Document_and_Entity_Informatio
Document and Entity Information Document (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Feb. 01, 2014 | Mar. 26, 2014 | Aug. 03, 2013 |
Entity Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'BANK JOS A CLOTHIERS INC /DE/ | ' | ' |
Entity Central Index Key | '0000920033 | ' | ' |
Current Fiscal Year End Date | '--02-01 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 1-Feb-14 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Amendment Flag | 'false | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 27,988,392 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $862.60 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $305,531 | $71,288 |
Short-term investments | 139,969 | 305,833 |
Accounts receivable, net | 13,592 | 10,644 |
Inventories | 304,322 | 330,502 |
Prepaid Expenses and Other Current Assets | 23,060 | 23,922 |
Total current assets | 786,474 | 742,189 |
NONCURRENT ASSETS: | ' | ' |
Property, plant and equipment, net | 148,966 | 152,360 |
Other noncurrent assets | 298 | 298 |
Total assets | 935,738 | 894,847 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 32,946 | 53,782 |
Accrued expenses | 115,023 | 104,639 |
Deferred tax liability - current | 1,819 | 11,928 |
Total current liabilities | 149,788 | 170,349 |
NONCURRENT LIABILITIES: | ' | ' |
Deferred rent | 41,296 | 45,531 |
Deferred tax liability - noncurrent | 11,158 | 9,791 |
Other noncurrent liabilities | 1,412 | 1,613 |
Total liabilities | 203,654 | 227,284 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS' EQUITY: | ' | ' |
Preferred stock, $1.00 par, 500,000 shares authorized, none issued or outstanding | 0 | 0 |
Common stock, $0.01 par, 45,000,000 shares authorized, 27,962,249 issued and outstanding at February 2, 2013 and 27,988,392 issued and outstanding at February 1, 2014 | 279 | 279 |
Additional paid-in capital | 95,825 | 94,757 |
Retained earnings | 636,044 | 572,718 |
Accumulated other comprehensive income (loss) | -64 | -191 |
Total stockholders' equity | 732,084 | 667,563 |
Total liabilities and stockholders' equity | $935,738 | $894,847 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parentheticals) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
Preferred Stock [Member] | ' | ' |
Preferred Stock, Par Value | $1 | $1 |
Preferred Stock, Shares authorized | 500,000 | 500,000 |
Preferred Stock, Shares issued | 0 | 0 |
Preferred Stock, Shares outstanding | 0 | 0 |
Common Stock [Member] | ' | ' |
Common Stock, Par value | $0.01 | $0.01 |
Common Stock, Shares authorized | 45,000,000 | 45,000,000 |
Common Stock, Shares issued | 27,988,392 | 27,962,249 |
Common Stock, Shares outstanding | 27,988,392 | 27,962,249 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | |||||
In Thousands, except Per Share data, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |||
NET SALES | $1,032,166 | [1] | $1,049,313 | [1] | $979,852 | [1] |
Cost of goods sold | 435,578 | 437,551 | 371,577 | |||
GROSS PROFIT | 596,588 | 611,762 | 608,275 | |||
OPERATING EXPENSES: | ' | ' | ' | |||
Sales and marketing, including occupancy costs | 416,469 | 409,150 | 372,268 | |||
General and administrative | 78,093 | 74,172 | 76,600 | |||
Total operating expenses | 494,562 | 483,322 | 448,868 | |||
OPERATING INCOME | 102,026 | [2] | 128,440 | [2] | 159,407 | [2] |
OTHER INCOME (EXPENSE): | ' | ' | ' | |||
Interest income | 393 | 429 | 347 | |||
Interest expense | -44 | -26 | -312 | |||
Total other income (expense) | 349 | 403 | 35 | |||
Income before provision for income taxes | 102,375 | 128,843 | 159,442 | |||
Provision for income taxes | 39,049 | 49,147 | 61,951 | |||
NET INCOME | $63,326 | $79,696 | $97,491 | |||
Earnings per share: | ' | ' | ' | |||
Basic (in dollars per share) | $2.26 | $2.86 | $3.51 | |||
Diluted (in dollars per share) | $2.26 | [3] | $2.84 | $3.49 | ||
Weighted average shares outstanding: | ' | ' | ' | |||
Basic (in shares) | 27,981 | 27,901 | 27,757 | |||
Diluted (in shares) | 28,053 | 28,013 | 27,961 | |||
[1] | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent call center and Internet sales. Net sales from segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments. Those segments are Factory stores and Franchise stores. These segments have never met any of the quantitative thresholds for determining reportable segments and are included in bCorporate and Other.b | |||||
[2] | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers, interest and income taxes (bfour wallb contribution). Total Company shipping costs to customers of approximately $17.9 million, $20.8 million and $21.7 million for fiscal years 2011, 2012 and 2013, respectively, were recorded to bSales and marketing, including occupancy costsb in the Consolidated Statements of Income. Operating income (loss) for bCorporate and Otherb consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. | |||||
[3] | Per common share amounts for the quarters and the full year have been calculated separately. Accordingly, quarterly amounts may not add to the full year amount because of the effects of rounding. |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
NET INCOME | $27,373 | $13,616 | $14,249 | $8,088 | $28,401 | $13,305 | $23,158 | $14,832 | $63,326 | $79,696 | $97,491 |
Adjustment to minimum pension liability, net of tax benefits of $115 and $32, for fiscal years 2011 and 2012, respectively and net of tax detriment of $70 for fiscal year 2013 | ' | ' | ' | ' | ' | ' | ' | ' | 127 | -60 | -209 |
Comprehensive income | ' | ' | ' | ' | ' | ' | ' | ' | $63,453 | $79,636 | $97,282 |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Income (Parenthetical) (Accumulated Other Comprehensive Income (Loss) [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' |
Minimum pension liability adjustment, tax | $70 | $32 | $115 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
In Thousands, except Share data, unless otherwise specified | |||||
Stockholders' Equity, Value at Period Start at Jan. 29, 2011 | $482,676 | $275 | $86,792 | $395,531 | $78 |
Shares, Outstanding Period Start at Jan. 29, 2011 | ' | 27,622,054 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 97,491 | ' | ' | 97,491 | ' |
Adjustment to minimum pension liability, net of tax benefits of $115 and $32, for fiscal years 2011 and 2012, respectively and net of tax detriment of $70 for fiscal year 2013 | -209 | ' | ' | ' | -209 |
Comprehensive income | 97,282 | ' | ' | ' | ' |
Stock Dividend Transfer of Par Value | ' | 0 | ' | 0 | ' |
Fractional Share Payments, Shares | ' | 0 | ' | ' | ' |
Fractional Share Payments, Value | 0 | ' | 0 | ' | ' |
Equity Compensation | 2,547 | ' | 2,547 | ' | ' |
Issuance of Commom Stock Pursuant to Equity Compensation Plans, Shares | ' | 205,783 | ' | ' | ' |
Issuance of Common Stock Pursuant to Equity Compensation Plans, Value | 546 | 2 | 544 | ' | ' |
Income Tax Benefit from Stock Compensation Plans | 1,883 | ' | 1,883 | ' | ' |
Stockholders' Equity, Value at Period End at Jan. 28, 2012 | 584,934 | 277 | 91,766 | 493,022 | -131 |
Shares, Outstanding Period End at Jan. 28, 2012 | ' | 27,827,837 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 79,696 | ' | ' | 79,696 | ' |
Adjustment to minimum pension liability, net of tax benefits of $115 and $32, for fiscal years 2011 and 2012, respectively and net of tax detriment of $70 for fiscal year 2013 | -60 | ' | ' | ' | -60 |
Comprehensive income | 79,636 | ' | ' | ' | ' |
Stock Dividend Transfer of Par Value | 0 | 0 | ' | 0 | ' |
Fractional Share Payments, Shares | ' | 0 | ' | ' | ' |
Fractional Share Payments, Value | 0 | ' | 0 | ' | ' |
Equity Compensation | 2,236 | ' | 2,236 | ' | ' |
Issuance of Commom Stock Pursuant to Equity Compensation Plans, Shares | ' | 134,412 | ' | ' | ' |
Issuance of Common Stock Pursuant to Equity Compensation Plans, Value | 784 | 2 | 782 | ' | ' |
Income Tax Benefit from Stock Compensation Plans | 607 | ' | 607 | ' | ' |
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | -634 | ' | -634 | ' | ' |
Stockholders' Equity, Value at Period End at Feb. 02, 2013 | 667,563 | 279 | 94,757 | 572,718 | -191 |
Shares, Outstanding Period End at Feb. 02, 2013 | ' | 27,962,249 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Net income | 63,326 | ' | ' | 63,326 | ' |
Adjustment to minimum pension liability, net of tax benefits of $115 and $32, for fiscal years 2011 and 2012, respectively and net of tax detriment of $70 for fiscal year 2013 | 127 | ' | ' | ' | ' |
Comprehensive income | 63,453 | ' | ' | ' | ' |
Equity Compensation | 1,599 | ' | 1,599 | ' | ' |
Issuance of Commom Stock Pursuant to Equity Compensation Plans, Shares | ' | 26,143 | ' | ' | ' |
Issuance of Common Stock Pursuant to Equity Compensation Plans, Value | 0 | 0 | 0 | ' | ' |
Income Tax Benefit from Stock Compensation Plans | -40 | ' | -40 | ' | ' |
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net | -491 | ' | -491 | ' | ' |
Stockholders' Equity, Value at Period End at Feb. 01, 2014 | $732,084 | $279 | $95,825 | $636,044 | ($64) |
Shares, Outstanding Period End at Feb. 01, 2014 | ' | 27,988,392 | ' | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholder's Equity (Parentheticals) (Accumulated Other Comprehensive Income (Loss) [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Accumulated Other Comprehensive Income (Loss) [Member] | ' | ' | ' |
Minimum pension liability adjustment, tax | $70 | $32 | $115 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' | ' | |||
Net income | $63,326 | $79,696 | $97,491 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | |||
Depreciation and amortization | 29,573 | 28,521 | 26,101 | |||
Loss on disposals of property, plant and equipment | 396 | 269 | 311 | |||
Asset impairment charges | 1,041 | 805 | 294 | |||
Non-cash equity compensation | 1,599 | 2,236 | 2,547 | |||
Increase (decrease) in deferred taxes | -8,742 | 1,267 | 11,029 | |||
Changes in assets and liabilities: | ' | ' | ' | |||
(Increase) decrease in accounts receivable | -2,948 | 5,262 | -6,381 | |||
(Increase) decrease in inventories | 26,180 | -25,847 | -71,345 | |||
(Increase) decrease in prepaids and other current assets | 792 | -3,004 | -1,392 | |||
(Increase) decrease in non-current assets | 0 | -7 | 46 | |||
Increase (decrease) in accounts payable | -20,836 | -12,882 | 35,159 | |||
Increase (decrease) in accrued expenses | 12,053 | 9,782 | -77 | |||
(Decrease) in deferred rent | -4,235 | -2,069 | -1,679 | |||
Increase (decrease) in other noncurrent liabilities | -4 | 496 | -288 | |||
Net cash provided by operating activities | 98,195 | 84,525 | 91,816 | |||
CASH FLOWS USED IN INVESTING ACTIVITIES: | ' | ' | ' | |||
Payments for capital expenditures | -29,285 | [1] | -35,643 | [1] | -37,531 | [1] |
Proceeds from maturities of short-term investments | 595,705 | 480,089 | 393,424 | |||
Payments to acquire short-term investments | -429,841 | -545,670 | -443,887 | |||
Net cash provided by (used in) investing activities | 136,579 | -101,224 | -87,994 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' | ' | |||
Income tax benefit (detriment) from stock compensation plans | -40 | 607 | 1,883 | |||
Net proceeds from issuance of common stock | 0 | 784 | 546 | |||
Fractional share payments | 0 | 0 | 0 | |||
Tax payments related to equity compensation plans | -491 | -634 | 0 | |||
Net cash provided by (used in) financing activities | -531 | 757 | 2,429 | |||
Net increase (decrease) in cash and cash equivalents | 234,243 | -15,942 | 6,251 | |||
CASH AND CASH EQUIVALENTS, beginning of year | 71,288 | 87,230 | 80,979 | |||
CASH AND CASH EQUIVALENTS, end of year | $305,531 | $71,288 | $87,230 | |||
[1] | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | |||||||||||
Feb. 01, 2014 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Significant Accounting Policies | ' | |||||||||||
SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||
Description of Business — Jos. A. Bank Clothiers, Inc. is a nationwide designer, manufacturer, retailer and direct marketer (through stores, call center and Internet) of men's tailored and casual clothing and accessories and is a retailer of tuxedo rental products. | ||||||||||||
Principles of Consolidation — The consolidated financial statements include the accounts of Jos. A. Bank Clothiers, Inc. and its wholly-owned subsidiaries (collectively referred to as “we”, "us" or "our"). All intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||
ASC 810 - "Consolidation" (“ASC 810”) provides a framework for determining whether an entity should be considered a variable interest entity (“VIE”), and if so, whether the Company's involvement with the entity results in a variable interest in the entity. If the Company determines that it does have a variable interest in the entity, it must perform an analysis to determine whether it represents the primary beneficiary of the VIE. If the Company determines it is the primary beneficiary of the VIE, it is required to consolidate the assets, liabilities and results of operations and cash flows of the VIE into the consolidated financial statements of the Company. | ||||||||||||
On January 2, 2014, the Company entered into agreements with the owner of one of our leased distribution center properties, which are further described in Note 9 - Commitments and Contingencies. Based on the terms of the agreements, we consider the lessor to be a VIE and the Company is deemed to have a variable interest in the lessor. However, we have concluded that we are not the primary beneficiary of this VIE based on, among other factors, the following: a) the Company does not have the power to direct the daily operating activities of the VIE, and b) any financial oversight of the lessor’s expenditures is deemed to be a protective right under ASC 810. Management has concluded we are not required to consolidate the assets, liabilities and results of operations and cash flows of this VIE. While we believe our evaluation and conclusions are appropriate, future changes in estimates, assumptions or our relationship with the VIE may affect the determination of primary beneficiary status and result in future consolidation of the VIE’s assets, liabilities and results of operations into our consolidated financial statements. | ||||||||||||
Fiscal Year — We maintain our accounts on a 52/53 week fiscal year ending on the Saturday closest to January 31. The fiscal years ended January 28, 2012 and February 1, 2014 contained 52 weeks and the fiscal year ended February 2, 2013 contained 53 weeks. | ||||||||||||
Seasonality — Our net sales, net income and inventory levels fluctuate on a seasonal basis and therefore the results for one quarter are not necessarily indicative of the results that may be achieved for a full fiscal year. The increased customer traffic during the holiday season and our increased marketing efforts during this peak selling time have resulted in sales and profits generated during the fourth quarter becoming a larger portion of annual sales and profits as compared to the other three quarters. Seasonality is also impacted by growth as more new stores have historically been opened in the second half of the year. During the fourth quarters of fiscal years 2011, 2012 and 2013, we generated approximately 35%, 34% and 35%, respectively, of our annual net sales and approximately 45%, 36% and 43%, respectively, of our annual net income. | ||||||||||||
Use of Estimates — The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best available information. However, actual results could and probably will differ from those estimates. Significant estimates in these financial statements include net realizable value of inventory, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, estimates related to the liability for health care costs, estimates related to the sales returns reserve, estimates related to legal contingencies and estimates related to the realizability of deferred tax assets, among others. | ||||||||||||
Cash and Cash Equivalents — Cash and cash equivalents totaled $71.3 million and $305.5 million at fiscal year-end 2012 and fiscal year-end 2013, respectively, and include bank deposit accounts, money market accounts and other highly liquid investments with original maturities of 90 days or less. At fiscal year-end 2012 and 2013, $33.8 million and $8.0 million, respectively, of the cash and cash equivalents were invested in overnight federally-sponsored agency notes (notes issued by the Federal Home Loan Banks) and the remainder was primarily invested in U.S. Treasury bills with original maturities of 90 days or less. | ||||||||||||
Short-term Investments — Short-term investments consist of investments in securities with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At fiscal year-end 2013, short-term investments consisted solely of U.S. Treasury bills with remaining maturities ranging from less than one month to three months. These investments are classified as held-to-maturity and their market values approximate their carrying values. | ||||||||||||
Supplemental Cash Flow Information — Interest and income taxes paid were as follows: | ||||||||||||
Fiscal Year | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(In thousands) | ||||||||||||
Interest paid | $ | 312 | $ | 26 | $ | 19 | ||||||
Income taxes paid | $ | 57,206 | $ | 51,275 | $ | 33,216 | ||||||
Inventories — We record inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. We capitalize into inventory certain warehousing and freight delivery costs associated with shipping our merchandise to the point of sale. We periodically review quantities of inventories on hand and compare these amounts to the expected sales of each product. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to net realizable value. The inventory valuation reserves at the end of fiscal years 2011, 2012 and 2013 were $2.4 million, $3.2 million, and $4.0 million, respectively. | ||||||||||||
Franchise Fees —We have 15 stores operated by franchisees, representing approximately 2% of our store base. Monthly franchise fees are recognized when earned under the franchise agreements. The fees are based on a percentage of sales generated by the Franchise stores. In addition, the Company sells inventory at a mark-up to the franchisees. | ||||||||||||
Such fees are included in net sales in the Consolidated Statements of Income. Initial franchise fees are fully earned upon execution of the franchise agreements. There are no further obligations on the part of the Company in order to earn the initial franchise fee. | ||||||||||||
We do not have a controlling interest in any of our franchisees through voting rights or any other means and, in accordance with FASB ASC 810-10, “Consolidation of Variable Interest Entities,” we do not consolidate these entities. We sell inventory to our Franchise stores at prices above cost and the Franchise stores have the right to return some of their inventory to us. | ||||||||||||
Gift Cards and Certificates — We sell gift cards and gift certificates to individuals and companies. Our incentive gift certificates are used by various companies as a reward for achievement for their employees. We also redeem proprietary gift cards and gift certificates marketed by third-party premium/incentive companies. We record a liability when a gift card/certificate is purchased. As the gift card/certificate is redeemed, we reduce the liability and record revenue. Substantially all of our gift cards/certificates do not have expiration dates and they are all subject to state escheatment laws. Based on historical experience, gift cards/certificates redemptions after the escheatment due date are remote and we recognize any income (also referred to as “breakage”) on these unredeemed gift cards/certificates on a specific identification basis on the escheatment date. | ||||||||||||
Tuxedo Rental Products — Revenues from tuxedo rental products are recognized on a gross basis upon delivery of rental products to customers. When a customer orders a tuxedo rental from us, an order is placed with a national distributor who delivers the product to our stores, typically within several days of intended use. The national distributor owns the rental product and charges the company a rental cost for each rental and delivery which is recorded as "Cost of goods sold". | ||||||||||||
Landlord Contributions — We typically receive reimbursement from landlords for a portion of the cost of leasehold improvements for new stores and, occasionally, for renovations and relocations. These landlord contributions are initially accounted for as an increase to deferred rent and as an increase to prepaid expenses and other current assets when the related store is opened. When collected, we record cash and reduce the prepaid expenses and other current assets account. The collection of landlord contributions is presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The deferred rent is amortized over the lease term in a manner that is consistent with our policy to straight-line rent expense over the term of the lease. The amortization is recorded as a reduction to sales and marketing expense, which is consistent with the classification of lease expense. The amortization of deferred rent recognized in the Consolidated Statements of Income was $8.2 million, $8.5 million and $8.4 million in fiscal years 2011, 2012 and 2013, respectively. | ||||||||||||
Catalog — Costs related to mail order catalogs, including design, printing and distribution, are included in prepaid expenses and other current assets consistent with FASB ASC 720-35, “Advertising Costs.” These costs are amortized as sales and marketing expense based on actual revenue for the period as compared to aggregate projected revenue over the benefit period in which customers are expected to order, which is typically over a six month period. The benefit period is based on historical ordering patterns. At fiscal year-end 2012 and fiscal year-end 2013, the amounts included in prepaid expenses and other current assets related to catalog costs were $0.9 million and $0.8 million, respectively. | ||||||||||||
Marketing Expenses — Marketing expenses consist of advertising, display, list rental and Internet advertising costs. Marketing costs are recognized as expenses the first time the marketing takes place. Marketing expense, excluding catalog production costs, was approximately $70.0 million, $84.0 million and $75.6 million in fiscal years 2011, 2012 and 2013, respectively. These amounts exclude catalog production costs of approximately $6.2 million, $5.8 million and $3.2 million for fiscal years 2011, 2012 and 2013, respectively. Marketing and catalog costs are included in “Sales and marketing” in the accompanying Consolidated Statements of Income. | ||||||||||||
Contingent Rental Expense — We have certain store leases that determine all or a portion of their rent based on annual aggregate sales from the respective stores. We recognize contingent rental expense prior to achievement of the specified target that triggers the contingent rental provided that achievement of that target is probable. The amount is recorded on a straight-line basis throughout the year based on the projected annual contingent rent. | ||||||||||||
Property, Plant and Equipment — Property, plant and equipment are stated at cost. We depreciate and amortize property, plant and equipment on a straight-line basis over the following estimated useful lives: | ||||||||||||
Asset Class | Estimated Useful Lives | |||||||||||
Buildings and improvements | 25 years | |||||||||||
Equipment | 3‑10 years | |||||||||||
Furniture and fixtures | 10 years | |||||||||||
Leasehold improvements | Generally 10 years | |||||||||||
We amortize leasehold improvements over the shorter of the lease term or the useful life of the improvements. Depreciation and amortization expense of property, plant, and equipment for fiscal years 2011, 2012 and 2013 was approximately $26.1 million,$28.5 million and $29.6 million, respectively. Maintenance and repairs that do not extend the lives of the assets are expensed as incurred. | ||||||||||||
Long-Lived Assets — Long-lived assets, such as property, plant, and equipment, subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. During fiscal years 2011, 2012 and 2013, we recognized impairment charges of $0.3 million, $0.8 million and $1.0 million, respectively, relating to several stores within our Stores segment. The charges were included in “Sales and marketing” in the Consolidated Statements of Income. The aggregate fair value of the property, plant and equipment recorded for the stores impaired in fiscal years 2011, 2012 and 2013 were estimated to be $0.3 million, $0.2 million and $0.2 million, respectively. The fair value measurements related to these assets are considered to fall under level 3 of the fair value hierarchy of ASC 820, “Fair Value Measurements and Disclosures,” since the valuations are based on significant unobservable inputs. These valuations are based on discounted cash flow analyses with the significant unobservable inputs being the future projected cash flows which are reflective of the Company's best estimates and the discount rates which we believe are representative of arms-length third-party required rates of return. | ||||||||||||
Fair Value of Financial Instruments — For cash and cash equivalents, accounts receivable and accounts payable, the carrying amounts reflect the market value due to the short-term nature of these accounts. For short-term investments, the carrying amounts reflect the market value due to the short-term maturities of these instruments. | ||||||||||||
Net Sales — In our Stores segment, net sales are recognized at the point-of-sale. In our Direct Marketing segment, sales are recognized when products are shipped to the customer. We present sales net of sales tax in the accompanying Consolidated Statements of Income. We provide for sales returns based on estimated returns in future periods. The sales return reserves at fiscal years 2011, 2012 and 2013 were $2.6 million, $2.7 million and $2.6 million, respectively, and were included in “Accrued expenses” in the accompanying Consolidated Balance Sheets. | ||||||||||||
Classification of Expenses — Cost of goods sold primarily includes the cost of merchandise, tailoring and freight from vendors to the distribution center and from the distribution center to the stores. Sales and marketing expenses consist primarily of Full-line store, Factory store and Direct Marketing occupancy, payroll, selling and other variable costs and total Company advertising and marketing expenses. General and administrative expenses consist primarily of corporate and distribution center costs and total company performance based incentive compensation (other than commissions). | ||||||||||||
Lease Accounting — Most lease agreements provide for monthly rent payments that may change over the lease term. For leases whereby rent payments can be reasonably estimated, rent expense is recorded on a straight-line basis over a consistent lease period (generally, the initial non-cancelable lease term plus renewal option periods provided for in the lease that can be reasonably assured) and the excess of rent expense over cash amounts paid are included in “deferred rent” in the accompanying Consolidated Balance Sheets. For lease agreements with monthly rent payments that cannot be estimated, rent expense is recorded as incurred. Any rent concessions, including landlord contributions, are amortized over the lease term as a reduction of rent expense. The term of the lease begins on the date we have the right to control the use of the leased property, generally approximately six to nine weeks prior to opening the store. | ||||||||||||
Store Opening Costs — Costs incurred in connection with store start-up costs, such as travel for recruitment, training and setup of new store openings, are expensed as incurred. | ||||||||||||
Income Taxes — Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Income in the period that includes the enactment date. | ||||||||||||
We account for uncertainties in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in financial statements. We recognize tax liabilities for uncertain income tax positions (“unrecognized tax benefits”) where an evaluation has indicated that it is more likely than not that the tax positions will not be sustained in an audit. We estimate the unrecognized tax benefits as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We re-evaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. The re-evaluations are based on many factors, including, but not limited to, changes in facts or circumstances, changes in tax law, settled issues as a result of audits, expirations due to statutes of limitations, and new federal or state audit activity. We also recognize accrued interest and penalties related to these unrecognized tax benefits. Changes in these accrued items are included in the provision for income taxes in the Condensed Consolidated Statements of Income. | ||||||||||||
Earnings Per Share ("EPS") — Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income by the diluted weighted average common shares, which reflects the potential dilution of common stock equivalents. The weighted average shares used to calculate basic and diluted EPS are as follows: | ||||||||||||
Fiscal Year | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(In thousands) | ||||||||||||
Weighted average shares outstanding for basic EPS | 27,757 | 27,901 | 27,981 | |||||||||
Dilutive effect of common stock equivalents | 204 | 112 | 72 | |||||||||
Weighted average shares outstanding for diluted EPS | 27,961 | 28,013 | 28,053 | |||||||||
We use the treasury method for calculating the dilutive effect of common stock equivalents. For fiscal years 2011, 2012 and 2013, there were no anti-dilutive common stock equivalents which were excluded from the calculation of diluted shares. | ||||||||||||
On June 17, 2010, our Board of Directors declared a stock split in the form of a 50% stock dividend which was distributed on August 18, 2010 to stockholders of record as of July 30, 2010. All share and per share amounts of common shares included in this Annual Report on Form 10-K have been adjusted to reflect this stock dividend. | ||||||||||||
Performance-Based Incentive Plans — Performance-based incentive plans provide annual cash incentive compensation to certain employees based upon, among other things, the attainment of certain annual earnings and performance goals. At each interim quarter-end, we estimate the probability that such goals will be attained based on results-to-date and the likelihood of discretionary payments and record incentive compensation accordingly, based on the projected annual incentive payments. | ||||||||||||
Equity Compensation — We account for our equity awards in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), which requires the compensation cost resulting from all share-based awards to be recognized in the financial statements. The amount of compensation is measured based on the grant-date fair value of the awards and is recognized over the vesting period of the awards. The vesting of awards to both the officers and directors is subject to service conditions being met, currently ranging from one to three years. Additionally, the vesting of awards to officers is subject to performance conditions being met in the fiscal year that the awards are granted such as, among other things, the attainment of certain annual earnings and performance goals. For these officer awards (which represents approximately $2.6 million of the aggregate grant date fair value of $3.2 million for fiscal year 2011, none of the aggregate grant date fair value of $0.5 million for fiscal year 2012 and none of the aggregate grant date fair value of $0.6 million for fiscal year 2013), we estimate the probability that such goals will be attained based on results-to-date at each interim quarter-end and record compensation cost to "General and administrative expense" for these awards based on the awards projected to vest. Share-based compensation expense recognized for fiscal years 2011, 2012 and 2013 related to equity awards issued under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (“Equity Incentive Plan”) was $2.5 million, $2.1 million and $1.6 million, respectively, and the tax benefit recognized related to this compensation was $1.0 million, $0.8 million and $0.6 million, respectively. | ||||||||||||
Healthcare Costs — Healthcare claims for eligible participating employees are self-insured by us, subject to certain deductibles and limitations per incident where third-party insurance provides “stop loss” coverage. The liability for healthcare costs includes an estimate for claims incurred but not reported. In estimating this liability, we consider historical claims experience and the timing of the submission of expected claims. | ||||||||||||
Recently Proposed Amendments to Accounting Standards - In May 2013, the FASB issued an updated exposure draft, “Leases” (the “Exposure Draft”), which would replace the existing guidance in ASC 840, “Leases.” Under the Exposure Draft, a lessee's rights and obligations under all leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. A final standard is expected to be issued in 2014 and is expected to be effective no earlier that our fiscal year 2017 annual reporting period. If this lease guidance becomes effective on the terms currently proposed by FASB, it will likely have a significant impact on our consolidated financial statements. However, as the standard-setting process is still ongoing, we are unable to determine at this time the impact this proposed change in accounting may have on our consolidated financial statements. |
Inventories
Inventories | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories as of February 2, 2013 and February 1, 2014, consist of the following: | ||||||||
February 2, 2013 | February 1, 2014 | |||||||
(In thousands) | ||||||||
Finished goods, net | $ | 317,635 | $ | 295,889 | ||||
Raw materials | 12,867 | 8,433 | ||||||
Total inventories, net | $ | 330,502 | $ | 304,322 | ||||
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
Prepaid Expense and Other Assets, Current [Abstract] | ' | |||||||
Prepaid Expenses and Other Current Assets | ' | |||||||
PREPAID EXPENSES AND OTHER CURRENT ASSETS: | ||||||||
Prepaid expenses and other current assets as of February 2, 2013 and February 1, 2014, consist of the following: | ||||||||
February 2, 2013 | February 1, 2014 | |||||||
(In thousands) | ||||||||
Landlord contributions receivable | $ | 2,706 | $ | 1,826 | ||||
Prepaid rents | 5,881 | 6,382 | ||||||
Assets of deferred compensation plan | 2,762 | 2,976 | ||||||
Prepaid expenses and other current assets | 12,573 | 11,876 | ||||||
Total prepaid expenses and other current assets, net | $ | 23,922 | $ | 23,060 | ||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
PROPERTY, PLANT AND EQUIPMENT: | ||||||||
Property, plant and equipment as of February 2, 2013 and February 1, 2014, consist of the following: | ||||||||
February 2, 2013 | February 1, 2014 | |||||||
(In thousands) | ||||||||
Land | $ | 1,819 | $ | 1,819 | ||||
Buildings and improvements | 17,731 | 17,745 | ||||||
Leasehold improvements | 156,434 | 166,733 | ||||||
Furniture and fixtures | 104,221 | 108,027 | ||||||
Equipment and other | 75,849 | 84,122 | ||||||
356,054 | 378,446 | |||||||
Less: accumulated depreciation and amortization | (203,694 | ) | (229,480 | ) | ||||
Property, plant and equipment, net | $ | 152,360 | $ | 148,966 | ||||
As of fiscal year-end 2012 and fiscal year-end 2013, included in “Property, plant and equipment, net” and “Accrued expenses” in the Condensed Consolidated Balance Sheets are $8.7 million and $7.0 million, respectively, of accrued property, plant and equipment additions that have been incurred but not completely invoiced by vendors, and therefore, not paid by the respective fiscal year-ends. The net increases in these amounts of $4.9 million and $2.0 million for fiscal years 2011 and 2012 and a net decrease of $1.7 million for fiscal year 2013, respectively, are excluded from payments for capital expenditures and changes in accrued expenses in the Condensed Consolidated Statements of Cash Flows as these changes are non-cash items. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
Accrued Liabilities, Current [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
ACCRUED EXPENSES: | ||||||||
Accrued expenses as of February 2, 2013 and February 1, 2014, consist of the following: | ||||||||
February 2, 2013 | February 1, 2014 | |||||||
(In thousands) | ||||||||
Accrued compensation and benefits | $ | 19,485 | $ | 19,961 | ||||
Gift cards and certificates payable | 19,985 | 22,232 | ||||||
Accrued federal and state income tax | — | 13,648 | ||||||
Current portion of deferred rent | 10,669 | 10,044 | ||||||
Accrued advertising expenses | 21,749 | 16,562 | ||||||
Accrued property, plant, and equipment | 8,651 | 6,982 | ||||||
Other accrued expenses | 24,100 | 25,594 | ||||||
Total | $ | 104,639 | $ | 115,023 | ||||
Other accrued expenses consist primarily of liabilities related to: accrued franchise fees, sales return reserves, sales and property taxes and other accrued costs. |
Longterm_Debt
Long-term Debt | 12 Months Ended |
Feb. 01, 2014 | |
Debt Disclosure [Abstract] | ' |
Long-Term Debt | ' |
LONG-TERM DEBT: | |
We had no long-term or short-term debt outstanding as of February 2, 2013 or February 1, 2014. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Feb. 01, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
INCOME TAXES | ||||||||||||
The provision for income taxes consisted of the following: | ||||||||||||
Fiscal Year | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(In thousands) | ||||||||||||
Federal: | ||||||||||||
Current | $ | 42,161 | $ | 42,532 | $ | 40,982 | ||||||
Deferred | 10,463 | 652 | (6,944 | ) | ||||||||
State: | ||||||||||||
Current | 8,761 | 5,348 | 6,809 | |||||||||
Deferred | 566 | 615 | (1,798 | ) | ||||||||
Provision for income taxes | $ | 61,951 | $ | 49,147 | $ | 39,049 | ||||||
Provision for income tax is reconciled to the amount computed by applying the statutory Federal income tax rate of 35% for fiscal years 2011, 2012 and 2013 to income before provision for income taxes as follows: | ||||||||||||
Fiscal Year | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(In thousands) | ||||||||||||
Computed federal tax provision at statutory rates | $ | 55,805 | $ | 45,095 | $ | 35,831 | ||||||
State income taxes, net of federal income tax effect | 6,063 | 3,876 | 3,257 | |||||||||
Increase (decrease) in tax reserves | 74 | 119 | (243 | ) | ||||||||
Other, net | 9 | 57 | 204 | |||||||||
Provision for income taxes | $ | 61,951 | $ | 49,147 | $ | 39,049 | ||||||
The tax effects of temporary differences that give rise to significant positions of deferred tax assets and deferred tax liabilities as of February 2, 2013 and February 1, 2014 are as follows: | ||||||||||||
February 2, 2013 | February 1, 2014 | |||||||||||
(In thousands) | ||||||||||||
Deferred tax assets: | ||||||||||||
Current accrued liabilities and other | $ | 10,117 | $ | 16,511 | ||||||||
Noncurrent lease obligations | 9,685 | 6,154 | ||||||||||
Noncurrent accrued liabilities and other | 352 | 345 | ||||||||||
20,154 | 23,010 | |||||||||||
Deferred tax liabilities: | ||||||||||||
Current inventories | (20,278 | ) | (16,616 | ) | ||||||||
Current prepaid expenses and other current assets | (1,767 | ) | (1,714 | ) | ||||||||
Noncurrent property, plant and equipment | (19,828 | ) | (17,657 | ) | ||||||||
(41,873 | ) | (35,987 | ) | |||||||||
Net deferred tax liability | $ | (21,719 | ) | $ | (12,977 | ) | ||||||
The following table summarizes the activity related to our unrecognized tax benefits and related accrued interest and penalties for fiscal years 2012 and 2013: | ||||||||||||
Fiscal Year | ||||||||||||
2012 | 2013 | |||||||||||
(In thousands) | ||||||||||||
Unrecognized tax benefit, beginning of year | $ | 626 | $ | 613 | ||||||||
Increases related to current year tax positions | 293 | 65 | ||||||||||
Settlement of tax positions | (132 | ) | — | |||||||||
Expiration of the statue of limitations for the assessment of taxes | (174 | ) | (308 | ) | ||||||||
Unrecognized tax benefit, end of year | $ | 613 | $ | 370 | ||||||||
In assessing the realizability of deferred tax assets, management considered whether it was more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of the deferred tax assets is dependent upon existence of taxable income in carryback periods and the generation of future taxable income during periods in which temporary differences become deductible. Management considered income taxes paid during the previous two years and projected future taxable income in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the temporary differences are deductible, management has determined that no valuation allowance was required at February 2, 2013 and February 1, 2014. | ||||||||||||
The Company has recognized a tax benefit for costs associated with acquisition-related activities in fiscal year 2013. Certain of these costs may be capitalized for tax purposes if an acquisition is completed, resulting in a reversal of tax benefits previously recognized. | ||||||||||||
The effective tax rate for both fiscal years 2012 and 2013 was 38.1%. While state income tax rates were higher in fiscal year 2013, changes in unrecognized tax benefits offset the increases and resulted in an unchanged effective income tax rate as compared to fiscal year 2012. | ||||||||||||
Significant changes to U.S. federal or state income tax rules could occur as part of future legislation. Such changes could influence our future income tax expense and/or the timing of income tax deductions. The impact of such changes on our business operations and financial statements remains uncertain. However, as the possibility of any enactment progresses, we will continue to monitor current developments and assess the potential implications of these tax law changes on our business and consolidated financial statements. | ||||||||||||
We file a federal income tax return along with state and local income tax returns in various jurisdictions. The Internal Revenue Service (“IRS”) has audited tax returns through fiscal year 2008, including its examination of the tax returns for fiscal years 2007 and 2008 which was finalized in October 2010. No material adjustments were required to these tax returns as a result of the examination by the IRS. For the years before fiscal year 2010, the majority of our state and local income tax returns are no longer subject to examinations by taxing authorities. |
Benefits_Plans
Benefits Plans | 12 Months Ended | |||||||||||||||
Feb. 01, 2014 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||
Benefit Plans | ' | |||||||||||||||
BENEFIT PLANS | ||||||||||||||||
Defined Benefit Pension & Post-Retirement Plans — We maintain a noncontributory defined benefit pension plan and a post-retirement benefit plan which cover certain union and nonunion employees. The annual contributions for the pension plan are not less than the minimum funding standards set forth in the Employee Retirement Income Security Act of 1974, as amended. We do not pre-fund the benefits for the post-retirement benefit plan. The plans provide for eligible employees to receive benefits based principally on years of service. We record the expected cost of these benefits as expense during the years that employees render service. | ||||||||||||||||
We account for these plans under FASB ASC 715, “Defined Benefit Plans - Pension,” which requires an employer to recognize the funded status of any defined benefit pension and/or other post-retirement benefit plans, including any unrecognized prior service costs, transition obligations or actuarial gains/losses, as an asset or liability in its balance sheet. | ||||||||||||||||
The following table sets forth the plans' benefit obligations, fair value of plan assets, and funded status at February 2, 2013 and February 1, 2014: | ||||||||||||||||
Pension Benefits | Postretirement Benefits | |||||||||||||||
Fiscal Year | Fiscal Year | |||||||||||||||
2012 | 2013 | 2012 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Accumulated benefit obligation | $ | 1,978 | $ | 2,067 | $ | 43 | $ | 11 | ||||||||
Fair value of plan assets | 1,904 | 1,996 | — | — | ||||||||||||
Funded status | (74 | ) | (71 | ) | (43 | ) | (11 | ) | ||||||||
Accrued benefit cost recognized in the balance sheets | $ | 74 | $ | 71 | $ | 43 | $ | 11 | ||||||||
Weighted-average discount rate assumptions used to determine benefit obligations as of January 28, 2012, February 2, 2013 and February 1, 2014 (the dates of the latest actuarial calculations) were 4.75%, 4.25% and 4.25%, respectively. Weighted-average assumptions used to determine net cost included a discount rate of 5.75%, 4.75% and 4.25% for fiscal years 2011, 2012 and 2013, respectively. The return on plan assets assumption was 7.00% for fiscal years 2011, 2012 and 2013. | ||||||||||||||||
Plan assets of our pension benefits as of February 2, 2013 and February 1, 2014 consisted primarily of balanced mutual funds and short-term investment funds. | ||||||||||||||||
Pension expense recognized in our statements of income was $0.1 million for fiscal years 2011 and 2012, respectively, and was $0.2 million for fiscal year 2013. We made no contribution in fiscal years 2012 and 2013. We do not expect to be required to contribute significant amounts of cash in fiscal year 2014 to the pension plan. | ||||||||||||||||
Profit Sharing Plan — We maintain a defined contribution 401(k) profit sharing plan for our employees. All non-union and certain union employees are eligible to participate in the plan on the first day of the month following three months of service. Employee contributions to the plan are limited based on applicable sections of the Internal Revenue Code. Our contribution to the 401(k) plan is discretionary. Amounts expensed related to the plan for matching contributions were approximately $0.9 million, $0.4 million, and $0.4 million for fiscal years 2011, 2012 and 2013, respectively. | ||||||||||||||||
Deferred Compensation Plan — We also maintain a non-qualified deferred compensation plan for certain executives. All assets of the plan are fully subject to our creditors. There were no matching contributions in any of fiscal years 2011, 2012 or 2013, although contributions were made by certain executives. Included in the Consolidated Balance Sheets, within “Prepaid expenses and other current assets” and “Accrued Expenses,” are separate amounts of an equal asset and liability of $2.5 million at fiscal year-end 2011, $2.8 million at fiscal year-end 2012 and $3.0 million at fiscal year-end 2013. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Feb. 01, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
COMMITMENTS AND CONTINGENCIES | ||||
On March 16, 2012, Neil Holmes, a former employee of the Company, individually and on behalf of all those similarly situated, filed a Complaint (the "Holmes Complaint") against the Company in the Superior Court of California, County of Santa Clara, Case No. 112CV220780, alleging various violations of California wage and labor laws. The Holmes Complaint seeks, among other relief, certification of the case as a class action, injunctive relief, monetary damages, penalties, restitution, other equitable relief, interest, attorney's fees and costs. As described in our prior Quarterly Report on Form 10-Q, the parties entered into a settlement agreement on April 19, 2013. On September 13, 2013, the Court issued an Order and Judgement granting, among other things, final approval of a class action settlement which was paid in 2013. The settlement amount had been previously recorded by the Company. | ||||
On August 29, 2012, Patrick Edward Camasta, individually and as the representative of a class of similarly situated persons, filed a putative class action complaint (the “Original Camasta Complaint”) against the Company in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois (Case No. 12CH4405). The Company removed the case to the United States District Court for the Northern District of Illinois, Eastern Division (Case No. 12 CV 7782). The Original Camasta Complaint alleges, among other things, that the Company's pattern and practice of advertising its normal retail prices as temporary price reductions violate the Illinois Consumer Fraud and Deceptive Business Practices Act and the Illinois Uniform Deceptive Trade Practices Act. The Original Camasta Complaint seeks, among other relief, certification of the case as a class action, actual and punitive damages, attorney fees and costs and injunctive relief. On February 7, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the Original Camasta Complaint in its entirety, without prejudice. On March 1, 2013, Camasta filed a First Amended Class Action Complaint in the said United States District Court making substantially the same allegations as in the Original Camasta Complaint. On July 25, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the First Amended Class Action Complaint in its entirety, with prejudice. Camasta has appealed the dismissal to the United States Court of Appreals for the Seventh Circuit. | ||||
On July 30, 2013, Matthew B. Johnson, et al., on behalf of themselves and all Ohio residents similarly situated (the “Johnson Plaintiffs”), filed a putative class action complaint (the “Original Johnson Complaint”) against the Company in the U.S. District Court for the Southern District of Ohio, Eastern District (Case No. 2:13-cv-756). The Original Johnson Complaint alleges, among other things, deceptive sales and marketing practices by the Company relating to its use of the words “free” and “regular price.” The Original Johnson Complaint seeks, among other relief, class certification, compensatory damages, declaratory relief, injunctive relief and costs and disbursements (including attorneys’ fees). On January 8, 2014, upon the motion of the Company, the U.S. District Court issued an Opinion and Order dismissing the Original Johnson Complaint in its entirety, without prejudice. On January 31, 2014, the Johnson Plaintiffs filed a First Amended Class Action Complaint in the U.S. District Court making substantially the same allegations as the Original Johnson Complaint. On February 21, 2014, the Company filed a motion to dismiss. The Company believes the claims are without merit and intends to defend against them vigorously. (The law firm which filed the original Johnson Complaint and amended complaint on behalf of the plaintiffs is one of the law firms which filed the "Schneider Complaint," which is discussed in our Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2013. On July 24, 2013, the Schneider Complaint was voluntarily dismissed by the plaintiffs from the United States District Court for the Northern District of Ohio. Approximately one week later, the substantially similar Johnson Complaint was filed in United States District Court for the Southern District of Ohio.) | ||||
On January 29, 2014, State-Boston Retirement System (“Boston”), a purported Company stockholder, filed a purported class action complaint against the Company’s directors (the “Boston Defendants”) in the Delaware Court of Chancery, captioned State-Boston Retirement System v. Wildrick, et al., C.A. No. 9291. In its complaint, Boston asks the court to: (i) certify a purported class action lawsuit, designating Boston and Boston’s counsel as representatives of the purported class; (ii) declare that the Boston Defendants breached their fiduciary duties of loyalty and care to the Company; (iii) enjoin the Boston Defendants from committing any further purported fiduciary duty breaches; (iv) enjoin the effectuation of the Company’s Rights Agreement, forcing the Board to redeem or invalidate the Rights Agreement; (v) enjoin the Boston Defendants from entering into any agreement on behalf of the Company to acquire another company or material assets; (vi) award Boston costs, expenses and disbursements of the Boston litigation, including attorneys’ and experts’ fees and, if applicable, pre-judgment and post-judgment interest; and (v) award Boston and the purported class such other relief as the court deems just, equitable, and proper. | ||||
On March 4, 2014, Boston filed a motion for leave to file a second amended complaint that purports to raise direct claims against the Boston Defendants (the “Amended Boston Complaint”). In addition to the allegations described above, the Amended Boston Complaint, among other things, alleges that the Boston Defendants breached their fiduciary duties by moving forward with the Everest Transactions while failing to give good-faith consideration of a revised offer from Java to acquire all outstanding Shares at a price of $63.50 per share. In addition to the requests mentioned above, the Amended Boston Complaint asks the court to (i) determine that the action is a proper derivative action and to excuse demand, and (ii) enjoin the Company from consummating the Everest Transactions. On March 11, 2014, the Company, Men's Wearhouse and Java entered into the Merger Agreement and the Company terminated the Everest Purchase Agreement. The Company believes the claims are without merit and intends to defend against them vigorously. | ||||
In addition to the litigation discussed above, we are a party to routine litigation matters that are incidental to our business and are currently not expected to be material. From time to time, additional legal matters in which we may be named as a defendant are expected to arise in the normal course of our business activities. | ||||
Except as otherwise set forth above, the resolution of our litigation matters cannot be accurately predicted and we have not estimated the costs or potential losses, if any, associated with these matters. Accordingly, we cannot determine whether our insurance coverage, if any, would be sufficient to cover such costs or potential losses, if any, and we have not recorded any provision for cost or loss associated with these actions. It is possible that our consolidated financial statements could be materially impacted in a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these actions. | ||||
Employment Agreements and Performance-Based Incentive Compensation — We have employment agreements with certain of our executives expiring at the end of fiscal year 2014, with aggregated base compensation of $2.9 million (not including annual adjustments) over the terms. Depending on the circumstances of termination, we have severance obligations to these and certain other executives aggregating up to approximately $4.3 million, not including annual adjustments. These executives are also eligible for additional performance-based incentive payments. As a result of the Merger Agreement with Men's Wearhouse, the Company has expected cash commitments related to retention bonuses of approximately $7.0 million, which are not contingent upon the deal closing, and other employee severance agreements of approximately $8.8 million, which are contingent upon the deal closing and other factors. In addition, other employees are eligible for incentive-based payments based on performance, including store managers and regional sales directors, although these payments are not based on employment agreements. Performance-based incentive compensation expense (excluding commissions) for all eligible employees was approximately $7.8 million in fiscal year 2011, $2.1 million in fiscal year 2012 and $1.7 million in fiscal year 2013. | ||||
Lease Obligations — We have numerous noncancelable operating leases for retail stores, distribution center, office and tailoring space and equipment. Certain facility leases provide for annual base minimum rentals, plus contingent rentals based on sales. Renewal options are available under the majority of the leases. | ||||
Future minimum lease payments, including rent escalations, under noncancelable operating leases for stores and other leased facilities opened and equipment placed in service as of fiscal year-end 2013, were as follows: | ||||
Fiscal Year Ending | Amount | |||
(In thousands) | ||||
Fiscal year 2014 | $ | 78,585 | ||
Fiscal year 2015 | 71,928 | |||
Fiscal year 2016 | 63,998 | |||
Fiscal year 2017 | 55,569 | |||
Fiscal year 2018 | 46,510 | |||
Thereafter | 120,495 | |||
Total | $ | 437,085 | ||
The minimum rentals above do not include additional payments for contingent percentage rent, which is typically based on sales, deferred rent amortization, insurance, property taxes, utilities, common area maintenance and other common costs that may be due as provided for in the leases. | ||||
Total minimum rental expense for operating leases was approximately $62.8 million, $68.0 million and $74.9 million for fiscal years 2011, 2012 and 2013, respectively. Contingent rent expense in fiscal years 2011, 2012 and 2013, which was based on a percentage of net sales at the applicable properties, was approximately $3.6 million, $4.0 million and $3.0 million, respectively. | ||||
As of fiscal year-end 2013, we have also entered into various lease agreements for stores to be opened and equipment placed in service subsequent to year end. The future minimum lease payments under these agreements are $0.8 million in fiscal year 2014, $1.0 million in each of fiscal years 2015, 2016, 2017 and 2018, and $5.0 million thereafter. | ||||
On January 2, 2014, the Company entered into agreements with the owner of one of our leased distribution center properties. The agreements, commencing in the first quarter of fiscal year 2014, are summarized as follows: | ||||
a) | Lease agreement - 15-year real estate lease for a significant portion of the warehouse and office space in the lessor's real estate complex at a fixed annual base rent of approximately $1.6 million, plus other leasing costs estimated at approximately $0.5 million in the first lease year and escalating thereafter. The agreement includes three options to renew the lease with predetermined base rent increases. Transfer of ownership or control of the real estate complex to a third party will result in a reduction of approximately $0.6 million in annual base rent. | |||
b) | Option to purchase real estate - a purchase option agreement to purchase the real estate complex for an amount based primarily on the payoff balance of the owner’s mortgage, plus a profit to the owner. The agreement grants us the right of first refusal to purchase the property at the price of the third-party offer or to exercise the purchase option. The purchase option agreement also allows for the separate purchase of a parcel of land to be subdivided in the future. | |||
c) | Cash sharing agreement - as a condition of the lease agreement, the lessor agrees to pay us up to approximately $0.6 million per year based on a portion of its annual net operating income, if any. The cash sharing payments are payable quarterly. As part of the cash sharing agreement, the Company will have the right to approve the lessor’s annual budget (which approval shall not be unreasonably withheld, delayed or conditioned) and the lessor has agreed to modify their budget to reflect any reasonable changes requested by the Company. | |||
Inventories — We ordinarily place orders for the purchases of inventory at least one to two seasons in advance. Approximately 1% of the total product purchases (including piece goods) in fiscal year 2013 were sourced from United States suppliers, and approximately 99% were sourced from suppliers in other countries. In fiscal year 2013, approximately 28% of the total product purchases were from suppliers in Mexico, 23% in China (including Hong Kong), 11% in India, 8% in Malaysia, and 7% in Bangladesh. During fiscal year 2013, two buying agents sourced, respectively, approximately 52% and 6% of our total product purchases. No other country represented more than 5% of total product purchases in fiscal year 2013. These percentages reflect the countries where the suppliers are primarily operating or manufacturing, which may not always be where the suppliers are actually domiciled. We purchase the raw materials for approximately 9% of our finished products. Five vendors accounted for over 70% of the raw materials purchased directly by us in fiscal year 2013. The remainder of our finished products are purchased as finished units, with the vendor responsible for the acquisition of the raw materials based on our specifications. | ||||
Other — We have a consulting agreement with our current Chairman of the Board to consult on matters of strategic planning and initiatives at a fee of $0.8 million per year (also see Note 13). The agreement commenced on February 1, 2009 and is set to expire on January 30, 2016. We have an agreement with David Leadbetter, a golf professional, which allows us to produce golf and other apparel under Leadbetter's name. The agreement expires in January 2016. The minimum royalty under this agreement was $0.2 million in each of fiscal years 2011, 2012 and 2013 and is expected to be $0.2 million for fiscal year 2014. |
Incentive_Stock_Option_and_Oth
Incentive Stock Option and Other Equity Plans | 12 Months Ended | ||||||||||||||||||||
Feb. 01, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||
Incentive Stock Option and Other Equity Plans | ' | ||||||||||||||||||||
INCENTIVE STOCK OPTION AND OTHER EQUITY PLANS: | |||||||||||||||||||||
Effective January 28, 1994, the Company adopted an Incentive Plan (the “1994 Plan”). The 1994 Plan generally provides for the granting of stock, stock options, stock appreciation rights, restricted shares or any combination of the foregoing to the eligible participants, as defined, for issuance of up to 3.4 million shares of common stock in the aggregate, of which options to purchase all of such shares had been granted as of January 29, 2005 (“fiscal year 2004”). In March 2002, the Company adopted an Incentive Plan (the “2002 Plan”) which provides for issuance of up to 1.4 million shares of common stock in the aggregate, of which options to purchase all of such shares had been granted as of the end of fiscal year 2005. The exercise price of an option granted under both the 1994 Plan and the 2002 Plan may not be less than the fair market value of the underlying shares of Common Stock on the date of grant, and employee options generally expire at the earlier of termination of employment or ten years from the date of grant. All options covered under the 1994 Plan and the 2002 Plan were fully vested as of the end of fiscal year 2005. | |||||||||||||||||||||
On March 30, 2010, the Board of Directors approved, subject to stockholder approval, the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (the “2010 Plan,” and together with the "1994 Plan" and the "2002 Plan," the "Plans"). The 2010 Plan was approved by stockholders at the Company's 2010 annual meeting of stockholders on June 17, 2010. | |||||||||||||||||||||
The principal purposes of the 2010 Plan are to promote the interests of the Company and its stockholders by providing employees, directors and consultants with appropriate incentives and rewards to encourage them to enter into and continue in the employ or service of the Company or its subsidiaries, to acquire a proprietary interest in the long-term success of the Company and to reward the performance of individuals in fulfilling their personal responsibilities for long-range and annual achievements. In addition, the 2010 Plan permits the Company to grant “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code (“Section 162(m)”), thereby preserving the Company's ability to receive federal income tax deductions for those awards to the extent that they in fact comply with that Code section. The 2010 Plan reserves 1.5 million shares of the Company's common stock for issuance pursuant to awards to be granted under the plan. Under the 2010 Plan, the Company may grant stock options, stock appreciation rights, restricted stock, restricted stock units and stock and cash-based awards. | |||||||||||||||||||||
The aggregate number of shares of Common Stock as to which awards may be granted under any of the Plans, the number of shares of Common Stock covered by each outstanding award under the Plans and the exercise price per share of Common Stock in each outstanding award, are to be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a subdivision or consolidation of shares or other capital adjustment, or the payment of a stock dividend or other increase or decrease in such shares, effected without receipt of consideration by the Company, or other change in corporate or capital structure; provided, however, that any fractional shares resulting from any such adjustment are to be eliminated. | |||||||||||||||||||||
On March 30, 2010, the Board of Directors also approved the Jos. A. Bank Clothiers, Inc. 2010 Deferred Compensation Plan (the “Deferred Compensation Plan”). The Deferred Compensation Plan is a non-qualified, unfunded plan designed to provide a select group of the Company's senior management, which includes each of the named executive officers, highly compensated employees, and non-employee directors, with the opportunity to accumulate Company shares (through stock units) by deferring compensation on a pre-tax basis, and to provide the Company with a method of rewarding and retaining these individuals by providing them with a means to defer receipt of cash and shares of Common Stock associated with future grants of restricted stock units, performance share awards and certain other cash- and stock-based awards. The Deferred Compensation Plan reserves 4.5 million shares of the Company's Common Stock for issuance pursuant to distributions under the plan. At February 2, 2013 and February 1, 2014, 33,900 and 48,200 stock units, respectively, were outstanding under this plan. | |||||||||||||||||||||
Changes in options outstanding that were issued under the 1994 and 2002 Plans were as follows: | |||||||||||||||||||||
Fiscal Year 2011 | Fiscal Year 2012 | Fiscal Year 2013 | |||||||||||||||||||
Shares | Weighted | Shares | Weighted | Shares | Weighted | ||||||||||||||||
Average | Average | Average | |||||||||||||||||||
Exercise | Exercise | Exercise | |||||||||||||||||||
Price | Price | Price | |||||||||||||||||||
(In thousands, except per share information) | |||||||||||||||||||||
Outstanding at beginning of year | 305 | $ | 5.73 | 109 | $ | 7.18 | — | $ | — | ||||||||||||
Granted | — | $ | — | — | $ | — | — | $ | — | ||||||||||||
Exercised | (196 | ) | $ | 4.92 | (109 | ) | $ | 7.18 | — | $ | — | ||||||||||
Canceled | — | $ | — | — | $ | — | — | $ | — | ||||||||||||
Outstanding at end of year | 109 | $ | 7.18 | — | $ | — | — | $ | — | ||||||||||||
During fiscal years 2011, 2012 and 2013 we granted restricted stock units (“RSUs”) under the 2010 Plan to certain company officers and to the members of the Board of Directors at a weighted-average grant date fair value per share of $48.88, $42.38, and $44.35, respectively, and an aggregate fair value of approximately $3.2 million, $0.5 million and $0.6 million, respectively. The grant date fair value per share is based on the shares granted and the quoted price of the Company's Common Stock on the date of grant. The grants to the officers are intended to qualify under Section 162(m). | |||||||||||||||||||||
A summary of our nonvested RSU activity during fiscal years 2011, 2012 and 2013 is presented below: | |||||||||||||||||||||
Fiscal Year 2011 | Fiscal Year 2012 | Fiscal Year 2013 | |||||||||||||||||||
Nonvested Awards | Shares | Weighted-Average Grant-Date Fair Value | Shares | Weighted-Average Grant-Date Fair Value | Shares | Weighted-Average Grant-Date Fair Value | |||||||||||||||
(In thousands, except per share information) | |||||||||||||||||||||
Nonvested at beginning of year | 86 | $ | 39.72 | 110 | $ | 45.22 | 77 | $ | 44.36 | ||||||||||||
Granted | 66 | $ | 48.88 | 11 | $ | 42.38 | 13 | $ | 44.35 | ||||||||||||
Vested | (42 | ) | $ | 39.72 | (44 | ) | $ | 46.01 | (53 | ) | $ | 42.34 | |||||||||
Forfeited | — | — | — | $ | — | — | $ | — | |||||||||||||
Nonvested at end of year | 110 | $ | 45.22 | 77 | $ | 44.36 | 37 | $ | 47.24 | ||||||||||||
The Nonvested awards as of February 1, 2014 will vest through September 2014. | |||||||||||||||||||||
As of February 1, 2014, there was unrecognized compensation expense related to non-vested RSUs of approximately $0.3 million, which is expected to be recognized over a weighted average period of 0.3 years. As of February 1, 2014, the intrinsic value of non-vested RSUs was $2.1 million based on a share price of $56.22. The total value of RSUs that vested during 2012 was $2.0 million and 2013 was $2.1 million. | |||||||||||||||||||||
Excess tax benefits are realized tax benefits from tax deductions for the exercise of stock options or the issuance of other awards in excess of the deferred tax asset attributable to stock compensation expense for such equity awards. In accordance with ASC 718 such realized tax benefits are presented as part of cash flows from financing activities. For fiscal years 2011 and 2012 , the tax benefits realized from stock equity awards totaled $1.9 million and $0.6 million, respectively, and for fiscal year 2013, there were less than $0.1 million of tax detriments realized from stock equity awards. |
Rights_Agreement
Rights Agreement | 12 Months Ended |
Feb. 01, 2014 | |
Disclosure Text Block Supplement [Abstract] | ' |
Rights Agreement | ' |
RIGHTS AGREEMENT: | |
On September 5, 2007, the Board declared a dividend of one preferred share purchase right (a “Right”) for each outstanding Share. The dividend was paid on September 20, 2007 (the “Rights Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Shares”), at a price of $200 per one one-hundredth of a Preferred Share (the “Rights Purchase Price”), subject to adjustment and amendment. Each one one-hundredth of a Preferred Share has designations and powers, preferences and rights, and the qualifications, limitations and restrictions which make its value approximately equal to the value of a Share. The description and terms of the Rights are set forth in a Rights Agreement, dated as of September 6, 2007, entered into between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”) (the “Original Rights Agreement”). | |
On January 3, 2014 (the “First Rights Agreement Amendment Date”), the Original Rights Agreement was modified, pursuant to Amendment No. 1 to Rights Agreement (“Amendment No. 1”; the Original Rights Agreement as so amended, the “First Amended Rights Agreement”), to, among other things: (i) decrease from 20% to 10% the beneficial ownership threshold by which any person or entity (together with all affiliates and associates of such person or entity) becomes an Acquiring Person (as defined below) as contemplated by the First Amended Rights Agreement (subject to certain exceptions as set forth therein); (ii) include provisions in respect of certain derivative or synthetic arrangements having characteristics of a long position in the Shares in the definition of securities which a person or entity would be deemed to beneficially own; (iii) increase the Rights Purchase Price to $250; and (iv) allow the Board to redeem the Rights for any reason at any time prior to the close of business on the Distribution Date (as defined below). | |
On February 13, 2014, the First Amended Rights Agreement was modified, pursuant to Amendment No. 2 to Rights Agreement (“Amendment No. 2”; the First Amended Rights Agreement as so amended, the “Second Amended Rights Agreement”), to, among other things provide that neither Everest Topco nor any of its associates or affiliates (“Everest”) shall become an Acquiring Person (as defined in the Second Amended Rights Agreement), and that a Shares Acquisition Date (as defined in the Second Amended Rights Agreement) shall not be deemed to occur, as a result of the authorization, execution, delivery or performance of the Everest Purchase Agreement or the consummation of the transactions thereunder (the “Everest Transactions”), or the entry into Amendment No. 2, or the announcement of any of the foregoing, and Everest shall not become an Acquiring Person unless and until Everest shall acquire beneficial ownership of additional Shares such that it becomes the beneficial owner of the percentage of the Shares that is greater (by more than one percent of the outstanding Shares) than (A) the percentage of the Shares outstanding as to which Everest shall have beneficial ownership as of immediately after the consummation of the Everest Transactions, including the issuer tender offer by the Company or (y) such lesser percentage as to which Everest has beneficial ownership following any transfer of the Company’s securities by Everest after the closing date under the Everest Purchase Agreement; provided, however, that such provisions shall pertain only until the first time, following such closing date, as Everest has beneficial ownership of less than 9% of the Shares then outstanding. Amendment No. 2 also amends the First Amended Rights Agreement with respect to Everest and FMR LLC and any other person that beneficially owned between 10% and 20% of the Shares outstanding on January 3, 2014 to clarify the scope of the definition of “Acquiring Person” as it applies to such persons in the event that the Company purchases Shares, whether through an issuer tender offer or otherwise. | |
On March 11, 2014, prior to the execution of the Merger Agreement, the Board approved an amendment (“Amendment No. 3”) to the Second Amended Rights Agreement (as so amended, the “Rights Agreement”). Amendment No. 3 renders the Rights Agreement inapplicable to the Second Amended Offer, the Merger and the Merger Agreement and the transactions contemplated thereby. Specifically, Amendment No. 3, among other matters, provides that none of (i) the approval, execution, delivery, performance, consummation or public announcement of the Merger Agreement, (ii) the approval, commencement, consummation or public announcement of the Second Amended Offer or Merger or (iii) the approval, execution, delivery, performance, commencement, consummation or public announcement of any of the other transactions contemplated by the Merger Agreement will result in either Men's Wearhouse or Java being deemed an Acquiring Person (as such term is defined in the Rights Agreement) or give rise to any event that would result in the occurrence of a Shares Acquisition Date or a Distribution Date (as those terms are defined in the Rights Agreement). Amendment No. 3 also provides that the Rights Agreement shall expire and terminate immediately prior to the Effective Time in accordance with the terms of the Merger Agreement. | |
The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Original Rights Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 set forth as Exhibits 4.2, 4.2(a), 4.2(b) and 4.2(c) hereto, respectively. |
Segment_Reporting
Segment Reporting | 12 Months Ended | |||||||||||||||
Feb. 01, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
SEGMENT REPORTING: | ||||||||||||||||
We have two reportable segments: Stores and Direct Marketing. The Stores segment includes all Company-owned stores excluding Factory stores (“Full-line Stores”). The Direct Marketing segment includes the call center and the Internet. While each segment offers a similar mix of men’s clothing to the retail customer, the Stores segment also provides complete alterations, while the Direct Marketing segment provides certain limited alterations. | ||||||||||||||||
The accounting policies of the segments are the same as those described in the summary of significant policies. We evaluate performance of the segments based on “four wall” contribution, which excludes any allocation of overhead from the corporate office and the distribution centers (except order fulfillment costs, which are allocated to Direct Marketing), interest and income taxes. | ||||||||||||||||
Our segments are strategic business units that offer similar products to the retail customer by two distinctively different methods. In the Stores segment, a typical customer travels to the store and purchases our merchandise and/or alterations and takes their purchases with them. The Direct Marketing customer receives a catalog in his or her home and/or office and/or visits our Internet web sites and places an order by phone, mail, fax or online. The merchandise is then shipped to the customer. | ||||||||||||||||
Segment data is presented in the following tables: | ||||||||||||||||
Fiscal Year 2011 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 854,322 | $ | 97,924 | $ | 27,606 | $ | 979,852 | ||||||||
Depreciation and amortization | 21,465 | 651 | 3,985 | 26,101 | ||||||||||||
Operating income (loss) (b) | 203,553 | 32,887 | (77,033 | ) | 159,407 | |||||||||||
Capital expenditures (c) | 25,522 | 401 | 11,608 | 37,531 | ||||||||||||
Fiscal Year 2012 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 890,700 | $ | 120,137 | $ | 38,476 | $ | 1,049,313 | ||||||||
Depreciation and amortization | 23,204 | 743 | 4,574 | 28,521 | ||||||||||||
Operating income (loss) (b) | 173,763 | 29,182 | (74,505 | ) | 128,440 | |||||||||||
Capital expenditures (c) | 27,638 | 922 | 7,083 | 35,643 | ||||||||||||
Fiscal Year 2013 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 854,755 | $ | 132,808 | $ | 44,603 | $ | 1,032,166 | ||||||||
Depreciation and amortization | 23,931 | 820 | 4,822 | 29,573 | ||||||||||||
Operating income (loss) (b) | 155,903 | 26,699 | (80,576 | ) | 102,026 | |||||||||||
Capital expenditures (c) | 22,378 | 31 | 6,876 | 29,285 | ||||||||||||
_________________________________________ | ||||||||||||||||
(a) | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent call center and Internet sales. Net sales from segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments. Those segments are Factory stores and Franchise stores. These segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.” | |||||||||||||||
(b) | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers, interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $17.9 million, $20.8 million and $21.7 million for fiscal years 2011, 2012 and 2013, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. | |||||||||||||||
(c) | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Feb. 01, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
RELATED PARTY TRANSACTIONS: | |
On September 9, 2008, the Company and Robert N. Wildrick, Chairman of the Board, entered into a Consulting Agreement (as amended, the “Consulting Agreement”) pursuant to which the Company retained Mr. Wildrick to consult on matters of strategic planning and initiatives for a consulting period from February 1, 2009 through January 31, 2012 at a fee of $0.8 million per year. Pursuant to that certain First Amendment to Consulting Agreement, dated November 30, 2010, the consulting period was extended through January 26, 2014. Pursuant to that certain Second Amendment to Consulting Agreement, dated April 2, 2013, the consulting period was extended through January 30, 2016. Pursuant to that certain Third Amendment to Consulting Agreement, dated December 18, 2013, the Company agreed to indemnify Mr. Wildrick in his capacity as a consultant and to obtain reasonable insurance in connection therewith. In accordance with the Company's policy regarding related party transactions described below, the First Amendment and Third Amendment were approved by the independent members of the Board of Directors and the Second Amendment was approved by the Audit Committee. | |
The Consulting Agreement includes an agreement by Mr. Wildrick not to compete with the Company or to solicit its customers or employees during its term. The Consulting Agreement also provides for the acceleration of payments due thereunder to Mr. Wildrick in connection with certain termination events. | |
If Mr. Wildrick's services are terminated by the Company without “cause” (as defined below), the Company will be obligated to pay Mr. Wildrick the balance of amounts due under the Consulting Agreement for its remaining term as and when such payments would otherwise be due. If Mr. Wildrick's services are terminated by the Company with “cause,” the Company will be obligated to pay Mr. Wildrick the unpaid, prorated amount of the consulting fees payable through the date of termination. Without limiting the terms and conditions of the Consulting Agreement, the term “cause,” as used therein, generally means: (a) the conviction of Mr. Wildrick of a felony involving money or other property of the Company or any other felony or offense involving moral turpitude; or (b) the willful commission of any act of fraud or misrepresentation related to the business of the Company which would materially and negatively impact the Company. | |
If within ninety (90) days following a change of control of the Company (as defined below), Mr. Wildrick exercises his right to terminate the Consulting Agreement or the Company terminates the Consulting Agreement based on a default thereunder by Mr. Wildrick, the Company will pay Mr. Wildrick a lump sum equal to the balance of amounts due under the Consulting Agreement for its remaining term. Without limiting the terms and conditions of the Consulting Agreement, the term “change of control,” as used therein, generally means (a) the acquisition by any “person” (as defined in the Securities Exchange Act of 1934, as amended) of beneficial ownership of 51% or more of the stock of the Company; (b) the acquisition by any such “person” of beneficial ownership of 30% or more of the stock of the Company and a change in the majority of the Board; or (c) the merger, consolidation or liquidation of the Company or the sale or disposition of all or substantially all of the assets of the Company. The Merger will constitute a change of control under the Consulting Agreement. | |
As a result of the Merger Agreement, the Company, Men’s Wearhouse and Mr. Wildrick entered into a binding term sheet (the “Term Sheet”) with respect to the compensation of Mr. Wildrick and the obligations of the Company under the Consulting Agreement, and certain other agreements of Mr. Wildrick, the Company and Men's Wearhouse. The Term Sheet generally provides that (i) pursuant to the Consulting Agreement, Mr. Wildrick will be paid $1,800,000 in respect of consulting services he has provided through March 8, 2014 in excess of those required under the Consulting Agreement, (ii) the amount of such additional fees Mr. Wildrick may earn between March 11, 2014 and the consummation of the Merger Transactions is limited to $500,000 and (iii) Mr. Wildrick will be subject to a non-competition covenant for the two year period following the closing of the transactions contemplated by the Merger Agreement (for which covenant Mr. Wildrick will receive a payment of $3,500,000, of which $1,000,000 is payable upon the closing of the Merger and the remainder is payable in equal installments over the term of the covenant). | |
The Company's policy regarding related party transactions is set forth in the Audit Committee's charter and in the Company's Corporate Governance Standards (both of which are available on our website at www.josbank.com). As used herein and therein, “related party transactions” are transactions that are required to be disclosed pursuant to Item 404(a) of Regulation S-K of the Securities and Exchange Commission. Item 404(a) generally requires disclosure of transactions in which the Company is a participant, the amount involved exceeds $120,000 and in which any related person (such as an executive officer, director, director nominee, or 5% stockholder of the Company or any family member of the foregoing) has a direct or indirect material interest. Except as otherwise set forth below, the Audit Committee shall review each related party transaction to determine whether it is fair and reasonable to the Company. Notwithstanding the foregoing, in lieu of the Committee so doing, the determination of whether a related party transaction is fair and reasonable to the Company may be made by the members of the Board who are independent directors. The Company will enter into or ratify a related party transaction only if the Committee or the independent directors, as the case may be, determines that it is fair and reasonable to the Company. In the event a related party transaction is entered into without prior approval as set forth in the Company's related party transaction policy and, after review by the Committee or the independent directors, as the case may be, such transaction is not determined to be fair and reasonable to the Company, the Company will make all reasonable efforts to cancel or annul such transaction. |
Quarterly_Financial_Informatio
Quarterly Financial Information (Unaudited) | 12 Months Ended | ||||||||||||||||||||
Feb. 01, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
Quarterly Financial Information (Unaudited) | ' | ||||||||||||||||||||
QUARTERLY FINANCIAL INFORMATION (Unaudited): | |||||||||||||||||||||
Summarized quarterly financial information in fiscal years 2012 and 2013 as follows: | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
(In thousands, except per share information) | |||||||||||||||||||||
Fiscal Year 2012 | |||||||||||||||||||||
Net sales | $ | 201,354 | $ | 260,343 | $ | 232,851 | $ | 354,765 | $ | 1,049,313 | |||||||||||
Gross profit | 127,761 | 152,886 | 132,646 | 198,469 | 611,762 | ||||||||||||||||
Operating income | 24,408 | 37,116 | 21,168 | 45,748 | 128,440 | ||||||||||||||||
Net income | 14,832 | 23,158 | 13,305 | 28,401 | 79,696 | ||||||||||||||||
Diluted income per common share (a) | $ | 0.53 | $ | 0.83 | $ | 0.47 | $ | 1.01 | $ | 2.84 | |||||||||||
Fiscal Year 2013 | |||||||||||||||||||||
Net sales | $ | 196,055 | $ | 232,529 | $ | 247,468 | $ | 356,114 | $ | 1,032,166 | |||||||||||
Gross profit | 119,186 | 137,364 | 142,108 | 197,930 | 596,588 | ||||||||||||||||
Operating income | 12,953 | 23,128 | 21,558 | 44,387 | 102,026 | ||||||||||||||||
Net income | 8,088 | 14,249 | 13,616 | 27,373 | 63,326 | ||||||||||||||||
Diluted income per common share (a) | $ | 0.29 | $ | 0.51 | $ | 0.49 | $ | 0.98 | $ | 2.26 | |||||||||||
_________________________________________ | |||||||||||||||||||||
(a) | Per common share amounts for the quarters and the full year have been calculated separately. Accordingly, quarterly amounts may not add to the full year amount because of the effects of rounding. |
Subsequent_Events_Notes
Subsequent Events (Notes) | 12 Months Ended |
Feb. 01, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
SUBSEQUENT EVENTS: | |
Java Corp., a Delaware corporation (“Java”) and a wholly owned subsidiary of The Men's Wearhouse, Inc. a Texas corporation, (“Men’s Wearhouse”) has commenced a tender offer to acquire all outstanding shares of common stock of the Company, par value $0.01 per share (such securities, together with the associated preferred share purchase rights, the “Shares”), at a price of $65.00 per Share, net to the seller in cash (less any required withholding taxes and without interest) (the “Offer Price”) as more fully disclosed in a Tender Offer Statement on Schedule TO, dated March 20, 2014, (the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”). The tender offer and related purchase are upon the terms and subject to the conditions set forth in the Second Amended and Restated Offer to Purchase, dated March 20, 2014, (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Second Amended Offer”) filed by Java and Men’s Wearhouse with the SEC on March 20, 2014. | |
The Second Amended Offer is being made pursuant to the Agreement and Plan of Merger, dated as of March 11, 2014, by and among the Company, Men’s Wearhouse and Java (together with any amendments or supplements thereto, the “Merger Agreement”). The Second Amended Offer, if consummated, will be followed by a merger (the “Merger”) of Java with and into the Company, with the Company as the surviving corporation and a wholly owned subsidiary of Men’s Wearhouse, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law (the “DGCL”) without any additional stockholder approvals. In the Merger, any Shares not tendered into the Second Amended Offer, other than Shares held by the Company, Men’s Wearhouse, Java or stockholders who have validly exercised and perfected (and not lost or withdrawn) their appraisal rights under the DGCL, will be cancelled and automatically converted into the right to receive the same per share consideration paid to stockholders in the Second Amended Offer. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury stock or owned by Men’s Wearhouse or Java, which will be cancelled and will cease to exist, and (ii) Shares owned by Company’s stockholders who perfect their appraisal rights under the DGCL) will be converted into cash equal in form and amount to the Offer Price paid in the Second Amended Offer. The transactions contemplated under the Merger Agreement and the Second Amended Offer are herein referred as the “Merger Transactions”. | |
The Merger Agreement contains representations, warranties and covenants of the parties customary for transactions of this type. The Company has also agreed to customary covenants governing the conduct of its business, including an obligation to conduct its business and operations in the ordinary course and consistent with past practices until the Effective Time. Subject to certain limited exceptions in the Merger Agreement, the Company has agreed not to solicit, initiate or participate in discussions with third parties regarding other proposals to acquire the Company and has agreed to certain restrictions on its ability to respond to such proposals, subject to the exercise of the fiduciary duties of the board of directors of the Company (the “Board”). The Merger Agreement also contains certain termination provisions for the Company and Men’s Wearhouse. If we terminate the Merger Agreement in connection with a superior proposal under certain specified circumstances, we may be required to pay Men’s Wearhouse a termination fee of $60 million. Alternatively, Men’s Wearhouse may be required to pay the Company a termination fee of $75 million if the Merger Agreement is terminated under any of the following conditions: (i) applicable law or a temporary restraining order, preliminary or permanent injunction or other judgment, order or decree, in each case, with respect to Section 7 of the Clayton Antitrust Act of 1914 or any other applicable antitrust law, is entered, enacted, promulgated, enforced or issued by any court or other governmental entity of competent jurisdiction in the United States or any material foreign jurisdiction and remains in effect which has the effect of prohibiting the consummation of the Merger Transactions; (ii) if the Second Amended Offer is not consummated by September 30, 2014, and as of such date any waiting period (and any extension thereof) under the HSR Act applicable to the Second Amended Offer shall not have expired or been terminated; or (iii) subject, in certain cases, to a notice and cure period, there shall have been a material breach by Men’s Wearhouse or Java of the covenant relating to obtaining antitrust and any other regulatory approvals that resulted or would reasonably be expected to result in the failure of Men’s Wearhouse or Java to consummate the closing of the Second Amended Offer or the Merger in accordance with the terms of the Merger Agreement. | |
At a meeting held on March 11, 2014, the Board unanimously (i) determined that the Merger Agreement, the Second Amended Offer, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) adopted and approved the Merger Agreement and the transactions contemplated thereby and (iii) resolved to recommend that the stockholders of the Company accept the Second Amended Offer and tender their Shares to Java pursuant to the Second Amended Offer. | |
Prior to entering into the Merger Agreement, the Company had entered into a Membership Interest Purchase Agreement (the “Everest Purchase Agreement”) pursuant to which the Company agreed to purchase from Everest Topco LLC (“Everest Topco”) all of the outstanding limited liability company interests of Everest Holdings LLC, a Delaware limited liability company (“Everest Holdings”). Everest Holdings is a holding company for the Eddie Bauer brand and its related businesses and operations. The transactions which were to be consummated under the Everest Purchase Agreement are herein referred to as the “Everest Transactions.” On March 11, 2014, prior to the execution and delivery of the Merger Agreement, the Company terminated the Everest Purchase Agreement as a result of the Board’s determination that the Second Amended Offer constituted a “Superior Proposal,” as defined in the Everest Purchase Agreement. The Company paid to Everest Topco a termination fee of $48 million and reimbursed Everest Topco $.5 million for certain expenses pursuant to the Everest Purchase Agreement. | |
On March 20, 2014, Men’s Wearhouse and Java amended the Schedule TO to reflect the terms of the Second Amended Offer, including the extension of the expiration date to 5:00 p.m., New York City time on April 9, 2014. | |
A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The foregoing descriptions of the Merger Agreement and the Second Amended Offer are qualified in their entirety by reference to the Merger Agreement, the Offer to Purchase and the Letter of Transmittal. A copy of the Everest Purchase Agreement is filed as Exhibit 2.2 hereto and is incorporated herein by reference. The foregoing description of the Everest Purchase Agreement is qualified in its entirety by reference to the Everest Purchase Agreement. | |
Related to the agreements discussed above, the Company expects to incur transaction-related costs of approximately $100 million to $110 million in fiscal year 2014 and the amount may vary significantly depending on the timing of the transaction. This range includes the $48.5 million paid to Everest Topco and includes approximately $30 million of costs that are contingent upon the Merger Transactions closing. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Feb. 01, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Principles of Consolidation | ' | ||||||||
The consolidated financial statements include the accounts of Jos. A. Bank Clothiers, Inc. and its wholly-owned subsidiaries (collectively referred to as “we”, "us" or "our"). All intercompany balances and transactions have been eliminated in consolidation. | |||||||||
ASC 810 - "Consolidation" (“ASC 810”) provides a framework for determining whether an entity should be considered a variable interest entity (“VIE”), and if so, whether the Company's involvement with the entity results in a variable interest in the entity. If the Company determines that it does have a variable interest in the entity, it must perform an analysis to determine whether it represents the primary beneficiary of the VIE. If the Company determines it is the primary beneficiary of the VIE, it is required to consolidate the assets, liabilities and results of operations and cash flows of the VIE into the consolidated financial statements of the Company. | |||||||||
On January 2, 2014, the Company entered into agreements with the owner of one of our leased distribution center properties, which are further described in Note 9 - Commitments and Contingencies. Based on the terms of the agreements, we consider the lessor to be a VIE and the Company is deemed to have a variable interest in the lessor. However, we have concluded that we are not the primary beneficiary of this VIE based on, among other factors, the following: a) the Company does not have the power to direct the daily operating activities of the VIE, and b) any financial oversight of the lessor’s expenditures is deemed to be a protective right under ASC 810. Management has concluded we are not required to consolidate the assets, liabilities and results of operations and cash flows of this VIE. While we believe our evaluation and conclusions are appropriate, future changes in estimates, assumptions or our relationship with the VIE may affect the determination of primary beneficiary status and result in future consolidation of the VIE’s assets, liabilities and results of operations into our consolidated financial statements. | |||||||||
Fiscal Year | ' | ||||||||
We maintain our accounts on a 52/53 week fiscal year ending on the Saturday closest to January 31. The fiscal years ended January 28, 2012 and February 1, 2014 contained 52 weeks and the fiscal year ended February 2, 2013 contained 53 weeks. | |||||||||
Use of Estimates | ' | ||||||||
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best available information. However, actual results could and probably will differ from those estimates. Significant estimates in these financial statements include net realizable value of inventory, estimates of future cash flows associated with asset impairments, useful lives for depreciation and amortization, estimates related to the liability for health care costs, estimates related to the sales returns reserve, estimates related to legal contingencies and estimates related to the realizability of deferred tax assets, among others. | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and cash equivalents totaled $71.3 million and $305.5 million at fiscal year-end 2012 and fiscal year-end 2013, respectively, and include bank deposit accounts, money market accounts and other highly liquid investments with original maturities of 90 days or less. At fiscal year-end 2012 and 2013, $33.8 million and $8.0 million, respectively, of the cash and cash equivalents were invested in overnight federally-sponsored agency notes (notes issued by the Federal Home Loan Banks) and the remainder was primarily invested in U.S. Treasury bills with original maturities of 90 days or less. | |||||||||
Short-term Investments | ' | ||||||||
Short-term investments consist of investments in securities with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At fiscal year-end 2013, short-term investments consisted solely of U.S. Treasury bills with remaining maturities ranging from less than one month to three months. These investments are classified as held-to-maturity and their market values approximate their carrying values. | |||||||||
Inventories | ' | ||||||||
We record inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. We capitalize into inventory certain warehousing and freight delivery costs associated with shipping our merchandise to the point of sale. We periodically review quantities of inventories on hand and compare these amounts to the expected sales of each product. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to net realizable value. | |||||||||
Franchise Fees | ' | ||||||||
We have 15 stores operated by franchisees, representing approximately 2% of our store base. Monthly franchise fees are recognized when earned under the franchise agreements. The fees are based on a percentage of sales generated by the Franchise stores. In addition, the Company sells inventory at a mark-up to the franchisees. | |||||||||
Such fees are included in net sales in the Consolidated Statements of Income. Initial franchise fees are fully earned upon execution of the franchise agreements. There are no further obligations on the part of the Company in order to earn the initial franchise fee. | |||||||||
We do not have a controlling interest in any of our franchisees through voting rights or any other means and, in accordance with FASB ASC 810-10, “Consolidation of Variable Interest Entities,” we do not consolidate these entities. We sell inventory to our Franchise stores at prices above cost and the Franchise stores have the right to return some of their inventory to us. | |||||||||
Gift Cards and Certificates | ' | ||||||||
We sell gift cards and gift certificates to individuals and companies. Our incentive gift certificates are used by various companies as a reward for achievement for their employees. We also redeem proprietary gift cards and gift certificates marketed by third-party premium/incentive companies. We record a liability when a gift card/certificate is purchased. As the gift card/certificate is redeemed, we reduce the liability and record revenue. Substantially all of our gift cards/certificates do not have expiration dates and they are all subject to state escheatment laws. Based on historical experience, gift cards/certificates redemptions after the escheatment due date are remote and we recognize any income (also referred to as “breakage”) on these unredeemed gift cards/certificates on a specific identification basis on the escheatment date. | |||||||||
Tuxedo Rental Products | ' | ||||||||
Revenues from tuxedo rental products are recognized on a gross basis upon delivery of rental products to customers. When a customer orders a tuxedo rental from us, an order is placed with a national distributor who delivers the product to our stores, typically within several days of intended use. The national distributor owns the rental product and charges the company a rental cost for each rental and delivery which is recorded as "Cost of goods sold". | |||||||||
Landlord Contributions | ' | ||||||||
We typically receive reimbursement from landlords for a portion of the cost of leasehold improvements for new stores and, occasionally, for renovations and relocations. These landlord contributions are initially accounted for as an increase to deferred rent and as an increase to prepaid expenses and other current assets when the related store is opened. When collected, we record cash and reduce the prepaid expenses and other current assets account. The collection of landlord contributions is presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The deferred rent is amortized over the lease term in a manner that is consistent with our policy to straight-line rent expense over the term of the lease. The amortization is recorded as a reduction to sales and marketing expense, which is consistent with the classification of lease expense. The amortization of deferred rent recognized in the Consolidated Statements of Income was $8.2 million, $8.5 million and $8.4 million in fiscal years 2011, 2012 and 2013, respectively. | |||||||||
Catalog | ' | ||||||||
Costs related to mail order catalogs, including design, printing and distribution, are included in prepaid expenses and other current assets consistent with FASB ASC 720-35, “Advertising Costs.” These costs are amortized as sales and marketing expense based on actual revenue for the period as compared to aggregate projected revenue over the benefit period in which customers are expected to order, which is typically over a six month period. The benefit period is based on historical ordering patterns. At fiscal year-end 2012 and fiscal year-end 2013, the amounts included in prepaid expenses and other current assets related to catalog costs were $0.9 million and $0.8 million, respectively. | |||||||||
Marketing Expenses | ' | ||||||||
Marketing expenses consist of advertising, display, list rental and Internet advertising costs. Marketing costs are recognized as expenses the first time the marketing takes place. Marketing expense, excluding catalog production costs, was approximately $70.0 million, $84.0 million and $75.6 million in fiscal years 2011, 2012 and 2013, respectively. These amounts exclude catalog production costs of approximately $6.2 million, $5.8 million and $3.2 million for fiscal years 2011, 2012 and 2013, respectively. Marketing and catalog costs are included in “Sales and marketing” in the accompanying Consolidated Statements of Income. | |||||||||
Contingent Rental Expense | ' | ||||||||
We have certain store leases that determine all or a portion of their rent based on annual aggregate sales from the respective stores. We recognize contingent rental expense prior to achievement of the specified target that triggers the contingent rental provided that achievement of that target is probable. The amount is recorded on a straight-line basis throughout the year based on the projected annual contingent rent. | |||||||||
Property, Plant and Equipment | ' | ||||||||
Property, plant and equipment are stated at cost. We depreciate and amortize property, plant and equipment on a straight-line basis over the following estimated useful lives: | |||||||||
Asset Class | Estimated Useful Lives | ||||||||
Buildings and improvements | 25 years | ||||||||
Equipment | 3‑10 years | ||||||||
Furniture and fixtures | 10 years | ||||||||
Leasehold improvements | Generally 10 years | ||||||||
We amortize leasehold improvements over the shorter of the lease term or the useful life of the improvements. Depreciation and amortization expense of property, plant, and equipment for fiscal years 2011, 2012 and 2013 was approximately $26.1 million,$28.5 million and $29.6 million, respectively. Maintenance and repairs that do not extend the lives of the assets are expensed as incurred. | |||||||||
Long-Lived Assets | ' | ||||||||
Long-lived assets, such as property, plant, and equipment, subject to depreciation and amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. During fiscal years 2011, 2012 and 2013, we recognized impairment charges of $0.3 million, $0.8 million and $1.0 million, respectively, relating to several stores within our Stores segment. The charges were included in “Sales and marketing” in the Consolidated Statements of Income. The aggregate fair value of the property, plant and equipment recorded for the stores impaired in fiscal years 2011, 2012 and 2013 were estimated to be $0.3 million, $0.2 million and $0.2 million, respectively. The fair value measurements related to these assets are considered to fall under level 3 of the fair value hierarchy of ASC 820, “Fair Value Measurements and Disclosures,” since the valuations are based on significant unobservable inputs. These valuations are based on discounted cash flow analyses with the significant unobservable inputs being the future projected cash flows which are reflective of the Company's best estimates and the discount rates which we believe are representative of arms-length third-party required rates of return. | |||||||||
Fair Value of Financial Instruments | ' | ||||||||
For cash and cash equivalents, accounts receivable and accounts payable, the carrying amounts reflect the market value due to the short-term nature of these accounts. For short-term investments, the carrying amounts reflect the market value due to the short-term maturities of these instruments. | |||||||||
Net Sales | ' | ||||||||
In our Stores segment, net sales are recognized at the point-of-sale. In our Direct Marketing segment, sales are recognized when products are shipped to the customer. We present sales net of sales tax in the accompanying Consolidated Statements of Income. We provide for sales returns based on estimated returns in future periods. The sales return reserves at fiscal years 2011, 2012 and 2013 were $2.6 million, $2.7 million and $2.6 million, respectively, and were included in “Accrued expenses” in the accompanying Consolidated Balance Sheets. | |||||||||
Classification of Expenses | ' | ||||||||
Cost of goods sold primarily includes the cost of merchandise, tailoring and freight from vendors to the distribution center and from the distribution center to the stores. Sales and marketing expenses consist primarily of Full-line store, Factory store and Direct Marketing occupancy, payroll, selling and other variable costs and total Company advertising and marketing expenses. General and administrative expenses consist primarily of corporate and distribution center costs and total company performance based incentive compensation (other than commissions). | |||||||||
Lease Accounting | ' | ||||||||
Most lease agreements provide for monthly rent payments that may change over the lease term. For leases whereby rent payments can be reasonably estimated, rent expense is recorded on a straight-line basis over a consistent lease period (generally, the initial non-cancelable lease term plus renewal option periods provided for in the lease that can be reasonably assured) and the excess of rent expense over cash amounts paid are included in “deferred rent” in the accompanying Consolidated Balance Sheets. For lease agreements with monthly rent payments that cannot be estimated, rent expense is recorded as incurred. Any rent concessions, including landlord contributions, are amortized over the lease term as a reduction of rent expense. The term of the lease begins on the date we have the right to control the use of the leased property, generally approximately six to nine weeks prior to opening the store. | |||||||||
Store Opening Costs | ' | ||||||||
Costs incurred in connection with store start-up costs, such as travel for recruitment, training and setup of new store openings, are expensed as incurred. | |||||||||
Income Taxes | ' | ||||||||
Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Consolidated Statements of Income in the period that includes the enactment date. | |||||||||
We account for uncertainties in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in financial statements. We recognize tax liabilities for uncertain income tax positions (“unrecognized tax benefits”) where an evaluation has indicated that it is more likely than not that the tax positions will not be sustained in an audit. We estimate the unrecognized tax benefits as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We re-evaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. The re-evaluations are based on many factors, including, but not limited to, changes in facts or circumstances, changes in tax law, settled issues as a result of audits, expirations due to statutes of limitations, and new federal or state audit activity. We also recognize accrued interest and penalties related to these unrecognized tax benefits. Changes in these accrued items are included in the provision for income taxes in the Condensed Consolidated Statements of Income. | |||||||||
Earnings Per Share | ' | ||||||||
Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income by the diluted weighted average common shares, which reflects the potential dilution of common stock equivalents. The weighted average shares used to calculate basic and diluted EPS are as follows: | |||||||||
Fiscal Year | |||||||||
2011 | 2012 | 2013 | |||||||
(In thousands) | |||||||||
Weighted average shares outstanding for basic EPS | 27,757 | 27,901 | 27,981 | ||||||
Dilutive effect of common stock equivalents | 204 | 112 | 72 | ||||||
Weighted average shares outstanding for diluted EPS | 27,961 | 28,013 | 28,053 | ||||||
We use the treasury method for calculating the dilutive effect of common stock equivalents. For fiscal years 2011, 2012 and 2013, there were no anti-dilutive common stock equivalents which were excluded from the calculation of diluted shares. | |||||||||
On June 17, 2010, our Board of Directors declared a stock split in the form of a 50% stock dividend which was distributed on August 18, 2010 to stockholders of record as of July 30, 2010. All share and per share amounts of common shares included in this Annual Report on Form 10-K have been adjusted to reflect this stock dividend | |||||||||
Performance-Based Incentive Plans | ' | ||||||||
Performance-based incentive plans provide annual cash incentive compensation to certain employees based upon, among other things, the attainment of certain annual earnings and performance goals. At each interim quarter-end, we estimate the probability that such goals will be attained based on results-to-date and the likelihood of discretionary payments and record incentive compensation accordingly, based on the projected annual incentive payments. | |||||||||
Equity Compensation | ' | ||||||||
We account for our equity awards in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), which requires the compensation cost resulting from all share-based awards to be recognized in the financial statements. The amount of compensation is measured based on the grant-date fair value of the awards and is recognized over the vesting period of the awards. The vesting of awards to both the officers and directors is subject to service conditions being met, currently ranging from one to three years. Additionally, the vesting of awards to officers is subject to performance conditions being met in the fiscal year that the awards are granted such as, among other things, the attainment of certain annual earnings and performance goals. For these officer awards (which represents approximately $2.6 million of the aggregate grant date fair value of $3.2 million for fiscal year 2011, none of the aggregate grant date fair value of $0.5 million for fiscal year 2012 and none of the aggregate grant date fair value of $0.6 million for fiscal year 2013), we estimate the probability that such goals will be attained based on results-to-date at each interim quarter-end and record compensation cost to "General and administrative expense" for these awards based on the awards projected to vest. Share-based compensation expense recognized for fiscal years 2011, 2012 and 2013 related to equity awards issued under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (“Equity Incentive Plan”) was $2.5 million, $2.1 million and $1.6 million, respectively, and the tax benefit recognized related to this compensation was $1.0 million, $0.8 million and $0.6 million, respectively. | |||||||||
Healthcare Costs | ' | ||||||||
Healthcare claims for eligible participating employees are self-insured by us, subject to certain deductibles and limitations per incident where third-party insurance provides “stop loss” coverage. The liability for healthcare costs includes an estimate for claims incurred but not reported. In estimating this liability, we consider historical claims experience and the timing of the submission of expected claims. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Feb. 01, 2014 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Schedule of Cash Flow, Supplemental Disclosures | ' | |||||||||||
Interest and income taxes paid were as follows: | ||||||||||||
Fiscal Year | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(In thousands) | ||||||||||||
Interest paid | $ | 312 | $ | 26 | $ | 19 | ||||||
Income taxes paid | $ | 57,206 | $ | 51,275 | $ | 33,216 | ||||||
Property, Plant and Equipment | ' | |||||||||||
We depreciate and amortize property, plant and equipment on a straight-line basis over the following estimated useful lives: | ||||||||||||
Asset Class | Estimated Useful Lives | |||||||||||
Buildings and improvements | 25 years | |||||||||||
Equipment | 3‑10 years | |||||||||||
Furniture and fixtures | 10 years | |||||||||||
Leasehold improvements | Generally 10 years | |||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||
The weighted average shares used to calculate basic and diluted EPS are as follows: | ||||||||||||
Fiscal Year | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(In thousands) | ||||||||||||
Weighted average shares outstanding for basic EPS | 27,757 | 27,901 | 27,981 | |||||||||
Dilutive effect of common stock equivalents | 204 | 112 | 72 | |||||||||
Weighted average shares outstanding for diluted EPS | 27,961 | 28,013 | 28,053 | |||||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current | ' | |||||||
Inventories as of February 2, 2013 and February 1, 2014, consist of the following: | ||||||||
February 2, 2013 | February 1, 2014 | |||||||
(In thousands) | ||||||||
Finished goods, net | $ | 317,635 | $ | 295,889 | ||||
Raw materials | 12,867 | 8,433 | ||||||
Total inventories, net | $ | 330,502 | $ | 304,322 | ||||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
Prepaid Expense and Other Assets, Current [Abstract] | ' | |||||||
Prepaid Expenses and Other Assets Disclosure | ' | |||||||
Prepaid expenses and other current assets as of February 2, 2013 and February 1, 2014, consist of the following: | ||||||||
February 2, 2013 | February 1, 2014 | |||||||
(In thousands) | ||||||||
Landlord contributions receivable | $ | 2,706 | $ | 1,826 | ||||
Prepaid rents | 5,881 | 6,382 | ||||||
Assets of deferred compensation plan | 2,762 | 2,976 | ||||||
Prepaid expenses and other current assets | 12,573 | 11,876 | ||||||
Total prepaid expenses and other current assets, net | $ | 23,922 | $ | 23,060 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property, plant and equipment as of February 2, 2013 and February 1, 2014, consist of the following: | ||||||||
February 2, 2013 | February 1, 2014 | |||||||
(In thousands) | ||||||||
Land | $ | 1,819 | $ | 1,819 | ||||
Buildings and improvements | 17,731 | 17,745 | ||||||
Leasehold improvements | 156,434 | 166,733 | ||||||
Furniture and fixtures | 104,221 | 108,027 | ||||||
Equipment and other | 75,849 | 84,122 | ||||||
356,054 | 378,446 | |||||||
Less: accumulated depreciation and amortization | (203,694 | ) | (229,480 | ) | ||||
Property, plant and equipment, net | $ | 152,360 | $ | 148,966 | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Feb. 01, 2014 | ||||||||
Accrued Liabilities, Current [Abstract] | ' | |||||||
Schedule of Accrued Liabilities | ' | |||||||
Accrued expenses as of February 2, 2013 and February 1, 2014, consist of the following: | ||||||||
February 2, 2013 | February 1, 2014 | |||||||
(In thousands) | ||||||||
Accrued compensation and benefits | $ | 19,485 | $ | 19,961 | ||||
Gift cards and certificates payable | 19,985 | 22,232 | ||||||
Accrued federal and state income tax | — | 13,648 | ||||||
Current portion of deferred rent | 10,669 | 10,044 | ||||||
Accrued advertising expenses | 21,749 | 16,562 | ||||||
Accrued property, plant, and equipment | 8,651 | 6,982 | ||||||
Other accrued expenses | 24,100 | 25,594 | ||||||
Total | $ | 104,639 | $ | 115,023 | ||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Feb. 01, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | |||||||||||
The provision for income taxes consisted of the following: | ||||||||||||
Fiscal Year | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(In thousands) | ||||||||||||
Federal: | ||||||||||||
Current | $ | 42,161 | $ | 42,532 | $ | 40,982 | ||||||
Deferred | 10,463 | 652 | (6,944 | ) | ||||||||
State: | ||||||||||||
Current | 8,761 | 5,348 | 6,809 | |||||||||
Deferred | 566 | 615 | (1,798 | ) | ||||||||
Provision for income taxes | $ | 61,951 | $ | 49,147 | $ | 39,049 | ||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||||||
Provision for income tax is reconciled to the amount computed by applying the statutory Federal income tax rate of 35% for fiscal years 2011, 2012 and 2013 to income before provision for income taxes as follows: | ||||||||||||
Fiscal Year | ||||||||||||
2011 | 2012 | 2013 | ||||||||||
(In thousands) | ||||||||||||
Computed federal tax provision at statutory rates | $ | 55,805 | $ | 45,095 | $ | 35,831 | ||||||
State income taxes, net of federal income tax effect | 6,063 | 3,876 | 3,257 | |||||||||
Increase (decrease) in tax reserves | 74 | 119 | (243 | ) | ||||||||
Other, net | 9 | 57 | 204 | |||||||||
Provision for income taxes | $ | 61,951 | $ | 49,147 | $ | 39,049 | ||||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||||||||
The tax effects of temporary differences that give rise to significant positions of deferred tax assets and deferred tax liabilities as of February 2, 2013 and February 1, 2014 are as follows: | ||||||||||||
February 2, 2013 | February 1, 2014 | |||||||||||
(In thousands) | ||||||||||||
Deferred tax assets: | ||||||||||||
Current accrued liabilities and other | $ | 10,117 | $ | 16,511 | ||||||||
Noncurrent lease obligations | 9,685 | 6,154 | ||||||||||
Noncurrent accrued liabilities and other | 352 | 345 | ||||||||||
20,154 | 23,010 | |||||||||||
Deferred tax liabilities: | ||||||||||||
Current inventories | (20,278 | ) | (16,616 | ) | ||||||||
Current prepaid expenses and other current assets | (1,767 | ) | (1,714 | ) | ||||||||
Noncurrent property, plant and equipment | (19,828 | ) | (17,657 | ) | ||||||||
(41,873 | ) | (35,987 | ) | |||||||||
Net deferred tax liability | $ | (21,719 | ) | $ | (12,977 | ) | ||||||
Summary of Income Tax Contingencies | ' | |||||||||||
The following table summarizes the activity related to our unrecognized tax benefits and related accrued interest and penalties for fiscal years 2012 and 2013: | ||||||||||||
Fiscal Year | ||||||||||||
2012 | 2013 | |||||||||||
(In thousands) | ||||||||||||
Unrecognized tax benefit, beginning of year | $ | 626 | $ | 613 | ||||||||
Increases related to current year tax positions | 293 | 65 | ||||||||||
Settlement of tax positions | (132 | ) | — | |||||||||
Expiration of the statue of limitations for the assessment of taxes | (174 | ) | (308 | ) | ||||||||
Unrecognized tax benefit, end of year | $ | 613 | $ | 370 | ||||||||
Benefits_Plans_Tables
Benefits Plans (Tables) | 12 Months Ended | |||||||||||||||
Feb. 01, 2014 | ||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Defined Benefit and postretirement Benefit Plans Disclosures | ' | |||||||||||||||
The following table sets forth the plans' benefit obligations, fair value of plan assets, and funded status at February 2, 2013 and February 1, 2014: | ||||||||||||||||
Pension Benefits | Postretirement Benefits | |||||||||||||||
Fiscal Year | Fiscal Year | |||||||||||||||
2012 | 2013 | 2012 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
Accumulated benefit obligation | $ | 1,978 | $ | 2,067 | $ | 43 | $ | 11 | ||||||||
Fair value of plan assets | 1,904 | 1,996 | — | — | ||||||||||||
Funded status | (74 | ) | (71 | ) | (43 | ) | (11 | ) | ||||||||
Accrued benefit cost recognized in the balance sheets | $ | 74 | $ | 71 | $ | 43 | $ | 11 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Feb. 01, 2014 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments for Operating Leases | ' | |||
Future minimum lease payments, including rent escalations, under noncancelable operating leases for stores and other leased facilities opened and equipment placed in service as of fiscal year-end 2013, were as follows: | ||||
Fiscal Year Ending | Amount | |||
(In thousands) | ||||
Fiscal year 2014 | $ | 78,585 | ||
Fiscal year 2015 | 71,928 | |||
Fiscal year 2016 | 63,998 | |||
Fiscal year 2017 | 55,569 | |||
Fiscal year 2018 | 46,510 | |||
Thereafter | 120,495 | |||
Total | $ | 437,085 | ||
Incentive_Stock_Option_and_Oth1
Incentive Stock Option and Other Equity Plans (Tables) | 12 Months Ended | ||||||||||||||||||||
Feb. 01, 2014 | |||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity | ' | ||||||||||||||||||||
Changes in options outstanding that were issued under the 1994 and 2002 Plans were as follows: | |||||||||||||||||||||
Fiscal Year 2011 | Fiscal Year 2012 | Fiscal Year 2013 | |||||||||||||||||||
Shares | Weighted | Shares | Weighted | Shares | Weighted | ||||||||||||||||
Average | Average | Average | |||||||||||||||||||
Exercise | Exercise | Exercise | |||||||||||||||||||
Price | Price | Price | |||||||||||||||||||
(In thousands, except per share information) | |||||||||||||||||||||
Outstanding at beginning of year | 305 | $ | 5.73 | 109 | $ | 7.18 | — | $ | — | ||||||||||||
Granted | — | $ | — | — | $ | — | — | $ | — | ||||||||||||
Exercised | (196 | ) | $ | 4.92 | (109 | ) | $ | 7.18 | — | $ | — | ||||||||||
Canceled | — | $ | — | — | $ | — | — | $ | — | ||||||||||||
Outstanding at end of year | 109 | $ | 7.18 | — | $ | — | — | $ | — | ||||||||||||
Schedule of Nonvested Restricted Stock Units Activity | ' | ||||||||||||||||||||
A summary of our nonvested RSU activity during fiscal years 2011, 2012 and 2013 is presented below: | |||||||||||||||||||||
Fiscal Year 2011 | Fiscal Year 2012 | Fiscal Year 2013 | |||||||||||||||||||
Nonvested Awards | Shares | Weighted-Average Grant-Date Fair Value | Shares | Weighted-Average Grant-Date Fair Value | Shares | Weighted-Average Grant-Date Fair Value | |||||||||||||||
(In thousands, except per share information) | |||||||||||||||||||||
Nonvested at beginning of year | 86 | $ | 39.72 | 110 | $ | 45.22 | 77 | $ | 44.36 | ||||||||||||
Granted | 66 | $ | 48.88 | 11 | $ | 42.38 | 13 | $ | 44.35 | ||||||||||||
Vested | (42 | ) | $ | 39.72 | (44 | ) | $ | 46.01 | (53 | ) | $ | 42.34 | |||||||||
Forfeited | — | — | — | $ | — | — | $ | — | |||||||||||||
Nonvested at end of year | 110 | $ | 45.22 | 77 | $ | 44.36 | 37 | $ | 47.24 | ||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 12 Months Ended | |||||||||||||||
Feb. 01, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment data | ' | |||||||||||||||
Segment data is presented in the following tables: | ||||||||||||||||
Fiscal Year 2011 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 854,322 | $ | 97,924 | $ | 27,606 | $ | 979,852 | ||||||||
Depreciation and amortization | 21,465 | 651 | 3,985 | 26,101 | ||||||||||||
Operating income (loss) (b) | 203,553 | 32,887 | (77,033 | ) | 159,407 | |||||||||||
Capital expenditures (c) | 25,522 | 401 | 11,608 | 37,531 | ||||||||||||
Fiscal Year 2012 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 890,700 | $ | 120,137 | $ | 38,476 | $ | 1,049,313 | ||||||||
Depreciation and amortization | 23,204 | 743 | 4,574 | 28,521 | ||||||||||||
Operating income (loss) (b) | 173,763 | 29,182 | (74,505 | ) | 128,440 | |||||||||||
Capital expenditures (c) | 27,638 | 922 | 7,083 | 35,643 | ||||||||||||
Fiscal Year 2013 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 854,755 | $ | 132,808 | $ | 44,603 | $ | 1,032,166 | ||||||||
Depreciation and amortization | 23,931 | 820 | 4,822 | 29,573 | ||||||||||||
Operating income (loss) (b) | 155,903 | 26,699 | (80,576 | ) | 102,026 | |||||||||||
Capital expenditures (c) | 22,378 | 31 | 6,876 | 29,285 | ||||||||||||
_________________________________________ | ||||||||||||||||
(a) | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent call center and Internet sales. Net sales from segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments. Those segments are Factory stores and Franchise stores. These segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.” | |||||||||||||||
(b) | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers, interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $17.9 million, $20.8 million and $21.7 million for fiscal years 2011, 2012 and 2013, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. | |||||||||||||||
(c) | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
Quarterly_Financial_Informatio1
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||
Feb. 01, 2014 | |||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||||||
Summarized quarterly financial information in fiscal years 2012 and 2013 as follows: | |||||||||||||||||||||
First | Second | Third | Fourth | Total | |||||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||||||
(In thousands, except per share information) | |||||||||||||||||||||
Fiscal Year 2012 | |||||||||||||||||||||
Net sales | $ | 201,354 | $ | 260,343 | $ | 232,851 | $ | 354,765 | $ | 1,049,313 | |||||||||||
Gross profit | 127,761 | 152,886 | 132,646 | 198,469 | 611,762 | ||||||||||||||||
Operating income | 24,408 | 37,116 | 21,168 | 45,748 | 128,440 | ||||||||||||||||
Net income | 14,832 | 23,158 | 13,305 | 28,401 | 79,696 | ||||||||||||||||
Diluted income per common share (a) | $ | 0.53 | $ | 0.83 | $ | 0.47 | $ | 1.01 | $ | 2.84 | |||||||||||
Fiscal Year 2013 | |||||||||||||||||||||
Net sales | $ | 196,055 | $ | 232,529 | $ | 247,468 | $ | 356,114 | $ | 1,032,166 | |||||||||||
Gross profit | 119,186 | 137,364 | 142,108 | 197,930 | 596,588 | ||||||||||||||||
Operating income | 12,953 | 23,128 | 21,558 | 44,387 | 102,026 | ||||||||||||||||
Net income | 8,088 | 14,249 | 13,616 | 27,373 | 63,326 | ||||||||||||||||
Diluted income per common share (a) | $ | 0.29 | $ | 0.51 | $ | 0.49 | $ | 0.98 | $ | 2.26 | |||||||||||
_________________________________________ | |||||||||||||||||||||
(a) | Per common share amounts for the quarters and the full year have been calculated separately. Accordingly, quarterly amounts may not add to the full year amount because of the effects of rounding. |
Significant_Accounting_Policie3
Significant Accounting Policies Narrative (Details) (USD $) | 12 Months Ended | |||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Jan. 29, 2011 | |
week | week | week | ||
stores | ||||
Fiscal Year | ' | ' | ' | ' |
Operating Cycle | '52-53 week | ' | ' | ' |
Fiscal Year End Date | 'February 1, 2014 | 'February 2, 2013 | 'January 28, 2012 | ' |
Number of Weeks in Each Fiscal Year | 52 | 53 | 52 | ' |
Seasonality | ' | ' | ' | ' |
4th Quarter Sales as Percentage of Annual Net Sales | 35.00% | 34.00% | 35.00% | ' |
4th Quarter Net Income as Percentage of Annual Net Income | 43.00% | 36.00% | 45.00% | ' |
Cash and Cash Equivalents | ' | ' | ' | ' |
Cash and Cash Equivalents | $305,531,000 | $71,288,000 | $87,230,000 | $80,979,000 |
Inventory | ' | ' | ' | ' |
Inventory Valuation Reserves | 4,000,000 | 3,200,000 | 2,400,000 | ' |
Franchise Fees | ' | ' | ' | ' |
Number of Franchise Stores | 15 | ' | ' | ' |
Franchise Stores as Percentage of Total Store Base | 2.00% | ' | ' | ' |
Landlord Contribution | ' | ' | ' | ' |
Operating Leases, Rent Expense, Net | 8,400,000 | 8,500,000 | 8,200,000 | ' |
Catalog | ' | ' | ' | ' |
Prepaid Advertising | 800,000 | 900,000 | ' | ' |
Marketing and Advertising Expense | ' | ' | ' | ' |
Marketing Expense | 75,600,000 | 84,000,000 | 70,000,000 | ' |
Catalog Production Costs | 3,200,000 | 5,800,000 | 6,200,000 | ' |
Long-lived Assets | ' | ' | ' | ' |
Asset Impairment Charges | 1,041,000 | 805,000 | 294,000 | ' |
Impaired Stores, Property, Plant and Equipment, Aggregate Fair Value | 200,000 | 200,000 | 300,000 | ' |
Net Sales | ' | ' | ' | ' |
Reserve for Sales Returns | 2,600,000 | 2,700,000 | 2,600,000 | ' |
Equity Compensation | ' | ' | ' | ' |
Restricted Stock Awards Subject to Performance Requirements | 0 | 0 | 2,600,000 | ' |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 600,000 | 500,000 | 3,200,000 | ' |
Share-based Compensation Expense | 1,600,000 | 2,100,000 | 2,500,000 | ' |
Share-based Compensation, Tax Benefit | $600,000 | $800,000 | $1,000,000 | ' |
Minimum [Member] | ' | ' | ' | ' |
Equity Compensation | ' | ' | ' | ' |
Award Vesting Period | '1 year | ' | ' | ' |
Maximum [Member] | ' | ' | ' | ' |
Equity Compensation | ' | ' | ' | ' |
Award Vesting Period | '3 years | ' | ' | ' |
Significant_Accounting_Policie4
Significant Accounting Policies Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Supplemental Cash Flow Information [Abstract] | ' | ' | ' |
Interest paid | $19 | $26 | $312 |
Income taxes paid | $33,216 | $51,275 | $57,206 |
Significant_Accounting_Policie5
Significant Accounting Policies Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Depreciation, Depletion and Amortization | $29,573 | $28,521 | $26,101 |
Buldings and improvements [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '25 years | ' | ' |
Furniture and fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '10 years | ' | ' |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '10 years | ' | ' |
Minimum [Member] | Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '3 years | ' | ' |
Maximum [Member] | Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment, Useful Life | '10 years | ' | ' |
Significant_Accounting_Policie6
Significant Accounting Policies Earnings per Share (Details) | 12 Months Ended | |||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Jul. 30, 2011 | |
Weighted average shares used to calculate basic and diluted earnings per share | ' | ' | ' | ' |
Weighted Average Shares Outstanding for Basic EPS | 27,981,000 | 27,901,000 | 27,757,000 | ' |
Dilutive effect of common stock equivalents | 72,000 | 112,000 | 204,000 | ' |
Weighted Average Shares Outstanding for Diluted EPS | 28,053,000 | 28,013,000 | 27,961,000 | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | ' |
Stockholders Equity Note Stock Split Conversion Percent | ' | ' | ' | 50.00% |
Inventories_Details
Inventories (Details) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
Inventory, Net | ' | ' |
Finished goods, net | $295,889 | $317,635 |
Raw materials | 8,433 | 12,867 |
Total inventories, net | $304,322 | $330,502 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Details) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid Expense, Current | ' | ' |
Landlord contributions receivable | $1,826 | $2,706 |
Prepaid rents | 6,382 | 5,881 |
Prepaid executive deferred compensation | 2,976 | 2,762 |
Prepaid expenses and other current assets | 11,876 | 12,573 |
Total prepaid expenses and other current assets, net | $23,060 | $23,922 |
Property_Plant_and_Equipment_P
Property, Plant and Equipment Property, Plant and Equipment (Details) (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | $378,446,000 | $356,054,000 | ' |
Less: accumulated depreciation and amortization | -229,480,000 | -203,694,000 | ' |
Property, plant and equipment, net | 148,966,000 | 152,360,000 | ' |
Accrued Property, Plant and Equipment | 7,000,000 | 8,700,000 | ' |
Noncash Increase (Decrease) in Accrued Property Plant and Equipment | -1,700,000 | 2,000,000 | 4,900,000 |
Land [Member] | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 1,819,000 | 1,819,000 | ' |
Buildings and improvements [Member] | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 17,745,000 | 17,731,000 | ' |
Leasehold improvements [Member] | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 166,733,000 | 156,434,000 | ' |
Furniture and fixtures [Member] | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | 108,027,000 | 104,221,000 | ' |
Equipment and other [Member] | ' | ' | ' |
Property, Plant and Equipment | ' | ' | ' |
Property, plant and equipment, gross | $84,122,000 | $75,849,000 | ' |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities, Current [Abstract] | ' | ' |
Accrued compensation and benefits | $19,961 | $19,485 |
Gift cards and certificates payable | 22,232 | 19,985 |
Accrued federal and state income tax | 13,648 | 0 |
Current portion of deferred rent | 10,044 | 10,669 |
Accrued advertising expenses | 16,562 | 21,749 |
Accrued Property, Plant and Equipment Liability | 6,982 | 8,651 |
Other accrued expenses | 25,594 | 24,100 |
Total | $115,023 | $104,639 |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
Debt Disclosure [Abstract] | ' | ' |
Long-term Debt | $0 | $0 |
Short-term Debt | $0 | $0 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |
Feb. 01, 2014 | Feb. 02, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $0 | $0 |
Effective Income Tax Rate, Continuing Operations | 38.10% | ' |
Income_Taxes_Provision_for_Inc
Income Taxes (Provision for Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Federal: | ' | ' | ' |
Current | $40,982 | $42,532 | $42,161 |
Deferred | -6,944 | 652 | 10,463 |
State: | ' | ' | ' |
Current | 6,809 | 5,348 | 8,761 |
Deferred | -1,798 | 615 | 566 |
Provision for income taxes | $39,049 | $49,147 | $61,951 |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Provision for Income Taxes and Income Tax Expenses) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation | ' | ' | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate | 35.00% | 35.00% | 35.00% |
Computed federal tax provision at statutory rates | $35,831 | $45,095 | $55,805 |
State income taxes, net of federal income tax effect | 3,257 | 3,876 | 6,063 |
Increase (decrease) in tax reserves | -243 | 119 | 74 |
Other, net | 204 | 57 | 9 |
Provision for income taxes | $39,049 | $49,147 | $61,951 |
Income_Taxes_Tax_Effects_of_Te
Income Taxes (Tax Effects of Temporary Differences that Give Rise to Significant Positions of Deferred Tax Assets and Liabilities) (Details) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Current accrued liabilities and other | $16,511 | $10,117 |
Noncurrent lease obligations | 6,154 | 9,685 |
Noncurrent accrued liabilities and other | 345 | 352 |
Deferred Tax Assets | 23,010 | 20,154 |
Deferred tax liabilities: | ' | ' |
Current inventories | -16,616 | -20,278 |
Current prepaid expenses and other current assets | -1,714 | -1,767 |
Noncurrent property, plant and equipment | -17,657 | -19,828 |
Deferred Tax Liabilities | -35,987 | -41,873 |
Net deferred tax liability | ($12,977) | ($21,719) |
Income_Taxes_Summary_of_Unreco
Income Taxes (Summary of Unrecognized Tax Benenfits and Related Accrued Interest and Penalties) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | ' | ' |
Unrecognized tax benefit, beginning of year | $613 | $626 |
Increases related to current year tax positions | 65 | 293 |
Settlement of tax positions | 0 | -132 |
Expiration of the statue of limitations for the assessment of taxes | -308 | -174 |
Unrecognized tax benefit, end of year | $370 | $613 |
Benefits_Plans_Schedule_of_Def
Benefits Plans Schedule of Defined Benefit Pension and Post-Retirement Plans (Details) (USD $) | Feb. 01, 2014 | Feb. 02, 2013 |
In Thousands, unless otherwise specified | ||
Pension Plan, Defined Benefit [Member] | ' | ' |
Defined Benefit Plan Disclosure | ' | ' |
Accumulated benefit obligation | $2,067 | $1,978 |
Fair value of plan assets | 1,996 | 1,904 |
Funded status | -71 | -74 |
Accrued benefit cost recognized in the balance sheets | 71 | 74 |
Other Postretirement Benefit Plan, Defined Benefit [Member] | ' | ' |
Defined Benefit Plan Disclosure | ' | ' |
Accumulated benefit obligation | 11 | 43 |
Fair value of plan assets | 0 | 0 |
Funded status | -11 | -43 |
Accrued benefit cost recognized in the balance sheets | $11 | $43 |
Benefits_Plans_Narrative_Detai
Benefits Plans (Narrative) (Details) (USD $) | 12 Months Ended | ||
Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |
Profit Sharing Plan [Abstract] | ' | ' | ' |
Defined Contribution Plan, Cost Recognized | $400,000 | $400,000 | $900,000 |
Deferred Compensation Arrangements [Abstract] | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Employer Contribution | 0 | 0 | 0 |
Deferred Compensation Arrangement with Individual, Recorded Liability | 3,000,000 | 2,800,000 | 2,500,000 |
Pension Plan, Defined Benefit [Member] | ' | ' | ' |
Defined Benefit Plan Disclosure | ' | ' | ' |
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 4.25% | 4.25% | 4.75% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate | 4.25% | 4.75% | 5.75% |
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets | 7.00% | 7.00% | 7.00% |
Defined Benefit Plan, Net Periodic Benefit Cost | 200,000 | 100,000 | 100,000 |
Defined Benefit Plan, Contributions by Employer | $0 | $0 | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Jan. 31, 2015 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Employment Agreements and Performance-Based Incentive Compensation [Abstract] | ' | ' | ' | ' |
Base compensation agreement commitment, Aggregate | ' | $2.90 | ' | ' |
Severance Oblications, Aggregate | ' | 4.3 | ' | ' |
Performance-based incentive compensation expense | ' | 1.7 | 2.1 | 7.8 |
Operating Leases, Future Contingent Rental Payments Due [Abstract] | ' | ' | ' | ' |
Operating Leases, Future Contingent Rental Payments, Current | ' | 0.8 | ' | ' |
Operating Leases, Future Contingent Rental Payments, Due in Two Years | ' | 1 | ' | ' |
Operating Leases, Future Contingent Rental Payments, Due in Three Years | ' | 1 | ' | ' |
Operating Leases, Future Contingent Rental Payments, Due in Four Years | ' | 1 | ' | ' |
Operating Leases, Future Contingent Rental Payments, Due in Five Years | ' | 1 | ' | ' |
Operating Leases, Future Contingent Rental Payments, Due Thereafter | ' | 5 | ' | ' |
Operating Leases, Rent Expense | ' | 74.9 | 68 | 62.8 |
Operating Leases, Rent Expense, Contingent Rentals | ' | 3 | 4 | 3.6 |
Other Commitments [Abstract] | ' | ' | ' | ' |
Professional Fees | ' | 0.8 | 0.8 | 0.8 |
Royalty Expense | $0.20 | $0.20 | $0.20 | $0.20 |
Geographic Concentration Risk [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration Risk Percentage, US | ' | 1.00% | ' | ' |
Concentration Risk Percentage, Sourced from Other Countries | ' | 99.00% | ' | ' |
Concentration Risk Percentage, Mexico | ' | 28.00% | ' | ' |
Concentration Risk Percentage, China | ' | 23.00% | ' | ' |
Concentration Risk Percentage, India | ' | 11.00% | ' | ' |
Concentration Risk Percentage, Malaysia | ' | 8.00% | ' | ' |
Concentration Risk Percentage, Bangladesh | ' | 7.00% | ' | ' |
Concentration Risk Perecentage, No other | ' | 5.00% | ' | ' |
Supplier Concentration Risk [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | 52.00% | ' | ' |
Concentration Risk, Percentage (Other) | ' | 6.00% | ' | ' |
Percentage of Raw Materials Purchased for Finished Goods | ' | 9.00% | ' | ' |
Number of Vendors Supplying Raw Materials | ' | 5 | ' | ' |
Concentration Risk Percentage, Major Raw Materials Suppliers | ' | 70.00% | ' | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Lease Obligations) (Details) (USD $) | Feb. 01, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' |
Fiscal year 2014 | $78,585 |
Fiscal year 2015 | 71,928 |
Fiscal year 2016 | 63,998 |
Fiscal year 2017 | 55,569 |
Fiscal year 2018 | 46,510 |
Thereafter | 120,495 |
Total | $437,085 |
Incentive_Stock_Option_and_Oth2
Incentive Stock Option and Other Equity Plans Stock Option Activity (Details) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Shares: | ' | ' | ' |
Outstanding at beginning of year | 0 | 109 | 305 |
Granted | 0 | 0 | 0 |
Exercised | 0 | -109 | -196 |
Canceled | 0 | 0 | 0 |
Outstanding at end of year | 0 | 0 | 109 |
Weighted Average Exercise Price (in dollars per share): | ' | ' | ' |
Outstanding at beginning of year | $0 | $7.18 | $5.73 |
Granted | $0 | $0 | $0 |
Exercised | $0 | $7.18 | $4.92 |
Canceled | $0 | $0 | $0 |
Outstanding at end of year | $0 | $0 | $7.18 |
Incentive_Stock_Option_and_Oth3
Incentive Stock Option and Other Equity Plans Schedule of Nonvested RSU Activity (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' |
Shares: | ' | ' | ' |
Nonvested at beginning of year | 77 | 110 | 86 |
Granted | 13 | 11 | 66 |
Vested | -53 | -44 | -42 |
Forfeited | 0 | 0 | 0 |
Nonvested at end of year | 37 | 77 | 110 |
Weighted-Average Grant-Date Fair Value (in dollars per share): | ' | ' | ' |
Nonvested at beginning of year | $44.36 | $45.22 | $39.72 |
Granted | $44.35 | $42.38 | $48.88 |
Vested | $42.34 | $46.01 | $39.72 |
Forfeited | $0 | $0 | $0 |
Nonvested at end of year | $47.24 | $44.36 | $45.22 |
Incentive_Stock_Option_and_Oth4
Incentive Stock Option and Other Equity Plans (Narrative) (Details) (USD $) | 12 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Mar. 30, 2010 | Mar. 01, 2002 | Jan. 28, 1994 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | $0.60 | $0.50 | $3.20 | ' | ' | ' |
Stock Compensation Plan [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | 1,500,000 | 1,400,000 | 3,400,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Tax Benefit (Detriment) Realized from Exercise of Stock Options | 0 | 0.6 | 1.9 | ' | ' | ' |
Deferred Compensation, Share-based Payments [Member] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangements [Abstract] | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Shares Authorized for Issuance | ' | ' | ' | 4,500,000 | ' | ' |
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | 48,200 | 33,900 | ' | ' | ' | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $44.35 | $42.38 | $48.88 | ' | ' | ' |
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures | 0.6 | 0.5 | 3.2 | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | 0.3 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | '0 years 4 months 0 days | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other then Options, Nonvested, Intrinsic Value | 2.1 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Intrinsic Value | $56.22 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Total Fair Value | $2.10 | $2 | ' | ' | ' | ' |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |||
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net sales | $356,114 | $247,468 | $232,529 | $196,055 | $354,765 | $232,851 | $260,343 | $201,354 | $1,032,166 | [1] | $1,049,313 | [1] | $979,852 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 29,573 | 28,521 | 26,101 | |||
Operating income (loss) | 44,387 | 21,558 | 23,128 | 12,953 | 45,748 | 21,168 | 37,116 | 24,408 | 102,026 | [2] | 128,440 | [2] | 159,407 | [2] |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 29,285 | [3] | 35,643 | [3] | 37,531 | [3] |
Stores [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 854,755 | [1] | 890,700 | [1] | 854,322 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 23,931 | 23,204 | 21,465 | |||
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 155,903 | [2] | 173,763 | [2] | 203,553 | [2] |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 22,378 | [3] | 27,638 | [3] | 25,522 | [3] |
Direct Marketing [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 132,808 | [1] | 120,137 | [1] | 97,924 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 820 | 743 | 651 | |||
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | 26,699 | [2] | 29,182 | [2] | 32,887 | [2] |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | 31 | [3] | 922 | [3] | 401 | [3] |
Corporate and Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Segment Reporting Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Net sales | ' | ' | ' | ' | ' | ' | ' | ' | 44,603 | [1] | 38,476 | [1] | 27,606 | [1] |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 4,822 | 4,574 | 3,985 | |||
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -80,576 | [2] | -74,505 | [2] | -77,033 | [2] |
Capital expenditures | ' | ' | ' | ' | ' | ' | ' | ' | $6,876 | [3] | $7,083 | [3] | $11,608 | [3] |
[1] | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent call center and Internet sales. Net sales from segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments. Those segments are Factory stores and Franchise stores. These segments have never met any of the quantitative thresholds for determining reportable segments and are included in bCorporate and Other.b | |||||||||||||
[2] | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers, interest and income taxes (bfour wallb contribution). Total Company shipping costs to customers of approximately $17.9 million, $20.8 million and $21.7 million for fiscal years 2011, 2012 and 2013, respectively, were recorded to bSales and marketing, including occupancy costsb in the Consolidated Statements of Income. Operating income (loss) for bCorporate and Otherb consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. | |||||||||||||
[3] | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
Segment_Reporting_Narrative_De
Segment Reporting (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
segment | |||
method | |||
Segment Reporting Information | ' | ' | ' |
Number Of Reportable Segments | 2 | ' | ' |
Number Of Distribution Methods | 2 | ' | ' |
Number of Non-Reportable Operating Segments | 2 | ' | ' |
Shipping, Handling and Transportation Costs | $21.70 | $20.80 | $17.90 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 |
Related Party Transactions [Abstract] | ' | ' | ' |
Professional Fees | $0.80 | $0.80 | $0.80 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Feb. 01, 2014 | Nov. 02, 2013 | Aug. 03, 2013 | 4-May-13 | Feb. 02, 2013 | Oct. 27, 2012 | Jul. 28, 2012 | Apr. 28, 2012 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | |||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||||
Net sales | $356,114 | $247,468 | $232,529 | $196,055 | $354,765 | $232,851 | $260,343 | $201,354 | $1,032,166 | [1] | $1,049,313 | [1] | $979,852 | [1] | ||||||||
Gross Profit | 197,930 | 142,108 | 137,364 | 119,186 | 198,469 | 132,646 | 152,886 | 127,761 | 596,588 | 611,762 | 608,275 | |||||||||||
Operating Income | 44,387 | 21,558 | 23,128 | 12,953 | 45,748 | 21,168 | 37,116 | 24,408 | 102,026 | [2] | 128,440 | [2] | 159,407 | [2] | ||||||||
Net income | $27,373 | $13,616 | $14,249 | $8,088 | $28,401 | $13,305 | $23,158 | $14,832 | $63,326 | $79,696 | $97,491 | |||||||||||
Diluted Income per Common Share | $0.98 | [3] | $0.49 | [3] | $0.51 | [3] | $0.29 | [3] | $1.01 | [3] | $0.47 | [3] | $0.83 | [3] | $0.53 | [3] | $2.26 | [3] | $2.84 | $3.49 | ||
[1] | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent call center and Internet sales. Net sales from segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments. Those segments are Factory stores and Franchise stores. These segments have never met any of the quantitative thresholds for determining reportable segments and are included in bCorporate and Other.b | |||||||||||||||||||||
[2] | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers, interest and income taxes (bfour wallb contribution). Total Company shipping costs to customers of approximately $17.9 million, $20.8 million and $21.7 million for fiscal years 2011, 2012 and 2013, respectively, were recorded to bSales and marketing, including occupancy costsb in the Consolidated Statements of Income. Operating income (loss) for bCorporate and Otherb consists primarily of costs included in general and administrative costs and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. | |||||||||||||||||||||
[3] | Per common share amounts for the quarters and the full year have been calculated separately. Accordingly, quarterly amounts may not add to the full year amount because of the effects of rounding. |