0001104659-17-037928.txt : 20170607 0001104659-17-037928.hdr.sgml : 20170607 20170607163054 ACCESSION NUMBER: 0001104659-17-037928 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170607 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170607 DATE AS OF CHANGE: 20170607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAILORED BRANDS INC CENTRAL INDEX KEY: 0000884217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 474908760 FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16097 FILM NUMBER: 17897550 BUSINESS ADDRESS: STREET 1: 6380 ROGERDALE RD CITY: HOUSTON STATE: TX ZIP: 77072 BUSINESS PHONE: 281-776-7000 MAIL ADDRESS: STREET 1: 6380 ROGERDALE RD CITY: HOUSTON STATE: TX ZIP: 77072 FORMER COMPANY: FORMER CONFORMED NAME: MENS WEARHOUSE INC DATE OF NAME CHANGE: 19930328 8-K 1 a17-14872_18k.htm 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): June 7, 2017

 

Tailored Brands, Inc.

(Exact name of registrant as specified in its charter)

 

Texas

 

1-16097

 

47-4908760

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer Identification No.)

of incorporation)

 

 

 

 

 

6380 Rogerdale Road

 

 

Houston, Texas

 

77072

(Address of principal executive offices)

 

(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 2.02 Results of Operations and Financial Condition.

 

On June 7, 2017, Tailored Brands, Inc. (the “Company”) issued a press release reporting its earnings results for its first quarter ended April 29, 2017.  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 June 7, 2017.

 

2



 

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:      June 7, 2017

 

 

 

TAILORED BRANDS, INC.

 

 

 

 

 

By:

/s/ Brian T. Vaclavik

 

 

Brian T. Vaclavik

 

 

Senior Vice President and Chief Accounting Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release of the Company dated June 7, 2017.

 

4


EX-99.1 2 a17-14872_1ex99d1.htm 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, INC. REPORTS

FISCAL 2017 FIRST QUARTER RESULTS

 

·                  Q1 2017 GAAP diluted EPS of $0.04, which includes $0.23 of costs to terminate Macy’s tuxedo rental agreement, compared to GAAP diluted EPS of $0.03 last year

 

·                  Q1 2017 adjusted diluted EPS(1) of $0.27 compared to adjusted diluted EPS of $0.29 last year

 

·                  Company reaffirms outlook for FY 2017 GAAP EPS of $1.37 - $1.67; Adjusted EPS of $1.60 - $1.90

 

FREMONT, CA — June 7, 2017 — Tailored Brands, Inc. (NYSE: TLRD) today announced consolidated financial results for the fiscal first quarter ended April 29, 2017.

 

“After a tough February, our first quarter comparable sales improved as the quarter progressed,” said Tailored Brands Chief Executive Officer Doug Ewert. “We were pleased to have reached an agreement with Macy’s to wind down our tuxedo rental partnership, which eliminates the risk of extended future operating losses and enables us to focus on our rental business at Men’s Wearhouse, Jos. A. Bank and Moores.  As such, we are reaffirming our EPS outlook for fiscal 2017 that we provided on May 3rd.

 

“We are gaining traction on our initiatives of engaging more customers across all channels, strengthening our omni-channel experience and increasing sales of custom clothing.  These initiatives support our strategy to innovate the best men’s specialty store of the future by delighting our customers with an unmatched level of convenience, authority and personalization.

 

“We are committed to a balanced approach of investing in the business while maintaining discipline in our management of inventory, expense and capital, and finding opportunities to unlock additional cash flow,” said Ewert.

 

First quarter results include $17.2 million of one-time charges, of which $2.6 million are non-cash costs, to terminate the tuxedo rental license agreement with Macy’s.

 


(1)         See Use of Non-GAAP Financial Measures for additional information on items excluded from adjusted EPS.  In fiscal 2017, these items consist of costs to terminate our tuxedo rental license agreement with Macy’s.  In fiscal 2016, these items primarily related to our store rationalization and profit improvement initiatives as well as integration costs related to Jos. A. Bank.  Non-GAAP adjusted EPS is referred to as “adjusted EPS” for simplicity.

 

1



 

First Quarter Fiscal 2017 Net Sales and Comparable Sales

 

The table that follows is a summary of total net sales for the first quarter ending April 29, 2017.  The dollars shown are U.S. dollars in millions and, due to rounded numbers, may not sum.  Comparable sales exclude the net sales of a store for any month of one period if the store was not owned or open throughout the same month of the prior period and include e-commerce net sales.  The Moores comparable sales change is based on the Canadian dollar.  In addition, Jos. A. Bank comparable sales exclude factory stores.

 

First Quarter Net Sales Summary — Fiscal 2017

 

 

 

Net Sales

 

Comparable Sales
Change

 

 

 

Current
Quarter

 

% of Total
Sales

 

% Change

 

$ Change

 

Current
Quarter

 

Prior Year
Quarter

 

Retail Segment

 

$

725.3

 

92.6

%

(5.3

)%

$

(40.9

)

(2.4

)%

(6.2

)%

Men’s Wearhouse

 

$

420.1

 

53.7

%

(4.9

)%

$

(21.6

)

(3.1

)%

(3.5

)%

Jos. A. Bank

 

$

167.2

 

21.4

%

(6.3

)%

$

(11.2

)

3.5

%

(16.0

)%

K&G

 

$

88.7

 

11.3

%

(6.4

)%

$

(6.1

)

(7.4

)%

0.2

%

Moores

 

$

40.8

 

5.2

%

(5.6

)%

$

(2.4

)

(5.3

)%

(3.9

)%

MW Cleaners

 

$

8.5

 

1.1

%

4.4

%

$

0.4

 

 

 

 

 

Corporate Apparel Segment

 

$

57.6

 

7.4

%

(8.0

)%

$

(5.0

)

 

 

 

 

Total Company

 

$

782.9

 

 

 

(5.5

)%

$

(45.9

)

 

 

 

 

 

Total net sales decreased 5.5% to $782.9 million.  Retail segment net sales decreased by 5.3% due primarily to the impact of last year’s store closures as well as comparable sales declines.  Corporate apparel segment net sales decreased 8.0% primarily due to unfavorable currency fluctuations partially offset by higher U.S. sales.

 

Comparable sales at Men’s Wearhouse decreased 3.1%. The decrease in comparable sales resulted primarily from a decrease in transactions partially offset by an increase in average unit retail while units per transaction were essentially flat.  Comparable rental services revenue decreased 0.9%.

 

Jos. A. Bank comparable sales increased 3.5% primarily due to an increase in transactions that more than offset a decrease in average unit retail while units per transaction were essentially flat.

 

K&G comparable sales decreased 7.4% primarily due to lower transactions partially offset by an increase in units per transaction and average unit retail.

 

Moores comparable sales decreased 5.3% primarily due to decreases in both average unit retail and transactions while units per transaction were flat.

 

Gross Margin

 

On a GAAP basis, total gross margin was $332.4 million, a decrease of $19.4 million, due primarily to a decrease in retail segment net sales.  As a percent of sales, total gross margin was flat at 42.5%.

 

On a GAAP basis, retail gross margin was $316.7 million, a decrease of $17.0 million, but increased 20 basis points to 43.7%.  On an adjusted basis, retail gross margin decreased $15.7 million but as a percent of retail sales increased 30 basis points to 43.9%.  The increase in the retail gross margin rate was driven primarily by leveraging of procurement and distribution costs partially offset by deleveraging of occupancy costs as a result of lower retail sales.

 

2



 

Advertising Expense

 

Advertising expense decreased $5.7 million to $42.3 million and decreased 40 basis points as a percent of total sales.  The decrease in advertising expense was driven primarily by reductions in television advertising reflecting a mix shift to digital advertising, as well as the timing of marketing campaigns that will launch later in 2017.

 

Selling, General and Administrative Expenses

 

On a GAAP basis, selling, general and administrative expenses (“SG&A”) decreased $13.7 million to $259.2 million but increased 20 basis points as a percent of total sales primarily due to deleveraging from lower sales.

 

On an adjusted basis, SG&A expenses decreased $13.1 million primarily due to lower employee-related benefit costs as well as decreases in store-related costs resulting from last year’s store rationalization program. SG&A expenses increased 20 basis points as a percent of total sales.

 

Operating Income

 

On a GAAP basis, operating income for both the first quarter of 2017 and 2016 was $31.0 million.

 

On an adjusted basis, operating income for the first quarter was $48.2 million compared to operating income of $47.5 million in the same quarter last year.

 

Interest Expense

 

Net interest expense for the first quarter was $25.6 million compared to $26.5 million in the same quarter last year.

 

Effective Tax Rate

 

On a GAAP basis, the effective tax rate for the first quarter was 70.2% compared to 63.7% for the same quarter last year.

 

On an adjusted basis, the effective tax rate for the first quarter was 42.9% compared to 33.7% in the same quarter last year.  The increase in the effective tax rate was primarily driven by the impact of new accounting guidance related to stock-based compensation.

 

Net Earnings and EPS

 

On a GAAP basis, net earnings for the first quarter were $1.8 million compared to net earnings of $1.6 million for the same quarter last year.  Diluted EPS was $0.04 compared to diluted EPS of $0.03 in last year’s first quarter.

 

On an adjusted basis, net earnings for the first quarter were $13.3 million compared to net earnings of $13.9 million for the same quarter last year.  Diluted EPS was $0.27 compared to diluted EPS of $0.29 in last year’s first quarter.

 

Balance Sheet Highlights

 

Cash and cash equivalents at the end of the first quarter of 2017 were $66.6 million, an increase of $30.2 million compared to the end of the first quarter of 2016.  There were no borrowings outstanding on our revolving credit facility at the end of the first quarter of 2017.

 

3



 

Inventories decreased $92.5 million to $984.2 million at the end of the first quarter of 2017 compared to the end of the first quarter of 2016, primarily due to lower inventories at Jos. A. Bank.  In addition, inventories were lower at our corporate apparel business as we anniversary last year’s rollout of a large uniform program.

 

Total debt at the end of the first quarter of 2017 was approximately $1.6 billion.  The Company made its scheduled $1.8 million payment on its term loan during the first quarter.  In addition, during the quarter, the Company repurchased and retired $7.4 million in face value of its senior notes. Subsequent to quarter end, the Company repurchased and retired $17.5 million in face value of its senior notes for a total of $24.9 million year-to-date.  Also, subsequent to quarter end, the Company made a $4.6 million excess cash flow prepayment together with normal principal and interest payments on its term loan.

 

Cash flow from operating activities for the first quarter of 2017 was $33.4 million compared to $46.4 million in the same period last year.  The decrease was primarily driven by the anniversarying of income tax refunds last year of $62.1 million, partially offset by lower inventory and rental product purchases this year.

 

Capital expenditures for the first quarter of 2017 were $17.8 million compared to $30.3 million in the same period last year.

 

FISCAL 2017 FULL YEAR OUTLOOK

 

·                  Earnings per Share: As previously announced, the Company expects to achieve diluted earnings per share in the range of $1.37 to $1.67, and adjusted diluted earnings per share of $1.60 to $1.90.

 

·                  Comparable Sales: The Company continues to expect comparable sales for Men’s Wearhouse to be down low-single digits, Jos. A. Bank to increase mid-single digits, and Moores and K&G to be down mid-single digits.

 

·                  Tax Rate: The Company continues to expect the effective tax rate to be approximately 33%.

 

·                  Capital Expenditures: The Company continues to expect capital expenditures of approximately $90 million.

 

·                  Real Estate: As previously announced, the Company plans to close all 170 tuxedo shops at Macy’s in the second quarter.  In addition, the Company now expects approximately net 20 store closures compared to its previous outlook of net 10 store closures, with the increase due to additional Jos. A. Bank store closures.  The additional Jos. A. Bank closures resulted from the Company’s continuous review of its real estate portfolio for opportunities to optimize its fleet as lease terms expire.

 

The Company noted that fiscal 2017 is a 53-week year versus the 52-week fiscal 2016.

 

CALL AND WEBCAST INFORMATION

 

At 5:00 p.m. Eastern time on Wednesday, June 7, 2017, management will host a conference call and real time webcast to discuss fiscal 2017 first quarter results.  To access the conference call, please dial 412-902-0030.  To access the live webcast, visit the Investor Relations section of the Company’s website at http://ir.tailoredbrands.com.  A telephonic replay will be available through June 14, 2017, by calling 201-612-7415 and entering the access code of 13661107#, or a webcast archive will be available free on the website for approximately 90 days.

 

4



 

STORE INFORMATION

 

 

 

April 29, 2017

 

April 30, 2016

 

January 28, 2017

 

 

 

Number of
Stores

 

Sq. Ft.
(000’s)

 

Number of
Stores

 

Sq. Ft.
(000’s)

 

Number of
Stores

 

Sq. Ft.
(000’s)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Men’s Wearhouse (a)

 

717

 

4,027.8

 

716

 

4,031.0

 

716

 

4,021.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jos. A. Bank (b)

 

503

 

2,375.2

 

615

 

2,841.2

 

506

 

2,388.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Men’s Wearhouse and Tux

 

56

 

83.8

 

153

 

214.5

 

58

 

86.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Tuxedo Shop @ Macy’s (c)

 

170

 

84.0

 

148

 

73.4

 

170

 

84.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Moores, Clothing for Men

 

126

 

789.1

 

125

 

785.1

 

126

 

789.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

K&G (d)

 

91

 

2,113.5

 

89

 

2,091.1

 

91

 

2,113.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,663

 

9,473.4

 

1,846

 

10,036.3

 

1,667

 

9,483.1

 

 


(a)  Includes one Joseph Abboud store.

 

(b)  Excludes 14 franchise stores.

 

(c)  All Tuxedo Shop @ Macy’s stores will be closed in the second quarter of 2017.

 

(d)  86, 82 and 86 stores offering women’s apparel at the end of each period, respectively.

 

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, comparable sales, effective tax rate, capital expenditures and net store closures. 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 the termination of our tuxedo rental license agreement with Macy’s; 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, Inc. to disclose material information under the federal securities laws, Tailored Brands, Inc. 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.

 

5



 

TAILORED BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

For the Three Months Ended April 29, 2017 and April 30, 2016

(In thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

 

 

% of

 

 

 

% of

 

 

 

2017

 

Sales

 

2016

 

Sales

 

 

 

 

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

Retail clothing product

 

$

583,585

 

74.5

%

$

615,668

 

74.3

%

Rental services

 

94,820

 

12.1

%

99,831

 

12.0

%

Alteration and other services

 

46,900

 

6.0

%

50,743

 

6.1

%

Total retail sales

 

725,305

 

92.6

%

766,242

 

92.4

%

Corporate apparel clothing product

 

57,601

 

7.4

%

62,580

 

7.6

%

Total net sales

 

782,906

 

100.0

%

828,822

 

100.0

%

 

 

 

 

 

 

 

 

 

 

Total cost of sales

 

450,466

 

57.5

%

476,981

 

57.5

%

 

 

 

 

 

 

 

 

 

 

Gross margin(a):

 

 

 

 

 

 

 

 

 

Retail clothing product

 

330,706

 

56.7

%

345,313

 

56.1

%

Rental services

 

78,652

 

82.9

%

83,947

 

84.1

%

Alteration and other services

 

12,428

 

26.5

%

14,593

 

28.8

%

Occupancy costs

 

(105,089

)

-14.5

%

(110,135

)

-14.4

%

Total retail gross margin

 

316,697

 

43.7

%

333,718

 

43.5

%

Corporate apparel clothing product

 

15,743

 

27.3

%

18,123

 

29.0

%

Total gross margin

 

332,440

 

42.5

%

351,841

 

42.5

%

 

 

 

 

 

 

 

 

 

 

Advertising expense

 

42,252

 

5.4

%

47,928

 

5.8

%

Selling, general and administrative expenses

 

259,186

 

33.1

%

272,918

 

32.9

%

 

 

 

 

 

 

 

 

 

 

Operating income

 

31,002

 

4.0

%

30,995

 

3.7

%

 

 

 

 

 

 

 

 

 

 

Net interest

 

(25,554

)

-3.3

%

(26,489

)

-3.2

%

Gain on extinguishment of debt, net

 

715

 

0.1

%

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

6,163

 

0.8

%

4,506

 

0.5

%

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

4,324

 

0.6

%

2,869

 

0.4

%

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

1,839

 

0.2

%

$

1,637

 

0.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per diluted common share allocated to common shareholders

 

$

0.04

 

 

 

$

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average diluted common shares outstanding

 

49,151

 

 

 

48,621

 

 

 

 


(a)  Gross margin percent of sales is calculated as a percentage of related sales.

 

6



 

TAILORED BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

 

 

April 29,

 

April 30,

 

 

 

2017

 

2016

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

66,580

 

$

36,429

 

Accounts receivable, net

 

84,016

 

83,333

 

Inventories

 

984,221

 

1,076,733

 

Other current assets

 

69,288

 

77,903

 

 

 

 

 

 

 

Total current assets

 

1,204,105

 

1,274,398

 

Property and equipment, net

 

467,661

 

521,144

 

Rental product, net

 

147,495

 

174,240

 

Goodwill

 

117,585

 

121,498

 

Intangible assets, net

 

170,966

 

177,826

 

Other assets

 

6,423

 

7,715

 

 

 

 

 

 

 

Total assets

 

$

2,114,235

 

$

2,276,821

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

171,886

 

$

203,248

 

Accrued expenses and other current liabilities

 

303,602

 

311,044

 

Income taxes payable

 

2,861

 

 

Current portion of long-term debt

 

13,379

 

42,451

 

 

 

 

 

 

 

Total current liabilities

 

491,728

 

556,743

 

 

 

 

 

 

 

Long-term debt, net

 

1,574,486

 

1,613,192

 

Deferred taxes, net and other liabilities

 

161,600

 

197,116

 

 

 

 

 

 

 

Total liabilities

 

2,227,814

 

2,367,051

 

 

 

 

 

 

 

Shareholders’ deficit:

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

490

 

486

 

Capital in excess of par

 

474,369

 

456,107

 

Accumulated deficit

 

(546,230

)

(535,006

)

Accumulated other comprehensive loss

 

(42,208

)

(11,817

)

 

 

 

 

 

 

Total shareholders’ deficit

 

(113,579

)

(90,230

)

 

 

 

 

 

 

Total liabilities and shareholders’ deficit

 

$

2,114,235

 

$

2,276,821

 

 

7



 

TAILORED BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

For the Three Months Ended April 29, 2017 and April 30, 2016

(In thousands)

 

 

 

Three Months Ended

 

 

 

2017

 

2016

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net earnings

 

$

1,839

 

$

1,637

 

Non-cash adjustments to net earnings:

 

 

 

 

 

Depreciation and amortization

 

26,426

 

30,306

 

Rental product amortization

 

7,878

 

8,304

 

Asset impairment charges

 

2,867

 

1,162

 

Gain on extinguishment of debt, net

 

(715

)

 

Amortization of deferred financing costs and discount on long-term debt

 

1,849

 

1,916

 

Loss on disposition of assets

 

1,437

 

9

 

Other

 

4,676

 

7,953

 

Changes in operating assets and liabilities

 

(12,906

)

(4,852

)

 

 

 

 

 

 

Net cash provided by operating activities

 

33,351

 

46,435

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures

 

(17,786

)

(30,325

)

Acquisition of business, net of cash

 

(457

)

 

Proceeds from sales of property and equipment

 

12

 

501

 

 

 

 

 

 

 

Net cash used in investing activities

 

(18,231

)

(29,824

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Payments on term loan

 

(1,750

)

(1,750

)

Proceeds from asset-based revolving credit facility

 

137,650

 

204,014

 

Payments on asset-based revolving credit facility

 

(137,650

)

(204,014

)

Repurchase and retirement of senior notes

 

(6,601

)

 

Cash dividends paid

 

(9,131

)

(8,921

)

Proceeds from issuance of common stock

 

467

 

434

 

Tax payments related to vested deferred stock units

 

(1,632

)

(1,247

)

 

 

 

 

 

 

Net cash used in financing activities

 

(18,647

)

(11,484

)

 

 

 

 

 

 

Effect of exchange rate changes

 

(782

)

1,322

 

 

 

 

 

 

 

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(4,309

)

6,449

 

 

 

 

 

 

 

Balance at beginning of period

 

70,889

 

29,980

 

Balance at end of period

 

$

66,580

 

$

36,429

 

 

8



 

TAILORED BRANDS, INC.

UNAUDITED NON-GAAP FINANCIAL MEASURES

(In thousands, except per share amounts)

 

Use of Non-GAAP Financial Measures

 

In addition to providing financial results in accordance with GAAP, we have provided adjusted information for the first quarters of 2017 and 2016 as well as forecasted information for our fiscal year ending February 3, 2018.  This non-GAAP financial information 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.  For fiscal 2017, these items currently consist of costs to terminate our tuxedo rental license agreement with Macy’s.  For fiscal 2016, these costs primarily related to our store rationalization and profit improvement programs and integration costs related to Jos. A. Bank.  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.

 

Reconciliations of non-GAAP information to our actual results follow and amounts may not sum due to rounded numbers.  In addition, only the line items affected by adjustments are shown in the tables.

 

GAAP to Non-GAAP Adjusted Consolidated Statements of Earnings Information

 

GAAP to Non-GAAP Adjusted - Three Months Ended April 29, 2017

 

Consolidated Results

 

GAAP Results

 

Macy’s
Termination
(1)

 

Total
Adjustments

 

Non-GAAP
Adjusted Results

 

Rental services gross margin

 

$

78,652

 

$

1,416

 

$

1,416

 

$

80,068

 

 

 

 

 

 

 

 

 

 

 

Total retail gross margin

 

316,697

 

1,416

 

1,416

 

318,113

 

 

 

 

 

 

 

 

 

 

 

Total gross margin

 

332,440

 

1,416

 

1,416

 

333,856

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

259,186

 

(15,736

)

(15,736

)

243,450

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

31,002

 

17,152

 

17,152

 

48,154

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes(2)

 

4,324

 

 

 

5,671

 

9,995

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

1,839

 

 

 

11,481

 

13,320

 

 

 

 

 

 

 

 

 

 

 

Net earnings per diluted common share allocated to common shareholders

 

$

0.04

 

 

 

$

0.23

 

$

0.27

 

 


(1) Consists of $12.3 million of termination costs, $1.4 million of rental product write-offs, $1.2 million of asset impairment charges and $2.3 million of other costs.

 

(2) The tax effect of the excluded items is computed as the difference between tax expense on a GAAP basis and tax expense on an adjusted non-GAAP basis.

 

9



 

GAAP to Non-GAAP Adjusted - Three Months Ended April 30, 2016

 

Consolidated Results

 

GAAP Results

 

Jos. A. Bank
Integration 
(1)

 

Profit
Improvement
(2)

 

Other

 

Total
Adjustments

 

Non-GAAP Adjusted
Results

 

Retail clothing product gross margin

 

$

345,313

 

$

 

$

 

$

(23

)

$

(23

)

$

345,290

 

Alteration and other services gross margin

 

14,593

 

 

151

 

 

151

 

14,744

 

Occupancy costs

 

(110,135

)

541

 

 

(564

)

(23

)

(110,158

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total retail gross margin

 

333,718

 

541

 

151

 

(587

)

105

 

333,823

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross margin

 

351,841

 

541

 

151

 

(587

)

105

 

351,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

272,918

 

(3,082

)

(13,010

)

(305

)

(16,397

)

256,521

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

30,995

 

3,623

 

13,161

 

(282

)

16,502

 

47,497

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes(3)

 

2,869

 

 

 

 

 

 

 

4,209

 

7,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

1,637

 

 

 

 

 

 

 

12,293

 

13,930

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per diluted common share allocated to common shareholders

 

$

0.03

 

 

 

 

 

 

 

$

0.26

 

$

0.29

 

 


(1) Primarily consisting of severance costs and accelerated depreciation.

 

(2) Consists of $5.0 million of consulting costs, $3.8 million of severance costs, $2.0 million of store impairment charges and accelerated depreciation, $1.9 million of lease termination costs and $0.5 million of other costs.

 

(3) The tax effect of the excluded items is computed as the difference between tax expense on a GAAP basis and tax expense on an adjusted non-GAAP basis. 

 

GAAP to Non-GAAP Adjusted EPS for Fiscal 2017

 

GAAP to Non-GAAP Adjusted — Reconciliation of Forecasted Adjusted EPS for Fiscal 2017

 

Diluted EPS- GAAP Basis

 

$

1.37-$1.67

 

Costs 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%

 

10


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