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): March 11, 2014
The Mens Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
Texas |
|
1-16097 |
|
74-1790172 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
6380 Rogerdale Road Houston, Texas |
|
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 March 11, 2014, The Mens Wearhouse, Inc. (the Company) issued a press release reporting its earnings results for its fourth quarter and fiscal year ended February 1, 2014. 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 March 11, 2014.
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: March 11, 2014 |
|
By: |
/s/ |
Kelly M. Dilts |
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|
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Kelly M. Dilts |
|
|
Senior Vice President and Chief Accounting Officer |
Exhibit 99.1
News Release | |
|
Contact: |
|
Jon Kimmins, CFO |
|
(510) 723-8639 |
For Immediate Release |
|
|
Ken Dennard |
|
Dennard · Lascar Associates |
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(832) 594-4004 |
|
ken@dennardlascar.com |
MENS WEARHOUSE REPORTS FISCAL 2013 RESULTS
· Fiscal 2013 GAAP diluted earnings per share were $1.70 and adjusted diluted earnings per share were $2.21
· Fourth quarter comps for Mens Wearhouse brand were down 2.5% with approximately one-quarter of the decrease due to weather-related store closures
· Positive 2014 first quarter trends with February comparable sales up 3% at Mens Wearhouse and 9% at Moores
FREMONT, CA March 11, 2014 The Mens Wearhouse (NYSE: MW) today announced consolidated financial results for the fiscal year ended February 1, 2014.
Fiscal year 2013 had 52 weeks compared with 53 weeks in fiscal year 2012. Consequently, results for the fourth quarter and fiscal year 2013 were negatively impacted by the additional week in 2012. Comparable sales for the fourth quarter and fiscal year 2013 do not include an additional week in fiscal year 2012.
Total net sales for fiscal year 2013 decreased 0.6% to $2.5 billion, and total Mens Wearhouse brand revenues were up 1.6% over fiscal 2012 and up 3% on a 52 week fiscal comparison. GAAP diluted EPS for fiscal year 2013 was $1.70 and adjusted EPS was $2.21 excluding one-time costs(1).
Total net sales for the fiscal 2013 13-week fourth quarter decreased 7.9% to $560.6 million from $608.4 million in last years 14-week fourth quarter. GAAP loss per share was $0.64 for the fourth quarter of 2013. Adjusted loss per share was $0.38 excluding one-time costs(2).
Doug Ewert, Mens Wearhouse president and chief executive officer, commented, We were not immune to the effects of weak consumer spending sentiments and severe weather disruption that impacted most retailers in December and January. Tuxedo and corporate apparel sales were in-line with internal expectations, while clothing sales in all three retail chains were lower than expected. Weather-related store closures and an aggressive promotional retail environment resulted in a traffic decline. We estimate that approximately one-quarter of the 2.5% comparable sales decrease in the fourth quarter at Mens Wearhouse was due to these closures.
(1) Adjusted net earnings exclude $41.1 million ($27.3 million after tax or $0.56 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, K&G ecommerce closure costs and a New York 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 $19.0 million ($12.6 million after tax or $0.27 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, K&G ecommerce closure costs and certain asset impairment charges. Adjusted diluted earnings per share may not sum due to rounded numbers.
Ewert added, We executed an aggressive advertising and promotional plan, and made adjustments as the challenging retail environment unfolded during the quarter. We proactively increased our promotional activity, including incremental advertising spending, and reduced our expenses accordingly. Subsequently, we have seen business improve significantly in February, as both Mens Wearhouse and Moores finished the month with approximately 3% and 9% comparable sales increases respectively, overcoming additional weather-related store closures. Looking forward, we are excited about the rollout of our Made-in-America Joseph Abboud® product into the Mens Wearhouse stores. This product should be in all stores by the summer of 2014 and will be supported by brand advertising, which commenced in select markets on March 10th.
We look forward to completing the combination of Mens Wearhouse and Jos. A. Bank, which we also announced today, and to achieving the benefits of the combination for our shareholders, concluded Ewert.
FOURTH QUARTER CONSOLIDATED RESULTS REVIEW
Please refer to the Consolidated Statements of Earnings table below that compare the results of the 2013 13-week fiscal quarter to the 2012 14-week fiscal quarter. The following provides the comparable 13-week results for both fiscal fourth quarters.
Total net sales for the fiscal 2013 13-week fourth quarter decreased 2.6% or $14.8 million to $560.6 million from an adjusted $575.3 million. Retail segment sales for the quarter decreased by 3.3% or $17.1 million and corporate apparel sales increased by 3.9% or $2.4 million as compared to the adjusted prior year quarter.
The consolidated total gross margin was down $17.6 million or 7.8% to the adjusted prior year quarter. The total gross margin rate decreased 210 basis points primarily due to higher markdowns, deleveraging of occupancy costs and an expected decrease in tuxedo margin due to lower rental revenue and higher per unit rental costs. The retail segment total gross margin was down 8.8% and the corporate apparel gross margin increased 4.3%.
Adjusted SG&A expenses of $239.6 million increased by $3.8 million from the adjusted prior year or 1.6% primarily due to an increase in advertising expense. Adjusted SG&A expenses exclude $19.0 million in costs related to the JA Holding, Inc. acquisition and integration, costs related to various strategic projects, separation costs associated with former executives, K&G ecommerce closure costs and certain asset impairment charges.
Adjusted net loss for the fiscal 2013 fourth quarter was $17.9 million, or $0.38 adjusted diluted loss per share compared to net loss of $4.9 million, or $0.10 diluted loss per share last year excluding the impact of the 53rd week.
FOURTH QUARTER AND FISCAL YEAR SALES REVIEW
The table that follows is a summary of net sales for fiscal 2013 fourth quarter and full year. The dollars shown are U.S. dollars in millions and due to rounded numbers may not sum. The Moores comparable 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.
Because fiscal 2012 was a 53-week year, comparable 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.
Fourth Quarter Net Sales Summary Fiscal 2013
|
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Comparable Sales Change |
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|
Net Sales Change |
|
Net Sales |
|
Current |
|
Current |
|
Prior Year |
| ||||
Total Retail Segment |
|
(8.5 |
)% |
$ |
(46.2 |
) |
$ |
497.3 |
|
|
|
|
|
|
|
Mens Wearhouse |
|
(6.1 |
)% |
$ |
(22.6 |
) |
$ |
350.2 |
|
(2.5 |
)% |
(3.0 |
)% |
1.0 |
% |
Moores |
|
(13.6 |
)% |
$ |
(9.2 |
) |
$ |
58.6 |
|
(2.3 |
)% |
(3.4 |
)% |
(5.5 |
)% |
K&G |
|
(15.0 |
)% |
$ |
(14.3 |
) |
$ |
81.2 |
|
(7.7 |
)% |
(8.6 |
)% |
(5.7 |
)% |
MW Cleaners |
|
(0.5 |
)% |
$ |
(0.0 |
) |
$ |
7.3 |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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Corporate Apparel Segment |
|
(2.7 |
)% |
$ |
(1.7 |
) |
$ |
63.3 |
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|
|
|
|
|
|
|
|
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Total Company |
|
(7.9 |
)% |
$ |
(47.9 |
) |
$ |
560.6 |
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|
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Net Sales Summary Fiscal 2013
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Comparable Sales Change |
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Net Sales Change |
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Net Sales |
|
Current YTD |
|
Current YTD |
|
Prior Year |
| ||||
Total Retail Segment |
|
(1.0 |
)% |
$ |
(22.4 |
) |
$ |
2,226.4 |
|
|
|
|
|
|
|
Mens Wearhouse |
|
1.6 |
% |
$ |
25.1 |
|
$ |
1,606.2 |
|
0.7 |
% |
0.8 |
% |
4.8 |
% |
Moores |
|
(7.2 |
)% |
$ |
(19.6 |
) |
$ |
254.4 |
|
(4.1 |
)% |
(3.9 |
)% |
1.5 |
% |
K&G |
|
(8.1 |
)% |
$ |
(29.7 |
) |
$ |
336.2 |
|
(5.5 |
)% |
(5.9 |
)% |
(4.3 |
)% |
MW Cleaners |
|
6.5 |
% |
$ |
1.8 |
|
$ |
29.6 |
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Corporate Apparel Segment |
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3.1 |
% |
$ |
7.4 |
|
$ |
246.8 |
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|
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|
|
|
|
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|
|
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Total Company |
|
(0.6 |
)% |
$ |
(15.0 |
) |
$ |
2,473.2 |
|
|
|
|
|
|
|
Net sales at core flagship brand Mens Wearhouse stores, which represented 62% of total fourth quarter sales were down 6.1% from last years fourth quarter sales while comparable sales decreased 2.5%. On a comparable basis decreases in clothing product average unit retails and average transactions per store more than offset a slight increase in units sold per transaction. The higher margin tuxedo rental revenues comparable store sales increased 1.9% in the fourth quarter of 2013.
Moores, the Canadian retail brand, was 10% of the total fourth quarter sales and had a comparable sales decrease of 2.3% due mainly to a decrease in clothing product average unit retails which more than offset increases in average transactions per store and units sold per transaction. K&G was 14% of the Companys total fourth quarter sales with a comparable sales decrease of 7.7% 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 fourth quarter sales, had a sales decrease of 2.7%.
STORE INFORMATION
|
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February 1, 2014 |
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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 |
|
Sq. Ft. |
|
|
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|
|
|
|
|
|
|
|
Mens Wearhouse |
|
661 |
|
3,774.3 |
|
638 |
|
3,650.0 |
|
|
|
|
|
|
|
|
|
|
|
Mens Wearhouse and Tux |
|
248 |
|
344.0 |
|
288 |
|
395.1 |
|
|
|
|
|
|
|
|
|
|
|
Moores, Clothing for Men |
|
121 |
|
769.3 |
|
120 |
|
763.5 |
|
|
|
|
|
|
|
|
|
|
|
K&G (a) |
|
94 |
|
2,228.8 |
|
97 |
|
2,299.3 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
1,124 |
|
7,116.4 |
|
1,143 |
|
7,107.9 |
|
(a) 85 and 92 stores, respectively, offering womens apparel.
Founded in 1973, Mens Wearhouse is one of North Americas largest specialty retailers of mens apparel with 1,124 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. Investors can find additional information at http://ir.menswearhouse.com/.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. These forward-looking statements may be significantly impacted by various factors, including, but not limited to: actions by governmental entities, domestic and international economic activity and inflation, success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, including successful integration of acquisitions, performance issues with key suppliers, disruption in buying trends due to homeland security concerns, severe weather, foreign currency fluctuations, government export and import policies, aggressive advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations.
These forward-looking statements are based upon managements current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies and third-party approvals, many of which are beyond our control. The following factors, among others, could cause actual results to differ materially from those expressed or implied in the forward-looking statements: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger by and among Mens Wearhouse, Inc., Java Corp. and Jos. A. Bank Clothiers, Inc., (2) the failure to consummate the acquisition of Jos. A. Bank for reasons including that the conditions to Mens Wearhouses offer to purchase all outstanding shares of Jos. A. Banks common stock, including the condition that a minimum number of shares be tendered and not withdrawn, are not satisfied or waived by Mens Wearhouse, (3) the possibility that the expected benefits from the proposed transaction will not be realized within the anticipated time period, (4) the risk that regulatory or other approvals required for the transaction are not obtained, (5) the risks related to the costs and difficulties related to the integration of Jos. A. Banks business and operations with Mens
Wearhouses business and operations, (6) the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, (7) unexpected costs, charges or expenses resulting from the transaction, (8) litigation relating to the transaction, (9) the inability to retain key personnel and (10) the possible disruption that may be caused by the transaction to the business and operations of Mens Wearhouse and its relationships with customers, employees and other third parties.
The forward-looking statements in this press release speak only as of the date hereof. Mens Wearhouse undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law. Other factors that may impact the forward-looking statements are described in Mens Wearhouses annual report on Form 10-K for the fiscal year ended February 2, 2013 and Forms 10-Q. 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
February 1, 2014 and February 2, 2013
(In thousands, except per share data)
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Three Months Ended |
|
Variance |
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|
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% of |
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% of |
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|
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|
|
Basis |
| |||
|
|
2013 |
|
Sales |
|
2012 |
|
Sales |
|
Dollar |
|
% |
|
Points |
| |||
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|
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Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Retail clothing product |
|
$ |
419,130 |
|
74.77 |
% |
$ |
456,063 |
|
74.96 |
% |
$ |
(36,933 |
) |
(8.10 |
)% |
(0.19 |
) |
Tuxedo rental services |
|
43,504 |
|
7.76 |
% |
49,193 |
|
8.09 |
% |
(5,689 |
) |
(11.56 |
)% |
(0.32 |
) | |||
Alteration and other services |
|
34,642 |
|
6.18 |
% |
38,172 |
|
6.27 |
% |
(3,530 |
) |
(9.25 |
)% |
(0.09 |
) | |||
Total retail sales |
|
497,276 |
|
88.71 |
% |
543,428 |
|
89.32 |
% |
(46,152 |
) |
(8.49 |
)% |
(0.60 |
) | |||
Corporate apparel clothing product sales |
|
63,276 |
|
11.29 |
% |
65,000 |
|
10.68 |
% |
(1,724 |
) |
(2.65 |
)% |
0.60 |
| |||
Total net sales |
|
560,552 |
|
100.00 |
% |
608,428 |
|
100.00 |
% |
(47,876 |
) |
(7.87 |
)% |
0.00 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total cost of sales |
|
351,758 |
|
62.75 |
% |
365,283 |
|
60.04 |
% |
(13,525 |
) |
(3.70 |
)% |
2.71 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Gross margin (a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Retail clothing product |
|
221,676 |
|
52.89 |
% |
249,160 |
|
54.63 |
% |
(27,484 |
) |
(11.03 |
)% |
(1.74 |
) | |||
Tuxedo rental services |
|
35,585 |
|
81.80 |
% |
41,371 |
|
84.10 |
% |
(5,786 |
) |
(13.99 |
)% |
(2.30 |
) | |||
Alteration and other services |
|
6,669 |
|
19.25 |
% |
8,032 |
|
21.04 |
% |
(1,363 |
) |
(16.97 |
)% |
(1.79 |
) | |||
Occupancy costs |
|
(73,375 |
) |
(14.76 |
)% |
(74,119 |
) |
(13.64 |
)% |
744 |
|
1.00 |
% |
(1.12 |
) | |||
Total retail gross margin |
|
190,555 |
|
38.32 |
% |
224,444 |
|
41.30 |
% |
(33,889 |
) |
(15.10 |
)% |
(2.98 |
) | |||
Corporate apparel clothing product margin |
|
18,239 |
|
28.82 |
% |
18,701 |
|
28.77 |
% |
(462 |
) |
(2.47 |
)% |
0.05 |
| |||
Total gross margin |
|
208,794 |
|
37.25 |
% |
243,145 |
|
39.96 |
% |
(34,351 |
) |
(14.13 |
)% |
(2.71 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Asset impairment charges |
|
2,034 |
|
0.36 |
% |
169 |
|
0.03 |
% |
1,865 |
|
1103.55 |
% |
0.34 |
| |||
Selling, general and administrative expenses |
|
256,478 |
|
45.75 |
% |
249,454 |
|
41.00 |
% |
7,024 |
|
2.82 |
% |
4.75 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Operating loss |
|
(49,718 |
) |
(8.87 |
)% |
(6,478 |
) |
(1.06 |
)% |
(43,240 |
) |
667.49 |
% |
(7.80 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net interest |
|
(1,048 |
) |
(0.19 |
)% |
(90 |
) |
(0.01 |
)% |
(958 |
) |
1064.44 |
% |
(0.17 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Loss before income taxes |
|
(50,766 |
) |
(9.06 |
)% |
(6,568 |
) |
(1.08 |
)% |
(44,198 |
) |
672.93 |
% |
(7.98 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Benefit for income taxes |
|
(20,571 |
) |
(3.67 |
)% |
(3,412 |
) |
(0.56 |
)% |
(17,159 |
) |
502.90 |
% |
(3.11 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net loss including non-controlling interest |
|
(30,195 |
) |
(5.39 |
)% |
(3,156 |
) |
(0.52 |
)% |
(27,039 |
) |
856.75 |
% |
(4.87 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net loss attributable to non-controlling interest |
|
(252 |
) |
(0.04 |
)% |
(248 |
) |
(0.04 |
)% |
(4 |
) |
(1.61 |
)% |
0.00 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net loss attributable to common shareholders |
|
$ |
(30,447 |
) |
(5.43 |
)% |
$ |
(3,404 |
) |
(0.56 |
)% |
$ |
(27,043 |
) |
794.45 |
% |
(4.87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net loss per diluted common share attributable to common shareholders |
|
$ |
(0.64 |
) |
|
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Weighted-average diluted common shares outstanding: |
|
47,411 |
|
|
|
50,829 |
|
|
|
|
|
|
|
|
|
(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 TWELVE MONTHS ENDED
February 1, 2014 and February 2, 2013
(In thousands, except per share data)
|
|
Twelve Months Ended |
|
Variance |
| |||||||||||||
|
|
|
|
% of |
|
|
|
% of |
|
|
|
|
|
Basis |
| |||
|
|
2013 |
|
Sales |
|
2012 |
|
Sales |
|
Dollar |
|
% |
|
Points |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Retail clothing product |
|
$ |
1,667,535 |
|
67.42 |
% |
$ |
1,691,248 |
|
67.97 |
% |
$ |
(23,713 |
) |
(1.40 |
)% |
(0.55 |
) |
Tuxedo rental services |
|
411,864 |
|
16.65 |
% |
406,454 |
|
16.33 |
% |
5,410 |
|
1.33 |
% |
0.32 |
| |||
Alteration and other services |
|
147,023 |
|
5.94 |
% |
151,147 |
|
6.07 |
% |
(4,124 |
) |
(2.73 |
)% |
(0.13 |
) | |||
Total retail sales |
|
2,226,422 |
|
90.02 |
% |
2,248,849 |
|
90.38 |
% |
(22,427 |
) |
(1.00 |
)% |
(0.36 |
) | |||
Corporate apparel clothing product sales |
|
246,811 |
|
9.98 |
% |
239,429 |
|
9.62 |
% |
7,382 |
|
3.08 |
% |
0.36 |
| |||
Total net sales |
|
2,473,233 |
|
100.00 |
% |
2,488,278 |
|
100.00 |
% |
(15,045 |
) |
(0.60 |
)% |
0.00 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Total cost of sales |
|
1,384,223 |
|
55.97 |
% |
1,380,130 |
|
55.47 |
% |
4,093 |
|
0.30 |
% |
0.50 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Gross margin (a): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Retail clothing product |
|
925,578 |
|
55.51 |
% |
935,200 |
|
55.30 |
% |
(9,622 |
) |
(1.03 |
)% |
0.21 |
| |||
Tuxedo rental services |
|
347,556 |
|
84.39 |
% |
349,887 |
|
86.08 |
% |
(2,331 |
) |
(0.67 |
)% |
(1.70 |
) | |||
Alteration and other services |
|
33,294 |
|
22.65 |
% |
37,301 |
|
24.68 |
% |
(4,007 |
) |
(10.74 |
)% |
(2.03 |
) | |||
Occupancy costs |
|
(290,896 |
) |
(13.07 |
)% |
(283,382 |
) |
(12.60 |
)% |
(7,514 |
) |
2.65 |
% |
(0.46 |
) | |||
Total retail gross margin |
|
1,015,532 |
|
45.61 |
% |
1,039,006 |
|
46.20 |
% |
(23,474 |
) |
(2.26 |
)% |
(0.59 |
) | |||
Corporate apparel clothing product margin |
|
73,478 |
|
29.77 |
% |
69,142 |
|
28.88 |
% |
4,336 |
|
6.27 |
% |
0.89 |
| |||
Total gross margin |
|
1,089,010 |
|
44.03 |
% |
1,108,148 |
|
44.53 |
% |
(19,138 |
) |
(1.73 |
)% |
(0.50 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Goodwill impairment charge |
|
9,501 |
|
0.38 |
% |
|
|
0.00 |
% |
9,501 |
|
NM |
|
0.38 |
| |||
Asset impairment charges |
|
2,216 |
|
0.09 |
% |
482 |
|
0.02 |
% |
1,734 |
|
359.75 |
% |
0.07 |
| |||
Selling, general and administrative expenses |
|
947,665 |
|
38.32 |
% |
909,098 |
|
36.54 |
% |
38,567 |
|
4.24 |
% |
1.78 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Operating income |
|
129,628 |
|
5.24 |
% |
198,568 |
|
7.98 |
% |
(68,940 |
) |
(34.72 |
)% |
(2.74 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net interest |
|
(2,820 |
) |
-0.11 |
% |
(896 |
) |
(0.04 |
)% |
(1,924 |
) |
214.73 |
% |
(0.08 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Earnings before income taxes |
|
126,808 |
|
5.13 |
% |
197,672 |
|
7.94 |
% |
(70,864 |
) |
(35.85 |
)% |
(2.82 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Provision for income taxes |
|
42,591 |
|
1.72 |
% |
65,609 |
|
2.64 |
% |
(23,018 |
) |
(35.08 |
)% |
(0.91 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings including non-controlling interest |
|
84,217 |
|
3.41 |
% |
132,063 |
|
5.31 |
% |
(47,846 |
) |
(36.23 |
)% |
(1.90 |
) | |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings attributable to non-controlling interest |
|
(426 |
) |
(0.02 |
)% |
(347 |
) |
(0.01 |
)% |
(79 |
) |
(22.77 |
)% |
0.00 |
| |||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings attributable to common shareholders |
|
$ |
83,791 |
|
3.39 |
% |
$ |
131,716 |
|
5.29 |
% |
$ |
(47,925 |
) |
(36.39 |
)% |
(1.91 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings per diluted common share attributable to common shareholders |
|
$ |
1.70 |
|
|
|
$ |
2.55 |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Weighted-average diluted common shares outstanding: |
|
49,162 |
|
|
|
51,026 |
|
|
|
|
|
|
|
|
|
(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)
|
|
February 1, |
|
February 2, |
| ||
|
|
2014 |
|
2013 |
| ||
|
|
|
|
|
| ||
ASSETS |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
59,252 |
|
$ |
156,063 |
|
Accounts receivable, net |
|
63,153 |
|
63,010 |
| ||
Inventories |
|
599,486 |
|
556,531 |
| ||
Other current assets |
|
93,206 |
|
79,549 |
| ||
|
|
|
|
|
| ||
Total current assets |
|
815,097 |
|
855,153 |
| ||
Property and equipment, net |
|
408,162 |
|
389,118 |
| ||
Tuxedo rental product, net |
|
142,816 |
|
126,825 |
| ||
Goodwill |
|
126,003 |
|
87,835 |
| ||
Intangible assets, net |
|
58,027 |
|
32,442 |
| ||
Other assets |
|
5,125 |
|
4,974 |
| ||
|
|
|
|
|
| ||
Total assets |
|
$ |
1,555,230 |
|
$ |
1,496,347 |
|
|
|
|
|
|
| ||
LIABILITIES AND EQUITY |
|
|
|
|
| ||
|
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable |
|
$ |
148,762 |
|
$ |
123,983 |
|
Accrued expenses and other current liabilities |
|
175,797 |
|
164,344 |
| ||
Income taxes payable |
|
730 |
|
5,856 |
| ||
Current maturities of long-term debt |
|
10,000 |
|
|
| ||
|
|
|
|
|
| ||
Total current liabilities |
|
335,289 |
|
294,183 |
| ||
|
|
|
|
|
| ||
Long-term debt |
|
87,500 |
|
|
| ||
Deferred taxes and other liabilities |
|
109,292 |
|
92,929 |
| ||
|
|
|
|
|
| ||
Total liabilities |
|
532,081 |
|
387,112 |
| ||
|
|
|
|
|
| ||
Equity: |
|
|
|
|
| ||
Preferred stock |
|
|
|
|
| ||
Common stock |
|
476 |
|
725 |
| ||
Capital in excess of par |
|
412,043 |
|
386,254 |
| ||
Retained earnings |
|
572,712 |
|
1,190,246 |
| ||
Accumulated other comprehensive income |
|
27,311 |
|
36,924 |
| ||
Treasury stock, at cost |
|
(3,407 |
) |
(517,894 |
) | ||
|
|
|
|
|
| ||
Total equity attributable to common shareholders |
|
1,009,135 |
|
1,096,255 |
| ||
|
|
|
|
|
| ||
Non-controlling interest |
|
14,014 |
|
12,980 |
| ||
|
|
|
|
|
| ||
Total equity |
|
1,023,149 |
|
1,109,235 |
| ||
|
|
|
|
|
| ||
Total liabilities and equity |
|
$ |
1,555,230 |
|
$ |
1,496,347 |
|
THE MENS WEARHOUSE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE TWELVE MONTHS ENDED
February 1, 2014 and February 2, 2013
(In thousands)
|
|
Twelve Months Ended |
| ||||
|
|
2013 |
|
2012 |
| ||
|
|
|
|
|
| ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
| ||
|
|
|
|
|
| ||
Net earnings including non-controlling interest |
|
$ |
84,217 |
|
$ |
132,063 |
|
Non-cash adjustments to net earnings: |
|
|
|
|
| ||
Depreciation and amortization |
|
88,749 |
|
84,979 |
| ||
Tuxedo rental product amortization |
|
32,266 |
|
28,315 |
| ||
Goodwill impairment charge |
|
9,501 |
|
|
| ||
Other |
|
22,505 |
|
22,168 |
| ||
Changes in operating assets and liabilities |
|
(48,308 |
) |
(41,795 |
) | ||
|
|
|
|
|
| ||
Net cash provided by operating activities |
|
188,930 |
|
225,730 |
| ||
|
|
|
|
|
| ||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
| ||
Capital expenditures |
|
(108,200 |
) |
(121,433 |
) | ||
Acquisition of business, net of cash |
|
(94,906 |
) |
|
| ||
Proceeds from sales of property and equipment |
|
4,127 |
|
33 |
| ||
Investment in trademark, tradenames and other assets |
|
|
|
(2,075 |
) | ||
|
|
|
|
|
| ||
Net cash used in investing activities |
|
(198,979 |
) |
(123,475 |
) | ||
|
|
|
|
|
| ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
| ||
Proceeds from issuance of common stock |
|
10,739 |
|
8,457 |
| ||
Proceeds from term loan |
|
100,000 |
|
|
| ||
Payments of term loan |
|
(2,500 |
) |
|
| ||
Deferred financing costs |
|
(1,776 |
) |
|
| ||
Cash dividends paid |
|
(35,549 |
) |
(37,084 |
) | ||
Tax payments related to vested deferred stock units |
|
(3,865 |
) |
(4,421 |
) | ||
Excess tax benefits from share-based plans |
|
2,145 |
|
2,997 |
| ||
Repurchases of common stock |
|
(152,129 |
) |
(41,296 |
) | ||
|
|
|
|
|
| ||
Net cash used in financing activities |
|
(82,935 |
) |
(71,347 |
) | ||
|
|
|
|
|
| ||
Effect of exchange rate changes |
|
(3,827 |
) |
(151 |
) | ||
|
|
|
|
|
| ||
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
|
(96,811 |
) |
30,757 |
| ||
|
|
|
|
|
| ||
Balance at beginning of period |
|
156,063 |
|
125,306 |
| ||
Balance at end of period |
|
$ |
59,252 |
|
$ |
156,063 |
|