Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
3-May-14 | 30-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'MENS WEARHOUSE INC | ' |
Entity Central Index Key | '0000884217 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 3-May-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--01-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 47,965,802 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Thousands, unless otherwise specified | |||
CURRENT ASSETS: | ' | ' | ' |
Cash and cash equivalents | $95,923 | $59,252 | $155,099 |
Accounts receivable, net | 67,778 | 63,153 | 64,468 |
Inventories | 645,772 | 599,486 | 598,916 |
Other current assets | 84,803 | 93,206 | 66,544 |
Total current assets | 894,276 | 815,097 | 885,027 |
PROPERTY AND EQUIPMENT, net | 406,784 | 408,162 | 390,077 |
TUXEDO RENTAL PRODUCT, net | 148,120 | 142,816 | 144,089 |
GOODWILL | 127,098 | 126,003 | 87,313 |
INTANGIBLE ASSETS, net | 57,966 | 58,027 | 31,357 |
OTHER ASSETS | 6,734 | 5,125 | 6,318 |
TOTAL ASSETS | 1,640,978 | 1,555,230 | 1,544,181 |
CURRENT LIABILITIES: | ' | ' | ' |
Accounts payable | 168,826 | 148,762 | 161,533 |
Accrued expenses and other current liabilities | 220,452 | 175,797 | 185,133 |
Income taxes payable | 4,277 | 730 | 6,366 |
Current maturities of long-term debt | 10,000 | 10,000 | ' |
Total current liabilities | 403,555 | 335,289 | 353,032 |
LONG-TERM DEBT | 85,000 | 87,500 | ' |
DEFERRED TAXES AND OTHER LIABILITIES | 109,696 | 109,292 | 92,099 |
Total liabilities | 598,251 | 532,081 | 445,131 |
COMMITMENTS AND CONTINGENCIES | ' | ' | ' |
EQUITY: | ' | ' | ' |
Preferred stock | ' | ' | ' |
Common stock | 480 | 476 | 728 |
Capital in excess of par | 417,622 | 412,043 | 388,497 |
Retained earnings | 580,373 | 572,712 | 1,214,087 |
Accumulated other comprehensive income | 33,302 | 27,311 | 33,824 |
Treasury stock, at cost | -3,407 | -3,407 | -550,815 |
Total equity attributable to common shareholders | 1,028,370 | 1,009,135 | 1,086,321 |
Non-controlling interest | 14,357 | 14,014 | 12,729 |
Total equity | 1,042,727 | 1,023,149 | 1,099,050 |
TOTAL LIABILITIES AND EQUITY | $1,640,978 | $1,555,230 | $1,544,181 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | 3-May-14 | 4-May-13 |
Net sales: | ' | ' |
Total net sales | $630,474 | $616,536 |
Cost of sales: | ' | ' |
Total cost of sales | 347,110 | 338,616 |
Gross margin: | ' | ' |
Total gross margin | 283,364 | 277,920 |
Selling, general and administrative expenses | 256,083 | 225,367 |
Operating income | 27,281 | 52,553 |
Interest income | 61 | 121 |
Interest expense | -1,135 | -344 |
Earnings before income taxes | 26,207 | 52,330 |
Provision for income taxes | 9,749 | 19,374 |
Net earnings including non-controlling interest | 16,458 | 32,956 |
Net loss attributable to non-controlling interest | 28 | 135 |
Net earnings attributable to common shareholders | 16,486 | 33,091 |
Net earnings per common share attributable to common shareholders: | ' | ' |
Basic (in dollars per share) | $0.34 | $0.65 |
Diluted (in dollars per share) | $0.34 | $0.65 |
Weighted-average common shares outstanding: | ' | ' |
Basic (in shares) | 47,607 | 50,607 |
Diluted (in shares) | 47,974 | 50,788 |
Cash dividends declared per common share (in dollars per share) | $0.18 | $0.18 |
Retail Segment | ' | ' |
Net sales: | ' | ' |
Retail clothing product | 433,024 | 423,737 |
Tuxedo rental services | 101,663 | 98,482 |
Alteration and other services | 38,962 | 37,962 |
Total net sales | 573,649 | 560,181 |
Cost of sales: | ' | ' |
Retail clothing product | 191,477 | 185,483 |
Tuxedo rental services | 15,317 | 14,498 |
Alteration and other services | 27,722 | 28,418 |
Occupancy costs | 72,847 | 71,274 |
Total cost of sales | 307,363 | 299,673 |
Gross margin: | ' | ' |
Retail clothing product | 241,547 | 238,254 |
Tuxedo rental services | 86,346 | 83,984 |
Alteration and other services | 11,240 | 9,544 |
Occupancy costs | -72,847 | -71,274 |
Total gross margin | 266,286 | 260,508 |
Operating income | 26,525 | 51,470 |
Corporate Apparel Segment | ' | ' |
Net sales: | ' | ' |
Total net sales | 56,825 | 56,355 |
Cost of sales: | ' | ' |
Total cost of sales | 39,747 | 38,943 |
Gross margin: | ' | ' |
Total gross margin | 17,078 | 17,412 |
Operating income | $756 | $1,083 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ' | ' |
Net earnings including non-controlling interest | $16,458 | $32,956 |
Currency translation adjustments | 6,180 | -3,216 |
Unrealized gain on cash flow hedge, net of tax | 182 | ' |
Comprehensive income including non-controlling interest | 22,820 | 29,740 |
Comprehensive (income) loss attributable to non-controlling interest: | ' | ' |
Net loss | 28 | 135 |
Currency translation adjustments | -371 | 116 |
Amounts attributable to non-controlling interest | -343 | 251 |
Comprehensive income attributable to common shareholders | $22,477 | $29,991 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net earnings including non-controlling interest | $16,458 | $32,956 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 21,929 | 21,355 |
Tuxedo rental product amortization | 7,497 | 7,328 |
Loss on disposition of assets | 1,357 | 412 |
Asset impairment charge | 302 | ' |
Share-based compensation | 3,974 | 4,498 |
Excess tax benefits from share-based plans | -3,002 | -199 |
Deferred tax (benefit) provision | -4,326 | 4,455 |
Deferred rent expense and other | 75 | 1,173 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -3,586 | -1,846 |
Inventories | -43,195 | -43,710 |
Tuxedo rental product | -12,495 | -24,787 |
Other assets | 13,085 | 7,666 |
Accounts payable, accrued expenses and other current liabilities | 65,288 | 61,381 |
Income taxes payable | 6,547 | 294 |
Other liabilities | -95 | -310 |
Net cash provided by operating activities | 69,813 | 70,666 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Capital expenditures | -22,543 | -25,127 |
Proceeds from sales of property and equipment | ' | 38 |
Net cash used in investing activities | -22,543 | -25,089 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of common stock | 4,373 | 1,359 |
Payments on term loan | -2,500 | ' |
Deferred financing costs | -1,389 | -1,771 |
Cash dividends paid | -8,812 | -9,263 |
Tax payments related to vested deferred stock units | -5,732 | -3,310 |
Excess tax benefits from share-based plans | 3,002 | 199 |
Repurchases of common stock | -251 | -33,009 |
Net cash used in financing activities | -11,309 | -45,795 |
Effect of exchange rate changes | 710 | -746 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 36,671 | -964 |
Balance at beginning of period | 59,252 | 156,063 |
Balance at end of period | $95,923 | $155,099 |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
3-May-14 | |
Significant Accounting Policies | ' |
Significant Accounting Policies | ' |
1. Significant Accounting Policies | |
Basis of Presentation — The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. | |
Our business historically has been seasonal in nature, and the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended February 1, 2014. | |
Unless the context otherwise requires, “Company”, “we”, “us” and “our” refer to The Men’s Wearhouse, Inc. and its subsidiaries. | |
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. | |
On August 6, 2013, we acquired JA Holding, Inc. (“JA Holding”), the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory. Based on the manner in which we manage, evaluate and internally report our operations, we determined that JA Holding is a component of our Men’s Wearhouse brand and therefore has been included in our retail reportable segment. See Note 12 for additional details on our segments. | |
The results of operations for JA Holding are included in the consolidated statements of earnings beginning on August 6, 2013 and were not significant to our consolidated results. The impact of the acquisition on our results of operations, as if the acquisition had been completed as of February 3, 2013 is not significant. | |
Recent Accounting Pronouncements — We have considered all new accounting pronouncements and have concluded that there are no new pronouncements that may have a material impact on our results of operations, financial condition, or cash flows, based on current information, except for those listed below. | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The new guidance is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. The new guidance will be applicable for disposal transactions, if any, that we initiate after the adoption date. The adoption of this guidance is not expected to have a material impact on our financial position, results of operations or cash flows. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The new guidance is effective for annual and interim periods beginning after December 15, 2016 with no early adoption permitted. We are currently evaluating the impact, if any, the adoption of this guidance will have on our financial position, results of operations or cash flows. |
Earnings_per_Share
Earnings per Share | 3 Months Ended | |||||||
3-May-14 | ||||||||
Earnings per Share | ' | |||||||
Earnings per Share | ' | |||||||
2. Earnings per Share | ||||||||
Basic earnings per common share attributable to common shareholders is determined using the two-class method and is computed by dividing net earnings attributable to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share attributable to common shareholders reflects the more dilutive earnings per common share amount calculated using the treasury stock method or the two-class method. | ||||||||
The following table sets forth the computation of basic and diluted earnings per common share attributable to common shareholders (in thousands, except per share amounts). Basic and diluted earnings per common share attributable to common shareholders are computed using the actual net earnings available to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our condensed consolidated statement of earnings and the accompanying notes. As a result, it may not be possible to recalculate earnings per common share attributable to common shareholders in our condensed consolidated statement of earnings and the accompanying notes. | ||||||||
For the Quarter Ended | ||||||||
May 3, | May 4, | |||||||
2014 | 2013 | |||||||
Numerator | ||||||||
Total net earnings attributable to common shareholders | $ | 16,486 | $ | 33,091 | ||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) | (65 | ) | (312 | ) | ||||
Net earnings attributable to common shareholders | $ | 16,421 | $ | 32,779 | ||||
Denominator | ||||||||
Basic weighted-average common shares outstanding | 47,607 | 50,607 | ||||||
Dilutive effect of share-based awards | 367 | 181 | ||||||
Diluted weighted-average common shares outstanding | 47,974 | 50,788 | ||||||
Net earnings per common share attributable to common shareholders: | ||||||||
Basic | $ | 0.34 | $ | 0.65 | ||||
Diluted | $ | 0.34 | $ | 0.65 | ||||
For the quarters ended May 3, 2014 and May 4, 2013, 0.1 million and 0.3 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share attributable to common shareholders, respectively. |
Debt
Debt | 3 Months Ended |
3-May-14 | |
Debt | ' |
Debt | ' |
3. Debt | |
On April 12, 2013, we entered into a Third Amended and Restated Credit Agreement (as amended, the “Credit Agreement”). The Credit Agreement provides for a senior revolving credit facility of $300.0 million, with possible future increases to $450.0 million under an expansion feature and matures on April 12, 2018. As of May 3, 2014, there were no borrowings outstanding under the senior revolving credit facility. | |
On August 6, 2013, we borrowed $100.0 million under the term loan (the “Term Loan”) provision of our Credit Agreement which will be repaid over five years, with 10% payable annually in quarterly installments and the remainder due at maturity. The interest rate on the Term Loan is based on the monthly LIBOR rate plus 1.75%. In conjunction with the Term Loan, we also entered into an interest rate swap in which the variable rate payments due under the Term Loan were exchanged for a fixed rate of 1.27%, resulting in a combined interest rate of 3.02%. See Note 11 for additional details on the interest rate swap. As of May 3, 2014, there was $95.0 million outstanding under the Term Loan. | |
We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. At May 3, 2014, letters of credit totaling approximately $21.6 million were issued and outstanding. Borrowings available under our Credit Agreement at May 3, 2014 were $278.4 million. |
Supplemental_Cash_Flows
Supplemental Cash Flows | 3 Months Ended | |||||||
3-May-14 | ||||||||
Supplemental Cash Flows | ' | |||||||
Supplemental Cash Flows | ' | |||||||
4. Supplemental Cash Flows | ||||||||
Supplemental disclosure of cash flow information is as follows (in thousands): | ||||||||
For the Quarter Ended | ||||||||
May 3, | May 4, | |||||||
2014 | 2013 | |||||||
Cash paid for interest | $ | 1,026 | $ | 199 | ||||
Cash (refunded) paid for income taxes, net | $ | (6,308 | ) | $ | 9,795 | |||
Schedule of noncash investing and financing activities: | ||||||||
Cash dividends declared | $ | 8,725 | $ | 9,247 | ||||
We had unpaid capital expenditure purchases included in accounts payable and accrued expenses and other current liabilities of approximately $8.0 million and $11.5 million at May 3, 2014 and May 4, 2013, respectively. Capital expenditure purchases are recorded as cash outflows from investing activities in the condensed consolidated statement of cash flows in the period in which they are paid. |
Other_Current_Assets_Accrued_E
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities | 3 Months Ended | ||||||||||
3-May-14 | |||||||||||
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities | ' | ||||||||||
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities | ' | ||||||||||
5. Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities | |||||||||||
Other current assets consist of the following (in thousands): | |||||||||||
May 3, | May 4, | February 1, | |||||||||
2014 | 2013 | 2014 | |||||||||
Prepaid expenses | $ | 35,782 | $ | 34,464 | $ | 33,747 | |||||
Current deferred tax assets | 38,536 | 21,200 | 33,148 | ||||||||
Tax receivable | 3,039 | 3,169 | 17,276 | ||||||||
Other | 7,446 | 7,711 | 9,035 | ||||||||
Total other current assets | $ | 84,803 | $ | 66,544 | $ | 93,206 | |||||
Accrued expenses and other current liabilities consist of the following (in thousands): | |||||||||||
May 3, | May 4, | February 1, | |||||||||
2014 | 2013 | 2014 | |||||||||
Customer deposits, prepayments and refunds payable | $ | 58,955 | $ | 50,667 | $ | 22,617 | |||||
Accrued salary, bonus, sabbatical, vacation and other benefits | 47,181 | 42,846 | 58,127 | ||||||||
Sales, value added, payroll, property and other taxes payable | 25,313 | 26,981 | 19,184 | ||||||||
Accrued strategic professional fees | 24,605 | — | 9,338 | ||||||||
Accrued workers compensation and medical costs | 21,862 | 19,294 | 22,055 | ||||||||
Unredeemed gift certificates | 14,242 | 14,069 | 15,589 | ||||||||
Cash dividends declared | 8,725 | 9,247 | 8,963 | ||||||||
Loyalty program reward certificates | 6,433 | 7,178 | 6,321 | ||||||||
Other | 13,136 | 14,851 | 13,603 | ||||||||
Total accrued expenses and other current liabilities | $ | 220,452 | $ | 185,133 | $ | 175,797 | |||||
Deferred taxes and other liabilities consist of the following (in thousands): | |||||||||||
May 3, | May 4, | February 1, | |||||||||
2014 | 2013 | 2014 | |||||||||
Deferred rent and landlord incentives | $ | 55,948 | $ | 53,501 | $ | 55,923 | |||||
Non-current deferred and other income tax liabilities | 52,381 | 37,440 | 51,604 | ||||||||
Other | 1,367 | 1,158 | 1,765 | ||||||||
Total deferred taxes and other liabilities | $ | 109,696 | $ | 92,099 | $ | 109,292 |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income | 3 Months Ended | ||||||||||
3-May-14 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
6. Accumulated Other Comprehensive Income | |||||||||||
The following table summarizes the components of accumulated other comprehensive income for the quarter ended May 3, 2014 (in thousands and net of tax): | |||||||||||
Foreign | Interest Rate | Total | |||||||||
Currency | Swap | ||||||||||
Translation | |||||||||||
BALANCE — February 1, 2014 | $ | 27,710 | $ | (399 | ) | $ | 27,311 | ||||
Other comprehensive income before reclassifications | 6,180 | 19 | 6,199 | ||||||||
Other comprehensive income attributable to non-controlling interest | (371 | ) | — | (371 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | — | 163 | 163 | ||||||||
Net current-period other comprehensive income | 5,809 | 182 | 5,991 | ||||||||
BALANCE — May 3, 2014 | $ | 33,519 | $ | (217 | ) | $ | 33,302 | ||||
Amounts reclassified from other comprehensive income related to our interest rate swap were recorded within interest expense in the condensed consolidated statement of earnings for the quarter ended May 3, 2014. There were no reclassifications from other comprehensive income for the quarter ended May 4, 2013. |
Share_Repurchases
Share Repurchases | 3 Months Ended |
3-May-14 | |
Share Repurchases | ' |
Share Repurchases | ' |
7. Share Repurchases | |
In March 2013, our Board of Directors (the “Board”) approved a $200.0 million share repurchase program for our common stock. At May 3, 2014, the remaining balance available under the Board’s March 2013 authorization was $48.0 million. | |
During the first quarter of 2014, no shares were repurchased in open market transactions under the Board’s March 2013 authorization. During the first quarter of 2013, 989,182 shares at a cost of $32.8 million were repurchased in open market transactions at an average price per share of $33.21 under the Board’s March 2013 authorization. |
ShareBased_Compensation_Plans
Share-Based Compensation Plans | 3 Months Ended | |||||||||||
3-May-14 | ||||||||||||
Share-Based Compensation Plans | ' | |||||||||||
Share-Based Compensation Plans | ' | |||||||||||
8. Share-Based Compensation Plans | ||||||||||||
For a discussion of our share-based compensation plans refer to Note 10 in our Annual Report on Form 10-K for the fiscal year ended February 1, 2014. | ||||||||||||
We account for share-based awards in accordance with the authoritative guidance regarding share-based payments, which requires the compensation cost resulting from all share-based payment transactions be recognized in the financial statements. The amount of compensation cost is measured based on the grant-date fair value of the instrument issued and is recognized over the vesting period. Share-based compensation expense recognized for the quarters ended May 3, 2014 and May 4, 2013 was $4.0 million and $4.5 million, respectively. | ||||||||||||
Non-Vested Deferred Stock Units and Restricted Stock Shares | ||||||||||||
The following table summarizes the activity of time-based and performance-based deferred stock units (“DSUs”) for the quarter ended May 3, 2014: | ||||||||||||
Shares | Weighted-Average | |||||||||||
Grant-Date Fair Value | ||||||||||||
Time- | Performance- | Time- | Performance- | |||||||||
Based | Based | Based | Based | |||||||||
Non-Vested at February 1, 2014 | 573,042 | 82,558 | $ | 32.95 | $ | 33.09 | ||||||
Granted | 217,385 | 18,789 | 47.26 | 47.26 | ||||||||
Vested (1) | (360,899 | ) | (1,134 | ) | 33.19 | 33.09 | ||||||
Forfeited | (18,069 | ) | — | 34.99 | — | |||||||
Non-Vested at May 3, 2014 | 411,459 | 100,213 | $ | 40.21 | $ | 35.75 | ||||||
(1) Includes 119,468 shares relinquished for tax payments related to vested DSUs for the quarter ended May 3, 2014. | ||||||||||||
On April 3, 2013, our Board approved a change in the form of award agreements to be issued for grants of DSUs to participants under our 2004 Long-Term Incentive Plan. As revised, the award agreements provide that dividend equivalents, if any, will be accrued during the vesting period for such DSU awards and paid out only upon vesting of the underlying DSUs. As such, grants of DSU awards on or after April 3, 2013 earn dividends throughout the vesting period which are subject to the same vesting terms as the underlying share award. Grants of DSUs generally vest over a period from one to three years. DSU awards granted prior to April 3, 2013 are entitled to receive non-forfeitable dividend equivalents, if any, when and if paid to shareholders of record at the payment date. Included in the non-vested time-based awards as of May 3, 2014 are 89,471 DSUs granted prior to April 3, 2013. | ||||||||||||
Performance-based DSUs granted in 2014 (“2014 performance-based DSUs”) represent a contingent right to receive one share of common stock and vest over a one year period, subject to our achievement of a performance target for 2014. Any 2014 performance-based DSUs that are unvested at the end of the one year period will lapse and be forfeited as of such time. The 2014 performance-based DSUs earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards. | ||||||||||||
Performance-based DSUs granted in 2013 (“2013 performance-based DSUs”) represent a contingent right to receive one share of common stock and generally vest in one-third tranches over a three year period, subject to our achievement of a performance target during an applicable performance period. Any unvested 2013 performance-based DSUs at the end of the performance period are rolled over and become eligible to vest in subsequent performance periods. Any 2013 performance-based DSUs that are unvested at the end of all vesting periods will lapse and be forfeited as of such time. The 2013 performance-based DSUs earn dividends throughout the vesting period and are subject to the same vesting terms as the underlying performance-based awards. | ||||||||||||
The following table summarizes the activity of restricted stock for the quarter ended May 3, 2014: | ||||||||||||
Shares | Weighted- | |||||||||||
Average | ||||||||||||
Grant-Date | ||||||||||||
Fair Value | ||||||||||||
Non-Vested at February 1, 2014 | 80,919 | $ | 31.36 | |||||||||
Granted | 4,184 | 47.81 | ||||||||||
Vested | (23,788 | ) | 28.91 | |||||||||
Forfeited | — | — | ||||||||||
Non-Vested at May 3, 2014 | 61,315 | $ | 33.44 | |||||||||
Restricted stock awards receive non-forfeitable dividends, if any, when and if paid to shareholders of record at the payment date. | ||||||||||||
As of May 3, 2014, we have unrecognized compensation expense related to non-vested DSUs and shares of restricted stock of approximately $16.4 million, which is expected to be recognized over a weighted-average period of 1.3 years. | ||||||||||||
Stock Options | ||||||||||||
The following table summarizes the activity of stock options for the quarter ended May 3, 2014: | ||||||||||||
Shares | Weighted- | |||||||||||
Average | ||||||||||||
Exercise | ||||||||||||
Price | ||||||||||||
Outstanding at February 1, 2014 | 645,990 | $ | 28.8 | |||||||||
Granted | 110,576 | 47.26 | ||||||||||
Exercised | (137,468 | ) | 25.51 | |||||||||
Forfeited | (60,000 | ) | 17.18 | |||||||||
Outstanding at May 3, 2014 | 559,098 | $ | 34.51 | |||||||||
Exercisable at May 3, 2014 | 284,734 | $ | 31.32 | |||||||||
The weighted-average grant date fair value of the 110,576 stock options granted during the quarter ended May 3, 2014 was $16.41 per share. The following table summarizes the weighted-average assumptions used to fair value stock options at the date of grant using the Black-Scholes option pricing model for the quarter ended May 3, 2014. | ||||||||||||
For the Quarter | ||||||||||||
Ended | ||||||||||||
May 3, | ||||||||||||
2014 | ||||||||||||
Risk-free interest rate | 1.75% | |||||||||||
Expected lives | 5.0 years | |||||||||||
Dividend yield | 1.80% | |||||||||||
Expected volatility | 44.43% | |||||||||||
As of May 3, 2014, we have unrecognized compensation expense related to non-vested stock options of approximately $3.5 million which is expected to be recognized over a weighted-average period of 2.0 years. | ||||||||||||
Employee Stock Discount Plan | ||||||||||||
The Employee Stock Discount Plan (“ESDP”) allows employees to authorize after-tax payroll deductions to be used for the purchase of up to 2,137,500 shares of our common stock at 85% of the lesser of the fair market value on the first day of the offering period or the fair market value on the last day of the offering period. During the quarter ended May 3, 2014, employees purchased 20,505 shares under the ESDP, which had a weighted-average share price of $42.23 per share. As of May 3, 2014, 719,833 shares were reserved for future issuance under the ESDP. |
Goodwill_and_Other_Intangible_
Goodwill and Other Intangible Assets | 3 Months Ended | ||||||||||
3-May-14 | |||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||
9. Goodwill and Other Intangible Assets | |||||||||||
Goodwill | |||||||||||
Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the quarter ended May 3, 2014 are as follows (in thousands): | |||||||||||
Retail | Corporate | Total | |||||||||
Apparel | |||||||||||
Balance at February 1, 2014 | $ | 96,919 | $ | 29,084 | $ | 126,003 | |||||
Translation adjustment | 359 | 736 | 1,095 | ||||||||
Balance at May 3, 2014 | $ | 97,278 | $ | 29,820 | $ | 127,098 | |||||
Goodwill is evaluated for impairment annually as of our fiscal year end. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, new significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. No additional impairment evaluation was considered necessary during the first quarter of fiscal 2014. | |||||||||||
Intangible Assets | |||||||||||
The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): | |||||||||||
May 3, | May 4, | February 1, | |||||||||
2014 | 2013 | 2014 | |||||||||
Amortizable intangible assets: | |||||||||||
Carrying amount: | |||||||||||
Trademarks, tradenames, and other intangibles | $ | 12,096 | $ | 14,477 | $ | 12,012 | |||||
Customer relationships | 34,492 | 31,818 | 33,602 | ||||||||
Total carrying amount | 46,588 | 46,295 | 45,614 | ||||||||
Accumulated amortization: | |||||||||||
Trademarks, tradenames, and other intangibles | (9,090 | ) | (8,821 | ) | (9,007 | ) | |||||
Customer relationships | (10,882 | ) | (7,362 | ) | (9,895 | ) | |||||
Total accumulated amortization | (19,972 | ) | (16,183 | ) | (18,902 | ) | |||||
Total amortizable intangible assets, net | 26,616 | 30,112 | 26,712 | ||||||||
Indefinite-lived intangible assets: | |||||||||||
Trademarks and tradename | 31,350 | 1,245 | 31,315 | ||||||||
Total intangible assets, net | $ | 57,966 | $ | 31,357 | $ | 58,027 | |||||
The increase in indefinite-lived intangible assets at February 1, 2014 relates to the Joseph Abboud tradename acquired in our acquisition of JA Holding. | |||||||||||
The pretax amortization expense associated with intangible assets subject to amortization totaled approximately $0.8 million for the quarters ended May 3, 2014 and May 4, 2013, respectively, and approximately $3.8 million for the year ended February 1, 2014. Pretax amortization associated with intangible assets subject to amortization at May 3, 2014 is estimated to be $2.3 million for the remainder of fiscal year 2014, $3.1 million for each of the fiscal years 2015, 2016 and 2017 and $3.0 million for fiscal year 2018. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||
3-May-14 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
10. Fair Value Measurements | ||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: Level 1- observable inputs such as quoted prices in active markets; Level 2- inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3- unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. | ||||||||||||||
There were no transfers into or out of Level 1 and Level 2 during the quarter ended May 3, 2014 or May 4, 2013, respectively, or during the year ended February 1, 2014. | ||||||||||||||
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | ||||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||
(in thousands) | Quoted Prices | Significant | Significant | Total | ||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical | Inputs | (Level 3) | ||||||||||||
Instruments | (Level 2) | |||||||||||||
(Level 1) | ||||||||||||||
At May 3, 2014- | ||||||||||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 820 | $ | — | $ | 820 | ||||||
At February 1, 2014- | ||||||||||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 1,137 | $ | — | $ | 1,137 | ||||||
At May 4, 2013- | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents | $ | 20,059 | $ | — | $ | — | $ | 20,059 | ||||||
Derivative financial instruments | $ | — | $ | 138 | $ | — | $ | 138 | ||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 11 | $ | — | $ | 11 | ||||||
Cash equivalents consist of money market instruments that have original maturities of three months or less. The carrying value of cash equivalents approximates fair value due to the highly liquid and short-term nature of these instruments. | ||||||||||||||
Derivative financial instruments are comprised of (1) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted purchases of certain inventories denominated in a currency different from the operating entity’s functional currency and (2) an interest rate swap agreement to minimize our exposure to interest rate changes on our outstanding indebtedness. These derivative financial instruments are recorded in the condensed consolidated balance sheets at fair value based upon observable market inputs. Derivative financial instruments in an asset position are included within other current assets in the condensed consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities or noncurrent liabilities in the condensed consolidated balance sheets. Refer to Note 11 for further information regarding our derivative instruments. | ||||||||||||||
Assets and Liabilities that are Measured at Fair Value on a Non-Recurring Basis | ||||||||||||||
Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. The fair values of long-lived assets held-for-use are based on our own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available. We classify these measurements as Level 3 within the fair value hierarchy. For the three months ended May 3, 2014, we recorded charges for the impairment of long-lived assets for store assets of $0.3 million which is included within selling, general and administrative expenses in our condensed consolidated statement of earnings. The asset impairment charges reduced the carrying amounts of the applicable long-lived assets, primarily leasehold improvements for store assets, to their fair values of zero as of May 3, 2014. No impairment charges were recorded for the three months ended May 4, 2013. | ||||||||||||||
Fair Value of Financial Instruments | ||||||||||||||
Our financial instruments, other than those presented in the disclosures above, consist of cash, accounts receivable, accounts payable and accrued expenses, long-term debt and other current liabilities. Management estimates that, as of May 3, 2014, May 4, 2013 and February 1, 2014, the carrying value of cash, accounts receivable, accounts payable and accrued expenses, and other current liabilities approximate their fair value due to the highly liquid or short-term nature of these instruments. | ||||||||||||||
In addition, as of May 3, 2014, based upon observable market data provided by a third party, which we consider a Level 2 input within the fair value hierarchy, the carrying value of our long-term debt approximates its fair value. |
Derivative_Financial_Instrumen
Derivative Financial Instruments | 3 Months Ended | |||||||||||
3-May-14 | ||||||||||||
Derivative Financial Instruments | ' | |||||||||||
Derivative Financial Instruments | ' | |||||||||||
11. Derivative Financial Instruments | ||||||||||||
We are exposed to market risk associated with foreign currency exchange rate fluctuations as a result of our direct sourcing programs and our operations in foreign countries. In connection with our direct sourcing programs, we may enter into merchandise purchase commitments that are denominated in a currency different from the functional currency of the operating entity. Our risk management policy is to hedge a significant portion of forecasted merchandise purchases for our direct sourcing programs that bear foreign exchange risk using foreign exchange forward contracts. We have not elected to apply hedge accounting to these transactions denominated in a foreign currency. These foreign currency derivative financial instruments are recorded in the condensed consolidated balance sheet at fair value determined by comparing the cost of the foreign currency to be purchased under the contracts using the exchange rates obtained under the contracts (adjusted for forward points) to the hypothetical cost using the spot rate at period end. | ||||||||||||
In addition, we are exposed to interest rate risk associated with our outstanding indebtedness. In connection with this indebtedness, we entered into an interest rate swap in which the variable rate payments due under our Term Loan were exchanged for a fixed rate. Our risk management policy is to hedge our exposure to fluctuations in interest rates using this swap agreement. The interest rate swap derivative financial instrument is recorded in the condensed consolidated balance sheet at fair value which approximates the amount at which the swap could be settled using projected future interest rates as provided by counterparties. | ||||||||||||
The tables below disclose the fair value of the derivative financial instruments included in the condensed consolidated balance sheets as of May 3, 2014, February 1, 2014 and May 4, 2013 (in thousands): | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||
Location | Location | |||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||
At May 3, 2014- | Other current assets | $ | — | Accrued expenses and other current liabilities | $ | 464 | ||||||
Foreign exchange forward contracts | ||||||||||||
At February 1, 2014- | Other current assets | $ | — | Accrued expenses and other current liabilities | $ | 483 | ||||||
Foreign exchange forward contracts | ||||||||||||
At May 4, 2013- | Other current assets | $ | 138 | Accrued expenses and other current liabilities | $ | 11 | ||||||
Foreign exchange forward contracts | ||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||
At May 3, 2014- | Other non-current assets | $ | — | Other non-current liabilities | $ | 356 | ||||||
Interest rate swap | ||||||||||||
At February 1, 2014- | Other non-current assets | $ | — | Other non-current liabilities | $ | 654 | ||||||
Interest rate swap | ||||||||||||
At May 3, 2014, we had 12 contracts to purchase United States dollars (“USD”) for an aggregate notional amount of Canadian dollars (“CAD”) $10.0 million maturing in various increments at various dates through September 2014 and 20 contracts to purchase USD for an aggregate notional amount of pounds Sterling (“GBP”) £15.5 million maturing in various increments at various dates through November 2014. For the quarter ended May 3, 2014, we recognized a net pre-tax loss of $0.7 million in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as cash flow hedges. | ||||||||||||
At February 1, 2014, we had 28 contracts maturing in varying increments to purchase USD for an aggregate notional amount of GBP £17.5 million maturing at various dates through June 2014. | ||||||||||||
At May 4, 2013, we had four contracts to purchase Euros for an aggregate notional amount of US$0.5 million maturing in various increments at various dates through September 2013, eight contracts to purchase USD for an aggregate notional amount of CAD $2.0 million maturing in various increments at various dates through August 2013 and 14 contracts to purchase USD for an aggregate notional amount of GBP £11.7 million maturing in various increments at various dates through October 2013. For the quarter ended May 4, 2013, we recognized a net pre-tax gain of $0.7 million in cost of sales in the condensed consolidated statement of earnings for our derivative financial instruments not designated as cash flow hedges. | ||||||||||||
In August 2013, we entered into a Term Loan due April 2018 with variable-rate interest payments (see Note 3). To minimize the impact of changes in interest rates on our interest payments, in August 2013, we entered into an interest rate swap agreement with a financial institution to swap variable-rate interest payments for fixed-rate interest payments. The interest rate swap agreement matures in April 2018 and has periodic interest settlements, both consistent with the terms of our Term Loan. We have designated the interest rate swap as a cash flow hedge of the variability of interest payments under the Term Loan due to changes in the LIBOR benchmark interest rate. | ||||||||||||
Under this agreement, we receive a floating rate based on the 1-month LIBOR rate and pay a fixed rate of 3.02% (including the applicable margin of 1.75%) on the outstanding notional amount. The swap fixed rate was structured to mirror the payment terms of the Term Loan. At May 3, 2014, the fair value of the interest rate swap was a liability of $0.4 million and was recorded in our consolidated balance sheet within other noncurrent liabilities with the effective portion of the loss reported as a component of accumulated other comprehensive income. There was no hedge ineffectiveness at May 3, 2014. Changes in fair value are reclassified from accumulated other comprehensive income into earnings in the same period that the hedged item affects earnings. Over the next 12 months, approximately $1.0 million of the effective portion of the loss is expected to be reclassified from accumulated other comprehensive income into earnings. | ||||||||||||
If, at any time, the swap is determined to be ineffective, in whole or in part, due to changes in the interest rate swap or underlying debt agreements, the fair value of the portion of the swap determined to be ineffective will be recognized as a gain or loss in the statement of earnings for the applicable period. | ||||||||||||
We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of May 3, 2014, February 1, 2014 or May 4, 2013, respectively. |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||
3-May-14 | ||||||||
Segment Reporting | ' | |||||||
Segment Reporting | ' | |||||||
12. Segment Reporting | ||||||||
Our operations are conducted in two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. | ||||||||
The retail segment includes the results from our four retail merchandising brands: Men’s Wearhouse, Men’s Wearhouse and Tux, Moores Clothing for Men (“Moores”) and K&G. These four brands are operating segments that have been aggregated into the retail reportable segment based on their similar economic characteristics, products, production processes, target customers and distribution methods. MW Cleaners is also aggregated in the retail segment as these operations have not had a significant effect on our revenues or expenses. Specialty apparel merchandise offered by our four retail merchandising concepts include suits, suit separates, sport coats, slacks, sportswear, outerwear, dress shirts, shoes and accessories for men. Ladies’ career apparel, sportswear and accessories, including shoes, and children’s apparel is offered at most of our K&G stores and tuxedo rentals are offered at our Men’s Wearhouse, Men’s Wearhouse and Tux and Moores retail stores. | ||||||||
On August 6, 2013, we acquired JA Holding, the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory. Based on the manner in which we manage, evaluate and internally report our operations, we determined that JA Holding is a component of our Men’s Wearhouse brand and therefore has been included in our retail reportable segment. | ||||||||
The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Twin Hill in the U.S. and Dimensions, Alexandra and Yaffy in the United Kingdom (“UK”). The two corporate apparel and uniform concepts are operating segments that have been aggregated into the reportable corporate apparel segment based on their similar economic characteristics, products, production processes, target customers and distribution methods. The corporate apparel segment provides corporate clothing uniforms and workwear to workforces. | ||||||||
We measure segment profitability based on operating income, defined as income before interest expense, interest income, income taxes and non-controlling interest. Corporate expenses and assets are allocated to the retail segment. | ||||||||
Net sales by brand and reportable segment are as follows (in thousands): | ||||||||
For the Quarter Ended | ||||||||
May 3, 2014 | May 4, 2013 | |||||||
Net sales: | ||||||||
MW (1) | $ | 420,979 | $ | 401,835 | ||||
Moores | 52,502 | 53,771 | ||||||
K&G | 92,421 | 97,340 | ||||||
MW Cleaners | 7,747 | 7,235 | ||||||
Total retail segment | 573,649 | 560,181 | ||||||
Twin Hill | 8,244 | 7,959 | ||||||
Dimensions and Alexandra (UK) | 48,581 | 48,396 | ||||||
Total corporate apparel segment | 56,825 | 56,355 | ||||||
Total net sales | $ | 630,474 | $ | 616,536 | ||||
(1) MW includes Men’s Wearhouse, Men’s Wearhouse and Tux stores and JA Holding. | ||||||||
The following table sets forth supplemental products and services sales information for the Company (in thousands): | ||||||||
For the Quarter Ended | ||||||||
May 3, 2014 | May 4, 2013 | |||||||
Net sales: | ||||||||
Men’s tailored clothing product | $ | 239,436 | $ | 234,844 | ||||
Men’s non-tailored clothing product | 171,106 | 166,773 | ||||||
Ladies’ clothing product | 20,851 | 22,120 | ||||||
Other | 1,631 | — | ||||||
Total retail clothing product | 433,024 | 423,737 | ||||||
Tuxedo rental services | 101,663 | 98,482 | ||||||
Alteration services | 31,215 | 30,727 | ||||||
Retail dry cleaning services | 7,747 | 7,235 | ||||||
Total alteration and other services | 38,962 | 37,962 | ||||||
Corporate apparel clothing product | 56,825 | 56,355 | ||||||
Total net sales | $ | 630,474 | $ | 616,536 | ||||
Operating income by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands): | ||||||||
For the Quarter Ended | ||||||||
May 3, 2014 | May 4, 2013 | |||||||
Retail | $ | 26,525 | $ | 51,470 | ||||
Corporate apparel | 756 | 1,083 | ||||||
Operating income | 27,281 | 52,553 | ||||||
Interest income | 61 | 121 | ||||||
Interest expense | (1,135 | ) | (344 | ) | ||||
Earnings before income taxes | $ | 26,207 | $ | 52,330 |
Legal_Matters
Legal Matters | 3 Months Ended |
3-May-14 | |
Legal Matters | ' |
Legal Matters | ' |
13. Legal Matters | |
A former licensee of JA Apparel, Corp., a subsidiary of JA Holding (“JA Apparel”), initiated an arbitration proceeding against JA Apparel under license agreements which the former licensee terminated. The former licensee alleges that JA Apparel breached the license agreements for the manufacture of certain Joseph Abboud® branded merchandise. We do not believe that JA Apparel breached the license agreements and we believe that the former licensee wrongfully terminated the license agreements. We intend to defend this matter vigorously. The range of loss, if any, is not reasonably estimable at this time, however, we do not believe that it will have a material adverse effect on our financial position, results of operations or cash flows. | |
In addition, we are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Management does not believe that any of these matters will have a material adverse effect on our financial position, results of operations or cash flows. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
3-May-14 | |
Subsequent Events | ' |
Subsequent Events | ' |
14. Subsequent Events | |
Acquisition of Jos. A. Bank Clothiers, Inc. | |
As previously announced, on March 11, 2014, we entered into an Agreement and Plan of Merger with Jos. A. Bank Clothiers, Inc. (“Jos. A. Bank”) pursuant to which we will acquire all of the issued and outstanding shares of common stock of Jos. A. Bank for $65.00 per share in cash, or total consideration of approximately $1.8 billion. | |
Concurrently with the signing of the merger agreement, we entered into a financing commitment letter (the “Commitment Letter”) with Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC (collectively, the “Lenders”). We expect the financing under the Commitment Letter, together with cash balances, to be sufficient to provide the financing necessary to consummate our offer to acquire all of the issued and outstanding shares of common stock of Jos. A. Bank and to refinance certain of our existing indebtedness. The Commitment Letter provides for (i) $1.1 billion aggregate principal amount of senior secured term B loans, (ii) a $500.0 million asset-based revolving facility of the Company and certain of its subsidiaries and (iii) $600.0 million aggregate principal amount of unsecured bridge loans to the extent $600.0 million in gross proceeds are not raised from the issuance and sale by the Company of senior unsecured notes prior to the effective time of the merger. The financing commitments of the Lenders are subject to certain conditions set forth in the Commitment Letter. | |
On May 30, 2014, the Federal Trade Commission granted termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, for the transaction. The transaction remains subject to certain conditions set forth in the merger agreement and we expect the transaction to be completed during the second quarter of 2014. | |
Shareholder Rights Plan | |
On May 5, 2014, we entered into Amendment No. 1 (the “Amendment”) to the Rights Agreement (the “Rights Agreement”) dated as of October 10, 2013, with American Stock Transfer & Trust Company LLC. The Amendment changes the expiration of the rights from September 30, 2014 to May 5, 2014, effectively terminating the Rights Agreement as of that date. No preferred share purchase rights were exercised under the Rights Agreement as of May 5, 2014. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
3-May-14 | |
Significant Accounting Policies | ' |
Basis of Presentation | ' |
Basis of Presentation — The condensed consolidated financial statements herein include the accounts of The Men’s Wearhouse, Inc. and its subsidiaries (the “Company”) and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). As applicable under such regulations, certain information and footnote disclosures have been condensed or omitted. We believe that the presentation and disclosures herein are adequate to make the information not misleading, and the condensed consolidated financial statements reflect all elimination entries and normal recurring adjustments which are necessary for a fair presentation of the financial position, results of operations and cash flows at the dates and for the periods presented. | |
Our business historically has been seasonal in nature, and the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended February 1, 2014. | |
Unless the context otherwise requires, “Company”, “we”, “us” and “our” refer to The Men’s Wearhouse, Inc. and its subsidiaries. | |
The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. | |
On August 6, 2013, we acquired JA Holding, Inc. (“JA Holding”), the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory. Based on the manner in which we manage, evaluate and internally report our operations, we determined that JA Holding is a component of our Men’s Wearhouse brand and therefore has been included in our retail reportable segment. See Note 12 for additional details on our segments. | |
The results of operations for JA Holding are included in the consolidated statements of earnings beginning on August 6, 2013 and were not significant to our consolidated results. The impact of the acquisition on our results of operations, as if the acquisition had been completed as of February 3, 2013 is not significant. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements — We have considered all new accounting pronouncements and have concluded that there are no new pronouncements that may have a material impact on our results of operations, financial condition, or cash flows, based on current information, except for Accounting Standards Update (“ASU”) No. 2014-08, Reporting Discontinued Operations and Disposals of Components of an Entity. | |
In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-08, Reporting Discontinued Operations and Disposals of Components of an Entity, which changes the criteria for determining which disposals can be presented as discontinued operations and modifies related disclosure requirements. The new guidance is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. The new guidance will be applicable for disposal transactions, if any, that we initiate after the adoption date. The adoption of this guidance is not expected to have a material impact on our financial position, results of operations or cash flows. | |
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The new guidance is effective for annual and interim periods beginning after December 15, 2016 with no early adoption permitted. We are currently evaluating the impact, if any, the adoption of this guidance will have on our financial position, results of operations or cash flows. |
Earnings_per_Share_Tables
Earnings per Share (Tables) | 3 Months Ended | |||||||
3-May-14 | ||||||||
Earnings per Share | ' | |||||||
Earnings per Share | ' | |||||||
The following table sets forth the computation of basic and diluted earnings per common share attributable to common shareholders (in thousands, except per share amounts). | ||||||||
For the Quarter Ended | ||||||||
May 3, | May 4, | |||||||
2014 | 2013 | |||||||
Numerator | ||||||||
Total net earnings attributable to common shareholders | $ | 16,486 | $ | 33,091 | ||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) | (65 | ) | (312 | ) | ||||
Net earnings attributable to common shareholders | $ | 16,421 | $ | 32,779 | ||||
Denominator | ||||||||
Basic weighted-average common shares outstanding | 47,607 | 50,607 | ||||||
Dilutive effect of share-based awards | 367 | 181 | ||||||
Diluted weighted-average common shares outstanding | 47,974 | 50,788 | ||||||
Net earnings per common share attributable to common shareholders: | ||||||||
Basic | $ | 0.34 | $ | 0.65 | ||||
Diluted | $ | 0.34 | $ | 0.65 |
Supplemental_Cash_Flows_Tables
Supplemental Cash Flows (Tables) | 3 Months Ended | |||||||
3-May-14 | ||||||||
Supplemental Cash Flows | ' | |||||||
Schedule of supplemental disclosure of cash flow information | ' | |||||||
Supplemental disclosure of cash flow information is as follows (in thousands): | ||||||||
For the Quarter Ended | ||||||||
May 3, | May 4, | |||||||
2014 | 2013 | |||||||
Cash paid for interest | $ | 1,026 | $ | 199 | ||||
Cash (refunded) paid for income taxes, net | $ | (6,308 | ) | $ | 9,795 | |||
Schedule of noncash investing and financing activities: | ||||||||
Cash dividends declared | $ | 8,725 | $ | 9,247 |
Other_Current_Assets_Accrued_E1
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Tables) | 3 Months Ended | ||||||||||
3-May-14 | |||||||||||
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities | ' | ||||||||||
Other current assets | ' | ||||||||||
Other current assets consist of the following (in thousands): | |||||||||||
May 3, | May 4, | February 1, | |||||||||
2014 | 2013 | 2014 | |||||||||
Prepaid expenses | $ | 35,782 | $ | 34,464 | $ | 33,747 | |||||
Current deferred tax assets | 38,536 | 21,200 | 33,148 | ||||||||
Tax receivable | 3,039 | 3,169 | 17,276 | ||||||||
Other | 7,446 | 7,711 | 9,035 | ||||||||
Total other current assets | $ | 84,803 | $ | 66,544 | $ | 93,206 | |||||
Accrued expenses and other current liabilities | ' | ||||||||||
Accrued expenses and other current liabilities consist of the following (in thousands): | |||||||||||
May 3, | May 4, | February 1, | |||||||||
2014 | 2013 | 2014 | |||||||||
Customer deposits, prepayments and refunds payable | $ | 58,955 | $ | 50,667 | $ | 22,617 | |||||
Accrued salary, bonus, sabbatical, vacation and other benefits | 47,181 | 42,846 | 58,127 | ||||||||
Sales, value added, payroll, property and other taxes payable | 25,313 | 26,981 | 19,184 | ||||||||
Accrued strategic professional fees | 24,605 | — | 9,338 | ||||||||
Accrued workers compensation and medical costs | 21,862 | 19,294 | 22,055 | ||||||||
Unredeemed gift certificates | 14,242 | 14,069 | 15,589 | ||||||||
Cash dividends declared | 8,725 | 9,247 | 8,963 | ||||||||
Loyalty program reward certificates | 6,433 | 7,178 | 6,321 | ||||||||
Other | 13,136 | 14,851 | 13,603 | ||||||||
Total accrued expenses and other current liabilities | $ | 220,452 | $ | 185,133 | $ | 175,797 | |||||
Deferred taxes and other liabilities | ' | ||||||||||
Deferred taxes and other liabilities consist of the following (in thousands): | |||||||||||
May 3, | May 4, | February 1, | |||||||||
2014 | 2013 | 2014 | |||||||||
Deferred rent and landlord incentives | $ | 55,948 | $ | 53,501 | $ | 55,923 | |||||
Non-current deferred and other income tax liabilities | 52,381 | 37,440 | 51,604 | ||||||||
Other | 1,367 | 1,158 | 1,765 | ||||||||
Total deferred taxes and other liabilities | $ | 109,696 | $ | 92,099 | $ | 109,292 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended | ||||||||||
3-May-14 | |||||||||||
Accumulated Other Comprehensive Income | ' | ||||||||||
Summary of components of accumulated other comprehensive income | ' | ||||||||||
The following table summarizes the components of accumulated other comprehensive income for the quarter ended May 3, 2014 (in thousands and net of tax): | |||||||||||
Foreign | Interest Rate | Total | |||||||||
Currency | Swap | ||||||||||
Translation | |||||||||||
BALANCE — February 1, 2014 | $ | 27,710 | $ | (399 | ) | $ | 27,311 | ||||
Other comprehensive income before reclassifications | 6,180 | 19 | 6,199 | ||||||||
Other comprehensive income attributable to non-controlling interest | (371 | ) | — | (371 | ) | ||||||
Amounts reclassified from accumulated other comprehensive income | — | 163 | 163 | ||||||||
Net current-period other comprehensive income | 5,809 | 182 | 5,991 | ||||||||
BALANCE — May 3, 2014 | $ | 33,519 | $ | (217 | ) | $ | 33,302 |
ShareBased_Compensation_Plans_
Share-Based Compensation Plans (Tables) | 3 Months Ended | |||||||||||
3-May-14 | ||||||||||||
Share-Based Compensation Plans | ' | |||||||||||
Summary of activity of time-based and performance-based deferred stock units ("DSUs") | ' | |||||||||||
Shares | Weighted-Average | |||||||||||
Grant-Date Fair Value | ||||||||||||
Time- | Performance- | Time- | Performance- | |||||||||
Based | Based | Based | Based | |||||||||
Non-Vested at February 1, 2014 | 573,042 | 82,558 | $ | 32.95 | $ | 33.09 | ||||||
Granted | 217,385 | 18,789 | 47.26 | 47.26 | ||||||||
Vested (1) | (360,899 | ) | (1,134 | ) | 33.19 | 33.09 | ||||||
Forfeited | (18,069 | ) | — | 34.99 | — | |||||||
Non-Vested at May 3, 2014 | 411,459 | 100,213 | $ | 40.21 | $ | 35.75 | ||||||
(1) Includes 119,468 shares relinquished for tax payments related to vested DSUs for the quarter ended May 3, 2014. | ||||||||||||
Summary of restricted stock activity | ' | |||||||||||
Shares | Weighted- | |||||||||||
Average | ||||||||||||
Grant-Date | ||||||||||||
Fair Value | ||||||||||||
Non-Vested at February 1, 2014 | 80,919 | $ | 31.36 | |||||||||
Granted | 4,184 | 47.81 | ||||||||||
Vested | (23,788 | ) | 28.91 | |||||||||
Forfeited | — | — | ||||||||||
Non-Vested at May 3, 2014 | 61,315 | $ | 33.44 | |||||||||
Summary of stock option activity | ' | |||||||||||
Shares | Weighted- | |||||||||||
Average | ||||||||||||
Exercise | ||||||||||||
Price | ||||||||||||
Outstanding at February 1, 2014 | 645,990 | $ | 28.8 | |||||||||
Granted | 110,576 | 47.26 | ||||||||||
Exercised | (137,468 | ) | 25.51 | |||||||||
Forfeited | (60,000 | ) | 17.18 | |||||||||
Outstanding at May 3, 2014 | 559,098 | $ | 34.51 | |||||||||
Exercisable at May 3, 2014 | 284,734 | $ | 31.32 | |||||||||
Weighted-average assumptions used to calculate fair value of stock options | ' | |||||||||||
For the Quarter | ||||||||||||
Ended | ||||||||||||
May 3, | ||||||||||||
2014 | ||||||||||||
Risk-free interest rate | 1.75% | |||||||||||
Expected lives | 5.0 years | |||||||||||
Dividend yield | 1.80% | |||||||||||
Expected volatility | 44.43% |
Goodwill_and_Other_Intangible_1
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended | ||||||||||
3-May-14 | |||||||||||
Goodwill and Other Intangible Assets | ' | ||||||||||
Changes in the net carrying amount of goodwill | ' | ||||||||||
Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the quarter ended May 3, 2014 are as follows (in thousands): | |||||||||||
Retail | Corporate | Total | |||||||||
Apparel | |||||||||||
Balance at February 1, 2014 | $ | 96,919 | $ | 29,084 | $ | 126,003 | |||||
Translation adjustment | 359 | 736 | 1,095 | ||||||||
Balance at May 3, 2014 | $ | 97,278 | $ | 29,820 | $ | 127,098 | |||||
Gross carrying amount and accumulated amortization of intangible assets | ' | ||||||||||
The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): | |||||||||||
May 3, | May 4, | February 1, | |||||||||
2014 | 2013 | 2014 | |||||||||
Amortizable intangible assets: | |||||||||||
Carrying amount: | |||||||||||
Trademarks, tradenames, and other intangibles | $ | 12,096 | $ | 14,477 | $ | 12,012 | |||||
Customer relationships | 34,492 | 31,818 | 33,602 | ||||||||
Total carrying amount | 46,588 | 46,295 | 45,614 | ||||||||
Accumulated amortization: | |||||||||||
Trademarks, tradenames, and other intangibles | (9,090 | ) | (8,821 | ) | (9,007 | ) | |||||
Customer relationships | (10,882 | ) | (7,362 | ) | (9,895 | ) | |||||
Total accumulated amortization | (19,972 | ) | (16,183 | ) | (18,902 | ) | |||||
Total amortizable intangible assets, net | 26,616 | 30,112 | 26,712 | ||||||||
Indefinite-lived intangible assets: | |||||||||||
Trademarks and tradename | 31,350 | 1,245 | 31,315 | ||||||||
Total intangible assets, net | $ | 57,966 | $ | 31,357 | $ | 58,027 |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||
3-May-14 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | ' | |||||||||||||
Fair Value Measurements at Reporting Date Using | ||||||||||||||
(in thousands) | Quoted Prices | Significant | Significant | Total | ||||||||||
in Active | Other | Unobservable | ||||||||||||
Markets for | Observable | Inputs | ||||||||||||
Identical | Inputs | (Level 3) | ||||||||||||
Instruments | (Level 2) | |||||||||||||
(Level 1) | ||||||||||||||
At May 3, 2014- | ||||||||||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 820 | $ | — | $ | 820 | ||||||
At February 1, 2014- | ||||||||||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 1,137 | $ | — | $ | 1,137 | ||||||
At May 4, 2013- | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents | $ | 20,059 | $ | — | $ | — | $ | 20,059 | ||||||
Derivative financial instruments | $ | — | $ | 138 | $ | — | $ | 138 | ||||||
Liabilities: | ||||||||||||||
Derivative financial instruments | $ | — | $ | 11 | $ | — | $ | 11 |
Derivative_Financial_Instrumen1
Derivative Financial Instruments (Tables) | 3 Months Ended | |||||||||||
3-May-14 | ||||||||||||
Derivative Financial Instruments | ' | |||||||||||
Fair value of the derivative financial instruments included in the balance sheet | ' | |||||||||||
The tables below disclose the fair value of the derivative financial instruments included in the condensed consolidated balance sheets as of May 3, 2014, February 1, 2014 and May 4, 2013 (in thousands): | ||||||||||||
Asset Derivatives | Liability Derivatives | |||||||||||
Balance Sheet | Fair Value | Balance Sheet | Fair Value | |||||||||
Location | Location | |||||||||||
Derivatives not designated as hedging instruments: | ||||||||||||
At May 3, 2014- | Other current assets | $ | — | Accrued expenses and other current liabilities | $ | 464 | ||||||
Foreign exchange forward contracts | ||||||||||||
At February 1, 2014- | Other current assets | $ | — | Accrued expenses and other current liabilities | $ | 483 | ||||||
Foreign exchange forward contracts | ||||||||||||
At May 4, 2013- | Other current assets | $ | 138 | Accrued expenses and other current liabilities | $ | 11 | ||||||
Foreign exchange forward contracts | ||||||||||||
Derivatives designated as hedging instruments: | ||||||||||||
At May 3, 2014- | Other non-current assets | $ | — | Other non-current liabilities | $ | 356 | ||||||
Interest rate swap | ||||||||||||
At February 1, 2014- | Other non-current assets | $ | — | Other non-current liabilities | $ | 654 | ||||||
Interest rate swap | ||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
3-May-14 | ||||||||
Segment Reporting | ' | |||||||
Net sales by brand and reportable segment | ' | |||||||
Net sales by brand and reportable segment are as follows (in thousands): | ||||||||
For the Quarter Ended | ||||||||
May 3, 2014 | May 4, 2013 | |||||||
Net sales: | ||||||||
MW (1) | $ | 420,979 | $ | 401,835 | ||||
Moores | 52,502 | 53,771 | ||||||
K&G | 92,421 | 97,340 | ||||||
MW Cleaners | 7,747 | 7,235 | ||||||
Total retail segment | 573,649 | 560,181 | ||||||
Twin Hill | 8,244 | 7,959 | ||||||
Dimensions and Alexandra (UK) | 48,581 | 48,396 | ||||||
Total corporate apparel segment | 56,825 | 56,355 | ||||||
Total net sales | $ | 630,474 | $ | 616,536 | ||||
(1) MW includes Men’s Wearhouse, Men’s Wearhouse and Tux stores and JA Holding. | ||||||||
Supplemental products and services sales information | ' | |||||||
The following table sets forth supplemental products and services sales information for the Company (in thousands): | ||||||||
For the Quarter Ended | ||||||||
May 3, 2014 | May 4, 2013 | |||||||
Net sales: | ||||||||
Men’s tailored clothing product | $ | 239,436 | $ | 234,844 | ||||
Men’s non-tailored clothing product | 171,106 | 166,773 | ||||||
Ladies’ clothing product | 20,851 | 22,120 | ||||||
Other | 1,631 | — | ||||||
Total retail clothing product | 433,024 | 423,737 | ||||||
Tuxedo rental services | 101,663 | 98,482 | ||||||
Alteration services | 31,215 | 30,727 | ||||||
Retail dry cleaning services | 7,747 | 7,235 | ||||||
Total alteration and other services | 38,962 | 37,962 | ||||||
Corporate apparel clothing product | 56,825 | 56,355 | ||||||
Total net sales | $ | 630,474 | $ | 616,536 | ||||
Operating income by reportable segment and the reconciliation to earnings before income taxes | ' | |||||||
Operating income by reportable segment and the reconciliation to earnings before income taxes is as follows (in thousands): | ||||||||
For the Quarter Ended | ||||||||
May 3, 2014 | May 4, 2013 | |||||||
Retail | $ | 26,525 | $ | 51,470 | ||||
Corporate apparel | 756 | 1,083 | ||||||
Operating income | 27,281 | 52,553 | ||||||
Interest income | 61 | 121 | ||||||
Interest expense | (1,135 | ) | (344 | ) | ||||
Earnings before income taxes | $ | 26,207 | $ | 52,330 |
Earnings_per_Share_Details
Earnings per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | 3-May-14 | 4-May-13 |
Numerator | ' | ' |
Total net earnings attributable to common shareholders | $16,486 | $33,091 |
Net earnings allocated to participating securities (restricted stock and deferred stock units) | -65 | -312 |
Net earnings attributable to common shareholders | $16,421 | $32,779 |
Denominator | ' | ' |
Basic weighted-average common shares outstanding | 47,607,000 | 50,607,000 |
Dilutive effect of share-based awards (in shares) | 367,000 | 181,000 |
Diluted weighted-average common shares outstanding | 47,974,000 | 50,788,000 |
Net earnings per common share attributable to common shareholders: | ' | ' |
Basic (in dollars per share) | $0.34 | $0.65 |
Diluted (in dollars per share) | $0.34 | $0.65 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ' |
Anti-dilutive shares of common stock excluded from the calculation of diluted earnings per common share (in shares) | 100,000 | 300,000 |
Debt_Details
Debt (Details) (USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Aug. 06, 2013 | 3-May-14 |
Credit Agreement | ' | ' |
Line of credit facility | ' | ' |
Letters of credit issued and outstanding | ' | $21.60 |
Borrowings available under credit facility | ' | 278.4 |
Senior revolving credit facility | ' | ' |
Line of credit facility | ' | ' |
Credit facility | ' | 300 |
Total credit facility with expansion feature | ' | 450 |
Borrowings under the senior revolving credit facility | ' | 0 |
Term loan | ' | ' |
Line of credit facility | ' | ' |
Amount borrowed | 100 | ' |
Period of repayment of term loan | '5 years | ' |
Annual principal payment (as a percent) | 10.00% | ' |
Combined interest rate (as a percent) | 3.02% | ' |
Debt outstanding | ' | $95 |
Term loan | Interest rate swap | ' | ' |
Line of credit facility | ' | ' |
Fixed rate of interest (as a percent) | 1.27% | ' |
Term loan | LIBOR | ' | ' |
Line of credit facility | ' | ' |
Base rate margin (as a percent) | 1.75% | ' |
Supplemental_Cash_Flows_Detail
Supplemental Cash Flows (Details) (USD $) | 3 Months Ended | ||
3-May-14 | 4-May-13 | Feb. 01, 2014 | |
Supplemental Cash Flows | ' | ' | ' |
Cash paid for interest | $1,026,000 | $199,000 | ' |
Cash (refunded) paid for income taxes, net | -6,308,000 | 9,795,000 | ' |
Schedule of noncash investing and financing activities: | ' | ' | ' |
Cash dividends declared | 8,725,000 | 9,247,000 | 8,963,000 |
Unpaid capital expenditure purchases | ' | ' | ' |
Unpaid capital expenditure purchases | $8,000,000 | $11,500,000 | ' |
Other_Current_Assets_Accrued_E2
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes and Other Liabilities (Details) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Thousands, unless otherwise specified | |||
Other current assets | ' | ' | ' |
Prepaid expenses | $35,782 | $33,747 | $34,464 |
Current deferred tax assets | 38,536 | 33,148 | 21,200 |
Tax receivable | 3,039 | 17,276 | 3,169 |
Other | 7,446 | 9,035 | 7,711 |
Total other current assets | 84,803 | 93,206 | 66,544 |
Accrued expenses and other current liabilities | ' | ' | ' |
Customer deposits, prepayments and refunds payable | 58,955 | 22,617 | 50,667 |
Accrued salary, bonus, sabbatical, vacation and other benefits | 47,181 | 58,127 | 42,846 |
Sales, value added, payroll, property and other taxes payable | 25,313 | 19,184 | 26,981 |
Accrued strategic professional fees | 24,605 | 9,338 | ' |
Accrued workers compensation and medical costs | 21,862 | 22,055 | 19,294 |
Unredeemed gift certificates | 14,242 | 15,589 | 14,069 |
Cash dividends declared | 8,725 | 8,963 | 9,247 |
Loyalty program reward certificates | 6,433 | 6,321 | 7,178 |
Other | 13,136 | 13,603 | 14,851 |
Total accrued expenses and other current liabilities | 220,452 | 175,797 | 185,133 |
Deferred taxes and other liabilities | ' | ' | ' |
Deferred rent and landlord incentives | 55,948 | 55,923 | 53,501 |
Non-current deferred and other income tax liabilities | 52,381 | 51,604 | 37,440 |
Other | 1,367 | 1,765 | 1,158 |
Total deferred taxes and other liabilities | $109,696 | $109,292 | $92,099 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
Change in accumulated other comprehensive income components | ' | ' |
Balance at the beginning of the period | $27,311 | ' |
Other comprehensive income before reclassifications | 6,199 | ' |
Other comprehensive income attributable to non-controlling interest | -371 | ' |
Amounts reclassified from accumulated other comprehensive income | 163 | 0 |
Net current-period other comprehensive income | 5,991 | ' |
Balance at the end of the period | 33,302 | 33,824 |
Foreign Currency Translation | ' | ' |
Change in accumulated other comprehensive income components | ' | ' |
Balance at the beginning of the period | 27,710 | ' |
Other comprehensive income before reclassifications | 6,180 | ' |
Other comprehensive income attributable to non-controlling interest | -371 | ' |
Net current-period other comprehensive income | 5,809 | ' |
Balance at the end of the period | 33,519 | ' |
Interest rate swap | ' | ' |
Change in accumulated other comprehensive income components | ' | ' |
Balance at the beginning of the period | -399 | ' |
Other comprehensive income before reclassifications | 19 | ' |
Amounts reclassified from accumulated other comprehensive income | 163 | ' |
Net current-period other comprehensive income | 182 | ' |
Balance at the end of the period | ($217) | ' |
Share_Repurchases_Details
Share Repurchases (Details) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | 3-May-14 | 4-May-13 | Apr. 06, 2013 | 3-May-14 |
March 2013 authorization | March 2013 authorization | |||
Stock Repurchase | ' | ' | ' | ' |
Authorized share repurchase program | ' | ' | $200 | ' |
Remaining balance available | ' | ' | ' | 48 |
Shares repurchased and held in treasury | 0 | 989,182 | ' | ' |
Common stock repurchased, cost | ' | $32.80 | ' | ' |
Average price per share of common stock repurchased (in dollars per share) | ' | $33.21 | ' | ' |
ShareBased_Compensation_Plans_1
Share-Based Compensation Plans (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | 3-May-14 | 4-May-13 |
Share-Based Compensation Plans | ' | ' |
Share-based compensation expense | $4 | $4.50 |
Non-Vested Deferred Stock Units and Restricted Stock Shares | ' | ' |
Unrecognized compensation cost | ' | ' |
Unrecognized compensation cost | $16.40 | ' |
Compensation recognition period | '1 year 3 months 18 days | ' |
DSUs | Minimum | ' | ' |
Weighted-Average Grant-Date Fair Value | ' | ' |
Vesting period | '1 year | ' |
DSUs | Maximum | ' | ' |
Weighted-Average Grant-Date Fair Value | ' | ' |
Vesting period | '3 years | ' |
DSUs | Time-Based | ' | ' |
Shares | ' | ' |
Non-Vested at the beginning of the period (in shares) | 573,042 | ' |
Granted (in shares) | 217,385 | ' |
Vested (in shares) | -360,899 | ' |
Forfeited (in shares) | -18,069 | ' |
Non-Vested at the end of the period (in shares) | 411,459 | ' |
Weighted-Average Grant-Date Fair Value | ' | ' |
Balance at the beginning of the period (in dollars per share) | $32.95 | ' |
Granted (in dollars per share) | $47.26 | ' |
Vested (in dollars per share) | $33.19 | ' |
Forfeited (in dollars per share) | $34.99 | ' |
Balance at the end of the period (in dollars per share) | $40.21 | ' |
Shares relinquished for tax withholding | 119,468 | ' |
DSUs | Time-Based | Awards granted prior to April 3, 2013 | ' | ' |
Shares | ' | ' |
Non-Vested at the end of the period (in shares) | 89,471 | ' |
DSUs | Performance-Based | ' | ' |
Shares | ' | ' |
Non-Vested at the beginning of the period (in shares) | 82,558 | ' |
Granted (in shares) | 18,789 | ' |
Vested (in shares) | -1,134 | ' |
Non-Vested at the end of the period (in shares) | 100,213 | ' |
Weighted-Average Grant-Date Fair Value | ' | ' |
Balance at the beginning of the period (in dollars per share) | $33.09 | ' |
Granted (in dollars per share) | $47.26 | ' |
Vested (in dollars per share) | $33.09 | ' |
Balance at the end of the period (in dollars per share) | $35.75 | ' |
DSUs | Performance-Based | 2014 | ' | ' |
Weighted-Average Grant-Date Fair Value | ' | ' |
Number of shares of common stock received for each performance share | 1 | ' |
Vesting period | '1 year | ' |
Period after which unvested awards will lapse | '1 year | ' |
DSUs | Performance-Based | 2013 | ' | ' |
Weighted-Average Grant-Date Fair Value | ' | ' |
Number of shares of common stock received for each performance share | 1 | ' |
Vesting percentage of awards in tranches | 33.00% | ' |
Vesting period | '3 years | ' |
Restricted Stock | ' | ' |
Shares | ' | ' |
Non-Vested at the beginning of the period (in shares) | 80,919 | ' |
Granted (in shares) | 4,184 | ' |
Vested (in shares) | -23,788 | ' |
Non-Vested at the end of the period (in shares) | 61,315 | ' |
Weighted-Average Grant-Date Fair Value | ' | ' |
Balance at the beginning of the period (in dollars per share) | $31.36 | ' |
Granted (in dollars per share) | $47.81 | ' |
Vested (in dollars per share) | $28.91 | ' |
Balance at the end of the period (in dollars per share) | $33.44 | ' |
ShareBased_Compensation_Plans_2
Share-Based Compensation Plans (Details 2) (Stock Options, USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | 3-May-14 |
Stock Options | ' |
Shares | ' |
Outstanding at the beginning of the period (in shares) | 645,990 |
Granted (in shares) | 110,576 |
Exercised (in shares) | -137,468 |
Forfeited (in shares) | -60,000 |
Outstanding at the end of the period (in shares) | 559,098 |
Exercisable at the end of the period (in shares) | 284,734 |
Weighted-Average Exercise Price | ' |
Outstanding at the beginning of the period (in dollars per share) | $28.80 |
Granted (in dollars per share) | $47.26 |
Exercised (in dollars per share) | $25.51 |
Forfeited (in dollars per share) | $17.18 |
Outstanding at the end of the period (in dollars per share) | $34.51 |
Exercisable at the end of the period (in dollars per share) | $31.32 |
Additional disclosures | ' |
Weighted-average grant date fair value of stock options granted (in dollars per share) | $16.41 |
Assumptions used to value stock options | ' |
Risk-free interest rate (as a percent) | 1.75% |
Expected lives | '5 years |
Dividend yield (as a percent) | 1.80% |
Expected volatility (as a percent) | 44.43% |
Unrecognized compensation cost | ' |
Unrecognized compensation cost related to non-vested stock options | $3.50 |
Compensation recognition period | '2 years |
ShareBased_Compensation_Plans_3
Share-Based Compensation Plans (Details 3) (Employee Stock Discount Plan (ESDP), USD $) | 3 Months Ended |
3-May-14 | |
Employee Stock Discount Plan (ESDP) | ' |
Employee Stock Discount Plan | ' |
Maximum number of common stock shares available for purchase in the plan | 2,137,500 |
Purchase price percentage of fair market value | 85.00% |
Number of shares purchased | 20,505 |
Weighted-average share price of shares purchased (in dollars per share) | $42.23 |
Number of shares reserved for future issuance | 719,833 |
Goodwill_and_Other_Intangible_2
Goodwill and Other Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
Changes in the net carrying amount of goodwill | ' | ' |
Balance at the beginning of the year | $126,003 | $87,313 |
Translation adjustment | 1,095 | ' |
Balance at the end of the year | 127,098 | 87,313 |
Retail | ' | ' |
Changes in the net carrying amount of goodwill | ' | ' |
Balance at the beginning of the year | 96,919 | ' |
Translation adjustment | 359 | ' |
Balance at the end of the year | 97,278 | ' |
Corporate Apparel Segment | ' | ' |
Changes in the net carrying amount of goodwill | ' | ' |
Balance at the beginning of the year | 29,084 | ' |
Translation adjustment | 736 | ' |
Balance at the end of the year | $29,820 | ' |
Goodwill_and_Other_Intangible_3
Goodwill and Other Intangible Assets (Details 2) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Thousands, unless otherwise specified | |||
Carrying amount: | ' | ' | ' |
Total carrying amount | $46,588 | $45,614 | $46,295 |
Accumulated amortization: | ' | ' | ' |
Total accumulated amortization | -19,972 | -18,902 | -16,183 |
Total amortizable intangible assets, net | 26,616 | 26,712 | 30,112 |
Indefinite-lived intangible assets: | ' | ' | ' |
Trademarks and tradename | 31,350 | 31,315 | 1,245 |
Total intangible assets, net | 57,966 | 58,027 | 31,357 |
Trademarks, tradenames, and other intangibles | ' | ' | ' |
Carrying amount: | ' | ' | ' |
Total carrying amount | 12,096 | 12,012 | 14,477 |
Accumulated amortization: | ' | ' | ' |
Total accumulated amortization | -9,090 | -9,007 | -8,821 |
Customer relationships | ' | ' | ' |
Carrying amount: | ' | ' | ' |
Total carrying amount | 34,492 | 33,602 | 31,818 |
Accumulated amortization: | ' | ' | ' |
Total accumulated amortization | ($10,882) | ($9,895) | ($7,362) |
Goodwill_and_Other_Intangible_4
Goodwill and Other Intangible Assets (Details 3) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | 3-May-14 | 4-May-13 | Feb. 01, 2014 |
Goodwill and Intangible Assets | ' | ' | ' |
Pre-tax amortization expense associated with intangible assets | $0.80 | $0.80 | $3.80 |
Pre-tax amortization expense associated with intangible assets, 2014 | 2.3 | ' | ' |
Pre-tax amortization expense associated with intangible assets, 2015 | 3.1 | ' | ' |
Pre-tax amortization expense associated with intangible assets, 2016 | 3.1 | ' | ' |
Pre-tax amortization expense associated with intangible assets, 2017 | 3.1 | ' | ' |
Pre-tax amortization expense associated with intangible assets, 2018 | $3 | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | 3 Months Ended | |||||||||
3-May-14 | 3-May-14 | Feb. 01, 2014 | 4-May-13 | 4-May-13 | 3-May-14 | Feb. 01, 2014 | 4-May-13 | 3-May-14 | 3-May-14 | 4-May-13 | |
Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Recurring | Non-Recurring | Non-Recurring | Non-Recurring | ||
Quoted Prices in Active Markets for Identical Instruments (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Observable Inputs (Level 2) | Significant Other Observable Inputs (Level 2) | Unobservable Inputs (Level 3) | Selling, general and administrative expenses | Selling, general and administrative expenses | |||||
Unobservable Inputs (Level 3) | Unobservable Inputs (Level 3) | ||||||||||
Fair value measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets transfers Level 1 to Level 2 | ' | $0 | ' | $0 | ' | ' | ' | ' | ' | ' | ' |
Assets transfers Level 2 to Level 1 | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Liabilities transfers Level 1 to Level 2 | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Liabilities transfers Level 2 to Level 1 | ' | 0 | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash equivalents | ' | ' | ' | 20,059,000 | 20,059,000 | ' | ' | ' | ' | ' | ' |
Derivative financial instruments | ' | ' | ' | 138,000 | ' | ' | ' | 138,000 | ' | ' | ' |
Liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative financial instruments | ' | 820,000 | 1,137,000 | 11,000 | ' | 820,000 | 1,137,000 | 11,000 | ' | ' | ' |
Long-lived assets held-for use | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset impairment charges | 302,000 | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | 0 |
Fair value measurement | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' |
Derivative_Financial_Instrumen2
Derivative Financial Instruments (Details) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Thousands, unless otherwise specified | |||
Foreign Exchange Forward | Not Designated as Hedging Instrument | Other current assets | ' | ' | ' |
Fair Value of Derivative Financial Instruments | ' | ' | ' |
Asset Derivatives | ' | ' | $138 |
Foreign Exchange Forward | Not Designated as Hedging Instrument | Accrued expenses and other current liabilities | ' | ' | ' |
Fair Value of Derivative Financial Instruments | ' | ' | ' |
Liability Derivatives | 464 | 483 | 11 |
Interest rate swap | Designated as hedging instruments | Other noncurrent liabilities | ' | ' | ' |
Fair Value of Derivative Financial Instruments | ' | ' | ' |
Liability Derivatives | $356 | $654 | ' |
Derivative_Financial_Instrumen3
Derivative Financial Instruments (Details 2) | 3 Months Ended | |||||||
In Millions, unless otherwise specified | 3-May-14 | 4-May-13 | 4-May-13 | 3-May-14 | 4-May-13 | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
USD ($) | USD ($) | USD:Euros | CAD:USD | CAD:USD | GBP:USD | GBP:USD | GBP:USD | |
USD ($) | CAD | CAD | GBP (£) | GBP (£) | GBP (£) | |||
item | item | item | item | item | item | |||
Derivative | ' | ' | ' | ' | ' | ' | ' | ' |
Number of contracts maturing in varying increments | ' | ' | 4 | 12 | 8 | 20 | 28 | 14 |
Notional amount maturing in varying increments | ' | ' | $0.50 | 10 | 2 | £ 15.5 | £ 17.5 | £ 11.7 |
Pre-tax gain (loss) on derivatives within cost of sales | ($0.70) | $0.70 | ' | ' | ' | ' | ' | ' |
Derivative_Financial_Instrumen4
Derivative Financial Instruments (Details 3) (USD $) | 3 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | 3-May-14 | Feb. 01, 2014 | 4-May-13 | Aug. 06, 2013 | Aug. 06, 2013 |
item | item | item | Term loan | Term loan | |
LIBOR | |||||
Derivative Financial Instruments | ' | ' | ' | ' | ' |
Applicable margin (as a percent) | ' | ' | ' | ' | 1.75% |
Effective interest rate (as a percent) | ' | ' | ' | 3.02% | ' |
Hedge ineffectiveness | $0 | ' | ' | ' | ' |
Effective portion of the loss expected to be reclassified from accumulated other comprehensive income into earnings over the next 12 months | $1 | ' | ' | ' | ' |
Number of derivative financial instruments with credit-risk-related contingent features | 0 | 0 | 0 | ' | ' |
Segment_Reporting_Details
Segment Reporting (Details) | 3 Months Ended |
3-May-14 | |
segment | |
Segment Reporting | ' |
Number of reportable segments | 2 |
Retail Segment | ' |
Segment reporting | ' |
Number of operating segments | 4 |
Corporate apparel segment | ' |
Segment reporting | ' |
Number of operating segments | 2 |
Segment_Reporting_Details_2
Segment Reporting (Details 2) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
Net sales: | ' | ' |
Total net sales | $630,474 | $616,536 |
Retail Segment | ' | ' |
Net sales: | ' | ' |
Total net sales | 573,649 | 560,181 |
Retail Segment | MW | ' | ' |
Net sales: | ' | ' |
Total net sales | 420,979 | 401,835 |
Retail Segment | Moores | ' | ' |
Net sales: | ' | ' |
Total net sales | 52,502 | 53,771 |
Retail Segment | K&G | ' | ' |
Net sales: | ' | ' |
Total net sales | 92,421 | 97,340 |
Retail Segment | MW Cleaners | ' | ' |
Net sales: | ' | ' |
Total net sales | 7,747 | 7,235 |
Corporate apparel segment | ' | ' |
Net sales: | ' | ' |
Total net sales | 56,825 | 56,355 |
Corporate apparel segment | Twin Hill | ' | ' |
Net sales: | ' | ' |
Total net sales | 8,244 | 7,959 |
Corporate apparel segment | Dimensions and Alexandra (UK) | ' | ' |
Net sales: | ' | ' |
Total net sales | $48,581 | $48,396 |
Segment_Reporting_Details_3
Segment Reporting (Details 3) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
Sales of supplemental products and services | ' | ' |
Total net sales | $630,474 | $616,536 |
Retail Segment | ' | ' |
Sales of supplemental products and services | ' | ' |
Total retail clothing product | 433,024 | 423,737 |
Tuxedo rental services | 101,663 | 98,482 |
Total alteration and other services | 38,962 | 37,962 |
Total net sales | 573,649 | 560,181 |
Retail Segment | Men's tailored clothing product | ' | ' |
Sales of supplemental products and services | ' | ' |
Total retail clothing product | 239,436 | 234,844 |
Retail Segment | Men's non-tailored clothing product | ' | ' |
Sales of supplemental products and services | ' | ' |
Total retail clothing product | 171,106 | 166,773 |
Retail Segment | Ladies clothing product | ' | ' |
Sales of supplemental products and services | ' | ' |
Total retail clothing product | 20,851 | 22,120 |
Retail Segment | Other | ' | ' |
Sales of supplemental products and services | ' | ' |
Total retail clothing product | 1,631 | ' |
Retail Segment | Alteration services | ' | ' |
Sales of supplemental products and services | ' | ' |
Total alteration and other services | 31,215 | 30,727 |
Retail Segment | Retail dry cleaning services | ' | ' |
Sales of supplemental products and services | ' | ' |
Total alteration and other services | 7,747 | 7,235 |
Corporate apparel segment | ' | ' |
Sales of supplemental products and services | ' | ' |
Total net sales | $56,825 | $56,355 |
Segment_Reporting_Details_4
Segment Reporting (Details 4) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
Operating income by reportable segment and the reconciliation to earnings before income taxes | ' | ' |
Operating income | $27,281 | $52,553 |
Interest income | 61 | 121 |
Interest expense | -1,135 | -344 |
Earnings before income taxes | 26,207 | 52,330 |
Unallocated | ' | ' |
Operating income by reportable segment and the reconciliation to earnings before income taxes | ' | ' |
Interest income | 61 | 121 |
Interest expense | -1,135 | -344 |
Retail Segment | ' | ' |
Operating income by reportable segment and the reconciliation to earnings before income taxes | ' | ' |
Operating income | 26,525 | 51,470 |
Corporate apparel segment | ' | ' |
Operating income by reportable segment and the reconciliation to earnings before income taxes | ' | ' |
Operating income | $756 | $1,083 |
Subsequent_Events_Details
Subsequent Events (Details) (Jos. A. Bank, USD $) | 0 Months Ended |
Mar. 11, 2014 | |
Pending transaction | ' |
Subsequent Events | ' |
Share price (in dollars per share) | $65 |
Total consideration | $1,800,000,000 |
Pending transaction | Commitment Letter | Term loan | ' |
Subsequent Events | ' |
Aggregate principal amount | 1,100,000,000 |
Pending transaction | Commitment Letter | Asset-based revolving facility | ' |
Subsequent Events | ' |
Aggregate principal amount | 500,000,000 |
Pending transaction | Commitment Letter | Senior unsecured notes | ' |
Subsequent Events | ' |
Aggregate principal amount | 600,000,000 |
Forecast, if senior unsecured notes are not issued and sold by the acquisition date | Commitment Letter | Senior unsecured bridge loans | ' |
Subsequent Events | ' |
Aggregate principal amount | $600,000,000 |