-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RhofbxQYMwoAMNgXV4RviiaGzta7KE8zQRfhSy5m6zX8wRR+HIAAhmXhMfU39bfn TOrlXQ0HvlnIJwb7NIBcbQ== 0000950129-98-002564.txt : 19980617 0000950129-98-002564.hdr.sgml : 19980617 ACCESSION NUMBER: 0000950129-98-002564 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980502 FILED AS OF DATE: 19980616 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENS WEARHOUSE INC CENTRAL INDEX KEY: 0000884217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 741790172 STATE OF INCORPORATION: TX FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20036 FILM NUMBER: 98648881 BUSINESS ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7132957200 MAIL ADDRESS: STREET 1: 5083 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 10-Q 1 THE MEN'S WEARHOUSE, INC. - FORM 10-Q 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 2, 1998 or --------------------------------- [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- --------------- Commission file number 0-20036 THE MEN'S WEARHOUSE, INC. (Exact Name of Registrant as Specified in its Charter) Texas 74-1790172 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 5803 Glenmont Drive Houston, Texas 77081-1701 (Address of Principal Executive Offices) (Zip Code) (713) 592-7200 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]. No [ ]. The number of shares of Common Stock of the Registrant outstanding, par value $.01 per share, outstanding at June 10, 1998 was 22,168,131. ================================================================================ 2 REPORT INDEX
PART AND ITEM NO. PAGE NO. - ----------------- -------- PART I - Financial Information Item 1 - Financial Statements General Information...................................................................... 1 Consolidated Balance Sheets as of May 3, 1997 (unaudited), May 2, 1998 (unaudited) and January 31, 1998................................................................... 2 Consolidated Statements of Earnings for the Three Months Ended May 3, 1997 (unaudited) and May 2, 1998 (unaudited)............................................................ 3 Consolidated Statements of Cash Flows for the Three Months Ended May 3, 1997 (unaudited) and May 2, 1998 (unaudited)............................................... 4 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations.......................................................................... 7 PART II - Other Information Item 6 - Exhibits and Reports on Form 8-K................................................ 10
3 PART I, FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS GENERAL INFORMATION The Consolidated Financial Statements herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC"). As applicable under such regulations, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The Company believes that the presentation and disclosures herein are adequate to make the information not misleading, and the financial statements reflect all elimination entries and normal adjustments which are necessary for a fair statement of the results for the three months ended May 3, 1997 and May 2, 1998. Operating results for interim periods are not necessarily indicative of the results for full years. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements for the year ended January 31, 1998 and the related notes thereto included in the Company's 1997 Annual Report on Form 10-K filed with the SEC. 1 4 THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands)
May 3, May 2, January 31, 1997 1998 1998 ------------ ------------ ------------ (Unaudited) (Unaudited) (Audited) ASSETS CURRENT ASSETS: Cash $ 26,215 $ 33,181 $ 59,883 Inventories 183,679 235,509 203,390 Other current assets 10,087 13,092 14,297 ------------ ------------ ------------ Total current assets 219,981 281,782 277,570 ------------ ------------ ------------ PROPERTY AND EQUIPMENT, NET 74,002 87,709 81,266 OTHER ASSETS 17,607 26,825 20,579 ------------ ------------ ------------ Total assets $ 311,590 $ 396,316 $ 379,415 ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 59,509 $ 71,897 $ 51,817 Accrued expenses 19,886 25,930 33,408 Income taxes payable 2,992 5,435 9,765 Other current liabilities 284 -- 19 ------------ ------------ ------------ Total current liabilities 82,671 103,262 95,009 LONG-TERM DEBT 57,500 57,500 57,500 OTHER LIABILITIES 7,157 6,858 6,858 SHAREHOLDERS' EQUITY: Common Stock 210 221 221 Capital in excess of par 79,061 111,634 109,969 Retained earnings 85,332 116,917 110,199 ------------ ------------ ------------ 164,603 228,772 220,389 Less: Treasury stock, at cost (341) (76) (341) ------------ ------------ ------------ Total shareholders' equity 164,262 228,696 220,048 ------------ ------------ ------------ Total liabilities and shareholders' equity $ 311,590 $ 396,316 $ 379,415 ============ ============ ============
See Notes to Consolidated Financial Statements. 2 5 THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (In thousands, except per share data)
For the Quarter Ended --------------------- May 3, May 2, 1997 1998 --------- --------- Net Sales $130,621 $170,850 Cost of goods sold, including buying and occupancy costs 82,188 107,005 -------- -------- Gross Margin 48,433 63,845 Selling, general and administrative expenses 41,071 52,012 -------- -------- Operating income 7,362 11,833 Interest expense (net of interest income of $313 and $540 in 1997 and 1998, respectively) 527 399 -------- -------- Earnings before income taxes 6,835 11,434 Provision for income taxes 2,819 4,716 -------- -------- Net earnings $ 4,016 $ 6,718 ======== ======== Net earnings per share: Basic $ 0.19 $ 0.30 ======== ======== Diluted $ 0.19 $ 0.30 ======== ======== Weighted average shares outstanding: Basic 20,983 22,110 ======== ======== Diluted 21,248 24,249 ======== ========
See Notes to Consolidated Financial Statements. 3 6 THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands)
For the Quarter Ended --------------------- May 3, May 2, 1997 1998 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 4,016 $ 6,718 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 3,617 4,956 Increase in inventories (19,539) (32,119) (Increase) decrease in other assets (762) 1,205 Increase in accounts payable and accrued expenses 17,564 14,118 Decrease in income taxes payable (4,420) (4,109) Decrease in other liabilities (225) (16) -------- -------- Net cash provided by (used in) operating activities 251 (9,247) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (7,325) (11,149) Investment in trademark, tradenames and other intangibles -- (6,497) -------- -------- Net cash used in investing activities (7,325) (17,646) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments under capital lease obligations (158) (19) Exercise of stock options 390 480 Option shares relinquished for tax obligations (1,056) (270) -------- -------- Net cash provided by (used in) financing activities (824) 191 -------- -------- DECREASE IN CASH (7,898) (26,702) CASH, beginning of period 34,113 59,883 -------- -------- CASH, end of period $ 26,215 $ 33,181 ======== ========
See Notes to Consolidated Financial Statements. 4 7 THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. SIGNIFICANT ACCOUNTING POLICIES-- The Consolidated Financial Statements include the accounts of The Men's Wearhouse, Inc. and its subsidiaries (the "Company"). There have been no significant changes in the accounting policies of the Company during the periods presented. For a description of these policies, see Note 1 of Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended January 31, 1998. 2. EARNINGS PER SHARE-- During 1997, the Company adopted SFAS No. 128, "Earnings per Share." The statement requires a dual presentation of basic and diluted earnings per share ("EPS") data and restatement of all prior period EPS. Basic EPS is computed using the weighted average number of common shares outstanding during the period and net earnings. Diluted EPS gives effect to the potential dilution which would have occurred if additional shares were issued for (i) stock options exercised under the treasury stock method and (ii) conversion of the convertible debt, with net earnings adjusted for interest expense associated with the convertible debt. The following table reconciles the earnings and shares used in the basic and diluted EPS computations (in thousands, except per share amounts):
FOR THE QUARTER ENDED ------------------------ MAY 3, 1997 MAY 2, 1998 ----------- ----------- Basic EPS: Net earnings $ 4,016 $ 6,718 ========== ========== Weighted average number of Common shares outstanding 20,983 22,110 ========== ========== Basic EPS $ 0.19 $ 0.30 ========== ========== Diluted EPS: Net earnings $ 4,016 $ 6,718 Interest on Notes, net of taxes -- 486 ---------- ---------- As adjusted $ 4,016 $ 7,204 ========== ========== Weighted average number of Common shares outstanding 20,983 22,110 Assumed exercise of stock options 265 454 Assumed conversion of Notes -- 1,685 ---------- ---------- As adjusted 21,248 24,249 ========== ========== Diluted EPS $ 0.19 $ 0.30 ========== ==========
5 8 3. SUPPLEMENTAL FINANCIAL INFORMATION -- Supplemental Cash Flow information (in thousands):
FOR THE QUARTER ENDED --------------------------- MAY 3, 1997 MAY 2, 1998 ------------ ------------ Cash paid during the period for: Interest $ 1,572 $ 1,567 ============ ============ Income taxes $ 7,238 $ 8,817 ============ ============ Non-cash investing and financing activities: Additional paid in capital resulting from tax benefit recognized upon exercise of stock options $ 782 $ 229 ============ ============ Treasury stock issued to employee stock ownership plan $ 1,000 $ 1,500 ============ ============
4. SUBSEQUENT EVENT-- On June 2, 1998, the Company's Board of Directors declared a three-for-two common stock split. The stock split will be distributed in the form of a 50% stock dividend on June 19, 1998 to shareholders of record as of June 12, 1998. Share and per share information included in the accompanying consolidated financial statements has not been restated to reflect the stock split. 6 9 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL For supplemental information, it is suggested that "Management's Discussion and Analysis of Financial Condition and Results of Operations" be read in conjunction with the corresponding section included in the Company's Annual Report on Form 10-K for the year ended January 31, 1998. References herein to years are to the Company's 52-week or 53-week fiscal year which ends on the Saturday nearest January 31 in the following calendar year. For example, references to "1998" mean the fiscal year ending January 30, 1999. In large part, changes in net sales and operating results are impacted by the number of stores operating during the fiscal period. The following table presents information with respect to stores in operation during each of the respective fiscal periods.
FOR THE QUARTER ENDED FISCAL YEAR ENDED ---------------------------- ----------------- MAY 3, 1997 MAY 2, 1998 JANUARY 31, 1998 ----------- ----------- ----------------- Stores open at beginning of period 345 396 345 Opened 15 5 50 Acquired -- 4 6 Closed (1) (3) (5) ---- ---- ---- Stores open at end of period 359 402 396 ==== ==== ====
RESULTS OF OPERATIONS The Company's net sales increased $40.2 million, or 30.8%, to $170.9 million for the quarter ended May 2, 1998 due primarily to sales resulting from the increased number of stores and increased sales at existing stores. Comparable store sales (which are calculated by excluding the net sales of a store for any month of one period if the store was not open throughout the same month of the prior period) increased 15.3% from the same prior year quarter. The comparable store sales increase for the first three months of 1998 does not include sales from stores acquired in the last three quarters of 1997 and the first quarter of 1998. These acquired stores accounted for $7.3 million of the sales increase. Gross margin increased to $63.8 million in the first quarter of 1998 which was a 31.8% increase from the same prior year quarter. As a percentage of sales, gross margin increased from 37.1% in the first quarter of 1997 to 37.4% in the first quarter of 1998. This increase in gross margin predominantly resulted from a decrease in occupancy costs as a percentage of sales in traditional Men's Wearhouse stores. The decline in occupancy costs was offset, in part, by the lower product margin realized at Value Priced Clothing, Inc. ("VPC"). Selling, general and administrative ("SG&A") expenses decreased as a percentage of sales from 31.4% for the quarter ended May 3, 1997 to 30.4% for the quarter ended May 2, 1998, while SG&A expenditures increased by $10.9 million to $52.0 million. On an absolute dollar basis, the principal components of SG&A expenses increased primarily due to the Company's growth. The decrease in SG&A expenses as a percentage of sales was related primarily to the operations of VPC stores, which have lower operating costs than traditional stores, and the impact of traditional store comparable sales increases. Advertising expense decreased from 6.5% to 6.3% of net sales, store salaries decreased from 12.5% to 11.6% of net sales and other SG&A expenses increased slightly from 12.4% to 12.5% of net sales. Interest expense, net of interest income, decreased from $0.5 million in the first quarter of 1997 to $0.4 million in the first quarter of 1998. Weighted average borrowings outstanding decreased $0.4 million from the prior year to $57.5 million in the first quarter of 1998, while the weighted average interest rate on outstanding indebtedness increased from 6.1% to 6.5%. This increase was due to higher commitment fees related to increased borrowing availability and other costs associated with the new revolving credit agreement. Interest expense associated with the 5 1/4% Convertible Subordinated Notes was offset by 7 10 interest income of $0.3 million for the first quarter 1997 and $0.5 million for the first quarter of 1998 resulting from the investment of excess cash. The Company's effective income tax rate for the quarter ended May 2, 1998 was 41.3% and remained unchanged from the same prior year quarter. The effective tax rate was higher than the statutory federal rate of 35% primarily due to the effect of state income taxes and the nondeductibility of a portion of meal and entertainment expenses. LIQUIDITY AND CAPITAL RESOURCES Net cash provided by operating activities was $0.3 million in the first quarter of 1997 while net cash used in operating activities was $9.2 million in the first quarter of 1998. These amounts primarily represent net earnings plus depreciation and amortization and increases in current liabilities, offset by increases in inventories. Inventories increased $19.5 million and $32.1 million for the quarters ended May 3, 1997 and May 2, 1998, respectively. The increase for the first quarter of 1998 primarily resulted from seasonal inventory buildup and the addition of inventory for new and/or acquired stores and stores expected to be opened in the following quarter. Working capital was $178.5 million at May 2, 1998, which is slightly down from $182.6 million at January 31, 1998 and up significantly from $137.3 million at May 3, 1997. Historically, the Company's working capital has been at its lowest level in January and February, and has increased through November as inventory buildup is financed with both short-term and long-term borrowings in preparation for the fourth quarter selling season. Cash used in investing activities was $7.3 million and $17.6 million in the first three months of 1997 and 1998, respectively. For the three months ended May 2, 1998, cash used in investing activities was primarily comprised of capital expenditures of $11.1 million related to the enterprise-wide project to upgrade the Company's information technology infrastructure, new stores opened during the quarter or under construction at the end of the quarter and the construction of the new distribution center. In addition, $6.5 million of cash was used in the first quarter of 1998 to purchase trademarks and other intangible assets associated with an acquisition. In July 1997, the Company issued 1,000,000 shares of Common Stock for net proceeds of $30.0 million. The Company used the proceeds from such offering to fund its continued expansion and upgrade its information technology infrastructure. The remaining cash has been invested in short-term securities and will be used to fund the Company's continued expansion and to upgrade its information technology, with any remaining proceeds used to minimize indebtedness under the Company's credit agreement. In June 1997, the Company entered into a new revolving credit agreement with its bank group (the "Credit Agreement") which replaced a previously existing credit facility. The Credit Agreement provides for borrowing of up to $125 million through April 30, 2002. As of May 2, 1998, there was no indebtedness outstanding under the Credit Agreement. Advances under the Credit Agreement bear interest at a rate per annum equal to, at the Company's option, (i) the agent's prime rate or (ii) the reserve adjusted LIBOR rate plus an interest rate margin varying between .875% to 1.375%. The Credit Agreement provides for fees applicable to unused commitments of .125% to .275%. The Credit Agreement contains certain restrictive and financial covenants, including the requirement to maintain a minimum amount of Consolidated Net Worth (as defined). The Company is also required to maintain certain debt to cash flow, cash flow coverage and current ratios and must keep its average store inventories below certain specified amounts. In addition, the Credit Agreement limits additional indebtedness, creation of liens, Restrictive Payments (as defined) and Investments (as defined). The Credit Agreement also prohibits payment of cash dividends on the Common Stock of the Company. The Credit Agreement permits, with certain limitations, the Company to merge or consolidate with another company, sell or dispose of its property, make acquisitions, issue options or enter into transactions with affiliates. The Company is in compliance with the covenants in the Credit Agreement. 8 11 The Company anticipates that its existing cash and cash flow from operations, supplemented by borrowings under the Credit Agreement, will be sufficient to fund its planned store openings, other capital expenditures and operating cash requirements for at least the next 12 months. In connection with the Company's direct sourcing program, the Company may enter into purchase commitments that are denominated in a foreign currency. The Company generally enters into forward exchange contracts to reduce the risk of currency fluctuations related to such commitments. The majority of the forward exchange contracts are with one financial institution. Therefore, the Company is exposed to credit risk in the event of nonperformance by this party. However, due to the creditworthiness of this major financial institution, full performance is anticipated. The Company may also be exposed to market risk as a result of changes in foreign exchange rates. This market risk should be substantially offset by changes in the valuation of the underlying transactions being hedged. NEW ACCOUNTING PRONOUNCEMENTS In June 1997, the Financial Accounting Standards Board issued Statement No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which established standards for the reporting and display of comprehensive income and its components, and was effective for fiscal years beginning after December 15, 1997. Although SFAS 130 was not applicable to the Company during the first quarter of 1998, the Company will comply with the reporting requirements if and when necessary. YEAR 2000 In mid-1997, the Company commenced an enterprise-wide project to upgrade its information technology, which is designed to increase the efficiency and the future productivity of its operations. In completing these modifications, the Company expects to achieve Year 2000 date conversion compliance. Capital expenditures related to the project are anticipated to be between approximately $12.0 million and $20.0 million. The amount of expenditures related specifically to Year 2000 date conversion compliance are not separable from this amount. The Company expects that all of its business systems will be Year 2000 compliant by mid-1999. The Company does not anticipate that the cost will have a material effect on the Company's consolidated financial position or results of operations in any given year. However, no assurances can be given that the Company will be able to completely identify or address all Year 2000 compliance issues, or that third parties with whom the Company does business will not experience system failures as a result of the Year 2000 issue, nor can the Company fully predict the consequences of noncompliance. FORWARD-LOOKING STATEMENTS Certain statements made herein and in other public filings and releases by the Company contain "forward-looking" information (as defined in the Private Securities Litigation Reform Act of 1995) that involve risk and uncertainty. These forward-looking statements may include, but are not limited to, future sales, earnings, margins, costs, number and costs of store openings, demand for men's clothing, market trends in the retail men's clothing business, currency fluctuations, inflation and various economic and business trends. Forward-looking statements may be made by management orally or in writing, including but not limited to, this Management's Discussion and Analysis of Financial Condition and Results of Operations section and other sections of the Company's filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and the Securities Act of 1933. Actual results and trends in the future may differ materially depending on a variety of factors including, but not limited to, domestic economic activity and inflation, the Company's successful execution of internal operating plans and new store and new market expansion plans, performance issues with key suppliers, foreign currency fluctuations, government export and import policies and legal proceedings. Future results will also be dependent upon the ability of the Company to continue to identify and complete successful expansions and penetrations into existing and new markets and its ability to integrate such expansions with the Company's existing operations. 9 12 PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS.
EXHIBIT NUMBER EXHIBIT INDEX ------- ------------- 3.1 -- Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994). 3.2 -- By-laws, as amended (incorporated by reference from Exhibit 3.2 to the Company's Annual Report of Form 10-K for the fiscal year ended February 1, 1997). 4.1 -- Restated Articles of Incorporation (included as Exhibit 3.1). 4.2 -- By-laws (included as Exhibit 3.2). 4.3 -- Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the Company's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.4 -- Employment Agreement dated as of January 31, 1991, by and between The Company and David H. Edwab, including the First Amendment thereto dated as of September 30, 1991 (incorporated by reference from Exhibit 4.4 to the Company's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.5 -- Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of January 31, 1991, by and between the Company and David H. Edwab (incorporated by reference from Exhibit 4.5 to the Company's Registration Statement on Form S-1 (Registration No. 33-60516)). 4.6 -- Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of January 31, 1991 (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 4.7 -- Option Issuance Agreement dated as of September 30, 1991, by and between the Company and David H. Edwab (incorporated by reference from Exhibit 4.5 to the Company's Registration Statement on Form S-1 (Registration No. 33-45949)). 4.8 -- First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of September 30, 1991 (incorporated by reference from Exhibit 4.7 to the Company's Registration Statement on Form S-8 (Registration No. 33-48109)). 4.9 -- Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993 (incorporated by reference from Exhibit 4.8 to the Company's Registration Statement on Form S-1 (Registration No. 33-60516)). 4.10 -- First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 4.11 -- Indenture dated March 1, 1996, between the Company and Texas Commerce Bank National Association, as trustee including Form of Note (incorporated by reference from Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 4, 1996).
10 13 4.12 -- Revolving Credit Agreement dated as of June 2, 1997, by and among The Company and NationsBank of Texas N.A. and the Banks listed therein, including form of Revolving Note (incorporated by reference from Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 3, 1997). 4.13 -- The Men's Wearhouse, Inc. Employee Stock Discount Plan (incorporated by reference from Exhibit 4.13 to the Company's Registration Statement on Form S-8 (Registration No. 333-53623)). 10.1 -- Employment Agreement dated as of January 31, 1991, including the First Amendment thereto dated as of September 30, 1991 by and between the Company and David H. Edwab (included as Exhibit 4.4). 10.2 -- Second Amendment effective as of January 1, 1993, to Employment Agreement dated as of January 31, 1991, by and between the Company and David H. Edwab (included as Exhibit 4.5). 10.3 -- Second [sic] Amendment dated as of April 12, 1994, to Employment Agreement dated as of January 31, 1991 (incorporated by reference to Exhibit 4.6 to the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 10.4 -- Option Issuance Agreement dated as of September 30, 1991, by and between the Company and David H. Edwab (included as Exhibit 4.7). 10.5 -- First Amendment to Option Issuance Agreement dated April 22, 1992, but effective as of September 30, 1991 (included as Exhibit 4.8). 10.6 -- Second Amendment to Option Issuance Agreement dated effective as of January 1, 1993 (included as Exhibit 4.9). 10.7 -- First [sic] Amendment to Option Issuance Agreement dated as of April 12, 1994 (incorporated by reference to Exhibit 4.10 to the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 10.8 -- 1992 Stock Option Plan (incorporated by reference from Exhibit 10.5 to the Company's Registration Statement on Form S-1 (Registration No. 33-45949)). 10.9 -- First Amendment to 1992 Stock Option Plan (incorporated by Reference from Exhibit 10.9 to the Company's Registration Statement on Form S-1 (Registration No. 33-60516)). 10.10 -- Non-Employee Director Stock Option Plan (incorporated by reference from Exhibit 10.7 to the Company's Registration Statement on Form S-1 (Registration No. 33-45949)). 10.11 -- First Amendment to Non-Employee Director Stock Option Plan (incorporated by reference from Exhibit 10.16 to the Company's Registration Statement on Form S-1 (Registration No. 33-45949)). 10.12 -- Commercial Lease dated September 1, 1995, by and between the Company and Zig Zag, A Joint Venture (incorporated by reference from Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended May 4, 1996). 10.13 -- Commercial Lease dated April 5, 1989, by and between the Company and Preston Road Partnership (incorporated by reference from Exhibit 10.10 to the Company's Registration Statement on Form S-1 (Registration No. 33-45949)). 10.14 -- Stock Agreement dated as of March 23, 1992, between the Company and George Zimmer (incorporated by reference from Exhibit 10.13 to the Company's Registration Statement on Form S-1 (Registration No. 33-45949)). 10.15 -- Split-Dollar Agreement and related Split-Dollar Collateral Assignment dated November 25, 1994 between the Company, George Zimmer and David Edwab, Co-Trustee of the Zimmer 1994 Irrevocable Trust (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 1995). 11 14 10.16 -- 1996 Stock Option Plan (incorporated by reference from Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the Quarter ended August 3, 1996). 10.17 -- Second Amendment to Non-Employee Director Stock Option Plan (incorporated by reference from Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended August 3, 1996). 10.18 -- 1998 Key Employee Stock Option Plan (incorporated by reference from Exhibit 10.18 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1998). 27.1 -- Financial Data Schedule (Filed herewith). (b) Reports on Form 8-K. None. 12 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, The Men's Wearhouse, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE MEN'S WEARHOUSE, INC. Dated: June 15, 1998 By /s/ DAVID H. EDWAB ----------------------------------- David H. Edwab President By /s/ GARY G. CKODRE ------------------------------------ Gary G. Ckodre Vice President - Finance and Principal Financial and Accounting Officer 13 EX-27.1 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS JAN-30-1999 FEB-01-1998 MAY-02-1998 33,181 0 0 0 235,509 281,782 144,646 56,937 396,316 103,262 57,500 0 0 221 228,475 396,316 170,850 170,850 107,005 107,005 52,012 0 399 11,434 4,716 6,718 0 0 0 6,718 0.30 0.30
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