diluted (in shares) | 48,621 | 48,429 |
Cash dividends declared per common share (in dollars per share) | $ 0.18 | $ 0.18 |
Retail Segment | ||
Net sales: | ||
Retail clothing product | $ 615,668 | $ 666,862 |
Rental services | 99,831 | 103,129 |
Alteration and other services | 50,743 | 54,280 |
Total net sales | 766,242 | 824,271 |
Cost of sales: | ||
Retail clothing product | 270,355 | 294,384 |
Rental services | 15,884 | 16,084 |
Alteration and other services | 36,150 | 36,150 |
Occupancy costs | 110,135 | 113,096 |
Total cost of sales | 432,524 | 459,714 |
Gross margin: | ||
Retail clothing product | 345,313 | 372,478 |
Rental services | 83,947 | 87,045 |
Alteration and other services | 14,593 | 18,130 |
Occupancy costs | (110,135) | (113,096) |
Total gross margin | 333,718 | 364,557 |
Corporate Apparel Segment | ||
Net sales: | ||
Total net sales | 62,580 | 60,818 |
Cost of sales: | ||
Total cost of sales | 44,457 | 43,823 |
Gross margin: | ||
Total gross margin | $ 18,123 | $ 16,995 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net earnings | $ 1,637 | $ 10,369 |
Currency translation adjustments | 16,429 | 6,086 |
Unrealized gain on cash flow hedge, net of tax | 240 | 374 |
Comprehensive income | $ 18,306 | $ 16,829 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net earnings | $ 1,637 | $ 10,369 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 30,306 | 31,906 |
Rental product amortization | 8,304 | 7,604 |
Loss on extinguishment of debt | 12,675 | |
Amortization of deferred financing costs | 1,666 | 1,796 |
Amortization of discount on long-term debt | 250 | 340 |
Share-based compensation | 4,118 | 4,475 |
Excess tax benefits from share-based plans | (981) | |
Loss on disposition of assets | 9 | 424 |
Asset impairment charges | 1,162 | |
Deferred tax expense | 3,539 | 7,870 |
Deferred rent expense and other | 296 | 1,116 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (18,955) | (9,629) |
Inventories | (44,916) | (44,162) |
Rental product | (23,129) | (20,204) |
Other assets | 65,973 | (6,124) |
Accounts payable, accrued expenses and other current liabilities | 17,246 | 51,227 |
Other liabilities | (1,071) | 283 |
Net cash provided by operating activities | 46,435 | 48,985 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (30,325) | (30,384) |
Proceeds from sale of property and equipment | 501 | |
Net cash used in investing activities | (29,824) | (30,384) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on term loan | (1,750) | (4,500) |
Proceeds from asset-based revolving credit facility | 204,014 | 3,000 |
Payments on asset-based revolving credit facility | (204,014) | (3,000) |
Deferred financing costs | (3,566) | |
Cash dividends paid | (8,921) | (8,863) |
Proceeds from issuance of common stock | 434 | 908 |
Tax payments related to vested deferred stock units | (1,247) | (4,506) |
Excess tax benefits from share-based plans | 981 | |
Repurchases of common stock | (277) | |
Net cash used in financing activities | (11,484) | (19,823) |
Effect of exchange rate changes | 1,322 | 763 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,449 | (459) |
Balance at beginning of period | 29,980 | 62,261 |
Balance at end of period | $ 36,429 | $ 61,802 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Apr. 30, 2016 | |
Significant Accounting Policies | |
Significant Accounting Policies | 1. Significant Accounting Policies Basis of Presentation — Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation (“Tailored Brands”), became the successor reporting company to The Men’s Wearhouse, Inc. (“Men’s Wearhouse”), pursuant to a holding company reorganization (the “Reorganization”). Upon completion of the Reorganization, each issued and outstanding share of common stock of Men’s Wearhouse was automatically converted into one share of common stock of Tailored Brands, having the same designations, preferences, limitations, and relative rights and corresponding obligations as the shares of common stock of Men’s Wearhouse. In addition, as part of the Reorganization, Men’s Wearhouse’s treasury shares were canceled. The consolidated assets and liabilities of Tailored Brands and its subsidiaries immediately after the Reorganization were the same as the consolidated assets and liabilities of Men’s Wearhouse immediately prior to the Reorganization. The condensed consolidated financial statements herein include the accounts of Tailored Brands, 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 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. Certain prior period amounts have been reclassified to conform to the current period presentation. 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 30, 2016. Unless the context otherwise requires, “Company”, “we”, “us” and “our” refer to Tailored Brands, 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. GAAP”) 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 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 March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years with early adoption permitted. We are currently evaluating ASU 2016-09 to determine if this guidance will have a material impact on our financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The guidance is required to be adopted using the modified retrospective approach. We are currently evaluating the impact ASU 2016-02 will have on our financial position, results of operations and cash flows but expect that it will result in a significant increase in our long-term assets and liabilities given we have a significant number of leases. 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. In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09 by one year. As a result of this deferral, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual reporting periods beginning after December 15, 2016. The guidance allows for either a full retrospective or a modified retrospective transition method. We are continuing to evaluate our method of adoption and the impact of this guidance, including recent amendments and interpretations, may have on our financial position, results of operations and cash flows. |
Restructuring and Other Charges
Restructuring and Other Charges | 3 Months Ended |
Apr. 30, 2016 | |
Restructuring and Other Charges | |
Restructuring and Other Charges | 2. Restructuring and Other Charges During the fourth quarter of fiscal 2015, we began implementing initiatives intended to reduce costs and improve operating performance. These initiatives include a store rationalization program which identified approximately 250 stores to be closed as well as a profit improvement program to drive operating efficiencies and improve our expense structure. The store rationalization program includes the closure of approximately 80 to 90 Jos. A. Bank full line stores, the closure of all outlet stores at Jos. A. Bank and Men’s Wearhouse (58 stores) and the closure of between 100 and 110 Men’s Wearhouse and Tux stores primarily as the result of the rollout of our shops within Macy’s stores. We expect the store rationalization and profit improvement programs to be completed in fiscal 2016. A summary of the charges incurred in the first quarter of fiscal 2016 along with cumulative charges incurred under these initiatives since inception, all of which relate to our retail segment, is presented in the table below (amounts in thousands): For the Three Months Ended April 30, 2016 Cumulative Store asset impairment charges and accelerated depreciation $ $ Inventory reserve charges — Consulting costs Favorable lease impairment charges — Severance and employee-related costs Lease termination costs Other costs Total pre-tax restructuring and other charges (1) $ $ (1) Consists of $13.0 million included in selling, general and administrative expenses (“SG&A”) and $0.2 million included in cost of sales for the three months ended April 30, 2016. As of April 30, 2016, we estimate that cumulatively pre-tax restructuring and other charges related to these actions will approximate $100.0 million to $110.0 million, of which approximately $60.0 million to $65.0 million are estimated to be cash expenses. Included in the estimate of total pre-tax charges are approximately: · Approximately $50.0 million of lease termination costs; · $40.0 million to $45.0 million of inventory and long-lived and intangible asset impairment charges relating to store closures; and · $10.0 to $15.0 million of consulting and severance costs. The following table is a rollforward of amounts included in accrued expenses and other current liabilities in the condensed consolidated balance sheet related to the pre-tax restructuring and other charges (amounts in thousands): Severance and Employee- Related Costs Lease Termination Costs Consulting Costs Other Costs Total Beginning Balance, January 30, 2016 $ — $ — $ $ $ Charges, excluding non-cash items Payments ) ) ) ) ) Ending Balance, April 30, 2016 $ $ $ $ $ In addition to the restructuring costs described above, we incurred integration and other costs related to Jos. A. Bank totaling $3.6 million and $5.8 million for the three months ended April 30, 2016 and May 2, 2015, respectively. For the three months ended April 30, 2016, $3.1 million of the integration costs are included in SG&A and $0.5 million are included in cost of goods sold in the condensed consolidated statement of earnings. For the three months ended May 2, 2015 all such costs are included in SG&A in the condensed consolidated statement of earnings. |
Earnings per Share
Earnings per Share | 3 Months Ended |
Apr. 30, 2016 | |
Earnings per Share | |
Earnings per Share | 3. Earnings per Share Basic earnings per common share allocated to common shareholders is determined using the two-class method and is computed by dividing net earnings allocated to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share reflect 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 allocated to common shareholders (in thousands, except per share amounts). Basic and diluted earnings per common share allocated to common shareholders are computed using the actual net earnings allocated 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 allocated to common shareholders in our condensed consolidated statement of earnings and the accompanying notes. For the Three Months Ended April 30, 2016 May 2, 2015 Numerator Total net earnings $ $ Net earnings allocated to participating securities (restricted stock and deferred stock units) ) ) Net earnings allocated to common shareholders $ $ Denominator Basic weighted-average common shares outstanding Dilutive effect of share-based awards Diluted weighted-average common shares outstanding Net earnings per common share allocated to common shareholders: Basic $ $ Diluted $ $ For the three months ended April 30, 2016 and May 2, 2015, 1.2 million and 0.3 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share, respectively. |
Debt
Debt | 3 Months Ended |
Apr. 30, 2016 | |
Debt | |
Debt | 4. Debt On June 18, 2014, The Men’s Wearhouse, Inc. 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, The Men’s Wearhouse, Inc. 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 April 30, 2016, 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. In addition, in accordance with the terms of the Credit Facilities, we made a mandatory excess cash flow prepayment offer of $35.5 million to the Term Loan lenders prior to April 29, 2016. The entire $35.5 million prepayment was made subsequent to the end of the quarter on May 2, 2016. Credit Facilities The Term Loan is guaranteed, jointly and severally, by Tailored Brands, Inc. and 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 0.64% at April 30, 2016. 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, in which the variable rate payments due under a portion of the Term Loan were exchanged for a fixed rate (see Note 12). In April 2015, The Men’s Wearhouse, Inc. 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 April 30, 2016, the Term Loan had a weighted average interest rate of 4.90%. The ABL Facility provides for a senior secured revolving credit facility of $500.0 million, with possible future increases to $650.0 million under an expansion feature that matures on June 18, 2019, and is guaranteed, jointly and severally, by Tailored Brands, Inc. and 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 (“CDOR”) rate, (iii) Canadian prime rate or (iv) an alternate base rate (equal to the greater of the prime rate, the federal funds effective rate plus 0.5% or 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%. As of April 30, 2016, there were no borrowings outstanding under the ABL Facility. We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. At April 30, 2016, letters of credit totaling approximately $21.4 million were issued and outstanding. Borrowings available under the ABL Facility as of April 30, 2016 were $438.5 million. Senior Notes The Senior Notes are guaranteed, jointly and severally, on an unsecured basis by Tailored Brands, Inc. and certain of our U.S. subsidiaries. The Senior Notes and the related guarantees are senior unsecured obligations of the Company and the guarantors, respectively, and will rank equally with all of the Company’s and each guarantor’s present and future senior indebtedness. The Senior Notes will mature on July 1, 2022. Interest on the Senior Notes is payable on January 1 and July 1 of each year. Long-Term Debt The following table provides details on our long-term debt as of April 30, 2016, May 2, 2015 and January 30, 2016 (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Term Loan (net of unamortized OID of $5.1 million at April 30, 2016, $6.1 million at May 2, 2015 and $5.4 million at January 30, 2016 $ $ $ Senior Notes Less: Deferred financing costs related to the Term Loan and Senior Notes ) ) ) Total long-term debt, net Current portion of long-term debt ) ) ) Total long-term debt, net of current portion $ $ $ |
Supplemental Cash Flows
Supplemental Cash Flows | 3 Months Ended |
Apr. 30, 2016 | |
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 April 30, 2016 May 2, 2015 Cash paid for interest $ $ Cash (refunded) paid for income taxes, net $ ) $ Schedule of noncash investing and financing activities: Cash dividends declared $ $ We had unpaid capital expenditure purchases included in accounts payable and accrued expenses and other current liabilities of approximately $9.9 million and $11.0 million at April 30, 2016 and May 2, 2015, 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 |
Apr. 30, 2016 | |
Inventories | |
Inventories | 6. Inventories The following table provides details on our inventories as of April 30, 2016, May 2, 2015 and January 30, 2016 (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Finished goods $ $ $ Raw materials and merchandise components Total inventories $ $ $ |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 30, 2016 | |
Income Taxes | |
Income Taxes | 7. Income Taxes Our effective income tax rate increased to 63.7% for the first quarter of 2016 from 35.8% for the first quarter of 2015 primarily due to low U.S. book income and the impact of non-recurring true-up items recorded in the first quarter of 2016. |
Other Current Assets, Accrued E
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities | 3 Months Ended |
Apr. 30, 2016 | |
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 | 8. Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities Other current assets consist of the following (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Prepaid expenses $ $ $ Tax receivable Current deferred tax assets — — Other Total other current assets $ $ $ Accrued expenses and other current liabilities consist of the following (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Customer deposits, prepayments and refunds payable $ $ $ Accrued salary, bonus, sabbatical, vacation and other benefits Sales, value added, payroll, property and other taxes payable Unredeemed gift certificates Accrued workers compensation and medical costs Accrued interest Loyalty program reward certificates Cash dividends declared Accrued royalties — Accrued strategic professional fees Other Total accrued expenses and other current liabilities $ $ $ Deferred taxes and other liabilities consist of the following (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Deferred and other income tax liabilities $ $ $ Deferred rent and landlord incentives Unfavorable lease liabilities Other Total deferred taxes and other liabilities $ $ $ |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 3 Months Ended |
Apr. 30, 2016 | |
Accumulated Other Comprehensive (Loss) Income | |
Accumulated Other Comprehensive (Loss) Income | 9. Accumulated Other Comprehensive (Loss) Income The following table summarizes the components of accumulated other comprehensive (loss) income for the three months ended April 30, 2016 (in thousands and net of tax): Foreign Currency Translation Interest Rate Swap Pension Plan Total BALANCE — January 30, 2016 $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) — Amounts reclassified from accumulated other comprehensive loss — — Net current-period other comprehensive income — BALANCE — April 30, 2016 $ ) $ ) $ $ ) The following table summarizes the components of accumulated other comprehensive (loss) income for the three months ended May 2, 2015 (in thousands and net of tax): Foreign Currency Translation Interest Rate Swap Pension Plan Total BALANCE — January 31, 2015 $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) — Amounts reclassified from accumulated other comprehensive income — — Net current-period other comprehensive income — BALANCE — May 2, 2015 $ $ ) $ $ Amounts reclassified from other comprehensive (loss) income for the three months ended April 30, 2016 and May 2, 2015, respectively, relate to changes in fair value for our interest rate swap, which is recorded within interest expense in the condensed consolidated statement of earnings. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 3 Months Ended |
Apr. 30, 2016 | |
Share-Based Compensation Plans | |
Share-Based Compensation Plans | 10. Share-Based Compensation Plans For a discussion of our share-based compensation plans refer to Note 13 in our Annual Report on Form 10-K for the fiscal year ended January 30, 2016. 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 April 30, 2016 and May 2, 2015 was $4.1 million and $4.5 million, respectively. Non-Vested Deferred Stock Units, Performance Units and Restricted Stock The following table summarizes the activity of time-based and performance-based awards for the three months ended April 30, 2016: Units Weighted-Average Grant-Date Fair Value Time- Based Performance- Based Time- Based Performance- Based Non-Vested at January 30, 2016 $ $ Granted Vested (1) ) — — Forfeited ) ) Non-Vested at April 30, 2016 $ $ (1) Includes 71,128 shares relinquished for tax payments related to vested deferred stock units for the three months ended April 30, 2016. 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 April 30, 2016 are 11,288 DSUs granted prior to April 3, 2013. The performance units granted in the first three months of 2016 represent a contingent right to earn shares of common stock, subject to the achievement of a Company-specific performance target for fiscal 2016-2017. Assuming the performance target is achieved, 50% of the award will vest on the two year anniversary of the grant date and the remaining 50% of the award will vest on the three year anniversary of the grant date. 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. The following table summarizes the activity of restricted stock for the three months ended April 30, 2016: Shares Weighted- Average Grant-Date Fair Value Non-Vested at January 30, 2016 $ Granted Vested — — Forfeited — — Non-Vested at April 30, 2016 $ Restricted stock awards receive non-forfeitable dividends, if any, when and if paid to shareholders of record at the payment date. As of April 30, 2016, we have unrecognized compensation expense related to non-vested DSUs, performance units, and shares of restricted stock of approximately $29.3 million, which is expected to be recognized over a weighted-average period of 1.8 years. Stock Options The following table summarizes the activity of stock options for the three months ended April 30, 2016: Shares Weighted- Average Exercise Price Outstanding at January 30, 2016 $ Granted Exercised — — Forfeited ) Expired — — Outstanding at April 30, 2016 $ Exercisable at April 30, 2016 $ The weighted-average grant date fair value of the 593,509 stock options granted during the three months ended April 30, 2016 was $5.18 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 April 30, 2016: For the Three Months Ended April 30, 2016 Risk-free interest rate % Expected lives 5.0 years Dividend yield % Expected volatility % As of April 30, 2016, we have unrecognized compensation expense related to non-vested stock options of approximately $5.9 million, which is expected to be recognized over a weighted-average period of 1.6 years. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Apr. 30, 2016 | |
Goodwill and Other Intangible Assets | |
Goodwill and Other Intangible Assets | 11. 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 April 30, 2016 are as follows (in thousands): Retail Corporate Apparel Total Balance at January 30, 2016 $ $ $ Translation adjustment Balance at April 30, 2016 $ $ $ 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 three months ended April 30, 2016. Intangible Assets The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Amortizable intangible assets: Carrying amount: Trademarks and tradenames $ $ $ Favorable leases Customer relationships Total carrying amount Accumulated amortization: Trademarks and tradenames ) ) ) Favorable leases ) ) ) Customer relationships ) ) ) Total accumulated amortization ) ) ) Total amortizable intangible assets, net Indefinite-lived intangible assets: Trademarks and tradename, net Total intangible assets, net $ $ $ Pre-tax amortization expense associated with intangible assets subject to amortization totaled $1.3 million and $3.4 million for the three months ended April 30, 2016 and May 2, 2015, respectively. Pre-tax amortization associated with intangible assets subject to amortization at April 30, 2016 is estimated to be $3.4 million for the remainder of fiscal 2016, $4.4 million for fiscal 2017, $4.1 million for fiscal 2018, $3.9 million for fiscal 2019 and $3.8 million for fiscal 2020. |
Derivative Financial Instrument
Derivative Financial Instruments | 3 Months Ended |
Apr. 30, 2016 | |
Derivative Financial Instruments | |
Derivative Financial Instruments | 12. 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. At April 30, 2016, the notional amount totaled $450.0 million. 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. 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 April 30, 2016, the fair value of the interest rate swap was a liability of $2.9 million with $2.1 million recorded in accrued expenses and other current liabilities and $0.8 million in other liabilities in our consolidated balance sheet. The effective portion of the swap is reported as a component of accumulated other comprehensive (loss) income. There was no hedge ineffectiveness at April 30, 2016. Changes in fair value are reclassified from accumulated other comprehensive (loss) income into earnings in the same period that the hedged item affects earnings. Over the next 12 months, $2.1 million of the effective portion of the interest rate swap is expected to be reclassified from accumulated other comprehensive (loss) 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 |
Apr. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 13. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: Level 1- observable inputs such as quoted prices in active markets; Level 2- inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3- unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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 April 30, 2016, May 2, 2015, and January 30, 2016, 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 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. Beginning in June 2015, the fair value of our Senior Notes is based on quoted prices in active markets, which we classify as a Level 1 input within the fair value hierarchy. In prior periods, the fair value of our Senior Notes was based on trading data in active markets, which we classified 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 portion (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt, including current portion $ $ $ $ $ $ |
Segment Reporting
Segment Reporting | 3 Months Ended |
Apr. 30, 2016 | |
Segment Reporting | |
Segment Reporting | 14. Segment Reporting In the first quarter of 2016, we revised our segment reporting presentation to reflect changes in how we manage our business, including resource allocation and performance assessment. Specifically, we are presenting expenses related to our shared services platform separate from the results of our operating segments to promote enhanced comparability of our operating segments. Previously, these shared service expenses were primarily included in our retail segment. Comparable prior period information has been recast to reflect our revised segment presentation. 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, as well as children’s apparel is also offered at most of our K&G stores. Tuxedo and suit rentals are offered at our Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A. Bank and Moores retail stores and tuxedo shops within Macy’s 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 and income taxes, before shared service expenses. Shared service expenses include costs incurred and directed primarily by our corporate offices that are not allocated to segments. Net sales by brand and reportable segment are as follows (in thousands): For the Three Months Ended April 30, 2016 May 2, 2015 Net sales: MW (1) $ $ Jos. A. Bank K&G Moores MW Cleaners Total retail segment Dimensions and Alexandra (UK) Twin Hill Total corporate apparel segment Total net sales $ $ (1) MW includes Men’s Wearhouse stores, Men’s Wearhouse and Tux stores, Joseph Abboud store, tuxedo shops within Macy’s and JA Holding. The following table sets forth supplemental products and services sales information for the Company (in thousands): For the Three Months Ended April 30, 2016 May 2, 2015 Net sales: Men’s tailored clothing product $ $ Men’s non-tailored clothing product Ladies’ clothing product Other Total retail clothing product Rental services Alteration services Retail dry cleaning services Total alteration and other services Corporate apparel clothing product Total net sales $ $ Operating income by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands): For the Three Months Ended April 30, 2016 May 2, 2015 Operating income: Retail $ $ Corporate apparel Operating income Shared service expense ) ) Interest income Interest expense ) ) Loss on extinguishment of debt — ) Earnings before income taxes $ $ As a result of our revised segment presentation, total assets for our reportable segments have changed. There were no changes to consolidated total assets. Total assets by reportable segment are as follows (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Segment assets: Retail $ $ $ Corporate apparel Shared services (1) Total assets $ $ $ (1) Shared service assets consist primarily of cash and cash equivalents, assets related to our distribution network and tax-related assets. |
Legal Matters
Legal Matters | 3 Months Ended |
Apr. 30, 2016 | |
Legal Matters | |
Legal Matters | 15. Legal Matters On March 29, 2016, Peter Makhlouf filed a putative class action lawsuit against the Company and its Chief Executive Officer (“CEO”), Douglas S. Ewert, in the United States District Court for the Southern District of Texas (Case No. 4:16-cv-00838). The complaint attempts to allege claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of persons who purchased or otherwise acquired the Company’s securities between June 18, 2014 and December 9, 2015. In particular, the complaint alleges that the Company and its CEO made certain statements about the Company’s acquisition and subsequent integration of Jos. A. Bank that were false and misleading and omitted material facts. We believe that the claims are without merit and intend to defend the lawsuit vigorously. The range of loss, if any, is not reasonably estimable at this time. We do not currently 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 believe that the claims are without merit and intend to vigorously defend the case. The range of loss, if any, is not reasonably estimable at this time. We do not currently 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 Informa
Condensed Consolidating Information | 3 Months Ended |
Apr. 30, 2016 | |
Condensed Consolidating Information | |
Condensed Consolidating Information | 16. 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 jointly and severally, on an unsecured basis by Tailored Brands, Inc. (the “Parent”) and certain of our U.S. subsidiaries (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 Parent, 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. Certain of our current Guarantor subsidiaries did not exist and were created as part of the Reorganization. As a result, prior periods presented have been retrospectively adjusted and contain certain allocations to reflect our current organizational structure. Tailored Brands, Inc. Condensed Consolidating Balance Sheet April 30, 2016 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net — ) Inventories — — Other current assets — Total current assets ) Property, plant and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries ) — — ) — Other assets — ) Total assets $ ) $ $ $ $ ) $ LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ — $ $ $ $ ) $ Accrued expenses and other current liabilities — Current portion of long-term debt — — — — Total current liabilities ) Long-term debt, net — — — — Deferred taxes and other liabilities ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ $ ) $ Tailored Brands, Inc. Condensed Consolidating Balance Sheet January 30, 2016 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net — ) Inventories — — Other current assets — Total current assets ) Property, plant and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries ) — — ) — Other assets — ) Total assets $ ) $ $ $ $ ) $ LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ — $ $ $ $ ) $ Accrued expenses and other current liabilities — Current portion of long-term debt — — — — Total current liabilities ) Long-term debt, net — — — — Deferred taxes and other liabilities ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ $ ) $ Tailored Brands, Inc. Condensed Consolidating Balance Sheet May 2, 2015 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net — ) Inventories — — Other current assets — Total current assets ) Property, plant and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries — — ) — Other assets — ) Total assets $ $ $ $ $ ) $ LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ — $ $ $ $ ) $ Accrued expenses and other current liabilities — Current portion of long-term debt — — — — Total current liabilities ) Long-term debt, net — — ) Deferred taxes and other liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ $ ) $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) For the Three Months Ended April 30, 2016 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ $ ) $ Cost of sales — ) Gross margin — — Operating expenses ) Operating (loss) income ) ) Other income and expenses, net — — — ) — Interest income ) Interest expense — ) ) ) ) (Loss) earnings before income taxes ) ) — (Benefit) provision for income taxes ) ) — (Loss) earnings before equity in net loss of subsidiaries ) ) — Equity in earnings (loss) of subsidiaries ) — — — Net earnings (loss) $ $ $ ) $ $ $ Comprehensive income (loss) $ $ $ ) $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) For the Three Months Ended May 2, 2015 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ $ ) $ Cost of sales — ) Gross margin — — Operating expenses ) Operating (loss) income ) ) Other income and expenses, net — — — ) — Interest income — ) Interest expense — ) ) ) ) Loss on extinguishment of debt — ) — — — ) (Loss) earnings before income taxes ) ) — (Benefit) provision for income taxes ) ) — (Loss) earnings before equity in net loss of subsidiaries ) ) — Equity in earnings (loss) of subsidiaries ) — — ) — Net earnings (loss) $ $ $ ) $ $ ) $ Comprehensive income (loss) $ $ $ ) $ $ ) $ Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Three Months Ended April 30, 2016 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ $ $ ) $ ) $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — ) ) ) — ) Proceeds from sale of property and equipment — — — — Net cash used in investing activities — ) ) ) — ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — ) — — — ) Proceeds from asset-based revolving credit facility — — — Payments on asset-based revolving credit facility — ) — ) — ) Cash dividends paid ) — — — — ) Intercompany financing activities — ) — — — Proceeds from issuance of common stock — — — — Tax payments related to vested deferred stock units ) — — — — ) Net cash used in financing activities ) ) — — ) Effect of exchange rate changes — — — — Increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — $ $ $ — $ Cash and cash equivalents at end of period $ — $ $ $ $ — $ Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Three Months Ended May 2, 2015 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ $ $ ) $ ) $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — ) ) ) — ) Net cash used in investing activities — ) ) ) — ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — ) — — — ) Proceeds from asset-based revolving credit facility — — — — Payments on asset-based revolving credit facility — ) — — — ) Deferred financing costs — ) — — — ) Cash dividends paid ) — — — — ) Intercompany financing activities — ) — — — Proceeds from issuance of common stock — — — — Tax payments related to vested deferred stock units ) — — — — ) Excess tax benefits from share-based plans — — — — Repurchases of common stock ) — — — — ) Net cash used in financing activities ) ) — — ) Effect of exchange rate changes — — — — Increase (decrease) in cash and cash equivalents — ) ) — ) Cash and cash equivalents at beginning of period — $ $ $ — $ Cash and cash equivalents at end of period $ — $ $ $ $ — $ |
Significant Accounting Polici22
Significant Accounting Policies (Policies) | 3 Months Ended |
Apr. 30, 2016 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation — Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation (“Tailored Brands”), became the successor reporting company to The Men’s Wearhouse, Inc. (“Men’s Wearhouse”), pursuant to a holding company reorganization (the “Reorganization”). Upon completion of the Reorganization, each issued and outstanding share of common stock of Men’s Wearhouse was automatically converted into one share of common stock of Tailored Brands, having the same designations, preferences, limitations, and relative rights and corresponding obligations as the shares of common stock of Men’s Wearhouse. In addition, as part of the Reorganization, Men’s Wearhouse’s treasury shares were canceled. The consolidated assets and liabilities of Tailored Brands and its subsidiaries immediately after the Reorganization were the same as the consolidated assets and liabilities of Men’s Wearhouse immediately prior to the Reorganization. The condensed consolidated financial statements herein include the accounts of Tailored Brands, 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 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. Certain prior period amounts have been reclassified to conform to the current period presentation. 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 30, 2016. Unless the context otherwise requires, “Company”, “we”, “us” and “our” refer to Tailored Brands, 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. GAAP”) 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 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 March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation. ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years with early adoption permitted. We are currently evaluating ASU 2016-09 to determine if this guidance will have a material impact on our financial position, results of operations or cash flows. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between previous U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The guidance is required to be adopted using the modified retrospective approach. We are currently evaluating the impact ASU 2016-02 will have on our financial position, results of operations and cash flows but expect that it will result in a significant increase in our long-term assets and liabilities given we have a significant number of leases. 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. In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09 by one year. As a result of this deferral, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual reporting periods beginning after December 15, 2016. The guidance allows for either a full retrospective or a modified retrospective transition method. We are continuing to evaluate our method of adoption and the impact of this guidance, including recent amendments and interpretations, may have on our financial position, results of operations and cash flows. |
Restructuring and Other Charg23
Restructuring and Other Charges (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Restructuring and Other Charges | |
Summary of charges incurred | A summary of the charges incurred in the first quarter of fiscal 2016 along with cumulative charges incurred under these initiatives since inception, all of which relate to our retail segment, is presented in the table below (amounts in thousands): For the Three Months Ended April 30, 2016 Cumulative Store asset impairment charges and accelerated depreciation $ $ Inventory reserve charges — Consulting costs Favorable lease impairment charges — Severance and employee-related costs Lease termination costs Other costs Total pre-tax restructuring and other charges (1) $ $ (1) Consists of $13.0 million included in selling, general and administrative expenses (“SG&A”) and $0.2 million included in cost of sales for the three months ended April 30, 2016. |
Rollforward of amounts related to pre-tax restructuring and other charges | The following table is a rollforward of amounts included in accrued expenses and other current liabilities in the condensed consolidated balance sheet related to the pre-tax restructuring and other charges (amounts in thousands): Severance and Employee- Related Costs Lease Termination Costs Consulting Costs Other Costs Total Beginning Balance, January 30, 2016 $ — $ — $ $ $ Charges, excluding non-cash items Payments ) ) ) ) ) Ending Balance, April 30, 2016 $ $ $ $ $ |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Earnings per Share | |
Computation of basic and diluted earnings per common share allocated to common shareholders | The following table sets forth the computation of basic and diluted earnings per common share allocated to common shareholders (in thousands, except per share amounts). Basic and diluted earnings per common share allocated to common shareholders are computed using the actual net earnings allocated 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 allocated to common shareholders in our condensed consolidated statement of earnings and the accompanying notes. For the Three Months Ended April 30, 2016 May 2, 2015 Numerator Total net earnings $ $ Net earnings allocated to participating securities (restricted stock and deferred stock units) ) ) Net earnings allocated to common shareholders $ $ Denominator Basic weighted-average common shares outstanding Dilutive effect of share-based awards Diluted weighted-average common shares outstanding Net earnings per common share allocated to common shareholders: Basic $ $ Diluted $ $ |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Debt | |
Schedule of long-term debt | The following table provides details on our long-term debt as of April 30, 2016, May 2, 2015 and January 30, 2016 (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Term Loan (net of unamortized OID of $5.1 million at April 30, 2016, $6.1 million at May 2, 2015 and $5.4 million at January 30, 2016 $ $ $ Senior Notes Less: Deferred financing costs related to the Term Loan and Senior Notes ) ) ) Total long-term debt, net Current portion of long-term debt ) ) ) Total long-term debt, net of current portion $ $ $ |
Supplemental Cash Flows (Tables
Supplemental Cash Flows (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
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 April 30, 2016 May 2, 2015 Cash paid for interest $ $ Cash (refunded) paid for income taxes, net $ ) $ Schedule of noncash investing and financing activities: Cash dividends declared $ $ |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Inventories | |
Schedule of inventories | The following table provides details on our inventories as of April 30, 2016, May 2, 2015 and January 30, 2016 (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Finished goods $ $ $ Raw materials and merchandise components Total inventories $ $ $ |
Other Current Assets, Accrued28
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
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): April 30, 2016 May 2, 2015 January 30, 2016 Prepaid expenses $ $ $ Tax receivable Current deferred tax assets — — Other Total other current assets $ $ $ |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Customer deposits, prepayments and refunds payable $ $ $ Accrued salary, bonus, sabbatical, vacation and other benefits Sales, value added, payroll, property and other taxes payable Unredeemed gift certificates Accrued workers compensation and medical costs Accrued interest Loyalty program reward certificates Cash dividends declared Accrued royalties — Accrued strategic professional fees Other Total accrued expenses and other current liabilities $ $ $ |
Deferred taxes and other liabilities | Deferred taxes and other liabilities consist of the following (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Deferred and other income tax liabilities $ $ $ Deferred rent and landlord incentives Unfavorable lease liabilities Other Total deferred taxes and other liabilities $ $ $ |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Accumulated Other Comprehensive (Loss) Income | |
Summary of components of accumulated other comprehensive (loss) income | The following table summarizes the components of accumulated other comprehensive (loss) income for the three months ended April 30, 2016 (in thousands and net of tax): Foreign Currency Translation Interest Rate Swap Pension Plan Total BALANCE — January 30, 2016 $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) — Amounts reclassified from accumulated other comprehensive loss — — Net current-period other comprehensive income — BALANCE — April 30, 2016 $ ) $ ) $ $ ) The following table summarizes the components of accumulated other comprehensive (loss) income for the three months ended May 2, 2015 (in thousands and net of tax): Foreign Currency Translation Interest Rate Swap Pension Plan Total BALANCE — January 31, 2015 $ ) $ ) $ $ ) Other comprehensive income (loss) before reclassifications ) — Amounts reclassified from accumulated other comprehensive income — — Net current-period other comprehensive income — BALANCE — May 2, 2015 $ $ ) $ $ |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Share-Based Compensation Plans | |
Summary of time-based and performance-based awards activity | Units Weighted-Average Grant-Date Fair Value Time- Based Performance- Based Time- Based Performance- Based Non-Vested at January 30, 2016 $ $ Granted Vested (1) ) — — Forfeited ) ) Non-Vested at April 30, 2016 $ $ (1) Includes 71,128 shares relinquished for tax payments related to vested deferred stock units for the three months ended April 30, 2016. |
Summary of restricted stock activity | Shares Weighted- Average Grant-Date Fair Value Non-Vested at January 30, 2016 $ Granted Vested — — Forfeited — — Non-Vested at April 30, 2016 $ |
Summary of stock option activity | Shares Weighted- Average Exercise Price Outstanding at January 30, 2016 $ Granted Exercised — — Forfeited ) Expired — — Outstanding at April 30, 2016 $ Exercisable at April 30, 2016 $ |
Weighted-average assumptions used to calculate fair value of stock options | For the Three Months Ended April 30, 2016 Risk-free interest rate % Expected lives 5.0 years Dividend yield % Expected volatility % |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
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 April 30, 2016 are as follows (in thousands): Retail Corporate Apparel Total Balance at January 30, 2016 $ $ $ Translation adjustment Balance at April 30, 2016 $ $ $ |
Gross carrying amount and accumulated amortization of identifiable intangible assets | The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Amortizable intangible assets: Carrying amount: Trademarks and tradenames $ $ $ Favorable leases Customer relationships Total carrying amount Accumulated amortization: Trademarks and tradenames ) ) ) Favorable leases ) ) ) Customer relationships ) ) ) Total accumulated amortization ) ) ) Total amortizable intangible assets, net Indefinite-lived intangible assets: Trademarks and tradename, net Total intangible assets, net $ $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
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 portion (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt, including current portion $ $ $ $ $ $ |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
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 April 30, 2016 May 2, 2015 Net sales: MW (1) $ $ Jos. A. Bank K&G Moores MW Cleaners Total retail segment Dimensions and Alexandra (UK) Twin Hill Total corporate apparel segment Total net sales $ $ (1) MW includes Men’s Wearhouse stores, Men’s Wearhouse and Tux stores, Joseph Abboud store, tuxedo shops within Macy’s 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 April 30, 2016 May 2, 2015 Net sales: Men’s tailored clothing product $ $ Men’s non-tailored clothing product Ladies’ clothing product Other Total retail clothing product Rental services Alteration services Retail dry cleaning services Total alteration and other services Corporate apparel clothing product Total net sales $ $ |
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 April 30, 2016 May 2, 2015 Operating income: Retail $ $ Corporate apparel Operating income Shared service expense ) ) Interest income Interest expense ) ) Loss on extinguishment of debt — ) Earnings before income taxes $ $ |
Total assets by reportable segment | There were no changes to consolidated total assets. Total assets by reportable segment are as follows (in thousands): April 30, 2016 May 2, 2015 January 30, 2016 Segment assets: Retail $ $ $ Corporate apparel Shared services (1) Total assets $ $ $ (1) Shared service assets consist primarily of cash and cash equivalents, assets related to our distribution network and tax-related assets. |
Condensed Consolidating Infor34
Condensed Consolidating Information (Tables) | 3 Months Ended |
Apr. 30, 2016 | |
Condensed Consolidating Information | |
Condensed Consolidating Balance Sheet | Tailored Brands, Inc. Condensed Consolidating Balance Sheet April 30, 2016 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net — ) Inventories — — Other current assets — Total current assets ) Property, plant and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries ) — — ) — Other assets — ) Total assets $ ) $ $ $ $ ) $ LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ — $ $ $ $ ) $ Accrued expenses and other current liabilities — Current portion of long-term debt — — — — Total current liabilities ) Long-term debt, net — — — — Deferred taxes and other liabilities ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ $ ) $ Tailored Brands, Inc. Condensed Consolidating Balance Sheet January 30, 2016 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net — ) Inventories — — Other current assets — Total current assets ) Property, plant and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries ) — — ) — Other assets — ) Total assets $ ) $ $ $ $ ) $ LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ — $ $ $ $ ) $ Accrued expenses and other current liabilities — Current portion of long-term debt — — — — Total current liabilities ) Long-term debt, net — — — — Deferred taxes and other liabilities ) Shareholders’ (deficit) equity ) ) ) ) Total liabilities and shareholders’ (deficit) equity $ ) $ $ $ $ ) $ Tailored Brands, Inc. Condensed Consolidating Balance Sheet May 2, 2015 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net — ) Inventories — — Other current assets — Total current assets ) Property, plant and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries — — ) — Other assets — ) Total assets $ $ $ $ $ ) $ LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ — $ $ $ $ ) $ Accrued expenses and other current liabilities — Current portion of long-term debt — — — — Total current liabilities ) Long-term debt, net — — ) Deferred taxes and other liabilities — ) Shareholders’ equity ) Total liabilities and shareholders’ equity $ $ $ $ $ ) $ |
Condensed Consolidating Statement of Earnings (Loss) | Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) For the Three Months Ended April 30, 2016 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ $ ) $ Cost of sales — ) Gross margin — — Operating expenses ) Operating (loss) income ) ) Other income and expenses, net — — — ) — Interest income ) Interest expense — ) ) ) ) (Loss) earnings before income taxes ) ) — (Benefit) provision for income taxes ) ) — (Loss) earnings before equity in net loss of subsidiaries ) ) — Equity in earnings (loss) of subsidiaries ) — — — Net earnings (loss) $ $ $ ) $ $ $ Comprehensive income (loss) $ $ $ ) $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) For the Three Months Ended May 2, 2015 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net sales $ — $ $ $ $ ) $ Cost of sales — ) Gross margin — — Operating expenses ) Operating (loss) income ) ) Other income and expenses, net — — — ) — Interest income — ) Interest expense — ) ) ) ) Loss on extinguishment of debt — ) — — — ) (Loss) earnings before income taxes ) ) — (Benefit) provision for income taxes ) ) — (Loss) earnings before equity in net loss of subsidiaries ) ) — Equity in earnings (loss) of subsidiaries ) — — ) — Net earnings (loss) $ $ $ ) $ $ ) $ Comprehensive income (loss) $ $ $ ) $ $ ) $ |
Condensed Consolidating Statement of Cash Flows | Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Three Months Ended April 30, 2016 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ $ $ ) $ ) $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — ) ) ) — ) Proceeds from sale of property and equipment — — — — Net cash used in investing activities — ) ) ) — ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — ) — — — ) Proceeds from asset-based revolving credit facility — — — Payments on asset-based revolving credit facility — ) — ) — ) Cash dividends paid ) — — — — ) Intercompany financing activities — ) — — — Proceeds from issuance of common stock — — — — Tax payments related to vested deferred stock units ) — — — — ) Net cash used in financing activities ) ) — — ) Effect of exchange rate changes — — — — Increase (decrease) in cash and cash equivalents — ) — Cash and cash equivalents at beginning of period — $ $ $ — $ Cash and cash equivalents at end of period $ — $ $ $ $ — $ Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Three Months Ended May 2, 2015 (in thousands) Tailored The Men’s Guarantor Non- Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ $ $ ) $ ) $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — ) ) ) — ) Net cash used in investing activities — ) ) ) — ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — ) — — — ) Proceeds from asset-based revolving credit facility — — — — Payments on asset-based revolving credit facility — ) — — — ) Deferred financing costs — ) — — — ) Cash dividends paid ) — — — — ) Intercompany financing activities — ) — — — Proceeds from issuance of common stock — — — — Tax payments related to vested deferred stock units ) — — — — ) Excess tax benefits from share-based plans — — — — Repurchases of common stock ) — — — — ) Net cash used in financing activities ) ) — — ) Effect of exchange rate changes — — — — Increase (decrease) in cash and cash equivalents — ) ) — ) Cash and cash equivalents at beginning of period — $ $ $ — $ Cash and cash equivalents at end of period $ — $ $ $ $ — $ |
Significant Accounting Polici35
Significant Accounting Policies - Reorganization (Details) | Jan. 31, 2016 |
Significant Accounting Policies | |
Share conversion ratio used in the Reorganization | 1 |
Restructuring and Other Charg36
Restructuring and Other Charges - Store Closures and Charges Incurred (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2016USD ($)store | |
Fourth quarter fiscal 2015 initiatives | |
Restructuring and Other Charges | |
Number of stores expected to be closed in fiscal 2016 | store | 250 |
Fourth quarter fiscal 2015 initiatives | Retail Segment | |
Restructuring and Other Charges | |
Pre-tax restructuring and other charges | $ 13,161 |
Cumulative pre-tax restructuring and other charges | 54,624 |
Fourth quarter fiscal 2015 initiatives | Retail Segment | Selling, general and administrative expenses | |
Restructuring and Other Charges | |
Pre-tax restructuring and other charges | 13,000 |
Fourth quarter fiscal 2015 initiatives | Retail Segment | Cost of sales | |
Restructuring and Other Charges | |
Pre-tax restructuring and other charges | $ 200 |
Closure of underperforming stores | Minimum | |
Restructuring and Other Charges | |
Number of stores expected to be closed in fiscal 2016 | store | 80 |
Closure of underperforming stores | Maximum | |
Restructuring and Other Charges | |
Number of stores expected to be closed in fiscal 2016 | store | 90 |
Exiting of the outlet/factory business | |
Restructuring and Other Charges | |
Number of stores expected to be closed in fiscal 2016 | store | 58 |
Store closures resulting from the rollout of shops within Macy's stores | Minimum | |
Restructuring and Other Charges | |
Number of stores expected to be closed in fiscal 2016 | store | 100 |
Store closures resulting from the rollout of shops within Macy's stores | Maximum | |
Restructuring and Other Charges | |
Number of stores expected to be closed in fiscal 2016 | store | 110 |
Store asset impairment charges and accelerated depreciation | Fourth quarter fiscal 2015 initiatives | Retail Segment | |
Restructuring and Other Charges | |
Pre-tax restructuring and other charges | $ 2,010 |
Cumulative pre-tax restructuring and other charges | 25,156 |
Inventory reserve charges | Fourth quarter fiscal 2015 initiatives | Retail Segment | |
Restructuring and Other Charges | |
Cumulative pre-tax restructuring and other charges | 11,008 |
Consulting costs | Fourth quarter fiscal 2015 initiatives | Retail Segment | |
Restructuring and Other Charges | |
Pre-tax restructuring and other charges | 4,952 |
Cumulative pre-tax restructuring and other charges | 5,870 |
Favorable lease impairment charges | Fourth quarter fiscal 2015 initiatives | Retail Segment | |
Restructuring and Other Charges | |
Cumulative pre-tax restructuring and other charges | 5,533 |
Severance and employee-related costs | Fourth quarter fiscal 2015 initiatives | Retail Segment | |
Restructuring and Other Charges | |
Pre-tax restructuring and other charges | 3,756 |
Cumulative pre-tax restructuring and other charges | 3,756 |
Lease termination costs | Fourth quarter fiscal 2015 initiatives | Retail Segment | |
Restructuring and Other Charges | |
Pre-tax restructuring and other charges | 1,891 |
Cumulative pre-tax restructuring and other charges | 1,891 |
Other costs | Fourth quarter fiscal 2015 initiatives | Retail Segment | |
Restructuring and Other Charges | |
Pre-tax restructuring and other charges | 552 |
Cumulative pre-tax restructuring and other charges | $ 1,410 |
Restructuring and Other Charg37
Restructuring and Other Charges - Estimated Charges (Details) - Fourth quarter fiscal 2015 initiatives $ in Millions | Apr. 30, 2016USD ($) |
Minimum | |
Restructuring and Other Charges | |
Estimated pre-tax restructuring and other charges | $ 100 |
Estimated cash expenses | 60 |
Maximum | |
Restructuring and Other Charges | |
Estimated pre-tax restructuring and other charges | 110 |
Estimated cash expenses | 65 |
Lease termination costs | |
Restructuring and Other Charges | |
Estimated pre-tax restructuring and other charges | 50 |
Asset impairment charges relating to store closures | Minimum | |
Restructuring and Other Charges | |
Estimated pre-tax restructuring and other charges | 40 |
Asset impairment charges relating to store closures | Maximum | |
Restructuring and Other Charges | |
Estimated pre-tax restructuring and other charges | 45 |
Consulting and severance costs | Minimum | |
Restructuring and Other Charges | |
Estimated pre-tax restructuring and other charges | 10 |
Consulting and severance costs | Maximum | |
Restructuring and Other Charges | |
Estimated pre-tax restructuring and other charges | $ 15 |
Restructuring and Other Charg38
Restructuring and Other Charges - Rollforward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Summary of store asset impairment charges and other charges incurred and amounts remaining to be paid | ||
Beginning Balance | $ 1,776 | |
Charges, excluding non-cash items | 11,151 | |
Payments | (8,365) | |
Ending Balance | 4,562 | |
Jos. A. Bank | ||
Additional costs | ||
Integration and other costs | 3,600 | $ 5,800 |
Jos. A. Bank | Selling, general and administrative expenses | ||
Additional costs | ||
Integration and other costs | 3,100 | $ 5,800 |
Jos. A. Bank | Cost of sales | ||
Additional costs | ||
Integration and other costs | 500 | |
Severance and employee-related costs | ||
Summary of store asset impairment charges and other charges incurred and amounts remaining to be paid | ||
Charges, excluding non-cash items | 3,756 | |
Payments | (2,367) | |
Ending Balance | 1,389 | |
Lease termination costs | ||
Summary of store asset impairment charges and other charges incurred and amounts remaining to be paid | ||
Charges, excluding non-cash items | 1,891 | |
Payments | (159) | |
Ending Balance | 1,732 | |
Consulting costs | ||
Summary of store asset impairment charges and other charges incurred and amounts remaining to be paid | ||
Beginning Balance | 918 | |
Charges, excluding non-cash items | 4,952 | |
Payments | (4,630) | |
Ending Balance | 1,240 | |
Other costs | ||
Summary of store asset impairment charges and other charges incurred and amounts remaining to be paid | ||
Beginning Balance | 858 | |
Charges, excluding non-cash items | 552 | |
Payments | (1,209) | |
Ending Balance | $ 201 |
Earnings per Share - Computatio
Earnings per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Numerator | ||
Total net earnings | $ 1,637 | $ 10,369 |
Net earnings allocated to participating securities (restricted stock and deferred stock units) - basic | (2) | (12) |
Net earnings allocated to participating securities (restricted stock and deferred stock units) - diluted | (2) | (12) |
Net earnings allocated to common shareholders - basic | 1,635 | 10,357 |
Net earnings allocated to common shareholders - diluted | $ 1,635 | $ 10,357 |
Denominator | ||
Basic weighted-average common shares outstanding (in shares) | 48,446 | 48,130 |
Dilutive effect of share-based awards (in shares) | 175 | 299 |
Diluted weighted-average common shares outstanding (in shares) | 48,621 | 48,429 |
Net earnings per common share allocated to common shareholders: | ||
Basic (in dollars per share) | $ 0.03 | $ 0.22 |
Diluted (in dollars per share) | $ 0.03 | $ 0.21 |
Earnings per Share - Anti-dilut
Earnings per Share - Anti-dilutive Shares (Details) - shares shares in Millions | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Share-based awards | ||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | ||
Anti-dilutive shares of common stock excluded from the calculation of diluted earnings per common share (in shares) | 1.2 | 0.3 |
Debt - Terms and Activity (Deta
Debt - Terms and Activity (Details) - USD ($) $ in Thousands | May. 02, 2016 | Apr. 30, 2015 | Apr. 30, 2016 | May. 02, 2015 | Jan. 30, 2016 | Jun. 18, 2014 |
Debt | ||||||
Maximum quarterly dividends on common stock per debt covenants | $ 10,000 | |||||
Loss on extinguishment of debt | $ 12,675 | |||||
Senior unsecured notes | ||||||
Debt | ||||||
Aggregate principal amount of debt issued | $ 600,000 | |||||
Interest rate (as a percent) | 7.00% | |||||
2014 Credit Facilities | Term Loan | ||||||
Debt | ||||||
Aggregate principal amount of debt issued | $ 1,100,000 | |||||
Unamortized OID | $ 5,100 | $ 6,100 | $ 5,400 | 11,000 | ||
Mandatory excess cash flow prepayment | $ 35,500 | |||||
Total variable interest rate (as a percent) | 4.50% | |||||
Portion of term loan refinanced at a fixed rate | $ 400,000 | |||||
Fixed rate on refinanced amount (as a percent) | 5.00% | |||||
Deferred financing costs | 3,600 | |||||
Loss on extinguishment of debt | $ 12,700 | |||||
Weighted average interest rate (as a percent) | 4.90% | |||||
2014 Credit Facilities | Term Loan | LIBOR | ||||||
Debt | ||||||
Period for variable rate basis | 3 months | |||||
Actual LIBOR rate (as a percent) | 0.64% | |||||
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 | $ 500,000 | ||||
Amount drawn | 0 | |||||
Total credit facility with expansion feature | 650,000 | |||||
Letters of credit issued and outstanding | 21,400 | |||||
Borrowings available under credit facility | $ 438,500 | |||||
2014 Credit Facilities | ABL Facility | Federal funds rate | ||||||
Debt | ||||||
Base rate margin (as a percent) | 0.50% | |||||
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 | Minimum | ||||||
Debt | ||||||
Fees on amounts available to be drawn (as a percent) | 1.50% | |||||
Fees on unused commitments (as a percent) | 0.25% | |||||
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) | 0.375% |
Debt - Components (Details)
Debt - Components (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 | Apr. 30, 2015 | Jun. 18, 2014 |
Debt | |||||
Total long-term debt, net | $ 1,655,643 | $ 1,655,924 | $ 1,654,986 | ||
Current portion of long-term debt | (42,451) | (42,451) | (7,000) | ||
Total long-term debt, net of current portion | 1,613,192 | 1,613,473 | 1,647,986 | ||
Senior unsecured notes | |||||
Debt | |||||
Long-term debt | 600,000 | 600,000 | 600,000 | ||
Term Loan and Senior Notes | |||||
Debt | |||||
Less: Deferred financing costs related to the Term Loan and Senior Notes | (26,749) | (27,967) | (31,648) | ||
2014 Credit Facilities | Term Loan | |||||
Debt | |||||
Long-term debt | 1,082,392 | 1,083,891 | 1,086,634 | ||
Less: Deferred financing costs related to the Term Loan and Senior Notes | $ (3,600) | ||||
Unamortized OID | $ 5,100 | $ 5,400 | $ 6,100 | $ 11,000 |
Supplemental Cash Flows (Detail
Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 30, 2016 | May. 02, 2015 | Jan. 30, 2016 | |
Supplemental Cash Flows | |||
Cash paid for interest | $ 13,676 | $ 25,834 | |
Cash (refunded) paid for income taxes, net | (60,204) | 5,030 | |
Schedule of noncash investing and financing activities: | |||
Cash dividends declared | 9,025 | 8,764 | $ 9,150 |
Unpaid capital expenditure purchases | |||
Unpaid capital expenditure purchases | $ 9,900 | $ 11,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Inventories | |||
Finished goods | $ 1,018,401 | $ 919,623 | $ 952,116 |
Raw materials and merchandise components | 58,332 | 102,881 | 34,341 |
Total inventories | $ 1,076,733 | $ 1,022,504 | $ 986,457 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Income Taxes | ||
Effective income tax rate (as a percent) | 63.70% | 35.80% |
Other Current Assets, Accrued46
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Other current assets | |||
Prepaid expenses | $ 41,995 | $ 42,166 | $ 39,974 |
Tax receivable | 22,561 | 85,153 | 86,761 |
Current deferred tax assets | 23,631 | ||
Other | 13,347 | 16,227 | 15,332 |
Total other current assets | 77,903 | 143,546 | 165,698 |
Accrued expenses and other current liabilities | |||
Customer deposits, prepayments and refunds payable | 67,497 | 25,218 | 59,830 |
Accrued salary, bonus, sabbatical, vacation and other benefits | 63,774 | 75,373 | 69,922 |
Sales, value added, payroll, property and other taxes payable | 40,917 | 27,505 | 37,527 |
Unredeemed gift certificates | 37,712 | 40,884 | 37,071 |
Accrued workers compensation and medical costs | 29,145 | 30,877 | 28,816 |
Accrued interest | 27,134 | 16,282 | 14,161 |
Loyalty program reward certificates | 10,076 | 9,215 | 7,293 |
Cash dividends declared | 9,025 | 9,150 | 8,764 |
Accrued royalties | 2,167 | 3,727 | |
Accrued strategic professional fees | 325 | 737 | 4,888 |
Other | 23,272 | 17,794 | 23,012 |
Total accrued expenses and other current liabilities | 311,044 | 256,762 | 291,284 |
Deferred taxes and other liabilities | |||
Deferred and other income tax liabilities | 116,115 | 112,469 | 331,728 |
Deferred rent and landlord incentives | 66,192 | 66,075 | 62,737 |
Unfavorable lease liabilities | 7,465 | 8,279 | 11,062 |
Other | 7,344 | 7,782 | 7,048 |
Total deferred taxes and other liabilities | $ 197,116 | $ 194,605 | $ 412,575 |
Accumulated Other Comprehensi47
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Change in accumulated other comprehensive (loss) income components | ||
Balance at the beginning of the period | $ (100,086) | |
Balance at the end of the period | (90,230) | $ 979,540 |
Accumulated Other Comprehensive (Loss) Income | ||
Change in accumulated other comprehensive (loss) income components | ||
Balance at the beginning of the period | (28,486) | (5,671) |
Other comprehensive income (loss) before reclassifications | 16,304 | 6,052 |
Amounts reclassified from accumulated other comprehensive (loss) income | 365 | 408 |
Net current-period other comprehensive income | 16,669 | 6,460 |
Balance at the end of the period | (11,817) | 789 |
Foreign Currency Translation | ||
Change in accumulated other comprehensive (loss) income components | ||
Balance at the beginning of the period | (26,659) | (4,232) |
Other comprehensive income (loss) before reclassifications | 16,429 | 6,086 |
Net current-period other comprehensive income | 16,429 | 6,086 |
Balance at the end of the period | (10,230) | 1,854 |
Interest Rate Swap | ||
Change in accumulated other comprehensive (loss) income components | ||
Balance at the beginning of the period | (2,007) | (1,665) |
Other comprehensive income (loss) before reclassifications | (125) | (34) |
Amounts reclassified from accumulated other comprehensive (loss) income | 365 | 408 |
Net current-period other comprehensive income | 240 | 374 |
Balance at the end of the period | (1,767) | (1,291) |
Pension Plan | ||
Change in accumulated other comprehensive (loss) income components | ||
Balance at the beginning of the period | 180 | 226 |
Balance at the end of the period | $ 180 | $ 226 |
Share-Based Compensation Plan48
Share-Based Compensation Plans - Deferred Stock Units, Performance Units and Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Share-based compensation | ||
Share-based compensation expense | $ 4.1 | $ 4.5 |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ||
Unrecognized compensation cost | ||
Unrecognized compensation cost | $ 29.3 | |
Compensation recognition period | 1 year 9 months 18 days | |
Deferred stock units | ||
Additional information | ||
Shares relinquished for tax withholding | 71,128 | |
Vesting period | 3 years | |
Time-Based DSUs | ||
Shares | ||
Non-Vested at the beginning of the period (in shares) | 478,106 | |
Granted (in shares) | 705,636 | |
Vested (in shares) | (214,585) | |
Forfeited (in shares) | (11,804) | |
Non-Vested at the end of the period (in shares) | 957,353 | |
Weighted-Average Grant-Date Fair Value | ||
Non-Vested at the beginning of the period (in dollars per share) | $ 49.60 | |
Granted (in dollars per share) | 17.43 | |
Vested (in dollars per share) | 49.26 | |
Forfeited (in dollars per share) | 51.92 | |
Non-Vested at the end of the period (in dollars per share) | $ 25.94 | |
Time-Based DSUs | Awards granted prior to April 3, 2013 | ||
Shares | ||
Non-Vested at the end of the period (in shares) | 11,288 | |
Performance-Based DSUs, including performance units | ||
Shares | ||
Non-Vested at the beginning of the period (in shares) | 168,656 | |
Granted (in shares) | 258,168 | |
Forfeited (in shares) | (59,943) | |
Non-Vested at the end of the period (in shares) | 366,881 | |
Weighted-Average Grant-Date Fair Value | ||
Non-Vested at the beginning of the period (in dollars per share) | $ 47.87 | |
Granted (in dollars per share) | 17.43 | |
Forfeited (in dollars per share) | 33.72 | |
Non-Vested at the end of the period (in dollars per share) | $ 28.76 | |
Performance units | Two year anniversary | ||
Additional information | ||
Vesting percentage | 50.00% | |
Vesting period | 2 years | |
Performance units | Three year anniversary | ||
Additional information | ||
Vesting percentage | 50.00% | |
Vesting period | 3 years | |
Restricted Stock | ||
Shares | ||
Non-Vested at the beginning of the period (in shares) | 33,157 | |
Granted (in shares) | 18,646 | |
Non-Vested at the end of the period (in shares) | 51,803 | |
Weighted-Average Grant-Date Fair Value | ||
Non-Vested at the beginning of the period (in dollars per share) | $ 27.93 | |
Granted (in dollars per share) | 17.37 | |
Non-Vested at the end of the period (in dollars per share) | $ 24.13 |
Share-Based Compensation Plan49
Share-Based Compensation Plans - Stock Options (Details) - Stock Options $ / shares in Units, $ in Millions | 3 Months Ended |
Apr. 30, 2016USD ($)$ / sharesshares | |
Shares | |
Outstanding at the beginning of the period (in shares) | shares | 681,117 |
Granted (in shares) | shares | 593,509 |
Forfeited (in shares) | shares | (3,051) |
Outstanding at the end of the period (in shares) | shares | 1,271,575 |
Exercisable at the end of the period (in shares) | shares | 442,155 |
Weighted-Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ 39.65 |
Granted (in dollars per share) | 17.43 |
Forfeited (in dollars per share) | 48.31 |
Outstanding at the end of the period (in dollars per share) | 29.26 |
Exercisable at the end of the period (in dollars per share) | 36.55 |
Additional disclosures | |
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ 5.18 |
Assumptions used to value stock options | |
Risk-free interest rate (as a percent) | 1.22% |
Expected lives | 5 years |
Dividend yield (as a percent) | 4.13% |
Expected volatility (as a percent) | 47.95% |
Unrecognized compensation cost | |
Unrecognized compensation cost related to non-vested stock options | $ | $ 5.9 |
Compensation recognition period | 1 year 7 months 6 days |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Apr. 30, 2016USD ($) | |
Changes in the net carrying amount of goodwill | |
Balance at the beginning of the period | $ 118,586 |
Translation adjustment | 2,912 |
Balance at the end of the period | 121,498 |
Retail Segment | |
Changes in the net carrying amount of goodwill | |
Balance at the beginning of the period | 93,201 |
Translation adjustment | 2,303 |
Balance at the end of the period | 95,504 |
Corporate Apparel Segment | |
Changes in the net carrying amount of goodwill | |
Balance at the beginning of the period | 25,385 |
Translation adjustment | 609 |
Balance at the end of the period | $ 25,994 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Amortizable intangible assets: | |||
Carrying amount | $ 60,584 | $ 60,096 | $ 125,824 |
Accumulated amortization | (27,127) | (25,926) | (31,201) |
Total amortizable intangible assets, net | 33,457 | 34,170 | 94,623 |
Indefinite-lived intangible assets: | |||
Trademarks and tradename, net | 144,369 | 144,340 | 570,312 |
Total intangible assets, net | 177,826 | 178,510 | 664,935 |
Trademarks and tradenames | |||
Amortizable intangible assets: | |||
Carrying amount | 16,361 | 16,292 | 16,464 |
Accumulated amortization | (9,857) | (9,728) | (9,445) |
Favorable lease | |||
Amortizable intangible assets: | |||
Carrying amount | 14,562 | 14,675 | 24,400 |
Accumulated amortization | (3,057) | (2,739) | (2,636) |
Customer relationships | |||
Amortizable intangible assets: | |||
Carrying amount | 29,661 | 29,129 | 84,960 |
Accumulated amortization | $ (14,213) | $ (13,459) | $ (19,120) |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets - Amortization (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Intangible asset amortization expense | ||
Pre-tax amortization expense associated with intangible assets | $ 1.3 | $ 3.4 |
Pre-tax amortization expense estimated for the remainder of fiscal year 2016 | 3.4 | |
Pre-tax amortization expense estimated for fiscal year 2017 | 4.4 | |
Pre-tax amortization expense estimated for fiscal year 2018 | 4.1 | |
Pre-tax amortization expense estimated for fiscal year 2019 | 3.9 | |
Pre-tax amortization expense estimated for fiscal year 2020 | $ 3.8 |
Derivative Financial Instrume53
Derivative Financial Instruments (Details) - Interest rate swap - USD ($) $ in Millions | 3 Months Ended | |
Apr. 30, 2016 | Jan. 31, 2015 | |
Derivative Financial Instruments | ||
Notional amount | $ 450 | $ 520 |
Hedge ineffectiveness | 0 | |
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | $ 2.1 | |
Designated as hedging instruments | ||
Derivative Financial Instruments | ||
Fixed rate payable (as a percent) | 5.03% | |
Applicable margin included in fixed rate (as a percent) | 3.50% | |
Fair value of the interest rate swap | $ 2.9 | |
Designated as hedging instruments | Accrued expenses and other current liabilities | ||
Derivative Financial Instruments | ||
Derivative liability | 2.1 | |
Designated as hedging instruments | Other liabilities | ||
Derivative Financial Instruments | ||
Derivative liability | $ 0.8 | |
Designated as hedging instruments | LIBOR | ||
Derivative Financial Instruments | ||
Period for interest rate basis for variable rate receivable | 3 months |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Fair Value of Financial Instruments | |||
Long-term debt, Carrying Amount | $ 1,655,643 | $ 1,655,924 | $ 1,654,986 |
Level 1 and Level 2 | |||
Fair Value of Financial Instruments | |||
Long-term debt, Estimated Fair Value | $ 1,583,132 | $ 1,410,651 | |
Level 2 | |||
Fair Value of Financial Instruments | |||
Long-term debt, Estimated Fair Value | $ 1,737,050 |
Segment Reporting - Number of S
Segment Reporting - Number of Segments (Details) | 3 Months Ended |
Apr. 30, 2016segment | |
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 - Sales by Se
Segment Reporting - Sales by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Net sales: | ||
Total net sales | $ 828,822 | $ 885,089 |
Retail Segment | ||
Net sales: | ||
Total net sales | 766,242 | 824,271 |
Retail Segment | MW | ||
Net sales: | ||
Total net sales | 441,646 | 456,376 |
Retail Segment | Jos. A. Bank | ||
Net sales: | ||
Total net sales | 178,450 | 216,062 |
Retail Segment | K&G | ||
Net sales: | ||
Total net sales | 94,759 | 95,996 |
Retail Segment | Moores | ||
Net sales: | ||
Total net sales | 43,229 | 47,520 |
Retail Segment | MW Cleaners | ||
Net sales: | ||
Total net sales | 8,158 | 8,317 |
Corporate Apparel Segment | ||
Net sales: | ||
Total net sales | 62,580 | 60,818 |
Corporate Apparel Segment | Dimensions and Alexandra (UK) | ||
Net sales: | ||
Total net sales | 53,542 | 52,240 |
Corporate Apparel Segment | Twin Hill | ||
Net sales: | ||
Total net sales | $ 9,038 | $ 8,578 |
Segment Reporting - Sales by Pr
Segment Reporting - Sales by Product or Service (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Supplemental products and services sales information | ||
Total net sales | $ 828,822 | $ 885,089 |
Retail Segment | ||
Supplemental products and services sales information | ||
Total retail clothing product | 615,668 | 666,862 |
Rental services | 99,831 | 103,129 |
Total alteration and other services | 50,743 | 54,280 |
Total net sales | 766,242 | 824,271 |
Retail Segment | Men's tailored clothing product | ||
Supplemental products and services sales information | ||
Total retail clothing product | 349,528 | 386,336 |
Retail Segment | Men's non-tailored clothing product | ||
Supplemental products and services sales information | ||
Total retail clothing product | 241,933 | 256,010 |
Retail Segment | Ladies' clothing product | ||
Supplemental products and services sales information | ||
Total retail clothing product | 21,846 | 21,632 |
Retail Segment | Other | ||
Supplemental products and services sales information | ||
Total retail clothing product | 2,361 | 2,884 |
Retail Segment | Alteration services | ||
Supplemental products and services sales information | ||
Total alteration and other services | 42,585 | 45,963 |
Retail Segment | Retail dry cleaning services | ||
Supplemental products and services sales information | ||
Total alteration and other services | 8,158 | 8,317 |
Corporate Apparel Segment | ||
Supplemental products and services sales information | ||
Total net sales | $ 62,580 | $ 60,818 |
Segment Reporting - Operating I
Segment Reporting - Operating Income Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Operating income | $ 30,995 | $ 55,289 |
Interest income | 13 | 28 |
Interest expense | (26,502) | (26,483) |
Loss on extinguishment of debt | (12,675) | |
Earnings (loss) before income taxes | 4,506 | 16,159 |
Reportable segments | ||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Operating income | 81,931 | 96,618 |
Shared services | ||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Operating income | (50,936) | (41,329) |
Retail Segment | Reportable segments | ||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Operating income | 79,877 | 95,306 |
Corporate Apparel Segment | Reportable segments | ||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ||
Operating income | $ 2,054 | $ 1,312 |
Segment Reporting - Assets by S
Segment Reporting - Assets by Segment (Details) - USD ($) $ in Thousands | Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 |
Segment reporting | |||
Segment assets | $ 2,276,821 | $ 2,244,319 | $ 3,571,451 |
Reportable segments | Retail Segment | |||
Segment reporting | |||
Segment assets | 1,769,230 | 1,705,728 | 2,969,047 |
Reportable segments | Corporate Apparel Segment | |||
Segment reporting | |||
Segment assets | 238,293 | 211,820 | 212,145 |
Shared services | |||
Segment reporting | |||
Segment assets | $ 269,298 | $ 326,771 | $ 390,259 |
Condensed Consolidating Infor60
Condensed Consolidating Information - Balance Sheet (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Apr. 30, 2016 | Jan. 30, 2016 | May. 02, 2015 | Jan. 31, 2015 | Jun. 18, 2014 | |
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 36,429 | $ 29,980 | $ 61,802 | $ 62,261 | |
Accounts receivable, net | 83,333 | 63,890 | 83,169 | ||
Inventories | 1,076,733 | 1,022,504 | 986,457 | ||
Other current assets | 77,903 | 143,546 | 165,698 | ||
Total current assets | 1,274,398 | 1,259,920 | 1,297,126 | ||
Property, plant and equipment, net | 521,144 | 521,824 | 560,141 | ||
Rental product, net | 174,240 | 157,460 | 146,050 | ||
Goodwill | 121,498 | 118,586 | 893,435 | ||
Intangible assets, net | 177,826 | 178,510 | 664,935 | ||
Other assets | 7,715 | 8,019 | 9,764 | ||
TOTAL ASSETS | 2,276,821 | 2,244,319 | 3,571,451 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | 203,248 | 237,114 | 233,066 | ||
Accrued expenses and other current liabilities | 311,044 | 256,762 | 291,284 | ||
Current portion of long-term debt | 42,451 | 42,451 | 7,000 | ||
Total current liabilities | 556,743 | 536,327 | 531,350 | ||
Long-term debt, net | 1,613,192 | 1,613,473 | 1,647,986 | ||
Deferred taxes and other liabilities | 197,116 | 194,605 | 412,575 | ||
Shareholders' (deficit) equity | (90,230) | (100,086) | 979,540 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 2,276,821 | 2,244,319 | 3,571,451 | ||
Eliminations | |||||
CURRENT ASSETS: | |||||
Accounts receivable, net | (263,201) | (381,966) | (352,805) | ||
Total current assets | (263,201) | (381,966) | (352,805) | ||
Investments in subsidiaries | (1,358,787) | (1,329,999) | (3,424,417) | ||
Other assets | (8,100) | (8,400) | (42,732) | ||
TOTAL ASSETS | (1,630,088) | (1,720,365) | (3,819,954) | ||
CURRENT LIABILITIES: | |||||
Accounts payable | (263,201) | (381,966) | (352,805) | ||
Total current liabilities | (263,201) | (381,966) | (352,805) | ||
Long-term debt, net | (33,432) | ||||
Deferred taxes and other liabilities | (8,100) | (8,400) | (9,300) | ||
Shareholders' (deficit) equity | (1,358,787) | (1,329,999) | (3,424,417) | ||
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | (1,630,088) | (1,720,365) | (3,819,954) | ||
Tailored Brands, Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Other current assets | 9,769 | 19,037 | 22,672 | ||
Total current assets | 9,769 | 19,037 | 22,672 | ||
Investments in subsidiaries | (88,520) | (109,188) | 965,431 | ||
TOTAL ASSETS | (78,751) | (90,151) | 988,103 | ||
CURRENT LIABILITIES: | |||||
Accrued expenses and other current liabilities | 9,129 | 7,602 | 8,563 | ||
Total current liabilities | 9,129 | 7,602 | 8,563 | ||
Deferred taxes and other liabilities | 2,350 | 2,333 | |||
Shareholders' (deficit) equity | (90,230) | (100,086) | 979,540 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | (78,751) | (90,151) | 988,103 | ||
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 7,950 | 724 | 21,889 | 18,262 | |
Accounts receivable, net | 17,235 | 23,067 | 22,121 | ||
Inventories | 211,358 | 253,472 | 251,227 | ||
Other current assets | 41,038 | 79,964 | 90,661 | ||
Total current assets | 277,581 | 357,227 | 385,898 | ||
Property, plant and equipment, net | 252,683 | 254,335 | 272,982 | ||
Rental product, net | 141,427 | 124,468 | 112,303 | ||
Goodwill | 6,160 | 6,160 | 6,160 | ||
Intangible assets, net | 159 | 186 | 266 | ||
Investments in subsidiaries | 1,447,307 | 1,439,187 | 2,458,986 | ||
Other assets | 6,637 | 6,914 | 34,279 | ||
TOTAL ASSETS | 2,131,954 | 2,188,477 | 3,270,874 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | 310,830 | 419,187 | 392,705 | ||
Accrued expenses and other current liabilities | 184,955 | 154,014 | 173,491 | ||
Current portion of long-term debt | 42,451 | 42,451 | 7,000 | ||
Total current liabilities | 538,236 | 615,652 | 573,196 | ||
Long-term debt, net | 1,613,192 | 1,613,473 | 1,647,986 | ||
Deferred taxes and other liabilities | 69,046 | 68,540 | 84,261 | ||
Shareholders' (deficit) equity | (88,520) | (109,188) | 965,431 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | $ 2,131,954 | 2,188,477 | 3,270,874 | ||
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 | $ 3,231 | 2,243 | 4,798 | 4,857 | |
Accounts receivable, net | 293,596 | 392,944 | 376,837 | ||
Inventories | 714,712 | 630,407 | 582,638 | ||
Other current assets | 18,629 | 36,308 | 43,234 | ||
Total current assets | 1,030,168 | 1,061,902 | 1,007,507 | ||
Property, plant and equipment, net | 228,714 | 230,209 | 247,087 | ||
Rental product, net | 13,990 | 16,224 | 15,474 | ||
Goodwill | 68,510 | 68,510 | 838,830 | ||
Intangible assets, net | 159,051 | 159,530 | 642,659 | ||
Other assets | 952 | 992 | 8,800 | ||
TOTAL ASSETS | 1,501,385 | 1,537,367 | 2,760,357 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | 113,982 | 153,717 | 144,006 | ||
Accrued expenses and other current liabilities | 90,879 | 75,676 | 85,246 | ||
Total current liabilities | 204,861 | 229,393 | 229,252 | ||
Deferred taxes and other liabilities | 122,428 | 121,531 | 326,135 | ||
Shareholders' (deficit) equity | 1,174,096 | 1,186,443 | 2,204,970 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | 1,501,385 | 1,537,367 | 2,760,357 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 25,248 | 27,013 | 35,115 | $ 39,142 | |
Accounts receivable, net | 35,703 | 29,845 | 37,016 | ||
Inventories | 150,663 | 138,625 | 152,592 | ||
Other current assets | 8,467 | 8,237 | 9,131 | ||
Total current assets | 220,081 | 203,720 | 233,854 | ||
Property, plant and equipment, net | 39,747 | 37,280 | 40,072 | ||
Rental product, net | 18,823 | 16,768 | 18,273 | ||
Goodwill | 46,828 | 43,916 | 48,445 | ||
Intangible assets, net | 18,616 | 18,794 | 22,010 | ||
Other assets | 8,226 | 8,513 | 9,417 | ||
TOTAL ASSETS | 352,321 | 328,991 | 372,071 | ||
CURRENT LIABILITIES: | |||||
Accounts payable | 41,637 | 46,176 | 49,160 | ||
Accrued expenses and other current liabilities | 26,081 | 19,470 | 23,984 | ||
Total current liabilities | 67,718 | 65,646 | 73,144 | ||
Long-term debt, net | 33,432 | ||||
Deferred taxes and other liabilities | 11,392 | 10,601 | 11,479 | ||
Shareholders' (deficit) equity | 273,211 | 252,744 | 254,016 | ||
TOTAL LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY | $ 352,321 | $ 328,991 | $ 372,071 | ||
Senior unsecured notes | |||||
Condensed Consolidating Balance Sheet | |||||
Aggregate principal amount of debt issued | $ 600,000 | ||||
Interest rate (as a percent) | 7.00% |
Condensed Consolidating Infor61
Condensed Consolidating Information - Earnings (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Condensed Consolidating Statement of (Loss) Earnings | ||
Net sales | $ 828,822 | $ 885,089 |
Cost of sales | 476,981 | 503,537 |
Total gross margin | 351,841 | 381,552 |
Operating expenses | 320,846 | 326,263 |
Operating income (loss) | 30,995 | 55,289 |
Interest income | 13 | 28 |
Interest expense | (26,502) | (26,483) |
Loss on extinguishment of debt | (12,675) | |
Earnings (loss) before income taxes | 4,506 | 16,159 |
Provision (benefit) for income taxes | 2,869 | 5,790 |
(Loss) earnings before equity in net income of subsidiaries | 1,637 | 10,369 |
Net earnings (loss) | 1,637 | 10,369 |
Comprehensive income (loss) | 18,306 | 16,829 |
Eliminations | ||
Condensed Consolidating Statement of (Loss) Earnings | ||
Net sales | (111,673) | (112,715) |
Cost of sales | (111,673) | (112,715) |
Operating expenses | (13,686) | (3,080) |
Operating income (loss) | 13,686 | 3,080 |
Other income and expenses, net | (13,686) | (3,080) |
Interest income | (309) | (1,370) |
Interest expense | 309 | 1,370 |
Equity in earnings (loss) of subsidiaries | 25,939 | 3,344 |
Net earnings (loss) | 25,939 | 3,344 |
Comprehensive income (loss) | 9,270 | (3,116) |
Tailored Brands, Inc. | Reportable Legal Entities | ||
Condensed Consolidating Statement of (Loss) Earnings | ||
Operating expenses | 717 | 673 |
Operating income (loss) | (717) | (673) |
Interest income | 2 | |
Earnings (loss) before income taxes | (715) | (673) |
Provision (benefit) for income taxes | (203) | (272) |
(Loss) earnings before equity in net income of subsidiaries | (512) | (401) |
Equity in earnings (loss) of subsidiaries | 2,149 | 10,770 |
Net earnings (loss) | 1,637 | 10,369 |
Comprehensive income (loss) | 18,306 | 16,829 |
The Men's Wearhouse, Inc. | Reportable Legal Entities | ||
Condensed Consolidating Statement of (Loss) Earnings | ||
Net sales | 440,498 | 455,494 |
Cost of sales | 220,547 | 231,450 |
Total gross margin | 219,951 | 224,044 |
Operating expenses | 148,487 | 146,187 |
Operating income (loss) | 71,464 | 77,857 |
Other income and expenses, net | 3,080 | |
Interest income | 5 | 556 |
Interest expense | (26,688) | (27,097) |
Loss on extinguishment of debt | (12,675) | |
Earnings (loss) before income taxes | 44,781 | 41,721 |
Provision (benefit) for income taxes | 14,544 | 16,837 |
(Loss) earnings before equity in net income of subsidiaries | 30,237 | 24,884 |
Equity in earnings (loss) of subsidiaries | (28,088) | (14,114) |
Net earnings (loss) | 2,149 | 10,770 |
Comprehensive income (loss) | 2,389 | 11,144 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of (Loss) Earnings | ||
Net sales | 403,227 | 442,549 |
Cost of sales | 305,394 | 319,750 |
Total gross margin | 97,833 | 122,799 |
Operating expenses | 156,913 | 154,447 |
Operating income (loss) | (59,080) | (31,648) |
Other income and expenses, net | 13,686 | |
Interest income | 307 | 818 |
Interest expense | (11) | (481) |
Earnings (loss) before income taxes | (45,098) | (31,311) |
Provision (benefit) for income taxes | (13,045) | (12,635) |
(Loss) earnings before equity in net income of subsidiaries | (32,053) | (18,676) |
Net earnings (loss) | (32,053) | (18,676) |
Comprehensive income (loss) | (32,053) | (18,676) |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of (Loss) Earnings | ||
Net sales | 96,770 | 99,761 |
Cost of sales | 62,713 | 65,052 |
Total gross margin | 34,057 | 34,709 |
Operating expenses | 28,415 | 28,036 |
Operating income (loss) | 5,642 | 6,673 |
Interest income | 8 | 24 |
Interest expense | (112) | (275) |
Earnings (loss) before income taxes | 5,538 | 6,422 |
Provision (benefit) for income taxes | 1,573 | 1,860 |
(Loss) earnings before equity in net income of subsidiaries | 3,965 | 4,562 |
Net earnings (loss) | 3,965 | 4,562 |
Comprehensive income (loss) | $ 20,394 | $ 10,648 |
Condensed Consolidating Infor62
Condensed Consolidating Information - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 30, 2016 | May. 02, 2015 | |
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | $ 46,435 | $ 48,985 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (30,325) | (30,384) |
Proceeds from sale of property and equipment | 501 | |
Net cash used in investing activities | (29,824) | (30,384) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on term loan | (1,750) | (4,500) |
Proceeds from asset-based revolving credit facility | 204,014 | 3,000 |
Payments on asset-based revolving credit facility | (204,014) | (3,000) |
Deferred financing costs | (3,566) | |
Cash dividends paid | (8,921) | (8,863) |
Proceeds from issuance of common stock | 434 | 908 |
Tax payments related to vested deferred stock units | (1,247) | (4,506) |
Excess tax benefits from share-based plans | 981 | |
Repurchases of common stock | (277) | |
Net cash used in financing activities | (11,484) | (19,823) |
Effect of exchange rate changes | 1,322 | 763 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 6,449 | (459) |
Balance at beginning of period | 29,980 | 62,261 |
Balance at end of period | 36,429 | 61,802 |
Eliminations | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (8,921) | (8,863) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany financing activities | 8,921 | 8,863 |
Net cash used in financing activities | 8,921 | 8,863 |
Tailored Brands, Inc. | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 9,734 | 11,757 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash dividends paid | (8,921) | (8,863) |
Proceeds from issuance of common stock | 434 | 908 |
Tax payments related to vested deferred stock units | (1,247) | (4,506) |
Excess tax benefits from share-based plans | 981 | |
Repurchases of common stock | (277) | |
Net cash used in financing activities | (9,734) | (11,757) |
The Men's Wearhouse, Inc. | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 34,076 | 36,993 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (16,179) | (16,437) |
Net cash used in investing activities | (16,179) | (16,437) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on term loan | (1,750) | (4,500) |
Proceeds from asset-based revolving credit facility | 201,000 | 3,000 |
Payments on asset-based revolving credit facility | (201,000) | (3,000) |
Deferred financing costs | (3,566) | |
Intercompany financing activities | (8,921) | (8,863) |
Net cash used in financing activities | (10,671) | (16,929) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 7,226 | 3,627 |
Balance at beginning of period | 724 | 18,262 |
Balance at end of period | 7,950 | 21,889 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 13,365 | 10,865 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (12,878) | (10,924) |
Proceeds from sale of property and equipment | 501 | |
Net cash used in investing activities | (12,377) | (10,924) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 988 | (59) |
Balance at beginning of period | 2,243 | 4,857 |
Balance at end of period | 3,231 | 4,798 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (1,819) | (1,767) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (1,268) | (3,023) |
Net cash used in investing activities | (1,268) | (3,023) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from asset-based revolving credit facility | 3,014 | |
Payments on asset-based revolving credit facility | (3,014) | |
Effect of exchange rate changes | 1,322 | 763 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,765) | (4,027) |
Balance at beginning of period | 27,013 | 39,142 |
Balance at end of period | $ 25,248 | $ 35,115 |