Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 03, 2019 | Aug. 31, 2019 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Aug. 3, 2019 | |
Entity File Number | 1-16097 | |
Entity Registrant Name | TAILORED BRANDS, INC. | |
Entity Incorporation, State or Country Code | TX | |
Entity Tax Identification Number | 47-4908760 | |
Entity Address, Address Line One | 6380 Rogerdale Road | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77072-1624 | |
City Area Code | 281 | |
Local Phone Number | 776-7000 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | TLRD | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 50,642,547 | |
Current Fiscal Year End Date | --02-01 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0000884217 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 19,476 | $ 55,431 | $ 68,215 |
Accounts receivable, net | 65,176 | 73,073 | 65,099 |
Inventories | 846,952 | 830,426 | 786,510 |
Other current assets | 63,882 | 70,712 | 87,491 |
Total current assets | 995,486 | 1,029,642 | 1,007,315 |
PROPERTY AND EQUIPMENT, net | 421,188 | 439,172 | 427,107 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 918,541 | ||
RENTAL PRODUCT, net | 99,085 | 99,770 | 111,345 |
GOODWILL | 79,283 | 79,491 | 103,686 |
INTANGIBLE ASSETS, net | 155,309 | 163,901 | 165,881 |
OTHER ASSETS | 5,806 | 8,514 | 13,497 |
TOTAL ASSETS | 2,674,698 | 1,820,490 | 1,828,831 |
CURRENT LIABILITIES: | |||
Accounts payable | 187,946 | 228,979 | 145,981 |
Accrued expenses and other current liabilities | 289,810 | 282,029 | 313,319 |
Current portion of operating lease liabilities | 185,800 | ||
Income taxes payable | 10,102 | 15,968 | 6,659 |
Current portion of long-term debt | 9,000 | 11,619 | 9,000 |
Total current liabilities | 682,658 | 538,595 | 474,959 |
LONG-TERM DEBT, net | 1,145,651 | 1,153,242 | 1,207,377 |
OPERATING LEASE LIABILITIES | 763,865 | ||
DEFERRED TAXES, net AND OTHER LIABILITIES | 77,961 | 125,022 | 146,484 |
Total liabilities | 2,670,135 | 1,816,859 | 1,828,820 |
COMMITMENTS AND CONTINGENCIES | |||
SHAREHOLDERS' EQUITY: | |||
Preferred stock | |||
Common stock | 506 | 501 | 498 |
Capital in excess of par | 510,021 | 505,157 | 498,670 |
Accumulated deficit | (445,392) | (468,048) | (470,377) |
Accumulated other comprehensive loss | (60,572) | (33,979) | (28,780) |
Total shareholders' equity | 4,563 | 3,631 | 11 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 2,674,698 | $ 1,820,490 | $ 1,828,831 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Net sales: | ||||
Total net sales | $ 789,488 | $ 823,430 | $ 1,570,875 | $ 1,641,394 |
Cost of sales: | ||||
Total cost of sales | 455,761 | 454,528 | 916,592 | 927,268 |
Gross margin: | ||||
Total gross margin | 333,727 | 368,902 | 654,283 | 714,126 |
Advertising expense | 33,164 | 38,661 | 78,207 | 79,894 |
Selling, general and administrative expenses | 239,973 | 242,255 | 485,184 | 493,349 |
Operating income (loss) | 60,590 | 87,986 | 90,892 | 140,883 |
Interest income | 157 | 122 | 253 | 207 |
Interest expense | (18,258) | (20,864) | (36,921) | (42,845) |
Loss on extinguishment of debt, net | (8,122) | (20,833) | ||
(Loss) earnings before income taxes | 42,489 | 59,122 | 54,224 | 77,412 |
(Benefit) provision for income taxes | 8,223 | 9,884 | 12,816 | 14,265 |
Net earnings (loss) | $ 34,266 | $ 49,238 | $ 41,408 | $ 63,147 |
Net earnings per common share: | ||||
Basic (in dollars per share) | $ 0.68 | $ 0.99 | $ 0.82 | $ 1.27 |
Diluted (in dollars per share) | $ 0.68 | $ 0.97 | $ 0.82 | $ 1.24 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 50,547 | 49,840 | 50,414 | 49,649 |
Diluted (in shares) | 50,624 | 50,851 | 50,606 | 50,785 |
Retail Segment | ||||
Net sales: | ||||
Total net sales | $ 736,145 | $ 767,914 | $ 1,460,807 | $ 1,522,757 |
Cost of sales: | ||||
Total cost of sales | 417,019 | 413,912 | 836,259 | 839,986 |
Gross margin: | ||||
Total gross margin | 319,126 | 354,002 | 624,548 | 682,771 |
Corporate Apparel Segment | ||||
Net sales: | ||||
Total net sales | 53,343 | 55,516 | 110,068 | 118,637 |
Cost of sales: | ||||
Total cost of sales | 38,742 | 40,616 | 80,333 | 87,282 |
Gross margin: | ||||
Total gross margin | 14,601 | 14,900 | 29,735 | 31,355 |
Retail clothing product | Retail Segment | ||||
Net sales: | ||||
Total net sales | 580,900 | 605,788 | 1,175,679 | 1,219,432 |
Cost of sales: | ||||
Total cost of sales | 259,047 | 259,025 | 527,691 | 535,245 |
Gross margin: | ||||
Total gross margin | 321,853 | 346,763 | 647,988 | 684,187 |
Rental services | Retail Segment | ||||
Net sales: | ||||
Total net sales | 120,329 | 125,095 | 214,069 | 225,322 |
Cost of sales: | ||||
Total cost of sales | 19,773 | 19,366 | 32,790 | 34,023 |
Gross margin: | ||||
Total gross margin | 100,556 | 105,729 | 181,279 | 191,299 |
Total alteration and other services | Retail Segment | ||||
Net sales: | ||||
Total net sales | 34,916 | 37,031 | 71,059 | 78,003 |
Cost of sales: | ||||
Total cost of sales | 33,614 | 33,749 | 67,461 | 67,927 |
Gross margin: | ||||
Total gross margin | 1,302 | 3,282 | 3,598 | 10,076 |
Occupancy costs | Retail Segment | ||||
Cost of sales: | ||||
Total cost of sales | 104,585 | 101,772 | 208,317 | 202,791 |
Gross margin: | ||||
Total gross margin | $ (104,585) | $ (101,772) | $ (208,317) | $ (202,791) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Net earnings (loss) | $ 34,266 | $ 49,238 | $ 41,408 | $ 63,147 |
Currency translation adjustments | (7,329) | (7,824) | (8,914) | (21,967) |
Unrealized (loss) gain on cash flow hedges, net of tax | (12,065) | 1,169 | (17,679) | 3,969 |
Comprehensive income | $ 14,872 | $ 42,583 | $ 14,815 | $ 45,149 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Capital in Excess of Par | Accumulated Deficit | Accumulated Other Comprehensive Loss | Total |
Balance at the beginning of the year at Feb. 03, 2018 | $ 492 | $ 491,648 | $ (479,166) | $ (10,782) | $ 2,192 |
Increase (Decrease) in Shareholders' Equity | |||||
Net earnings | 13,909 | 13,909 | |||
Other comprehensive loss | (11,343) | (11,343) | |||
Cash dividends - $0.18 per share | (9,360) | (9,360) | |||
Share-based compensation | 4,581 | 4,581 | |||
Common stock issued - 306,505 and 155,210 shares for quarters ending May 4, 2019 and Aug 3, 2019 respectively and 445,932 and 178,647 shares for quarters ending May 5, 2018 and Aug 4, 2018 respectively | 4 | 3,645 | 3,649 | ||
Tax payments related to vested deferred stock units | (5,025) | (5,025) | |||
Balance at the end of the year at May. 05, 2018 | 496 | 494,849 | (510,441) | (22,125) | (37,221) |
Balance at the beginning of the year at Feb. 03, 2018 | 492 | 491,648 | (479,166) | (10,782) | 2,192 |
Increase (Decrease) in Shareholders' Equity | |||||
Net earnings | 63,147 | ||||
Balance at the end of the year at Aug. 04, 2018 | 498 | 498,670 | (470,377) | (28,780) | 11 |
Increase (Decrease) in Shareholders' Equity | |||||
Cumulative adjustment | Cumulative adjustment upon ASC 606 adoption (see Note 5) | (35,824) | (35,824) | |||
Balance at the beginning of the year at May. 05, 2018 | 496 | 494,849 | (510,441) | (22,125) | (37,221) |
Increase (Decrease) in Shareholders' Equity | |||||
Net earnings | 49,238 | 49,238 | |||
Other comprehensive loss | (6,655) | (6,655) | |||
Cash dividends - $0.18 per share | (9,174) | (9,174) | |||
Share-based compensation | 4,835 | 4,835 | |||
Common stock issued - 306,505 and 155,210 shares for quarters ending May 4, 2019 and Aug 3, 2019 respectively and 445,932 and 178,647 shares for quarters ending May 5, 2018 and Aug 4, 2018 respectively | 2 | 462 | 464 | ||
Tax payments related to vested deferred stock units | (1,476) | (1,476) | |||
Balance at the end of the year at Aug. 04, 2018 | 498 | 498,670 | (470,377) | (28,780) | 11 |
Balance at the beginning of the year at Feb. 02, 2019 | 501 | 505,157 | (468,048) | (33,979) | 3,631 |
Increase (Decrease) in Shareholders' Equity | |||||
Net earnings | 7,142 | 7,142 | |||
Other comprehensive loss | (7,199) | (7,199) | |||
Cash dividends - $0.18 per share | (9,103) | (9,103) | |||
Share-based compensation | 2,398 | 2,398 | |||
Common stock issued - 306,505 and 155,210 shares for quarters ending May 4, 2019 and Aug 3, 2019 respectively and 445,932 and 178,647 shares for quarters ending May 5, 2018 and Aug 4, 2018 respectively | 3 | 424 | 427 | ||
Tax payments related to vested deferred stock units | (940) | (940) | |||
Balance at the end of the year at May. 04, 2019 | 504 | 507,039 | (470,411) | (41,178) | (4,046) |
Balance at the beginning of the year at Feb. 02, 2019 | 501 | 505,157 | (468,048) | (33,979) | 3,631 |
Increase (Decrease) in Shareholders' Equity | |||||
Net earnings | 41,408 | ||||
Balance at the end of the year at Aug. 03, 2019 | 506 | 510,021 | (445,392) | (60,572) | 4,563 |
Increase (Decrease) in Shareholders' Equity | |||||
Cumulative adjustment | Cumulative adjustment upon ASC 842 adoption (see Note 12) | (402) | (402) | |||
Balance at the beginning of the year at May. 04, 2019 | 504 | 507,039 | (470,411) | (41,178) | (4,046) |
Increase (Decrease) in Shareholders' Equity | |||||
Net earnings | 34,266 | 34,266 | |||
Other comprehensive loss | (19,394) | (19,394) | |||
Cash dividends - $0.18 per share | (9,247) | (9,247) | |||
Share-based compensation | 2,644 | 2,644 | |||
Common stock issued - 306,505 and 155,210 shares for quarters ending May 4, 2019 and Aug 3, 2019 respectively and 445,932 and 178,647 shares for quarters ending May 5, 2018 and Aug 4, 2018 respectively | 2 | 450 | 452 | ||
Tax payments related to vested deferred stock units | (112) | (112) | |||
Balance at the end of the year at Aug. 03, 2019 | $ 506 | $ 510,021 | $ (445,392) | $ (60,572) | $ 4,563 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) (Parenthetical) - $ / shares | 3 Months Ended | |||
Aug. 03, 2019 | May 04, 2019 | Aug. 04, 2018 | May 05, 2018 | |
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) | ||||
Cash dividends declared per common share (in dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 |
Common stock issued (in shares) | 155,210 | 306,505 | 178,647 | 445,932 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 03, 2019 | Aug. 04, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net earnings | $ 41,408 | $ 63,147 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 53,810 | 52,719 |
Non-cash lease expense | 98,683 | |
Rental product amortization | 19,047 | 19,755 |
Loss on extinguishment of debt, net | 20,833 | |
Amortization of deferred financing costs and discount on long-term debt | 972 | 2,228 |
Loss on disposition of assets | 2,946 | 7,768 |
Asset impairment charges | 184 | 269 |
Share-based compensation | 5,042 | 9,416 |
Deferred tax expense (benefit) | 2,828 | (2,240) |
Other | 134 | 247 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 5,952 | 10,461 |
Inventories | (22,507) | 42,186 |
Rental product | (21,450) | (12,102) |
Other assets | (15,621) | (9,372) |
Accounts payable, accrued expenses and other current liabilities | (30,928) | (3,497) |
Income taxes payable | (5,789) | 697 |
Other liabilities | (101,388) | (4,524) |
Net cash provided by operating activities | 33,323 | 197,991 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (39,092) | (24,645) |
Proceeds from divestiture of business | 17,755 | |
Net cash provided by (used in) investing activities | (39,092) | (6,890) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on original term loan | (993,420) | |
Proceeds from new term loan | 895,500 | |
Payments on new term loan | (7,120) | (4,500) |
Proceeds from asset-based revolving credit facility | 673,500 | 199,500 |
Payments on asset-based revolving credit facility | (677,000) | (95,000) |
Repurchase and retirement of senior notes | (199,365) | |
Deferred financing costs | (5,644) | |
Cash dividends paid | (18,784) | (18,744) |
Proceeds from issuance of common stock | 879 | 4,113 |
Tax payments related to vested deferred stock units | (1,052) | (6,501) |
Net cash (used in) provided by financing activities | (29,577) | (224,061) |
Effect of exchange rate changes | (609) | (2,432) |
DECREASE IN CASH AND CASH EQUIVALENTS | (35,955) | (35,392) |
Balance at beginning of period | 55,431 | 103,607 |
Balance at end of period | $ 19,476 | $ 68,215 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Aug. 03, 2019 | |
Significant Accounting Policies | |
Significant Accounting Policies | 1. Significant Accounting Policies Basis of Presentation — Our business results historically have fluctuated throughout the year and, as a result, the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended February 2, 2019. Unless the context otherwise requires, "Company", "we", "us" and "our" refer to Tailored Brands, Inc. and its subsidiaries. The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. Recent Accounting Pronouncements Not Yet Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. |
Divestiture of MW Cleaners
Divestiture of MW Cleaners | 6 Months Ended |
Aug. 03, 2019 | |
Divesture of MW Cleaners | |
Divestiture of MW Cleaners | 2. Divestiture of MW Cleaners On February 28, 2018, we entered into a definitive agreement to divest our MW Cleaners business for approximately $18.0 million, subject to certain adjustments, and the transaction closed on March 3, 2018. During the first quarter of 2018, we received cash proceeds of $17.7 million and recorded a loss on the divestiture totaling $3.6 million, which is included within selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of earnings, and relates to our retail segment. For fiscal 2018, the total loss on divestiture of MW Cleaners was $3.8 million. We determined that the sale of the MW Cleaners business did not represent a strategic shift and will not have a major effect on our consolidated results of operations, financial position or cash flows. Accordingly, we have not presented the sale as a discontinued operation in the condensed consolidated financial statements. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Aug. 03, 2019 | |
Earnings Per Share | |
Earnings Per Share | 3. Earnings Per Share Basic earnings per common share is computed by dividing net earnings by the weighted-average common shares outstanding during the period. Diluted earnings per common share is calculated using the treasury stock method. Basic and diluted earnings per common share are computed using the actual net earnings and the actual weighted-average common shares outstanding rather than the rounded numbers presented within our condensed consolidated statement of earnings and the accompanying notes. As a result, it may not be possible to recalculate earnings per common share in our condensed consolidated statement of earnings and the accompanying notes. The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share amounts): For the Three Months Ended For the Six Months Ended August 3, August 4, August 3, August 4, 2019 2018 2019 2018 Numerator Net earnings $ 34,266 $ 49,238 $ 41,408 $ 63,147 Denominator Basic weighted-average common shares outstanding 50,547 49,840 50,414 49,649 Dilutive effect of share-based awards 77 1,011 192 1,136 Diluted weighted-average common shares outstanding 50,624 50,851 50,606 50,785 Net earnings per common share: Basic $ 0.68 $ 0.99 $ 0.82 $ 1.27 Diluted $ 0.68 $ 0.97 $ 0.82 $ 1.24 For the three and six months ended August 3, 2019, 4.6 million and 3.3 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share, respectively. For the three and six months ended August 4, 2018, 0.7 million and 0.5 million anti-dilutive shares of common stock were excluded from the calculation of diluted earnings per common share, respectively. |
Debt
Debt | 6 Months Ended |
Aug. 03, 2019 | |
Debt | |
Debt | 4. Debt In 2014, The Men's Wearhouse entered into a term loan credit agreement that provided for a senior secured term loan in the aggregate principal amount of $1.1 billion (the "Original Term Loan") and a $500.0 million asset-based revolving credit agreement (the "ABL Facility", and together with the Original Term Loan, the "Credit Facilities") with certain of our U.S. subsidiaries and Moores the Suit People, one of our Canadian subsidiaries, as co-borrowers. Proceeds from the Original Term Loan were reduced by an $11.0 million original issue discount ("OID"), which was presented as a reduction of the outstanding balance on the Original Term Loan on the balance sheet and was to be amortized to interest expense over the contractual life of the Original Term Loan. In addition, in 2014, The Men's Wearhouse issued $600.0 million in aggregate principal amount of 7.00% Senior Notes due 2022 (the "Senior Notes"). In October 2017, The Men’s Wearhouse amended the ABL Facility in part to increase the principal amount available to $550.0 million and extend the maturity date to October 2022. In April 2018, The Men’s Wearhouse refinanced its Original Term Loan, and in October 2018, amended its term loan to reduce the interest rate margin. See Credit Facilities section below for additional information. The Credit Facilities and the Senior Notes contain customary non-financial and financial covenants, including fixed charge coverage ratios, total leverage ratios and secured leverage ratios. Should our total leverage ratio and secured leverage ratio exceed certain thresholds specified in the agreements, we would be subject to certain additional restrictions, including limitations on our ability to make significant acquisitions and incur additional indebtedness. As of August 3, 2019, our total leverage ratio is below the maximum specified in the agreements, however, our secured leverage ratio is above the maximum level. As a result, we are now subject to additional restrictions, primarily related to the size of any incremental term loan facilities being limited to a maximum of $250 million. In addition, as a result of the refinancing of our Original Term Loan and amending of our ABL Facility, our ability to pay dividends on our common stock has increased from a maximum of $10.0 million per quarter to a maximum of $15.0 million per quarter. Credit Facilities In April 2018, we refinanced our Original Term Loan. Immediately prior to the refinancing, the Original Term Loan consisted of $593.4 million in aggregate principal amount with an interest rate of LIBOR plus 3.50% (with a floor of 1.0%) and $400.0 million in aggregate principal amount with a fixed rate of 5.0% per annum. Upon entering into the refinancing, we made a prepayment of $93.4 million on the Original Term Loan using cash on hand. As a result, we refinanced $900.0 million in aggregate principal amount of term loans then outstanding with a new Term Loan totaling $900.0 million (the “New Term Loan”). Additionally, we may continue to request additional term loans or incremental equivalent debt borrowings, all of which are uncommitted, in an aggregate amount up to the greater of (1) $250.0 million and (2) an aggregate principal amount such that, on a pro forma basis (giving effect to such borrowings), our senior secured leverage ratio will not exceed 2.5 to 1.0. The New Term Loan will amortize in an annual amount equal to 1.0% of the principal amount of the New Term Loan, payable quarterly commencing on May 1, 2018. Proceeds from the New Term Loan were reduced by a $4.5 million OID, which was presented as a reduction of the outstanding balance on the New Term Loan on the balance sheet and was to be amortized to interest expense over the contractual life of the New Term Loan. The New Term Loan extends the maturity date of the Original Term Loan from June 18, 2021 until April 9, 2025, subject to a maturity provision that would accelerate the maturity of the New Term Loan to April 1, 2022 if any of the Company’s obligations under its Senior Notes remain outstanding on April 1, 2022. The New Term Loan bears interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either LIBOR (with a floor of 1.0%) or the base rate (with a floor of 2.0%). In October 2018, we amended the New Term Loan resulting in a reduction in the interest rate margin of 25 basis points. As a result of the amendment, the margins for borrowings under the New Term Loan are 3.25% for LIBOR and 2.25% for the base rate and the OID was eliminated. In connection with the October 2018 amendment of the New Term Loan, we incurred deferred financing costs of $1.1 million, which will be amortized over the life of the New Term Loan using the interest method. The maturity date for the New Term Loan remains April 9, 2025, and all other material provisions of the New Term Loan remain unchanged. For the first six months ended August 4, 2018, we recorded a loss on extinguishment of debt totaling $11.9 million consisting of the elimination of unamortized deferred financing costs and OID related to the Original Term Loan. The interest rate on the New Term Loan is based on 1-month LIBOR, which was 2.23% at August 3, 2019, plus the applicable margin of 3.25%, resulting in a total interest rate of 5.48%. We have two interest rate swap agreements where the variable rates due under the New Term Loan have been exchanged for a fixed rate, including an interest rate swap entered into during June 2018. At August 3, 2019, the total notional amount under these interest rate swaps is $710.0 million. Please see Note 15 for additional information on our interest rate swaps. As a result of our interest rate swaps, 80% of the variable interest rate under the New Term Loan has been converted to a fixed rate and, as of August 3, 2019, the New Term Loan had a weighted average interest rate of 5.73%. 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 August 3, 2019, $45.0 million in borrowings were outstanding under the ABL Facility at a weighted average interest rate of approximately 3.7%. During the six months ended August 3, 2019, the maximum borrowing outstanding under the ABL Facility was $100.0 million. We utilize letters of credit primarily as collateral for workers compensation claims and to secure inventory purchases. At August 3, 2019, letters of credit totaling approximately $29.2 million were issued and outstanding. Borrowings available under the ABL Facility as of August 3, 2019 were $401.9 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, The Men’s Wearhouse and its U.S. subsidiaries and, in the case of the ABL Facility, Moores The Suit People. The Credit Facilities and the related guarantees and security interests granted thereunder are senior secured obligations of, and will rank equally with all present and future senior indebtedness of the Company, the co-borrowers and the respective guarantors. Senior Notes The Senior Notes are guaranteed, jointly and severally, on an unsecured basis by Tailored Brands, Inc. and certain of our U.S. subsidiaries. The Senior Notes and the related guarantees are senior unsecured obligations of the Company and the guarantors, respectively, and will rank equally with all of the Company's and each guarantor's present and future senior indebtedness. The Senior Notes will mature in July 2022. Interest on the Senior Notes is payable on January 1 and July 1 of each year. We may redeem some or all of the Senior Notes at any time on or after July 1, 2017 at the redemption prices set forth in the indenture governing the Senior Notes. Upon the occurrence of certain specific changes of control, we may be required to offer to purchase the Senior Notes at 101% of their aggregate principal amount plus accrued and unpaid interest thereon to the date of purchase. During the second quarter of 2018, we completed a partial redemption of $175.0 million in face value of our Senior Notes. The Senior Notes were redeemed at a redemption price equal to $1,035 per $1,000 principal amount, plus accrued and unpaid interest. For the six months ended August 4, 2018, as a result of the partial redemption of $175.0 million in face value of our Senior Notes as well as the repurchase and retirement of $17.6 million in face value of Senior Notes through open market transactions, we recorded a net loss on extinguishment totaling $8.9 million, which is included as a separate line in the condensed consolidated statement of earnings. The net loss on extinguishment reflects a $6.7 million loss upon repurchase and the elimination of unamortized deferred financing costs totaling $2.2 million related to the Senior Notes. Long-Term Debt The following table provides details on our long-term debt as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Term Loan (net of unamortized OID of $0.0 million at August 3, 2019, $4.3 million at August 4, 2018, and $0.0 million at February 2, 2019) $ 883,880 $ 891,210 $ 891,000 Senior Notes 228,607 228,607 228,607 ABL Facility 45,000 104,500 48,500 Less: Deferred financing costs related to the Term Loan and Senior Notes (2,836) (7,940) (3,246) Total long-term debt, net 1,154,651 1,216,377 1,164,861 Current portion of long-term debt (9,000) (9,000) (11,619) Total long-term debt, net of current portion $ 1,145,651 $ 1,207,377 $ 1,153,242 |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Aug. 03, 2019 | |
Revenue Recognition | |
Revenue Recognition | 5. Revenue Recognition Adoption of ASC 606 Effective February 4, 2018, we adopted ASC 606, Revenue from Contracts with Customers The following table depicts the cumulative effect of the changes made to our February 3, 2018 balance sheet for the adoption of ASC 606 (in thousands): Reported Adjusted Balance at Impact of Balance at February 3, Adoption of February 3, 2018 ASC 606 2018 Assets: Accounts receivable, net $ 79,783 $ (303) $ 79,480 Inventories 851,931 (17,837) 834,094 Other current assets 78,252 2,753 81,005 Liabilities: Accrued expenses and other current liabilities 285,537 32,378 317,915 Deferred taxes, net and other liabilities 164,191 (11,941) 152,250 Equity: Accumulated deficit (479,166) (35,824) (514,990) The adoption of ASC 606 primarily impacted the timing of revenue recognition related to our customer loyalty program, gift cards and e-commerce sales within our retail segment, as discussed in more detail below. In addition, for our corporate apparel segment, certain deferred revenue balances along with related inventory amounts were eliminated as part of the cumulative adjustment to opening retained earnings. Also, for estimated sales returns, we recognize allowances for estimated sales returns on a gross basis rather than a net basis on the condensed consolidated balance sheets. Revenues The following table depicts the disaggregation of revenue by major source (in thousands): For the Three Months Ended For the Six Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Net sales: Men's tailored clothing product $ 332,476 $ 356,504 $ 675,431 $ 712,241 Men's non-tailored clothing product 228,761 229,105 457,743 464,711 Women's clothing product 16,964 17,447 36,178 37,029 Other (1) 2,699 2,732 6,327 5,451 Total retail clothing product 580,900 605,788 1,175,679 1,219,432 Rental services 120,329 125,095 214,069 225,322 Alteration services 34,916 37,031 71,059 75,452 Retail dry cleaning services (2) — — — 2,551 Total alteration and other services 34,916 37,031 71,059 78,003 Total retail sales 736,145 767,914 1,460,807 1,522,757 Corporate apparel clothing product 53,343 55,516 110,068 118,637 Total net sales $ 789,488 $ 823,430 $ 1,570,875 $ 1,641,394 (1) Other consists of franchise and licensing revenues and gift card breakage. Franchise revenues are generally recognized at a point in time while licensing revenues consist primarily of minimum guaranteed royalty amounts recognized over an elapsed time period. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. Please see Note 2 for additional information. Please see Note 16 for additional information regarding our reporting segments. Retail Segment For retail clothing product revenue, we transfer control and recognize revenue at a point in time, upon sale or shipment of the merchandise, net of actual sales returns and an accrual for estimated sales returns. For rental and alteration services, we transfer control and recognize revenue at a point in time, upon receipt by the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, use and value added taxes we collect from our customers and are remitted to governmental agencies are excluded from revenue. Loyalty 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, and, historically, did not expire. During the fourth quarter of 2018, we finalized our decision to implement an expiration policy for loyalty program points beginning in the second quarter of fiscal 2019, which was completed. Upon reaching 500 points, customers are issued a $50 rewards certificate which they may redeem for purchases at our stores or online. Generally, reward certificates earned must be redeemed no later than six months from the date of issuance. We believe our loyalty programs represents a customer option that is a material right and, accordingly, is a performance obligation in the contract with our customer. Therefore, we record our obligation for future point redemptions using a deferred revenue model. When loyalty program members earn points, we recognize a portion of the transaction as revenue for merchandise product sales or services and defer a portion of the transaction representing the value of the related points. The value of the points is recorded in deferred revenue on our condensed consolidated balance sheet and recognized into revenue when the points are converted into a rewards certificate and the certificate is used. We account for points earned and certificates issued that will not be redeemed by loyalty members, which we refer to as breakage. We review our breakage estimates at least annually based upon the latest available information regarding redemption and expiration patterns. Our estimate of the expected usage of points and certificates requires significant management judgment. Current and future changes to our assumptions or to loyalty program rules may result in material changes to the deferred revenue balance as well as recognized revenues from the loyalty programs. Gift Card Breakage Proceeds from the sale of gift cards are recorded as a liability and are recognized as net sales from products and services when the cards are redeemed. Our gift cards do not have expiration dates. In addition, we recognize revenue for gift cards for which the likelihood of redemption is deemed to be remote and for which there is no legal obligation to remit the value of such unredeemed gift cards to any relevant jurisdictions (commonly referred to as gift card breakage) under the redemption recognition method. This method records gift card breakage as revenue on a proportional basis over the redemption period based on our historical gift card breakage rate. We review our gift card breakage estimate based on our historical redemption patterns. Sales Returns Revenue from merchandise product sales is reported net of sales returns, which includes an estimate of future returns based on historical return rates, with a corresponding reduction to cost of sales. Our refund liability for sales returns was $5.3 million at August 3, 2019, which is included in accrued and other current liabilities and represents the expected value of the refund that will be due to our customers. We also have a corresponding asset included in other current assets that represents the right to recover products from customers associated with sales returns of $2.7 million at August 3, 2019. Corporate Apparel Segment For our corporate apparel segment, we sell corporate clothing and uniforms to workforces under a contract or by purchase order. We transfer control and recognize revenue at a point in time, generally upon delivery of the product to the customer. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. Sales, use and value added taxes we collect from our customers and are remitted to governmental agencies are excluded from revenue. Contract Liabilities The following table summarizes the opening and closing balances of our contract liabilities (in thousands): Balance at Increase Balance at February 2, 2019 (Decrease) August 3, 2019 Contract liabilities $ 122,828 $ 20,442 $ 143,270 Balance at Increase Balance at February 3, 2018 (Decrease) August 4, 2018 As Adjusted Contract liabilities $ 141,552 $ 21,858 $ 163,410 Contract liabilities include cash payments received from customers in advance of our performance, including amounts which are refundable. These liabilities primarily consist of customer deposits related to rental product or custom clothing transactions since we typically receive payment from our customers prior to our performance and deferred revenue related to our loyalty programs and unredeemed gift cards. These amounts are primarily included as “Customer deposits, prepayments and refunds payable,” “Loyalty program liabilities” and “Unredeemed gift cards,” respectively, within the accrued expenses and other current liabilities line item on our condensed consolidated balance sheet. Please see Note 9 for additional information on our accrued expenses and other current liabilities. The amount of revenue recognized for the three months and six months ended August 3, 2019 that was included in the respective opening contract liability balance was $15.3 million and $67.5 million, respectively. The amount of revenue recognized for the three and six months ended August 4, 2018 that was included in the opening contract liability balance was $62.4 million and $104.1 million, respectively. This revenue primarily consists of recognition of deposits for completed transactions as well as redeemed certificates related to our loyalty program and gift card redemptions. |
Supplemental Cash Flows
Supplemental Cash Flows | 6 Months Ended |
Aug. 03, 2019 | |
Supplemental Cash Flows | |
Supplemental Cash Flows | 6. Supplemental Cash Flows Supplemental disclosure of cash flow information is as follows (in thousands): For the Six Months Ended August 3, August 4, 2019 2018 Cash paid for interest $ 35,764 $ 41,481 Cash paid for income taxes, net $ 25,520 $ 15,664 We had unpaid capital expenditure purchases included in accounts payable and accrued expenses and other current liabilities of approximately $8.4 million and $6.3 million at August 3, 2019 and August 4, 2018, respectively. Capital expenditure purchases are recorded as cash outflows from investing activities in the condensed consolidated statement of cash flows in the period they are paid. Please see Note 12 for other cash flow disclosures related to leases. |
Inventories
Inventories | 6 Months Ended |
Aug. 03, 2019 | |
Inventories | |
Inventories | 7. Inventories The following table provides details on our inventories as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Finished goods $ 678,955 $ 675,405 $ 682,610 Raw materials and merchandise components 167,997 111,105 147,816 Total inventories $ 846,952 $ 786,510 $ 830,426 |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 03, 2019 | |
Income Taxes | |
Income Taxes | 8. Income Taxes Our effective income tax rate increased to 19.4% for the second quarter of 2019 from 16.7% for the second quarter of 2018 primarily due to the release of $3.1 million of state valuation allowances in the second quarter of 2018. Our effective income tax rate increased to 23.6% for the first six months of 2019 from 18.4% for the first six months of 2018 primarily due to an increase in the discrete tax expense related to the net excess shortfalls from share-based awards vesting in the first six months of 2019. Additionally, we are currently undergoing several tax audits; however, we currently do not believe these audits will result in any material charge to tax expense in the future. |
Other Current Assets, Accrued E
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities | 6 Months Ended |
Aug. 03, 2019 | |
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities | |
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities | 9. Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities The following table provides details on our other current assets as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Prepaid expenses $ 41,032 $ 57,197 $ 56,361 Tax receivable 11,404 17,401 584 Other 11,446 12,893 13,767 Total other current assets $ 63,882 $ 87,491 $ 70,712 The decrease in prepaid expenses as of August 3, 2019, is due to the impact on prepaid rent resulting from the adoption of Accounting Standards Codification 842, Leases The following table provides details on our accrued expenses and other current liabilities as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Customer deposits, prepayments and refunds payable $ 65,280 $ 66,261 $ 40,620 Accrued salary, bonus, sabbatical, vacation and other benefits 61,946 69,839 81,503 Loyalty program liabilities 44,273 63,295 44,434 Sales, value added, payroll, property and other taxes payable 28,144 24,197 25,547 Unredeemed gift cards 26,438 28,152 32,178 Accrued workers compensation and medical costs 23,266 26,146 23,974 Accrued dividends 10,046 10,918 10,480 Unrealized loss on interest rate swaps 5,304 1,735 1,625 Accrued interest 2,011 2,379 1,828 Accrued royalties 1,532 1,398 1,286 Other 21,570 18,999 18,554 Total accrued expenses and other current liabilities $ 289,810 $ 313,319 $ 282,029 The following table provides details on our deferred taxes, net and other liabilities as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Deferred and other income tax liabilities, net $ 49,846 $ 80,413 $ 53,479 Unrealized loss on interest rate swaps 24,949 — 7,605 Deferred rent and landlord incentives — 58,801 57,505 Unfavorable lease liabilities — 2,357 1,797 Other 3,166 4,913 4,636 Total deferred taxes, net and other liabilities $ 77,961 $ 146,484 $ 125,022 The elimination of deferred rent and landlord incentives and unfavorable lease liabilities is due to the adoption of ASC 842, effective February 3, 2019. Please see Note 12 for additional information. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 6 Months Ended |
Aug. 03, 2019 | |
Accumulated Other Comprehensive (Loss) Income | |
Accumulated Other Comprehensive (Loss) Income | 10. Accumulated Other Comprehensive (Loss) Income The following table summarizes the components of accumulated other comprehensive (loss) income for the six months ended August 3, 2019 (in thousands): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— February 2, 2019 $ (29,820) $ (4,314) $ 155 $ (33,979) Other comprehensive loss before reclassifications (8,914) (22,841) — (31,755) Amounts reclassified from accumulated other comprehensive loss — (721) — (721) Tax effect — 5,883 — 5,883 Net current-period other comprehensive loss (8,914) (17,679) — (26,593) BALANCE— August 3, 2019 $ (38,734) $ (21,993) $ 155 $ (60,572) The following table summarizes the components of accumulated other comprehensive (loss) income for the six months ended August 4, 2018 (in thousands): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— February 3, 2018 $ (11,116) $ 145 $ 189 $ (10,782) Other comprehensive (loss) income before reclassifications (21,967) 3,395 — (18,572) Amounts reclassified from accumulated other comprehensive income — 1,684 — 1,684 Tax effect — (1,110) — (1,110) Net current-period other comprehensive (loss) income (21,967) 3,969 — (17,998) BALANCE— August 4, 2018 $ (33,083) $ 4,114 $ 189 $ (28,780) Amounts reclassified from other comprehensive (loss) income for the six months ended August 3, 2019 and August 4, 2018 relate to changes in the fair value of our interest rate swaps which is recorded within interest expense in the condensed consolidated statement of earnings and changes in the fair value of cash flow hedges related to inventory purchases, which is recorded within cost of sales in the condensed consolidated statement of earnings. |
Share-Based Compensation Plans
Share-Based Compensation Plans | 6 Months Ended |
Aug. 03, 2019 | |
Share-Based Compensation Plans | |
Share-Based Compensation Plans | 11. Share-Based Compensation Plans For a discussion of our share-based compensation plans, please see Note 14 in our Annual Report on Form 10-K for the fiscal year ended February 2, 2019. Non-Vested Deferred Stock Units and Performance Units The following table summarizes the activity of time-based and performance-based awards (collectively, "DSUs") for the six months ended August 3, 2019: Weighted-Average Units Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at February 2, 2019 939,086 336,906 $ 22.60 $ 18.59 Granted 162,162 — 5.55 — Vested (1) (416,566) (28,686) 21.81 17.43 Forfeited (100,902) (43,704) 22.44 18.30 Non-Vested at August 3, 2019 583,780 264,516 $ 18.45 $ 18.77 (1) Includes 137,694 shares relinquished for tax payments related to vested DSUs for the six months ended August 3, 2019. As of August 3, 2019, we have unrecognized compensation expense related to non-vested DSUs of $9.5 million, which is expected to be recognized over a weighted-average period of 1.3 years. Stock Options and Stock Appreciation Rights (“SARs”) The following table summarizes the activity of stock options for the six months ended August 3, 2019: Weighted- Number of Average Shares Exercise Price Outstanding at February 2, 2019 1,252,072 $ 23.64 Granted 3,050,974 7.61 Exercised — — Forfeited (171,812) 11.02 Expired (43,268) 28.28 Outstanding at August 3, 2019 4,087,966 $ 12.16 Exercisable at August 3, 2019 912,456 $ 24.91 During the first quarter of 2019, we granted SARs, which vest ratably over a period of three years, and will be settled in stock. Each vested SAR entitles the holder to the right of the difference between the value of our common stock on the date of exercise and the common stock price on the date of grant. We use the Black-Scholes option pricing model to estimate the fair value of SARs on the date of grant. The following table summarizes the activity of SARs for the six months ended August 3, 2019: Weighted- Number of Average Shares Exercise Price Outstanding at February 2, 2019 — $ — Granted 414,476 7.62 Exercised — — Forfeited — — Expired — — Outstanding at August 3, 2019 414,476 $ 7.62 Exercisable at August 3, 2019 — $ — The weighted-average grant date fair value of the 3,050,974 stock options and 414,476 SARs granted during the six months ended August 3, 2019 was $3.00 and $3.01 per share, respectively. The following table summarizes the weighted-average assumptions used to fair value the stock options and SARs at the date of grant using the Black-Scholes option model for the six months ended August 3, 2019: For the Six Months Ended August 3, 2019 Risk-free interest rate 2.39% Expected lives 5.0 years Dividend yield 4.34% Expected volatility 62.32% As of August 3, 2019, we have unrecognized compensation expense related to non-vested stock options and SARs of $10.6 million, which is expected to be recognized over a weighted-average period of 1.7 years. Cash Settled Awards We have 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. The fair value of the cash settled awards will be remeasured at each reporting period until the awards are settled. Cash settled awards are classified as liabilities in the condensed consolidated balance sheets. At August 3, 2019, the liability associated with the cash settled awards was $1.3 million with $1.2 million recorded in accrued expenses and other current liabilities and $0.1 million recorded in other liabilities in the condensed consolidated balance sheets. The following table summarizes the activity of cash settled awards, based on their initial grant date values, for the six months ended August 3, 2019 (in thousands): Cash Settled Awards Non-Vested at February 2, 2019 $ 5,072 Granted 4,255 Vested (2,350) Forfeited (514) Non-Vested at August 3, 2019 $ 6,463 As of August 3, 2019, we have unrecognized compensation expense related to non-vested cash settled awards of $3.0 million, which is expected to be recognized over a weighted-average period of 0.8 years. Share-Based Compensation Expense Share-based compensation expense, including cash settled awards, recognized for the three and six months ended August 3, 2019 was $2.4 million and $4.3 million, respectively. Share-based compensation expense, including cash settled awards, recognized for the three and six months ended August 4, 2018 was $5.5 million and $11.9 million, respectively. |
Leases
Leases | 6 Months Ended |
Aug. 03, 2019 | |
Leases | |
Leases | 12. Leases Adoption of ASC 842 Effective February 3, 2019, we adopted ASU No. 2016-02, Leases (Topic 842) ● We elected the package of practical expedients under which we did not reassess our prior conclusions about lease identification, lease classification and initial direct costs. ● We elected to not separate lease and non-lease components for all leases. ● We elected to exempt leases with an initial term of twelve months or less from balance sheet recognition. ● We elected the land easement practical expedient under which we did not reassess whether existing land easements not accounted for as leases under previous guidance are or contain leases under ASC 842. ● We did not elect the hindsight practical expedient for all leases. In addition, in July 2018, the FASB approved an optional transition method that removed the requirement to restate prior period financial statements upon adoption of the standard with a cumulative-effect adjustment to retained earnings in the period of adoption and we elected to apply this transition method. As a result, the comparative period information has not been restated and continues to be reported under the accounting standards in effect for the period presented. The adoption of ASC 842 had no impact to our previously reported results of operations or cash flows. The following table depicts the cumulative effect of the changes made to our February 2, 2019 balance sheet for the adoption of ASC 842 effective on February 3, 2019 (in thousands): Reported Adjusted Balance at Impact of Balance at February 2, Adoption of February 3, 2019 ASC 842 2019 Assets: Other current assets $ 70,712 $ (20,754) $ 49,958 Operating lease right-of-use assets — 896,270 896,270 Intangible assets, net 163,901 (6,682) 157,219 Current Liabilities: Accrued expenses and other current liabilities 282,029 (151) 281,878 Current portion of operating lease liabilities — 183,726 183,726 Noncurrent Liabilities: Operating lease liabilities — 745,116 745,116 Deferred taxes, net and other liabilities 125,022 (59,455) 65,567 Equity: Accumulated deficit (468,048) (402) (468,450) The adoption of ASC 842 primarily resulted in the recognition of operating lease liabilities totaling $928.8 million, based upon the present value of the remaining minimum rental payments using discount rates as of the adoption date, with $183.7 million within current liabilities and $745.1 million in noncurrent liabilities. In addition, we recorded corresponding right-of-use assets totaling $896.3 million based upon the operating lease liabilities adjusted for favorable lease intangible assets, previously included within intangible assets, net and deferred rent and unfavorable lease liabilities, previously included within deferred taxes, net and other liabilities. In addition, we recorded a $0.4 million cumulative effect of initially applying ASC 842 as an adjustment to the opening balance of accumulated deficit. Lease Information We lease store locations, office and warehouse facilities, vehicles and equipment under various non-cancelable operating leases expiring in various years through 2030. Substantially all of our stores are leased, generally for five to ten year initial terms. Certain store leases include one or more options to renew, with renewal terms that range from one to ten years. Management uses its judgment to determine if a renewal option is reasonably certain of being exercised including consideration of the significant investment related to the identification, opening and operation of these store locations. In addition, under our real estate leases, we pay costs such as real estate taxes and common area maintenance and certain of our lease agreements include rental payments based on a percentage of retail sales over contractual levels. These costs are generally considered variable lease payments, and are recognized when deemed probable of payment. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. In addition, we sublease certain real estate to third parties. Amounts related to subleases were immaterial to the condensed consolidated financial statements. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments. Operating lease right-of-use assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, lease incentives and impairment of operating lease right-of-use assets. To determine the present value of the lease payments, we estimated our incremental borrowing rate based on our current credit rating as well as comparisons to comparable borrowing rates of similarly-rated companies. The components of lease cost are as follows (in thousands): For the Three Months Ended For the Six Months Ended August 3, 2019 August 3, 2019 Operating lease cost $ 63,326 $ 126,230 Variable lease cost 18,397 37,658 Total lease cost $ 81,723 $ 163,888 Operating lease expense is recognized on a straight-line basis over the lease term. Total lease costs for stores and our distribution network are included in cost of sales while other total lease costs are included in SG&A expenses. Supplemental balance sheet information related to operating leases consists of the following (in thousands): August 3, 2019 Operating lease right-of-use assets $ 918,541 Current portion of operating lease liabilities $ 185,800 Noncurrent portion operating lease liabilities 763,865 Total operating lease liabilities $ 949,665 Lease term and discount rate for operating leases were as follows: August 3, 2019 Weighted average remaining lease term 4.4 years Weighted average discount rate 5.26% Supplemental disclosures of cash flow information consists of the following (in thousands): For the Six Months Ended August 3, 2019 Cash paid for operating leases $ 127,844 Operating lease assets obtained in exchange for operating lease liabilities $ 1,017,124 At August 3, 2019, we have approximately $949.7 million of non-cancelable operating lease commitments and no finance leases. The following table summarizes the undiscounted annual future minimum lease payments, as of August 3, 2019, for each of the next five years and in the aggregate (in thousands): Operating Leases Year 1 $ 234,651 Year 2 242,446 Year 3 204,721 Year 4 159,609 Year 5 114,716 Thereafter 149,230 Total lease payments $ 1,105,373 Less: Interest (155,708) Present value of lease liabilities $ 949,665 As of August 3, 2019, we executed certain real estate leases that had not yet commenced with lease liabilities totaling $1.1 million which are not reflected in the above table. These leases are expected to commence during fiscal 2019. Disclosures Related to Periods Prior to Adoption of ASC 842 As previously disclosed in our 2018 Annual Report on Form 10-K and under the accounting standards then in effect, minimum future rental payments under non-cancelable leases as of February 2, 2019 for each of the next five years and in the aggregate are as follows (in thousands): Fiscal Year Operating Leases 2019 $ 239,711 2020 209,596 2021 175,962 2022 134,208 2023 88,187 Thereafter 141,084 Total lease payments $ 988,748 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Aug. 03, 2019 | |
GOODWILL AND INTANGIBLE ASSETS | |
Goodwill and Other Intangible Assets | 13. Goodwill and Other Intangible Assets Goodwill Changes in the net carrying amount of goodwill, all of which relates to our retail segment, for the six months ended August 3, 2019 are as follows (in thousands): Total Balance at February 2, 2019 $ 79,491 Translation adjustment (208) Balance at August 3, 2019 $ 79,283 Goodwill is evaluated for impairment at least annually. A more frequent evaluation is performed if events or circumstances indicate that impairment could have occurred. Such events or circumstances could include, but are not limited to, new significant negative industry or economic trends, unanticipated changes in the competitive environment, decisions to significantly modify or dispose of operations and a significant sustained decline in the market price of our stock. No triggering event occurred during the first six months ended August 3, 2019 that required an interim goodwill impairment test. Intangible Assets The gross carrying amount and accumulated amortization of our identifiable intangible assets are as follows (in thousands): August 3, August 4, February 2, 2019 2018 2019 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ 15,887 $ 16,055 $ 16,067 Favorable leases — 12,876 11,844 Customer relationships 24,645 26,415 26,553 Total carrying amount 40,532 55,346 54,464 Accumulated amortization: Trademarks, tradenames and franchise agreements (10,871) (10,634) (10,796) Favorable leases — (5,420) (5,162) Customer relationships (18,523) (17,652) (18,851) Total accumulated amortization (29,394) (33,706) (34,809) Total amortizable intangible assets, net 11,138 21,640 19,655 Indefinite-lived intangible assets: Trademarks and tradename 144,171 144,241 144,246 Total intangible assets, net $ 155,309 $ 165,881 $ 163,901 The elimination of favorable leases is due to the adoption of ASC 842, effective February 3, 2019. Please see Note 12 for additional information. Amortization expense associated with intangible assets subject to amortization totaled $0.6 million and $1.2 million for the three and six months ended August 3, 2019. Amortization expense associated with intangible assets subject to amortization totaled $1.0 million and $2.0 million for the three and six months ended August 4, 2018. Amortization associated with intangible assets subject to amortization at August 3, 2019 is estimated to be $1.2 million for the remainder of fiscal 2019, $2.5 million for fiscal 2020, $2.5 million for fiscal 2021, $1.4 million for fiscal 2022 and $0.3 million for fiscal 2023. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Aug. 03, 2019 | |
Fair Value Measurements | |
FAIR VALUE MEASUREMENTS | 14. 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 August 3, 2019— Assets: Derivative financial instruments $ — $ 2,787 $ — $ 2,787 Liabilities: Derivative financial instruments $ — $ 30,717 $ — $ 30,717 August 4, 2018— Assets: Derivative financial instruments $ — $ 8,240 $ — $ 8,240 Liabilities: Derivative financial instruments $ — $ 1,932 $ — $ 1,932 February 2, 2019— Assets: Derivative financial instruments $ — $ 3,074 $ — $ 3,074 Liabilities: Derivative financial instruments $ — $ 9,307 $ — $ 9,307 At August 3, 2019, derivative financial instruments are comprised of (1) interest rate swap agreements to minimize our exposure to interest rate changes on our outstanding indebtedness, (2) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted purchases of certain inventories denominated in a currency different from the operating entity’s functional currency, (3) foreign currency forward exchange contracts primarily entered into to minimize our foreign currency exposure related to forecasted revenues from our UK operations denominated in a currency different from the UK’s functional currency and (4) a foreign currency forward exchange contract primarily entered into to minimize our foreign currency exposure related to the British pound. These derivative financial instruments are recorded in the condensed consolidated balance sheets at fair value based upon observable market inputs, primarily pricing models based on current market rates. Derivative financial instruments in an asset position are included within other current assets or other assets in the condensed consolidated balance sheets. Derivative financial instruments in a liability position are included within accrued expenses and other current liabilities or noncurrent liabilities in the condensed consolidated balance sheets. Please see Note 15 for further information regarding our derivative instruments. Assets and Liabilities that are Measured at Fair Value on a Non-Recurring Basis Long-lived assets, such as property and equipment, and identifiable intangibles, 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. During the six months ended August 3, 2019, we incurred $0.2 million asset impairment charges, which is included within SG&A expenses in our condensed consolidated statement of earnings, related to underperforming stores. In addition, we recognized a write-off of $2.9 million of rental product related to the closure of a Canadian distribution center, which is included within cost of sales in our condensed consolidated statement of earnings. During the six months ended August 4, 2018, we incurred $0.3 million asset impairment charges, which is included within SG&A expenses in our condensed consolidated statement of earnings, related to underperforming stores. In addition, we recognized a write-off of $4.0 million of rental product related to the closure of a rental product distribution center, which is included within cost of sales in our condensed consolidated statement of earnings. 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, which we classify as Level 3 within the fair value hierarchy. Fair Value of Financial Instruments Our financial instruments consist of cash, accounts receivable, accounts payable, accrued expenses and other current liabilities and our Term Loan and Senior Notes. Management estimates that, as of August 3, 2019, August 4, 2018, and February 2, 2019, the carrying value of our financial instruments, other than our Term Loan and Senior Notes, approximated their fair value due to the highly liquid or short-term nature of these instruments. We believe that the borrowings under our ABL Facility approximate their fair value because interest rates are adjusted on a short-term basis. The fair values of our Term Loan were valued based upon observable market data provided by a third party for similar types of debt, which we classify as a Level 2 input within the fair value hierarchy. The fair value of our Senior Notes is based on quoted prices in active markets, which we classify as a Level 1 input within the fair value hierarchy. The table below shows the fair value and carrying value of our long-term debt, including current portion (in thousands): August 3, 2019 August 4, 2018 February 2, 2019 Carrying Estimated Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Amount (1) Fair Value Term Loan and Senior Notes, including current portion $ 1,109,651 $ 996,169 $ 1,111,877 $ 1,133,454 $ 1,116,361 $ 1,120,296 (1) The carrying value of the Term Loan and Senior Notes, including current portion is net of deferred financing costs of $2.8 million, $7.9 million and $3.2 million as of August 3, 2019, August 4, 2018 and February 2, 2019, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments | 6 Months Ended |
Aug. 03, 2019 | |
Derivative Financial Instruments | |
DERIVATIVE FINANCIAL INSTRUMENTS | 15. Derivative Financial Instruments Effective February 3, 2019, we adopted ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities In April 2017, we entered into an interest rate swap contract on an initial notional amount of $260.0 million that matures in June 2021 with periodic interest settlements. At August 3, 2019, the notional amount totaled $320.0 million. Under this interest rate swap contract, we receive a floating rate based on 1-month LIBOR and pay a fixed rate of 5.31% (including the applicable margin of 3.25%) on the outstanding notional amount. In June 2018, we entered into an interest rate swap contract on an initial notional amount of $320.0 million that matures in April 2025 with periodic interest settlements. At August 3, 2019, the notional amount totaled $390.0 million. Under this interest rate swap contract, we receive a floating rate based on 1-month LIBOR and pay a fixed rate of 6.18% (including the applicable margin of 3.25%) on the outstanding notional amount. We have designated each 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 rate and the fair value of the swaps is reported as a component of accumulated other comprehensive (loss) income. For both swaps, 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, $5.3 million of the amounts related to the interest rate swaps is expected to be reclassified from accumulated other comprehensive (loss) income into earnings within interest expense. We also utilize derivative instruments to hedge our foreign exchange risk, specifically related to the British pound and Euro. At August 3, 2019, the notional amount of the British pound and Euro instruments totaled $21.2 million and $7.8 million, respectively, and mature at various times through December 2019. We have designated these instruments as cash flow hedges of the variability in exchange rates for those foreign currencies. The fair value of these hedges is reported as a component of accumulated other comprehensive (loss) income and 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, $2.0 million of the amounts related to these cash flow hedges is expected to be reclassified as expense into cost of sales from accumulated other comprehensive (loss) income. In addition, we are exposed to market risk associated with foreign currency exchange rate fluctuations as a result of our direct sourcing programs, specifically related to the Canadian dollar. As a result, from time to time, we may enter into derivative instruments to hedge this foreign exchange risk. We have not elected to apply hedge accounting to these derivative instruments. At August 3, 2019, the notional amount of these instruments totaled $6.5 million. Amounts related to these transactions were immaterial to our condensed consolidated financial statements. Also, during the second quarter of 2019, we entered into a foreign currency forward hedge for our corporate apparel business to hedge our exposure to exchange rate risk related to the British pound for a notional amount of $56.0 million. We have not elected to apply hedge accounting to this derivative instrument. For the three and six months ended August 3, 2019, we recorded an unrealized gain of $1.3 million within SG&A in the condensed consolidated statement of earnings. The following table provides details on our derivative instruments recorded in the condensed consolidated balance sheets as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, 2019 August 4, 2018 February 2, 2019 Balance Estimated Balance Estimated Balance Estimated Sheet Location Fair Value Sheet Location Fair Value Sheet Location Fair Value Interest rate contracts Other current assets $ — Other current assets $ 1,478 Other current assets $ 1,610 Interest rate contracts Other assets — Other assets 5,430 Other assets 1,355 Foreign exchange contracts Other current assets 2,787 Other current assets 1,332 Other current assets 109 Total assets $ 2,787 $ 8,240 $ 3,074 Interest rate contracts Accrued expenses and other current liabilities $ 5,304 Accrued expenses and other current liabilities $ 1,735 Accrued expenses and other current liabilities $ 1,625 Interest rate contracts Deferred taxes, net and other liabilities 24,949 Deferred taxes, net and other liabilities — Deferred taxes, net and other liabilities 7,605 Foreign exchange contracts Accrued expenses and other current liabilities 464 Accrued expenses and other current liabilities 197 Accrued expenses and other current liabilities 77 Total liabilities $ 30,717 $ 1,932 $ 9,307 The following table provides details on our derivative instruments recorded in the condensed consolidated statements of earnings and comprehensive (loss) income for the three and six months ended August 3, 2019 and August 4, 2018 (in thousands): Amount of Gain/(Loss) Recognized in Other Comprehensive Loss, net of tax Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings For the Three Months Ended For the Three Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Derivatives in Cash Flow Hedging Relationships: Interest rate contracts $ (12,943) $ (255) Interest expense $ 99 $ 153 Foreign exchange contracts 955 798 Cost of sales (176) 473 Total $ (11,988) $ 543 $ (77) $ 626 Amount of Gain/(Loss) Recognized in Other Comprehensive Loss, net of tax Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings For the Six Months Ended For the Six Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Derivatives in Cash Flow Hedging Relationships: Interest rate contracts $ (18,138) $ 785 Interest expense $ 113 $ 307 Foreign exchange contracts 1,052 1,845 Cost of sales (706) 1,032 Total $ (17,086) $ 2,630 $ (593) $ 1,339 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Aug. 03, 2019 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 16. Segment Reporting Our operations are conducted in two reportable segments, retail and corporate apparel, based on the way we manage, evaluate and internally report our business activities. The retail segment includes the results from our four retail merchandising brands: Men's Wearhouse/Men's Wearhouse and Tux, Jos. A. Bank, Moores Clothing for Men ("Moores") and K&G. These four brands are operating segments that have been aggregated into the retail reportable segment. Prior to its divestiture, MW Cleaners was also aggregated in the retail segment as its operations did not have a significant effect on our revenues or expenses. Specialty apparel merchandise offered by our four retail merchandising concepts include suits, suit separates, sport coats, slacks, formalwear, business casual, denim, sportswear, outerwear, dress shirts, shoes and accessories for men. Women's career and casual apparel, sportswear and accessories, including shoes, and children's apparel is offered at most of our K&G stores. Rental product is offered at our Men's Wearhouse/Men's Wearhouse and Tux, Jos. A. Bank and Moores retail stores. The corporate apparel segment includes the results from our corporate apparel and uniform operations conducted by Dimensions, Alexandra, and Yaffy in the UK and Twin Hill in the U.S., which provide corporate apparel uniforms and workwear to workforces. Please see Note 19 of Notes to the Condensed Consolidated Financial Statements for information concerning the divestiture of our corporate apparel business on August 16, 2019. We measure segment profitability based on operating income, defined as income before interest expense, interest income, 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): For the Three Months Ended For the Six Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Net sales: Men's Wearhouse (1) $ 423,504 $ 445,197 $ 851,276 $ 893,006 Jos. A. Bank 166,065 172,427 332,951 341,503 K&G 82,689 83,645 170,386 172,925 Moores 63,887 66,645 106,194 112,772 MW Cleaners (2) — — — 2,551 Total retail segment 736,145 767,914 1,460,807 1,522,757 Total corporate apparel segment 53,343 55,516 110,068 118,637 Total net sales $ 789,488 $ 823,430 $ 1,570,875 $ 1,641,394 (1) Consists of Men's Wearhouse, Men's Wearhouse and Tux and Joseph Abboud. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. Please see Note 2 for additional information. Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes is as follows (in thousands): For the Three Months Ended For the Six Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Operating income: Retail $ 109,347 $ 134,142 $ 187,538 $ 232,863 Corporate apparel 1,147 1,169 1,727 2,752 Shared service expense (49,904) (47,325) (98,373) (94,732) Operating income 60,590 87,986 90,892 140,883 Interest income 157 122 253 207 Interest expense (18,258) (20,864) (36,921) (42,845) Loss on extinguishment of debt, net — (8,122) — (20,833) Earnings before income taxes $ 42,489 $ 59,122 $ 54,224 $ 77,412 Total assets by reportable segment and shared services are as follows (in thousands): August 3, August 4, February 2, 2019 2018 2019 Segment assets: Retail $ 2,182,982 $ 1,344,618 $ 1,375,902 Corporate apparel 167,705 186,285 175,488 Shared services (1) 324,011 297,928 269,100 Total assets (2) $ 2,674,698 $ 1,828,831 $ 1,820,490 (1) Shared service assets consist primarily of cash and cash equivalents, assets related to our distribution network and tax-related assets. (2) The increase in total assets, as of August 3, 2019, is related to the recognition of operating lease right-of-use assets resulting from the adoption of ASC 842, effective February 3, 2019. Please see Note 12 for additional information. |
Legal Matters
Legal Matters | 6 Months Ended |
Aug. 03, 2019 | |
COMMITMENTS AND CONTINGENCIES | |
Legal Matters | 17. Legal Matters On August 2, 2017, two American Airlines employees, Thor Zurbriggen and Dena Catan, filed a putative class action lawsuit against our Twin Hill subsidiary in the United States District Court for the Northern District of Illinois (Case No. 1:17-cv-05648). The complaint alleged claims for strict liability, negligence, and medical monitoring based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On September 28, 2017, the plaintiffs filed an amended complaint adding nine additional named plaintiffs, adding American Airlines, Inc. as a defendant, and adding claims for civil battery and intentional infliction of emotional distress. Plaintiffs filed a Seconded Amended Complaint on October 4, 2018 on behalf of 39 named plaintiffs, adding PSA Airlines, Inc. and Envoy Air Inc. as defendants, adding new factual allegations and adding a new claim of fraud against American. The Second Amended Complaint included plaintiffs from the Onody Joy Onody Joy On September 27, 2017, Heather Poole and numerous other American Airlines employees filed a lawsuit against our Twin Hill subsidiary in the Superior Court for the State of California for the County of Alameda (Case No. RG17876798). The complaint attempts to allege claims for strict liability and negligence based on allegedly defective uniforms Twin Hill supplied to American Airlines for its employees. On December 11, 2017, the Company filed a demurrer to Plaintiff’s complaint. On February 20, 2018, the Court granted our demurrer and dismissed the plaintiffs’ Complaint. Plaintiffs filed an amended complaint on April 10, 2018 and again on April 27, 2018, which added allegations regarding Plaintiffs’ alleged injuries and named Tailored Brands as a defendant. This case was consolidated for pretrial purposes only with other complaints containing identical allegations, including the Agnello, Hughes, Mackonochie Wagoner In addition, we are involved in various routine legal proceedings, including ongoing litigation, incidental to the conduct of our business. Management does not believe that any of these matters will have a material adverse effect on our financial position, results of operations or cash flows. |
Condensed Consolidating Informa
Condensed Consolidating Information | 6 Months Ended |
Aug. 03, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Condensed Consolidating Information | 18. Condensed Consolidating Information As discussed in Note 4, The Men's Wearhouse (the "Issuer") issued $600.0 million in aggregate principal amount of 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 Issuer, Guarantors and Non-Guarantors operated as independent entities. Tailored Brands, Inc. Condensed Consolidating Balance Sheet August 3, 2019 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 1,158 $ 2,091 $ 16,227 $ — $ 19,476 Accounts receivable, net — 23,397 174,552 74,042 (206,815) 65,176 Inventories — 130,301 485,873 230,778 — 846,952 Other current assets 9,744 31,154 27,632 45,885 (50,533) 63,882 Total current assets 9,744 186,010 690,148 366,932 (257,348) 995,486 Property and equipment, net — 185,823 201,464 33,901 — 421,188 Operating lease right-of-use assets — 479,760 376,922 61,859 — 918,541 Rental product, net — 80,973 7,225 10,887 — 99,085 Goodwill — 6,160 52,128 20,995 — 79,283 Intangible assets, net — — 146,937 8,372 — 155,309 Investments in subsidiaries 177,425 1,157,995 — — (1,335,420) — Other assets — 5,250 485 4,271 (4,200) 5,806 Total assets $ 187,169 $ 2,101,971 $ 1,475,309 $ 507,217 $ (1,596,968) $ 2,674,698 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 165,067 $ 79,695 $ 59,303 $ 90,696 $ (206,815) $ 187,946 Accrued expenses and other current liabilities 11,523 157,294 123,864 57,764 (50,533) 299,912 Current portion of operating lease liabilities — 98,618 73,346 13,836 — 185,800 Current portion of long-term debt — 9,000 — — — 9,000 Total current liabilities 176,590 344,607 256,513 162,296 (257,348) 682,658 Long-term debt, net — 1,145,651 — — — 1,145,651 Operating lease liabilities — 405,847 308,974 49,044 — 763,865 Deferred taxes, net and other liabilities 6,016 28,441 28,172 19,532 (4,200) 77,961 Shareholders' equity 4,563 177,425 881,650 276,345 (1,335,420) 4,563 Total liabilities and shareholders' equity $ 187,169 $ 2,101,971 $ 1,475,309 $ 507,217 $ (1,596,968) $ 2,674,698 Tailored Brands, Inc. Condensed Consolidating Balance Sheet August 4, 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 $ — $ 2,086 $ 2,215 $ 63,914 $ — $ 68,215 Accounts receivable, net — 25,994 321,918 50,882 (333,695) 65,099 Inventories — 162,588 434,499 189,423 — 786,510 Other current assets 3,719 18,975 53,284 11,513 — 87,491 Total current assets 3,719 209,643 811,916 315,732 (333,695) 1,007,315 Property and equipment, net — 191,503 201,939 33,665 — 427,107 Rental product, net — 91,843 4,066 15,436 — 111,345 Goodwill — 6,160 53,422 44,104 — 103,686 Intangible assets, net — — 154,580 11,301 — 165,881 Investments in subsidiaries 141,149 1,377,602 — — (1,518,751) — Other assets — 12,290 655 81,087 (80,535) 13,497 Total assets $ 144,868 $ 1,889,041 $ 1,226,578 $ 501,325 $ (1,932,981) $ 1,828,831 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 126,871 $ 237,341 $ 53,847 $ 61,617 $ (333,695) $ 145,981 Accrued expenses and other current liabilities 13,049 146,213 124,928 35,788 — 319,978 Current portion of long-term debt — 9,000 — — — 9,000 Total current liabilities 139,920 392,554 178,775 97,405 (333,695) 474,959 Long-term debt, net — 1,207,377 — — — 1,207,377 Deferred taxes, net and other liabilities 4,937 147,961 47,365 26,756 (80,535) 146,484 Shareholders' equity 11 141,149 1,000,438 377,164 (1,518,751) 11 Total liabilities and shareholders' equity $ 144,868 $ 1,889,041 $ 1,226,578 $ 501,325 $ (1,932,981) $ 1,828,831 Tailored Brands, Inc. Condensed Consolidating Balance Sheet February 2, 2019 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 970 $ 1,496 $ 52,965 $ — $ 55,431 Accounts receivable, net — 23,954 264,884 82,204 (297,969) 73,073 Inventories — 149,923 461,153 219,350 — 830,426 Other current assets — 30,699 37,969 7,314 (5,270) 70,712 Total current assets — 205,546 765,502 361,833 (303,239) 1,029,642 Property and equipment, net — 194,290 209,814 35,068 — 439,172 Rental product, net — 81,809 3,426 14,535 — 99,770 Goodwill — 6,160 52,128 21,203 — 79,491 Intangible assets, net — — 153,712 10,189 — 163,901 Investments in subsidiaries 160,057 1,234,005 — — (1,394,062) — Other assets — 7,590 665 5,059 (4,800) 8,514 Total assets $ 160,057 $ 1,729,400 $ 1,185,247 $ 447,887 $ (1,702,101) $ 1,820,490 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 142,701 $ 201,799 $ 69,485 $ 112,963 $ (297,969) $ 228,979 Accrued expenses and other current liabilities 6,697 146,683 109,654 40,233 (5,270) 297,997 Current portion of long-term debt — 11,619 — — — 11,619 Total current liabilities 149,398 360,101 179,139 153,196 (303,239) 538,595 Long-term debt, net — 1,153,242 — — — 1,153,242 Deferred taxes, net and other liabilities 7,028 56,000 45,069 21,725 (4,800) 125,022 Shareholders' equity 3,631 160,057 961,039 272,966 (1,394,062) 3,631 Total liabilities and shareholders' equity $ 160,057 $ 1,729,400 $ 1,185,247 $ 447,887 $ (1,702,101) $ 1,820,490 Tailored Brands, Inc. Condensed Consolidating Statement of Earnings (Loss) (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Three Months Ended August 3, 2019 Net sales $ — $ 422,224 $ 371,325 $ 273,723 $ (277,784) $ 789,488 Cost of sales — 220,362 288,849 224,334 (277,784) 455,761 Gross margin — 201,862 82,476 49,389 — 333,727 Operating expenses 652 129,357 130,373 42,220 (29,465) 273,137 Operating (loss) income (652) 72,505 (47,897) 7,169 29,465 60,590 Other income and expenses, net — — 28,318 1,147 (29,465) — Interest (expense) income, net (1,084) (18,097) 1,100 (20) — (18,101) (Loss) earnings before income taxes (1,736) 54,408 (18,479) 8,296 — 42,489 (Benefit) provision for income taxes (321) 11,417 (4,254) 1,381 — 8,223 (Loss) earnings before equity in net income of subsidiaries (1,415) 42,991 (14,225) 6,915 — 34,266 Equity in earnings (loss) of subsidiaries 35,681 (7,310) — — (28,371) — Net earnings (loss) $ 34,266 $ 35,681 $ (14,225) $ 6,915 $ (28,371) $ 34,266 Comprehensive income (loss) $ 14,872 $ 22,838 $ (14,225) $ 364 $ (8,977) $ 14,872 Three Months Ended August 4, 2018 Net sales $ — $ 443,685 $ 386,319 $ 164,525 $ (171,099) $ 823,430 Cost of sales — 220,210 288,057 117,360 (171,099) 454,528 Gross margin — 223,475 98,262 47,165 — 368,902 Operating expenses 1,083 132,573 132,681 29,064 (14,485) 280,916 Operating (loss) income (1,083) 90,902 (34,419) 18,101 14,485 87,986 Other income and expenses, net — — 14,485 — (14,485) — Interest (expense) income, net (923) (22,458) 2,131 508 — (20,742) Loss on extinguishment of debt, net — (8,122) — — — (8,122) (Loss) earnings before income taxes (2,006) 60,322 (17,803) 18,609 — 59,122 (Benefit) provision for income taxes (461) 9,505 (2,557) 3,397 — 9,884 (Loss) earnings before equity in net income of subsidiaries (1,545) 50,817 (15,246) 15,212 — 49,238 Equity in earnings (loss) of subsidiaries 50,783 (34) — — (50,749) — Net earnings (loss) $ 49,238 $ 50,783 $ (15,246) $ 15,212 $ (50,749) $ 49,238 Comprehensive income (loss) $ 42,583 $ 50,681 $ (15,246) $ 8,659 $ (44,094) $ 42,583 Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Six Months Ended August 3, 2019 Net sales $ — $ 848,347 $ 784,433 $ 450,322 $ (512,227) $ 1,570,875 Cost of sales — 448,433 615,772 364,614 (512,227) 916,592 Gross margin — 399,914 168,661 85,708 — 654,283 Operating expenses 1,496 269,003 265,206 70,868 (43,182) 563,391 Operating (loss) income (1,496) 130,911 (96,545) 14,840 43,182 90,892 Other income and expenses, net — — 42,035 1,147 (43,182) — Interest (expense) income, net (2,239) (36,576) 2,575 (428) — (36,668) (Loss) earnings before income taxes (3,735) 94,335 (51,935) 15,559 — 54,224 (Benefit) provision for income taxes (787) 19,484 (9,335) 3,454 — 12,816 (Loss) earnings before equity in net income of subsidiaries (2,948) 74,851 (42,600) 12,105 — 41,408 Equity in earnings (loss) of subsidiaries 44,356 (30,495) — — (13,861) — Net earnings (loss) $ 41,408 $ 44,356 $ (42,600) $ 12,105 $ (13,861) $ 41,408 Comprehensive income (loss) $ 14,815 $ 26,332 $ (42,600) $ 3,536 $ 12,732 $ 14,815 Six Months Ended August 4, 2018 Net sales $ — $ 889,932 $ 767,740 $ 292,192 $ (308,470) $ 1,641,394 Cost of sales — 445,183 579,000 211,555 (308,470) 927,268 Gross margin — 444,749 188,740 80,637 — 714,126 Operating expenses 1,965 269,846 271,076 57,507 (27,151) 573,243 Operating (loss) income (1,965) 174,903 (82,336) 23,130 27,151 140,883 Other income and expenses, net — — 27,151 — (27,151) — Interest (expense) income, net (1,687) (46,124) 4,145 1,028 — (42,638) Loss on extinguishment of debt, net — (20,833) — — — (20,833) (Loss) earnings before income taxes (3,652) 107,946 (51,040) 24,158 — 77,412 (Benefit) provision for income taxes (1,119) 20,578 (10,568) 5,374 — 14,265 (Loss) earnings before equity in net income of subsidiaries (2,533) 87,368 (40,472) 18,784 — 63,147 Equity in earnings (loss) of subsidiaries 65,680 (21,688) — — (43,992) — Net earnings (loss) $ 63,147 $ 65,680 $ (40,472) $ 18,784 $ (43,992) $ 63,147 Comprehensive income (loss) $ 45,149 $ 66,772 $ (40,472) $ (306) $ (25,994) $ 45,149 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Six Months Ended August 3, 2019 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 18,957 $ 204,479 $ 21,748 $ (193,077) $ (18,784) $ 33,323 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (13,550) (21,153) (4,389) — (39,092) Intercompany activities — (192,290) — (30,953) 223,243 — Net cash used in investing activities — (205,840) (21,153) (35,342) 223,243 (39,092) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on new term loan — (7,120) — — — (7,120) Proceeds from asset-based revolving credit facility — 673,500 — — — 673,500 Payments on asset-based revolving credit facility — (677,000) — — — (677,000) Intercompany activities — 12,169 — 192,290 (204,459) — Cash dividends paid (18,784) — — — — (18,784) Proceeds from issuance of common stock 879 — — — — 879 Tax payments related to vested deferred stock units (1,052) — — — — (1,052) Net cash (used in) provided by financing activities (18,957) 1,549 — 192,290 (204,459) (29,577) Effect of exchange rate changes — — — (609) — (609) Increase (decrease) in cash and cash equivalents — 188 595 (36,738) — (35,955) Cash and cash equivalents at beginning of period — 970 1,496 52,965 — 55,431 Cash and cash equivalents at end of period $ — $ 1,158 $ 2,091 $ 16,227 $ — $ 19,476 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Six Months Ended August 4, 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 $ 21,132 $ 320,774 $ (2,235) $ (122,936) $ (18,744) $ 197,991 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (6,058) (15,485) (3,102) — (24,645) Proceeds from divestiture of business — — 17,755 — — 17,755 Intercompany activities — (142,775) — — 142,775 — Net cash (used in) provided by investing activities — (148,833) 2,270 (3,102) 142,775 (6,890) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (993,420) — — — (993,420) Proceeds from new term loan — 895,500 — — — 895,500 Payments on new term loan — (4,500) — — — (4,500) Proceeds from asset-based revolving credit facility — 199,500 — — — 199,500 Payments on asset-based revolving credit facility — (95,000) — — — (95,000) Repurchase and retirement of senior notes — (199,365) — — — (199,365) Deferred financing costs — (5,644) — — — (5,644) Intercompany activities — (18,744) — 142,775 (124,031) — Cash dividends paid (18,744) — — — — (18,744) Proceeds from issuance of common stock 4,113 — — — — 4,113 Tax payments related to vested deferred stock units (6,501) — — — — (6,501) Net cash (used in) provided by financing activities (21,132) (221,673) — 142,775 (124,031) (224,061) Effect of exchange rate changes — — — (2,432) — (2,432) (Decrease) increase in cash and cash equivalents — (49,732) 35 14,305 — (35,392) Cash and cash equivalents at beginning of period — 51,818 2,180 49,609 — 103,607 Cash and cash equivalents at end of period $ — $ 2,086 $ 2,215 $ 63,914 $ — $ 68,215 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Aug. 03, 2019 | |
Subsequent Event. | |
SUBSEQUENT EVENT | 19. Subsequent Event On August 15, 2019, our Board of Directors approved and on August 16, 2019, we completed the sale of MWUK Limited, our UK corporate apparel operations conducted by Dimensions, Alexandra, and Yaffy to Project Dart Bidco Limited, pursuant to a Share Purchase Agreement entered into on August 16, 2019. In addition, we also completed the sale of Twin Hill Acquisition Company, Inc. (“Twin Hill”), to TH Holding Company, pursuant to a Stock Purchase Agreement entered into on August 16, 2019. The aggregate consideration paid for all of the outstanding equity of MWUK Limited and Twin Hill (collectively, the “corporate apparel business”) was approximately $62 million, subject to certain working capital adjustments. Of the $62 million in total consideration, approximately $56 million was received upon closing and approximately $6 million is deferred to the first quarter of fiscal 2020. After consideration of initial working capital adjustments, we currently expect to record a pre-tax loss on disposition of the corporate apparel business in the range of $75 million to $85 million during the third quarter of fiscal 2019. We reviewed the relevant authoritative guidance and determined that the corporate apparel business did not meet the held for sale criteria as of the end of the second quarter of 2019. Also, we determined that the sale of the corporate apparel business does represent a strategic shift that will have a major effect on our results of operations and, as a result, we expect to present the disposal as discontinued operations in our financial statements beginning in the third quarter of 2019. The following table provides details on the assets and liabilities of our corporate apparel business as of August 3, 2019 (in thousands): August 3, 2019 ASSETS Cash and cash equivalents $ 8,255 Accounts receivable, net 33,485 Inventories 99,506 Other current assets 3,234 Property and equipment, net 13,973 Other assets 18,399 Total assets $ 176,852 LIABILITIES Accounts payable $ 16,267 Accrued expenses and other current liabilities 11,383 Other liabilities 15,706 Total liabilities $ 43,356 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 03, 2019 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation — Our business results historically have fluctuated throughout the year and, as a result, the operating results of the interim periods presented are not necessarily indicative of the results that may be achieved for the full year. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended February 2, 2019. Unless the context otherwise requires, "Company", "we", "us" and "our" refer to Tailored Brands, Inc. and its subsidiaries. The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts and related disclosures. Actual amounts could differ from those estimates. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15, Intangibles-Goodwill and Other-Internal Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Earnings Per Share | |
Computation of basic and diluted earnings per common share | The following table sets forth the computation of basic and diluted earnings per common share (in thousands, except per share amounts): For the Three Months Ended For the Six Months Ended August 3, August 4, August 3, August 4, 2019 2018 2019 2018 Numerator Net earnings $ 34,266 $ 49,238 $ 41,408 $ 63,147 Denominator Basic weighted-average common shares outstanding 50,547 49,840 50,414 49,649 Dilutive effect of share-based awards 77 1,011 192 1,136 Diluted weighted-average common shares outstanding 50,624 50,851 50,606 50,785 Net earnings per common share: Basic $ 0.68 $ 0.99 $ 0.82 $ 1.27 Diluted $ 0.68 $ 0.97 $ 0.82 $ 1.24 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Debt | |
Schedule of long-term debt | The following table provides details on our long-term debt as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Term Loan (net of unamortized OID of $0.0 million at August 3, 2019, $4.3 million at August 4, 2018, and $0.0 million at February 2, 2019) $ 883,880 $ 891,210 $ 891,000 Senior Notes 228,607 228,607 228,607 ABL Facility 45,000 104,500 48,500 Less: Deferred financing costs related to the Term Loan and Senior Notes (2,836) (7,940) (3,246) Total long-term debt, net 1,154,651 1,216,377 1,164,861 Current portion of long-term debt (9,000) (9,000) (11,619) Total long-term debt, net of current portion $ 1,145,651 $ 1,207,377 $ 1,153,242 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Schedule of disaggregation of revenue | The following table depicts the disaggregation of revenue by major source (in thousands): For the Three Months Ended For the Six Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Net sales: Men's tailored clothing product $ 332,476 $ 356,504 $ 675,431 $ 712,241 Men's non-tailored clothing product 228,761 229,105 457,743 464,711 Women's clothing product 16,964 17,447 36,178 37,029 Other (1) 2,699 2,732 6,327 5,451 Total retail clothing product 580,900 605,788 1,175,679 1,219,432 Rental services 120,329 125,095 214,069 225,322 Alteration services 34,916 37,031 71,059 75,452 Retail dry cleaning services (2) — — — 2,551 Total alteration and other services 34,916 37,031 71,059 78,003 Total retail sales 736,145 767,914 1,460,807 1,522,757 Corporate apparel clothing product 53,343 55,516 110,068 118,637 Total net sales $ 789,488 $ 823,430 $ 1,570,875 $ 1,641,394 (1) Other consists of franchise and licensing revenues and gift card breakage. Franchise revenues are generally recognized at a point in time while licensing revenues consist primarily of minimum guaranteed royalty amounts recognized over an elapsed time period. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. Please see Note 2 for additional information. |
Schedule of opening and closing balance of contract liabilities | The following table summarizes the opening and closing balances of our contract liabilities (in thousands): Balance at Increase Balance at February 2, 2019 (Decrease) August 3, 2019 Contract liabilities $ 122,828 $ 20,442 $ 143,270 Balance at Increase Balance at February 3, 2018 (Decrease) August 4, 2018 As Adjusted Contract liabilities $ 141,552 $ 21,858 $ 163,410 |
Cumulative adjustment upon ASC 606 adoption (see Note 5) | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Schedule of cumulative effect of changes in adoption of ASU 606 | The following table depicts the cumulative effect of the changes made to our February 3, 2018 balance sheet for the adoption of ASC 606 (in thousands): Reported Adjusted Balance at Impact of Balance at February 3, Adoption of February 3, 2018 ASC 606 2018 Assets: Accounts receivable, net $ 79,783 $ (303) $ 79,480 Inventories 851,931 (17,837) 834,094 Other current assets 78,252 2,753 81,005 Liabilities: Accrued expenses and other current liabilities 285,537 32,378 317,915 Deferred taxes, net and other liabilities 164,191 (11,941) 152,250 Equity: Accumulated deficit (479,166) (35,824) (514,990) |
Supplemental Cash Flows (Tables
Supplemental Cash Flows (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Supplemental Cash Flows | |
Schedule of supplemental disclosure of cash flow information | Supplemental disclosure of cash flow information is as follows (in thousands): For the Six Months Ended August 3, August 4, 2019 2018 Cash paid for interest $ 35,764 $ 41,481 Cash paid for income taxes, net $ 25,520 $ 15,664 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Inventories | |
Schedule of inventories | The following table provides details on our inventories as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Finished goods $ 678,955 $ 675,405 $ 682,610 Raw materials and merchandise components 167,997 111,105 147,816 Total inventories $ 846,952 $ 786,510 $ 830,426 |
Other Current Assets, Accrued_2
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities | |
Other current assets | The following table provides details on our other current assets as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Prepaid expenses $ 41,032 $ 57,197 $ 56,361 Tax receivable 11,404 17,401 584 Other 11,446 12,893 13,767 Total other current assets $ 63,882 $ 87,491 $ 70,712 |
Accrued expenses and other current liabilities | The following table provides details on our accrued expenses and other current liabilities as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Customer deposits, prepayments and refunds payable $ 65,280 $ 66,261 $ 40,620 Accrued salary, bonus, sabbatical, vacation and other benefits 61,946 69,839 81,503 Loyalty program liabilities 44,273 63,295 44,434 Sales, value added, payroll, property and other taxes payable 28,144 24,197 25,547 Unredeemed gift cards 26,438 28,152 32,178 Accrued workers compensation and medical costs 23,266 26,146 23,974 Accrued dividends 10,046 10,918 10,480 Unrealized loss on interest rate swaps 5,304 1,735 1,625 Accrued interest 2,011 2,379 1,828 Accrued royalties 1,532 1,398 1,286 Other 21,570 18,999 18,554 Total accrued expenses and other current liabilities $ 289,810 $ 313,319 $ 282,029 |
Deferred taxes, net and other liabilities | The following table provides details on our deferred taxes, net and other liabilities as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, August 4, February 2, 2019 2018 2019 Deferred and other income tax liabilities, net $ 49,846 $ 80,413 $ 53,479 Unrealized loss on interest rate swaps 24,949 — 7,605 Deferred rent and landlord incentives — 58,801 57,505 Unfavorable lease liabilities — 2,357 1,797 Other 3,166 4,913 4,636 Total deferred taxes, net and other liabilities $ 77,961 $ 146,484 $ 125,022 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Accumulated Other Comprehensive (Loss) Income | |
Summary of components of accumulated other comprehensive (loss) income | The following table summarizes the components of accumulated other comprehensive (loss) income for the six months ended August 3, 2019 (in thousands): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— February 2, 2019 $ (29,820) $ (4,314) $ 155 $ (33,979) Other comprehensive loss before reclassifications (8,914) (22,841) — (31,755) Amounts reclassified from accumulated other comprehensive loss — (721) — (721) Tax effect — 5,883 — 5,883 Net current-period other comprehensive loss (8,914) (17,679) — (26,593) BALANCE— August 3, 2019 $ (38,734) $ (21,993) $ 155 $ (60,572) The following table summarizes the components of accumulated other comprehensive (loss) income for the six months ended August 4, 2018 (in thousands): Foreign Currency Cash Flow Pension Translation Hedges Plan Total BALANCE— February 3, 2018 $ (11,116) $ 145 $ 189 $ (10,782) Other comprehensive (loss) income before reclassifications (21,967) 3,395 — (18,572) Amounts reclassified from accumulated other comprehensive income — 1,684 — 1,684 Tax effect — (1,110) — (1,110) Net current-period other comprehensive (loss) income (21,967) 3,969 — (17,998) BALANCE— August 4, 2018 $ (33,083) $ 4,114 $ 189 $ (28,780) |
Share-Based Compensation Plans
Share-Based Compensation Plans (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Summary of time-based and performance-based awards activity | Weighted-Average Units Grant-Date Fair Value Time- Performance- Time- Performance- Based Based Based Based Non-Vested at February 2, 2019 939,086 336,906 $ 22.60 $ 18.59 Granted 162,162 — 5.55 — Vested (1) (416,566) (28,686) 21.81 17.43 Forfeited (100,902) (43,704) 22.44 18.30 Non-Vested at August 3, 2019 583,780 264,516 $ 18.45 $ 18.77 (1) Includes 137,694 shares relinquished for tax payments related to vested DSUs for the six months ended August 3, 2019. |
Stock Options | |
Summary of activity | Weighted- Number of Average Shares Exercise Price Outstanding at February 2, 2019 1,252,072 $ 23.64 Granted 3,050,974 7.61 Exercised — — Forfeited (171,812) 11.02 Expired (43,268) 28.28 Outstanding at August 3, 2019 4,087,966 $ 12.16 Exercisable at August 3, 2019 912,456 $ 24.91 |
Stock Appreciation Rights ("SARs") | |
Summary of activity | Weighted- Number of Average Shares Exercise Price Outstanding at February 2, 2019 — $ — Granted 414,476 7.62 Exercised — — Forfeited — — Expired — — Outstanding at August 3, 2019 414,476 $ 7.62 Exercisable at August 3, 2019 — $ — |
Weighted-average assumptions used to calculate fair value of stock options | For the Six Months Ended August 3, 2019 Risk-free interest rate 2.39% Expected lives 5.0 years Dividend yield 4.34% Expected volatility 62.32% |
Cash Settled Awards | |
Summary of share-based compensation of cash settled awards | The following table summarizes the activity of cash settled awards, based on their initial grant date values, for the six months ended August 3, 2019 (in thousands): Cash Settled Awards Non-Vested at February 2, 2019 $ 5,072 Granted 4,255 Vested (2,350) Forfeited (514) Non-Vested at August 3, 2019 $ 6,463 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Leases | |
Summary of components of lease cost | The components of lease cost are as follows (in thousands): For the Three Months Ended For the Six Months Ended August 3, 2019 August 3, 2019 Operating lease cost $ 63,326 $ 126,230 Variable lease cost 18,397 37,658 Total lease cost $ 81,723 $ 163,888 |
Summary of supplemental balance sheet information related to leases | Supplemental balance sheet information related to operating leases consists of the following (in thousands): August 3, 2019 Operating lease right-of-use assets $ 918,541 Current portion of operating lease liabilities $ 185,800 Noncurrent portion operating lease liabilities 763,865 Total operating lease liabilities $ 949,665 |
Summary of lease term and discount rate | Lease term and discount rate for operating leases were as follows: August 3, 2019 Weighted average remaining lease term 4.4 years Weighted average discount rate 5.26% |
Summary of supplemental disclosures of cash flow information | Supplemental disclosures of cash flow information consists of the following (in thousands): For the Six Months Ended August 3, 2019 Cash paid for operating leases $ 127,844 Operating lease assets obtained in exchange for operating lease liabilities $ 1,017,124 |
Summary of the undiscounted annual future minimum lease payments | The following table summarizes the undiscounted annual future minimum lease payments, as of August 3, 2019, for each of the next five years and in the aggregate (in thousands): Operating Leases Year 1 $ 234,651 Year 2 242,446 Year 3 204,721 Year 4 159,609 Year 5 114,716 Thereafter 149,230 Total lease payments $ 1,105,373 Less: Interest (155,708) Present value of lease liabilities $ 949,665 |
Minimum future rental payments under non-cancelable operating leases | As previously disclosed in our 2018 Annual Report on Form 10-K and under the accounting standards then in effect, minimum future rental payments under non-cancelable leases as of February 2, 2019 for each of the next five years and in the aggregate are as follows (in thousands): Fiscal Year Operating Leases 2019 $ 239,711 2020 209,596 2021 175,962 2022 134,208 2023 88,187 Thereafter 141,084 Total lease payments $ 988,748 |
Cumulative adjustment upon ASC 842 adoption (see Note 12) | |
Leases | |
Summary of cumulative effect of the changes made to our February 2, 2019 balance sheet | The following table depicts the cumulative effect of the changes made to our February 2, 2019 balance sheet for the adoption of ASC 842 effective on February 3, 2019 (in thousands): Reported Adjusted Balance at Impact of Balance at February 2, Adoption of February 3, 2019 ASC 842 2019 Assets: Other current assets $ 70,712 $ (20,754) $ 49,958 Operating lease right-of-use assets — 896,270 896,270 Intangible assets, net 163,901 (6,682) 157,219 Current Liabilities: Accrued expenses and other current liabilities 282,029 (151) 281,878 Current portion of operating lease liabilities — 183,726 183,726 Noncurrent Liabilities: Operating lease liabilities — 745,116 745,116 Deferred taxes, net and other liabilities 125,022 (59,455) 65,567 Equity: Accumulated deficit (468,048) (402) (468,450) |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
GOODWILL AND INTANGIBLE ASSETS | |
Changes in the net carrying amount of goodwill | Changes in the net carrying amount of goodwill, all of which relates to our retail segment, for the six months ended August 3, 2019 are as follows (in thousands): Total Balance at February 2, 2019 $ 79,491 Translation adjustment (208) Balance at August 3, 2019 $ 79,283 |
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): August 3, August 4, February 2, 2019 2018 2019 Amortizable intangible assets: Carrying amount: Trademarks, tradenames and franchise agreements $ 15,887 $ 16,055 $ 16,067 Favorable leases — 12,876 11,844 Customer relationships 24,645 26,415 26,553 Total carrying amount 40,532 55,346 54,464 Accumulated amortization: Trademarks, tradenames and franchise agreements (10,871) (10,634) (10,796) Favorable leases — (5,420) (5,162) Customer relationships (18,523) (17,652) (18,851) Total accumulated amortization (29,394) (33,706) (34,809) Total amortizable intangible assets, net 11,138 21,640 19,655 Indefinite-lived intangible assets: Trademarks and tradename 144,171 144,241 144,246 Total intangible assets, net $ 155,309 $ 165,881 $ 163,901 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Fair Value Measurements | |
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | Fair Value Measurements at Reporting Date Using Quoted Prices in Active Significant Markets for Other Significant Identical Observable Unobservable Instruments Inputs Inputs (in thousands) (Level 1) (Level 2) (Level 3) Total August 3, 2019— Assets: Derivative financial instruments $ — $ 2,787 $ — $ 2,787 Liabilities: Derivative financial instruments $ — $ 30,717 $ — $ 30,717 August 4, 2018— Assets: Derivative financial instruments $ — $ 8,240 $ — $ 8,240 Liabilities: Derivative financial instruments $ — $ 1,932 $ — $ 1,932 February 2, 2019— Assets: Derivative financial instruments $ — $ 3,074 $ — $ 3,074 Liabilities: Derivative financial instruments $ — $ 9,307 $ — $ 9,307 |
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, including current portion (in thousands): August 3, 2019 August 4, 2018 February 2, 2019 Carrying Estimated Carrying Estimated Carrying Estimated Amount (1) Fair Value Amount (1) Fair Value Amount (1) Fair Value Term Loan and Senior Notes, including current portion $ 1,109,651 $ 996,169 $ 1,111,877 $ 1,133,454 $ 1,116,361 $ 1,120,296 (1) The carrying value of the Term Loan and Senior Notes, including current portion is net of deferred financing costs of $2.8 million, $7.9 million and $3.2 million as of August 3, 2019, August 4, 2018 and February 2, 2019, respectively. |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Derivative Financial Instruments | |
Schedule of derivative instruments recorded in the condensed consolidated balance sheets | The following table provides details on our derivative instruments recorded in the condensed consolidated balance sheets as of August 3, 2019, August 4, 2018 and February 2, 2019 (in thousands): August 3, 2019 August 4, 2018 February 2, 2019 Balance Estimated Balance Estimated Balance Estimated Sheet Location Fair Value Sheet Location Fair Value Sheet Location Fair Value Interest rate contracts Other current assets $ — Other current assets $ 1,478 Other current assets $ 1,610 Interest rate contracts Other assets — Other assets 5,430 Other assets 1,355 Foreign exchange contracts Other current assets 2,787 Other current assets 1,332 Other current assets 109 Total assets $ 2,787 $ 8,240 $ 3,074 Interest rate contracts Accrued expenses and other current liabilities $ 5,304 Accrued expenses and other current liabilities $ 1,735 Accrued expenses and other current liabilities $ 1,625 Interest rate contracts Deferred taxes, net and other liabilities 24,949 Deferred taxes, net and other liabilities — Deferred taxes, net and other liabilities 7,605 Foreign exchange contracts Accrued expenses and other current liabilities 464 Accrued expenses and other current liabilities 197 Accrued expenses and other current liabilities 77 Total liabilities $ 30,717 $ 1,932 $ 9,307 |
Schedule of derivative instruments recorded in the condensed consolidated statements of earnings and comprehensive income (loss) | The following table provides details on our derivative instruments recorded in the condensed consolidated statements of earnings and comprehensive (loss) income for the three and six months ended August 3, 2019 and August 4, 2018 (in thousands): Amount of Gain/(Loss) Recognized in Other Comprehensive Loss, net of tax Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings For the Three Months Ended For the Three Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Derivatives in Cash Flow Hedging Relationships: Interest rate contracts $ (12,943) $ (255) Interest expense $ 99 $ 153 Foreign exchange contracts 955 798 Cost of sales (176) 473 Total $ (11,988) $ 543 $ (77) $ 626 Amount of Gain/(Loss) Recognized in Other Comprehensive Loss, net of tax Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings Amount of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings For the Six Months Ended For the Six Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Derivatives in Cash Flow Hedging Relationships: Interest rate contracts $ (18,138) $ 785 Interest expense $ 113 $ 307 Foreign exchange contracts 1,052 1,845 Cost of sales (706) 1,032 Total $ (17,086) $ 2,630 $ (593) $ 1,339 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
SEGMENT REPORTING | |
Net sales by brand and reportable segment | Additional net sales information is as follows (in thousands): For the Three Months Ended For the Six Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Net sales: Men's Wearhouse (1) $ 423,504 $ 445,197 $ 851,276 $ 893,006 Jos. A. Bank 166,065 172,427 332,951 341,503 K&G 82,689 83,645 170,386 172,925 Moores 63,887 66,645 106,194 112,772 MW Cleaners (2) — — — 2,551 Total retail segment 736,145 767,914 1,460,807 1,522,757 Total corporate apparel segment 53,343 55,516 110,068 118,637 Total net sales $ 789,488 $ 823,430 $ 1,570,875 $ 1,641,394 (1) Consists of Men's Wearhouse, Men's Wearhouse and Tux and Joseph Abboud. (2) On March 3, 2018, we completed the divestiture of our MW Cleaners business. Please see Note 2 for additional information. |
Operating income (loss) by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes is as follows (in thousands): For the Three Months Ended For the Six Months Ended August 3, 2019 August 4, 2018 August 3, 2019 August 4, 2018 Operating income: Retail $ 109,347 $ 134,142 $ 187,538 $ 232,863 Corporate apparel 1,147 1,169 1,727 2,752 Shared service expense (49,904) (47,325) (98,373) (94,732) Operating income 60,590 87,986 90,892 140,883 Interest income 157 122 253 207 Interest expense (18,258) (20,864) (36,921) (42,845) Loss on extinguishment of debt, net — (8,122) — (20,833) Earnings before income taxes $ 42,489 $ 59,122 $ 54,224 $ 77,412 |
Total assets by reportable segment and shared services | Total assets by reportable segment and shared services are as follows (in thousands): August 3, August 4, February 2, 2019 2018 2019 Segment assets: Retail $ 2,182,982 $ 1,344,618 $ 1,375,902 Corporate apparel 167,705 186,285 175,488 Shared services (1) 324,011 297,928 269,100 Total assets (2) $ 2,674,698 $ 1,828,831 $ 1,820,490 (1) Shared service assets consist primarily of cash and cash equivalents, assets related to our distribution network and tax-related assets. (2) The increase in total assets, as of August 3, 2019, is related to the recognition of operating lease right-of-use assets resulting from the adoption of ASC 842, effective February 3, 2019. Please see Note 12 for additional information. |
Condensed Consolidating Infor_2
Condensed Consolidating Information (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |
Condensed Consolidating Balance Sheet | Tailored Brands, Inc. Condensed Consolidating Balance Sheet August 3, 2019 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 1,158 $ 2,091 $ 16,227 $ — $ 19,476 Accounts receivable, net — 23,397 174,552 74,042 (206,815) 65,176 Inventories — 130,301 485,873 230,778 — 846,952 Other current assets 9,744 31,154 27,632 45,885 (50,533) 63,882 Total current assets 9,744 186,010 690,148 366,932 (257,348) 995,486 Property and equipment, net — 185,823 201,464 33,901 — 421,188 Operating lease right-of-use assets — 479,760 376,922 61,859 — 918,541 Rental product, net — 80,973 7,225 10,887 — 99,085 Goodwill — 6,160 52,128 20,995 — 79,283 Intangible assets, net — — 146,937 8,372 — 155,309 Investments in subsidiaries 177,425 1,157,995 — — (1,335,420) — Other assets — 5,250 485 4,271 (4,200) 5,806 Total assets $ 187,169 $ 2,101,971 $ 1,475,309 $ 507,217 $ (1,596,968) $ 2,674,698 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 165,067 $ 79,695 $ 59,303 $ 90,696 $ (206,815) $ 187,946 Accrued expenses and other current liabilities 11,523 157,294 123,864 57,764 (50,533) 299,912 Current portion of operating lease liabilities — 98,618 73,346 13,836 — 185,800 Current portion of long-term debt — 9,000 — — — 9,000 Total current liabilities 176,590 344,607 256,513 162,296 (257,348) 682,658 Long-term debt, net — 1,145,651 — — — 1,145,651 Operating lease liabilities — 405,847 308,974 49,044 — 763,865 Deferred taxes, net and other liabilities 6,016 28,441 28,172 19,532 (4,200) 77,961 Shareholders' equity 4,563 177,425 881,650 276,345 (1,335,420) 4,563 Total liabilities and shareholders' equity $ 187,169 $ 2,101,971 $ 1,475,309 $ 507,217 $ (1,596,968) $ 2,674,698 Tailored Brands, Inc. Condensed Consolidating Balance Sheet August 4, 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 $ — $ 2,086 $ 2,215 $ 63,914 $ — $ 68,215 Accounts receivable, net — 25,994 321,918 50,882 (333,695) 65,099 Inventories — 162,588 434,499 189,423 — 786,510 Other current assets 3,719 18,975 53,284 11,513 — 87,491 Total current assets 3,719 209,643 811,916 315,732 (333,695) 1,007,315 Property and equipment, net — 191,503 201,939 33,665 — 427,107 Rental product, net — 91,843 4,066 15,436 — 111,345 Goodwill — 6,160 53,422 44,104 — 103,686 Intangible assets, net — — 154,580 11,301 — 165,881 Investments in subsidiaries 141,149 1,377,602 — — (1,518,751) — Other assets — 12,290 655 81,087 (80,535) 13,497 Total assets $ 144,868 $ 1,889,041 $ 1,226,578 $ 501,325 $ (1,932,981) $ 1,828,831 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 126,871 $ 237,341 $ 53,847 $ 61,617 $ (333,695) $ 145,981 Accrued expenses and other current liabilities 13,049 146,213 124,928 35,788 — 319,978 Current portion of long-term debt — 9,000 — — — 9,000 Total current liabilities 139,920 392,554 178,775 97,405 (333,695) 474,959 Long-term debt, net — 1,207,377 — — — 1,207,377 Deferred taxes, net and other liabilities 4,937 147,961 47,365 26,756 (80,535) 146,484 Shareholders' equity 11 141,149 1,000,438 377,164 (1,518,751) 11 Total liabilities and shareholders' equity $ 144,868 $ 1,889,041 $ 1,226,578 $ 501,325 $ (1,932,981) $ 1,828,831 Tailored Brands, Inc. Condensed Consolidating Balance Sheet February 2, 2019 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated ASSETS CURRENT ASSETS: Cash and cash equivalents $ — $ 970 $ 1,496 $ 52,965 $ — $ 55,431 Accounts receivable, net — 23,954 264,884 82,204 (297,969) 73,073 Inventories — 149,923 461,153 219,350 — 830,426 Other current assets — 30,699 37,969 7,314 (5,270) 70,712 Total current assets — 205,546 765,502 361,833 (303,239) 1,029,642 Property and equipment, net — 194,290 209,814 35,068 — 439,172 Rental product, net — 81,809 3,426 14,535 — 99,770 Goodwill — 6,160 52,128 21,203 — 79,491 Intangible assets, net — — 153,712 10,189 — 163,901 Investments in subsidiaries 160,057 1,234,005 — — (1,394,062) — Other assets — 7,590 665 5,059 (4,800) 8,514 Total assets $ 160,057 $ 1,729,400 $ 1,185,247 $ 447,887 $ (1,702,101) $ 1,820,490 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 142,701 $ 201,799 $ 69,485 $ 112,963 $ (297,969) $ 228,979 Accrued expenses and other current liabilities 6,697 146,683 109,654 40,233 (5,270) 297,997 Current portion of long-term debt — 11,619 — — — 11,619 Total current liabilities 149,398 360,101 179,139 153,196 (303,239) 538,595 Long-term debt, net — 1,153,242 — — — 1,153,242 Deferred taxes, net and other liabilities 7,028 56,000 45,069 21,725 (4,800) 125,022 Shareholders' equity 3,631 160,057 961,039 272,966 (1,394,062) 3,631 Total liabilities and shareholders' equity $ 160,057 $ 1,729,400 $ 1,185,247 $ 447,887 $ (1,702,101) $ 1,820,490 |
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 Three Months Ended August 3, 2019 Net sales $ — $ 422,224 $ 371,325 $ 273,723 $ (277,784) $ 789,488 Cost of sales — 220,362 288,849 224,334 (277,784) 455,761 Gross margin — 201,862 82,476 49,389 — 333,727 Operating expenses 652 129,357 130,373 42,220 (29,465) 273,137 Operating (loss) income (652) 72,505 (47,897) 7,169 29,465 60,590 Other income and expenses, net — — 28,318 1,147 (29,465) — Interest (expense) income, net (1,084) (18,097) 1,100 (20) — (18,101) (Loss) earnings before income taxes (1,736) 54,408 (18,479) 8,296 — 42,489 (Benefit) provision for income taxes (321) 11,417 (4,254) 1,381 — 8,223 (Loss) earnings before equity in net income of subsidiaries (1,415) 42,991 (14,225) 6,915 — 34,266 Equity in earnings (loss) of subsidiaries 35,681 (7,310) — — (28,371) — Net earnings (loss) $ 34,266 $ 35,681 $ (14,225) $ 6,915 $ (28,371) $ 34,266 Comprehensive income (loss) $ 14,872 $ 22,838 $ (14,225) $ 364 $ (8,977) $ 14,872 Three Months Ended August 4, 2018 Net sales $ — $ 443,685 $ 386,319 $ 164,525 $ (171,099) $ 823,430 Cost of sales — 220,210 288,057 117,360 (171,099) 454,528 Gross margin — 223,475 98,262 47,165 — 368,902 Operating expenses 1,083 132,573 132,681 29,064 (14,485) 280,916 Operating (loss) income (1,083) 90,902 (34,419) 18,101 14,485 87,986 Other income and expenses, net — — 14,485 — (14,485) — Interest (expense) income, net (923) (22,458) 2,131 508 — (20,742) Loss on extinguishment of debt, net — (8,122) — — — (8,122) (Loss) earnings before income taxes (2,006) 60,322 (17,803) 18,609 — 59,122 (Benefit) provision for income taxes (461) 9,505 (2,557) 3,397 — 9,884 (Loss) earnings before equity in net income of subsidiaries (1,545) 50,817 (15,246) 15,212 — 49,238 Equity in earnings (loss) of subsidiaries 50,783 (34) — — (50,749) — Net earnings (loss) $ 49,238 $ 50,783 $ (15,246) $ 15,212 $ (50,749) $ 49,238 Comprehensive income (loss) $ 42,583 $ 50,681 $ (15,246) $ 8,659 $ (44,094) $ 42,583 Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Six Months Ended August 3, 2019 Net sales $ — $ 848,347 $ 784,433 $ 450,322 $ (512,227) $ 1,570,875 Cost of sales — 448,433 615,772 364,614 (512,227) 916,592 Gross margin — 399,914 168,661 85,708 — 654,283 Operating expenses 1,496 269,003 265,206 70,868 (43,182) 563,391 Operating (loss) income (1,496) 130,911 (96,545) 14,840 43,182 90,892 Other income and expenses, net — — 42,035 1,147 (43,182) — Interest (expense) income, net (2,239) (36,576) 2,575 (428) — (36,668) (Loss) earnings before income taxes (3,735) 94,335 (51,935) 15,559 — 54,224 (Benefit) provision for income taxes (787) 19,484 (9,335) 3,454 — 12,816 (Loss) earnings before equity in net income of subsidiaries (2,948) 74,851 (42,600) 12,105 — 41,408 Equity in earnings (loss) of subsidiaries 44,356 (30,495) — — (13,861) — Net earnings (loss) $ 41,408 $ 44,356 $ (42,600) $ 12,105 $ (13,861) $ 41,408 Comprehensive income (loss) $ 14,815 $ 26,332 $ (42,600) $ 3,536 $ 12,732 $ 14,815 Six Months Ended August 4, 2018 Net sales $ — $ 889,932 $ 767,740 $ 292,192 $ (308,470) $ 1,641,394 Cost of sales — 445,183 579,000 211,555 (308,470) 927,268 Gross margin — 444,749 188,740 80,637 — 714,126 Operating expenses 1,965 269,846 271,076 57,507 (27,151) 573,243 Operating (loss) income (1,965) 174,903 (82,336) 23,130 27,151 140,883 Other income and expenses, net — — 27,151 — (27,151) — Interest (expense) income, net (1,687) (46,124) 4,145 1,028 — (42,638) Loss on extinguishment of debt, net — (20,833) — — — (20,833) (Loss) earnings before income taxes (3,652) 107,946 (51,040) 24,158 — 77,412 (Benefit) provision for income taxes (1,119) 20,578 (10,568) 5,374 — 14,265 (Loss) earnings before equity in net income of subsidiaries (2,533) 87,368 (40,472) 18,784 — 63,147 Equity in earnings (loss) of subsidiaries 65,680 (21,688) — — (43,992) — Net earnings (loss) $ 63,147 $ 65,680 $ (40,472) $ 18,784 $ (43,992) $ 63,147 Comprehensive income (loss) $ 45,149 $ 66,772 $ (40,472) $ (306) $ (25,994) $ 45,149 |
Condensed Consolidating Statement of Cash Flows | Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Six Months Ended August 3, 2019 (in thousands) Tailored The Men’s Guarantor Non-Guarantor Brands, Inc. Wearhouse, Inc. Subsidiaries Subsidiaries Eliminations Consolidated Net cash provided by (used in) operating activities $ 18,957 $ 204,479 $ 21,748 $ (193,077) $ (18,784) $ 33,323 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (13,550) (21,153) (4,389) — (39,092) Intercompany activities — (192,290) — (30,953) 223,243 — Net cash used in investing activities — (205,840) (21,153) (35,342) 223,243 (39,092) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on new term loan — (7,120) — — — (7,120) Proceeds from asset-based revolving credit facility — 673,500 — — — 673,500 Payments on asset-based revolving credit facility — (677,000) — — — (677,000) Intercompany activities — 12,169 — 192,290 (204,459) — Cash dividends paid (18,784) — — — — (18,784) Proceeds from issuance of common stock 879 — — — — 879 Tax payments related to vested deferred stock units (1,052) — — — — (1,052) Net cash (used in) provided by financing activities (18,957) 1,549 — 192,290 (204,459) (29,577) Effect of exchange rate changes — — — (609) — (609) Increase (decrease) in cash and cash equivalents — 188 595 (36,738) — (35,955) Cash and cash equivalents at beginning of period — 970 1,496 52,965 — 55,431 Cash and cash equivalents at end of period $ — $ 1,158 $ 2,091 $ 16,227 $ — $ 19,476 Tailored Brands, Inc. Condensed Consolidating Statement of Cash Flows For the Six Months Ended August 4, 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 $ 21,132 $ 320,774 $ (2,235) $ (122,936) $ (18,744) $ 197,991 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures — (6,058) (15,485) (3,102) — (24,645) Proceeds from divestiture of business — — 17,755 — — 17,755 Intercompany activities — (142,775) — — 142,775 — Net cash (used in) provided by investing activities — (148,833) 2,270 (3,102) 142,775 (6,890) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on original term loan — (993,420) — — — (993,420) Proceeds from new term loan — 895,500 — — — 895,500 Payments on new term loan — (4,500) — — — (4,500) Proceeds from asset-based revolving credit facility — 199,500 — — — 199,500 Payments on asset-based revolving credit facility — (95,000) — — — (95,000) Repurchase and retirement of senior notes — (199,365) — — — (199,365) Deferred financing costs — (5,644) — — — (5,644) Intercompany activities — (18,744) — 142,775 (124,031) — Cash dividends paid (18,744) — — — — (18,744) Proceeds from issuance of common stock 4,113 — — — — 4,113 Tax payments related to vested deferred stock units (6,501) — — — — (6,501) Net cash (used in) provided by financing activities (21,132) (221,673) — 142,775 (124,031) (224,061) Effect of exchange rate changes — — — (2,432) — (2,432) (Decrease) increase in cash and cash equivalents — (49,732) 35 14,305 — (35,392) Cash and cash equivalents at beginning of period — 51,818 2,180 49,609 — 103,607 Cash and cash equivalents at end of period $ — $ 2,086 $ 2,215 $ 63,914 $ — $ 68,215 |
Subsequent Event (Tables)
Subsequent Event (Tables) | 6 Months Ended |
Aug. 03, 2019 | |
Subsequent Event. | |
Schedule of assets and liabilities of our corporate apparel business | The following table provides details on the assets and liabilities of our corporate apparel business as of August 3, 2019 (in thousands): August 3, 2019 ASSETS Cash and cash equivalents $ 8,255 Accounts receivable, net 33,485 Inventories 99,506 Other current assets 3,234 Property and equipment, net 13,973 Other assets 18,399 Total assets $ 176,852 LIABILITIES Accounts payable $ 16,267 Accrued expenses and other current liabilities 11,383 Other liabilities 15,706 Total liabilities $ 43,356 |
Divestiture of MW Cleaners (Det
Divestiture of MW Cleaners (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
May 05, 2018 | Aug. 04, 2018 | Feb. 02, 2019 | Feb. 28, 2018 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from divestiture of business | $ 17,755 | |||
Disposed of by sale | MW Cleaners business | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Consideration | $ 18,000 | |||
Proceeds from divestiture of business | $ 17,700 | |||
Loss on divestiture | $ (3,800) | |||
Retail Segment | Disposed of by sale | MW Cleaners business | Selling, general and administrative expenses | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on divestiture | $ (3,600) |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Numerator | ||||
Net earnings (loss) | $ 34,266 | $ 49,238 | $ 41,408 | $ 63,147 |
Denominator | ||||
Basic weighted-average common shares outstanding (in shares) | 50,547 | 49,840 | 50,414 | 49,649 |
Dilutive effect of share-based awards (in shares) | 77 | 1,011 | 192 | 1,136 |
Diluted weighted-average common shares outstanding (in shares) | 50,624 | 50,851 | 50,606 | 50,785 |
Net earnings per common share: | ||||
Basic (in dollars per share) | $ 0.68 | $ 0.99 | $ 0.82 | $ 1.27 |
Diluted (in dollars per share) | $ 0.68 | $ 0.97 | $ 0.82 | $ 1.24 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Share-based awards | ||||
Antidilutive Securities Excluded from Computation of (Loss) Earnings Per Share | ||||
Anti-dilutive shares of common stock excluded from the calculation of diluted earnings (loss) per common share (in shares) | 4.6 | 0.7 | 3.3 | 0.5 |
Debt - Summary, Narrative (Deta
Debt - Summary, Narrative (Details) - USD ($) $ in Millions | Feb. 03, 2018 | Aug. 03, 2019 | Apr. 30, 2018 | Oct. 28, 2017 | Jan. 31, 2015 |
Debt | |||||
Maximum quarterly dividends on common stock per debt covenants | $ 10 | $ 15 | |||
Senior Notes | |||||
Debt | |||||
Aggregate principal amount of debt issued | $ 600 | ||||
Interest rate (as a percent) | 7.00% | ||||
Incremental Term Loan Facilities [Member] | |||||
Debt | |||||
Credit facility | $ 250 | ||||
2014 Credit Facilities | Original Term Loan | |||||
Debt | |||||
Aggregate principal amount of debt issued | $ 900 | $ 1,100 | |||
Unamortized OID | 11 | ||||
2014 Credit Facilities | ABL Facility | |||||
Debt | |||||
Credit facility | $ 550 | $ 500 |
Debt - Credit Facilities, Narra
Debt - Credit Facilities, Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Oct. 31, 2018USD ($) | Apr. 30, 2018USD ($) | Oct. 28, 2017USD ($) | Aug. 04, 2018USD ($) | Aug. 03, 2019USD ($)agreement | Aug. 04, 2018USD ($) | Feb. 02, 2019USD ($) | Jan. 31, 2015USD ($) | |
Debt | ||||||||
(Loss) gain on extinguishment of debt | $ (8,122) | $ (20,833) | ||||||
Amended New Term Loan | ||||||||
Debt | ||||||||
Number of interest rate swap agreements | agreement | 2 | |||||||
Senior Notes | ||||||||
Debt | ||||||||
Aggregate principal amount of debt issued | $ 600,000 | |||||||
(Loss) gain on extinguishment of debt | (8,100) | (8,900) | ||||||
Senior Notes | Upon the occurrence of certain specific changes of control | ||||||||
Debt | ||||||||
Redemption price as a percentage of the principal amount of debt | 101.00% | |||||||
2014 Credit Facilities | Original Term Loan | ||||||||
Debt | ||||||||
Aggregate principal amount of debt issued | $ 900,000 | 1,100,000 | ||||||
Fixed rate on refinanced amount (as a percent) | 5.00% | |||||||
Prepayment | $ 93,400 | |||||||
Unamortized OID | 11,000 | |||||||
2014 Credit Facilities | Original Term Loan | LIBOR | ||||||||
Debt | ||||||||
Margin added to Base rate (as a percent) | 3.50% | |||||||
Floor rate (as a percent) | 1.00% | |||||||
2014 Credit Facilities | Amended New Term Loan | London Interbank Offered Rate One Month Libor [Member] | ||||||||
Debt | ||||||||
Debt Instrument, Description of Variable Rate Basis | 1-month LIBOR | |||||||
Variable interest rate basis | 1-month LIBOR | |||||||
2014 Credit Facilities | Amended ABL Facility | LIBOR | ||||||||
Debt | ||||||||
Margin added to Base rate (as a percent) | 1.00% | |||||||
2014 Credit Facilities | ABL Facility | ||||||||
Debt | ||||||||
Credit facility | $ 550,000 | $ 500,000 | ||||||
Variable Rate Interest Rate | Original Term Loan | ||||||||
Debt | ||||||||
Aggregate principal amount of debt issued | $ 593,400 | |||||||
Fixed Rate Interest Rate | Original Term Loan | ||||||||
Debt | ||||||||
Aggregate principal amount of debt issued | $ 400,000 | |||||||
Fixed rate on refinanced amount (as a percent) | 5.00% | |||||||
2018 Credit Facilities | Amended New Term Loan | ||||||||
Debt | ||||||||
Reduction in the interest rate margin | 0.25% | |||||||
Total variable interest rate (as a percent) | 5.48% | |||||||
Deferred financing costs | $ 1,100 | |||||||
Weighted average interest rate (as a percent) | 5.73% | |||||||
2018 Credit Facilities | Amended New Term Loan | LIBOR | ||||||||
Debt | ||||||||
Margin added to Base rate (as a percent) | 3.25% | 3.25% | ||||||
Actual LIBOR rate (as a percent) | 2.23% | |||||||
2018 Credit Facilities | Amended New Term Loan | Base Rate | ||||||||
Debt | ||||||||
Margin added to Base rate (as a percent) | 2.25% | |||||||
2018 Credit Facilities | Amended New Term Loan | Interest rate swap | ||||||||
Debt | ||||||||
Notional amount of interest rate swaps | $ 710,000 | |||||||
Percentage of variable interest rate converted to a fixed rate | 80.00% | |||||||
2018 Credit Facilities | New Term Loan | ||||||||
Debt | ||||||||
Aggregate principal amount of debt issued | $ 900,000 | |||||||
Uncommitted borrowings | $ 250,000 | |||||||
Secured leverage ratio | 2.5 | |||||||
Amortized percentage | 1.00% | |||||||
(Loss) gain on extinguishment of debt | 11,900 | |||||||
Unamortized OID | $ 4,500 | $ 4,300 | $ 0 | $ 4,300 | $ 0 | |||
2018 Credit Facilities | New Term Loan | LIBOR | ||||||||
Debt | ||||||||
Floor rate (as a percent) | 1.00% | |||||||
2018 Credit Facilities | New Term Loan | Base Rate | ||||||||
Debt | ||||||||
Floor rate (as a percent) | 2.00% | |||||||
Amended ABL Facility [Member] | Amended ABL Facility | ||||||||
Debt | ||||||||
Weighted average interest rate (as a percent) | 3.70% | |||||||
Credit facility | 550,000 | |||||||
Total credit facility with expansion feature | $ 650,000 | |||||||
Fees on unused commitments (as a percent) | 0.25% | |||||||
Letters of credit issued and outstanding | $ 45,000 | |||||||
Amended ABL Facility [Member] | Amended ABL Facility | Line of Credit | ||||||||
Debt | ||||||||
Letters of credit issued and outstanding | 29,200 | |||||||
Amended ABL Facility [Member] | Amended ABL Facility | LIBOR | ||||||||
Debt | ||||||||
Period for variable rate basis | 1 month | |||||||
Amended ABL Facility [Member] | Amended ABL Facility | Federal funds rate | ||||||||
Debt | ||||||||
Margin added to Base rate (as a percent) | 0.50% | |||||||
Amended ABL Facility [Member] | Amended ABL Facility | Minimum | ||||||||
Debt | ||||||||
Fees on amounts available to be drawn (as a percent) | 1.25% | |||||||
Amended ABL Facility [Member] | Amended ABL Facility | Maximum | ||||||||
Debt | ||||||||
Varying interest rate margin (as a percent) | 1.75% | |||||||
Fees on amounts available to be drawn (as a percent) | 1.75% | |||||||
Maximum borrowing outstanding under the ABL Facility during the period | 100,000 | |||||||
Amended ABL Facility [Member] | ABL Facility | ||||||||
Debt | ||||||||
Borrowings available under credit facility | $ 401,900 |
Debt - Senior Notes, Narrative
Debt - Senior Notes, Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Aug. 04, 2018USD ($)$ / shares | Aug. 04, 2018USD ($)$ / shares | |
Debt | ||
(Loss) gain on extinguishment of debt | $ (8,122) | $ (20,833) |
Senior Notes | ||
Debt | ||
Partial redemption | $ 175,000 | $ 175,000 |
Redemption price (in dollars per $1000) | $ / shares | $ 1,035,000 | $ 1,035,000 |
Repurchase and retired amount | $ 17,600 | |
(Loss) gain on extinguishment of debt | $ (8,100) | (8,900) |
Loss upon repurchase | (6,100) | (6,700) |
Unamortized deferred financing costs | $ 2,000 | $ 2,200 |
Debt - Components (Details)
Debt - Components (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Oct. 31, 2018 | Aug. 04, 2018 | Apr. 30, 2018 | Jan. 31, 2015 |
Debt | ||||||
Total long-term debt, net | $ 1,154,651 | $ 1,164,861 | $ 1,216,377 | |||
Current portion of long-term debt | (9,000) | (11,619) | (9,000) | |||
Total long-term debt, net of current portion | 1,145,651 | 1,153,242 | 1,207,377 | |||
Senior Notes | ||||||
Debt | ||||||
Long-term debt | 228,607 | 228,607 | 228,607 | |||
Amended ABL Facility | ||||||
Debt | ||||||
Long-term debt | 45,000 | 48,500 | 104,500 | |||
Term Loan and Senior Notes | ||||||
Debt | ||||||
Less: Deferred financing costs | (2,836) | (3,246) | (7,940) | |||
2014 Credit Facilities | Original Term Loan | ||||||
Debt | ||||||
Unamortized OID | $ 11,000 | |||||
2018 Credit Facilities | Amended New Term Loan | ||||||
Debt | ||||||
Long-term debt | 883,880 | 891,000 | ||||
Less: Deferred financing costs | $ (1,100) | |||||
2018 Credit Facilities | New Term Loan | ||||||
Debt | ||||||
Unamortized OID | $ 0 | $ 0 | 4,300 | $ 4,500 | ||
Long-term debt | $ 891,210 |
Revenue Recognition - Adoption
Revenue Recognition - Adoption of ASC 606 (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 | Feb. 03, 2018 |
Assets | ||||
Accounts receivable, net | $ 65,176 | $ 73,073 | $ 65,099 | |
Inventories | 846,952 | 830,426 | 786,510 | |
Other current assets | 63,882 | 70,712 | 87,491 | |
Liabilities | ||||
Accrued expenses and other current liabilities | 289,810 | 282,029 | 313,319 | |
Deferred taxes, net and other liabilities | 77,961 | 125,022 | 146,484 | |
Equity: | ||||
Accumulated deficit | $ (445,392) | $ (468,048) | $ (470,377) | |
Cumulative adjustment upon ASC 606 adoption (see Note 5) | ||||
Assets | ||||
Accounts receivable, net | $ 79,480 | |||
Inventories | 834,094 | |||
Other current assets | 81,005 | |||
Liabilities | ||||
Accrued expenses and other current liabilities | 317,915 | |||
Deferred taxes, net and other liabilities | 152,250 | |||
Equity: | ||||
Accumulated deficit | (514,990) | |||
Impact of Adoption of ASU 606 | Cumulative adjustment upon ASC 606 adoption (see Note 5) | ||||
Assets | ||||
Accounts receivable, net | (303) | |||
Inventories | (17,837) | |||
Other current assets | 2,753 | |||
Liabilities | ||||
Accrued expenses and other current liabilities | 32,378 | |||
Deferred taxes, net and other liabilities | (11,941) | |||
Equity: | ||||
Accumulated deficit | (35,824) | |||
Reported Balance | Cumulative adjustment upon ASC 606 adoption (see Note 5) | ||||
Assets | ||||
Accounts receivable, net | 79,783 | |||
Inventories | 851,931 | |||
Other current assets | 78,252 | |||
Liabilities | ||||
Accrued expenses and other current liabilities | 285,537 | |||
Deferred taxes, net and other liabilities | 164,191 | |||
Equity: | ||||
Accumulated deficit | $ (479,166) |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 789,488 | $ 823,430 | $ 1,570,875 | $ 1,641,394 |
Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 736,145 | 767,914 | 1,460,807 | 1,522,757 |
Corporate Apparel Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 53,343 | 55,516 | 110,068 | 118,637 |
Rental services | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 120,329 | 125,095 | 214,069 | 225,322 |
Retail clothing product | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 580,900 | 605,788 | 1,175,679 | 1,219,432 |
Men's tailored clothing product | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 332,476 | 356,504 | 675,431 | 712,241 |
Men's non-tailored clothing product | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 228,761 | 229,105 | 457,743 | 464,711 |
Women's clothing product | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 16,964 | 17,447 | 36,178 | 37,029 |
Other | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 2,699 | 2,732 | 6,327 | 5,451 |
Total alteration and other services | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 34,916 | 37,031 | 71,059 | 78,003 |
Alteration services | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 34,916 | $ 37,031 | $ 71,059 | 75,452 |
Retail dry cleaning services | Retail Segment | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 2,551 |
Revenue Recognition - Other Var
Revenue Recognition - Other Various Policies (Details) | 3 Months Ended | 6 Months Ended | |||
Aug. 03, 2019USD ($)$ / shares | Aug. 04, 2018USD ($)$ / shares | Aug. 03, 2019USD ($)item$ / shares | Aug. 04, 2018USD ($)$ / shares | Feb. 02, 2019USD ($) | |
Loyalty Program | |||||
Points equivalency to dollars spent ratio | 1 | 1 | |||
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 | $ 44,273,000 | $ 63,295,000 | $ 44,273,000 | $ 63,295,000 | $ 44,434,000 |
Net of income taxes | $ 34,266,000 | $ 49,238,000 | $ 41,408,000 | $ 63,147,000 | |
Diluted (in dollars per share) | $ / shares | $ 0.68 | $ 0.97 | $ 0.82 | $ 1.24 | |
Sales Returns And Allowances For Goods [Abstract] | |||||
Refund liability current | $ 5,300,000 | $ 5,300,000 | |||
Right to recover | $ 2,700,000 | $ 2,700,000 |
Revenue Recognition - Contract
Revenue Recognition - Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Revenue Recognition | ||||
Beginning Balance | $ 122,828 | $ 141,552 | ||
Increase (Decrease) | 20,442 | 21,858 | ||
Ending Balance | $ 143,270 | $ 163,410 | 143,270 | 163,410 |
Revenue recognized included in contract liability balance | $ 15,300 | $ 62,400 | $ 67,500 | $ 104,100 |
Supplemental Cash Flows (Detail
Supplemental Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 03, 2019 | Aug. 04, 2018 | |
Supplemental Cash Flows | ||
Cash paid for interest | $ 35,764 | $ 41,481 |
Cash paid for income taxes, net | 25,520 | 15,664 |
Unpaid capital expenditure purchases | ||
Unpaid capital expenditure purchases | $ 8,400 | $ 6,300 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 |
Inventories | |||
Finished goods | $ 678,955 | $ 682,610 | $ 675,405 |
Raw materials and merchandise components | 167,997 | 147,816 | 111,105 |
Total inventories | $ 846,952 | $ 830,426 | $ 786,510 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Income Taxes | ||||
Effective income tax rate (as a percent) | 19.40% | 16.70% | 23.60% | 18.40% |
Release of state valuation allowances | $ (3.1) |
Other Current Assets, Accrued_3
Other Current Assets, Accrued Expenses and Other Current Liabilities and Deferred Taxes, net and Other Liabilities (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 |
Other current assets | |||
Prepaid expenses | $ 41,032 | $ 56,361 | $ 57,197 |
Tax receivable | 11,404 | 584 | 17,401 |
Other | 11,446 | 13,767 | 12,893 |
Total other current assets | 63,882 | 70,712 | 87,491 |
Accrued expenses and other current liabilities | |||
Customer deposits, prepayments and refunds payable | 65,280 | 40,620 | 66,261 |
Accrued salary, bonus, sabbatical, vacation and other benefits | 61,946 | 81,503 | 69,839 |
Loyalty program liabilities | 44,273 | 44,434 | 63,295 |
Sales, value added, payroll, property and other taxes payable | 28,144 | 25,547 | 24,197 |
Unredeemed gift cards | 26,438 | 32,178 | 28,152 |
Accrued workers compensation and medical costs | 23,266 | 23,974 | 26,146 |
Accrued dividends | 10,046 | 10,480 | 10,918 |
Unrealized loss on interest rate swaps | 5,304 | 1,625 | 1,735 |
Accrued interest | 2,011 | 1,828 | 2,379 |
Accrued royalties | 1,532 | 1,286 | 1,398 |
Other | 21,570 | 18,554 | 18,999 |
Total accrued expenses and other current liabilities | 289,810 | 282,029 | 313,319 |
Deferred taxes and other liabilities | |||
Deferred and other income tax liabilities, net | 49,846 | 53,479 | 80,413 |
Unrealized loss on interest rate swaps | 24,949 | 7,605 | |
Deferred rent and landlord incentives | 57,505 | 58,801 | |
Unfavorable lease liabilities | 1,797 | 2,357 | |
Other | 3,166 | 4,636 | 4,913 |
Total deferred taxes, net and other liabilities | $ 77,961 | $ 125,022 | $ 146,484 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
May 04, 2019 | May 05, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Change in accumulated other comprehensive (loss) income components | ||||
Balance at the beginning of the period | $ 3,631 | $ 3,631 | ||
Balance at the end of the period | 4,563 | $ 11 | ||
Accumulated Other Comprehensive Loss | ||||
Change in accumulated other comprehensive (loss) income components | ||||
Balance at the beginning of the period | (33,979) | $ (10,782) | (33,979) | (10,782) |
Other comprehensive (loss) income before reclassifications | (31,755) | (18,572) | ||
Amounts reclassified from accumulated other comprehensive (loss) income | (721) | 1,684 | ||
Tax effect | 5,883 | (1,110) | ||
Net current-period other comprehensive (loss) income | (26,593) | (17,998) | ||
Balance at the end of the period | (60,572) | (28,780) | ||
Foreign Currency Translation | ||||
Change in accumulated other comprehensive (loss) income components | ||||
Balance at the beginning of the period | (29,820) | (11,116) | (29,820) | (11,116) |
Other comprehensive (loss) income before reclassifications | (8,914) | (21,967) | ||
Net current-period other comprehensive (loss) income | (8,914) | (21,967) | ||
Balance at the end of the period | (38,734) | (33,083) | ||
Cash Flow Hedges | ||||
Change in accumulated other comprehensive (loss) income components | ||||
Balance at the beginning of the period | (4,314) | 145 | (4,314) | 145 |
Other comprehensive (loss) income before reclassifications | (22,841) | 3,395 | ||
Amounts reclassified from accumulated other comprehensive (loss) income | (721) | 1,684 | ||
Tax effect | 5,883 | (1,110) | ||
Net current-period other comprehensive (loss) income | (17,679) | 3,969 | ||
Balance at the end of the period | (21,993) | 4,114 | ||
Pension Plan | ||||
Change in accumulated other comprehensive (loss) income components | ||||
Balance at the beginning of the period | $ 155 | $ 189 | 155 | 189 |
Balance at the end of the period | $ 155 | $ 189 |
Share-Based Compensation Plan_2
Share-Based Compensation Plans - Deferred Stock Units, Performance Units and Restricted Stock (Details) $ / shares in Units, $ in Millions | 6 Months Ended |
Aug. 03, 2019USD ($)$ / sharesshares | |
Deferred stock units | |
Additional information | |
Shares relinquished for tax withholding | 137,694 |
Unrecognized compensation cost | |
Unrecognized compensation cost, non-vested awards | $ | $ 9.5 |
Compensation recognition period, non-vested awards | 1 year 3 months 18 days |
Time-Based DSUs | |
Awards | |
Non-Vested at the beginning of the period (in shares) | 939,086 |
Granted (in shares) | 162,162 |
Vested (in shares) | (416,566) |
Forfeited (in shares) | (100,902) |
Non-Vested at the end of the period (in shares) | 583,780 |
Weighted-Average Grant-Date Fair Value | |
Non-Vested at the beginning of the period (in dollars per share) | $ / shares | $ 22.60 |
Granted (in dollars per share) | $ / shares | 5.55 |
Vested (in dollars per share) | $ / shares | 21.81 |
Forfeited (in dollars per share) | $ / shares | 22.44 |
Non-Vested at the end of the period (in dollars per share) | $ / shares | $ 18.45 |
Performance-Based DSUs | |
Awards | |
Non-Vested at the beginning of the period (in shares) | 336,906 |
Vested (in shares) | (28,686) |
Forfeited (in shares) | (43,704) |
Non-Vested at the end of the period (in shares) | 264,516 |
Weighted-Average Grant-Date Fair Value | |
Non-Vested at the beginning of the period (in dollars per share) | $ / shares | $ 18.59 |
Vested (in dollars per share) | $ / shares | 17.43 |
Forfeited (in dollars per share) | $ / shares | 18.30 |
Non-Vested at the end of the period (in dollars per share) | $ / shares | $ 18.77 |
Share-Based Compensation Plan_3
Share-Based Compensation Plans - Stock Options (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Share-based compensation | ||||
Share-based compensation expense | $ 2.4 | $ 5.5 | $ 4.3 | $ 11.9 |
Stock Options | ||||
Number of Shares | ||||
Outstanding at the beginning of the period (in shares) | 1,252,072 | |||
Granted (in shares) | 3,050,974 | |||
Forfeited (in shares) | (171,812) | |||
Expired (in shares) | (43,268) | |||
Outstanding at the end of the period (in shares) | 4,087,966 | 4,087,966 | ||
Exercisable at the end of the period (in shares) | 912,456 | 912,456 | ||
Weighted-Average Exercise Price | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 23.64 | |||
Granted (in dollars per share) | 7.61 | |||
Forfeited (in dollars per share) | 11.02 | |||
Expired (in dollars per share) | 28.28 | |||
Outstanding at the end of the period (in dollars per share) | $ 12.16 | 12.16 | ||
Exercisable at the end of the period (in dollars per share) | $ 24.91 | 24.91 | ||
Additional disclosures | ||||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ 3 | |||
Unrecognized compensation cost | ||||
Compensation recognition period, non-vested awards | 1 year 8 months 12 days | |||
Stock Appreciation Rights ("SARs") | ||||
Number of Shares | ||||
Granted (in shares) | 414,476 | |||
Outstanding at the end of the period (in shares) | 414,476 | 414,476 | ||
Weighted-Average Exercise Price | ||||
Granted (in dollars per share) | $ 7.62 | |||
Outstanding at the end of the period (in dollars per share) | $ 7.62 | 7.62 | ||
Additional disclosures | ||||
Weighted-average grant date fair value of stock options granted (in dollars per share) | $ 3.01 | |||
Assumptions used to value stock options | ||||
Risk-free interest rate (as a percent) | 2.39% | |||
Expected lives (in years) | 5 years | |||
Dividend yield (as a percent) | 4.34% | |||
Expected volatility (as a percent) | 62.32% | |||
Stock Options And Stock Appreciation Rights ("SARs") | ||||
Unrecognized compensation cost | ||||
Unrecognized compensation cost, non-vested awards | $ 10.6 | $ 10.6 |
Share-Based Compensation Plan_4
Share-Based Compensation Plans - Cash Settled Awards (Details) shares in Thousands, $ in Millions | 6 Months Ended |
Aug. 03, 2019USD ($)shares | |
Stock Options | |
Unrecognized compensation cost | |
Compensation recognition period, non-vested awards | 1 year 8 months 12 days |
Stock Appreciation Rights ("SARs") | |
Share-based compensation | |
Vesting period (in years) | 3 years |
Cash Settled Awards | |
Share-based compensation | |
Vesting period (in years) | 3 years |
Liability associated with the cash settled awards | $ | $ 1.3 |
Awards | |
Non-Vested at the beginning of the period (in shares) | 5,072 |
Granted (in shares) | 4,255 |
Vested (in shares) | (2,350) |
Forfeited (in shares) | (514) |
Non-Vested at the end of the period (in shares) | 6,463 |
Unrecognized compensation cost | |
Unrecognized compensation cost, non-vested awards | $ | $ 3 |
Compensation recognition period, non-vested awards | 9 months 18 days |
Cash Settled Awards | Accrued expenses and other current liabilities | |
Share-based compensation | |
Liability associated with the cash settled awards | $ | $ 1.2 |
Cash Settled Awards | Other Liabilities | |
Share-based compensation | |
Liability associated with the cash settled awards | $ | $ 0.1 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | Feb. 03, 2019 | Aug. 03, 2019 | May 04, 2019 | Feb. 02, 2019 | Aug. 04, 2018 |
Practical Expedients [Abstract] | |||||
Practical expedients package | true | ||||
Practical expedients hindsight | false | ||||
Land easement practical expedient | true | ||||
Single lease components | true | ||||
Assets | |||||
Other current assets | $ 63,882 | $ 70,712 | $ 87,491 | ||
Operating lease right-of-use assets | 918,541 | ||||
Intangible assets, net | 155,309 | 163,901 | 165,881 | ||
Current Liabilities: | |||||
Accrued expenses and other current liabilities | 289,810 | 282,029 | 313,319 | ||
Current portion of operating lease liabilities | 185,800 | ||||
Noncurrent Liabilities: | |||||
Noncurrent portion operating lease liabilities | 763,865 | ||||
Deferred taxes, net and other liabilities | 77,961 | 125,022 | 146,484 | ||
Equity: | |||||
Accumulated deficit | (445,392) | (468,048) | $ (470,377) | ||
Adoption Of ASC 842: | |||||
Operating lease liabilities | $ 949,665 | ||||
Cumulative adjustment upon ASC 842 adoption (see Note 12) | |||||
Assets | |||||
Other current assets | $ 49,958 | ||||
Operating lease right-of-use assets | 896,270 | ||||
Intangible assets, net | 157,219 | ||||
Current Liabilities: | |||||
Accrued expenses and other current liabilities | 281,878 | ||||
Current portion of operating lease liabilities | 183,726 | ||||
Noncurrent Liabilities: | |||||
Noncurrent portion operating lease liabilities | 745,116 | ||||
Deferred taxes, net and other liabilities | 65,567 | ||||
Equity: | |||||
Accumulated deficit | (468,450) | ||||
Adoption Of ASC 842: | |||||
Cumulative effect of initially applying ASC 842 | $ (402) | ||||
Reported Balance | Cumulative adjustment upon ASC 842 adoption (see Note 12) | |||||
Assets | |||||
Other current assets | 70,712 | ||||
Intangible assets, net | 163,901 | ||||
Current Liabilities: | |||||
Accrued expenses and other current liabilities | 282,029 | ||||
Noncurrent Liabilities: | |||||
Deferred taxes, net and other liabilities | 125,022 | ||||
Equity: | |||||
Accumulated deficit | $ (468,048) | ||||
Impact of Adoption | Cumulative adjustment upon ASC 842 adoption (see Note 12) | |||||
Assets | |||||
Other current assets | (20,754) | ||||
Operating lease right-of-use assets | 896,270 | ||||
Intangible assets, net | (6,682) | ||||
Current Liabilities: | |||||
Accrued expenses and other current liabilities | (151) | ||||
Current portion of operating lease liabilities | 183,726 | ||||
Noncurrent Liabilities: | |||||
Noncurrent portion operating lease liabilities | 745,116 | ||||
Deferred taxes, net and other liabilities | (59,455) | ||||
Equity: | |||||
Accumulated deficit | (402) | ||||
Adoption Of ASC 842: | |||||
Operating lease liabilities | $ 928,800 |
Leases - Lease Information (Det
Leases - Lease Information (Details) | 6 Months Ended |
Aug. 03, 2019 | |
Lessee, Lease, Description [Line Items] | |
Renewal options | true |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Initial term | 5 years |
Renewal term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Initial term | 10 years |
Renewal term | 10 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Aug. 03, 2019 | Aug. 03, 2019 | |
Components of lease cost | ||
Operating lease cost | $ 63,326 | $ 126,230 |
Variable lease cost | 18,397 | 37,658 |
Total lease cost | $ 81,723 | $ 163,888 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands | Aug. 03, 2019USD ($) |
Supplemental balance sheet information | |
Operating lease right-of-use assets | $ 918,541 |
Current portion of operating lease liabilities | 185,800 |
Noncurrent portion operating lease liabilities | 763,865 |
Total operating lease liabilities | $ 949,665 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate and Supplemental Disclosures of Cash Flow Information (Details) $ in Thousands | 6 Months Ended |
Aug. 03, 2019USD ($) | |
Leases | |
Weighted average remaining lease term | 4 years 4 months 24 days |
Weighted average discount rate | 5.26% |
Cash paid for operating leases | $ 127,844 |
Operating lease assets obtained in exchange for operating lease liabilities | 1,017,124 |
Operating lease liabilities | 949,665 |
Finance lease | $ 0 |
Leases - Undiscounted Annual Fu
Leases - Undiscounted Annual Future Minimum Lease Payments and Minimum Future Rental Payments (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 |
Leases | ||
Year 1 | $ 234,651 | |
Year 2 | 242,446 | |
Year 3 | 204,721 | |
Year 4 | 159,609 | |
Year 5 | 114,716 | |
Thereafter | 149,230 | |
Total lease payments | 1,105,373 | |
Less: Interest | (155,708) | |
Present value of lease liabilities | 949,665 | |
2019 | $ 239,711 | |
2020 | 209,596 | |
2021 | 175,962 | |
2022 | 134,208 | |
2023 | 88,187 | |
Thereafter | 141,084 | |
Total lease payments | $ 988,748 | |
Lease yet to commence operating lease liability | $ 1,100 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill (Details) $ in Thousands | 6 Months Ended |
Aug. 03, 2019USD ($) | |
Changes in the net carrying amount of goodwill | |
Balance at the beginning of the period | $ 79,491 |
Translation adjustment | (208) |
Balance at the end of the period | $ 79,283 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Amortization (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 |
Amortizable intangible assets: | |||
Carrying amount | $ 40,532 | $ 54,464 | $ 55,346 |
Accumulated amortization | (29,394) | (34,809) | (33,706) |
Total amortizable intangible assets, net | 11,138 | 19,655 | 21,640 |
Indefinite-lived intangible assets: | |||
Trademarks and tradename | 144,171 | 144,246 | 144,241 |
Total intangible assets, net | 155,309 | 163,901 | 165,881 |
Trademarks, tradenames and franchise agreements | |||
Amortizable intangible assets: | |||
Carrying amount | 15,887 | 16,067 | 16,055 |
Accumulated amortization | (10,871) | (10,796) | (10,634) |
Favorable leases | |||
Amortizable intangible assets: | |||
Carrying amount | 11,844 | 12,876 | |
Accumulated amortization | (5,162) | (5,420) | |
Customer relationships | |||
Amortizable intangible assets: | |||
Carrying amount | 24,645 | 26,553 | 26,415 |
Accumulated amortization | $ (18,523) | $ (18,851) | $ (17,652) |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Intangible asset amortization expense | ||||
Pre-tax amortization expense associated with intangible assets | $ 0.6 | $ 1 | $ 1.2 | $ 2 |
Pre-tax amortization expense estimated for the remainder of fiscal year 2019 | 1.2 | 1.2 | ||
Pre-tax amortization expense estimated for fiscal year 2020 | 2.5 | 2.5 | ||
Pre-tax amortization expense estimated for fiscal year 2021 | 2.5 | 2.5 | ||
Pre-tax amortization expense estimated for fiscal year 2022 | 1.4 | 1.4 | ||
Pre-tax amortization expense estimated for fiscal year 2023 | $ 0.3 | $ 0.3 |
Fair Value Measurements - Recur
Fair Value Measurements - Recurring and Non-Recurring (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Feb. 02, 2019 | |
Liabilities: | |||
Asset impairment charges | $ 184 | $ 269 | |
Recurring | |||
Assets: | |||
Derivative financial instruments | 2,787 | 8,240 | $ 3,074 |
Liabilities: | |||
Derivative financial instruments | 30,717 | 1,932 | 9,307 |
Recurring | Level 2 | |||
Assets: | |||
Derivative financial instruments | 2,787 | 8,240 | 3,074 |
Liabilities: | |||
Derivative financial instruments | 30,717 | 1,932 | $ 9,307 |
Selling, general and administrative expenses | |||
Liabilities: | |||
Asset impairment charges | 200 | 300 | |
Cost of sales | |||
Liabilities: | |||
Asset impairment charges | $ 2,900 | $ 4,000 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 |
Fair Value of Financial Instruments | |||
Carrying Amount | $ 1,154,651 | $ 1,164,861 | $ 1,216,377 |
Deferred financing costs | 2,800 | 3,200 | 7,900 |
Reported Value Measurement [Member] | Term Loan and Senior Notes | Level 1 and Level 2 | |||
Fair Value of Financial Instruments | |||
Carrying Amount | 1,109,651 | 1,116,361 | 1,111,877 |
Estimate of Fair Value Measurement [Member] | Term Loan and Senior Notes | Level 1 and Level 2 | |||
Fair Value of Financial Instruments | |||
Estimated Fair Value | $ 996,169 | $ 1,120,296 | $ 1,133,454 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 03, 2019 | Jun. 30, 2018 | Apr. 30, 2017 | |
Selling, general and administrative expenses | ||||
Derivative Financial Instruments | ||||
Unrealized gain | $ 1.3 | $ 1.3 | ||
Interest rate swap | Designated as hedging instruments | ||||
Derivative Financial Instruments | ||||
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | (5.3) | |||
Interest rate swap matures in June 2021 | ||||
Derivative Financial Instruments | ||||
Notional amount | $ 320 | $ 320 | $ 260 | |
Fixed rate payable (as a percent) | 5.31% | 5.31% | ||
Applicable margin included in fixed rate (as a percent) | 3.25% | |||
Interest rate swap matures in June 2021 | London Interbank Offered Rate One Month Libor [Member] | ||||
Derivative Financial Instruments | ||||
Debt Instrument, Description of Variable Rate Basis | 1 | |||
Interest rate swap matures in April 2025 | ||||
Derivative Financial Instruments | ||||
Notional amount | $ 390 | $ 390 | $ 320 | |
Fixed rate payable (as a percent) | 6.18% | 6.18% | ||
Applicable margin included in fixed rate (as a percent) | 3.25% | |||
Interest rate swap matures in April 2025 | London Interbank Offered Rate One Month Libor [Member] | ||||
Derivative Financial Instruments | ||||
Debt Instrument, Description of Variable Rate Basis | 1 | |||
Foreign exchange forward | United Kingdom, Pounds | ||||
Derivative Financial Instruments | ||||
Notional amount | $ 56 | $ 56 | ||
Foreign exchange forward | Designated as hedging instruments | ||||
Derivative Financial Instruments | ||||
Effective portion of the loss expected to be reclassified from accumulated other comprehensive (loss) income into earnings over the next 12 months | 2 | |||
Foreign exchange forward | Designated as hedging instruments | United Kingdom, Pounds | ||||
Derivative Financial Instruments | ||||
Notional amount | 21.2 | 21.2 | ||
Foreign exchange forward | Designated as hedging instruments | Euro Member Countries, Euro | ||||
Derivative Financial Instruments | ||||
Notional amount | 7.8 | 7.8 | ||
Foreign exchange forward | Not designated as hedging instrument | Canada, Dollars | ||||
Derivative Financial Instruments | ||||
Notional amount | $ 6.5 | $ 6.5 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Estimated fair value (Details) - Designated as hedging instruments - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 |
Derivative Financial Instruments | |||
Derivative asset | $ 2,787 | $ 3,074 | $ 8,240 |
Derivative liability | 30,717 | 9,307 | 1,932 |
Other current assets | Interest rate contracts | |||
Derivative Financial Instruments | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | 1,610 | 1,478 | |
Other current assets | Foreign exchange contract | |||
Derivative Financial Instruments | |||
Foreign Currency Fair Value Hedge Asset at Fair Value | 2,787 | 109 | 1,332 |
Other assets | Interest rate contracts | |||
Derivative Financial Instruments | |||
Interest Rate Cash Flow Hedge Asset at Fair Value | 1,355 | 5,430 | |
Accrued expenses and other current liabilities | Interest rate contracts | |||
Derivative Financial Instruments | |||
Interest Rate Cash Flow Hedge Liability at Fair Value | 5,304 | 1,625 | 1,735 |
Accrued expenses and other current liabilities | Foreign exchange contract | |||
Derivative Financial Instruments | |||
Foreign Currency Fair Value Hedge Liability at Fair Value | 464 | 77 | $ 197 |
Deferred taxes, net and other liabilities | Interest rate contracts | |||
Derivative Financial Instruments | |||
Interest Rate Cash Flow Hedge Liability at Fair Value | $ 24,949 | $ 7,605 |
Derivative Financial Instrume_5
Derivative Financial Instruments - Gain loss on derivatives (Details) - Cash flow hedges. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Derivative Financial Instruments | ||||
Other comprehensive (loss) income before reclassifications | $ (11,988) | $ 543 | $ (17,086) | $ 2,630 |
Amounts reclassified from accumulated other comprehensive (loss) income | (77) | 626 | (593) | 1,339 |
Interest rate contracts | Interest Expense | ||||
Derivative Financial Instruments | ||||
Other comprehensive (loss) income before reclassifications | (12,943) | (255) | (18,138) | 785 |
Amounts reclassified from accumulated other comprehensive (loss) income | 99 | 153 | 113 | 307 |
Foreign exchange contract | Cost of sales | ||||
Derivative Financial Instruments | ||||
Other comprehensive (loss) income before reclassifications | 955 | 798 | 1,052 | 1,845 |
Amounts reclassified from accumulated other comprehensive (loss) income | $ (176) | $ 473 | $ (706) | $ 1,032 |
SEGMENT REPORTING - Number of S
SEGMENT REPORTING - Number of Segments (Details) | 6 Months Ended |
Aug. 03, 2019segment | |
Segment reporting | |
Number of reportable segments | 2 |
Retail Segment | |
Segment reporting | |
Number of operating segments | 4 |
SEGMENT REPORTING - Sales by Se
SEGMENT REPORTING - Sales by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Net sales: | ||||
Total net sales | $ 789,488 | $ 823,430 | $ 1,570,875 | $ 1,641,394 |
Retail Segment | ||||
Net sales: | ||||
Total net sales | 736,145 | 767,914 | 1,460,807 | 1,522,757 |
Retail Segment | Men's Wearhouse | ||||
Net sales: | ||||
Total net sales | 423,504 | 445,197 | 851,276 | 893,006 |
Retail Segment | Jos. A. Bank | ||||
Net sales: | ||||
Total net sales | 166,065 | 172,427 | 332,951 | 341,503 |
Retail Segment | K&G | ||||
Net sales: | ||||
Total net sales | 82,689 | 83,645 | 170,386 | 172,925 |
Retail Segment | Moores | ||||
Net sales: | ||||
Total net sales | 63,887 | 66,645 | 106,194 | 112,772 |
Retail Segment | MW Cleaners | ||||
Net sales: | ||||
Total net sales | 2,551 | |||
Corporate Apparel Segment | ||||
Net sales: | ||||
Total net sales | $ 53,343 | $ 55,516 | $ 110,068 | $ 118,637 |
SEGMENT REPORTING - Operating I
SEGMENT REPORTING - Operating Income Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | ||||
Operating income (loss) | $ 60,590 | $ 87,986 | $ 90,892 | $ 140,883 |
Interest income | 157 | 122 | 253 | 207 |
Interest expense | (18,258) | (20,864) | (36,921) | (42,845) |
Loss on extinguishment of debt, net | (8,122) | (20,833) | ||
(Loss) earnings before income taxes | 42,489 | 59,122 | 54,224 | 77,412 |
Shared services | ||||
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | ||||
Operating income (loss) | (49,904) | (47,325) | (98,373) | (94,732) |
Retail Segment | Reportable segments | ||||
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | ||||
Operating income (loss) | 109,347 | 134,142 | 187,538 | 232,863 |
Corporate Apparel Segment | Reportable segments | ||||
Operating income by reportable segment, shared service expense, and the reconciliation to earnings before income taxes | ||||
Operating income (loss) | $ 1,147 | $ 1,169 | $ 1,727 | $ 2,752 |
SEGMENT REPORTING - Assets by S
SEGMENT REPORTING - Assets by Segment (Details) - USD ($) $ in Thousands | Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 |
Segment reporting | |||
Segment assets | $ 2,674,698 | $ 1,820,490 | $ 1,828,831 |
Reportable segments | Retail Segment | |||
Segment reporting | |||
Segment assets | 2,182,982 | 1,375,902 | 1,344,618 |
Reportable segments | Corporate Apparel Segment | |||
Segment reporting | |||
Segment assets | 167,705 | 175,488 | 186,285 |
Shared services | |||
Segment reporting | |||
Segment assets | $ 324,011 | $ 269,100 | $ 297,928 |
CONDENSED CONSOLIDATING INFOR_3
CONDENSED CONSOLIDATING INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Aug. 03, 2019 | Feb. 02, 2019 | Aug. 04, 2018 | Jan. 31, 2015 | |
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 19,476 | $ 55,431 | $ 68,215 | |
Accounts receivable, net | 65,176 | 73,073 | 65,099 | |
Inventories | 846,952 | 830,426 | 786,510 | |
Other current assets | 63,882 | 70,712 | 87,491 | |
Total current assets | 995,486 | 1,029,642 | 1,007,315 | |
Property and equipment, net | 421,188 | 439,172 | 427,107 | |
Operating lease right-of-use assets | 918,541 | |||
Rental product, net | 99,085 | 99,770 | 111,345 | |
Goodwill | 79,283 | 79,491 | 103,686 | |
Intangible assets, net | 155,309 | 163,901 | 165,881 | |
Other assets | 5,806 | 8,514 | 13,497 | |
Total assets | 2,674,698 | 1,820,490 | 1,828,831 | |
CURRENT LIABILITIES: | ||||
Accounts payable | 187,946 | 228,979 | 145,981 | |
Accrued expenses and other current liabilities | 299,912 | 297,997 | 319,978 | |
Current portion of operating lease liabilities | 185,800 | |||
Current portion of long-term debt | 9,000 | 11,619 | 9,000 | |
Total current liabilities | 682,658 | 538,595 | 474,959 | |
Long-term debt, net | 1,145,651 | 1,153,242 | 1,207,377 | |
Operating lease liabilities | 763,865 | |||
Deferred taxes, net and other liabilities | 77,961 | 125,022 | 146,484 | |
Shareholders' equity | 4,563 | 3,631 | 11 | |
Total liabilities and shareholders' equity | 2,674,698 | 1,820,490 | 1,828,831 | |
Eliminations | ||||
CURRENT ASSETS: | ||||
Accounts receivable, net | (206,815) | (297,969) | (333,695) | |
Other current assets | (50,533) | (5,270) | ||
Total current assets | (257,348) | (303,239) | (333,695) | |
Investments in subsidiaries | (1,335,420) | (1,394,062) | (1,518,751) | |
Other assets | (4,200) | (4,800) | (80,535) | |
Total assets | (1,596,968) | (1,702,101) | (1,932,981) | |
CURRENT LIABILITIES: | ||||
Accounts payable | (206,815) | (297,969) | (333,695) | |
Accrued expenses and other current liabilities | (50,533) | (5,270) | ||
Total current liabilities | (257,348) | (303,239) | (333,695) | |
Deferred taxes, net and other liabilities | (4,200) | (4,800) | (80,535) | |
Shareholders' equity | (1,335,420) | (1,394,062) | (1,518,751) | |
Total liabilities and shareholders' equity | (1,596,968) | (1,702,101) | (1,932,981) | |
Senior Notes | ||||
Condensed Consolidating Balance Sheet | ||||
Aggregate principal amount of debt issued | $ 600,000 | |||
Tailored Brands, Inc. | Reportable Legal Entities | ||||
CURRENT ASSETS: | ||||
Other current assets | 9,744 | 3,719 | ||
Total current assets | 9,744 | 3,719 | ||
Investments in subsidiaries | 177,425 | 160,057 | 141,149 | |
Total assets | 187,169 | 160,057 | 144,868 | |
CURRENT LIABILITIES: | ||||
Accounts payable | 165,067 | 142,701 | 126,871 | |
Accrued expenses and other current liabilities | 11,523 | 6,697 | 13,049 | |
Total current liabilities | 176,590 | 149,398 | 139,920 | |
Deferred taxes, net and other liabilities | 6,016 | 7,028 | 4,937 | |
Shareholders' equity | 4,563 | 3,631 | 11 | |
Total liabilities and shareholders' equity | 187,169 | 160,057 | 144,868 | |
The Men's Wearhouse, Inc. | Reportable Legal Entities | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 1,158 | 970 | 2,086 | |
Accounts receivable, net | 23,397 | 23,954 | 25,994 | |
Inventories | 130,301 | 149,923 | 162,588 | |
Other current assets | 31,154 | 30,699 | 18,975 | |
Total current assets | 186,010 | 205,546 | 209,643 | |
Property and equipment, net | 185,823 | 194,290 | 191,503 | |
Operating lease right-of-use assets | 479,760 | |||
Rental product, net | 80,973 | 81,809 | 91,843 | |
Goodwill | 6,160 | 6,160 | 6,160 | |
Investments in subsidiaries | 1,157,995 | 1,234,005 | 1,377,602 | |
Other assets | 5,250 | 7,590 | 12,290 | |
Total assets | 2,101,971 | 1,729,400 | 1,889,041 | |
CURRENT LIABILITIES: | ||||
Accounts payable | 79,695 | 201,799 | 237,341 | |
Accrued expenses and other current liabilities | 157,294 | 146,683 | 146,213 | |
Current portion of operating lease liabilities | 98,618 | |||
Current portion of long-term debt | 9,000 | 11,619 | 9,000 | |
Total current liabilities | 344,607 | 360,101 | 392,554 | |
Long-term debt, net | 1,145,651 | 1,153,242 | 1,207,377 | |
Operating lease liabilities | 405,847 | |||
Deferred taxes, net and other liabilities | 28,441 | 56,000 | 147,961 | |
Shareholders' equity | 177,425 | 160,057 | 141,149 | |
Total liabilities and shareholders' equity | $ 2,101,971 | 1,729,400 | 1,889,041 | |
Guarantor Subsidiaries | ||||
Condensed Consolidating Balance Sheet | ||||
Ownership of Guarantor subsidiaries (as a percent) | 100.00% | |||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | $ 2,091 | 1,496 | 2,215 | |
Accounts receivable, net | 174,552 | 264,884 | 321,918 | |
Inventories | 485,873 | 461,153 | 434,499 | |
Other current assets | 27,632 | 37,969 | 53,284 | |
Total current assets | 690,148 | 765,502 | 811,916 | |
Property and equipment, net | 201,464 | 209,814 | 201,939 | |
Operating lease right-of-use assets | 376,922 | |||
Rental product, net | 7,225 | 3,426 | 4,066 | |
Goodwill | 52,128 | 52,128 | 53,422 | |
Intangible assets, net | 146,937 | 153,712 | 154,580 | |
Other assets | 485 | 665 | 655 | |
Total assets | 1,475,309 | 1,185,247 | 1,226,578 | |
CURRENT LIABILITIES: | ||||
Accounts payable | 59,303 | 69,485 | 53,847 | |
Accrued expenses and other current liabilities | 123,864 | 109,654 | 124,928 | |
Current portion of operating lease liabilities | 73,346 | |||
Total current liabilities | 256,513 | 179,139 | 178,775 | |
Operating lease liabilities | 308,974 | |||
Deferred taxes, net and other liabilities | 28,172 | 45,069 | 47,365 | |
Shareholders' equity | 881,650 | 961,039 | 1,000,438 | |
Total liabilities and shareholders' equity | 1,475,309 | 1,185,247 | 1,226,578 | |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
CURRENT ASSETS: | ||||
Cash and cash equivalents | 16,227 | 52,965 | 63,914 | |
Accounts receivable, net | 74,042 | 82,204 | 50,882 | |
Inventories | 230,778 | 219,350 | 189,423 | |
Other current assets | 45,885 | 7,314 | 11,513 | |
Total current assets | 366,932 | 361,833 | 315,732 | |
Property and equipment, net | 33,901 | 35,068 | 33,665 | |
Operating lease right-of-use assets | 61,859 | |||
Rental product, net | 10,887 | 14,535 | 15,436 | |
Goodwill | 20,995 | 21,203 | 44,104 | |
Intangible assets, net | 8,372 | 10,189 | 11,301 | |
Other assets | 4,271 | 5,059 | 81,087 | |
Total assets | 507,217 | 447,887 | 501,325 | |
CURRENT LIABILITIES: | ||||
Accounts payable | 90,696 | 112,963 | 61,617 | |
Accrued expenses and other current liabilities | 57,764 | 40,233 | 35,788 | |
Current portion of operating lease liabilities | 13,836 | |||
Total current liabilities | 162,296 | 153,196 | 97,405 | |
Operating lease liabilities | 49,044 | |||
Deferred taxes, net and other liabilities | 19,532 | 21,725 | 26,756 | |
Shareholders' equity | 276,345 | 272,966 | 377,164 | |
Total liabilities and shareholders' equity | $ 507,217 | $ 447,887 | $ 501,325 |
CONDENSED CONSOLIDATING INFOR_4
CONDENSED CONSOLIDATING INFORMATION - Earnings (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 03, 2019 | Aug. 04, 2018 | Aug. 03, 2019 | Aug. 04, 2018 | |
Condensed Consolidating Statement of Earnings (Loss) | ||||
Total net sales | $ 789,488 | $ 823,430 | $ 1,570,875 | $ 1,641,394 |
Total cost of sales | 455,761 | 454,528 | 916,592 | 927,268 |
Total gross margin | 333,727 | 368,902 | 654,283 | 714,126 |
Operating expenses | 273,137 | 280,916 | 563,391 | 573,243 |
Operating income (loss) | 60,590 | 87,986 | 90,892 | 140,883 |
Interest income | 157 | 122 | 253 | 207 |
Interest expense | (18,258) | (20,864) | (36,921) | (42,845) |
Interest (expense) income, net | (18,101) | (20,742) | (36,668) | (42,638) |
Loss on extinguishment of debt, net | (8,122) | (20,833) | ||
(Loss) earnings before income taxes | 42,489 | 59,122 | 54,224 | 77,412 |
(Benefit) provision for income taxes | 8,223 | 9,884 | 12,816 | 14,265 |
(Loss) earnings before equity in net income of subsidiaries | 34,266 | 49,238 | 41,408 | 63,147 |
Net earnings (loss) | 34,266 | 49,238 | 41,408 | 63,147 |
Comprehensive income (loss) | 14,872 | 42,583 | 14,815 | 45,149 |
Eliminations | ||||
Condensed Consolidating Statement of Earnings (Loss) | ||||
Total net sales | (277,784) | (171,099) | (512,227) | (308,470) |
Total cost of sales | (277,784) | (171,099) | (512,227) | (308,470) |
Operating expenses | (29,465) | (14,485) | (43,182) | (27,151) |
Operating income (loss) | 29,465 | 14,485 | 43,182 | 27,151 |
Other income and expenses, net | (29,465) | (14,485) | (43,182) | (27,151) |
Equity in earnings (loss) of subsidiaries | (28,371) | (50,749) | (13,861) | (43,992) |
Net earnings (loss) | (28,371) | (50,749) | (13,861) | (43,992) |
Comprehensive income (loss) | (8,977) | (44,094) | 12,732 | (25,994) |
Tailored Brands, Inc. | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Earnings (Loss) | ||||
Operating expenses | 652 | 1,083 | 1,496 | 1,965 |
Operating income (loss) | (652) | (1,083) | (1,496) | (1,965) |
Interest (expense) income, net | (1,084) | (923) | (2,239) | (1,687) |
(Loss) earnings before income taxes | (1,736) | (2,006) | (3,735) | (3,652) |
(Benefit) provision for income taxes | (321) | (461) | (787) | (1,119) |
(Loss) earnings before equity in net income of subsidiaries | (1,415) | (1,545) | (2,948) | (2,533) |
Equity in earnings (loss) of subsidiaries | 35,681 | 50,783 | 44,356 | 65,680 |
Net earnings (loss) | 34,266 | 49,238 | 41,408 | 63,147 |
Comprehensive income (loss) | 14,872 | 42,583 | 14,815 | 45,149 |
The Men's Wearhouse, Inc. | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Earnings (Loss) | ||||
Total net sales | 422,224 | 443,685 | 848,347 | 889,932 |
Total cost of sales | 220,362 | 220,210 | 448,433 | 445,183 |
Total gross margin | 201,862 | 223,475 | 399,914 | 444,749 |
Operating expenses | 129,357 | 132,573 | 269,003 | 269,846 |
Operating income (loss) | 72,505 | 90,902 | 130,911 | 174,903 |
Interest (expense) income, net | (18,097) | (22,458) | (36,576) | (46,124) |
Loss on extinguishment of debt, net | (8,122) | (20,833) | ||
(Loss) earnings before income taxes | 54,408 | 60,322 | 94,335 | 107,946 |
(Benefit) provision for income taxes | 11,417 | 9,505 | 19,484 | 20,578 |
(Loss) earnings before equity in net income of subsidiaries | 42,991 | 50,817 | 74,851 | 87,368 |
Equity in earnings (loss) of subsidiaries | (7,310) | (34) | (30,495) | (21,688) |
Net earnings (loss) | 35,681 | 50,783 | 44,356 | 65,680 |
Comprehensive income (loss) | 22,838 | 50,681 | 26,332 | 66,772 |
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Earnings (Loss) | ||||
Total net sales | 371,325 | 386,319 | 784,433 | 767,740 |
Total cost of sales | 288,849 | 288,057 | 615,772 | 579,000 |
Total gross margin | 82,476 | 98,262 | 168,661 | 188,740 |
Operating expenses | 130,373 | 132,681 | 265,206 | 271,076 |
Operating income (loss) | (47,897) | (34,419) | (96,545) | (82,336) |
Other income and expenses, net | 28,318 | 14,485 | 42,035 | 27,151 |
Interest (expense) income, net | 1,100 | 2,131 | 2,575 | 4,145 |
(Loss) earnings before income taxes | (18,479) | (17,803) | (51,935) | (51,040) |
(Benefit) provision for income taxes | (4,254) | (2,557) | (9,335) | (10,568) |
(Loss) earnings before equity in net income of subsidiaries | (14,225) | (15,246) | (42,600) | (40,472) |
Net earnings (loss) | (14,225) | (15,246) | (42,600) | (40,472) |
Comprehensive income (loss) | (14,225) | (15,246) | (42,600) | (40,472) |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Condensed Consolidating Statement of Earnings (Loss) | ||||
Total net sales | 273,723 | 164,525 | 450,322 | 292,192 |
Total cost of sales | 224,334 | 117,360 | 364,614 | 211,555 |
Total gross margin | 49,389 | 47,165 | 85,708 | 80,637 |
Operating expenses | 42,220 | 29,064 | 70,868 | 57,507 |
Operating income (loss) | 7,169 | 18,101 | 14,840 | 23,130 |
Other income and expenses, net | 1,147 | 1,147 | ||
Interest (expense) income, net | (20) | 508 | (428) | 1,028 |
(Loss) earnings before income taxes | 8,296 | 18,609 | 15,559 | 24,158 |
(Benefit) provision for income taxes | 1,381 | 3,397 | 3,454 | 5,374 |
(Loss) earnings before equity in net income of subsidiaries | 6,915 | 15,212 | 12,105 | 18,784 |
Net earnings (loss) | 6,915 | 15,212 | 12,105 | 18,784 |
Comprehensive income (loss) | $ 364 | $ 8,659 | $ 3,536 | $ (306) |
CONDENSED CONSOLIDATING INFOR_5
CONDENSED CONSOLIDATING INFORMATION - Cash Flows (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 03, 2019 | Aug. 04, 2018 | |
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | $ 33,323 | $ 197,991 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (39,092) | (24,645) |
Proceeds from divestiture of business | 17,755 | |
Net cash provided by (used in) investing activities | (39,092) | (6,890) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on original term loan | (993,420) | |
Proceeds from new term loan | 895,500 | |
Payments on new term loan | (7,120) | (4,500) |
Proceeds from asset-based revolving credit facility | 673,500 | 199,500 |
Payments on asset-based revolving credit facility | (677,000) | (95,000) |
Repurchase and retirement of senior notes | (199,365) | |
Deferred financing costs | (5,644) | |
Cash dividends paid | (18,784) | (18,744) |
Proceeds from issuance of common stock | 879 | 4,113 |
Tax payments related to vested deferred stock units | (1,052) | (6,501) |
Net cash (used in) provided by financing activities | (29,577) | (224,061) |
Effect of exchange rate changes | (609) | (2,432) |
Increase (decrease) in cash and cash equivalent | (35,955) | (35,392) |
Balance at beginning of period | 55,431 | 103,607 |
Balance at end of period | 19,476 | 68,215 |
Eliminations | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (18,784) | (18,744) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Intercompany activities | 223,243 | 142,775 |
Net cash provided by (used in) investing activities | 223,243 | 142,775 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany activities | (204,459) | (124,031) |
Net cash (used in) provided by financing activities | (204,459) | (124,031) |
Tailored Brands, Inc. | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 18,957 | 21,132 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash dividends paid | (18,784) | (18,744) |
Proceeds from issuance of common stock | 879 | 4,113 |
Tax payments related to vested deferred stock units | (1,052) | (6,501) |
Net cash (used in) provided by financing activities | (18,957) | (21,132) |
The Men's Wearhouse, Inc. | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 204,479 | 320,774 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (13,550) | (6,058) |
Intercompany activities | (192,290) | (142,775) |
Net cash provided by (used in) investing activities | (205,840) | (148,833) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on original term loan | (993,420) | |
Proceeds from new term loan | 895,500 | |
Payments on new term loan | (7,120) | (4,500) |
Proceeds from asset-based revolving credit facility | 673,500 | 199,500 |
Payments on asset-based revolving credit facility | (677,000) | (95,000) |
Repurchase and retirement of senior notes | (199,365) | |
Deferred financing costs | (5,644) | |
Intercompany activities | 12,169 | (18,744) |
Net cash (used in) provided by financing activities | 1,549 | (221,673) |
Increase (decrease) in cash and cash equivalent | 188 | (49,732) |
Balance at beginning of period | 970 | 51,818 |
Balance at end of period | 1,158 | 2,086 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | 21,748 | (2,235) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (21,153) | (15,485) |
Proceeds from divestiture of business | 17,755 | |
Net cash provided by (used in) investing activities | (21,153) | 2,270 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Increase (decrease) in cash and cash equivalent | 595 | 35 |
Balance at beginning of period | 1,496 | 2,180 |
Balance at end of period | 2,091 | 2,215 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Consolidating Statement of Cash Flows | ||
Net cash provided by (used in) operating activities | (193,077) | (122,936) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Capital expenditures | (4,389) | (3,102) |
Intercompany activities | (30,953) | |
Net cash provided by (used in) investing activities | (35,342) | (3,102) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany activities | 192,290 | 142,775 |
Net cash (used in) provided by financing activities | 192,290 | 142,775 |
Effect of exchange rate changes | (609) | (2,432) |
Increase (decrease) in cash and cash equivalent | (36,738) | 14,305 |
Balance at beginning of period | 52,965 | 49,609 |
Balance at end of period | $ 16,227 | $ 63,914 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) | Aug. 17, 2019 | Aug. 16, 2019 | Aug. 04, 2018 | Aug. 03, 2019 |
Divestiture Of Business | ||||
Consideration received | $ 17,755,000 | |||
Corporate apparel business | Disposed of by sale | ||||
ASSETS | ||||
Cash and cash equivalents | $ 8,255,000 | |||
Accounts receivable, net | 33,485,000 | |||
Inventories | 99,506,000 | |||
Other current assets | 3,234,000 | |||
Property and equipment, net | 13,973,000 | |||
Other assets | 18,399,000 | |||
Total assets | 176,852,000 | |||
LIABILITIES | ||||
Accounts payable | 16,267,000 | |||
Accrued expenses and other current liabilities | 11,383,000 | |||
Other liabilities | 15,706,000 | |||
Total liabilities | $ 43,356,000 | |||
Subsequent Event | Corporate apparel business | Disposed of by sale | ||||
Divestiture Of Business | ||||
Total consideration | $ 62,000,000 | |||
Consideration received | 56,000,000 | |||
Deferred consideration | $ 6,000,000 | |||
Minimum | Subsequent Event | Corporate apparel business | Disposed of by sale | ||||
Divestiture Of Business | ||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 75,000,000 | |||
Maximum | Subsequent Event | Corporate apparel business | Disposed of by sale | ||||
Divestiture Of Business | ||||
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax | $ 85,000,000 |