<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(x) Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange
Act of 1934 for the Quarterly Period Ended August 2, 1997.
( ) Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the Transition Period from _________ to
________________.
Commission File No. 0-20036
THE MEN'S WEARHOUSE, INC.
(Exact name of registrant as specified in its charter)
--------------------
Texas 74-1790172
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5803 Glenmont Drive
Houston, Texas 77081
(Address of principal executive offices) (Zip code)
(713) 295-7200
(Registrant's telephone number including area code)
Indicate by check mark whether 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 [x] No [ ]
As of September 10, 1997 there were 22,053,469 common shares, $.01 par value,
of the registrant outstanding.
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
--------------- --------------- ---------------
AUGUST 3, AUGUST 2, FEBRUARY 1,
1996 1997 1997
--------------- --------------- ---------------
ASSETS (UNAUDITED) (UNAUDITED)
--------------- --------------- ---------------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $ 12,795,000 $ 27,490,000 $ 34,113,000
Inventories 161,002,000 205,106,000 164,140,000
Other current assets 6,770,000 10,301,000 10,051,000
--------------- --------------- ---------------
Total Current Assets 180,567,000 242,897,000 208,304,000
--------------- --------------- ---------------
PROPERTY AND EQUIPMENT, NET 63,954,000 75,800,000 71,022,000
OTHER ASSETS 10,015,000 19,860,000 16,152,000
--------------- --------------- ---------------
TOTAL $ 254,536,000 $ 338,557,000 $ 295,478,000
=============== =============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 29,888,000 $ 50,392,000 $ 38,089,000
Accrued expenses 12,905,000 21,004,000 24,742,000
Income taxes payable 2,196,000 2,397,000 8,194,000
Other current liabilities 513,000 181,000 442,000
--------------- --------------- ---------------
Total Current Liabilities 45,502,000 73,974,000 71,467,000
LONG-TERM DEBT 57,500,000 57,500,000 57,500,000
OTHER LIABILITIES 6,558,000 7,199,000 7,382,000
--------------- --------------- ---------------
Total Liabilities 109,560,000 138,673,000 136,349,000
--------------- --------------- ---------------
SHAREHOLDERS' EQUITY:
Common stock 210,000 220,000 210,000
Capital in excess of par 78,054,000 109,317,000 78,182,000
Retained earnings 67,291,000 90,688,000 81,316,000
--------------- --------------- ---------------
Total 145,555,000 200,225,000 159,708,000
Treasury common stock, at cost (579,000) (341,000) (579,000)
--------------- --------------- ---------------
Total Shareholders' Equity 144,976,000 199,884,000 159,129,000
--------------- --------------- ---------------
TOTAL $ 254,536,000 $ 338,557,000 $ 295,478,000
=============== =============== ===============
</TABLE>
See notes to consolidated financial statements.
<PAGE> 3
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
FOR THE INTERIM PERIODS ENDED
AUGUST 3, 1996 AND AUGUST 2, 1997
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
1996 1997
------------ -------------
<S> <C> <C>
Net Sales $ 98,885,000 $ 133,935,000
Cost of goods sold, including buying and
occupancy costs 59,923,000 82,744,000
------------ -------------
Gross margin 38,962,000 51,191,000
Selling, general and administrative expenses 31,640,000 41,374,000
------------ -------------
Operating income 7,322,000 9,817,000
Interest expense (net of interest income of $395,000
and $255,000 in 1996 and 1997, respectively) 500,000 699,000
------------ -------------
Earnings before income taxes 6,822,000 9,118,000
Provision for income taxes 2,813,000 3,762,000
------------ -------------
Net earnings $ 4,009,000 $ 5,356,000
============ =============
Net earnings per share of common stock $ 0.19 $ 0.25
============ =============
Weighted average number of common and
common equivalent shares outstanding 21,213,000 21,495,000
============ =============
</TABLE>
See notes to the consolidated financial statements.
<PAGE> 4
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(UNAUDITED)
FOR THE INTERIM PERIODS ENDED
AUGUST 3, 1996 AND AUGUST 2, 1997
<TABLE>
<CAPTION>
SIX MONTHS ENDED
-------------------------------
1996 1997
------------- -------------
<S> <C> <C>
Net Sales $ 202,582,000 $ 264,556,000
Cost of goods sold, including buying and
occupancy costs 124,658,000 164,932,000
------------- -------------
Gross margin 77,924,000 99,624,000
Selling, general and administrative expenses 64,971,000 82,445,000
------------- -------------
Operating income 12,953,000 17,179,000
Interest expense (net of interest income of $762,000
and $568,000 in 1996 and 1997, respectively) 839,000 1,226,000
------------- -------------
Earnings before income taxes 12,114,000 15,953,000
Provision for income taxes 4,996,000 6,581,000
------------- -------------
Net earnings $ 7,118,000 $ 9,372,000
============= =============
Net earnings per share of common stock $ 0.34 $ 0.44
============= =============
Weighted average number of common and
common equivalent shares outstanding 21,212,000 21,371,000
============= =============
</TABLE>
See notes to the consolidated financial statements.
<PAGE> 5
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE INTERIM PERIODS ENDED
AUGUST 3, 1996 AND AUGUST 2, 1997
<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------------
1996 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 7,118,000 $ 9,372,000
Adjustments to reconcile net earnings to
net cash used in operating activities:
Depreciation and amortization 5,652,000 7,800,000
Increase in inventories (24,205,000) (40,966,000)
Increase in other assets (1,257,000) (841,000)
Increase (decrease) in accounts payable and
accrued expenses (6,900,000) 9,418,000
Decrease in income taxes payable (2,038,000) (4,730,000)
Increase (decrease) in other liabilities 76,000 (183,000)
------------ ------------
Net cash used in operating activities (21,554,000) (20,130,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (12,373,000) (11,880,000)
Investment in trademark, tradenames and
other intangibles (6,000,000) (3,470,000)
------------ ------------
Net cash used in investing activities (18,373,000) (15,350,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of Notes 55,500,000 --
Net proceeds from issuance of common stock -- 29,961,000
Bank borrowings 18,750,000 --
Principal payments on bank debt (23,000,000) --
Principal payments under capital lease obligations (306,000) (261,000)
Payments of deferred loan costs -- (197,000)
Exercise of stock options 582,000 710,000
Option shares relinquished for tax obligations (1,351,000) (1,356,000)
------------ ------------
Net cash provided by financing activities 50,175,000 28,857,000
------------ ------------
INCREASE (DECREASE) IN CASH 10,248,000 (6,623,000)
------------ ------------
CASH:
Beginning of period 2,547,000 34,113,000
------------ ------------
End of period $ 12,795,000 $ 27,490,000
============ ============
</TABLE>
See notes to consolidated financial statements.
<PAGE> 6
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation
The consolidated balance sheets as of August 3, 1996 and August 2, 1997 and the
consolidated statements of earnings and cash flows for the interim periods
ended August 3, 1996 and August 2, 1997 have been prepared by the Company,
without audit. In the opinion of management, all adjustments (which include
only normal recurring accruals) considered necessary to present fairly the
financial position, results of operations and cash flows of the Company at
August 3, 1996 and August 2, 1997 and for all periods presented, have been
made. Certain reclassifications have been made to the consolidated statements
of cash flows for the six months ended August 3, 1996 to conform to the 1997
classifications.
Certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with generally accepted accounting
principles have been omitted from these interim financial statements. It is
suggested that these consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K.
The results of operations for the six months ended August 2, 1997 are not
necessarily indicative of the operating results that may be expected for the
year ending January 31, 1998.
2. Supplemental Disclosures of Cash Flow Information
<TABLE>
<CAPTION>
SIX MONTHS ENDED
----------------------------
1996 1997
---- ----
<S> <C> <C>
Cash paid during the period for:
Interest $ 269,000 $ 1,803,000
========== ===========
Income taxes $7,034,000 $11,311,000
========== ===========
Non-cash investing and financing activities:
Additional paid in capital resulting from tax
benefit recognized upon exercise of stock options $1,042,000 $ 1,067,000
========== ===========
Treasury stock issued to employee stock ownership plan $ 625,000 $ 1,000,000
========== ===========
</TABLE>
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
In large part, changes in net sales and operating results are impacted by the
number of stores operating during the fiscal period. The following information
is provided with respect to stores in operation during each of the respective
fiscal periods. References herein to years are to the Company's 52 - or 53 -
week fiscal year which ends on the Saturday nearest January 31 in the following
calendar year. For example, references to "1997" mean the fiscal year ending
January 31, 1998.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Fiscal Year Ended
-------------------- -------------------- -----------------
August 3, August 2, August 3, August 2, February 1,
1996 1997 1996 1997 1997
-------------------- -------------------- -----------------
<S> <C> <C> <C> <C> <C>
Stores open at beginning of period 285 359 278 345 278
Opened during period 12 11 19 26 50
C&R acquired during period -- -- -- -- 17
NAL acquired during period -- 6 -- 6 --
Closed during period -- (2) -- (3) --
-------------------- -------------------- -----------------
Stores open at end of period 297 374 297 374 345
==================== ==================== =================
</TABLE>
In May 1997, the Company, through an indirect wholly-owned subsidiary, acquired
the assets of Walter Pye's Men's Shops, Inc., which operated four weekend-only
stores in the Greater Houston area and one store in each of San Antonio and New
Orleans. Walter Pye's Men's Shops, Inc. operated these six stores under the
name "NAL". The Company operates these stores, along with Value Price Clothing
Inc.'s ("VPC") C&R stores, as part of the VPC division selling men's tailored
apparel to the more price sensitive clothing customer.
Results of Operations - Three Months
Net sales in the second quarter of 1997 increased $35.1 million, or 35.4%, over
the prior year due to sales from stores opened after August 3, 1996, sales from
the 17 C&R stores and 6 NAL stores acquired by VPC in January 1997 and May
1997, respectively, and a comparable store sales increase. Comparable store
sales (which are 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
year) increased 9.1% over the second quarter of 1996. Comparable store sales
increased .7% in the second quarter of 1996 over the second quarter of 1995.
In the second quarter of 1997, gross margin increased by $12.2 million as
compared to the second quarter of 1996 and as a percentage of net sales
decreased from 39.4% to 38.2%. The decline in gross margin percentage resulted
principally from the impact of the lower gross margin realized by the VPC
division. The gross margin in the Company's traditional stores improved as
occupancy costs decreased as a percentage of net sales.
Selling, general and administrative costs for the second quarter of 1997
increased $9.7 million as compared to the second quarter of 1996, yet as a
percentage of net sales decreased from 32.0% to 30.9%. The principal components
of selling, general and administrative costs increased as a result of the
Company's growth. As a percentage of net sales, advertising expense increased
from 6.4% to 6.6%, store salaries decreased from 13.2% to 12.5% and other
store and non-store general and administrative costs decreased from 12.4% to
11.8%. The relationship of these components of selling, general and
administrative costs to net sales was favorably impacted by the operations of
the VPC division.
Interest expense, net of interest income, increased from $500,000 in the second
quarter of 1996 to $699,000 in the second quarter of 1997. Weighted average
borrowings outstanding, including obligations under capital leases, decreased
from $58.3 million in the second quarter of 1996 to $57.7 million in the second
quarter of 1997, while the
<PAGE> 8
weighted average interest rate on outstanding indebtedness increased from 6.1%
to 6.3%, respectively. The effective interest rate includes commitment fees
paid pursuant to the credit agreement (see Liquidity and Capital Resources)
under which there was no indebtedness outstanding in both the second quarter of
1996 and 1997. Interest expense associated with the 5 1/4% Convertible
Subordinated Notes (see Liquidity and Capital Resources) was offset by interest
income of $395,000 and $255,000 resulting from the investment of excess cash in
short-term securities during the second quarter of 1996 and 1997, respectively.
The effective tax rate remained unchanged between the quarters at approximately
41.3%.
The factors discussed above resulted in net earnings of $5,356,000, or 4.0% of
net sales, for the second quarter of 1997 as compared to $4,009,000, or 4.1% of
net sales, for the second quarter of 1996.
Results of Operations - Six Months
Net sales in the first six months of 1997 increased $62.0 million, or 30.6%,
over the prior year due to sales from stores opened after August 3, 1996, sales
from the 17 C&R stores and 6 NAL stores acquired by VPC on January 17, 1997 and
May 6, 1997, respectively, and a comparable store sales increase. Comparable
store sales (which are 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 year) increased 5.1% over the first six months of 1996. Comparable store
sales increased 4.1% in the first six months of 1996 over the first six months
of 1995.
In the first six months of 1997, gross margin increased by $21.7 million as
compared to the first six months of 1996 and as a percentage of net sales
decreased from 38.5% to 37.7%. The decline in gross margin percentage resulted
principally from the impact of the lower gross margin realized by the VPC
division. The gross margin in the Company's traditional stores improved
slightly as product costs decreased as a percentage of net sales while
occupancy costs increased as a percentage of net sales.
Selling, general and administrative costs for the first six months of 1997
increased $17.5 million as compared to the first six months of 1996, yet as a
percentage of net sales decreased from 32.1% to 31.2%. The principal components
of selling, general and administrative costs increased as a result of the
Company's growth. As a percentage of net sales, advertising expense decreased
from 6.8% to 6.6% , store salaries decreased from 12.9% to 12.5% and other
store and non-store general and administrative costs decreased from 12.4% to
12.1%. The relationship of these components of selling, general and
administrative costs to net sales was favorably impacted by the operations of
the VPC division.
Interest expense, net of interest income, increased from $839,000 in the first
six months of 1996 to $1,226,000 in the first six months of 1997. Weighted
average borrowings outstanding, including obligations under capital leases,
increased from $51.5 million in the first six months of 1996 to $57.8 million
in the first six months of 1997, while the weighted average interest rate on
outstanding indebtedness equaled 6.2% for both periods. The effective interest
rate includes commitment fees paid pursuant to the credit agreement (see
Liquidity and Capital Resources) under which indebtedness was outstanding for
only a portion of the first six months of 1996. Interest expense associated
with the 5 1/4% Convertible Subordinated Notes (see Liquidity and Capital
Resources) was offset by interest income of $762,000 and $568,000 resulting
from the investment of excess cash in short-term securities during the first
six months of 1996 and 1997, respectively.
The effective tax rate remained unchanged between the six-month periods at
approximately 41.3%.
The factors discussed above resulted in net earnings of $9,372,000, or 3.5% of
net sales, for the first six months of 1997 as compared to $7,118,000, or 3.5%
of net sales, for the first six months of 1996.
<PAGE> 9
Liquidity and Capital Resources
In July 1997, the Company completed a public offering of 2,041,250 shares of
common stock, $.01 par value, at $31.75 per share, of which 1,000,000 shares
were sold by the Company for proceeds, net of offering costs, of $30.0 million.
In March 1996, the Company sold $57.5 million of 5 1/4% Convertible
Subordinated Notes (the "Notes") due 2003. The Notes are convertible into
Common Stock at a conversion price of $34.125 per share. A portion of the net
proceeds from the Notes was used to repay outstanding indebtedness under the
second amended and restated Credit Agreement and the balance has been invested
in new stores, the acquisition of C&R and NAL, licenses, trademarks, short-term
interest bearing securities or otherwise used to minimize borrowings under the
second amended and restated Credit Agreement. Interest on the Notes is payable
semi-annually on March 1 and September 1 of each year.
The change in the Company's cash position during the six months ended August 2,
1997, resulted from the following combination of factors:
o Net proceeds from issuance of 1,000,000 shares of common stock on July
23, 1997 of approximately $30 million.
o Net cash used in operations, principally related to an inventory increase
due to seasonal inventory buildup and the addition of 26 stores opened
during the six months ended August 2, 1997, as well as the purchase of
inventory for stores to be opened in the third quarter of 1997.
o Use of cash in connection with capital expenditures related to new stores
opened during the six months ended, or under construction at, August 2,
1997, land and building purchased for use by the Company in connection
with various training and meeting functions, employee retreats and vendor
relations and purchases of telecommunication and computer equipment.
o The acquisition of six NAL stores, including inventory and related
intangibles.
On June 2, 1997, the Company entered into a revolving credit agreement
("Revised Credit Agreement") to replace the second amended and restated Credit
Agreement with its bank group that became effective on June 30, 1995. The
Revised Credit Agreement provides for borrowings of up to $125 million through
April 30, 2002. As of September 10, 1997, there was no indebtedness outstanding
under the Revised Credit Agreement.
Advances under the Revised Credit Agreement bear interest at a rate per annum
equal to, at the Company's option, (i) the bank's prime rate or (ii) the
reserve adjusted LIBOR rate plus an interest rate margin varying between .875%
to 1.375%. The Revised Credit Agreement provides for fees applicable to unused
commitments of .125% to .275% .
The Revised Credit Agreement contains certain restrictive and financial
covenants, including a requirement to maintain a minimum amount of Consolidated
Net Worth (as defined). The Company is also required to maintain certain debt
to cash flow, cash flow coverage and current ratios and must keep its average
store inventories below certain specified amounts. In addition, the Revised
Credit Agreement limits additional indebtedness, creation of liens, Restricted
Payments (as defined) and Investments (as defined). The Revised Credit
Agreement prohibits payment of cash dividends on the Common Stock of the
Company. The Revised Credit Agreement also permits, with certain limitations,
the Company to merge or consolidate with another company, sell or dispose of
its property, make acquisitions, issue options or enter into transactions with
affiliates.
<PAGE> 10
The Company anticipates opening a total of approximately 50 new stores in the
current fiscal year, including the 26 stores opened in the first six months of
1997. The continuing consolidation of the men's tailored clothing industry and
recent financial difficulties of significant menswear retailers may present the
Company with opportunities to acquire retail chains significantly larger than
the Company's past acquisitions. Any such acquisitions may be undertaken as an
alternative to opening new stores. The Company has received, and from time to
time in the past has received, inquiries concerning its interest in possible
acquisitions and has requested information with respect thereto. The Company
may use cash on hand, together with its cash flow from operations and
borrowings under the Revised Credit Agreement, to take advantage of acquisition
opportunities.
The Company is currently conducting an evaluation of the computer hardware and
software needs necessary to productively manage its expected future business
activities. Based on the current plan, it is expected that the related capital
expenditures will approximate $12 million to $17 million over the next 18 to 24
months.
In June 1997, the Company commenced construction of approximately 150,000
square feet on a six acre tract adjacent to its current distribution facility
in Houston. Including the cost of the land (which was purchased for $700,000 in
1996), fixtures and equipment, these new distribution facilities are estimated
to cost approximately $7.5 million and are expected to be completed after the
end of the current fiscal year.
The Company anticipates that its existing cash and cash flow from operations,
supplemented by borrowings under the Revised Credit Agreement and net proceeds
from the July 1997 public offering, will be sufficient to fund its planned
store openings, other capital expenditures and other operating cash
requirements for at least the next twelve months.
In connection with the Company's direct sourcing program, the Company may enter
into purchase commitments that are denominated in a foreign currency. The
Company generally enters into forward exchange contracts to reduce the risk of
currency fluctuations related to firmly committed and certain other probable,
but not firmly committed, inventory transactions denominated in a foreign
currency. The majority of the forward exchange contracts are with one financial
institution. Therefore, the Company is exposed to credit risk in the event of
nonperformance by this party. However, due to the creditworthiness of this
major financial institution, full performance is anticipated. The Company may
also be exposed to market risk as a result of changes in foreign exchange
rates. This market risk should be substantially offset by changes in the
valuation of the underlying transactions being hedged.
Impact of New Accounting Pronouncements
The Financial Accounting Standards Board issued Statement No. 128, "Earnings
Per Share," (SFAS 128), in February 1997. SFAS 128, which is effective for
periods ending after December 15, 1997, establishes standards for computing and
presenting earnings per share (EPS) and applies to entities with publicly held
common stock or potential common stock. SFAS 128 simplifies the standards for
computing earnings per share previously found in APB Opinion No. 15 and makes
them comparable to international EPS standards. It replaces the presentation of
primary EPS with a presentation of basic EPS. It also requires dual
presentation of basic and diluted EPS on the face of the income statement for
all entities with complex capital structures and requires a reconciliation of
the numerator and denominator of the diluted EPS computation.
Basic EPS excludes dilution and is computed by dividing income available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. Diluted EPS is computed similarly to fully
diluted EPS pursuant to Opinion 15. The Company does not believe that the
adoption of SFAS 128 will have a material effect on the Company's method of
calculation or display of earnings per share amount.
Also in February 1997, the FASB issued SFAS No. 129, Disclosure of Information
about Capital Structure, which establishes standards for disclosing information
about an entity's capital structure. Such SFAS is
<PAGE> 11
effective for periods ending after December 15, 1997. In June 1997, the FASB
issued SFAS No. 130, Reporting Comprehensive Income, and SFAS 131, Disclosures
About Segments of an Enterprise and Related information. SFAS No. 130
establishes standards for reporting and displaying of comprehensive income and
its components. SFAS No. 131 establishes standards for the way that public
business enterprises report information about operating segments and related
information in interim and annual financial statements. SFAS No. 130 and 131
are effective for periods beginning after December 15, 1997. These three
statements will not have any effect on the Company's 1997 financial statements,
however, management is evaluating what, if any, additional disclosures may be
required when these three statements are implemented.
Forward -Looking Statements
Certain statements made herein and in other public offerings and releases by
the Company contain "forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risk and uncertainty.
These forward-looking statements may include, but are not limited to, future
sales, earnings, margins, costs, number and costs of store openings, demand for
men's clothing, market trends in the retail men's clothing business, currency
fluctuations, inflation and various economic and business trends.
Forward-looking statements may be made by management orally or in writing,
including but not limited to, this Management's Discussion and Analysis of
Financial Condition and Results of Operations section and other sections of the
Company's filings with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 and the Securities Act of 1933.
Actual results and trends in the future may differ materially depending on a
variety of factors including, but not limited to, domestic economic activity
and inflation, the Company's successful execution of internal operating plans
and new store and new market expansion plans, performance issues with key
suppliers, foreign currency fluctuations, government export and import policies
and legal proceedings. Future results will also be dependent upon the ability
of the Company to continue to identify and complete successful expansions and
penetrations into existing and new markets and its ability to integrate such
expansions with the Company's existing operations.
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's Annual Meeting of Shareholders held on June 18, 1997, the
Company's shareholders (i) elected nine directors to the Company's Board of
Directors and (ii) ratified the appointment of Deloitte & Touche LLP as
independent auditors of the Company for 1997. The number of shares voted for
and withheld with respect to the election of each director is as follows:
<TABLE>
<CAPTION>
Name Shares Voted For Shares Withheld
---- ---------------- ---------------
<S> <C> <C>
George Zimmer 19,067,010 19,515
David Edwab 19,067,290 19,235
Richard E. Goldman 19,067,290 19,235
Robert E. Zimmer 19,067,028 19,497
James E. Zimmer 19,067,178 19,347
Harry M. Levy 19,066,699 19,826
Rinaldo Brutoco 19,067,290 19,235
Michael L. Ray 19,067,290 19,235
Sheldon I. Stein 19,059,951 26,574
</TABLE>
The number of shares voted in favor, against, or abstained related to the
ratification of the appointment of independent auditors was as follows:
<TABLE>
<CAPTION>
Voted For Voted Against Abstained
--------- ------------- ---------
<S> <C> <C> <C>
Proposal (ii) 19,068,312 8,025 10,188
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11.1 Statement of Computation of Net Earnings Per Share.
27.1 Financial Data Schedule.
(b) The Company was not required to file any reports on Form 8-K during
the 13 weeks ended August 2, 1997.
<PAGE> 13
SIGNATURES
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 thereinto duly authorized.
The Men's Wearhouse, Inc.
(REGISTRANT)
/s/
- ---------------------------
David H. Edwab
President
September 12, 1997
/s/
- ---------------------------
Gary G. Ckodre
Vice President - Finance and Principal Financial
and Accounting Officer
September 12, 1997
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGES
- ------- ----------- --------------
<S> <C> <C>
11.1 Statement of Computation of Net Earnings Per Share.
27.1 Financial Data Schedule.
</TABLE>
<PAGE> 1
EXHIBIT 11.1
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
STATEMENT OF COMPUTATION OF NET EARNINGS PER SHARE
FOR THE INTERIM PERIODS ENDED AUGUST 3, 1996 AND AUGUST 2, 1997
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------
1996 1997
---- ----
<S> <C> <C>
Shares outstanding - beginning of period 20,903,000 21,011,000
Shares issued during period - weighted average:
Public offerings -- 121,000
Options exercised 3,000 12,000
Common stock equivalents - weighted average:
Shares issuable upon exercise of stock
options granted (treasury stock method) 307,000 351,000
----------- -----------
Weighted average number of common and common
equivalent shares 21,213,000 21,495,000
=========== ===========
Net earnings applicable to common stock $ 4,009,000 $ 5,356,000
=========== ===========
Primary and fully diluted earnings per share $ .19 $ .25
=========== ===========
==========================================================================================
<CAPTION>
Six Months Ended
-------------------------------
1996 1997
---- ----
<S> <C> <C>
Shares outstanding - beginning of period 20,820,000 20,921,000
Shares issued during period - weighted average:
Public offerings -- 60,000
Options exercised 57,000 56,000
Contribution to Employee Stock Plan 14,000 26,000
Common stock equivalents - weighted average:
Shares issuable upon exercise of stock
options granted (treasury stock method) 321,000 308,000
----------- -----------
Weighted average number of common and common
equivalent shares 21,212,000 21,371,000
=========== ===========
Net earnings applicable to common stock $ 7,118,000 $ 9,372,000
=========== ===========
Primary and fully diluted earnings per share $ .34 $ .44
=========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS ON FORM 10-Q AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-02-1997
<PERIOD-END> AUG-02-1997
<CASH> 27,490
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 205,106
<CURRENT-ASSETS> 242,897
<PP&E> 122,615
<DEPRECIATION> 46,815
<TOTAL-ASSETS> 338,557
<CURRENT-LIABILITIES> 73,974
<BONDS> 57,500
0
0
<COMMON> 220
<OTHER-SE> 199,664
<TOTAL-LIABILITY-AND-EQUITY> 338,557
<SALES> 264,556
<TOTAL-REVENUES> 264,556
<CGS> 164,932
<TOTAL-COSTS> 164,932
<OTHER-EXPENSES> 82,445
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,226
<INCOME-PRETAX> 15,953
<INCOME-TAX> 6,581
<INCOME-CONTINUING> 9,372
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,372
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0
</TABLE>
