Form 11-K TAILORED BRANDS INC For: Dec 31
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2017
OR
o TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 1-16097
A. Full title of the plan and address of the plan, if different from that of the issuer named below:
TAILORED BRANDS
401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices:
TAILORED BRANDS, INC.
6380 Rogerdale Road
Houston, Texas 77072
TAILORED BRANDS 401(k) SAVINGS PLAN
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FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016: |
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NOTE: |
All other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable. |
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of the
Tailored Brands 401(k) Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying Statements of Net Assets Available for Benefits of the Tailored Brands 401(k) Savings Plan (the Plan) as of December 31, 2017 and 2016, and the related Statements of Changes in Net Assets Available for Benefits for the years then ended, and the related notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of Plan management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the auditing standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing audit procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by Plan management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplementary information of Schedule of Assets (Held at End of Year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The supplementary information is the responsibility of Plan management. Our audit procedures included determining whether the supplementary information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplementary information. In forming our opinion on the supplementary information, we evaluated whether the supplementary information, including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for Reporting and Disclosure under Employee Retirement Income Security Act. In our opinion, the supplementary information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ McConnell & Jones LLP
We have served as the Plans auditors since 2012.
Houston, Texas
June 27, 2018
TAILORED BRANDS 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2017 AND 2016
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2017 |
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2016 |
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ASSETS |
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Investments, at fair value |
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$ |
240,872,052 |
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$ |
215,896,156 |
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RECEIVABLES |
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Notes receivable from participants |
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7,620,166 |
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9,749,470 |
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Employer match contributions |
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2,712,533 |
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126,901 |
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Earnings on employer matching contributions |
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5,251 |
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TOTAL ASSETS |
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251,204,751 |
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225,777,778 |
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LIABILITIES |
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Excess contributions refundable |
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17,552 |
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834,866 |
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TOTAL LIABILITIES |
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17,552 |
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834,866 |
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NET ASSETS AVAILABLE FOR BENEFITS |
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$ |
251,187,199 |
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$ |
224,942,912 |
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The accompanying notes are an integral part of these financial statements.
TAILORED BRANDS 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016
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2017 |
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2016 |
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ADDITIONS: |
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Investment income: |
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Net appreciation in fair value of investments |
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$ |
22,831,070 |
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$ |
17,343,695 |
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Dividends and other |
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5,911,884 |
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4,775,847 |
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Total investment income |
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28,742,954 |
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22,119,542 |
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Contributions: |
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Employee contributions |
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16,362,131 |
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13,500,401 |
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Rollover contributions |
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1,350,106 |
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1,196,180 |
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Employer contributions |
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2,741,401 |
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1,177,948 |
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Total contributions |
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20,453,638 |
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15,874,529 |
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Interest income on notes receivable from participants |
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367,531 |
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374,838 |
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Total additions |
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49,564,123 |
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38,368,909 |
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DEDUCTIONS: |
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Benefits paid to participants |
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22,858,028 |
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30,745,278 |
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Administrative expenses |
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461,808 |
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72,674 |
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Total deductions |
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23,319,836 |
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30,817,952 |
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NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS BEFORE TRANSFER |
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26,244,287 |
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7,550,957 |
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Transfer of Assets from Jos. A. Bank 401(k) Plan (Note 1) |
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39,454,220 |
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NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS AFTER TRANSFER |
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26,244,287 |
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47,005,177 |
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NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year |
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224,942,912 |
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177,937,735 |
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NET ASSETS AVAILABLE FOR BENEFITS, End of year |
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$ |
251,187,199 |
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$ |
224,942,912 |
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The accompanying notes are an integral part of these financial statements.
TAILORED BRANDS 401(K) SAVINGS PLAN
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (continued)
1. DESCRIPTION OF PLAN
The following description of Tailored Brands 401(k) Savings Plan (the Plan) (formerly The Mens Wearhouse, Inc. 401(k) Savings Plan) provides only general information. Participants should refer to the Plan and trust agreements for more information.
General The Plan is a defined contribution plan that provides eligible employees with future retirement benefits through a tax-deferred savings program. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective January 31, 2016, Tailored Brands, Inc., a Texas corporation (Tailored Brands), became the successor reporting company to The Mens Wearhouse, Inc. (Mens Wearhouse), pursuant to a holding company reorganization (the Reorganization). Upon completion of the Reorganization, each issued and outstanding share of common stock of Mens Wearhouse was automatically converted into one share of common stock of Tailored Brands, having the same designations, preferences, limitations, and relative rights and corresponding obligations as the shares of common stock of the Mens Wearhouse. As a result, effective as of January 31, 2016, the Mens Wearhouse stock held under the Plan automatically became Tailored Brands stock and the shares of stock were converted, without any further action on the part of Tailored Brands or Mens Wearhouse, to that number of shares of Tailored Brands common stock (TLRD) equal to the number of shares of Mens Wearhouse Common Stock held as of January 31, 2016.
On June 18, 2014, The Mens Wearhouse, Inc. acquired Jos. A. Bank Clothiers, Inc. (Jos. A. Bank), which maintained the Jos. A. Bank 401(k) Plan (JAB Plan) for the benefit of its employees. Effective December 1, 2016 the non-union Jos. A. Bank 401(k) Plan assets were transferred into the Tailored Brands 401(k) Savings Plan with a new recordkeeper, Empower Retirement. With the exception of participant loan notes of $906,788, which were transferred to the Plan in-kind, all investments held by the non-union JAB Plan, totaling $38,547,432 were liquidated and transferred to the Plan as of the close of business on November 30, 2016 and were received by the Plan on December 1, 2016.
Eligibility The Plan provides that certain employees of Tailored Brands Shared Services, LLC, a wholly owned subsidiary of Tailored Brands, Inc., and participating affiliates (the Company) are eligible to participate.
Effective January 1, 2017, full-time employees are eligible to participate in the Plan after completing two months of service and attaining age 21; however, part-time, temporary or seasonal employees are eligible after completing one year of service and attaining age 21. Full-time employees are able to enter the Plan on the first of the month upon completion of the eligibility period and part-time employees are able to enter the Plan on the first day of each Plan year quarter upon completion of the eligibility period.
In 2016, participants became eligible to participate after 90 days of service.
Administration The Plan is administered by an Advisory Committee made up of four employees. Prior to December 1, 2016, investments of the Plan were held in trust by T. Rowe Price Trust Company and, as of December 1, 2016, are held in trust by Great-West Trust Company LLC (as applicable, the Trustee).
TAILORED BRANDS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (continued)
Contributions Eligible employees may make pre- and post-tax contributions up to 75% of compensation subject to the current-year statutory limitations (subject to cost-of-living adjustments). Effective December 1, 2016, Roth and Roth Catch-up Deferrals can be made to the Plan. Participants who will attain age 50 before the end of a Plan year are eligible to make catch-up contributions for that year. The Plan allows the Company to make discretionary matching contributions.
For 2017, the maximum amount of the employer matching contribution is 25% of the employees first 6% in salary deferral contributions made under the Plan. Employees must be employed on the last day of the Plan year, December 31, and have completed at least 1,000 hours of service in the Plan year in order to receive the employer matching contributions. Participants designated as Highly Compensated Employees may not defer in excess of 6% of compensation per pay period.
For 2016, the maximum amount of the employer matching contribution is 100% of the employees first $200 in salary deferral contributions made under the Plan, which includes all participating employers and the Jos. A. Bank non-union employees that joined the Plan effective December 1, 2016.
Participant Accounts Individual accounts are maintained for each Plan participant. Each participants account is credited with the participants contribution, the Companys matching contribution, and Plan earnings, and charged with withdrawals and an allocation of Plan losses and certain administrative expenses, such as participant loan fees, express mailing charges on requested distributions, and frequent trading fees. Allocations are based on participant earnings or account balances in accordance with the Plan document. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account.
Investments Employee contributions are deposited into a trust account, which is invested by the Trustee in various investment options as directed by each participant. The investment options available for 2017 and 2016 included the common stock of TLRD, mutual funds, and a stable value fund maintained by the Trustee. The Plan administrator has limited the percentage of participants accounts that may be invested in the Companys common stock to 20% of their total account value. For 2017, employee deferral into the Companys common stock is, also, limited to 20% per pay period. Plan participants, at their sole discretion, may transfer amounts among the various investment options in accordance with the terms of the Plan.
Vesting Participants are always 100% vested in their salary deferral contribution accounts, rollover contribution accounts, prior matching contribution accounts, and qualified non-elective employer contribution accounts. Eligible employees who enter the plan after January 1, 2017, are subject to a vesting schedule of 100% after two years of service for any employer contributions made to the Plan. Eligible employees who enter the plan prior to January 1, 2017, are immediately 100% vested for any employer contributions made to the Plan. Employer matching contributions made to JA Apparel Corp. Voluntary Investment Plan accounts (which were merged into the 401(k) Plan effective at the close of business January 1, 2015) are subject to the following vesting schedule: 20% of the employer matching contributions will be vested after one year of service, 40% after two years of service, 60% after three years of service, 80% after four years of service, and 100% of the employer matching contributions will be vested after five years of service.
TAILORED BRANDS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (continued)
Distributions to Participants Upon termination of service, a participant may elect to receive a lump-sum payment equal to the value of his or her account. The Plan also permits distributions to active participants if certain conditions are met.
Participant Loans Plan loans are available to all active Plan participants on a nondiscriminatory basis. Amounts may not exceed the lesser of $50,000 (reduced by the highest outstanding loan balance during the prior 12 months) or one-half of the current value of a participants vested account balance. All loans are fully secured by the balance in the participants account.
Forfeited Accounts The Plan allows the forfeitures of nonvested Company-matching contributions from terminated participant accounts to be used to offset future Company-matching contributions, to pay certain administrative expenses, and to make account restorations.
For the years ended December 31, 2017 and 2016, forfeited nonvested amounts totaled $39,555 and $16,454, respectively. Forfeitures of $25,225 and $66,391 were used to reduce employer-matching contributions in 2017 and 2016, respectively.
2. SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting The accompanying financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Risk and Uncertainties The Plan utilizes various investments, including common stock, mutual funds, and common collective investments. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the financial statements.
Investment Valuation and Income Recognition The Plans investments are stated at fair value. Fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Shares of mutual funds are valued at quoted market prices, which represent the net asset value (NAV) of shares held by the Plan at year-end. Tailored Brands stock is valued at the closing price of the common stock reported on the New York Stock Exchange on the last business day of the Plan year. The T. Rowe Price Stable Value Fund (the Fund) is stated at fair value using NAV as a practical expedient. The Fund is a Common Trust Fund offered and managed by the Trustee. The fund strategies seek current income while maintaining stability of invested principal. The Fund invests in synthetic guaranteed investment contracts, U.S. Treasury and agency securities, and cash and cash equivalents, including money market instruments. The trust will also maintain a cash reserve to augment its liquidity. The level of the cash reserve is predicated on expected future liquidity needs. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at the Funds constant NAV of $1 per unit.
TAILORED BRANDS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (continued)
The Fund imposes certain restrictions on investments made under the Plan and the Fund itself may be subject to circumstances that impact its ability to transact at a constant NAV of $1 per unit. Plan management believes that events causing the Fund to transact at less than $1 per unit are unlikely to occur.
Purchases and sales of securities are recorded on a trade-date basis. The net appreciation (depreciation) in fair value of investment securities consists of the net change in unrealized appreciation (depreciation) in fair value and realized gains (losses) upon the sale of investments. The net change in unrealized appreciation (depreciation) and realized gains (losses) upon sale are determined using the fair values as of the beginning of the year or the purchase price if acquired since that date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Notes Receivable from Participants Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are recorded as distributions based on the terms of the Plan document. No allowance for credit losses has been recorded as of December 31, 2017 or 2016.
Administrative Expenses For 2017, all administrative fees charged by the trustee are paid by the participants and are presented as administrative expenses in the statement of changes in net assets available for benefits. For 2016, the Company paid all administrative expenses of the Plan either with Company funds, or with funds in the Plan forfeiture account (arising from nonvested amounts forfeited by terminated participants), with the exception of certain participant loan fees, overnight delivery fees requested by participants in relation to distribution checks, mutual fund frequent trading fees (charged by the mutual fund companies against sales proceeds), and brokerage commissions and Securities and Exchange Commission fees on TLRD stock transactions, which were paid by the Plan and charged against the individual participants Plan accounts which incurred the expense. Investment management fees are netted against the return earned on each fund in individual participants Plan accounts.
Payment of Benefits Benefits are recorded when distribution checks or wires are issued from the trust used to fund the Plan (the Trust).
3. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative guidance for fair value measurements establishes a three-tier fair value hierarchy, categorizing the inputs used to measure fair value. The hierarchy can be described as follows: Level 1, which refers to securities valued using quoted prices from active markets for identical assets; Level 2, which refers to securities not traded on an active market but for which observable market inputs are readily available; and Level 3, which refers to securities valued based on significant unobservable inputs. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
TAILORED BRANDS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (continued)
The following tables set forth by level within the fair value hierarchy a summary of the Plans investments measured at fair value on a recurring basis at December 31, 2017 and 2016.
Assets measured at fair value as of December 31, 2017:
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Fair Value Measurements |
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Level 1 |
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Total |
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Common stock |
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$ |
14,234,272 |
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$ |
14,234,272 |
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Mutual funds |
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213,920,432 |
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213,920,432 |
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$ |
228,154,704 |
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$ |
228,154,704 |
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Investments measured at net asset value: |
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Common/collective trust funds - Stable Value fund |
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$ |
12,717,348 |
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Total assets at fair value |
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$ |
240,872,052 |
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Assets measured at fair value as of December 31, 2016:
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Fair Value Measurements |
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Level 1 |
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Total |
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Common stock |
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$ |
18,042,728 |
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$ |
18,042,728 |
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Mutual funds |
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185,107,370 |
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185,107,370 |
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Cash and cash equivalent |
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16,472 |
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16,472 |
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$ |
203,166,570 |
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$ |
203,166,570 |
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Investments measured at net asset value: |
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Common/collective trust funds - Stable Value fund |
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$ |
12,729,586 |
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Total assets at fair value |
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$ |
215,896,156 |
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The valuation methods as described in Note 2 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
For the years ended December 31, 2017 and 2016, respectively, there were no transfers in or out of Level 1.
TAILORED BRANDS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (continued)
4. PLAN TERMINATION
Although it has not expressed an intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will be 100% vested in their accounts.
5. FEDERAL INCOME TAX STATUS
Prior to December 1, 2016, the Plan utilized a Volume Submitter Plan Document provided through T. Rowe Price Company. The Internal Revenue Service (IRS) has issued an advisory letter with respect to the acceptability and status of the Volume Submitter Plan Document and the Company may rely on that advisory letter. Effective December 1, 2016 the Plan moved from T. Rowe Price to Empower Retirement and now utilizes a Non-Standardized Plan Document and Adoption Agreement provided through Great-West Trust Company LLC. The advisory letter was issued by the IRS to this Non-Standardized Plan on March 31, 2014 and the Company may rely on this advisory letter. The Plans administrator believes the Plan continues to maintain its tax-exempt status. Therefore, no provision for income taxes has been included in the Plans financial statements.
GAAP requires the Plan administrator to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The respective Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017 and 2016, respectively, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by the IRS. The Plan administrator believes it is generally no longer subject to income tax examinations for years prior to 2014.
6. EXCESS CONTRIBUTIONS REFUNDABLE
The Company has completed discrimination testing for the year ended December 31, 2017. For the Plan year ended December 31, 2017, $17,552 was required to be refunded to satisfy the 2017 Plan year non-discrimination test. A distribution of $17,552 (including realized gain in the amount of $2,152) was paid on April 11, 2018. For the Plan year ended December 31, 2016, $834,866 was required to be refunded to satisfy the 2016 Plan year non-discrimination test. A distribution of $759,815 (including realized gain in the amount of $34,860) was paid before March 15, 2017. An additional realized gain of $75,051 on this amount was also distributed to affected participants on May 19, 2017.
7. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments, including the T. Rowe Price Stable Value Fund, are shares of a common collective investment fund managed by the Trustee. Transactions with the Trustee and the Company, as well as participant loans, qualify as exempt party-in-interest transactions. At December 31, 2017 and December 31, 2016, the fair value of the Tailored Brands stock held by the Plan was $14,234,272 and $18,042,728, respectively.
TAILORED BRANDS 401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016 (continued)
8. SUBSEQUENT EVENTS
In preparing the accompanying financial statements, Plan management has reviewed and evaluated all known events that have occurred after December 31, 2017, and through June 27, 2018, which is the date these financial statements were issued, for inclusion in these financial statements and related notes. There were no subsequent events that would affect the financial statements or require additional disclosure.
******
TAILORED BRANDS 401(k) SAVINGS PLAN
Employer Identification Number: 47-4894752
Plan Number: 001
FORM 5500, SCHEDULE H, PART IV, LINE 4i SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2017
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(c) Description of |
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Investment, Including |
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(b) Identity of Issue, |
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Maturity Date, Rate |
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Borrower, Lessor, or |
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of Interest, Collateral, |
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(e) Current |
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(a) |
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Similar Party |
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Par or Maturity Value |
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(d) Cost |
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Value |
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MUTUAL FUNDS: |
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American Beacon |
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American Beacon Small Cap Value INST |
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(2) |
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$ |
3,918,677 |
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American Funds |
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American Funds EuroPacific Growth R6 |
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(2) |
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6,910,495 |
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Vanguard Morgan |
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Vanguard Morgan Growth Fund - Admiral |
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(2) |
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4,544,815 |
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Vanguard INST |
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Vanguard Institutional Index Fund |
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(2) |
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11,445,992 |
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Vanguard INST |
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Vanguard Small Cap Index, Adm |
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(2) |
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4,112,905 |
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Vanguard INST |
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Vanguard Instl Trgt Retire Inc Instl |
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(2) |
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7,940,328 |
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Vanguard INST |
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Vanguard Instl Trgt Retire 2015 Instl |
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(2) |
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16,139,675 |
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Vanguard INST |
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Vanguard Instl Trgt Retire 2020 Instl |
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(2) |
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27,736,690 |
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Vanguard INST |
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Vanguard Instl Trgt Retire 2025 Instl |
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(2) |
|
34,584,531 |
| ||
|
|
Vanguard INST |
|
Vanguard Instl Trgt Retire 2030 Instl |
|
(2) |
|
26,502,627 |
| ||
|
|
Vanguard INST |
|
Vanguard Instl Trgt Retire 2035 Instl |
|
(2) |
|
21,951,168 |
| ||
|
|
Vanguard INST |
|
Vanguard Instl Trgt Retire 2040 Instl |
|
(2) |
|
14,424,339 |
| ||
|
|
Vanguard INST |
|
Vanguard Instl Trgt Retire 2045 Instl |
|
(2) |
|
9,999,790 |
| ||
|
|
Vanguard INST |
|
Vanguard Instl Trgt Retire 2050 Instl |
|
(2) |
|
5,580,962 |
| ||
|
|
Vanguard INST |
|
Vanguard Instl Trgt Retire 2055 Instl |
|
(2) |
|
2,284,432 |
| ||
|
|
Vanguard INST |
|
Vanguard Instl Trgt Retire 2060 Instl |
|
(2) |
|
456,406 |
| ||
|
|
Dodge & Cox |
|
Dodge & Cox Stock Fund |
|
(2) |
|
7,281,640 |
| ||
|
|
Dodge & Cox |
|
Dodge & Cox Income Fund |
|
(2) |
|
8,104,960 |
| ||
|
|
|
|
|
|
|
|
|
| ||
|
|
Total mutual funds |
|
|
|
|
|
213,920,432 |
| ||
|
|
|
|
|
|
|
|
|
| ||
* |
|
STABLE VALUE FUND |
|
T. Rowe Price Stable Value Fund |
|
(2) |
|
12,717,348 |
| ||
|
|
|
|
|
|
|
|
|
| ||
|
|
OTHER: |
|
|
|
|
|
|
| ||
* |
|
Common stock |
|
Tailored Brands Common Stock |
|
(2) |
|
14,234,272 |
| ||
* |
|
Loans to participants |
|
Loans to Participants (1) |
|
$ |
0 |
|
7,620,166 |
| |
|
|
|
|
|
|
|
|
|
| ||
|
|
TOTAL |
|
|
|
|
|
$ |
248,492,218 |
| |
* Party-in-interest
(1) Loans generally consist of five-year installment notes with interest rates originating at prime + 1%, resulting in interest rates ranging from 3.25% to 10.5% and maturing through October 2032.
(2) Cost information has been omitted because all investments are participant-directed.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Advisory Committee of Tailored Brands 401(k) Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
|
TAILORED BRANDS |
|
401(k) SAVINGS PLAN |
|
|
Date: June 27, 2018 |
|
|
|
|
/s/ Jack P. Calandra |
|
Jack P. Calandra, |
|
Member of the Advisory Committee |
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
Consent of Independent Registered Public Accounting Firm, McConnell & Jones LLP (filed herewith). |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 33-74692 on Form S-8 of our report dated June 27, 2018, appearing in the Annual Report on Form 11-K of the Tailored Brands 401(k) Savings Plan for the year ended December 31, 2017.
/s/ McConnell & Jones LLP |
|
Houston, Texas |
|
June 27, 2018 |
|