Attached files
file | filename |
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EX-10.4 - EXHIBIT 10.4 - BANK JOS A CLOTHIERS INC /DE/ | c05556exv10w4.htm |
EX-10.1 - EXHIBIT 10.1 - BANK JOS A CLOTHIERS INC /DE/ | c05556exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - BANK JOS A CLOTHIERS INC /DE/ | c05556exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - BANK JOS A CLOTHIERS INC /DE/ | c05556exv10w3.htm |
EX-31.1 - EXHIBIT 31.1 - BANK JOS A CLOTHIERS INC /DE/ | c05556exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - BANK JOS A CLOTHIERS INC /DE/ | c05556exv31w2.htm |
EX-32.2 - EXHIBIT 32.2 - BANK JOS A CLOTHIERS INC /DE/ | c05556exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - BANK JOS A CLOTHIERS INC /DE/ | c05556exv32w1.htm |
Table of Contents
United States
Securities and Exchange Commission
Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q
þ | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended July 31, 2010.
or
o | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Commission File Number 0-23874
Jos. A. Bank Clothiers, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 36-3189198 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer | |
Identification Number) |
||
500 Hanover Pike, Hampstead, MD | 21074-2095 | |
(Address of Principal Executive Offices) | (Zip Code) |
410-239-2700
(Registrants telephone number including area code)
(Registrants telephone number including area code)
None
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company (See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act)(check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act): Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date:
Class | Outstanding as of August 25, 2010 | |
Common Stock, $.01 par value | 27,526,201 |
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Page No. | ||||||||
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4 | ||||||||
5 | ||||||||
6 | ||||||||
14 | ||||||||
22 | ||||||||
22 | ||||||||
23 | ||||||||
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Exhibit 10.1 | ||||||||
Exhibit 10.2 | ||||||||
Exhibit 10.3 | ||||||||
Exhibit 10.4 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 |
2
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. | Unaudited Condensed Consolidated Financial Statements |
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Income
(In Thousands Except Per Share Data)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
August 1, 2009 | July 31, 2010 | August 1, 2009 | July 31, 2010 | |||||||||||||
Net sales |
$ | 167,735 | $ | 188,412 | $ | 329,660 | $ | 366,537 | ||||||||
Cost of goods sold |
64,558 | 70,082 | 128,029 | 134,891 | ||||||||||||
Gross profit |
103,177 | 118,330 | 201,631 | 231,646 | ||||||||||||
Operating expenses: |
||||||||||||||||
Sales and marketing, including occupancy costs |
67,684 | 73,748 | 132,629 | 144,267 | ||||||||||||
General and administrative |
14,811 | 17,175 | 29,471 | 33,911 | ||||||||||||
Total operating expenses |
82,495 | 90,923 | 162,100 | 178,178 | ||||||||||||
Operating income |
20,682 | 27,407 | 39,531 | 53,468 | ||||||||||||
Other income (expense): |
||||||||||||||||
Interest income |
92 | 159 | 161 | 274 | ||||||||||||
Interest expense |
(110 | ) | (5 | ) | (208 | ) | (95 | ) | ||||||||
Total other income (expense) |
(18 | ) | 154 | (47 | ) | 179 | ||||||||||
Income before provision for income taxes |
20,664 | 27,561 | 39,484 | 53,647 | ||||||||||||
Provision for income taxes |
8,152 | 11,082 | 15,517 | 21,360 | ||||||||||||
Net income |
$ | 12,512 | $ | 16,479 | $ | 23,967 | $ | 32,287 | ||||||||
Per share information: |
||||||||||||||||
Earnings per share: |
||||||||||||||||
Basic |
$ | 0.46 | $ | 0.60 | $ | 0.87 | $ | 1.17 | ||||||||
Diluted |
$ | 0.45 | $ | 0.59 | $ | 0.86 | $ | 1.16 | ||||||||
Weighted average shares outstanding: |
||||||||||||||||
Basic |
27,437 | 27,527 | 27,437 | 27,527 | ||||||||||||
Diluted |
27,781 | 27,827 | 27,769 | 27,823 |
See accompanying notes.
3
Table of Contents
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In Thousands)
January 30, 2010 | July 31, 2010 | |||||||
(Audited) | (Unaudited) | |||||||
ASSETS |
||||||||
CURRENT ASSETS: |
||||||||
Cash and cash equivalents |
$ | 21,853 | $ | 89,495 | ||||
Short-term investments |
169,736 | 114,691 | ||||||
Accounts receivable, net |
5,860 | 8,171 | ||||||
Inventories: |
||||||||
Finished goods |
209,443 | 213,005 | ||||||
Raw materials |
8,878 | 13,040 | ||||||
Total inventories |
218,321 | 226,045 | ||||||
Prepaid expenses and other current assets |
16,035 | 16,590 | ||||||
Total current assets |
431,805 | 454,992 | ||||||
NONCURRENT ASSETS: |
||||||||
Property, plant and equipment, net |
124,139 | 131,089 | ||||||
Other noncurrent assets |
420 | 554 | ||||||
Total assets |
$ | 556,364 | $ | 586,635 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES: |
||||||||
Accounts payable |
$ | 18,225 | $ | 32,158 | ||||
Accrued expenses |
85,256 | 72,644 | ||||||
Deferred tax liability current |
5,064 | 5,067 | ||||||
Total current liabilities |
108,545 | 109,869 | ||||||
NONCURRENT LIABILITIES: |
||||||||
Deferred rent |
51,853 | 49,535 | ||||||
Deferred tax liability noncurrent |
1,608 | 247 | ||||||
Other noncurrent liabilities |
1,048 | 1,174 | ||||||
Total liabilities |
163,054 | 160,825 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Common stock |
183 | 274 | ||||||
Additional paid-in capital |
83,249 | 83,462 | ||||||
Retained earnings |
309,823 | 342,019 | ||||||
Accumulated other comprehensive income |
55 | 55 | ||||||
Total stockholders equity |
393,310 | 425,810 | ||||||
Total
liabilities and stockholders equity |
$ | 556,364 | $ | 586,635 | ||||
See accompanying notes.
4
Table of Contents
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(In Thousands)
(Unaudited)
Six Months Ended | ||||||||
August 1, 2009 | July 31, 2010 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 23,967 | $ | 32,287 | ||||
Adjustments
to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
10,896 | 11,802 | ||||||
Loss on disposals of property, plant and equipment |
66 | 91 | ||||||
Non-cash equity compensation |
| 234 | ||||||
Increase (decrease) in deferred taxes |
225 | (1,358 | ) | |||||
Net (increase) in operating working capital and other components |
(24,773 | ) | (17,988 | ) | ||||
Net cash provided by operating activities |
10,381 | 25,068 | ||||||
Cash flows from investing activities: |
||||||||
Capital expenditures |
(7,413 | ) | (12,471 | ) | ||||
Net (purchases) maturities of short-term investments |
(64,879 | ) | 55,045 | |||||
Net cash provided by (used in) investing activities |
(72,292 | ) | 42,574 | |||||
Cash flows from financing activities: |
| | ||||||
Net increase (decrease) in cash and cash equivalents |
(61,911 | ) | 67,642 | |||||
Cash and cash equivalents beginning of period |
122,875 | 21,853 | ||||||
Cash and cash equivalents end of period |
$ | 60,964 | $ | 89,495 | ||||
See accompanying notes.
5
Table of Contents
JOS. A. BANK CLOTHIERS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. | BASIS OF PRESENTATION |
Jos. A. Bank Clothiers, Inc. (the Company) is a nationwide designer, manufacturer,
retailer and direct marketer (through stores, catalog and Internet) of mens tailored and
casual clothing and accessories. The condensed consolidated financial statements include the
accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation.
The results of operations for the interim periods shown in this report are not
necessarily indicative of results to be expected for the fiscal year. In the opinion of
management, the information contained herein reflects all adjustments necessary to make the
results of operations for the interim periods a fair statement of the operating results for
these periods. These adjustments are of a normal recurring nature.
The Company operates on a 52-53 week fiscal year ending on the Saturday closest to
January 31. The following fiscal years ended or will end on the dates indicated and will be
referred to herein by their fiscal year designations:
Fiscal year 2005
|
January 28, 2006 | |
Fiscal year 2006
|
February 3, 2007 | |
Fiscal year 2007
|
February 2, 2008 | |
Fiscal year 2008
|
January 31, 2009 | |
Fiscal year 2009
|
January 30, 2010 | |
Fiscal year 2010
|
January 29, 2011 |
Each fiscal year noted above consists of 52 weeks except fiscal year 2006, which
consisted of 53 weeks.
The accompanying unaudited condensed consolidated financial statements have been prepared
in accordance with generally accepted accounting principles in the United States of America
(GAAP) for interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X and therefore do not include all of the information and footnotes
required by GAAP for comparable annual financial statements. Certain notes and other
information have been condensed or omitted from the interim financial statements presented in
this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in
conjunction with the Companys Annual Report on Form 10-K for fiscal year 2009.
2. | SIGNIFICANT ACCOUNTING POLICIES |
Cash and Cash Equivalents Cash and cash equivalents include bank deposit
accounts, money market accounts and other highly liquid investments with original maturities
of 90 days or less. At July 31, 2010, substantially all of the cash and cash equivalents were
invested in U.S. Treasury bills with original maturities of 90 days or less and overnight
federally-sponsored agency notes.
Short-term Investments Short-term investments consist of investments in
securities with maturities of less than one year, excluding investments with original
maturities of 90 days or less. At July 31, 2010, short-term investments consisted solely of
U.S. Treasury bills with remaining maturities ranging from three to ten months. These
investments are classified as held-to-maturity and their market values approximate their
carrying values.
Inventories The Company records inventory at the lower of cost or market
(LCM). Cost is determined using the first-in, first-out method. The Company capitalizes into
inventory certain warehousing and freight delivery costs associated with shipping its
merchandise to the point of sale. The Company periodically reviews quantities of inventories
on hand and compares these amounts to the expected sales of each product. The Company records
a charge to cost of goods sold for the amount required to reduce the carrying value of
inventory to net realizable value.
Vendor Rebates The Company receives credits from vendors in connection with
inventory purchases. The credits are separately negotiated with each vendor. Substantially all
of these credits are earned in one of two ways: a) as a fixed percentage of the purchase price
when an invoice is paid or b) as an agreed-upon amount in the month a new store is opened.
There are no contingent minimum purchase amounts, milestones or other contingencies that are
required to be met to earn the credits. The credits described in a) above are recorded as a
reduction to inventories in the
Consolidated Balance Sheets as the inventories are purchased and the credits described in
b) above are recorded as a reduction to inventories as new stores are opened. In both cases,
the credits are recognized as reductions to cost of goods sold as the product is sold.
6
Table of Contents
Landlord Contributions The Company typically receives reimbursement from
landlords for a portion of the cost of leasehold improvements for new stores and,
occasionally, for renovations and relocations. These landlord contributions are initially
accounted for as an increase to deferred rent and as an increase to prepaid expenses and other
current assets when the related store is opened. When collected, the Company records cash and
reduces the prepaid expenses and other current assets account. The collection of landlord
contributions is presented in the Condensed Consolidated Statements of Cash Flows as an
operating activity. The deferred rent is amortized over the lease term in a manner that is
consistent with the Companys policy to straight-line rent expense over the term of the lease.
The amortization is recorded as a reduction to sales and marketing expense which is consistent
with the classification of lease expense.
Gift Cards and Certificates The Company sells gift cards and gift certificates
to individuals and companies. The Companys incentive gift certificates are used by various
companies as a reward for achievement for their employees. The Company also redeems
proprietary gift cards and gift certificates marketed by third-party premium/incentive
companies. The Company records a liability when a gift card/certificate is purchased. As the
gift card/certificate is redeemed, the Company reduces the liability and records revenue.
Substantially all of the Companys gift cards/certificates do not have expiration dates and
they are all subject to state escheatment laws. Based on historical experience, gift
cards/certificates redemptions after the escheatment due date are remote and the Company
recognizes any income (also referred to as breakage) on these unredeemed gift
cards/certificates on a specific identification basis at that time.
Recently Issued Accounting Standards In June 2009, the Financial Accounting
Standards Board (FASB) issued FASB Accounting Standards Codification (ASC) effective for
financial statements issued for interim and annual periods ending after September 15, 2009. The
ASC is an aggregation of previously issued authoritative GAAP in one comprehensive set of
guidance organized by subject area. In accordance with the ASC, references to previously issued
accounting standards have been replaced by ASC references. Subsequent revisions to GAAP will be
incorporated into the ASC through Accounting Standards Updates (ASU).
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements
(ASU 2009-13). ASU 2009-13 addresses revenue recognition of multiple-element sales
arrangements. It establishes a selling price hierarchy for determining the selling price of
each product or service, with vendor-specific objective evidence (VSOE) at the highest level,
third-party evidence of VSOE at the intermediate level, and a best estimate at the lowest
level. It replaces fair value with selling price in revenue allocation guidance. It also
significantly expands the disclosure requirements for such arrangements. ASU 2009-13 will be
effective prospectively for sales entered into or materially modified in fiscal years beginning
on or after June 15, 2010, with early adoption permitted. The Company is currently evaluating
the impact ASU 2009-13 may have on its consolidated financial statements.
7
Table of Contents
3. | SUPPLEMENTAL CASH FLOW DISCLOSURE |
The net changes in operating working capital and other components consist of the
following:
Six Months Ended | ||||||||
August 1, 2009 | July 31, 2010 | |||||||
(In Thousands) | ||||||||
(Increase) decrease in accounts receivable |
$ | 384 | $ | (2,311 | ) | |||
(Increase) in inventories |
(16,804 | ) | (7,724 | ) | ||||
(Increase) decrease in prepaids and other assets |
3,323 | (689 | ) | |||||
Increase in accounts payable |
4,517 | 13,933 | ||||||
(Decrease) in accrued expenses |
(15,317 | ) | (19,005 | ) | ||||
(Decrease) in deferred rent and other noncurrent liabilities |
(876 | ) | (2,192 | ) | ||||
Net (increase) in operating working capital and other components |
$ | (24,773 | ) | $ | (17,988 | ) | ||
Interest and income taxes paid were as follows:
Six Months Ended | ||||||||
August 1, 2009 | July 31, 2010 | |||||||
(In Thousands) | ||||||||
Interest paid |
$ | 155 | $ | 92 | ||||
Income taxes paid |
$ | 25,946 | $ | 37,793 |
As of August 1, 2009 and July 31, 2010, included in Property, plant and equipment, net
and Accrued expenses in the Condensed Consolidated Balance Sheets are $0.9 million and $7.0
million, respectively, of accrued property, plant and equipment additions that have been
incurred but not completely invoiced by vendors, and therefore, not paid by the respective
period-ends. The net changes in these amounts are excluded from payments for capital
expenditures and changes in accrued expenses in the Condensed Consolidated Statements of Cash
Flows.
4. | EARNINGS PER SHARE |
Basic earnings per share is calculated by dividing net income by the weighted average
number of common shares outstanding for the period. Diluted earnings per share is calculated
by dividing net income by the diluted weighted average common shares, which reflects the
potential dilution of common stock equivalents. The weighted average shares used to calculate
basic and diluted earnings per share are as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
August 1, 2009 | July 31, 2010 | August 1, 2009 | July 31, 2010 | |||||||||||||
(In Thousands) | ||||||||||||||||
Weighted average shares
outstanding for basic EPS |
27,437 | 27,527 | 27,437 | 27,527 | ||||||||||||
Dilutive effect of common stock
equivalents |
344 | 300 | 332 | 296 | ||||||||||||
Weighted average shares
outstanding for diluted EPS |
27,781 | 27,827 | 27,769 | 27,823 | ||||||||||||
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Table of Contents
The Company uses the treasury stock method for calculating the dilutive effect of common
stock equivalents. For the quarter and six months ended July 31, 2010 there were 63,600
restricted stock units that were anti-dilutive, which were excluded from the calculation of
diluted shares. For the quarter and six months ended August 1, 2009, there were no
anti-dilutive common stock equivalents.
On June 17, 2010, the Companys Board of Directors declared a stock split in the form of
a 50% stock dividend which was distributed on August 18, 2010 to stockholders of record as of
July 30, 2010. All share and per share amounts of common shares included in this Quarterly
Report on Form 10-Q have been adjusted to reflect this stock dividend.
5. | INCOME TAXES |
Income taxes are accounted for under the asset and liability method in accordance with
FASB ASC 740, Income Taxes, (ASC 740), formerly SFAS No. 109, Accounting for Income
Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases and operating loss and tax credit carry
forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in the Consolidated Statements of Income in the period that includes the
enactment date.
The Company accounts for uncertainties in income taxes pursuant to ASC 740, formerly FASB
Financial Interpretation No. 48, Accounting for Uncertainty in Income Taxes, which clarifies
the accounting for uncertainty in income taxes recognized in the financial statements under
SFAS 109. The Company recognizes tax liabilities for uncertain income tax positions
(unrecognized tax benefits) pursuant to ASC 740 where an evaluation has indicated that it is
more likely than not that the tax positions will not be sustained in an audit. The Company
estimates the unrecognized tax benefits as the largest amount that is more than 50% likely to
be realized upon ultimate settlement. The Company reevaluates these uncertain tax positions on
a quarterly basis or when new information becomes available to management. The reevaluations
are based on many factors, including but not limited to, changes in facts or circumstances,
changes in tax law, successfully settled issues under audit, expirations due to statutes of
limitations, and new federal or state audit activity. The Company also recognizes accrued
interest and penalties related to these unrecognized tax benefits which are included in the
provision for income taxes in the Condensed Consolidated Statements of Income.
The effective income tax rate for the second quarter of fiscal year 2010 was 40.2% as
compared with 39.5% for the second quarter of fiscal year 2009. For the first six months of
fiscal year 2010, the effective tax rate was 39.8% as compared with 39.3% for the same period
of fiscal year 2009. The increases for the second quarter and first six months of fiscal year
2010 are largely related to higher state taxes.
The Company files a federal income tax return and state and local income tax returns in
various jurisdictions. The Internal Revenue Service (IRS) has audited tax returns through
fiscal year 2005, including its examination of the tax return for fiscal year 2005 in fiscal
year 2008. No significant adjustments were required to the fiscal year 2005 tax return as a
result of the examination by the IRS. In November 2009, the IRS began an examination of the
Companys tax returns for fiscal years 2007 and 2008, which continues to be in progress. The
Company believes it has made its best estimate in recording its provision for income taxes in
accordance with ASC 740, (formerly FASB Financial Interpretation No. 48, Accounting for
Uncertainty in Income Taxes). For the years before fiscal year 2006, the majority of the
Companys state and local income tax returns are no longer subject to examinations by taxing
authorities.
In 2010, significant proposed changes to U.S. income tax rules were announced as part of
the 2011 budget proposals. The proposed changes could influence the Companys future income
tax expense and/or the timing of income tax deductions. The impact of the proposed changes on
our business operations and financial statements remains uncertain. However, as the
possibility of enactment progresses, we will continue to monitor current developments and
assess the potential implications of these tax law changes on our business.
9
Table of Contents
6. | SEGMENT REPORTING |
The Company has two reportable segments: Stores and Direct Marketing. The Stores segment
includes all Company-owned stores excluding factory stores (Full-line Stores). The Direct
Marketing segment includes the Companys catalog call center and Internet operations. While
each segment offers a similar mix of mens clothing to the retail customer, the Stores segment
also provides complete alterations, while the Direct Marketing segment provides certain
limited alterations.
The accounting policies of the segments are the same as those described in the summary of
significant policies. The Company evaluates performance of the segments based on four wall
contribution, which excludes any allocation of overhead from the corporate office and the
distribution centers (except order fulfillment costs, which are allocated to Direct
Marketing), interest and income taxes.
The Companys segments are strategic business units that offer similar products to the
retail customer by two distinctively different methods. In the Stores segment, a typical
customer travels to the store and purchases mens clothing and/or alterations and takes the
purchases with him or her. The Direct Marketing customer receives a catalog in his or her home
and/or office and/or visits our Internet web site and places an order by phone, mail, fax or
online. The merchandise is then shipped to the customer.
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Table of Contents
Segment data is presented in the following tables (In Thousands):
Three months ended July 31, 2010
Stores | Direct Marketing | Corporate and Other |
Total | |||||||||||||
Net sales (a) |
$ | 169,784 | $ | 15,638 | $ | 2,990 | $ | 188,412 | ||||||||
Depreciation and amortization |
5,075 | 113 | 758 | 5,946 | ||||||||||||
Operating income (loss) (b) |
40,230 | 6,160 | (18,983 | ) | 27,407 | |||||||||||
Capital expenditures (c) |
4,936 | 872 | 2,685 | 8,493 |
Three months ended August 1, 2009
Stores | Direct Marketing | Corporate and Other |
Total | |||||||||||||
Net sales (a) |
$ | 151,040 | $ | 13,917 | $ | 2,778 | $ | 167,735 | ||||||||
Depreciation and amortization |
4,824 | 9 | 630 | 5,463 | ||||||||||||
Operating income (loss) (b) |
30,860 | 5,570 | (15,748 | ) | 20,682 | |||||||||||
Capital expenditures (c) |
1,922 | 182 | 367 | 2,471 |
Six months ended July 31, 2010
Stores | Direct Marketing | Other | Total | |||||||||||||
Net sales (a) |
$ | 329,596 | $ | 30,974 | $ | 5,967 | $ | 366,537 | ||||||||
Depreciation and amortization |
10,144 | 228 | 1,430 | 11,802 | ||||||||||||
Operating income (loss) (b) |
78,085 | 12,481 | (37,098 | ) | 53,468 | |||||||||||
Capital expenditures (c) |
7,340 | 919 | 4,212 | 12,471 |
Six months ended August 1, 2009
Stores | Direct Marketing | Other | Total | |||||||||||||
Net sales (a) |
$ | 294,811 | $ | 29,343 | $ | 5,506 | $ | 329,660 | ||||||||
Depreciation and amortization |
9,604 | 20 | 1,272 | 10,896 | ||||||||||||
Operating income (loss) (b) |
58,356 | 12,022 | (30,847 | ) | 39,531 | |||||||||||
Capital expenditures (c) |
5,900 | 846 | 667 | 7,413 |
(a) | Stores net sales represent all Full-line Store sales. Direct Marketing net sales represent catalog call center and Internet sales. Net sales from segments below the GAAP quantitative thresholds are attributable primarily to three operating segments of the Company. Those segments are factory stores, franchise stores and regional tailor shops. None of these segments have ever met any of the quantitative thresholds for determining reportable segments and are included in Corporate and Other. |
11
Table of Contents
(b) | Operating income (loss) for the Stores and Direct Marketing segments represents profit before allocations of overhead from the corporate office and the distribution centers, interest and income taxes (four wall contribution). Total Company shipping costs to customers of approximately $3.2 million and $2.0 million for the second quarters of fiscal years 2010 and 2009, respectively, and approximately $5.5 million and $3.7 million for the first six months of fiscal years 2010 and 2009, respectively, which primarily related to the Direct Marketing segment, were recorded to Sales and marketing, including occupancy costs in the Condensed Consolidated Statements of Income. Operating income (loss) for Corporate and Other consists primarily of costs included in general and administrative costs. Total operating income represents profit before interest and income taxes. | |
(c) | Capital expenditures include payments for property, plant and equipment made for the reportable segment. |
7. | LEGAL MATTERS |
Massachusetts Laborers Annuity Fund (MLAF) was the lead plaintiff in a class action
filed in the United States District Court for the District of Maryland against the Company,
Robert N. Wildrick, R. Neal Black and David E. Ullman (Roy T. Lefkoe v. Jos. A. Bank
Clothiers, Inc., et al., Civil Action Number 1:06-cv-01892-WMN) (the Class Action). The
Class Action was initially instituted on July 24, 2006. On behalf of purchasers of the
Companys stock between December 5, 2005 and June 7, 2006 (the Class Period), the Class
Action purported to make claims under Sections 10(b) and 20(a) and Rule 10b-5 of the
Securities Exchange Act of 1934, based on the Companys disclosures during the Class Period.
The Class Action sought unspecified damages, costs and attorneys fees.
In late October 2009, the Company and MLAF agreed to settle the Class Action for an
amount that is within the limits of the Companys insurance coverage. The settlement did not
have any impact on the Companys financial statements. The Stipulation of Settlement (the
Stipulation) entered into by the Company and MLAF includes a statement that, at the time of
the settlement, the substantial discovery completed did not substantiate any of the claims
asserted against the individual defendants. By Order dated July 8, 2010 and filed on July 20,
2010, the court approved the settlement of the Class Action in accordance with the Stipulation
and dismissed the Class Action with prejudice.
On November 12, 2009, Casey J. Stewart, a former employee of the Company, on behalf of
himself and all others similarly situated, filed a Complaint against the Company in the United
States District Court for the Northern District of California (Case number CV 09 5348 PJH)
alleging racial discrimination by the Company with respect to hiring and terms and conditions
of employment. Pursuant to a Motion to Transfer Venue filed by the Company, the Complaint is
now pending in the United States District Court for the Eastern District of California as Case
number 2:10-cv-00481-GEB-DAD. The Complaint seeks, among other things, certification of the
case as a class action, declaratory and injunctive relief, an order mandating corrective
action, reinstatement, back pay, front pay, general damages, exemplary and punitive damages,
costs and attorneys fees. The Company intends to defend this lawsuit vigorously.
The Company is also a party to routine litigation matters that are incidental to its
business. From time to time, other legal matters in which the Company may be named as a
defendant are expected to arise in the normal course of the Companys business activities. The
resolution of the Companys litigation matters cannot be accurately predicted and there is no
estimate of costs or potential losses, if any. Accordingly, the Company cannot determine
whether its insurance coverage would be sufficient to cover such costs or potential losses, if
any, and has not recorded any provision for cost or loss associated with these actions. It is
possible that the Companys consolidated financial statements could be materially impacted in
a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these
actions.
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8. | INCENTIVE STOCK OPTION AND OTHER EQUITY PLANS |
On March 30, 2010, the Board of Directors approved, subject to stockholder approval, the
Jos. A. Bank Clothiers, Inc. 2010 Equity Incentive Plan (the Equity Incentive Plan). The
Equity Incentive Plan was approved by stockholders at the Companys 2010 annual meeting of
stockholders on June 17, 2010.
The principal purposes of the Equity Incentive Plan are to promote the interests of the
Company and its stockholders by providing employees, directors and consultants with
appropriate incentives and rewards to encourage them to enter into and continue in the employ
or service of the Company or its subsidiaries, to acquire a proprietary interest in the
long-term success of the Company and to reward the performance of individuals in fulfilling
their personal responsibilities for long-range and annual achievements. In addition, the
Equity Incentive Plan is designed to permit the grant of performance-based awards in
compliance with the requirements of Section 162(m) of the Internal Revenue Code (Section
162m). The Equity Incentive Plan reserves 1.5 million shares of the Companys common stock
for issuance pursuant to awards to be granted under the Equity Incentive Plan.
Under the Equity Incentive Plan, the Company may grant stock options, stock appreciation
rights, restricted stock, restricted stock units and stock and cash-based awards. The Company
accounts for awards under this plan in accordance with FASB ASC 718, Share-Based Payment
(ASC 718), which requires the compensation cost resulting from all share-based awards to be
recognized in the financial statements. The amount of compensation is measured based on the
grant-date fair value of the awards and is recognized over the vesting period of the awards.
During the second quarter of fiscal year 2010, the Company granted 86,100 restricted
stock units under this plan to certain of its officers and to the members of the Board of
Directors with an aggregate grant date fair value of approximately $3.4 million. The grants to
the officers are intended to qualify under Section 162(m). The vesting of awards to both the
officers and directors is subject to service conditions being met, ranging from one to three
years. Additionally, the vesting of awards to officers is subject to performance conditions
being met such as, among other things, the attainment of certain annual earnings and
performance goals in fiscal year 2010. For these officer awards (which represents
approximately $2.5 million of the aggregate grant date fair value), the Company estimates the
probability that such goals will be attained based on results-to-date at each interim
quarter-end and records compensation cost for these awards based on the awards projected to
vest.
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Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with the unaudited consolidated
financial statements and notes thereto included in this Quarterly Report on Form 10-Q and with
the Companys audited financial statements and notes thereto included in its Annual Report on
Form 10-K for fiscal year 2009.
On June 17, 2010, the Companys Board of Directors declared a stock split in the form of
a 50% stock dividend which was distributed on August 18, 2010 to stockholders of record as of
July 30, 2010. All share and per share amounts of common shares included in this Quarterly
Report on Form 10-Q have been adjusted to reflect this stock dividend.
Overview For the second quarter of fiscal year 2010, the Companys net income
was $16.5 million, an increase of 31.7% as compared with $12.5 million for the second quarter
of fiscal year 2009. The Company earned $0.59 per diluted share in the second quarter of
fiscal year 2010, as compared with $0.45 per diluted share in the second quarter of fiscal
year 2009. As such, diluted earnings per share increased 31.1% as compared with the prior
year period. The results of the second quarter of fiscal year 2010, as compared to the second
quarter of fiscal year 2009, were primarily driven by:
12.3% increase in net sales, driven by a 12.4% increase in the Stores segment
sales and a 12.4% increase in the Direct Marketing segment sales;
9.2% increase in comparable store sales;
130 basis point increase in gross profit margins due mainly to higher
merchandise gross margins primarily as a result of higher initial mark-ups driven
primarily by improved sourcing; and
130 basis point decrease in sales and marketing costs as a percentage of sales
driven primarily by the leveraging of occupancy, Stores and Direct Marketing payroll
and benefits and advertising and marketing costs, partially offset by higher other
variable selling costs as a percentage of sales.
As of the end of the second quarter of fiscal year 2010, the Company had 487 stores,
consisting of 463 Company-owned Full-line Stores, 10 Company-owned factory stores, including 3
new factory concept stores, and 14 stores owned and operated by franchisees. The Company
opened 17 stores and closed 3 stores in the first six months of fiscal year 2010. In the past
five years, the Company has opened over 200 stores. Specifically, there were 56 new stores
opened in fiscal year 2005, 52 new stores opened in fiscal year 2006, 48 new stores opened in
fiscal year 2007, 40 new stores opened in fiscal year 2008 and 14 new stores opened in fiscal
year 2009. The lower number of store openings in fiscal year 2009 compared to previous years
was due primarily to the impact of the national economic crisis that occurred during late 2008
and into 2009, including but not limited to a resulting lack of quality real estate
opportunities.
The Company expects to open approximately 35 to 40 stores in fiscal year 2010, including
the 17 stores opened in the first six months of fiscal year 2010. This range includes
approximately five stores the Company plans to open under its new Company-owned factory store
concept of which three were opened during the second quarter of fiscal year 2010. The increase
in store openings over fiscal year 2009 is primarily the result of the emergence of quality
real estate opportunities in the marketplace and the Companys desire to return to its more
normal store expansion pace. In the future, the Company believes that it can grow the chain to
approximately 600 Full-line Stores and 50 to 75 factory stores in the United States depending
on the performance of the Company over the next several years and the outcome of the initial
factory store test phase.
Capital expenditures in fiscal year 2010 are expected to be approximately $30 to $35
million, primarily to fund the opening of approximately 35 to 40 new stores, the renovation
and/or relocation of several stores, the expansion of the Companys distribution and office
space, expenditures related to new business initiatives including tuxedo rentals and factory
stores and the implementation of various systems projects. The capital expenditures include
the cost of the construction of leasehold improvements for new stores and the renovation or
relocation of several stores, of which approximately $4 to $5 million is expected to be
reimbursed through landlord contributions.
For fiscal year 2010, the Company expects inventories to increase over fiscal year 2009
as a result of new store openings, sales growth and new business initiatives such as factory
stores.
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Critical Accounting Policies and Estimates In preparing the consolidated
financial statements, a number of assumptions and estimates are made that, in the judgment of
management, are proper in light of existing general economic and company-specific
circumstances. For a detailed discussion of the application of these and other accounting
policies, see Note 1 to the Consolidated Financial Statements in the Companys Annual Report
on Form 10-K for fiscal year 2009.
Inventory. The Company records inventory at the lower of cost or market (LCM). Cost is
determined using the first-in, first-out method. The estimated market value is based on
assumptions for future demand and related pricing. The Company reduces the carrying value of
inventory to net realizable value where cost exceeds estimated selling price less costs of
disposal.
Managements sales assumptions regarding sales below cost are based on the Companys
experience that most of the Companys inventory is sold through the Companys primary sales
channels, with virtually no inventory being liquidated through bulk sales to third parties.
The Companys LCM reserve estimates for inventory that have been made in the past have been
very reliable as a significant portion of its sales (over two-thirds in fiscal year 2009) are
of classic traditional products that are part of on-going programs and that bear low risk of
declines in value below cost. These products include items such as navy and gray suits, navy
blazers, white and blue dress shirts, etc. To limit the need to sell significant amounts of
product below cost, all product categories are closely monitored in an attempt to identify and
correct situations in which aging goals have not been, or are reasonably likely to not be
achieved. In addition, the Companys strong gross profit margins enable the Company to sell
substantially all of its products at levels above cost.
To calculate the estimated market value of its inventory, the Company periodically
performs a detailed review of all of its major inventory classes and stock-keeping units and
performs an analytical evaluation of aged inventory on a quarterly basis. Semi-annually, the
Company compares the on-hand units and season-to-date unit sales (including actual selling
prices) to the sales trend and estimated prices required to sell the units in the future,
which enables the Company to estimate the amount which may have to be sold below cost.
Substantially all of the units sold below cost are sold in the Companys factory stores,
through the Companys Internet web site or on clearance at the Full-line Stores, typically
within 24 months of purchase. The Companys costs in excess of selling price for units sold
below cost totaled $1.4 million and $1.2 million in fiscal year 2008 and fiscal year 2009,
respectively. The Company reduces the carrying amount of its current inventory value for
product in its inventory that may be sold below its cost. If the amount of inventory which is
sold below its cost differs from the estimate, the Companys inventory valuation adjustment
could change.
Asset Valuation. Long-lived assets, such as property, plant and equipment subject to
depreciation, are reviewed for impairment to determine whether events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to estimated undiscounted future cash flows expected to be generated by the
asset. If the carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized in the amount by which the carrying amount of the asset
exceeds the estimated fair value of the asset. The asset valuation estimate is principally
dependent on the Companys ability to generate profits at both the Company and store levels.
These levels are principally driven by the sales and gross profit trends that are closely
monitored by the Company. While the Company performs a quarterly review of its long-lived
assets to determine if an impairment exists, the fourth quarter is typically the most
significant quarter to make such a determination since it provides the best indication of
performance trends in the individual stores. There were no asset valuation charges in either
the first six months of fiscal year 2010 or the first six months of fiscal year 2009.
Lease Accounting. The Company uses a consistent lease period (generally, the initial
non-cancelable lease term plus renewal option periods provided for in the lease that can be
reasonably assured) when calculating amortization of leasehold improvements and in determining
straight-line rent expense and classification of its leases as either an operating lease or a
capital lease. The lease term and straight-line rent expense commence on the date when the
Company takes possession and has the right to control the use of the leased premises. Funds
received from the lessor intended to reimburse the Company for the costs of leasehold
improvements are recorded as a deferred rent resulting from a lease incentive and amortized
over the lease term as a reduction to rent expense.
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While the Company has taken reasonable care in preparing these estimates and making these
judgments, actual results could and probably will differ from these estimates. Management
believes any difference in the actual results from the estimates will not have a material
effect upon the Companys financial position or results of operations. These estimates, among
other things, were discussed by management with the Companys Audit Committee.
Recently Issued Accounting Standards In June 2009, the Financial Accounting Standards
Board (FASB) issued FASB Accounting Standards Codification (ASC) effective for financial
statements issued for interim and annual periods ending after September 15, 2009. The ASC is an
aggregation of previously issued authoritative GAAP in one comprehensive set of guidance
organized by subject area. In accordance with the ASC, references to previously issued
accounting standards have been replaced by ASC references. Subsequent revisions to GAAP will be
incorporated into the ASC through Accounting Standards Updates (ASU).
In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements
(ASU 2009-13). ASU 2009-13 addresses revenue recognition of multiple-element sales
arrangements. It establishes a selling price hierarchy for determining the selling price of
each product or service, with vendor-specific objective evidence (VSOE) at the highest level,
third-party evidence of VSOE at the intermediate level, and a best estimate at the lowest
level. It replaces fair value with selling price in revenue allocation guidance. It also
significantly expands the disclosure requirements for such arrangements. ASU 2009-13 will be
effective prospectively for sales entered into or materially modified in fiscal years beginning
on or after June 15, 2010, with early adoption permitted. The Company is currently evaluating
the impact ASU 2009-13 may have on its consolidated financial statements.
Results of Operations
The following table is derived from the Companys Condensed Consolidated Statements of
Income and sets forth, for the periods indicated, the items included in the Condensed
Consolidated Statements of Income expressed as a percentage of net sales.
Percentage of Net Sales | Percentage of Net Sales | |||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
August 1, 2009 | July 31, 2010 | August 1, 2009 | July 31, 2010 | |||||||||||||
Net sales |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
Cost of goods sold |
38.5 | 37.2 | 38.8 | 36.8 | ||||||||||||
Gross profit |
61.5 | 62.8 | 61.2 | 63.2 | ||||||||||||
Sales and marketing expenses |
40.4 | 39.1 | 40.2 | 39.4 | ||||||||||||
General and administrative expenses |
8.8 | 9.1 | 8.9 | 9.3 | ||||||||||||
Total operating expenses |
49.2 | 48.3 | 49.2 | 48.6 | ||||||||||||
Operating income |
12.3 | 14.5 | 12.0 | 14.6 | ||||||||||||
Total other income |
| 0.1 | | | ||||||||||||
Income before provision for income taxes |
12.3 | 14.6 | 12.0 | 14.6 | ||||||||||||
Provision for income taxes |
4.9 | 5.9 | 4.7 | 5.8 | ||||||||||||
Net income |
7.5 | % | 8.7 | % | 7.3 | % | 8.8 | % | ||||||||
Net Sales Net sales increased 12.3% to $188.4 million in the second
quarter of fiscal year 2010, as compared with $167.7 million in the second quarter of fiscal
year 2009. Net sales for the first six months of fiscal year 2010 increased 11.2% to $366.5
million, as compared with $329.7 million in the first six months of 2009. The sales increases
were primarily related to increases in Stores sales of 12.4% and 11.8% for the second quarter
and first six months of fiscal year 2010, respectively, including comparable store sales
increases of 9.2% and 9.8% for the second quarter and first six months of fiscal year 2010,
respectively. Comparable store sales include merchandise sales generated in all Company-owned
stores that have been open for at least thirteen full months. The 9.2% increase in comparable
store sales for the second quarter of fiscal year 2010 was led by increased traffic (as
measured by number of transactions), partially offset by lower dollars per transaction and
items per transaction. The 9.8% increase in comparable store sales for the first six months of
fiscal year 2010 was led by increased traffic and higher items per transaction, partially
offset by lower dollars per transaction.
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Direct Marketing sales increased 12.4% and 5.6% for the second quarter and the first six
months of fiscal year 2010, respectively, driven by increases in sales in the Internet
channel, which represents the major portion of this reportable segment, and increases in sales
through the catalog call center. The increases in the Internet channel were primarily the
result of higher website traffic.
Of the major product categories, tailored clothing including suits, sportcoats, blazers
and other and dress shirts generated strong unit sales growth during the second quarter and
first six months of fiscal year 2010, while sportswear category units grew more modestly
during these periods.
The following table summarizes store opening and closing activity during the respective
periods.
Three Months Ended | Six Months Ended | |||||||||||||||||||||||||||||||
August 1, 2009 | July 31, 2010 | August 1, 2009 | July 31, 2010 | |||||||||||||||||||||||||||||
Square | Square | Square | Square | |||||||||||||||||||||||||||||
Stores | Feet* | Stores | Feet* | Stores | Feet* | Stores | Feet* | |||||||||||||||||||||||||
Stores open at the
beginning of the
period |
463 | 2,104 | 476 | 2,142 | 460 | 2,091 | 473 | 2,131 | ||||||||||||||||||||||||
Stores opened |
4 | 17 | 14 | 55 | 7 | 30 | 17 | 66 | ||||||||||||||||||||||||
Stores closed |
| | (3 | ) | (9 | ) | | | (3 | ) | (9 | ) | ||||||||||||||||||||
Stores open at the
end of the period |
467 | 2,121 | 487 | 2,188 | 467 | 2,121 | 487 | 2,188 | ||||||||||||||||||||||||
* | Square feet is presented in thousands and excludes the square footage of the Companys franchise stores. |
Gross profit The Companys gross profit represents net sales less cost of
goods sold. Cost of goods sold primarily includes the cost of merchandise, the cost of
tailoring and freight from vendors to the distribution center and from the distribution center
to the stores. This gross profit classification may not be comparable to the classification
used by certain other entities. Some entities include distribution (including depreciation),
store occupancy, buying and other costs in cost of goods sold. Other entities (including the
Company) exclude such costs from gross profit, including them instead in general and
administrative and/or sales and marketing expenses.
Gross profit totaled $118.3 million or 62.8% of net sales in the second quarter of fiscal
year 2010, as compared with $103.2 million or 61.5% of net sales in the second quarter of
fiscal year 2009, an increase in gross profit dollars of $15.1 million and an increase in the
gross profit margin (gross profit as a percent of net sales) of 130 basis points. Gross
profit totaled $231.6 million or 63.2% of net sales for the first six months of fiscal year
2010, as compared with $201.6 million or 61.2% of net sales for the first six months of fiscal
year 2009, an increase in gross profit dollars of $30.0 million and an increase in the gross
profit margin of 200 basis points. The increases in the gross profit margin was mainly due to
higher merchandise gross margins primarily as a result of higher initial mark-ups as compared
to the prior year period driven primarily by improved sourcing. In addition, the improvement
in merchandise gross margins was due in part to a change in the product mix with a lower
proportion of clearance items sold as compared to fiscal year 2009. As stated in the Companys
Annual Report on Form 10-K for fiscal year 2009, the Company is subject to certain risks that
may affect its gross profit, including risks of doing business on an international basis,
increased costs of raw materials and other resources and changes in economic conditions. The
Company expects to continue to be subject to these gross profit risks in the future.
Additionally, the Companys gross margin may be negatively impacted during the development
phase of some of its new business initiatives such as the newly-launched tuxedo rental
business and the factory store concept.
Sales and Marketing Expenses Sales and marketing expenses consist primarily of
a) Full-line Store, factory store and Direct Marketing occupancy, payroll and benefits,
selling and other variable selling costs (which include such costs as shipping costs to
customers and credit card processing fees) and b) total Company advertising and marketing
expenses. Sales and marketing expenses increased to $73.7 million or 39.1% of sales in the
second quarter of fiscal year 2010 from $67.7 million or 40.4% of sales in the second quarter
of fiscal year 2009. Sales and marketing expenses increased to $144.3 million or 39.4% of
sales in the first six months of fiscal year 2010 from $132.6 million or 40.2% of sales in the
first six months of fiscal year 2009. The decrease as a percentage of sales for the second
quarter and the first six months of fiscal year 2010 was driven primarily by the leveraging of
occupancy costs and Stores and Direct Marketing payroll and benefits costs, partially offset
by higher other variable selling costs as a percentage of sales. Additionally, the decrease as
a percentage of sales for the second quarter was also driven by the leveraging of the
Companys advertising and marketing costs. The overall improved leverage was achieved
primarily as a result of cost control initiatives and strong sales growth.
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The increase in sales and marketing expenses relates primarily to the strong sales growth
and the opening of 24 new stores and the closing of four stores since the end of the second
quarter of fiscal year 2009. For the second quarter of fiscal year 2010, the increase of
approximately $6.0 million consists of a) $2.2 million related to additional Stores and Direct
Marketing payroll and benefits costs, b) $1.6 million related to additional other variable
selling costs, c) $1.1 million related to additional occupancy costs, and d) $1.1 million
related to advertising and marketing expenses. For the first six months of fiscal year 2010,
the increase of approximately $11.7 million consists of a) $4.1 million related to additional
Stores and Direct Marketing payroll and benefits costs, b) $2.9 million related to advertising
and marketing expenses, c) $2.8 million related to additional other variable selling costs,
and d) $1.9 million related to additional occupancy costs. The Company expects sales and
marketing expenses to increase for the remainder of fiscal year 2010 as compared to fiscal
year 2009 primarily as a result of opening new stores (35 to 40 stores) in fiscal year 2010,
the full year operation of stores that were opened during fiscal year 2009, an increase in
advertising expenditures, driven both by volume and price increases, and costs related to new
business initiatives.
General and Administrative Expenses General and administrative expenses
(G&A), which consist primarily of corporate and distribution center costs, were $17.2
million and $14.8 million for the second quarter of fiscal year 2010 and the second quarter of
fiscal year 2009, respectively. G&A expenses were $33.9 million for the first six months of
fiscal year 2010 compared to $29.5 million for the first six months of fiscal year 2009. As a
percent of net sales, G&A expenses were 9.1% and 8.8% for the second quarters of fiscal years
2010 and 2009, respectively, and 9.3% and 8.9% for the first six months of fiscal years 2010
and 2009, respectively. The increases as a percentage of sales were driven primarily by higher
professional fees and higher other corporate overhead costs.
For the second quarter of fiscal year 2010, the increase of approximately $2.4 million
was due to a) $0.6 million of higher corporate compensation costs (which include all company
incentive compensation) and group medical costs, b) $0.4 million of higher professional fees,
c) $1.1 million of higher other corporate overhead costs, and d) $0.3 million of higher
distribution center costs. For the first six months of fiscal year 2010, the increase of
approximately $4.4 million was due to a) $1.8 million of higher corporate compensation costs
and group medical costs, b) $0.8 million of higher professional fees, c) $1.4 million of
higher other corporate overhead costs, and d) $0.4 million of higher distribution center
costs. Growth in the Stores and Direct Marketing segments may result in further increases in
G&A expenses in the future.
Other Income (Expense) Other income (expense) for the second quarter and the
first six months of fiscal year 2010 was $0.2 million of income compared to less than $0.1
million of expenses for the second quarter and the first six months of fiscal year 2009. The
improvements over fiscal year 2009 were due primarily to higher average cash and cash
equivalents and short-term investment balances during the fiscal year 2010 period and lower
financing fees in fiscal year 2010 due to the expiration of the Companys credit facility in
the first quarter of fiscal year 2010.
Income Taxes The effective income tax rate for the second quarter of fiscal
year 2010 was 40.2% as compared with 39.5% for the second quarter of fiscal year 2009. For
the first six months of fiscal year 2010, the effective tax rate was 39.8% as compared with
39.3% for the same period of fiscal year 2009. The increases for the second quarter and first
six months of fiscal year 2010 are largely related to higher state taxes.
The Company files a federal income tax return and state and local income tax returns in
various jurisdictions. The Internal Revenue Service (IRS) has audited tax returns through
fiscal year 2005, including its examination of the tax return for fiscal year 2005 in fiscal
year 2008. No significant adjustments were required to the fiscal year 2005 tax return as a
result of the examination by the IRS. In November 2009, the IRS began an examination of the
Companys tax returns for fiscal years 2007 and 2008, which continues to be in progress. The
Company believes it has made its best estimate in recording its provision for income taxes in
accordance with ASC 740, (formerly FASB Financial Interpretation No. 48, Accounting for
Uncertainty in Income Taxes). For the years before fiscal year 2006, the majority of the
Companys state and local income tax returns are no longer subject to examinations by taxing
authorities.
In 2010, significant proposed changes to U.S. income tax rules were announced as part of
the 2011 budget proposals. The proposed changes could influence the Companys future income
tax expense and/or the timing of income tax deductions. The impact of the proposed changes on
our business operations and financial statements remains uncertain. However, as the
possibility of enactment progresses, we will continue to monitor current developments and
assess the potential implications of these tax law changes on our business.
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Seasonality The Companys net sales, net income and inventory levels fluctuate
on a seasonal basis and therefore the results for one quarter are not necessarily indicative
of the results that may be achieved for a full fiscal
year. The increased customer traffic during the holiday season and the Companys
increased marketing efforts during this peak selling time have resulted in sales and profits
generated during the fourth quarter being a substantial portion of annual sales and profits as
compared to the other three quarters. Seasonality is also impacted by growth as more new
stores have historically been opened in the second half of the year. During the fourth
quarters of fiscal years 2007, 2008 and 2009, the Company generated approximately 35%, 36% and
36%, respectively, of its annual net sales and approximately 53%, 52% and 50%, respectively,
of its annual net income.
Liquidity and Capital Resources The Companys principal sources of liquidity
are its cash from operations, cash and cash equivalents and short-term investments. These
sources of liquidity are used for the Companys ongoing cash requirements. During the past
several years and through the first quarter of fiscal year 2010, the Company maintained a $100
million credit facility with a maturity date of April 30, 2010. Based on the Companys cash
and short-term investment positions, and projected cash needs and market conditions, the
Company elected not to negotiate a renewal or replacement of the credit facility. As a result,
the credit facility expired on April 30, 2010 in accordance with its terms.
The following table summarizes the Companys sources and uses of funds as reflected in
the Condensed Consolidated Statements of Cash Flows (In Thousands):
Six Months Ended | ||||||||
August 1, 2009 | July 31, 2010 | |||||||
Cash provided by (used in): |
||||||||
Operating activities |
$ | 10,381 | $ | 25,068 | ||||
Investing activities |
(72,292 | ) | 42,574 | |||||
Financing activities |
| | ||||||
Net increase (decrease) in cash and
cash equivalents |
$ | (61,911 | ) | $ | 67,642 | |||
The Companys cash and cash equivalents consist primarily of U.S. Treasury bills with
original maturities of 90 days or less and overnight federally-sponsored agency notes. The
Companys short-term investments consist of U.S. Treasury bills with remaining maturities of
less than one year, excluding investments with original maturities of 90 days or less. At
July 31, 2010, the Companys cash and cash equivalents balance was $89.5 million and its
short-term investments were $114.7 million, for a total of $204.2 million, as compared with a
cash and cash equivalents balance of $61.0 million and short-term investment of $64.9 million,
for a total of $125.9 million at August 1, 2009. The Companys cash and cash equivalents
balance was $21.9 million and short-term investments were $169.7 million, for a total of
$191.6 million at the end of fiscal year 2009. The Company had no debt outstanding at July 31,
2010, August 1, 2009 or at the end of fiscal year 2009. The significant changes in sources and
uses of funds through July 31, 2010 are discussed below.
Cash provided by the Companys operating activities of $25.1 million in the first six
months of fiscal year 2010 was primarily impacted by net income of $32.3 million and
depreciation and amortization of $11.8 million, partially offset by an increase in operating
working capital and other operating items of $18.0 million. The increase in operating working
capital and other operating items included an increase in inventory of $7.7 million related
largely to new store openings and the launch of its factory store initiative. In addition, the
increase in operating working capital and other operating items included a reduction in
accrued expenses totaling $19.0 million (excluding accrued property, plant and equipment)
related primarily to the payment of income taxes and incentive compensation that had been
accrued at the end of fiscal year 2009, partially offset by an increase in accounts payable of
$13.9 million due primarily to the timing of payments to vendors. Accrued expenses represent
all other short-term liabilities related to, among other things, vendors from whom invoices
have not been received, employee compensation, federal and state income taxes and unearned
gift cards and gift certificates. Accounts payable represent all short-term liabilities for
which the Company has received a vendor invoice prior to the end of the reporting period. The
increase in operating working capital and other operating items also included an increase in
accounts receivable of $2.3 million due to higher credit card receivables from transactions
through American Express, MasterCard and Visa as a result of increased sales near the end of
the second quarter of fiscal year 2010 as compared with the end of the fourth quarter of
fiscal year 2009.
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Cash provided by investing activities of $42.6 million for the first six months of fiscal
year 2010 relates to $55.0 million of net maturities of short-term investments, partially
offset by approximately $12.5 million of payments for capital expenditures, as described
below.
For fiscal year 2010, the Company expects to spend approximately $30 to $35 million on
capital expenditures, primarily to fund the opening of approximately 35 to 40 new stores, the
renovation and/or relocation of several stores, the expansion of the Companys distribution
and office space, expenditures related to new business initiatives including tuxedo rentals
and factory stores and the implementation of various systems projects. The capital
expenditures include the cost of the construction of leasehold improvements for new stores and
several stores to be renovated or relocated, of which approximately $4 to $5 million is
expected to be reimbursed through landlord contributions. These amounts are typically paid by
the landlords after the completion of construction by the Company and the receipt of
appropriate lien waivers from contractors. The Company spent approximately $12.5 million on
capital expenditures in the first six months of fiscal year 2010 largely related to partial
payments for the 17 stores opened during the first six months of the fiscal year, plus
expenditures related to the expansion of its distribution and office space and expenditures
related to the tuxedo rental initiative. In addition, capital expenditures for the period
include payments for property, plant and equipment additions accrued at year-end fiscal year
2009 related to stores opened in fiscal year 2009. For the stores opened and renovated in the
first six months of fiscal year 2010, the Company negotiated approximately $1.6 million of
landlord contributions. The table below summarizes the landlord contributions that were
negotiated and collected related to the stores opened in fiscal years 2010 and 2009.
Amounts | ||||||||||||||||
Amounts | Collected | Amounts | ||||||||||||||
Collected in | YTD in | Outstanding | ||||||||||||||
Negotiated | Fiscal Year | Fiscal Year | July 31, | |||||||||||||
Amounts | 2009 | 2010 | 2010 | |||||||||||||
(In Thousands ) | ||||||||||||||||
Full Fiscal Year 2009 Store
Openings (14 Stores) |
$ | 2,829 | $ | 2,170 | $ | 637 | $ | 22 | ||||||||
First Six Months of Fiscal
Year 2010
Store Openings (17 Stores) |
1,641 | | 185 | 1,456 | ||||||||||||
$ | 4,470 | $ | 2,170 | $ | 822 | $ | 1,478 | |||||||||
The outstanding amounts of the landlord contributions for the stores opened and renovated
in fiscal year 2009 and fiscal year 2010 are primarily expected to be received within the next
12 months.
For fiscal year 2010, the Company expects inventories to increase over fiscal year 2009
to support new store openings, sales growth and new business initiatives such as factory
stores.
Management believes that the Companys cash from operations, existing cash and cash
equivalents and short-term investments will be sufficient to fund its planned capital
expenditures and operating expenses through at least the next 12 months.
Off-Balance Sheet Arrangements The Company has no off-balance sheet
arrangements other than its operating lease agreements.
Disclosures about Contractual Obligations and Commercial Commitments
The Companys principal commitments are non-cancellable operating leases in connection
with its retail stores, certain tailoring facilities and equipment. Under the terms of
certain of the retail store leases, the Company is required to pay a base annual rent, plus a
contingent amount based on sales (contingent rent). In addition, many of these leases
include scheduled rent increases. Base annual rent and scheduled rent increases are included
in the contractual obligations table below for operating leases, as these are the only
rent-related commitments that are determinable at this time.
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The following table reflects a summary of the Companys contractual cash obligations and
other commercial commitments for the periods indicated, including amounts paid in the first
six months of fiscal year 2010 unless otherwise indicated.
Payments Due by Fiscal Year | ||||||||||||||||||||
(In Thousands) | ||||||||||||||||||||
Beyond | ||||||||||||||||||||
2010 | 2011-2013 | 2014-2015 | 2015 | Total (f) | ||||||||||||||||
Operating leases (a) (b) |
$ | 56,878 | $ | 168,932 | $ | 77,148 | $ | 68,799 | $ | 371,757 | ||||||||||
Inventory Purchase Commitments (c) |
146,309 | 9,828 | | | 156,137 | |||||||||||||||
Related Party Agreement (d) |
825 | 825 | | | 1,650 | |||||||||||||||
License agreement (e) |
165 | 495 | 330 | | 990 |
(a) | Includes various lease agreements for stores to be opened and equipment placed in service subsequent to | |
July 31, 2010. | ||
(b) | Excludes contingent rent and other lease costs. | |
(c) | Represents the value of expected future inventory purchases for which purchase orders have been issued to vendors as of July 31, 2010. | |
(d) | Relates to consulting agreement with the Companys current Chairman of the Board to consult on matters of strategic planning and initiatives. | |
(e) | Related to an agreement with David Leadbetter, a golf professional, which allows the Company to produce golf and other apparel under his name. | |
(f) | Obligations related to unrecognized tax benefits and related penalties and interest of $0.9 million have been excluded from the above table as the amount to be settled in cash and the specific payment dates are not known. |
Cautionary Statement
This Quarterly Report on Form 10-Q includes and incorporates by reference certain
statements that may be deemed to be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. The Private Securities Litigation Reform
Act of 1995 provides a safe harbor for certain forward-looking statements so long as such
information is identified as forward-looking and is accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to differ materially
from those projected in the information. When used in this Quarterly Report on Form 10-Q, the
words estimate, project, plan, will, anticipate, expect, intend, outlook,
may, believe, and other similar expressions are intended to identify forward-looking
statements and information.
Actual results may differ materially from those forecast due to a variety of factors
outside of the Companys control that can affect the Companys operating results, liquidity
and financial condition. Such factors include risks associated with economic, weather, public
health and other factors affecting consumer spending, including negative changes to consumer
confidence and other recessionary pressures, higher energy and security costs, the successful
implementation of the Companys growth strategy, including the ability of the Company to
finance its expansion plans, the mix and pricing of goods sold, the effectiveness and
profitability of new concepts, the market price of key raw materials such as wool and cotton,
seasonality, merchandise trends and changing consumer preferences, the effectiveness of the
Companys marketing programs, the availability of suitable lease sites for new stores, doing
business on an international basis, the ability to source product from its global supplier
base, legal matters and other competitive factors. The identified risk factors and other
factors and risks that may affect the Companys business or future financial results are
detailed in the Companys filings with the Securities and Exchange Commission, including, but
not limited to, those described under Risk Factors in the Companys Annual Report on Form
10-K for fiscal year 2009 and Managements Discussion and Analysis of Financial Condition and
Results of Operations in this Quarterly Report on Form 10-Q. These cautionary statements
qualify all of the forward-looking statements the Company makes herein. The Company cannot
assure you that the results or developments anticipated by the Company will be realized or,
even if substantially realized, that those results or developments will result in the expected
consequences for the Company or affect the Company, its business or its operations in the way
the Company expects. The Company cautions you not to place undue reliance on these
forward-looking statements, which speak only as of their respective
dates. The Company does not undertake an obligation to update or revise any
forward-looking statements to reflect actual results or changes in the Companys assumptions,
estimates or projections.
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
At July 31, 2010, the Company was not a party to any derivative financial instruments.
The Company does business with all of its product vendors in U.S. currency and does not have
direct foreign currency risk. However, a devaluation of the U.S. dollar against the foreign
currencies of its suppliers could have a material adverse effect on the Companys product
costs and resulting gross profit. The Company currently invests substantially all of its
excess cash in short-term investments, primarily in U.S. Treasury bills with original
maturities of less than one year, overnight federally-sponsored agency notes and money market
accounts, where returns effectively reflect current interest rates. As a result, market
interest rate changes may impact the Companys net interest income or expense. The impact will
depend on variables such as the magnitude of rate changes and the level of excess cash
balances. A 100 basis point change in interest rates would have changed net interest income
by approximately $1.4 million in fiscal year 2009.
Item 4. | Controls and Procedures |
Limitations on Control Systems. Because of their inherent limitations, disclosure
controls and procedures and internal control over financial reporting (collectively, Control
Systems) may not prevent or detect all failures or misstatements of the type sought to be
avoided by Control Systems. Also, projections of any evaluation of the effectiveness of the
Companys Control Systems to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. Management, including the Companys Chief Executive
Officer (the CEO) and Chief Financial Officer (the CFO), does not expect that the
Companys Control Systems will prevent all errors or all fraud. A Control System, no matter
how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the Control System are met. Further, the design of a Control System must reflect
the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all Control Systems, no
evaluation can provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. Reports by management, including the CEO and CFO,
on the effectiveness of the Companys Control Systems express only reasonable assurance of the
conclusions reached.
Disclosure Controls and Procedures. The Company maintains disclosure controls and
procedures that are designed to ensure that information required to be disclosed in the
Companys reports under the Securities Exchange Act of 1934, as amended (the Exchange Act),
is recorded, processed, summarized, and reported within the time periods specified in the
SECs rules and forms, and that such information is accumulated and communicated to
management, including the CEO and CFO, as appropriate, to allow timely decisions regarding
required disclosure.
Management, with the participation of the CEO and CFO, has evaluated the effectiveness,
as of July 31, 2010, of the Companys disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the CEO and CFO
have concluded that the Companys disclosure controls and procedures were effective as of July
31, 2010.
Changes in Internal Control over Financial Reporting. There were no changes in the
Companys internal control over financial reporting identified in connection with the
evaluation required by paragraph (d) of Section 240.13a-15 of the Exchange Act that occurred
during the Companys last fiscal quarter (the Companys fourth quarter in the case of an
annual report) that have materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.
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Table of Contents
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings |
Massachusetts Laborers Annuity Fund (MLAF) was the lead plaintiff in a class action
filed in the United States District Court for the District of Maryland against the Company,
Robert N. Wildrick, R. Neal Black and David E. Ullman (Roy T. Lefkoe v. Jos. A. Bank
Clothiers, Inc., et al., Civil Action Number 1:06-cv-01892-WMN) (the Class Action). The
Class Action was initially instituted on July 24, 2006. On behalf of purchasers of the
Companys stock between December 5, 2005 and June 7, 2006 (the Class Period), the Class
Action purported to make claims under Sections 10(b) and 20(a) and Rule 10b-5 of the
Securities Exchange Act of 1934, based on the Companys disclosures during the Class Period.
The Class Action sought unspecified damages, costs and attorneys fees.
In late October 2009, the Company and MLAF agreed to settle the Class Action for an
amount that is within the limits of the Companys insurance coverage. The settlement did not
have any impact on the Companys financial statements. The Stipulation of Settlement (the
Stipulation) entered into by the Company and MLAF includes a statement that, at the time of
the settlement, the substantial discovery completed did not substantiate any of the claims
asserted against the individual defendants. By Order dated July 8, 2010 and filed on July 20,
2010, the court approved the settlement of the Class Action in accordance with the Stipulation
and dismissed the Class Action with prejudice.
On November 12, 2009, Casey J. Stewart, a former employee of the Company, on behalf of
himself and all others similarly situated, filed a Complaint against the Company in the United
States District Court for the Northern District of California (Case number CV 09 5348 PJH)
alleging racial discrimination by the Company with respect to hiring and terms and conditions
of employment. Pursuant to a Motion to Transfer Venue filed by the Company, the Complaint is
now pending in the United States District Court for the Eastern District of California as Case
number 2:10-cv-00481-GEB-DAD. The Complaint seeks, among other things, certification of the
case as a class action, declaratory and injunctive relief, an order mandating corrective
action, reinstatement, back pay, front pay, general damages, exemplary and punitive damages,
costs and attorneys fees. The Company intends to defend this lawsuit vigorously.
The Company is also a party to routine litigation matters that are incidental to its
business. From time to time, other legal matters in which the Company may be named as a
defendant are expected to arise in the normal course of the Companys business activities. The
resolution of the Companys litigation matters cannot be accurately predicted and there is no
estimate of costs or potential losses, if any. Accordingly, the Company cannot determine
whether its insurance coverage would be sufficient to cover such costs or potential losses, if
any, and has not recorded any provision for cost or loss associated with these actions. It is
possible that the Companys consolidated financial statements could be materially impacted in
a particular fiscal quarter or year by an unfavorable outcome or settlement of any of these
actions.
Item 1A. | Risk Factors |
In addition to the other information set forth in this report, you should carefully
consider the factors discussed under the caption Item 1A. Risk Factors in the Companys
Annual Report on Form 10-K for fiscal year 2009, which could materially affect the Companys
business, financial condition or future results. The risks described in the Companys Annual
Report on Form 10-K are not the only risks facing the Company. Additional risks and
uncertainties, including those not currently known to the Company or that the Company
currently deems to be immaterial also could materially adversely affect the Companys
business, financial condition and/or operating results. There have been no material changes in
our risk factors from those disclosed in our Annual Report on Form 10-K for fiscal year 2009.
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Table of Contents
Item 5. | Other Information |
Amended and Restated Employment Agreement of R. Neal Black
On
August 30, 2010, the Company entered into an Amended and Restated Employment Agreement
(the Employment Agreement) with R. Neal Black pursuant to which Mr. Black is employed as the
Companys Chief Executive Officer for a term expiring on January 26, 2013, subject to earlier
termination as provided in the Employment Agreement, at a current annual base salary of
$775,000. Beginning in fiscal year 2011, Mr. Blacks base salary will be increased at least
once each fiscal year in an amount not less than the percentage increase in the consumer price
index over the most recently reported 12-month period, provided, however, that in the event the
Company does not grant base salary increases generally for other employees of the Company in
any particular fiscal year, Mr. Black shall not be entitled to a base salary increase for that
fiscal year. Mr. Black is entitled to an annual bonus opportunity of up to 400% of his base
salary, based upon the achievement of annual performance goals. If earned, the bonus may be
payable in cash or a combination of cash and equity, as determined by the Compensation
Committee, provided that not less than 150% of base salary shall be payable as a cash bonus.
Mr. Black is entitled to a car allowance of $1,600 per month and other benefits as are, from
time to time, generally provided by the Company to senior management employees.
Under the Employment Agreement, in the event that Mr. Blacks employment is terminated by
the Company without cause or by Mr. Black for good reason or within 90 days following a
change of control (each as defined in the Employment Agreement), Mr. Black will be entitled
to be paid $1,550,000 plus, if applicable, any cash bonus payable for the last full bonus year.
If Mr. Blacks employment is not renewed or continued for at least one additional year
following the end of the term, Mr. Black will be entitled to payment of $775,000 plus, if
applicable, any cash bonus due for the last full bonus year and the vesting of any earned but
unvested restricted stock units. The Employment Agreement also provides for the acceleration of
certain payments following certain other termination events. In any of the foregoing events,
the Company would have no further obligation to continue any other benefits past the date of
termination. Mr. Black will be subject to certain non-compete restrictions following the term
of his employment with the Company.
The Employment Agreement is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
The foregoing summary description is qualified in its entirety by reference to the full text of
the Employment Agreement incorporated by reference herein.
Indemnification Agreements
On August 30, 2010, the Company entered into indemnification agreements with each of
Robert B. Hensley, Executive Vice President for Human Resources, Real Estate and Loss
Prevention and Charles. D. Frazer, Senior Vice President, General Counsel and Secretary (each,
an Indemnification Agreement). The Indemnification Agreements are in the same form the
Company entered into with each of the Companys directors (including R. Neal Black) and David
E. Ullman, the Companys Chief Financial Officer. Each of the Indemnification Agreements
provides the indemnitee with a contractual right to indemnification, and to the advancement of
expenses, if, by reason of his status as a present or former director, officer, employee or
agent of the Company or as a director, trustee, officer, partner, manager, managing member,
fiduciary, employee or agent of any other foreign or domestic corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other enterprise that he is
or was serving in such capacity at the request of the Company, such indemnitee is, or is
threatened to be, made a party to or a witness in any threatened, pending or completed
proceeding, subject to the terms, limitations and conditions set forth in the Indemnification
Agreement. The rights under the Indemnification Agreement are in addition to any rights the
parties may have under law, the Companys certificate of incorporation and the Companys
bylaws.
The Indemnification Agreements with Messrs. Hensley and Frazer are filed as Exhibits 10.2
and 10.3, respectively, to this Quarterly Report on Form 10-Q. The foregoing summary
description is qualified in its entirety by reference to the full text of the Indemnification
Agreements incorporated by reference herein.
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Table of Contents
Item 6. | Exhibits |
Exhibits | ||||
10.1 | Amended and Restated Employment Agreement, dated August 30, 2010, by and between R. Neal Black and
Jos. A. Bank Clothiers, Inc. |
|||
10.2 | Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Robert B.
Hensley. |
|||
10.3 | Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Charles D.
Frazer. |
|||
10.4 | Seventh Amendment, dated as of June 17, 2010 to Amended and Restated Employment Agreement, dated May
15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc. |
|||
31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|||
32.2 | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURE
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 thereunto duly authorized.
Jos. A. Bank Clothiers, Inc. (Registrant) |
||||
Dated: September 1, 2010 | /s/ DAVID E. ULLMAN | |||
David E. Ullman | ||||
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer) |
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Table of Contents
Exhibit Index
Exhibits | ||||
10.1 | Amended and Restated Employment Agreement, dated August 30, 2010, by and between R. Neal Black and
Jos. A. Bank Clothiers, Inc. |
|||
10.2 | Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Robert B.
Hensley. |
|||
10.3 | Indemnification Agreement dated August 30, 2010 between JoS. A. Bank Clothiers, Inc. and Charles D.
Frazer. |
|||
10.4 | Seventh Amendment, dated as of June 17, 2010 to Amended and Restated Employment Agreement, dated May
15, 2002, by and between Charles D. Frazer and Jos. A. Bank Clothiers, Inc. |
|||
31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|||
32.1 | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|||
32.2 | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
26