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Form 11-K TAILORED BRANDS INC For: Dec 31

June 27, 2018 4:04 PM

Table of Contents

 

 

 

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

 

 

 



Table of Contents

 

TAILORED BRANDS 401(k) SAVINGS PLAN

 

TABLE OF CONTENTS

 

 

Page

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

1

 

 

FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016:

 

 

 

Statements of Net Assets Available for Benefits

2

 

 

Statements of Changes in Net Assets Available for Benefits

3

 

 

Notes to Financial Statements

4

 

 

SUPPLEMENTAL SCHEDULE

11

 

 

Form 5500, Schedule H, Part IV, Line 4i — Schedule of Assets (Held at End of Year) as of December 31, 2017

12

 

 

NOTE:

All other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.

 

 

 

SIGNATURES

13

 

 

EXHIBITS

 

 



Table of Contents

 

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 Plan’s 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 Labor’s 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 Plan’s auditors since 2012.

 

Houston, Texas

June 27, 2018

 

1



Table of Contents

 

TAILORED BRANDS 401(k) SAVINGS PLAN

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

AS OF DECEMBER 31, 2017 AND 2016

 

 

 

2017

 

2016

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Investments, at fair value

 

$

240,872,052

 

$

215,896,156

 

 

 

 

 

 

 

RECEIVABLES

 

 

 

 

 

Notes receivable from participants

 

7,620,166

 

9,749,470

 

Employer match contributions

 

2,712,533

 

126,901

 

Earnings on employer matching contributions

 

 

5,251

 

 

 

 

 

 

 

TOTAL ASSETS

 

251,204,751

 

225,777,778

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Excess contributions refundable

 

17,552

 

834,866

 

TOTAL LIABILITIES

 

17,552

 

834,866

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

251,187,199

 

$

224,942,912

 

 

The accompanying notes are an integral part of these financial statements.

 

2



Table of Contents

 

TAILORED BRANDS 401(k) SAVINGS PLAN

 

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

FOR THE YEARS ENDED DECEMBER 31, 2017 AND 2016

 

 

 

2017

 

2016

 

 

 

 

 

 

 

ADDITIONS:

 

 

 

 

 

Investment income:

 

 

 

 

 

Net appreciation in fair value of investments

 

$

22,831,070

 

$

17,343,695

 

Dividends and other

 

5,911,884

 

4,775,847

 

 

 

 

 

 

 

Total investment income

 

28,742,954

 

22,119,542

 

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employee contributions

 

16,362,131

 

13,500,401

 

Rollover contributions

 

1,350,106

 

1,196,180

 

Employer contributions

 

2,741,401

 

1,177,948

 

 

 

 

 

 

 

Total contributions

 

20,453,638

 

15,874,529

 

 

 

 

 

 

 

Interest income on notes receivable from participants

 

367,531

 

374,838

 

 

 

 

 

 

 

Total additions

 

49,564,123

 

38,368,909

 

 

 

 

 

 

 

DEDUCTIONS:

 

 

 

 

 

Benefits paid to participants

 

22,858,028

 

30,745,278

 

Administrative expenses

 

461,808

 

72,674

 

 

 

 

 

 

 

Total deductions

 

23,319,836

 

30,817,952

 

 

 

 

 

 

 

NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS BEFORE TRANSFER

 

26,244,287

 

7,550,957

 

 

 

 

 

 

 

Transfer of Assets from Jos. A. Bank 401(k) Plan (Note 1)

 

 

39,454,220

 

 

 

 

 

 

 

NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS AFTER TRANSFER

 

26,244,287

 

47,005,177

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS, Beginning of year

 

224,942,912

 

177,937,735

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS, End of year

 

$

251,187,199

 

$

224,942,912

 

 

The accompanying notes are an integral part of these financial statements.

 

3



Table of Contents

 

TAILORED BRANDS 401(K) SAVINGS PLAN

 

NOTES TO FINANCIAL STATEMENTS

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 Men’s 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 Men’s Wearhouse, Inc. (“Men’s Wearhouse”), pursuant to a holding company reorganization (the “Reorganization”).  Upon completion of the Reorganization, each issued and outstanding share of common stock of Men’s 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 Men’s Wearhouse.  As a result, effective as of January 31, 2016, the Men’s 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 Men’s Wearhouse, to that number of shares of Tailored Brands common stock (“TLRD”) equal to the number of shares of Men’s Wearhouse Common Stock held as of January 31, 2016.

 

On June 18, 2014, The Men’s 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”).

 

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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 employee’s 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 employee’s 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 participant’s account is credited with the participant’s contribution, the Company’s 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 participant’s 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 participant’s accounts that may be invested in the Company’s common stock to 20% of their total account value.  For 2017, employee deferral into the Company’s 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.

 

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Table of Contents

 

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 participant’s vested account balance. All loans are fully secured by the balance in the participant’s 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 Plan’s 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 Fund’s constant NAV of $1 per unit.

 

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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.

 

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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 Plan’s 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:

 

 

 

Fair Value Measurements

 

 

 

Level 1

 

Total

 

 

 

 

 

 

 

Common stock

 

$

14,234,272

 

$

14,234,272

 

Mutual funds

 

213,920,432

 

213,920,432

 

 

 

$

228,154,704

 

$

228,154,704

 

 

 

 

 

 

 

Investments measured at net asset value:

 

 

 

 

 

Common/collective trust funds - Stable Value fund

 

 

 

$

12,717,348

 

 

 

 

 

 

 

Total assets at fair value

 

 

 

$

240,872,052

 

 

Assets measured at fair value as of December 31, 2016:

 

 

 

Fair Value Measurements

 

 

 

Level 1

 

Total

 

 

 

 

 

 

 

Common stock

 

$

18,042,728

 

$

18,042,728

 

Mutual funds

 

185,107,370

 

185,107,370

 

Cash and cash equivalent

 

16,472

 

16,472

 

 

 

$

203,166,570

 

$

203,166,570

 

Investments measured at net asset value:

 

 

 

 

 

Common/collective trust funds - Stable Value fund

 

 

 

$

12,729,586

 

 

 

 

 

 

 

Total assets at fair value

 

 

 

$

215,896,156

 

 

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.

 

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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 Plan’s administrator believes the Plan continues to maintain its tax-exempt status.  Therefore, no provision for income taxes has been included in the Plan’s 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.

 

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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.

 

******

 

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SUPPLEMENTAL SCHEDULE

 

11



Table of Contents

 

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

 

 

 

 

 

(c) Description of

 

 

 

 

 

 

 

 

 

Investment, Including

 

 

 

 

 

 

 

(b) Identity of Issue,

 

Maturity Date, Rate

 

 

 

 

 

 

 

Borrower, Lessor, or

 

of Interest, Collateral,

 

 

 

(e) Current

 

(a)

 

Similar Party

 

Par or Maturity Value

 

(d) Cost

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

MUTUAL FUNDS:

 

 

 

 

 

 

 

 

 

American Beacon

 

American Beacon Small Cap Value INST

 

(2)

 

$

3,918,677

 

 

 

American Funds

 

American Funds EuroPacific Growth R6

 

(2)

 

6,910,495

 

 

 

Vanguard Morgan

 

Vanguard Morgan Growth Fund - Admiral

 

(2)

 

4,544,815

 

 

 

Vanguard INST

 

Vanguard Institutional Index Fund

 

(2)

 

11,445,992

 

 

 

Vanguard INST

 

Vanguard Small Cap Index, Adm

 

(2)

 

4,112,905

 

 

 

Vanguard INST

 

Vanguard Instl Trgt Retire Inc Instl

 

(2)

 

7,940,328

 

 

 

Vanguard INST

 

Vanguard Instl Trgt Retire 2015 Instl

 

(2)

 

16,139,675

 

 

 

Vanguard INST

 

Vanguard Instl Trgt Retire 2020 Instl

 

(2)

 

27,736,690

 

 

 

Vanguard INST

 

Vanguard Instl Trgt Retire 2025 Instl

 

(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.

 

12



Table of Contents

 

SIGNATURES

 

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

 

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Table of Contents

 

EXHIBITS

 

Exhibit

 

 

Number

 

Description

 

 

 

23.1

Consent of Independent Registered Public Accounting Firm, McConnell & Jones LLP (filed herewith).

 


EXHIBIT 23.1

 

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

 

 


Categories

SEC Filings