8-K

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): May 3, 2017

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

Texas
(State or other jurisdiction
of incorporation) 1-16097
(Commission File Number) 47-4908760
(IRS Employer Identification No.)

6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices) 77072
(Zip Code)

281-776-7000
(Registrant’s 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Item 7.01              Regulation FD Disclosure.

On May 3, 2017, Tailored Brands, Inc. (the “Company”) issued a press release announcing that it has updated its outlook for fiscal 2017 to reflect the wind down of the tuxedo rental license business established between Macy’s, Inc. and Men’s Wearhouse on June 9, 2015.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished under Item 7.01 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:

Exhibit
Number	Description
99.1	Press Release of the Company dated May 3, 2017.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:May 3, 2017
	TAILORED BRANDS, INC.
	By:	/s/ Brian T. Vaclavik
		Brian T. Vaclavik
		Senior Vice President and Chief Accounting Officer

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release of the Company dated May 3, 2017.

4

EX-99.1

Exhibit 99.1

News Release Contact: Investor Relations (281) 776-7575 ir@tailoredbrands.com Julie MacMedan, VP, Investor Relations Tailored Brands, Inc.

For Immediate Release

TAILORED BRANDS UPDATES FISCAL 2017 OUTLOOK

Company Winds Down Tuxedo Rental Partnership with Macy’s

FREMONT, CA — May 3, 2017 — Tailored Brands, Inc. (NYSE: TLRD) today announced that it has updated its outlook for fiscal 2017 to reflect the wind down of the tuxedo rental license business established between Macy’s, Inc. and Men’s Wearhouse on June 9, 2015.

(Editor’s note: Tailored Brands this afternoon also issued a separate joint news release with Macy’s, Inc. announcing the wind down of the partnership.)

As a result of the agreement, Tailored Brands, Inc. expects to report one-time charges of approximately $17 million, of which $2.5 million are non-cash costs.  Excluding these charges, the Company expects to report a fiscal 2017 operating loss on the Macy’s tuxedo rental business in the range of $7 million to $8 million, compared with its previous outlook of an operating loss of $19 million to $20 million.

Based on the new agreement, the Company now expects to report fiscal 2017 diluted EPS in the range of $1.37 to $1.67, and adjusted diluted EPS, which excludes the one-time charges, of $1.60 to $1.90.  This compares to previous guidance of diluted EPS in the range of $1.45 to $1.75.  See Use of Non-GAAP Financial Measures below for additional information.

Tailored Brands, Inc. is a leading authority on helping men dress for work, special occasions and everyday life.  We serve our customers through an expansive omni-channel network that includes over 1,600 locations in the U.S. and Canada as well as our branded e-commerce websites.  Our brands include Men’s Wearhouse, Jos. A. Bank, Joseph Abboud, Moores Clothing for Men and K&G.  We also operate an international corporate apparel and workwear group consisting of Dimensions, Alexandra and Yaffy in the United Kingdom and Twin Hill in the United States.

For additional information on Tailored Brands, please visit the Company’s websites at www.tailoredbrands.com, www.menswearhouse.com, www.josbank.com, www.josephabboud.com, www.mooresclothing.com, www.kgstores.com, www.mwcleaners.com, www.dimensions.co.uk, www.alexandra.co.uk and www.twinhill.com.

This press release contains forward-looking information, including the Company’s statements regarding its 2017 outlook for earnings per share and the expected operating loss for the Macy’s tuxedo rental license agreement. In addition, statements containing words such as “guidance,” “may,” “believe,” “anticipate,” “expect,” “intend,” “plan,” “project,” “projections,” “business outlook,” and “estimate” or similar expressions constitute forward-looking statements.  The forward-looking statements are made pursuant to the Safe Harbor provisions 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.  Factors that might cause or contribute to such differences include, but are not limited to:  actions by governmental entities, domestic and international macro-economic conditions, inflation or deflation, the loss of, or changes in, key personnel; success, or lack thereof, in executing our internal strategies and operating plans including new store and new market expansion plans; cost reduction initiatives, store rationalization plans, profit improvement plans, revenue enhancement strategies; the impact of tuxedo shops within Macy’s stores; changes in demand for clothing or rental product, market trends in the retail business, customer confidence and spending patterns, changes in traffic trends in our stores, customer acceptance of our merchandise strategies, performance issues with key suppliers, disruptions in our supply chain, severe weather, foreign currency fluctuations, government export and import policies, advertising or marketing activities of competitors, and legal proceedings.

The forward-looking statements in this press release speak only as of the date hereof. Except for the ongoing obligations of Tailored Brands to disclose material information under the federal securities laws, Tailored Brands 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 our latest annual report on Form 10-K, as well as subsequent filings with the Securities and Exchange Commission.

Use of Non-GAAP Financial Measures

This release includes non-GAAP financial information, which is provided to enhance the user’s overall understanding of the Company’s financial performance by removing the impacts of large, unusual or unique transactions that we believe are not indicative of our core operating results, currently consisting of costs associated with the termination of our tuxedo rental license agreement with Macy’s.  Management uses these adjusted results to assess the Company’s performance, to make decisions about how to allocate resources and to develop expectations for future operating performance.  In addition, adjusted EPS is used as a performance measure in the Company’s executive compensation program to determine the number of performance units that are ultimately earned for certain equity awards.

The non-GAAP financial information should be considered in addition to, not as a substitute for or as being superior to, financial information prepared in accordance with GAAP.  Management strongly encourages investors and shareholders to review the Company’s financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

A reconciliation of forecasted diluted EPS on a GAAP basis to forecasted diluted EPS on a non-GAAP adjusted basis for fiscal 2017 is presented in the table below:

GAAP to Non-GAAP Adjusted - Reconciliation of Forecasted Adjusted  EPS for Fiscal 2017
	For the Fiscal Year  Ended February 3,  2018
Diluted EPS- GAAP Basis	$1.37-$1.67
Cost to Terminate Macy’s Agreement	$0.23
Diluted EPS- Non-GAAP Adjusted (1)	$1.60-$1.90

(1)  Based on forecasted adjusted non-GAAP tax rate of 33%