TAILORED BRANDS INC - FORM 8-K - EX-99.1

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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - TAILORED BRANDS INC	a14-15045_18k.htm

Exhibit 99.1

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

OF MEN’S WEARHOUSE AND JOS. A. BANK

The following tables set forth summary historical and unaudited pro forma financial data at the dates and for the periods indicated. The summary condensed historical combined statement of earnings and statement of cash flows data for the fiscal years ended February 1, 2014, February 2, 2013 and January 28, 2012 and the summary historical condensed balance sheet data as of February 1, 2014 and February 2, 2013 have been derived from the historical audited combined financial statements of Men’s Wearhouse and Jos. A. Bank, as applicable, included elsewhere in this offering memorandum. The summary condensed combined statement of earnings and statement of cash flows data for the three months ended May 3, 2014 and May 4, 2013 and the summary historical condensed balance sheet data as of May 3, 2014 and May 4, 2013 have been derived from the unaudited financial statements of Men’s Wearhouse and Jos. A. Bank, as applicable, included elsewhere in this offering memorandum. The financial data for the twelve months ended May 3, 2014 were derived by adding the financial data from Men’s Wearhouse’s and Jos. A. Bank’s unaudited consolidated financial statements for the three months ended May 3, 2014, respectively, with the audited consolidated financial statements for the fiscal year ended February 1, 2014, respectively, and then deducting the financial data from Men’s Wearhouse’s and Jos. A. Bank’s unaudited financial statements for the three months ended May 4, 2013, respectively.

The following Unaudited Pro Forma Condensed Combined Balance Sheet as of May 3, 2014 and the Unaudited Pro Forma Condensed Combined Statement of Earnings for the fiscal year ended February 1, 2014, the three months ended May 4, 2013, the three months ended May 3, 2014 and the twelve months ended May 3, 2014 of the Company have been derived by the application of pro forma adjustments related to the Acquisition, the Transactions and the other assumptions and adjustments described in the accompanying notes herein to the historical audited and unaudited financial statements of the Company and Jos. A. Bank.

The following unaudited pro forma financial information related to the Acquisition was prepared using the acquisition method of accounting for business combinations. The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Acquisition and the other Transactions took place as of May 3, 2014. The Unaudited Pro Forma Condensed Combined Statement of Earnings for the year ended February 1, 2014, the three months ended May 4, 2013, the three months ended May 3, 2014 and the twelve months ended May 3, 2014 are presented as if the Acquisition and the other Transactions occurred on February 3, 2013. The financial data for the twelve months ended May 3, 2014 were derived by adding the financial data from the Unaudited Pro Forma Condensed Combined Financial Information for the three months ended May 3, 2014 with the Unaudited Pro Forma Condensed Combined Financial Information for the fiscal year ended February 1, 2014 and then deducting the financial data from the Unaudited Pro Forma Condensed Combined Financial Information for the three months ended May 4, 2013. Unaudited pro forma adjustments, and the assumptions on which they are based, are described in the accompanying notes to Unaudited Pro Forma Condensed Combined Financial Information. Certain reclassifications have been made relative to Jos. A. Bank’s historical financial statements in order to present them on a basis consistent with those of Men’s Wearhouse. See “Unaudited Pro Forma Condensed Combined Financial Information.”

The Unaudited Pro Forma Condensed Combined Financial Information has been compiled in a manner consistent with the accounting policies adopted by Men’s Wearhouse. These accounting policies are similar in most material respects to those of Jos. A. Bank. Upon completion of the Acquisition, or as more information becomes available, Men’s Wearhouse will perform a more detailed review of Jos. A. Bank’s accounting policies. As a result of that review, differences may be identified between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements.

The historical financial information has been adjusted in the Unaudited Pro Forma Condensed Combined Financial Statements to give effect to pro forma events that are directly attributable, factually supportable, and with respect to the Unaudited Pro Forma Condensed Combined Statement of Earnings, expected to have a continuing impact on the consolidated results. The Unaudited Pro Forma Condensed Combined Financial Information is not intended to represent or be indicative of the consolidated results of operations or financial position of Men’s Wearhouse that would have been reported had the Acquisition and the other Transactions been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of Men’s Wearhouse. The pro forma information presented is based on preliminary estimates of the fair values of assets acquired and liabilities assumed, available information as of the date of this offering memorandum and management assumptions, and will be revised as additional information becomes available. These unaudited pro forma condensed combined financial statements are for informational purposes only.

This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Combined Financial Information” and Men’s Wearhouse’s and Jos. A. Bank’s respective historical consolidated financial statements and the related notes included elsewhere in this offering memorandum.

SUMMARY CONSOLIDATED FINANCIAL DATA—MEN’S WEARHOUSE

	Fiscal Year Ended									Three Months Ended						Twelve Months Ended
(Dollars in thousands)	January 28, 2012			February 2, 2013			February 1, 2014			May 4, 2013			May 3, 2014			May 3, 2014
Statement of Earnings Data:
Total net sales	$	2,382,684		$	2,488,278		$	2,473,233		$	616,536		$	630,474		$	2,487,171
Total cost of sales	1,333,757			1,380,130			1,384,223			338,616			347,110			1,392,717
Total gross margin	1,048,927			1,108,148			1,089,010			277,920			283,364			1,094,454
Goodwill impairment charge	—			—			9,501			—			—			9,501
Asset impairment charges	2,042			482			2,216			—			302			2,518
Selling, general and administrative expenses	861,453			909,098			947,665			225,367			255,781			978,079
Operating income	185,432			198,568			129,628			52,553			27,281			104,356
Interest income	424			648			385			121			61			325
Interest expense	(1,446		)	(1,544		)	(3,205		)	(344		)	(1,135		)	(3,996		)
Provision for income taxes	63,944			65,609			42,591			19,374			9,749			32,966
Net earnings including non-controlling interest	120,466			132,063			84,217			32,956			16,458			67,719
Net (earnings) loss attributable to non-controlling interest	135			(347		)	(426		)	135			28			(533		)
Net earnings attributable to common shareholders	120,601			131,716			83,791			33,091			16,486			67,186
Balance Sheet Data (end of period):
Cash and cash equivalents	125,306			156,063			59,252			155,099			95,923			95,923
Inventories	572,502			556,531			599,486			598,916			645,772			645,772
Working capital	544,108			560,970			479,808			531,995			490,721			490,721
Total assets	1,405,952			1,496,347			1,555,230			1,544,181			1,640,978			1,640,978
Total liabilities	374,133			387,112			532,081			445,131			598,251			598,251
Total equity	1,031,819			1,109,235			1,023,149			1,099,050			1,042,727			1,042,727
Cash Flow Data:
Cash flows from:
Operating activities	162,797			225,730			188,930			70,666			69,813			188,077
Investing activities	(91,761		)	(123,475		)	(198,979		)	(25,089		)	(22,543		)	(196,433		)
Financing activities	(81,784		)	(71,347		)	(82,935		)	(45,795		)	(11,309		)	(48,449		)
Capital expenditures	91,820			121,433			108,200			25,127			22,543			105,616
Other Financial Data:
Adjusted EBITDA(1)	281,033			300,544			274,713			78,406			79,939			276,246
Percentage increase/(decrease) in comparable sales(2):
Men’s Wearhouse	9.1		%	4.8		%	0.7		%	1.6		%	2.9		%
Moores	4.5		%	1.5		%	(4.1		)%	(7.0		)%	6.0		%
K&G	3.6		%	(4.3		)%	(5.5		)%	(6.7		)%	(1.2		)%
Average net sales per square foot of selling space(3):
Men’s Wearhouse	$	451		$	471		$	472
Moores	$	432		$	439		$	419
K&G	$	191		$	186		$	176
Number of retail stores:
Men’s Wearhouse	607			638			661			644			670			670
Men’s Wearhouse and Tux	343			288			248			281			244			244
Moores	117			120			121			120			120			120
K&G	99			97			94			96			94			94
Total	1,166			1,143			1,124			1,141			1,128			1,128

(1)

We define EBITDA as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the effects of non-cash stock-based compensation expense, non-cash impairment charges, certain acquisition related expenses and other non-recurring items. The indenture governing the notes and the New Credit Facilities each will include definitions of EBITDA-based metrics that are different from the definition of Adjusted EBITDA used herein. We believe that EBITDA is useful to assess our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. In addition, we believe that Adjusted EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. EBITDA and Adjusted EBITDA have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. EBITDA is not a defined term within U.S. GAAP.

(2)	Comparable sales data is calculated by excluding the net sales of a store for any month of one period if the store was not open throughout the same month of the prior period and include e-commerce net sales, beginning in fiscal 2013. The inclusion of e-commerce net sales did not have a significant effect on comparable sales. Comparable sales percentages for Moores are calculated using Canadian dollars.

(3)	Average net sales per square foot of selling space is calculated by dividing total selling square footage for all stores open the entire year into total sales for those stores. The calculation for Men’s Wearhouse includes Men’s Wearhouse and Tux stores. The calculation for Moores is calculated using Canadian dollars. For fiscal 2012, the calculation excludes total sales for the 53rd week.

	Fiscal Year Ended							Three Months Ended						Twelve Months Ended
(Dollars in thousands)	January 28, 2012			February 2, 2013		February 1, 2014		May 4, 2013			May 3, 2014			May 3, 2014
Adjusted EBITDA Reconciliation:
Net income	$	120,601		$	131,716	$	83,791	$	33,091		$	16,486		$	67,186
Plus: Earnings (loss) attributable to non-controlling interest	(135		)	347		426		(135		)	(28		)	533
Plus: Provision for income taxes	63,944			65,609		42,591		19,374			9,749			32,966
Plus: Interest expense	1,446			1,544		3,205		344			1,135			3,996
Less: Interest income	424			648		385		121			61			325
Plus: Depreciation and amortization	75,968			84,979		88,749		21,355			21,929			89,323
EBITDA	261,400			283,547		218,377		73,908			49,210			193,679
Plus: Goodwill impairment charge	—			—		9,501		—			—			9,501
Plus: Asset impairment charges	2,042			482		2,216		—			302			2,518
Plus: Acquisition and acquisition-related integration costs(a)	3,793			—		4,899		—			686			5,585
Plus: Various strategic projects(b)	—			—		22,600		—			25,767			48,367
Plus: Stock-based compensation	13,798			16,515		17,120		4,498			3,974			16,596
Adjusted EBITDA	$	281,033		$	300,544	$	274,713	$	78,406		$	79,939		$	276,246

(a)	Consists of costs related to the JA Holding, Inc. acquisition and integration in fiscal 2013 and costs related to the integration of Dimensions and Alexandra in fiscal 2011.

(b)	Consists of costs related to various strategic projects, separation costs associated with former executives, K&G ecommerce closure costs and a New York store related closure costs partially offset by a gain from the sale of an office building in Fremont, California in fiscal 2013 and one-time costs and professional fees related to our strategic activity primarily with Jos. A. Bank and cost reduction initiatives for the three months ended May 3, 2014.

SUMMARY CONSOLIDATED FINANCIAL DATA—JOS. A. BANK

	Fiscal Year Ended									Three Months Ended						Twelve Months
(Dollars in thousands)	January 28, 2012			February 2, 2013			February 1, 2014			May 4, 2013			May 3, 2014			Ended May 3, 2014
Consolidated Statements of Income Information:
Net sales	$	979,852		$	1,049,313		$	1,032,166		$	196,055		$	217,422		$	1,053,533
Cost of goods sold	371,577			437,551			435,578			76,869			85,552			444,261
Gross profit	608,275			611,762			596,588			119,186			131,870			609,272
Operating expenses:
Sales and marketing	372,268			409,150			416,469			88,701			96,921			424,689
General and administrative(1)	76,600			74,172			78,093			17,532			95,654			156,215
Total operating expenses	448,868			483,322			494,562			106,233			192,575			580,904
Operating income (loss)	159,407			128,440			102,026			12,953			(60,705		)	28,368
Total other income	35			403			349			166			50			233
Income (loss) before provision for income taxes	159,442			128,843			102,375			13,119			(60,655		)	28,601
Provision (benefit) for income taxes	61,951			49,147			39,049			5,031			(23,518		)	10,500
Net income (loss)	97,491			79,696			63,326			8,088			(37,137		)	18,101
Consolidated Balance Sheet Information (as of end of period):
Cash and cash equivalents	$	87,230		$	71,288		$	305,531		$	30,878		$	338,420		$	338,420
Inventories	304,655			330,502			304,322			360,366			330,250			330,250
Working capital	500,849			571,840			636,686			578,649			595,412			595,412
Total assets	813,612			894,847			935,738			881,447			892,503			892,503
Total liabilities	228,678			227,284			203,654			205,499			197,125			197,125
Stockholders’ equity	584,934			667,563			732,084			675,948			695,378			695,378
Consolidated Statements of Cash Flows Information:
Net cash provided by (used in):
Operating activities	91,816			84,525			98,195			(50,283		)	(100,996		)	47,482
Investing activities	(87,994		)	(101,224		)	136,579			10,086			134,144			260,637
Financing activities	2,429			757			(531		)	(213		)	(259		)	(577		)
Capital expenditures	37,531			35,643			29,285			5,895			5,825			29,215
Other Financial Data:
Percentage increase (decrease) in comparable sales(2)	7.6		%	2.0		%	(3.7		)%	(6.4		)%	8.4		%
Number of stores(3)	556			602			628			606			638			638
Adjusted EBITDA(4)	188,259			159,903			138,604			20,956			22,776			140,424

(1) Includes $4.4 million related to strategic activity in fiscal 2013 and $75.4 million for the three months ended May 3, 2014.

(2) Comparable sales is calculated based on merchandise and tuxedo rental sales generated in all Company-owned stores that have been open for at least thirteen full months and includes Internet sales beginning in fiscal 2012.

(3) Includes Franchise Stores.

(4) We define EBITDA as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the effects of non-cash stock-based compensation expense, non-cash impairment charges, certain acquisition related expenses and other non-recurring items. The indenture governing the notes and the New Credit Facilities each will include definitions of EBITDA-based metrics that are different from the definition of Adjusted EBITDA used herein. We believe that EBITDA is useful to assess our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. In addition, we believe that Adjusted EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. EBITDA and Adjusted EBITDA have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. EBITDA is not a defined term within U.S. GAAP.

	Fiscal Year Ended						Three Months Ended					Twelve Months
	January 28, 2012		February 2, 2013		February 1, 2014		May 4, 2013		May 3, 2014			Ended May 3, 2014
Adjusted EBITDA Reconciliation:
Net income (loss)	$	97,491	$	79,696	$	63,326	$	8,088	$	(37,137	)	$	18,101
Plus: Provision (benefit) for income taxes	61,951		49,147		39,049		5,031		(23,518		)	10,500
Plus: Interest expense	312		26		44		5		11			50
Less: Interest income	347		429		393		171		61			283
Plus: Depreciation and amortization	26,101		28,521		29,573		7,493		7,401			29,481
EBITDA	185,508		156,961		131,599		20,446		(53,304		)	57,849
Plus: Asset impairment charges	294		805		1,041		—		—			1,041
Plus: Strategic activity fees(a)	—		—		4,365		—		75,390			79,755
Plus: Stock-based compensation	2,457		2,137		1,599		510		690			1,779
Adjusted EBITDA	$	188,259	$	159,903	$	138,604	$	20,956	$	22,776		$	140,424

(a) Consists of legal and other professional services fees related to Jos. A. Bank’s strategic activity, including activity relating to Men’s Wearhouse and Eddie Bauer.

SUMMARY CONSOLIDATED AND UNAUDITED PRO FORMA FINANCIAL DATA

	Pro Forma Combined(1)
				Three Months Ended						Twelve Months Ended
(Dollars in thousands)	Fiscal Year Ended February 1, 2014			May 4, 2013			May 3, 2014			May 3, 2014
Statement of Earnings Data:
Total net sales	$	3,505,399		$	812,591		$	847,896		$	3,540,704
Total cost of sales	1,990,269			457,088			475,551			2,008,731
Total gross margin	1,515,130			355,503			372,345			1,531,973
Goodwill impairment charge	9,501			—			—			9,501
Asset impairment charges	3,257			—			302			3,559
Selling, general and administrative expenses	933,454			225,367			235,682			943,769
Sales and marketing including occupancy costs(2)	275,088			54,991			60,538			280,636
General and administrative	51,485			11,903			14,842			54,424
Operating income	242,345			63,242			60,981			240,084
Interest income	200			50			50			200
Interest expense	(107,020		)	(26,807		)	(26,652		)	(106,865		)
Provision for income taxes	45,113			13,109			13,074			45,078
Net earnings including non-controlling interest	90,412			23,376			21,305			88,341
Net (earnings) loss attributable to non-controlling interest	(426		)	135			28			(533		)
Net earnings attributable to common shareholders	89,986			23,511			21,333			87,808

Balance Sheet Data:
Cash and cash equivalents										$	99,644
Inventories										976,022
Total current assets										1,309,367
Total assets										3,540,854
Total liabilities										2,650,530
Total equity										890,324
Other Financial Data:
Pro Forma Adjusted EBITDA(3)										$	509,965
Cash interest expense(4)										$	98,182
Total debt										1,795,980
Ratio of total debt to Pro Forma Adjusted EBITDA										3.52		x
Ratio of Pro Forma Adjusted EBITDA to cash interest expense										5.19		x

(1) Due to rounded numbers amounts may not sum.

(2) Certain occupancy costs for Jos. A. Bank were reclassified to cost of sales to conform to Men’s Wearhouse’s calculation of gross margin. See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(3) We define EBITDA as earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude the effects of non-cash stock-based compensation expense, non-cash impairment charges, certain acquisition related expenses and other non-recurring items. The indenture governing the notes and the New Credit Facilities each will include definitions of EBITDA-based metrics that are different from the definition of Adjusted EBITDA used herein. We believe that EBITDA is useful to assess our ability to generate cash from operations sufficient to pay taxes, to service debt and to undertake capital expenditures. In addition, we believe that Adjusted EBITDA is a useful financial metric to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. EBITDA and Adjusted EBITDA have important limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. EBITDA is not a defined term within U.S. GAAP.

(4) Amount represents the cash paid on our indebtedness and excludes non-cash interest amounts primarily consisting of amortization of deferred financing costs. A 1/8 percentage point change in the interest rate on the notes offered hereby would change our cash interest expense by $0.8 million per annum.

(Dollars in thousands)	Fiscal Year Ended February 1, 2014		Three Months Ended May 4, 2013			Three Months Ended May 3, 2014			Twelve Months Ended May 3, 2014
Adjusted EBITDA Reconciliation:
Net income	$	89,986	$	23,511		$	21,333		$	87,808
Plus: Earnings attributable to non-controlling interest	426		(135		)	(28		)	533
Plus: Provision for income taxes	45,113		13,109			13,074			45,078
Plus: Interest expense	107,020		26,807			26,652			106,865
Less: Interest income	200		50			50			200
Plus: Depreciation and amortization	118,322		28,848			29,330			118,804
EBITDA	360,667		92,090			90,311			358,888
Plus: Goodwill impairment charge	9,501		—			—			9,501
Plus: Asset impairment charges	3,257		—			302			3,559
Plus: Acquisition and acquisition-related integration costs(a)	4,899		—			686			5,585
Plus: Various strategic projects(b)	8,389		—			5,668			14,057
Plus: Stock-based compensation	18,719		5,008			4,664			18,375
Adjusted EBITDA(c)	$	405,432	$	97,098		$	101,631		$	409,965
Plus: Synergies(d)									100,000
Pro Forma Adjusted EBITDA									$	509,965

(a) Consists of costs related to the JA Holding, Inc. acquisition and integration.

(b) Consists of costs related to various strategic projects, separation costs associated with former executives, K&G ecommerce closure costs and a New York store related closure costs partially offset by a gain from the sale of an office building in Fremont, California in fiscal 2013 and one-time costs and professional fees related to our strategic activity primarily with Jos. A. Bank and cost reduction initiatives for the three months ended May 3, 2014.

(c) Fiscal 2013 Adjusted EBITDA for Men’s Wearhouse and Jos. A. Bank was $274.7 million and $138.6 million, respectively, which when combined totaled $413.3 million. The difference between the Adjusted EBITDA calculation in the table above and the total combined companies fiscal 2013 Adjusted EBITDA is due to a $7.9 million increase in rent expense resulting from the elimination of deferred rent balances assumed during the purchase price allocation process. Twelve months ended May 3, 2014 Adjusted EBITDA for Men’s Wearhouse and Jos. A. Bank was $276.2 million and $140.4 million, respectively, which when combined totaled $416.7 million. The difference between the twelve month Adjusted EBITDA in the table above and the total combined companies twelve month ended Adjusted EBITDA is due to a $6.7 million increase in rent expense resulting from the elimination of deferred rent balances assumed during the purchase price allocation process.

(d) Synergies estimate based on low end of $100 to $150 million of run-rate annual synergies over three years. No assurance can be given that any of these estimated synergies will be realized. See “Risk Factors—Risks Relating to the Acquisition—We may not realize the anticipated benefits of the Acquisition, which could adversely impact our business and our operating results.”

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On March 11, 2014, The Men’s Wearhouse, Inc. (the “Company” or “Men’s Wearhouse”) entered into an agreement and plan of merger (the “Merger Agreement”) with Jos. A. Bank Clothiers, Inc. (“Jos. A. Bank” or “JOSB”) and Java Corp., a wholly owned subsidiary of Men’s Wearhouse (“Purchaser”). In accordance with the terms of the Merger Agreement, upon the consummation of Purchaser’s existing tender offer for all of the issued and outstanding shares of common stock of Jos. A. Bank, subject to the conditions in the Company’s and Purchaser’s Offer to Purchase, and the subsequent closing of the merger, JOSB will merge with and into Purchaser and JOSB will become a wholly owned subsidiary of the Company (such transactions collectively referred to as the “Acquisition”). Concurrently with the closing of the Acquisition, the Company plans to enter into a (i) $1.1 billion aggregate principal amount senior secured credit facility (the “Term Loan Facility”), (ii) a $500.0 million asset-based revolving facility (the “ABL Facility”), (iii) $600.0 million aggregate principal amount senior unsecured notes offered hereby (“Notes Offering”) and (iv) refinance certain existing indebtedness of the Company prior to the effective time of the Acquisition (such financing arrangements, collectively with the Acquisition, are referred to as the “Transactions”).

The following Unaudited Pro Forma Condensed Combined Balance Sheet as of May 3, 2014 and the Unaudited Pro Forma Condensed Combined Statement of Earnings for the fiscal year ended February 1, 2014, the three months ended May 4, 2013, the three months ended May 3, 2014 and the twelve months ended May 3, 2014 of the Company have been derived by the application of pro forma adjustments related to the Acquisition, the other Transactions, and the other assumptions and adjustments described in the accompanying notes herein to the historical audited and unaudited financial statements of the Company and Jos. A. Bank.

The following unaudited pro forma financial information related to the Acquisition was prepared using the acquisition method of accounting for business combinations. The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Acquisition and the other Transactions took place as of May 3, 2014. The Unaudited Pro Forma Condensed Combined Statement of Earnings for the year ended February 1, 2014, the three months ended May 4, 2013, the three months ended May 3, 2014 and the twelve months ended May 3, 2014 are presented as if the Acquisition and the other Transactions occurred on February 3, 2013. The financial data for the twelve months ended May 3, 2014 were derived by adding the financial data from the Unaudited Pro Forma Condensed Combined Financial Information for the three months ended May 3, 2014 with the Unaudited Pro Forma Condensed Combined Financial Information for the fiscal year ended February 1, 2014 and then deducting the financial data from the Unaudited Pro Forma Condensed Combined Financial Information for the three months ended May 4, 2013. Unaudited pro forma adjustments, and the assumptions on which they are based, are described in the accompanying notes to Unaudited Pro Forma Condensed Combined Financial Information, which are referred to in this section as the notes. Certain reclassifications have been made relative to Jos. A. Bank’s historical financial statements in order to present them on a basis consistent with those of Men’s Wearhouse.

of Earnings, expected to have a continuing impact on the consolidated results. The Unaudited Pro Forma Condensed Combined Financial Information is not intended to represent or be indicative of the consolidated results of operations or financial position of Men’s Wearhouse that would have been reported had the Acquisition and the Transactions been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial position of Men’s Wearhouse. The pro forma information presented is based on preliminary estimates of the fair values of assets acquired and liabilities assumed, available information as of the date of this offering memorandum and management assumptions, and will be revised as additional information becomes available. These unaudited pro forma condensed combined financial statements are for informational purposes only. The Unaudited Pro Forma Condensed Combined Financial Information does not reflect any operating efficiencies and cost savings that we may achieve with respect to combining the companies. Synergies have been excluded from consideration because they do not meet the criteria for unaudited pro forma adjustments.

The Unaudited Pro Forma Condensed Combined Financial Information has been derived from, and should be read in conjunction with, each of the Company’s and Jos. A Bank’s historical audited financial statements, including the notes thereto included elsewhere in this offering memorandum.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF MAY 3, 2014

(In thousands)

	Company Historical		Jos. A. Bank Historical		Presentation Reclassifications(1)			Pro Forma Adjustments(2)			Note References(3)	Combined Company Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	95,923	$	338,420	$	—		$	(334,699	)	(A)	$	99,644
Accounts receivable, net	67,778		18,278		—			—				86,056
Inventories	645,772		330,250		—			—				976,022
Prepaid expenses and other current assets	—		54,297		(54,297		)	—				—
Other current assets	84,803		—		54,297			8,545			(B)	147,645
Total current assets	894,276		741,245		—			(326,154		)		1,309,367
PROPERTY AND EQUIPMENT, net	406,784		150,980		—			—				557,764
TUXEDO RENTAL PRODUCT, net	148,120		—		—			—				148,120
GOODWILL	127,098		—		—			786,412			(C)	913,510
INTANGIBLE ASSETS, net	57,966		—		—			500,000			(C)	557,966
OTHER ASSETS	6,734		278		—			47,115			(A), (B)	54,127
TOTAL ASSETS	$	1,640,978	$	892,503	$	—		$	1,007,373			$	3,540,854
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Accounts payable	$	168,826	$	47,696	$	18,456		$	—			$	234,978
Accrued expenses and other current liabilities	220,452		98,137		(18,456		)	—				300,133
Income taxes payable	4,277		—		—			—				4,277
Current maturities of long-term debt	10,000		—		—			1,000			(B)	11,000
Total current liabilities	403,555		145,833		—			1,000				550,388
LONG-TERM DEBT	85,000		—		—			1,699,980			(B)	1,784,980
DEFERRED TAXES AND OTHER LIABILITIES	109,696		—		51,292			154,174			(A), (D)	315,162
DEFERRED RENT	—		40,469		(40,469		)	—				—
DEFERRED TAX LIABILITY	—		9,463		(9,463		)	—				—
OTHER NON-CURRENT LIABILITIES	—		1,360		(1,360		)	—				—
Total liabilities	598,251		197,125		—			1,855,154				2,650,530
EQUITY	1,042,727		695,378		—			(847,781		)	(E)	890,324
TOTAL LIABILITIES AND EQUITY	$	1,640,978	$	892,503	$	—		$	1,007,373			$	3,540,854

(1) See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements for a description of the reclassifications included in this column.

(2) See Notes 2 and 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(3) See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

For the Year Ended February 1, 2014

(In thousands, except per share amounts)

	Company Historical			Jos. A. Bank Historical			Presentation Reclassifications(1)			Pro Forma Adjustments(2)			Note References(3)	Combined Company Pro Forma
Net sales	$	2,473,233		$	1,032,166		—			—				$	3,505,399
Cost of sales	1,384,223			435,578			162,583			7,885			(F)	1,990,269
Gross margin	1,089,010			596,588			(162,583		)	(7,885		)		1,515,130
Goodwill impairment charge	9,501			—			—			—				9,501
Asset impairment charges	2,216			—			1,041			—				3,257
Selling, general and administrative expenses	947,665			—			—			(14,211		)	(G)	933,454
Sales and marketing including occupancy costs	—			416,469			(141,381		)	—				275,088
General and administrative	—			78,093			(22,243		)	(4,365		)	(G)	51,485
Operating income	129,628			102,026			—			10,691				242,345
Interest income	385			393			—			(578		)	(H)	200
Interest expense	(3,205		)	(44		)	—			(103,771		)	(I)	(107,020		)
Earnings before income taxes	126,808			102,375			—			(93,658		)		135,525
Provision for income taxes	42,591			39,049			—			(36,527		)	(J)	45,113
Net earnings including non-controlling interest	84,217			63,326			—			(57,131		)		90,412
Net (earnings) loss attributable to non-controlling interest	(426		)	—			—			—				(426		)
Net earnings attributable to common shareholders	$	83,791		$	63,326		$	—		$	(57,131	)		$	89,986
Net earnings per common share attributable to common shareholders:
Basic	$	1.71		$	2.26									$	1.83
Diluted	$	1.70		$	2.26									$	1.82
Weighted-average common shares outstanding:
Basic	48,849			27,981						(27,981		)	(K)	48,849
Diluted	49,162			28,053						(28,053		)	(K)	49,162

(1) See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements for a description of the reclassifications included in this column.

(2) See Notes 2 and 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(3) See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

For the Three Months Ended May 4, 2013

(In thousands, except per share amounts)

	Company Historical			Jos. A. Bank Historical			Presentation Reclassifications(1)			Pro Forma Adjustments(2)			Note References(3)	Combined Company Pro Forma
Net sales	$	616,536		$	196,055		—			—				$	812,591
Cost of sales	338,616			76,869			39,339			2,264			(F)	457,088
Gross margin	277,920			119,186			(39,339		)	(2,264		)		355,503
Selling, general and administrative expenses	225,367			—			—			—				225,367
Sales and marketing including occupancy costs	—			88,701			(33,710		)	—				54,991
General and administrative	—			17,532			(5,629		)	—				11,903
Operating income	52,553			12,953			—			(2,264		)		63,242
Interest income	121			171			—			(242		)	(H)	50
Interest expense	(344		)	(5		)	—			(26,458		)	(I)	(26,807		)
Earnings before income taxes	52,330			13,119			—			(28,964		)		36,485
Provision for income taxes	19,374			5,031			—			(11,296		)	(J)	13,109
Net earnings including non-controlling interest	32,956			8,088			—			(17,668		)		23,376
Net loss attributable to non-controlling interest	135			—			—			—				135
Net earnings attributable to common shareholders	$	33,091		$	8,088		$	—		$	(17,668	)		$	23,511
Net earnings per common share attributable to common shareholders:
Basic	$	0.65		$	0.29									$	0.46
Diluted	$	0.65		$	0.29									$	0.46
Weighted-average common shares outstanding:
Basic	50,607			27,965						(27,965		)	(K)	50,607
Diluted	50,788			28,047						(28,047		)	(K)	50,788

(1) See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements for a description of the reclassifications included in this column.

(2) See Notes 2 and 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(3) See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

For the Three Months Ended May 3, 2014

(In thousands, except per share amounts)

	Company Historical			Jos. A. Bank Historical			Presentation Reclassifications(1)			Pro Forma Adjustments(2)			Note References(3)	Combined Company Pro Forma
Net sales	$	630,474		$	217,422		—			—				$	847,896
Cost of sales	347,110			85,552			41,805			1,084			(F)	475,551
Gross margin	283,364			131,870			(41,805		)	(1,084		)		372,345
Asset impairment charges	302			—			—			—				302
Selling, general and administrative expenses	255,781			—			—			(20,099		)	(G)	235,682
Sales and marketing including occupancy costs	—			96,921			(36,383		)	—				60,538
General and administrative	—			95,654			(5,422		)	(75,390		)	(G)	14,842
Operating income (loss)	27,281			(60,705		)	—			94,405				60,981
Interest income	61			61			—			(72		)	(H)	50
Interest expense	(1,135		)	(11		)	—			(25,506		)	(I)	(26,652		)
Earnings (loss) before income taxes	26,207			(60,655		)	—			68,827				34,379
Provision (benefit) for income taxes	9,749			(23,518		)	—			(26,843		)	(J)	13,074
Net earnings (loss) including non-controlling interest	16,458			(37,137		)	—			41,984				21,305
Net loss attributable to non-controlling interest	28			—			—			—				28
Net earnings (loss) attributable to common shareholders	$	16,486		$	(37,137	)	$	—		$	41,984			$	21,333
Net earnings (loss) per common share attributable to common shareholders:
Basic	$	0.34		$	(1.33	)								$	0.45
Diluted	$	0.34		$	(1.33	)								$	0.44
Weighted-average common shares outstanding:
Basic	47,607			27,992						(27,992		)	(K)	47,607
Diluted	47,974			27,992						(27,992		)	(K)	47,974

(1) See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements for a description of the reclassifications included in this column.

(2) See Notes 2 and 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(3) See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF EARNINGS

For the Twelve Months Ended May 3, 2014

(In thousands, except per share amounts)

	Company Historical			Jos. A. Bank Historical			Presentation Reclassifications(1)			Pro Forma Adjustments(2)			Note References(3)	Combined Company Pro Forma
Net sales	$	2,487,171		$	1,053,533		—			—				$	3,540,704
Cost of sales	1,392,717			444,261			165,048			6,705			(F)	2,008,731
Gross margin	1,094,454			609,272			(165,048		)	(6,705		)		1,531,973
Goodwill impairment charge	9,501			—			—			—				9,501
Asset impairment charges	2,518			—			1,041			—				3,559
Selling, general and administrative expenses	978,079			—			—			(34,310		)	(G)	943,769
Sales and marketing including occupancy costs	—			424,689			(144,053		)	—				280,636
General and administrative	—			156,215			(22,036		)	(79,755		)	(G)	54,424
Operating income	104,356			28,368			—			107,360				240,084
Interest income	325			283			—			(408		)	(H)	200
Interest expense	(3,996		)	(50		)	—			(102,819		)	(I)	(106,865		)
Earnings before income taxes	100,685			28,601			—			4,133				133,419
Provision for income taxes	32,966			10,500			—			(1,612		)	(J)	45,078
Net earnings including non-controlling interest	67,719			18,101			—			2,521				88,341
Net (earnings) loss attributable to non-controlling interest	(533		)	—			—			—				(533		)
Net earnings attributable to common shareholders	$	67,186		$	18,101		$	—		$	2,521			$	87,808
Net earnings per common share attributable to common shareholders:
Basic	$	1.39		$	0.65									$	1.82
Diluted	$	1.38		$	0.65									$	1.80
Weighted-average common shares outstanding:
Basic	48,099			27,987						(27,987		)	(K)	48,099
Diluted	48,458			28,056						(28,056		)	(K)	48,458

(1) See Note 1 to the Unaudited Pro Forma Condensed Combined Financial Statements for a description of the reclassifications included in this column.

(2) See Notes 2 and 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

(3) See Note 3 to the Unaudited Pro Forma Condensed Combined Financial Statements.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(in thousands)

Note 1—Basis of Presentation

The following Unaudited Pro Forma Condensed Combined Financial Statements of the Company have been derived by the application of pro forma adjustments related to the Acquisition, the other Transactions, and the other assumptions and adjustments described in the accompanying notes herein to the historical financial statements of the Company and Jos. A. Bank.

The Unaudited Pro Forma Financial Information related to the Acquisition was prepared using the acquisition method of accounting for business combinations. The Unaudited Pro Forma Condensed Combined Balance Sheet is presented as if the Acquisition and the other Transactions took place as of May 3, 2014. The Unaudited Pro Forma Condensed Combined Statement of Earnings for the year ended February 1, 2014, the three months ended May 4, 2013, the three months ended May 3, 2014 and the twelve months ended May 3, 2014 are presented as if the Acquisition and the other Transactions occurred on February 3, 2013. Unaudited pro forma adjustments, and the assumptions on which they are based, are described in Note 3 below.

Certain reclassifications have been made relative to Jos. A. Bank’s historical financial statements in order to present them on a basis consistent with those of Men’s Wearhouse, including for balance sheet purposes: (1) condensing Jos A. Bank’s prepaid expenses and other current assets into other current assets, (2) reclassifying Jos. A. Bank’s accrued advertising and accrued property, plant and equipment expenses from accrued expenses and other current liabilities into accounts payable and (3) condensing Jos. A. Bank’s non-current liabilities into one line item.

As disclosed in Men’s Wearhouse’s historical audited financial statements, Men Wearhouse’s gross margin may not be comparable to other specialty retailers, as some companies exclude costs related to their distribution network from cost of goods sold while others, like Men’s Wearhouse, include all or a portion of such costs in costs of goods sold. As such, for income statement purposes, certain buying, distribution and occupancy costs for Jos. A. Bank were reclassified from Jos. A. Bank’s sales and marketing and general and administrative line items to cost of goods sold to conform to Men’s Wearhouse’s calculation of gross margin. In addition, asset impairment charges included in Jos. A. Bank’s sales and marketing line item were reclassified to its own line item to conform to the Men’s Wearhouse presentation.

Note 2—Preliminary Purchase Price Allocation

The combined company will allocate the purchase price paid by Men’s Wearhouse to the fair value of the Jos. A. Bank assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Jos. A. Bank as of May 3, 2014. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Acquisition. The final purchase price allocation could be impacted by a variety of factors that may

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

(in thousands)

become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Acquisition.

Book value of net assets acquired	$	695,442	(i)
Fair value adjustments:
Identifiable intangible asset	500,000		(ii)
Other non-current liabilities	(154,531		)(iii)
Goodwill	786,412		(iv)
Total fair value adjustments	1,131,881
Total purchase price	$	1,827,323

(i) The Unaudited Pro Forma Condensed Combined Financial Information has been prepared using Jos. A. Bank’s available financial information. Except as described below, the carrying value of Jos. A. Bank’s net assets are considered to be a proxy for fair value of those assets and liabilities. Adjustments may be required when additional information is obtained and a more detailed review is performed of the net assets acquired. The actual amounts recorded when the Acquisition is completed may differ materially from the current book value of Jos. A. Bank’s net assets.

(ii) Based on a preliminary valuation, the identifiable intangible asset consists of an indefinite-lived tradename of approximately $500.0 million.

(iii) Historical non-current liabilities were decreased by $40.5 million to reflect the elimination of Jos. A. Bank’s deferred rent balances as of May 3, 2014 as these amounts are typically not assigned any fair value during purchase price allocation. Non-current liabilities were increased by $195.0 million to reflect the deferred tax liability to be recorded in connection with the identified tradename. This amount was calculated using a tax rate of 39.0%, which approximates the relevant statutory rate.

(iv) Goodwill was increased by $786.4 million to reflect the excess of the consideration paid to consummate the Acquisition over the fair value of the assets acquired.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

(in thousands)

Note 3—Unaudited Pro Forma Adjustments

Unaudited Pro Forma Condensed Combined Balance Sheet

(A) Sources and Uses

Sources of funds:
Available cash and cash equivalents(1)	$	334,343
ABL Facility	95,980
Term Loan Facility	1,100,000
Notes Offering	600,000
Total sources of funds	$	2,130,323
Use of funds:
Cash payments to Jos. A. Bank stockholders(2)	$	1,827,323
Refinance Men’s Wearhouse current term loan	95,000
Transaction costs(3)	150,000
New debt issuance costs(4)	58,000
Total use of funds	$	2,130,323

(1) Available cash and cash equivalents used to fund the Acquisition is based on maintaining a minimum combined company pro forma cash balance of approximately $100.0 million after the Acquisition and the other Transactions are completed.

(2) Based on 27,998,089 shares of Jos. A. Bank common stock outstanding as of June 2, 2014 plus 114,566 shares of common stock of Jos. A. Bank reserved for issuance pursuant to outstanding equity awards under Jos. A. Bank’s stock plans (as determined based on the maximum number of shares of common stock that may be settled in connection with the Acquisition pursuant to the terms and conditions of the outstanding awards, as of June 4, 2014) multiplied by $65.00.

(3) In accordance with applicable accounting guidance, transaction costs are expensed as they are incurred.

(4) See Note (B) below.

Concurrent with the refinancing of the Men’s Wearhouse current term loan, Men’s Wearhouse will settle its current interest rate swap. The following adjustments were made to the Unaudited Pro Forma Condensed Combined Balance Sheet to reflect the settlement of the interest rate swap:

	Cash			Non-current assets			Accumulated other comprehensive income (loss)		Retained earnings			Non-current liabilities
Cash payment to settle interest rate swap	$	(356	)	$	—		$	—	$	—		$	(356	)
Reclassification of loss on interest rate swap from other comprehensive income to retained earnings	—			—			217		(217		)	—
Elimination of deferred tax asset on interest rate swap	—			(139		)	—		(139		)	—

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

(in thousands)

The following table provides a summary of the uses of cash and cash equivalents for the various transactions described in Note (A):

	Cash and cash equivalents
Men’s Wearhouse balance as of May 3, 2014	$	95,923
Jos. A. Bank’s balance as of May 3, 2014	338,420
Use of available cash and cash equivalents to fund the Acquisition	(334,343		)
Men’s Wearhouse payment to settle interest rate swap	(356		)
Combined company pro forma cash and cash equivalents	$	99,644

(B) Debt

The adjustments to long-term debt are comprised of the following items:

Current Portion of Long-Term Debt:
Current portion of Term Loan Facility	$	11,000
Refinancing of current term loan	(10,000		)
Net change in current maturities of long-term debt	$	1,000
Long-Term Debt:
Non-current portions of Term Loan Facility, ABL Facility and Notes Offering	$	1,784,980
Refinancing of current term loan	(85,000		)
Net change in long-term debt	$	1,699,980

Deferred financing fees of $58.0 million, which generally represent upfront and arranger fees based on a percentage of the debt issued, have been recorded with $8.5 million classified as other current assets and $49.5 million classified as non-current assets. The deferred financing fees may ultimately be different than the amount assumed for purposes of this Unaudited Pro Forma Condensed Combined Financial Information including the possibility that the Term Loan Facility may be issued with an original issue discount, which would be shown as a reduction of the proceeds from the Term Loan Facility and not as a deferred asset.

Deferred financing fees incurred in relation to the Term Loan Facility and ABL Facility will be amortized over the contractual term of such facilities and fees to be incurred in connection with the Notes Offering will be amortized over the contractual term of the notes, which is expected to be eight years. Amounts related to an original issue discount will be amortized over the contractual term of the Term Loan Facility.

Deferred financing fees of $2.2 million relating to Men’s Wearhouse’s previous credit facility have been eliminated from other non-current assets with a corresponding decrease to retained earnings. No adjustment has been made to the Unaudited Pro Forma Condensed Combined Statements of Earnings for these costs as they are non-recurring.

(C) Goodwill and other intangible assets

The adjustment to goodwill consists of $786.4 million while the adjustment to intangible assets, net consists of $500.0 million. See Note 2 for the estimated purchase price allocation. The pro forma

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

(in thousands)

purchase price allocation is preliminary as the Acquisition has not yet been completed. The pro forma presentation assumes that the historical values of Jos. A. Bank’s net assets approximate fair value. Additionally, the allocation of the purchase price to the acquired intangible asset is preliminary and subject to the final outcome of management’s analysis to be conducted, with the assistance of valuation advisors, upon the completion of the Acquisition. The residual amount of the purchase price has been allocated to goodwill. The actual amounts recorded when the Acquisition is completed may differ materially from the pro forma amounts presented herein.

(D) Deferred taxes and other liabilities

The adjustment reflects an increase of $195.0 million in deferred tax liabilities associated with the recording of a tradename intangible asset for the combined company offset by an adjustment of $40.5 million associated with elimination of Jos. A. Bank’s deferred rent liabilities and $0.4 million related to settlement of the Men’s Wearhouse interest rate swap discussed in (A). The actual amounts recorded for deferred taxes may differ materially from the pro forma amounts presented herein.

(E) Equity

The historical stockholders’ equity of Jos. A. Bank will be eliminated upon the completion of the Acquisition. In addition, as discussed in (A) and (B) above, Men’s Wearhouse will settle its current interest rate swap and existing deferred financing fees related to Men’s Wearhouse’s previous credit facility will be eliminated. See the calculation of the pro forma adjustments to the components of equity below:

	Common stock			Capital in excess of par			Accumulated other comprehensive income (loss)		Retained earnings			Total Equity
Elimination of Jos. A. Bank equity balances	$	(279	)	$	(96,256	)	$	—	$	(598,906	)	$	(695,441	)
Reclassification of loss on interest rate swap from other comprehensive income to retained earnings	—			—			217		(356		)	(139		)
Elimination of deferred financing fees related to Men’s Wearhouse’s previous credit facility	—			—			—		(2,201		)	(2,201		)
Estimated Men’s Wearhouse transaction fees	—			—			—		(150,000		)	(150,000		)
Total pro forma adjustment	$	(279	)	$	(96,256	)	$	217	$	(751,463	)	$	(847,781	)

Unaudited Pro Forma Condensed Combined Statement of Earnings

(F) Occupancy costs

As a result of the elimination of Jos. A. Bank’s deferred rent liabilities as described in Note 2, the amortization of deferred rent liabilities as a reduction of rent expense has been eliminated resulting in an increase in Jos. A. Bank occupancy costs, which is shown as an adjustment to cost of goods sold to conform to the Men’s Wearhouse presentation. A summary of the increase in Jos. A. Bank

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

(in thousands)

occupancy costs for each Unaudited Pro Forma Condensed Combined Statement of Earnings is shown below:

	Fiscal Year Ended February 1, 2014		Three Months Ended May 4, 2013		Three Months Ended May 3, 2014		Twelve Months Ended May 3, 2014
Increase in Jos. A. Bank occupancy costs	$	7,885	$	2,264	$	1,084	$	6,705

(G) Selling, general and administrative

In accordance with accounting guidance, transaction costs are expensed as they are incurred. No adjustment has been made to the Unaudited Pro Forma Condensed Combined Statements of Earnings for transaction costs to be incurred as these costs are not expected to have a continuing impact on the combined company. As transaction costs already incurred are also not expected to have a continuing impact on the combined company, they have been eliminated from the Unaudited Pro Forma Condensed Combined Statements of Earnings for each period presented. A summary of the transaction costs eliminated for each Unaudited Pro Forma Condensed Combined Statement of Earnings is shown below:

	Fiscal Year Ended February 1, 2014		Three Months Ended May 4, 2013		Three Months Ended May 3, 2014		Twelve Months Ended May 3, 2014
Transaction costs recorded by Men’s Wearhouse and Jos. A. Bank	$	18,576	$	—	$	95,489	$	114,065

(H) Interest Income

Decreases in interest income reflect lower interest income related to the use of $334.3 million of cash and investments, see (A) above, to partially fund the Acquisition. The amounts were calculated using an average return of 0.2% on a pro forma cash balance of approximately $100.0 million after the Transactions and funding of the Acquisition was completed. A summary of the interest income amounts eliminated for each Unaudited Pro Forma Condensed Combined Statement of Earnings is shown below:

	Fiscal Year Ended February 1, 2014		Three Months Ended May 4, 2013		Three Months Ended May 3, 2014		Twelve Months Ended May 3, 2014
Elimination of interest income	$	578	$	242	$	72	$	408

(I) Interest Expense

Concurrently with the closing of the Acquisition, the Company plans to enter into a (i) $1.1 billion Term Loan Facility, (ii) a $500.0 million ABL Facility and (iii) $600.0 million of notes offered hereby. Interest on the Term Loan B and ABL Facility will be variable, while interest on the notes will be fixed. For purposes of this Unaudited Pro Forma Condensed Combined Financial Information, borrowings made in connection with the Transactions under the Term Loan Facility, ABL

Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)

(in thousands)

Facility and notes were assumed using a weighted average interest rate of 5.4%. The adjustment to interest expense for each Unaudited Pro Forma Condensed Combined Statement of Earnings is below:

	Fiscal Year Ended February 1, 2014			Three Months Ended May 4, 2013			Three Months Ended May 3, 2014			Twelve Months Ended May 3, 2014
Interest expense on financing incurred in connection with the Transactions	$	98,305		$	24,622		$	24,499		$	98,182
Eliminate amortization of deferred financing fees on Men’s Wearhouse’s previous credit facility	(523		)	(103		)	(139		)	(559		)
Eliminate interest expense related to current Men’s Wearhouse term loan	(1,493		)	—			(728		)	(2,221		)
Eliminate commitment fees paid on Men’s Wearhouse’s previous credit facility	(1,063		)	(197		)	(262		)	(1,128		)
Amortization of deferred financing costs and/or issue discounts recorded in connection with financing assumed in connection with the Transactions	8,545			2,136			2,136			8,545
Total adjustment to interest expense	$	103,771		$	26,458		$	25,506		$	102,819

The pro forma interest expense on the notes offered hereby is based on an assumed interest rate. A hypothetical 1/8 increase (or decrease) in the interest rate on the notes offered hereby would increase (or decrease) our pro forma interest expense by $0.8 million per annum, respectively.

(J) Income taxes

The pro forma condensed combined income tax provision has been adjusted for the tax effect of adjustments to income before income taxes at the estimated statutory rate of 39% for the periods presented. The effective tax rate of the combined company could be significantly different depending on post- acquisition activities.

(K) Basic and diluted shares

Basic and diluted earnings per share calculations were computed using the two-class method and are based on the Men’s Wearhouse basic and diluted weighted-average shares only as no new shares were issued as part of the Acquisition.

TAILORED BRANDS INC - FORM 8-K - EX-99.1 - June 9, 2014

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