Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2017 | Mar. 17, 2017 | Jul. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | Tailored Brands Inc | ||
Entity Central Index Key | 884,217 | ||
Document Type | 10-K | ||
Document Period End Date | Jan. 28, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --01-28 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 707.2 | ||
Entity Common Stock, Shares Outstanding | 48,783,700 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 70,889 | $ 29,980 |
Accounts receivable, net | 65,714 | 63,890 |
Inventories | 955,512 | 1,022,504 |
Other current assets | 73,602 | 143,546 |
Total current assets | 1,165,717 | 1,259,920 |
PROPERTY AND EQUIPMENT, AT COST: | ||
Land | 20,689 | 20,710 |
Buildings | 148,623 | 130,719 |
Leasehold improvements | 590,897 | 590,562 |
Furniture, fixtures and equipment | 621,045 | 603,047 |
Property and Equipment, gross | 1,381,254 | 1,345,038 |
Less accumulated depreciation and amortization | (897,089) | (823,214) |
PROPERTY AND EQUIPMENT, net | 484,165 | 521,824 |
RENTAL PRODUCT, net | 152,610 | 157,460 |
GOODWILL | 117,026 | 118,586 |
INTANGIBLE ASSETS, net | 171,659 | 178,510 |
OTHER ASSETS | 6,695 | 8,019 |
TOTAL ASSETS | 2,097,872 | 2,244,319 |
CURRENT LIABILITIES: | ||
Accounts payable | 177,380 | 237,114 |
Accrued expenses and other current liabilities | 267,899 | 256,762 |
Income taxes payable | 1,262 | |
Current portion of long-term debt | 13,379 | 42,451 |
Total current liabilities | 459,920 | 536,327 |
LONG-TERM DEBT, net | 1,582,150 | 1,613,473 |
DEFERRED TAXES, net AND OTHER LIABILITIES | 163,420 | 194,605 |
Total liabilities | 2,205,490 | 2,344,405 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' DEFICIT: | ||
Preferred stock, $0.01 par value, 2,000,000 shares authorized, no shares issued | ||
Common stock, $0.01 par value, 100,000,000 shares authorized, 48,783,700 and 48,567,245 shares issued | 487 | 485 |
Capital in excess of par | 470,801 | 455,765 |
Accumulated deficit | (538,823) | (524,876) |
Accumulated other comprehensive loss | (40,083) | (28,486) |
Treasury stock, 120,291 shares at cost | (2,974) | |
Total equity | (107,618) | (100,086) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 2,097,872 | $ 2,244,319 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 28, 2017 | Jan. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 48,783,700 | 48,567,245 |
Treasury stock, shares | 120,291 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Net sales: | |||
Total net sales | $ 3,378,703 | $ 3,496,271 | $ 3,252,548 |
Cost of sales: | |||
Total cost of sales | 1,937,235 | 2,011,848 | 1,893,934 |
Gross margin: | |||
Total gross margin | 1,441,468 | 1,484,423 | 1,358,614 |
Advertising expense | 189,956 | 204,985 | 168,266 |
Selling, general and administrative expenses | 1,099,328 | 1,085,900 | 1,116,836 |
Goodwill and intangible asset impairment charges | 1,243,354 | ||
Asset impairment charges | 19,358 | 27,480 | 302 |
Operating income (loss) | 132,826 | (1,077,296) | 73,210 |
Interest income | 167 | 187 | 356 |
Interest expense | (103,149) | (105,977) | (66,032) |
Gain (loss) on extinguishment of debt, net | 1,737 | (12,675) | (2,158) |
Earnings (loss) before income taxes | 31,581 | (1,195,761) | 5,376 |
Provision (benefit) for income taxes | 6,625 | (169,042) | 5,471 |
Net earnings (loss) including non-controlling interest | 24,956 | (1,026,719) | (95) |
Net earnings attributable to non-controlling interest | (292) | ||
Net earnings (loss) | $ 24,956 | $ (1,026,719) | $ (387) |
Net earnings (loss) per common share allocated to common shareholders: | |||
Basic (in dollars per share) | $ 0.51 | $ (21.26) | $ (0.01) |
Diluted (in dollars per share) | $ 0.51 | $ (21.26) | $ (0.01) |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 48,607 | 48,288 | 47,899 |
Diluted (in shares) | 48,786 | 48,288 | 47,899 |
Retail Segment | |||
Net sales: | |||
Retail clothing product | $ 2,445,922 | $ 2,599,934 | $ 2,365,463 |
Rental services | 457,444 | 443,290 | 442,866 |
Alteration and other services | 195,035 | 209,250 | 186,843 |
Total net sales | 3,098,401 | 3,252,474 | 2,995,172 |
Cost of sales: | |||
Retail clothing product | 1,093,639 | 1,160,323 | 1,098,550 |
Rental services | 82,764 | 76,726 | 84,978 |
Alteration and other services | 136,904 | 145,852 | 134,227 |
Occupancy costs | 431,298 | 455,486 | 395,521 |
Total cost of sales | 1,744,605 | 1,838,387 | 1,713,276 |
Gross margin: | |||
Retail clothing product | 1,352,283 | 1,439,611 | 1,266,913 |
Rental services | 374,680 | 366,564 | 357,888 |
Alteration and other services | 58,131 | 63,398 | 52,616 |
Occupancy costs | (431,298) | (455,486) | (395,521) |
Total gross margin | 1,353,796 | 1,414,087 | 1,281,896 |
Asset impairment charges | 16,500 | ||
Corporate Apparel Segment | |||
Net sales: | |||
Total net sales | 280,302 | 243,797 | 257,376 |
Cost of sales: | |||
Total cost of sales | 192,630 | 173,461 | 180,658 |
Gross margin: | |||
Total gross margin | $ 87,672 | $ 70,336 | $ 76,718 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Net earnings (loss) including non-controlling interest | $ 24,956 | $ (1,026,719) | $ (95) |
Currency translation adjustments | (13,546) | (22,427) | (31,942) |
Unrealized gain (loss) on cash flow hedges, net of tax | 1,925 | (342) | (1,266) |
Adjustment to minimum pension liability, net of tax | 24 | (46) | 226 |
Comprehensive income (loss) including non-controlling interest | 13,359 | (1,049,534) | (33,077) |
Comprehensive income attributable to non-controlling interest: | |||
Net earnings | (292) | ||
Amounts attributable to non-controlling interest | (292) | ||
Comprehensive income (loss) attributable to common shareholders | $ 13,359 | $ (1,049,534) | $ (33,369) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total (Deficit) Equity Attributable to Common Shareholders | Common Stock | Capital in Excess of Par | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock, at Cost | Non-controlling Interest | Total |
Balance at the beginning of the year at Feb. 01, 2014 | $ 1,009,135 | $ 476 | $ 412,043 | $ 572,712 | $ 27,311 | $ (3,407) | $ 14,014 | $ 1,023,149 |
Increase (Decrease) in Shareholders' Equity | ||||||||
Net (loss) earnings | (387) | (387) | 292 | (95) | ||||
Other comprehensive loss | (32,982) | (32,982) | (32,982) | |||||
Purchase of non-controlling interest | 7,249 | 7,249 | $ (14,306) | (7,057) | ||||
Cash dividends - $0.72 per share | (34,809) | (34,809) | (34,809) | |||||
Share-based compensation | 16,513 | 16,513 | 16,513 | |||||
Common stock issued under share-based award plans and to stock discount plan - 569,522, 307,142 and 336,746 shares for 2014, 2015 and 2016, respectively | 8,082 | 6 | 8,076 | 8,082 | ||||
Tax payments related to vested deferred stock units | (6,940) | (6,940) | (6,940) | |||||
Tax (deficiency) benefit related to share-based plans | 3,736 | 3,736 | 3,736 | |||||
Treasury stock reissued - 8,805 and 8,804 shares for 2014 and 2015 respectively | 443 | 230 | 213 | 443 | ||||
Repurchases of common stock - 5,349 and 5,799 shares for 2014 and 2015, respectively | (251) | (251) | (251) | |||||
Retirement of treasury stock - 100 and 120,129 shares for 2014 and 2016 respectively | (2) | 2 | ||||||
Balance at the end of the year at Jan. 31, 2015 | 969,789 | 482 | 440,907 | 537,263 | (5,671) | (3,192) | 969,789 | |
Increase (Decrease) in Shareholders' Equity | ||||||||
Net (loss) earnings | (1,026,719) | (1,026,719) | (1,026,719) | |||||
Other comprehensive loss | (22,815) | (22,815) | (22,815) | |||||
Cash dividends - $0.72 per share | (35,143) | (35,143) | (35,143) | |||||
Share-based compensation | 14,839 | 14,839 | 14,839 | |||||
Common stock issued under share-based award plans and to stock discount plan - 569,522, 307,142 and 336,746 shares for 2014, 2015 and 2016, respectively | 2,974 | 3 | 2,971 | 2,974 | ||||
Tax payments related to vested deferred stock units | (4,538) | (4,538) | (4,538) | |||||
Tax (deficiency) benefit related to share-based plans | 1,456 | 1,456 | 1,456 | |||||
Treasury stock reissued - 8,805 and 8,804 shares for 2014 and 2015 respectively | 348 | 130 | 218 | 348 | ||||
Repurchases of common stock - 5,349 and 5,799 shares for 2014 and 2015, respectively | (277) | (277) | (277) | |||||
Balance at the end of the year at Jan. 30, 2016 | (100,086) | 485 | 455,765 | (524,876) | (28,486) | (2,974) | (100,086) | |
Increase (Decrease) in Shareholders' Equity | ||||||||
Net (loss) earnings | 24,956 | 24,956 | 24,956 | |||||
Other comprehensive loss | (11,597) | (11,597) | (11,597) | |||||
Cash dividends - $0.72 per share | (35,930) | (35,930) | (35,930) | |||||
Share-based compensation | 17,436 | 17,436 | 17,436 | |||||
Common stock issued under share-based award plans and to stock discount plan - 569,522, 307,142 and 336,746 shares for 2014, 2015 and 2016, respectively | 2,189 | 3 | 2,186 | 2,189 | ||||
Tax payments related to vested deferred stock units | (1,362) | (1,362) | (1,362) | |||||
Tax (deficiency) benefit related to share-based plans | (3,224) | (3,224) | (3,224) | |||||
Retirement of treasury stock - 100 and 120,129 shares for 2014 and 2016 respectively | (1) | (2,973) | $ 2,974 | |||||
Balance at the end of the year at Jan. 28, 2017 | $ (107,618) | $ 487 | $ 470,801 | $ (538,823) | $ (40,083) | $ (107,618) |
CONSOLIDATED STATEMENTS OF SHA7
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' (DEFICIT) EQUITY | |||
Cash dividends (in dollars per share) | $ 0.72 | $ 0.72 | $ 0.72 |
Common stock issued under share-based award plans and to stock discount plan (in shares) | 336,746 | 307,142 | 569,522 |
Treasury stock reissued (in shares) | 120,291 | 8,804 | 8,805 |
Repurchases of common stock (in shares) | 5,799 | 5,349 | |
Retirement of treasury stock (in shares) | 120,291 | 100 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings (loss) including non-controlling interest | $ 24,956 | $ (1,026,719) | $ (95) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities | |||
Depreciation and amortization | 115,205 | 132,329 | 112,659 |
Rental product amortization | 42,171 | 34,592 | 34,424 |
Goodwill and intangible asset impairment charges | 1,243,354 | ||
(Gain) loss on extinguishment of debt, net | (1,737) | 12,675 | 2,158 |
Amortization of deferred financing costs and discount on long-term debt | 7,503 | 7,915 | 5,885 |
Loss on disposition of assets | 6,396 | 3,548 | 12,328 |
Asset impairment charges | 19,358 | 27,480 | 302 |
Share-based compensation | 17,436 | 14,839 | 16,513 |
Excess tax benefits from share-based plans | (11) | (1,584) | (3,766) |
Deferred tax benefit | (23,988) | (184,841) | (13,107) |
Deferred rent expense and other | (1,725) | 4,066 | 4,233 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,593) | 8,165 | (6,151) |
Inventories | 61,707 | (94,889) | (26,586) |
Rental product | (41,779) | (65,866) | (37,185) |
Other assets | 71,338 | (8,815) | (19,250) |
Accounts payable, accrued expenses and other current liabilities | (44,630) | 22,953 | 3,831 |
Income taxes payable | 849 | 289 | 6,135 |
Other liabilities | (4,828) | 2,206 | 2,436 |
Net cash provided by operating activities | 242,628 | 131,697 | 94,764 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (99,694) | (115,498) | (96,420) |
Acquisition of business, net of cash | (1,491,393) | ||
Proceeds from sales of property and equipment | 617 | 2,617 | 160 |
Net cash used in (provided by) investing activities | (99,077) | (112,881) | (1,587,653) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from new term loan | 1,089,000 | ||
Payments on term loan | (42,451) | (8,000) | (2,750) |
Proceeds from asset-based revolving credit facility | 609,537 | 180,500 | 348,000 |
Payments on asset-based revolving credit facility | (609,537) | (180,500) | (348,000) |
Proceeds from issuance of senior notes | 600,000 | ||
Repurchase and retirement of senior notes | (21,924) | ||
Deferred financing costs | (3,566) | (51,080) | |
Payments on previous term loan | (97,500) | ||
Cash dividends paid | (35,240) | (34,980) | (34,785) |
Purchase of non-controlling interest | (6,651) | ||
Proceeds from issuance of common stock | 2,189 | 2,974 | 8,082 |
Tax payments related to vested deferred stock units | (1,362) | (4,538) | (6,940) |
Excess tax benefits from share-based plans | 11 | 1,584 | 3,766 |
Repurchases of common stock | (277) | (251) | |
Net cash (used in) provided by financing activities | (98,777) | (46,803) | 1,500,891 |
Effect of exchange rate changes | (3,865) | (4,294) | (4,993) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 40,909 | (32,281) | 3,009 |
Balance at beginning of period | 29,980 | 62,261 | 59,252 |
Balance at end of period | 70,889 | 29,980 | 62,261 |
Cash paid (refunded) for: | |||
Interest | 96,408 | 96,994 | 44,765 |
Income taxes, net | (39,682) | 21,857 | 33,815 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | |||
Increase in capital in excess of par due to purchase of non-controlling interest | 7,249 | ||
Cash dividends declared | 9,842 | 9,150 | 8,987 |
Unpaid capital expenditure purchases | |||
Unpaid capital expenditure purchases | $ 12,200 | $ 12,800 | $ 15,000 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Jan. 28, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Business— Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation (“Tailored Brands”), became the successor reporting company to The Men’s Wearhouse, Inc. (“Men’s Wearhouse”), pursuant to a holding company reorganization (the “Reorganization”). Upon completion of the Reorganization, each issued and outstanding share of common stock of Men’s Wearhouse was automatically converted into one share of common stock of Tailored Brands, having the same designations, preferences, limitations, and relative rights and corresponding obligations as the shares of common stock of Men’s Wearhouse. In addition, as part of the Reorganization, Men’s Wearhouse’s treasury shares were canceled. The consolidated assets and liabilities of Tailored Brands and its subsidiaries immediately after the Reorganization were the same as the consolidated assets and liabilities of Men's Wearhouse immediately prior to the Reorganization. Tailored Brands and its subsidiaries (the “Company”, “we”, “us”, and “our”) is a specialty apparel retailer offering suits, suit separates, sport coats, slacks, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo and suit rental product (collectively “rental product”). We offer our products and services through multiple channels including The Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank Clothiers (“Jos. A. Bank”), Moores Clothing for Men (“Moores”), Joseph Abboud, K&G and the internet at www.menswearhouse.com, www.josbank.com and www.josephabboud.com. Our stores are located throughout the United States (“U.S.”), Puerto Rico and Canada and carry a wide selection of exclusive and non-exclusive merchandise brands. In addition, we offer our customers alteration services and most of our K&G stores also offer women’s career and casual apparel, sportswear and accessories, including shoes, and children’s apparel . Also, we conduct retail dry cleaning, laundry and heirlooming operations through MW Cleaners in Texas. On June 18, 2014, we acquired Jos. A. Bank, a men’s specialty apparel retailer, for approximately $1.8 billion. Based on the manner in which we manage, evaluate and internally report our operations, we determined that Jos. A. Bank is an operating segment that meets the criteria for aggregation into our retail reportable segment. See Note 2 for further information. In June 2015, we entered into an agreement with Macy’s, Inc. to operate men’s tuxedo rental shops inside 300 Macy’s department stores. In addition, we agreed to collaborate with Macy’s to develop an online tuxedo rental shop. As of January 28, 2017, we operated 170 tuxedo shops within Macy’s stores under the name “The Tuxedo Shop Macy’s.” We are actively engaged in discussions with Macy’s to restructure our agreement. In the meantime, we have agreed with Macy’s to put the opening of the additional 130 contracted stores on hold while we explore a potentially new model. Throughout this Annual Report on Form 10‑K, the term “shops within Macy’s stores” is used to describe our business operations with Macy’s. Additionally, we operate an international corporate apparel business. Our UK-based business is the largest provider of corporate apparel in the United Kingdom (“UK”) under the Dimensions, Alexandra and Yaffy brands. In the U.S., our corporate apparel business operates under the Twin Hill brand name. Our corporate apparel business provides corporate apparel uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the internet at www.dimensions.co.uk, www.alexandra.co.uk, and www.twinhill.com.. We follow the standard fiscal year of the retail industry, which is a 52-week or 53-week period ending on the Saturday closest to January 31. The periods presented in these financial statements are the fiscal years ended January 28, 2017 (“fiscal 2016”), January 30, 2016 (“fiscal 2015”), and January 31, 2015 (“fiscal 2014”). Each of these periods had 52 weeks. Principles of Consolidation — The consolidated financial statements include the accounts of Tailored Brands, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. Reclassifications —Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents — Cash and cash equivalents includes all cash in banks, cash on hand and all highly liquid investments with an original maturity of three months or less. Accounts Receivable —Accounts receivable consists of our receivables from third‑party credit card providers and other trade receivables, which consist primarily of receivables from our corporate apparel segment customers. Collectability is reviewed regularly and recorded net of an allowance for uncollectible accounts, which is adjusted as necessary. Inventories —Inventories are valued at the lower of cost and net realizable value. Cost is determined based on the average cost method. Our inventory cost also includes estimated procurement and distribution costs (warehousing, freight, hangers and merchandising costs) associated with the inventory, with the balance of such costs included in cost of sales. Procurement and distribution costs are generally allocated to inventory based on the ratio of annual product purchases to inventory cost. We make assumptions, based primarily on historical experience, as to items in our inventory that may be damaged, obsolete or salable only at marked down prices to reflect the market value of these items. Property and Equipment —Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the related allowances for depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings. Buildings are depreciated using the straight‑line method over their estimated useful lives of 10 to 25 years. Depreciation of leasehold improvements is computed on the straight‑line method over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured, or the useful life of the assets, whichever is shorter. Furniture, fixtures and equipment are depreciated using primarily the straight‑line method over their estimated useful lives of two to 25 years. Depreciation expense was $110.4 million, $117.9 million and $102.8 million for fiscal 2016, 2015 and 2014, respectively. Rental Product —Rental product is amortized to cost of sales based on the cost of each unit rented. The cost of each unit rented is estimated based on the number of times the unit is expected to be rented and the average cost of the rental product. Lost, damaged and retired rental product is also charged to cost of sales. Rental product is amortized to expense generally over a four year period. We make assumptions, based primarily on historical experience, as to the number of times each unit can be rented. Amortization expense was $42.2 million, $34.6 million and $34.4 million for fiscal 2016, 2015 and 2014, respectively. Impairment of Long‑Lived Assets —Long‑lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset. Asset impairment charges totaled $19.4 million, $27.5 million and $0.3 million for fiscal 2016, 2015 and 2014, respectively. Of the $19.4 million recorded in fiscal 2016, $16.5 million relates to our retail segment, of which $14.0 million related to fixed assets in our tuxedo shops within Macy’s and $2.5 million related primarily to stores closed as part of our store rationalization program and $2.9 million relates to a long-lived asset reclassified as held for sale in our shared services segment. Of the $27.5 million recorded in fiscal 2015, $23.1 million related to stores closed in fiscal 2016 as a result of our store rationalization program (see Note 4 for additional information). As a result, we adjusted the depreciable lives of the assets to reflect their shortened useful life. The remaining $4.3 million of asset impairment charges recorded in fiscal 2015 related to underperforming stores, primarily at our Jos. A. Bank brand. See Note 3 for additional discussion of impairment charges recorded in fiscal 2015 related to certain finite-lived intangible assets for Jos. A. Bank. Goodwill and Other Indefinite-Lived Intangible Assets —Goodwill and other indefinite-lived intangible assets are initially recorded at their fair values. Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated annually for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. During fiscal 2015, we changed the date of our annual impairment assessment from the last day of our fiscal year to the last day of the second month of our fiscal fourth quarter. The change in date had no impact on our annual impairment test as both the new and old testing dates are within the same fiscal quarter. We changed the assessment date to allow for more time to complete the process before our fiscal year end. For purposes of our goodwill impairment evaluation, the reporting units are our operating segments identified in Note 17. Goodwill has been assigned to the reporting units based on prior business combinations related to the segments. Our goodwill assessment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a two-step quantitative impairment test, if necessary. In performing the qualitative assessment, we consider many factors in evaluating whether the carrying value of the asset may not be recoverable, including macroeconomic conditions, retail industry considerations, recent financial performance and declines in stock price and market capitalization. Step one of the goodwill quantitative analysis is intended to determine if potential impairment exists and is performed by comparing each reporting unit’s estimated fair value to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its estimated fair value, goodwill is considered potentially impaired, and we must complete the second step of the testing to determine the amount of any impairment. The second step requires an allocation of the reporting unit’s first step estimated fair value to the individual assets and liabilities of the reporting unit in the same manner as if the reporting unit was being acquired in a business combination. Any excess of the estimated fair value over the amounts allocated to the individual assets and liabilities represents the implied fair value of goodwill for the reporting unit. If the implied fair value of goodwill is less than the recorded goodwill, we would recognize an impairment charge for the difference. As of January 28, 2017, our annual impairment evaluation of goodwill did not result in an impairment charge. Indefinite-lived intangible assets are not subject to amortization but are reviewed at least annually for impairment. The indefinite-lived intangible asset impairment evaluation is performed by comparing the fair value of the indefinite-lived intangible assets to their carrying values. Similar to the goodwill approach described above, our annual impairment assessment for indefinite-lived intangible assets contemplates the use of either a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a quantitative impairment test, if necessary. We estimate the fair values of these intangible assets based on an income approach using the relief-from-royalty method. This approach is dependent upon a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. If the carrying value exceeds its estimated fair value, an impairment loss is recognized in the amount by which the carrying amount exceeds the estimated fair value of the asset. As of January 28, 2017, our annual impairment evaluation of indefinite-lived intangible assets did not result in an impairment charge. See Note 3 for additional discussion of our goodwill and indefinite-lived intangible assets including the results of our fiscal 2015 assessment and related impairment charges. Derivative Financial Instruments —Derivative financial instruments are recorded in the consolidated balance sheet at fair value as other current assets, accrued expenses and other current liabilities or other liabilities. For derivative instruments for which hedge accounting was not designated, the gain or loss is recorded in cost of sales in the consolidated statements of earnings (loss). For derivative instruments that qualify for hedge accounting treatment, the effective portion of the derivative is recorded as a component of other comprehensive income (loss) and reclassified to earnings in the period when the hedged item affects earnings. See Note 16 for further information regarding our derivative instruments. Self‑Insurance — We self‑insure significant portions of our workers’ compensation and employee medical costs. We estimate our liability for future payments under these programs based on historical experience and various assumptions as to participating employees, health care costs, number of claims and other factors, including industry trends and information provided to us by our insurance broker. We also use actuarial estimates. If the number of claims or the costs associated with those claims were to increase significantly over our estimates, additional charges to earnings could be necessary to cover required payments. Sabbatical Leave — We recognize compensation expense associated with a sabbatical leave or other similar benefit arrangement over the requisite service period during which an employee earns the benefit. In fiscal 2016, employees can no longer earn a sabbatical leave and, as a result, we are no longer accruing benefits for sabbatical leave. The accrued liability for sabbatical leave, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $6.1 million and $11.8 million as of fiscal 2016 and 2015, respectively. Income Taxes —Income taxes are accounted for using the asset and liability method. Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting bases and subsequently adjusted to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. The deferred tax assets are reduced, if necessary, by a valuation allowance if the future realization of those tax benefits is not more likely than not. The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and/or penalties related to uncertain tax positions are recognized in income tax expense. See Note 7 for further information regarding income taxes. Revenue Recognition —Clothing product revenue is recognized at the time of sale and delivery of merchandise, net of actual sales returns and a provision for estimated sales returns. For e-commerce sales, revenue is recognized at the time we estimate the customer receives the product, which incorporates shipping terms and estimated delivery times. Revenues from rental, alteration and other services are recognized upon completion of the services. Amounts related to shipping and handling revenues billed to customers are recorded in net sales, and the related shipping and handling costs are recorded in cost of sales. We present all non‑income government‑assessed taxes (sales, use and value added taxes) collected from our customers and remitted to governmental agencies on a net basis (excluded from net sales) in our consolidated financial statements. The government‑assessed taxes are recorded in accrued expenses and other current liabilities until they are remitted to the government agency. Gift Cards and Gift Card Breakage — Proceeds from the sale of gift cards are recorded as a liability and are recognized as net sales from products and services when the cards are redeemed. Our gift cards do not have expiration dates. We recognize income from breakage of gift cards when the likelihood of redemption of the gift card is remote. We determine our gift card breakage rate based upon historical redemption patterns. Breakage income is recognized for those cards for which the likelihood of redemption is deemed to be remote and for which there is no legal obligation for us to remit the value of such unredeemed gift cards to any relevant jurisdictions. Gift card breakage estimates are reviewed on a quarterly basis. Gift card breakage income is recorded as other operating income and is classified as a reduction of selling, general and administrative expenses (“SG&A”) expenses in our consolidated statement of earnings (loss). Pre-tax breakage income of $2.9 million, $2.7 million and $2.3 million was recognized during fiscal 2016, 2015 and 2014, respectively. Loyalty Program —We maintain a customer loyalty program for our Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank and Moores brands in which customers receive points for purchases. Points are equivalent to dollars spent on a one‑to‑one basis, excluding any sales tax dollars. Upon reaching 500 points, customers are issued a $50 rewards certificate which they may redeem for purchases at our stores or online. Generally, reward certificates earned must be redeemed no later than six months from the date of issuance. We accrue the estimated costs of the anticipated certificate redemptions when the certificates are issued and charge such costs to cost of sales. Redeemed certificates are recorded as markdowns when redeemed and no revenue is recognized for the redeemed certificate amounts. The estimate of costs associated with the loyalty program requires us to make assumptions related to the cost of product or services to be provided to customers when the certificates are redeemed as well as redemption rates. The accrued liability for loyalty program reward certificates, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $9.8 million and $9.2 million as of fiscal 2016 and 2015, respectively. Operating Leases —Operating leases relate primarily to stores and generally contain rent escalation clauses, rent holidays, contingent rent provisions and occasionally leasehold incentives. Rent expense for operating leases is recognized on a straight‑line basis over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured. Rent expense for stores is included in cost of sales as a part of occupancy cost and other rent is included in SG&A expenses. The lease terms commence when we take possession with the right to control use of the leased premises, which normally includes a construction period and, for stores, is approximately 60 days prior to the date rent payments begin. Deferred rent that results from recognition of rent expense on a straight‑line basis is included in other liabilities. Landlord incentives received for reimbursement of leasehold improvements are recorded as deferred rent and amortized as a reduction to rent expense over the term of the lease. Contingent rentals are generally based on percentages of sales and are recognized as store rent expense as they accrue. Advertising —Advertising costs are expensed as incurred or, in the case of media production costs, when the advertisement first appears. New Store Costs —Promotion and other costs associated with the opening of new stores are expensed as incurred. Store Closures and Relocations —Costs associated with store closures or relocations are charged to expense when the liability is incurred. When we close or relocate a store, we record a liability for the present value of estimated unrecoverable cost, which is substantially made up of the remaining net lease obligation. Share‑Based Compensation —In recognizing share‑based compensation, we follow the provisions of the authoritative guidance regarding share‑based awards. This guidance establishes fair value as the measurement objective in accounting for stock awards and requires the application of a fair value based measurement method in accounting for compensation cost, which is recognized over the requisite service period. We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of deferred stock units or performance units and restricted stock is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest and the level and likelihood of the performance condition to be met. For grants with a service condition only that are subject to graded vesting, we recognize expense on a straight-line basis over the requisite service period for the entire award. Share‑based compensation expense recognized for fiscal 2016, 2015 and 2014 was $17.4 million, $14.8 million and $16.5 million, respectively. Total income tax benefit recognized in net earnings (loss) for share‑based compensation arrangements was $6.8 million, $5.8 million and $6.4 million for fiscal 2016, 2015 and 2014, respectively. See Note 13 for additional disclosures regarding share‑based compensation. Foreign Currency Translation —Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at each balance sheet date. Equity is translated at applicable historical exchange rates. Income, expense and cash flow items are translated at average exchange rates during the year. Resulting translation adjustments are reported as a separate component of comprehensive income (loss). Comprehensive Income (Loss) —Comprehensive income (loss) includes all changes in equity during the periods presented that result from transactions and other economic events other than transactions with shareholders. We present comprehensive income (loss) in a separate statement in the accompanying consolidated financial statements. Non‑controlling Interest —Historically, non-controlling interest in our financial statements represented the proportionate share of equity attributable to the minority shareholders of our consolidated UK subsidiaries and was adjusted each period to reflect the allocation of comprehensive income to or the absorption of comprehensive losses by the non-controlling interest. In fiscal 2014, we purchased the remaining 14% interest in our UK operations. See Note 12 for additional information. Earnings (loss) per share — We calculate earnings (loss) per common share allocated to common shareholders using the two-class method in accordance with the guidance for determining whether instruments granted in share-based payment transactions are participating securities, which provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per common share allocated to common shareholders pursuant to the two-class method. See Note 5 for disclosures regarding earnings (loss) per common share allocated to common shareholders. Treasury stock — Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to capital in excess of par value using the average-cost method. Upon retirement of treasury stock, the amounts in excess of par value are charged entirely to (accumulated deficit) retained earnings. See Note 12 for disclosures regarding our stock repurchases and retirement of treasury stock. Recent Accounting Pronouncements — We have considered all new accounting pronouncements and have concluded that the following new pronouncements may have a material impact on our results of operations, financial condition, or cash flows. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation . ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years with early adoption permitted. We will adopt ASU 2016-09 beginning in the first quarter of fiscal 2017 and we do not expect it will have a material impact on our financial position, results of operations or cash flows. However, under certain circumstances, this guidance could have an impact on our effective tax rate as changes between tax and book treatment of equity compensation will be recognized in the provision for income taxes beginning in fiscal 2017. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between current U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The guidance is required to be adopted using the modified retrospective approach. We currently expect ASU 2016-02 will not have a material impact on our results of operations or cash flows. However, we are currently evaluating the impact ASU 2016-02 will have on our financial position and expect that it will result in a significant increase in our long-term assets and liabilities as we have a significant number of leases. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , to clarify the principles used to recognize revenue for all entities. In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09 by one year. As a result of this deferral, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual reporting periods beginning after December 15, 2016. The guidance allows for either a full retrospective or a modified retrospective transition method. We currently expect ASU 2014-09 will not have a material impact on our financial position, results of operations or cash flows. However, we are still evaluating ASU 2014-09 including the determination of the transition approach we will utilize. |
ACQUISITION
ACQUISITION | 12 Months Ended |
Jan. 28, 2017 | |
ACQUISITION | |
ACQUISITION | 2. ACQUISITION On June 18, 2014, we acquired 100% of the outstanding common stock of Jos. A. Bank, a men’s specialty apparel retailer, for approximately $1.8 billion. The acquisition was funded primarily by a $1.1 billion term loan facility, the issuance of $600.0 million in senior unsecured notes and borrowings under an asset-based credit facility (see Note 6). We incurred integration and other costs related to Jos. A. Bank totaling $8.8 million, $18.7 million and $40.4 million for fiscal years 2016, 2015 and 2014, respectively. Integration and other costs for fiscal 2016 include $2.1 million recorded in cost of sales with the remainder recorded in SG&A. Integration and other costs for fiscal 2015 include $0.9 million recorded in cost of sales with the remainder recorded in SG&A. Integration and other costs for fiscal 2014 include $10.6 million recorded in cost of sales with the remainder recorded in SG&A. For fiscal 2016 and 2015, we did not incur any acquisition-related costs. For fiscal 2014, we incurred acquisition-related costs for Jos. A. Bank totaling $54.6 million. In addition, we recorded losses on extinguishment of debt totaling $12.7 million and $2.2 million for 2015 and 2014, respectively, which is included as a separate line in the consolidated statements of earnings (loss). Lastly, we incurred deferred financing costs of $51.1 million, which is amortized over the contractual term of each financing arrangement, as discussed in Note 6. The following table summarizes the final allocation of fair values of the identifiable assets acquired and liabilities assumed in the Jos. A. Bank acquisition (amounts in millions): Cash $ Accounts receivable Inventories Other current assets Property and equipment Goodwill Intangible assets Accounts payable, accrued expenses and other current liabilities Other liabilities (mainly deferred income taxes) Total purchase price Less: Cash acquired Total purchase price, net of cash acquired $ Within the measurement period which closed during the second quarter of 2015, we made purchase accounting adjustments primarily related to deferred income taxes. None of these measurement period adjustments had a material impact on the purchase price allocation. Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized was attributable to growth opportunities and expected synergies. All of the goodwill was assigned to our retail reporting segment and is non-deductible for tax purposes. Intangible assets consist of four separately identified assets. First, we identified the Jos. A. Bank tradename as an indefinite-lived intangible asset with a fair value of $539.1 million. The Jos. A. Bank tradename is not subject to amortization but is evaluated at least annually for impairment. Second, we identified a customer relationship intangible asset with a fair value of $54.0 million which was to be amortized on a straight line basis over a useful life of seven years. Third, we recognized an intangible asset of $24.4 million for favorable Jos. A. Bank leases (as compared to prevailing market rates) which was to be amortized over the remaining lease terms, including assumed renewals, resulting in a weighted-average amortization period of 11.5 years. Lastly, we recognized an intangible asset related to the Jos. A. Bank franchise store agreements of $4.7 million which we expect to amortize over 25 years. See Notes 3 and 4 for information concerning impairment of Jos. A. Bank’s goodwill and intangible assets incurred in fiscal 2015. The results of operations of Jos. A. Bank are included in our results of operations from the acquisition date. From June 18, 2014 through January 31, 2015, Jos. A. Bank generated net sales of $684.0 million and net earnings of $3.5 million, including $14.6 million of pre-tax integration costs, primarily contract termination and severance related, and $38.9 million of pre-tax purchase accounting adjustments, primarily consisting of the step up of inventory recognized as additional cost of sales and amortization of intangible assets. The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Jos. A. Bank had occurred on February 3, 2013 (in thousands, except per share data): Fiscal Year 2014 Total net sales $ Net earnings attributable to common shareholders $ Net earnings per common share attributable to common shareholders: Basic $ Diluted $ The pro forma financial information presented above has been prepared by combining our historical results and the historical results of Jos. A. Bank and further reflects the effect of purchase accounting adjustments and the elimination of transaction costs, among other items. This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Jos. A. Bank acquisition occurred on the date indicated above or that may result in the future and does not reflect potential synergies. Material non-recurring adjustments included in the pro forma financial information above includes $34.5 million of integration costs. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Jan. 28, 2017 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | 3. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended January 28, 2017 and January 30, 2016 are as follows (in thousands): Corporate Retail Apparel Total Balance at January 31, 2015 $ $ $ Adjustments to purchase price allocation of acquired businesses — Goodwill impairment charge — Translation adjustment Balance at January 30, 2016 $ $ $ Translation adjustment Balance at January 28, 2017 $ $ $ As of both January 28, 2017 and January 30, 2016, accumulated goodwill impairment totaled $778.5 million, all within our retail segment. Intangible Assets The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): January 28, January 30, 2017 2016 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ $ Favorable leases Customer relationships Total carrying amount Accumulated amortization: Trademarks, tradenames and franchise agreements Favorable leases Customer relationships Total accumulated amortization Total amortizable intangible assets, net Indefinite-lived intangible assets: Trademarks and tradename Total intangible assets, net $ $ The pre-tax amortization expense associated with intangible assets subject to amortization totaled approximately $4.8 million, $14.4 million and $9.9 million for fiscal 2016, 2015 and 2014, respectively. Pre-tax amortization expense associated with intangible assets subject to amortization at January 28, 2017 is estimated to be approximately $4.2 million for fiscal year 2017, $3.9 million for fiscal year 2018, $3.7 million for fiscal year 2019, $3.6 million for fiscal year 2020 and $3.5 million for fiscal year 2021. Fiscal 2015 Goodwill and Indefinite-Lived Intangible Asset Impairment Assessment During the second and third quarters of 2015, the effectiveness of the existing Jos. A. Bank promotional model began to deteriorate quicker than we anticipated. As a result, we made the decision to accelerate the transition away from the historical promotional cadence by removing, at the end of the third quarter of 2015, the most excessive offers (the Buy-One-Get-Three or more Free events), and began seeking sustainable volume and margin growth. While we expected some top-line volatility as we changed the promotional model, we did not anticipate that the impact on sales from the traffic decline would occur to the degree it did. During the fourth quarter of 2015, the performance of the Jos. A. Bank brand was far below our expectations. As a result, the projections used in the fiscal 2015 annual quantitative goodwill impairment assessment were significantly lower than the projections used in the fiscal 2014 assessment. In particular, the sales growth assumptions were lowered to reflect the sales trend at Jos. A. Bank and the impact of our store rationalization and profit improvement programs (see Note 4). Conversely, gross margin rates were increased compared to the fiscal 2014 assessment to reflect our expectation that the transition away from the historical promotional model will accelerate the realization of higher gross margins. In addition, our market capitalization decreased further during the fourth quarter of 2015. Our consideration of all of these factors resulted in a significant reduction in the estimated fair value of the Jos. A. Bank reporting unit with the estimated fair value decreasing significantly below its carrying value, which required us to proceed to the second step of the quantitative goodwill impairment test for Jos. A. Bank. In the second step of the quantitative goodwill impairment test, we compared the implied fair value of the Jos. A. Bank goodwill with its carrying amount. The estimated fair value of the Jos. A. Bank reporting unit was allocated to its individual assets and liabilities in the same manner as if Jos. A. Bank was being acquired in a business combination and the fair value was the purchase price paid to acquire Jos. A. Bank. As a result of this valuation, it was determined that the entire carrying amount of Jos. A. Bank’s goodwill was impaired, resulting in a non-cash pre-tax goodwill impairment charge of $769.0 million, which is included within “Goodwill and intangible asset impairment charges” in our statements of earnings (loss). In addition, in connection with the second step of the quantitative goodwill impairment test, because of the lower revenue assumptions discussed above, it was determined that the estimated fair value of the Jos. A. Bank tradename had decreased below its carrying value. The fair value of the Jos. A. Bank tradename was estimated using a relief from royalty method, which calculates the present value of savings resulting from the right to sell products without having to pay a royalty fee. Critical assumptions that are used in this method include future sales projections, an estimated royalty rate and a discount rate. Based on the estimated fair value of the Jos. A. Bank tradename, we recognized total impairment charges of $425.9 million related to the Jos. A. Bank tradename during 2015, which is included within “Goodwill and intangible asset impairment charges” in our statements of earnings (loss). After giving effect to these impairment charges, the carrying value of the Jos. A. Bank tradename was $113.2 million as of January 30, 2016. Other Intangible Asset Impairments in Fiscal 2015 In addition to our fiscal 2015 assessment of goodwill and indefinite-lived intangible assets, we determined that certain finite-lived intangible assets related to Jos. A. Bank were impaired. Specifically, it was determined that the Jos. A. Bank customer relationship was impaired. The fair value of the Jos. A. Bank customer relationship was estimated using a return on assets model. Critical assumptions that are used in this method include estimated revenues and cash flows attributable to the Jos. A. Bank existing customer base and the expected attrition of such customers over time. Based on the estimated fair value of the Jos. A. Bank customer relationship, it was determined that the entire carrying value of the Jos. A. Bank customer relationship was impaired, resulting in a non-cash pre-tax impairment charge of $41.5 million, which is included within “Goodwill and intangible asset impairment charges” in our statements of earnings (loss). Lastly, we determined that certain favorable lease intangible assets related to Jos. A. Bank were impaired. The fair value of the Jos. A. Bank favorable leases was evaluated in conjunction with our long-lived asset impairment process, whereby we group and evaluate assets at the lowest level of which there are identifiable cash flows, which is generally at a store level. As a result of this process, we recognized an impairment charge of $7.0 million, which is included within “Goodwill and intangible asset impairment charges” in our statements of earnings (loss). The following table summarizes the goodwill and other intangible asset impairment charges related to Jos. A. Bank recorded in fiscal 2015 (amounts in thousands): Goodwill impairment charge $ Tradename impairment charge Customer relationship impairment charge Favorable lease impairment charge Total goodwill and intangible asset impairment charges $ |
RESTRUCTURING AND OTHER CHARGES
RESTRUCTURING AND OTHER CHARGES | 12 Months Ended |
Jan. 28, 2017 | |
RESTRUCTURING AND OTHER CHARGES | |
RESTRUCTURING AND OTHER CHARGES | 4. RESTRUCTURING AND OTHER CHARGES During the fourth quarter of fiscal 2015, we began implementing initiatives intended to reduce costs and improve operating performance. These initiatives included a store rationalization program which identified approximately 250 stores to be closed as well as a profit improvement program to drive operating efficiencies and improve our expense structure. These programs were substantially completed in fiscal 2016 and resulted in the closure of 75 Jos. A. Bank full line stores, the closure of 56 factory and outlet stores at Jos. A. Bank and Men’s Wearhouse and the closure of 102 Men’s Wearhouse and Tux stores. A summary of the charges incurred in fiscal 2016 and fiscal 2015 is presented in the table below (amounts in thousands): Fiscal Year 2016 2015 Cumulative Lease termination costs $ $ — $ Store asset impairment charges and accelerated depreciation, net of deferred rent Consulting costs Inventory reserve charges — Severance and employee-related costs — Favorable lease impairment charges — Other costs Total pre-tax restructuring and other charges (1) $ $ $ (1) For fiscal 2016, consists of $71.9 million included in SG&A offset by a $3.8 million reduction in cost of sales. For fiscal 2015, consists of $23.1 million included in asset impairment charges, $11.0 million in cost of sales, $5.5 million of goodwill and intangible asset impairment charges and $1.8 million in SG&A. For fiscal 2016, fiscal 2015 and cumulatively since inception of the initiatives, of the total amounts recorded in the table above, $49.0 million, $39.9 million and $88.9 million, respectively, relate to our retail segment and the remainder are recorded in shared services. Cumulative pre-tax restructuring and other charges related to these completed programs was $109.6 million, of which approximately $68.1 million were cash expenses. The following table is a rollforward of amounts included in accrued expenses and other current liabilities in the consolidated balance sheet related to the pre-tax restructuring and other charges (amounts in thousands): Severance and Lease Employee- Termination Consulting Other Related Costs Costs Costs Costs Total Beginning Balance, January 30, 2016 $ — $ — $ $ $ Charges, excluding non-cash items Payments Ending Balance, January 28, 2017 $ $ $ $ $ |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Jan. 28, 2017 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | 5. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per common share allocated to common shareholders is determined using the two-class method and is computed by dividing net earnings (loss) allocated to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings (loss) per common share allocated to common shareholders reflects the more dilutive earnings per common share amount calculated using the treasury stock method or the two-class method. Basic and diluted earnings (loss) per common share allocated to common shareholders are computed using the actual net earnings (loss) allocated to common shareholders and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our consolidated statement of earnings (loss) and the accompanying notes. As a result, it may not be possible to recalculate earnings (loss) per common share allocated to common shareholders in our consolidated statement of earnings (loss) and the accompanying notes. The following table sets forth the computation of basic and diluted earnings (loss) per common share allocated to common shareholders (in thousands, except per share amounts). Fiscal Year 2016 2015 2014 Numerator Net earnings (loss) attributable to common shareholders $ $ $ Net earnings allocated to participating securities (restricted stock and deferred stock units) — — Net earnings (loss) allocated to common shareholders $ $ $ Denominator Basic weighted-average common shares outstanding Dilutive effect of share-based awards — — Diluted weighted-average common shares outstanding Net earnings (loss) per common share allocated to common shareholders: Basic $ $ $ Diluted $ $ $ For fiscal 2016, 2015 and 2014, 1.6, 0.4, and 0.2 million anti‑dilutive shares of common stock were excluded from the calculation of diluted earnings (loss) per common share allocated to common shareholders, respectively. |
DEBT
DEBT | 12 Months Ended |
Jan. 28, 2017 | |
DEBT | |
Debt | 6. DEBT On June 18, 2014, The Men’s Wearhouse, Inc. entered into a term loan credit agreement that provides for a senior secured term loan in the aggregate principal amount of $1.1 billion (the “Term Loan”) and a $500.0 million asset-based revolving credit agreement (the “ABL Facility”, and together with the Term Loan, the “Credit Facilities”) with certain of our U.S. subsidiaries and Moores the Suit People Inc., one of our Canadian subsidiaries, as co-borrowers. Proceeds from the Term Loan were reduced by an $11.0 million original issue discount (“OID”), which is presented as a reduction of the outstanding balance on the Term Loan on the balance sheet and is amortized to interest expense over the contractual life of the Term Loan. In addition, on June 18, 2014, The Men’s Wearhouse, Inc. issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the “Senior Notes”). The Credit Facilities and the Senior Notes contain customary non-financial and financial covenants, including fixed charge coverage ratios, total leverage ratios and secured leverage ratios, as well as a restriction on our ability to pay dividends on our common stock in excess of $10.0 million per quarter. Since entering into these financing arrangements and as of January 28, 2017, our total leverage ratio and secured leverage ratio were above the maximums specified in the agreements. As a result, we are currently subject to certain additional restrictions, including limitations on our ability to make acquisitions and incur additional indebtedness. We used the net proceeds from the Term Loan, the offering of the Senior Notes and the net proceeds from $340.0 million drawn on the ABL Facility to pay the approximately $1.8 billion purchase price for the acquisition of Jos. A. Bank and to repay all of our obligations under our Third Amended and Restated Credit Agreement, dated as of April 12, 2013 (as amended, the “Previous Credit Agreement”), including $95.0 million outstanding under the Previous Credit Agreement as well as settlement of the then existing interest rate swap. The loans under the ABL Facility were subsequently repaid in full promptly following the closing of the Jos. A. Bank acquisition using the cash acquired from Jos. A. Bank. In addition, as a result of the termination of the Previous Credit Agreement, we recorded a loss on extinguishment of debt totaling $2.2 million in fiscal 2014 consisting of the elimination of unamortized deferred financing costs. Credit Facilities The Term Loan is guaranteed, jointly and severally, by Tailored Brands, Inc. and certain of our U.S. subsidiaries and will mature on June 18, 2021. The interest rate on the Term Loan is currently based on the 1-month LIBOR rate, which was approximately 0.78% at January 28, 2017. However, the Term Loan interest rate is subject to a LIBOR floor of 1% per annum, plus the applicable margin which is 3.50%, resulting in a total interest rate of 4.50%. In January 2015, we entered into an interest rate swap agreement, in which the variable rate payments due under a portion of the Term Loan were exchanged for a fixed rate. See Note 16 for additional information. In April 2015, The Men’s Wearhouse, Inc. entered into Incremental Facility Agreement No. 1 (the “Incremental Agreement”) resulting in a refinancing of $400.0 million aggregate principal amount of the Term Loan from a variable rate to a fixed rate of 5.0% per annum. The Incremental Agreement did not impact the total amount borrowed under the Term Loan, the maturity date of the Term Loan of June 18, 2021, or collateral and guarantees under the Term Loan. In connection with the Incremental Agreement, we incurred deferred financing costs of $3.6 million, which will be amortized over the life of the remaining term using the interest method. In addition, as a result of entering into the Incremental Agreement, we recorded a loss on extinguishment of debt totaling $12.7 million consisting of the elimination of unamortized deferred financing costs and OID related to the Term Loan, which is included as a separate line in the consolidated statements of earnings (loss). As a result of the interest rate swap and the Incremental Agreement, we have converted a majority of the variable interest rate under the Term Loan to a fixed rate and, as of January 28, 2017, the Term Loan had a weighted average interest rate of 4.90%. The ABL Facility provides for a senior secured revolving credit facility of $500.0 million, with possible future increases to $650.0 million under an expansion feature that matures on June 18, 2019, and is guaranteed, jointly and severally, by Tailored Brands, Inc. and certain of our U.S. subsidiaries. The ABL Facility has several borrowing and interest rate options including the following indices: (i) adjusted LIBOR, (ii) Canadian Dollar Offered Rate (“CDOR”) rate, (iii) Canadian prime rate or (iv) an alternate base rate (equal to the greater of the prime rate, the federal funds effective rate plus 0.5% or adjusted LIBOR for a one-month period plus 1.0%). Advances under the ABL Facility bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 2.00%. The ABL Facility also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.50% to 2.00%, and a fee on unused commitments which ranges from 0.25% to 0.375%. As of January 28, 2017, there were no borrowings outstanding under the ABL Facility. During fiscal 2016, the maximum borrowing outstanding under the ABL Facility was $68.5 million. The obligations under the Credit Facilities are secured on a senior basis by a first priority lien on substantially all of the assets of the Company, certain of its U.S. subsidiaries and, in the case of the ABL Facility, Moores The Suit People Inc. The Credit Facilities and the related guarantees and security interests granted thereunder are senior secured obligations of, and will rank equally with all present and future senior indebtedness of the Company, the co-borrowers and the respective guarantors. We utilize letters of credit primarily to secure inventory purchases and as collateral for workers compensation claims. At January 28, 2017, letters of credit totaling approximately $29.4 million were issued and outstanding. Borrowings available under the ABL Facility as of January 28, 2017 were $414.8 million. Senior Notes The Senior Notes are guaranteed, jointly and severally, on an unsecured basis by Tailored Brands, Inc. and certain of our U.S. subsidiaries. The Senior Notes and the related guarantees are senior unsecured obligations of the Company and the guarantors, respectively, and will rank equally with all of the Company’s and each guarantor’s present and future senior indebtedness. The Senior Notes will mature on July 1, 2022. Interest on the Senior Notes is payable on January 1 and July 1 of each year. We may redeem some or all of the Senior Notes at any time on or after July 1, 2017 at the redemption prices set forth in the indenture governing the Senior Notes. At any time prior to July 1, 2017, we will have the option to redeem some or all of the Senior Notes at a redemption price of 100% of the principal amount of the Senior Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest, if any, to the date of redemption. We may also redeem up to a maximum of 35% of the original aggregate principal amount of the Senior Notes with the proceeds of certain equity offerings prior to July 1, 2017 at a redemption price of 107% of the principal amount of the Senior Notes plus accrued and unpaid interest, if any. Upon the occurrence of certain specific changes of control, we may be required to offer to purchase the Senior Notes at 101% of their aggregate principal amount plus accrued and unpaid interest thereon to the date of purchase. We had entered into a registration rights agreement regarding the Senior Notes pursuant to which we agreed, among other things, to use our commercially reasonable efforts to consummate an exchange offer of the Senior Notes for substantially identical notes registered under the Securities Act of 1933, as amended, on or before July 13, 2015. On June 24, 2015, the exchange offer was completed. Long-Term Debt In accordance with the terms of the Credit Facilities, we have an obligation to make a mandatory excess cash flow prepayment offer of $4.6 million to the Term Loan lenders during fiscal 2017. Our lenders have the option to decline their respective portions of the prepayment. We have classified the entire amount of the expected prepayment within current portion of long-term debt on our consolidated balance sheet. In May 2016, we made a mandatory excess cash flow prepayment of $35.5 million on the Term Loan. As a result of this prepayment, we recorded a loss on extinguishment of debt totaling $0.9 million consisting of the elimination of unamortized deferred financing costs and OID related to the Term Loan. In addition, during fiscal 2016, we repurchased and retired $25.0 million of Senior Notes through open market transactions, which were consummated via borrowings on our ABL Facility. As a result, we recorded a net gain on extinguishment totaling $2.6 million, which reflects a $3.1 million gain upon repurchase partially offset by the elimination of unamortized deferred financing costs totaling $0.5 million related to the Senior Notes. As a result of our excess cash flow prepayment and the repurchase and retirement of $25.0 million of Senior Notes, we recorded a net gain on extinguishment totaling $1.7 million, which reflects a $3.1 million gain upon repurchase partially offset by the elimination of unamortized deferred financing costs of $1.4 million, which is included as a separate line in the consolidated statements of earnings (loss). The following table provides details on our long-term debt as of January 28, 2017 and January 30, 2016 (in thousands): January 28, January 30, 2017 2016 Term Loan (net of unamortized OID of $4.1 million at January 28, 2017 and $5.4 million at January 30, 2016) $ $ Senior Notes Less: Deferred financing costs related to the Term Loan and Senior Notes Total long-term debt, net Current portion of long-term debt Total long-term debt, net of current portion $ $ The following table provides principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter (in thousands): Fiscal Year 2017 $ 2018 2019 2020 2021 Thereafter Total long-term debt Deferred financing costs and unamortized OID Total long-term debt, net $ |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Jan. 28, 2017 | |
INCOME TAXES | |
INCOME TAXES | 7. INCOME TAXES Earnings (loss) before income taxes (in thousands): Fiscal Year 2016 2015 2014 United States $ $ $ Foreign Total $ $ $ The provision (benefit) for income taxes consists of the following (in thousands): Fiscal Year 2016 2015 2014 Current tax expense (benefit): Federal $ $ $ State Foreign Deferred tax (benefit) expense: Federal and state Foreign Total $ $ $ No provision for U.S. income taxes or Canadian withholding taxes has been made on the cumulative undistributed earnings of foreign companies (approximately $307.8 million at January 28, 2017) because we intend to permanently reinvest all the foreign earnings outside of the U.S. The potential deferred tax liability associated with these earnings, net of related foreign tax credits, is estimated to be approximately $43.7 million. A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows: Fiscal Year 2016 2015 2014 Federal statutory rate % % % State income taxes, net of federal benefit Uncertain tax positions Foreign tax rate differential Amortizable tax goodwill Goodwill impairment — — Non-deductible transaction cost — — Valuation allowance Tax credits — — Adjustments to net tax accruals — Other % % % In fiscal 2016, our effective income tax rate was 21.0% and is lower than the U.S. statutory rate primarily due to foreign earnings and the lower tax rates in these jurisdictions. In fiscal 2015, our effective income tax rate was a benefit of 14.1% and is lower than the U.S. statutory rate due to our overall net loss, partially offset by the non-deductibility of the goodwill impairment charge. Our effective tax rate is affected by recurring items, such as tax rates in foreign jurisdictions, which are lower than the federal rate, and the amounts we earn in those jurisdictions. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that a portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of January 28, 2017, it is more likely than not that we will realize the benefits of the deferred tax assets, except as discussed below. At January 28, 2017, we had net non-current deferred tax liabilities of $70.6 million. At January 30, 2016, we had net non-current deferred tax liabilities of $91.1 million. The decrease in the net deferred tax liabilities is primarily due to the decrease in inventory and property and equipment. We have a valuation allowance of $9.8 million against certain state deferred tax assets and foreign tax credits for which we have concluded it is more likely than not that we will not recognize the asset. Total deferred tax assets and liabilities and the related temporary differences as of January 28, 2017 and January 30, 2016 were as follows (in thousands): January 28, January 30, 2017 2016 Deferred tax assets: Accrued rent and other expenses $ $ Accrued compensation Accrued inventory markdowns Other Tax loss and other carryforwards Total deferred tax assets Valuation allowance Net deferred tax assets Deferred tax liabilities: Property and equipment Capitalized inventory costs Intangibles Other Total deferred tax liabilities Net deferred tax liabilities $ $ In accordance with the guidance regarding accounting for uncertainty in income taxes, we classify uncertain tax positions as non‑current income tax liabilities unless expected to be paid within one year and recognize interest and/or penalties related to income tax matters in income tax expense. As of January 28, 2017 and January 30, 2016, the total amount of accrued interest related to uncertain tax positions was $1.5 million and $1.1 million, respectively. The following table summarizes the activity related to our uncertain tax positions (in thousands): January 28, January 30, 2017 2016 Gross uncertain tax positions, beginning balance $ $ Increase in tax positions for prior years Decrease in tax positions for prior years — Increase in tax positions due to business combinations — Increase in tax positions for current year — — Decrease in tax positions for current year — — Settlements — — Lapse from statute of limitations Gross uncertain tax positions, ending balance $ $ Of the $19.5 million in uncertain tax positions as of January 28, 2017, $19.4 million, if recognized, would reduce our income tax expense and effective tax rate. We do not expect material changes in the total amount of uncertain tax positions within the next 12 months as the outcome of tax matters is uncertain and unforeseen results can occur. We are subject to routine compliance examinations on tax matters by various tax jurisdictions in the ordinary course of business. Tax return years which are open to examinations range from fiscal 2011 through fiscal 2015. Our tax jurisdictions include the United States, Canada, the United Kingdom, The Netherlands, Hong Kong and France as well as their states, territories, provinces and other political subdivisions. A number of U.S. state examinations are ongoing. At January 28, 2017, we had federal, state and foreign net operating loss (“NOL”) carryforwards of approximately $15.8 million, $146.6 million and $3.0 million, respectively. The federal and state NOL carryforwards will expire between fiscal 2017 and 2036 while the $3.0 million of foreign NOLs can be carried forward indefinitely. We also had $0.7 million of foreign tax credit carryforwards at January 28, 2017 which will expire in fiscal 2019. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Jan. 28, 2017 | |
INVENTORIES | |
INVENTORIES | 8. INVENTORIES The following table provides details on our inventories as of January 28, 2017 and January 30, 2016 (in thousands): January 28, January 30, 2017 2016 Finished goods $ $ Raw materials and merchandise components Total inventories $ $ |
OTHER CURRENT ASSETS, ACCRUED E
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | 12 Months Ended |
Jan. 28, 2017 | |
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 | 9. OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES Other current assets consist of the following (in thousands): January 28, January 30, 2017 2016 Prepaid expenses $ $ Tax receivable Other Total other current assets $ $ Accrued expenses and other current liabilities consist of the following (in thousands): January 28, January 30, 2017 2016 Accrued salary, bonus, sabbatical, vacation and other benefits $ $ Unredeemed gift cards Accrued workers compensation and medical costs Sales, value added, payroll, property and other taxes payable Customer deposits, prepayments and refunds payable Accrued interest Cash dividends declared Loyalty program reward certificates Lease termination and other store closure costs — Accrued royalties Other Total accrued expenses and other current liabilities $ $ Deferred taxes and other liabilities consist of the following (in thousands): January 28, January 30, 2017 2016 Deferred and other income tax liabilities $ $ Deferred rent and landlord incentives Unfavorable lease liabilities Other Total deferred taxes and other liabilities $ $ |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 12 Months Ended |
Jan. 28, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 10. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following table summarizes the components of accumulated other comprehensive (loss) income during fiscal 2016, 2015 and 2014 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— February 1, 2014 $ $ $ — $ Other comprehensive (loss) income before reclassifications Amounts reclassified from accumulated other comprehensive loss — — Net other comprehensive (loss) income BALANCE— January 31, 2015 Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss — — Net other comprehensive loss BALANCE— January 30, 2016 Other comprehensive (loss) income before reclassifications Amounts reclassified from accumulated other comprehensive loss — — Net other comprehensive (loss) income BALANCE— January 28, 2017 $ $ $ $ Amounts reclassified from other comprehensive (loss) income in fiscal 2016 and fiscal 2015 related to the interest payments on our interest rate swap and are recorded in interest expense in the consolidated statements of earnings (loss). Amounts reclassified from other comprehensive (loss) income in fiscal 2014 related to the settlement of our interest rate swap associated with our Previous Credit Agreement and are recorded within interest expense in the consolidated statements of earnings (loss). |
DIVIDENDS
DIVIDENDS | 12 Months Ended |
Jan. 28, 2017 | |
DIVIDENDS | |
DIVIDENDS | 11. DIVIDENDS Cash dividends paid were approximately $35.2 million, $35.0 million and $34.8 million during fiscal 2016, 2015 and 2014, respectively. In fiscal 2016, 2015 and 2014, a dividend of $0.18 per share was declared in each quarter, for an annual dividend of $0.72 per share, respectively. The quarterly cash dividend of $0.18 per share declared by our Board of Directors (the “Board”) in January 2017 is payable on March 24, 2017 to shareholders of record on March 14, 2017 and is included in accrued expenses and other current liabilities on the consolidated balance sheet as of January 28, 2017. |
SHARE REPURCHASES, TREASURY STO
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | 12 Months Ended |
Jan. 28, 2017 | |
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | |
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | 12. SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST Share Repurchases In March 2013, the Board approved a share repurchase program for our common stock. At January 28, 2017, the remaining balance available under the authorization was $48.0 million. During fiscal 2016, 2015, and 2014, no shares were repurchased in open market transactions under the Board’s authorization. During fiscal 2015 and 2014, 5,799 and 5,349 shares, respectively, were repurchased in private transactions to satisfy minimum tax withholding obligations arising upon the vesting of certain restricted stock. Treasury Stock The following table shows the change in our treasury shares during fiscal 2016 and 2015: Treasury Shares Balance, January 31, 2015 Reissuance of common stock Balance, January 30, 2016 Retirement of common stock Balance, January 28, 2017 — The total cost of the 120,291 shares of treasury stock held at January 30, 2016 was $3.0 million or an average price of $24.73 per share. During 2016, as part of the Reorganization, all treasury shares were canceled. Non-Controlling Interest In September 2014, we exercised our option and completed the purchase of the remaining 14% interest in our UK operations from the minority interest holders. As a result, we eliminated the non-controlling interest balance and recorded an increase in capital in excess of par of $7.2 million less the $6.7 million in cash consideration paid to the former minority interest holders. |
EQUITY AND SHARE-BASED COMPENSA
EQUITY AND SHARE-BASED COMPENSATION PLANS | 12 Months Ended |
Jan. 28, 2017 | |
EQUITY AND SHARE-BASED COMPENSATION PLANS | |
EQUITY AND SHARE-BASED COMPENSATION PLANS | 13. EQUITY AND SHARE‑BASED COMPENSATION PLANS Preferred Stock Our Board is authorized to issue up to 2,000,000 shares of preferred stock and to determine the dividend rights and terms, redemption rights and terms, liquidation preferences, conversion rights, voting rights and sinking fund provisions of those shares without any further vote or act by Company shareholders. There was no issued preferred stock as of January 28, 2017 and January 30, 2016, respectively. Stock Plans In June 2016, our shareholders approved the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the “2016 LTIP”), which will be used for equity grants after June 2016. The 2016 LTIP provides for an aggregate of up to 6,400,000 shares of our common stock (or the fair market value thereof) with respect to which stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards may be granted to full‑time key employees and to non‑employee directors of the Company. In addition, we continue to administer the 2004 Long-Term Incentive Plan (the “2004 LTIP”), the 1996 Long‑Term Incentive Plan (“1996 Plan”) and the Non‑Employee Director Stock Option Plan (“Director Plan”) as a result of awards which remain outstanding pursuant to such plans. Awards are no longer available for grant under the 2004 LTIP, 1996 Plan and the Director Plan. Options granted under these plans vest annually in varying increments over a period from one to ten years and must be exercised within ten years of the date of grant. Grants of deferred stock units, performance units or restricted stock generally vest over a period from one to three years; however, certain grants vest annually at varying increments over a period up to ten years. As of January 28, 2017, 5,897,273 shares were available for grant under the 2016 LTIP and 8,677,876 shares of common stock were reserved for future issuance under the existing plans. Non‑Vested Deferred Stock Units, Performance Units and Restricted Stock Shares The following table summarizes the activity of time-based and performance-based (collectively, “DSUs”) awards during fiscal 2016: Weighted-Average Shares Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at January 30, 2016 $ $ Granted Vested (1) — — Forfeited Non-Vested at January 28, 2017 $ $ (1) Includes 76, 485 shares relinquished for tax payments related to vested DSUs in fiscal 2016. The following table summarizes additional information about DSUs: Fiscal Year 2016 2015 2014 DSUs issued Weighted average grant date fair value $ $ $ The fair value of shares vested was $11.1 million, $10.2 million and $13.8 million in fiscal 2016, 2015 and 2014, respectively. As of January 28, 2017, the intrinsic value of non‑vested DSUs was $31.6 million. For grants of DSUs issued on or after April 3, 2013, dividend equivalents, if any, will be accrued during the vesting period for such DSU awards and paid out only upon vesting of the underlying DSUs. As such, grants of DSU awards on or after April 3, 2013 earn dividends throughout the vesting period which are subject to the same vesting terms as the underlying share award. Grants of DSUs generally vest over a period of three years. DSU awards granted prior to April 3, 2013 are entitled to receive non-forfeitable dividend equivalents, if any, when and if paid to shareholders of record at the payment date. Included in the non‑vested time‑based awards as of January 28, 2017 are 11,288 DSUs granted prior to April 3, 2013. Of the 448,620 performance-based DSUs granted in 2016, 258,168 represent a contingent right to earn shares of common stock, subject to the achievement of a Company-specific performance target for fiscal 2016-2017. The remaining 190,452 represent a contingent right to receive one share of common stock, subject to the achievement of a Company-specific performance target for fiscal 2017. Assuming the performance targets are achieved, 50% of the award will vest on the two year anniversary of the grant date and the remaining 50% of the award will vest on the three year anniversary of the grant date. Performance-based DSUs that are unvested at the end of the performance period will lapse and be forfeited. The performance-based DSUs earn dividends throughout the vesting period that are subject to the same vesting terms as the underlying awards. The following table summarizes activity of restricted stock during fiscal 2016: Weighted-Average Shares Grant-Date Fair Value Non-Vested at January 30, 2016 $ Granted Vested Forfeited — — Non-Vested at January 28, 2017 $ Restricted stock awards receive non-forfeitable dividends when and if paid to shareholders of record at the payment date. The following table summarizes additional information about restricted stock: Fiscal Year 2016 2015 2014 Stock issued Weighted average grant date fair value $ $ $ Fair value of shares vested (in millions) $ $ $ As of January 28, 2017, the intrinsic value of non‑vested restricted stock shares was $0.7 million. As of January 28, 2017, we have unrecognized compensation expense related to non‑vested DSUs and shares of restricted stock of approximately $22.7 million which is expected to be recognized over a weighted‑average period of 1.6 years. Stock Options The following table summarizes the activity of stock options during fiscal 2016: Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (in thousands) Outstanding at January 30, 2016 $ Granted Exercised Forfeited Expired Outstanding at January 28, 2017 $ Years $ Vested and expected to vest at January 28, 2017 $ Years $ Exercisable at January 28, 2017 $ Years $ — The weighted‑average grant date fair value of stock options granted during fiscal 2016, 2015 and 2014 was $5.18, $18.63 and $16.82, respectively. The fair value of options is estimated on the date of grant using the Black‑Scholes option pricing model using the following weighted‑average assumptions: Fiscal Year 2016 2015 2014 Risk-free interest rates Expected lives 5.0 years 5.0 years 5.0 years Dividend yield Expected volatility The risk‑free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected lives represents the period of time the options are expected to be outstanding after their grant date. The dividend yield is based on the average of the annual dividend divided by the market price of our common stock at the time of declaration. The expected volatility is based on historical volatility of our common stock. The total intrinsic value of options exercised during fiscal 2016, 2015 and 2014 was $0.1 million, $0.5 million and $4.4 million, respectively. As of January 28, 2017, we have unrecognized compensation expense related to non‑vested stock options of approximately $3.4 million which is expected to be recognized over a weighted‑average period of 1.3 years. |
RETIREMENT AND STOCK PURCHASE P
RETIREMENT AND STOCK PURCHASE PLANS | 12 Months Ended |
Jan. 28, 2017 | |
RETIREMENT AND STOCK PURCHASE PLANS | |
RETIREMENT AND STOCK PURCHASE PLANS | 14. RETIREMENT AND STOCK PURCHASE PLANS We have 401(k) savings plans which allow eligible employees to save for retirement on a tax deferred basis. Employer matching contributions under the 401(k) savings plans are made based on a formula set by the Board from time to time. During fiscal 2016, 2015 and 2014, our matching contributions for the plan charged to operations were $1.4 million, $1.2 million and $1.2 million, respectively. We also maintain a noncontributory defined benefit pension plan and a post-retirement benefit plan which cover certain union and nonunion employees at Jos. A. Bank. The plans provide for eligible employees to receive benefits based principally on years of service. Amounts related to the defined benefit pension and post-retirement benefit plans were immaterial to our consolidated financial statements. In addition, we have an Employee Stock Discount Plan (“ESDP”) which 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 of our common stock on the first day of the offering period or the fair market value of our common stock on the last day of the offering period. We make no contributions to this plan but pay all brokerage, service and other costs incurred. A participant may not purchase more than 125 shares during any calendar quarter. During fiscal 2016, 2015 and 2014, employees purchased 167,237 shares, 87,537 shares and 86,935 shares, respectively, under the ESDP, the weighted‑average fair value of which was $11.66, $26.23 and $40.63 per share, respectively. We recognized approximately $0.5 million, $0.7 million and $0.9 million of share‑based compensation expense related to the ESDP for fiscal 2016, 2015 and 2014, respectively. As of January 28, 2017, 398,629 shares were reserved for future issuance under the ESDP. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Jan. 28, 2017 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 15. FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three‑tier fair value hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: Level 1- observable inputs such as quoted prices in active markets; Level 2 - inputs other than the quoted prices in active markets that are observable either directly or indirectly; and Level 3- unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total January 28, 2017— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ January 30, 2016— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial 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, (2) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted revenues from our UK operations denominated in a currency different from the UK’s functional currency and (3) 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 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 consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities or noncurrent liabilities in the consolidated balance sheets. See Note 16 for further information regarding our derivative instruments. Assets and Liabilities that are Measured at Fair Value on a Non‑Recurring Basis Long‑lived assets, such as property and equipment, goodwill and identifiable intangibles, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. As discussed in Note 1, during fiscal 2016 and 2015, we incurred $16.5 million and $27.5 million, respectively, of asset impairment charges related to our retail segment. The estimated fair value of the impaired long-lived assets related to these stores was $0.9 million and $1.6 million as of January 28, 2017 and January 30, 2016, respectively. We estimated the fair value of the long-lived assets based on an income approach using projected future cash flows discounted using a weighted-average cost of capital analysis that reflects current market conditions. The fair values of long‑lived assets 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. In addition, during fiscal 2016, we recorded a $2.9 million impairment charge related to a long-lived asset reclassified as held for sale, which is included within asset impairment charges in our consolidated statement of earnings (loss). We estimated the fair value of the asset held for sale, which is $2.1 million as of January 28, 2017, using market values for similar assets which would fall within Level 2 of the fair value hierarchy. Fair Value of Financial Instruments Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses and other current liabilities and long-term debt. Management estimates that, as of January 28, 2017 and January 30, 2016, the carrying value of cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximated their fair value due to the highly liquid or short‑term nature of these instruments. The fair values of our Term Loan were valued based upon observable market data provided by a third party for similar types of debt, which we classify as a Level 2 input within the fair value hierarchy. The fair value of our Senior Notes is based on quoted prices in active markets, which we classify as Level 1 input within the fair value hierarchy. The table below shows the fair value and carrying value of our long-term debt (in thousands): January 28, 2017 January 30, 2016 Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Long-term debt, including current portion $ $ $ $ (1) The carrying value of the long-term debt, including current portion is net of deferred financing costs of $22.1 million and $28.0 million as of January 28, 2017 and January 30, 2016, respectively. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Jan. 28, 2017 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS | 16. DERIVATIVE FINANCIAL INSTRUMENTS As discussed in Note 6, in June 2014, we entered into a Term Loan with variable-rate interest payments. To minimize the impact of changes in interest rates on our interest payments under the Term Loan, in January 2015, we entered into an interest rate swap agreement to swap variable-rate interest payments for fixed-rate interest payments on a notional amount of $520.0 million, effective in February 2015. At January 28, 2017, the notional amount totaled $330.0 million . The interest rate swap agreement matures in August 2018 and has periodic interest settlements. We have designated the interest rate swap as a cash flow hedge of the variability of interest payments under the Term Loan due to changes in the LIBOR benchmark interest rate. Under this interest rate swap agreement, we receive a floating rate based on the 3‑month LIBOR rate and pay a fixed rate of 5.03% (including the applicable margin of 3.50%) on the outstanding notional amount. The swap fixed rate was structured to mirror the payment terms of the Term Loan. At January 28, 2017, the fair value of the interest rate swap was a liability of $1.1 million recorded in accrued expenses and other current liabilities in our consolidated balance sheet. The effective portion of the loss is reported as a component of accumulated other comprehensive (loss) income. There was no hedge ineffectiveness at January 28, 2017. Changes in fair value are reclassified from accumulated other comprehensive (loss) income into earnings in the same period that the hedged item affects earnings. Over the next 12 months, approximately $1.1 million of the effective portion of the loss is expected to be reclassified from accumulated other comprehensive (loss) 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. Furthermore, as a result of recent exchange rate fluctuations in Europe, we have entered into derivative instruments to hedge our foreign exchange risk, specifically related to the British pound and Euro. We have designated these instruments as cash flow hedges of the variability in exchange rates for those foreign currencies. These cash flow hedges mature at various dates through January 2018. At January 28, 2017, the fair value of these cash flow hedges was a net liability of $0.8 million with $0.4 million recorded in other current assets and $1.2 million in accrued expenses and other current liabilities in our consolidated balance sheet. The effective portion of the hedges is reported as a component of accumulated other comprehensive (loss) income. Hedge ineffectiveness at January 28, 2017 was immaterial. Changes in fair value are reclassified from accumulated other comprehensive (loss) income into earnings in the same period that the hedged item affects earnings. Over the next 12 months, $1.2 million of the effective portion of the cash flow hedges is expected to be reclassified from accumulated other comprehensive (loss) income into earnings within cost of sales. Additionally, 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. As a result, from time to time, we may enter into derivative instruments to hedge our foreign exchange risk. Our risk management policy is to hedge a portion of forecasted merchandise purchases for our direct sourcing programs that bear foreign exchange risk using foreign exchange forward contracts. 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 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. The fair value associated with such derivative instruments at January 28, 2017 was a liability of $0.1 million recorded in accrued expenses and other current liabilities and at January 30, 2016, was an asset of $0.4 million included in other current assets in our consolidated balance sheets. For our derivative financial instruments not designated as cash flow hedges we recognized in cost of sales on the consolidated statement of earnings (loss) a pre-tax loss of $0.5 million for fiscal 2016, a pre-tax loss of $0.6 million for fiscal 2015 and a pre-tax gain of $1.4 million for fiscal 2014. We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of January 28, 2017 or January 30, 2016, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Jan. 28, 2017 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 17. SEGMENT REPORTING In 2016, we revised our segment reporting presentation to reflect changes in how we manage our business, including resource allocation and performance assessment. Specifically, we are now presenting expenses related to our shared services platform separately from the results of our operating segments to promote enhanced comparability of our operating segments. Previously, these shared service expenses were primarily included in our retail segment. Comparable prior period information has been recast to reflect our revised segment presentation. Our operations are conducted in two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. The retail segment includes the results from our four retail merchandising brands: Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A. Bank, Moores and K&G. These four brands are operating segments that have been aggregated into the retail reportable segment. MW Cleaners is also aggregated in the retail segment as these operations have not had a significant effect on our revenues or expenses. Specialty apparel merchandise offered by our four retail merchandising concepts include suits, suit separates, sport coats, slacks, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men. Women’s career and casual apparel, sportswear and accessories, including shoes, and children’s apparel is offered at most of our K&G stores. Rental product is offered at our Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A Bank and Moores retail stores. The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Dimensions, Alexandra and Yaffy in the UK and Twin Hill in the U.S., which provide corporate apparel uniforms and workwear to workforces. We measure segment profitability based on operating income, defined as income before interest expense, interest income, gain (loss) on extinguishment of debt, net, income taxes and non‑controlling interest, before shared service expenses. Shared service expenses include costs incurred and directed primarily by our corporate offices that are not allocated to segments. Additional net sales information is as follows (in thousands): Fiscal Year 2016 2015 2014 Net sales: MW (1) $ $ $ Jos. A. Bank K&G Moores MW Cleaners Total retail segment Total corporate apparel segment Total net sales $ $ $ (1) MW includes Men’s Wearhouse and Men’s Wearhouse and Tux stores, tuxedo shops within Macy's and Joseph Abboud. The following table sets forth supplemental products and services sales information (in thousands): Fiscal Year 2016 2015 2014 Net sales: Men's tailored clothing product $ $ $ Men's non-tailored clothing product Women's clothing product Other Total retail clothing product Rental services Alteration services Retail dry cleaning services Total alteration and other services Corporate apparel clothing product Total net sales $ $ $ Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings (loss) before income taxes is as follows (in thousands): Fiscal Year 2016 2015 2014 Operating income (loss): Retail $ $ $ Corporate apparel Shared service expense Operating income (loss) Interest income Interest expense Gain (loss) on extinguishment of debt, net Earnings (loss) before income taxes $ $ $ Capital expenditures by reportable segment and shared services are as follows (in thousands): Fiscal Year 2016 2015 2014 Capital expenditures: Retail $ $ $ Corporate apparel Shared services Total capital expenditures $ $ $ Depreciation and amortization expense by reportable segment and shared services is as follows (in thousands): Fiscal Year 2016 2015 2014 Depreciation and amortization expense: Retail $ $ $ Corporate apparel Shared services Total depreciation and amortization expense $ $ $ Total assets by reportable segment and shared services are as follows (in thousands): January 28, January 30, 2017 2016 Segment assets: Retail $ $ Corporate apparel Shared services (1) Total assets $ $ (1) Shared service assets consist primarily of cash and cash equivalents, assets related to our distribution network and tax-related assets. The tables below present information related to geographic areas in which we operate, with net sales classified based primarily on the geographic area where our customer is located (in thousands): Fiscal Year 2016 2015 2014 Net sales: U.S. $ $ $ International (1) Total net sales $ $ $ (1) Primarily in Canada and the UK. January 28, 2017 January 30, 2016 Long-lived assets, net (including rental product): U.S. $ $ International (1) Total long-lived assets $ $ (1) Primarily in Canada and the UK. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Jan. 28, 2017 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 18. COMMITMENTS AND CONTINGENCIES Lease commitments We lease retail business locations, office and warehouse facilities, and equipment under various non-cancelable operating leases expiring in various years through 2030. Rent expense for operating leases for fiscal 2016, 2015 and 2014 was $261.5 million, $268.9 million and $235.1 million, respectively, and includes contingent rentals of $2.0 million, $2.6 million and $2.0 million, respectively. Sublease rentals of $1.3 million, $1.2 million, and $1.8 million were received in fiscal 2016, 2015 and 2014, respectively. Minimum future rental payments under non‑cancelable operating leases as of January 28, 2017 for each of the next five years and in the aggregate are as follows (in thousands): Operating Fiscal Year Leases 2017 $ 2018 2019 2020 2021 Thereafter Total $ The total minimum lease commitments above do not include minimum sublease rent income of $3.7 million receivable in the future under non‑cancelable sublease agreements. Leases on retail locations specify minimum rentals plus common area maintenance charges and possible additional rentals based upon percentages of sales. Most of the retail location leases provide for renewal options at rates specified in the leases. In the normal course of business, these leases are generally renewed or replaced by other leases. Legal matters On March 29, 2016, Peter Makhlouf filed a putative class action lawsuit against the Company and its Chief Executive Officer ("CEO"), Douglas S. Ewert, in the United States District Court for the Southern District of Texas (Case No. 4:16-cv-00838). The complaint attempts to allege claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of persons who purchased or otherwise acquired the Company's securities between June 18, 2014 and December 9, 2015. In particular, the complaint alleges that the Company and its CEO made certain statements about the Company's acquisition and subsequent integration of Jos. A. Bank that were false and misleading and omitted material facts. We believe that the claims are without merit and intend to defend the lawsuit vigorously. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On February 17, 2016, Anthony Oliver filed a putative class action lawsuit against the Company in the United States District Court for the Central District of California (Case No. 2:16-cv-01100-TJH-AS). The complaint attempts to allege claims under the Telephone Consumer Protection Act. In particular the complaint alleges that the Company sent unsolicited text messages to cellular telephones beginning October 1, 2013 to the present day. After we demonstrated that the Company had the plaintiff’s permission to send him texts, the plaintiff filed an amended complaint alleging the Company sent text messages exceeding the number plaintiff had agreed to receive each week. The Company filed a motion to dismiss on June 10, 2016. The court denied the motion to dismiss on February 13, 2017. We believe that the claims are without merit and intend to defend the lawsuit vigorously. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. In addition, we are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Management does not believe that any of these matters will have a material adverse effect on our financial position, results of operations or cash flows. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended |
Jan. 28, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As discussed in Note 6, The Men’s Wearhouse, Inc. (the “Issuer”) issued $600.0 million in aggregate principal amount of 7.00% Senior Notes. The Senior Notes are guaranteed jointly and severally, on an unsecured basis by Tailored Brands, Inc. (the “Parent”) and certain of our U.S. subsidiaries (the “Guarantors”). Our Canadian and U.K. subsidiaries (collectively, the “Non-Guarantors”) are not guarantors of the Senior Notes. Each of the Guarantors is 100% owned and all guarantees are joint and several. In addition, the guarantees are full and unconditional except for certain automatic release provisions related to the Guarantors. These automatic release provisions are considered customary and include the sale or other disposition of all or substantially all of the assets or all of the capital stock of any subsidiary guarantor, the release or discharge of a guarantor’s guarantee of the obligations under the Term Loan other than a release or discharge through payment thereon, the designation in accordance with the Indenture of a guarantor as an unrestricted subsidiary or the satisfaction of the requirements for defeasance or discharge of the Senior Notes as provided for in the Indenture. The tables in the following pages present the condensed consolidating financial information for the Parent, the Issuer, the Guarantors and the Non-Guarantors, together with eliminations, as of and for the periods indicated. The consolidating financial information may not necessarily be indicative of the financial positions, results of operations or cash flows had the Parent, the Issuer, Guarantors and Non-Guarantors operated as independent entities. Certain of our current Guarantor subsidiaries did not exist and were created as part of the Reorganization. As a result, prior periods presented have been retrospectively adjusted and contain certain allocations to reflect our current organizational structure. T ailored Brands, Inc. Condensed Consolidating Balance Sheet January 28, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net Inventories — — Other current assets Total current assets Property and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries — — — Other assets — Total assets $ $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ $ $ $ $ $ Accrued expenses and other current liabilities Current portion of long-term debt — — — — Total current liabilities Long-term debt, net — — — — Deferred taxes and other liabilities — Shareholders' (deficit) equity Total liabilities and shareholders' (deficit) equity $ $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Balance Sheet January 30, 2016 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net — Inventories — — Other current assets — Total current assets Property and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries — — — Other assets — Total assets $ $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ — $ $ $ $ $ Accrued expenses and other current liabilities — Current portion of long-term debt — — — — Total current liabilities Long-term debt, net — — — — Deferred taxes and other liabilities Shareholders' (deficit) equity Total liabilities and shareholders' (deficit) equity $ $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended January 28, 2017 Net sales $ — $ $ $ $ $ Cost of sales — Gross margin — — Operating expenses Operating (loss) income Other income and expenses, net — — — Interest income Interest expense Gain on extinguishment of debt, net — — — — (Loss) earnings before income taxes — (Benefit) provision for income taxes — (Loss) earnings before equity in net income of subsidiaries — Equity in earnings of subsidiaries — — — Net earnings (loss) $ $ $ $ $ $ Comprehensive income (loss) $ $ $ $ $ $ Year Ended January 30, 2016 Net sales $ — $ $ $ $ $ Cost of sales — Gross margin — — Operating expenses Operating (loss) income Other income and expenses, net — — — Interest income — Interest expense — Loss on extinguishment of debt, net — — — — (Loss) earnings before income taxes — (Benefit) provision for income taxes — (Loss) earnings before equity in net income of subsidiaries — Equity in earnings of subsidiaries — — — Net earnings (loss) Comprehensive income (loss) $ $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended January 31, 2015 Net sales $ — $ $ $ $ $ Cost of sales — Gross margin — — Operating expenses Operating (loss) income Other income and expenses, net — — — Interest income — Interest expense — Loss on extinguishment of debt, net — — — (Loss) earnings before income taxes — (Benefit) provision for income taxes — (Loss) earnings before equity in net income of subsidiaries — Equity in earnings of subsidiaries — — — Net (loss) earnings including non-controlling interest Net earnings attributable to non-controlling interest — — Net (loss) earnings attributable to common shareholders $ $ $ $ $ $ Comprehensive income (loss) $ $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 28, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ $ $ $ $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — Intercompany activities — — — — Proceeds from sale of property and equipment — — — Net cash used in investing activities — CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — — — — Proceeds from asset-based revolving credit facility — — — Payments on asset-based revolving credit facility — — — Repurchase and retirement of senior notes — — — — Intercompany activities — — — Cash dividends paid — — — — Proceeds from issuance of common stock — — — — Tax payments related to vested deferred stock units — — — — Excess tax benefits from share-based plans — — — — Net cash (used in) provided by financing activities — Effect of exchange rate changes — — — — Increase (decrease) in cash and cash equivalents — — Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ — $ $ $ $ — $ Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 30, 2016 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ $ $ $ $ $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — Intercompany activities — — — — Proceeds from sale of property and equipment — — — Net cash used in investing activities — CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — — — — Proceeds from asset-based revolving credit facility — — — — Payments on asset-based revolving credit facility — — — — Deferred financing costs — — — — Intercompany activities — — — Cash dividends paid — — — — Proceeds from issuance of common stock — — — — Tax payments related to vested deferred stock units — — — — Excess tax benefits from share-based plans — — — Repurchases of common stock — — — — Net cash (used in) provided by financing activities Effect of exchange rate changes — — — — (Decrease) increase in cash and cash equivalents — — Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ — $ $ $ $ — $ Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 31, 2015 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ $ $ $ $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — Acquisition of business, net of cash — — — Intercompany activities — — — — Proceeds from sale of property and equipment — — — — Net cash (used in) provided by investing activities — CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from new term loan — — — — Payments on term loan — — — — Proceeds from asset-based revolving credit facility — — — — Payments on asset-based revolving credit facility — — — — Proceeds from issuance of senior notes — — — — Intercompany activities — — — Cash dividends paid — — — — Proceeds from issuance of common stock — — — — Purchase of non-controlling interest — — — — Payments on previous term loan — — — — Deferred financing costs — — — — Tax payments related to vested deferred stock units — — — — Excess tax benefits from share-based plans — — — Repurchases of common stock — — — — Net cash (used in) provided by financing activities Effect of exchange rate changes — — — — Increase (decrease) in cash and cash equivalents — — Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ — $ $ $ $ — $ |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Jan. 28, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | Principles of Consolidation — The consolidated financial statements include the accounts of Tailored Brands, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. |
Reclassifications | Reclassifications —Certain prior period amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents includes all cash in banks, cash on hand and all highly liquid investments with an original maturity of three months or less. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists of our receivables from third‑party credit card providers and other trade receivables, which consist primarily of receivables from our corporate apparel segment customers. Collectability is reviewed regularly and recorded net of an allowance for uncollectible accounts, which is adjusted as necessary. |
Inventories | Inventories —Inventories are valued at the lower of cost and net realizable value. Cost is determined based on the average cost method. Our inventory cost also includes estimated procurement and distribution costs (warehousing, freight, hangers and merchandising costs) associated with the inventory, with the balance of such costs included in cost of sales. Procurement and distribution costs are generally allocated to inventory based on the ratio of annual product purchases to inventory cost. We make assumptions, based primarily on historical experience, as to items in our inventory that may be damaged, obsolete or salable only at marked down prices to reflect the market value of these items. |
Property and Equipment | Property and Equipment —Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the related allowances for depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings. Buildings are depreciated using the straight‑line method over their estimated useful lives of 10 to 25 years. Depreciation of leasehold improvements is computed on the straight‑line method over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured, or the useful life of the assets, whichever is shorter. Furniture, fixtures and equipment are depreciated using primarily the straight‑line method over their estimated useful lives of two to 25 years. Depreciation expense was $110.4 million, $117.9 million and $102.8 million for fiscal 2016, 2015 and 2014, respectively. |
Rental Product | Rental Product —Rental product is amortized to cost of sales based on the cost of each unit rented. The cost of each unit rented is estimated based on the number of times the unit is expected to be rented and the average cost of the rental product. Lost, damaged and retired rental product is also charged to cost of sales. Rental product is amortized to expense generally over a four year period. We make assumptions, based primarily on historical experience, as to the number of times each unit can be rented. Amortization expense was $42.2 million, $34.6 million and $34.4 million for fiscal 2016, 2015 and 2014, respectively. |
Impairment of Long-Lived Assets | Impairment of Long‑Lived Assets —Long‑lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at a store level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on an estimate of undiscounted future cash flows directly related to the assets, compared to the carrying value of the assets. If the sum of the undiscounted future cash flows of the assets does not exceed the carrying value of the assets, full or partial impairment may exist. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. Fair value is determined using an income approach, which requires discounting the estimated future cash flows associated with the asset. Asset impairment charges totaled $19.4 million, $27.5 million and $0.3 million for fiscal 2016, 2015 and 2014, respectively. Of the $19.4 million recorded in fiscal 2016, $16.5 million relates to our retail segment, of which $14.0 million related to fixed assets in our tuxedo shops within Macy’s and $2.5 million related primarily to stores closed as part of our store rationalization program and $2.9 million relates to a long-lived asset reclassified as held for sale in our shared services segment. Of the $27.5 million recorded in fiscal 2015, $23.1 million related to stores closed in fiscal 2016 as a result of our store rationalization program (see Note 4 for additional information). As a result, we adjusted the depreciable lives of the assets to reflect their shortened useful life. The remaining $4.3 million of asset impairment charges recorded in fiscal 2015 related to underperforming stores, primarily at our Jos. A. Bank brand. See Note 3 for additional discussion of impairment charges recorded in fiscal 2015 related to certain finite-lived intangible assets for Jos. A. Bank. |
Goodwill and Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets —Goodwill and other indefinite-lived intangible assets are initially recorded at their fair values. Identifiable intangible assets with an indefinite useful life, including goodwill, are not amortized but are evaluated annually for impairment. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. During fiscal 2015, we changed the date of our annual impairment assessment from the last day of our fiscal year to the last day of the second month of our fiscal fourth quarter. The change in date had no impact on our annual impairment test as both the new and old testing dates are within the same fiscal quarter. We changed the assessment date to allow for more time to complete the process before our fiscal year end. For purposes of our goodwill impairment evaluation, the reporting units are our operating segments identified in Note 17. Goodwill has been assigned to the reporting units based on prior business combinations related to the segments. Our goodwill assessment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a two-step quantitative impairment test, if necessary. In performing the qualitative assessment, we consider many factors in evaluating whether the carrying value of the asset may not be recoverable, including macroeconomic conditions, retail industry considerations, recent financial performance and declines in stock price and market capitalization. Step one of the goodwill quantitative analysis is intended to determine if potential impairment exists and is performed by comparing each reporting unit’s estimated fair value to its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its estimated fair value, goodwill is considered potentially impaired, and we must complete the second step of the testing to determine the amount of any impairment. The second step requires an allocation of the reporting unit’s first step estimated fair value to the individual assets and liabilities of the reporting unit in the same manner as if the reporting unit was being acquired in a business combination. Any excess of the estimated fair value over the amounts allocated to the individual assets and liabilities represents the implied fair value of goodwill for the reporting unit. If the implied fair value of goodwill is less than the recorded goodwill, we would recognize an impairment charge for the difference. As of January 28, 2017, our annual impairment evaluation of goodwill did not result in an impairment charge. Indefinite-lived intangible assets are not subject to amortization but are reviewed at least annually for impairment. The indefinite-lived intangible asset impairment evaluation is performed by comparing the fair value of the indefinite-lived intangible assets to their carrying values. Similar to the goodwill approach described above, our annual impairment assessment for indefinite-lived intangible assets contemplates the use of either a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a quantitative impairment test, if necessary. We estimate the fair values of these intangible assets based on an income approach using the relief-from-royalty method. This approach is dependent upon a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. If the carrying value exceeds its estimated fair value, an impairment loss is recognized in the amount by which the carrying amount exceeds the estimated fair value of the asset. As of January 28, 2017, our annual impairment evaluation of indefinite-lived intangible assets did not result in an impairment charge. See Note 3 for additional discussion of our goodwill and indefinite-lived intangible assets including the results of our fiscal 2015 assessment and related impairment charges. |
Derivative Financial Instruments | Derivative Financial Instruments —Derivative financial instruments are recorded in the consolidated balance sheet at fair value as other current assets, accrued expenses and other current liabilities or other liabilities. For derivative instruments for which hedge accounting was not designated, the gain or loss is recorded in cost of sales in the consolidated statements of earnings (loss). For derivative instruments that qualify for hedge accounting treatment, the effective portion of the derivative is recorded as a component of other comprehensive income (loss) and reclassified to earnings in the period when the hedged item affects earnings. See Note 16 for further information regarding our derivative instruments. |
Self-Insurance | Self‑Insurance — We self‑insure significant portions of our workers’ compensation and employee medical costs. We estimate our liability for future payments under these programs based on historical experience and various assumptions as to participating employees, health care costs, number of claims and other factors, including industry trends and information provided to us by our insurance broker. We also use actuarial estimates. If the number of claims or the costs associated with those claims were to increase significantly over our estimates, additional charges to earnings could be necessary to cover required payments. |
Sabbatical Leave | Sabbatical Leave — We recognize compensation expense associated with a sabbatical leave or other similar benefit arrangement over the requisite service period during which an employee earns the benefit. In fiscal 2016, employees can no longer earn a sabbatical leave and, as a result, we are no longer accruing benefits for sabbatical leave. The accrued liability for sabbatical leave, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $6.1 million and $11.8 million as of fiscal 2016 and 2015, respectively. |
Income Taxes | Income Taxes —Income taxes are accounted for using the asset and liability method. Deferred tax liabilities or assets are established for temporary differences between financial and tax reporting bases and subsequently adjusted to reflect changes in enacted tax rates expected to be in effect when the temporary differences reverse. The deferred tax assets are reduced, if necessary, by a valuation allowance if the future realization of those tax benefits is not more likely than not. The tax benefit from an uncertain tax position is recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and/or penalties related to uncertain tax positions are recognized in income tax expense. See Note 7 for further information regarding income taxes. |
Revenue Recognition | Revenue Recognition —Clothing product revenue is recognized at the time of sale and delivery of merchandise, net of actual sales returns and a provision for estimated sales returns. For e-commerce sales, revenue is recognized at the time we estimate the customer receives the product, which incorporates shipping terms and estimated delivery times. Revenues from rental, alteration and other services are recognized upon completion of the services. Amounts related to shipping and handling revenues billed to customers are recorded in net sales, and the related shipping and handling costs are recorded in cost of sales. We present all non‑income government‑assessed taxes (sales, use and value added taxes) collected from our customers and remitted to governmental agencies on a net basis (excluded from net sales) in our consolidated financial statements. The government‑assessed taxes are recorded in accrued expenses and other current liabilities until they are remitted to the government agency. |
Gift Cards and Gift Card Breakage | Gift Cards and Gift Card Breakage — Proceeds from the sale of gift cards are recorded as a liability and are recognized as net sales from products and services when the cards are redeemed. Our gift cards do not have expiration dates. We recognize income from breakage of gift cards when the likelihood of redemption of the gift card is remote. We determine our gift card breakage rate based upon historical redemption patterns. Breakage income is recognized for those cards for which the likelihood of redemption is deemed to be remote and for which there is no legal obligation for us to remit the value of such unredeemed gift cards to any relevant jurisdictions. Gift card breakage estimates are reviewed on a quarterly basis. Gift card breakage income is recorded as other operating income and is classified as a reduction of selling, general and administrative expenses (“SG&A”) expenses in our consolidated statement of earnings (loss). Pre-tax breakage income of $2.9 million, $2.7 million and $2.3 million was recognized during fiscal 2016, 2015 and 2014, respectively. |
Loyalty Program | Loyalty Program —We maintain a customer loyalty program for our Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank and Moores brands in which customers receive points for purchases. Points are equivalent to dollars spent on a one‑to‑one basis, excluding any sales tax dollars. Upon reaching 500 points, customers are issued a $50 rewards certificate which they may redeem for purchases at our stores or online. Generally, reward certificates earned must be redeemed no later than six months from the date of issuance. We accrue the estimated costs of the anticipated certificate redemptions when the certificates are issued and charge such costs to cost of sales. Redeemed certificates are recorded as markdowns when redeemed and no revenue is recognized for the redeemed certificate amounts. The estimate of costs associated with the loyalty program requires us to make assumptions related to the cost of product or services to be provided to customers when the certificates are redeemed as well as redemption rates. The accrued liability for loyalty program reward certificates, which is included in accrued expenses and other current liabilities in the consolidated balance sheets, was $9.8 million and $9.2 million as of fiscal 2016 and 2015, respectively. |
Operating Leases | Operating Leases —Operating leases relate primarily to stores and generally contain rent escalation clauses, rent holidays, contingent rent provisions and occasionally leasehold incentives. Rent expense for operating leases is recognized on a straight‑line basis over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured. Rent expense for stores is included in cost of sales as a part of occupancy cost and other rent is included in SG&A expenses. The lease terms commence when we take possession with the right to control use of the leased premises, which normally includes a construction period and, for stores, is approximately 60 days prior to the date rent payments begin. Deferred rent that results from recognition of rent expense on a straight‑line basis is included in other liabilities. Landlord incentives received for reimbursement of leasehold improvements are recorded as deferred rent and amortized as a reduction to rent expense over the term of the lease. Contingent rentals are generally based on percentages of sales and are recognized as store rent expense as they accrue. |
Advertising | Advertising —Advertising costs are expensed as incurred or, in the case of media production costs, when the advertisement first appears. |
New Store Costs | New Store Costs —Promotion and other costs associated with the opening of new stores are expensed as incurred. |
Store Closures and Relocations | Store Closures and Relocations —Costs associated with store closures or relocations are charged to expense when the liability is incurred. When we close or relocate a store, we record a liability for the present value of estimated unrecoverable cost, which is substantially made up of the remaining net lease obligation. |
Share-Based Compensation | Share‑Based Compensation —In recognizing share‑based compensation, we follow the provisions of the authoritative guidance regarding share‑based awards. This guidance establishes fair value as the measurement objective in accounting for stock awards and requires the application of a fair value based measurement method in accounting for compensation cost, which is recognized over the requisite service period. We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of deferred stock units or performance units and restricted stock is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest and the level and likelihood of the performance condition to be met. For grants with a service condition only that are subject to graded vesting, we recognize expense on a straight-line basis over the requisite service period for the entire award. Share‑based compensation expense recognized for fiscal 2016, 2015 and 2014 was $17.4 million, $14.8 million and $16.5 million, respectively. Total income tax benefit recognized in net earnings (loss) for share‑based compensation arrangements was $6.8 million, $5.8 million and $6.4 million for fiscal 2016, 2015 and 2014, respectively. See Note 13 for additional disclosures regarding share‑based compensation. |
Comprehensive (Loss) Income | Comprehensive Income (Loss) —Comprehensive income (loss) includes all changes in equity during the periods presented that result from transactions and other economic events other than transactions with shareholders. We present comprehensive income (loss) in a separate statement in the accompanying consolidated financial statements. |
Non-controlling Interest | Non‑controlling Interest —Historically, non-controlling interest in our financial statements represented the proportionate share of equity attributable to the minority shareholders of our consolidated UK subsidiaries and was adjusted each period to reflect the allocation of comprehensive income to or the absorption of comprehensive losses by the non-controlling interest. In fiscal 2014, we purchased the remaining 14% interest in our UK operations. See Note 12 for additional information. |
Earnings per share | Earnings (loss) per share — We calculate earnings (loss) per common share allocated to common shareholders using the two-class method in accordance with the guidance for determining whether instruments granted in share-based payment transactions are participating securities, which provides that unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per common share allocated to common shareholders pursuant to the two-class method. See Note 5 for disclosures regarding earnings (loss) per common share allocated to common shareholders. |
Treasury stock | Treasury stock — Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to capital in excess of par value using the average-cost method. Upon retirement of treasury stock, the amounts in excess of par value are charged entirely to (accumulated deficit) retained earnings. See Note 12 for disclosures regarding our stock repurchases and retirement of treasury stock. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements — We have considered all new accounting pronouncements and have concluded that the following new pronouncements may have a material impact on our results of operations, financial condition, or cash flows. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-09, Compensation-Stock Compensation . ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years with early adoption permitted. We will adopt ASU 2016-09 beginning in the first quarter of fiscal 2017 and we do not expect it will have a material impact on our financial position, results of operations or cash flows. However, under certain circumstances, this guidance could have an impact on our effective tax rate as changes between tax and book treatment of equity compensation will be recognized in the provision for income taxes beginning in fiscal 2017. In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between current U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The guidance is required to be adopted using the modified retrospective approach. We currently expect ASU 2016-02 will not have a material impact on our results of operations or cash flows. However, we are currently evaluating the impact ASU 2016-02 will have on our financial position and expect that it will result in a significant increase in our long-term assets and liabilities as we have a significant number of leases. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , to clarify the principles used to recognize revenue for all entities. In August 2015, the FASB issued ASU No. 2015-14 which deferred the effective date of ASU 2014-09 by one year. As a result of this deferral, ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted for annual reporting periods beginning after December 15, 2016. The guidance allows for either a full retrospective or a modified retrospective transition method. We currently expect ASU 2014-09 will not have a material impact on our financial position, results of operations or cash flows. However, we are still evaluating ASU 2014-09 including the determination of the transition approach we will utilize. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
Reorganization | |
Summary of fair values of the identifiable assets acquired and liabilities assumed | The following table summarizes the final allocation of fair values of the identifiable assets acquired and liabilities assumed in the Jos. A. Bank acquisition (amounts in millions): Cash $ Accounts receivable Inventories Other current assets Property and equipment Goodwill Intangible assets Accounts payable, accrued expenses and other current liabilities Other liabilities (mainly deferred income taxes) Total purchase price Less: Cash acquired Total purchase price, net of cash acquired $ |
Jos. A. Bank | |
Reorganization | |
Schedule of unaudited pro forma consolidated financial information | The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Jos. A. Bank had occurred on February 3, 2013 (in thousands, except per share data): Fiscal Year 2014 Total net sales $ Net earnings attributable to common shareholders $ Net earnings per common share attributable to common shareholders: Basic $ Diluted $ |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
GOODWILL AND INTANGIBLE ASSETS | |
Changes in the net carrying amount of goodwill | Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended January 28, 2017 and January 30, 2016 are as follows (in thousands): Corporate Retail Apparel Total Balance at January 31, 2015 $ $ $ Adjustments to purchase price allocation of acquired businesses — Goodwill impairment charge — Translation adjustment Balance at January 30, 2016 $ $ $ Translation adjustment Balance at January 28, 2017 $ $ $ |
Gross carrying amount and accumulated amortization of identifiable intangible assets | The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): January 28, January 30, 2017 2016 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ $ Favorable leases Customer relationships Total carrying amount Accumulated amortization: Trademarks, tradenames and franchise agreements Favorable leases Customer relationships Total accumulated amortization Total amortizable intangible assets, net Indefinite-lived intangible assets: Trademarks and tradename Total intangible assets, net $ $ |
Goodwill and other intangible asset impairment charges | The following table summarizes the goodwill and other intangible asset impairment charges related to Jos. A. Bank recorded in fiscal 2015 (amounts in thousands): Goodwill impairment charge $ Tradename impairment charge Customer relationship impairment charge Favorable lease impairment charge Total goodwill and intangible asset impairment charges $ |
RESTRUCTURING AND OTHER CHARG31
RESTRUCTURING AND OTHER CHARGES (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
RESTRUCTURING AND OTHER CHARGES | |
Rollforward of amounts related to pre-tax restructuring and other charges | The following table is a rollforward of amounts included in accrued expenses and other current liabilities in the consolidated balance sheet related to the pre-tax restructuring and other charges (amounts in thousands): Severance and Lease Employee- Termination Consulting Other Related Costs Costs Costs Costs Total Beginning Balance, January 30, 2016 $ — $ — $ $ $ Charges, excluding non-cash items Payments Ending Balance, January 28, 2017 $ $ $ $ $ |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
DEBT | |
Schedule of long-term debt | The following table provides details on our long-term debt as of January 28, 2017 and January 30, 2016 (in thousands): January 28, January 30, 2017 2016 Term Loan (net of unamortized OID of $4.1 million at January 28, 2017 and $5.4 million at January 30, 2016) $ $ Senior Notes Less: Deferred financing costs related to the Term Loan and Senior Notes Total long-term debt, net Current portion of long-term debt Total long-term debt, net of current portion $ $ |
Schedule of future principal payments due on long-term debt in next five years and thereafter | The following table provides principal payments due on long-term debt in the next five fiscal years and the remaining years thereafter (in thousands): Fiscal Year 2017 $ 2018 2019 2020 2021 Thereafter Total long-term debt Deferred financing costs and unamortized OID Total long-term debt, net $ |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
INCOME TAXES | |
Earnings (loss) before income taxes | Earnings (loss) before income taxes (in thousands): Fiscal Year 2016 2015 2014 United States $ $ $ Foreign Total $ $ $ |
Provision (benefit) for income taxes | The provision (benefit) for income taxes consists of the following (in thousands): Fiscal Year 2016 2015 2014 Current tax expense (benefit): Federal $ $ $ State Foreign Deferred tax (benefit) expense: Federal and state Foreign Total $ $ $ |
Effective tax rate reconciliation | A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows: Fiscal Year 2016 2015 2014 Federal statutory rate % % % State income taxes, net of federal benefit Uncertain tax positions Foreign tax rate differential Amortizable tax goodwill Goodwill impairment — — Non-deductible transaction cost — — Valuation allowance Tax credits — — Adjustments to net tax accruals — Other % % % |
Schedule of deferred tax assets and liabilities and the related temporary differences | Total deferred tax assets and liabilities and the related temporary differences as of January 28, 2017 and January 30, 2016 were as follows (in thousands): January 28, January 30, 2017 2016 Deferred tax assets: Accrued rent and other expenses $ $ Accrued compensation Accrued inventory markdowns Other Tax loss and other carryforwards Total deferred tax assets Valuation allowance Net deferred tax assets Deferred tax liabilities: Property and equipment Capitalized inventory costs Intangibles Other Total deferred tax liabilities Net deferred tax liabilities $ $ |
Summary of activity related to uncertain tax positions | The following table summarizes the activity related to our uncertain tax positions (in thousands): January 28, January 30, 2017 2016 Gross uncertain tax positions, beginning balance $ $ Increase in tax positions for prior years Decrease in tax positions for prior years — Increase in tax positions due to business combinations — Increase in tax positions for current year — — Decrease in tax positions for current year — — Settlements — — Lapse from statute of limitations Gross uncertain tax positions, ending balance $ $ |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
INVENTORIES | |
Schedule of inventories | The following table provides details on our inventories as of January 28, 2017 and January 30, 2016 (in thousands): January 28, January 30, 2017 2016 Finished goods $ $ Raw materials and merchandise components Total inventories $ $ |
OTHER CURRENT ASSETS, ACCRUED35
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
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): January 28, January 30, 2017 2016 Prepaid expenses $ $ Tax receivable Other Total other current assets $ $ |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): January 28, January 30, 2017 2016 Accrued salary, bonus, sabbatical, vacation and other benefits $ $ Unredeemed gift cards Accrued workers compensation and medical costs Sales, value added, payroll, property and other taxes payable Customer deposits, prepayments and refunds payable Accrued interest Cash dividends declared Loyalty program reward certificates Lease termination and other store closure costs — Accrued royalties Other Total accrued expenses and other current liabilities $ $ |
Deferred taxes and other liabilities | Deferred taxes and other liabilities consist of the following (in thousands): January 28, January 30, 2017 2016 Deferred and other income tax liabilities $ $ Deferred rent and landlord incentives Unfavorable lease liabilities Other Total deferred taxes and other liabilities $ $ |
ACCUMULATED OTHER COMPREHENSI36
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | |
Summary of components of accumulated other comprehensive (loss) income | The following table summarizes the components of accumulated other comprehensive (loss) income during fiscal 2016, 2015 and 2014 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— February 1, 2014 $ $ $ — $ Other comprehensive (loss) income before reclassifications Amounts reclassified from accumulated other comprehensive loss — — Net other comprehensive (loss) income BALANCE— January 31, 2015 Other comprehensive loss before reclassifications Amounts reclassified from accumulated other comprehensive loss — — Net other comprehensive loss BALANCE— January 30, 2016 Other comprehensive (loss) income before reclassifications Amounts reclassified from accumulated other comprehensive loss — — Net other comprehensive (loss) income BALANCE— January 28, 2017 $ $ $ $ |
SHARE REPURCHASES, TREASURY S37
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST | |
Schedule of changes in treasury shares | The following table shows the change in our treasury shares during fiscal 2016 and 2015: Treasury Shares Balance, January 31, 2015 Reissuance of common stock Balance, January 30, 2016 Retirement of common stock Balance, January 28, 2017 — |
EQUITY AND SHARE-BASED COMPEN38
EQUITY AND SHARE-BASED COMPENSATION PLANS (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
EQUITY AND SHARE-BASED COMPENSATION PLANS | |
Summary of DSU activity | Weighted-Average Shares Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at January 30, 2016 $ $ Granted Vested (1) — — Forfeited Non-Vested at January 28, 2017 $ $ (1) Includes 76, 485 shares relinquished for tax payments related to vested DSUs in fiscal 2016. |
Summary of additional information about DSUs | Fiscal Year 2016 2015 2014 DSUs issued Weighted average grant date fair value $ $ $ |
Summary of restricted stock activity | Weighted-Average Shares Grant-Date Fair Value Non-Vested at January 30, 2016 $ Granted Vested Forfeited — — Non-Vested at January 28, 2017 $ |
Summary of additional information about restricted stock | Fiscal Year 2016 2015 2014 Stock issued Weighted average grant date fair value $ $ $ Fair value of shares vested (in millions) $ $ $ |
Summary of stock option activity | Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (in thousands) Outstanding at January 30, 2016 $ Granted Exercised Forfeited Expired Outstanding at January 28, 2017 $ Years $ Vested and expected to vest at January 28, 2017 $ Years $ Exercisable at January 28, 2017 $ Years $ — |
Weighted-average assumptions used to calculate fair value of stock options | Fiscal Year 2016 2015 2014 Risk-free interest rates Expected lives 5.0 years 5.0 years 5.0 years Dividend yield Expected volatility |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
FAIR VALUE MEASUREMENTS | |
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total January 28, 2017— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ January 30, 2016— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ |
Schedule of fair value and carrying value of long-term debt | January 28, 2017 January 30, 2016 Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Long-term debt, including current portion $ $ $ $ (1) The carrying value of the long-term debt, including current portion is net of deferred financing costs of $22.1 million and $28.0 million as of January 28, 2017 and January 30, 2016, respectively. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
SEGMENT REPORTING | |
Net sales by brand and reportable segment | Fiscal Year 2016 2015 2014 Net sales: MW (1) $ $ $ Jos. A. Bank K&G Moores MW Cleaners Total retail segment Total corporate apparel segment Total net sales $ $ $ (1) MW includes Men’s Wearhouse and Men’s Wearhouse and Tux stores, tuxedo shops within Macy's and Joseph Abboud. |
Supplemental products and services sales information | The following table sets forth supplemental products and services sales information (in thousands): Fiscal Year 2016 2015 2014 Net sales: Men's tailored clothing product $ $ $ Men's non-tailored clothing product Women's clothing product Other Total retail clothing product Rental services Alteration services Retail dry cleaning services Total alteration and other services Corporate apparel clothing product Total net sales $ $ $ |
Operating income by reportable segment, shared service expense, and the reconciliation to earnings (loss) before income taxes | Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings (loss) before income taxes is as follows (in thousands): Fiscal Year 2016 2015 2014 Operating income (loss): Retail $ $ $ Corporate apparel Shared service expense Operating income (loss) Interest income Interest expense Gain (loss) on extinguishment of debt, net Earnings (loss) before income taxes $ $ $ |
Capital expenditures by reportable segment and shared services | Capital expenditures by reportable segment and shared services are as follows (in thousands): Fiscal Year 2016 2015 2014 Capital expenditures: Retail $ $ $ Corporate apparel Shared services Total capital expenditures $ $ $ |
Depreciation and amortization expense by reportable segment and shared services | Depreciation and amortization expense by reportable segment and shared services is as follows (in thousands): Fiscal Year 2016 2015 2014 Depreciation and amortization expense: Retail $ $ $ Corporate apparel Shared services Total depreciation and amortization expense $ $ $ |
Total assets by reportable segment and shared services | Total assets by reportable segment and shared services are as follows (in thousands): January 28, January 30, 2017 2016 Segment assets: Retail $ $ Corporate apparel Shared services (1) Total assets $ $ (1) Shared service assets consist primarily of cash and cash equivalents, assets related to our distribution network and tax-related assets. |
Net sales and long-lived assets by geographical areas | The tables below present information related to geographic areas in which we operate, with net sales classified based primarily on the geographic area where our customer is located (in thousands): Fiscal Year 2016 2015 2014 Net sales: U.S. $ $ $ International (1) Total net sales $ $ $ (1) Primarily in Canada and the UK. January 28, 2017 January 30, 2016 Long-lived assets, net (including rental product): U.S. $ $ International (1) Total long-lived assets $ $ (1) Primarily in Canada and the UK. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
COMMITMENTS AND CONTINGENCIES | |
Minimum future rental payments under non-cancelable operating leases | Minimum future rental payments under non‑cancelable operating leases as of January 28, 2017 for each of the next five years and in the aggregate are as follows (in thousands): Operating Fiscal Year Leases 2017 $ 2018 2019 2020 2021 Thereafter Total $ |
CONDENSED CONSOLIDATING FINAN42
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Condensed Consolidating Balance Sheet | T ailored Brands, Inc. Condensed Consolidating Balance Sheet January 28, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net Inventories — — Other current assets Total current assets Property and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries — — — Other assets — Total assets $ $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ $ $ $ $ $ Accrued expenses and other current liabilities Current portion of long-term debt — — — — Total current liabilities Long-term debt, net — — — — Deferred taxes and other liabilities — Shareholders' (deficit) equity Total liabilities and shareholders' (deficit) equity $ $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Balance Sheet January 30, 2016 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ $ $ $ — $ Accounts receivable, net — Inventories — — Other current assets — Total current assets Property and equipment, net — — Rental product, net — — Goodwill — — Intangible assets, net — — Investments in subsidiaries — — — Other assets — Total assets $ $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ — $ $ $ $ $ Accrued expenses and other current liabilities — Current portion of long-term debt — — — — Total current liabilities Long-term debt, net — — — — Deferred taxes and other liabilities Shareholders' (deficit) equity Total liabilities and shareholders' (deficit) equity $ $ $ $ $ $ |
Condensed Consolidating Statement of Earnings (Loss) | Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended January 28, 2017 Net sales $ — $ $ $ $ $ Cost of sales — Gross margin — — Operating expenses Operating (loss) income Other income and expenses, net — — — Interest income Interest expense Gain on extinguishment of debt, net — — — — (Loss) earnings before income taxes — (Benefit) provision for income taxes — (Loss) earnings before equity in net income of subsidiaries — Equity in earnings of subsidiaries — — — Net earnings (loss) $ $ $ $ $ $ Comprehensive income (loss) $ $ $ $ $ $ Year Ended January 30, 2016 Net sales $ — $ $ $ $ $ Cost of sales — Gross margin — — Operating expenses Operating (loss) income Other income and expenses, net — — — Interest income — Interest expense — Loss on extinguishment of debt, net — — — — (Loss) earnings before income taxes — (Benefit) provision for income taxes — (Loss) earnings before equity in net income of subsidiaries — Equity in earnings of subsidiaries — — — Net earnings (loss) Comprehensive income (loss) $ $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended January 31, 2015 Net sales $ — $ $ $ $ $ Cost of sales — Gross margin — — Operating expenses Operating (loss) income Other income and expenses, net — — — Interest income — Interest expense — Loss on extinguishment of debt, net — — — (Loss) earnings before income taxes — (Benefit) provision for income taxes — (Loss) earnings before equity in net income of subsidiaries — Equity in earnings of subsidiaries — — — Net (loss) earnings including non-controlling interest Net earnings attributable to non-controlling interest — — Net (loss) earnings attributable to common shareholders $ $ $ $ $ $ Comprehensive income (loss) $ $ $ $ $ $ |
Condensed Consolidating Statement of Cash Flows | Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 28, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ $ $ $ $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — Intercompany activities — — — — Proceeds from sale of property and equipment — — — Net cash used in investing activities — CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — — — — Proceeds from asset-based revolving credit facility — — — Payments on asset-based revolving credit facility — — — Repurchase and retirement of senior notes — — — — Intercompany activities — — — Cash dividends paid — — — — Proceeds from issuance of common stock — — — — Tax payments related to vested deferred stock units — — — — Excess tax benefits from share-based plans — — — — Net cash (used in) provided by financing activities — Effect of exchange rate changes — — — — Increase (decrease) in cash and cash equivalents — — Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ — $ $ $ $ — $ Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 30, 2016 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by operating activities $ $ $ $ $ $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — Intercompany activities — — — — Proceeds from sale of property and equipment — — — Net cash used in investing activities — CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — — — — Proceeds from asset-based revolving credit facility — — — — Payments on asset-based revolving credit facility — — — — Deferred financing costs — — — — Intercompany activities — — — Cash dividends paid — — — — Proceeds from issuance of common stock — — — — Tax payments related to vested deferred stock units — — — — Excess tax benefits from share-based plans — — — Repurchases of common stock — — — — Net cash (used in) provided by financing activities Effect of exchange rate changes — — — — (Decrease) increase in cash and cash equivalents — — Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ — $ $ $ $ — $ Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 31, 2015 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ $ $ $ $ $ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — — Acquisition of business, net of cash — — — Intercompany activities — — — — Proceeds from sale of property and equipment — — — — Net cash (used in) provided by investing activities — CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from new term loan — — — — Payments on term loan — — — — Proceeds from asset-based revolving credit facility — — — — Payments on asset-based revolving credit facility — — — — Proceeds from issuance of senior notes — — — — Intercompany activities — — — Cash dividends paid — — — — Proceeds from issuance of common stock — — — — Purchase of non-controlling interest — — — — Payments on previous term loan — — — — Deferred financing costs — — — — Tax payments related to vested deferred stock units — — — — Excess tax benefits from share-based plans — — — Repurchases of common stock — — — — Net cash (used in) provided by financing activities Effect of exchange rate changes — — — — Increase (decrease) in cash and cash equivalents — — Cash and cash equivalents at beginning of period — — Cash and cash equivalents at end of period $ — $ $ $ $ — $ |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Tables) | 12 Months Ended |
Jan. 28, 2017 | |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | |
Consolidated results of operations by quarter | The consolidated results of operations by quarter for fiscal 2016 and 2015 are presented below (in thousands, except per share amounts): Fiscal 2016 Quarters Ended April 30, July 30, October 29, January 28, 2016 (1) 2016 (2) 2016 (3) 2017 (4) Net sales $ $ $ $ Gross margin Net earnings (loss) $ $ $ $ Net earnings (loss) per common share allocated to common shareholders: Basic (5) $ $ $ $ Diluted (5) $ $ $ $ Fiscal 2015 Quarters Ended May 2, August 1, October 31, January 30, 2015 (6) 2015 (7) 2015 (8) 2016 (9) Net sales $ $ $ $ Gross margin Net earnings (loss) $ $ $ $ Net earnings (loss) per common share allocated to common shareholders: Basic (5) $ $ $ $ Diluted (5) $ $ $ $ (1) Includes pre-tax expenses of $16.5 million consisting primarily of restructuring and other charges of $13.2 million. (2) Includes pre-tax expenses of $39.4 million consisting primarily of restructuring and other charges of $35.0 million. (3) Includes pre-tax expenses of $12.3 million consisting primarily of restructuring and other charges of $10.9 million offset by a gain on extinguishment of debt of $1.8 million. (4) Includes pre-tax expenses of $28.2 million consisting primarily of asset impairment charges of $15.1 million and restructuring and other charges of $9.0 million. (5) Due to the method of calculating weighted-average shares outstanding, the sum of the quarterly per share amounts may not equal net earnings (loss) per common share allocated to common shareholders for the respective years. (6) Includes pre-tax expenses of $3.6 million consisting primarily of separation costs with former executives and $5.9 million of integration costs related to Jos. A. Bank. Also, includes loss on extinguishment of debt of $12.7 million. (7) Includes pre-tax expenses of $5.1 million primarily related to integration costs for Jos. A. Bank. (8) Includes pre-tax, non-cash tradename and other asset impairment charges of $91.5 million and $5.4 million of integration costs, primarily related to Jos. A. Bank partially offset by a $1.8 million pre-tax gain related to the sale of property. See Note 3 for additional information. (9) Includes pre-tax, non-cash goodwill, intangible and other asset impairment charges of $1,179.0 million related to Jos. A. Bank, $12.8 million related to restructuring and other charges and $3.4 million of integration and other costs primarily related to Jos. A. Bank. See Notes 3 and 4 for additional information. |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Organization and Business (Details) $ in Billions | Jan. 31, 2016 | Jun. 18, 2014USD ($) | Jan. 28, 2017storeitem | Jan. 30, 2016 | Jan. 31, 2015 | Jun. 30, 2015item |
Reorganization | ||||||
Share conversion ratio used in the Reorganization | 1 | |||||
Tuxed rental shops | ||||||
Number of tuxedo shops, contracted to be operated | 300 | |||||
Number of tuxedo shops, currently opened | 170 | |||||
Number of tuxedo shops, remaining to be opened | store | 130 | |||||
Fiscal period | ||||||
Length of fiscal year | 364 days | 364 days | 364 days | |||
Jos. A. Bank | ||||||
Acquisition | ||||||
Total cash consideration | $ | $ 1.8 | |||||
Maximum | ||||||
Fiscal period | ||||||
Length of fiscal year | 371 days | |||||
Minimum | ||||||
Fiscal period | ||||||
Length of fiscal year | 364 days |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Property and Equipment | |||
Depreciation expense | $ 110.4 | $ 117.9 | $ 102.8 |
Building | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Building | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 25 years | ||
Leasehold Improvements | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 5 years | ||
Leasehold Improvements | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Furniture, fixtures and equipment | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 2 years | ||
Furniture, fixtures and equipment | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 25 years |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Rental Product (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Rental Product | |||
Rental product amortization | $ 42,171 | $ 34,592 | $ 34,424 |
Maximum | |||
Rental Product | |||
Rental product useful life | 4 years |
SUMMARY OF SIGNIFICANT ACCOUN47
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Impairment of Long-Lived Assets | |||
Asset impairment charges | $ 19,358 | $ 27,480 | $ 302 |
Underperforming stores | |||
Impairment of Long-Lived Assets | |||
Asset impairment charges | 4,300 | ||
Shared services | |||
Impairment of Long-Lived Assets | |||
Impaired long-lived assets | 2,900 | ||
Fourth quarter fiscal 2015 initiatives | |||
Impairment of Long-Lived Assets | |||
Asset impairment charges | $ 23,100 | ||
Retail Segment | |||
Impairment of Long-Lived Assets | |||
Asset impairment charges | 16,500 | ||
Retail Segment | Tuxedo Shops | |||
Impairment of Long-Lived Assets | |||
Impairment on assets held for use | 14,000 | ||
Retail Segment | Fourth quarter fiscal 2015 initiatives | |||
Impairment of Long-Lived Assets | |||
Asset impairment charges | $ 2,500 |
SUMMARY OF SIGNIFICANT ACCOUN48
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Various Policies (Details) | 12 Months Ended | ||
Jan. 28, 2017USD ($)item | Jan. 30, 2016USD ($) | Jan. 31, 2015USD ($) | |
Sabbatical Leave | |||
Accrued liability | $ 6,100,000 | $ 11,800,000 | |
Gift Cards and Gift Card Breakage | |||
Pre-tax breakage income recognized | $ 2,900,000 | 2,700,000 | $ 2,300,000 |
Loyalty Program | |||
Loyalty point threshold | item | 500 | ||
Amount of rewards certificates | $ 50 | ||
Period after which reward certificates earned must be redeemed | 6 months | ||
Accrued liability for loyalty program reward certificates | $ 9,840,000 | $ 9,215,000 |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Operating Leases (Details) | 12 Months Ended |
Jan. 28, 2017 | |
Operating Leases | |
General lease commencement | 60 days |
Minimum | |
Operating Leases | |
Term of the lease | 5 years |
Maximum | |
Operating Leases | |
Term of the lease | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN50
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share-Based Compensation and NCI (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Oct. 04, 2014 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Share-Based Compensation | ||||
Share-based compensation expense | $ 17.4 | $ 14.8 | $ 16.5 | |
Total income tax benefit recognized in net (loss) earnings for share-based compensation arrangements | $ 6.8 | $ 5.8 | $ 6.4 | |
Non-Controlling Interest | ||||
Purchase of remaining interest in UK operations (as a percent) | 14.00% | 14.00% |
ACQUISITIONS - Jos. A. Bank (De
ACQUISITIONS - Jos. A. Bank (Details) - USD ($) $ in Thousands | Jun. 18, 2014 | May 31, 2016 | Apr. 30, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 |
Reorganization | |||||||||
(Gain) loss on extinguishment of debt, net | $ (1,800) | $ 12,700 | $ (1,737) | $ 12,675 | $ 2,158 | ||||
Term Loan | |||||||||
Reorganization | |||||||||
(Gain) loss on extinguishment of debt, net | $ 900 | ||||||||
Senior Notes | |||||||||
Reorganization | |||||||||
(Gain) loss on extinguishment of debt, net | (2,600) | ||||||||
2014 Credit Facilities | Term Loan | |||||||||
Reorganization | |||||||||
(Gain) loss on extinguishment of debt, net | $ 12,700 | ||||||||
Deferred financing costs | $ 3,600 | ||||||||
Jos. A. Bank | |||||||||
Reorganization | |||||||||
Percentage of voting rights acquired | 100.00% | ||||||||
Total consideration | $ 1,800,000 | ||||||||
Integration and other costs | $ 5,400 | $ 5,900 | 8,800 | 18,700 | 40,400 | ||||
Acquisition-related costs | 54,600 | ||||||||
Deferred financing costs | 51,100 | ||||||||
Jos. A. Bank | Cost of sales | |||||||||
Reorganization | |||||||||
Integration and other costs | $ 2,100 | $ 900 | $ 10,600 | ||||||
Jos. A. Bank | Senior Notes | |||||||||
Reorganization | |||||||||
Amount borrowed | 600,000 | ||||||||
Jos. A. Bank | 2014 Credit Facilities | Term Loan | |||||||||
Reorganization | |||||||||
Amount borrowed | $ 1,100,000 |
ACQUISITIONS - Jos. A. Bank - P
ACQUISITIONS - Jos. A. Bank - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jun. 18, 2014 | Jan. 31, 2015 | Jan. 28, 2017 | Jan. 30, 2016 |
Fair values of the identifiable assets acquired and liabilities assumed | ||||
Goodwill | $ 887,936 | $ 117,026 | $ 118,586 | |
Total purchase price, net of cash acquired | $ 1,491,393 | |||
Jos. A. Bank | ||||
Fair values of the identifiable assets acquired and liabilities assumed | ||||
Cash | $ 328,900 | |||
Accounts receivable | 8,300 | |||
Inventories | 328,000 | |||
Other current assets | 56,400 | |||
Property and equipment | 165,300 | |||
Goodwill | 769,000 | |||
Intangible assets | 622,200 | |||
Accounts payable, accrued expenses and other current liabilities | (155,000) | |||
Other liabilities (mainly deferred income taxes) | (302,800) | |||
Total purchase price | 1,820,300 | |||
Less: Cash acquired | (328,900) | |||
Total purchase price, net of cash acquired | $ 1,491,400 |
ACQUISITIONS - Jos. A. Bank - A
ACQUISITIONS - Jos. A. Bank - Additional Info. (Details) - Jos. A. Bank $ / shares in Units, $ in Thousands | Jun. 18, 2014USD ($)item | Jan. 31, 2015USD ($) | Jan. 31, 2015USD ($)$ / shares |
Acquisition | |||
Number of separately identified intangible assets acquired | item | 4 | ||
Fair value of trade name | $ 539,100 | ||
Net sales from acquisition date | $ 684,000 | ||
Net earnings from acquisition date | 3,500 | ||
Unaudited pro forma consolidated financial information | |||
Total net sales | $ 3,596,820 | ||
Net earnings attributable to common shareholders | $ 50,439 | ||
Net earnings per common share allocated to common shareholders: | |||
Basic (in dollars per share) | $ / shares | $ 1.05 | ||
Diluted (in dollars per share) | $ / shares | $ 1.04 | ||
Acquisition integration costs | $ 34,500 | ||
Pre-tax integration costs | |||
Acquisition | |||
Net earnings from acquisition date | (14,600) | ||
Pre-tax purchase accounting adjustments | |||
Acquisition | |||
Net earnings from acquisition date | $ (38,900) | ||
Customer relationships | |||
Acquisition | |||
Intangibles assets | $ 54,000 | ||
Estimated useful lives of intangibles | 7 years | ||
Favorable leases | |||
Acquisition | |||
Intangibles assets | $ 24,400 | ||
Estimated useful lives of intangibles | 11 years 6 months | ||
Franchise store agreements | |||
Acquisition | |||
Intangibles assets | $ 4,700 | ||
Estimated useful lives of intangibles | 25 years |
GOODWILL AND INTANGIBLE ASSET54
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2017 | Jan. 30, 2016 | |
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | $ 118,586 | $ 887,936 |
Adjustments to purchase price allocation of acquired businesses | 3,062 | |
Goodwill impairment charge | (769,021) | |
Translation adjustment | (1,560) | (3,391) |
Balance at the end of the period | 117,026 | 118,586 |
Retail Segment | ||
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | 93,201 | 861,180 |
Adjustments to purchase price allocation of acquired businesses | 3,062 | |
Goodwill impairment charge | (769,021) | |
Translation adjustment | 1,310 | (2,020) |
Balance at the end of the period | 94,511 | 93,201 |
Accumulated goodwill impairment | 778,500 | 778,500 |
Corporate Apparel Segment | ||
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | 25,385 | 26,756 |
Translation adjustment | (2,870) | (1,371) |
Balance at the end of the period | $ 22,515 | $ 25,385 |
GOODWILL AND INTANGIBLE ASSET55
GOODWILL AND INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 |
Amortizable intangible assets: | ||
Carrying amount | $ 55,275 | $ 60,096 |
Accumulated amortization | (27,820) | (25,926) |
Total amortizable intangible assets, net | 27,455 | 34,170 |
Indefinite-lived intangible assets: | ||
Trademarks and tradename | 144,204 | 144,340 |
Total intangible assets, net | 171,659 | 178,510 |
Trademarks, tradenames and franchise agreements | ||
Amortizable intangible assets: | ||
Carrying amount | 15,966 | 16,292 |
Accumulated amortization | (10,055) | (9,728) |
Favorable leases | ||
Amortizable intangible assets: | ||
Carrying amount | 13,826 | 14,675 |
Accumulated amortization | (3,961) | (2,739) |
Customer relationships | ||
Amortizable intangible assets: | ||
Carrying amount | 25,483 | 29,129 |
Accumulated amortization | $ (13,804) | $ (13,459) |
GOODWILL AND INTANGIBLE ASSET56
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Intangible asset amortization expense | |||
Pre-tax amortization expense associated with intangible assets | $ 4.8 | $ 14.4 | $ 9.9 |
Pre-tax amortization expense estimated for fiscal year 2017 | 4.2 | ||
Pre-tax amortization expense estimated for fiscal year 2018 | 3.9 | ||
Pre-tax amortization expense estimated for fiscal year 2019 | 3.7 | ||
Pre-tax amortization expense estimated for fiscal year 2020 | 3.6 | ||
Pre-tax amortization expense estimated for fiscal year 2021 | $ 3.5 |
GOODWILL AND INTANGIBLE ASSET57
GOODWILL AND INTANGIBLE ASSETS - Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 30, 2016 | Jan. 28, 2017 | |
Impairment of Long-Lived Assets | ||
Carrying value of indefinite-lived intangible assets | $ 144,340 | $ 144,204 |
Carrying value of finite-lived intangible assets | 34,170 | $ 27,455 |
Goodwill impairment charge | 769,021 | |
Total goodwill and intangible asset impairment charges | 1,243,354 | |
Retail Segment | ||
Impairment of Long-Lived Assets | ||
Goodwill impairment charge | 769,021 | |
Retail Segment | Jos. A. Bank | ||
Impairment of Long-Lived Assets | ||
Goodwill impairment charge | 769,021 | |
Total goodwill and intangible asset impairment charges | 1,243,354 | |
Retail Segment | Jos. A. Bank | Customer relationships | ||
Impairment of Long-Lived Assets | ||
Customer relationship and favorable lease impairment charge | 41,474 | |
Retail Segment | Jos. A. Bank | Favorable leases | ||
Impairment of Long-Lived Assets | ||
Customer relationship and favorable lease impairment charge | 6,959 | |
Retail Segment | Tradenames | Jos. A. Bank | ||
Impairment of Long-Lived Assets | ||
Carrying value of indefinite-lived intangible assets | 113,200 | |
Tradename impairment charge | $ 425,900 |
RESTRUCTURING AND OTHER CHARG58
RESTRUCTURING AND OTHER CHARGES - Store Closures and Charges Incurred (Details) | 12 Months Ended |
Jan. 28, 2017store | |
Fourth quarter fiscal 2015 initiatives | |
Restructuring and Other Charges | |
Number of stores expected to be closed in fiscal 2016 | 250 |
Closure of underperforming stores | Jos. A. Bank | |
Restructuring and Other Charges | |
Number of stores closed in fiscal 2016 | 75 |
Exiting of the outlet/factory business | MW and Jos. A. Bank | |
Restructuring and Other Charges | |
Number of stores closed in fiscal 2016 | 56 |
Store closures resulting from the rollout of shops within Macy's stores | MW | |
Restructuring and Other Charges | |
Number of stores closed in fiscal 2016 | 102 |
RESTRUCTURING AND OTHER CHARG59
RESTRUCTURING AND OTHER CHARGES - Charges Incurred (Details) - Fourth quarter fiscal 2015 initiatives - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2017 | Jan. 30, 2016 | |
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | $ 68,087 | $ 41,463 |
Cumulative restructuring charges | ||
Cumulative pre-tax restructuring and other charges | 109,550 | |
Lease termination costs | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 43,116 | |
Cumulative restructuring charges | ||
Cumulative pre-tax restructuring and other charges | 43,116 | |
Store asset impairment charges and accelerated depreciation | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 1,734 | 23,146 |
Cumulative restructuring charges | ||
Cumulative pre-tax restructuring and other charges | 24,880 | |
Consulting costs | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 15,074 | 918 |
Cumulative restructuring charges | ||
Cumulative pre-tax restructuring and other charges | 15,992 | |
Inventory reserve charges | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 11,008 | |
Cumulative restructuring charges | ||
Cumulative pre-tax restructuring and other charges | 11,008 | |
Favorable lease impairment charges | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 5,533 | |
Cumulative restructuring charges | ||
Cumulative pre-tax restructuring and other charges | 5,533 | |
Severance and employee-related costs | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 6,103 | |
Cumulative restructuring charges | ||
Cumulative pre-tax restructuring and other charges | 6,103 | |
Other costs | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | 2,060 | $ 858 |
Cumulative restructuring charges | ||
Cumulative pre-tax restructuring and other charges | $ 2,918 |
RESTRUCTURING AND OTHER CHARG60
RESTRUCTURING AND OTHER CHARGES - Summary, Additional Info. (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Restructuring and Other Charges | |||
Asset impairment charges | $ 19,358 | $ 27,480 | $ 302 |
Goodwill and intangible asset impairment charges | 1,243,354 | ||
Retail Segment | |||
Restructuring and Other Charges | |||
Pre-tax restructuring and other charges | 49,000 | 39,900 | |
Asset impairment charges | 16,500 | ||
Cumulative restructuring charges | |||
Cumulative pre-tax restructuring and other charges | 88,900 | ||
Fourth quarter fiscal 2015 initiatives | |||
Restructuring and Other Charges | |||
Pre-tax restructuring and other charges | 68,087 | 41,463 | |
Asset impairment charges | 23,100 | ||
Goodwill and intangible asset impairment charges | 5,500 | ||
Cumulative restructuring charges | |||
Cumulative pre-tax restructuring and other charges | 109,550 | ||
Fourth quarter fiscal 2015 initiatives | Retail Segment | |||
Restructuring and Other Charges | |||
Asset impairment charges | 2,500 | ||
Selling, general and administrative expenses | Fourth quarter fiscal 2015 initiatives | |||
Restructuring and Other Charges | |||
Pre-tax restructuring and other charges | 71,900 | 1,800 | |
Cost of sales | Fourth quarter fiscal 2015 initiatives | |||
Restructuring and Other Charges | |||
Pre-tax restructuring and other charges | $ 3,800 | $ 11,000 |
RESTRUCTURING AND OTHER CHARG61
RESTRUCTURING AND OTHER CHARGES - Additional Info. (Details) $ in Thousands | 12 Months Ended | 15 Months Ended |
Jan. 28, 2017USD ($) | Jan. 28, 2017USD ($) | |
Restructuring and Other Charges | ||
Payments for Restructuring | $ 62,224 | |
Fourth quarter fiscal 2015 initiatives | ||
Restructuring and Other Charges | ||
Pre-tax restructuring and other charges | $ 109,550 | $ 109,550 |
Payments for Restructuring | $ 68,100 |
RESTRUCTURING AND OTHER CHARG62
RESTRUCTURING AND OTHER CHARGES - Rollforward (Details) $ in Thousands | 12 Months Ended |
Jan. 28, 2017USD ($) | |
Summary of pre-tax and other charges | |
Beginning Balance | $ 1,776 |
Charges, excluding non-cash items | 66,353 |
Payments | (62,224) |
Ending Balance | 5,905 |
Severance and employee-related costs | |
Summary of pre-tax and other charges | |
Charges, excluding non-cash items | 6,103 |
Payments | (5,117) |
Ending Balance | 986 |
Lease termination costs | |
Summary of pre-tax and other charges | |
Charges, excluding non-cash items | 43,116 |
Payments | (38,282) |
Ending Balance | 4,834 |
Consulting costs | |
Summary of pre-tax and other charges | |
Beginning Balance | 918 |
Charges, excluding non-cash items | 15,074 |
Payments | (15,932) |
Ending Balance | 60 |
Other costs | |
Summary of pre-tax and other charges | |
Beginning Balance | 858 |
Charges, excluding non-cash items | 2,060 |
Payments | (2,893) |
Ending Balance | $ 25 |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Numerator | |||||||||||
Net earnings (loss) | $ (30,089) | $ 28,433 | $ 24,975 | $ 1,637 | $ (1,057,713) | $ (27,154) | $ 47,779 | $ 10,369 | $ 24,956 | $ (1,026,719) | $ (387) |
Net earnings allocated to participating securities (restricted stock and deferred stock units) - basic | (28) | ||||||||||
Net earnings allocated to participating securities (restricted stock and deferred stock units) - diluted | (28) | ||||||||||
Net earnings (loss) allocated to common shareholders - basic | 24,928 | (1,026,719) | (387) | ||||||||
Net earnings (loss) allocated to common shareholders - diluted | $ 24,928 | $ (1,026,719) | $ (387) | ||||||||
Denominator | |||||||||||
Basic weighted-average common shares outstanding (in shares) | 48,607 | 48,288 | 47,899 | ||||||||
Dilutive effect of share-based awards (in shares) | 179 | ||||||||||
Diluted weighted-average common shares outstanding (in shares) | 48,786 | 48,288 | 47,899 | ||||||||
Net earnings (loss) per common share allocated to common shareholders: | |||||||||||
Basic (in dollars per share) | $ (0.62) | $ 0.58 | $ 0.51 | $ 0.03 | $ (21.86) | $ (0.56) | $ 0.99 | $ 0.22 | $ 0.51 | $ (21.26) | $ (0.01) |
Diluted (in dollars per share) | $ (0.62) | $ 0.58 | $ 0.51 | $ 0.03 | $ (21.86) | $ (0.56) | $ 0.98 | $ 0.21 | $ 0.51 | $ (21.26) | $ (0.01) |
EARNINGS (LOSS) PER SHARE - Ant
EARNINGS (LOSS) PER SHARE - Anti-dilutive Shares (Details) - shares shares in Millions | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Stock Options | |||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | |||
Anti-dilutive shares of common stock excluded from the calculation of diluted earnings (loss) per common share (in shares) | 1.6 | 0.4 | 0.2 |
DEBT - Terms and Activity (Deta
DEBT - Terms and Activity (Details) - USD ($) $ in Thousands | Jun. 18, 2014 | May 31, 2016 | Apr. 30, 2015 | Oct. 29, 2016 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 |
Debt | ||||||||
Maximum quarterly dividends on common stock per debt covenants | $ 10,000 | |||||||
Mandatory excess cash flow prepayment | $ 4,600 | |||||||
Variable interest rate basis | adjusted LIBOR for a one-month period | |||||||
Gain (loss) on extinguishment of debt, net | $ 1,800 | $ (12,700) | $ 1,737 | $ (12,675) | $ (2,158) | |||
Jos. A. Bank | ||||||||
Debt | ||||||||
Purchase price for the acquisition | $ 1,800,000 | |||||||
Deferred financing costs | 51,100 | |||||||
Term Loan | ||||||||
Debt | ||||||||
Gain (loss) on extinguishment of debt, net | $ (900) | |||||||
Senior Notes | ||||||||
Debt | ||||||||
Aggregate principal amount of debt issued | 600,000 | $ 600,000 | ||||||
Interest rate (as a percent) | 7.00% | |||||||
Gain (loss) on extinguishment of debt, net | $ 2,600 | |||||||
Repurchased and retired | 25,000 | |||||||
Gain upon repurchase | 3,100 | |||||||
Unamortized deferred financing costs | $ 500 | |||||||
Senior Notes | Upon the occurrence of certain specific changes of control | ||||||||
Debt | ||||||||
Redemption price as a percentage of the principal amount of debt | 101.00% | |||||||
Senior Notes | At any time prior to July 1, 2017 | ||||||||
Debt | ||||||||
Redemption period end date | Jul. 1, 2017 | |||||||
Redemption price as a percentage of the principal amount of debt | 100.00% | |||||||
Percentage of original aggregate principal amount redeemable with proceeds of equity offerings | 35.00% | |||||||
Redemption price as percentage of principal amount of debt, using proceeds from equity offerings | 107.00% | |||||||
Term Loan and Senior Notes | ||||||||
Debt | ||||||||
Deferred financing costs | $ 22,131 | 27,967 | ||||||
2014 Credit Facilities | Term Loan | ||||||||
Debt | ||||||||
Aggregate principal amount of debt issued | 1,100,000 | |||||||
Unamortized OID | 11,000 | $ 4,100 | $ 5,400 | |||||
Mandatory excess cash flow prepayment | $ 35,500 | |||||||
Total variable interest rate (as a percent) | 4.50% | |||||||
Portion of term loan refinanced at a fixed rate | $ 400,000 | |||||||
Fixed rate on refinanced amount (as a percent) | 5.00% | |||||||
Deferred financing costs | $ 3,600 | |||||||
Gain (loss) on extinguishment of debt, net | $ (12,700) | |||||||
Weighted average interest rate (as a percent) | 4.90% | |||||||
2014 Credit Facilities | Term Loan | LIBOR | ||||||||
Debt | ||||||||
Actual LIBOR rate (as a percent) | 0.78% | |||||||
LIBOR floor rate (as a percent) | 1.00% | |||||||
Base rate margin (as a percent) | 3.50% | |||||||
2014 Credit Facilities | ABL Facility | ||||||||
Debt | ||||||||
Credit facility | 500,000 | $ 500,000 | ||||||
Amount drawn | 340,000 | 0 | ||||||
Total credit facility with expansion feature | 650,000 | |||||||
Letters of credit issued and outstanding | 29,400 | |||||||
Borrowings available under credit facility | $ 414,800 | |||||||
2014 Credit Facilities | ABL Facility | LIBOR | ||||||||
Debt | ||||||||
Base rate margin (as a percent) | 1.00% | |||||||
2014 Credit Facilities | ABL Facility | Federal funds rate | ||||||||
Debt | ||||||||
Base rate margin (as a percent) | 0.50% | |||||||
2014 Credit Facilities | ABL Facility | Minimum | ||||||||
Debt | ||||||||
Fees on amounts available to be drawn (as a percent) | 1.50% | |||||||
Fees on unused commitments (as a percent) | 0.25% | |||||||
2014 Credit Facilities | ABL Facility | Maximum | ||||||||
Debt | ||||||||
Maximum borrowing outstanding under the ABL Facility during the period | $ 68,500 | |||||||
Varying interest rate margin (as a percent) | 2.00% | |||||||
Fees on amounts available to be drawn (as a percent) | 2.00% | |||||||
Fees on unused commitments (as a percent) | 0.375% | |||||||
Previous Credit Agreement | ||||||||
Debt | ||||||||
Repayment of obligations | $ 95,000 | |||||||
Gain (loss) on extinguishment of debt, net | $ (2,200) |
DEBT - Components (Details)
DEBT - Components (Details) - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 | Apr. 30, 2015 | Jun. 18, 2014 |
Debt | ||||
Total long-term debt, net | $ 1,595,529 | $ 1,655,924 | ||
Current portion of long-term debt | (13,379) | (42,451) | ||
Total long-term debt, net of current portion | 1,582,150 | 1,613,473 | ||
Senior Notes | ||||
Debt | ||||
Long-term debt | 575,000 | 600,000 | ||
Term Loan and Senior Notes | ||||
Debt | ||||
Less: Deferred financing costs related to the Term Loan and Senior Notes | (22,131) | (27,967) | ||
2014 Credit Facilities | Term Loan | ||||
Debt | ||||
Unamortized OID | 4,100 | 5,400 | $ 11,000 | |
Long-term debt | $ 1,042,660 | $ 1,083,891 | ||
Less: Deferred financing costs related to the Term Loan and Senior Notes | $ (3,600) |
DEBT - Maturities (Details)
DEBT - Maturities (Details) - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 |
Principal payments due on long-term debt | ||
2,017 | $ 13,379 | |
2,018 | 7,000 | |
2,019 | 5,250 | |
2,020 | 7,000 | |
2,021 | 1,014,170 | |
Thereafter | 575,000 | |
Total long-term debt | 1,621,799 | |
Deferred financing costs and unamortized OID | (26,270) | |
Total long-term debt, net | $ 1,595,529 | $ 1,655,924 |
INCOME TAXES - Earnings before
INCOME TAXES - Earnings before Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Earnings (loss) before income taxes | |||
United States | $ (9,986) | $ (1,242,022) | $ (44,346) |
Foreign | 41,567 | 46,261 | 49,722 |
Earnings (loss) before income taxes | $ 31,581 | $ (1,195,761) | $ 5,376 |
INCOME TAXES - Components (Deta
INCOME TAXES - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Current tax expense (benefit): | |||
Federal | $ 18,545 | $ 5,615 | $ 7,328 |
State | 912 | 1,877 | (975) |
Foreign | 11,156 | 8,307 | 12,225 |
Deferred tax (benefit) expense: | |||
Federal and state | (23,135) | (185,440) | (12,450) |
Foreign | (853) | 599 | (657) |
Total | 6,625 | $ (169,042) | $ 5,471 |
Cumulative undistributed earnings of foreign companies | 307,800 | ||
Potential deferred tax liability associated with cumulative undistributed earnings | $ 43,700 |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Effective tax rate reconciliation | |||
Federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit (as a percent) | (5.60%) | 2.00% | 2.20% |
Uncertain tax positions ( as a percent) | 1.00% | (0.10%) | (0.60%) |
Foreign tax rate differential (as a percent) | (14.30%) | 0.50% | (85.00%) |
Amortizable tax goodwill (as a percent) | (5.00%) | 0.10% | (32.50%) |
Goodwill impairment (as a percent) | (22.50%) | ||
Non-deductible transaction cost (as a percent) | 187.80% | ||
Valuation allowance (as a percent) | 10.30% | (0.50%) | (10.70%) |
Tax credits (as a percent) | 3.40% | ||
Adjustments to net tax accruals (as a percent) | 4.40% | (0.50%) | |
Other (as a percent) | (1.40%) | 0.10% | 5.60% |
Effective income tax rate (as a percent) | 21.00% | 14.10% | 101.80% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 |
Deferred tax assets: | ||
Accrued rent and other expenses | $ 53,851 | $ 55,623 |
Accrued compensation | 28,530 | 28,822 |
Accrued inventory markdowns | 8,330 | 11,778 |
Other | 2,902 | 2,255 |
Tax loss and other carryforwards | 23,361 | 24,955 |
Total deferred tax assets | 116,974 | 123,433 |
Valuation allowance | (9,830) | (6,185) |
Net deferred tax assets | 107,144 | 117,248 |
Deferred tax liabilities: | ||
Property and equipment | (79,217) | (99,846) |
Capitalized inventory costs | (30,977) | (40,621) |
Intangibles | (65,776) | (65,329) |
Other | (1,770) | (2,579) |
Total deferred tax liabilities | (177,740) | (208,375) |
Net deferred tax liabilities | $ (70,596) | $ (91,127) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 28, 2017 | Jan. 30, 2016 | |
INCOME TAXES | ||
Accrued interest related to uncertain tax positions | $ 1,500 | $ 1,100 |
Summary of uncertain tax positions | ||
Gross uncertain tax positions, beginning balance | 20,868 | 19,776 |
Increase in tax positions for prior years | 2,343 | 24 |
Decrease in tax positions for prior years | (2,321) | |
Increase in tax positions due to business combinations | 1,193 | |
Lapse from statute of limitations | (1,440) | (125) |
Gross uncertain tax positions, ending balance | 19,450 | $ 20,868 |
Unrecognized tax benefits that would impact effective tax rate | $ 19,400 |
INCOME TAXES - Operating Loss C
INCOME TAXES - Operating Loss Carryforwards (Details) $ in Millions | Jan. 28, 2017USD ($) |
Federal | |
NOL carryforwards | |
NOL carryforwards | $ 15.8 |
State | |
NOL carryforwards | |
NOL carryforwards | 146.6 |
Foreign | |
NOL carryforwards | |
NOL carryforwards | $ 3 |
INCOME TAXES - Tax Credit Carry
INCOME TAXES - Tax Credit Carryforwards (Details) $ in Millions | Jan. 28, 2017USD ($) |
Foreign | |
Tax credit carryforwards | |
Tax credit carryforwards | $ 0.7 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 |
INVENTORIES | ||
Finished goods | $ 846,585 | $ 919,623 |
Raw materials and merchandise components | 108,927 | 102,881 |
Total inventories | $ 955,512 | $ 1,022,504 |
OTHER CURRENT ASSETS, ACCRUED76
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 |
Other current assets | |||
Prepaid expenses | $ 47,057 | $ 46,134 | |
Tax receivable | 15,794 | 85,153 | |
Other | 10,751 | 12,259 | |
Total other current assets | 73,602 | 143,546 | |
Accrued expenses and other current liabilities | |||
Accrued salary, bonus, sabbatical, vacation and other benefits | 72,589 | 75,373 | |
Unredeemed gift certificates | 40,865 | 40,884 | |
Accrued workers compensation and medical costs | 31,609 | 30,877 | |
Sales, value added, payroll, property and other taxes payable | 31,188 | 27,505 | |
Customer deposits, prepayments and refunds payable | 28,384 | 25,218 | |
Accrued interest | 15,457 | 16,282 | |
Cash dividends declared | 9,842 | 9,150 | $ 8,987 |
Loyalty program reward certificates | 9,840 | 9,215 | |
Lease termination and other store closure costs | 4,834 | ||
Accrued royalties | 3,720 | 3,727 | |
Other | 19,571 | 18,531 | |
Total accrued expenses and other current liabilities | 267,899 | 256,762 | |
Deferred taxes and other liabilities | |||
Deferred and other income tax liabilities | 92,079 | 112,469 | |
Deferred rent and landlord incentives | 61,215 | 66,075 | |
Unfavorable lease liabilities | 4,693 | 8,279 | |
Other | 5,433 | 7,782 | |
Total deferred taxes and other liabilities | $ 163,420 | $ 194,605 |
ACCUMULATED OTHER COMPREHENSI77
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the year | $ (100,086) | $ 969,789 | $ 1,023,149 |
Net other comprehensive (loss) income | (11,597) | (22,815) | (32,982) |
Balance at the end of the year | (107,618) | (100,086) | 969,789 |
Accumulated Other Comprehensive (Loss) Income | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the year | (28,486) | (5,671) | 27,311 |
Other comprehensive (loss) income before reclassifications | (12,906) | (24,039) | (33,381) |
Amounts reclassified from accumulated other comprehensive (loss) income | 1,309 | 1,224 | 399 |
Net other comprehensive (loss) income | (11,597) | (22,815) | (32,982) |
Balance at the end of the year | (40,083) | (28,486) | (5,671) |
Foreign Currency Translation | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the year | (26,659) | (4,232) | 27,710 |
Other comprehensive (loss) income before reclassifications | (13,546) | (22,427) | (31,942) |
Net other comprehensive (loss) income | (13,546) | (22,427) | (31,942) |
Balance at the end of the year | (40,205) | (26,659) | (4,232) |
Interest Rate Swap | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the year | (2,007) | (1,665) | (399) |
Other comprehensive (loss) income before reclassifications | 616 | (1,566) | (1,665) |
Amounts reclassified from accumulated other comprehensive (loss) income | 1,309 | 1,224 | 399 |
Net other comprehensive (loss) income | 1,925 | (342) | (1,266) |
Balance at the end of the year | (82) | (2,007) | (1,665) |
Pension Plan | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the year | 180 | 226 | |
Other comprehensive (loss) income before reclassifications | 24 | (46) | 226 |
Net other comprehensive (loss) income | 24 | (46) | 226 |
Balance at the end of the year | $ 204 | $ 180 | $ 226 |
DIVIDENDS (Details)
DIVIDENDS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 31, 2015 | Nov. 01, 2014 | Aug. 02, 2014 | May 03, 2014 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
DIVIDENDS | |||||||||||||||
Cash dividends paid | $ 35,240 | $ 34,980 | $ 34,785 | ||||||||||||
Cash dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.72 | $ 0.72 | $ 0.72 |
SHARE REPURCHASES, TREASURY S79
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST - Share Repurchases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Restricted Stock | |||
Share Repurchases | |||
Shares repurchased in private transactions to satisfy minimum tax withholding obligations | 5,799 | 5,349 | |
March 2013 authorization | |||
Share Repurchases | |||
Remaining balance available | $ 48 | ||
Shares repurchased and held in treasury | 0 | 0 | 0 |
SHARE REPURCHASES, TREASURY S80
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST - Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Change in treasury shares | |||
Beginning Balance | 120,291 | 129,095 | |
Reissuance of common stock | (120,291) | (8,804) | (8,805) |
Retirement of common stock | (120,291) | (100) | |
Ending Balance | 120,291 | 129,095 | |
Average price of treasury stock (in dollars per share) | $ 24.73 | ||
Treasury Stock, Value | $ 2,974 |
SHARE REPURCHASES, TREASURY S81
SHARE REPURCHASES, TREASURY STOCK AND NON-CONTROLLING INTEREST - Non-Controlling Interest (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Oct. 04, 2014 | Jan. 31, 2015 | |
Non-Controlling Interest | ||
Interest purchased from minority interest holders (as a percent) | 14.00% | 14.00% |
Increase in capital in excess of par due to purchase of non-controlling interest | $ 7,249 | |
Cash consideration paid to former minority interest holders | $ 6,651 |
EQUITY AND SHARE-BASED COMPEN82
EQUITY AND SHARE-BASED COMPENSATION PLANS - Preferred Stock (Details) - shares | Jan. 28, 2017 | Jan. 30, 2016 |
Preferred Stock | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
EQUITY AND SHARE-BASED COMPEN83
EQUITY AND SHARE-BASED COMPENSATION PLANS - Stock Plans (Details) | 12 Months Ended |
Jan. 28, 2017shares | |
Stock Options | |
Stock Plans | |
Exercise period from date of grant | 10 years |
2004 Plan | |
Stock Plans | |
Maximum number of common stock shares that may be granted | 6,400,000 |
Number of shares available for grant | 5,897,273 |
Existing Plans | |
Stock Plans | |
Number of shares reserved for future issuance | 8,677,876 |
EQUITY AND SHARE-BASED COMPEN84
EQUITY AND SHARE-BASED COMPENSATION PLANS - Vesting and Awards Other than Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Additional information | |||
Fair value of shares vested | $ 11.1 | $ 10.2 | $ 13.8 |
Non-Vested Deferred Stock Units and Restricted Stock Shares | |||
Share-based compensation | |||
Certain grants vesting period, maximum | 10 years | ||
Unrecognized compensation cost | |||
Unrecognized compensation cost | $ 22.7 | ||
Compensation recognition period | 1 year 7 months 6 days | ||
Non-Vested Deferred Stock Units and Restricted Stock Shares | Minimum | |||
Share-based compensation | |||
Vesting period | 1 year | ||
Non-Vested Deferred Stock Units and Restricted Stock Shares | Maximum | |||
Share-based compensation | |||
Vesting period | 3 years | ||
Deferred stock units | |||
Shares | |||
Granted (in shares) | 1,315,140 | 397,811 | 352,636 |
Weighted-Average Grant-Date Fair Value | |||
Granted (in dollars per share) | $ 18.61 | $ 53.03 | $ 49.21 |
Additional information | |||
Shares relinquished for tax withholding | 76,485 | ||
Intrinsic value of nonvested shares | $ 31.6 | ||
Time-Based DSUs | |||
Shares | |||
Non-Vested at the beginning of the period (in shares) | 478,106 | ||
Granted (in shares) | 866,520 | ||
Vested (in shares) | (231,267) | ||
Forfeited (in shares) | (51,394) | ||
Non-Vested at the end of the period (in shares) | 1,061,965 | 478,106 | |
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $ 49.60 | ||
Granted (in dollars per share) | 17.12 | ||
Vested (in dollars per share) | 47.85 | ||
Forfeited (in dollars per share) | 31.84 | ||
Non-Vested at the end of the period (in dollars per share) | $ 24.31 | $ 49.60 | |
Time-Based DSUs | Awards granted prior to April 3, 2013 | |||
Shares | |||
Non-Vested at the end of the period (in shares) | 11,288 | ||
Performance-Based DSUs, including performance units | |||
Shares | |||
Non-Vested at the beginning of the period (in shares) | 168,656 | ||
Granted (in shares) | 448,620 | ||
Forfeited (in shares) | (93,328) | ||
Non-Vested at the end of the period (in shares) | 523,948 | 168,656 | |
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $ 47.87 | ||
Granted (in dollars per share) | 21.51 | ||
Forfeited (in dollars per share) | 31.16 | ||
Non-Vested at the end of the period (in dollars per share) | $ 28.28 | $ 47.87 | |
Performance-based DSUs | |||
Shares | |||
Granted (in shares) | 258,168 | ||
Performance units | |||
Share-based compensation | |||
Number of shares of common stock received for each performance share | 1 | ||
Shares | |||
Granted (in shares) | 190,452 | ||
Restricted Stock | |||
Shares | |||
Non-Vested at the beginning of the period (in shares) | 33,157 | ||
Granted (in shares) | 18,646 | 33,157 | 30,166 |
Vested (in shares) | (14,925) | ||
Non-Vested at the end of the period (in shares) | 36,878 | 33,157 | |
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $ 27.93 | ||
Granted (in dollars per share) | 17.37 | $ 27.93 | $ 49.36 |
Vested (in dollars per share) | 45.29 | ||
Non-Vested at the end of the period (in dollars per share) | $ 15.56 | $ 27.93 | |
Additional information | |||
Shares relinquished for tax withholding | 5,799 | 5,349 | |
Fair value of shares vested | $ 0.7 | $ 2 | $ 1.6 |
Intrinsic value of nonvested shares | $ 0.7 | ||
Stock Options | |||
Unrecognized compensation cost | |||
Compensation recognition period | 1 year 3 months 18 days | ||
Stock Options | Minimum | |||
Share-based compensation | |||
Vesting period | 1 year | ||
Stock Options | Maximum | |||
Share-based compensation | |||
Vesting period | 10 years | ||
Two year anniversary | Performance units | |||
Share-based compensation | |||
Vesting period | 2 years | ||
Vesting percentage | 50.00% | ||
Three year anniversary | Performance units | |||
Share-based compensation | |||
Vesting period | 3 years | ||
Vesting percentage | 50.00% |
EQUITY AND SHARE-BASED COMPEN85
EQUITY AND SHARE-BASED COMPENSATION PLANS - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Additional disclosures | |||
Aggregate Intrinsic Value, Vested or expected to vest | $ 1,061 | ||
Assumptions used to value stock options | |||
Expected lives | 5 years | ||
Stock Options | |||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 681,117 | ||
Granted (in shares) | 593,509 | ||
Exercised (in shares) | (15,441) | ||
Forfeited (in shares) | (58,860) | ||
Expired (in shares) | (5,635) | ||
Outstanding at the end of the period (in shares) | 1,194,690 | 681,117 | |
Vested or expected to vest at end of the period (in shares) | 1,181,788 | ||
Exercisable at the end of the period (in shares) | 466,351 | ||
Weighted-Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 39.65 | ||
Granted (in dollars per share) | 17.43 | ||
Exercised (in dollars per share) | 17.43 | ||
Forfeited (in dollars per share) | 23.39 | ||
Expired (in dollars per share) | 38.86 | ||
Outstanding at the end of the period (in dollars per share) | 29.70 | $ 39.65 | |
Vested or expected to vest at end of the period (in dollars per share) | 29.81 | ||
Exercisable at the end of the period (in dollars per share) | $ 36.63 | ||
Additional disclosures | |||
Weighted-Average Remaining Contractual Term | 6 years 7 months 6 days | ||
Weighted-Average Remaining Contractual Term, Vested or expected to vest | 6 years 7 months 6 days | ||
Weighted-Average Remaining Contractual Term, Exercisable | 3 years 9 months 18 days | ||
Aggregate Intrinsic Value | $ 1,086 | ||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ 5.18 | $ 18.63 | $ 16.82 |
Assumptions used to value stock options | |||
Risk-free interest rate (as a percent) | 1.22% | 1.51% | 1.79% |
Expected lives | 5 years | 5 years | |
Dividend yield (as a percent) | 4.13% | 1.38% | 1.58% |
Expected volatility (as a percent) | 47.95% | 39.74% | 42.77% |
Intrinsic value of option exercised | $ 100 | $ 500 | $ 4,400 |
Unrecognized compensation cost | |||
Unrecognized compensation cost related to non-vested stock options | $ 3,400 | ||
Compensation recognition period | 1 year 3 months 18 days |
RETIREMENT AND STOCK PURCHASE86
RETIREMENT AND STOCK PURCHASE PLANS - 401K (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
RETIREMENT AND STOCK PURCHASE PLANS | |||
Charge to operations for the 401(k) matching contributions | $ 1.4 | $ 1.2 | $ 1.2 |
RETIREMENT AND STOCK PURCHASE87
RETIREMENT AND STOCK PURCHASE PLANS - ESDP (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Stock Plans | |||
Share-based compensation expense | $ 17.4 | $ 14.8 | $ 16.5 |
Employee Stock Discount Plan (ESDP) | |||
Stock Plans | |||
Maximum number of common stock shares authorized for awards under the plan | 2,137,500 | ||
Purchase price percentage of fair market value | 85.00% | ||
Maximum shares allowable to purchase in each quarter per participant | 125 | ||
Number of shares purchased by employees | 167,237 | 87,537 | 86,935 |
Weighted-average share price of shares purchased (in dollars per share) | $ 11.66 | $ 26.23 | $ 40.63 |
Share-based compensation expense | $ 0.5 | $ 0.7 | $ 0.9 |
Number of shares reserved for future issuance | 398,629 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring and Non-Recurring (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Fair value measurements | |||
Asset impairment charges | $ 19,358 | $ 27,480 | $ 302 |
Goodwill impairment charge | 769,021 | ||
Goodwill | 117,026 | 118,586 | $ 887,936 |
Level 2 | |||
Fair value measurements | |||
Asset impairment charges | 2,900 | ||
Estimated fair value of the asset held for sale | 2,100 | ||
Level 3 | Store locations to be closed and underperforming stores | |||
Fair value measurements | |||
Asset impairment charges | 16,500 | 27,500 | |
Estimated fair value of impaired long-lived assets | 900 | 1,600 | |
Recurring | |||
Assets: | |||
Derivative asset | 460 | 442 | |
Liabilities: | |||
Derivative liability | 2,413 | 3,296 | |
Recurring | Level 2 | |||
Assets: | |||
Derivative asset | 460 | 442 | |
Liabilities: | |||
Derivative liability | $ 2,413 | $ 3,296 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Instruments (Details) - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 |
Fair Value of Financial Instruments | ||
Long-term debt, Carrying Amount | $ 1,595,529 | $ 1,655,924 |
Deferred financing costs | 22,100 | 28,000 |
Level 1 and Level 2 | ||
Fair Value of Financial Instruments | ||
Long-term debt, Estimated Fair Value | $ 1,556,200 | $ 1,410,651 |
DERIVATIVE FINANCIAL INSTRUME90
DERIVATIVE FINANCIAL INSTRUMENTS - Designated Interest Rate Swap (Details) - Designated as hedging instruments - Interest rate swap - USD ($) $ in Millions | 12 Months Ended | |
Jan. 28, 2017 | Jan. 31, 2015 | |
Derivative Financial Instruments | ||
Notional amount | $ 330 | $ 520 |
Fixed rate payable (as a percent) | 5.03% | |
Applicable margin included in fixed rate (as a percent) | 3.50% | |
Hedge ineffectiveness | $ 0 | |
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | $ (1.1) | |
LIBOR | ||
Derivative Financial Instruments | ||
Period for interest rate basis for variable rate receivable | 3 months | |
Accrued expenses and other current liabilities | ||
Derivative Financial Instruments | ||
Derivative liability | $ 1.1 |
DERIVATIVE FINANCIAL INSTRUME91
DERIVATIVE FINANCIAL INSTRUMENTS - Designated Foreign Exchange (Details) - Designated as hedging instruments - Foreign exchange contract $ in Millions | 12 Months Ended |
Jan. 28, 2017USD ($) | |
Derivative Financial Instruments | |
Net derivative liability | $ 0.8 |
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | (1.2) |
Other current assets | |
Derivative Financial Instruments | |
Derivative asset | 0.4 |
Accrued expenses and other current liabilities | |
Derivative Financial Instruments | |
Derivative liability | $ 1.2 |
DERIVATIVE FINANCIAL INSTRUME92
DERIVATIVE FINANCIAL INSTRUMENTS - Not Designated (Details) $ in Millions | 12 Months Ended | ||
Jan. 28, 2017USD ($)instrument | Jan. 30, 2016USD ($)instrument | Jan. 31, 2015USD ($) | |
Derivative Financial Instruments | |||
Number of derivative financial instruments with credit-risk-related contingent features | instrument | 0 | 0 | |
Foreign exchange forward | |||
Derivative Financial Instruments | |||
Pre-tax (losses) gains associated with foreign exchange forward contracts | $ (0.5) | $ 0.6 | $ 1.4 |
Foreign exchange forward | Not designated as hedging instrument | Accrued expenses and other current liabilities | |||
Derivative Financial Instruments | |||
Derivative liability | $ 0.1 | ||
Foreign exchange forward | Not designated as hedging instrument | Other current assets | |||
Derivative Financial Instruments | |||
Derivative asset | $ 0.4 |
SEGMENT REPORTING - Number of S
SEGMENT REPORTING - Number of Segments (Details) | 12 Months Ended |
Jan. 28, 2017segmentitem | |
Segment reporting | |
Number of reportable segments | segment | 2 |
Retail Segment | |
Segment reporting | |
Number of reportable segments | item | 4 |
SEGMENT REPORTING - Sales by Se
SEGMENT REPORTING - Sales by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Net sales: | |||||||||||
Total net sales | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 825,662 | $ 865,446 | $ 920,074 | $ 885,089 | $ 3,378,703 | $ 3,496,271 | $ 3,252,548 |
Retail Segment | |||||||||||
Net sales: | |||||||||||
Total net sales | 3,098,401 | 3,252,474 | 2,995,172 | ||||||||
Retail Segment | MW | |||||||||||
Net sales: | |||||||||||
Total net sales | 1,770,968 | 1,791,249 | 1,686,850 | ||||||||
Retail Segment | Jos. A. Bank | |||||||||||
Net sales: | |||||||||||
Total net sales | 749,869 | 866,882 | 684,023 | ||||||||
Retail Segment | K&G | |||||||||||
Net sales: | |||||||||||
Total net sales | 329,954 | 338,359 | 334,043 | ||||||||
Retail Segment | Moores | |||||||||||
Net sales: | |||||||||||
Total net sales | 214,470 | 222,574 | 258,347 | ||||||||
Retail Segment | MW Cleaners | |||||||||||
Net sales: | |||||||||||
Total net sales | 33,140 | 33,410 | 31,909 | ||||||||
Corporate Apparel Segment | |||||||||||
Net sales: | |||||||||||
Total net sales | $ 280,302 | $ 243,797 | $ 257,376 |
SEGMENT REPORTING - Sales by Pr
SEGMENT REPORTING - Sales by Product or Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Supplemental products and services sales information | |||||||||||
Total net sales | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 825,662 | $ 865,446 | $ 920,074 | $ 885,089 | $ 3,378,703 | $ 3,496,271 | $ 3,252,548 |
Women's clothing product | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 73,509 | 74,985 | 74,425 | ||||||||
Retail Segment | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 2,445,922 | 2,599,934 | 2,365,463 | ||||||||
Rental services | 457,444 | 443,290 | 442,866 | ||||||||
Total alteration and other services | 195,035 | 209,250 | 186,843 | ||||||||
Total net sales | 3,098,401 | 3,252,474 | 2,995,172 | ||||||||
Retail Segment | Men's tailored clothing product | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 1,343,875 | 1,436,742 | 1,255,349 | ||||||||
Retail Segment | Men's non-tailored clothing product | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 1,018,907 | 1,077,176 | 1,024,368 | ||||||||
Retail Segment | Other | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 9,631 | 11,031 | 11,321 | ||||||||
Retail Segment | Alteration services | |||||||||||
Supplemental products and services sales information | |||||||||||
Total alteration and other services | 161,895 | 175,840 | 154,934 | ||||||||
Retail Segment | Retail dry cleaning services | |||||||||||
Supplemental products and services sales information | |||||||||||
Total alteration and other services | 33,140 | 33,410 | 31,909 | ||||||||
Corporate Apparel Segment | |||||||||||
Supplemental products and services sales information | |||||||||||
Total net sales | $ 280,302 | $ 243,797 | $ 257,376 |
SEGMENT REPORTING - Operating I
SEGMENT REPORTING - Operating Income Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Oct. 29, 2016 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Operating income by reportable segment and the reconciliation to earnings before income taxes | |||||
Operating income | $ 132,826 | $ (1,077,296) | $ 73,210 | ||
Interest income | 167 | 187 | 356 | ||
Interest expense | (103,149) | (105,977) | (66,032) | ||
Gain (loss) on extinguishment of debt, net | $ 1,800 | $ (12,700) | 1,737 | (12,675) | (2,158) |
Earnings (loss) before income taxes | 31,581 | (1,195,761) | 5,376 | ||
Shared services | |||||
Operating income by reportable segment and the reconciliation to earnings before income taxes | |||||
Operating income | (200,772) | (165,270) | (168,880) | ||
Interest income | 167 | 187 | 356 | ||
Interest expense | (103,149) | (105,977) | (66,032) | ||
Retail Segment | Reportable segments | |||||
Operating income by reportable segment and the reconciliation to earnings before income taxes | |||||
Operating income | 308,283 | (919,793) | 231,812 | ||
Corporate Apparel Segment | Reportable segments | |||||
Operating income by reportable segment and the reconciliation to earnings before income taxes | |||||
Operating income | $ 25,315 | $ 7,767 | $ 10,278 |
SEGMENT REPORTING - Additional
SEGMENT REPORTING - Additional Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Segment reporting | |||
Capital expenditures | $ 99,694 | $ 115,498 | $ 96,420 |
Depreciation and amortization | 115,205 | 132,329 | 112,659 |
Reportable segments | Retail Segment | |||
Segment reporting | |||
Capital expenditures | 39,059 | 65,683 | 57,417 |
Depreciation and amortization | 75,284 | 100,830 | 81,927 |
Reportable segments | Corporate Apparel Segment | |||
Segment reporting | |||
Capital expenditures | 3,440 | 4,079 | 3,818 |
Depreciation and amortization | 5,940 | 5,969 | 6,265 |
Shared services | |||
Segment reporting | |||
Capital expenditures | 57,195 | 45,736 | 35,185 |
Depreciation and amortization | $ 33,981 | $ 25,530 | $ 24,467 |
SEGMENT REPORTING - Assets by S
SEGMENT REPORTING - Assets by Segment (Details) - USD ($) $ in Thousands | Jan. 28, 2017 | Jan. 30, 2016 |
Segment reporting | ||
Segment assets | $ 2,097,872 | $ 2,244,319 |
Reportable segments | Retail Segment | ||
Segment reporting | ||
Segment assets | 1,594,221 | 1,705,728 |
Reportable segments | Corporate Apparel Segment | ||
Segment reporting | ||
Segment assets | 199,727 | 211,820 |
Shared services | ||
Segment reporting | ||
Segment assets | $ 303,924 | $ 326,771 |
SEGMENT REPORTING - Geographic
SEGMENT REPORTING - Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Information related to geographic areas | |||||||||||
Net sales | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 825,662 | $ 865,446 | $ 920,074 | $ 885,089 | $ 3,378,703 | $ 3,496,271 | $ 3,252,548 |
Long-lived assets, net (including rental product) | 636,775 | 679,284 | 636,775 | 679,284 | |||||||
US | |||||||||||
Information related to geographic areas | |||||||||||
Net sales | 2,973,177 | 3,068,501 | 2,777,361 | ||||||||
Long-lived assets, net (including rental product) | 582,995 | 625,236 | 582,995 | 625,236 | |||||||
International | |||||||||||
Information related to geographic areas | |||||||||||
Net sales | 405,526 | 427,770 | $ 475,187 | ||||||||
Long-lived assets, net (including rental product) | $ 53,780 | $ 54,048 | $ 53,780 | $ 54,048 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | |||
Rent expense for operating leases | $ 261,500 | $ 268,900 | $ 235,100 |
Contingent rentals | 2,000 | 2,600 | 2,000 |
Sublease rentals | 1,300 | $ 1,200 | $ 1,800 |
Minimum future rental payments under noncancelable operating leases | |||
2,017 | 245,778 | ||
2,018 | 215,643 | ||
2,019 | 186,254 | ||
2,020 | 158,030 | ||
2,021 | 126,571 | ||
Thereafter | 250,407 | ||
Total | 1,182,683 | ||
Minimum sublease rent income | $ 3,700 |
CONDENSED CONSOLIDATING FINA101
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | Jun. 18, 2014 | Feb. 01, 2014 | |
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 70,889 | $ 29,980 | $ 62,261 | $ 59,252 | |
Accounts receivable, net | 65,714 | 63,890 | |||
Inventories | 955,512 | 1,022,504 | |||
Other current assets | 73,602 | 143,546 | |||
Total current assets | 1,165,717 | 1,259,920 | |||
Property and equipment, net | 484,165 | 521,824 | |||
Rental product, net | 152,610 | 157,460 | |||
Goodwill | 117,026 | 118,586 | 887,936 | ||
Intangible assets, net | 171,659 | 178,510 | |||
Other assets | 6,695 | 8,019 | |||
TOTAL ASSETS | 2,097,872 | 2,244,319 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 177,380 | 237,114 | |||
Accrued expenses and other current liabilities | 269,161 | 256,762 | |||
Current portion of long-term debt | 13,379 | 42,451 | |||
Total current liabilities | 459,920 | 536,327 | |||
Long-term debt, net | 1,582,150 | 1,613,473 | |||
Deferred taxes and other liabilities | 163,420 | 194,605 | |||
Shareholders' (deficit) equity | (107,618) | (100,086) | 969,789 | 1,023,149 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 2,097,872 | 2,244,319 | |||
Eliminations | |||||
CURRENT ASSETS: | |||||
Accounts receivable, net | (490,680) | (381,966) | |||
Other current assets | (110,280) | ||||
Total current assets | (600,960) | (381,966) | |||
Investments in subsidiaries | (1,315,834) | (1,329,999) | |||
Other assets | (7,200) | (8,400) | |||
TOTAL ASSETS | (1,923,994) | (1,720,365) | |||
CURRENT LIABILITIES: | |||||
Accounts payable | (490,680) | (381,966) | |||
Accrued expenses and other current liabilities | (110,280) | ||||
Total current liabilities | (600,960) | (381,966) | |||
Deferred taxes and other liabilities | (7,200) | (8,400) | |||
Shareholders' (deficit) equity | (1,315,834) | (1,329,999) | |||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | (1,923,994) | (1,720,365) | |||
Tailored Brands, Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Accounts receivable, net | 7,376 | ||||
Other current assets | 12,773 | 19,037 | |||
Total current assets | 20,149 | 19,037 | |||
Investments in subsidiaries | (109,788) | (109,188) | |||
TOTAL ASSETS | (89,639) | (90,151) | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 15,352 | ||||
Accrued expenses and other current liabilities | 2,627 | 7,602 | |||
Total current liabilities | 17,979 | 7,602 | |||
Deferred taxes and other liabilities | 2,333 | ||||
Shareholders' (deficit) equity | (107,618) | (100,086) | |||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | (89,639) | (90,151) | |||
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 1,002 | 724 | 18,262 | 1,414 | |
Accounts receivable, net | 15,499 | 23,067 | |||
Inventories | 230,264 | 253,472 | |||
Other current assets | 134,225 | 79,964 | |||
Total current assets | 380,990 | 357,227 | |||
Property and equipment, net | 232,090 | 254,335 | |||
Rental product, net | 131,287 | 124,468 | |||
Goodwill | 6,160 | 6,160 | |||
Intangible assets, net | 78 | 186 | |||
Investments in subsidiaries | 1,425,622 | 1,439,187 | |||
Other assets | 5,615 | 6,914 | |||
TOTAL ASSETS | 2,181,842 | 2,188,477 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 509,572 | 419,187 | |||
Accrued expenses and other current liabilities | 111,617 | 154,014 | |||
Current portion of long-term debt | 13,379 | 42,451 | |||
Total current liabilities | 634,568 | 615,652 | |||
Long-term debt, net | 1,582,150 | 1,613,473 | |||
Deferred taxes and other liabilities | 74,912 | 68,540 | |||
Shareholders' (deficit) equity | (109,788) | (109,188) | |||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 2,181,842 | 2,188,477 | |||
Guarantor Subsidiaries | |||||
Condensed Consolidating Balance Sheet | |||||
Ownership of Guarantor subsidiaries (as a percent) | 100.00% | ||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 1,881 | 2,243 | 4,857 | 16,955 | |
Accounts receivable, net | 476,742 | 392,944 | |||
Inventories | 438,167 | 630,407 | |||
Other current assets | 28,436 | 36,308 | |||
Total current assets | 945,226 | 1,061,902 | |||
Property and equipment, net | 216,248 | 230,209 | |||
Rental product, net | 3,369 | 16,224 | |||
Goodwill | 68,510 | 68,510 | |||
Intangible assets, net | 157,270 | 159,530 | |||
Other assets | 959 | 992 | |||
TOTAL ASSETS | 1,391,582 | 1,537,367 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 82,337 | 153,717 | |||
Accrued expenses and other current liabilities | 129,420 | 75,676 | |||
Total current liabilities | 211,757 | 229,393 | |||
Deferred taxes and other liabilities | 85,477 | 121,531 | |||
Shareholders' (deficit) equity | 1,094,348 | 1,186,443 | |||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 1,391,582 | 1,537,367 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 68,006 | 27,013 | $ 39,142 | $ 40,883 | |
Accounts receivable, net | 56,777 | 29,845 | |||
Inventories | 287,081 | 138,625 | |||
Other current assets | 8,448 | 8,237 | |||
Total current assets | 420,312 | 203,720 | |||
Property and equipment, net | 35,827 | 37,280 | |||
Rental product, net | 17,954 | 16,768 | |||
Goodwill | 42,356 | 43,916 | |||
Intangible assets, net | 14,311 | 18,794 | |||
Other assets | 7,321 | 8,513 | |||
TOTAL ASSETS | 538,081 | 328,991 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 60,799 | 46,176 | |||
Accrued expenses and other current liabilities | 135,777 | 19,470 | |||
Total current liabilities | 196,576 | 65,646 | |||
Deferred taxes and other liabilities | 10,231 | 10,601 | |||
Shareholders' (deficit) equity | 331,274 | 252,744 | |||
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | 538,081 | $ 328,991 | |||
Senior Notes | |||||
Condensed Consolidating Balance Sheet | |||||
Aggregate principal amount of debt issued | $ 600,000 | $ 600,000 | |||
Interest rate (as a percent) | 7.00% |
CONDENSED CONSOLIDATING FINA102
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 825,662 | $ 865,446 | $ 920,074 | $ 885,089 | $ 3,378,703 | $ 3,496,271 | $ 3,252,548 |
Cost of sales | 1,937,235 | 2,011,848 | 1,893,934 | ||||||||
Total gross margin | 302,117 | 377,206 | 410,304 | 351,841 | 311,199 | 372,991 | 418,681 | 381,552 | 1,441,468 | 1,484,423 | 1,358,614 |
Operating expenses | 28,200 | 12,300 | 39,400 | 16,500 | 1,308,642 | 2,561,719 | 1,285,404 | ||||
Operating income (loss) | 132,826 | (1,077,296) | 73,210 | ||||||||
Interest income | 167 | 187 | 356 | ||||||||
Interest expense | (103,149) | (105,977) | (66,032) | ||||||||
Gain (loss) on extinguishment of debt, net | 1,800 | (12,700) | 1,737 | (12,675) | (2,158) | ||||||
Earnings (loss) before income taxes | 31,581 | (1,195,761) | 5,376 | ||||||||
(Benefit) provision for income taxes | 6,625 | (169,042) | 5,471 | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 24,956 | (1,026,719) | (95) | ||||||||
Net earnings (loss) | $ (30,089) | $ 28,433 | $ 24,975 | $ 1,637 | $ (1,057,713) | $ (27,154) | $ 47,779 | $ 10,369 | 24,956 | (1,026,719) | (387) |
Comprehensive income (loss) | 13,359 | (1,049,534) | (33,369) | ||||||||
Net (loss) earnings including non-controlling interest | 24,956 | (1,026,719) | (95) | ||||||||
Net earnings attributable to non-controlling interest | (292) | ||||||||||
Eliminations | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | (523,121) | (571,670) | (553,471) | ||||||||
Cost of sales | (523,121) | (571,670) | (553,471) | ||||||||
Operating expenses | (95,433) | (18,409) | (15,996) | ||||||||
Operating income (loss) | 95,433 | 18,409 | 15,996 | ||||||||
Other income and expenses, net | (95,433) | (18,409) | (15,996) | ||||||||
Interest income | (2,932) | (6,852) | (3,553) | ||||||||
Interest expense | 2,932 | 6,852 | 3,553 | ||||||||
Equity in earnings of subsidiaries | 49,552 | 1,636,675 | 141,841 | ||||||||
Net earnings (loss) | 49,552 | 1,636,675 | 142,133 | ||||||||
Comprehensive income (loss) | 61,149 | 1,659,490 | 175,115 | ||||||||
Net (loss) earnings including non-controlling interest | 141,841 | ||||||||||
Net earnings attributable to non-controlling interest | 292 | ||||||||||
Tailored Brands, Inc. | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Operating expenses | 3,374 | 2,801 | 2,584 | ||||||||
Operating income (loss) | (3,374) | (2,801) | (2,584) | ||||||||
Interest income | 2 | ||||||||||
Interest expense | (25) | ||||||||||
Earnings (loss) before income taxes | (3,397) | (2,801) | (2,584) | ||||||||
(Benefit) provision for income taxes | (1,249) | (403) | (355) | ||||||||
(Loss) earnings before equity in net income of subsidiaries | (2,148) | (2,398) | (2,229) | ||||||||
Equity in earnings of subsidiaries | 27,104 | (1,024,321) | 2,134 | ||||||||
Net earnings (loss) | 24,956 | (1,026,719) | (387) | ||||||||
Comprehensive income (loss) | 13,359 | (1,049,534) | (33,369) | ||||||||
Net (loss) earnings including non-controlling interest | (95) | ||||||||||
Net earnings attributable to non-controlling interest | (292) | ||||||||||
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | 1,765,793 | 1,787,295 | 1,682,183 | ||||||||
Cost of sales | 897,564 | 943,897 | 883,295 | ||||||||
Total gross margin | 868,229 | 843,398 | 798,888 | ||||||||
Operating expenses | 636,507 | 1,218,061 | 576,928 | ||||||||
Operating income (loss) | 231,722 | (374,663) | 221,960 | ||||||||
Other income and expenses, net | 16,450 | 14,438 | |||||||||
Interest income | 497 | 2,779 | 1,998 | ||||||||
Interest expense | (105,133) | (109,392) | (67,264) | ||||||||
Gain (loss) on extinguishment of debt, net | 1,737 | (12,675) | (2,158) | ||||||||
Earnings (loss) before income taxes | 128,823 | (477,501) | 168,974 | ||||||||
(Benefit) provision for income taxes | 25,063 | (65,534) | 22,865 | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 103,760 | (411,967) | 146,109 | ||||||||
Equity in earnings of subsidiaries | (76,656) | (612,354) | (143,975) | ||||||||
Net earnings (loss) | 27,104 | (1,024,321) | 2,134 | ||||||||
Comprehensive income (loss) | 28,427 | (1,024,663) | 868 | ||||||||
Net (loss) earnings including non-controlling interest | 2,134 | ||||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | 1,730,505 | 1,852,876 | 1,648,649 | ||||||||
Cost of sales | 1,308,576 | 1,374,272 | 1,273,684 | ||||||||
Total gross margin | 421,929 | 478,604 | 374,965 | ||||||||
Operating expenses | 649,177 | 1,238,599 | 587,932 | ||||||||
Operating income (loss) | (227,248) | (759,995) | (212,967) | ||||||||
Other income and expenses, net | 89,433 | 1,959 | 1,558 | ||||||||
Interest income | 2,451 | 4,119 | 1,605 | ||||||||
Interest expense | (47) | (2,343) | (931) | ||||||||
Earnings (loss) before income taxes | (135,411) | (756,260) | (210,735) | ||||||||
(Benefit) provision for income taxes | (27,492) | (112,010) | (28,609) | ||||||||
(Loss) earnings before equity in net income of subsidiaries | (107,919) | (644,250) | (182,126) | ||||||||
Net earnings (loss) | (107,919) | (644,250) | (182,126) | ||||||||
Comprehensive income (loss) | (107,895) | (644,296) | (181,900) | ||||||||
Net (loss) earnings including non-controlling interest | (182,126) | ||||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | 405,526 | 427,770 | 475,187 | ||||||||
Cost of sales | 254,216 | 265,349 | 290,426 | ||||||||
Total gross margin | 151,310 | 162,421 | 184,761 | ||||||||
Operating expenses | 115,017 | 120,667 | 133,956 | ||||||||
Operating income (loss) | 36,293 | 41,754 | 50,805 | ||||||||
Other income and expenses, net | 6,000 | ||||||||||
Interest income | 149 | 141 | 306 | ||||||||
Interest expense | (876) | (1,094) | (1,390) | ||||||||
Earnings (loss) before income taxes | 41,566 | 40,801 | 49,721 | ||||||||
(Benefit) provision for income taxes | 10,303 | 8,905 | 11,570 | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 31,263 | 31,896 | 38,151 | ||||||||
Net earnings (loss) | 31,263 | 31,896 | 37,859 | ||||||||
Comprehensive income (loss) | $ 18,319 | $ 9,469 | 5,917 | ||||||||
Net (loss) earnings including non-controlling interest | 38,151 | ||||||||||
Net earnings attributable to non-controlling interest | $ (292) |
CONDENSED CONSOLIDATING FINA103
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | $ 242,628 | $ 131,697 | $ 94,764 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (99,694) | (115,498) | (96,420) |
Acquisition of business, net of cash | (1,491,393) | ||
Proceeds from sale of property and equipment | 617 | 2,617 | 160 |
Net cash used in (provided by) investing activities | (99,077) | (112,881) | (1,587,653) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from new term loan | 1,089,000 | ||
Payments on term loan | (42,451) | (8,000) | (2,750) |
Proceeds from asset-based revolving credit facility | 609,537 | 180,500 | 348,000 |
Payments on asset-based revolving credit facility | (609,537) | (180,500) | (348,000) |
Proceeds from issuance of senior notes | 600,000 | ||
Repurchase and retirement of senior notes | (21,924) | ||
Deferred financing costs | (3,566) | (51,080) | |
Cash dividends paid | (35,240) | (34,980) | (34,785) |
Proceeds from issuance of common stock | 2,189 | 2,974 | 8,082 |
Purchase of non-controlling interest | (6,651) | ||
Payments on previous term loan | (97,500) | ||
Tax payments related to vested deferred stock units | (1,362) | (4,538) | (6,940) |
Excess tax benefits from share-based plans | 11 | 1,584 | 3,766 |
Repurchases of common stock | (277) | (251) | |
Net cash (used in) provided by financing activities | (98,777) | (46,803) | 1,500,891 |
Effect of exchange rate changes | (3,865) | (4,294) | (4,993) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 40,909 | (32,281) | 3,009 |
Balance at beginning of period | 29,980 | 62,261 | 59,252 |
Balance at end of period | 70,889 | 29,980 | 62,261 |
Eliminations | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | (35,240) | (34,980) | (34,785) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Intercompany activities | 110,280 | (33,432) | (26,474) |
Net cash used in (provided by) investing activities | 110,280 | (33,432) | (26,474) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany activities | (75,040) | 68,412 | 61,259 |
Net cash (used in) provided by financing activities | (75,040) | 68,412 | 61,259 |
Tailored Brands, Inc. | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 34,402 | 35,404 | 37,316 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash dividends paid | (35,240) | (34,980) | (34,785) |
Proceeds from issuance of common stock | 2,189 | 2,974 | 8,082 |
Purchase of non-controlling interest | (6,651) | ||
Tax payments related to vested deferred stock units | (1,362) | (4,538) | (6,940) |
Excess tax benefits from share-based plans | 11 | 1,417 | 3,229 |
Repurchases of common stock | (277) | (251) | |
Net cash (used in) provided by financing activities | (34,402) | (35,404) | (37,316) |
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 257,133 | 47,515 | 356,006 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (46,960) | (54,525) | (48,369) |
Acquisition of business, net of cash | (1,820,308) | ||
Intercompany activities | (110,280) | 33,432 | 26,474 |
Proceeds from sale of property and equipment | 2,586 | 160 | |
Net cash used in (provided by) investing activities | (157,240) | (18,507) | (1,842,043) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from new term loan | 1,089,000 | ||
Payments on term loan | (42,451) | (8,000) | (2,750) |
Proceeds from asset-based revolving credit facility | 606,500 | 180,500 | 348,000 |
Payments on asset-based revolving credit facility | (606,500) | (180,500) | (348,000) |
Proceeds from issuance of senior notes | 600,000 | ||
Repurchase and retirement of senior notes | (21,924) | ||
Deferred financing costs | (3,566) | (51,080) | |
Intercompany activities | (35,240) | (34,980) | (34,785) |
Payments on previous term loan | (97,500) | ||
Net cash (used in) provided by financing activities | (99,615) | (46,546) | 1,502,885 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 278 | (17,538) | 16,848 |
Balance at beginning of period | 724 | 18,262 | 1,414 |
Balance at end of period | 1,002 | 724 | 18,262 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 47,038 | 47,880 | (303,829) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (47,998) | (50,692) | (37,721) |
Acquisition of business, net of cash | 328,915 | ||
Proceeds from sale of property and equipment | 598 | 31 | |
Net cash used in (provided by) investing activities | (47,400) | (50,661) | 291,194 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Excess tax benefits from share-based plans | 167 | 537 | |
Net cash (used in) provided by financing activities | 167 | 537 | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (362) | (2,614) | (12,098) |
Balance at beginning of period | 2,243 | 4,857 | 16,955 |
Balance at end of period | 1,881 | 2,243 | 4,857 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | (60,705) | 35,878 | 40,056 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (4,736) | (10,281) | (10,330) |
Proceeds from sale of property and equipment | 19 | ||
Net cash used in (provided by) investing activities | (4,717) | (10,281) | (10,330) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from asset-based revolving credit facility | 3,037 | ||
Payments on asset-based revolving credit facility | (3,037) | ||
Intercompany activities | 110,280 | (33,432) | (26,474) |
Net cash (used in) provided by financing activities | 110,280 | (33,432) | (26,474) |
Effect of exchange rate changes | (3,865) | (4,294) | (4,993) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 40,993 | (12,129) | (1,741) |
Balance at beginning of period | 27,013 | 39,142 | 40,883 |
Balance at end of period | $ 68,006 | $ 27,013 | $ 39,142 |
QUARTERLY RESULTS OF OPERATI104
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Quarterly Results of Operations | |||||||||||
Net sales | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 825,662 | $ 865,446 | $ 920,074 | $ 885,089 | $ 3,378,703 | $ 3,496,271 | $ 3,252,548 |
Gross margin | 302,117 | 377,206 | 410,304 | 351,841 | 311,199 | 372,991 | 418,681 | 381,552 | 1,441,468 | 1,484,423 | 1,358,614 |
Total net earnings attributable to common shareholders | $ (30,089) | $ 28,433 | $ 24,975 | $ 1,637 | $ (1,057,713) | $ (27,154) | $ 47,779 | $ 10,369 | $ 24,956 | $ (1,026,719) | $ (387) |
Net earnings (loss) per common share attributable to common shareholders: | |||||||||||
Basic (in dollars per share) | $ (0.62) | $ 0.58 | $ 0.51 | $ 0.03 | $ (21.86) | $ (0.56) | $ 0.99 | $ 0.22 | $ 0.51 | $ (21.26) | $ (0.01) |
Diluted (in dollars per share) | $ (0.62) | $ 0.58 | $ 0.51 | $ 0.03 | $ (21.86) | $ (0.56) | $ 0.98 | $ 0.21 | $ 0.51 | $ (21.26) | $ (0.01) |
Quarterly financial information | |||||||||||
pre-tax expenses | $ 28,200 | $ 12,300 | $ 39,400 | $ 16,500 | $ 1,308,642 | $ 2,561,719 | $ 1,285,404 | ||||
Restructuring Charges | 9,000 | 10,900 | 35,000 | 13,200 | $ 12,800 | ||||||
Asset Impairment Charges | 15,100 | $ 91,500 | |||||||||
Separation costs and other pre-tax expenses | $ 3,600 | ||||||||||
Goodwill, intangible and other asset impairment charges | 15,100 | 91,500 | |||||||||
Store rationalization and profit improvement programs | $ 9,000 | 10,900 | $ 35,000 | $ 13,200 | 12,800 | ||||||
Integration costs and other pre-tax expenses | 3,400 | $ 5,100 | |||||||||
(Gain) loss on extinguishment of debt, net | $ (1,800) | 12,700 | (1,737) | 12,675 | 2,158 | ||||||
Gain related to the sale of property | 1,800 | ||||||||||
Retail Segment | |||||||||||
Quarterly Results of Operations | |||||||||||
Net sales | 3,098,401 | 3,252,474 | 2,995,172 | ||||||||
Gross margin | 1,353,796 | 1,414,087 | 1,281,896 | ||||||||
Retail Segment | Jos. A. Bank | |||||||||||
Quarterly Results of Operations | |||||||||||
Net sales | 749,869 | 866,882 | 684,023 | ||||||||
Quarterly financial information | |||||||||||
Asset Impairment Charges | 1,179,000 | ||||||||||
Goodwill, intangible and other asset impairment charges | $ 1,179,000 | ||||||||||
Retail Segment | Jos. A. Bank | Tradenames | |||||||||||
Quarterly financial information | |||||||||||
Tradename impairment charge | 425,900 | ||||||||||
Jos. A. Bank | |||||||||||
Quarterly financial information | |||||||||||
Integration costs | $ 5,400 | $ 5,900 | 8,800 | 18,700 | 40,400 | ||||||
Jos. A. Bank | Cost of sales | |||||||||||
Quarterly financial information | |||||||||||
Integration costs | $ 2,100 | $ 900 | $ 10,600 |