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 2018 THIRD QUARTER RESULTS

 

·                  Q3 2018 retail segment comparable sales up 2.3% with all brands positive

 

·                  Q3 2018 GAAP diluted EPS of $0.27 and adjusted diluted EPS(1) of $1.01

 

·                  Q3 2018 custom sales averaged $5 million per week, up 150% year-over-year

 

·                  Total debt reduced by $40 million in Q3 2018; down $300 million year-over-year

 

·                  Company updates outlook for FY 2018 adjusted diluted EPS to $2.30 to $2.35

 

FREMONT, CA — December 12, 2018 — Tailored Brands, Inc. (NYSE: TLRD) today announced consolidated financial results for the fiscal third quarter ended November 3, 2018.

 

For the third quarter ended November 3, 2018, the Company reported GAAP diluted earnings per share of $0.27 and adjusted diluted earnings per share(1) of $1.01, compared to GAAP diluted earnings per share of $0.75 for the same period a year ago.  There were no adjusted items in last year’s third quarter.

 

“We reported 2.3% positive comparable sales in the third quarter, with all retail brands delivering positive comparable sales.  Our sales growth was driven primarily by custom suiting, which we sold at an average rate of $5 million per week, up 150% versus last year,” said Tailored Brands Executive Chairman Dinesh Lathi.  “I am pleased with the team’s execution on our custom growth strategy.  During the quarter, we improved our custom offering’s speed, selection and service, making custom even more compelling to consumers.

 

“That said, as the third quarter progressed we saw a softening of comparable sales due to lower transactions at Men’s Wearhouse and that trend continued into November.  As a result, we have taken a more cautious outlook on fourth quarter comparable sales for Men’s Wearhouse and now expect fiscal 2018 adjusted diluted EPS of $2.30 to $2.35.”

 

Lathi added, “We also executed our strategies to reduce inventories and debt to improve capital efficiency and strengthen our balance sheet.  During the quarter, we reduced inventories 10% versus last year. We also successfully repriced our term loan, reducing the interest rate spread by 25 basis points, which lowers our annual cash interest expense by more than $2 million.  Our total debt is down approximately $300 million versus a year ago.”

 

Third quarter 2018 GAAP results include a goodwill impairment charge of $24.0 million related to our corporate apparel business, $9.4 million related to the repricing of the Company’s term loan, $6.4 million related to the retirement of our former CEO and $0.6 million related to the previously announced closure of a rental product distribution center in the second quarter of 2018.  Of the $40.4 million total charges, $34.3 million were non-cash.

 


(1)             In the third quarter of fiscal 2018, adjusted items consist of a goodwill impairment charge related to our corporate apparel business, a loss on extinguishment of debt related to the repricing of the Company’s term loan, costs related to the retirement of our former CEO and costs related to the previously announced closure of a rental product distribution center in the second quarter of 2018.  There were no adjusted items in last year’s third quarter. See Use of Non-GAAP Financial Measures for additional information on items excluded from adjusted EPS.

 

1


 

Third Quarter Fiscal 2018 Results

 

Net Sales Summary(1)

 

 

 

Net Sales (U.S.
dollars, in
millions)

 

% Total
Sales
Change

 

Comparable
Sales
Change
(2)

 

 

 

 

 

 

 

 

 

Retail

 

$

751.7

 

0.6

%

2.3

%

Men’s Wearhouse

 

$

454.9

 

1.3

%

1.7

%

Jos. A. Bank

 

$

169.3

 

4.1

%

3.8

%

K&G

 

$

72.6

 

4.3

%

4.0

%

Moores(3)

 

$

54.9

 

- 4.7

%

1.2

%

Corporate Apparel

 

$

61.0

 

-3.6

%

 

 

 

 

 

 

 

 

 

 

Total Company(4)

 

$

812.7

 

0.2

%

 

 

 


(1)

 

Amounts may not sum due to rounded numbers.

(2)

 

Comparable sales is defined as net sales from stores open at least 12 months at period end and includes e-commerce sales. Due to the 53-week to 52-week calendar shift, third quarter 2018 comparable sales are compared with the 13-week period ended November 4, 2017.

(3)

 

The Moores comparable sales change is based on the Canadian dollar.

(4)

 

On March 3, 2018, the Company sold its MW Cleaners business.

 

 

Net Sales

 

Total net sales increased 0.2% to $812.7 million. Retail net sales increased 0.6% primarily due to an increase in retail clothing sales, which drove positive 2.3% retail comparable sales.  This was partially offset by a $7.3 million decrease in alteration and other services primarily resulting from the MW Cleaners divestiture.

 

Corporate apparel net sales decreased 3.6%, or $2.3 million, primarily due to lower sales in the United Kingdom (“UK”) associated with uncertainty surrounding Brexit, as well as the impact of a weaker British pound this year.  The Company now expects corporate apparel net sales to decrease by a mid-single-digit percentage in fiscal 2018, primarily due to continued soft trends in the UK business, versus previous guidance of a low-single-digit percentage decrease.

 

Comparable Sales

 

Men’s Wearhouse comparable sales increased 1.7%. Comparable sales for clothing increased primarily due to an increase in average unit retail partially offset by a decrease in both units per transaction and transactions. Comparable rental services revenue decreased 0.6%, primarily reflecting the trend to purchase suits for special occasions partially offset by the impact of more weddings in the third quarter, which included the vanity wedding date of August 18, 2018, (“8/18/18”).  The Company expects to report comparable rental services revenue in the fourth quarter of up low-single-digits versus last year and still expects to report a mid-single-digit decrease in rental services revenue for fiscal 2018.

 

Jos. A. Bank comparable sales increased 3.8% primarily due to an increase in both transactions and average unit retail, partially offset by a decrease in units per transaction.

 

K&G comparable sales increased 4.0% due to increases in transactions, units per transaction and average unit retail.

 

2


 

Moores comparable sales increased 1.2% primarily due to an increase in transactions partially offset by a decrease in units per transaction, while average unit retail was flat.

 

Gross Margin

 

On a GAAP basis, consolidated gross margin was $362.7 million, an increase of $4.0 million, primarily due to the increase in retail clothing product sales.  As a percent of sales, consolidated gross margin increased 40 basis points to 44.6%.  On an adjusted basis, consolidated gross margin increased 40 basis points, primarily due to leveraging of occupancy costs.

 

On a GAAP basis, retail segment gross margin was $346.1 million, an increase of $4.1 million, primarily due to the increase in retail clothing product sales.  As a percent of sales, retail segment gross margin increased 20 basis points to 46.0%. On an adjusted basis, retail segment gross margin increased $4.1 million, or 20 basis points, primarily due to leveraging of occupancy costs.

 

Advertising Expense

 

Advertising expense decreased $1.3 million to $37.3 million and decreased 20 basis points as a percent of sales to 4.6%.

 

Selling, General and Administrative Expenses (“SG&A”)

 

On a GAAP basis, SG&A increased $2.8 million to $246.3 million and increased 30 basis points as a percent of sales.  On an adjusted basis, SG&A decreased $4.1 million to $239.3 million primarily due to lower share-based compensation and the impact of the MW Cleaners divestiture partially offset by higher store commissions.   As a percent of sales, adjusted SG&A decreased 60 basis points to 29.4%.

 

Goodwill Impairment Charge

 

During the third quarter of 2018, sales, profitability and cash flow of our corporate apparel segment underperformed in comparison to our forecast.  The performance of our corporate apparel business was and continues to be impacted by increasing uncertainty surrounding Brexit, which is resulting in lower replenishment demand from existing accounts in the UK.  In addition, in the third quarter of 2018, we received notification from a significant U.S. customer of their decision not to renew their existing agreement with us in 2019. As a result of the continued uncertainty surrounding Brexit and the notification from our U.S. customer, we lowered our forecast of sales, profitability and cash flow for the corporate apparel segment for the fourth quarter of 2018 and future years.

 

As a result of the factors above, we determined that a triggering event occurred during the third quarter of 2018 and an interim goodwill impairment test for our corporate apparel segment was required.  We concluded that the segment’s goodwill was fully impaired and recorded a non-cash goodwill impairment charge of $24.0 million during the third quarter of 2018.

 

Operating Income

 

On a GAAP basis, operating income was $55.1 million compared to $76.6 million last year.  On an adjusted basis, operating income was $86.1 million, up 12.3% compared to $76.6 million last year.  As a percent of sales, adjusted operating margin increased 110 basis points to 10.6%.

 

3


 

Net Interest Expense and Net Loss on Extinguishment of Debt

 

Net interest expense was $18.6 million compared to $24.3 million last year.  The decrease in interest expense resulted from the reduction of outstanding debt.

 

On a GAAP basis, net loss on extinguishment of debt was $9.4 million compared to a net gain on extinguishment of debt of $2.5 million last year.  The net loss on extinguishment of debt resulted from the repricing of our term loan and consisted of the write-off of original issue discount and deferred financing costs.  On an adjusted basis, there was no net loss on extinguishment of debt for the quarter compared to a net gain on extinguishment of debt of $2.5 million in the third quarter last year.

 

Effective Tax Rate

 

On a GAAP basis, the effective tax rate was 48.9% compared to 32.8% last year. The increased rate this year primarily reflects the non-deductibility of both the goodwill impairment charge and CEO retirement costs.  On an adjusted basis, the effective tax rate was 23.9% compared to 32.8% last year.  Both the GAAP and the adjusted effective tax rates reflect the impact of the Tax Cuts and Jobs Act of 2017.

 

Net Earnings and EPS

 

On a GAAP basis, net earnings were $13.9 million compared to $36.9 million last year.  Diluted EPS was $0.27 compared to $0.75 last year.

 

On an adjusted basis, net earnings were $51.4 million compared to $36.9 million last year.  Adjusted diluted EPS was $1.01 compared to $0.75 last year.

 

Balance Sheet Highlights

 

Cash and cash equivalents at the end of the third quarter of 2018 were $68.4 million, a decrease of $57.8 million compared to the end of the third quarter of 2017, resulting from the use of cash on hand in the second quarter of 2018 to fund a portion of the $175 million partial redemption of senior notes.  At the end of the third quarter of 2018, there were $58.5 million of borrowings outstanding on our revolving credit facility.

 

Inventories decreased $98.0 million to $875.0 million at the end of the third quarter of 2018, compared to the end of the third quarter of 2017, primarily due to a 10% reduction in retail segment inventories.

 

During the third quarter, the Company made its scheduled $2.3 million payment on its term loan and repaid $46.0 million on its revolving credit facility.  Total debt at the end of the third quarter of 2018 was approximately $1.2 billion, a decrease of $299.6 million compared to the end of the third quarter of 2017.

 

Cash flow from operating activities for the nine months ended November 3, 2018, was $277.8 million compared to $252.5 million last year.  The increase was driven by higher net earnings, after adjusting for certain items primarily related to extinguishment of debt and goodwill impairment, and favorable timing fluctuations in accounts payable, partially offset by an increase in inventories ahead of the fourth quarter holiday season.

 

Capital expenditures for the nine months ended November 3, 2018, were $46.9 million compared to $56.0 million last year.

 

4


 

FISCAL 2018 FOURTH QUARTER AND FULL YEAR OUTLOOK

 

The Company is providing guidance for the fourth quarter of 2018 and updating its outlook for full year fiscal 2018 as follows:

 

Q4 2018

 

·                  Earnings per Share: The Company expects to achieve adjusted diluted loss per share in the range of $0.24 to $0.29.

 

·                  Comparable Sales: The Company expects comparable sales for:

 

·                  Men’s Wearhouse to be down low-single-digits

 

·                  Jos. A. Bank to be up low-single-digits

 

·                  Moores to be up low-single-digits

 

·                  K&G to be flat-to-up slightly.

 

·                  Non-Comparable Sales:

 

·                  The Company expects to report corporate apparel net sales of $55 million to $60 million

 

·                  The 53rd week last year contributed $45.7 million of net sales and $0.05 diluted earnings per share

 

FY 2018

 

·                  Earnings per Share: The Company expects to achieve adjusted diluted EPS in the range of $2.30 to $2.35, versus its previous range of $2.35 to $2.50.

 

·                  Comparable Sales: The Company expects comparable sales for:

 

·                  Men’s Wearhouse to be flat-to-up slightly versus previous guidance of up low-single-digits

 

·                  Jos. A. Bank to be up low-single-digits

 

·                  Moores to be up low-single-digits

 

·                  K&G to be flat-to-up slightly.

 

·                  Effective Tax Rate: The Company now expects an effective tax rate of between 23% and 24% versus previous guidance of approximately 25%.

 

·                  Inventory: The Company continues to expect to reduce inventories by a high-single-digit percentage.

 

·                  Capital Expenditures: The Company now expects capital expenditures of approximately $90 million versus previous guidance of approximately $100 million.

 

·                  Depreciation and Amortization: The Company continues to expect depreciation and amortization of approximately $100 million.

 

·                  Real Estate: The Company continues to expect approximately net 10 store closures in 2018 resulting from its continuous review of its real estate portfolio for opportunities to optimize its fleet as lease terms expire.

 

The Company noted that fiscal 2018 is a 52-week year versus the 53-week fiscal 2017.

 

5


 

STORE INFORMATION

 

 

 

November 3, 2018

 

October 28, 2017

 

February 3, 2018

 

 

 

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)

 

721

 

4,040.8

 

720

 

4,040.9

 

719

 

4,036.0

 

Jos. A. Bank (b)

 

485

 

2,285.2

 

493

 

2,318.3

 

491

 

2,309.9

 

Men’s Wearhouse and Tux

 

49

 

73.3

 

51

 

77.0

 

51

 

77.0

 

Moores

 

126

 

787.4

 

126

 

787.5

 

126

 

787.5

 

K&G (c)

 

88

 

2,028.4

 

90

 

2,076.3

 

90

 

2,065.0

 

Total

 

1,469

 

9,215.1

 

1,480

 

9,300.0

 

1,477

 

9,275.4

 

 


(a)  Includes one Joseph Abboud store.

(b)  Excludes 14 franchise stores.

(c)  84, 86, and 86 stores offering women’s apparel at the end of each period, respectively.

 

Conference Call and Webcast Information

 

At 5:00 p.m. Eastern time on Wednesday, December 12, 2018, management will host a conference call and webcast to discuss fiscal 2018 third quarter results.  To access the conference call, please dial 201-689-8029.  To access the live webcast, visit the Investor Relations section of the Company’s website at http://ir.tailoredbrands.com.  The webcast archive will be available on the website for approximately 90 days.

 

About Tailored Brands, Inc.

 

As the leading specialty retailer of men’s tailored clothing and largest men’s formalwear provider in the U.S. and Canada, Tailored Brands helps men love the way they look for work and special occasions.  We serve our customers through an expansive omni-channel network that includes over 1,400 stores 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.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 Q4 2018 outlook for adjusted earnings per share, comparable sales and non-comparable sales and its 2018 outlook for adjusted earnings per share, comparable sales, effective tax rate, inventory, capital expenditures, depreciation and amortization, and net store closures. In addition, words such as “expects,” “anticipates,” “envisions,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “guidance,” “may,” “projections,” and “business outlook,” variations of such words and similar expressions are intended to identify such forward-looking statements.  The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  Any forward-looking statements that we make herein are not guarantees of future performance and actual results may differ materially from those in such forward-looking statements as a result of various factors.  Factors that might cause or contribute to such differences include, but are not limited to:  actions or inactions 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 formulating or executing our internal strategies and operating plans including new store and new market expansion plans; cost reduction initiatives and revenue enhancement strategies; 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, including custom clothing; performance issues with key suppliers; disruptions in our supply chain; severe weather; foreign currency fluctuations; government export and import policies, including the

 

6


 

enactment of duties or tariffs; advertising or marketing activities of competitors; the impact of cybersecurity threats or data breaches and legal proceedings; and the impact of climate change.

 

Forward-looking statements are intended to convey the Company’s expectations about the future, and speak only as of the date they are made.  We undertake no obligation to publicly update or revise any forward-looking statements that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by applicable law.  However, any further disclosures made on related subjects in our subsequent reports on Forms 10-K, 10-Q and 8-K should be consulted. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995, and all written or oral forward-looking statements that are made by or attributable to us are expressly qualified in their entirety by the cautionary statements contained or referenced in this section.

 

(Tables Follow)

 

7


 

TAILORED BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

For the Three Months Ended November 3, 2018 and October 28, 2017

(In thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

 

 

% of

 

 

 

% of

 

 

 

2018

 

Sales

 

2017

 

Sales

 

 

 

 

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

Retail clothing product

 

$

588,447

 

72.4

%

$

575,203

 

70.9

%

Rental services

 

124,697

 

15.3

%

126,410

 

15.6

%

Alteration and other services

 

38,597

 

4.7

%

45,909

 

5.7

%

Total retail sales

 

751,741

 

92.5

%

747,522

 

92.2

%

Corporate apparel clothing product

 

61,006

 

7.5

%

63,296

 

7.8

%

Total net sales

 

812,747

 

100.0

%

810,818

 

100.0

%

 

 

 

 

 

 

 

 

 

 

Total cost of sales

 

450,012

 

55.4

%

452,061

 

55.8

%

 

 

 

 

 

 

 

 

 

 

Gross margin (a):

 

 

 

 

 

 

 

 

 

Retail clothing product

 

334,689

 

56.9

%

327,910

 

57.0

%

Rental services

 

107,378

 

86.1

%

105,955

 

83.8

%

Alteration and other services

 

5,575

 

14.4

%

11,771

 

25.6

%

Occupancy costs

 

(101,521

)

-13.5

%

(103,579

)

-13.9

%

Total retail gross margin

 

346,121

 

46.0

%

342,057

 

45.8

%

Corporate apparel clothing product

 

16,614

 

27.2

%

16,700

 

26.4

%

Total gross margin

 

362,735

 

44.6

%

358,757

 

44.2

%

 

 

 

 

 

 

 

 

 

 

Advertising expense

 

37,338

 

4.6

%

38,664

 

4.8

%

Selling, general and administrative expenses

 

246,305

 

30.3

%

243,466

 

30.0

%

Goodwill impairment charge

 

23,991

 

3.0

%

 

0.0

%

 

 

 

 

 

 

 

 

 

 

Operating income

 

55,101

 

6.8

%

76,627

 

9.5

%

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(18,550

)

-2.3

%

(24,253

)

-3.0

%

(Loss) gain on extinguishment of debt, net

 

(9,420

)

-1.2

%

2,539

 

0.3

%

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

27,131

 

3.3

%

54,913

 

6.8

%

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

13,256

 

1.6

%

18,021

 

2.2

%

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

13,875

 

1.7

%

$

36,892

 

4.5

%

 

 

 

 

 

 

 

 

 

 

Net earnings per diluted common share

 

$

0.27

 

 

 

$

0.75

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average diluted common shares outstanding:

 

50,722

 

 

 

49,430

 

 

 

 


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

 

8


 

TAILORED BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

For the Nine Months Ended November 3, 2018 and October 28, 2017

(In thousands, except per share data)

 

 

 

Nine Months Ended

 

 

 

 

 

% of

 

 

 

% of

 

 

 

2018

 

Sales

 

2017

 

Sales

 

 

 

 

 

 

 

 

 

 

 

Net sales:

 

 

 

 

 

 

 

 

 

Retail clothing product

 

$

1,807,879

 

73.7

%

$

1,753,782

 

71.7

%

Rental services

 

350,019

 

14.3

%

373,208

 

15.3

%

Alteration and other services

 

116,600

 

4.8

%

138,835

 

5.7

%

Total retail sales

 

2,274,498

 

92.7

%

2,265,825

 

92.7

%

Corporate apparel clothing product

 

179,643

 

7.3

%

178,657

 

7.3

%

Total net sales

 

2,454,141

 

100.0

%

2,444,482

 

100.0

%

 

 

 

 

 

 

 

 

 

 

Total cost of sales

 

1,377,280

 

56.1

%

1,356,589

 

55.5

%

 

 

 

 

 

 

 

 

 

 

Gross margin (a):

 

 

 

 

 

 

 

 

 

Retail clothing product

 

1,018,876

 

56.4

%

1,004,980

 

57.3

%

Rental services

 

298,677

 

85.3

%

312,628

 

83.8

%

Alteration and other services

 

15,651

 

13.4

%

35,149

 

25.3

%

Occupancy costs

 

(304,312

)

-13.4

%

(311,994

)

-13.8

%

Total retail gross margin

 

1,028,892

 

45.2

%

1,040,763

 

45.9

%

Corporate apparel clothing product

 

47,969

 

26.7

%

47,130

 

26.4

%

Total gross margin

 

1,076,861

 

43.9

%

1,087,893

 

44.5

%

 

 

 

 

 

 

 

 

 

 

Advertising expense

 

117,232

 

4.8

%

120,804

 

4.9

%

Selling, general and administrative expenses

 

739,654

 

30.1

%

750,995

 

30.7

%

Goodwill impairment charge

 

23,991

 

1.0

%

 

0.0

%

 

 

 

 

 

 

 

 

 

 

Operating income

 

195,984

 

8.0

%

216,094

 

8.8

%

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

(61,188

)

-2.5

%

(74,876

)

-3.1

%

(Loss) gain on extinguishment of debt, net

 

(30,253

)

-1.2

%

6,535

 

0.3

%

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

104,543

 

4.3

%

147,753

 

6.0

%

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

27,521

 

1.1

%

50,551

 

2.1

%

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

77,022

 

3.1

%

$

97,202

 

4.0

%

 

 

 

 

 

 

 

 

 

 

Net earnings per diluted common share

 

$

1.52

 

 

 

$

1.97

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average diluted common shares outstanding:

 

50,764

 

 

 

49,251

 

 

 

 


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

 

9


 

TAILORED BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

 

 

November 3,

 

October 28,

 

 

 

2018

 

2017

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

68,425

 

$

126,244

 

Accounts receivable, net

 

80,696

 

81,193

 

Inventories

 

875,003

 

973,001

 

Other current assets

 

70,433

 

53,566

 

 

 

 

 

 

 

Total current assets

 

1,094,557

 

1,234,004

 

Property and equipment, net

 

430,878

 

454,921

 

Rental product, net

 

102,540

 

125,320

 

Goodwill

 

79,475

 

119,125

 

Intangible assets, net

 

164,833

 

169,072

 

Other assets

 

17,257

 

8,859

 

 

 

 

 

 

 

Total assets

 

$

1,889,540

 

$

2,111,301

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

235,958

 

$

186,862

 

Accrued expenses and other current liabilities

 

302,322

 

281,533

 

Income taxes payable

 

16,277

 

21,224

 

Current portion of long-term debt

 

9,000

 

8,750

 

 

 

 

 

 

 

Total current liabilities

 

563,557

 

498,369

 

 

 

 

 

 

 

Long-term debt, net

 

1,167,906

 

1,467,735

 

Deferred taxes and other liabilities

 

148,590

 

160,197

 

 

 

 

 

 

 

Total liabilities

 

1,880,053

 

2,126,301

 

 

 

 

 

 

 

Shareholders’ equity (deficit):

 

 

 

 

 

Preferred stock

 

 

 

Common stock

 

501

 

492

 

Capital in excess of par

 

501,835

 

485,299

 

Accumulated deficit

 

(464,993

)

(469,463

)

Accumulated other comprehensive loss

 

(27,856

)

(31,328

)

 

 

 

 

 

 

Total shareholders’ equity (deficit)

 

9,487

 

(15,000

)

 

 

 

 

 

 

Total liabilities and shareholders’ equity (deficit)

 

$

1,889,540

 

$

2,111,301

 

 

10


 

TAILORED BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

For the Nine Months Ended November 3, 2018 and October 28, 2017

 

 

 

Nine Months Ended

 

 

 

2018

 

2017

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net earnings

 

$

77,022

 

$

97,202

 

Adjustments to net earnings:

 

 

 

 

 

Depreciation and amortization

 

78,088

 

78,929

 

Rental product amortization

 

30,720

 

32,779

 

Goodwill impairment charge

 

23,991

 

 

Asset impairment charges

 

504

 

2,867

 

Loss (gain) on extinguishment of debt, net

 

30,253

 

(6,535

)

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

 

2,936

 

5,391

 

Loss on disposition of assets

 

8,599

 

1,407

 

Other

 

8,994

 

15,029

 

Changes in operating assets and liabilities

 

16,710

 

25,469

 

 

 

 

 

 

 

Net cash provided by operating activities

 

277,817

 

252,538

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Capital expenditures

 

(46,927

)

(55,956

)

Proceeds from divestiture of business

 

17,755

 

 

Acquisition of business, net of cash

 

 

(457

)

Proceeds from sales of property and equipment

 

 

2,157

 

 

 

 

 

 

 

Net cash used in investing activities

 

(29,172

)

(54,256

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Payments on old term loan

 

(993,420

)

(9,879

)

Proceeds from new term loan

 

895,500

 

 

Payments on new term loan

 

(6,750

)

 

Proceeds from asset-based revolving credit facility

 

465,500

 

235,900

 

Payments on asset-based revolving credit facility

 

(407,000

)

(235,900

)

Repurchase and retirement of senior notes

 

(199,365

)

(106,731

)

Deferred financing costs

 

(6,713

)

(2,464

)

Cash dividends paid

 

(27,833

)

(26,895

)

Proceeds from issuance of common stock

 

6,149

 

1,334

 

Tax payments related to vested deferred stock units

 

(7,510

)

(1,682

)

 

 

 

 

 

 

Net cash used in financing activities

 

(281,442

)

(146,317

)

 

 

 

 

 

 

Effect of exchange rate changes

 

(2,385

)

3,390

 

 

 

 

 

 

 

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(35,182

)

55,355

 

 

 

 

 

 

 

Balance at beginning of period

 

103,607

 

70,889

 

Balance at end of period

 

$

68,425

 

$

126,244

 

 

11


 

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, if applicable, for our fiscal third quarter and nine months ended November 3, 2018 and October 28, 2017.  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 business results.  For the third quarter of fiscal 2018, adjusted items consist of a goodwill impairment charge related to our corporate apparel business, a loss on extinguishment of debt related to the repricing of the Company’s term loan, costs related to the retirement of our former CEO and costs related to the closure of a rental product distribution center.  There were no adjusted items in last year’s third quarter.

 

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 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 full year fiscal 2018 adjusted EPS, which is a forward-looking non-GAAP financial measure, to the most directly comparable GAAP financial measure, is not provided because the Company is unable to provide such reconciliation without unreasonable effort.  The inability to provide this reconciliation is due to the uncertainty and inherent difficulty predicting the occurrence, the financial impact and the periods in which the non-GAAP adjustments may be recognized.  These GAAP measures may include the impact of items such as costs related to optimizing our capital structure and the tax effect of such items. Historically, the Company has excluded these types of items from non-GAAP financial measures.  The Company currently expects to continue to exclude these items in future disclosures of non-GAAP financial measures and may also exclude other items that may arise. The decisions and events that typically lead to the recognition of non-GAAP adjustments are inherently unpredictable as to if or when they may occur. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

 

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.

 

12


 

GAAP to Non-GAAP Adjusted Consolidated Statements of Earnings Information

 

GAAP to Non-GAAP Adjusted - Three Months Ended November 3, 2018

 

Consolidated Results

 

GAAP Results

 

Repricing of
Term Loan 
(1)

 

Closure of
Rental Product
Distribution
Center 
(2)

 

CEO Retirement
Costs 
(3)

 

Interim Corporate
Apparel Goodwill
Impairment Test 
(4)

 

Total
Adjustments

 

Non-GAAP
Adjusted
Results

 

Rental services gross margin

 

$

107,378

 

$

 

$

19

 

$

 

$

 

$

19

 

$

107,397

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total retail gross margin

 

346,121

 

 

 

19

 

 

 

19

 

346,140

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross margin

 

362,735

 

 

 

19

 

 

 

19

 

362,754

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

246,305

 

 

 

(560

)

(6,417

)

 

(6,977

)

239,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill impairment charge

 

23,991

 

 

 

 

 

 

 

(23,991

)

(23,991

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

55,101

 

 

 

579

 

6,417

 

23,991

 

30,987

 

86,088

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt

 

(9,420

)

9,420

 

 

 

 

 

9,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes(5)

 

13,256

 

 

 

 

 

 

 

 

 

2,861

 

16,117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

13,875

 

 

 

 

 

 

 

 

 

37,546

 

51,421

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per diluted common share

 

$

0.27

 

 

 

 

 

 

 

 

 

$

0.74

 

$

1.01

 

 


(1) Consists of the elimination of unamortized deferred financing costs and original issue discount related to the repricing of the Term Loan totaling $9.4 million.

(2) Consists of $0.3 million of closure related costs, $0.2 million of severance and $0.1 million of accelerated depreciation, all related to the retail segment.

(3) Consists of $5.4 million of severance and consulting costs, $0.7 million related to accelerated vesting of certain share-based awards (net of the impact of forfeited awards) and $0.3 million of other costs related to the shared services segment.

(4) Consists of a $24.0 million goodwill impairment charge related to our corporate apparel segment.

(5) 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 - Nine Months Ended November 3, 2018

 

Consolidated Results

 

GAAP
Results

 

Divestiture of
MW Cleaners
(1)

 

Refinancing
and
Repricing
of Term
Loan 
(2)

 

Partial
Redemption
of Senior
Notes 
(3)

 

Closure of
Rental Product
Distribution
Center 
(4)

 

CEO
Retirement
Costs 
(5)

 

Interim Corporate
Apparel Goodwill
Impairment Test 
(6)

 

Total
Adjustments

 

Non-GAAP
Adjusted
Results

 

Rental services gross margin

 

$

298,677

 

$

 

$

 

$

 

$

4,029

 

$

 

$

 

$

4,029

 

$

302,706

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total retail gross margin

 

1,028,892

 

 

 

 

 

 

4,029

 

 

 

4,029

 

1,032,921

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gross margin

 

1,076,861

 

 

 

 

 

 

4,029

 

 

 

4,029

 

1,080,890

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

739,654

 

(3,766

)

 

 

 

 

(925

)

(6,417

)

 

(11,108

)

728,546

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill impairment charge

 

23,991

 

 

 

 

 

 

 

 

 

 

 

(23,991

)

(23,991

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

195,984

 

3,766

 

 

 

 

 

4,954

 

6,417

 

23,991

 

39,128

 

235,112

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss on extinguishment of debt

 

(30,253

)

 

 

21,278

 

8,122

 

 

 

 

 

 

 

29,400

 

(853

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes(7)

 

27,521

 

 

 

 

 

 

 

 

 

 

 

 

 

14,177

 

41,698

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

77,022

 

 

 

 

 

 

 

 

 

 

 

 

 

54,351

 

131,373

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per diluted common share

 

$

1.52

 

 

 

 

 

 

 

 

 

 

 

 

 

$

1.07

 

$

2.59

 

 


(1) Consists of a $3.8 million loss upon divestiture of MW Cleaners business related to the retail segment.

(2) Consists of the elimination of unamortized deferred financing costs and original issue discount related to the refinancing and repricing of the Term Loan totaling $21.3 million.

(3) Consists of the $6.1 million premium and elimination of unamortized deferred financing costs totaling $2.0 million related to the partial redemption of senior notes.

(4) Consists of $4.0 million of rental product writeoffs, $0.4 million of severance, $0.3 million of closure related costs and $0.3 million of accelerated depreciation, all related to the retail segment.

(5) Consists of $5.4 million of severance and consulting costs, $0.7 million related to accelerated vesting of certain share-based awards (net of the impact of forfeited awards) and $0.3 million of other costs, related to the shared services segment.

(6) Consists of a $24.0 million goodwill impairment charge related to our corporate apparel segment.

(7) 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.

 

13


 

GAAP to Non-GAAP Adjusted - Nine Months Ended October 28, 2017

 

Consolidated Results

 

GAAP Results

 

Macy’s
Termination 
(1)

 

Total
Adjustments

 

Non-GAAP Adjusted
Results

 

Rental services gross margin

 

$

312,628

 

$

1,416

 

$

1,416

 

$

314,044

 

 

 

 

 

 

 

 

 

 

 

Total retail gross margin

 

1,040,763

 

1,416

 

1,416

 

1,042,179

 

 

 

 

 

 

 

 

 

 

 

Total gross margin

 

1,087,893

 

1,416

 

1,416

 

1,089,309

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

750,995

 

(15,736

)

(15,736

)

735,259

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

216,094

 

17,152

 

17,152

 

233,246

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes(2)

 

50,551

 

 

 

5,671

 

56,222

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

97,202

 

 

 

11,481

 

108,683

 

 

 

 

 

 

 

 

 

 

 

Net earnings per diluted common share

 

$

1.97

 

 

 

$

0.23

 

$

2.21

 

 


(1) Consists of $12.3 million of termination costs, $1.4 million of rental product writeoffs, $1.2 million of asset impairment charges and $2.3 million of other costs, all related to the retail segment.

(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.

 

14