Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 02, 2019 | Mar. 22, 2019 | Aug. 04, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | Tailored Brands Inc | ||
Entity Central Index Key | 0000884217 | ||
Document Type | 10-K | ||
Document Period End Date | Feb. 2, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --02-02 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,031.3 | ||
Entity Common Stock, Shares Outstanding | 50,180,832 | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 55,431 | $ 103,607 |
Accounts receivable, net | 73,073 | 79,783 |
Inventories | 830,426 | 851,931 |
Other current assets | 70,712 | 78,252 |
Total current assets | 1,029,642 | 1,113,573 |
PROPERTY AND EQUIPMENT, AT COST: | ||
Land | 19,162 | 19,752 |
Buildings | 151,071 | 149,880 |
Leasehold improvements | 641,262 | 620,600 |
Furniture, fixtures and equipment | 679,032 | 656,094 |
Property and Equipment, gross | 1,490,527 | 1,446,326 |
Less accumulated depreciation and amortization | (1,051,355) | (985,652) |
PROPERTY AND EQUIPMENT, net | 439,172 | 460,674 |
RENTAL PRODUCT, net | 99,770 | 123,730 |
GOODWILL | 79,491 | 120,292 |
INTANGIBLE ASSETS, net | 163,901 | 168,987 |
OTHER ASSETS | 8,514 | 12,699 |
TOTAL ASSETS | 1,820,490 | 1,999,955 |
CURRENT LIABILITIES: | ||
Accounts payable | 228,979 | 145,106 |
Accrued expenses and other current liabilities | 282,029 | 285,537 |
Income taxes payable | 15,968 | 6,121 |
Current portion of long-term debt | 11,619 | 7,000 |
Total current liabilities | 538,595 | 443,764 |
LONG-TERM DEBT, net | 1,153,242 | 1,389,808 |
DEFERRED TAXES, net AND OTHER LIABILITIES | 125,022 | 164,191 |
Total liabilities | 1,816,859 | 1,997,763 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY: | ||
Preferred stock, $0.01 par value, 2,000,000 shares authorized, no shares issued | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 50,180,832 and 49,287,856 shares issued | 501 | 492 |
Capital in excess of par | 505,157 | 491,648 |
Accumulated deficit | (468,048) | (479,166) |
Accumulated other comprehensive loss | (33,979) | (10,782) |
Total shareholders' equity | 3,631 | 2,192 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 1,820,490 | $ 1,999,955 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Feb. 02, 2019 | Feb. 03, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 50,180,832 | 49,287,856 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Net sales: | |||
Total net sales | $ 3,239,902 | $ 3,304,346 | $ 3,378,703 |
Cost of sales: | |||
Total cost of sales | 1,862,435 | 1,895,580 | 1,937,235 |
Gross margin: | |||
Total gross margin | 1,377,467 | 1,408,766 | 1,441,468 |
Advertising expense | 166,457 | 173,411 | 189,956 |
Selling, general and administrative expenses | 974,054 | 1,000,892 | 1,099,328 |
Goodwill impairment charge | 23,991 | 1,500 | |
Asset impairment charges | 1,026 | 3,547 | 19,358 |
Operating income | 211,939 | 229,416 | 132,826 |
Interest income | 563 | 564 | 167 |
Interest expense | (79,573) | (100,471) | (103,149) |
(Loss) gain on extinguishment of debt, net | (30,253) | 5,445 | 1,737 |
Earnings before income taxes | 102,676 | 134,954 | 31,581 |
Provision for income taxes | 19,436 | 38,251 | 6,625 |
Net earnings | $ 83,240 | $ 96,703 | $ 24,956 |
Net earnings per common share: | |||
Basic (in dollars per share) | $ 1.67 | $ 1.97 | $ 0.51 |
Diluted (in dollars per share) | $ 1.64 | $ 1.95 | $ 0.51 |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 49,856 | 49,094 | 48,607 |
Diluted (in shares) | 50,725 | 49,468 | 48,786 |
Retail Segment | |||
Net sales: | |||
Total net sales | $ 3,004,511 | $ 3,053,021 | $ 3,098,401 |
Cost of sales: | |||
Total cost of sales | 1,691,963 | 1,710,060 | 1,744,605 |
Gross margin: | |||
Retail Clothing Product Gross Margin | 1,360,655 | 1,355,551 | 1,352,283 |
Rental services | 339,903 | 358,382 | 374,680 |
Alteration and other services | 18,027 | 45,009 | 58,131 |
Occupancy costs | (406,037) | (415,981) | (431,298) |
Total gross margin | 1,312,548 | 1,342,961 | 1,353,796 |
Goodwill impairment charge | 1,500 | ||
Asset impairment charges | 3,500 | 16,500 | |
Corporate Apparel Segment | |||
Net sales: | |||
Total net sales | 235,391 | 251,325 | 280,302 |
Cost of sales: | |||
Total cost of sales | 170,472 | 185,520 | 192,630 |
Gross margin: | |||
Total gross margin | 64,919 | 65,805 | 87,672 |
Goodwill impairment charge | 23,991 | ||
Retail clothing product | Retail Segment | |||
Net sales: | |||
Total net sales | 2,454,747 | 2,439,817 | 2,445,922 |
Cost of sales: | |||
Total cost of sales | 1,094,092 | 1,084,266 | 1,093,639 |
Rental services | Retail Segment | |||
Net sales: | |||
Total net sales | 399,146 | 428,355 | 457,444 |
Cost of sales: | |||
Total cost of sales | 59,243 | 69,973 | 82,764 |
Total alteration and other services | Retail Segment | |||
Net sales: | |||
Total net sales | 150,618 | 184,849 | 195,035 |
Cost of sales: | |||
Total cost of sales | 132,591 | 139,840 | 136,904 |
Occupancy costs | Retail Segment | |||
Cost of sales: | |||
Total cost of sales | $ 406,037 | $ 415,981 | $ 431,298 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Net earnings (loss) | $ 83,240 | $ 96,703 | $ 24,956 |
Currency translation adjustments, net of tax | (18,704) | 29,089 | (13,546) |
Unrealized (loss) gain on cash flow hedges, net of tax | (4,459) | 227 | 1,925 |
Adjustment to minimum pension liability, net of tax | (34) | (15) | 24 |
Comprehensive income | $ 60,043 | $ 126,004 | $ 13,359 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Capital in Excess of Par | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock, at Cost | Total |
Balance at the beginning of the year at Jan. 30, 2016 | $ 485 | $ 455,765 | $ (524,876) | $ (28,486) | $ (2,974) | $ (100,086) |
Increase (Decrease) in Shareholders' Equity | ||||||
Net earnings | 24,956 | 24,956 | ||||
Other comprehensive income (loss) | (11,597) | (11,597) | ||||
Cash dividends - $0.72 per share | (35,930) | (35,930) | ||||
Share-based compensation | 17,436 | 17,436 | ||||
Common stock issued - 336,746, 504,156 and 892,976 shares for 2016, 2017 and 2018 respectively | 3 | 2,186 | 2,189 | |||
Tax payments related to vested deferred stock units | (1,362) | (1,362) | ||||
Tax deficiency related to share-based plans | (3,224) | (3,224) | ||||
Retirement of treasury stock - 120,129 shares for 2016 respectively | (1) | (2,973) | $ 2,974 | |||
Balance at the end of the year at Jan. 28, 2017 | 487 | 470,801 | (538,823) | (40,083) | (107,618) | |
Increase (Decrease) in Shareholders' Equity | ||||||
Net earnings | 96,703 | 96,703 | ||||
Other comprehensive income (loss) | 29,301 | 29,301 | ||||
Cash dividends - $0.72 per share | (37,046) | (37,046) | ||||
Share-based compensation | 20,636 | 20,636 | ||||
Common stock issued - 336,746, 504,156 and 892,976 shares for 2016, 2017 and 2018 respectively | 5 | 1,898 | 1,903 | |||
Tax payments related to vested deferred stock units | (1,687) | (1,687) | ||||
Balance at the end of the year at Feb. 03, 2018 | 492 | 491,648 | (479,166) | (10,782) | 2,192 | |
Increase (Decrease) in Shareholders' Equity | ||||||
Net earnings | 83,240 | 83,240 | ||||
Other comprehensive income (loss) | (23,197) | (23,197) | ||||
Cash dividends - $0.72 per share | (36,298) | (36,298) | ||||
Share-based compensation | 14,770 | 14,770 | ||||
Common stock issued - 336,746, 504,156 and 892,976 shares for 2016, 2017 and 2018 respectively | 9 | 6,640 | 6,649 | |||
Tax payments related to vested deferred stock units | (7,901) | (7,901) | ||||
Balance at the end of the year at Feb. 02, 2019 | $ 501 | $ 505,157 | (468,048) | $ (33,979) | 3,631 | |
Increase (Decrease) in Shareholders' Equity | ||||||
Cumulative adjustment upon ASC 606 adoption | $ (35,824) | $ (35,824) |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - $ / shares | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) | |||
Cash dividends declared per common share (in dollars per share) | $ 0.72 | $ 0.72 | $ 0.72 |
Common stock issued under share-based award plans and to stock discount plan (in shares) | 892,976 | 504,156 | 336,746 |
Repurchases of common stock (in shares) | 120,291 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings | $ 83,240 | $ 96,703 | $ 24,956 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 104,216 | 106,493 | 115,205 |
Rental product amortization | 35,058 | 38,021 | 42,171 |
Goodwill impairment charge | 23,991 | 1,500 | |
Loss (gain) on extinguishment of debt, net | 30,253 | (5,445) | (1,737) |
Amortization of deferred financing costs and discount on long-term debt | 3,422 | 7,066 | 7,503 |
Loss on disposition of assets | 8,587 | 1,237 | 6,396 |
Asset impairment charges | 1,026 | 3,547 | 19,358 |
Share-based compensation | 14,770 | 20,636 | 17,436 |
Excess tax benefits from share-based plans | (11) | ||
Deferred tax benefit | (8,009) | (5,763) | (23,988) |
Deferred rent expense and other | 272 | 938 | (1,725) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 2,264 | (9,440) | (5,593) |
Inventories | (4,482) | 114,652 | 61,707 |
Rental product | (16,217) | (9,582) | (41,779) |
Other assets | 9,385 | (5,956) | 71,338 |
Accounts payable, accrued expenses and other current liabilities | 43,706 | (10,843) | (44,630) |
Income taxes payable | 9,993 | 4,650 | 849 |
Other liabilities | (18,803) | 2,354 | (4,828) |
Net cash provided by operating activities | 322,672 | 350,768 | 242,628 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (82,286) | (94,958) | (99,694) |
Proceeds from divestiture of business | 17,755 | ||
Acquisition of business, net of cash | (457) | ||
Proceeds from sales of property and equipment | 5,480 | 617 | |
Net cash used in investing activities | (64,531) | (89,935) | (99,077) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on original term loan | (993,420) | (53,379) | (42,451) |
Proceeds from new term loan | 895,500 | ||
Payments on new term loan | (9,000) | ||
Proceeds from asset-based revolving credit facility | 655,500 | 276,300 | 609,537 |
Payments on asset-based revolving credit facility | (607,000) | (276,300) | (609,537) |
Repurchase and retirement of senior notes | (199,365) | (145,371) | (21,924) |
Deferred financing costs | (6,713) | (2,580) | |
Cash dividends paid | (36,946) | (35,761) | (35,240) |
Proceeds from issuance of common stock | 6,649 | 1,903 | 2,189 |
Tax payments related to vested deferred stock units | (7,901) | (1,687) | (1,362) |
Excess tax benefits from share-based plans | 11 | ||
Net cash used in financing activities | (302,696) | (236,875) | (98,777) |
Effect of exchange rate changes | (3,621) | 8,760 | (3,865) |
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (48,176) | 32,718 | 40,909 |
Balance at beginning of period | 103,607 | 70,889 | 29,980 |
Balance at end of period | 55,431 | 103,607 | 70,889 |
Cash paid (refunded) for: | |||
Interest | 77,571 | 106,372 | 96,408 |
Income taxes, net | 11,431 | 39,537 | (39,682) |
Unpaid capital expenditure purchases | |||
Unpaid capital expenditure purchases | $ 11,700 | $ 2,900 | $ 12,200 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 02, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Business— Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation (“Tailored Brands”), became the successor reporting company to The Men’s Wearhouse, Inc. (“The 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. Tailored Brands and its subsidiaries (the “Company”, “we”, “us”, and “our”) is a specialty apparel retailer offering suits, suit separates, sport coats, slacks, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo and suit rental product (collectively “rental product”). We serve our customers through an expansive omni-channel network including over 1,400 stores in the United States (“U.S.”) and Canada as well as our branded e-commerce websites at www.menswearhouse.com, www.josbank.com and www.josephabboud.com. Our retail stores operate under the Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank Clothiers (“Jos. A. Bank”), Moores Clothing for Men (“Moores”), Joseph Abboud, and K&G names and carry a wide selection of exclusive and non-exclusive merchandise brands. In addition, we offer our customers alteration services and most of our K&G stores also offer women’s career and casual apparel, sportswear and accessories, including shoes, and children’s apparel . Also, prior to its divestiture in 2018, we conducted retail dry cleaning, laundry and heirlooming operations through MW Cleaners in Texas. See Note 3 for information on our divestiture of MW Cleaners. Additionally, we operate an international corporate apparel business with operations in both the United Kingdom (“UK”) and the U.S. Our UK-based business is the largest provider of corporate apparel in the UK under the Dimensions, Alexandra and Yaffy brands. In the U.S., our corporate apparel business operates under the Twin Hill brand name. Our corporate apparel business provides corporate apparel uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the internet. We follow the standard fiscal year of the retail industry, which is a 52-week or 53-week period ending on the Saturday closest to January 31. The periods presented in these financial statements are the fiscal years ended February 2, 2019 (“fiscal 2018”), February 3, 2018 (“fiscal 2017”), and January 28, 2017 (“fiscal 2016”). Each of these periods had 52 weeks except for fiscal 2017, which consisted of 53 weeks. Principles of Consolidation — The consolidated financial statements include the accounts of Tailored Brands, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents — Cash and cash equivalents includes all cash in banks, cash on hand and all highly liquid investments with an original maturity of three months or less. Accounts Receivable —Accounts receivable consists of our receivables from third‑party credit card providers and other trade receivables, which consist primarily of receivables from our corporate apparel segment customers. Collectability is reviewed regularly and recorded net of an allowance for uncollectible accounts, which is adjusted as necessary. As of February 2, 2019 and February 3, 2018, the allowance for uncollectible accounts was $1.7 million and $1.5 million, respectively. Inventories —Inventories are valued at the lower of cost and net realizable value. Cost is determined based on the average cost method. Our inventory cost also includes estimated procurement and distribution costs (warehousing, freight, hangers and merchandising costs) associated with the inventory, with the balance of such costs included in cost of sales. Procurement and distribution costs are generally allocated to inventory based on the ratio of annual product purchases to inventory cost. We make assumptions, based primarily on historical experience, as to items in our inventory that may be damaged, obsolete or salable only at marked down prices to reflect the net realizable value of these items. Property and Equipment —Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the related allowances for depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings. Buildings are depreciated using the straight‑line method over their estimated useful lives of 10 to 25 years. Depreciation of leasehold improvements is computed on the straight‑line method over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured, or the useful life of the assets, whichever is shorter. Furniture, fixtures and equipment are depreciated using primarily the straight‑line method over their estimated useful lives of two to 15 years. Depreciation expense was $100.3 million, $102.5 million and $110.4 million for fiscal 2018, 2017 and 2016, respectively. Rental Product —Rental product is amortized to cost of sales based on the cost of each unit rented. The cost of each unit rented is estimated based on the number of times the unit is expected to be rented and the average cost of the rental product. Lost, damaged and retired rental product is also charged to cost of sales. Rental product is amortized to expense generally over a four year period. We make assumptions, based primarily on historical experience, as to the number of times each unit can be rented. Amortization expense was $35.1 million, $38.0 million and $42.2 million for fiscal 2018, 2017 and 2016, respectively. Impairment of Long‑Lived Assets —Long‑lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset. Asset impairment charges totaled $1.0 million, $3.5 million and $19.4 million for fiscal 2018, 2017 and 2016, respectively. The $1.0 million of asset impairment charges recorded in fiscal 2018 relates to our retail segment and consists of long-lived assets at underperforming stores. Of the $3.5 million recorded in fiscal 2017, all of which relates to our retail segment, $1.2 million relates to fixed assets in our tuxedo shops within Macy’s (see Note 2 for additional information) and the remainder relates to underperforming stores. Of the $19.4 million recorded in fiscal 2016, $16.5 million relates to our retail segment, of which $14.0 million related to fixed assets in our tuxedo shops within Macy’s, $2.5 million related primarily to stores closed as part of our store rationalization program and $2.9 million relates to a long-lived asset reclassified as held for sale in our shared services segment. Goodwill and Other Indefinite-Lived Intangible Assets —Goodwill and other indefinite-lived intangible assets are initially recorded at their fair values. Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated annually for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. For purposes of our goodwill impairment evaluation, the reporting units are our operating segments identified in Note 18 of the consolidated financial statements. Goodwill has been assigned to the reporting units based on prior business combinations related to the reporting units and our annual impairment assessment occurs on the last day of the second month of our fiscal fourth quarter. Our goodwill assessment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a quantitative impairment test, if necessary. In performing the qualitative assessment, we consider many factors in evaluating whether the carrying value of the asset may not be recoverable, including macroeconomic conditions, retail industry considerations, recent financial performance and declines in stock price and market capitalization. During the third quarter of 2018, we determined that a triggering event occurred and an interim goodwill impairment test for our corporate apparel reporting unit was required. We concluded that the reporting unit’s goodwill was fully impaired and recorded a non-cash goodwill impairment charge of $24.0 million during the third quarter of 2018. See Note 8 for additional information. Indefinite‑lived intangible assets are not subject to amortization but are reviewed at least annually for impairment. The indefinite‑lived intangible asset impairment evaluation is performed by comparing the fair value of the indefinite‑lived intangible assets to their carrying values. Similar to the goodwill approach described above, our annual impairment assessment for indefinite-lived intangible assets contemplates the use of either a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a quantitative impairment test, if necessary. We estimate the fair values of these intangible assets based on an income approach using the relief-from-royalty method. This approach is dependent upon a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. If the carrying value exceeds its estimated fair value, an impairment loss is recognized in the amount by which the carrying amount exceeds the estimated fair value of the asset. As a result of our annual impairment evaluations, we believe that, as of February 2, 2019, none of our goodwill and indefinite-lived intangible assets are impaired. Derivative Financial Instruments —Derivative financial instruments are recorded in the consolidated balance sheet at fair value as other current assets, other assets, accrued expenses and other current liabilities or other liabilities. For derivative instruments for which hedge accounting was not designated, the gain or loss is recorded in cost of sales in the consolidated statements of earnings. For derivative instruments that qualify for hedge accounting treatment, the effective portion of the derivative is recorded as a component of other comprehensive income (loss) and reclassified to earnings in the period when the hedged item affects earnings. Gains and losses on derivative instruments are reflected within cash flow from operating activities on the statement of cash flows. See Note 17 for further information regarding our derivative instruments. Self‑Insurance — We self‑insure significant portions of our workers’ compensation and employee medical costs. We estimate our liability for future payments under these programs based on historical experience and various assumptions as to participating employees, health care costs, number of claims and other factors, including industry trends and information provided to us by third parties. We also use actuarial estimates. If the number of claims or the costs associated with those claims were to increase significantly over our estimates, additional charges to earnings could be necessary to cover required payments. Sabbatical Leave —Beginning in fiscal 2016, employees no longer earn a sabbatical leave and, as a result, we are no longer accruing benefits for sabbatical leave. The accrued liability for sabbatical leave earned prior to fiscal 2016, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $2.4 million and $3.6 million as of fiscal 2018 and 2017, respectively. Income Taxes —Income taxes are accounted for using the asset and liability method. Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting bases and subsequently adjusted to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. The deferred tax assets are reduced, if necessary, by a valuation allowance if the future realization of those tax benefits is not more likely than not. S ee Note 9 for further information regarding income taxes, including impacts related to the Tax Cuts and Jobs Act (the “Tax Reform Act”). The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and/or penalties related to uncertain tax positions are recognized in income tax expense. Revenue Recognition — Effective February 4, 2018, we adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). Under ASC 606, revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. See Note 7 for additional discussion related to revenue recognition. Operating Leases —Operating leases relate primarily to stores and generally contain rent escalation clauses, rent holidays, contingent rent provisions and occasionally leasehold incentives. Rent expense for operating leases is recognized on a straight‑line basis over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured. Rent expense for stores is included in cost of sales as a part of occupancy cost and other rent is included in selling, general and administrative (“SG&A”) expenses. The lease terms commence when we take possession with the right to control use of the leased premises, which normally includes a construction period and, for stores, is approximately 60 days prior to the date rent payments begin. Deferred rent that results from recognition of rent expense on a straight‑line basis is included in other liabilities. Landlord incentives received for reimbursement of leasehold improvements is also included in other liabilities and amortized as a reduction to rent expense over the term of the lease. Contingent rentals are generally based on percentages of sales and are recognized as store rent expense as they accrue. Advertising —Advertising costs are expensed as incurred or, in the case of media production costs, when the advertisement first appears. New Store Costs —Promotion and other costs associated with the opening of new stores are expensed as incurred. Store Closures and Relocations —Costs associated with store closures or relocations are charged to expense when the liability is incurred. When we close or relocate a store, we record a liability for the present value of estimated unrecoverable cost, which is substantially made up of the remaining net lease obligation. Share‑Based Compensation —In recognizing share‑based compensation, we follow the provisions of the authoritative guidance regarding share‑based awards. This guidance establishes fair value as the measurement objective in accounting for stock awards and requires the application of a fair value based measurement method in accounting for compensation cost, which is recognized over the requisite service period. During the first quarter of fiscal 2017, we adopted Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation . ASU 2016-09 simplified 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. The recognition of excess tax benefits and deficiencies related to the vesting of stock-based awards in the statement of earnings and presentation of excess tax benefits on the statement of cash flows were adopted prospectively, with no adjustments made to prior periods. In addition, upon adoption, we did not change our policy on accounting for forfeitures, which is to estimate the number of awards expected to be forfeited and adjusting the estimate as needed. Overall, the adoption of ASU 2016-09 did not have a material impact on our financial statements. We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of deferred stock units, performance units, and restricted stock is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. Awards settled in cash are classified as liabilities and the fair value of awards settled in cash will be remeasured at each reporting period until the awards are settled. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest and the level and likelihood of the performance condition to be met. For grants with a service condition only that are subject to graded vesting, we recognize expense on a straight-line basis over the requisite service period for the entire award. Share‑based compensation expense, including cash settled awards, recognized for fiscal 2018 and 2017 was $18.1 million and $25.2 million, respectively. Share-based compensation expense recognized for fiscal 2016 was $17.4 million. There were no cash settled awards granted during fiscal 2016. Total income tax benefit recognized in net earnings for share‑based compensation arrangements was $4.5 million, $9.5 million and $6.8 million for fiscal 2018, 2017 and 2016, respectively. See Note 14 for additional disclosures regarding share‑based compensation. Foreign Currency Translation —Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at each balance sheet date. Equity is translated at applicable historical exchange rates. Income, expense and cash flow items are translated at average exchange rates during the year. Resulting translation adjustments are reported as a separate component of comprehensive (loss) income. Comprehensive (Loss) Income —Comprehensive (loss) income includes all changes in equity during the periods presented that result from transactions and other economic events other than transactions with shareholders. We present comprehensive (loss) income in a separate statement in the accompanying consolidated financial statements. Earnings per share — In 2018 and 2017, we calculated earnings per common share allocated to common shareholders using the treasury stock method while in 2016 we applied the two-class method. The two-class method required an evaluation of whether instruments granted in share-based payment transactions were participating securities, including unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) and how participating securities should be included in the computation of earnings per common share allocated to common shareholders. See Note 5 for disclosures regarding earnings per share. Treasury stock — Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to capital in excess of par value using the average-cost method. Upon retirement of treasury stock, the amounts in excess of par value are charged entirely to accumulated deficit. Recent Accounting Pronouncements —We have considered all new accounting pronouncements and have concluded that the following new pronouncements may have a material impact on our results of operations, financial condition, or cash flows. In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for public companies for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of ASU 2018-15 is permitted. We are currently evaluating the impact ASU 2018-15 may have on our financial position, results of operations or cash flows . In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. ASU 2017-12 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 2017-12 is permitted. We will adopt ASU 2017-12 in the first quarter of fiscal 2019 and do not expect it to 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 current 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 current 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, with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements , providing a practical expedient that removed the requirement to restate prior period financial statements upon adoption of the standard with a cumulative-effect adjustment to retained earnings in the period of adoption. We will adopt ASU 2016-02 in the first quarter of fiscal 2019 using this approach. In addition, upon adoption, we are electing the package of practical expedients under which we will not reassess our prior conclusions about lease identification, lease classification and initial direct costs . We are also making accounting policy elections to treat the lease and non-lease components of leases as a single lease component and to exempt leases with an initial term of twelve months or less from balance sheet recognition. We are not electing to adopt the hindsight practical expedient. Upon adoption of the guidance, we currently expect to record operating lease liabilities in the range of $935 million to $965 million based upon the present value of the remaining minimum rental payments using discount rates as of the effective date. We currently expect to record corresponding right-of-use assets in the range of $885 million to $915 million based upon the operating lease liabilities adjusted for favorable lease intangible assets and deferred rent and unfavorable lease liabilities . We currently do not expect ASU 2016-02 to have any other material impacts on our consolidated financial statements and also do not expect its adoption to impact our existing credit facilities. |
TERMINATION OF TUXEDO RENTAL LI
TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY'S | 12 Months Ended |
Feb. 02, 2019 | |
TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY'S | |
TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY'S | 2. TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY’S During the first quarter of fiscal 2017, we reached an agreement with Macy's to wind down operations under the tuxedo rental license agreement established between Macy's and The Men's Wearhouse in 2015. During fiscal 2017, we completed the winding down of our operations related to our tuxedo shops within Macy's and all tuxedo shops within Macy's closed in the second quarter of 2017. As a result of the agreement, during the first quarter of fiscal 2017, we incurred $17.2 million of termination-related costs, of which $14.6 million were cash charges. These costs included $12.3 million related to contract termination, $1.4 million of rental product write-offs, $1.2 million of asset impairment charges and $2.3 million of other costs, all of which relate to our retail segment. Of the $17.2 million in termination-related costs, $14.6 million is recorded in SG&A, $1.4 million is included in cost of sales and $1.2 million is included in asset impairment charges in the consolidated statement of earnings. At February 3, 2018, all termination-related costs had been paid. |
DIVESTURE OF MW CLEANERS
DIVESTURE OF MW CLEANERS | 12 Months Ended |
Feb. 02, 2019 | |
DIVESTITURE OF MW CLEANERS | |
DIVESTITURE OF MW CLEANERS | 3. DIVESTITURE OF MW CLEANERS On February 28, 2018, we entered into a definitive agreement to divest our MW Cleaners business for approximately $18.0 million, subject to certain adjustments, and the transaction closed on March 3, 2018. During fiscal 2018, we received cash proceeds of $17.8 million and recorded a total loss on the divestiture totaling $3.8 million, which is included within SG&A in the consolidated statement of earnings, and relates to our retail segment. We determined that the sale of the MW Cleaners business did not represent a strategic shift and will not have a major effect on our consolidated results of operations, financial position or cash flows. Accordingly, we have not presented the sale as a discontinued operation in the consolidated financial statements. |
RESTRUCTURING AND OTHER CHARGES
RESTRUCTURING AND OTHER CHARGES | 12 Months Ended |
Feb. 02, 2019 | |
RESTRUCTURING AND OTHER CHARGES | |
RESTRUCTURING AND OTHER CHARGES | 4. 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 included a store rationalization program as well as a profit improvement program to drive operating efficiencies and improve our expense structure. These programs were substantially completed in fiscal 2016 and resulted in the closure of 75 Jos. A. Bank full line stores, the closure of 56 factory and outlet stores at Jos. A. Bank and Men’s Wearhouse and the closure of 102 Men’s Wearhouse and Tux stores. No charges were incurred under these initiatives in fiscal 2018 or 2017, respectively. Cumulative pre-tax restructuring and other charges related to these programs was $109.6 million, of which approximately $68.1 million were cash expenses. A summary of the charges incurred are presented in the table below (amounts in thousands): Fiscal Year 2016 Cumulative Lease termination costs $ 43,116 $ 43,116 Store asset impairment charges and accelerated depreciation, net of deferred rent 1,734 24,880 Consulting costs 15,074 15,992 Inventory reserve charges — 11,008 Severance and employee-related costs 6,103 6,103 Favorable lease impairment charges — 5,533 Other costs 2,060 2,918 Total pre-tax restructuring and other charges (1) $ 68,087 $ 109,550 (1) For fiscal 2016, consists of $71.9 million included in SG&A offset by a $3.8 million reduction in cost of sales. For fiscal 2016 and cumulatively since inception of the initiatives, of the total amounts recorded in the table above, $49.0 million and $88.9 million, respectively, relate to our retail segment and the remainder are recorded in shared services. As of February 3, 2018, $0.3 million of these restructuring and other charges was included in accrued expenses and other current liabilities. These amounts were paid in fiscal 2018. In addition to the restructuring costs described above, we incurred integration and other costs related to Jos. A. Bank totaling $8.8 million for fiscal 2016. Integration and other costs for fiscal 2016 include $2.1 million recorded in cost of sales with the remainder recorded in SG&A. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Feb. 02, 2019 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 5. EARNINGS PER SHARE Basic earnings per common share is computed by dividing net earnings 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. For fiscal 2018 and 2017, the treasury stock method is used to calculate diluted earnings per common share while the two-class method was used for fiscal 2016. Basic and diluted earnings per common share 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 consolidated statement of earnings and the accompanying notes. As a result, it may not be possible to recalculate earnings per common share in our consolidated statement of earnings and the accompanying notes. The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share amounts): Fiscal Year 2018 2017 2016 Numerator Net earnings $ 83,240 $ 96,703 $ 24,956 Net earnings allocated to participating securities (restricted stock and deferred stock units) — — (28) Net earnings $ 83,240 $ 96,703 $ 24,928 Denominator Basic weighted-average common shares outstanding 49,856 49,094 48,607 Dilutive effect of share-based awards 869 374 179 Diluted weighted-average common shares outstanding 50,725 49,468 48,786 Net earnings per common share: Basic $ 1.67 $ 1.97 $ 0.51 Diluted $ 1.64 $ 1.95 $ 0.51 For fiscal 2018, 2017 and 2016, 0.8 million, 1.8 million, and 1.6 million anti‑dilutive shares of common stock were excluded from the calculation of diluted earnings per common share allocated to common shareholders, respectively. |
DEBT
DEBT | 12 Months Ended |
Feb. 02, 2019 | |
DEBT | |
DEBT | 6. DEBT In 2014, The Men's Wearhouse entered into a term loan credit agreement that provided for a senior secured term loan in the aggregate principal amount of $1.1 billion (the "Original Term Loan") and a $500.0 million asset-based revolving credit agreement (the "ABL Facility", and together with the Original 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 Original Term Loan were reduced by an $11.0 million original issue discount ("OID"), which was presented as a reduction of the outstanding balance on the Original Term Loan on the balance sheet and amortized to interest expense over the contractual life of the Original Term Loan. In addition, in 2014, The Men's Wearhouse issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the "Senior Notes"). In October 2017, The Men’s Wearhouse amended the ABL Facility in part to increase the principal amount available to $550.0 million and extend the maturity date to October 2022. In April 2018, The Men’s Wearhouse refinanced its Original Term Loan, and in October 2018, amended its term loan to reduce the interest rate margin. See Credit Facilities section below for additional information. 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. Should our total leverage ratio and secured leverage ratio exceed certain thresholds specified in the agreements, we would be subject to certain additional restrictions, including limitations on our ability to make significant acquisitions and incur additional indebtedness. As of February 2, 2019 our total leverage ratio and secured leverage ratio are below these thresholds and we believe these ratios will remain below the thresholds specified in the agreements for the foreseeable future, which results in the elimination of these additional restrictions. In addition, as a result of the refinancing of the Term Loan and amending of our ABL Facility, our ability to pay dividends on our common stock has increased from a maximum of $10.0 million per quarter to a maximum of $15.0 million per quarter. Credit Facilities In April 2018, we refinanced our Original Term Loan. Immediately prior to the refinancing, the Original Term Loan consisted of $593.4 million in aggregate principal amount with an interest rate of LIBOR plus 3.50% (with a floor of 1.0%) and $400.0 million in aggregate principal amount with a fixed rate of 5.0% per annum. Upon entering into the refinancing, we made a prepayment of $93.4 million on the Original Term Loan using cash on hand. As a result, we refinanced $900.0 million in aggregate principal amount of term loans then outstanding with a new Term Loan totaling $900.0 million (the “New Term Loan”). Additionally, we may continue to request additional term loans or incremental equivalent debt borrowings, all of which are uncommitted, in an aggregate amount up to the greater of (1) $250.0 million and (2) an aggregate principal amount such that, on a pro forma basis (giving effect to such borrowings), our senior secured leverage ratio will not exceed 2.5 to 1.0. The New Term Loan will amortize in an annual amount equal to 1.0% of the principal amount of the New Term Loan, payable quarterly commencing on May 1, 2018. Proceeds from the New Term Loan were reduced by a $4.5 million OID, which was presented as a reduction of the outstanding balance on the New Term Loan on the balance sheet and was to be amortized to interest expense over the contractual life of the New Term Loan. The New Term Loan extends the maturity date of the Original Term Loan from June 18, 2021 until April 9, 2025, subject to a springing maturity provision that would accelerate the maturity of the New Term Loan to April 1, 2022 if any of the Company’s obligations under its Senior Notes remain outstanding on April 1, 2022. The New Term Loan bears interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either LIBOR (with a floor of 1.0%) or the base rate (with a floor of 2.0%). In October 2018, we amended the New Term Loan resulting in a reduction in the interest rate margin of 25 basis points. As a result of the amendment, the margins for borrowings under the New Term Loan are 3.25% for LIBOR and 2.25% for the base rate and the OID was eliminated. The maturity date for the New Term Loan remains April 9, 2025, and all other material provisions of the New Term Loan remain unchanged. The interest rate on the New Term Loan is based on 1-month LIBOR, which was 2.51% at February 2, 2019, plus the applicable margin of 3.25%, resulting in a total interest rate of 5.76%. We have two interest rate swap agreements where the variable rates due under the New Term Loan have been exchanged for a fixed rate, including an interest rate swap entered into during June 2018. At February 2, 2019, the total notional amount under these interest rate swaps is $715.0 million. See Note 17 for additional information on our interest rate swaps. As a result of our interest rate swaps, 80% of the variable interest rate under the New Term Loan has been converted to a fixed rate and, as of February 2, 2019, the New Term Loan had a weighted average interest rate of 5.77%. In connection with the April 2018 refinancing of the New Term Loan, we incurred deferred financing costs of $5.6 million, which was to be amortized over the life of the New Term Loan using the interest method. In addition, as a result of the refinancing, we recorded a loss on extinguishment of debt totaling $11.9 million consisting of the elimination of unamortized deferred financing costs and OID related to the Original Term Loan, which is included as a separate line in the consolidated statement of earnings. In connection with the October 2018 amendment of the New Term Loan, we incurred deferred financing costs of $1.1 million, which will be amortized over the life of the New Term Loan using the interest method. In addition, we recorded a loss on extinguishment of debt totaling $9.4 million consisting of the elimination of unamortized deferred financing costs and OID, which is included as a separate line in the consolidated statement of earnings. In October 2017, we amended our ABL Facility, which now provides for a senior secured revolving credit facility of $550.0 million, with possible future increases to $650.0 million under an expansion feature that matures in October 2022, 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 New York Federal Reserve Bank (“NYFRB”) rate plus 0.5% or adjusted LIBOR for a one-month interest 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 1.75%. The ABL Facility also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.25% to 1.75%, and a fee on unused commitments of 0.25%. As of February 2, 2019, $48.5 million in borrowings were outstanding under the ABL Facility at a weighted average interest rate of approximately 3.9%. During fiscal 2018, the maximum borrowing outstanding under the ABL Facility was $104.5 million. We utilize letters of credit primarily as collateral for workers compensation claims and to secure inventory purchases. At February 2, 2019, letters of credit totaling approximately $38.9 million were issued and outstanding. Borrowings available under the ABL Facility as of February 2, 2019 were $407.7 million. The obligations under the Credit Facilities are secured on a senior basis by a first priority lien on substantially all of the assets of the Company, and certain of its U.S. subsidiaries and, in the case of the ABL Facility, Moores The Suit People Inc. The Credit Facilities and the related guarantees and security interests granted thereunder are senior secured obligations of, and will rank equally with all present and future senior indebtedness of the Company, the co-borrowers and the respective guarantors. 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 Men’s Wearhouse, Inc. and the guarantors, respectively, and will rank equally with all of The Men’s Wearhouse Inc.’s and each guarantor’s present and future senior indebtedness. The Senior Notes will mature in July 2022. Interest on the Senior Notes is payable on January 1 and July 1 of each year. We may redeem some or all of the Senior Notes at any time on or after July 1, 2017 at the redemption prices set forth in the indenture governing the Senior Notes. Upon the occurrence of certain specific changes of control, we may be required to offer to purchase the Senior Notes at 101% of their aggregate principal amount plus accrued and unpaid interest thereon to the date of purchase. During fiscal 2018, we completed a partial redemption of $175.0 million in face value of our Senior Notes. The Senior Notes were redeemed at a redemption price equal to $1,035 per $1,000 principal amount, plus accrued and unpaid interest. In addition, during fiscal 2018, we repurchased and retired $17.6 million in face value of Senior Notes through open market transactions. As a result, we recorded a net loss on extinguishment totaling $8.9 million, which is included as a separate line in the consolidated statement of earnings. The net loss on extinguishment reflects a $6.7 million loss upon repurchase of the Senior Notes and the elimination of unamortized deferred financing costs totaling $2.2 million related to the Senior Notes. Long-Term Debt The following table provides details on our long-term debt as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Term Loan (net of unamortized OID of $0.0 million at February 2, 2019 and $3.0 million at February 3, 2018) $ 891,000 $ 990,465 Senior Notes 228,607 421,209 ABL Facility 48,500 — Less: Deferred financing costs related to the Term Loan and Senior Notes (3,246) (14,866) Total long-term debt, net 1,164,861 1,396,808 Current portion of long-term debt (11,619) (7,000) Total long-term debt, net of current portion $ 1,153,242 $ 1,389,808 In accordance with the provisions of the New Term Loan, we have an obligation to make a mandatory excess cash flow payment offer of $2.6 million to the Term Loan lenders during fiscal 2019. Our lenders have the option to decline their respective portions of the payment. We have classified the entire amount of the expected payment within current portion of long-term debt on our consolidated balance sheet as of February 2, 2019. The following table provides principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter (in thousands): Fiscal Year 2019 $ 11,619 2020 9,000 2021 9,000 2022 286,107 2023 9,000 Thereafter 843,381 Total long-term debt 1,168,107 Deferred financing costs (3,246) Total long-term debt, net $ 1,164,861 |
REVENUE RECOGNITION
REVENUE RECOGNITION | 12 Months Ended |
Feb. 02, 2019 | |
REVENUE RECOGNITION | |
REVENUE RECOGNITION | 7. REVENUE RECOGNITION Adoption of ASC 606 Effective February 4, 2018, we adopted ASC 606 for all contracts using the modified retrospective approach. We recognized the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of retained earnings. The adoption had no impact to our previously reported results of operations or cash flows. The comparative period information has not been restated and continues to be reported under the accounting standards in effect for the periods presented. The following table depicts the cumulative effect of the changes made to our February 3, 2018 balance sheet for the adoption of ASC 606 (in thousands): Reported Adjusted Balance at Impact of Balance at February 3, Adoption of February 3, 2018 ASC 606 2018 Assets: Accounts receivable, net $ 79,783 $ (303) $ 79,480 Inventories 851,931 (17,837) 834,094 Other current assets 78,252 2,753 81,005 Liabilities: Accrued expenses and other current liabilities 285,537 32,378 317,915 Deferred taxes, net and other liabilities 164,191 (11,941) 152,250 Equity: Accumulated deficit (479,166) (35,824) (514,990) The adoption of ASC 606 primarily impacted the timing of revenue recognition related to our customer loyalty programs, gift cards and e-commerce sales within our retail segment, as discussed in more detail below. In addition, for our corporate apparel segment, certain deferred revenue balances along with related inventory amounts were eliminated as part of the cumulative adjustment to opening retained earnings. Also, for estimated sales returns, we now recognize allowances for estimated sales returns on a gross basis rather than a net basis on the consolidated balance sheets. Revenues The following table sets forth supplemental products and services sales information for the Company (in thousands): Fiscal Year 2018 2017 2016 Net sales: Men's tailored clothing product $ 1,385,320 $ 1,351,881 $ 1,343,875 Men's non-tailored clothing product 988,973 1,008,663 1,018,907 Women's clothing product 68,518 70,630 73,509 Other (1) 11,936 8,643 9,631 Total retail clothing product 2,454,747 2,439,817 2,445,922 Rental services 399,146 428,355 457,444 Alteration services 148,067 150,005 161,895 Retail dry cleaning services (2) 2,551 34,844 33,140 Total alteration and other services 150,618 184,849 195,035 Total retail sales 3,004,511 3,053,021 3,098,401 Corporate apparel clothing product 235,391 251,325 280,302 Total net sales $ $ $ (1) Other consists of franchise and licensing revenues and gift card breakage. Franchise revenues are generally recognized at a point in time while licensing revenues consist primarily of minimum guaranteed royalty amounts recognized over an elapsed time period. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. See Note 3 for additional information. See Note 18 for additional information regarding our reporting segments. Retail Segment For retail clothing product revenue, we transfer control and recognize revenue at a point in time, upon sale or shipment of the merchandise, net of actual sales returns and an accrual for estimated sales returns. For rental and alteration services, we transfer control and recognize revenue at a point in time, upon receipt of the completed service by the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, use and value added taxes we collect from our customers and are remitted to governmental agencies are excluded from revenue. Loyalty Programs We maintain a customer loyalty program for our Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank and Moores brands in which customers receive points for purchases. Points are generally equivalent to dollars spent on a one‑to‑one basis, excluding any sales tax dollars, and do not expire. Upon reaching 500 points, customers are issued a $50 rewards certificate which they may redeem for purchases at our stores or online. Generally, reward certificates earned must be redeemed no later than six months from the date of issuance. We believe our loyalty programs represent a customer option that is a material right and, accordingly, is a performance obligation in the contract with our customer. Therefore, we record our obligation for future point redemptions using a deferred revenue model. In prior years, we used an incremental cost approach where we accrued the estimated costs of the anticipated certificate redemptions when the certificates were issued and charged such costs to cost of sales. When loyalty program members earn points, we recognize a portion of the transaction as revenue for merchandise product sales or services and defer a portion of the transaction representing the value of the related points. The value of the points is recorded in deferred revenue on our consolidated balance sheet and recognized into revenue when the points are converted into a rewards certificate and the certificate is used. We account for points earned and certificates issued that will never be redeemed by loyalty members, which we refer to as breakage. We review our breakage estimates at least annually based upon the latest available information regarding redemption and expiration patterns. During the fourth quarter of 2018, we redeemed certain loyalty members’ cumulative outstanding points into reward certificates prior to them reaching 500 total points, and these certificates expired on February 2, 2019. In addition, we finalized our decision to implement an expiration policy for loyalty program points beginning in the second quarter of fiscal 2019. As a result of these changes in the loyalty programs, we recorded a decrease to our deferred revenue liability related to outstanding loyalty program points of $17.6 million, $14. 3 million net of income taxes, or $0.28 earnings per diluted share. Our estimate of the expected usage of points and certificates requires significant management judgment. Current and future changes to our assumptions or to loyalty program rules may result in material changes to the deferred revenue balance as well as recognized revenues from the loyalty programs. Gift Card Breakage Proceeds from the sale of gift cards are recorded as a liability and are recognized as net sales from products and services when the cards are redeemed. Our gift cards do not have expiration dates. In addition, we recognize revenue for gift cards for which the likelihood of redemption is deemed to be remote and for which there is no legal obligation to remit the value of such unredeemed gift cards to any relevant jurisdictions (commonly referred to as gift card breakage) under the redemption recognition method. This method records gift card breakage as revenue on a proportional basis over the redemption period based on our historical gift card breakage rate. We review our gift card breakage estimate based on our historical redemption patterns. Pre-tax breakage income of $3.1 million was recognized during fiscal 2018. In prior years, we recognized income from breakage of gift cards as a reduction of SG&A when the likelihood of redemption of the gift card was remote. Pre-tax breakage income of $3.2 million and $2.9 million was recognized during fiscal 2017 and 2016, respectively. Sales Returns Revenue from merchandise product sales is reported net of sales returns, which includes an estimate of future returns based on historical return rates, with a corresponding reduction to cost of sales. Our refund liability for sales returns was $6.4 million at February 2, 2019, which is included in accrued and other current liabilities and represents the expected value of the refund that will be due to our customers. We also have a corresponding asset included in other current assets that represents the right to recover products from customers associated with sales returns of $3.2 million at February 2, 2019. In prior years, we recognized an accrual for estimated sales returns on a net basis, which as of February 3, 2018, totaled $4.0 million and is recorded within accrued expenses and other current liabilities in our consolidated balance sheet. Corporate Apparel Segment For our corporate apparel segment, we sell corporate clothing and uniforms to workforces under a contract or by purchase order. We transfer control and recognize revenue at a point in time, generally upon delivery of the product to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, use and value added taxes we collect from our customers and are remitted to governmental agencies are excluded from revenue. Contract Liabilities The following table summarizes the opening and closing balances of our contract liabilities (in thousands): Balance at Increase Balance at February 3, 2018 (Decrease) February 2, 2019 As Adjusted Contract liabilities $ 141,552 $ (18,724) $ 122,828 Contract liabilities include cash payments received from customers in advance of our performance, including amounts which are refundable. These liabilities primarily consist of customer deposits related to rental product or custom clothing transactions since we typically receive payment from our customers prior to our performance and deferred revenue related to our loyalty programs and unredeemed gift cards. These amounts are included as “Customer deposits, prepayments and refunds payable,” “Loyalty program liabilities” and “Unredeemed gift cards,” respectively, within the accrued expenses and other current liabilities line item on our consolidated balance sheet. See Note 11 for additional information on our accrued expenses and other current liabilities. The amount of revenue recognized for fiscal 2018 that was included in the opening contract liability balance was $101.4 million. This revenue primarily consists of recognition of deposits for completed transactions, redeemed certificates related to our loyalty programs, gift card redemptions and the impact of changes related to our loyalty programs of $17.6 million . Practical Expedients and Impact on Fiscal 2018 Results Due to the short term nature of a significant portion of our contracts with customers, we have elected to apply the practical expedients under ASC 606 to: (1) not adjust the consideration for the effects of a significant financing component, (2) recognize incremental costs of obtaining a contract as expense when incurred and (3) not disclose the value of our unsatisfied performance obligations for contracts with an original expected duration of one year or less. In accordance with ASC 606, the following tables reflect the impact on our fiscal 2018 consolidated statement of earnings and balance sheet as if we had continued to apply accounting standards in effect last year (“Legacy GAAP”) (in thousands, except per share amounts): Statement of Earnings For the Year Ended February 2, 2019 As Amounts Under Effect of Change Reported Legacy GAAP Increase/(Decrease) Net sales: Total retail sales $ 3,004,511 $ 2,979,703 $ (24,808) Corporate apparel clothing product 235,391 243,610 8,219 Costs and expenses: Total retail cost of sales 1,691,963 1,690,986 (977) Total corporate apparel clothing product cost of sales 170,472 177,124 6,652 Selling, general and administrative expenses 974,054 970,703 (3,351) Provision for income taxes 19,436 15,856 (3,580) Net earnings 83,240 67,907 (15,333) Diluted net earnings per common share $ $ 1.34 $ (0.30) The decrease of $0.30 between the as reported and amounts under legacy GAAP columns primarily relates to the changes to our loyalty programs of $17.6 million, or $0.28 per diluted share. Balance Sheet February 2, 2019 As Amounts Under Effect of Change Reported Legacy GAAP Increase/(Decrease) Assets: Accounts receivable, net $ 73,073 $ 74,932 $ 1,859 Inventories 830,426 840,769 10,343 Other current assets 70,712 67,523 (3,189) Liabilities: Accrued expenses and other current liabilities 282,029 229,962 (52,067) Deferred taxes, net and other liabilities 125,022 113,055 (11,967) Equity: Accumulated deficit $ (468,048) $ (447,557) $ 20,491 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Feb. 02, 2019 | |
GOODWILL AND INTANGIBLE ASSETS | |
Goodwill and Other Intangible Assets | 8. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended February 2, 2019 and February 3, 2018 are as follows (in thousands): Corporate Retail Apparel Total Balance at January 28, 2017 $ 94,511 $ 22,515 $ 117,026 Goodwill impairment charge (1,500) — (1,500) Goodwill of acquired business — 695 695 Translation adjustment 1,294 2,777 4,071 Balance at February 3, 2018 $ 94,305 $ 25,987 $ 120,292 Goodwill impairment charge — (23,991) (23,991) Goodwill of divested business (see Note 3) (13,588) — (13,588) Translation adjustment (1,226) (1,996) (3,222) Balance at February 2, 2019 $ 79,491 $ — $ 79,491 In fiscal 2017, the goodwill of acquired business resulted from an immaterial acquisition by our UK-based operations. During the fourth quarter of 2017, based on an indicator of the fair value of the business, we recorded a goodwill impairment charge of $1.5 million for MW Cleaners, which related to our retail segment. Third Quarter 2018 Corporate Apparel Impairment Test During the third quarter of 2018, sales, profitability and cash flow of our corporate apparel reporting unit underperformed in comparison to our forecast. The performance of our corporate apparel business was and continues to be impacted by increasing uncertainty surrounding Brexit, which is resulting in lower replenishment demand from existing accounts in the UK. In addition, in the third quarter of 2018, we received notification from a significant U.S. customer of their decision not to renew their existing agreement with us in 2019. As a result of the continued uncertainty surrounding Brexit and the notification from our U.S. customer, we lowered our forecast of sales, profitability and cash flow for the corporate apparel reporting unit for the fourth quarter of 2018 and future years. As a result of the factors above, we determined that a triggering event occurred during the third quarter of 2018 and an interim goodwill impairment test for our corporate apparel reporting unit was required. We concluded that the reporting unit’s goodwill was fully impaired and recorded a non-cash goodwill impairment charge of $24.0 million during the third quarter of 2018. Consistent with the procedures followed in our annual impairment test, we estimated the fair value of the reporting unit using a combined income and market comparable approach. Our income approach uses projected future cash flows that are discounted using a weighted‑average cost of capital analysis that reflects current market conditions. The market comparable approach primarily considers market price multiples of comparable companies and applies those price multiples to certain key drivers of the reporting unit. We believe these two approaches are appropriate valuation techniques and we weighted the two values equally as an estimate of reporting unit fair value for the purposes of our impairment testing. Management judgment is a significant factor in the goodwill impairment evaluation process. The computations require management to make estimates and assumptions. Critical assumptions used in the interim impairment test for the corporate apparel reporting unit included: · The potential future cash flows of the reporting unit. The income approach relies on the timing and estimates of future cash flows. The projections use management’s estimates of economic and market conditions over the projected period, including growth rates in revenue, gross margin and expense (all Level 3 inputs in the fair value hierarchy). · Selection of an appropriate discount rate. The income approach requires the selection of an appropriate discount rate, which is based on a weighted‑average cost of capital analysis. The discount rate is affected by changes in short‑term interest rates and long‑term yield as well as variances in the typical capital structure of marketplace participants. The weighted‑average cost of capital used to discount the cash flows for the interim goodwill impairment test was 13.5%, which is 100 basis points higher than the last annual test, reflecting the increasing uncertainty surrounding Brexit. · Selection of comparable companies within the industry. For purposes of the market comparable approach, valuations were determined by calculating average price multiples of relevant key drivers from a group of companies that are comparable to the reporting unit being tested and applying those price multiples to the key drivers of the reporting unit. The determination of the market comparable also involves a degree of judgment. Earnings multiples used in the market comparable approach for the interim goodwill impairment test ranged from 5.5 to 8.0. Estimating future cash flows requires management to make assumptions and to apply judgment, including forecasting future sales, costs and useful lives of assets. Significant judgment is also involved in selecting the appropriate discount rate to be applied in determining the estimated fair value of an asset. Changes to our key assumptions related to future performance, market conditions and other economic factors can significantly affect our impairment evaluation and may trigger the need for future impairment tests possibly resulting in future impairment charges related to intangible assets of the corporate apparel reporting unit. We are committed to an ongoing evaluation of our portfolio of businesses and maximizing value for our shareholders. Such an evaluation may result in the consideration of a range of options related to our corporate apparel business, some of which could result in additional non-cash losses in future periods. As of February 2, 2019 and February 3, 2018, accumulated goodwill impairment totaled $804.0 million and $780.0 million, respectively. As of February 2, 2019, $780.0 million related to our retail segment and $24.0 million related to our corporate apparel segment. Intangible Assets The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): February 2, February 3, 2019 2018 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ 16,067 $ 16,273 Favorable leases 11,844 13,229 Customer relationships 26,553 28,713 Total carrying amount 54,464 58,215 Accumulated amortization: Trademarks, tradenames and franchise agreements (10,796) (10,558) Favorable leases (5,162) (5,010) Customer relationships (18,851) (17,992) Total accumulated amortization (34,809) (33,560) Total amortizable intangible assets, net 19,655 24,655 Indefinite-lived intangible assets: Trademarks and tradename 144,246 144,332 Total intangible assets, net $ 163,901 $ 168,987 The pre-tax amortization expense associated with intangible assets subject to amortization totaled approximately $3.9 million, $4.2 million and $4.8 million for fiscal 2018, 2017 and 2016, respectively. Pre-tax amortization expense associated with intangible assets subject to amortization at February 2, 2019 is estimated to be approximately $3.6 million for fiscal year 2019, $3.5 million for fiscal year 2020, $3.4 million for fiscal year 2021, $2.1 million for fiscal year 2022 and $0.9 million for fiscal year 2023. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 02, 2019 | |
INCOME TAXES | |
INCOME TAXES | 9. INCOME TAXES The following table provides details on our earnings (loss) before income taxes (in thousands): Fiscal Year 2018 2017 2016 United States $ 72,397 $ 90,399 $ (9,986) Foreign 30,279 44,555 41,567 Total $ 102,676 $ 134,954 $ 31,581 The provision (benefit) for income taxes consists of the following (in thousands): Fiscal Year 2018 2017 2016 Current tax expense: Federal $ 6,757 $ 25,701 $ 18,545 State 4,802 5,067 912 Foreign 15,886 13,246 11,156 Deferred tax (benefit) expense: Federal and state (2,929) (21,187) (23,135) Foreign (5,080) 15,424 (853) Total $ 19,436 $ 38,251 $ 6,625 In December 2017, the U.S. enacted the Tax Reform Act. The changes included in the Tax Reform Act are broad and complex, which impacted our consolidated financial statements in fiscal 2017 and fiscal 2018 including, but not limited to: reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018 and requiring a one-time transition tax on certain unrepatriated earnings of non-U.S. subsidiaries that may electively be paid over eight years. The transition tax resulted in certain previously untaxed non-U.S. earnings being included in the U.S. federal and state 2017 taxable income. The Tax Reform Act also enacted new tax laws which include, but are not limited to: a Base Erosion Anti-abuse Tax (“BEAT”), which is a new minimum tax, generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, a provision designed to tax currently global intangible low taxed income (“GILTI”), a provision that may limit the amount of currently deductible interest expense, the repeal of the domestic production incentives, limitations on the deductibility of certain executive compensation, and limitations on the utilization of foreign tax credits to reduce the U.S. income tax liability. Shortly after the Tax Reform Act was enacted, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) which provides guidance on accounting for the Tax Reform Act’s impact. SAB 118 provided a measurement period, which in no case should extend beyond one year from the Tax Reform Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Reform Act. In accordance with SAB 118, a company must reflect the income tax effects of the Tax Reform Act in the reporting period in which the accounting is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Reform Act is incomplete, a company can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first reporting period in which a reasonable estimate can be determined. As a result, in fiscal 2017, we recorded a provisional discrete net tax benefit of $0.3 million related to the Tax Reform Act, which consisted of a benefit from deferred tax remeasurement offset by additional provision for transition tax. During the fourth quarter of fiscal 2018, we completed our accounting for the effects of the Tax Reform Act and recorded a discrete net tax benefit of $6.1 million, including finalization of deferred tax remeasurement, transition tax and a rate change for foreign exchange remeasurement on previously taxed earnings and profits. In addition, during 2018, we finalized our policy and have elected to use the period cost method for GILTI provisions and therefore have not recorded deferred taxes for basis differences expected to reverse in future periods . A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows: Fiscal Year 2018 2017 2016 Federal statutory rate % % % State income taxes, net of federal benefit Uncertain tax positions Foreign tax rate differential Amortizable tax goodwill GILTI — — Valuation allowance Tax credits Impact of change to permanent reinvestment of foreign earnings 1.2 — Impact of Tax Reform Act — Inventory donations (1.2) (2.9) Impact of ASU 2016-09 — — Adjustments to net tax accruals — — Other — % % % In fiscal 2018, our effective income tax rate was 18.9% and is lower than the U.S. statutory rate primarily due to the impact of the Tax Reform Act and usage of tax credits, which are partially offset by state income tax changes related to the Tax Reform Act and foreign earnings with higher tax rates in these jurisdictions. In fiscal 2017, our effective income tax rate was 28.3% and was lower than the U.S. statutory rate primarily due to foreign earnings and the lower tax rates in these jurisdictions and the release of specific uncertain tax positions liabilities, partially offset by a change in our position on permanently reinvested foreign earnings and valuation allowance changes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that a portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of February 2, 2019, it is more likely than not that we will realize the benefits of the deferred tax assets, except as discussed below. At February 2, 2019, we had federal, state and foreign net operating loss (“NOL”) carryforwards of approximately $9.5 million, $178.7 million and $0.1 million, respectively. The federal and state NOL carryforwards will expire between fiscal 2019 and 2038; the foreign NOLs can be carried forward indefinitely. At February 2, 2019, we also had $16.5 million of foreign tax credit carryforwards, which will expire between fiscal 2020 and fiscal 2028. At February 2, 2019 and February 3, 2018, we had net non-current deferred tax liabilities of $43.0 million and $68.8 million, respectively. We have a valuation allowance of $20.7 million against certain state deferred tax assets and foreign tax credits for which we have concluded it is more likely than not that we will not recognize the asset. Total deferred tax assets and liabilities and the related temporary differences as of February 2, 2019 and February 3, 2018 were as follows (in thousands): February 2, February 3, 2019 2018 Deferred tax assets: Accrued rent and other expenses $ 36,347 $ 31,574 Accrued compensation 17,667 16,475 Accrued inventory markdowns 5,654 3,616 Other 8,175 608 Tax loss and other carryforwards 32,030 28,605 Total deferred tax assets 99,873 80,878 Valuation allowance (20,686) (19,472) Net deferred tax assets 79,187 61,406 Deferred tax liabilities: Property and equipment (47,287) (46,089) Capitalized inventory costs (12,538) (17,950) Intangibles (41,176) (43,686) Investment in foreign subsidiaries (12,321) (17,314) Other (8,863) (5,192) Total deferred tax liabilities (122,185) (130,231) Net deferred tax liabilities $ (42,998) $ (68,825) In accordance with the guidance regarding accounting for uncertainty in income taxes, we classify uncertain tax positions as non‑current income tax liabilities unless expected to be paid within one year and recognize interest and/or penalties related to income tax matters in income tax expense. As of February 2, 2019 and February 3, 2018, the total amount of accrued interest related to uncertain tax positions was $0.1 million and $0.2 million, respectively. The following table summarizes the activity related to our uncertain tax positions (in thousands): February 2, February 3, 2019 2018 Gross uncertain tax positions, beginning balance $ 1,154 $ 19,450 Increase in tax positions for prior years — 156 Decrease in tax positions for prior years (535) (17,908) Increase in tax positions due to business combinations — — Increase in tax positions for current year — 300 Decrease in tax positions for current year — — Settlements — (350) Lapse from statute of limitations — (494) Gross uncertain tax positions, ending balance $ 619 $ 1,154 Of the $0.6 million in uncertain tax positions as of February 2, 2019, $0.6 million, if recognized, would reduce our income tax expense and effective tax rate. We do not expect material changes in the total amount of uncertain tax positions within the next 12 months as the outcome of tax matters is uncertain and unforeseen results can occur. We are subject to routine compliance examinations on tax matters by various tax jurisdictions in the ordinary course of business. Tax return years which are open to examinations range from fiscal 2013 through fiscal 2017. Our tax jurisdictions include the United States, Canada, the UK, The Netherlands, Hong Kong and France as well as their states, territories, provinces and other political subdivisions. A number of U.S. state examinations are ongoing. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Feb. 02, 2019 | |
INVENTORIES | |
INVENTORIES | 10. INVENTORIES The following table provides details on our inventories as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Finished goods $ 682,610 $ 739,668 Raw materials and merchandise components 147,816 112,263 Total inventories $ 830,426 $ 851,931 |
OTHER CURRENT ASSETS, ACCRUED E
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | 12 Months Ended |
Feb. 02, 2019 | |
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 | 11. OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES The following table provides details on our other current assets as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Prepaid expenses $ 56,361 $ 47,545 Tax receivable 584 20,368 Other 13,767 10,339 Total other current assets $ 70,712 $ 78,252 The following table provides details on our accrued expenses and other current liabilities as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Accrued salary, bonus, sabbatical, vacation and other benefits $ 81,503 $ 84,767 Loyalty program liabilities 44,434 9,106 Customer deposits, prepayments and refunds payable 40,620 59,633 Unredeemed gift cards 32,178 39,609 Sales, value added, payroll, property and other taxes payable 25,547 29,409 Accrued workers compensation and medical costs 23,974 25,244 Accrued dividends 10,480 11,128 Accrued interest 1,828 3,281 Accrued royalties 1,286 5,032 Other 20,179 18,328 Total accrued expenses and other current liabilities $ $ 285,537 The increase in loyalty program liabilities, the decrease in customer deposits, prepayments, and refunds payable and the decrease in unredeemed gift cards was primarily driven by the adoption of ASC 606, effective February 4, 2018. See Note 7 for additional information. The following table provides details on our deferred taxes, net and other liabilities as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Deferred rent and landlord incentives $ 57,505 $ 60,136 Deferred and other income tax liabilities, net 53,479 95,314 Unfavorable lease liabilities 1,797 2,910 Other 12,241 5,831 Total deferred taxes, net and other liabilities $ 125,022 $ 164,191 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 12 Months Ended |
Feb. 02, 2019 | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 12. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following table summarizes the components of accumulated other comprehensive (loss) income during fiscal 2018, 2017 and 2016 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— January 30, 2016 $ (26,659) $ (2,007) $ 180 $ (28,486) Other comprehensive (loss) income before reclassifications (13,546) 616 24 (12,906) Amounts reclassified from accumulated other comprehensive loss — 1,309 — 1,309 Net other comprehensive (loss) income (13,546) 1,925 24 (11,597) BALANCE— January 28, 2017 (40,205) (82) 204 (40,083) Other comprehensive income (loss) before reclassifications 29,089 (3,397) (15) 25,677 Amounts reclassified from accumulated other comprehensive loss — 3,624 — 3,624 Net other comprehensive income 29,089 227 (15) 29,301 BALANCE— February 3, 2018 (11,116) 145 189 (10,782) Other comprehensive (loss) income before reclassifications (18,704) (6,158) (34) (24,896) Amounts reclassified from accumulated other comprehensive loss — 1,699 — 1,699 Net other comprehensive (loss) income (18,704) (4,459) (34) (23,197) BALANCE— February 2, 2019 $ (29,820) $ (4,314) $ 155 $ (33,979) Amounts reclassified from other comprehensive (loss) income in fiscal 2018 and 2017 related to changes in the fair value of our interest rate swaps which is recorded in interest expense in the consolidated statement of earnings and changes in the fair value of cash flow hedges related to inventory purchases, which is recorded within cost of sales in the consolidated statement of earnings. Amounts reclassified from other comprehensive (loss) income in fiscal 2016 related to changes in the fair value of our interest rate swaps, which is recorded in interest expense in the consolidated statement of earnings. |
DIVIDENDS
DIVIDENDS | 12 Months Ended |
Feb. 02, 2019 | |
DIVIDENDS | |
DIVIDENDS | 13. DIVIDENDS Cash dividends paid were approximately $36.9 million, $35.8 million and $35.2 million during fiscal 2018, 2017 and 2016, respectively. In fiscal 2018, 2017 and 2016, a dividend of $0.18 per share was declared in each quarter, for an annual dividend of $0.72 per share, respectively. The quarterly cash dividend of $0.18 per share declared by our Board of Directors (the “Board”) in January 2019 is payable on March 29, 2019 to shareholders of record on March 19, 2019 and is included in accrued expenses and other current liabilities on the consolidated balance sheet as of February 2, 2019. |
EQUITY AND SHARE-BASED COMPENSA
EQUITY AND SHARE-BASED COMPENSATION PLANS | 12 Months Ended |
Feb. 02, 2019 | |
EQUITY AND SHARE-BASED COMPENSATION PLANS | |
EQUITY AND SHARE-BASED COMPENSATION PLANS | 14. EQUITY AND SHARE‑BASED COMPENSATION PLANS Preferred Stock Our Board is authorized to issue up to 2,000,000 shares of preferred stock and to determine the dividend rights and terms, redemption rights and terms, liquidation preferences, conversion rights, voting rights and sinking fund provisions of those shares without any further vote or act by Company shareholders. There was no issued preferred stock as of February 2, 2019 and February 3, 2018, respectively. Stock Plans In June 2016, our shareholders approved the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the “2016 LTIP”), which will be used for equity grants after June 2016. As amended in 2017, the 2016 LTIP provides for an aggregate of up to 9,300,000 shares, subject to adjustment, of our common stock (or the fair market value thereof) with respect to which stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards may be granted to full‑time key employees and to non‑employee directors of the Company. In addition, we continue to administer the 2004 Long-Term Incentive Plan (the “2004 LTIP”) and the 1996 Long‑Term Incentive Plan (“1996 Plan”) as a result of awards which remain outstanding pursuant to such plans. Awards are no longer available for grant under the 2004 LTIP and 1996 Plan. Stock options granted under these plans vest annually in varying increments over a period from one to three years and must be exercised within ten years of the date of grant. Grants of deferred stock units, performance units or restricted stock generally vest over a period from one to three years. As of February 2, 2019, 6,612,534 shares were available for grant under the 2016 LTIP and 9,140,598 shares of common stock were reserved for future issuance under the existing plans. Non‑Vested Deferred Stock Units, Performance Units and Restricted Stock The following table summarizes the activity of time-based and performance-based (collectively, “DSUs”) awards during fiscal 2018: Weighted-Average Units Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at February 3, 2018 1,014,689 993,631 $ 18.13 $ 19.55 Granted 686,433 254,895 26.25 28.33 Vested (1) (603,394) (180,997) 21.15 24.44 Forfeited (158,642) (730,623) 19.66 21.84 Non-Vested at February 2, 2019 939,086 336,906 $ 22.60 $ 18.59 (1) Includes 284, 220 shares relinquished for tax payments related to vested DSUs in fiscal 2018. The following table summarizes additional information about DSUs: Fiscal Year 2018 2017 2016 DSUs issued 941,328 1,015,236 1,315,140 Weighted average grant date fair value $ 26.81 $ 11.47 $ 18.61 The fair value of shares vested was $17.2 million, $11.6 million and $11.1 million in fiscal 2018, 2017 and 2016, respectively. As of February 2, 2019, the intrinsic value of non‑vested DSUs was $16.0 million. Grants of DSUs generally vest over a period of three years. DSUs earn dividends throughout the vesting period that are subject to the same vesting terms as the underlying awards. The 254,895 performance units granted in 2018 represent a contingent right to earn shares of common stock, subject to the achievement of a Company-specific performance target for fiscal 2020. Assuming the performance target is achieved, 100% 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. Performance units earn dividends throughout the vesting period that are subject to the same vesting terms as the underlying awards. As of February 2, 2019, we have unrecognized compensation expense related to non‑vested DSUs of approximately $15.8 million which is expected to be recognized over a weighted‑average period of 1.4 years. As of February 2, 2019 and February 3, 2018, there were no outstanding shares of restricted stock. The fair value of restricted stock that vested in fiscal 2017 and fiscal 2016 was $0.6 million and $0.7 million, respectively. During fiscal 2016, 18,646 shares of restricted stock were granted with a weighted average grant date fair value of $17.37. Stock Options The following table summarizes the activity of stock options during fiscal 2018: Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (in thousands) Outstanding at February 3, 2018 1,527,176 $ 21.97 Granted 232,430 28.09 Exercised (256,111) 19.22 Forfeited (210,327) 16.42 Expired (41,096) 51.18 Outstanding at February 2, 2019 1,252,072 $ 23.64 7.2 Years $ 391 Vested and expected to vest at February 2, 2019 1,241,193 $ 23.65 7.2 Years $ 387 Exercisable at February 2, 2019 676,059 $ 28.33 6.2 Years $ 129 The weighted‑average grant date fair value of stock options granted during fiscal 2018, 2017 and 2016 was $10.29, $3.86 and $5.18, respectively. The fair value of stock options is estimated on the date of grant using the Black‑Scholes option pricing model using the following weighted‑average assumptions: Fiscal Year 2018 2017 2016 Risk-free interest rate Expected lives 5.0 years 5.0 years 5.0 years Dividend yield Expected volatility The risk‑free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected lives represents the period of time the stock options are expected to be outstanding after their grant date. The dividend yield is based on the average of the annual dividend divided by the market price of our common stock at the time of declaration. The expected volatility is based on historical volatility of our common stock. The total intrinsic value of stock options exercised during fiscal 2018, 2017 and 2016 was $1.7 million, less than $0.1 million and $0.1 million, respectively. As of February 2, 2019, we have unrecognized compensation expense related to non‑vested stock options of approximately $2.2 million which is expected to be recognized over a weighted‑average period of 1.4 years. Cash Settled Awards During 2017, we granted stock-based awards to certain employees, which vest over a period of three years, and will be settled in cash ("cash settled awards"). The fair value of the cash settled awards at each reporting period is based on the price of our common stock and includes a market condition. The fair value of the cash settled awards will be remeasured at each reporting period until the awards are settled. At February 2, 2019, the liability associated with the cash settled awards was $3.8 million with $2.4 million recorded in accrued expenses and other current liabilities and $1.4 million recorded in other liabilities in the consolidated balance sheets. At February 3, 2018, the liability associated with the cash settled awards was $4.6 million with $2.8 million recorded in accrued expenses and other current liabilities and $1.8 million recorded in other liabilities in the consolidated balance sheets. The following table summarizes the activity of cash settled awards during fiscal 2018 (in thousands): Cash Settled Awards Non-Vested at February 3, 2018 $ 8,353 Granted — Vested (2,702) Forfeited (579) Non-Vested at February 2, 2019 $ 5,072 As of February 2, 2019, we have unrecognized compensation expense related to non‑vested cash settled awards of approximately $1.5 million which is expected to be recognized over a weighted‑average period of 1.0 years. |
RETIREMENT AND STOCK PURCHASE P
RETIREMENT AND STOCK PURCHASE PLANS | 12 Months Ended |
Feb. 02, 2019 | |
RETIREMENT AND STOCK PURCHASE PLANS | |
RETIREMENT AND STOCK PURCHASE PLANS | 15. RETIREMENT AND STOCK PURCHASE PLANS We have 401(k) savings plans which allow eligible employees to save for retirement on a tax deferred basis. Employer matching contributions under the 401(k) savings plans are made based on a formula set by the Board from time to time. During fiscal 2018, 2017 and 2016, our matching contributions for the plans charged to operations were $2.7 million, $2.7 million and $1.4 million, respectively. We also maintain a noncontributory defined benefit pension plan and a post-retirement benefit plan which cover certain union and nonunion employees at Jos. A. Bank. The plans provide for eligible employees to receive benefits based principally on years of service. Amounts related to the defined benefit pension and post-retirement benefit plans were immaterial to our consolidated financial statements. In addition, we have an Employee Stock Purchase Plan (“ESPP”) which allows employees to authorize after‑tax payroll deductions to be used for the purchase of shares of our common stock at 85% of the lesser of the fair market value of our common stock on the first day of the offering period or the fair market value of our common stock on the last day of the offering period. In 2018, our shareholders approved amendments to the ESPP including increasing the number of shares available for purchase by 1,000,000 shares, resulting in a total of 3,137,500 shares available for purchase under the ESPP. We make no contributions to this plan but pay all brokerage, service and other costs incurred. A participant may not purchase more than 125 shares during any calendar quarter. During fiscal 2018, 2017 and 2016, employees purchased 103,081 shares, 167,673 shares and 167,237 shares, respectively, under the ESPP, the weighted‑average fair value of which was $16.76, $10.74 and $11.66 per share, respectively. We recognized approximately $0.6 million, $0.6 million and $0.5 million of share‑based compensation expense related to the ESPP for fiscal 2018, 2017 and 2016, respectively. As of February 2, 2019, 1,127,875 shares were reserved for future issuance under the ESPP. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Feb. 02, 2019 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 16. 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. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total February 2, 2019— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ February 3, 2018— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ At February 2, 2019, derivative financial instruments are comprised of (1) interest rate swap agreements to minimize our exposure to interest rate changes on our outstanding indebtedness, (2) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted revenues from our UK operations denominated in a currency different from the UK’s functional currency and (3) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted purchases of certain inventories denominated in a currency different from the operating entity’s functional currency. These derivative financial instruments are recorded in the consolidated balance sheets at fair value based upon observable market inputs, primarily pricing models based on current market rates. Derivative financial instruments in an asset position are included within other current assets or other assets in the consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities or noncurrent liabilities in the consolidated balance sheets. See Note 17 for further information regarding our derivative instruments. Assets and Liabilities that are Measured at Fair Value on a Non‑Recurring Basis Long‑lived assets, such as property and equipment, goodwill and identifiable intangibles, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. As discussed in Note 1, during fiscal 2018, 2017 and 2016, we incurred $1.0 million, $3.5 million and $16.5 million, respectively, of asset impairment charges related to our retail segment. The estimated fair value of the impaired long-lived assets was $0.6 million, $0.7 million and $0.9 million as of February 2, 2019, February 3, 2018 and January 28, 2017, respectively. In addition, during fiscal 2018, we recognized a writeoff of $4.0 million of rental product related to the closure of a rental product distribution center. We estimated the fair value of these long-lived assets based on an income approach using projected future cash flows discounted using a weighted-average cost of capital analysis that reflects current market conditions. The fair values of long‑lived assets are based on our own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available. We classify these measurements as Level 3 within the fair value hierarchy. During fiscal 2018, as a result of an interim goodwill impairment test for our corporate apparel reporting unit, we recorded a non-cash goodwill impairment charge of $24.0 million. We estimated the fair value of our corporate apparel reporting unit using a combined income and market comparable approach, which we classified as Level 3 within the fair value hierarchy. See Note 8 for further information. During fiscal 2017, we recorded a goodwill impairment charge related to MW Cleaners totaling $1.5 million. We estimated the fair value of the MW Cleaners business based on an estimate provided to us by a market participant, which we classified as Level 2 within the fair value hierarchy. During fiscal 2016, we recorded a $2.9 million impairment charge related to a long-lived asset reclassified as held for sale, which is included within asset impairment charges in our consolidated statement of earnings. We estimated the fair value of the asset held for sale using market values for similar assets which would fall within Level 2 of the fair value hierarchy. During fiscal 2017, we completed the sale of the asset held for sale for $2.1 million in cash consideration. 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 February 2, 2019 and February 3, 2018, 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. We believe that the borrowings under our ABL Facility approximate their fair value because interest rates are adjusted on a short-term basis. 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. The fair value of our Senior Notes is based on quoted prices in active markets, which we classify as Level 1 input within the fair value hierarchy. The table below shows the fair value and carrying value of our Term Loan and Senior Notes (in thousands): February 2, 2019 February 3, 2018 Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Term Loan and Senior Notes, including current portion $ 1,116,361 $ 1,120,296 $ 1,396,808 $ 1,407,449 (1) The carrying value of the Term Loan and Senior Notes, including current portion is net of deferred financing costs of $3.2 million, $14.9 million as of February 2, 2019 and February 3, 2018, respectively. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Feb. 02, 2019 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS | 17. DERIVATIVE FINANCIAL INSTRUMENTS In April 2017, we entered into an interest rate swap agreement on an initial notional amount of $260.0 million that matures in June 2021 with periodic interest settlements. At February 2, 2019, the notional amount totaled $330.0 million. Under this interest rate swap agreement, we receive a floating rate based on the 1‑month LIBOR rate and pay a fixed rate of 5.31% (including the applicable margin of 3.25%) 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. In June 2018, we entered into an interest rate swap agreement on an initial notional amount of $320.0 million that matures in April 2025 with periodic interest settlements. At February 2, 2019, the notional amount totaled $385.0 million. Under this interest rate swap agreement, we receive a floating rate based on 1-month LIBOR and pay a fixed rate of 6.18% (including the applicable margin of 3.25%) 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 February 2, 2019, the fair value of the interest rate swaps was a net liability of $6.3 million with $7.6 million recorded in other liabilities and $1.7 million recorded in accrued expenses and other current liabilities, offset by $1.6 million recorded in other current assets and $1.4 million in other assets in our consolidated balance sheet. At February 3, 2018, the fair value of the interest rate swaps was a net asset of $3.7 million with $3.8 million recorded in other assets and $0.1 recorded in current assets, offset by $0.2 million recorded in accrued expenses and other current liabilities in our consolidated balance sheet. The effective portion of the swaps is reported as a component of accumulated other comprehensive (loss) income. There was no hedge ineffectiveness at February 2, 2019 and February 3, 2018. 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, as interest payments are made, less than $0.1 million of the effective portion of the interest rate swaps is expected to be reclassified from accumulated other comprehensive (loss) income into earnings within interest expense. If, at any time, either 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. Also, we have entered into derivative instruments to hedge our foreign exchange risk, specifically related to the British pound and Euro, primarily related to merchandise purchase commitments that are denominated in a currency different from the functional currency of the operating entity. At February 2, 2019, the notional amount of the British pound and Euro instruments totaled $25.0 million and $8.0 million, respectively, and mature at various times through December 2019. We have designated these instruments as cash flow hedges of the variability in exchange rates for those foreign currencies. At February 2, 2019, the fair value of these cash flow hedges was an asset of $0.1 million recorded within other current assets in our consolidated balance sheet. At February 3, 2018, the fair value of these cash flow hedges was a net liability of $1.7 million with $1.9 million in accrued expenses and other current liabilities offset by $0.2 million recorded in other current assets in our consolidated balance sheet. The effective portion of the hedges is reported as a component of accumulated other comprehensive (loss) income. Hedge ineffectiveness at February 2, 2019 and February 3, 2018 was immaterial. 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, based on our estimate of when the underlying inventory is sold, $1.0 million of the effective portion of the cash flow hedges is expected to be reclassified from accumulated other comprehensive (loss) income into earnings within cost of sales. In addition, we are exposed to market risk associated with foreign currency exchange rate fluctuations as a result of our direct sourcing programs, specifically related to the Canadian dollar. As a result, from time to time, we may enter into derivative instruments to hedge this foreign exchange risk. Our risk management policy is to hedge a portion of forecasted merchandise purchases for our direct sourcing programs that bear foreign exchange risk using foreign exchange forward contracts. At February 2, 2019, the notional amount of these instruments totaled $7.8 million. We have not elected to apply hedge accounting to these derivative instruments. Amounts related to these derivative instruments were immaterial to our consolidated financial statements. We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of February 2, 2019 or February 3, 2018, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Feb. 02, 2019 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 18. SEGMENT REPORTING Our operations are conducted in two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. The retail segment includes the results from our four retail merchandising brands: Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A. Bank, Moores and K&G. These four brands are operating segments that have been aggregated into the retail reportable segment. Prior to its divestiture, MW Cleaners was also aggregated in the retail segment as its operations did not have 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, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men. Women’s career and casual apparel, sportswear and accessories, including shoes, and children’s apparel is offered at most of our K&G stores. Rental product is offered at our Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A Bank and Moores retail stores. The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Dimensions, Alexandra and Yaffy in the UK and Twin Hill in the U.S., which provide corporate apparel uniforms and workwear to workforces. We measure segment profitability based on operating income, defined as income before interest expense, interest income, (loss) gain on extinguishment of debt, net, 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. Additional net sales information is as follows (in thousands): Fiscal Year 2018 2017 2016 Net sales: Men's Wearhouse (1) $ 1,741,983 $ 1,742,668 $ 1,770,968 Jos. A. Bank 722,887 735,149 749,869 K&G 319,476 323,994 329,954 Moores 217,614 216,366 214,470 MW Cleaners (2) 2,551 34,844 33,140 Total retail segment 3,004,511 3,053,021 3,098,401 Total corporate apparel segment 235,391 251,325 280,302 Total net sales $ 3,239,902 $ 3,304,346 $ 3,378,703 (1) Consists of Men’s Wearhouse, Men’s Wearhouse and Tux, tuxedo shops within Macy's (all 170 of which were closed during the second quarter of 2017) and Joseph Abboud. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. See Note 3 for additional information. Operating (loss) income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes is as follows (in thousands): Fiscal Year 2018 2017 2016 Operating income (loss): Retail $ 418,062 $ 411,258 $ 308,283 Corporate apparel (16,025) 11,326 25,315 Shared service expense (190,098) (193,168) (200,772) Operating income 211,939 229,416 132,826 Interest income 563 564 167 Interest expense (79,573) (100,471) (103,149) (Loss) gain on extinguishment of debt, net (30,253) 5,445 1,737 Earnings before income taxes $ 102,676 $ 134,954 $ 31,581 Capital expenditures by reportable segment and shared services are as follows (in thousands): Fiscal Year 2018 2017 2016 Capital expenditures: Retail $ 56,545 $ 56,133 $ 39,059 Corporate apparel 3,744 3,663 3,440 Shared services 21,997 35,162 57,195 Total capital expenditures $ 82,286 $ 94,958 $ 99,694 Depreciation and amortization expense by reportable segment and shared services is as follows (in thousands): Fiscal Year 2018 2017 2016 Depreciation and amortization expense: Retail $ 79,113 $ 79,579 $ 75,284 Corporate apparel 6,501 6,197 5,940 Shared services 18,602 20,717 33,981 Total depreciation and amortization expense $ 104,216 $ 106,493 $ 115,205 Total assets by reportable segment and shared services are as follows (in thousands): February 2, February 3, 2019 2018 Segment assets: Retail $ 1,375,902 $ 1,434,992 Corporate apparel 175,488 222,872 Shared services (1) 269,100 342,091 Total assets $ 1,820,490 $ 1,999,955 (1) Shared service assets consist primarily of cash and cash equivalents, assets related to our distribution network and tax-related assets. The tables below present information related to geographic areas in which we operate, with net sales classified based primarily on the geographic area where our customer is located (in thousands): Fiscal Year 2018 2017 2016 Net sales: U.S. $ 2,838,577 $ 2,893,689 $ 2,973,177 International (1) 401,325 410,657 405,526 Total net sales $ 3,239,902 $ 3,304,346 $ 3,378,703 (1) Primarily in Canada and the UK. February 2, 2019 February 3, 2018 Long-lived assets, net (including rental product): U.S. $ 489,483 $ 531,915 International (1) 49,459 52,489 Total long-lived assets $ $ (1) Primarily in Canada and the UK. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Feb. 02, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 19. COMMITMENTS AND CONTINGENCIES Lease commitments We lease retail business locations, office and warehouse facilities, and equipment under various non-cancelable operating leases expiring in various years through 2029. Rent expense for operating leases for fiscal 2018, 2017 and 2016 was $251.0 million, $254.5 million and $261.5 million, respectively, and includes contingent rentals of $1.8 million, $2.1 million and $2.0 million, respectively. Sublease rentals of $0.9 million, $1.2 million, and $1.3 million were received in fiscal 2018, 2017 and 2016, respectively. Minimum future rental payments under non‑cancelable operating leases as of February 2, 2019 for each of the next five years and in the aggregate are as follows (in thousands): Operating Fiscal Year Leases 2019 $ 239,711 2020 209,596 2021 175,962 2022 134,208 2023 88,187 Thereafter 141,084 Total $ 988,748 The total minimum lease commitments above do not include minimum sublease rent income of $0.8 million receivable in the future under non‑cancelable sublease agreements. Leases on retail locations specify minimum rentals plus common area maintenance charges and possible additional rentals based upon percentages of sales. Most of the retail location leases provide for renewal options at rates specified in the leases. In the normal course of business, these leases are generally renewed or replaced by other leases. Legal matters On February 17, 2016, Anthony Oliver filed a putative class action lawsuit against our Men's Wearhouse subsidiary in the United States District Court for the Central District of California (Case No. 2:16-cv-01100). The complaint attempts to allege claims under the Telephone Consumer Protection Act. In particular the complaint alleges that the Company sent unsolicited text messages to cellular telephones beginning October 1, 2013 to the present day. After we demonstrated that the Company had the plaintiff's permission to send him texts, the plaintiff filed an amended complaint alleging the Company sent text messages exceeding the number plaintiff had agreed to receive each week. The parties filed cross-motions for summary judgment on what constitutes a “week” and the Court recently issued an order granting the plaintiff’s motion and denying our motion on what period constitutes a “week.” On or about August 17, 2018, we entered into a settlement agreement for an immaterial amount consisting of a combination of cash and coupons. The settlement agreement, which is subject to preliminary and final approval of the Court, will not have a material adverse effect on our financial position, results of operations or cash flows. On August 2, 2017, two American Airlines employees, Thor Zurbriggen and Dena Catan, filed a putative class action lawsuit against our Twin Hill subsidiary in the United States District Court for the Northern District of Illinois (Case No. 1:17-cv-05648). The complaint alleged claims for strict liability, negligence, and medical monitoring based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On September 28, 2017, the plaintiffs filed an amended complaint adding nine additional named plaintiffs, adding American Airlines, Inc. as a defendant, and adding claims for civil battery and intentional infliction of emotional distress. Plaintiffs filed a Seconded Amended Complaint on October 4, 2018 on behalf of 39 named plaintiffs, adding PSA Airlines, Inc. and Envoy Air Inc. as defendants, adding new factual allegations and adding a new claim of fraud against American. The Second Amended Complaint included plaintiffs from the Onody (Case No. 1:18-cv-02303) and Joy (Case No. 1:18-cv-05808) matters we reported in prior filings. As a result, on October 16, 2018, the judge dismissed the separate Onody and Joy matters. We have timely answered the Second Amended Complaint and the matter will proceed in due course. Thirteen additional plaintiffs have been added bringing the total number of named plaintiffs to 52. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. 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 September 27, 2017, Heather Poole and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary in the Superior Court for the State of California for the County of Alameda (Case No. RG17876798). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On December 11, 2017, the Company filed a demurrer to Plaintiff’s complaint. On February 20, 2018, the Court granted our demurrer and dismissed the plaintiffs’ Complaint. Plaintiffs filed an amended complaint on April 10, 2018 and again on April 27, 2018, which added allegations regarding Plaintiffs’ alleged injuries and named Tailored Brands as a defendant. This case was consolidated for pretrial purposes only with the Agnello , Hughes , Mackonochie and Wagoner cases, with Poole as the lead case. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. 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 October 30, 2017, Melodie Agnello, Denise Mumma, and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary in the Superior Court for the State of California for the County of Alameda (Case No. RG17880635). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On December 11, 2017, the Company filed a demurrer to plaintiff’s complaint. On February 20, 2018, the Court granted our demurrer and dismissed the plaintiffs’ Complaint. Plaintiffs filed an amended complaint on April 27, 2018, which added allegations regarding Plaintiffs’ alleged injuries and named Tailored Brands as a defendant. This case had been consolidated for pretrial purposes only with Poole . We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. 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 April 27, 2018, Alexandra Hughes, and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary and Tailored Brands in the Superior Court for the State of California for the County of Alameda (Case No. RG18902727). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. This case had been consolidated for pretrial purposes only with Poole . We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. 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 April 27, 2018, Rosemary Mackonochie, and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary and Tailored Brands in the Superior Court for the State of California for the County of Alameda (Case No. RG18902720). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. This case had been consolidated for pretrial purposes only with Poole . We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. 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 August 31, 2018, Michele Wagoner and several other American Airlines employees filed a lawsuit against our Twin Hill subsidiary and Tailored Brands in the Superior Court for the State of California for the County of Alameda (Case No. RG18919080). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. This case had been consolidated for pretrial purposes only with Poole . We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose, and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. 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 | 12 Months Ended |
Feb. 02, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Condensed Consolidating Information | 20. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As discussed in Note 6, The Men’s Wearhouse (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 foreign 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 Parent, the Issuer, Guarantors and Non-Guarantors operated as independent entities. T ailored Brands, Inc. Condensed Consolidating Balance Sheet February 2, 2019 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 970 $ 1,496 $ 52,965 $ — $ 55,431 Accounts receivable, net — 23,954 264,884 82,204 (297,969) 73,073 Inventories — 149,923 461,153 219,350 — 830,426 Other current assets — 30,699 37,969 7,314 (5,270) 70,712 Total current assets — 205,546 765,502 361,833 (303,239) 1,029,642 Property and equipment, net — 194,290 209,814 35,068 — 439,172 Rental product, net — 81,809 3,426 14,535 — 99,770 Goodwill — 6,160 52,128 21,203 — 79,491 Intangible assets, net — — 153,712 10,189 — 163,901 Investments in subsidiaries 160,057 1,234,005 — — (1,394,062) — Other assets — 7,590 665 5,059 (4,800) 8,514 Total assets $ 160,057 $ 1,729,400 $ 1,185,247 $ 447,887 $ (1,702,101) $ 1,820,490 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 142,701 $ 201,799 $ 69,485 $ 112,963 $ (297,969) $ 228,979 Accrued expenses and other current liabilities 6,697 146,683 109,654 40,233 (5,270) 297,997 Current portion of long-term debt — 11,619 — — — 11,619 Total current liabilities 149,398 360,101 179,139 153,196 (303,239) 538,595 Long-term debt, net — 1,153,242 — — — 1,153,242 Deferred taxes, net and other liabilities 7,028 56,000 45,069 21,725 (4,800) 125,022 Shareholders' equity 3,631 160,057 961,039 272,966 (1,394,062) 3,631 Total liabilities and shareholders' equity $ 160,057 $ 1,729,400 $ 1,185,247 $ 447,887 $ (1,702,101) $ 1,820,490 Tailored Brands, Inc. Condensed Consolidating Balance Sheet February 3, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Accounts receivable, net — 23,712 368,328 58,573 (370,830) 79,783 Inventories — 207,504 445,126 199,301 — 851,931 Other current assets 3,666 26,951 38,217 9,418 — 78,252 Total current assets 3,666 309,985 853,851 316,901 (370,830) 1,113,573 Property and equipment, net — 203,204 220,979 36,491 — 460,674 Rental product, net — 103,664 3,658 16,408 — 123,730 Goodwill — 6,160 67,010 47,122 — 120,292 Intangible assets, net — — 155,438 13,549 — 168,987 Investments in subsidiaries 128,458 1,424,647 — — (1,553,105) — Other assets — 11,183 805 81,846 (81,135) 12,699 Total assets $ 132,124 $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 110,326 $ 281,838 $ 57,756 $ 66,016 $ (370,830) $ 145,106 Accrued expenses and other current liabilities 14,061 87,597 155,813 34,187 — 291,658 Current portion of long-term debt — 7,000 — — — 7,000 Total current liabilities 124,387 376,435 213,569 100,203 (370,830) 443,764 Long-term debt, net — 1,389,808 — — — 1,389,808 Deferred taxes, net and other liabilities 5,545 164,142 46,641 28,998 (81,135) 164,191 Shareholders' equity 2,192 128,458 1,041,531 383,116 (1,553,105) 2,192 Total liabilities and shareholders' equity $ 132,124 $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended February 2, 2019 Net sales $ — $ 1,735,743 $ 1,571,227 $ 633,959 $ (701,027) $ 3,239,902 Cost of sales — 886,137 1,208,420 468,905 (701,027) 1,862,435 Gross margin — 849,606 362,807 165,054 — 1,377,467 Operating expenses 4,489 538,469 544,312 134,521 (56,263) 1,165,528 Operating (loss) income (4,489) 311,137 (181,505) 30,533 56,263 211,939 Other income and expenses, net — — 55,582 681 (56,263) — Interest (expense) income, net (3,950) (85,011) 7,949 2,002 — (79,010) Loss on extinguishment of debt, net — (30,253) — — — (30,253) (Loss) earnings before income taxes (8,439) 195,873 (117,974) 33,216 — 102,676 (Benefit) provision for income taxes (1,056) 35,334 (25,685) 10,843 — 19,436 (Loss) earnings before equity in net income of subsidiaries (7,383) 160,539 (92,289) 22,373 — 83,240 Equity in earnings (loss) of subsidiaries 90,623 (69,916) — — (20,707) — Net earnings (loss) $ 83,240 $ 90,623 $ (92,289) $ 22,373 $ (20,707) $ 83,240 Comprehensive income (loss) $ 60,043 $ 83,146 $ (92,323) $ 6,687 $ 2,490 $ 60,043 Year Ended February 3, 2018 Net sales $ — $ 1,737,651 $ 1,653,188 $ 737,848 $ (824,341) $ 3,304,346 Cost of sales — 897,429 1,255,046 567,446 (824,341) 1,895,580 Gross margin — 840,222 398,142 170,402 — 1,408,766 Operating expenses 3,453 648,569 557,404 116,587 (146,663) 1,179,350 Operating (loss) income (3,453) 191,653 (159,262) 53,815 146,663 229,416 Other income and expenses, net — — 145,002 1,661 (146,663) — Interest (expense) income, net (442) (105,009) 6,606 (1,062) — (99,907) Gain on extinguishment of debt, net — 5,445 — — — 5,445 (Loss) earnings before income taxes (3,895) 92,089 (7,654) 54,414 — 134,954 (Benefit) provision for income taxes (3,444) 54,744 (41,719) 28,670 — 38,251 (Loss) earnings before equity in net income of subsidiaries (451) 37,345 34,065 25,744 — 96,703 Equity in earnings (loss) of subsidiaries 97,154 59,809 — — (156,963) — Net earnings (loss) $ 96,703 $ 97,154 $ 34,065 $ 25,744 $ (156,963) $ 96,703 Comprehensive income (loss) $ 126,004 $ 100,186 $ 34,050 $ 52,028 $ (186,264) $ 126,004 Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended January 28, 2017 Net sales $ — $ 1,765,793 $ 1,730,505 $ 405,526 $ (523,121) $ 3,378,703 Cost of sales — 897,564 1,308,576 254,216 (523,121) 1,937,235 Gross margin — 868,229 421,929 151,310 — 1,441,468 Operating expenses 3,374 636,507 649,177 115,017 (95,433) 1,308,642 Operating (loss) income (3,374) 231,722 (227,248) 36,293 95,433 132,826 Other income and expenses, net — — 89,433 6,000 (95,433) — Interest (expense) income, net (23) (104,636) 2,404 (727) — (102,982) Gain on extinguishment of debt, net — 1,737 — — — 1,737 (Loss) earnings before income taxes (3,397) 128,823 (135,411) 41,566 — 31,581 (Benefit) provision for income taxes (1,249) 25,063 (27,492) 10,303 — 6,625 (Loss) earnings before equity in net income of subsidiaries (2,148) 103,760 (107,919) 31,263 — 24,956 Equity in earnings (loss) of subsidiaries 27,104 (76,656) — — 49,552 — Net earnings (loss) $ 24,956 $ 27,104 $ (107,919) $ 31,263 $ 49,552 $ 24,956 Comprehensive income (loss) $ 13,359 $ 28,427 $ (107,895) $ 18,319 $ 61,149 $ 13,359 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended February 2, 2019 (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 $ 38,198 $ 674,432 $ 29,247 $ (382,259) $ (36,946) $ 322,672 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (26,731) (47,686) (7,869) — (82,286) Proceeds from divestiture of business — — 17,755 — — 17,755 Intercompany activities — (321,970) — 75,135 246,835 — Net cash (used in) provided by investing activities — (348,701) (29,931) 67,266 246,835 (64,531) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (993,420) — — — (993,420) Proceeds from new term loan — 895,500 — — — 895,500 Payments on new term loan — (9,000) — — — (9,000) Proceeds from asset-based revolving credit facility — 655,500 — — — 655,500 Payments on asset-based revolving credit facility — (607,000) — — — (607,000) Repurchase and retirement of senior notes — (199,365) — — — (199,365) Deferred financing costs — (6,713) — — — (6,713) Intercompany activities — (112,081) — 321,970 (209,889) — Cash dividends paid (36,946) — — — — (36,946) Proceeds from issuance of common stock 6,649 — — — — 6,649 Tax payments related to vested deferred stock units (7,901) — — — — (7,901) Net cash (used in) provided by financing activities (38,198) (376,579) — 321,970 (209,889) (302,696) Effect of exchange rate changes — — — (3,621) — (3,621) (Decrease) increase in cash and cash equivalents — (50,848) (684) 3,356 — (48,176) Cash and cash equivalents at beginning of period — 51,818 2,180 49,609 — 103,607 Cash and cash equivalents at end of period $ — $ 970 $ 1,496 $ 52,965 $ — $ 55,431 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended February 3, 2018 (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 $ 35,545 $ 520,678 $ 61,823 $ (231,517) $ (35,761) $ 350,768 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (25,729) (63,681) (5,548) — (94,958) Acquisition of business, net of cash — — — (457) — (457) Intercompany activities — (285,500) — (75,135) 360,635 — Proceeds from sale of property and equipment — 3,323 2,157 — — 5,480 Net cash used in investing activities — (307,906) (61,524) (81,140) 360,635 (89,935) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (53,379) — — — (53,379) Proceeds from asset-based revolving credit facility — 276,300 — — — 276,300 Payments on asset-based revolving credit facility — (276,300) — — — (276,300) Repurchase and retirement of senior notes — (145,371) — — — (145,371) Deferred financing costs — (2,580) — — — (2,580) Intercompany activities — 39,374 — 285,500 (324,874) — Cash dividends paid (35,761) — — — — (35,761) Proceeds from issuance of common stock 1,903 — — — — 1,903 Tax payments related to vested deferred stock units (1,687) — — — — (1,687) Net cash (used in) provided by financing activities (35,545) (161,956) — 285,500 (324,874) (236,875) Effect of exchange rate changes — — — 8,760 — 8,760 Increase (decrease) in cash and cash equivalents — 50,816 299 (18,397) — 32,718 Cash and cash equivalents at beginning of period — 1,002 1,881 68,006 — 70,889 Cash and cash equivalents at end of period $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 28, 2017 (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 $ 34,402 $ 257,133 $ 47,038 $ (60,705) $ (35,240) $ 242,628 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (46,960) (47,998) (4,736) — (99,694) Intercompany activities — (110,280) — — 110,280 — Proceeds from sale of property and equipment — — 598 19 — 617 Net cash used in investing activities — (157,240) (47,400) (4,717) 110,280 (99,077) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (42,451) — — — (42,451) Proceeds from asset-based revolving credit facility — 606,500 — 3,037 — 609,537 Payments on asset-based revolving credit facility — (606,500) — (3,037) — (609,537) Repurchase and retirement of senior notes — (21,924) — — — (21,924) Intercompany activities — (35,240) — 110,280 (75,040) — Cash dividends paid (35,240) — — — — (35,240) Proceeds from issuance of common stock 2,189 — — — — 2,189 Tax payments related to vested deferred stock units (1,362) — — — — (1,362) Excess tax benefits from share-based plans 11 — — — — 11 Net cash (used in) provided by financing activities (34,402) (99,615) — 110,280 (75,040) (98,777) Effect of exchange rate changes — — — (3,865) — (3,865) Increase (decrease) in cash and cash equivalents — 278 (362) 40,993 — 40,909 Cash and cash equivalents at beginning of period — 724 2,243 27,013 — 29,980 Cash and cash equivalents at end of period $ — $ 1,002 $ 1,881 $ 68,006 $ — $ 70,889 |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | 12 Months Ended |
Feb. 02, 2019 | |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | 21. QUARTERLY RESULTS OF OPERATIONS (Unaudited) Our quarterly results of operations reflect all adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The consolidated results of operations by quarter for fiscal 2018 and 2017 are presented below (in thousands, except per share amounts): Fiscal 2018 Quarters Ended May 5, August 4, November 3, February 2, 2018 (2) 2018 (3) 2018 (4) 2019 (5) Net sales $ 817,964 $ 823,430 $ 812,747 $ 785,761 Gross margin 345,224 368,902 362,735 300,606 Net earnings $ $ 49,238 $ 13,875 $ 6,218 Net earnings per common share: Basic (1) $ $ $ $ Diluted (1) $ $ $ $ Fiscal 2017 Quarters Ended April 29, July 29, October 28, February 3, 2017 (6) 2017 2017 2018 (7) Net sales $ 782,906 $ 850,758 $ 810,818 $ 859,864 Gross margin 332,440 396,696 358,757 320,873 Net earnings (loss) $ 1,839 $ 58,471 $ 36,892 $ (499) Net earnings (loss) per common share: Basic (1) $ 0.04 $ 1.19 $ 0.75 $ Diluted (1) $ 0.04 $ 1.19 $ 0.75 $ (1) Due to the method of calculating weighted-average shares outstanding, the sum of the quarterly per share amounts may not equal net earnings (loss) per common share for the respective years. (2) Includes pre-tax expenses of $15.5 million with $11.9 million relating to the refinancing of the Term Loan and $3. 6 million relating to the loss upon divestiture of the MW Cleaners business. Of the $15.5 million, $3.6 million is included in SG&A and $11.9 million is included in loss on extinguishment of debt. (3) Includes pre-tax expenses of $12.7 million with $8.1 million relating to the partial redemption of senior notes, $4.4 million relating to the closure of a rental product distribution center and $0.2 million relating to the divestiture of the MW Cleaners business. Of the $12.7 million, $4.0 million is included in cost of sales, $0.6 million is included in SG&A and $8.1 million is included in loss on extinguishment of debt. (4) Includes pre-tax expenses of $40.4 million with $24.0 million relating to a goodwill impairment charge for the corporate apparel reporting unit, $9.4 million relating to the repricing of the Term Loan, $6.4 million relating to CEO retirement costs and $0.6 million relating to the closure of a rental product distribution center. Of the $40.4 million, less than $0.1 million is included in cost of sales, $7.0 million is included in SG&A, $24.0 million is included in goodwill impairment charges and $9.4 million is included in loss on extinguishment of debt. (5) Includes a $17.6 million increase in net sales reflecting the impact of changes related to our loyalty programs. In addition, within provision for income taxes, includes a discrete net tax benefit of $6.1 million related to the completion of our accounting for the effects of the Tax Reform Act. (6) Includes pre-tax expenses of $17. 2 million relating to the termination of the tuxedo rental license agreement with Macy’s. Of the $17.2 million, $1.4 million is included in cost of sales and $15.8 million is included in SG&A. (7) Includes an extra week as a result of the 53-week fiscal year. In addition, within provision for income taxes, includes $18.3 million related to a favorable tax resolution offset by a change in our position on permanently reinvested foreign earnings totaling $17.3 million. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 02, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization and Business | Organization and Business— Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation (“Tailored Brands”), became the successor reporting company to The Men’s Wearhouse, Inc. (“The 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. Tailored Brands and its subsidiaries (the “Company”, “we”, “us”, and “our”) is a specialty apparel retailer offering suits, suit separates, sport coats, slacks, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo and suit rental product (collectively “rental product”). We serve our customers through an expansive omni-channel network including over 1,400 stores in the United States (“U.S.”) and Canada as well as our branded e-commerce websites at www.menswearhouse.com, www.josbank.com and www.josephabboud.com. Our retail stores operate under the Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank Clothiers (“Jos. A. Bank”), Moores Clothing for Men (“Moores”), Joseph Abboud, and K&G names and carry a wide selection of exclusive and non-exclusive merchandise brands. In addition, we offer our customers alteration services and most of our K&G stores also offer women’s career and casual apparel, sportswear and accessories, including shoes, and children’s apparel . Also, prior to its divestiture in 2018, we conducted retail dry cleaning, laundry and heirlooming operations through MW Cleaners in Texas. See Note 3 for information on our divestiture of MW Cleaners. Additionally, we operate an international corporate apparel business with operations in both the United Kingdom (“UK”) and the U.S. Our UK-based business is the largest provider of corporate apparel in the UK under the Dimensions, Alexandra and Yaffy brands. In the U.S., our corporate apparel business operates under the Twin Hill brand name. Our corporate apparel business provides corporate apparel uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the internet. We follow the standard fiscal year of the retail industry, which is a 52-week or 53-week period ending on the Saturday closest to January 31. The periods presented in these financial statements are the fiscal years ended February 2, 2019 (“fiscal 2018”), February 3, 2018 (“fiscal 2017”), and January 28, 2017 (“fiscal 2016”). Each of these periods had 52 weeks except for fiscal 2017, which consisted of 53 weeks. |
Principles of Consolidation | Principles of Consolidation — The consolidated financial statements include the accounts of Tailored Brands, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents includes all cash in banks, cash on hand and all highly liquid investments with an original maturity of three months or less. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists of our receivables from third‑party credit card providers and other trade receivables, which consist primarily of receivables from our corporate apparel segment customers. Collectability is reviewed regularly and recorded net of an allowance for uncollectible accounts, which is adjusted as necessary. As of February 2, 2019 and February 3, 2018, the allowance for uncollectible accounts was $1.7 million and $1.5 million, respectively. |
Inventories | Inventories —Inventories are valued at the lower of cost and net realizable value. Cost is determined based on the average cost method. Our inventory cost also includes estimated procurement and distribution costs (warehousing, freight, hangers and merchandising costs) associated with the inventory, with the balance of such costs included in cost of sales. Procurement and distribution costs are generally allocated to inventory based on the ratio of annual product purchases to inventory cost. We make assumptions, based primarily on historical experience, as to items in our inventory that may be damaged, obsolete or salable only at marked down prices to reflect the net realizable value of these items. |
Property and Equipment | Property and Equipment —Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the related allowances for depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings. Buildings are depreciated using the straight‑line method over their estimated useful lives of 10 to 25 years. Depreciation of leasehold improvements is computed on the straight‑line method over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured, or the useful life of the assets, whichever is shorter. Furniture, fixtures and equipment are depreciated using primarily the straight‑line method over their estimated useful lives of two to 15 years. Depreciation expense was $100.3 million, $102.5 million and $110.4 million for fiscal 2018, 2017 and 2016, respectively. |
Rental Product | Rental Product —Rental product is amortized to cost of sales based on the cost of each unit rented. The cost of each unit rented is estimated based on the number of times the unit is expected to be rented and the average cost of the rental product. Lost, damaged and retired rental product is also charged to cost of sales. Rental product is amortized to expense generally over a four year period. We make assumptions, based primarily on historical experience, as to the number of times each unit can be rented. Amortization expense was $35.1 million, $38.0 million and $42.2 million for fiscal 2018, 2017 and 2016, respectively. |
Impairment of Long-Lived Assets | Impairment of Long‑Lived Assets —Long‑lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset. Asset impairment charges totaled $1.0 million, $3.5 million and $19.4 million for fiscal 2018, 2017 and 2016, respectively. The $1.0 million of asset impairment charges recorded in fiscal 2018 relates to our retail segment and consists of long-lived assets at underperforming stores. Of the $3.5 million recorded in fiscal 2017, all of which relates to our retail segment, $1.2 million relates to fixed assets in our tuxedo shops within Macy’s (see Note 2 for additional information) and the remainder relates to underperforming stores. Of the $19.4 million recorded in fiscal 2016, $16.5 million relates to our retail segment, of which $14.0 million related to fixed assets in our tuxedo shops within Macy’s, $2.5 million related primarily to stores closed as part of our store rationalization program and $2.9 million relates to a long-lived asset reclassified as held for sale in our shared services segment. |
Goodwill and Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets —Goodwill and other indefinite-lived intangible assets are initially recorded at their fair values. Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated annually for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. For purposes of our goodwill impairment evaluation, the reporting units are our operating segments identified in Note 18 of the consolidated financial statements. Goodwill has been assigned to the reporting units based on prior business combinations related to the reporting units and our annual impairment assessment occurs on the last day of the second month of our fiscal fourth quarter. Our goodwill assessment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a quantitative impairment test, if necessary. In performing the qualitative assessment, we consider many factors in evaluating whether the carrying value of the asset may not be recoverable, including macroeconomic conditions, retail industry considerations, recent financial performance and declines in stock price and market capitalization. During the third quarter of 2018, we determined that a triggering event occurred and an interim goodwill impairment test for our corporate apparel reporting unit was required. We concluded that the reporting unit’s goodwill was fully impaired and recorded a non-cash goodwill impairment charge of $24.0 million during the third quarter of 2018. See Note 8 for additional information. Indefinite‑lived intangible assets are not subject to amortization but are reviewed at least annually for impairment. The indefinite‑lived intangible asset impairment evaluation is performed by comparing the fair value of the indefinite‑lived intangible assets to their carrying values. Similar to the goodwill approach described above, our annual impairment assessment for indefinite-lived intangible assets contemplates the use of either a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a quantitative impairment test, if necessary. We estimate the fair values of these intangible assets based on an income approach using the relief-from-royalty method. This approach is dependent upon a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. If the carrying value exceeds its estimated fair value, an impairment loss is recognized in the amount by which the carrying amount exceeds the estimated fair value of the asset. As a result of our annual impairment evaluations, we believe that, as of February 2, 2019, none of our goodwill and indefinite-lived intangible assets are impaired. |
Derivative Financial Instruments | Derivative Financial Instruments —Derivative financial instruments are recorded in the consolidated balance sheet at fair value as other current assets, other assets, accrued expenses and other current liabilities or other liabilities. For derivative instruments for which hedge accounting was not designated, the gain or loss is recorded in cost of sales in the consolidated statements of earnings. For derivative instruments that qualify for hedge accounting treatment, the effective portion of the derivative is recorded as a component of other comprehensive income (loss) and reclassified to earnings in the period when the hedged item affects earnings. Gains and losses on derivative instruments are reflected within cash flow from operating activities on the statement of cash flows. See Note 17 for further information regarding our derivative instruments. |
Self-Insurance | Self‑Insurance — We self‑insure significant portions of our workers’ compensation and employee medical costs. We estimate our liability for future payments under these programs based on historical experience and various assumptions as to participating employees, health care costs, number of claims and other factors, including industry trends and information provided to us by third parties. We also use actuarial estimates. If the number of claims or the costs associated with those claims were to increase significantly over our estimates, additional charges to earnings could be necessary to cover required payments. |
Sabbatical Leave | Sabbatical Leave —Beginning in fiscal 2016, employees no longer earn a sabbatical leave and, as a result, we are no longer accruing benefits for sabbatical leave. The accrued liability for sabbatical leave earned prior to fiscal 2016, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $2.4 million and $3.6 million as of fiscal 2018 and 2017, respectively. |
Income Taxes | Income Taxes —Income taxes are accounted for using the asset and liability method. Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting bases and subsequently adjusted to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. The deferred tax assets are reduced, if necessary, by a valuation allowance if the future realization of those tax benefits is not more likely than not. S ee Note 9 for further information regarding income taxes, including impacts related to the Tax Cuts and Jobs Act (the “Tax Reform Act”). The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and/or penalties related to uncertain tax positions are recognized in income tax expense. |
Revenue Recognition | Revenue Recognition — Effective February 4, 2018, we adopted Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"). Under ASC 606, revenue is recognized when performance obligations under the terms of the contracts with our customers are satisfied. See Note 7 for additional discussion related to revenue recognition. |
Operating Leases | Operating Leases —Operating leases relate primarily to stores and generally contain rent escalation clauses, rent holidays, contingent rent provisions and occasionally leasehold incentives. Rent expense for operating leases is recognized on a straight‑line basis over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured. Rent expense for stores is included in cost of sales as a part of occupancy cost and other rent is included in selling, general and administrative (“SG&A”) expenses. The lease terms commence when we take possession with the right to control use of the leased premises, which normally includes a construction period and, for stores, is approximately 60 days prior to the date rent payments begin. Deferred rent that results from recognition of rent expense on a straight‑line basis is included in other liabilities. Landlord incentives received for reimbursement of leasehold improvements is also included in other liabilities and amortized as a reduction to rent expense over the term of the lease. Contingent rentals are generally based on percentages of sales and are recognized as store rent expense as they accrue. |
Advertising | Advertising —Advertising costs are expensed as incurred or, in the case of media production costs, when the advertisement first appears. |
New Store Costs | New Store Costs —Promotion and other costs associated with the opening of new stores are expensed as incurred. |
Store Closures and Relocations | Store Closures and Relocations —Costs associated with store closures or relocations are charged to expense when the liability is incurred. When we close or relocate a store, we record a liability for the present value of estimated unrecoverable cost, which is substantially made up of the remaining net lease obligation. |
Share-Based Compensation | Share‑Based Compensation —In recognizing share‑based compensation, we follow the provisions of the authoritative guidance regarding share‑based awards. This guidance establishes fair value as the measurement objective in accounting for stock awards and requires the application of a fair value based measurement method in accounting for compensation cost, which is recognized over the requisite service period. During the first quarter of fiscal 2017, we adopted Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation . ASU 2016-09 simplified 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. The recognition of excess tax benefits and deficiencies related to the vesting of stock-based awards in the statement of earnings and presentation of excess tax benefits on the statement of cash flows were adopted prospectively, with no adjustments made to prior periods. In addition, upon adoption, we did not change our policy on accounting for forfeitures, which is to estimate the number of awards expected to be forfeited and adjusting the estimate as needed. Overall, the adoption of ASU 2016-09 did not have a material impact on our financial statements. We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of deferred stock units, performance units, and restricted stock is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. Awards settled in cash are classified as liabilities and the fair value of awards settled in cash will be remeasured at each reporting period until the awards are settled. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest and the level and likelihood of the performance condition to be met. For grants with a service condition only that are subject to graded vesting, we recognize expense on a straight-line basis over the requisite service period for the entire award. Share‑based compensation expense, including cash settled awards, recognized for fiscal 2018 and 2017 was $18.1 million and $25.2 million, respectively. Share-based compensation expense recognized for fiscal 2016 was $17.4 million. There were no cash settled awards granted during fiscal 2016. Total income tax benefit recognized in net earnings for share‑based compensation arrangements was $4.5 million, $9.5 million and $6.8 million for fiscal 2018, 2017 and 2016, respectively. See Note 14 for additional disclosures regarding share‑based compensation. |
Foreign Currency Translation | Foreign Currency Translation —Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at each balance sheet date. Equity is translated at applicable historical exchange rates. Income, expense and cash flow items are translated at average exchange rates during the year. Resulting translation adjustments are reported as a separate component of comprehensive (loss) income. |
Comprehensive (Loss) Income | Comprehensive (Loss) Income —Comprehensive (loss) income includes all changes in equity during the periods presented that result from transactions and other economic events other than transactions with shareholders. We present comprehensive (loss) income in a separate statement in the accompanying consolidated financial statements. |
Earnings per share | Earnings per share — In 2018 and 2017, we calculated earnings per common share allocated to common shareholders using the treasury stock method while in 2016 we applied the two-class method. The two-class method required an evaluation of whether instruments granted in share-based payment transactions were participating securities, including unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) and how participating securities should be included in the computation of earnings per common share allocated to common shareholders. See Note 5 for disclosures regarding earnings per share. |
Treasury stock | Treasury stock — Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to capital in excess of par value using the average-cost method. Upon retirement of treasury stock, the amounts in excess of par value are charged entirely to accumulated deficit. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements —We have considered all new accounting pronouncements and have concluded that the following new pronouncements may have a material impact on our results of operations, financial condition, or cash flows. In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for public companies for annual reporting periods beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption of ASU 2018-15 is permitted. We are currently evaluating the impact ASU 2018-15 may have on our financial position, results of operations or cash flows . In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. ASU 2017-12 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 2017-12 is permitted. We will adopt ASU 2017-12 in the first quarter of fiscal 2019 and do not expect it to 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 current 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 current 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, with optional practical expedients. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements , providing a practical expedient that removed the requirement to restate prior period financial statements upon adoption of the standard with a cumulative-effect adjustment to retained earnings in the period of adoption. We will adopt ASU 2016-02 in the first quarter of fiscal 2019 using this approach. In addition, upon adoption, we are electing the package of practical expedients under which we will not reassess our prior conclusions about lease identification, lease classification and initial direct costs . We are also making accounting policy elections to treat the lease and non-lease components of leases as a single lease component and to exempt leases with an initial term of twelve months or less from balance sheet recognition. We are not electing to adopt the hindsight practical expedient. Upon adoption of the guidance, we currently expect to record operating lease liabilities in the range of $935 million to $965 million based upon the present value of the remaining minimum rental payments using discount rates as of the effective date. We currently expect to record corresponding right-of-use assets in the range of $885 million to $915 million based upon the operating lease liabilities adjusted for favorable lease intangible assets and deferred rent and unfavorable lease liabilities . We currently do not expect ASU 2016-02 to have any other material impacts on our consolidated financial statements and also do not expect its adoption to impact our existing credit facilities. |
RESTRUCTURING AND OTHER CHARG_2
RESTRUCTURING AND OTHER CHARGES (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
RESTRUCTURING AND OTHER CHARGES | |
Summary of charges incurred | A summary of the charges incurred are presented in the table below (amounts in thousands): Fiscal Year 2016 Cumulative Lease termination costs $ 43,116 $ 43,116 Store asset impairment charges and accelerated depreciation, net of deferred rent 1,734 24,880 Consulting costs 15,074 15,992 Inventory reserve charges — 11,008 Severance and employee-related costs 6,103 6,103 Favorable lease impairment charges — 5,533 Other costs 2,060 2,918 Total pre-tax restructuring and other charges (1) $ 68,087 $ 109,550 (1) For fiscal 2016, consists of $71.9 million included in SG&A offset by a $3.8 million reduction in cost of sales. For fiscal 2016 and cumulatively since inception of the initiatives, of the total amounts recorded in the table above, $49.0 million and $88.9 million, respectively, relate to our retail segment and the remainder are recorded in shared services. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
EARNINGS PER SHARE | |
Computation of basic and diluted earnings per common share | The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share amounts): Fiscal Year 2018 2017 2016 Numerator Net earnings $ 83,240 $ 96,703 $ 24,956 Net earnings allocated to participating securities (restricted stock and deferred stock units) — — (28) Net earnings $ 83,240 $ 96,703 $ 24,928 Denominator Basic weighted-average common shares outstanding 49,856 49,094 48,607 Dilutive effect of share-based awards 869 374 179 Diluted weighted-average common shares outstanding 50,725 49,468 48,786 Net earnings per common share: Basic $ 1.67 $ 1.97 $ 0.51 Diluted $ 1.64 $ 1.95 $ 0.51 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
DEBT | |
Schedule of long-term debt | The following table provides details on our long-term debt as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Term Loan (net of unamortized OID of $0.0 million at February 2, 2019 and $3.0 million at February 3, 2018) $ 891,000 $ 990,465 Senior Notes 228,607 421,209 ABL Facility 48,500 — Less: Deferred financing costs related to the Term Loan and Senior Notes (3,246) (14,866) Total long-term debt, net 1,164,861 1,396,808 Current portion of long-term debt (11,619) (7,000) Total long-term debt, net of current portion $ 1,153,242 $ 1,389,808 |
Schedule of future principal payments due on long-term debt in next five years and thereafter | The following table provides principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter (in thousands): Fiscal Year 2019 $ 11,619 2020 9,000 2021 9,000 2022 286,107 2023 9,000 Thereafter 843,381 Total long-term debt 1,168,107 Deferred financing costs (3,246) Total long-term debt, net $ 1,164,861 |
REVENUE RECOGNITION (Tables)
REVENUE RECOGNITION (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Schedule of disaggregation of revenue | The following table sets forth supplemental products and services sales information for the Company (in thousands): Fiscal Year 2018 2017 2016 Net sales: Men's tailored clothing product $ 1,385,320 $ 1,351,881 $ 1,343,875 Men's non-tailored clothing product 988,973 1,008,663 1,018,907 Women's clothing product 68,518 70,630 73,509 Other (1) 11,936 8,643 9,631 Total retail clothing product 2,454,747 2,439,817 2,445,922 Rental services 399,146 428,355 457,444 Alteration services 148,067 150,005 161,895 Retail dry cleaning services (2) 2,551 34,844 33,140 Total alteration and other services 150,618 184,849 195,035 Total retail sales 3,004,511 3,053,021 3,098,401 Corporate apparel clothing product 235,391 251,325 280,302 Total net sales $ $ $ (1) Other consists of franchise and licensing revenues and gift card breakage. Franchise revenues are generally recognized at a point in time while licensing revenues consist primarily of minimum guaranteed royalty amounts recognized over an elapsed time period. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. See Note 3 for additional information. |
Schedule of opening and closing balance of contract liabilities | The following table summarizes the opening and closing balances of our contract liabilities (in thousands): Balance at Increase Balance at February 3, 2018 (Decrease) February 2, 2019 As Adjusted Contract liabilities $ 141,552 $ (18,724) $ 122,828 |
ASU 2014-09 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Schedule of cumulative effect of changes in adoption of ASU 606 | The following table depicts the cumulative effect of the changes made to our February 3, 2018 balance sheet for the adoption of ASC 606 (in thousands): Reported Adjusted Balance at Impact of Balance at February 3, Adoption of February 3, 2018 ASC 606 2018 Assets: Accounts receivable, net $ 79,783 $ (303) $ 79,480 Inventories 851,931 (17,837) 834,094 Other current assets 78,252 2,753 81,005 Liabilities: Accrued expenses and other current liabilities 285,537 32,378 317,915 Deferred taxes, net and other liabilities 164,191 (11,941) 152,250 Equity: Accumulated deficit (479,166) (35,824) (514,990) |
Impact of Adoption of ASU 606 | ASU 2014-09 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Schedule of cumulative effect of changes in adoption of ASU 606 | In accordance with ASC 606, the following tables reflect the impact on our fiscal 2018 consolidated statement of earnings and balance sheet as if we had continued to apply accounting standards in effect last year (“Legacy GAAP”) (in thousands, except per share amounts): Statement of Earnings For the Year Ended February 2, 2019 As Amounts Under Effect of Change Reported Legacy GAAP Increase/(Decrease) Net sales: Total retail sales $ 3,004,511 $ 2,979,703 $ (24,808) Corporate apparel clothing product 235,391 243,610 8,219 Costs and expenses: Total retail cost of sales 1,691,963 1,690,986 (977) Total corporate apparel clothing product cost of sales 170,472 177,124 6,652 Selling, general and administrative expenses 974,054 970,703 (3,351) Provision for income taxes 19,436 15,856 (3,580) Net earnings 83,240 67,907 (15,333) Diluted net earnings per common share $ $ 1.34 $ (0.30) The decrease of $0.30 between the as reported and amounts under legacy GAAP columns primarily relates to the changes to our loyalty programs of $17.6 million, or $0.28 per diluted share. Balance Sheet February 2, 2019 As Amounts Under Effect of Change Reported Legacy GAAP Increase/(Decrease) Assets: Accounts receivable, net $ 73,073 $ 74,932 $ 1,859 Inventories 830,426 840,769 10,343 Other current assets 70,712 67,523 (3,189) Liabilities: Accrued expenses and other current liabilities 282,029 229,962 (52,067) Deferred taxes, net and other liabilities 125,022 113,055 (11,967) Equity: Accumulated deficit $ (468,048) $ (447,557) $ 20,491 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
GOODWILL AND INTANGIBLE ASSETS | |
Changes in the net carrying amount of goodwill | Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended February 2, 2019 and February 3, 2018 are as follows (in thousands): Corporate Retail Apparel Total Balance at January 28, 2017 $ 94,511 $ 22,515 $ 117,026 Goodwill impairment charge (1,500) — (1,500) Goodwill of acquired business — 695 695 Translation adjustment 1,294 2,777 4,071 Balance at February 3, 2018 $ 94,305 $ 25,987 $ 120,292 Goodwill impairment charge — (23,991) (23,991) Goodwill of divested business (see Note 3) (13,588) — (13,588) Translation adjustment (1,226) (1,996) (3,222) Balance at February 2, 2019 $ 79,491 $ — $ 79,491 |
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): February 2, February 3, 2019 2018 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ 16,067 $ 16,273 Favorable leases 11,844 13,229 Customer relationships 26,553 28,713 Total carrying amount 54,464 58,215 Accumulated amortization: Trademarks, tradenames and franchise agreements (10,796) (10,558) Favorable leases (5,162) (5,010) Customer relationships (18,851) (17,992) Total accumulated amortization (34,809) (33,560) Total amortizable intangible assets, net 19,655 24,655 Indefinite-lived intangible assets: Trademarks and tradename 144,246 144,332 Total intangible assets, net $ 163,901 $ 168,987 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
INCOME TAXES | |
Earnings (loss) before income taxes | The following table provides details on our earnings (loss) before income taxes (in thousands): Fiscal Year 2018 2017 2016 United States $ 72,397 $ 90,399 $ (9,986) Foreign 30,279 44,555 41,567 Total $ 102,676 $ 134,954 $ 31,581 |
Provision (benefit) for income taxes | The provision (benefit) for income taxes consists of the following (in thousands): Fiscal Year 2018 2017 2016 Current tax expense: Federal $ 6,757 $ 25,701 $ 18,545 State 4,802 5,067 912 Foreign 15,886 13,246 11,156 Deferred tax (benefit) expense: Federal and state (2,929) (21,187) (23,135) Foreign (5,080) 15,424 (853) Total $ 19,436 $ 38,251 $ 6,625 |
Effective tax rate reconciliation | Fiscal Year 2018 2017 2016 Federal statutory rate % % % State income taxes, net of federal benefit Uncertain tax positions Foreign tax rate differential Amortizable tax goodwill GILTI — — Valuation allowance Tax credits Impact of change to permanent reinvestment of foreign earnings 1.2 — Impact of Tax Reform Act — Inventory donations (1.2) (2.9) Impact of ASU 2016-09 — — Adjustments to net tax accruals — — Other — % % % |
Schedule of deferred tax assets and liabilities and the related temporary differences | Total deferred tax assets and liabilities and the related temporary differences as of February 2, 2019 and February 3, 2018 were as follows (in thousands): February 2, February 3, 2019 2018 Deferred tax assets: Accrued rent and other expenses $ 36,347 $ 31,574 Accrued compensation 17,667 16,475 Accrued inventory markdowns 5,654 3,616 Other 8,175 608 Tax loss and other carryforwards 32,030 28,605 Total deferred tax assets 99,873 80,878 Valuation allowance (20,686) (19,472) Net deferred tax assets 79,187 61,406 Deferred tax liabilities: Property and equipment (47,287) (46,089) Capitalized inventory costs (12,538) (17,950) Intangibles (41,176) (43,686) Investment in foreign subsidiaries (12,321) (17,314) Other (8,863) (5,192) Total deferred tax liabilities (122,185) (130,231) Net deferred tax liabilities $ (42,998) $ (68,825) |
Summary of activity related to uncertain tax positions | The following table summarizes the activity related to our uncertain tax positions (in thousands): February 2, February 3, 2019 2018 Gross uncertain tax positions, beginning balance $ 1,154 $ 19,450 Increase in tax positions for prior years — 156 Decrease in tax positions for prior years (535) (17,908) Increase in tax positions due to business combinations — — Increase in tax positions for current year — 300 Decrease in tax positions for current year — — Settlements — (350) Lapse from statute of limitations — (494) Gross uncertain tax positions, ending balance $ 619 $ 1,154 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
INVENTORIES | |
Schedule of inventories | The following table provides details on our inventories as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Finished goods $ 682,610 $ 739,668 Raw materials and merchandise components 147,816 112,263 Total inventories $ 830,426 $ 851,931 |
OTHER CURRENT ASSETS, ACCRUED_2
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | |
Other current assets | The following table provides details on our other current assets as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Prepaid expenses $ 56,361 $ 47,545 Tax receivable 584 20,368 Other 13,767 10,339 Total other current assets $ 70,712 $ 78,252 |
Accrued expenses and other current liabilities | The following table provides details on our accrued expenses and other current liabilities as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Accrued salary, bonus, sabbatical, vacation and other benefits $ 81,503 $ 84,767 Loyalty program liabilities 44,434 9,106 Customer deposits, prepayments and refunds payable 40,620 59,633 Unredeemed gift cards 32,178 39,609 Sales, value added, payroll, property and other taxes payable 25,547 29,409 Accrued workers compensation and medical costs 23,974 25,244 Accrued dividends 10,480 11,128 Accrued interest 1,828 3,281 Accrued royalties 1,286 5,032 Other 20,179 18,328 Total accrued expenses and other current liabilities $ $ 285,537 |
Deferred taxes, net and other liabilities | The following table provides details on our deferred taxes, net and other liabilities as of February 2, 2019 and February 3, 2018 (in thousands): February 2, February 3, 2019 2018 Deferred rent and landlord incentives $ 57,505 $ 60,136 Deferred and other income tax liabilities, net 53,479 95,314 Unfavorable lease liabilities 1,797 2,910 Other 12,241 5,831 Total deferred taxes, net and other liabilities $ 125,022 $ 164,191 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
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 during fiscal 2018, 2017 and 2016 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— January 30, 2016 $ (26,659) $ (2,007) $ 180 $ (28,486) Other comprehensive (loss) income before reclassifications (13,546) 616 24 (12,906) Amounts reclassified from accumulated other comprehensive loss — 1,309 — 1,309 Net other comprehensive (loss) income (13,546) 1,925 24 (11,597) BALANCE— January 28, 2017 (40,205) (82) 204 (40,083) Other comprehensive income (loss) before reclassifications 29,089 (3,397) (15) 25,677 Amounts reclassified from accumulated other comprehensive loss — 3,624 — 3,624 Net other comprehensive income 29,089 227 (15) 29,301 BALANCE— February 3, 2018 (11,116) 145 189 (10,782) Other comprehensive (loss) income before reclassifications (18,704) (6,158) (34) (24,896) Amounts reclassified from accumulated other comprehensive loss — 1,699 — 1,699 Net other comprehensive (loss) income (18,704) (4,459) (34) (23,197) BALANCE— February 2, 2019 $ (29,820) $ (4,314) $ 155 $ (33,979) |
EQUITY AND SHARE-BASED COMPEN_2
EQUITY AND SHARE-BASED COMPENSATION PLANS (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Summary of time-based and performance-based awards activity | Weighted-Average Units Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at February 3, 2018 1,014,689 993,631 $ 18.13 $ 19.55 Granted 686,433 254,895 26.25 28.33 Vested (1) (603,394) (180,997) 21.15 24.44 Forfeited (158,642) (730,623) 19.66 21.84 Non-Vested at February 2, 2019 939,086 336,906 $ 22.60 $ 18.59 (1) Includes 284, 220 shares relinquished for tax payments related to vested DSUs in fiscal 2018. |
Summary of additional information about DSUs | Fiscal Year 2018 2017 2016 DSUs issued 941,328 1,015,236 1,315,140 Weighted average grant date fair value $ 26.81 $ 11.47 $ 18.61 |
Summary of stock option activity | Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (in thousands) Outstanding at February 3, 2018 1,527,176 $ 21.97 Granted 232,430 28.09 Exercised (256,111) 19.22 Forfeited (210,327) 16.42 Expired (41,096) 51.18 Outstanding at February 2, 2019 1,252,072 $ 23.64 7.2 Years $ 391 Vested and expected to vest at February 2, 2019 1,241,193 $ 23.65 7.2 Years $ 387 Exercisable at February 2, 2019 676,059 $ 28.33 6.2 Years $ 129 |
Weighted-average assumptions used to calculate fair value of stock options | Fiscal Year 2018 2017 2016 Risk-free interest rate Expected lives 5.0 years 5.0 years 5.0 years Dividend yield Expected volatility |
Cash Settled Awards | |
Summary of share-based compensation of cash settled awards | The following table summarizes the activity of cash settled awards during fiscal 2018 (in thousands): Cash Settled Awards Non-Vested at February 3, 2018 $ 8,353 Granted — Vested (2,702) Forfeited (579) Non-Vested at February 2, 2019 $ 5,072 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
FAIR VALUE MEASUREMENTS | |
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total February 2, 2019— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ February 3, 2018— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ |
Schedule of fair value and carrying value of long-term debt, including current portion | The table below shows the fair value and carrying value of our Term Loan and Senior Notes (in thousands): February 2, 2019 February 3, 2018 Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Term Loan and Senior Notes, including current portion $ 1,116,361 $ 1,120,296 $ 1,396,808 $ 1,407,449 (1) The carrying value of the Term Loan and Senior Notes, including current portion is net of deferred financing costs of $3.2 million, $14.9 million as of February 2, 2019 and February 3, 2018, respectively. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
SEGMENT REPORTING | |
Net sales by brand and reportable segment | Additional net sales information is as follows (in thousands): Fiscal Year 2018 2017 2016 Net sales: Men's Wearhouse (1) $ 1,741,983 $ 1,742,668 $ 1,770,968 Jos. A. Bank 722,887 735,149 749,869 K&G 319,476 323,994 329,954 Moores 217,614 216,366 214,470 MW Cleaners (2) 2,551 34,844 33,140 Total retail segment 3,004,511 3,053,021 3,098,401 Total corporate apparel segment 235,391 251,325 280,302 Total net sales $ 3,239,902 $ 3,304,346 $ 3,378,703 (1) Consists of Men’s Wearhouse, Men’s Wearhouse and Tux, tuxedo shops within Macy's (all 170 of which were closed during the second quarter of 2017) and Joseph Abboud. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. See Note 3 for additional information. |
Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | Operating (loss) income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes is as follows (in thousands): Fiscal Year 2018 2017 2016 Operating income (loss): Retail $ 418,062 $ 411,258 $ 308,283 Corporate apparel (16,025) 11,326 25,315 Shared service expense (190,098) (193,168) (200,772) Operating income 211,939 229,416 132,826 Interest income 563 564 167 Interest expense (79,573) (100,471) (103,149) (Loss) gain on extinguishment of debt, net (30,253) 5,445 1,737 Earnings before income taxes $ 102,676 $ 134,954 $ 31,581 |
Capital expenditures by reportable segment and shared services | Capital expenditures by reportable segment and shared services are as follows (in thousands): Fiscal Year 2018 2017 2016 Capital expenditures: Retail $ 56,545 $ 56,133 $ 39,059 Corporate apparel 3,744 3,663 3,440 Shared services 21,997 35,162 57,195 Total capital expenditures $ 82,286 $ 94,958 $ 99,694 |
Depreciation and amortization expense by reportable segment and shared services | Depreciation and amortization expense by reportable segment and shared services is as follows (in thousands): Fiscal Year 2018 2017 2016 Depreciation and amortization expense: Retail $ 79,113 $ 79,579 $ 75,284 Corporate apparel 6,501 6,197 5,940 Shared services 18,602 20,717 33,981 Total depreciation and amortization expense $ 104,216 $ 106,493 $ 115,205 |
Total assets by reportable segment and shared services | Total assets by reportable segment and shared services are as follows (in thousands): February 2, February 3, 2019 2018 Segment assets: Retail $ 1,375,902 $ 1,434,992 Corporate apparel 175,488 222,872 Shared services (1) 269,100 342,091 Total assets $ 1,820,490 $ 1,999,955 (1) Shared service assets consist primarily of cash and cash equivalents, assets related to our distribution network and tax-related assets. |
Net sales and long-lived assets by geographical areas | The tables below present information related to geographic areas in which we operate, with net sales classified based primarily on the geographic area where our customer is located (in thousands): Fiscal Year 2018 2017 2016 Net sales: U.S. $ 2,838,577 $ 2,893,689 $ 2,973,177 International (1) 401,325 410,657 405,526 Total net sales $ 3,239,902 $ 3,304,346 $ 3,378,703 (1) Primarily in Canada and the UK. February 2, 2019 February 3, 2018 Long-lived assets, net (including rental product): U.S. $ 489,483 $ 531,915 International (1) 49,459 52,489 Total long-lived assets $ $ Primarily in Canada and the UK. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
Minimum future rental payments under non-cancelable operating leases | Minimum future rental payments under non‑cancelable operating leases as of February 2, 2019 for each of the next five years and in the aggregate are as follows (in thousands): Operating Fiscal Year Leases 2019 $ 239,711 2020 209,596 2021 175,962 2022 134,208 2023 88,187 Thereafter 141,084 Total $ 988,748 |
CONDENSED CONSOLIDATING INFOR_2
CONDENSED CONSOLIDATING INFORMATION (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Condensed Consolidating Balance Sheet | T ailored Brands, Inc. Condensed Consolidating Balance Sheet February 2, 2019 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 970 $ 1,496 $ 52,965 $ — $ 55,431 Accounts receivable, net — 23,954 264,884 82,204 (297,969) 73,073 Inventories — 149,923 461,153 219,350 — 830,426 Other current assets — 30,699 37,969 7,314 (5,270) 70,712 Total current assets — 205,546 765,502 361,833 (303,239) 1,029,642 Property and equipment, net — 194,290 209,814 35,068 — 439,172 Rental product, net — 81,809 3,426 14,535 — 99,770 Goodwill — 6,160 52,128 21,203 — 79,491 Intangible assets, net — — 153,712 10,189 — 163,901 Investments in subsidiaries 160,057 1,234,005 — — (1,394,062) — Other assets — 7,590 665 5,059 (4,800) 8,514 Total assets $ 160,057 $ 1,729,400 $ 1,185,247 $ 447,887 $ (1,702,101) $ 1,820,490 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 142,701 $ 201,799 $ 69,485 $ 112,963 $ (297,969) $ 228,979 Accrued expenses and other current liabilities 6,697 146,683 109,654 40,233 (5,270) 297,997 Current portion of long-term debt — 11,619 — — — 11,619 Total current liabilities 149,398 360,101 179,139 153,196 (303,239) 538,595 Long-term debt, net — 1,153,242 — — — 1,153,242 Deferred taxes, net and other liabilities 7,028 56,000 45,069 21,725 (4,800) 125,022 Shareholders' equity 3,631 160,057 961,039 272,966 (1,394,062) 3,631 Total liabilities and shareholders' equity $ 160,057 $ 1,729,400 $ 1,185,247 $ 447,887 $ (1,702,101) $ 1,820,490 Tailored Brands, Inc. Condensed Consolidating Balance Sheet February 3, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Accounts receivable, net — 23,712 368,328 58,573 (370,830) 79,783 Inventories — 207,504 445,126 199,301 — 851,931 Other current assets 3,666 26,951 38,217 9,418 — 78,252 Total current assets 3,666 309,985 853,851 316,901 (370,830) 1,113,573 Property and equipment, net — 203,204 220,979 36,491 — 460,674 Rental product, net — 103,664 3,658 16,408 — 123,730 Goodwill — 6,160 67,010 47,122 — 120,292 Intangible assets, net — — 155,438 13,549 — 168,987 Investments in subsidiaries 128,458 1,424,647 — — (1,553,105) — Other assets — 11,183 805 81,846 (81,135) 12,699 Total assets $ 132,124 $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 110,326 $ 281,838 $ 57,756 $ 66,016 $ (370,830) $ 145,106 Accrued expenses and other current liabilities 14,061 87,597 155,813 34,187 — 291,658 Current portion of long-term debt — 7,000 — — — 7,000 Total current liabilities 124,387 376,435 213,569 100,203 (370,830) 443,764 Long-term debt, net — 1,389,808 — — — 1,389,808 Deferred taxes, net and other liabilities 5,545 164,142 46,641 28,998 (81,135) 164,191 Shareholders' equity 2,192 128,458 1,041,531 383,116 (1,553,105) 2,192 Total liabilities and shareholders' equity $ 132,124 $ $ $ $ $ |
Condensed Consolidating Statement of Earnings (Loss) | Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended February 2, 2019 Net sales $ — $ 1,735,743 $ 1,571,227 $ 633,959 $ (701,027) $ 3,239,902 Cost of sales — 886,137 1,208,420 468,905 (701,027) 1,862,435 Gross margin — 849,606 362,807 165,054 — 1,377,467 Operating expenses 4,489 538,469 544,312 134,521 (56,263) 1,165,528 Operating (loss) income (4,489) 311,137 (181,505) 30,533 56,263 211,939 Other income and expenses, net — — 55,582 681 (56,263) — Interest (expense) income, net (3,950) (85,011) 7,949 2,002 — (79,010) Loss on extinguishment of debt, net — (30,253) — — — (30,253) (Loss) earnings before income taxes (8,439) 195,873 (117,974) 33,216 — 102,676 (Benefit) provision for income taxes (1,056) 35,334 (25,685) 10,843 — 19,436 (Loss) earnings before equity in net income of subsidiaries (7,383) 160,539 (92,289) 22,373 — 83,240 Equity in earnings (loss) of subsidiaries 90,623 (69,916) — — (20,707) — Net earnings (loss) $ 83,240 $ 90,623 $ (92,289) $ 22,373 $ (20,707) $ 83,240 Comprehensive income (loss) $ 60,043 $ 83,146 $ (92,323) $ 6,687 $ 2,490 $ 60,043 Year Ended February 3, 2018 Net sales $ — $ 1,737,651 $ 1,653,188 $ 737,848 $ (824,341) $ 3,304,346 Cost of sales — 897,429 1,255,046 567,446 (824,341) 1,895,580 Gross margin — 840,222 398,142 170,402 — 1,408,766 Operating expenses 3,453 648,569 557,404 116,587 (146,663) 1,179,350 Operating (loss) income (3,453) 191,653 (159,262) 53,815 146,663 229,416 Other income and expenses, net — — 145,002 1,661 (146,663) — Interest (expense) income, net (442) (105,009) 6,606 (1,062) — (99,907) Gain on extinguishment of debt, net — 5,445 — — — 5,445 (Loss) earnings before income taxes (3,895) 92,089 (7,654) 54,414 — 134,954 (Benefit) provision for income taxes (3,444) 54,744 (41,719) 28,670 — 38,251 (Loss) earnings before equity in net income of subsidiaries (451) 37,345 34,065 25,744 — 96,703 Equity in earnings (loss) of subsidiaries 97,154 59,809 — — (156,963) — Net earnings (loss) $ 96,703 $ 97,154 $ 34,065 $ 25,744 $ (156,963) $ 96,703 Comprehensive income (loss) $ 126,004 $ 100,186 $ 34,050 $ 52,028 $ (186,264) $ 126,004 Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended January 28, 2017 Net sales $ — $ 1,765,793 $ 1,730,505 $ 405,526 $ (523,121) $ 3,378,703 Cost of sales — 897,564 1,308,576 254,216 (523,121) 1,937,235 Gross margin — 868,229 421,929 151,310 — 1,441,468 Operating expenses 3,374 636,507 649,177 115,017 (95,433) 1,308,642 Operating (loss) income (3,374) 231,722 (227,248) 36,293 95,433 132,826 Other income and expenses, net — — 89,433 6,000 (95,433) — Interest (expense) income, net (23) (104,636) 2,404 (727) — (102,982) Gain on extinguishment of debt, net — 1,737 — — — 1,737 (Loss) earnings before income taxes (3,397) 128,823 (135,411) 41,566 — 31,581 (Benefit) provision for income taxes (1,249) 25,063 (27,492) 10,303 — 6,625 (Loss) earnings before equity in net income of subsidiaries (2,148) 103,760 (107,919) 31,263 — 24,956 Equity in earnings (loss) of subsidiaries 27,104 (76,656) — — 49,552 — Net earnings (loss) $ 24,956 $ 27,104 $ (107,919) $ 31,263 $ 49,552 $ 24,956 Comprehensive income (loss) $ 13,359 $ 28,427 $ (107,895) $ 18,319 $ 61,149 $ 13,359 |
Condensed Consolidating Statement of Cash Flows | Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended February 2, 2019 (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 $ 38,198 $ 674,432 $ 29,247 $ (382,259) $ (36,946) $ 322,672 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (26,731) (47,686) (7,869) — (82,286) Proceeds from divestiture of business — — 17,755 — — 17,755 Intercompany activities — (321,970) — 75,135 246,835 — Net cash (used in) provided by investing activities — (348,701) (29,931) 67,266 246,835 (64,531) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (993,420) — — — (993,420) Proceeds from new term loan — 895,500 — — — 895,500 Payments on new term loan — (9,000) — — — (9,000) Proceeds from asset-based revolving credit facility — 655,500 — — — 655,500 Payments on asset-based revolving credit facility — (607,000) — — — (607,000) Repurchase and retirement of senior notes — (199,365) — — — (199,365) Deferred financing costs — (6,713) — — — (6,713) Intercompany activities — (112,081) — 321,970 (209,889) — Cash dividends paid (36,946) — — — — (36,946) Proceeds from issuance of common stock 6,649 — — — — 6,649 Tax payments related to vested deferred stock units (7,901) — — — — (7,901) Net cash (used in) provided by financing activities (38,198) (376,579) — 321,970 (209,889) (302,696) Effect of exchange rate changes — — — (3,621) — (3,621) (Decrease) increase in cash and cash equivalents — (50,848) (684) 3,356 — (48,176) Cash and cash equivalents at beginning of period — 51,818 2,180 49,609 — 103,607 Cash and cash equivalents at end of period $ — $ 970 $ 1,496 $ 52,965 $ — $ 55,431 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended February 3, 2018 (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 $ 35,545 $ 520,678 $ 61,823 $ (231,517) $ (35,761) $ 350,768 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (25,729) (63,681) (5,548) — (94,958) Acquisition of business, net of cash — — — (457) — (457) Intercompany activities — (285,500) — (75,135) 360,635 — Proceeds from sale of property and equipment — 3,323 2,157 — — 5,480 Net cash used in investing activities — (307,906) (61,524) (81,140) 360,635 (89,935) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (53,379) — — — (53,379) Proceeds from asset-based revolving credit facility — 276,300 — — — 276,300 Payments on asset-based revolving credit facility — (276,300) — — — (276,300) Repurchase and retirement of senior notes — (145,371) — — — (145,371) Deferred financing costs — (2,580) — — — (2,580) Intercompany activities — 39,374 — 285,500 (324,874) — Cash dividends paid (35,761) — — — — (35,761) Proceeds from issuance of common stock 1,903 — — — — 1,903 Tax payments related to vested deferred stock units (1,687) — — — — (1,687) Net cash (used in) provided by financing activities (35,545) (161,956) — 285,500 (324,874) (236,875) Effect of exchange rate changes — — — 8,760 — 8,760 Increase (decrease) in cash and cash equivalents — 50,816 299 (18,397) — 32,718 Cash and cash equivalents at beginning of period — 1,002 1,881 68,006 — 70,889 Cash and cash equivalents at end of period $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 28, 2017 (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 $ 34,402 $ 257,133 $ 47,038 $ (60,705) $ (35,240) $ 242,628 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (46,960) (47,998) (4,736) — (99,694) Intercompany activities — (110,280) — — 110,280 — Proceeds from sale of property and equipment — — 598 19 — 617 Net cash used in investing activities — (157,240) (47,400) (4,717) 110,280 (99,077) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (42,451) — — — (42,451) Proceeds from asset-based revolving credit facility — 606,500 — 3,037 — 609,537 Payments on asset-based revolving credit facility — (606,500) — (3,037) — (609,537) Repurchase and retirement of senior notes — (21,924) — — — (21,924) Intercompany activities — (35,240) — 110,280 (75,040) — Cash dividends paid (35,240) — — — — (35,240) Proceeds from issuance of common stock 2,189 — — — — 2,189 Tax payments related to vested deferred stock units (1,362) — — — — (1,362) Excess tax benefits from share-based plans 11 — — — — 11 Net cash (used in) provided by financing activities (34,402) (99,615) — 110,280 (75,040) (98,777) Effect of exchange rate changes — — — (3,865) — (3,865) Increase (decrease) in cash and cash equivalents — 278 (362) 40,993 — 40,909 Cash and cash equivalents at beginning of period — 724 2,243 27,013 — 29,980 Cash and cash equivalents at end of period $ — $ 1,002 $ 1,881 $ 68,006 $ — $ 70,889 |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | |
Consolidated results of operations by quarter | Our quarterly results of operations reflect all adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The consolidated results of operations by quarter for fiscal 2018 and 2017 are presented below (in thousands, except per share amounts): Fiscal 2018 Quarters Ended May 5, August 4, November 3, February 2, 2018 (2) 2018 (3) 2018 (4) 2019 (5) Net sales $ 817,964 $ 823,430 $ 812,747 $ 785,761 Gross margin 345,224 368,902 362,735 300,606 Net earnings $ $ 49,238 $ 13,875 $ 6,218 Net earnings per common share: Basic (1) $ $ $ $ Diluted (1) $ $ $ $ Fiscal 2017 Quarters Ended April 29, July 29, October 28, February 3, 2017 (6) 2017 2017 2018 (7) Net sales $ 782,906 $ 850,758 $ 810,818 $ 859,864 Gross margin 332,440 396,696 358,757 320,873 Net earnings (loss) $ 1,839 $ 58,471 $ 36,892 $ (499) Net earnings (loss) per common share: Basic (1) $ 0.04 $ 1.19 $ 0.75 $ Diluted (1) $ 0.04 $ 1.19 $ 0.75 $ (1) Due to the method of calculating weighted-average shares outstanding, the sum of the quarterly per share amounts may not equal net earnings (loss) per common share for the respective years. (2) Includes pre-tax expenses of $15.5 million with $11.9 million relating to the refinancing of the Term Loan and $3. 6 million relating to the loss upon divestiture of the MW Cleaners business. Of the $15.5 million, $3.6 million is included in SG&A and $11.9 million is included in loss on extinguishment of debt. (3) Includes pre-tax expenses of $12.7 million with $8.1 million relating to the partial redemption of senior notes, $4.4 million relating to the closure of a rental product distribution center and $0.2 million relating to the divestiture of the MW Cleaners business. Of the $12.7 million, $4.0 million is included in cost of sales, $0.6 million is included in SG&A and $8.1 million is included in loss on extinguishment of debt. (4) Includes pre-tax expenses of $40.4 million with $24.0 million relating to a goodwill impairment charge for the corporate apparel reporting unit, $9.4 million relating to the repricing of the Term Loan, $6.4 million relating to CEO retirement costs and $0.6 million relating to the closure of a rental product distribution center. Of the $40.4 million, less than $0.1 million is included in cost of sales, $7.0 million is included in SG&A, $24.0 million is included in goodwill impairment charges and $9.4 million is included in loss on extinguishment of debt. (5) Includes a $17.6 million increase in net sales reflecting the impact of changes related to our loyalty programs. In addition, within provision for income taxes, includes a discrete net tax benefit of $6.1 million related to the completion of our accounting for the effects of the Tax Reform Act. (6) Includes pre-tax expenses of $17. 2 million relating to the termination of the tuxedo rental license agreement with Macy’s. Of the $17.2 million, $1.4 million is included in cost of sales and $15.8 million is included in SG&A. Includes an extra week as a result of the 53-week fiscal year. In addition, within provision for income taxes, includes $18.3 million related to a favorable tax resolution offset by a change in our position on permanently reinvested foreign earnings totaling $17.3 million. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Organization and Business (Details) | Jan. 31, 2016 | Feb. 02, 2019store | Feb. 03, 2018 | Jan. 28, 2017 |
Reorganization | ||||
Share conversion ratio used in the Reorganization | 1 | |||
Fiscal period | ||||
Length of fiscal year | 364 days | 371 days | 364 days | |
Maximum | ||||
Fiscal period | ||||
Length of fiscal year | 371 days | |||
Minimum | ||||
Fiscal period | ||||
Length of fiscal year | 364 days | |||
Retail Segment | United States And Canada | ||||
Locations | ||||
Number of stores | 1,400 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable (Details) - USD ($) $ in Millions | Feb. 02, 2019 | Feb. 03, 2018 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Allowance for uncollectible accounts | $ 1.7 | $ 1.5 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Property and Equipment | |||
Depreciation expense | $ 100.3 | $ 102.5 | $ 110.4 |
Building | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Building | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 25 years | ||
Leasehold Improvements | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 5 years | ||
Leasehold Improvements | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Furniture, fixtures and equipment | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 2 years | ||
Furniture, fixtures and equipment | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Rental Product (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Rental Product | |||
Rental product amortization | $ 35,058 | $ 38,021 | $ 42,171 |
Maximum | |||
Rental Product | |||
Rental product useful life | 4 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Impairment of Long-Lived Assets | |||
Asset impairment charges | $ 1,026 | $ 3,547 | $ 19,358 |
Shared services | |||
Impairment of Long-Lived Assets | |||
Impaired long-lived assets | 2,900 | ||
Retail Segment | |||
Impairment of Long-Lived Assets | |||
Asset impairment charges | 3,500 | 16,500 | |
Retail Segment | Tuxedo Shops | |||
Impairment of Long-Lived Assets | |||
Impairment on assets held for use | $ 1,200 | 14,000 | |
Retail Segment | Underperforming stores | |||
Impairment of Long-Lived Assets | |||
Asset impairment charges | $ 1,000 | ||
Retail Segment | Fourth quarter fiscal 2015 initiatives | |||
Impairment of Long-Lived Assets | |||
Asset impairment charges | $ 2,500 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Other Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Nov. 03, 2018 | Feb. 02, 2019 | Feb. 03, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Goodwill, Impairment Loss | $ 24,000 | $ 23,991 | $ 1,500 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Sabbatical Leave (Details) - USD ($) $ in Millions | Feb. 02, 2019 | Feb. 03, 2018 |
Sabbatical Leave | ||
Accrued liability | $ 2.4 | $ 3.6 |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Operating Leases (Details) | 12 Months Ended |
Feb. 02, 2019 | |
Operating Leases | |
General lease commencement | 60 days |
Minimum | |
Operating Leases | |
Term of the lease | 5 years |
Maximum | |
Operating Leases | |
Term of the lease | 10 years |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Share-Based Compensation | |||
Share-based compensation expense | $ 18.1 | $ 25.2 | $ 17.4 |
Total income tax benefit recognized in net (loss) earnings for share-based compensation arrangements | $ 4.5 | $ 9.5 | 6.8 |
Cash Settled Awards | |||
Share-Based Compensation | |||
Share-based compensation expense | $ 0 |
SUMMARY OF SIGNIFICANT ACCOU_11
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Details) - ASU 2016-02 - Forecast - Restatement Adjustment $ in Millions | May 04, 2019USD ($) |
Minimum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Operating lease liabilities | $ 935 |
Right-of-use assets | 885 |
Maximum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Operating lease liabilities | 965 |
Right-of-use assets | $ 915 |
TERMINATION OF TUXEDO RENTAL _2
TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY'S (Details) $ in Millions | 3 Months Ended |
Apr. 29, 2017USD ($) | |
Retail Segment | |
Termination-related costs | $ 17.2 |
Termination related costs, cash charges | 14.6 |
Contract termination | 12.3 |
Rental product write-offs | 1.4 |
Asset impairment charges | 1.2 |
Other costs | 2.3 |
Selling, general and administrative expenses | |
Termination-related costs | 14.6 |
Cost of sales | |
Termination-related costs | 1.4 |
Asset impairment charges | |
Termination-related costs | $ 1.2 |
DIVESTITURE OF MW CLEANERS (Det
DIVESTITURE OF MW CLEANERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 04, 2018 | May 05, 2018 | Feb. 02, 2019 | Feb. 28, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture of business | $ 17,755 | |||
MW Cleaners business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on divestiture | $ (3,600) | |||
MW Cleaners business | Selling, general and administrative expenses | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on divestiture | $ (200) | $ (3,600) | ||
Disposed of by sale | MW Cleaners business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | $ 18,000 | |||
Retail Segment | Disposed of by sale | MW Cleaners business | Selling, general and administrative expenses | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on divestiture | $ (3,800) |
RESTRUCTURING AND OTHER CHARG_3
RESTRUCTURING AND OTHER CHARGES - Store Closures and Charges Incurred (Details) $ in Millions | 12 Months Ended | 24 Months Ended | ||
Feb. 02, 2019USD ($) | Feb. 03, 2018USD ($) | Jan. 28, 2017store | Jan. 28, 2017USD ($) | |
Restructuring and Other Charges | ||||
Restructuring charges | $ | $ 0 | $ 0 | ||
Men's Wearhouse and Tux | ||||
Restructuring and Other Charges | ||||
Number of stores closed in fiscal 2016 | 102 | |||
Fourth quarter fiscal 2015 initiatives | ||||
Restructuring and Other Charges | ||||
Payments for Restructuring | $ | $ 68.1 | |||
Closure of underperforming stores | Jos. A. Bank | ||||
Restructuring and Other Charges | ||||
Number of stores closed in fiscal 2016 | 75 | |||
Exiting of the outlet/factory business | MW and Jos. A. Bank | ||||
Restructuring and Other Charges | ||||
Number of stores closed in fiscal 2016 | 56 |
RESTRUCTURING AND OTHER CHARG_4
RESTRUCTURING AND OTHER CHARGES - Charges Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended |
Jan. 28, 2017 | Jan. 28, 2017 | |
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | $ 68,087 | $ 109,550 |
Lease termination costs | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 43,116 | 43,116 |
Store asset impairment charges and accelerated depreciation, net of deferred rent | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 1,734 | 24,880 |
Consulting costs | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 15,074 | 15,992 |
Inventory reserve charges | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 11,008 | |
Severance and employee-related costs | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 6,103 | 6,103 |
Favorable lease impairment charges | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 5,533 | |
Other costs | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 2,060 | 2,918 |
Selling, general and administrative expenses | Fourth quarter fiscal 2015 initiatives | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 71,900 | |
Retail Segment | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 49,000 | $ 88,900 |
Retail Segment | Cost of sales | Fourth quarter fiscal 2015 initiatives | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | $ (3,800) |
RESTRUCTURING AND OTHER CHARG_5
RESTRUCTURING AND OTHER CHARGES - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 28, 2017 | Feb. 03, 2018 | |
Accrued expenses and other current liabilities | ||
Additional costs | ||
Restructuring and other charges | $ 0.3 | |
Jos. A. Bank | ||
Additional costs | ||
Integration costs | $ 8.8 | |
Jos. A. Bank | Cost of sales | ||
Additional costs | ||
Integration costs | $ 2.1 |
EARNING PER SHARE (Details)
EARNING PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2019 | Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Numerator | |||||||||||
Net earnings (loss) | $ 6,218 | $ 13,875 | $ 49,238 | $ 13,909 | $ (499) | $ 36,892 | $ 58,471 | $ 1,839 | $ 83,240 | $ 96,703 | $ 24,956 |
Net earnings allocated to participating securities (restricted stock and deferred stock units) - basic | (28) | ||||||||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) - diluted | (28) | ||||||||||
Net earnings - basic | 83,240 | 96,703 | 24,928 | ||||||||
Net earnings - diluted | $ 83,240 | $ 96,703 | $ 24,928 | ||||||||
Denominator | |||||||||||
Basic weighted-average common shares outstanding (in shares) | 49,856 | 49,094 | 48,607 | ||||||||
Dilutive effect of share-based awards (in shares) | 869 | 374 | 179 | ||||||||
Diluted weighted-average common shares outstanding (in shares) | 50,725 | 49,468 | 48,786 | ||||||||
Net earnings per common share: | |||||||||||
Basic (in dollars per share) | $ 0.12 | $ 0.28 | $ 0.99 | $ 0.28 | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ 1.67 | $ 1.97 | $ 0.51 |
Diluted (in dollars per share) | $ 0.12 | $ 0.27 | $ 0.97 | $ 0.27 | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ 1.64 | $ 1.95 | $ 0.51 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
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 (loss) per common share (in shares) | 0.8 | 1.8 | 1.6 |
DEBT - Summary, Narrative (Deta
DEBT - Summary, Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Feb. 02, 2019 | Feb. 03, 2018 | Oct. 28, 2017 | Jun. 18, 2014 | |
Debt | ||||
Maximum quarterly dividends on common stock per debt covenants | $ 15 | $ 10 | ||
Senior Notes | ||||
Debt | ||||
Aggregate principal amount of debt issued | $ 600 | $ 600 | ||
Interest rate (as a percent) | 7.00% | 7.00% | ||
2014 Credit Facilities | Original Term Loan | ||||
Debt | ||||
Aggregate principal amount of debt issued | $ 1,100 | |||
Unamortized OID | $ 3 | 11 | ||
2014 Credit Facilities | Amended ABL Facility | ||||
Debt | ||||
Credit facility | $ 550 | |||
2014 Credit Facilities | ABL Facility | ||||
Debt | ||||
Credit facility | $ 500 |
DEBT - Credit Facilities, Narra
DEBT - Credit Facilities, Narrative (Details) $ in Thousands | Feb. 02, 2019USD ($) | Oct. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Oct. 28, 2017USD ($) | Nov. 03, 2018USD ($) | Aug. 04, 2018USD ($) | May 05, 2018USD ($) | Feb. 02, 2019USD ($)agreement | Feb. 03, 2018USD ($) | Jan. 28, 2017USD ($) | Jun. 18, 2014USD ($) |
Debt | |||||||||||
(Loss) gain on extinguishment of debt | $ (9,400) | $ (8,100) | $ (11,900) | $ (30,253) | $ 5,445 | $ 1,737 | |||||
Senior Notes | |||||||||||
Debt | |||||||||||
Aggregate principal amount of debt issued | $ 600,000 | 600,000 | $ 600,000 | ||||||||
(Loss) gain on extinguishment of debt | $ (8,900) | ||||||||||
Senior Notes | Upon the occurrence of certain specific changes of control | |||||||||||
Debt | |||||||||||
Redemption price as a percentage of the principal amount of debt | 101.00% | ||||||||||
2014 Credit Facilities | Original Term Loan | |||||||||||
Debt | |||||||||||
Aggregate principal amount of debt issued | 1,100,000 | ||||||||||
Prepayment | $ 93,400 | ||||||||||
Aggregrate outstanding principal amount refinanced | $ 900,000 | ||||||||||
Unamortized OID | $ 3,000 | 11,000 | |||||||||
2014 Credit Facilities | Original Term Loan | LIBOR | |||||||||||
Debt | |||||||||||
Margin added to Base rate (as a percent) | 3.50% | ||||||||||
Floor rate (as a percent) | 1.00% | ||||||||||
2014 Credit Facilities | Amended ABL Facility | |||||||||||
Debt | |||||||||||
Credit facility | $ 550,000 | ||||||||||
2014 Credit Facilities | ABL Facility | |||||||||||
Debt | |||||||||||
Credit facility | $ 500,000 | ||||||||||
Variable Rate Interest Rate | Original Term Loan | |||||||||||
Debt | |||||||||||
Aggregate principal amount of debt issued | $ 593,400 | ||||||||||
Fixed Rate Interest Rate | Original Term Loan | |||||||||||
Debt | |||||||||||
Aggregate principal amount of debt issued | $ 400,000 | ||||||||||
Fixed rate on refinanced amount (as a percent) | 5.00% | ||||||||||
2018 Credit Facilities | Original Term Loan | |||||||||||
Debt | |||||||||||
(Loss) gain on extinguishment of debt | $ (11,900) | ||||||||||
2018 Credit Facilities | Amended New Term Loan | |||||||||||
Debt | |||||||||||
Reduction in the interest rate margin | 0.25% | ||||||||||
Total variable interest rate (as a percent) | 5.76% | 5.76% | |||||||||
Number of interest rate swap agreements | agreement | 2 | ||||||||||
Deferred financing costs | $ 1,100 | ||||||||||
Weighted average interest rate (as a percent) | 5.77% | 5.77% | |||||||||
Unamortized OID | $ 0 | $ 0 | |||||||||
2018 Credit Facilities | Amended New Term Loan | LIBOR | |||||||||||
Debt | |||||||||||
Margin added to Base rate (as a percent) | 3.25% | 3.25% | |||||||||
Actual LIBOR rate (as a percent) | 2.51% | 2.51% | |||||||||
2018 Credit Facilities | Amended New Term Loan | Base Rate | |||||||||||
Debt | |||||||||||
Margin added to Base rate (as a percent) | 2.25% | ||||||||||
2018 Credit Facilities | Amended New Term Loan | Interest rate swap | |||||||||||
Debt | |||||||||||
Notional amount of interest rate swaps | $ 715,000 | $ 715,000 | |||||||||
Percentage of variable interest rate converted to a fixed rate | 80.00% | ||||||||||
2018 Credit Facilities | New Term Loan | |||||||||||
Debt | |||||||||||
Aggregate principal amount of debt issued | $ 900,000 | ||||||||||
Uncommitted borrowings | $ 250,000 | $ 250,000 | |||||||||
Secured leverage ratio | 2.5 | 2.5 | |||||||||
Amortized percentage | 1.00% | 1.00% | |||||||||
Deferred financing costs | 5,600 | ||||||||||
(Loss) gain on extinguishment of debt | $ (9,400) | ||||||||||
Unamortized OID | $ 4,500 | ||||||||||
2018 Credit Facilities | New Term Loan | LIBOR | |||||||||||
Debt | |||||||||||
Floor rate (as a percent) | 1.00% | 1.00% | |||||||||
2018 Credit Facilities | New Term Loan | Base Rate | |||||||||||
Debt | |||||||||||
Floor rate (as a percent) | 2.00% | 2.00% | |||||||||
Amended ABL Facility [Member] | Amended ABL Facility | |||||||||||
Debt | |||||||||||
Weighted average interest rate (as a percent) | 3.90% | 3.90% | |||||||||
Credit facility | 550,000 | ||||||||||
Total credit facility with expansion feature | $ 650,000 | ||||||||||
Amended ABL Facility [Member] | Amended ABL Facility | Line of Credit | |||||||||||
Debt | |||||||||||
Letters of credit issued and outstanding | $ 38,900 | $ 38,900 | |||||||||
Amended ABL Facility [Member] | Amended ABL Facility | LIBOR | |||||||||||
Debt | |||||||||||
Margin added to Base rate (as a percent) | 1.00% | ||||||||||
Period for variable rate basis | 1 month | ||||||||||
Amended ABL Facility [Member] | Amended ABL Facility | Federal funds rate | |||||||||||
Debt | |||||||||||
Margin added to Base rate (as a percent) | 0.50% | ||||||||||
Amended ABL Facility [Member] | Amended ABL Facility | Minimum | |||||||||||
Debt | |||||||||||
Fees on amounts available to be drawn (as a percent) | 1.25% | ||||||||||
Fees on unused commitments (as a percent) | 0.25% | ||||||||||
Amended ABL Facility [Member] | Amended ABL Facility | Maximum | |||||||||||
Debt | |||||||||||
Varying interest rate margin (as a percent) | 1.75% | ||||||||||
Fees on amounts available to be drawn (as a percent) | 1.75% | ||||||||||
Maximum borrowing outstanding under the ABL Facility during the period | 104,500 | ||||||||||
Amended ABL Facility [Member] | ABL Facility | |||||||||||
Debt | |||||||||||
Borrowings available under credit facility | $ 407,700 | $ 407,700 |
DEBT - Long Term Debt, Narrativ
DEBT - Long Term Debt, Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Debt | ||||||
(Loss) gain on extinguishment of debt | $ (9,400) | $ (8,100) | $ (11,900) | $ (30,253) | $ 5,445 | $ 1,737 |
Senior Notes | ||||||
Debt | ||||||
Partial redemption | $ 175,000 | |||||
Redemption price (in dollars per $1000) | $ 1,035 | |||||
Repurchased and retired | $ 17,600 | |||||
(Loss) gain on extinguishment of debt | (8,900) | |||||
Loss upon repurchase | (6,700) | |||||
Unamortized deferred financing costs | $ (2,200) |
DEBT - Components (Details)
DEBT - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Feb. 02, 2019 | Oct. 31, 2018 | Apr. 30, 2018 | Feb. 03, 2018 | Jun. 18, 2014 | |
Debt | |||||
Long-term debt | $ 1,168,107 | ||||
Total long-term debt, net | 1,164,861 | $ 1,396,808 | |||
Current portion of long-term debt | (11,619) | (7,000) | |||
Total long-term debt, net of current portion | 1,153,242 | 1,389,808 | |||
Senior Notes | |||||
Debt | |||||
Long-term debt | 228,607 | 421,209 | |||
Amended ABL Facility | |||||
Debt | |||||
Long-term debt | 48,500 | ||||
Term Loan and Senior Notes | |||||
Debt | |||||
Less: Deferred financing costs | (3,246) | (14,866) | |||
2014 Credit Facilities | Original Term Loan | |||||
Debt | |||||
Unamortized OID | 3,000 | $ 11,000 | |||
Long-term debt | $ 990,465 | ||||
2018 Credit Facilities | Amended New Term Loan | |||||
Debt | |||||
Unamortized OID | 0 | ||||
Long-term debt | 891,000 | ||||
Less: Deferred financing costs | $ (1,100) | ||||
2018 Credit Facilities | New Term Loan | |||||
Debt | |||||
Unamortized OID | $ 4,500 | ||||
Mandatory excess cash flow prepayment offer | 2,600 | ||||
Less: Deferred financing costs | $ (5,600) | ||||
Amended ABL Facility [Member] | Amended ABL Facility | |||||
Debt | |||||
Long-term debt | $ 48,500 |
DEBT - Maturities (Details)
DEBT - Maturities (Details) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Principal payments due on long-term debt | ||
2019 | $ 11,619 | |
2020 | 9,000 | |
2021 | 9,000 | |
2022 | 286,107 | |
2023 | 9,000 | |
Thereafter | 843,381 | |
Total long-term debt | 1,168,107 | |
Deferred financing costs | (3,246) | |
Total long-term debt, net | $ 1,164,861 | $ 1,396,808 |
REVENUE RECOGNITION - Adoption
REVENUE RECOGNITION - Adoption of ASC 606 (Details) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Assets | ||
Accounts receivable, net | $ 73,073 | $ 79,783 |
Inventories | 830,426 | 851,931 |
Other current assets | 70,712 | 78,252 |
Liabilities | ||
Accrued expenses and other current liabilities | 282,029 | 285,537 |
Deferred taxes, net and other liabilities | 125,022 | 164,191 |
Equity | ||
Accumulated deficit | (468,048) | (479,166) |
ASU 2014-09 | ||
Assets | ||
Accounts receivable, net | 79,480 | |
Inventories | 834,094 | |
Other current assets | 81,005 | |
Liabilities | ||
Accrued expenses and other current liabilities | 317,915 | |
Deferred taxes, net and other liabilities | 152,250 | |
Equity | ||
Accumulated deficit | (514,990) | |
Impact of Adoption of ASU 606 | ASU 2014-09 | ||
Assets | ||
Accounts receivable, net | 1,859 | (303) |
Inventories | 10,343 | (17,837) |
Other current assets | (3,189) | 2,753 |
Liabilities | ||
Accrued expenses and other current liabilities | (52,067) | 32,378 |
Deferred taxes, net and other liabilities | (11,967) | (11,941) |
Equity | ||
Accumulated deficit | 20,491 | (35,824) |
Reported Balance | ||
Assets | ||
Accounts receivable, net | 79,783 | |
Inventories | 851,931 | |
Other current assets | 78,252 | |
Liabilities | ||
Accrued expenses and other current liabilities | 285,537 | |
Deferred taxes, net and other liabilities | 164,191 | |
Equity | ||
Accumulated deficit | $ (479,166) | |
Reported Balance | ASU 2014-09 | ||
Assets | ||
Accounts receivable, net | 74,932 | |
Inventories | 840,769 | |
Other current assets | 67,523 | |
Liabilities | ||
Accrued expenses and other current liabilities | 229,962 | |
Deferred taxes, net and other liabilities | 113,055 | |
Equity | ||
Accumulated deficit | $ (447,557) |
REVENUE RECOGNITION - Disaggreg
REVENUE RECOGNITION - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2019 | Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | $ 785,761 | $ 812,747 | $ 823,430 | $ 817,964 | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 3,239,902 | $ 3,304,346 | $ 3,378,703 |
Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 3,004,511 | 3,053,021 | 3,098,401 | ||||||||
Corporate Apparel Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 235,391 | 251,325 | 280,302 | ||||||||
Rental services | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 399,146 | 428,355 | 457,444 | ||||||||
Retail clothing product | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 2,454,747 | 2,439,817 | 2,445,922 | ||||||||
Men's tailored clothing product | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 1,385,320 | 1,351,881 | 1,343,875 | ||||||||
Men's non-tailored clothing product | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 988,973 | 1,008,663 | 1,018,907 | ||||||||
Women's clothing product | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 68,518 | 70,630 | 73,509 | ||||||||
Other | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 11,936 | 8,643 | 9,631 | ||||||||
Total alteration and other services | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 150,618 | 184,849 | 195,035 | ||||||||
Alteration services | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | 148,067 | 150,005 | 161,895 | ||||||||
Retail dry cleaning services | Retail Segment | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total net sales | $ 2,551 | $ 34,844 | $ 33,140 |
REVENUE RECOGNITION - Other Var
REVENUE RECOGNITION - Other Various Policies (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2019USD ($)$ / shares | Nov. 03, 2018USD ($)$ / shares | Aug. 04, 2018USD ($)$ / shares | May 05, 2018USD ($)$ / shares | Feb. 03, 2018USD ($)$ / shares | Oct. 28, 2017USD ($)$ / shares | Jul. 29, 2017USD ($)$ / shares | Apr. 29, 2017USD ($)$ / shares | Feb. 02, 2019USD ($)$ / shares | Feb. 03, 2018USD ($)$ / shares | Jan. 28, 2017USD ($)$ / shares | |
Loyalty Program | |||||||||||
Points equivalency to dollars spent ratio | 1 | 1 | |||||||||
Loyalty point threshold | 500 | ||||||||||
Amount of rewards certificates | $ 50 | ||||||||||
Period after which reward certificates earned must be redeemed | 6 months | ||||||||||
Accrued liability for loyalty program reward certificates | $ 44,434,000 | $ 9,106,000 | $ 44,434,000 | $ 9,106,000 | |||||||
Net of income taxes | $ 6,218,000 | $ 13,875,000 | $ 49,238,000 | $ 13,909,000 | $ (499,000) | $ 36,892,000 | $ 58,471,000 | $ 1,839,000 | $ 83,240,000 | $ 96,703,000 | $ 24,956,000 |
Diluted (in dollars per share) | $ / shares | $ 0.12 | $ 0.27 | $ 0.97 | $ 0.27 | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ 1.64 | $ 1.95 | $ 0.51 |
Gift Cards and Gift Card Breakage | |||||||||||
Pre-tax breakage income | $ 3,100,000 | $ 3,200,000 | $ 2,900,000 | ||||||||
Sales Returns And Allowances For Goods [Abstract] | |||||||||||
Refund liability current | $ 6,400,000 | 6,400,000 | |||||||||
Right to recover | 3,200,000 | 3,200,000 | |||||||||
Accrual for estimated sales returns | $ 4,000,000 | $ 4,000,000 | |||||||||
Loyalty programs | |||||||||||
Loyalty Program | |||||||||||
Decreased deferred revenue liability related to loyalty programs | 17,600,000 | $ 17,600,000 | |||||||||
Net of income taxes | $ 14,300,000 | ||||||||||
Diluted (in dollars per share) | $ / shares | $ 0.28 |
REVENUE RECOGNITION - Contract
REVENUE RECOGNITION - Contract Liabilities (Details) $ in Thousands | 12 Months Ended |
Feb. 02, 2019USD ($) | |
REVENUE RECOGNITION | |
Balance at February 3, 2018 | $ 141,552 |
Increase (Decrease) | (18,724) |
Balance at February 2, 2019 | 122,828 |
Revenue recognized included in contract liability balance | $ 101,400 |
REVENUE RECOGNITION - Practical
REVENUE RECOGNITION - Practical Expedients (Details) | 12 Months Ended |
Feb. 02, 2019 | |
REVENUE RECOGNITION | |
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false] | true |
REVENUE RECOGNITION - Impact on
REVENUE RECOGNITION - Impact on Fiscal 2018 Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2019 | Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Net sales: | |||||||||||
Net sales | $ 785,761 | $ 812,747 | $ 823,430 | $ 817,964 | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 3,239,902 | $ 3,304,346 | $ 3,378,703 |
Costs and Expenses | |||||||||||
Cost of sales | 4,000 | 1,400 | 1,862,435 | 1,895,580 | 1,937,235 | ||||||
Selling, general and administrative expenses | 7,000 | 600 | 15,800 | 974,054 | 1,000,892 | 1,099,328 | |||||
Provision for income taxes | 19,436 | 38,251 | 6,625 | ||||||||
Net earnings (loss) | $ 6,218 | $ 13,875 | $ 49,238 | $ 13,909 | $ (499) | $ 36,892 | $ 58,471 | $ 1,839 | $ 83,240 | $ 96,703 | $ 24,956 |
Diluted earnings per common share | $ 0.12 | $ 0.27 | $ 0.97 | $ 0.27 | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ 1.64 | $ 1.95 | $ 0.51 |
Assets | |||||||||||
Accounts receivable, net | $ 73,073 | $ 79,783 | $ 73,073 | $ 79,783 | |||||||
Inventories | 830,426 | 851,931 | 830,426 | 851,931 | |||||||
Other current assets | 70,712 | 78,252 | 70,712 | 78,252 | |||||||
Liabilities | |||||||||||
Accrued expenses and other current liabilities | 282,029 | 285,537 | 282,029 | 285,537 | |||||||
Deferred taxes, net and other liabilities | 125,022 | 164,191 | 125,022 | 164,191 | |||||||
Equity | |||||||||||
Accumulated deficit | (468,048) | (479,166) | (468,048) | (479,166) | |||||||
Reported Balance | |||||||||||
Assets | |||||||||||
Accounts receivable, net | 79,783 | 79,783 | |||||||||
Inventories | 851,931 | 851,931 | |||||||||
Other current assets | 78,252 | 78,252 | |||||||||
Liabilities | |||||||||||
Accrued expenses and other current liabilities | 285,537 | 285,537 | |||||||||
Deferred taxes, net and other liabilities | 164,191 | 164,191 | |||||||||
Equity | |||||||||||
Accumulated deficit | (479,166) | (479,166) | |||||||||
Retail Segment | |||||||||||
Net sales: | |||||||||||
Net sales | 3,004,511 | 3,053,021 | $ 3,098,401 | ||||||||
Costs and Expenses | |||||||||||
Cost of sales | 1,691,963 | 1,710,060 | 1,744,605 | ||||||||
Retail Segment | Retail clothing product | |||||||||||
Net sales: | |||||||||||
Net sales | 2,454,747 | 2,439,817 | 2,445,922 | ||||||||
Costs and Expenses | |||||||||||
Cost of sales | 1,094,092 | 1,084,266 | 1,093,639 | ||||||||
Corporate Apparel Segment | |||||||||||
Net sales: | |||||||||||
Net sales | 235,391 | 251,325 | 280,302 | ||||||||
Costs and Expenses | |||||||||||
Cost of sales | 170,472 | 185,520 | $ 192,630 | ||||||||
ASU 2014-09 | |||||||||||
Assets | |||||||||||
Accounts receivable, net | 79,480 | 79,480 | |||||||||
Inventories | 834,094 | 834,094 | |||||||||
Other current assets | 81,005 | 81,005 | |||||||||
Liabilities | |||||||||||
Accrued expenses and other current liabilities | 317,915 | 317,915 | |||||||||
Deferred taxes, net and other liabilities | 152,250 | 152,250 | |||||||||
Equity | |||||||||||
Accumulated deficit | (514,990) | (514,990) | |||||||||
ASU 2014-09 | Reported Balance | |||||||||||
Costs and Expenses | |||||||||||
Selling, general and administrative expenses | 970,703 | ||||||||||
Provision for income taxes | 15,856 | ||||||||||
Net earnings (loss) | $ 67,907 | ||||||||||
Diluted earnings per common share | $ 1.34 | ||||||||||
Assets | |||||||||||
Accounts receivable, net | 74,932 | $ 74,932 | |||||||||
Inventories | 840,769 | 840,769 | |||||||||
Other current assets | 67,523 | 67,523 | |||||||||
Liabilities | |||||||||||
Accrued expenses and other current liabilities | 229,962 | 229,962 | |||||||||
Deferred taxes, net and other liabilities | 113,055 | 113,055 | |||||||||
Equity | |||||||||||
Accumulated deficit | (447,557) | (447,557) | |||||||||
ASU 2014-09 | Impact of Adoption of ASU 606 | |||||||||||
Costs and Expenses | |||||||||||
Selling, general and administrative expenses | (3,351) | ||||||||||
Provision for income taxes | (3,580) | ||||||||||
Net earnings (loss) | $ (15,333) | ||||||||||
Diluted earnings per common share | $ (0.30) | ||||||||||
Assets | |||||||||||
Accounts receivable, net | 1,859 | (303) | $ 1,859 | (303) | |||||||
Inventories | 10,343 | (17,837) | 10,343 | (17,837) | |||||||
Other current assets | (3,189) | 2,753 | (3,189) | 2,753 | |||||||
Liabilities | |||||||||||
Accrued expenses and other current liabilities | (52,067) | 32,378 | (52,067) | 32,378 | |||||||
Deferred taxes, net and other liabilities | (11,967) | (11,941) | (11,967) | (11,941) | |||||||
Equity | |||||||||||
Accumulated deficit | $ 20,491 | $ (35,824) | 20,491 | $ (35,824) | |||||||
ASU 2014-09 | Retail Segment | Reported Balance | |||||||||||
Net sales: | |||||||||||
Net sales | 2,979,703 | ||||||||||
Costs and Expenses | |||||||||||
Cost of sales | 1,690,986 | ||||||||||
ASU 2014-09 | Retail Segment | Impact of Adoption of ASU 606 | |||||||||||
Net sales: | |||||||||||
Net sales | (24,808) | ||||||||||
Costs and Expenses | |||||||||||
Cost of sales | (977) | ||||||||||
ASU 2014-09 | Corporate Apparel Segment | Reported Balance | |||||||||||
Net sales: | |||||||||||
Net sales | 243,610 | ||||||||||
Costs and Expenses | |||||||||||
Cost of sales | 177,124 | ||||||||||
ASU 2014-09 | Corporate Apparel Segment | Impact of Adoption of ASU 606 | |||||||||||
Net sales: | |||||||||||
Net sales | 8,219 | ||||||||||
Costs and Expenses | |||||||||||
Cost of sales | $ 6,652 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Nov. 03, 2018 | Feb. 02, 2019 | Feb. 03, 2018 | |
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the period | $ 120,292 | $ 117,026 | |
Goodwill impairment charge | $ (24,000) | (23,991) | (1,500) |
Goodwill of divested business | (13,588) | ||
Goodwill of acquired business | 695 | ||
Translation adjustment | (3,222) | 4,071 | |
Balance at the end of the period | 79,491 | 120,292 | |
Accumulated goodwill impairment | $ 804,000 | 780,000 | |
Weighted average cost of capital | 13.50% | ||
Change in basis points | 1.00% | ||
Retail Segment | |||
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the period | $ 94,305 | 94,511 | |
Goodwill impairment charge | (1,500) | ||
Goodwill of divested business | (13,588) | ||
Translation adjustment | (1,226) | 1,294 | |
Balance at the end of the period | 79,491 | 94,305 | |
Accumulated goodwill impairment | 780,000 | ||
Corporate Apparel Segment | |||
Changes in the net carrying amount of goodwill | |||
Balance at the beginning of the period | 25,987 | 22,515 | |
Goodwill impairment charge | $ (24,000) | (23,991) | |
Goodwill of acquired business | 695 | ||
Translation adjustment | (1,996) | 2,777 | |
Balance at the end of the period | $ 25,987 | ||
Accumulated goodwill impairment | $ 24,000 | ||
Minimum | |||
Changes in the net carrying amount of goodwill | |||
Earning multiple | 5.5 | ||
Maximum | |||
Changes in the net carrying amount of goodwill | |||
Earning multiple | 8 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Amortizable intangible assets: | ||
Carrying amount | $ 54,464 | $ 58,215 |
Accumulated amortization | (34,809) | (33,560) |
Total amortizable intangible assets, net | 19,655 | 24,655 |
Indefinite-lived intangible assets: | ||
Trademarks and tradename | 144,246 | 144,332 |
Total intangible assets, net | 163,901 | 168,987 |
Trademarks, tradenames and franchise agreements | ||
Amortizable intangible assets: | ||
Carrying amount | 16,067 | 16,273 |
Accumulated amortization | (10,796) | (10,558) |
Favorable leases | ||
Amortizable intangible assets: | ||
Carrying amount | 11,844 | 13,229 |
Accumulated amortization | (5,162) | (5,010) |
Customer relationships | ||
Amortizable intangible assets: | ||
Carrying amount | 26,553 | 28,713 |
Accumulated amortization | $ (18,851) | $ (17,992) |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Intangible asset amortization expense | |||
Pre-tax amortization expense associated with intangible assets | $ 3.9 | $ 4.2 | $ 4.8 |
Pre-tax amortization expense estimated for fiscal year 2019 | 3.6 | ||
Pre-tax amortization expense estimated for fiscal year 2020 | 3.5 | ||
Pre-tax amortization expense estimated for fiscal year 2021 | 3.4 | ||
Pre-tax amortization expense estimated for fiscal year 2022 | 2.1 | ||
Pre-tax amortization expense estimated for fiscal year 2023 | $ 0.9 |
INCOME TAXES - Earnings before
INCOME TAXES - Earnings before Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Earnings (loss) before income taxes | |||
United States | $ 72,397 | $ 90,399 | $ (9,986) |
Foreign | 30,279 | 44,555 | 41,567 |
Earnings before income taxes | $ 102,676 | $ 134,954 | $ 31,581 |
INCOME TAXES - Components (Deta
INCOME TAXES - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Current tax expense: | |||
Federal | $ 6,757 | $ 25,701 | $ 18,545 |
State | 4,802 | 5,067 | 912 |
Foreign | 15,886 | 13,246 | 11,156 |
Deferred tax (benefit) expense: | |||
Federal and state | (2,929) | (21,187) | (23,135) |
Foreign | (5,080) | 15,424 | (853) |
Total | $ 19,436 | $ 38,251 | $ 6,625 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Feb. 02, 2019 | Feb. 02, 2019 | Dec. 31, 2018 | Feb. 03, 2018 | Dec. 31, 2017 | Jan. 28, 2017 | |
Effective tax rate reconciliation | ||||||
Federal statutory rate (as a percent) | 21.00% | 21.00% | 33.70% | 35.00% | 35.00% | |
Period for one-time transition tax on certain unrepatriated earnings of non-U.S. subsidiaries | 8 years | |||||
Provisional discrete net tax benefit | $ 6.1 | $ 0.3 | ||||
State income taxes, net of federal benefit (as a percent) | 4.60% | 1.20% | (5.60%) | |||
Uncertain tax positions ( as a percent) | (0.50%) | (13.60%) | 1.00% | |||
Foreign tax rate differential (as a percent) | 4.80% | (2.90%) | (14.30%) | |||
Amortizable tax goodwill (as a percent) | (0.40%) | (1.10%) | (5.00%) | |||
GILTI | 2.00% | |||||
Valuation allowance (as a percent) | 1.20% | 7.10% | 10.30% | |||
Tax credits (as a percent) | (6.80%) | (9.60%) | (3.40%) | |||
Impact of change to Permanently reinvested foreign earnings | 1.20% | 12.80% | ||||
Impact of Tax Reform Act | (5.90%) | (0.20%) | ||||
Inventory donations | (1.90%) | (1.20%) | (2.90%) | |||
Impact of change to stock-based awards | 2.10% | |||||
Adjustments to net tax accruals (as a percent) | 4.40% | |||||
Other (as a percent) | (0.40%) | 1.50% | ||||
Effective income tax rate (as a percent) | 18.90% | 28.30% | 21.00% |
INCOME TAXES - Operating Loss C
INCOME TAXES - Operating Loss Carryforwards (Details) $ in Millions | Feb. 02, 2019USD ($) |
Federal | |
NOL carryforwards | |
NOL carryforwards | $ 9.5 |
State | |
NOL carryforwards | |
NOL carryforwards | 178.7 |
Foreign | |
NOL carryforwards | |
NOL carryforwards | $ 0.1 |
INCOME TAXES - Tax Credit Carry
INCOME TAXES - Tax Credit Carryforwards (Details) $ in Millions | Feb. 02, 2019USD ($) |
Foreign | |
Tax credit carryforwards | |
Tax credit carryforwards | $ 16.5 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Deferred tax assets: | ||
Accrued rent and other expenses | $ 36,347 | $ 31,574 |
Accrued compensation | 17,667 | 16,475 |
Accrued inventory markdowns | 5,654 | 3,616 |
Other | 8,175 | 608 |
Tax loss and other carryforwards | 32,030 | 28,605 |
Total deferred tax assets | 99,873 | 80,878 |
Valuation allowance | (20,686) | (19,472) |
Net deferred tax assets | 79,187 | 61,406 |
Deferred tax liabilities: | ||
Property and equipment | (47,287) | (46,089) |
Capitalized inventory costs | (12,538) | (17,950) |
Intangibles | (41,176) | (43,686) |
Investment in foreign subsidiaries | (12,321) | (17,314) |
Other | (8,863) | (5,192) |
Total deferred tax liabilities | (122,185) | (130,231) |
Net deferred tax liabilities | $ (42,998) | $ (68,825) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 02, 2019 | Feb. 03, 2018 | |
INCOME TAXES | ||
Accrued interest related to uncertain tax positions | $ 100 | $ 200 |
Summary of uncertain tax positions | ||
Gross uncertain tax positions, beginning balance | 1,154 | 19,450 |
Increase in tax positions for prior years | 156 | |
Decrease in tax positions for prior years | (535) | (17,908) |
Increase in tax positions for current year | 300 | |
Settlements | (350) | |
Lapse from statute of limitations | (494) | |
Gross uncertain tax positions, ending balance | 619 | $ 1,154 |
Unrecognized tax benefits that would impact effective tax rate | $ 600 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
INVENTORIES | ||
Finished goods | $ 682,610 | $ 739,668 |
Raw materials and merchandise components | 147,816 | 112,263 |
Total inventories | $ 830,426 | $ 851,931 |
OTHER CURRENT ASSETS, ACCRUED_3
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Other current assets | ||
Prepaid expenses | $ 56,361 | $ 47,545 |
Tax receivable | 584 | 20,368 |
Other | 13,767 | 10,339 |
Total other current assets | 70,712 | 78,252 |
Accrued expenses and other current liabilities | ||
Accrued salary, bonus, sabbatical, vacation and other benefits | 81,503 | 84,767 |
Loyalty program liabilities | 44,434 | 9,106 |
Customer deposits, prepayments and refunds payable | 40,620 | 59,633 |
Contract with Customer, Refund Liability, Current | 6,400 | |
Unredeemed gift cards | 32,178 | 39,609 |
Sales, value added, payroll, property and other taxes payable | 25,547 | 29,409 |
Accrued workers compensation and medical costs | 23,974 | 25,244 |
Accrued dividends | 10,480 | 11,128 |
Accrued interest | 1,828 | 3,281 |
Accrued royalties | 1,286 | 5,032 |
Other | 20,179 | 18,328 |
Total accrued expenses and other current liabilities | 282,029 | 285,537 |
Deferred taxes and other liabilities | ||
Deferred rent and landlord incentives | 57,505 | 60,136 |
Deferred and other income tax liabilities, net | 53,479 | 95,314 |
Unfavorable lease liabilities | 1,797 | 2,910 |
Other | 12,241 | 5,831 |
Total deferred taxes, net and other liabilities | $ 125,022 | $ 164,191 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | $ 2,192 | ||
Balance at the end of the period | 3,631 | $ 2,192 | |
Accumulated Other Comprehensive Loss | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | (10,782) | (40,083) | $ (28,486) |
Other comprehensive (loss) income before reclassifications | (24,896) | 25,677 | (12,906) |
Amounts reclassified from accumulated other comprehensive loss | 1,699 | 3,624 | 1,309 |
Net current-period other comprehensive (loss) income | (23,197) | 29,301 | (11,597) |
Balance at the end of the period | (33,979) | (10,782) | (40,083) |
Foreign Currency Translation | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | (11,116) | (40,205) | (26,659) |
Other comprehensive (loss) income before reclassifications | (18,704) | 29,089 | (13,546) |
Net current-period other comprehensive (loss) income | (18,704) | 29,089 | (13,546) |
Balance at the end of the period | (29,820) | (11,116) | (40,205) |
Cash Flow Hedges | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | 145 | (82) | (2,007) |
Other comprehensive (loss) income before reclassifications | (6,158) | (3,397) | 616 |
Amounts reclassified from accumulated other comprehensive loss | 1,699 | 3,624 | 1,309 |
Net current-period other comprehensive (loss) income | (4,459) | 227 | 1,925 |
Balance at the end of the period | (4,314) | 145 | (82) |
Pension Plan | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | 189 | 204 | 180 |
Other comprehensive (loss) income before reclassifications | (34) | (15) | 24 |
Net current-period other comprehensive (loss) income | (34) | (15) | 24 |
Balance at the end of the period | $ 155 | $ 189 | $ 204 |
DIVIDENDS (Details)
DIVIDENDS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Feb. 02, 2019 | Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
DIVIDENDS | |||||||||||||||
Cash dividends paid | $ 36,946 | $ 35,761 | $ 35,240 | ||||||||||||
Cash dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.72 | $ 0.72 | $ 0.72 |
EQUITY AND SHARE-BASED COMPEN_3
EQUITY AND SHARE-BASED COMPENSATION PLANS - Preferred Stock (Details) - shares | Feb. 02, 2019 | Feb. 03, 2018 |
Preferred Stock | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
EQUITY AND SHARE-BASED COMPEN_4
EQUITY AND SHARE-BASED COMPENSATION PLANS - Stock Plans (Details) - shares | 12 Months Ended | |
Feb. 02, 2019 | Feb. 03, 2018 | |
Stock Options | ||
Stock Plans | ||
Exercise period from date of grant (in years) | 10 years | |
Existing Plans | ||
Stock Plans | ||
Number of shares reserved for future issuance | 9,140,598 | |
2016 LTIP | ||
Stock Plans | ||
Maximum number of common stock shares that may be granted | 9,300,000 | |
Number of shares available for grant | 6,612,534 |
EQUITY AND SHARE-BASED COMPEN_5
EQUITY AND SHARE-BASED COMPENSATION PLANS - Vesting and Awards Other than Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Additional information | |||
Fair value of shares vested | $ 17.2 | $ 11.6 | $ 11.1 |
Non-Vested Deferred Stock Units and Restricted Stock units | Minimum | |||
Share-based compensation | |||
Vesting period (in years) | 1 year | ||
Non-Vested Deferred Stock Units and Restricted Stock units | Maximum | |||
Share-based compensation | |||
Vesting period (in years) | 3 years | ||
Deferred stock units | |||
Awards | |||
Granted (in shares) | 941,328 | 1,015,236 | 1,315,140 |
Weighted-Average Grant-Date Fair Value | |||
Granted (in dollars per share) | $ 26.81 | $ 11.47 | $ 18.61 |
Additional information | |||
Shares relinquished for tax withholding | 284,220 | ||
Intrinsic value of nonvested shares | $ 16 | ||
Unrecognized compensation cost | |||
Unrecognized compensation cost, non-vested awards | $ 15.8 | ||
Compensation recognition period, non-vested awards | 1 year 4 months 24 days | ||
Time-Based DSUs | |||
Awards | |||
Non-Vested at the beginning of the period (in shares) | 1,014,689 | ||
Granted (in shares) | 686,433 | ||
Vested (in shares) | (603,394) | ||
Forfeited (in shares) | (158,642) | ||
Non-Vested at the end of the period (in shares) | 939,086 | 1,014,689 | |
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $ 18.13 | ||
Granted (in dollars per share) | 26.25 | ||
Vested (in dollars per share) | 21.15 | ||
Forfeited (in dollars per share) | 19.66 | ||
Non-Vested at the end of the period (in dollars per share) | $ 22.60 | $ 18.13 | |
Performance-Based DSUs | |||
Awards | |||
Non-Vested at the beginning of the period (in shares) | 993,631 | ||
Granted (in shares) | 254,895 | ||
Vested (in shares) | (180,997) | ||
Forfeited (in shares) | (730,623) | ||
Non-Vested at the end of the period (in shares) | 336,906 | 993,631 | |
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $ 19.55 | ||
Granted (in dollars per share) | 28.33 | ||
Vested (in dollars per share) | 24.44 | ||
Forfeited (in dollars per share) | 21.84 | ||
Non-Vested at the end of the period (in dollars per share) | $ 18.59 | $ 19.55 | |
Restricted Stock | |||
Weighted-Average Grant-Date Fair Value | |||
Granted (in dollars per share) | $ 17.37 | ||
Additional information | |||
Fair value of shares vested | $ 0.6 | $ 0.7 | |
Outstanding shares of restricted stock | 0 | 0 | |
Granted (in shares) | 18,646 | ||
Stock Options | |||
Unrecognized compensation cost | |||
Compensation recognition period, non-vested awards | 1 year 4 months 24 days | ||
Stock Options | Minimum | |||
Share-based compensation | |||
Vesting period (in years) | 1 year | ||
Three year anniversary | Performance units | |||
Share-based compensation | |||
Vesting period (in years) | 3 years | ||
Vesting percentage | 100.00% |
EQUITY AND SHARE BASED COMPENSA
EQUITY AND SHARE BASED COMPENSATION PLANS- Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 1,527,176 | ||
Granted (in shares) | 232,430 | ||
Exercised (in shares) | (256,111) | ||
Forfeited (in shares) | (210,327) | ||
Expired (in shares) | (41,096) | ||
Outstanding at the end of the period (in shares) | 1,252,072 | 1,527,176 | |
Vested and expected to vest at end of the period (in shares) | 1,241,193 | ||
Exercisable at the end of the period (in shares) | 676,059 | ||
Weighted-Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 21.97 | ||
Granted (in dollars per share) | 28.09 | ||
Exercised (in dollars per share) | 19.22 | ||
Forfeited (in dollars per share) | 16.42 | ||
Expired (in dollars per share) | 51.18 | ||
Outstanding at the end of the period (in dollars per share) | 23.64 | $ 21.97 | |
Vested and expected to vest at end of the period (in dollars per share) | 23.65 | ||
Exercisable at the end of the period (in dollars per share) | $ 28.33 | ||
Additional disclosures | |||
Outstanding at the end of the period, Remaining Contractual Term (in years) | 7 years 2 months 12 days | ||
Outstanding at the end of the period, Intrinsic Value | $ 391 | ||
Vested and excepted to vest, Weighted-Average Remaining Contractual Term (in years) | 7 years 2 months 12 days | ||
Vested and expected to vest at end of the period, Aggregate Intrinsic Value | $ 387 | ||
Exercisable at the end of the period, Remaining Contractual Term (in years) | 6 years 2 months 12 days | ||
Exercisable at the end of the period, Intrinsic Value | $ 129 | ||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ 10.29 | $ 3.86 | $ 5.18 |
Assumptions used to value stock options | |||
Risk-free interest rate (as a percent) | 2.70% | 1.75% | 1.22% |
Expected lives (in years) | 5 years | 5 years | 5 years |
Dividend yield (as a percent) | 4.21% | 4.69% | 4.13% |
Expected volatility (as a percent) | 56.55% | 55.12% | 47.95% |
Intrinsic value of option exercised | $ 1,700 | $ 100 | $ 100 |
Unrecognized compensation cost | |||
Unrecognized compensation cost, non-vested awards | $ 2,200 | ||
Compensation recognition period, non-vested awards | 1 year 4 months 24 days |
EQUITY AND SHARE-BASED COMPEN_6
EQUITY AND SHARE-BASED COMPENSATION PLANS - Cash Settled Awards (Details) - Cash Settled Awards - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |
Feb. 02, 2019 | Feb. 03, 2018 | |
Share-based compensation | ||
Vesting period (in years) | 3 years | |
Liability associated with the cash settled awards | $ 3.8 | $ 4.6 |
Awards | ||
Non-Vested at the beginning of the period (in shares) | 8,353 | |
Vested (in shares) | (2,702) | |
Forfeited (in shares) | (579) | |
Non-Vested at the end of the period (in shares) | 5,072 | 8,353 |
Unrecognized compensation cost | ||
Unrecognized compensation cost, non-vested awards | $ 1.5 | |
Compensation recognition period, non-vested awards | 1 year | |
Accrued expenses and other current liabilities | ||
Share-based compensation | ||
Liability associated with the cash settled awards | $ 2.4 | $ 2.8 |
Other Liabilities | ||
Share-based compensation | ||
Liability associated with the cash settled awards | $ 1.4 | $ 1.8 |
RETIREMENT AND STOCK PURCHASE_2
RETIREMENT AND STOCK PURCHASE PLANS - 401K (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
RETIREMENT AND STOCK PURCHASE PLANS | |||
Charge to operations for the 401(k) matching contributions | $ 2.7 | $ 2.7 | $ 1.4 |
RETIREMENT AND STOCK PURCHASE_3
RETIREMENT AND STOCK PURCHASE PLANS - ESPP (Details) - USD ($) | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Stock Plans | |||
Share-based compensation expense | $ 18,100,000 | $ 25,200,000 | $ 17,400,000 |
Employee Stock Purchase Plan (ESPP) | |||
Stock Plans | |||
Purchase price percentage of fair market value | 85.00% | ||
Number of shares available for purchase | 1,000,000 | ||
Total of shares available for purchase under ESPP | 3,137,500 | ||
Contributions of plan pay all brokerage, service and other costs incurred | $ 0 | ||
Maximum shares allowable to purchase in each quarter per participant | 125 | ||
Number of shares purchased by employees | 103,081 | 167,673 | 167,237 |
Weighted-average share price of shares purchased (in dollars per share) | $ 16.76 | $ 10.74 | $ 11.66 |
Share-based compensation expense | $ 600,000 | $ 600,000 | $ 500,000 |
Number of shares reserved for future issuance | 1,127,875 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring and Non-Recurring (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Nov. 03, 2018 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Liabilities: | ||||
Asset impairment charges | $ 1,026 | $ 3,547 | $ 19,358 | |
Goodwill impairment charge | $ 24,000 | 23,991 | 1,500 | |
Proceeds from sales of property and equipment | 5,480 | 617 | ||
Level 2 | Store locations to be closed and underperforming stores | ||||
Liabilities: | ||||
Asset impairment charges | 2,900 | |||
Proceeds from sales of property and equipment | 2,100 | |||
Level 3 | Store locations to be closed and underperforming stores | ||||
Liabilities: | ||||
Asset impairment charges | 1,000 | 3,500 | 16,500 | |
Estimated fair value of impaired long-lived assets | 600 | 700 | $ 900 | |
Recurring | ||||
Assets: | ||||
Derivative financial instruments | 3,074 | 4,019 | ||
Liabilities: | ||||
Derivative financial instruments | 9,307 | 2,307 | ||
Recurring | Level 2 | ||||
Assets: | ||||
Derivative financial instruments | 3,074 | 4,019 | ||
Liabilities: | ||||
Derivative financial instruments | 9,307 | 2,307 | ||
MW Cleaners business | Disposed of by sale | Level 2 | ||||
Liabilities: | ||||
Goodwill impairment charge | $ 1,500 | |||
Cost of sales | ||||
Liabilities: | ||||
Asset impairment charges | $ 4,000 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Instruments (Details) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Fair Value of Financial Instruments | ||
Term Loan and Senior Notes, carrying value | $ 1,164,861 | $ 1,396,808 |
Deferred financing costs | 3,200 | 14,900 |
Reported Value Measurement [Member] | Term Loan and Senior Notes | Level 1 and Level 2 | ||
Fair Value of Financial Instruments | ||
Term Loan and Senior Notes, carrying value | 1,116,361 | 1,396,808 |
Estimate of Fair Value Measurement [Member] | Term Loan and Senior Notes | Level 1 and Level 2 | ||
Fair Value of Financial Instruments | ||
Term Loan and Senior Notes, Estimated Fair Value | $ 1,120,296 | $ 1,407,449 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS - Designated Interest Rate Swap (Details) - Designated as hedging instruments - USD ($) $ in Millions | 12 Months Ended | |||
Feb. 02, 2019 | Feb. 03, 2018 | Jun. 30, 2018 | Apr. 30, 2017 | |
Interest rate swap | ||||
Derivative Financial Instruments | ||||
Fair value of the interest rate swap | $ (6.3) | $ 3.7 | ||
Hedge ineffectiveness | 0 | 0 | ||
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | (0.1) | |||
Interest rate swap matures in June 2021 | ||||
Derivative Financial Instruments | ||||
Notional amount | $ 330 | $ 260 | ||
Fixed rate payable (as a percent) | 5.31% | |||
Applicable margin included in fixed rate (as a percent) | 3.25% | |||
Interest rate swap matures in June 2021 | LIBOR | ||||
Derivative Financial Instruments | ||||
Period for interest rate basis for variable rate receivable | 1 month | |||
Interest rate swap matures in April 2025 | ||||
Derivative Financial Instruments | ||||
Notional amount | $ 385 | $ 320 | ||
Fixed rate payable (as a percent) | 6.18% | |||
Applicable margin included in fixed rate (as a percent) | 3.25% | |||
Interest rate swap matures in April 2025 | LIBOR | ||||
Derivative Financial Instruments | ||||
Period for interest rate basis for variable rate receivable | 1 month | |||
Other assets | Interest rate swap | ||||
Derivative Financial Instruments | ||||
Derivative asset | $ 1.4 | 3.8 | ||
Current assets | Interest rate swap | ||||
Derivative Financial Instruments | ||||
Derivative asset | 0.1 | |||
Other current assets | Interest rate swap | ||||
Derivative Financial Instruments | ||||
Derivative asset | 1.6 | |||
Accrued expenses and other current liabilities | Interest rate swap | ||||
Derivative Financial Instruments | ||||
Derivative liability | 1.7 | $ 0.2 | ||
Other Liabilities | Interest rate swap | ||||
Derivative Financial Instruments | ||||
Derivative liability | $ 7.6 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Designated Foreign Exchange (Details) - USD ($) $ in Millions | 12 Months Ended | |
Feb. 02, 2019 | Feb. 03, 2018 | |
Foreign exchange forward | Designated as hedging instruments | United Kingdom, Pounds | ||
Derivative Financial Instruments | ||
Notional amount | $ 25 | |
Foreign exchange forward | Designated as hedging instruments | Euro Member Countries, Euro | ||
Derivative Financial Instruments | ||
Notional amount | 8 | |
Foreign exchange contract | Designated as hedging instruments | ||
Derivative Financial Instruments | ||
Derivative asset | 0.1 | |
Net derivative liability | $ 1.7 | |
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | 1 | |
Foreign exchange contract | Designated as hedging instruments | Other current assets | ||
Derivative Financial Instruments | ||
Derivative asset | 0.2 | |
Foreign exchange contract | Designated as hedging instruments | Accrued expenses and other current liabilities | ||
Derivative Financial Instruments | ||
Derivative liability | $ 1.9 | |
Foreign exchange contract | Not designated as hedging instrument | Canada, Dollars | ||
Derivative Financial Instruments | ||
Notional amount | $ 7.8 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Not Designated (Details) - instrument | Feb. 02, 2019 | Feb. 03, 2018 |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Number of derivative financial instruments with credit-risk-related contingent features | 0 | 0 |
SEGMENT REPORTING - Number of S
SEGMENT REPORTING - Number of Segments (Details) | 12 Months Ended |
Feb. 02, 2019segment | |
Segment reporting | |
Number of reportable segments | 2 |
Retail Segment | |
Segment reporting | |
Number of operating segments | 4 |
SEGMENT REPORTING - Sales by Se
SEGMENT REPORTING - Sales by Segment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2019USD ($) | Nov. 03, 2018USD ($) | Aug. 04, 2018USD ($) | May 05, 2018USD ($) | Feb. 03, 2018USD ($) | Oct. 28, 2017USD ($) | Jul. 29, 2017USD ($)store | Apr. 29, 2017USD ($) | Feb. 02, 2019USD ($) | Feb. 03, 2018USD ($) | Jan. 28, 2017USD ($) | |
Net sales: | |||||||||||
Total net sales | $ 785,761 | $ 812,747 | $ 823,430 | $ 817,964 | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 3,239,902 | $ 3,304,346 | $ 3,378,703 |
Number of shops closed | store | 170 | ||||||||||
Retail Segment | |||||||||||
Net sales: | |||||||||||
Total net sales | 3,004,511 | 3,053,021 | 3,098,401 | ||||||||
Retail Segment | Men's Wearhouse | |||||||||||
Net sales: | |||||||||||
Total net sales | 1,741,983 | 1,742,668 | 1,770,968 | ||||||||
Retail Segment | Jos. A. Bank | |||||||||||
Net sales: | |||||||||||
Total net sales | 722,887 | 735,149 | 749,869 | ||||||||
Retail Segment | K&G | |||||||||||
Net sales: | |||||||||||
Total net sales | 319,476 | 323,994 | 329,954 | ||||||||
Retail Segment | Moores | |||||||||||
Net sales: | |||||||||||
Total net sales | 217,614 | 216,366 | 214,470 | ||||||||
Retail Segment | MW Cleaners | |||||||||||
Net sales: | |||||||||||
Total net sales | 2,551 | 34,844 | 33,140 | ||||||||
Corporate Apparel Segment | |||||||||||
Net sales: | |||||||||||
Total net sales | $ 235,391 | $ 251,325 | $ 280,302 |
SEGMENT REPORTING - Operating I
SEGMENT REPORTING - Operating Income Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | ||||||
Operating income | $ 211,939 | $ 229,416 | $ 132,826 | |||
Interest income | 563 | 564 | 167 | |||
Interest expense | (79,573) | (100,471) | (103,149) | |||
(Loss) gain on extinguishment of debt, net | $ (9,400) | $ (8,100) | $ (11,900) | (30,253) | 5,445 | 1,737 |
Earnings before income taxes | 102,676 | 134,954 | 31,581 | |||
Shared services | ||||||
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | ||||||
Operating income | (190,098) | (193,168) | (200,772) | |||
Retail Segment | Reportable segments | ||||||
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | ||||||
Operating income | 418,062 | 411,258 | 308,283 | |||
Corporate Apparel Segment | Reportable segments | ||||||
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | ||||||
Operating income | $ (16,025) | $ 11,326 | $ 25,315 |
SEGMENT REPORTING - Additional
SEGMENT REPORTING - Additional Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Segment reporting | |||
Capital expenditures | $ 82,286 | $ 94,958 | $ 99,694 |
Depreciation and amortization expense | 104,216 | 106,493 | 115,205 |
Reportable segments | Retail Segment | |||
Segment reporting | |||
Capital expenditures | 56,545 | 56,133 | 39,059 |
Depreciation and amortization expense | 79,113 | 79,579 | 75,284 |
Reportable segments | Corporate Apparel Segment | |||
Segment reporting | |||
Capital expenditures | 3,744 | 3,663 | 3,440 |
Depreciation and amortization expense | 6,501 | 6,197 | 5,940 |
Shared services | |||
Segment reporting | |||
Capital expenditures | 21,997 | 35,162 | 57,195 |
Depreciation and amortization expense | $ 18,602 | $ 20,717 | $ 33,981 |
SEGMENT REPORTING - Assets by S
SEGMENT REPORTING - Assets by Segment (Details) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Segment reporting | ||
Segment assets | $ 1,820,490 | $ 1,999,955 |
Reportable segments | Retail Segment | ||
Segment reporting | ||
Segment assets | 1,375,902 | 1,434,992 |
Reportable segments | Corporate Apparel Segment | ||
Segment reporting | ||
Segment assets | 175,488 | 222,872 |
Shared services | ||
Segment reporting | ||
Segment assets | $ 269,100 | $ 342,091 |
SEGMENT REPORTING - Geographic
SEGMENT REPORTING - Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2019 | Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Information related to geographic areas | |||||||||||
Net sales | $ 785,761 | $ 812,747 | $ 823,430 | $ 817,964 | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 3,239,902 | $ 3,304,346 | $ 3,378,703 |
Long-lived assets, net (including rental product) | 538,942 | 584,404 | 538,942 | 584,404 | |||||||
US | |||||||||||
Information related to geographic areas | |||||||||||
Net sales | 2,838,577 | 2,893,689 | 2,973,177 | ||||||||
Long-lived assets, net (including rental product) | 489,483 | 531,915 | 489,483 | 531,915 | |||||||
International | |||||||||||
Information related to geographic areas | |||||||||||
Net sales | 401,325 | 410,657 | $ 405,526 | ||||||||
Long-lived assets, net (including rental product) | $ 49,459 | $ 52,489 | $ 49,459 | $ 52,489 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
COMMITMENTS AND CONTINGENCIES | |||
Rent expense for operating leases | $ 251,000 | $ 254,500 | $ 261,500 |
Contingent rentals | 1,800 | 2,100 | 2,000 |
Sublease rentals | 900 | $ 1,200 | $ 1,300 |
Minimum future rental payments under noncancelable operating leases | |||
2019 | 239,711 | ||
2020 | 209,596 | ||
2021 | 175,962 | ||
2022 | 134,208 | ||
2023 | 88,187 | ||
Thereafter | 141,084 | ||
Total | 988,748 | ||
Minimum sublease rent income | $ 800 |
CONDENSED CONSOLIDATING INFOR_3
CONDENSED CONSOLIDATING INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | Jun. 18, 2014 | |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 55,431 | $ 103,607 | ||
Accounts receivable, net | 73,073 | 79,783 | ||
Inventories | 830,426 | 851,931 | ||
Other current assets | 70,712 | 78,252 | ||
Total current assets | 1,029,642 | 1,113,573 | ||
Property and equipment, net | 439,172 | 460,674 | ||
Rental product, net | 99,770 | 123,730 | ||
Goodwill | 79,491 | 120,292 | $ 117,026 | |
Intangible assets, net | 163,901 | 168,987 | ||
Other assets | 8,514 | 12,699 | ||
Total assets | 1,820,490 | 1,999,955 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 228,979 | 145,106 | ||
Accrued expenses and other current liabilities | 297,997 | 291,658 | ||
Current portion of long-term debt | 11,619 | 7,000 | ||
Total current liabilities | 538,595 | 443,764 | ||
Long-term debt, net | 1,153,242 | 1,389,808 | ||
Deferred taxes, net and other liabilities | 125,022 | 164,191 | ||
Shareholders' (deficit) equity | 3,631 | 2,192 | ||
Total liabilities and shareholders' (deficit) equity | 1,820,490 | 1,999,955 | ||
Eliminations | ||||
CURRENT ASSETS: | ||||
Accounts receivable, net | (297,969) | (370,830) | ||
Other current assets | (5,270) | |||
Total current assets | (303,239) | (370,830) | ||
Investments in subsidiaries | (1,394,062) | (1,553,105) | ||
Other assets | (4,800) | (81,135) | ||
Total assets | (1,702,101) | (2,005,070) | ||
CURRENT LIABILITIES: | ||||
Accounts payable | (297,969) | (370,830) | ||
Accrued expenses and other current liabilities | (5,270) | |||
Total current liabilities | (303,239) | (370,830) | ||
Deferred taxes, net and other liabilities | (4,800) | (81,135) | ||
Shareholders' (deficit) equity | (1,394,062) | (1,553,105) | ||
Total liabilities and shareholders' (deficit) equity | (1,702,101) | (2,005,070) | ||
Senior Notes | ||||
Condensed Consolidating Balance Sheet | ||||
Aggregate principal amount of debt issued | $ 600,000 | $ 600,000 | ||
Interest rate (as a percent) | 7.00% | 7.00% | ||
Tailored Brands, Inc. | Reportable Legal Entities | ||||
CURRENT ASSETS: | ||||
Other current assets | 3,666 | |||
Total current assets | 3,666 | |||
Investments in subsidiaries | $ 160,057 | 128,458 | ||
Total assets | 160,057 | 132,124 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 142,701 | 110,326 | ||
Accrued expenses and other current liabilities | 6,697 | 14,061 | ||
Total current liabilities | 149,398 | 124,387 | ||
Deferred taxes, net and other liabilities | 7,028 | 5,545 | ||
Shareholders' (deficit) equity | 3,631 | 2,192 | ||
Total liabilities and shareholders' (deficit) equity | 160,057 | 132,124 | ||
The Men's Wearhouse, Inc. | Reportable Legal Entities | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 970 | 51,818 | ||
Accounts receivable, net | 23,954 | 23,712 | ||
Inventories | 149,923 | 207,504 | ||
Other current assets | 30,699 | 26,951 | ||
Total current assets | 205,546 | 309,985 | ||
Property and equipment, net | 194,290 | 203,204 | ||
Rental product, net | 81,809 | 103,664 | ||
Goodwill | 6,160 | 6,160 | ||
Investments in subsidiaries | 1,234,005 | 1,424,647 | ||
Other assets | 7,590 | 11,183 | ||
Total assets | 1,729,400 | 2,058,843 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 201,799 | 281,838 | ||
Accrued expenses and other current liabilities | 146,683 | 87,597 | ||
Current portion of long-term debt | 11,619 | 7,000 | ||
Total current liabilities | 360,101 | 376,435 | ||
Long-term debt, net | 1,153,242 | 1,389,808 | ||
Deferred taxes, net and other liabilities | 56,000 | 164,142 | ||
Shareholders' (deficit) equity | 160,057 | 128,458 | ||
Total liabilities and shareholders' (deficit) equity | $ 1,729,400 | 2,058,843 | ||
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 | $ 1,496 | 2,180 | ||
Accounts receivable, net | 264,884 | 368,328 | ||
Inventories | 461,153 | 445,126 | ||
Other current assets | 37,969 | 38,217 | ||
Total current assets | 765,502 | 853,851 | ||
Property and equipment, net | 209,814 | 220,979 | ||
Rental product, net | 3,426 | 3,658 | ||
Goodwill | 52,128 | 67,010 | ||
Intangible assets, net | 153,712 | 155,438 | ||
Other assets | 665 | 805 | ||
Total assets | 1,185,247 | 1,301,741 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 69,485 | 57,756 | ||
Accrued expenses and other current liabilities | 109,654 | 155,813 | ||
Total current liabilities | 179,139 | 213,569 | ||
Deferred taxes, net and other liabilities | 45,069 | 46,641 | ||
Shareholders' (deficit) equity | 961,039 | 1,041,531 | ||
Total liabilities and shareholders' (deficit) equity | 1,185,247 | 1,301,741 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 52,965 | 49,609 | ||
Accounts receivable, net | 82,204 | 58,573 | ||
Inventories | 219,350 | 199,301 | ||
Other current assets | 7,314 | 9,418 | ||
Total current assets | 361,833 | 316,901 | ||
Property and equipment, net | 35,068 | 36,491 | ||
Rental product, net | 14,535 | 16,408 | ||
Goodwill | 21,203 | 47,122 | ||
Intangible assets, net | 10,189 | 13,549 | ||
Other assets | 5,059 | 81,846 | ||
Total assets | 447,887 | 512,317 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 112,963 | 66,016 | ||
Accrued expenses and other current liabilities | 40,233 | 34,187 | ||
Total current liabilities | 153,196 | 100,203 | ||
Deferred taxes, net and other liabilities | 21,725 | 28,998 | ||
Shareholders' (deficit) equity | 272,966 | 383,116 | ||
Total liabilities and shareholders' (deficit) equity | $ 447,887 | $ 512,317 |
CONDENSED CONSOLIDATING INFOR_4
CONDENSED CONSOLIDATING INFORMATION - Earnings (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2019 | Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Total net sales | $ 785,761 | $ 812,747 | $ 823,430 | $ 817,964 | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 3,239,902 | $ 3,304,346 | $ 3,378,703 |
Total cost of sales | 4,000 | 1,400 | 1,862,435 | 1,895,580 | 1,937,235 | ||||||
Total gross margin | 300,606 | 362,735 | 368,902 | 345,224 | 320,873 | 358,757 | 396,696 | 332,440 | 1,377,467 | 1,408,766 | 1,441,468 |
Operating expenses | 40,400 | 12,700 | 15,500 | 17,200 | 1,165,528 | 1,179,350 | 1,308,642 | ||||
Goodwill impairment charges | 24,000 | 23,991 | 1,500 | ||||||||
Operating income | 211,939 | 229,416 | 132,826 | ||||||||
Interest income | 563 | 564 | 167 | ||||||||
Interest expense | 79,573 | 100,471 | 103,149 | ||||||||
Interest (expense) income, net | (79,010) | (99,907) | (102,982) | ||||||||
(Loss) gain on extinguishment of debt | (9,400) | (8,100) | (11,900) | (30,253) | 5,445 | 1,737 | |||||
Earnings before income taxes | 102,676 | 134,954 | 31,581 | ||||||||
(Benefit) provision for income taxes | 19,436 | 38,251 | 6,625 | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 83,240 | 96,703 | 24,956 | ||||||||
Net earnings | $ 6,218 | $ 13,875 | $ 49,238 | $ 13,909 | $ (499) | $ 36,892 | $ 58,471 | $ 1,839 | 83,240 | 96,703 | 24,956 |
Comprehensive income (loss) | 60,043 | 126,004 | 13,359 | ||||||||
Eliminations | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Total net sales | (701,027) | (824,341) | (523,121) | ||||||||
Total cost of sales | (701,027) | (824,341) | (523,121) | ||||||||
Operating expenses | (56,263) | (146,663) | (95,433) | ||||||||
Operating income | 56,263 | 146,663 | 95,433 | ||||||||
Other income and expenses, net | (56,263) | (146,663) | (95,433) | ||||||||
Equity in (loss) earnings of subsidiaries | (20,707) | (156,963) | 49,552 | ||||||||
Net earnings | (20,707) | (156,963) | 49,552 | ||||||||
Comprehensive income (loss) | 2,490 | (186,264) | 61,149 | ||||||||
Tailored Brands, Inc. | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Operating expenses | 4,489 | 3,453 | 3,374 | ||||||||
Operating income | (4,489) | (3,453) | (3,374) | ||||||||
Interest (expense) income, net | (3,950) | (442) | (23) | ||||||||
Earnings before income taxes | (8,439) | (3,895) | (3,397) | ||||||||
(Benefit) provision for income taxes | (1,056) | (3,444) | (1,249) | ||||||||
(Loss) earnings before equity in net income of subsidiaries | (7,383) | (451) | (2,148) | ||||||||
Equity in (loss) earnings of subsidiaries | 90,623 | 97,154 | 27,104 | ||||||||
Net earnings | 83,240 | 96,703 | 24,956 | ||||||||
Comprehensive income (loss) | 60,043 | 126,004 | 13,359 | ||||||||
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Total net sales | 1,735,743 | 1,737,651 | 1,765,793 | ||||||||
Total cost of sales | 886,137 | 897,429 | 897,564 | ||||||||
Total gross margin | 849,606 | 840,222 | 868,229 | ||||||||
Operating expenses | 538,469 | 648,569 | 636,507 | ||||||||
Operating income | 311,137 | 191,653 | 231,722 | ||||||||
Interest (expense) income, net | (85,011) | (105,009) | (104,636) | ||||||||
(Loss) gain on extinguishment of debt | (30,253) | 5,445 | 1,737 | ||||||||
Earnings before income taxes | 195,873 | 92,089 | 128,823 | ||||||||
(Benefit) provision for income taxes | 35,334 | 54,744 | 25,063 | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 160,539 | 37,345 | 103,760 | ||||||||
Equity in (loss) earnings of subsidiaries | (69,916) | 59,809 | (76,656) | ||||||||
Net earnings | 90,623 | 97,154 | 27,104 | ||||||||
Comprehensive income (loss) | 83,146 | 100,186 | 28,427 | ||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Total net sales | 1,571,227 | 1,653,188 | 1,730,505 | ||||||||
Total cost of sales | 1,208,420 | 1,255,046 | 1,308,576 | ||||||||
Total gross margin | 362,807 | 398,142 | 421,929 | ||||||||
Operating expenses | 544,312 | 557,404 | 649,177 | ||||||||
Operating income | (181,505) | (159,262) | (227,248) | ||||||||
Other income and expenses, net | 55,582 | 145,002 | 89,433 | ||||||||
Interest (expense) income, net | 7,949 | 6,606 | 2,404 | ||||||||
Earnings before income taxes | (117,974) | (7,654) | (135,411) | ||||||||
(Benefit) provision for income taxes | (25,685) | (41,719) | (27,492) | ||||||||
(Loss) earnings before equity in net income of subsidiaries | (92,289) | 34,065 | (107,919) | ||||||||
Net earnings | (92,289) | 34,065 | (107,919) | ||||||||
Comprehensive income (loss) | (92,323) | 34,050 | (107,895) | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Total net sales | 633,959 | 737,848 | 405,526 | ||||||||
Total cost of sales | 468,905 | 567,446 | 254,216 | ||||||||
Total gross margin | 165,054 | 170,402 | 151,310 | ||||||||
Operating expenses | 134,521 | 116,587 | 115,017 | ||||||||
Operating income | 30,533 | 53,815 | 36,293 | ||||||||
Other income and expenses, net | 681 | 1,661 | 6,000 | ||||||||
Interest (expense) income, net | 2,002 | (1,062) | (727) | ||||||||
Earnings before income taxes | 33,216 | 54,414 | 41,566 | ||||||||
(Benefit) provision for income taxes | 10,843 | 28,670 | 10,303 | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 22,373 | 25,744 | 31,263 | ||||||||
Net earnings | 22,373 | 25,744 | 31,263 | ||||||||
Comprehensive income (loss) | $ 6,687 | $ 52,028 | $ 18,319 |
CONDENSED CONSOLIDATING INFOR_5
CONDENSED CONSOLIDATING INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | $ 322,672 | $ 350,768 | $ 242,628 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (82,286) | (94,958) | (99,694) |
Proceeds from divestiture of business | 17,755 | ||
Acquisition of business, net of cash | (457) | ||
Proceeds from sale of property and equipment | 5,480 | 617 | |
Net cash used in investing activities | (64,531) | (89,935) | (99,077) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on original term loan | (993,420) | (53,379) | (42,451) |
Proceeds from new term loan | 895,500 | ||
Payments on new term loan | (9,000) | ||
Proceeds from asset-based revolving credit facility | 655,500 | 276,300 | 609,537 |
Payments on asset-based revolving credit facility | (607,000) | (276,300) | (609,537) |
Repurchase and retirement of senior notes | (199,365) | (145,371) | (21,924) |
Deferred financing costs | (6,713) | (2,580) | |
Cash dividends paid | (36,946) | (35,761) | (35,240) |
Proceeds from issuance of common stock | 6,649 | 1,903 | 2,189 |
Tax payments related to vested deferred stock units | (7,901) | (1,687) | (1,362) |
Excess tax benefits from share-based plans | 11 | ||
Net cash used in financing activities | (302,696) | (236,875) | (98,777) |
Effect of exchange rate changes | (3,621) | 8,760 | (3,865) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (48,176) | 32,718 | 40,909 |
Balance at beginning of period | 103,607 | 70,889 | 29,980 |
Balance at end of period | 55,431 | 103,607 | 70,889 |
Eliminations | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | (36,946) | (35,761) | (35,240) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Intercompany activities | 246,835 | 360,635 | 110,280 |
Net cash used in investing activities | 246,835 | 360,635 | 110,280 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany activities | (209,889) | (324,874) | (75,040) |
Net cash used in financing activities | (209,889) | (324,874) | (75,040) |
Tailored Brands, Inc. | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 38,198 | 35,545 | 34,402 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash dividends paid | (36,946) | (35,761) | (35,240) |
Proceeds from issuance of common stock | 6,649 | 1,903 | 2,189 |
Tax payments related to vested deferred stock units | (7,901) | (1,687) | (1,362) |
Excess tax benefits from share-based plans | 11 | ||
Net cash used in financing activities | (38,198) | (35,545) | (34,402) |
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 674,432 | 520,678 | 257,133 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (26,731) | (25,729) | (46,960) |
Intercompany activities | (321,970) | (285,500) | (110,280) |
Proceeds from sale of property and equipment | 3,323 | ||
Net cash used in investing activities | (348,701) | (307,906) | (157,240) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on original term loan | (993,420) | (53,379) | (42,451) |
Proceeds from new term loan | 895,500 | ||
Payments on new term loan | (9,000) | ||
Proceeds from asset-based revolving credit facility | 655,500 | 276,300 | 606,500 |
Payments on asset-based revolving credit facility | (607,000) | (276,300) | (606,500) |
Repurchase and retirement of senior notes | (199,365) | (145,371) | (21,924) |
Deferred financing costs | (6,713) | (2,580) | |
Intercompany activities | (112,081) | 39,374 | (35,240) |
Net cash used in financing activities | (376,579) | (161,956) | (99,615) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (50,848) | 50,816 | 278 |
Balance at beginning of period | 51,818 | 1,002 | 724 |
Balance at end of period | 970 | 51,818 | 1,002 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 29,247 | 61,823 | 47,038 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (47,686) | (63,681) | (47,998) |
Proceeds from divestiture of business | 17,755 | ||
Proceeds from sale of property and equipment | 2,157 | 598 | |
Net cash used in investing activities | (29,931) | (61,524) | (47,400) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (684) | 299 | (362) |
Balance at beginning of period | 2,180 | 1,881 | 2,243 |
Balance at end of period | 1,496 | 2,180 | 1,881 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | (382,259) | (231,517) | (60,705) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (7,869) | (5,548) | (4,736) |
Acquisition of business, net of cash | (457) | ||
Intercompany activities | 75,135 | (75,135) | |
Proceeds from sale of property and equipment | 19 | ||
Net cash used in investing activities | 67,266 | (81,140) | (4,717) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from asset-based revolving credit facility | 3,037 | ||
Payments on asset-based revolving credit facility | (3,037) | ||
Intercompany activities | 321,970 | 285,500 | 110,280 |
Net cash used in financing activities | 321,970 | 285,500 | 110,280 |
Effect of exchange rate changes | (3,621) | 8,760 | (3,865) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,356 | (18,397) | 40,993 |
Balance at beginning of period | 49,609 | 68,006 | 27,013 |
Balance at end of period | $ 52,965 | $ 49,609 | $ 68,006 |
QUARTERLY RESULTS OF OPERATIO_3
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 02, 2019 | Nov. 03, 2018 | Aug. 04, 2018 | May 05, 2018 | Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Quarterly Results of Operations | |||||||||||
Total net sales | $ 785,761 | $ 812,747 | $ 823,430 | $ 817,964 | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 3,239,902 | $ 3,304,346 | $ 3,378,703 |
Gross margin | 300,606 | 362,735 | 368,902 | 345,224 | 320,873 | 358,757 | 396,696 | 332,440 | 1,377,467 | 1,408,766 | 1,441,468 |
Net earnings (loss) | $ 6,218 | $ 13,875 | $ 49,238 | $ 13,909 | $ (499) | $ 36,892 | $ 58,471 | $ 1,839 | $ 83,240 | $ 96,703 | $ 24,956 |
Net earnings (loss) per common share: | |||||||||||
Basic (in dollars per share) | $ 0.12 | $ 0.28 | $ 0.99 | $ 0.28 | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ 1.67 | $ 1.97 | $ 0.51 |
Diluted (in dollars per share) | $ 0.12 | $ 0.27 | $ 0.97 | $ 0.27 | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ 1.64 | $ 1.95 | $ 0.51 |
Quarterly financial information | |||||||||||
Pre-tax expenses | $ 40,400 | $ 12,700 | $ 15,500 | $ 17,200 | $ 1,165,528 | $ 1,179,350 | $ 1,308,642 | ||||
Refinancing of term loan | (11,900) | ||||||||||
(Loss) gain on extinguishment of debt, net | (9,400) | (8,100) | (11,900) | (30,253) | 5,445 | 1,737 | |||||
redemption of senior notes | (8,100) | ||||||||||
Closure of a rental product distribution center | 600 | 4,400 | |||||||||
Cost of sales | 4,000 | 1,400 | 1,862,435 | 1,895,580 | 1,937,235 | ||||||
Selling, general and administrative expenses | 7,000 | 600 | $ 15,800 | 974,054 | 1,000,892 | $ 1,099,328 | |||||
Goodwill impairment charge | 24,000 | $ 23,991 | 1,500 | ||||||||
Repricing of the Term loan | (9,400) | ||||||||||
CEO retirement costs | 6,400 | ||||||||||
Effects of the Tax Reform Act | $ (6,100) | $ (300) | |||||||||
Impact of change to Permanently reinvested foreign earnings | $ 18,300 | ||||||||||
Other impacts of Tax Reform Act | $ (17,300) | ||||||||||
Loyalty programs | |||||||||||
Quarterly Results of Operations | |||||||||||
Total net sales | 17,600 | ||||||||||
Net earnings (loss) | $ 14,300 | ||||||||||
Net earnings (loss) per common share: | |||||||||||
Diluted (in dollars per share) | $ 0.28 | ||||||||||
MW Cleaners business | |||||||||||
Quarterly financial information | |||||||||||
Loss on divestiture | (3,600) | ||||||||||
Selling, general and administrative expenses | MW Cleaners business | |||||||||||
Quarterly financial information | |||||||||||
Loss on divestiture | $ (200) | $ (3,600) | |||||||||
Maximum | |||||||||||
Quarterly financial information | |||||||||||
Cost of sales | $ 100 |