Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Mar. 23, 2018 | Jul. 29, 2017 | |
Document and Entity Information | |||
Entity Registrant Name | Tailored Brands Inc | ||
Entity Central Index Key | 884,217 | ||
Document Type | 10-K | ||
Document Period End Date | Feb. 3, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --02-03 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 607.4 | ||
Entity Common Stock, Shares Outstanding | 49,292,856 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 103,607 | $ 70,889 |
Accounts receivable, net | 79,783 | 65,714 |
Inventories | 851,931 | 955,512 |
Other current assets | 78,252 | 73,602 |
Total current assets | 1,113,573 | 1,165,717 |
PROPERTY AND EQUIPMENT, AT COST: | ||
Land | 19,752 | 20,689 |
Buildings | 149,880 | 148,623 |
Leasehold improvements | 620,600 | 590,897 |
Furniture, fixtures and equipment | 656,094 | 621,045 |
Property and Equipment, gross | 1,446,326 | 1,381,254 |
Less accumulated depreciation and amortization | (985,652) | (897,089) |
PROPERTY AND EQUIPMENT, net | 460,674 | 484,165 |
RENTAL PRODUCT, net | 123,730 | 152,610 |
GOODWILL | 120,292 | 117,026 |
INTANGIBLE ASSETS, net | 168,987 | 171,659 |
OTHER ASSETS | 12,699 | 6,695 |
TOTAL ASSETS | 1,999,955 | 2,097,872 |
CURRENT LIABILITIES: | ||
Accounts payable | 145,106 | 177,380 |
Accrued expenses and other current liabilities | 285,537 | 267,899 |
Income taxes payable | 6,121 | 1,262 |
Current portion of long-term debt | 7,000 | 13,379 |
Total current liabilities | 443,764 | 459,920 |
LONG-TERM DEBT, net | 1,389,808 | 1,582,150 |
DEFERRED TAXES, net AND OTHER LIABILITIES | 164,191 | 163,420 |
Total liabilities | 1,997,763 | 2,205,490 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS' EQUITY (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, 49,287,856 and 48,783,700 shares issued | 492 | 487 |
Capital in excess of par | 491,648 | 470,801 |
Accumulated deficit | (479,166) | (538,823) |
Accumulated other comprehensive loss | (10,782) | (40,083) |
Total shareholders' equity (deficit) | 2,192 | (107,618) |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) | $ 1,999,955 | $ 2,097,872 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Feb. 03, 2018 | Jan. 28, 2017 |
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 | 49,287,856 | 48,783,700 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Net sales: | |||
Total net sales | $ 3,304,346 | $ 3,378,703 | $ 3,496,271 |
Cost of sales: | |||
Total cost of sales | 1,895,580 | 1,937,235 | 2,011,848 |
Gross margin: | |||
Total gross margin | 1,408,766 | 1,441,468 | 1,484,423 |
Advertising expense | 173,411 | 189,956 | 204,985 |
Selling, general and administrative expenses | 1,000,892 | 1,099,328 | 1,085,900 |
Goodwill and intangible asset impairment charges | 1,500 | 1,243,354 | |
Asset impairment charges | 3,547 | 19,358 | 27,480 |
Operating income (loss) | 229,416 | 132,826 | (1,077,296) |
Interest income | 564 | 167 | 187 |
Interest expense | (100,471) | (103,149) | (105,977) |
Gain (loss) on extinguishment of debt, net | 5,445 | 1,737 | (12,675) |
Earnings (loss) before income taxes | 134,954 | 31,581 | (1,195,761) |
Provision (benefit) for income taxes | 38,251 | 6,625 | (169,042) |
Net earnings (loss) | $ 96,703 | $ 24,956 | $ (1,026,719) |
Net earnings (loss) per common share allocated to common shareholders: | |||
Basic (in dollars per share) | $ 1.97 | $ 0.51 | $ (21.26) |
Diluted (in dollars per share) | $ 1.95 | $ 0.51 | $ (21.26) |
Weighted-average common shares outstanding: | |||
Basic (in shares) | 49,094 | 48,607 | 48,288 |
Diluted (in shares) | 49,468 | 48,786 | 48,288 |
Retail Segment | |||
Net sales: | |||
Retail clothing product | $ 2,439,817 | $ 2,445,922 | $ 2,599,934 |
Rental services | 428,355 | 457,444 | 443,290 |
Alteration and other services | 184,849 | 195,035 | 209,250 |
Total net sales | 3,053,021 | 3,098,401 | 3,252,474 |
Cost of sales: | |||
Retail clothing product | 1,084,266 | 1,093,639 | 1,160,323 |
Rental services | 69,973 | 82,764 | 76,726 |
Alteration and other services | 139,840 | 136,904 | 145,852 |
Occupancy costs | 415,981 | 431,298 | 455,486 |
Total cost of sales | 1,710,060 | 1,744,605 | 1,838,387 |
Gross margin: | |||
Retail clothing product | 1,355,551 | 1,352,283 | 1,439,611 |
Rental services | 358,382 | 374,680 | 366,564 |
Alteration and other services | 45,009 | 58,131 | 63,398 |
Occupancy costs | (415,981) | (431,298) | (455,486) |
Total gross margin | 1,342,961 | 1,353,796 | 1,414,087 |
Asset impairment charges | 3,500 | 16,500 | |
Corporate Apparel Segment | |||
Net sales: | |||
Total net sales | 251,325 | 280,302 | 243,797 |
Cost of sales: | |||
Total cost of sales | 185,520 | 192,630 | 173,461 |
Gross margin: | |||
Total gross margin | $ 65,805 | $ 87,672 | $ 70,336 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | |||
Net earnings (loss) | $ 96,703 | $ 24,956 | $ (1,026,719) |
Currency translation adjustments | 29,089 | (13,546) | (22,427) |
Unrealized gain (loss) on cash flow hedges, net of tax | 227 | 1,925 | (342) |
Adjustment to minimum pension liability, net of tax | (15) | 24 | (46) |
Comprehensive income (loss) | $ 126,004 | $ 13,359 | $ (1,049,534) |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Capital in Excess of Par | (Accumulated Deficit) Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock, at Cost | Total |
Balance at the beginning of the year at Jan. 31, 2015 | $ 482 | $ 440,907 | $ 537,263 | $ (5,671) | $ (3,192) | $ 969,789 |
Increase (Decrease) in Shareholders' Equity | ||||||
Net earnings (loss) | (1,026,719) | (1,026,719) | ||||
Other comprehensive loss | (22,815) | (22,815) | ||||
Cash dividends - $0.72 per share | (35,143) | (35,143) | ||||
Share-based compensation | 14,839 | 14,839 | ||||
Common stock issued under share-based award plans and to stock discount plan - 307,142, 336,746 and 504,156 shares for 2015,2016 and 2017 respectively | 3 | 2,971 | 2,974 | |||
Tax payments related to vested deferred stock units | (4,538) | (4,538) | ||||
Tax benefit related to share-based plans | 1,456 | 1,456 | ||||
Repurchases of common stock - 5,799 shares for 2015, respectively | (277) | (277) | ||||
Treasury stock reissued - 8,804 shares for 2015 respectively | 130 | 218 | 348 | |||
Balance at the end of the year at Jan. 30, 2016 | 485 | 455,765 | (524,876) | (28,486) | (2,974) | (100,086) |
Increase (Decrease) in Shareholders' Equity | ||||||
Net earnings (loss) | 24,956 | 24,956 | ||||
Other comprehensive loss | (11,597) | (11,597) | ||||
Cash dividends - $0.72 per share | (35,930) | (35,930) | ||||
Share-based compensation | 17,436 | 17,436 | ||||
Common stock issued under share-based award plans and to stock discount plan - 307,142, 336,746 and 504,156 shares for 2015,2016 and 2017 respectively | 3 | 2,186 | 2,189 | |||
Tax payments related to vested deferred stock units | (1,362) | (1,362) | ||||
Tax benefit related to share-based plans | (3,224) | (3,224) | ||||
Retirement of treasury stock - 120,129 shares for 2016 respectively | (1) | (2,973) | $ 2,974 | |||
Balance at the end of the year at Jan. 28, 2017 | 487 | 470,801 | (538,823) | (40,083) | (107,618) | |
Increase (Decrease) in Shareholders' Equity | ||||||
Net earnings (loss) | 96,703 | 96,703 | ||||
Cash dividends - $0.72 per share | (37,046) | (37,046) | ||||
Share-based compensation | 20,636 | 20,636 | ||||
Common stock issued under share-based award plans and to stock discount plan - 307,142, 336,746 and 504,156 shares for 2015,2016 and 2017 respectively | 5 | 1,898 | 1,903 | |||
Tax payments related to vested deferred stock units | (1,687) | (1,687) | ||||
Balance at the end of the year at Feb. 03, 2018 | $ 492 | $ 491,648 | $ (479,166) | $ (10,782) | $ 2,192 |
CONSOLIDATED STATEMENTS OF SHA7
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - $ / shares | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) | |||
Cash dividends declared per common share (in dollars per share) | $ 0.72 | $ 0.72 | $ 0.72 |
Common stock issued under share-based award plans and to stock discount plan (in shares) | 504,156 | 336,746 | 307,142 |
Treasury stock reissued (in shares) | 8,804 | ||
Repurchases of common stock (in shares) | 5,799 | ||
Retirement of treasury stock (in shares) | 120,291 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings (loss) | $ 96,703 | $ 24,956 | $ (1,026,719) |
Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 106,493 | 115,205 | 132,329 |
Rental product amortization | 38,021 | 42,171 | 34,592 |
Goodwill and intangible asset impairment charges | 1,500 | 1,243,354 | |
(Gain) loss on extinguishment of debt, net | (5,445) | (1,737) | 12,675 |
Amortization of deferred financing costs and discount on long-term debt | 7,066 | 7,503 | 7,915 |
Loss on disposition of assets | 1,237 | 6,396 | 3,548 |
Asset impairment charges | 3,547 | 19,358 | 27,480 |
Share-based compensation | 20,636 | 17,436 | 14,839 |
Excess tax benefits from share-based plans | (11) | (1,584) | |
Deferred tax benefit | (5,763) | (23,988) | (184,841) |
Deferred rent expense and other | 938 | (1,725) | 4,066 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (9,440) | (5,593) | 8,165 |
Inventories | 114,652 | 61,707 | (94,889) |
Rental product | (9,582) | (41,779) | (65,866) |
Other assets | (5,956) | 71,338 | (8,815) |
Accounts payable, accrued expenses and other current liabilities | (10,843) | (44,630) | 22,953 |
Income taxes payable | 4,650 | 849 | 289 |
Other liabilities | 2,354 | (4,828) | 2,206 |
Net cash provided by operating activities | 350,768 | 242,628 | 131,697 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (94,958) | (99,694) | (115,498) |
Acquisition of business, net of cash | (457) | ||
Proceeds from sales of property and equipment | 5,480 | 617 | 2,617 |
Net cash used in investing activities | (89,935) | (99,077) | (112,881) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on term loan | (53,379) | (42,451) | (8,000) |
Proceeds from asset-based revolving credit facility | 276,300 | 609,537 | 180,500 |
Payments on asset-based revolving credit facility | (276,300) | (609,537) | (180,500) |
Repurchase and retirement of senior notes | (145,371) | (21,924) | |
Deferred financing costs | (2,580) | (3,566) | |
Cash dividends paid | (35,761) | (35,240) | (34,980) |
Proceeds from issuance of common stock | 1,903 | 2,189 | 2,974 |
Tax payments related to vested deferred stock units | (1,687) | (1,362) | (4,538) |
Excess tax benefits from share-based plans | 11 | 1,584 | |
Repurchases of common stock | (277) | ||
Net cash (used in) provided by financing activities | (236,875) | (98,777) | (46,803) |
Effect of exchange rate changes | 8,760 | (3,865) | (4,294) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 32,718 | 40,909 | (32,281) |
Balance at beginning of period | 70,889 | 29,980 | 62,261 |
Balance at end of period | 103,607 | 70,889 | 29,980 |
Cash paid (refunded) for: | |||
Interest | 106,372 | 96,408 | 96,994 |
Income taxes, net | 39,537 | (39,682) | 21,857 |
Unpaid capital expenditure purchases | |||
Unpaid capital expenditure purchases | $ 2,900 | $ 12,200 | $ 12,800 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Feb. 03, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Business— Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation (“Tailored Brands”), became the successor reporting company to The Men’s Wearhouse, Inc. (“The Men’s Wearhouse”), pursuant to a holding company reorganization (the “Reorganization”). Upon completion of the Reorganization, each issued and outstanding share of common stock of Men’s Wearhouse was automatically converted into one share of common stock of Tailored Brands, having the same designations, preferences, limitations, and relative rights and corresponding obligations as the shares of common stock of Men’s Wearhouse. In addition, as part of the Reorganization, Men’s Wearhouse’s treasury shares were canceled. The consolidated assets and liabilities of Tailored Brands and its subsidiaries immediately after the Reorganization were the same as the consolidated assets and liabilities of Men's Wearhouse immediately prior to the Reorganization. Tailored Brands and its subsidiaries (the “Company”, “we”, “us”, and “our”) is a specialty apparel retailer offering suits, suit separates, sport coats, slacks, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo and suit rental product (collectively “rental product”). We serve our customers through an expansive omni-channel network including over 1,400 locations in the United States (“U.S.”) and Canada as well as our branded e-commerce websites at www.menswearhouse.com, www.josbank.com and www.josephabboud.com. Our retail stores are operated under the Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank Clothiers (“Jos. A. Bank”), Moores Clothing for Men (“Moores”), Joseph Abboud, and K&G names and carry a wide selection of exclusive and non-exclusive merchandise brands. In addition, we offer our customers alteration services and most of our K&G stores also offer women’s career and casual apparel, sportswear and accessories, including shoes, and children’s apparel . Also, we conduct retail dry cleaning, laundry and heirlooming operations through MW Cleaners in Texas. See Note 3 for information on our divestiture of MW Cleaners. Additionally, we operate an international corporate apparel business with operations in both the United Kingdom (“UK”) and the U.S. Our UK-based business is the largest provider of corporate apparel in the UK under the Dimensions, Alexandra and Yaffy brands. In the U.S., our corporate apparel business operates under the Twin Hill brand name. Our corporate apparel business provides corporate apparel uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the internet 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 February 3, 2018 (“fiscal 2017”), January 28, 2017 (“fiscal 2016”), and January 30, 2016 (“fiscal 2015”). Each of these periods had 52 weeks except for fiscal 2017, which consisted of 53 weeks. Principles of Consolidation — The consolidated financial statements include the accounts of Tailored Brands, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents — Cash and cash equivalents includes all cash in banks, cash on hand and all highly liquid investments with an original maturity of three months or less. Accounts Receivable —Accounts receivable consists of our receivables from third‑party credit card providers and other trade receivables, which consist primarily of receivables from our corporate apparel segment customers. Collectability is reviewed regularly and recorded net of an allowance for uncollectible accounts, which is adjusted as necessary. Inventories —Inventories are valued at the lower of cost and net realizable value. Cost is determined based on the average cost method. Our inventory cost also includes estimated procurement and distribution costs (warehousing, freight, hangers and merchandising costs) associated with the inventory, with the balance of such costs included in cost of sales. Procurement and distribution costs are generally allocated to inventory based on the ratio of annual product purchases to inventory cost. We make assumptions, based primarily on historical experience, as to items in our inventory that may be damaged, obsolete or salable only at marked down prices to reflect the net realizable value of these items. Property and Equipment —Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the related allowances for depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings. Buildings are depreciated using the straight‑line method over their estimated useful lives of 10 to 25 years. Depreciation of leasehold improvements is computed on the straight‑line method over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured, or the useful life of the assets, whichever is shorter. Furniture, fixtures and equipment are depreciated using primarily the straight‑line method over their estimated useful lives of two to 15 years. Depreciation expense was $102.5 million, $110.4 million and $117.9 million for fiscal 2017, 2016 and 2015, 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 $38.0 million, $42.2 million and $34.6 million for fiscal 2017, 2016 and 2015, 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 $3.5 million, $19.4 million and $27.5 million for fiscal 2017, 2016 and 2015, respectively. Of the $3.5 million of asset impairment charges recorded in fiscal 2017, all of which relates to our retail segment, $1.2 million relates to fixed assets in our tuxedo shops within Macy’s (see Note 2 for additional information) and the remainder relates to underperforming stores. Of the $19.4 million recorded in fiscal 2016, $16.5 million relates to our retail segment, of which $14.0 million related to fixed assets in our tuxedo shops within Macy’s, $2.5 million related primarily to stores closed as part of our store rationalization program and $2.9 million relates to a long-lived asset reclassified as held for sale in our shared services segment. Of the $27.5 million recorded in fiscal 2015, all of which relates to our retail segment, $23.1 million related to stores closed in fiscal 2016 as a result of our store rationalization program (see Note 4 for additional information). 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 7 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. In addition, in January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment . ASU 2017-04 eliminates Step 2 from the goodwill impairment test and instead requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. We early adopted ASU 2017-04 in the fourth quarter of fiscal 2017, and it had no material impact on the consolidated financial statements. 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 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. As of February 3, 2018, our annual impairment evaluation of goodwill for all reporting units except for MW Cleaners, did not result in an impairment charge. See Note 3 for discussion of a goodwill impairment charge related to our divestiture of MW Cleaners. 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 February 3, 2018, our annual impairment evaluation of indefinite-lived intangible assets did not result in an impairment charge. See Note 7 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 $3.6 million and $6.1 million as of fiscal 2017 and 2016, 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. In addition, the Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted in December 2017, which significantly changes how the U.S. taxes corporations. As a result, we made certain judgments in interpreting the provisions of the Act as well as estimates in calculations used in preparing our fiscal 2017 operating results. S ee Note 8 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 $3.2 million, $2.9 million and $2.7 million was recognized during fiscal 2017, 2016 and 2015, 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 generally 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 $9.1 million and $9.8 million as of fiscal 2017 and 2016, 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. During the first quarter of fiscal 2017, we adopted 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. The recognition of excess tax benefits and deficiencies related to the vesting of stock-based awards in the statement of earnings and presentation of excess tax benefits on the statement of cash flows were adopted prospectively, with no adjustments made to prior periods. In addition, upon adoption, we did not change our policy on accounting for forfeitures, which is to estimate the number of awards expected to be forfeited and adjusting the estimate as needed. Overall, the adoption of ASU 2016-09 did not have a material impact on our financial statements. We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of deferred stock units, performance units, and restricted stock is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. Awards settled in cash are classified as liabilities and the fair value of awards settled in cash will be remeasured at each reporting period until the awards are settled. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest and the level and likelihood of the performance condition to be met. For grants with a service condition only that are subject to graded vesting, we recognize expense on a straight-line basis over the requisite service period for the entire award. Share‑based compensation expense, including cash settled awards, recognized for fiscal 2017 was $25.2 million. Share-based compensation expense recognized for fiscal 2016 and 2015 was, $17.4 million and $14.8 million, respectively. There were no cash settled awards granted during fiscal 2016 and 2015. Total income tax benefit recognized in net earnings (loss) for share‑based compensation arrangements was $9.5 million, $6.8 million and $5.8 million for fiscal 2017, 2016 and 2015, 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. Earnings (loss) per share — In 2017, we calculated earnings (loss) per common share allocated to common shareholders using the treasury stock method while in 2016 and 2015, we applied the two-class method. The two-class method required an evaluation of whether instruments granted in share-based payment transactions were participating securities, including unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) and how participating securities should be included in the computation of earnings per common share allocated to common shareholders. See Note 5 for disclosures regarding earnings (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. Recent Accounting Pronouncements —We have considered all new accounting pronouncements and have concluded that the following new pronouncements may have a material impact on our results of operations, financial condition, or cash flows. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. ASU 2017-12 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2017-12 is permitted. We are currently evaluating the impact ASU 2017-12 will have on our financial position, results of operations and cash flows . In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between current U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The guidance is required to be adopted using the modified retrospective approach, with optional practical expedients. We are currently evaluating the impact ASU 2016-02 will have on our financial position, results of operations and cash flows but expect that it will result in a significant increase in our long-term assets and liabilities given we have a considerable number of operating 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 FASB has also issued several updates to ASU 2014-09. The guidance allows for either a full retrospective or a modified retrospective transition method and will also require additional disclosures. We will adopt ASU 2014-09 in the first quarter of fiscal 2018 using the modified retrospective method by recognizing a cumulative adjustment to retained earnings. Based on our assessment, we determined that the adoption of ASU 2014-09 will impact the timing of revenue recognition related to our customer loyalty programs, gift cards and e-commerce sales. For our customer loyalty programs, we will no longer use the incremental cost method approach, rather we will use a deferred revenue model. For gift card breakage, which is currently recognized as a reduction of SG&A when the redemption of the gift card is remote, we will now classify breakage within net sales and it will be recognized proportionately over the expected redemption period. For e-commerce sales, we will no longer recognize revenue based on estimated customer receipt but will recognize revenue upon shipment to the customer. In addition, for our corporate apparel segment, certain deferred revenue balances along with related inventory amounts will be eliminated as part of the cumulative adjustment to retained earnings. Also, for estimated sales returns, we will recognize allowances for estimated sales returns on a gross basis rather than net basis on the consolidated balance sheets. We expect the cumulative adjustment to retained earnings will be less than $40.0 million, net of tax. We do not expect the adoption of ASU 2014-09 to have a material impact on our results of operations, financial condition or cash flows on an ongoing basis. |
TERMINATION OF TUXEDO RENTAL LI
TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY'S | 12 Months Ended |
Feb. 03, 2018 | |
TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY'S | |
TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY'S | 2. TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY’S During the first quarter of fiscal 2017, we reached an agreement with Macy's to wind down operations under the tuxedo rental license agreement established between Macy's and The Men's Wearhouse in 2015. During fiscal 2017, we completed the winding down of our operations related to our tuxedo shops within Macy's and all tuxedo shops within Macy's closed in the second quarter of 2017. As a result of the agreement, during the first quarter of fiscal 2017, we incurred $17.2 million of termination-related costs, of which $14.6 million were cash charges. These costs included $12.3 million related to contract termination, $1.4 million of rental product write-offs, $1.2 million of asset impairment charges and $2.3 million of other costs, all of which relate to our retail segment. Of the $17.2 million in termination-related costs, $14.6 million is recorded in SG&A, $1.4 million is included in cost of sales and $1.2 million is included in asset impairment charges in the consolidated statement of earnings. At February 3, 2018, all termination-related costs have been paid. |
DIVESTITURE OF MW CLEANERS
DIVESTITURE OF MW CLEANERS | 12 Months Ended |
Feb. 03, 2018 | |
DIVESTITURE OF MW CLEANERS | |
DIVESTITURE OF MW CLEANERS | 3. DIVESTITURE OF MW CLEANERS On February 28, 2018, we entered into a definitive agreement to divest our MW Cleaners business for approximately $18.0 million, subject to certain adjustments, and the transaction closed on March 3, 2018. Additionally, we determined that the MW Cleaners business did not meet the held for sale criteria as of the end of fiscal 2017. However, during the fourth quarter of 2017, based on an indicator of the fair value of the business, we recorded a goodwill impairment charge of $1.5 million to write down the net assets related to MW Cleaners to its estimated fair value, which relates to our retail segment. Total assets for MW Cleaners of approximately $24.0 million primarily consist of accounts receivable, goodwill and property, plant and equipment while total liabilities of approximately $6.0 million primarily consist of accrued expenses and deferred tax liabilities. |
RESTRUCTURING AND OTHER CHARGES
RESTRUCTURING AND OTHER CHARGES | 12 Months Ended |
Feb. 03, 2018 | |
RESTRUCTURING AND OTHER CHARGES | |
RESTRUCTURING AND OTHER CHARGES | 4. RESTRUCTURING AND OTHER CHARGES During the fourth quarter of fiscal 2015, we began implementing initiatives intended to reduce costs and improve operating performance. These initiatives included a store rationalization program as well as a profit improvement program to drive operating efficiencies and improve our expense structure. These programs were substantially completed in fiscal 2016 and resulted in the closure of 75 Jos. A. Bank full line stores, the closure of 56 factory and outlet stores at Jos. A. Bank and Men’s Wearhouse and the closure of 102 Men’s Wearhouse and Tux stores. No charges were incurred under these initiatives in fiscal 2017. Cumulative pre-tax restructuring and other charges incurred in fiscal 2016 and 2015 related to these programs was $109.6 million, of which approximately $68.1 million were cash expenses. A summary of the charges incurred are presented in the table below (amounts in thousands): Fiscal Year 2016 2015 Cumulative Lease termination costs $ 43,116 $ — $ 43,116 Store asset impairment charges and accelerated depreciation, net of deferred rent 1,734 23,146 24,880 Consulting costs 15,074 918 15,992 Inventory reserve charges — 11,008 11,008 Severance and employee-related costs 6,103 — 6,103 Favorable lease impairment charges — 5,533 5,533 Other costs 2,060 858 2,918 Total pre-tax restructuring and other charges (1) $ 68,087 $ 41,463 $ 109,550 (1) For fiscal 2016, consists of $71.9 million included in SG&A offset by a $3.8 million reduction in cost of sales. For fiscal 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. 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 28, 2017 $ 986 $ 4,834 $ 60 $ 25 $ 5,905 Charges, excluding non-cash items — — — — — Payments (986) (4,557) (60) (25) (5,628) Ending Balance, February 3, 2018 $ — $ 277 $ — $ — $ 277 In addition to the restructuring costs described above, we incurred integration and other costs related to Jos. A. Bank totaling $8.8 million and $18.7 million for fiscal years 2016 and 2015, 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. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Feb. 03, 2018 | |
EARNINGS (LOSS) PER SHARE | |
EARNINGS (LOSS) PER SHARE | 5. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per common share allocated to common shareholders is computed by dividing net earnings (loss) by the weighted-average common shares outstanding during the period. Diluted earnings (loss) per common share reflect the more dilutive earnings per common share amount calculated using the treasury stock method or the two-class method. For fiscal 2017, the treasury stock method is used to calculate diluted earnings per common share while the two-class method was used for fiscal 2016 and 2015. 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 2017 2016 2015 Numerator Net earnings (loss) $ 96,703 $ 24,956 $ (1,026,719) Net earnings allocated to participating securities (restricted stock and deferred stock units) — (28) — Net earnings (loss) allocated to common shareholders $ 96,703 $ 24,928 $ (1,026,719) Denominator Basic weighted-average common shares outstanding 49,094 48,607 48,288 Dilutive effect of share-based awards 374 179 — Diluted weighted-average common shares outstanding 49,468 48,786 48,288 Net earnings (loss) per common share allocated to common shareholders: Basic $ 1.97 $ 0.51 $ (21.26) Diluted $ 1.95 $ 0.51 $ (21.26) For fiscal 2017, 2016 and 2015, 1.8 million, 1.6 million, and 0.4 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 |
Feb. 03, 2018 | |
DEBT | |
DEBT | 6. DEBT In 2014, The Men’s Wearhouse 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 on the balance sheet as a reduction of the outstanding balance on the Term Loan and is amortized to interest expense over the contractual life of the Term Loan. In addition, in 2014, The Men’s Wearhouse issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the “Senior Notes”). In October 2017, we amended our then existing $500.0 million ABL Facility in part to increase the principal amount available to $550.0 million and extend the maturity date to October 2022. See Credit Facilities section below for additional information. The Credit Facilities and the Senior Notes contain customary non-financial and financial covenants, including fixed charge coverage ratios, total leverage ratios and secured leverage ratios. In addition, we are currently restricted on our ability to pay dividends on our common stock in excess of $10.0 million per quarter. Historically, our total leverage ratio and secured leverage ratio were above the maximums specified in the agreements. As a result, we were subject to certain additional restrictions, including limitations on our ability to make significant acquisitions and incur additional indebtedness. As of February 3, 2018, our total leverage ratio and secured leverage ratio were below the maximums specified in the agreements and we believe these ratios will remain below the maximums specified in the agreements, which will result in the elimination of these additional restrictions. Credit Facilities The Term Loan is guaranteed, jointly and severally, by Tailored Brands, Inc. and certain of our U.S. subsidiaries and will mature in 2021. The interest rate on the Term Loan is based on 1-month LIBOR, which was 1.58% at February 3, 2018, plus the applicable margin which is currently 3.50%, resulting in a total interest rate of 5.08%. 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. In April 2017, we entered into an additional interest rate swap agreement to exchange variable rate payments under a portion of the Term Loan for a fixed rate. At February 3, 2018, the total notional amount under our interest rate swaps is $410.0 million. See Note 16 for additional information on our interest rate swaps. In 2015, The Men’s Wearhouse 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, 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 swaps and the Incremental Agreement, we have converted a significant portion of the variable interest rate under the Term Loan to a fixed rate and, as of February 3, 2018, the Term Loan had a weighted average interest rate of 5.22%. In October 2017, we amended our ABL Facility, which now provides for a senior secured revolving credit facility of $550.0 million, with possible future increases to $650.0 million under an expansion feature, that matures in October 2022, and is guaranteed, jointly and severally, by Tailored Brands, Inc. and certain of our U.S. subsidiaries. The ABL Facility has several borrowing and interest rate options including the following indices: (i) adjusted LIBOR, (ii) Canadian Dollar Offered Rate (“CDOR”) rate, (iii) Canadian prime rate or (iv) an alternate base rate (equal to the greater of the prime rate, the New York Federal Reserve Bank (“NYFRB”) rate plus 0.5% or adjusted LIBOR for a one-month interest period plus 1.0%). Advances under the ABL Facility bear interest at a rate per annum using the applicable indices plus a varying interest rate margin of up to 1.75%. The ABL Facility also provides for fees applicable to amounts available to be drawn under outstanding letters of credit which range from 1.25% to 1.75%, and a fee on unused commitments of 0.25%. As of February 3, 2018, there were no borrowings outstanding under the ABL Facility. During fiscal 2017, the maximum borrowing outstanding under the ABL Facility was $34.7 million. The obligations under the Credit Facilities are secured on a senior basis by a first priority lien on substantially all of the assets of the Company, 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 as collateral for workers compensation claims and to secure inventory purchases. At February 3, 2018, letters of credit totaling approximately $37.3 million were issued and outstanding. Borrowings available under the ABL Facility as of February 3, 2018 were $505.5 million. Senior Notes The Senior Notes are guaranteed, jointly and severally, on an unsecured basis by Tailored Brands, Inc. and certain of our U.S. subsidiaries. The Senior Notes and the related guarantees are senior unsecured obligations of The Men’s Wearhouse and the guarantors, respectively, and will rank equally with all of The Men’s Wearhouse’s and each guarantor’s present and future senior indebtedness. The Senior Notes will mature in July 2022. Interest on the Senior Notes is payable on January 1 and July 1 of each year. We may redeem some or all of the Senior Notes at any time on or after July 1, 2017 at the redemption prices set forth in the indenture governing the Senior Notes. Upon the occurrence of certain specific changes of control, we may be required to offer to purchase the Senior Notes at 101% of their aggregate principal amount plus accrued and unpaid interest thereon to the date of purchase. Long-Term Debt In May 2017, we made a mandatory excess cash flow prepayment of $4.6 million on the Term Loan. In January 2018, we also made an optional prepayment of $40.0 million on the Term Loan. As a result of these prepayments, 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 2017, we repurchased and retired $153.8 million in face value 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 $6.3 million, which reflects an $8.4 million gain upon repurchase partially offset by the elimination of unamortized deferred financing costs of $2.1 million. As a result of the repurchase and retirement of $153.8 million in face value of Senior Notes and our Term Loan prepayments, we recorded a net gain on extinguishment totaling $5.4 million which reflects a $8.4 million gain upon repurchase partially offset by the elimination of unamortized deferred financing costs of $3.0 million, which is included as a separate line in the consolidated statement of earnings (loss). The following table provides details on our long-term debt as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Term Loan (net of unamortized OID of $3.0 million at February 3, 2018 and $4.1 million at January 28, 2017) $ 990,465 $ 1,042,660 Senior Notes 421,209 575,000 Less: Deferred financing costs related to the Term Loan and Senior Notes (14,866) (22,131) Total long-term debt, net 1,396,808 1,595,529 Current portion of long-term debt (7,000) (13,379) Total long-term debt, net of current portion $ 1,389,808 $ 1,582,150 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 2018 $ 7,000 2019 5,250 2020 7,000 2021 974,170 2022 421,209 Thereafter — Total long-term debt 1,414,629 Deferred financing costs and unamortized OID (17,821) Total long-term debt, net $ 1,396,808 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Feb. 03, 2018 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | 7. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended February 3, 2018 and January 28, 2017 are as follows (in thousands): Corporate Retail Apparel Total Balance at January 30, 2016 $ 93,201 $ 25,385 $ 118,586 Translation adjustment 1,310 (2,870) (1,560) Balance at January 28, 2017 94,511 22,515 117,026 Goodwill of acquired business — 695 695 Goodwill impairment charge (1,500) — (1,500) Translation adjustment 1,294 2,777 4,071 Balance at February 3, 2018 $ 94,305 $ 25,987 $ 120,292 The goodwill of acquired business resulted from an immaterial acquisition by our UK based operations. See Note 3 for discussion of a goodwill impairment charge related to our divestiture of MW Cleaners. As of February 3, 2018 and January 28, 2017, accumulated goodwill impairment totaled $780.0 million and $778.5 million respectively, all within our retail segment. Intangible Assets The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): February 3, January 28, 2018 2017 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ 16,273 $ 15,966 Favorable leases 13,229 13,826 Customer relationships 28,713 25,483 Total carrying amount 58,215 55,275 Accumulated amortization: Trademarks, tradenames and franchise agreements (10,558) (10,055) Favorable leases (5,010) (3,961) Customer relationships (17,992) (13,804) Total accumulated amortization (33,560) (27,820) Total amortizable intangible assets, net 24,655 27,455 Indefinite-lived intangible assets: Trademarks and tradename 144,204 Total intangible assets, net $ $ 171,659 The pre-tax amortization expense associated with intangible assets subject to amortization totaled approximately $4.2 million, $4.8 million and $14.4 million for fiscal 2017, 2016 and 2015, respectively. Pre-tax amortization expense associated with intangible assets subject to amortization at February 3, 2018 is estimated to be approximately $3.8 million for fiscal year 2018, $3.6 million for fiscal year 2019, $3.5 million for fiscal year 2020, $3.4 million for fiscal year 2021 and $2.1 million for fiscal year 2022. 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 $ 769,021 Tradename impairment charge 425,900 Customer relationship impairment charge 41,474 Favorable lease impairment charge 6,959 Total goodwill and intangible asset impairment charges $ 1,243,354 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Feb. 03, 2018 | |
INCOME TAXES | |
INCOME TAXES | 8. INCOME TAXES Earnings (loss) before income taxes (in thousands): Fiscal Year 2017 2016 2015 United States $ 90,399 $ (9,986) $ (1,242,022) Foreign 44,555 41,567 46,261 Total $ 134,954 $ 31,581 $ (1,195,761) The provision (benefit) for income taxes consists of the following (in thousands): Fiscal Year 2017 2016 2015 Current tax expense: Federal $ 25,701 $ 18,545 $ 5,615 State 5,067 912 1,877 Foreign 13,246 11,156 8,307 Deferred tax (benefit) expense: Federal and state (21,187) (23,135) (185,440) Foreign 15,424 (853) 599 Total $ 38,251 $ 6,625 $ (169,042) In December 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Reform Act”). The changes included in the Tax Reform Act are broad and complex, which impacted our consolidated financial statements in fiscal 2017 including, but not limited to: reducing the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018 and requiring a one-time transition tax on certain unrepatriated earnings of non-U.S. subsidiaries that may electively be paid over eight years. The transition tax resulted in certain previously untaxed non-U.S. earnings being included in the U.S. federal and state 2017 taxable income. The Tax Reform Act also enacted new tax laws which include, but are not limited to: a Base Erosion Anti-abuse Tax (“BEAT”), which is a new minimum tax, generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, a provision designed to tax currently global intangible low taxed income (“GILTI”), a provision that may limit the amount of currently deductible interest expense, the repeal of the domestic production incentives, limitations on the deductibility of certain executive compensation, and limitations on the utilization of foreign tax credits to reduce the U.S. income tax liability. Shortly after the Tax Reform Act was enacted, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”) which provides guidance on accounting for the Tax Reform Act’s impact. SAB 118 provides a measurement period, which in no case should extend beyond one year from the Tax Reform Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Reform Act. In accordance with SAB 118, a company must reflect the income tax effects of the Tax Reform Act in the reporting period in which the accounting is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Reform Act is incomplete, a company can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first reporting period in which a reasonable estimate can be determined. As a result, we have recorded a provisional discrete net tax benefit of $0.3 million related to the Tax Reform Act in fiscal 2017 which is made up of a benefit from the deferred tax remeasurement offset by additional provision for the transition tax. While we have made a reasonable estimate of the impact of the Tax Reform Act, we are continuing to finalize the consequences of tax reform, including the temporary differences that existed on the date of enactment. Furthermore, as a result of the Tax Reform Act, the Company is currently analyzing its global working capital requirements and the potential tax liabilities that would be incurred if certain non-U.S. subsidiaries made distributions, which include local country withholding tax and potential U.S. state taxation. In prior years, no provision for U.S. income taxes or Canadian withholding taxes had been made on the cumulative undistributed earnings of foreign companies because we intended to permanently reinvest all the foreign earnings outside the U.S. In response to the Tax Reform Act, we no longer intend to permanently reinvest our foreign earnings. As a result, the Company has included a provisional estimate of incremental withholding liabilities on its investment in foreign earnings totaling $17.3 million. Lastly, we are also currently analyzing other provisions of the Tax Reform Act that become effective in fiscal 2018. These provisions include eliminating U.S. federal income taxes on dividends from foreign subsidiaries, the treatment of amounts in accumulated other comprehensive income, potential limitations on the amount of currently deductible interest expense, and the limitations on the deductibility of certain executive compensation. The impact of these provisions may result in future adjustments of estimates included in our fiscal 2017 financial statements. A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows: Fiscal Year 2017 2016 2015 Federal statutory rate % % % State income taxes, net of federal benefit Uncertain tax positions Foreign tax rate differential Amortizable tax goodwill Goodwill impairment — — Valuation allowance Tax credits — Impact of change to permanent reinvestment of foreign earnings — — Impact of Tax Reform Act — — Impact of ASU 2016-09 — — Adjustments to net tax accruals — Other % % % In fiscal 2017, our effective income tax rate was 28.3% and is lower than the U.S. statutory rate primarily due to foreign earnings and the lower tax rates in these jurisdictions and the release of specific uncertain tax positions liabilities, partially offset by a change in our position on permanently reinvested foreign earnings and valuation allowance changes. In 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 lower tax rates in these jurisdictions. 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 February 3, 2018, it is more likely than not that we will realize the benefits of the deferred tax assets, except as discussed below. At February 3, 2018 and January 28, 2017, we had net non-current deferred tax liabilities of $68.8 million and $70.6 million, respectively. The decrease in the net deferred tax liabilities is primarily due to the change in the federal statutory rate as a result of the Tax Reform Act. We have a valuation allowance of $19.5 million against certain state deferred tax assets and foreign tax credits for which we have concluded it is more likely than not that we will not recognize the asset. Total deferred tax assets and liabilities and the related temporary differences as of February 3, 2018 and January 28, 2017 were as follows (in thousands): February 3, January 28, 2018 2017 Deferred tax assets: Accrued rent and other expenses $ 31,574 $ 53,851 Accrued compensation 16,475 28,530 Accrued inventory markdowns 3,616 8,330 Other 608 2,902 Tax loss and other carryforwards 28,605 23,361 Total deferred tax assets 80,878 116,974 Valuation allowance (19,472) (9,830) Net deferred tax assets 61,406 107,144 Deferred tax liabilities: Property and equipment (46,089) (79,217) Capitalized inventory costs (17,950) (30,977) Intangibles (43,686) (65,776) Investment in foreign subsidiaries (17,314) — Other (5,192) (1,770) Total deferred tax liabilities (130,231) (177,740) Net deferred tax liabilities $ (68,825) $ (70,596) In accordance with the guidance regarding accounting for uncertainty in income taxes, we classify uncertain tax positions as non‑current income tax liabilities unless expected to be paid within one year and recognize interest and/or penalties related to income tax matters in income tax expense. As of February 3, 2018 and January 28, 2017, the total amount of accrued interest related to uncertain tax positions was $0.2 million and $1.5 million, respectively. The following table summarizes the activity related to our uncertain tax positions (in thousands): February 3, January 28, 2018 2017 Gross uncertain tax positions, beginning balance $ 19,450 $ 20,868 Increase in tax positions for prior years 156 2,343 Decrease in tax positions for prior years (17,908) (2,321) Increase in tax positions due to business combinations — — Increase in tax positions for current year 300 — Decrease in tax positions for current year — — Settlements (350) — Lapse from statute of limitations (494) (1,440) Gross uncertain tax positions, ending balance $ 1,154 $ 19,450 Of the $1.2 million in uncertain tax positions as of February 3, 2018, $1.2 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 2012 through fiscal 2016. Our tax jurisdictions include the United States, Canada, the UK, The Netherlands, Hong Kong and France as well as their states, territories, provinces and other political subdivisions. A number of U.S. state examinations are ongoing. At February 3, 2018, we had federal, state and foreign net operating loss (“NOL”) carryforwards of approximately $12.5 million, $132.3 million and $1.5 million, respectively. The federal and state NOL carryforwards will expire between fiscal 2018 and 2037; the foreign NOLs can be carried forward indefinitely. At February 3, 2018, we also have $11.0 million of foreign tax credit carryforwards, which will expire between fiscal 2019 and fiscal 2027. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Feb. 03, 2018 | |
INVENTORIES | |
INVENTORIES | 9. INVENTORIES The following table provides details on our inventories as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Finished goods $ 739,668 $ 846,585 Raw materials and merchandise components 112,263 108,927 Total inventories $ 851,931 $ 955,512 |
OTHER CURRENT ASSETS, ACCRUED E
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | 12 Months Ended |
Feb. 03, 2018 | |
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 | 10. OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES The following table provides details on our other current assets as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Prepaid expenses $ 47,545 $ 47,057 Tax receivable 20,368 15,794 Other 10,339 10,751 Total other current assets $ 78,252 $ 73,602 The following table provides details on our accrued expenses and other current liabilities as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Accrued salary, bonus, sabbatical, vacation and other benefits $ 84,767 $ 72,589 Customer deposits, prepayments and refunds payable 59,633 28,384 Unredeemed gift cards 39,609 40,865 Sales, value-added, payroll, property and other taxes payable 29,409 31,188 Accrued workers compensation and medical costs 25,244 31,609 Accrued dividends 11,128 9,842 Loyalty program reward certificates 9,106 9,840 Accrued royalties 5,032 3,720 Accrued interest 3,281 15,457 Lease termination and other store closure costs 427 4,834 Other 17,901 19,571 Total accrued expenses and other current liabilities $ 285,537 $ 267,899 The following table provides details on our deferred taxes, net and other liabilities as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Deferred and other income tax liabilities, net $ 95,314 $ 92,079 Deferred rent and landlord incentives 60,136 61,215 Unfavorable lease liabilities 2,910 4,693 Other 5,831 5,433 Total deferred taxes, net and other liabilities $ 164,191 $ 163,420 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 12 Months Ended |
Feb. 03, 2018 | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME. | |
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME | 11. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following table summarizes the components of accumulated other comprehensive (loss) income during fiscal 2017, 2016 and 2015 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— January 31, 2015 $ (4,232) $ (1,665) $ 226 $ (5,671) Other comprehensive loss before reclassifications (22,427) (1,566) (46) (24,039) Amounts reclassified from accumulated other comprehensive loss — 1,224 — 1,224 Net other comprehensive loss (22,427) (342) (46) (22,815) BALANCE— January 30, 2016 (26,659) (2,007) 180 (28,486) Other comprehensive (loss) income before reclassifications (13,546) 616 24 (12,906) Amounts reclassified from accumulated other comprehensive loss — 1,309 — 1,309 Net other comprehensive (loss) income (13,546) 1,925 24 (11,597) BALANCE— January 28, 2017 (40,205) (82) 204 (40,083) Other comprehensive income (loss) before reclassifications 29,089 (3,397) (15) 25,677 Amounts reclassified from accumulated other comprehensive loss — 3,624 — 3,624 Net other comprehensive income 29,089 227 (15) 29,301 BALANCE— February 3, 2018 $ (11,116) $ 145 $ 189 $ (10,782) Amounts reclassified from other comprehensive (loss) income in fiscal 2017 related to changes in the fair value of our interest rate swaps which is recorded in interest expense in the consolidated statement of earnings (loss) and changes in the fair value of cash flow hedges related to inventory purchases, which is recorded within cost of sales in the consolidated statement of earnings (loss). Amounts reclassified from other comprehensive (loss) income in fiscal 2016 and fiscal 2015 related to changes in the fair value of our interest rate swaps, which is recorded in interest expense in the consolidated statement of earnings (loss). |
DIVIDENDS
DIVIDENDS | 12 Months Ended |
Feb. 03, 2018 | |
DIVIDENDS | |
DIVIDENDS | 12. DIVIDENDS Cash dividends paid were approximately $35.8 million, $35.2 million and $35.0 million during fiscal 2017, 2016 and 2015, respectively. In fiscal 2017, 2016 and 2015, 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 2018 is payable on March 29, 2018 to shareholders of record on March 19, 2018 and is included in accrued expenses and other current liabilities on the consolidated balance sheet as of February 3, 2018. |
EQUITY AND SHARE-BASED COMPENSA
EQUITY AND SHARE-BASED COMPENSATION PLANS | 12 Months Ended |
Feb. 03, 2018 | |
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 February 3, 2018 and January 28, 2017, respectively. Stock Plans In June 2016, our shareholders approved the Tailored Brands, Inc. 2016 Long-Term Incentive Plan (the “2016 LTIP”), which will be used for equity grants after June 2016. As amended in 2017, the 2016 LTIP provides for an aggregate of up to 9,300,000 shares, subject to adjustment, of our common stock (or the fair market value thereof) with respect to which stock options, stock appreciation rights, restricted stock, deferred stock units and performance based awards may be granted to full‑time key employees and to non‑employee directors of the Company. In addition, we continue to administer the 2004 Long-Term Incentive Plan (the “2004 LTIP”) and the 1996 Long‑Term Incentive Plan (“1996 Plan”) as a result of awards which remain outstanding pursuant to such plans. Awards are no longer available for grant under the 2004 LTIP and 1996 Plan. 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 February 3, 2018, 6,700,667 shares were available for grant under the 2016 LTIP and 10,236,163 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 2017: Weighted-Average Units Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at January 28, 2017 1,061,965 523,948 $ 24.31 $ 28.28 Granted 472,708 542,528 11.48 11.45 Vested (1) (456,758) — 25.38 — Forfeited (63,226) (72,845) 19.70 22.01 Non-Vested at February 3, 2018 1,014,689 993,631 $ 18.13 $ 19.55 (1) Includes 126, 064 shares relinquished for tax payments related to vested DSUs in fiscal 2017. The following table summarizes additional information about DSUs: Fiscal Year 2017 2016 2015 DSUs issued 1,015,236 1,315,140 397,811 Weighted average grant date fair value $ 11.47 $ 18.61 $ 53.03 The fair value of shares vested was $11.6 million, $11.1 million and $10.2 million in fiscal 2017, 2016 and 2015, respectively. As of February 3, 2018, the intrinsic value of non‑vested DSUs was $47.2 million. Grants of DSUs generally vest over a period of three years. DSUs earn dividends throughout the vesting period that are subject to the same vesting terms as the underlying awards. The 542,528 performance units granted in 2017 represent a contingent right to earn shares of common stock, subject to the achievement of a Company-specific performance target for fiscal 2019. Assuming the performance target is achieved, 100% of the award will vest on the three year anniversary of the grant date. Performance units that are unvested at the end of the performance period will lapse and be forfeited. Performance units earn dividends throughout the vesting period that are subject to the same vesting terms as the underlying awards. As of February 3, 2018, we have unrecognized compensation expense related to non‑vested DSUs of approximately $17.5 million which is expected to be recognized over a weighted‑average period of 1.5 years. The following table summarizes activity of restricted stock during fiscal 2017: Weighted-Average Shares Grant-Date Fair Value Non-Vested at January 28, 2017 36,878 $ 15.56 Granted — — Vested (36,878) 15.56 Forfeited — — Non-Vested at February 3, 2018 — $ — These restricted stock awards received non-forfeitable dividends when paid to shareholders of record at the payment date. The following table summarizes additional information about restricted stock: Fiscal Year 2017 2016 2015 Stock issued — 18,646 33,157 Weighted average grant date fair value $ — $ 17.37 $ 27.93 Fair value of shares vested (in millions) $ 0.6 $ 0.7 $ 2.0 Stock Options The following table summarizes the activity of stock options during fiscal 2017: Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (in thousands) Outstanding at January 28, 2017 1,194,690 $ 29.70 Granted 630,083 11.54 Exercised (5,790) 17.43 Forfeited (87,833) 15.78 Expired (203,974) 37.88 Outstanding at February 3, 2018 $ 21.97 7.4 Years $ 9,369 Vested and expected to vest at February 3, 2018 $ 22.14 7.4 Years $ 9,079 Exercisable at February 3, 2018 576,616 $ 32.28 5.1 Years $ 939 The weighted‑average grant date fair value of stock options granted during fiscal 2017, 2016 and 2015 was $3.86, $5.18 and $18.63, 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 2017 2016 2015 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 2017, 2016 and 2015 was less than $0.1 million, $0.1 million and $0.5 million, respectively. As of February 3, 2018, we have unrecognized compensation expense related to non‑vested stock options of approximately $2.9 million which is expected to be recognized over a weighted‑average period of 1.3 years. Cash Settled Awards During 2017, we granted stock-based awards to certain employees, which vest over a period of three years, and will be settled in cash ("cash settled awards"). The fair value of the cash settled awards at each reporting period is based on the price of our common stock and includes a market condition. The fair value of the cash settled awards will be remeasured at each reporting period until the awards are settled. At February 3, 2018, the liability associated with the cash settled awards was $4.6 million with $2.8 million recorded in accrued expenses and other current liabilities and $1.8 million recorded in other liabilities in the consolidated balance sheets. The following table summarizes the activity of cash settled awards during fiscal 2017 (in thousands): Cash Settled Awards Non-Vested at January 28, 2017 $ — Granted 8,502 Vested — Forfeited (149) Non-Vested at February 3, 2018 $ 8,353 As of February 3, 2018, we have unrecognized compensation expense related to non‑vested cash settled awards of approximately $5.7 million which is expected to be recognized over a weighted‑average period of 1.5 years. |
RETIREMENT AND STOCK PURCHASE P
RETIREMENT AND STOCK PURCHASE PLANS | 12 Months Ended |
Feb. 03, 2018 | |
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 2017, 2016 and 2015, our matching contributions for the plans charged to operations were $2.7 million, $1.4 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 2017, 2016 and 2015, employees purchased 167,673 shares, 167,237 shares and 87,537 shares, respectively, under the ESDP, the weighted‑average fair value of which was $10.74, $11.66 and $26.23 per share, respectively. We recognized approximately $0.6 million, $0.5 million and $0.7 million of share‑based compensation expense related to the ESDP for fiscal 2017, 2016 and 2015, respectively. As of February 3, 2018, 230,956 shares were reserved for future issuance under the ESDP. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Feb. 03, 2018 | |
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 February 3, 2018— Assets: Derivative financial instruments $ — $ 4,019 $ — $ 4,019 Liabilities: Derivative financial instruments $ — $ 2,307 $ — $ 2,307 January 28, 2017— 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, (3) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to intercompany loans denominated in a currency different from the operating entity’s functional currency and (4) interest rate swap agreements 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, primarily pricing models based on current market rates. 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 2017, 2016 and 2015, we incurred $3.5 million, $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 was $0.7 million, $0.9 million and $1.6 million as of February 3, 2018, 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 are based on our own judgments about the assumptions that market participants would use in pricing the asset and on observable market data, when available. We classify these measurements as Level 3 within the fair value hierarchy. During fiscal 2017, we recorded a goodwill impairment charge related to MW Cleaners totaling $1.5 million. We estimated the fair value of the MW Cleaners business based on an estimate provided to us by a market participant, which we classified as Level 2 within the fair value hierarchy. 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 using market values for similar assets which would fall within Level 2 of the fair value hierarchy. During fiscal 2017, we completed the sale of the asset held for sale for $2.1 million in cash consideration. Fair Value of Financial Instruments Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses and other current liabilities and long-term debt. Management estimates that, as of February 3, 2018 and January 28, 2017, 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): February 3, 2018 January 28, 2017 Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Long-term debt, including current portion $ 1,396,808 $ 1,407,449 $ 1,595,529 $ 1,556,200 (1) The carrying value of the long-term debt, including current portion is net of deferred financing costs of $14.9 million and $22.1 million as of February 3, 2018 and January 28, 2017, respectively. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Feb. 03, 2018 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
DERIVATIVE FINANCIAL INSTRUMENTS | 16. DERIVATIVE FINANCIAL INSTRUMENTS As discussed in Note 6, in January 2015, we entered into an interest rate swap agreement on an initial notional amount of $520.0 million that matures in August 2018 with periodic interest settlements. At February 3, 2018, the notional amount totaled $70.0 million . 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. We have designated the interest rate swap as a cash flow hedge of the variability of interest payments under the Term Loan due to changes in the LIBOR benchmark interest rate. In addition, in April 2017, we entered into an interest rate swap agreement on an initial notional amount of $260.0 million that matures in June 2021 with periodic interest rate settlements. At February 3, 2018, the notional amount totaled $340.0 million. Under this interest rate swap agreement, we receive a floating rate based on the 1‑month LIBOR rate and pay a fixed rate of 5.56% (including the applicable margin of 3.50%) on the outstanding notional amount. We have designated the interest rate swap as a cash flow hedge of the variability of interest payments under the Term Loan due to changes in the LIBOR benchmark interest rate. At February 3, 2018, the fair value of the interest rate swaps was a net asset of $3.7 million with $3.8 million recorded in other assets and $0.1 recorded in current assets, offset by $0.2 million recorded in accrued expenses and other current liabilities in our consolidated balance sheet. 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 swaps is reported as a component of accumulated other comprehensive (loss) income. There was no hedge ineffectiveness at February 3, 2018 and 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, as interest payments are made, approximately $0.1 million of the effective portion of the interest rate swaps is expected to be reclassified from accumulated other comprehensive (loss) income into earnings within interest expense. If, at any time, either interest rate swap is determined to be ineffective, in whole or in part, due to changes in the interest rate swap or underlying debt agreements, the fair value of the portion of the interest rate swap determined to be ineffective will be recognized as a gain or loss in the statement of earnings for the applicable period. Also, we have entered into derivative instruments to hedge our foreign exchange risk, specifically related to the British pound and Euro, primarily related to merchandise purchase commitments that are denominated in a currency different from the functional currency of the operating entity. 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 December 2019. At February 3, 2018, the fair value of these cash flow hedges was a net liability of $1.7 million with $1. 9 million in accrued expenses and other current liabilities offset by $0.2 million recorded in other current assets in our consolidated balance sheet. At January 28, 2017, the fair value of these cash flow hedges was a net liability of $0.8 million with $1.2 million in accrued expenses and other current liabilities offset by $0.4 million recorded in other current assets in our consolidated balance sheet. The effective portion of the hedges is reported as a component of accumulated other comprehensive (loss) income. Hedge ineffectiveness at February 3, 2018 and 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, based on our estimate of when the underlying inventory is sold, $2.4 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. Our risk management policy is to hedge a portion of forecasted merchandise purchases for our direct sourcing programs and certain intercompany transactions that bear foreign exchange risk using foreign exchange forward contracts. We have elected not to apply hedge accounting to these transactions denominated in a foreign currency. Amounts related to these transactions were immaterial to our consolidated financial statements. We had no derivative financial instruments with credit-risk-related contingent features underlying the agreements as of February 3, 2018 or January 28, 2017, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Feb. 03, 2018 | |
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, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men. Women’s career and casual apparel, sportswear and accessories, including shoes, and children’s apparel is offered at most of our K&G stores. Rental product is offered at our Men’s Wearhouse/Men’s Wearhouse and Tux, Jos. A Bank and Moores retail stores. The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Dimensions, Alexandra and Yaffy in the UK and Twin Hill in the U.S., which provide corporate apparel uniforms and workwear to workforces. We measure segment profitability based on operating income, defined as income before interest expense, interest income, gain (loss) on extinguishment of debt, net, and income taxes, before shared service expenses. Shared service expenses include costs incurred and directed primarily by our corporate offices that are not allocated to segments. Additional net sales information is as follows (in thousands): Fiscal Year 2017 2016 2015 Net sales: MW (1) $ 1,742,668 $ 1,770,968 $ 1,791,249 Jos. A. Bank 735,149 749,869 866,882 K&G 323,994 329,954 338,359 Moores 216,366 214,470 222,574 MW Cleaners 34,844 33,140 33,410 Total retail segment 3,053,021 3,098,401 3,252,474 Total corporate apparel segment 251,325 280,302 243,797 Total net sales $ 3,304,346 $ 3,378,703 $ 3,496,271 (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 for the Company (in thousands): Fiscal Year 2017 2016 2015 Net sales: Men's tailored clothing product $ 1,351,881 $ 1,343,875 $ 1,436,742 Men's non-tailored clothing product 1,008,663 1,018,907 1,077,176 Women's clothing product 70,630 73,509 74,985 Other 8,643 9,631 11,031 Total retail clothing product 2,439,817 2,445,922 2,599,934 Rental services 428,355 457,444 443,290 Alteration services 150,005 161,895 175,840 Retail dry cleaning services 34,844 33,140 33,410 Total alteration and other services 184,849 195,035 209,250 Corporate apparel clothing product 251,325 280,302 243,797 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 2017 2016 2015 Operating income (loss): Retail $ 411,258 $ 308,283 $ (919,793) Corporate apparel 11,326 25,315 7,767 Shared service expense (193,168) (200,772) (165,270) Operating income (loss) 229,416 132,826 (1,077,296) Interest income 564 167 187 Interest expense (100,471) (103,149) (105,977) Gain (loss) on extinguishment of debt, net 5,445 1,737 (12,675) Earnings (loss) before income taxes $ 134,954 $ 31,581 $ Capital expenditures by reportable segment and shared services are as follows (in thousands): Fiscal Year 2017 2016 2015 Capital expenditures: Retail $ 56,133 $ 39,059 $ 65,683 Corporate apparel 3,663 3,440 4,079 Shared services 35,162 57,195 45,736 Total capital expenditures $ 94,958 $ 99,694 $ 115,498 Depreciation and amortization expense by reportable segment and shared services is as follows (in thousands): Fiscal Year 2017 2016 2015 Depreciation and amortization expense: Retail $ 79,579 $ 75,284 $ Corporate apparel 6,197 5,940 5,969 Shared services 20,717 33,981 25,530 Total depreciation and amortization expense $ 106,493 $ 115,205 $ 132,329 Total assets by reportable segment and shared services are as follows (in thousands): February 3, January 28, 2018 2017 Segment assets: Retail $ 1,434,992 $ 1,594,221 Corporate apparel 222,872 199,727 Shared services (1) 342,091 303,924 Total assets $ 1,999,955 $ 2,097,872 (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 2017 2016 2015 Net sales: U.S. $ 2,893,689 $ 2,973,177 $ 3,068,501 International (1) 410,657 405,526 427,770 Total net sales $ 3,304,346 $ 3,378,703 $ 3,496,271 (1) Primarily in Canada and the UK. February 3, 2018 January 28, 2017 Long-lived assets, net (including rental product): U.S. $ 531,915 $ 582,995 International (1) 52,489 53,780 Total long-lived assets $ $ (1) Primarily in Canada and the UK. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Feb. 03, 2018 | |
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 2029. Rent expense for operating leases for fiscal 2017, 2016 and 2015 was $254.5 million, $261.5 million and $268.9 million, respectively, and includes contingent rentals of $2.1 million, $2.0 million and $2.6 million, respectively. Sublease rentals of $1.2 million, $1.3 million, and $1.2 million were received in fiscal 2017, 2016 and 2015, respectively. Minimum future rental payments under non‑cancelable operating leases as of February 3, 2018 for each of the next five years and in the aggregate are as follows (in thousands): Operating Fiscal Year Leases 2018 $ 249,614 2019 219,003 2020 187,632 2021 154,676 2022 114,418 Thereafter 185,643 Total $ 1,110,986 The total minimum lease commitments above do not include minimum sublease rent income of $1.6 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, a putative class action lawsuit was filed against the Company and its Chief Executive Officer, 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 (the "Class Period"). On May 26, 2017, Lead Plaintiff Strathclyde Pension Fund filed an Amended Complaint alleging that during the Class Period Defendants omitted facts about the Company's Jos. A. Bank's business, financial status, and operations, the omission of which rendered Defendants' statements about the Jos. A. Bank business false or misleading. The amended complaint also named Jon W. Kimmins, the Company's former Chief Financial Officer, and Mary Beth Blake, the Company's current Brand President, Jos. A. Bank, as additional named defendants. On July 28, 2017, the Company filed a motion to dismiss the amended complaint, which is fully briefed. We believe that the claims are without merit and are defending 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 our Men's Wearhouse subsidiary in the United States District Court for the Central District of California (Case No. 2:16-cv-01100). The complaint attempts to allege claims under the Telephone Consumer Protection Act. In particular the complaint alleges that the Company sent unsolicited text messages to cellular telephones beginning October 1, 2013 to the present day. After we demonstrated that the Company had the plaintiff's permission to send him texts, the plaintiff filed an amended complaint alleging the Company sent text messages exceeding the number plaintiff had agreed to receive each week. The parties filed cross-motions for summary judgment on what constitutes a “week” and the Court recently issued an order granting the plaintiff’s motion and denying our motion on what period constitutes a “week.” We continue to 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 August 2, 2017, two American Airlines employees filed a putative class action lawsuit against our Twin Hill subsidiary in the United States District Court for the Northern District of Illinois (Case No. 1:17-cv-05648). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On September 28, 2017, the plaintiffs filed an amended complaint adding nine additional named plaintiffs and adding claims for civil battery and intentional infliction of emotional distress. On November 17, 2017, the Company filed a motion to dismiss the plaintiffs’ claims. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On September 27, 2017, Heather Poole and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary in the Superior Court for the State of California for the County of Alameda (Case No. RG17876798). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On December 11, 2017, the Company filed a demurrer to Plaintiff’s complaint. On or about February 20, 2018, the Court granted our demurrer and dismissed the plaintiffs’ Complaint ruling that the plaintiffs did not allege enough facts to state a claim against Twin Hill. The plaintiffs have until April 6, 2018 to file an amended Complaint. To date, we have not received an amended Complaint. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. On October 30, 2017, Melodie Agnello, Denise Mumma, and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary in the Superior Court for the State of California for the County of Alameda (Case No. RG17880635). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On December 11, 2017, the Company filed a demurrer to plaintiff’s complaint. On or about February 20, 2018, the Court granted our demurrer and dismissed the plaintiffs’ Complaint ruling that the plaintiffs did not allege enough facts to state a claim against Twin Hill. The plaintiffs have until April 6, 2018 to file an amended Complaint. To date, we have not received an amended Complaint. We believe that any lawsuit filed on the basis of the safety of the Twin Hill uniforms supplied to American Airlines is without merit, and we intend to contest this action vigorously. Twin Hill has substantial and convincing evidence of the uniforms' safety and fitness for their intended purpose and we believe that there is no evidence linking any of the plaintiffs' alleged injuries to our uniforms. The range of loss, if any, is not reasonably estimable at this time. We do not currently believe, however, that it will have a material adverse effect on our financial position, results of operations or cash flows. In addition, we are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Management does not believe that any of these matters will have a material adverse effect on our financial position, results of operations or cash flows. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended |
Feb. 03, 2018 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION As discussed in Note 6, The Men’s Wearhouse (the “Issuer”) issued $600.0 million in aggregate principal amount of 7.00% Senior Notes. The Senior Notes are guaranteed jointly and severally, on an unsecured basis by Tailored Brands, Inc. (the “Parent”) and certain of our U.S. subsidiaries (the “Guarantors”). Our foreign subsidiaries (collectively, the “Non-Guarantors”) are not guarantors of the Senior Notes. Each of the Guarantors is 100% owned and all guarantees are joint and several. In addition, the guarantees are full and unconditional except for certain automatic release provisions related to the Guarantors. These automatic release provisions are considered customary and include the sale or other disposition of all or substantially all of the assets or all of the capital stock of any subsidiary guarantor, the release or discharge of a guarantor’s guarantee of the obligations under the Term Loan other than a release or discharge through payment thereon, the designation in accordance with the Indenture of a guarantor as an unrestricted subsidiary or the satisfaction of the requirements for defeasance or discharge of the Senior Notes as provided for in the Indenture. The tables in the following pages present the condensed consolidating financial information for the Parent, the Issuer, the Guarantors and the Non-Guarantors, together with eliminations, as of and for the periods indicated. The consolidating financial information may not necessarily be indicative of the financial positions, results of operations or cash flows had the Parent, the Issuer, Guarantors and Non-Guarantors operated as independent entities. 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 February 3, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Accounts receivable, net — 23,712 368,328 58,573 (370,830) 79,783 Inventories — 207,504 445,126 199,301 — 851,931 Other current assets 3,666 26,951 38,217 9,418 — 78,252 Total current assets 3,666 309,985 853,851 316,901 (370,830) 1,113,573 Property and equipment, net — 203,204 220,979 36,491 — 460,674 Rental product, net — 103,664 3,658 16,408 — 123,730 Goodwill — 6,160 67,010 47,122 — 120,292 Intangible assets, net — — 155,438 13,549 — 168,987 Investments in subsidiaries 128,458 1,424,647 — — (1,553,105) — Other assets — 11,183 805 81,846 (81,135) 12,699 Total assets $ 132,124 $ 2,058,843 $ 1,301,741 $ 512,317 $ (2,005,070) $ 1,999,955 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 110,326 $ 281,838 $ 57,756 $ 66,016 $ (370,830) $ 145,106 Accrued expenses and other current liabilities 14,061 87,597 155,813 34,187 — 291,658 Current portion of long-term debt — 7,000 — — — 7,000 Total current liabilities 124,387 376,435 213,569 100,203 (370,830) 443,764 Long-term debt, net — 1,389,808 — — — 1,389,808 Deferred taxes, net and other liabilities 5,545 164,142 46,641 28,998 (81,135) 164,191 Shareholders' equity 2,192 128,458 1,041,531 383,116 (1,553,105) 2,192 Total liabilities and shareholders' equity $ 132,124 $ 2,058,843 $ 1,301,741 $ 512,317 $ (2,005,070) $ 1,999,955 Tailored 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 $ — $ 1,002 $ 1,881 $ 68,006 $ — $ 70,889 Accounts receivable, net 7,376 15,499 476,742 56,777 (490,680) 65,714 Inventories — 230,264 438,167 287,081 — 955,512 Other current assets 12,773 134,225 28,436 8,448 (110,280) 73,602 Total current assets 20,149 380,990 945,226 420,312 (600,960) 1,165,717 Property and equipment, net — 232,090 216,248 35,827 — 484,165 Rental product, net — 131,287 3,369 17,954 — 152,610 Goodwill — 6,160 68,510 42,356 — 117,026 Intangible assets, net — 78 157,270 14,311 — 171,659 Investments in subsidiaries (109,788) 1,425,622 — — (1,315,834) — Other assets — 5,615 959 7,321 (7,200) 6,695 Total assets $ (89,639) $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ 15,352 $ 509,572 $ 82,337 $ 60,799 $ (490,680) $ 177,380 Accrued expenses and other current liabilities 2,627 111,617 129,420 135,777 (110,280) 269,161 Current portion of long-term debt — 13,379 — — — 13,379 Total current liabilities 17,979 634,568 211,757 196,576 (600,960) 459,920 Long-term debt, net — 1,582,150 — — — 1,582,150 Deferred taxes, net and other liabilities — 74,912 85,477 10,231 (7,200) 163,420 Shareholders' (deficit) equity (107,618) (109,788) 1,094,348 331,274 (1,315,834) (107,618) Total liabilities and shareholders' (deficit) equity $ (89,639) $ $ $ $ $ Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended February 3, 2018 Net sales $ — $ 1,737,651 $ 1,653,188 $ 737,848 $ (824,341) $ 3,304,346 Cost of sales — 897,429 1,255,046 567,446 (824,341) 1,895,580 Gross margin — 840,222 398,142 170,402 — 1,408,766 Operating expenses 3,453 648,569 557,404 116,587 (146,663) 1,179,350 Operating (loss) income (3,453) 191,653 (159,262) 53,815 146,663 229,416 Other income and expenses, net — — 145,002 1,661 (146,663) — Interest expense, net (442) (105,009) 6,606 (1,062) — (99,907) Gain on extinguishment of debt, net — 5,445 — — — 5,445 (Loss) earnings before income taxes (3,895) 92,089 (7,654) 54,414 — 134,954 Provision (benefit) for income taxes (3,444) 54,744 (41,719) 28,670 — 38,251 (Loss) earnings before equity in net income of subsidiaries (451) 37,345 34,065 25,744 — 96,703 Equity in earnings (loss) of subsidiaries 97,154 59,809 — — (156,963) — Net earnings (loss) $ 96,703 $ 97,154 $ 34,065 $ 25,744 $ (156,963) $ 96,703 Comprehensive income (loss) $ 126,004 $ 100,186 $ 34,050 $ 52,028 $ (186,264) $ 126,004 Year Ended January 28, 2017 Net sales $ — $ 1,765,793 $ 1,730,505 $ 405,526 $ (523,121) $ 3,378,703 Cost of sales — 897,564 1,308,576 254,216 (523,121) 1,937,235 Gross margin — 868,229 421,929 151,310 — 1,441,468 Operating expenses 3,374 636,507 649,177 115,017 (95,433) 1,308,642 Operating (loss) income (3,374) 231,722 (227,248) 36,293 95,433 132,826 Other income and expenses, net — — 89,433 6,000 (95,433) — Interest expense, net (23) (104,636) 2,404 (727) — (102,982) Gain on extinguishment of debt, net — 1,737 — — — 1,737 (Loss) earnings before income taxes (3,397) 128,823 (135,411) 41,566 — 31,581 (Benefit) provision for income taxes (1,249) 25,063 (27,492) 10,303 — 6,625 (Loss) earnings before equity in net income of subsidiaries (2,148) 103,760 (107,919) 31,263 — 24,956 Equity in earnings (loss) of subsidiaries 27,104 (76,656) — — 49,552 — Net earnings (loss) 24,956 27,104 (107,919) 31,263 49,552 24,956 Comprehensive income (loss) $ 13,359 $ 28,427 $ (107,895) $ 18,319 $ 61,149 $ 13,359 Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended January 30, 2016 Net sales $ — $ 1,787,295 $ 1,852,876 $ 427,770 $ (571,670) $ 3,496,271 Cost of sales — 943,897 1,374,272 265,349 (571,670) 2,011,848 Gross margin — 843,398 478,604 162,421 — 1,484,423 Operating expenses 2,801 1,218,061 1,238,599 120,667 (18,409) 2,561,719 Operating (loss) income (2,801) (374,663) (759,995) 41,754 18,409 (1,077,296) Other income and expenses, net — 16,450 1,959 — (18,409) — Interest expense, net — (106,613) 1,776 (953) — (105,790) Loss on extinguishment of debt, net — (12,675) — — — (12,675) (Loss) earnings before income taxes (2,801) (477,501) (756,260) 40,801 — (1,195,761) (Benefit) provision for income taxes (403) (65,534) (112,010) 8,905 — (169,042) (Loss) earnings before equity in net income of subsidiaries (2,398) (411,967) (644,250) 31,896 — (1,026,719) Equity in (loss) earnings of subsidiaries (1,024,321) (612,354) — — 1,636,675 — Net (loss) earnings $ (1,026,719) $ (1,024,321) $ (644,250) $ 31,896 $ 1,636,675 $ (1,026,719) Comprehensive (loss) income $ (1,049,534) $ (1,024,663) $ (644,296) $ 9,469 $ 1,659,490 $ (1,049,534) Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended February 3, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 35,545 $ 520,678 $ 61,823 $ (231,517) (35,761) $ 350,768 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (25,729) (63,681) (5,548) — (94,958) Acquisition of business, net of cash — — — (457) — (457) Intercompany activities — (285,500) — (75,135) 360,635 — Proceeds from sale of property and equipment — 3,323 2,157 — — 5,480 Net cash used in investing activities — (307,906) (61,524) (81,140) 360,635 (89,935) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — (53,379) — — — (53,379) Proceeds from asset-based revolving credit facility — 276,300 — — — 276,300 Payments on asset-based revolving credit facility — (276,300) — — — (276,300) Repurchase and retirement of senior notes — (145,371) — — — (145,371) Deferred financing costs — (2,580) — — — (2,580) Intercompany activities — 39,374 — 285,500 (324,874) — Cash dividends paid (35,761) — — — — (35,761) Proceeds from issuance of common stock 1,903 — — — — 1,903 Tax payments related to vested deferred stock units (1,687) — — — — (1,687) Net cash (used in) provided by financing activities (35,545) (161,956) — 285,500 (324,874) (236,875) Effect of exchange rate changes — — — 8,760 — 8,760 Increase (decrease) in cash and cash equivalents — 50,816 299 (18,397) — 32,718 Cash and cash equivalents at beginning of period — 1,002 1,881 68,006 — 70,889 Cash and cash equivalents at end of period $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 28, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 34,402 $ 257,133 $ 47,038 $ (60,705) $ (35,240) $ 242,628 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (46,960) (47,998) (4,736) — (99,694) Intercompany activities — (110,280) — — 110,280 — Proceeds from sale of property and equipment — — 598 19 — 617 Net cash used in investing activities — (157,240) (47,400) (4,717) 110,280 (99,077) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — (42,451) — — — (42,451) Proceeds from asset-based revolving credit facility — 606,500 — 3,037 — 609,537 Payments on asset-based revolving credit facility — (606,500) — (3,037) — (609,537) Repurchase and retirement of senior notes — (21,924) — — — (21,924) Intercompany activities — (35,240) — 110,280 (75,040) — Cash dividends paid (35,240) — — — — (35,240) Proceeds from issuance of common stock 2,189 — — — — 2,189 Tax payments related to vested deferred stock units (1,362) — — — — (1,362) Excess tax benefits from share-based plans 11 — — — — 11 Net cash (used in) provided by financing activities (34,402) (99,615) — 110,280 (75,040) (98,777) Effect of exchange rate changes — — — (3,865) — (3,865) Increase (decrease) in cash and cash equivalents — 278 (362) 40,993 — 40,909 Cash and cash equivalents at beginning of period — 724 2,243 27,013 — 29,980 Cash and cash equivalents at end of period $ — $ 1,002 $ 1,881 $ 68,006 $ — $ 70,889 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 (used in) operating activities $ 35,404 $ 47,515 $ 47,880 $ 35,878 $ (34,980) $ 131,697 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (54,525) (50,692) (10,281) — (115,498) Intercompany activities — 33,432 — — (33,432) — Proceeds from sale of property and equipment — 2,586 31 — — 2,617 Net cash used in investing activities — (18,507) (50,661) (10,281) (33,432) (112,881) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — (8,000) — — — (8,000) Proceeds from asset-based revolving credit facility — 180,500 — — — 180,500 Payments on asset-based revolving credit facility — (180,500) — — — (180,500) Intercompany activities — (34,980) — (33,432) 68,412 — Cash dividends paid (34,980) — — — — (34,980) Proceeds from issuance of common stock 2,974 — — — — 2,974 Deferred financing costs — (3,566) — — — (3,566) Tax payments related to vested deferred stock units (4,538) — — — — (4,538) Excess tax benefits from share-based plans 1,417 — 167 — — 1,584 Repurchases of common stock (277) — — — — (277) Net cash (used in) provided by financing activities (35,404) (46,546) 167 (33,432) 68,412 (46,803) Effect of exchange rate changes — — — (4,294) — (4,294) Increase (decrease) in cash and cash equivalents — (17,538) (2,614) (12,129) — (32,281) Cash and cash equivalents at beginning of period — 18,262 4,857 39,142 — 62,261 Cash and cash equivalents at end of period $ — $ 724 $ 2,243 $ 27,013 $ — $ 29,980 |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | 12 Months Ended |
Feb. 03, 2018 | |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | 20. QUARTERLY RESULTS OF OPERATIONS (Unaudited) Our quarterly results of operations reflect all adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The consolidated results of operations by quarter for fiscal 2017 and 2016 are presented below (in thousands, except per share amounts): Fiscal 2017 Quarters Ended April 29, July 29, October 28, February 3, 2017 (1) 2017 2017 2018 (2) Net sales $ 782,906 $ 850,758 $ 810,818 $ 859,864 Gross margin 332,440 396,696 358,757 320,873 Net earnings (loss) $ 1,839 $ 58,471 $ 36,892 $ (499) Net earnings (loss) per common share allocated to common shareholders: Basic (3) $ 0.04 $ 1.19 $ 0.75 $ Diluted (3) $ 0.04 $ 1.19 $ 0.75 $ Fiscal 2016 Quarters Ended April 30, July 30, October 29, January 28, 2016 (4) 2016 (5) 2016 (6) 2017 (7) Net sales $ 828,822 $ 909,684 $ 846,934 $ 793,263 Gross margin 351,841 410,304 377,206 302,117 Net earnings (loss) $ 1,637 $ 24,975 $ 28,433 $ (30,089) Net earnings (loss) per common share allocated to common shareholders: Basic (3) $ 0.03 $ 0.51 $ 0.58 $ Diluted (3) $ 0.03 $ 0.51 $ 0.58 $ (1) Includes pre-tax expenses of $17. 2 million relating to the termination of the tuxedo rental license agreement with Macy’s. (2) Within provision for income taxes, includes $18.3 million related to a favorable tax resolution offset by a change in our position on permanently reinvested foreign earnings totaling $17.3 million. (3) 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. (4) Includes pre-tax expenses of $16.5 million consisting primarily of restructuring and other charges of $13.2 million. (5) Includes pre-tax expenses of $39. 4 million consisting primarily of restructuring and other charges of $35.0 million. (6) Includes pre-tax expenses of $12. 3 million consisting primarily of restructuring and other charges of $10.9 million. (7) 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. |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Feb. 03, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Organization and Business | Organization and Business— Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation (“Tailored Brands”), became the successor reporting company to The Men’s Wearhouse, Inc. (“The Men’s Wearhouse”), pursuant to a holding company reorganization (the “Reorganization”). Upon completion of the Reorganization, each issued and outstanding share of common stock of Men’s Wearhouse was automatically converted into one share of common stock of Tailored Brands, having the same designations, preferences, limitations, and relative rights and corresponding obligations as the shares of common stock of Men’s Wearhouse. In addition, as part of the Reorganization, Men’s Wearhouse’s treasury shares were canceled. The consolidated assets and liabilities of Tailored Brands and its subsidiaries immediately after the Reorganization were the same as the consolidated assets and liabilities of Men's Wearhouse immediately prior to the Reorganization. Tailored Brands and its subsidiaries (the “Company”, “we”, “us”, and “our”) is a specialty apparel retailer offering suits, suit separates, sport coats, slacks, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men and tuxedo and suit rental product (collectively “rental product”). We serve our customers through an expansive omni-channel network including over 1,400 locations in the United States (“U.S.”) and Canada as well as our branded e-commerce websites at www.menswearhouse.com, www.josbank.com and www.josephabboud.com. Our retail stores are operated under the Men’s Wearhouse, Men’s Wearhouse and Tux, Jos. A. Bank Clothiers (“Jos. A. Bank”), Moores Clothing for Men (“Moores”), Joseph Abboud, and K&G names and carry a wide selection of exclusive and non-exclusive merchandise brands. In addition, we offer our customers alteration services and most of our K&G stores also offer women’s career and casual apparel, sportswear and accessories, including shoes, and children’s apparel . Also, we conduct retail dry cleaning, laundry and heirlooming operations through MW Cleaners in Texas. See Note 3 for information on our divestiture of MW Cleaners. Additionally, we operate an international corporate apparel business with operations in both the United Kingdom (“UK”) and the U.S. Our UK-based business is the largest provider of corporate apparel in the UK under the Dimensions, Alexandra and Yaffy brands. In the U.S., our corporate apparel business operates under the Twin Hill brand name. Our corporate apparel business provides corporate apparel uniforms and workwear to workforces through multiple channels including managed corporate accounts, catalogs and the internet 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 February 3, 2018 (“fiscal 2017”), January 28, 2017 (“fiscal 2016”), and January 30, 2016 (“fiscal 2015”). Each of these periods had 52 weeks except for fiscal 2017, which consisted of 53 weeks. |
Principles of Consolidation | Principles of Consolidation — The consolidated financial statements include the accounts of Tailored Brands, Inc. and its subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated financial statements. |
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents — Cash and cash equivalents includes all cash in banks, cash on hand and all highly liquid investments with an original maturity of three months or less. |
Accounts Receivable | Accounts Receivable —Accounts receivable consists of our receivables from third‑party credit card providers and other trade receivables, which consist primarily of receivables from our corporate apparel segment customers. Collectability is reviewed regularly and recorded net of an allowance for uncollectible accounts, which is adjusted as necessary. |
Inventories | Inventories —Inventories are valued at the lower of cost and net realizable value. Cost is determined based on the average cost method. Our inventory cost also includes estimated procurement and distribution costs (warehousing, freight, hangers and merchandising costs) associated with the inventory, with the balance of such costs included in cost of sales. Procurement and distribution costs are generally allocated to inventory based on the ratio of annual product purchases to inventory cost. We make assumptions, based primarily on historical experience, as to items in our inventory that may be damaged, obsolete or salable only at marked down prices to reflect the net realizable value of these items. |
Property and Equipment | Property and Equipment —Property and equipment are stated at cost. Normal repairs and maintenance costs are charged to earnings as incurred and additions and major improvements are capitalized. The cost of assets retired or otherwise disposed of and the related allowances for depreciation are eliminated from the accounts in the period of disposal and the resulting gain or loss is credited or charged to earnings. Buildings are depreciated using the straight‑line method over their estimated useful lives of 10 to 25 years. Depreciation of leasehold improvements is computed on the straight‑line method over the term of the lease, which is generally five to ten years based on the initial lease term plus first renewal option periods that are reasonably assured, or the useful life of the assets, whichever is shorter. Furniture, fixtures and equipment are depreciated using primarily the straight‑line method over their estimated useful lives of two to 15 years. Depreciation expense was $102.5 million, $110.4 million and $117.9 million for fiscal 2017, 2016 and 2015, 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 $38.0 million, $42.2 million and $34.6 million for fiscal 2017, 2016 and 2015, 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 $3.5 million, $19.4 million and $27.5 million for fiscal 2017, 2016 and 2015, respectively. Of the $3.5 million of asset impairment charges recorded in fiscal 2017, all of which relates to our retail segment, $1.2 million relates to fixed assets in our tuxedo shops within Macy’s (see Note 2 for additional information) and the remainder relates to underperforming stores. Of the $19.4 million recorded in fiscal 2016, $16.5 million relates to our retail segment, of which $14.0 million related to fixed assets in our tuxedo shops within Macy’s, $2.5 million related primarily to stores closed as part of our store rationalization program and $2.9 million relates to a long-lived asset reclassified as held for sale in our shared services segment. Of the $27.5 million recorded in fiscal 2015, all of which relates to our retail segment, $23.1 million related to stores closed in fiscal 2016 as a result of our store rationalization program (see Note 4 for additional information). 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 7 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. In addition, in January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment . ASU 2017-04 eliminates Step 2 from the goodwill impairment test and instead requires an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. We early adopted ASU 2017-04 in the fourth quarter of fiscal 2017, and it had no material impact on the consolidated financial statements. 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 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. As of February 3, 2018, our annual impairment evaluation of goodwill for all reporting units except for MW Cleaners, did not result in an impairment charge. See Note 3 for discussion of a goodwill impairment charge related to our divestiture of MW Cleaners. 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 February 3, 2018, our annual impairment evaluation of indefinite-lived intangible assets did not result in an impairment charge. See Note 7 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 $3.6 million and $6.1 million as of fiscal 2017 and 2016, 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. In addition, the Tax Cuts and Jobs Act (the “Tax Reform Act”) was enacted in December 2017, which significantly changes how the U.S. taxes corporations. As a result, we made certain judgments in interpreting the provisions of the Act as well as estimates in calculations used in preparing our fiscal 2017 operating results. S ee Note 8 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 $3.2 million, $2.9 million and $2.7 million was recognized during fiscal 2017, 2016 and 2015, 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 generally 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 $9.1 million and $9.8 million as of fiscal 2017 and 2016, 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. During the first quarter of fiscal 2017, we adopted 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. The recognition of excess tax benefits and deficiencies related to the vesting of stock-based awards in the statement of earnings and presentation of excess tax benefits on the statement of cash flows were adopted prospectively, with no adjustments made to prior periods. In addition, upon adoption, we did not change our policy on accounting for forfeitures, which is to estimate the number of awards expected to be forfeited and adjusting the estimate as needed. Overall, the adoption of ASU 2016-09 did not have a material impact on our financial statements. We use the Black-Scholes option pricing model to estimate the fair value of stock options on the date of grant. The fair value of deferred stock units, performance units, and restricted stock is determined based on the number of shares granted and the quoted closing price of our common stock on the date of grant. The fair value of awards that contain a market condition is measured using a Monte Carlo simulation method. Awards settled in cash are classified as liabilities and the fair value of awards settled in cash will be remeasured at each reporting period until the awards are settled. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service period. Compensation expense for performance-based awards is recorded based on the amount of the award ultimately expected to vest and the level and likelihood of the performance condition to be met. For grants with a service condition only that are subject to graded vesting, we recognize expense on a straight-line basis over the requisite service period for the entire award. Share‑based compensation expense, including cash settled awards, recognized for fiscal 2017 was $25.2 million. Share-based compensation expense recognized for fiscal 2016 and 2015 was, $17.4 million and $14.8 million, respectively. There were no cash settled awards granted during fiscal 2016 and 2015. Total income tax benefit recognized in net earnings (loss) for share‑based compensation arrangements was $9.5 million, $6.8 million and $5.8 million for fiscal 2017, 2016 and 2015, respectively. See Note 13 for additional disclosures regarding share‑based compensation. |
Foreign Currency Translation | Foreign Currency Translation —Assets and liabilities of foreign subsidiaries are translated into U.S. dollars at the exchange rates in effect at each balance sheet date. Equity is translated at applicable historical exchange rates. Income, expense and cash flow items are translated at average exchange rates during the year. Resulting translation adjustments are reported as a separate component of comprehensive income (loss). |
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. |
Earnings (loss) per share | Earnings (loss) per share — In 2017, we calculated earnings (loss) per common share allocated to common shareholders using the treasury stock method while in 2016 and 2015, we applied the two-class method. The two-class method required an evaluation of whether instruments granted in share-based payment transactions were participating securities, including unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) and how participating securities should be included in the computation of earnings per common share allocated to common shareholders. See Note 5 for disclosures regarding earnings (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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements —We have considered all new accounting pronouncements and have concluded that the following new pronouncements may have a material impact on our results of operations, financial condition, or cash flows. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities . ASU 2017-12 amends the existing hedge accounting model in order to enable entities to better portray the economics of their risk management activities in their financial statements. ASU 2017-12 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2017-12 is permitted. We are currently evaluating the impact ASU 2017-12 will have on our financial position, results of operations and cash flows . In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The main difference between current U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under current U.S. GAAP. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of ASU 2016-02 is permitted. The guidance is required to be adopted using the modified retrospective approach, with optional practical expedients. We are currently evaluating the impact ASU 2016-02 will have on our financial position, results of operations and cash flows but expect that it will result in a significant increase in our long-term assets and liabilities given we have a considerable number of operating 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 FASB has also issued several updates to ASU 2014-09. The guidance allows for either a full retrospective or a modified retrospective transition method and will also require additional disclosures. We will adopt ASU 2014-09 in the first quarter of fiscal 2018 using the modified retrospective method by recognizing a cumulative adjustment to retained earnings. Based on our assessment, we determined that the adoption of ASU 2014-09 will impact the timing of revenue recognition related to our customer loyalty programs, gift cards and e-commerce sales. For our customer loyalty programs, we will no longer use the incremental cost method approach, rather we will use a deferred revenue model. For gift card breakage, which is currently recognized as a reduction of SG&A when the redemption of the gift card is remote, we will now classify breakage within net sales and it will be recognized proportionately over the expected redemption period. For e-commerce sales, we will no longer recognize revenue based on estimated customer receipt but will recognize revenue upon shipment to the customer. In addition, for our corporate apparel segment, certain deferred revenue balances along with related inventory amounts will be eliminated as part of the cumulative adjustment to retained earnings. Also, for estimated sales returns, we will recognize allowances for estimated sales returns on a gross basis rather than net basis on the consolidated balance sheets. We expect the cumulative adjustment to retained earnings will be less than $40.0 million, net of tax. We do not expect the adoption of ASU 2014-09 to have a material impact on our results of operations, financial condition or cash flows on an ongoing basis. |
RESTRUCTURING AND OTHER CHARG30
RESTRUCTURING AND OTHER CHARGES (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
RESTRUCTURING AND OTHER CHARGES | |
Summary of charges incurred | A summary of the charges incurred are presented in the table below (amounts in thousands): Fiscal Year 2016 2015 Cumulative Lease termination costs $ 43,116 $ — $ 43,116 Store asset impairment charges and accelerated depreciation, net of deferred rent 1,734 23,146 24,880 Consulting costs 15,074 918 15,992 Inventory reserve charges — 11,008 11,008 Severance and employee-related costs 6,103 — 6,103 Favorable lease impairment charges — 5,533 5,533 Other costs 2,060 858 2,918 Total pre-tax restructuring and other charges (1) $ 68,087 $ 41,463 $ 109,550 (1) For fiscal 2016, consists of $71.9 million included in SG&A offset by a $3.8 million reduction in cost of sales. For fiscal 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. |
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 28, 2017 $ 986 $ 4,834 $ 60 $ 25 $ 5,905 Charges, excluding non-cash items — — — — — Payments (986) (4,557) (60) (25) (5,628) Ending Balance, February 3, 2018 $ — $ 277 $ — $ — $ 277 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
EARNINGS (LOSS) PER SHARE | |
Computation of basic and diluted earnings (loss) per common share allocated to common shareholders | 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 2017 2016 2015 Numerator Net earnings (loss) $ 96,703 $ 24,956 $ (1,026,719) Net earnings allocated to participating securities (restricted stock and deferred stock units) — (28) — Net earnings (loss) allocated to common shareholders $ 96,703 $ 24,928 $ (1,026,719) Denominator Basic weighted-average common shares outstanding 49,094 48,607 48,288 Dilutive effect of share-based awards 374 179 — Diluted weighted-average common shares outstanding 49,468 48,786 48,288 Net earnings (loss) per common share allocated to common shareholders: Basic $ 1.97 $ 0.51 $ (21.26) Diluted $ 1.95 $ 0.51 $ (21.26) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
DEBT | |
Schedule of long-term debt | The following table provides details on our long-term debt as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Term Loan (net of unamortized OID of $3.0 million at February 3, 2018 and $4.1 million at January 28, 2017) $ 990,465 $ 1,042,660 Senior Notes 421,209 575,000 Less: Deferred financing costs related to the Term Loan and Senior Notes (14,866) (22,131) Total long-term debt, net 1,396,808 1,595,529 Current portion of long-term debt (7,000) (13,379) Total long-term debt, net of current portion $ 1,389,808 $ 1,582,150 |
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 2018 $ 7,000 2019 5,250 2020 7,000 2021 974,170 2022 421,209 Thereafter — Total long-term debt 1,414,629 Deferred financing costs and unamortized OID (17,821) Total long-term debt, net $ 1,396,808 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
GOODWILL AND INTANGIBLE ASSETS | |
Changes in the net carrying amount of goodwill | Goodwill allocated to our reportable segments and changes in the net carrying amount of goodwill for the years ended February 3, 2018 and January 28, 2017 are as follows (in thousands): Corporate Retail Apparel Total Balance at January 30, 2016 $ 93,201 $ 25,385 $ 118,586 Translation adjustment 1,310 (2,870) (1,560) Balance at January 28, 2017 94,511 22,515 117,026 Goodwill of acquired business — 695 695 Goodwill impairment charge (1,500) — (1,500) Translation adjustment 1,294 2,777 4,071 Balance at February 3, 2018 $ 94,305 $ 25,987 $ 120,292 |
Gross carrying amount and accumulated amortization of identifiable intangible assets | The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): February 3, January 28, 2018 2017 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ 16,273 $ 15,966 Favorable leases 13,229 13,826 Customer relationships 28,713 25,483 Total carrying amount 58,215 55,275 Accumulated amortization: Trademarks, tradenames and franchise agreements (10,558) (10,055) Favorable leases (5,010) (3,961) Customer relationships (17,992) (13,804) Total accumulated amortization (33,560) (27,820) Total amortizable intangible assets, net 24,655 27,455 Indefinite-lived intangible assets: Trademarks and tradename 144,204 Total intangible assets, net $ $ 171,659 |
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 $ 769,021 Tradename impairment charge 425,900 Customer relationship impairment charge 41,474 Favorable lease impairment charge 6,959 Total goodwill and intangible asset impairment charges $ 1,243,354 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
INCOME TAXES | |
Earnings (loss) before income taxes | Earnings (loss) before income taxes (in thousands): Fiscal Year 2017 2016 2015 United States $ 90,399 $ (9,986) $ (1,242,022) Foreign 44,555 41,567 46,261 Total $ 134,954 $ 31,581 $ (1,195,761) |
Provision (benefit) for income taxes | The provision (benefit) for income taxes consists of the following (in thousands): Fiscal Year 2017 2016 2015 Current tax expense: Federal $ 25,701 $ 18,545 $ 5,615 State 5,067 912 1,877 Foreign 13,246 11,156 8,307 Deferred tax (benefit) expense: Federal and state (21,187) (23,135) (185,440) Foreign 15,424 (853) 599 Total $ 38,251 $ 6,625 $ (169,042) |
Effective tax rate reconciliation | A reconciliation of the statutory federal income tax rate to our effective tax rate is as follows: Fiscal Year 2017 2016 2015 Federal statutory rate % % % State income taxes, net of federal benefit Uncertain tax positions Foreign tax rate differential Amortizable tax goodwill Goodwill impairment — — Valuation allowance Tax credits — Impact of change to permanent reinvestment of foreign earnings — — Impact of Tax Reform Act — — Impact of ASU 2016-09 — — Adjustments to net tax accruals — Other % % % |
Schedule of deferred tax assets and liabilities and the related temporary differences | Total deferred tax assets and liabilities and the related temporary differences as of February 3, 2018 and January 28, 2017 were as follows (in thousands): February 3, January 28, 2018 2017 Deferred tax assets: Accrued rent and other expenses $ 31,574 $ 53,851 Accrued compensation 16,475 28,530 Accrued inventory markdowns 3,616 8,330 Other 608 2,902 Tax loss and other carryforwards 28,605 23,361 Total deferred tax assets 80,878 116,974 Valuation allowance (19,472) (9,830) Net deferred tax assets 61,406 107,144 Deferred tax liabilities: Property and equipment (46,089) (79,217) Capitalized inventory costs (17,950) (30,977) Intangibles (43,686) (65,776) Investment in foreign subsidiaries (17,314) — Other (5,192) (1,770) Total deferred tax liabilities (130,231) (177,740) Net deferred tax liabilities $ (68,825) $ (70,596) |
Summary of activity related to uncertain tax positions | The following table summarizes the activity related to our uncertain tax positions (in thousands): February 3, January 28, 2018 2017 Gross uncertain tax positions, beginning balance $ 19,450 $ 20,868 Increase in tax positions for prior years 156 2,343 Decrease in tax positions for prior years (17,908) (2,321) Increase in tax positions due to business combinations — — Increase in tax positions for current year 300 — Decrease in tax positions for current year — — Settlements (350) — Lapse from statute of limitations (494) (1,440) Gross uncertain tax positions, ending balance $ 1,154 $ 19,450 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
INVENTORIES | |
Schedule of inventories | The following table provides details on our inventories as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Finished goods $ 739,668 $ 846,585 Raw materials and merchandise components 112,263 108,927 Total inventories $ 851,931 $ 955,512 |
OTHER CURRENT ASSETS, ACCRUED36
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES | |
Other current assets | The following table provides details on our other current assets as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Prepaid expenses $ 47,545 $ 47,057 Tax receivable 20,368 15,794 Other 10,339 10,751 Total other current assets $ 78,252 $ 73,602 |
Accrued expenses and other current liabilities | The following table provides details on our accrued expenses and other current liabilities as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Accrued salary, bonus, sabbatical, vacation and other benefits $ 84,767 $ 72,589 Customer deposits, prepayments and refunds payable 59,633 28,384 Unredeemed gift cards 39,609 40,865 Sales, value-added, payroll, property and other taxes payable 29,409 31,188 Accrued workers compensation and medical costs 25,244 31,609 Accrued dividends 11,128 9,842 Loyalty program reward certificates 9,106 9,840 Accrued royalties 5,032 3,720 Accrued interest 3,281 15,457 Lease termination and other store closure costs 427 4,834 Other 17,901 19,571 Total accrued expenses and other current liabilities $ 285,537 $ 267,899 |
Deferred taxes, net and other liabilities | The following table provides details on our deferred taxes, net and other liabilities as of February 3, 2018 and January 28, 2017 (in thousands): February 3, January 28, 2018 2017 Deferred and other income tax liabilities, net $ 95,314 $ 92,079 Deferred rent and landlord incentives 60,136 61,215 Unfavorable lease liabilities 2,910 4,693 Other 5,831 5,433 Total deferred taxes, net and other liabilities $ 164,191 $ 163,420 |
ACCUMULATED OTHER COMPREHENSI37
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
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 2017, 2016 and 2015 (in thousands and net of tax): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— January 31, 2015 $ (4,232) $ (1,665) $ 226 $ (5,671) Other comprehensive loss before reclassifications (22,427) (1,566) (46) (24,039) Amounts reclassified from accumulated other comprehensive loss — 1,224 — 1,224 Net other comprehensive loss (22,427) (342) (46) (22,815) BALANCE— January 30, 2016 (26,659) (2,007) 180 (28,486) Other comprehensive (loss) income before reclassifications (13,546) 616 24 (12,906) Amounts reclassified from accumulated other comprehensive loss — 1,309 — 1,309 Net other comprehensive (loss) income (13,546) 1,925 24 (11,597) BALANCE— January 28, 2017 (40,205) (82) 204 (40,083) Other comprehensive income (loss) before reclassifications 29,089 (3,397) (15) 25,677 Amounts reclassified from accumulated other comprehensive loss — 3,624 — 3,624 Net other comprehensive income 29,089 227 (15) 29,301 BALANCE— February 3, 2018 $ (11,116) $ 145 $ 189 $ (10,782) |
EQUITY AND SHARE-BASED COMPEN38
EQUITY AND SHARE-BASED COMPENSATION PLANS (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Summary of DSU activity | Weighted-Average Units Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at January 28, 2017 1,061,965 523,948 $ 24.31 $ 28.28 Granted 472,708 542,528 11.48 11.45 Vested (1) (456,758) — 25.38 — Forfeited (63,226) (72,845) 19.70 22.01 Non-Vested at February 3, 2018 1,014,689 993,631 $ 18.13 $ 19.55 (1) Includes 126, 064 shares relinquished for tax payments related to vested DSUs in fiscal 2017. |
Summary of additional information about DSUs | Fiscal Year 2017 2016 2015 DSUs issued 1,015,236 1,315,140 397,811 Weighted average grant date fair value $ 11.47 $ 18.61 $ 53.03 |
Summary of restricted stock activity | Weighted-Average Shares Grant-Date Fair Value Non-Vested at January 28, 2017 36,878 $ 15.56 Granted — — Vested (36,878) 15.56 Forfeited — — Non-Vested at February 3, 2018 — $ — |
Summary of additional information about restricted stock | Fiscal Year 2017 2016 2015 Stock issued — 18,646 33,157 Weighted average grant date fair value $ — $ 17.37 $ 27.93 Fair value of shares vested (in millions) $ 0.6 $ 0.7 $ 2.0 |
Summary of stock option activity | Weighted- Remaining Intrinsic Number of Average Contractual Value Shares Exercise Price Term (in thousands) Outstanding at January 28, 2017 1,194,690 $ 29.70 Granted 630,083 11.54 Exercised (5,790) 17.43 Forfeited (87,833) 15.78 Expired (203,974) 37.88 Outstanding at February 3, 2018 $ 21.97 7.4 Years $ 9,369 Vested and expected to vest at February 3, 2018 $ 22.14 7.4 Years $ 9,079 Exercisable at February 3, 2018 576,616 $ 32.28 5.1 Years $ 939 |
Weighted-average assumptions used to calculate fair value of stock options | Fiscal Year 2017 2016 2015 Risk-free interest rates Expected lives 5.0 years 5.0 years 5.0 years Dividend yield Expected volatility |
Cash Settled Awards | |
Summary of restricted stock activity | The following table summarizes the activity of cash settled awards during fiscal 2017 (in thousands): Cash Settled Awards Non-Vested at January 28, 2017 $ — Granted 8,502 Vested — Forfeited (149) Non-Vested at February 3, 2018 $ 8,353 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
FAIR VALUE MEASUREMENTS | |
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total February 3, 2018— Assets: Derivative financial instruments $ — $ 4,019 $ — $ 4,019 Liabilities: Derivative financial instruments $ — $ 2,307 $ — $ 2,307 January 28, 2017— Assets: Derivative financial instruments $ — $ $ — $ Liabilities: Derivative financial instruments $ — $ $ — $ |
Schedule of fair value and carrying value of long-term debt, including current portion | The table below shows the fair value and carrying value of our long-term debt (in thousands): February 3, 2018 January 28, 2017 Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Long-term debt, including current portion $ 1,396,808 $ 1,407,449 $ 1,595,529 $ 1,556,200 (1) The carrying value of the long-term debt, including current portion is net of deferred financing costs of $14.9 million and $22.1 million as of February 3, 2018 and January 28, 2017, respectively. |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
SEGMENT REPORTING | |
Net sales by brand and reportable segment | Additional net sales information is as follows (in thousands): Fiscal Year 2017 2016 2015 Net sales: MW (1) $ 1,742,668 $ 1,770,968 $ 1,791,249 Jos. A. Bank 735,149 749,869 866,882 K&G 323,994 329,954 338,359 Moores 216,366 214,470 222,574 MW Cleaners 34,844 33,140 33,410 Total retail segment 3,053,021 3,098,401 3,252,474 Total corporate apparel segment 251,325 280,302 243,797 Total net sales $ 3,304,346 $ 3,378,703 $ 3,496,271 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 for the Company (in thousands): Fiscal Year 2017 2016 2015 Net sales: Men's tailored clothing product $ 1,351,881 $ 1,343,875 $ 1,436,742 Men's non-tailored clothing product 1,008,663 1,018,907 1,077,176 Women's clothing product 70,630 73,509 74,985 Other 8,643 9,631 11,031 Total retail clothing product 2,439,817 2,445,922 2,599,934 Rental services 428,355 457,444 443,290 Alteration services 150,005 161,895 175,840 Retail dry cleaning services 34,844 33,140 33,410 Total alteration and other services 184,849 195,035 209,250 Corporate apparel clothing product 251,325 280,302 243,797 Total net sales $ $ $ |
Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings 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 2017 2016 2015 Operating income (loss): Retail $ 411,258 $ 308,283 $ (919,793) Corporate apparel 11,326 25,315 7,767 Shared service expense (193,168) (200,772) (165,270) Operating income (loss) 229,416 132,826 (1,077,296) Interest income 564 167 187 Interest expense (100,471) (103,149) (105,977) Gain (loss) on extinguishment of debt, net 5,445 1,737 (12,675) Earnings (loss) before income taxes $ 134,954 $ 31,581 $ |
Capital expenditures by reportable segment and shared services | Capital expenditures by reportable segment and shared services are as follows (in thousands): Fiscal Year 2017 2016 2015 Capital expenditures: Retail $ 56,133 $ 39,059 $ 65,683 Corporate apparel 3,663 3,440 4,079 Shared services 35,162 57,195 45,736 Total capital expenditures $ 94,958 $ 99,694 $ 115,498 |
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 2017 2016 2015 Depreciation and amortization expense: Retail $ 79,579 $ 75,284 $ Corporate apparel 6,197 5,940 5,969 Shared services 20,717 33,981 25,530 Total depreciation and amortization expense $ 106,493 $ 115,205 $ 132,329 |
Total assets by reportable segment and shared services | Total assets by reportable segment and shared services are as follows (in thousands): February 3, January 28, 2018 2017 Segment assets: Retail $ 1,434,992 $ 1,594,221 Corporate apparel 222,872 199,727 Shared services (1) 342,091 303,924 Total assets $ 1,999,955 $ 2,097,872 (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 2017 2016 2015 Net sales: U.S. $ 2,893,689 $ 2,973,177 $ 3,068,501 International (1) 410,657 405,526 427,770 Total net sales $ 3,304,346 $ 3,378,703 $ 3,496,271 (1) Primarily in Canada and the UK. February 3, 2018 January 28, 2017 Long-lived assets, net (including rental product): U.S. $ 531,915 $ 582,995 International (1) 52,489 53,780 Total long-lived assets $ $ Primarily in Canada and the UK. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
Minimum future rental payments under non-cancelable operating leases | Minimum future rental payments under non‑cancelable operating leases as of February 3, 2018 for each of the next five years and in the aggregate are as follows (in thousands): Operating Fiscal Year Leases 2018 $ 249,614 2019 219,003 2020 187,632 2021 154,676 2022 114,418 Thereafter 185,643 Total $ 1,110,986 |
Condensed Consolidating Informa
Condensed Consolidating Information (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Condensed Consolidating Balance Sheet | T ailored Brands, Inc. Condensed Consolidating Balance Sheet February 3, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Accounts receivable, net — 23,712 368,328 58,573 (370,830) 79,783 Inventories — 207,504 445,126 199,301 — 851,931 Other current assets 3,666 26,951 38,217 9,418 — 78,252 Total current assets 3,666 309,985 853,851 316,901 (370,830) 1,113,573 Property and equipment, net — 203,204 220,979 36,491 — 460,674 Rental product, net — 103,664 3,658 16,408 — 123,730 Goodwill — 6,160 67,010 47,122 — 120,292 Intangible assets, net — — 155,438 13,549 — 168,987 Investments in subsidiaries 128,458 1,424,647 — — (1,553,105) — Other assets — 11,183 805 81,846 (81,135) 12,699 Total assets $ 132,124 $ 2,058,843 $ 1,301,741 $ 512,317 $ (2,005,070) $ 1,999,955 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 110,326 $ 281,838 $ 57,756 $ 66,016 $ (370,830) $ 145,106 Accrued expenses and other current liabilities 14,061 87,597 155,813 34,187 — 291,658 Current portion of long-term debt — 7,000 — — — 7,000 Total current liabilities 124,387 376,435 213,569 100,203 (370,830) 443,764 Long-term debt, net — 1,389,808 — — — 1,389,808 Deferred taxes, net and other liabilities 5,545 164,142 46,641 28,998 (81,135) 164,191 Shareholders' equity 2,192 128,458 1,041,531 383,116 (1,553,105) 2,192 Total liabilities and shareholders' equity $ 132,124 $ 2,058,843 $ 1,301,741 $ 512,317 $ (2,005,070) $ 1,999,955 Tailored 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 $ — $ 1,002 $ 1,881 $ 68,006 $ — $ 70,889 Accounts receivable, net 7,376 15,499 476,742 56,777 (490,680) 65,714 Inventories — 230,264 438,167 287,081 — 955,512 Other current assets 12,773 134,225 28,436 8,448 (110,280) 73,602 Total current assets 20,149 380,990 945,226 420,312 (600,960) 1,165,717 Property and equipment, net — 232,090 216,248 35,827 — 484,165 Rental product, net — 131,287 3,369 17,954 — 152,610 Goodwill — 6,160 68,510 42,356 — 117,026 Intangible assets, net — 78 157,270 14,311 — 171,659 Investments in subsidiaries (109,788) 1,425,622 — — (1,315,834) — Other assets — 5,615 959 7,321 (7,200) 6,695 Total assets $ (89,639) $ $ $ $ $ LIABILITIES AND SHAREHOLDERS' (DEFICIT) EQUITY CURRENT LIABILITIES: Accounts payable $ 15,352 $ 509,572 $ 82,337 $ 60,799 $ (490,680) $ 177,380 Accrued expenses and other current liabilities 2,627 111,617 129,420 135,777 (110,280) 269,161 Current portion of long-term debt — 13,379 — — — 13,379 Total current liabilities 17,979 634,568 211,757 196,576 (600,960) 459,920 Long-term debt, net — 1,582,150 — — — 1,582,150 Deferred taxes, net and other liabilities — 74,912 85,477 10,231 (7,200) 163,420 Shareholders' (deficit) equity (107,618) (109,788) 1,094,348 331,274 (1,315,834) (107,618) Total liabilities and shareholders' (deficit) equity $ (89,639) $ $ $ $ $ |
Condensed Consolidating Statement of Earnings (Loss) | Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended February 3, 2018 Net sales $ — $ 1,737,651 $ 1,653,188 $ 737,848 $ (824,341) $ 3,304,346 Cost of sales — 897,429 1,255,046 567,446 (824,341) 1,895,580 Gross margin — 840,222 398,142 170,402 — 1,408,766 Operating expenses 3,453 648,569 557,404 116,587 (146,663) 1,179,350 Operating (loss) income (3,453) 191,653 (159,262) 53,815 146,663 229,416 Other income and expenses, net — — 145,002 1,661 (146,663) — Interest expense, net (442) (105,009) 6,606 (1,062) — (99,907) Gain on extinguishment of debt, net — 5,445 — — — 5,445 (Loss) earnings before income taxes (3,895) 92,089 (7,654) 54,414 — 134,954 Provision (benefit) for income taxes (3,444) 54,744 (41,719) 28,670 — 38,251 (Loss) earnings before equity in net income of subsidiaries (451) 37,345 34,065 25,744 — 96,703 Equity in earnings (loss) of subsidiaries 97,154 59,809 — — (156,963) — Net earnings (loss) $ 96,703 $ 97,154 $ 34,065 $ 25,744 $ (156,963) $ 96,703 Comprehensive income (loss) $ 126,004 $ 100,186 $ 34,050 $ 52,028 $ (186,264) $ 126,004 Year Ended January 28, 2017 Net sales $ — $ 1,765,793 $ 1,730,505 $ 405,526 $ (523,121) $ 3,378,703 Cost of sales — 897,564 1,308,576 254,216 (523,121) 1,937,235 Gross margin — 868,229 421,929 151,310 — 1,441,468 Operating expenses 3,374 636,507 649,177 115,017 (95,433) 1,308,642 Operating (loss) income (3,374) 231,722 (227,248) 36,293 95,433 132,826 Other income and expenses, net — — 89,433 6,000 (95,433) — Interest expense, net (23) (104,636) 2,404 (727) — (102,982) Gain on extinguishment of debt, net — 1,737 — — — 1,737 (Loss) earnings before income taxes (3,397) 128,823 (135,411) 41,566 — 31,581 (Benefit) provision for income taxes (1,249) 25,063 (27,492) 10,303 — 6,625 (Loss) earnings before equity in net income of subsidiaries (2,148) 103,760 (107,919) 31,263 — 24,956 Equity in earnings (loss) of subsidiaries 27,104 (76,656) — — 49,552 — Net earnings (loss) 24,956 27,104 (107,919) 31,263 49,552 24,956 Comprehensive income (loss) $ 13,359 $ 28,427 $ (107,895) $ 18,319 $ 61,149 $ 13,359 Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Year Ended January 30, 2016 Net sales $ — $ 1,787,295 $ 1,852,876 $ 427,770 $ (571,670) $ 3,496,271 Cost of sales — 943,897 1,374,272 265,349 (571,670) 2,011,848 Gross margin — 843,398 478,604 162,421 — 1,484,423 Operating expenses 2,801 1,218,061 1,238,599 120,667 (18,409) 2,561,719 Operating (loss) income (2,801) (374,663) (759,995) 41,754 18,409 (1,077,296) Other income and expenses, net — 16,450 1,959 — (18,409) — Interest expense, net — (106,613) 1,776 (953) — (105,790) Loss on extinguishment of debt, net — (12,675) — — — (12,675) (Loss) earnings before income taxes (2,801) (477,501) (756,260) 40,801 — (1,195,761) (Benefit) provision for income taxes (403) (65,534) (112,010) 8,905 — (169,042) (Loss) earnings before equity in net income of subsidiaries (2,398) (411,967) (644,250) 31,896 — (1,026,719) Equity in (loss) earnings of subsidiaries (1,024,321) (612,354) — — 1,636,675 — Net (loss) earnings $ (1,026,719) $ (1,024,321) $ (644,250) $ 31,896 $ 1,636,675 $ (1,026,719) Comprehensive (loss) income $ (1,049,534) $ (1,024,663) $ (644,296) $ 9,469 $ 1,659,490 $ (1,049,534) |
Condensed Consolidating Statement of Cash Flows | Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended February 3, 2018 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 35,545 $ 520,678 $ 61,823 $ (231,517) (35,761) $ 350,768 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (25,729) (63,681) (5,548) — (94,958) Acquisition of business, net of cash — — — (457) — (457) Intercompany activities — (285,500) — (75,135) 360,635 — Proceeds from sale of property and equipment — 3,323 2,157 — — 5,480 Net cash used in investing activities — (307,906) (61,524) (81,140) 360,635 (89,935) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — (53,379) — — — (53,379) Proceeds from asset-based revolving credit facility — 276,300 — — — 276,300 Payments on asset-based revolving credit facility — (276,300) — — — (276,300) Repurchase and retirement of senior notes — (145,371) — — — (145,371) Deferred financing costs — (2,580) — — — (2,580) Intercompany activities — 39,374 — 285,500 (324,874) — Cash dividends paid (35,761) — — — — (35,761) Proceeds from issuance of common stock 1,903 — — — — 1,903 Tax payments related to vested deferred stock units (1,687) — — — — (1,687) Net cash (used in) provided by financing activities (35,545) (161,956) — 285,500 (324,874) (236,875) Effect of exchange rate changes — — — 8,760 — 8,760 Increase (decrease) in cash and cash equivalents — 50,816 299 (18,397) — 32,718 Cash and cash equivalents at beginning of period — 1,002 1,881 68,006 — 70,889 Cash and cash equivalents at end of period $ — $ 51,818 $ 2,180 $ 49,609 $ — $ 103,607 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows Year Ended January 28, 2017 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 34,402 $ 257,133 $ 47,038 $ (60,705) $ (35,240) $ 242,628 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (46,960) (47,998) (4,736) — (99,694) Intercompany activities — (110,280) — — 110,280 — Proceeds from sale of property and equipment — — 598 19 — 617 Net cash used in investing activities — (157,240) (47,400) (4,717) 110,280 (99,077) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — (42,451) — — — (42,451) Proceeds from asset-based revolving credit facility — 606,500 — 3,037 — 609,537 Payments on asset-based revolving credit facility — (606,500) — (3,037) — (609,537) Repurchase and retirement of senior notes — (21,924) — — — (21,924) Intercompany activities — (35,240) — 110,280 (75,040) — Cash dividends paid (35,240) — — — — (35,240) Proceeds from issuance of common stock 2,189 — — — — 2,189 Tax payments related to vested deferred stock units (1,362) — — — — (1,362) Excess tax benefits from share-based plans 11 — — — — 11 Net cash (used in) provided by financing activities (34,402) (99,615) — 110,280 (75,040) (98,777) Effect of exchange rate changes — — — (3,865) — (3,865) Increase (decrease) in cash and cash equivalents — 278 (362) 40,993 — 40,909 Cash and cash equivalents at beginning of period — 724 2,243 27,013 — 29,980 Cash and cash equivalents at end of period $ — $ 1,002 $ 1,881 $ 68,006 $ — $ 70,889 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 (used in) operating activities $ 35,404 $ 47,515 $ 47,880 $ 35,878 $ (34,980) $ 131,697 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (54,525) (50,692) (10,281) — (115,498) Intercompany activities — 33,432 — — (33,432) — Proceeds from sale of property and equipment — 2,586 31 — — 2,617 Net cash used in investing activities — (18,507) (50,661) (10,281) (33,432) (112,881) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on term loan — (8,000) — — — (8,000) Proceeds from asset-based revolving credit facility — 180,500 — — — 180,500 Payments on asset-based revolving credit facility — (180,500) — — — (180,500) Intercompany activities — (34,980) — (33,432) 68,412 — Cash dividends paid (34,980) — — — — (34,980) Proceeds from issuance of common stock 2,974 — — — — 2,974 Deferred financing costs — (3,566) — — — (3,566) Tax payments related to vested deferred stock units (4,538) — — — — (4,538) Excess tax benefits from share-based plans 1,417 — 167 — — 1,584 Repurchases of common stock (277) — — — — (277) Net cash (used in) provided by financing activities (35,404) (46,546) 167 (33,432) 68,412 (46,803) Effect of exchange rate changes — — — (4,294) — (4,294) Increase (decrease) in cash and cash equivalents — (17,538) (2,614) (12,129) — (32,281) Cash and cash equivalents at beginning of period — 18,262 4,857 39,142 — 62,261 Cash and cash equivalents at end of period $ — $ 724 $ 2,243 $ 27,013 $ — $ 29,980 |
QUARTERLY RESULTS OF OPERATIO43
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | |
Consolidated results of operations by quarter | Our quarterly results of operations reflect all adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The consolidated results of operations by quarter for fiscal 2017 and 2016 are presented below (in thousands, except per share amounts): Fiscal 2017 Quarters Ended April 29, July 29, October 28, February 3, 2017 (1) 2017 2017 2018 (2) Net sales $ 782,906 $ 850,758 $ 810,818 $ 859,864 Gross margin 332,440 396,696 358,757 320,873 Net earnings (loss) $ 1,839 $ 58,471 $ 36,892 $ (499) Net earnings (loss) per common share allocated to common shareholders: Basic (3) $ 0.04 $ 1.19 $ 0.75 $ Diluted (3) $ 0.04 $ 1.19 $ 0.75 $ Fiscal 2016 Quarters Ended April 30, July 30, October 29, January 28, 2016 (4) 2016 (5) 2016 (6) 2017 (7) Net sales $ 828,822 $ 909,684 $ 846,934 $ 793,263 Gross margin 351,841 410,304 377,206 302,117 Net earnings (loss) $ 1,637 $ 24,975 $ 28,433 $ (30,089) Net earnings (loss) per common share allocated to common shareholders: Basic (3) $ 0.03 $ 0.51 $ 0.58 $ Diluted (3) $ 0.03 $ 0.51 $ 0.58 $ (1) Includes pre-tax expenses of $17. 2 million relating to the termination of the tuxedo rental license agreement with Macy’s. (2) Within provision for income taxes, includes $18.3 million related to a favorable tax resolution offset by a change in our position on permanently reinvested foreign earnings totaling $17.3 million. (3) 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. (4) Includes pre-tax expenses of $16.5 million consisting primarily of restructuring and other charges of $13.2 million. (5) Includes pre-tax expenses of $39. 4 million consisting primarily of restructuring and other charges of $35.0 million. (6) Includes pre-tax expenses of $12. 3 million consisting primarily of restructuring and other charges of $10.9 million. Includes pre-tax expenses of $28.2 million consisting primarily of asset impairment charges of $15.1 million and restructuring and other charges of $9.0 million. |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Organization and Business (Details) | Jan. 31, 2016 | Feb. 03, 2018location | Jan. 28, 2017 | Jan. 30, 2016 |
Reorganization | ||||
Share conversion ratio used in the Reorganization | 1 | |||
Fiscal period | ||||
Length of fiscal year | 371 days | 364 days | 364 days | |
Maximum | ||||
Fiscal period | ||||
Length of fiscal year | 371 days | |||
Minimum | ||||
Fiscal period | ||||
Length of fiscal year | 364 days | |||
Retail Segment | ||||
Locations | ||||
Number of locations rental products served | 1,400 |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Property and Equipment | |||
Depreciation expense | $ 102.5 | $ 110.4 | $ 117.9 |
Building | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Building | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 25 years | ||
Leasehold Improvements | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 5 years | ||
Leasehold Improvements | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 10 years | ||
Furniture, fixtures and equipment | Minimum | |||
Property and Equipment | |||
Estimated useful lives | 2 years | ||
Furniture, fixtures and equipment | Maximum | |||
Property and Equipment | |||
Estimated useful lives | 15 years |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Rental Product (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Rental Product | |||
Rental product amortization | $ 38,021 | $ 42,171 | $ 34,592 |
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 | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Impairment of Long-Lived Assets | |||
Asset impairment charges | $ 3,547 | $ 19,358 | $ 27,480 |
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 | 3,500 | 16,500 | |
Retail Segment | Tuxedo Shops | |||
Impairment of Long-Lived Assets | |||
Impairment on assets held for use | $ 1,200 | 14,000 | |
Retail Segment | 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 | ||
Feb. 03, 2018USD ($)item | Jan. 28, 2017USD ($) | Jan. 30, 2016USD ($) | |
Sabbatical Leave | |||
Accrued liability | $ 3,600,000 | $ 6,100,000 | |
Gift Cards and Gift Card Breakage | |||
Pre-tax breakage income | $ 3,200,000 | 2,900,000 | $ 2,700,000 |
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 | $ 9,106,000 | $ 9,840,000 |
SUMMARY OF SIGNIFICANT ACCOUN49
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Operating Leases (Details) | 12 Months Ended |
Feb. 03, 2018 | |
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 | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Share-Based Compensation | |||
Share-based compensation expense | $ 25.2 | $ 17.4 | $ 14.8 |
Total income tax benefit recognized in net (loss) earnings for share-based compensation arrangements | $ 9.5 | $ 6.8 | $ 5.8 |
SUMMARY OF SIGNIFICANT ACCOUN51
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Cumulative adjustment to retained earnings | $ (479,166) | $ (538,823) |
Difference between before and after adkption of topic 606 | ASU 2014-09 | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Cumulative adjustment to retained earnings | $ 40,000 |
TERMINATION OF TUXEDO RENTAL 52
TERMINATION OF TUXEDO RENTAL LICENSE AGREEMENT WITH MACY'S (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Jan. 28, 2017 | Feb. 03, 2018 | |
Asset impairment charges | $ 15.1 | |
Retail Segment | ||
Termination-related costs | $ 17.2 | |
Termination Related Costs, Cash Charges | 14.6 | |
Contract termination | 12.3 | |
Rental product write-offs | 1.4 | |
Asset impairment charges | 1.2 | |
Other costs | 2.3 | |
Selling, general and administrative expenses | ||
Termination-related costs | 14.6 | |
Cost of sales | ||
Termination-related costs | 1.4 | |
Asset impairment charges | ||
Termination-related costs | $ 1.2 |
DIVESTITURE OF MW CLEANERS (Det
DIVESTITURE OF MW CLEANERS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Feb. 03, 2018 | Feb. 03, 2018 | Feb. 28, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Goodwill impairment charge | $ 1,500 | ||
MW Cleaners business | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Consideration | $ 18,000 | ||
Disposed of by sale | MW Cleaners business | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Goodwill impairment charge | $ 1,500 | ||
Total assets, primarily made up of accounts receivables, goodwill and property, plant and equipment | 24,000 | 24,000 | |
Total liabilities, primarily made up of accrued and deferred tax liabilities | $ 6,000 | $ 6,000 |
RESTRUCTURING AND OTHER CHARG54
RESTRUCTURING AND OTHER CHARGES - Store Closures and Charges Incurred (Details) $ in Thousands | 12 Months Ended | 24 Months Ended | |
Feb. 03, 2018USD ($) | Jan. 28, 2017store | Jan. 28, 2017USD ($) | |
Restructuring and Other Charges | |||
Payments for Restructuring | $ | $ 5,628 | ||
Men's Wearhouse and Tux | |||
Restructuring and Other Charges | |||
Number of stores closed in fiscal 2016 | 102 | ||
Fourth quarter fiscal 2015 initiatives | |||
Restructuring and Other Charges | |||
Payments for Restructuring | $ | $ 68,100 | ||
Closure of underperforming stores | Jos. A. Bank | |||
Restructuring and Other Charges | |||
Number of stores closed in fiscal 2016 | 75 | ||
Exiting of the outlet/factory business | MW and Jos. A. Bank | |||
Restructuring and Other Charges | |||
Number of stores closed in fiscal 2016 | 56 |
RESTRUCTURING AND OTHER CHARG55
RESTRUCTURING AND OTHER CHARGES- Charges Incurred (Details) - USD ($) $ in Thousands | 12 Months Ended | 24 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 28, 2017 | |
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | $ 68,087 | $ 41,463 | $ 109,550 | |
Asset impairment charges | $ 3,547 | 19,358 | 27,480 | |
Goodwill and intangible asset impairment charges | 1,500 | 1,243,354 | ||
Fourth quarter fiscal 2015 initiatives | ||||
Restructuring and Other Charges | ||||
Asset impairment charges | 23,100 | |||
Goodwill and intangible asset impairment charges | 5,500 | |||
Consulting costs | ||||
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | 15,074 | 918 | 15,992 | |
Severance and employee-related costs | ||||
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | 6,103 | 6,103 | ||
Store asset impairment charges and accelerated depreciation, net of deferred rent | ||||
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | 1,734 | 23,146 | 24,880 | |
Lease termination costs | ||||
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | 43,116 | 43,116 | ||
Other costs | ||||
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | 2,060 | 858 | 2,918 | |
Inventory reserve charges | ||||
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | 11,008 | 11,008 | ||
Favorable lease impairment charges | ||||
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | 5,533 | 5,533 | ||
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 | ||
Retail Segment | ||||
Restructuring and Other Charges | ||||
Pre-tax restructuring and other charges | 49,000 | $ 39,900 | $ 88,900 | |
Asset impairment charges | $ 3,500 | 16,500 | ||
Retail Segment | Fourth quarter fiscal 2015 initiatives | ||||
Restructuring and Other Charges | ||||
Asset impairment charges | $ 2,500 |
RESTRUCTURING AND OTHER CHARG56
RESTRUCTURING AND OTHER CHARGES - Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Summary of pre-tax and other charges | |||
Beginning Balance | $ 5,905 | ||
Payments | (5,628) | ||
Ending Balance | 277 | $ 5,905 | |
Jos. A. Bank | |||
Additional costs | |||
Integration costs | 8,800 | $ 18,700 | |
Severance and employee-related costs | |||
Summary of pre-tax and other charges | |||
Beginning Balance | 986 | ||
Payments | (986) | ||
Ending Balance | 986 | ||
Lease termination costs | |||
Summary of pre-tax and other charges | |||
Beginning Balance | 4,834 | ||
Payments | (4,557) | ||
Ending Balance | 277 | 4,834 | |
Consulting costs | |||
Summary of pre-tax and other charges | |||
Beginning Balance | 60 | ||
Payments | (60) | ||
Ending Balance | 60 | ||
Other costs | |||
Summary of pre-tax and other charges | |||
Beginning Balance | 25 | ||
Payments | $ (25) | ||
Ending Balance | 25 | ||
Cost of sales | Jos. A. Bank | |||
Additional costs | |||
Integration costs | $ 2,100 | $ 900 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Numerator | |||||||||||
Net earnings (loss) | $ (499) | $ 36,892 | $ 58,471 | $ 1,839 | $ (30,089) | $ 28,433 | $ 24,975 | $ 1,637 | $ 96,703 | $ 24,956 | $ (1,026,719) |
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 | 96,703 | 24,928 | (1,026,719) | ||||||||
Net earnings (loss) allocated to common shareholders - diluted | $ 96,703 | $ 24,928 | $ (1,026,719) | ||||||||
Denominator | |||||||||||
Basic weighted-average common shares outstanding (in shares) | 49,094 | 48,607 | 48,288 | ||||||||
Dilutive effect of share-based awards (in shares) | 374 | 179 | |||||||||
Diluted weighted-average common shares outstanding (in shares) | 49,468 | 48,786 | 48,288 | ||||||||
Net earnings (loss) per common share allocated to common shareholders: | |||||||||||
Basic (in dollars per share) | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ (0.62) | $ 0.58 | $ 0.51 | $ 0.03 | $ 1.97 | $ 0.51 | $ (21.26) |
Diluted (in dollars per share) | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ (0.62) | $ 0.58 | $ 0.51 | $ 0.03 | $ 1.95 | $ 0.51 | $ (21.26) |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
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) | 1.8 | 1.6 | 0.4 |
DEBT - Summary, Narrative (Deta
DEBT - Summary, Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Feb. 03, 2018 | Oct. 28, 2017 | Jan. 28, 2017 | Jun. 18, 2014 | |
Debt | ||||
Maximum quarterly dividends on common stock per debt covenants | $ 10 | |||
Senior Notes | ||||
Debt | ||||
Aggregate principal amount of debt issued | $ 600 | $ 600 | ||
Interest rate (as a percent) | 7.00% | |||
2014 Credit Facilities | Term Loan | ||||
Debt | ||||
Aggregate principal amount of debt issued | 1,100 | |||
Unamortized OID | $ 3 | $ 4.1 | 11 | |
2014 Credit Facilities | ABL Facility | ||||
Debt | ||||
Credit facility | $ 550 | $ 550 | $ 500 |
DEBT - Credit Facilities, Narra
DEBT - Credit Facilities, Narrative(Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | Oct. 28, 2017 | Jan. 31, 2015 | Jun. 18, 2014 | |
Debt | ||||||
Gains (Losses) on Extinguishment of Debt | $ 5,445 | $ 1,737 | $ (12,675) | |||
Variable interest rate basis | adjusted LIBOR for a one-month interest period | |||||
Term Loan | ||||||
Debt | ||||||
Gains (Losses) on Extinguishment of Debt | $ 900 | |||||
Term Loan | Interest rate swap | ||||||
Debt | ||||||
Notional amount of interest rate swap | 410,000 | |||||
Senior Notes | ||||||
Debt | ||||||
Gains (Losses) on Extinguishment of Debt | $ 6,300 | |||||
Senior Notes | Upon the occurrence of certain specific changes of control | ||||||
Debt | ||||||
Redemption price as a percentage of the principal amount of debt | 101.00% | |||||
2014 Credit Facilities | Term Loan | ||||||
Debt | ||||||
Total variable interest rate (as a percent) | 5.08% | |||||
Portion of term loan refinanced at a fixed rate | $ 400,000 | |||||
Deferred financing costs | $ 3,600 | |||||
Fixed rate on refinanced amount (as a percent) | 5.00% | |||||
Weighted average interest rate (as a percent) | 5.22% | |||||
Gains (Losses) on Extinguishment of Debt | $ 12,700 | |||||
2014 Credit Facilities | Term Loan | LIBOR | ||||||
Debt | ||||||
Actual LIBOR rate (as a percent) | 1.58% | |||||
Margin added to Base rate (as a percent) | 3.50% | |||||
2014 Credit Facilities | ABL Facility | ||||||
Debt | ||||||
Credit facility | $ 550,000 | $ 550,000 | $ 500,000 | |||
Total credit facility with expansion feature | 650,000 | |||||
Amount drawn | 0 | |||||
Letters of credit issued and outstanding | 37,300 | |||||
Borrowings available under credit facility | $ 505,500 | |||||
2014 Credit Facilities | ABL Facility | LIBOR | ||||||
Debt | ||||||
Margin added to Base rate (as a percent) | 1.00% | |||||
2014 Credit Facilities | ABL Facility | Federal funds rate | ||||||
Debt | ||||||
Margin added to Base rate (as a percent) | 0.50% | |||||
2014 Credit Facilities | ABL Facility | Minimum | ||||||
Debt | ||||||
Fees on amounts available to be drawn (as a percent) | 1.25% | |||||
Fees on unused commitments (as a percent) | 0.25% | |||||
2014 Credit Facilities | ABL Facility | Maximum | ||||||
Debt | ||||||
Varying interest rate margin (as a percent) | 1.75% | |||||
Fees on amounts available to be drawn (as a percent) | 1.75% | |||||
Maximum borrowing outstanding under the ABL Facility during the period | $ 34,700 |
DEBT - Long Term Debt, Narrativ
DEBT - Long Term Debt, Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | May 27, 2017 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Debt | |||||
Gain (loss) on extinguishment of debt, net | $ 5,445 | $ 1,737 | $ (12,675) | ||
Gain upon repurchase | 8,400 | ||||
Unamortized deferred financing costs | 3,000 | ||||
Senior Notes | |||||
Debt | |||||
Repurchased and retired | 153,800 | ||||
Gain (loss) on extinguishment of debt, net | 6,300 | ||||
Gain upon repurchase | 8,400 | ||||
Unamortized deferred financing costs | 2,100 | ||||
Term Loan | |||||
Debt | |||||
Mandatory excess cash flow prepayment offer | $ 4,600 | ||||
Optional prepayment | $ 40,000 | ||||
Gain (loss) on extinguishment of debt, net | $ 900 |
DEBT - Components (Details)
DEBT - Components (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 31, 2015 | Jun. 18, 2014 |
Debt | ||||
Total long-term debt, net | $ 1,396,808 | $ 1,595,529 | ||
Current portion of long-term debt | (7,000) | (13,379) | ||
Total long-term debt, net of current portion | 1,389,808 | 1,582,150 | ||
Senior Notes | ||||
Debt | ||||
Long-term debt | 421,209 | 575,000 | ||
Term Loan and Senior Notes | ||||
Debt | ||||
Less: Deferred financing costs related to the Term Loan and Senior Notes | (14,866) | (22,131) | ||
2014 Credit Facilities | Term Loan | ||||
Debt | ||||
Unamortized OID | 3,000 | 4,100 | $ 11,000 | |
Long-term debt | $ 990,465 | $ 1,042,660 | ||
Less: Deferred financing costs related to the Term Loan and Senior Notes | $ (3,600) |
DEBT - Maturities (Details)
DEBT - Maturities (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Principal payments due on long-term debt | ||
2,018 | $ 7,000 | |
2,019 | 5,250 | |
2,020 | 7,000 | |
2,021 | 974,170 | |
2,022 | 421,209 | |
Total long-term debt | 1,414,629 | |
Deferred financing costs and unamortized OID | (17,821) | |
Total long-term debt, net | $ 1,396,808 | $ 1,595,529 |
GOODWILL AND INTANGIBLE ASSET64
GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Thousands | 12 Months Ended | |
Feb. 03, 2018USD ($) | Jan. 28, 2017USD ($) | |
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | $ 117,026 | $ 118,586 |
Goodwill of acquired business | 695 | |
Goodwill impairment charge | (1,500) | |
Translation adjustment | 4,071 | (1,560) |
Balance at the end of the period | 120,292 | 117,026 |
Retail Segment | ||
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | 94,511 | 93,201 |
Goodwill impairment charge | (1,500) | |
Translation adjustment | 1,294 | 1,310 |
Balance at the end of the period | 94,305 | 94,511 |
Accumulated goodwill impairment | 780,000 | 778,500 |
Corporate Apparel Segment | ||
Changes in the net carrying amount of goodwill | ||
Balance at the beginning of the period | 22,515 | 25,385 |
Goodwill of acquired business | 695 | |
Translation adjustment | 2,777 | (2,870) |
Balance at the end of the period | $ 25,987 | $ 22,515 |
GOODWILL AND INTANGIBLE ASSET65
GOODWILL AND INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Amortizable intangible assets: | ||
Carrying amount | $ 58,215 | $ 55,275 |
Accumulated amortization | (33,560) | (27,820) |
Total amortizable intangible assets, net | 24,655 | 27,455 |
Indefinite-lived intangible assets: | ||
Trademarks and tradename | 144,332 | 144,204 |
Total intangible assets, net | 168,987 | 171,659 |
Trademarks, tradenames and franchise agreements | ||
Amortizable intangible assets: | ||
Carrying amount | 16,273 | 15,966 |
Accumulated amortization | (10,558) | (10,055) |
Favorable lease impairment charge | ||
Amortizable intangible assets: | ||
Carrying amount | 13,229 | 13,826 |
Accumulated amortization | (5,010) | (3,961) |
Customer relationship impairment charge | ||
Amortizable intangible assets: | ||
Carrying amount | 28,713 | 25,483 |
Accumulated amortization | $ (17,992) | $ (13,804) |
GOODWILL AND INTANGIBLE ASSET66
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Intangible asset amortization expense | |||
Pre-tax amortization expense associated with intangible assets | $ 4.2 | $ 4.8 | $ 14.4 |
Pre-tax amortization expense estimated for fiscal year 2018 | 3.8 | ||
Pre-tax amortization expense estimated for fiscal year 2019 | 3.6 | ||
Pre-tax amortization expense estimated for fiscal year 2020 | 3.5 | ||
Pre-tax amortization expense estimated for fiscal year 2021 | 3.4 | ||
Pre-tax amortization expense estimated for fiscal year 2022 | $ 2.1 |
GOODWILL AND INTANGIBLE ASSET67
GOODWILL AND INTANGIBLE ASSETS - Impairment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 30, 2016 | Jan. 28, 2017 | |
Impairment of Long-Lived Assets | |||
Carrying value of indefinite-lived intangible assets | $ 144,332 | $ 144,204 | |
Goodwill impairment charge | 1,500 | ||
Total goodwill and intangible asset impairment charges | 1,500 | $ 1,243,354 | |
Retail Segment | |||
Impairment of Long-Lived Assets | |||
Goodwill impairment charge | $ 1,500 | ||
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 relationship impairment charge | |||
Impairment of Long-Lived Assets | |||
Customer relationship and favorable lease impairment charge | 41,474 | ||
Retail Segment | Jos. A. Bank | Favorable lease impairment charge | |||
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 |
INCOME TAXES - Earnings before
INCOME TAXES - Earnings before Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Earnings (loss) before income taxes | |||
United States | $ 90,399 | $ (9,986) | $ (1,242,022) |
Foreign | 44,555 | 41,567 | 46,261 |
Earnings (loss) before income taxes | $ 134,954 | $ 31,581 | $ (1,195,761) |
INCOME TAXES - Components (Deta
INCOME TAXES - Components (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Current tax expense: | |||
Federal | $ 25,701 | $ 18,545 | $ 5,615 |
State | 5,067 | 912 | 1,877 |
Foreign | 13,246 | 11,156 | 8,307 |
Deferred tax (benefit) expense: | |||
Federal and state | (21,187) | (23,135) | (185,440) |
Foreign | 15,424 | (853) | 599 |
Total | $ 38,251 | $ 6,625 | $ (169,042) |
INCOME TAXES - Reconciliation (
INCOME TAXES - Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Dec. 31, 2018 | Feb. 03, 2018 | Dec. 31, 2017 | Jan. 28, 2017 | Jan. 30, 2016 | |
Effective tax rate reconciliation | |||||
Federal statutory rate (as a percent) | 33.70% | 35.00% | 35.00% | ||
Period for one-time transition tax on certain unrepatriated earnings of non-U.S. subsidiaries | 8 years | ||||
Provisional estimate of incremental withholding liabilities on its investment in foreign earnings | $ 17.3 | ||||
Provisional discrete net tax benefit | $ 0.3 | ||||
State income taxes, net of federal benefit (as a percent) | 1.20% | (5.60%) | 2.00% | ||
Uncertain tax positions ( as a percent) | (13.60%) | 1.00% | (0.10%) | ||
Foreign tax rate differential (as a percent) | (2.90%) | (14.30%) | 0.50% | ||
Amortizable tax goodwill (as a percent) | (1.10%) | (5.00%) | 0.10% | ||
Goodwill impairment (as a percent) | (22.50%) | ||||
Valuation allowance (as a percent) | 7.10% | 10.30% | (0.50%) | ||
Tax credits (as a percent) | (9.60%) | (3.40%) | |||
Impact of change to Permanently reinvested foreign earnings | 12.80% | ||||
Impact of Tax Reform Act | (0.20%) | ||||
Impact of change to stock-based awards | 2.10% | ||||
Adjustments to net tax accruals (as a percent) | 4.40% | (0.50%) | |||
Other (as a percent) | (1.20%) | (1.40%) | 0.10% | ||
Effective income tax rate (as a percent) | 28.30% | 21.00% | 14.10% | ||
Maximum | |||||
Effective tax rate reconciliation | |||||
Federal statutory rate (as a percent) | 35.00% | ||||
Forecast | |||||
Effective tax rate reconciliation | |||||
Federal statutory rate (as a percent) | 21.00% |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Deferred tax assets: | ||
Accrued rent and other expenses | $ 31,574 | $ 53,851 |
Accrued compensation | 16,475 | 28,530 |
Accrued inventory markdowns | 3,616 | 8,330 |
Other | 608 | 2,902 |
Tax loss and other carryforwards | 28,605 | 23,361 |
Total deferred tax assets | 80,878 | 116,974 |
Valuation allowance | (19,472) | (9,830) |
Net deferred tax assets | 61,406 | 107,144 |
Deferred tax liabilities: | ||
Property and equipment | (46,089) | (79,217) |
Capitalized inventory costs | (17,950) | (30,977) |
Intangibles | (43,686) | (65,776) |
Investment in foreign subsidiaries | (17,314) | |
Other | (5,192) | (1,770) |
Total deferred tax liabilities | (130,231) | (177,740) |
Net deferred tax liabilities | $ (68,825) | $ (70,596) |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
INCOME TAXES | ||
Accrued interest related to uncertain tax positions | $ 200 | $ 1,500 |
Summary of uncertain tax positions | ||
Gross uncertain tax positions, beginning balance | 19,450 | 20,868 |
Increase in tax positions for prior years | 156 | 2,343 |
Decrease in tax positions for prior years | (17,908) | (2,321) |
Increase in tax positions for current year | 300 | |
Settlements | (350) | |
Lapse from statute of limitations | (494) | (1,440) |
Gross uncertain tax positions, ending balance | 1,154 | $ 19,450 |
Unrecognized tax benefits that would impact effective tax rate | $ 1,200 |
INCOME TAXES - Operating Loss C
INCOME TAXES - Operating Loss Carryforwards (Details) $ in Millions | Feb. 03, 2018USD ($) |
Federal | |
NOL carryforwards | |
NOL carryforwards | $ 12.5 |
State | |
NOL carryforwards | |
NOL carryforwards | 132.3 |
Foreign | |
NOL carryforwards | |
NOL carryforwards | $ 1.5 |
INCOME TAXES - Tax Credit Carry
INCOME TAXES - Tax Credit Carryforwards (Details) $ in Millions | Feb. 03, 2018USD ($) |
Foreign | |
Tax credit carryforwards | |
Tax credit carryforwards | $ 11 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
INVENTORIES | ||
Finished goods | $ 739,668 | $ 846,585 |
Raw materials and merchandise components | 112,263 | 108,927 |
Total inventories | $ 851,931 | $ 955,512 |
OTHER CURRENT ASSETS, ACCRUED76
OTHER CURRENT ASSETS, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES AND DEFERRED TAXES AND OTHER LIABILITIES (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Other current assets | ||
Prepaid expenses | $ 47,545 | $ 47,057 |
Tax receivable | 20,368 | 15,794 |
Other | 10,339 | 10,751 |
Total other current assets | 78,252 | 73,602 |
Accrued expenses and other current liabilities | ||
Accrued salary, bonus, sabbatical, vacation and other benefits | 84,767 | 72,589 |
Customer deposits, prepayments and refunds payable | 59,633 | 28,384 |
Unredeemed gift cards | 39,609 | 40,865 |
Sales, value added, payroll, property and other taxes payable | 29,409 | 31,188 |
Accrued workers compensation and medical costs | 25,244 | 31,609 |
Accrued dividends | 11,128 | 9,842 |
Loyalty program reward certificates | 9,106 | 9,840 |
Accrued royalties | 5,032 | 3,720 |
Accrued interest | 3,281 | 15,457 |
Lease termination and other store closure costs | 427 | 4,834 |
Other | 17,901 | 19,571 |
Total accrued expenses and other current liabilities | 285,537 | 267,899 |
Deferred taxes and other liabilities | ||
Deferred and other income tax liabilities, net | 95,314 | 92,079 |
Deferred rent and landlord incentives | 60,136 | 61,215 |
Unfavorable lease liabilities | 2,910 | 4,693 |
Other | 5,831 | 5,433 |
Total deferred taxes, net and other liabilities | $ 164,191 | $ 163,420 |
ACCUMULATED OTHER COMPREHENSI77
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | $ (107,618) | ||
Balance at the end of the period | 2,192 | $ (107,618) | |
Accumulated Other Comprehensive (Loss) Income | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | (40,083) | (28,486) | $ (5,671) |
Other comprehensive income (loss) before reclassifications | 25,677 | (12,906) | (24,039) |
Amounts reclassified from accumulated other comprehensive loss | 3,624 | 1,309 | 1,224 |
Net current-period other comprehensive income (loss) | 29,301 | (11,597) | (22,815) |
Balance at the end of the period | (10,782) | (40,083) | (28,486) |
Foreign Currency Translation | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | (40,205) | (26,659) | (4,232) |
Other comprehensive income (loss) before reclassifications | 29,089 | (13,546) | (22,427) |
Net current-period other comprehensive income (loss) | 29,089 | (13,546) | (22,427) |
Balance at the end of the period | (11,116) | (40,205) | (26,659) |
Cash Flow Hedges | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | (82) | (2,007) | (1,665) |
Other comprehensive income (loss) before reclassifications | (3,397) | 616 | (1,566) |
Amounts reclassified from accumulated other comprehensive loss | 3,624 | 1,309 | 1,224 |
Net current-period other comprehensive income (loss) | 227 | 1,925 | (342) |
Balance at the end of the period | 145 | (82) | (2,007) |
Pension Plan | |||
Change in accumulated other comprehensive (loss) income components | |||
Balance at the beginning of the period | 204 | 180 | 226 |
Other comprehensive income (loss) before reclassifications | (15) | 24 | (46) |
Net current-period other comprehensive income (loss) | (15) | 24 | (46) |
Balance at the end of the period | $ 189 | $ 204 | $ 180 |
DIVIDENDS (Details)
DIVIDENDS (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | Aug. 01, 2015 | May 02, 2015 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
DIVIDENDS | |||||||||||||||
Cash dividends paid | $ 35,761 | $ 35,240 | $ 34,980 | ||||||||||||
Cash dividends per share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.72 | $ 0.72 | $ 0.72 |
EQUITY AND SHARE-BASED COMPEN79
EQUITY AND SHARE-BASED COMPENSATION PLANS - Preferred Stock (Details) - shares | Feb. 03, 2018 | Jan. 28, 2017 |
Preferred Stock | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
EQUITY AND SHARE-BASED COMPEN80
EQUITY AND SHARE-BASED COMPENSATION PLANS - Stock Plans (Details) | 12 Months Ended |
Feb. 03, 2018shares | |
Stock Options | |
Stock Plans | |
Exercise period from date of grant (in years) | 10 years |
Existing Plans | |
Stock Plans | |
Number of shares reserved for future issuance | 10,236,163 |
2016 LTIP | |
Stock Plans | |
Maximum number of common stock shares that may be granted | 9,300,000 |
Number of shares available for grant | 6,700,667 |
EQUITY AND SHARE-BASED COMPEN81
EQUITY AND SHARE-BASED COMPENSATION PLANS - Vesting and Awards Other than Options (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Additional information | |||
Fair value of shares vested | $ 11.6 | $ 11.1 | $ 10.2 |
Non-Vested Deferred Stock Units and Restricted Stock units | |||
Share-based compensation | |||
Certain grants vesting period, maximum | 10 years | ||
Non-Vested Deferred Stock Units and Restricted Stock units | Minimum | |||
Share-based compensation | |||
Vesting period (in years) | 1 year | ||
Non-Vested Deferred Stock Units and Restricted Stock units | Maximum | |||
Share-based compensation | |||
Vesting period (in years) | 3 years | ||
Deferred stock units | |||
Awards | |||
Granted (in shares) | 1,015,236 | 1,315,140 | 397,811 |
Weighted-Average Grant-Date Fair Value | |||
Granted (in dollars per share) | $ 11.47 | $ 18.61 | $ 53.03 |
Additional information | |||
Shares relinquished for tax withholding | 126,064 | ||
Intrinsic value of nonvested shares | $ 47.2 | ||
Unrecognized compensation cost | |||
Unrecognized compensation cost, non-vested awards | $ 17.5 | ||
Compensation recognition period, non-vested awards | 1 year 6 months | ||
Time-Based DSUs | |||
Awards | |||
Non-Vested at the beginning of the period (in shares) | 1,061,965 | ||
Granted (in shares) | 472,708 | ||
Vested (in shares) | (456,758) | ||
Forfeited (in shares) | (63,226) | ||
Non-Vested at the end of the period (in shares) | 1,014,689 | 1,061,965 | |
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $ 24.31 | ||
Granted (in dollars per share) | 11.48 | ||
Vested (in dollars per share) | 25.38 | ||
Forfeited (in dollars per share) | 19.70 | ||
Non-Vested at the end of the period (in dollars per share) | $ 18.13 | $ 24.31 | |
Performance-Based DSUs | |||
Awards | |||
Non-Vested at the beginning of the period (in shares) | 523,948 | ||
Granted (in shares) | 542,528 | ||
Forfeited (in shares) | (72,845) | ||
Non-Vested at the end of the period (in shares) | 993,631 | 523,948 | |
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $ 28.28 | ||
Granted (in dollars per share) | 11.45 | ||
Forfeited (in dollars per share) | 22.01 | ||
Non-Vested at the end of the period (in dollars per share) | $ 19.55 | $ 28.28 | |
Restricted Stock | |||
Awards | |||
Non-Vested at the beginning of the period (in shares) | 36,878 | ||
Granted (in shares) | 18,646 | 33,157 | |
Vested (in shares) | (36,878) | ||
Non-Vested at the end of the period (in shares) | 36,878 | ||
Weighted-Average Grant-Date Fair Value | |||
Non-Vested at the beginning of the period (in dollars per share) | $ 15.56 | ||
Granted (in dollars per share) | $ 17.37 | $ 27.93 | |
Vested (in dollars per share) | $ 15.56 | ||
Non-Vested at the end of the period (in dollars per share) | $ 15.56 | ||
Additional information | |||
Fair value of shares vested | $ 0.6 | $ 0.7 | $ 2 |
Stock Options | |||
Unrecognized compensation cost | |||
Compensation recognition period, non-vested awards | 1 year 3 months 18 days | ||
Stock Options | Minimum | |||
Share-based compensation | |||
Vesting period (in years) | 1 year | ||
Stock Options | Maximum | |||
Share-based compensation | |||
Vesting period (in years) | 10 years | ||
Three year anniversary | Performance units | |||
Share-based compensation | |||
Vesting period (in years) | 3 years | ||
Vesting percentage | 100.00% |
EQUITY AND SHARE BASED COMPENSA
EQUITY AND SHARE BASED COMPENSATION PLANS- Stock Options (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 1,194,690 | ||
Granted (in shares) | 630,083 | ||
Exercised (in shares) | (5,790) | ||
Forfeited (in shares) | (87,833) | ||
Expired (in shares) | (203,974) | ||
Outstanding at the end of the period (in shares) | 1,527,176 | 1,194,690 | |
Vested and expected to vest at end of the period (in shares) | 1,500,002 | ||
Exercisable at the end of the period (in shares) | 576,616 | ||
Weighted-Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 29.70 | ||
Granted (in dollars per share) | 11.54 | ||
Exercised (in dollars per share) | 17.43 | ||
Forfeited (in dollars per share) | 15.78 | ||
Expired (in dollars per share) | 37.88 | ||
Outstanding at the end of the period (in dollars per share) | 21.97 | $ 29.70 | |
Vested and expected to vest at end of the period (in dollars per share) | 22.14 | ||
Exercisable at the end of the period (in dollars per share) | $ 32.28 | ||
Additional disclosures | |||
Outstanding at the end of the period, Remaining Contractual Term (in years) | 7 years 4 months 24 days | ||
Outstanding at the end of the period, Intrinsic Value | $ 9,369 | ||
Vested and excepted to vest, Weighted-Average Remaining Contractual Term (in years) | 7 years 4 months 24 days | ||
Vested and expected to vest at end of the period, Aggregate Intrinsic Value | $ 9,079 | ||
Exercisable at the end of the period, Remaining Contractual Term (in years) | 5 years 1 month 6 days | ||
Exercisable at the end of the period, Intrinsic Value | $ 939 | ||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ 3.86 | $ 5.18 | $ 18.63 |
Assumptions used to value stock options | |||
Risk-free interest rate (as a percent) | 1.75% | 1.22% | 1.51% |
Expected lives (in years) | 5 years | 5 years | 5 years |
Dividend yield (as a percent) | 4.69% | 4.13% | 1.38% |
Expected volatility (as a percent) | 55.12% | 47.95% | 39.74% |
Intrinsic value of option exercised | $ 100 | $ 100 | $ 500 |
Unrecognized compensation cost | |||
Unrecognized compensation cost, non-vested awards | $ 2,900 | ||
Compensation recognition period, non-vested awards | 1 year 3 months 18 days |
EQUITY AND SHARE-BASED COMPEN83
EQUITY AND SHARE-BASED COMPENSATION PLANS - Cash Settled Awards (Details) - Cash Settled Awards $ in Thousands | 12 Months Ended |
Feb. 03, 2018USD ($) | |
Share-based compensation | |
Vesting period (in years) | 3 years |
Liability associated with the cash settled awards | $ 4,600 |
Cash Settled | |
Granted | 8,502 |
Forfeited | 149 |
Non-vested, at the end | 8,353 |
Unrecognized compensation cost | |
Unrecognized compensation cost, non-vested awards | $ 5,700 |
Compensation recognition period, non-vested awards | 1 year 6 months |
Accrued expenses and other current liabilities | |
Share-based compensation | |
Liability associated with the cash settled awards | $ 2,800 |
Other Liabilities | |
Share-based compensation | |
Liability associated with the cash settled awards | $ 1,800 |
RETIREMENT AND STOCK PURCHASE84
RETIREMENT AND STOCK PURCHASE PLANS - 401K (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
RETIREMENT AND STOCK PURCHASE PLANS | |||
Charge to operations for the 401(k) matching contributions | $ 2.7 | $ 1.4 | $ 1.2 |
RETIREMENT AND STOCK PURCHASE85
RETIREMENT AND STOCK PURCHASE PLANS - ESDP (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Stock Plans | |||
Share-based compensation expense | $ 25.2 | $ 17.4 | $ 14.8 |
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 | 167,673 | 167,237 | 87,537 |
Weighted-average share price of shares purchased (in dollars per share) | $ 10.74 | $ 11.66 | $ 26.23 |
Share-based compensation expense | $ 0.6 | $ 0.5 | $ 0.7 |
Number of shares reserved for future issuance | 230,956 |
FAIR VALUE MEASUREMENTS - Recur
FAIR VALUE MEASUREMENTS - Recurring and Non-Recurring (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Feb. 03, 2018 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Liabilities: | ||||
Goodwill impairment charge | $ 1,500 | |||
Asset impairment charges | 3,547 | $ 19,358 | $ 27,480 | |
Proceeds from sales of property and equipment | 5,480 | 617 | 2,617 | |
Level 2 | Store locations to be closed and underperforming stores | ||||
Liabilities: | ||||
Asset impairment charges | 2,900 | |||
Proceeds from sales of property and equipment | 2,100 | |||
Level 3 | Store locations to be closed and underperforming stores | ||||
Liabilities: | ||||
Asset impairment charges | 3,500 | 16,500 | 27,500 | |
Estimated fair value of impaired long-lived assets | $ 700 | 700 | 900 | $ 1,600 |
Recurring | ||||
Assets: | ||||
Derivative financial instruments | 4,019 | 4,019 | 460 | |
Liabilities: | ||||
Derivative financial instruments | 2,307 | 2,307 | 2,413 | |
Recurring | Level 2 | ||||
Assets: | ||||
Derivative financial instruments | 4,019 | 4,019 | 460 | |
Liabilities: | ||||
Derivative financial instruments | 2,307 | 2,307 | $ 2,413 | |
MW Cleaners business | Disposed of by sale | ||||
Liabilities: | ||||
Goodwill impairment charge | $ 1,500 | |||
MW Cleaners business | Disposed of by sale | Level 2 | ||||
Liabilities: | ||||
Goodwill impairment charge | $ 1,500 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Instruments (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Fair Value of Financial Instruments | ||
Long-term debt, including current portion, Carrying Amount | $ 1,396,808 | $ 1,595,529 |
Deferred financing costs | 14,900 | 22,100 |
Level 1 and Level 2 | ||
Fair Value of Financial Instruments | ||
Long-term debt, Estimated Fair Value | $ 1,407,449 | $ 1,556,200 |
DERIVATIVE FINANCIAL INSTRUME88
DERIVATIVE FINANCIAL INSTRUMENTS - Designated Interest Rate Swap (Details) - Designated as hedging instruments - USD ($) $ in Millions | 12 Months Ended | |||
Feb. 03, 2018 | Jan. 28, 2017 | Apr. 30, 2017 | Jan. 31, 2015 | |
Interest rate swap | ||||
Derivative Financial Instruments | ||||
Fair value of the interest rate swap | $ 3.7 | |||
Hedge ineffectiveness | 0 | $ 0 | ||
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | (0.1) | |||
Interest rate swap matures in August 2018 | ||||
Derivative Financial Instruments | ||||
Notional amount | $ 70 | $ 520 | ||
Fixed rate payable (as a percent) | 5.03% | |||
Applicable margin included in fixed rate (as a percent) | 3.50% | |||
Interest rate swap matures in August 2018 | LIBOR | ||||
Derivative Financial Instruments | ||||
Period for interest rate basis for variable rate receivable | 3 months | |||
Interest rate swap matures in June 2021 | ||||
Derivative Financial Instruments | ||||
Notional amount | $ 340 | $ 260 | ||
Fixed rate payable (as a percent) | 5.56% | |||
Applicable margin included in fixed rate (as a percent) | 3.50% | |||
Interest rate swap matures in June 2021 | LIBOR | ||||
Derivative Financial Instruments | ||||
Period for interest rate basis for variable rate receivable | 1 month | |||
Other assets | Interest rate swap | ||||
Derivative Financial Instruments | ||||
Derivative asset | $ 3.8 | |||
Current assets | Interest rate swap | ||||
Derivative Financial Instruments | ||||
Derivative asset | 0.1 | |||
Accrued expenses and other current liabilities | Interest rate swap | ||||
Derivative Financial Instruments | ||||
Derivative liability | $ 0.2 | $ 1.1 |
DERIVATIVE FINANCIAL INSTRUME89
DERIVATIVE FINANCIAL INSTRUMENTS - Designated Foreign Exchange (Details) - Designated as hedging instruments - Foreign exchange contract - USD ($) $ in Millions | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
Derivative Financial Instruments | ||
Net derivative liability | $ 1.7 | $ 0.8 |
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | 2.4 | |
Other current assets | ||
Derivative Financial Instruments | ||
Derivative asset | 0.2 | 0.4 |
Accrued expenses and other current liabilities | ||
Derivative Financial Instruments | ||
Derivative liability | $ 1.9 | $ 1.2 |
DERIVATIVE FINANCIAL INSTRUME90
DERIVATIVE FINANCIAL INSTRUMENTS - Not Designated (Details) - instrument | Feb. 03, 2018 | Jan. 28, 2017 |
Derivative Financial Instruments | ||
Number of derivative financial instruments with credit-risk-related contingent features | 0 | 0 |
SEGMENT REPORTING - Number of S
SEGMENT REPORTING - Number of Segments (Details) | 12 Months Ended |
Feb. 03, 2018segmentitem | |
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 | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Net sales: | |||||||||||
Total net sales | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 3,304,346 | $ 3,378,703 | $ 3,496,271 |
MW Cleaners | |||||||||||
Net sales: | |||||||||||
Total net sales | 34,844 | 33,140 | 33,410 | ||||||||
Retail Segment | |||||||||||
Net sales: | |||||||||||
Total net sales | 3,053,021 | 3,098,401 | 3,252,474 | ||||||||
Retail Segment | MW | |||||||||||
Net sales: | |||||||||||
Total net sales | 1,742,668 | 1,770,968 | 1,791,249 | ||||||||
Retail Segment | Jos. A. Bank | |||||||||||
Net sales: | |||||||||||
Total net sales | 735,149 | 749,869 | 866,882 | ||||||||
Retail Segment | K&G | |||||||||||
Net sales: | |||||||||||
Total net sales | 323,994 | 329,954 | 338,359 | ||||||||
Retail Segment | Moores | |||||||||||
Net sales: | |||||||||||
Total net sales | 216,366 | 214,470 | 222,574 | ||||||||
Corporate Apparel Segment | |||||||||||
Net sales: | |||||||||||
Total net sales | $ 251,325 | $ 280,302 | $ 243,797 |
SEGMENT REPORTING - Sales by Pr
SEGMENT REPORTING - Sales by Product or Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Supplemental products and services sales information | |||||||||||
Total net sales | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 3,304,346 | $ 3,378,703 | $ 3,496,271 |
Retail Segment | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 2,439,817 | 2,445,922 | 2,599,934 | ||||||||
Rental services | 428,355 | 457,444 | 443,290 | ||||||||
Total alteration and other services | 184,849 | 195,035 | 209,250 | ||||||||
Total net sales | 3,053,021 | 3,098,401 | 3,252,474 | ||||||||
Retail Segment | Men's tailored clothing product | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 1,351,881 | 1,343,875 | 1,436,742 | ||||||||
Retail Segment | Men's non-tailored clothing product | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 1,008,663 | 1,018,907 | 1,077,176 | ||||||||
Retail Segment | Women's clothing product | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 70,630 | 73,509 | 74,985 | ||||||||
Retail Segment | Other | |||||||||||
Supplemental products and services sales information | |||||||||||
Total retail clothing product | 8,643 | 9,631 | 11,031 | ||||||||
Retail Segment | Alteration services | |||||||||||
Supplemental products and services sales information | |||||||||||
Total alteration and other services | 150,005 | 161,895 | 175,840 | ||||||||
Retail Segment | Retail dry cleaning services | |||||||||||
Supplemental products and services sales information | |||||||||||
Total alteration and other services | 34,844 | 33,140 | 33,410 | ||||||||
Corporate Apparel Segment | |||||||||||
Supplemental products and services sales information | |||||||||||
Total net sales | $ 251,325 | $ 280,302 | $ 243,797 |
SEGMENT REPORTING - Operating I
SEGMENT REPORTING - Operating Income Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | |||
Operating income (loss) | $ 229,416 | $ 132,826 | $ (1,077,296) |
Interest income | 564 | 167 | 187 |
Interest expense | (100,471) | (103,149) | (105,977) |
Gain (loss) on extinguishment of debt, net | 5,445 | 1,737 | (12,675) |
Earnings (loss) before income taxes | 134,954 | 31,581 | (1,195,761) |
Shared services | |||
Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | |||
Operating income (loss) | (193,168) | (200,772) | (165,270) |
Interest income | 564 | 167 | 187 |
Interest expense | (100,471) | (103,149) | (105,977) |
Retail Segment | Reportable segments | |||
Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | |||
Operating income (loss) | 411,258 | 308,283 | (919,793) |
Corporate Apparel Segment | Reportable segments | |||
Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | |||
Operating income (loss) | $ 11,326 | $ 25,315 | $ 7,767 |
SEGMENT REPORTING - Additional
SEGMENT REPORTING - Additional Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Segment reporting | |||
Capital expenditures | $ 94,958 | $ 99,694 | $ 115,498 |
Depreciation and amortization | 106,493 | 115,205 | 132,329 |
Reportable segments | Retail Segment | |||
Segment reporting | |||
Capital expenditures | 56,133 | 39,059 | 65,683 |
Depreciation and amortization | 79,579 | 75,284 | 100,830 |
Reportable segments | Corporate Apparel Segment | |||
Segment reporting | |||
Capital expenditures | 3,663 | 3,440 | 4,079 |
Depreciation and amortization | 6,197 | 5,940 | 5,969 |
Shared services | |||
Segment reporting | |||
Capital expenditures | 35,162 | 57,195 | 45,736 |
Depreciation and amortization | $ 20,717 | $ 33,981 | $ 25,530 |
SEGMENT REPORTING - Assets by S
SEGMENT REPORTING - Assets by Segment (Details) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Segment reporting | ||
Segment assets | $ 1,999,955 | $ 2,097,872 |
Reportable segments | Retail Segment | ||
Segment reporting | ||
Segment assets | 1,434,992 | 1,594,221 |
Reportable segments | Corporate Apparel Segment | ||
Segment reporting | ||
Segment assets | 222,872 | 199,727 |
Shared services | ||
Segment reporting | ||
Segment assets | $ 342,091 | $ 303,924 |
SEGMENT REPORTING - Geographic
SEGMENT REPORTING - Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Information related to geographic areas | |||||||||||
Net sales | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 3,304,346 | $ 3,378,703 | $ 3,496,271 |
Long-lived assets, net (including rental product) | 584,404 | 636,775 | 584,404 | 636,775 | |||||||
US | |||||||||||
Information related to geographic areas | |||||||||||
Net sales | 2,893,689 | 2,973,177 | 3,068,501 | ||||||||
Long-lived assets, net (including rental product) | 531,915 | 582,995 | 531,915 | 582,995 | |||||||
International | |||||||||||
Information related to geographic areas | |||||||||||
Net sales | 410,657 | 405,526 | $ 427,770 | ||||||||
Long-lived assets, net (including rental product) | $ 52,489 | $ 53,780 | $ 52,489 | $ 53,780 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Lease Commitments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
COMMITMENTS AND CONTINGENCIES | |||
Rent expense for operating leases | $ 254,500 | $ 261,500 | $ 268,900 |
Contingent rentals | 2,100 | 2,000 | 2,600 |
Sublease rentals | 1,200 | $ 1,300 | $ 1,200 |
Minimum future rental payments under noncancelable operating leases | |||
2,018 | 249,614 | ||
2,019 | 219,003 | ||
2,020 | 187,632 | ||
2,021 | 154,676 | ||
2,022 | 114,418 | ||
Thereafter | 185,643 | ||
Total | 1,110,986 | ||
Minimum sublease rent income | $ 1,600 |
CONDENSED CONSOLIDATING FINAN99
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | Jun. 18, 2014 | |
CURRENT ASSETS: | |||||
Cash and cash equivalents | $ 103,607 | $ 70,889 | $ 29,980 | $ 62,261 | |
Accounts receivable, net | 79,783 | 65,714 | |||
Inventories | 851,931 | 955,512 | |||
Other current assets | 78,252 | 73,602 | |||
Total current assets | 1,113,573 | 1,165,717 | |||
Property and equipment, net | 460,674 | 484,165 | |||
Rental product, net | 123,730 | 152,610 | |||
Goodwill | 120,292 | 117,026 | 118,586 | ||
Intangible assets, net | 168,987 | 171,659 | |||
Other assets | 12,699 | 6,695 | |||
Total assets | 1,999,955 | 2,097,872 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 145,106 | 177,380 | |||
Accrued expenses and other current liabilities | 291,658 | 269,161 | |||
Current portion of long-term debt | 7,000 | 13,379 | |||
Total current liabilities | 443,764 | 459,920 | |||
Long-term debt, net | 1,389,808 | 1,582,150 | |||
Deferred taxes, net and other liabilities | 164,191 | 163,420 | |||
Shareholders' (deficit) equity | 2,192 | (107,618) | |||
Total liabilities and shareholders' (deficit) equity | 1,999,955 | 2,097,872 | |||
Eliminations | |||||
CURRENT ASSETS: | |||||
Accounts receivable, net | (370,830) | (490,680) | |||
Other current assets | (110,280) | ||||
Total current assets | (370,830) | (600,960) | |||
Investments in subsidiaries | (1,553,105) | (1,315,834) | |||
Other assets | (81,135) | (7,200) | |||
Total assets | (2,005,070) | (1,923,994) | |||
CURRENT LIABILITIES: | |||||
Accounts payable | (370,830) | (490,680) | |||
Accrued expenses and other current liabilities | (110,280) | ||||
Total current liabilities | (370,830) | (600,960) | |||
Deferred taxes, net and other liabilities | (81,135) | (7,200) | |||
Shareholders' (deficit) equity | (1,553,105) | (1,315,834) | |||
Total liabilities and shareholders' (deficit) equity | (2,005,070) | (1,923,994) | |||
Senior Notes | |||||
Condensed Consolidating Balance Sheet | |||||
Aggregate principal amount of debt issued | $ 600,000 | $ 600,000 | |||
Interest rate (as a percent) | 7.00% | ||||
Tailored Brands, Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Accounts receivable, net | 7,376 | ||||
Other current assets | $ 3,666 | 12,773 | |||
Total current assets | 3,666 | 20,149 | |||
Investments in subsidiaries | 128,458 | (109,788) | |||
Total assets | 132,124 | (89,639) | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 110,326 | 15,352 | |||
Accrued expenses and other current liabilities | 14,061 | 2,627 | |||
Total current liabilities | 124,387 | 17,979 | |||
Deferred taxes, net and other liabilities | 5,545 | ||||
Shareholders' (deficit) equity | 2,192 | (107,618) | |||
Total liabilities and shareholders' (deficit) equity | 132,124 | (89,639) | |||
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 51,818 | 1,002 | 724 | 18,262 | |
Accounts receivable, net | 23,712 | 15,499 | |||
Inventories | 207,504 | 230,264 | |||
Other current assets | 26,951 | 134,225 | |||
Total current assets | 309,985 | 380,990 | |||
Property and equipment, net | 203,204 | 232,090 | |||
Rental product, net | 103,664 | 131,287 | |||
Goodwill | 6,160 | 6,160 | |||
Intangible assets, net | 78 | ||||
Investments in subsidiaries | 1,424,647 | 1,425,622 | |||
Other assets | 11,183 | 5,615 | |||
Total assets | 2,058,843 | 2,181,842 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 281,838 | 509,572 | |||
Accrued expenses and other current liabilities | 87,597 | 111,617 | |||
Current portion of long-term debt | 7,000 | 13,379 | |||
Total current liabilities | 376,435 | 634,568 | |||
Long-term debt, net | 1,389,808 | 1,582,150 | |||
Deferred taxes, net and other liabilities | 164,142 | 74,912 | |||
Shareholders' (deficit) equity | 128,458 | (109,788) | |||
Total liabilities and shareholders' (deficit) equity | 2,058,843 | 2,181,842 | |||
Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 2,180 | 1,881 | 2,243 | 4,857 | |
Accounts receivable, net | 368,328 | 476,742 | |||
Inventories | 445,126 | 438,167 | |||
Other current assets | 38,217 | 28,436 | |||
Total current assets | 853,851 | 945,226 | |||
Property and equipment, net | 220,979 | 216,248 | |||
Rental product, net | 3,658 | 3,369 | |||
Goodwill | 67,010 | 68,510 | |||
Intangible assets, net | 155,438 | 157,270 | |||
Other assets | 805 | 959 | |||
Total assets | 1,301,741 | 1,391,582 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 57,756 | 82,337 | |||
Accrued expenses and other current liabilities | 155,813 | 129,420 | |||
Total current liabilities | 213,569 | 211,757 | |||
Deferred taxes, net and other liabilities | 46,641 | 85,477 | |||
Shareholders' (deficit) equity | 1,041,531 | 1,094,348 | |||
Total liabilities and shareholders' (deficit) equity | 1,301,741 | 1,391,582 | |||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||
CURRENT ASSETS: | |||||
Cash and cash equivalents | 49,609 | 68,006 | $ 27,013 | $ 39,142 | |
Accounts receivable, net | 58,573 | 56,777 | |||
Inventories | 199,301 | 287,081 | |||
Other current assets | 9,418 | 8,448 | |||
Total current assets | 316,901 | 420,312 | |||
Property and equipment, net | 36,491 | 35,827 | |||
Rental product, net | 16,408 | 17,954 | |||
Goodwill | 47,122 | 42,356 | |||
Intangible assets, net | 13,549 | 14,311 | |||
Other assets | 81,846 | 7,321 | |||
Total assets | 512,317 | 538,081 | |||
CURRENT LIABILITIES: | |||||
Accounts payable | 66,016 | 60,799 | |||
Accrued expenses and other current liabilities | 34,187 | 135,777 | |||
Total current liabilities | 100,203 | 196,576 | |||
Deferred taxes, net and other liabilities | 28,998 | 10,231 | |||
Shareholders' (deficit) equity | 383,116 | 331,274 | |||
Total liabilities and shareholders' (deficit) equity | $ 512,317 | $ 538,081 | |||
Guarantor Subsidiaries | |||||
Condensed Consolidating Balance Sheet | |||||
Ownership of Guarantor subsidiaries (as a percent) | 100.00% |
CONDENSED CONSOLIDATING FINA100
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 3,304,346 | $ 3,378,703 | $ 3,496,271 |
Cost of sales | 1,895,580 | 1,937,235 | 2,011,848 | ||||||||
Total gross margin | 320,873 | 358,757 | 396,696 | 332,440 | 302,117 | 377,206 | 410,304 | 351,841 | 1,408,766 | 1,441,468 | 1,484,423 |
Operating expenses | 17,200 | 28,200 | 12,300 | 39,400 | 16,500 | 1,179,350 | 1,308,642 | 2,561,719 | |||
Operating income (loss) | 229,416 | 132,826 | (1,077,296) | ||||||||
Interest expense, net | (99,907) | (102,982) | (105,790) | ||||||||
Gain (loss) on extinguishment of debt, net | 5,445 | 1,737 | (12,675) | ||||||||
Earnings (loss) before income taxes | 134,954 | 31,581 | (1,195,761) | ||||||||
(Benefit) provision for income taxes | 38,251 | 6,625 | (169,042) | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 96,703 | 24,956 | (1,026,719) | ||||||||
Net earnings (loss) | $ (499) | $ 36,892 | $ 58,471 | $ 1,839 | $ (30,089) | $ 28,433 | $ 24,975 | $ 1,637 | 96,703 | 24,956 | (1,026,719) |
Comprehensive income (loss) | 126,004 | 13,359 | (1,049,534) | ||||||||
Eliminations | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | (824,341) | (523,121) | (571,670) | ||||||||
Cost of sales | (824,341) | (523,121) | (571,670) | ||||||||
Operating expenses | (146,663) | (95,433) | (18,409) | ||||||||
Operating income (loss) | 146,663 | 95,433 | 18,409 | ||||||||
Other income and expenses, net | (146,663) | (95,433) | (18,409) | ||||||||
Equity in (loss) earnings of subsidiaries | (156,963) | 49,552 | 1,636,675 | ||||||||
Net earnings (loss) | (156,963) | 49,552 | 1,636,675 | ||||||||
Comprehensive income (loss) | (186,264) | 61,149 | 1,659,490 | ||||||||
Tailored Brands, Inc. | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Operating expenses | 3,453 | 3,374 | 2,801 | ||||||||
Operating income (loss) | (3,453) | (3,374) | (2,801) | ||||||||
Interest expense, net | (442) | (23) | |||||||||
Earnings (loss) before income taxes | (3,895) | (3,397) | (2,801) | ||||||||
(Benefit) provision for income taxes | (3,444) | (1,249) | (403) | ||||||||
(Loss) earnings before equity in net income of subsidiaries | (451) | (2,148) | (2,398) | ||||||||
Equity in (loss) earnings of subsidiaries | 97,154 | 27,104 | (1,024,321) | ||||||||
Net earnings (loss) | 96,703 | 24,956 | (1,026,719) | ||||||||
Comprehensive income (loss) | 126,004 | 13,359 | (1,049,534) | ||||||||
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | 1,737,651 | 1,765,793 | 1,787,295 | ||||||||
Cost of sales | 897,429 | 897,564 | 943,897 | ||||||||
Total gross margin | 840,222 | 868,229 | 843,398 | ||||||||
Operating expenses | 648,569 | 636,507 | 1,218,061 | ||||||||
Operating income (loss) | 191,653 | 231,722 | (374,663) | ||||||||
Other income and expenses, net | 16,450 | ||||||||||
Interest expense, net | (105,009) | (104,636) | (106,613) | ||||||||
Gain (loss) on extinguishment of debt, net | 5,445 | 1,737 | (12,675) | ||||||||
Earnings (loss) before income taxes | 92,089 | 128,823 | (477,501) | ||||||||
(Benefit) provision for income taxes | 54,744 | 25,063 | (65,534) | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 37,345 | 103,760 | (411,967) | ||||||||
Equity in (loss) earnings of subsidiaries | 59,809 | (76,656) | (612,354) | ||||||||
Net earnings (loss) | 97,154 | 27,104 | (1,024,321) | ||||||||
Comprehensive income (loss) | 100,186 | 28,427 | (1,024,663) | ||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | 1,653,188 | 1,730,505 | 1,852,876 | ||||||||
Cost of sales | 1,255,046 | 1,308,576 | 1,374,272 | ||||||||
Total gross margin | 398,142 | 421,929 | 478,604 | ||||||||
Operating expenses | 557,404 | 649,177 | 1,238,599 | ||||||||
Operating income (loss) | (159,262) | (227,248) | (759,995) | ||||||||
Other income and expenses, net | 145,002 | 89,433 | 1,959 | ||||||||
Interest expense, net | 6,606 | 2,404 | 1,776 | ||||||||
Earnings (loss) before income taxes | (7,654) | (135,411) | (756,260) | ||||||||
(Benefit) provision for income taxes | (41,719) | (27,492) | (112,010) | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 34,065 | (107,919) | (644,250) | ||||||||
Net earnings (loss) | 34,065 | (107,919) | (644,250) | ||||||||
Comprehensive income (loss) | 34,050 | (107,895) | (644,296) | ||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Consolidating Statement of Earnings (Loss) | |||||||||||
Net sales | 737,848 | 405,526 | 427,770 | ||||||||
Cost of sales | 567,446 | 254,216 | 265,349 | ||||||||
Total gross margin | 170,402 | 151,310 | 162,421 | ||||||||
Operating expenses | 116,587 | 115,017 | 120,667 | ||||||||
Operating income (loss) | 53,815 | 36,293 | 41,754 | ||||||||
Other income and expenses, net | 1,661 | 6,000 | |||||||||
Interest expense, net | (1,062) | (727) | (953) | ||||||||
Earnings (loss) before income taxes | 54,414 | 41,566 | 40,801 | ||||||||
(Benefit) provision for income taxes | 28,670 | 10,303 | 8,905 | ||||||||
(Loss) earnings before equity in net income of subsidiaries | 25,744 | 31,263 | 31,896 | ||||||||
Net earnings (loss) | 25,744 | 31,263 | 31,896 | ||||||||
Comprehensive income (loss) | $ 52,028 | $ 18,319 | $ 9,469 |
CONDENSED CONSOLIDATING FINA101
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | $ 350,768 | $ 242,628 | $ 131,697 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (94,958) | (99,694) | (115,498) |
Acquisition of business, net of cash | (457) | ||
Proceeds from sale of property and equipment | 5,480 | 617 | 2,617 |
Net cash used in investing activities | (89,935) | (99,077) | (112,881) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on term loan | (53,379) | (42,451) | (8,000) |
Proceeds from asset-based revolving credit facility | 276,300 | 609,537 | 180,500 |
Payments on asset-based revolving credit facility | (276,300) | (609,537) | (180,500) |
Repurchase and retirement of senior notes | (145,371) | (21,924) | |
Deferred financing costs | (2,580) | (3,566) | |
Cash dividends paid | (35,761) | (35,240) | (34,980) |
Proceeds from issuance of common stock | 1,903 | 2,189 | 2,974 |
Tax payments related to vested deferred stock units | (1,687) | (1,362) | (4,538) |
Excess tax benefits from share-based plans | 11 | 1,584 | |
Repurchases of common stock | (277) | ||
Net cash (used in) provided by financing activities | (236,875) | (98,777) | (46,803) |
Effect of exchange rate changes | 8,760 | (3,865) | (4,294) |
Increase (decrease) in cash and cash equivalents | 32,718 | 40,909 | (32,281) |
Balance at beginning of period | 70,889 | 29,980 | 62,261 |
Balance at end of period | 103,607 | 70,889 | 29,980 |
Eliminations | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | (35,761) | (35,240) | (34,980) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Intercompany activities | 360,635 | 110,280 | (33,432) |
Net cash used in investing activities | 360,635 | 110,280 | (33,432) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Intercompany activities | (324,874) | (75,040) | 68,412 |
Net cash (used in) provided by financing activities | (324,874) | (75,040) | 68,412 |
Tailored Brands, Inc. | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 35,545 | 34,402 | 35,404 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash dividends paid | (35,761) | (35,240) | (34,980) |
Proceeds from issuance of common stock | 1,903 | 2,189 | 2,974 |
Tax payments related to vested deferred stock units | (1,687) | (1,362) | (4,538) |
Excess tax benefits from share-based plans | 11 | 1,417 | |
Repurchases of common stock | (277) | ||
Net cash (used in) provided by financing activities | (35,545) | (34,402) | (35,404) |
The Men's Wearhouse, Inc. | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 520,678 | 257,133 | 47,515 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (25,729) | (46,960) | (54,525) |
Intercompany activities | (285,500) | (110,280) | 33,432 |
Proceeds from sale of property and equipment | 3,323 | 2,586 | |
Net cash used in investing activities | (307,906) | (157,240) | (18,507) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Payments on term loan | (53,379) | (42,451) | (8,000) |
Proceeds from asset-based revolving credit facility | 276,300 | 606,500 | 180,500 |
Payments on asset-based revolving credit facility | (276,300) | (606,500) | (180,500) |
Repurchase and retirement of senior notes | (145,371) | (21,924) | |
Deferred financing costs | (2,580) | (3,566) | |
Intercompany activities | 39,374 | (35,240) | (34,980) |
Net cash (used in) provided by financing activities | (161,956) | (99,615) | (46,546) |
Increase (decrease) in cash and cash equivalents | 50,816 | 278 | (17,538) |
Balance at beginning of period | 1,002 | 724 | 18,262 |
Balance at end of period | 51,818 | 1,002 | 724 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | 61,823 | 47,038 | 47,880 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (63,681) | (47,998) | (50,692) |
Proceeds from sale of property and equipment | 2,157 | 598 | 31 |
Net cash used in investing activities | (61,524) | (47,400) | (50,661) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Excess tax benefits from share-based plans | 167 | ||
Net cash (used in) provided by financing activities | 167 | ||
Increase (decrease) in cash and cash equivalents | 299 | (362) | (2,614) |
Balance at beginning of period | 1,881 | 2,243 | 4,857 |
Balance at end of period | 2,180 | 1,881 | 2,243 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Consolidating Statement of Cash Flows | |||
Net cash provided by (used in) operating activities | (231,517) | (60,705) | 35,878 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (5,548) | (4,736) | (10,281) |
Acquisition of business, net of cash | (457) | ||
Intercompany activities | (75,135) | ||
Proceeds from sale of property and equipment | 19 | ||
Net cash used in investing activities | (81,140) | (4,717) | (10,281) |
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 | 285,500 | 110,280 | (33,432) |
Net cash (used in) provided by financing activities | 285,500 | 110,280 | (33,432) |
Effect of exchange rate changes | 8,760 | (3,865) | (4,294) |
Increase (decrease) in cash and cash equivalents | (18,397) | 40,993 | (12,129) |
Balance at beginning of period | 68,006 | 27,013 | 39,142 |
Balance at end of period | $ 49,609 | $ 68,006 | $ 27,013 |
QUARTERLY RESULTS OF OPERATI102
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Quarterly Results of Operations | |||||||||||
Net sales | $ 859,864 | $ 810,818 | $ 850,758 | $ 782,906 | $ 793,263 | $ 846,934 | $ 909,684 | $ 828,822 | $ 3,304,346 | $ 3,378,703 | $ 3,496,271 |
Gross margin | 320,873 | 358,757 | 396,696 | 332,440 | 302,117 | 377,206 | 410,304 | 351,841 | 1,408,766 | 1,441,468 | 1,484,423 |
Net earnings (loss) | $ (499) | $ 36,892 | $ 58,471 | $ 1,839 | $ (30,089) | $ 28,433 | $ 24,975 | $ 1,637 | $ 96,703 | $ 24,956 | $ (1,026,719) |
Net earnings (loss) per common share attributable to common shareholders: | |||||||||||
Basic (in dollars per share) | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ (0.62) | $ 0.58 | $ 0.51 | $ 0.03 | $ 1.97 | $ 0.51 | $ (21.26) |
Diluted (in dollars per share) | $ (0.01) | $ 0.75 | $ 1.19 | $ 0.04 | $ (0.62) | $ 0.58 | $ 0.51 | $ 0.03 | $ 1.95 | $ 0.51 | $ (21.26) |
Quarterly financial information | |||||||||||
Pre-tax expenses | $ 17,200 | $ 28,200 | $ 12,300 | $ 39,400 | $ 16,500 | $ 1,179,350 | $ 1,308,642 | $ 2,561,719 | |||
Restructuring Charges | 9,000 | $ 10,900 | $ 35,000 | $ 13,200 | |||||||
Impact of change to Permanently reinvested foreign earnings | $ 18,300 | ||||||||||
Other impacts of Tax Reform Act | $ 17,300 | ||||||||||
Asset Impairment Charges | $ 15,100 |