Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
3-May-14 | Jun. 04, 2014 | |
Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'BANK JOS A CLOTHIERS INC /DE/ | ' |
Entity Central Index Key | '0000920033 | ' |
Current Fiscal Year End Date | '--01-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 3-May-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 28,004,839 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income (USD $) | 3 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | 3-May-14 | 4-May-13 | ||
Income Statement [Abstract] | ' | ' | ||
Net sales | $217,422 | [1] | $196,055 | [1] |
Cost of goods sold | 85,552 | 76,869 | ||
Gross profit | 131,870 | 119,186 | ||
Operating expenses: | ' | ' | ||
Sales and marketing, including occupancy costs | 96,921 | 88,701 | ||
General and administrative | 20,264 | 17,532 | ||
Strategic activity costs | 75,390 | 0 | ||
Total operating expenses | 192,575 | 106,233 | ||
Operating income | -60,705 | [2] | 12,953 | [2] |
Other income (expense): | ' | ' | ||
Interest income | 61 | 171 | ||
Interest expense | -11 | -5 | ||
Total other income (expense) | 50 | 166 | ||
Income (loss) before provision for income taxes | -60,655 | 13,119 | ||
Provision (benefit) for income taxes | -23,518 | 5,031 | ||
Net income (loss) | ($37,137) | $8,088 | ||
Earnings per share: | ' | ' | ||
Basic (in dollars per share) | ($1.33) | $0.29 | ||
Diluted (in dollars per share) | ($1.33) | $0.29 | ||
Weighted average shares outstanding: | ' | ' | ||
Basic (in shares) | 27,992 | 27,965 | ||
Diluted (in shares) | 27,992 | 28,047 | ||
[1] | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.†| |||
[2] | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall†contribution). Total Company shipping costs to customers of approximately $3.4 million and $4.7 million for the first quarter of fiscal years 2013 and 2014, respectively, were recorded to “Sales and marketing, including occupancy costs†in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other†consists primarily of costs included in general and administrative costs and strategic activity costs (in fiscal year 2014) and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | 3-May-14 | Feb. 01, 2014 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $338,420 | $305,531 |
Short-term investments | 0 | 139,969 |
Accounts receivable, net | 18,278 | 13,592 |
Inventories: | ' | ' |
Finished goods | 319,056 | 295,889 |
Raw materials | 11,194 | 8,433 |
Total inventories | 330,250 | 304,322 |
Prepaid expenses and other current assets | 28,891 | 23,060 |
Deferred tax asset - current | 25,406 | 0 |
Total current assets | 741,245 | 786,474 |
NONCURRENT ASSETS: | ' | ' |
Property, plant and equipment, net | 150,980 | 148,966 |
Other noncurrent assets | 278 | 298 |
Total assets | 892,503 | 935,738 |
CURRENT LIABILITIES: | ' | ' |
Accounts payable | 47,696 | 32,946 |
Accrued expenses | 98,137 | 115,023 |
Deferred tax liability — current | 0 | 1,819 |
Total current liabilities | 145,833 | 149,788 |
NONCURRENT LIABILITIES: | ' | ' |
Deferred rent | 40,469 | 41,296 |
Deferred tax liability — noncurrent | 9,463 | 11,158 |
Other noncurrent liabilities | 1,360 | 1,412 |
Total liabilities | 197,125 | 203,654 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
STOCKHOLDERS’ EQUITY: | ' | ' |
Preferred Stock | 0 | 0 |
Common stock | 279 | 279 |
Additional paid-in capital | 96,256 | 95,825 |
Retained earnings | 598,906 | 636,044 |
Accumulated other comprehensive income (loss) | -63 | -64 |
Total stockholders’ equity | 695,378 | 732,084 |
Total liabilities and stockholders’ equity | $892,503 | $935,738 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 | ||
Cash flows from operating activities: | ' | ' | ||
Net income (loss) | ($37,137) | $8,088 | ||
Adjustments to reconcile net income to net cash (used in) operating activities: | ' | ' | ||
Depreciation and amortization | 7,401 | 7,493 | ||
Loss on disposals of property, plant and equipment | 45 | 28 | ||
Non-cash equity compensation | 690 | 510 | ||
Deferred taxes | -28,920 | -542 | ||
Net (increase) in operating working capital and other components | -43,075 | -65,860 | ||
Net cash (used in) operating activities | -100,996 | -50,283 | ||
Cash flows from investing activities: | ' | ' | ||
Capital expenditures | -5,825 | [1] | -5,895 | [1] |
Proceeds from maturities of short-term investments | 139,969 | 140,915 | ||
Payments to acquire short-term investments | 0 | -124,934 | ||
Net cash provided by investing activities | 134,144 | 10,086 | ||
Cash flows from financing activities: | ' | ' | ||
Income tax benefit (detriment) from equity compensation plans | 90 | -40 | ||
Net proceeds from issuance of common stock | 0 | 0 | ||
Tax payments related to equity compensation plans | -349 | -173 | ||
Net cash (used in) financing activities | -259 | -213 | ||
Net increase (decrease) in cash and cash equivalents | 32,889 | -40,410 | ||
Cash and cash equivalents - beginning of period | 305,531 | 71,288 | ||
Cash and cash equivalents - end of period | $338,420 | $30,878 | ||
[1] | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended | |
3-May-14 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
BASIS OF PRESENTATION | ' | |
BASIS OF PRESENTATION | ||
Jos. A. Bank Clothiers, Inc. is a nationwide designer, manufacturer, retailer and direct marketer (through stores, catalog and Internet) of men’s tailored and casual clothing and accessories and is a retailer of tuxedo rental products. The unaudited condensed consolidated financial statements include the accounts of Jos. A. Bank Clothiers, Inc. and its wholly-owned subsidiaries (collectively referred to as “we”, “our” or “us”). All intercompany balances and transactions have been eliminated in consolidation. | ||
The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the fiscal year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of the operating results for these periods. These adjustments are of a normal recurring nature. | ||
We operate on a 52-53 week fiscal year ending on the Saturday closest to January 31. The following fiscal years ended or will end on the dates indicated and will be referred to herein by their fiscal year designations: | ||
Fiscal year 2009 | January 30, 2010 | |
Fiscal year 2010 | January 29, 2011 | |
Fiscal year 2011 | January 28, 2012 | |
Fiscal year 2012 | February 2, 2013 | |
Fiscal year 2013 | February 1, 2014 | |
Fiscal year 2014 | January 31, 2015 | |
Each fiscal year noted above consisted or consists of 52 weeks except fiscal year 2012, which consisted of 53 weeks. | ||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and therefore do not include all of the information and footnotes required by GAAP for comparable annual financial statements. Certain information has been derived from our audited Annual Report on Form 10-K for fiscal year 2013, as amended by Amendment No. 1 to Form 10-K/A, and certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for fiscal year 2013, as amended by Amendment No. 1 to Form 10-K/A. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
3-May-14 | |
Accounting Policies [Abstract] | ' |
SIGNIFICANT ACCOUNTING POLICIES | ' |
SIGNIFICANT ACCOUNTING POLICIES | |
Cash and Cash Equivalents - Cash and cash equivalents include bank deposit accounts, money market accounts and other highly liquid investments with original maturities of 90 days or less. At May 3, 2014, substantially all of the cash and cash equivalents were invested in U.S. Treasury bills with original maturities of 90 days or less and overnight federally-sponsored agency notes (notes issued by the Federal Home Loan Banks). | |
Short-term Investments - Short-term investments consist of investments in securities with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At May 3, 2014, we had no short-term investments. | |
Inventories - We record inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. We capitalize into inventory certain sourcing, warehousing and freight delivery costs associated with shipping our merchandise to the point of sale. We periodically review quantities of inventories on hand and compare these amounts to the expected sales of each product. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to estimated net realizable value. | |
Landlord Contributions - We typically receive reimbursement from landlords for a portion of the cost of leasehold improvements for new stores and, occasionally, for renovations and relocations. These landlord contributions are initially accounted for as an increase to Deferred rent and as an increase to Prepaid expenses and other current assets when the related store is opened. When collected, we record cash and reduce the prepaid expenses and other current assets account. The collection of landlord contributions is presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The deferred rent is amortized over the lease term in a manner that is consistent with our policy to straight-line rent expense over the term of the lease. The amortization is recorded as a reduction to sales and marketing expense, which is consistent with the classification of lease expense. | |
Gift Cards and Certificates - We sell gift cards and gift certificates to individuals and companies. Our incentive gift certificates are used by various companies as a reward for achievement for their employees. We also redeem proprietary gift cards and gift certificates marketed by third-party premium/incentive companies. We record a liability (within "Accrued expenses") when a gift card/certificate is purchased. As the gift card/certificate is redeemed, we reduce the liability and record revenue. Substantially all of our gift cards/certificates do not have expiration dates and they are all subject to state escheatment laws. Based on historical experience, gift cards/certificates redemptions after the escheatment due date are remote and we recognize any income (also referred to as “breakage”) on these unredeemed gift cards/certificates on a specific identification basis on the escheatment due date. | |
Tuxedo Rental Products - Revenues from tuxedo rental products are recognized on a gross basis upon delivery of rental products to customers. When a customer orders a tuxedo rental from us, we place an order with a national distributor who delivers the product to our stores, typically within several days prior to the intended use. The national distributor owns the rental product and charges the Company a rental cost for each rental and delivery which is recorded to Cost of goods sold. | |
Equity Compensation -We account for our equity awards in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), which requires the compensation cost resulting from all share-based awards to be recognized in the financial statements. The amount of compensation is measured based on the grant-date fair value of the awards and is recognized over the vesting period of the awards. The vesting of awards to both the officers and directors is subject to service conditions being met, currently ranging from one to three years. Additionally, the vesting of awards to officers is subject to performance conditions being met in the fiscal year that the awards are granted such as, among other things, the attainment of certain annual earnings and performance goals. For these officer awards, we estimate the probability that such goals will be attained based on results-to-date at each interim quarter-end and record compensation cost to "General and administrative expense" for these awards based on the awards projected to vest. For the officers awards granted on April 2, 2014 (the "2014 Awards"), if the Merger (hereafter defined) occurs prior to the end of fiscal year 2014, the Merger Agreement (hereafter defined) provides that the number of shares earned and payable on the closing of the Merger for these awards will be calculated assuming maximum performance with respect to all performance goals and then pro-rated for the number of days elapsed in the performance period at the time of the Merger. Share-based compensation expense recognized for the first quarter of fiscal year 2014 related to equity awards issued under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (“Equity Incentive Plan”) was approximately $0.7 million, and the tax benefit recognized related to this compensation was approximately $0.3 million. As the Merger is anticipated to occur prior to the end of fiscal year 2014, the expense recognized for fiscal year 2014 is reflective of the portion of the 2014 Awards expected to be earned based on the estimated time of the Merger. Share based compensation expense for the first quarter of fiscal year 2013 was approximately $0.5 million and the tax benefit recognized related to this compensation was approximately $0.2 million. | |
Recently Proposed Amendments to Accounting Standards | |
- In May 2013, the FASB issued an updated exposure draft, “Leases” (the “Exposure Draft”), which would replace the existing guidance in ASC 840, “Leases.” Under the Exposure Draft, a lessee's rights and obligations under all leases, including existing and new arrangements, would be recognized as assets and liabilities, respectively, on the balance sheet. A final standard is expected to be issued in 2014 and is expected to be effective no earlier than our fiscal year 2017 annual reporting period. If this lease guidance becomes effective on the terms currently proposed by FASB, it will likely have a significant impact on our consolidated financial statements. However, as the standard-setting process is still ongoing, we are unable to determine at this time the impact this proposed change in accounting may have on our consolidated financial statements. | |
Supplemental_Cash_Flow_Disclos
Supplemental Cash Flow Disclosure | 3 Months Ended | |||||||
3-May-14 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
SUPPLEMENTAL CASH FLOW DISCLOSURE | ' | |||||||
SUPPLEMENTAL CASH FLOW DISCLOSURE | ||||||||
The net changes in operating working capital and other components consist of the following: | ||||||||
Three Months Ended | ||||||||
May 4, 2013 | May 3, 2014 | |||||||
(In thousands) | ||||||||
(Increase) in accounts receivable | $ | (10,429 | ) | $ | (4,686 | ) | ||
(Increase) in inventories | (29,864 | ) | (25,928 | ) | ||||
(Increase) in prepaids and other assets | (3,252 | ) | (5,811 | ) | ||||
Increase (decrease) in accounts payable | (12,449 | ) | 14,750 | |||||
(Decrease) in accrued expenses | (8,183 | ) | (20,521 | ) | ||||
(Decrease) in deferred rent and other noncurrent liabilities | (1,683 | ) | (879 | ) | ||||
Net (increase) in operating working capital and other components | $ | (65,860 | ) | $ | (43,075 | ) | ||
Interest and income taxes paid were as follows: | ||||||||
Three Months Ended | ||||||||
May 4, 2013 | May 3, 2014 | |||||||
(In thousands) | ||||||||
Interest paid | $ | 4 | $ | 7 | ||||
Income taxes paid | $ | 10,957 | $ | 26,152 | ||||
As of May 4, 2013 and May 3, 2014, included in “Property, plant and equipment, net” and “Accrued expenses” in the Condensed Consolidated Balance Sheets are $9.7 million and $10.6 million, respectively, of accrued property, plant and equipment additions that have been incurred but not invoiced by vendors, and therefore, not paid by the end of the respective periods. The net increase in accrued property, plant, and equipment additions of $1.1 million and $3.6 million for the first three months of fiscal years 2013 and 2014, respectively, and are excluded from payments for capital expenditures and changes in accrued expenses in the Condensed Consolidated Statements of Cash Flows, as these changes are non-cash items. |
Earnings_Per_Share
Earnings Per Share | 3 Months Ended | |||||
3-May-14 | ||||||
Earnings Per Share [Abstract] | ' | |||||
EARNINGS PER SHARE | ' | |||||
EARNINGS PER SHARE | ||||||
Basic earnings per share (“EPS”) is calculated by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income by the diluted weighted average common shares, which reflects the potential dilution related to common stock equivalents. The weighted average shares used to calculate basic and diluted EPS are as follows: | ||||||
Three Months Ended | ||||||
May 4, 2013 | May 3, 2014 | |||||
(In thousands) | ||||||
Weighted average shares outstanding for basic EPS | 27,965 | 27,992 | ||||
Dilutive effect of common stock equivalents | 82 | — | ||||
Weighted average shares outstanding for diluted EPS | 28,047 | 27,992 | ||||
We use the treasury method for calculating the dilutive effect of common stock equivalents. For the first quarter of fiscal year 2014, the dilutive effect of common stock equivalents was not included since we had a net loss. For the first quarter of fiscal year 2013, there were no anti-dilutive common stock equivalents. |
Income_Taxes
Income Taxes | 3 Months Ended |
3-May-14 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Condensed Consolidated Statements of Income in the period that includes the enactment date. | |
We account for uncertainties in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in financial statements. We recognize tax liabilities for uncertain income tax positions (“unrecognized tax benefits”) where an evaluation has indicated that it is more likely than not that the tax positions will not be sustained in an audit. We estimate the unrecognized tax benefits as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We re-evaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. The re-evaluations are based on many factors, including, but not limited to, changes in facts or circumstances, changes in tax law, settled issues as a result of audits, expirations due to statutes of limitations, and new federal or state audit activity. We also recognize accrued interest and penalties related to these unrecognized tax benefits. Changes in these accrued items are included in the provision for income taxes in the Condensed Consolidated Statements of Income. | |
The effective income tax rate for the first quarter of fiscal year 2014 was 38.8% as compared with 38.3% for the first quarter of fiscal year 2013. The higher effective rate for the first quarter of fiscal year 2014 as compared to the same period of fiscal year 2013 was primarily related to non-deductible employee compensation expected in fiscal year 2014. The Company has recognized a tax benefit for costs of approximately $27.3 million associated with acquisition-related activities in fiscal year 2014. Certain of these costs may be capitalized for tax purposes if an acquisition is completed, resulting in a reversal of tax benefits previously recognized. | |
Significant changes to U.S. federal or state income tax rules could occur as part of future legislation. Such changes could influence our future income tax expense and/or the timing of income tax deductions. The impact of such changes on our business operations and financial statements remains uncertain. However, as the possibility of any enactment progresses, we will continue to monitor current developments and assess the potential implications of these tax law changes on our business and consolidated financial statements. | |
We file federal income tax returns and state and local income tax returns in various jurisdictions. The Internal Revenue Service (“IRS”) has audited our tax returns through fiscal year 2008, including its examination of the tax returns for fiscal years 2007 and 2008, which was finalized in October 2010. No material adjustments were required to these tax returns as a result of the examination by the IRS. For the years before fiscal year 2010, the majority of our state and local income tax returns are no longer subject to examinations by taxing authorities |
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||||||||||
3-May-14 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
SEGMENT REPORTING | ' | |||||||||||||||
SEGMENT REPORTING | ||||||||||||||||
We have two reportable segments: Stores and Direct Marketing. The Stores segment includes all Company-owned stores excluding Factory stores (“Full-line Stores”). The Direct Marketing segment includes our catalog call center and Internet operations. While each segment offers a similar mix of men’s clothing to the retail customer, the Stores segment also provides complete alterations, while the Direct Marketing segment provides certain limited alterations. | ||||||||||||||||
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We evaluate performance of the segments based on “four wall” contribution, which excludes any allocation of overhead from the corporate office and the distribution centers (except order fulfillment costs, which are allocated to Direct Marketing), interest and income taxes. | ||||||||||||||||
Our segments are strategic business units that offer similar products to retail customers by two distinctively different methods. Stores segment customers travel to Company stores to purchase merchandise and/or alterations and typically take their purchases with them from the Stores. Most of our Direct Marketing segment customers visit one or more of our Internet web sites and order online. Some of our Direct Marketing customers order through our catalog by phone, mail or fax. Direct Marketing purchases are shipped to the customer. | ||||||||||||||||
Segment data is presented in the following tables: | ||||||||||||||||
Three months ended May 3, 2014 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 180,815 | $ | 26,046 | $ | 10,561 | $ | 217,422 | ||||||||
Depreciation and amortization | 5,913 | 203 | 1,285 | 7,401 | ||||||||||||
Operating income (loss) (b) | 30,452 | 5,143 | (96,300 | ) | (60,705 | ) | ||||||||||
Capital expenditures (c) | 4,370 | 1 | 1,454 | 5,825 | ||||||||||||
Three months ended May 4, 2013 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 165,910 | $ | 20,887 | $ | 9,258 | $ | 196,055 | ||||||||
Depreciation and amortization | 6,094 | 204 | 1,195 | 7,493 | ||||||||||||
Operating income (loss) (b) | 26,462 | 5,620 | (19,129 | ) | 12,953 | |||||||||||
Capital expenditures (c) | 5,106 | 7 | 782 | 5,895 | ||||||||||||
________________________________________ | ||||||||||||||||
(a) | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.” | |||||||||||||||
(b) | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $3.4 million and $4.7 million for the first quarter of fiscal years 2013 and 2014, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and strategic activity costs (in fiscal year 2014) and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. | |||||||||||||||
(c) | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
Legal_Matters
Legal Matters | 3 Months Ended |
3-May-14 | |
Loss Contingency, Information about Litigation Matters [Abstract] | ' |
LEGAL MATTERS | ' |
LEGAL MATTERS | |
On August 29, 2012, Patrick Edward Camasta, individually and as the representative of a class of similarly situated persons, filed a putative class action complaint (the “Original Camasta Complaint”) against the Company in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois (Case No. 12CH4405). The Company removed the case to the United States District Court for the Northern District of Illinois, Eastern Division (Case No. 12 CV 7782). The Original Camasta Complaint alleges, among other things, that the Company's pattern and practice of advertising its normal retail prices as temporary price reductions violate the Illinois Consumer Fraud and Deceptive Business Practices Act and the Illinois Uniform Deceptive Trade Practices Act. The Original Camasta Complaint seeks, among other relief, certification of the case as a class action, actual and punitive damages, attorney fees and costs and injunctive relief. On February 7, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the Original Camasta Complaint in its entirety, without prejudice. On March 1, 2013, Camasta filed a First Amended Class Action Complaint in the said United States District Court making substantially the same allegations as in the Original Camasta Complaint. On July 25, 2013, upon the motion of the Company, the said U.S. District Court issued a Memorandum Opinion and Order dismissing the First Amended Class Action Complaint in its entirety, with prejudice. Camasta has appealed the dismissal to the United States Court of Appeals for the Seventh Circuit. | |
On July 30, 2013, Matthew B. Johnson, et al., on behalf of themselves and all Ohio residents similarly situated (the “Johnson Plaintiffs”), filed a putative class action complaint (the “Original Johnson Complaint”) against the Company in the U.S. District Court for the Southern District of Ohio, Eastern District (Case No. 2:13-cv-756). The Original Johnson Complaint alleges, among other things, deceptive sales and marketing practices by the Company relating to its use of the words “free” and “regular price.” The Original Johnson Complaint seeks, among other relief, class certification, compensatory damages, declaratory relief, injunctive relief and costs and disbursements (including attorneys’ fees). On January 8, 2014, upon the motion of the Company, the U.S. District Court issued an Opinion and Order dismissing the Original Johnson Complaint in its entirety, without prejudice. On January 31, 2014, the Johnson Plaintiffs filed a First Amended Class Action Complaint in the U.S. District Court making substantially the same allegations as the Original Johnson Complaint. On February 21, 2014, the Company filed a motion to dismiss. The Company believes the claims are without merit and intends to defend against them vigorously. (The law firm which filed the original Johnson Complaint and amended complaint on behalf of the plaintiffs is one of the law firms which filed the "Schneider Complaint," which is discussed in our Quarterly Report on Form 10-Q for the quarterly period ended May 4, 2013. On July 24, 2013, the Schneider Complaint was voluntarily dismissed by the plaintiffs from the United States District Court for the Northern District of Ohio. Approximately one week later, the substantially similar Johnson Complaint was filed in United States District Court for the Southern District of Ohio.) | |
On January 29, 2014, State-Boston Retirement System (“Boston”), a purported Company stockholder, filed a purported class action complaint against the Company’s directors (the “Boston Defendants”) in the Delaware Court of Chancery, captioned State-Boston Retirement System v. Wildrick, et al., C.A. No. 9291. In its complaint, Boston asks the court to: (i) certify a purported class action lawsuit, designating Boston and Boston’s counsel as representatives of the purported class; (ii) declare that the Boston Defendants breached their fiduciary duties of loyalty and care to the Company; (iii) enjoin the Boston Defendants from committing any further purported fiduciary duty breaches; (iv) enjoin the effectuation of the Company’s Rights Agreement, forcing the Board to redeem or invalidate the Rights Agreement; (v) enjoin the Boston Defendants from entering into any agreement on behalf of the Company to acquire another company or material assets; (vi) award Boston costs, expenses and disbursements of the Boston litigation, including attorneys’ and experts’ fees and, if applicable, pre-judgment and post-judgment interest; and (v) award Boston and the purported class such other relief as the court deems just, equitable, and proper. | |
On March 4, 2014, Boston filed a motion for leave to file a second amended complaint that purports to raise direct claims against the Boston Defendants (the “Amended Boston Complaint”). In addition to the allegations described above, the Amended Boston Complaint, among other things, alleges that the Boston Defendants breached their fiduciary duties by moving forward with the Everest Transactions (hereinafter defined) while failing to give good-faith consideration of a revised offer from Java (hereinafter defined) to acquire all outstanding Shares (hereinafter defined) at a price of $63.50 per share. In addition to the requests mentioned above, the Amended Boston Complaint asks the court to (i) determine that the action is a proper derivative action and to excuse demand, and (ii) enjoin the Company from consummating the Everest Transactions. On March 11, 2014, the Company, Men's Wearhouse (hereinafter defined) and Java entered into the Merger Agreement and the Company terminated the Everest Purchase Agreement (hereinafter defined). The Company believes the claims are without merit and intends to defend against them vigorously. | |
On May 8, 2014, Nicholas Derby, individually and on behalf of all others similarly situated, filed a putative class action complaint (the “Derby Complaint”) against the Company in the Superior Court Department Business Litigation Session for Suffolk County, Massachusetts (C.A. No. 14-1512 BLS). The Derby Complaint alleges, among other things, that the Company violated Massachusetts law through its practice of requiring, as a condition of using a credit card to make a purchase, plaintiff’s and class members’ personal identification information, specifically their ZIP codes. The Derby Complaint seeks, among other relief, class certification, declaratory relief, statutory damages, double or treble damages, litigation expenses and attorneys’ fees. The Company believes the claims are without merit and intends to defend against them vigorously. | |
In addition to the litigation discussed above, we are a party to routine litigation matters that are incidental to our business and are currently not expected to be material. From time to time, additional legal matters in which we may be named as a defendant are expected to arise in the normal course of our business activities. | |
Except as otherwise set forth above, the resolution of our litigation matters cannot be accurately predicted and we have not estimated the costs or potential losses, if any, associated with these matters. Accordingly, we cannot determine whether our insurance coverage, if any, would be sufficient to cover such costs or potential losses, if any, and we have not recorded any provision for cost or loss associated with these actions. It is possible that our consolidated financial statements could be materially impacted in a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these actions. |
Merger_Activity
Merger Activity | 3 Months Ended |
3-May-14 | |
Business Combinations [Abstract] | ' |
MERGER ACTIVITY | ' |
MERGER ACTIVITY | |
Java Corp., a Delaware corporation (“Java”) and a wholly owned subsidiary of The Men's Wearhouse, Inc., a Texas corporation, (“Men’s Wearhouse”) has commenced a tender offer to acquire all outstanding shares of common stock of the Company, par value $0.01 per share (such securities, together with the associated preferred share purchase rights, the “Shares”), at a price of $65.00 per Share, net to the seller in cash (less any required withholding taxes and without interest) (the “Offer Price”) as more fully disclosed in a Tender Offer Statement on Schedule TO, dated March 20, 2014, (the “Schedule TO”) filed with the Securities and Exchange Commission (the “SEC”). The tender offer and related purchase are upon the terms and subject to the conditions set forth in the Second Amended and Restated Offer to Purchase, dated March 20, 2014, (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Second Amended Offer”) filed by Java and Men’s Wearhouse with the SEC on March 20, 2014. | |
The Second Amended Offer is being made pursuant to the Agreement and Plan of Merger, dated as of March 11, 2014, by and among the Company, Men’s Wearhouse and Java (together with any amendments or supplements thereto, the “Merger Agreement”). The Second Amended Offer, if consummated, will be followed by a merger (the “Merger”) of Java with and into the Company, with the Company as the surviving corporation and a wholly owned subsidiary of Men’s Wearhouse, pursuant to the procedure provided under Section 251(h) of the Delaware General Corporation Law (the “DGCL”) without any additional stockholder approvals. In the Merger, any Shares not tendered into the Second Amended Offer, other than Shares held by the Company, Men’s Wearhouse, Java or stockholders who have validly exercised and perfected (and not lost or withdrawn) their appraisal rights under the DGCL, will be cancelled and automatically converted into the right to receive the same per share consideration paid to stockholders in the Second Amended Offer. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Share outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury stock or owned by Men’s Wearhouse or Java, which will be cancelled and will cease to exist, and (ii) Shares owned by Company’s stockholders who perfect their appraisal rights under the DGCL) will be converted into cash equal in form and amount to the Offer Price paid in the Second Amended Offer. The transactions contemplated under the Merger Agreement and the Second Amended Offer are herein referred as the “Merger Transactions." | |
The Merger Agreement contains representations, warranties and covenants of the parties customary for transactions of this type. The Company has also agreed to customary covenants governing the conduct of its business, including an obligation to conduct its business and operations in the ordinary course and consistent with past practices until the Effective Time. Subject to certain limited exceptions in the Merger Agreement, the Company has agreed not to solicit, initiate or participate in discussions with third parties regarding other proposals to acquire the Company and has agreed to certain restrictions on its ability to respond to such proposals, subject to the exercise of the fiduciary duties of the board of directors of the Company (the “Board”). The Merger Agreement also contains certain termination provisions for the Company and Men’s Wearhouse. If we terminate the Merger Agreement in connection with a superior proposal under certain specified circumstances, we may be required to pay Men’s Wearhouse a termination fee of $60 million. Alternatively, Men’s Wearhouse may be required to pay the Company a termination fee of $75 million if the Merger Agreement is terminated under any of the following conditions: (i) applicable law or a temporary restraining order, preliminary or permanent injunction or other judgment, order or decree, in each case, with respect to Section 7 of the Clayton Antitrust Act of 1914 or any other applicable antitrust law, is entered, enacted, promulgated, enforced or issued by any court or other governmental entity of competent jurisdiction in the United States or any material foreign jurisdiction and remains in effect which has the effect of prohibiting the consummation of the Merger Transactions; (ii) if the Second Amended Offer is not consummated by September 30, 2014, and as of such date any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the "HSR Act") applicable to the Second Amended Offer shall not have expired or been terminated; or (iii) subject, in certain cases, to a notice and cure period, there shall have been a material breach by Men’s Wearhouse or Java of the covenant relating to obtaining antitrust and any other regulatory approvals that resulted or would reasonably be expected to result in the failure of Men’s Wearhouse or Java to consummate the closing of the Second Amended Offer or the Merger in accordance with the terms of the Merger Agreement. | |
At a meeting held on March 11, 2014, the Board unanimously (i) determined that the Merger Agreement, the Second Amended Offer, the Merger and the other transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders, (ii) adopted and approved the Merger Agreement and the transactions contemplated thereby and (iii) resolved to recommend that the stockholders of the Company accept the Second Amended Offer and tender their Shares to Java pursuant to the Second Amended Offer. | |
Prior to entering into the Merger Agreement, the Company had entered into a Membership Interest Purchase Agreement (the “Everest Purchase Agreement”) pursuant to which the Company agreed to purchase from Everest Topco LLC (“Everest Topco”) all of the outstanding limited liability company interests of Everest Holdings LLC, a Delaware limited liability company (“Everest Holdings”). Everest Holdings is a holding company for the Eddie Bauer brand and its related businesses and operations. The transactions which were to be consummated under the Everest Purchase Agreement are herein referred to as the “Everest Transactions.” On March 11, 2014, prior to the execution and delivery of the Merger Agreement, the Company terminated the Everest Purchase Agreement as a result of the Board’s determination that the Second Amended Offer constituted a “Superior Proposal,” as defined in the Everest Purchase Agreement. The Company paid to Everest Topco a termination fee of $48 million and reimbursed Everest Topco $.5 million for certain expenses pursuant to the Everest Purchase Agreement. | |
On March 20, 2014, Men’s Wearhouse and Java amended the Schedule TO to reflect the terms of the Second Amended Offer, including the extension of the expiration date to 5:00 p.m., New York City time on April 9, 2014. Men’s Wearhouse and Java have made subsequent amendments to the Schedule TO to extend the expiration date of the Second Amended Offer further, most recently extending the date to 5:00 p.m., New York City time on June 19, 2014. On May 30, 2014, the Federal Trade Commission granted termination of the waiting period under the HSR Act. | |
A copy of the Merger Agreement is filed as Exhibit 2.1 to our Annual Report on Form 10-K for fiscal year 2013 and is incorporated herein by reference. The foregoing descriptions of the Merger Agreement and the Second Amended Offer are qualified in their entirety by reference to the Merger Agreement, the Offer to Purchase and the Letter of Transmittal. A copy of the Everest Purchase Agreement is filed as Exhibit 2.2 to our Annual Report on Form 10-K for fiscal year 2013 and is incorporated herein by reference. The foregoing description of the Everest Purchase Agreement is qualified in its entirety by reference to the Everest Purchase Agreement. The acquisition, if completed, may have material impacts on the business strategy, liquidity, operating results, financial commitments, and financial position of the Company. The discussion in this report generally does not address or quantify such impact. | |
Related to the agreements discussed above, the Company expects to incur transaction-related costs of approximately $100 million to $110 million in fiscal year 2014, including $71.5 million of costs incurred in the first three months of fiscal year 2014, and the amount may vary significantly depending on the timing of the transaction. This range includes the $48.5 million paid to Everest Topco and includes approximately $30 million of costs that are contingent upon the Merger Transactions closing. In addition to the transaction-related costs above, the Company expects to incur incentive compensation costs triggered by the Merger Transactions of approximately $10.5 million to $11.0 million, including $3.9 million of costs recorded in the first three months of fiscal year 2014. These costs of $71.5 million and $3.9 million are included in Strategic activity costs in the accompanying Condensed Consolidated Statements of Income. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
3-May-14 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | |
The Company has a consulting agreement (the "Consulting Agreement") with Robert N. Wildrick, our current Chairman of the Board to consult on matters of strategic planning and initiatives. As a result of the Merger Agreement, the Company, Men’s Wearhouse and Mr. Wildrick entered into a binding term sheet (the “Term Sheet”) with respect to the compensation of Mr. Wildrick and the obligations of the Company under the Consulting Agreement, and certain other agreements of Mr. Wildrick, the Company and Men's Wearhouse. The Term Sheet generally provides that (i) pursuant to the Consulting Agreement, Mr. Wildrick will be paid $1.8 million in respect of consulting services he has provided through March 8, 2014 in excess of those required under the Consulting Agreement, (ii) the amount of such additional fees Mr. Wildrick may earn between March 11, 2014 and the consummation of the Merger Transactions is limited to $.5 million. Through the first three months of fiscal year 2014, the Company incurred approximately $2.3 million of additional consulting fees as a result of the additional services performed by Mr. Wildrick which are included in Strategic activity costs in the accompanying Condensed Consolidated Statements of Income. For a more detailed description of the Consulting Agreement see our annual report on Form 10-K for fiscal year ended 2013, as amended by Amendment No. 1 on Form 10-K/A. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
3-May-14 | |
Accounting Policies [Abstract] | ' |
Cash and Cash Equivalents | ' |
Cash and cash equivalents include bank deposit accounts, money market accounts and other highly liquid investments with original maturities of 90 days or less. At May 3, 2014, substantially all of the cash and cash equivalents were invested in U.S. Treasury bills with original maturities of 90 days or less and overnight federally-sponsored agency notes (notes issued by the Federal Home Loan Banks). | |
Short-term Investments | ' |
Short-term investments consist of investments in securities with remaining maturities of less than one year, excluding investments with original maturities of 90 days or less. At May 3, 2014, we had no short-term investments. | |
Inventories | ' |
We record inventory at the lower of cost or market (“LCM”). Cost is determined using the first-in, first-out method. We capitalize into inventory certain sourcing, warehousing and freight delivery costs associated with shipping our merchandise to the point of sale. We periodically review quantities of inventories on hand and compare these amounts to the expected sales of each product. We record a charge to cost of goods sold for the amount required to reduce the carrying value of inventory to estimated net realizable value. | |
Landlord Contributions | ' |
We typically receive reimbursement from landlords for a portion of the cost of leasehold improvements for new stores and, occasionally, for renovations and relocations. These landlord contributions are initially accounted for as an increase to Deferred rent and as an increase to Prepaid expenses and other current assets when the related store is opened. When collected, we record cash and reduce the prepaid expenses and other current assets account. The collection of landlord contributions is presented in the Condensed Consolidated Statements of Cash Flows as an operating activity. The deferred rent is amortized over the lease term in a manner that is consistent with our policy to straight-line rent expense over the term of the lease. The amortization is recorded as a reduction to sales and marketing expense, which is consistent with the classification of lease expense. | |
Gift Cards and Certificates | ' |
We sell gift cards and gift certificates to individuals and companies. Our incentive gift certificates are used by various companies as a reward for achievement for their employees. We also redeem proprietary gift cards and gift certificates marketed by third-party premium/incentive companies. We record a liability (within "Accrued expenses") when a gift card/certificate is purchased. As the gift card/certificate is redeemed, we reduce the liability and record revenue. Substantially all of our gift cards/certificates do not have expiration dates and they are all subject to state escheatment laws. Based on historical experience, gift cards/certificates redemptions after the escheatment due date are remote and we recognize any income (also referred to as “breakage”) on these unredeemed gift cards/certificates on a specific identification basis on the escheatment due date. | |
Tuxedo Rental Product | ' |
Revenues from tuxedo rental products are recognized on a gross basis upon delivery of rental products to customers. When a customer orders a tuxedo rental from us, we place an order with a national distributor who delivers the product to our stores, typically within several days prior to the intended use. The national distributor owns the rental product and charges the Company a rental cost for each rental and delivery which is recorded to Cost of goods sold. | |
Equity Compensation | ' |
We account for our equity awards in accordance with FASB ASC 718, “Share-Based Payment” (“ASC 718”), which requires the compensation cost resulting from all share-based awards to be recognized in the financial statements. The amount of compensation is measured based on the grant-date fair value of the awards and is recognized over the vesting period of the awards. The vesting of awards to both the officers and directors is subject to service conditions being met, currently ranging from one to three years. Additionally, the vesting of awards to officers is subject to performance conditions being met in the fiscal year that the awards are granted such as, among other things, the attainment of certain annual earnings and performance goals. For these officer awards, we estimate the probability that such goals will be attained based on results-to-date at each interim quarter-end and record compensation cost to "General and administrative expense" for these awards based on the awards projected to vest. For the officers awards granted on April 2, 2014 (the "2014 Awards"), if the Merger (hereafter defined) occurs prior to the end of fiscal year 2014, the Merger Agreement (hereafter defined) provides that the number of shares earned and payable on the closing of the Merger for these awards will be calculated assuming maximum performance with respect to all performance goals and then pro-rated for the number of days elapsed in the performance period at the time of the Merger. Share-based compensation expense recognized for the first quarter of fiscal year 2014 related to equity awards issued under the Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (“Equity Incentive Plan”) was approximately $0.7 million, and the tax benefit recognized related to this compensation was approximately $0.3 million. As the Merger is anticipated to occur prior to the end of fiscal year 2014, the expense recognized for fiscal year 2014 is reflective of the portion of the 2014 Awards expected to be earned based on the estimated time of the Merger. Share based compensation expense for the first quarter of fiscal year 2013 was approximately $0.5 million and the tax benefit recognized related to this compensation was approximately $0.2 million |
Income_Taxes_Policies
Income Taxes (Policies) | 3 Months Ended |
3-May-14 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Uncertainties | ' |
Income taxes are accounted for under the asset and liability method in accordance with FASB ASC 740, “Income Taxes,” (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Condensed Consolidated Statements of Income in the period that includes the enactment date. | |
We account for uncertainties in income taxes pursuant to ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in financial statements. We recognize tax liabilities for uncertain income tax positions (“unrecognized tax benefits”) where an evaluation has indicated that it is more likely than not that the tax positions will not be sustained in an audit. We estimate the unrecognized tax benefits as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We re-evaluate these uncertain tax positions on a quarterly basis or when new information becomes available to management. The re-evaluations are based on many factors, including, but not limited to, changes in facts or circumstances, changes in tax law, settled issues as a result of audits, expirations due to statutes of limitations, and new federal or state audit activity. We also recognize accrued interest and penalties related to these unrecognized tax benefits. Changes in these accrued items are included in the provision for income taxes in the Condensed Consolidated Statements of Income. |
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 3 Months Ended | |
3-May-14 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Schedule of fiscal year end dates | ' | |
The following fiscal years ended or will end on the dates indicated and will be referred to herein by their fiscal year designations: | ||
Fiscal year 2009 | January 30, 2010 | |
Fiscal year 2010 | January 29, 2011 | |
Fiscal year 2011 | January 28, 2012 | |
Fiscal year 2012 | February 2, 2013 | |
Fiscal year 2013 | February 1, 2014 | |
Fiscal year 2014 | January 31, 2015 |
Supplemental_Cash_Flow_Disclos1
Supplemental Cash Flow Disclosure (Tables) | 3 Months Ended | |||||||
3-May-14 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Net changes in operating working capital and other components | ' | |||||||
The net changes in operating working capital and other components consist of the following: | ||||||||
Three Months Ended | ||||||||
May 4, 2013 | May 3, 2014 | |||||||
(In thousands) | ||||||||
(Increase) in accounts receivable | $ | (10,429 | ) | $ | (4,686 | ) | ||
(Increase) in inventories | (29,864 | ) | (25,928 | ) | ||||
(Increase) in prepaids and other assets | (3,252 | ) | (5,811 | ) | ||||
Increase (decrease) in accounts payable | (12,449 | ) | 14,750 | |||||
(Decrease) in accrued expenses | (8,183 | ) | (20,521 | ) | ||||
(Decrease) in deferred rent and other noncurrent liabilities | (1,683 | ) | (879 | ) | ||||
Net (increase) in operating working capital and other components | $ | (65,860 | ) | $ | (43,075 | ) | ||
Interest and income taxes paid | ' | |||||||
Interest and income taxes paid were as follows: | ||||||||
Three Months Ended | ||||||||
May 4, 2013 | May 3, 2014 | |||||||
(In thousands) | ||||||||
Interest paid | $ | 4 | $ | 7 | ||||
Income taxes paid | $ | 10,957 | $ | 26,152 | ||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 3 Months Ended | |||||
3-May-14 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Weighted average shares used to calculate basic and diluted EPS | ' | |||||
The weighted average shares used to calculate basic and diluted EPS are as follows: | ||||||
Three Months Ended | ||||||
May 4, 2013 | May 3, 2014 | |||||
(In thousands) | ||||||
Weighted average shares outstanding for basic EPS | 27,965 | 27,992 | ||||
Dilutive effect of common stock equivalents | 82 | — | ||||
Weighted average shares outstanding for diluted EPS | 28,047 | 27,992 | ||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||||||||||
3-May-14 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment data | ' | |||||||||||||||
Segment data is presented in the following tables: | ||||||||||||||||
Three months ended May 3, 2014 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 180,815 | $ | 26,046 | $ | 10,561 | $ | 217,422 | ||||||||
Depreciation and amortization | 5,913 | 203 | 1,285 | 7,401 | ||||||||||||
Operating income (loss) (b) | 30,452 | 5,143 | (96,300 | ) | (60,705 | ) | ||||||||||
Capital expenditures (c) | 4,370 | 1 | 1,454 | 5,825 | ||||||||||||
Three months ended May 4, 2013 | ||||||||||||||||
Stores | Direct Marketing | Corporate and | Total | |||||||||||||
Other | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net sales (a) | $ | 165,910 | $ | 20,887 | $ | 9,258 | $ | 196,055 | ||||||||
Depreciation and amortization | 6,094 | 204 | 1,195 | 7,493 | ||||||||||||
Operating income (loss) (b) | 26,462 | 5,620 | (19,129 | ) | 12,953 | |||||||||||
Capital expenditures (c) | 5,106 | 7 | 782 | 5,895 | ||||||||||||
________________________________________ | ||||||||||||||||
(a) | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.” | |||||||||||||||
(b) | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall” contribution). Total Company shipping costs to customers of approximately $3.4 million and $4.7 million for the first quarter of fiscal years 2013 and 2014, respectively, were recorded to “Sales and marketing, including occupancy costs” in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other” consists primarily of costs included in general and administrative costs and strategic activity costs (in fiscal year 2014) and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. | |||||||||||||||
(c) | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
Basis_of_Presentation_Details
Basis of Presentation (Details) | 3 Months Ended | 12 Months Ended | ||||
3-May-14 | Feb. 01, 2014 | Feb. 02, 2013 | Jan. 28, 2012 | Jan. 29, 2011 | Jan. 30, 2010 | |
week | week | week | week | week | week | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' | ' |
Operating cycle | '52-53 week | ' | ' | ' | ' | ' |
Fiscal year end date | 'January 31, 2015 | 'February 1, 2014 | 'February 2, 2013 | 'January 28, 2012 | 'January 29, 2011 | 'January 30, 2010 |
Number of weeks in each fiscal year | 52 | 52 | 53 | 52 | 52 | 52 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 3-May-14 | 4-May-13 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | $0.70 | $0.50 |
Share-based compensation tax benefit recognized | $0.30 | $0.20 |
Minimum [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '1 year | ' |
Maximum [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '3 years | ' |
Supplemental_Cash_Flow_Disclos2
Supplemental Cash Flow Disclosure Table (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
Net changes in operating working capital and other components | ' | ' |
(Increase) in accounts receivable | ($4,686) | ($10,429) |
(Increase) in inventories | -25,928 | -29,864 |
(Increase) in prepaids and other assets | -5,811 | -3,252 |
Increase (decrease) in accounts payable | 14,750 | -12,449 |
(Decrease) in accrued expenses | -20,521 | -8,183 |
(Decrease) in deferred rent and other noncurrent liabilities | -879 | -1,683 |
Net (increase) in operating working capital and other components | -43,075 | -65,860 |
Interest and income taxes paid | ' | ' |
Interest paid | 7 | 4 |
Income taxes paid | $26,152 | $10,957 |
Supplemental_Cash_Flow_Disclos3
Supplemental Cash Flow Disclosure Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 3-May-14 | 4-May-13 |
Noncash Items | ' | ' |
Capital expenditures incurred but not yet paid | $10.60 | $9.70 |
Noncash Increase in Accrued Property Plant and Equipment | $3.60 | $1.10 |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 3 Months Ended | |
3-May-14 | 4-May-13 | |
Weighted average shares used to calculate basic and diluted earnings per share | ' | ' |
Weighted average shares outstanding for basic EPS | 27,992,000 | 27,965,000 |
Dilutive effect of common stock equivalents | 0 | 82,000 |
Weighted average shares outstanding for diluted EPS | 27,992,000 | 28,047,000 |
Restricted Stock Units [Member] | ' | ' |
Weighted average shares used to calculate basic and diluted earnings per share | ' | ' |
Anti-dilutive securities excluded from EPS computation | 0 | 0 |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | |
3-May-14 | 4-May-13 | |
Income Tax Disclosure [Abstract] | ' | ' |
Effective Income Tax Rate, Continuing Operations | 38.80% | 38.30% |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Net sales | $217,422 | [1] | $196,055 | [1] |
Depreciation and amortization | 7,401 | 7,493 | ||
Operating income (loss) | -60,705 | [2] | 12,953 | [2] |
Capital expenditures | 5,825 | [3] | 5,895 | [3] |
Stores [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Net sales | 180,815 | [1] | 165,910 | [1] |
Depreciation and amortization | 5,913 | 6,094 | ||
Operating income (loss) | 30,452 | [2] | 26,462 | [2] |
Capital expenditures | 4,370 | [3] | 5,106 | [3] |
Direct Marketing [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Net sales | 26,046 | [1] | 20,887 | [1] |
Depreciation and amortization | 203 | 204 | ||
Operating income (loss) | 5,143 | [2] | 5,620 | [2] |
Capital expenditures | 1 | [3] | 7 | [3] |
Corporate and Other [Member] | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ||
Net sales | 10,561 | [1] | 9,258 | [1] |
Depreciation and amortization | 1,285 | 1,195 | ||
Operating income (loss) | -96,300 | [2] | -19,129 | [2] |
Capital expenditures | $1,454 | [3] | $782 | [3] |
[1] | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from operating segments below the GAAP quantitative thresholds are attributable primarily to our two other operating segments — Factory stores and Franchise stores. These operating segments have never met any of the quantitative thresholds for determining reportable segments and are included in “Corporate and Other.†| |||
[2] | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers (except order fulfillment costs which are allocated to Direct Marketing), interest and income taxes (“four wall†contribution). Total Company shipping costs to customers of approximately $3.4 million and $4.7 million for the first quarter of fiscal years 2013 and 2014, respectively, were recorded to “Sales and marketing, including occupancy costs†in the Condensed Consolidated Statements of Income. Operating income (loss) for “Corporate and Other†consists primarily of costs included in general and administrative costs and strategic activity costs (in fiscal year 2014) and operating income or loss related to the Factory stores and the Franchise stores operating segments. Total operating income represents profit before interest and income taxes. | |||
[3] | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
Segment_Reporting_Narrative_De
Segment Reporting Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 3-May-14 | 4-May-13 |
segment | ||
method | ||
Segment Reporting Information [Line Items] | ' | ' |
Number of Reportable Segments | 2 | ' |
Number Of Distribution Methods | 2 | ' |
Number of Non-Reportable Operating Segments | 2 | ' |
Shipping, Handling and Transportation Costs | $4.70 | $3.40 |