UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2013
The Mens Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
Texas |
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1-16097 |
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74-1790172 |
(State or other jurisdiction |
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(Commission File Number) |
|
(IRS Employer Identification No.) |
6380 Rogerdale Road |
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77072 |
(Address of principal executive offices) |
|
(Zip Code) |
281-776-7000
(Registrants telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On December 11, 2013, The Mens Wearhouse, Inc. (the Company) issued a press release reporting its earnings results for its third quarter and nine months ended November 2, 2013. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished under Item 2.02 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is included in this Form 8-K.
99.1 |
|
Press Release of the Company dated December 11, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE MENS WEARHOUSE, INC. | ||
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Date: December 12, 2013 |
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By: |
/s/ Kelly M. Dilts |
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Kelly M. Dilts |
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Senior Vice President and Chief Accounting Officer |
Exhibit 99.1
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News Release |
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Contact: |
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Jon Kimmins, CFO |
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(510) 723-8639 |
For Immediate Release |
|
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Ken Dennard |
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Dennard · Lascar Associates |
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(832) 594-4004 |
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ken@dennardlascar.com |
MENS WEARHOUSE REPORTS FISCAL 2013 THIRD QUARTER RESULTS
· Q3 2013 total net sales increased 2.8% to $649 million
· Q3 2013 GAAP diluted earnings per share was $0.79 and adjusted diluted earnings per share was $0.90, compared to prior year diluted earnings per share of $0.95
· Q3 2013 comparable store sales at Mens Wearhouse brand increased 2.6%
· Company reaffirms EPS guidance for fiscal full year 2013
FREMONT, CA December 11, 2013 The Mens Wearhouse (NYSE: MW) today announced its consolidated financial results for the fiscal third quarter ended November 2, 2013.
Total net sales for the fiscal 2013 third quarter increased 2.8% to $648.9 million from $631.0 million in last years third quarter. GAAP diluted EPS was $0.79 for the third quarter of 2013. Adjusted diluted EPS was $0.90 excluding one-time costs(1). Third quarter results were in-line with internal expectations and were below 2012 third quarter results primarily due to lower tuxedo margin.
Total net sales for the first nine months of fiscal 2013 increased 1.7% to $1.9 billion and GAAP diluted EPS was $2.29. Adjusted EPS for the 2013 nine month period was $2.55 excluding one-time costs(2).
Doug Ewert, Mens Wearhouse president and chief executive officer, commented, We are very pleased to report our 2.6% comparable store sales increase during the third quarter in our Mens Wearhouse brand, which represents two-thirds of our consolidated sales. We are also very pleased with the early progress in integrating our newly acquired American designer brand, Joseph Abboud®, and its U.S. manufacturing operations. We already have several large markets with Joseph Abboud product in place and will continue to execute on our planned rollout to all stores into the summer of 2014.
(1) Adjusted net earnings exclude $9.7 million ($6.4 million after tax or $0.13 per diluted share) in costs related to the JA Holding, Inc. acquisition and integration, costs related to various strategic projects, separation costs associated with former executives, and store related closure costs. Also excluded is a $2.2 million ($1.5 million after tax or $0.03 per diluted share) gain from the sale of an office building in Fremont, CA. Adjusted diluted earnings per share may not sum due to rounded numbers.
(2) Adjusted net earnings exclude $22.1 million ($14.4 million after tax or $0.29 per diluted share) in costs related to the JA Holding, Inc. acquisition and integration, costs related to various strategic projects, separation costs associated with former executives, non-cash impairment of K&G goodwill and store related closure costs. Also excluded is a $2.2 million ($1.5 million after tax or $0.03 per diluted share) gain from the sale of an office building in Fremont, CA. Adjusted diluted earnings per share may not sum due to rounded numbers.
THIRD QUARTER STRATEGIC REVIEW
In July 2013, the Company entered into an accelerated share repurchase agreement with J.P. Morgan Securities LLC to purchase $100.0 million of our common stock. In September 2013, JPMorgan delivered an additional 455,769 shares, resulting in a total of 2,653,287 shares repurchased under the agreement.
On August 6, 2013, the Company successfully completed its acquisition of JA Holding, Inc., the parent company of the celebrated American clothing brand Joseph Abboud® and a U.S. tailored clothing factory for approximately $97.5 million in cash consideration, subject to certain adjustments. The total net cash consideration after these adjustments was approximately $95.7 million. We believe this transaction will accelerate our strategy of offering exclusive brands with broad appeal at attractive prices.
On October 9, 2013, the Company rejected an unsolicited, non-binding proposal from Jos. A. Bank to acquire the Company for $48.00 per share believing the proposal significantly undervalued the Company and failed to reflect the Companys growth strategy and upside potential.
On November 26, 2013, the Company announced that it submitted a proposal to the Board of Directors of Jos. A. Bank to acquire all of the outstanding shares of Jos. A. Bank common stock for $55.00 per share in cash, representing an implied enterprise value of approximately $1.2 billion.
THIRD QUARTER CONSOLIDATED RESULTS REVIEW
Total net sales for the fiscal 2013 third quarter increased 2.8% or $17.9 million to $648.9 million from $631.0 million for the same prior year period. Retail segment sales for the quarter increased by 2.0% or $11.5 million and corporate apparel sales increased by 9.6% or $6.4 million as compared to the prior year quarter.
The consolidated total gross margin was up $2.8 million or 1.0%. The total gross margin rate decreased 84 basis points primarily due to an expected decrease in tuxedo margin due to lower rental revenue and higher per unit rental costs and royalty payments and the deleveraging of occupancy costs. The retail segment total gross margin was up 0.4% and the corporate apparel gross margin increased 9.3%.
GAAP SG&A expenses of $233.5 million increased by $15.3 million or 7.0% from the prior year. Adjusted SG&A expenses of $226.0 million increased by $7.8 million from the prior year or 3.6% primarily due to increased employee related expenses. Adjusted SG&A expenses exclude $9.7 million in costs related to the JA Holding, Inc. acquisition and integration, costs related to various strategic projects, separation costs associated with former executives and store related closure costs. Also excluded is a $2.2 million gain from the sale of an office building in Fremont, CA.
GAAP net earnings for the fiscal 2013 third quarter were $38.2 million, or $0.79 diluted earnings per share. Adjusted net earnings for the fiscal 2013 third quarter were $43.1 million, or $0.90 adjusted diluted earnings per share compared to net earnings of $48.8 million, or $0.95 diluted earnings per share last year.
THIRD QUARTER SALES REVIEW
The table that follows is a summary of net sales for fiscal 2013 third quarter and year-to-date. The dollars shown are U.S. dollars in millions and due to rounded numbers may not sum. The Moores comparable store sales change is based on the Canadian dollar. Comparable sales exclude 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 and include e-commerce net sales, beginning in fiscal 2013. The inclusion of e-commerce net sales did not have a significant effect on comparable sales.
Because fiscal 2012 was a 53 week year, comparable store sales for the current year are shown on a trailing 52 week basis, comparing the most relevant time periods, as well as on a fiscal period basis. The current quarter fiscal period basis is lower than the trailing basis comparison primarily due to the calendar shift of the 53rd week.
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Third Quarter Net Sales Summary Fiscal 2013 |
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Comparable Store Sales Change |
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Net Sales |
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Current |
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Current |
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Prior Year |
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Current |
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Quarter |
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Quarter |
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Quarter |
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Net Sales Change |
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Quarter |
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Trailing |
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Fiscal |
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Fiscal |
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Total Retail Segment |
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2.0 |
% |
$ |
11.5 |
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$ |
575.5 |
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Mens Wearhouse |
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5.0 |
% |
$ |
20.2 |
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$ |
427.6 |
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2.6 |
% |
1.6 |
% |
9.5 |
% |
Moores |
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(6.7 |
)% |
$ |
(4.8 |
) |
$ |
67.5 |
|
(2.4 |
)% |
(3.6 |
)% |
3.0 |
% |
K&G |
|
(5.9 |
)% |
$ |
(4.5 |
) |
$ |
72.8 |
|
(4.4 |
)% |
(4.2 |
)% |
(4.2 |
)% |
MW Cleaners |
|
9.2 |
% |
$ |
0.6 |
|
$ |
7.6 |
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Corporate Apparel Segment |
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9.6 |
% |
$ |
6.4 |
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$ |
73.4 |
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Total Company |
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2.8 |
% |
$ |
17.9 |
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$ |
648.9 |
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Year-To-Date Net Sales Summary Fiscal 2013 |
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Comparable Store Sales Change |
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Net Sales |
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Current YTD |
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Current YTD |
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Prior Year |
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Net Sales Change |
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Current YTD |
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Trailing |
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Fiscal |
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YTD Fiscal |
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Total Retail Segment |
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1.4 |
% |
$ |
23.7 |
|
$ |
1,729.1 |
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|
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|
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Mens Wearhouse |
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3.9 |
% |
$ |
47.7 |
|
$ |
1,256.1 |
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1.6 |
% |
1.9 |
% |
5.9 |
% |
Moores |
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(5.0 |
)% |
$ |
(10.4 |
) |
$ |
195.8 |
|
(4.6 |
)% |
(4.1 |
)% |
3.9 |
% |
K&G |
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(5.7 |
)% |
$ |
(15.4 |
) |
$ |
255.0 |
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(4.8 |
)% |
(4.9 |
)% |
(3.8 |
)% |
MW Cleaners |
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9.0 |
% |
$ |
1.8 |
|
$ |
22.3 |
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Corporate Apparel Segment |
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5.2 |
% |
$ |
9.1 |
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$ |
183.5 |
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Total Company |
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1.7 |
% |
$ |
32.8 |
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$ |
1,912.7 |
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Net sales at core flagship brand Mens Wearhouse stores, which represented 66% of total third quarter sales were up 5.0% from last years third quarter sales while comparable store sales increased 2.6%. On a comparable basis increases in clothing product average unit retails and average transactions per store more than offset a decrease in units sold per transaction. The higher margin tuxedo rental revenues comparable store sales increased 0.8% in the third quarter of 2013.
Moores, the Canadian retail brand, was 10% of the total third quarter sales and had a comparable store sales decrease of 2.4% due mainly to decreases in units sold per transaction and average transactions per store which more than offset a slight increase in clothing product average unit retails. The results for Moores were favorable to our internal plan. K&G was 11% of the Companys total third quarter sales with a comparable store sales decrease of 4.4% with lower average unit retails and average transactions per store that more than offset increased units sold per transaction. The Corporate Apparel segment, which represented 11% of total third quarter sales, had a sales increase of 9.6% due mainly to customer rollouts in the US and UK.
2013 GUIDANCE
The full year expectation of adjusted earnings per share remains at $2.40 to $2.50. The Companys guidance excludes costs associated with the JA Holding, Inc. acquisition and integration, separation costs associated with former executives, the non-cash goodwill impairment charge related to K&G, costs related to various strategic projects, store related closure costs, and the gain from the sale of an office building in Fremont, CA.
CONFERENCE CALL AND WEBCAST INFORMATION
At 9:00 a.m. Eastern time on Thursday, December 12, 2013, Company management will host a conference call and real time webcast to review fiscal 2013 third quarter results and its outlook for the remainder of fiscal 2013.
To access the conference call, dial 480-629-9692. To access the live webcast presentation, visit the Investor Relations section of the Companys website at ir.menswearhouse.com. A telephonic replay will be available through December 19, 2013 by calling 303-590-3030 and entering the access code of 4649392#, or a webcast archive will be available free on the website for approximately 90 days.
STORE INFORMATION
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November 2, 2013 |
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October 27, 2012 |
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February 2, 2013 |
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Number of |
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Sq. Ft. |
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Number of |
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Sq. Ft. |
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Number of |
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Sq. Ft. |
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|
|
|
|
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|
|
|
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Mens Wearhouse |
|
658 |
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3,752.2 |
|
625 |
|
3,570.7 |
|
638 |
|
3,650.0 |
|
|
|
|
|
|
|
|
|
|
|
|
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Mens Wearhouse and Tux |
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261 |
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360.5 |
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303 |
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417.5 |
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288 |
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395.1 |
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|
|
|
|
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|
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|
|
|
|
|
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Moores, Clothing for Men |
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120 |
|
764.4 |
|
118 |
|
747.8 |
|
120 |
|
763.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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K&G (a) |
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94 |
|
2,228.7 |
|
98 |
|
2,326.6 |
|
97 |
|
2,299.3 |
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|
|
|
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Total |
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1,133 |
|
7,105.8 |
|
1,144 |
|
7,062.6 |
|
1,143 |
|
7,107.9 |
|
(a) 88, 92 and 92 stores, respectively, offering womens apparel.
Founded in 1973, Mens Wearhouse is one of North Americas largest specialty retailers of mens apparel with 1,133 stores. The Mens Wearhouse, Moores and K&G stores carry a full selection of suits, sport coats, furnishings and accessories in exclusive and non-exclusive merchandise brands and Mens Wearhouse and Tux stores carry a limited selection. Most K&G stores carry a full selection of womens apparel. Tuxedo rentals are available in the Mens Wearhouse, Moores and Mens Wearhouse and Tux stores. Additionally, Mens Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the United Kingdom.
This press release contains forward-looking information. The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be significantly impacted by various factors, including sensitivity to economic conditions and consumer confidence, possibility of limited ability to expand Mens Wearhouse stores, possibility that certain of our expansion strategies may present greater risks, changes in foreign currency rates and other factors described in the Companys annual report on Form 10-K for the fiscal year ended February 2, 2013 and Forms 10-Q. Mens Wearhouse is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise. For additional information on Mens Wearhouse, please visit the Companys websites at www.menswearhouse.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk.
THE MENS WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
FOR THE THREE MONTHS ENDED
November 2, 2013 AND October 27, 2012
(In thousands, except per share data)
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Three Months Ended |
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Variance |
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% of |
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% of |
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Basis |
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|
|
2013 |
|
Sales |
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2012 |
|
Sales |
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Dollar |
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% |
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Points |
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Net sales: |
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|
|
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Retail clothing product |
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$ |
415,985 |
|
64.11 |
% |
$ |
401,692 |
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63.66 |
% |
$ |
14,293 |
|
3.56 |
% |
0.44 |
|
Tuxedo rental services |
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122,177 |
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18.83 |
% |
124,648 |
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19.75 |
% |
(2,471 |
) |
(1.98 |
)% |
(0.93 |
) | |||
Alteration and other services |
|
37,363 |
|
5.76 |
% |
37,701 |
|
5.98 |
% |
(338 |
) |
(0.90 |
)% |
(0.22 |
) | |||
Total retail sales |
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575,525 |
|
88.69 |
% |
564,041 |
|
89.39 |
% |
11,484 |
|
2.04 |
% |
(0.70 |
) | |||
Corporate apparel clothing product sales |
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73,365 |
|
11.31 |
% |
66,933 |
|
10.61 |
% |
6,432 |
|
9.61 |
% |
0.70 |
| |||
Total net sales |
|
648,890 |
|
100.00 |
% |
630,974 |
|
100.00 |
% |
17,916 |
|
2.84 |
% |
0.00 |
| |||
|
|
|
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|
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|
|
|
|
|
|
|
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Total cost of sales |
|
355,388 |
|
54.77 |
% |
340,277 |
|
53.93 |
% |
15,111 |
|
4.44 |
% |
0.84 |
| |||
|
|
|
|
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Gross margin (a): |
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|
|
|
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|
|
|
|
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Retail clothing product |
|
234,543 |
|
56.38 |
% |
225,191 |
|
56.06 |
% |
9,352 |
|
4.15 |
% |
0.32 |
| |||
Tuxedo rental services |
|
102,864 |
|
84.19 |
% |
108,151 |
|
86.77 |
% |
(5,287 |
) |
(4.89 |
)% |
(2.57 |
) | |||
Alteration and other services |
|
8,951 |
|
23.96 |
% |
9,698 |
|
25.72 |
% |
(747 |
) |
(7.70 |
)% |
(1.77 |
) | |||
Occupancy costs |
|
(73,456 |
) |
(12.76 |
)% |
(71,198 |
) |
(12.62 |
)% |
(2,258 |
) |
(3.17 |
)% |
(0.14 |
) | |||
Total retail gross margin |
|
272,902 |
|
47.42 |
% |
271,842 |
|
48.20 |
% |
1,060 |
|
0.39 |
% |
(0.78 |
) | |||
Corporate apparel clothing product margin |
|
20,600 |
|
28.08 |
% |
18,855 |
|
28.17 |
% |
1,745 |
|
9.25 |
% |
(0.09 |
) | |||
Total gross margin |
|
293,502 |
|
45.23 |
% |
290,697 |
|
46.07 |
% |
2,805 |
|
0.96 |
% |
(0.84 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Selling, general and administrative expenses |
|
233,497 |
|
35.98 |
% |
218,188 |
|
34.58 |
% |
15,309 |
|
7.02 |
% |
1.40 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Operating income |
|
60,005 |
|
9.25 |
% |
72,509 |
|
11.49 |
% |
(12,504 |
) |
(17.24 |
)% |
(2.24 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net interest |
|
(1,190 |
) |
(0.18 |
)% |
(136 |
) |
(0.02 |
)% |
(1,054 |
) |
775.00 |
% |
(0.16 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Earnings before income taxes |
|
58,815 |
|
9.06 |
% |
72,373 |
|
11.47 |
% |
(13,558 |
) |
(18.73 |
)% |
(2.41 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Provision for income taxes |
|
20,337 |
|
3.13 |
% |
23,304 |
|
3.69 |
% |
(2,967 |
) |
(12.73 |
)% |
(0.56 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings including non-controlling interest |
|
38,478 |
|
5.93 |
% |
49,069 |
|
7.78 |
% |
(10,591 |
) |
(21.58 |
)% |
(1.85 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings attributable to non-controlling interest |
|
(274 |
) |
(0.04 |
)% |
(226 |
) |
(0.04 |
)% |
(48 |
) |
(21.24 |
)% |
0.01 |
| |||
|
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|
| |||
Net earnings attributable to common shareholders |
|
$ |
38,204 |
|
5.89 |
% |
$ |
48,843 |
|
7.74 |
% |
$ |
(10,639 |
) |
(21.78 |
)% |
(1.85 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings per diluted common share attributable to common shareholders |
|
$ |
0.79 |
|
|
|
$ |
0.95 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Weighted-average diluted common shares outstanding: |
|
47,873 |
|
|
|
50,919 |
|
|
|
|
|
|
|
|
|
(a) Gross margin percent of sales is calculated as a percentage of related sales.
THE MENS WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
FOR THE NINE MONTHS ENDED
November 2, 2013 AND October 27, 2012
(In thousands, except per share data)
|
|
Nine Months Ended |
|
Variance |
| |||||||||||||
|
|
|
|
% of |
|
|
|
% of |
|
|
|
|
|
Basis |
| |||
|
|
2013 |
|
Sales |
|
2012 |
|
Sales |
|
Dollar |
|
% |
|
Points |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Retail clothing product |
|
$ |
1,248,405 |
|
65.27 |
% |
$ |
1,235,185 |
|
65.71 |
% |
$ |
13,220 |
|
1.07 |
% |
(0.44 |
) |
Tuxedo rental services |
|
368,360 |
|
19.26 |
% |
357,261 |
|
19.00 |
% |
11,099 |
|
3.11 |
% |
0.25 |
| |||
Alteration and other services |
|
112,381 |
|
5.88 |
% |
112,975 |
|
6.01 |
% |
(594 |
) |
(0.53 |
)% |
(0.13 |
) | |||
Total retail sales |
|
1,729,146 |
|
90.40 |
% |
1,705,421 |
|
90.72 |
% |
23,725 |
|
1.39 |
% |
(0.32 |
) | |||
Corporate apparel clothing product sales |
|
183,535 |
|
9.60 |
% |
174,429 |
|
9.28 |
% |
9,106 |
|
5.22 |
% |
0.32 |
| |||
Total net sales |
|
1,912,681 |
|
100.00 |
% |
1,879,850 |
|
100.00 |
% |
32,831 |
|
1.75 |
% |
0.00 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total cost of sales |
|
1,032,465 |
|
53.98 |
% |
1,014,847 |
|
53.99 |
% |
17,618 |
|
1.74 |
% |
(0.01 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Gross margin (a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Retail clothing product |
|
703,902 |
|
56.38 |
% |
686,040 |
|
55.54 |
% |
17,862 |
|
2.60 |
% |
0.84 |
| |||
Tuxedo rental services |
|
311,971 |
|
84.69 |
% |
308,516 |
|
86.36 |
% |
3,455 |
|
1.12 |
% |
(1.66 |
) | |||
Alteration and other services |
|
26,625 |
|
23.69 |
% |
29,269 |
|
25.91 |
% |
(2,644 |
) |
(9.03 |
)% |
(2.22 |
) | |||
Occupancy costs |
|
(217,521 |
) |
(12.58 |
)% |
(209,263 |
) |
(12.27 |
)% |
(8,258 |
) |
3.95 |
% |
(0.31 |
) | |||
Total retail gross margin |
|
824,977 |
|
47.71 |
% |
814,562 |
|
47.76 |
% |
10,415 |
|
1.28 |
% |
(0.05 |
) | |||
Corporate apparel clothing product margin |
|
55,239 |
|
30.10 |
% |
50,441 |
|
28.92 |
% |
4,798 |
|
9.51 |
% |
1.18 |
| |||
Total gross margin |
|
880,216 |
|
46.02 |
% |
865,003 |
|
46.01 |
% |
15,213 |
|
1.76 |
% |
0.01 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Goodwill impairment charge |
|
9,501 |
|
0.50 |
% |
|
|
0.00 |
% |
9,501 |
|
NM |
|
0.50 |
| |||
Selling, general and administrative expenses |
|
691,369 |
|
36.15 |
% |
659,957 |
|
35.11 |
% |
31,412 |
|
4.76 |
% |
1.04 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Operating income |
|
179,346 |
|
9.38 |
% |
205,046 |
|
10.91 |
% |
(25,700 |
) |
(12.53 |
)% |
(1.53 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net interest |
|
(1,772 |
) |
(0.09 |
)% |
(806 |
) |
(0.04 |
)% |
(966 |
) |
119.85 |
% |
(0.05 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Earnings before income taxes |
|
177,574 |
|
9.28 |
% |
204,240 |
|
10.86 |
% |
(26,666 |
) |
(13.06 |
)% |
(1.58 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Provision for income taxes |
|
63,162 |
|
3.30 |
% |
69,021 |
|
3.67 |
% |
(5,859 |
) |
(8.49 |
)% |
(0.37 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings including non-controlling interest |
|
114,412 |
|
5.98 |
% |
135,219 |
|
7.19 |
% |
(20,807 |
) |
(15.39 |
)% |
(1.21 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings attributable to non-controlling interest |
|
(174 |
) |
(0.01 |
)% |
(99 |
) |
(0.01 |
)% |
(75 |
) |
(75.76 |
)% |
0.00 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings attributable to common shareholders |
|
$ |
114,238 |
|
5.97 |
% |
$ |
135,120 |
|
7.19 |
% |
$ |
(20,882 |
) |
(15.45 |
)% |
(1.22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings per diluted common share attributable to common shareholders |
|
$ |
2.29 |
|
|
|
$ |
2.62 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Weighted-average diluted common shares outstanding: |
|
49,598 |
|
|
|
51,029 |
|
|
|
|
|
|
|
|
|
(a) Gross margin percent of sales is calculated as a percentage of related sales.
THE MENS WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
|
|
November 2, |
|
October 27, |
| ||
|
|
2013 |
|
2012 |
| ||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
64,764 |
|
$ |
138,016 |
|
Accounts receivable, net |
|
80,180 |
|
82,966 |
| ||
Inventories |
|
640,197 |
|
623,860 |
| ||
Other current assets |
|
77,918 |
|
68,519 |
| ||
|
|
|
|
|
| ||
Total current assets |
|
863,059 |
|
913,361 |
| ||
Property and equipment, net |
|
407,261 |
|
379,969 |
| ||
Tuxedo rental product, net |
|
142,272 |
|
118,202 |
| ||
Goodwill |
|
128,597 |
|
88,473 |
| ||
Intangible assets, net |
|
60,325 |
|
31,992 |
| ||
Other assets |
|
4,937 |
|
4,431 |
| ||
|
|
|
|
|
| ||
Total assets |
|
$ |
1,606,451 |
|
$ |
1,536,428 |
|
|
|
|
|
|
| ||
LIABILITIES AND EQUITY |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable |
|
$ |
165,596 |
|
$ |
170,549 |
|
Accrued expenses and other current liabilities |
|
168,120 |
|
149,244 |
| ||
Income taxes payable |
|
10,034 |
|
4,939 |
| ||
Current maturities of long-term debt |
|
10,000 |
|
|
| ||
|
|
|
|
|
| ||
Total current liabilities |
|
353,750 |
|
324,732 |
| ||
|
|
|
|
|
| ||
Long-term debt |
|
90,000 |
|
|
| ||
Deferred taxes and other liabilities |
|
104,950 |
|
92,057 |
| ||
|
|
|
|
|
| ||
Total liabilities |
|
548,700 |
|
416,789 |
| ||
|
|
|
|
|
| ||
Equity: |
|
|
|
|
| ||
Preferred stock |
|
|
|
|
| ||
Common stock |
|
704 |
|
725 |
| ||
Capital in excess of par |
|
404,506 |
|
380,099 |
| ||
Retained earnings |
|
1,177,945 |
|
1,202,922 |
| ||
Accumulated other comprehensive income |
|
31,060 |
|
40,735 |
| ||
Treasury stock, at cost |
|
(569,792 |
) |
(517,894 |
) | ||
|
|
|
|
|
| ||
Total equity attributable to common shareholders |
|
1,044,423 |
|
1,106,587 |
| ||
|
|
|
|
|
| ||
Non-controlling interest |
|
13,328 |
|
13,052 |
| ||
|
|
|
|
|
| ||
Total equity |
|
1,057,751 |
|
1,119,639 |
| ||
|
|
|
|
|
| ||
Total liabilities and equity |
|
$ |
1,606,451 |
|
$ |
1,536,428 |
|
THE MENS WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE NINE MONTHS ENDED
November 2, 2013 AND October 27, 2012
(In thousands)
|
|
Nine Months Ended |
| ||||
|
|
2013 |
|
2012 |
| ||
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
| ||
|
|
|
|
|
| ||
Net earnings including non-controlling interest |
|
$ |
114,412 |
|
$ |
135,219 |
|
Non-cash adjustments to net earnings: |
|
|
|
|
| ||
Depreciation and amortization |
|
65,672 |
|
61,798 |
| ||
Tuxedo rental product amortization |
|
28,712 |
|
25,330 |
| ||
Goodwill impairment charge |
|
9,501 |
|
|
| ||
Other |
|
12,992 |
|
18,339 |
| ||
Changes in operating assets and liabilities |
|
(71,906 |
) |
(74,177 |
) | ||
|
|
|
|
|
| ||
Net cash provided by operating activities |
|
159,383 |
|
166,509 |
| ||
|
|
|
|
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
| ||
Capital expenditures |
|
(81,521 |
) |
(90,085 |
) | ||
Proceeds from sales of property and equipment |
|
4,127 |
|
25 |
| ||
Acquisition of business, net of cash |
|
(95,693 |
) |
|
| ||
|
|
|
|
|
| ||
Net cash used in investing activities |
|
(173,087 |
) |
(90,060 |
) | ||
|
|
|
|
|
| ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
| ||
Proceeds from issuance of common stock |
|
8,291 |
|
6,918 |
| ||
Proceeds from term loan |
|
100,000 |
|
|
| ||
Cash dividends paid |
|
(26,979 |
) |
(27,832 |
) | ||
Deferred financing costs |
|
(1,776 |
) |
|
| ||
Tax payments related to vested deferred stock units |
|
(3,865 |
) |
(4,421 |
) | ||
Excess tax benefits from share-based plans |
|
1,532 |
|
2,737 |
| ||
Repurchases of common stock |
|
(152,129 |
) |
(41,296 |
) | ||
|
|
|
|
|
| ||
Net cash used in financing activities |
|
(74,926 |
) |
(63,894 |
) | ||
|
|
|
|
|
| ||
Effect of exchange rate changes |
|
(2,669 |
) |
155 |
| ||
|
|
|
|
|
| ||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
|
(91,299 |
) |
12,710 |
| ||
|
|
|
|
|
| ||
Balance at beginning of period |
|
156,063 |
|
125,306 |
| ||
Balance at end of period |
|
$ |
64,764 |
|
$ |
138,016 |
|