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Executives

Ken Dennard - DRG&E

Neill Davis – EVP & CFO

George Zimmer - CEO

Analysts

Betty Chen - Wedbush Morgan Securities

Richard Jaffe - Stifel Nicolaus

Janet Kloppenburg - JJK Research

Brian Tunick – JP Morgan

David Mann - Johnson Rice & Company

Mark Jones – Berman Capital

Tommy Halloran – Unspecified Company

Men’s Wearhouse, Inc. (MW) Q2 2008 Earnings Call August 27, 2008 5:00 PM ET

Operator

Welcome to the Men’s Wearhouse second quarter 2008 earnings conference call. (Operator Instructions) I would now like to turn the conference over to Ken Dennard of DRG&E.

Ken Dennard

Good afternoon everyone and welcome to Men’s Wearhouse second quarter 2008 earnings call. As you know management will be making a number of forward-looking statements and all such statements are subject to risks and uncertainties that could cause actual results to differ materially from the expectations and assumptions mentioned today due to a variety of factors that affect the company, including the risks specified in the most recently filed Form 10-Q and Form 10-K.

Today’s call is copyrighted material to Men’s Wearhouse and cannot be rebroadcast without our express written consent.

I would now like to turn the call over to Mr. Neill Davis, Executive Vice President and CFO of the Men’s Wearhouse.

Neill Davis

Thanks Ken and good afternoon everyone and thanks for joining us today on this earnings conference call of our second quarter results. Earlier today we reported adjusted diluted earnings per share for the quarter of $0.72 which was inline with the mid point of our $0.70 to $0.74 mid quarter updated guidance range and compares to the prior year quarter of $1.00.

Total company sales performance in the second quarter of $545.3 million declined 4.2% from last year’s second quarter of $569.3 million. Total clothing sales of $386.1 million declined 4% from last year’s second quarter of $402.4 million while tuxedo rental revenues of $127.5 million decreased 5.3% from last year’s second quarter of $134.6 million.

Our initial expectations going into the quarter called for a comparable store sales decline in the mid to high single-digit range for our business at our core group of stores Men’s Wearhouse, which now includes the legacy After Hours stores acquired in the first quarter of last year.

Our actual results, a decline of 7.8% were inline with our expectations albeit at the weaker end of the guidance range due to lower then planned tuxedo rental revenues. Comparable store sales expectations for K&G were initially targeted at a decline in the low teens. Actual results were a decline of 8.9%.

While we continue to be challenged in our men’s category specifically in [nested] suits, we are seeing positive trending in other men’s assortments as well as our ladies categories. The underlying assortment strategy impacting our business positively incorporates a de-emphasis on non-branded price driven product to trend right branded product.

In Canada comparable store sales results declined 2.8%. Our suit business performed well in the quarter offset with underperformance in sportswear. Gross margin before occupancy cost decreased 27 basis points from 60.2% to 59.93%. Decreased in our clothing product margins as a percentage of related sales of 110 basis points were offset by an increase in tuxedo rental gross margins as a percentage of related sales of 302 basis points.

Concerning our retail clothing business our promotional cadence is normally greater in the second quarter versus that of the first and as we highlighted on our last earnings conference call we were planning to accelerate the pace of that cadence in the second quarter specifically at K&G.

Actual margin results for our clothing related business was inline with those plans. The favorable margin variance if our tuxedo rental business relates to an increased level of discontinued rental style write-offs in the second quarter of last year that was driven by our efforts to integrate the acquired platform of After Hours.

Occupancy costs increased as a percentage of total net sales by 154 basis points from 11.99% to 13.53% primarily due to the deleveraging affect of reduced comparable store sales and increased rental rates for renewed leases.

Selling, general and administrative expenses excluding $7.3 million in costs associated with the closing of the Golden Brand manufacturing facility in Canada were essentially flat to the prior year quarter. However as a percentage of total net sales, SG&A increased 144 basis points from 33.69% to 35.13% and again this increase was primarily due to the deleveraging affect of reduced sales.

Weighted average diluted shares outstanding of 51.9 million or 4.6% were 2.5 million shares less then the second quarter of the prior year. We did not repurchase any shares in the quarter and therefore continue to have available approximately 44 million of remaining authorization.

At quarter end our cash reserves were approximately $120 million. Total retail inventories declined year-over-year by 3.3%. On a per store basis, our Men’s Wearhouse stores decreased 1.5%, K&G decreased 15%, Moores expressed in Canadian dollars decreased 16.1% over the prior year.

Per store inventories at our MW Tux stores increased 4.3% due mainly to the transition to more appropriate inventory levels. We have reduced our annual capital expenditure plans for the current fiscal year concerning store upgrades and remodeling particularly at our MW Tux stores. However we have increased our budget for technology enhancements for our distribution, internet and merchandising functions.

The net affect of those changes will take us to the lower end of our initial guidance range of $70 million to $75 million. This updated plan includes the opening of 48 new stores and upgrades involving 85 stores.

That covers the highlights of the quarter that I wanted to highlight on today’s call. Let me now turn your attention to our forward earnings guidance. On an adjusted basis, our EPS guidance we are setting our third quarter outlook to a range of $0.36 to $0.40 compared to the prior year actual levels of $0.69.

Third quarter adjusted earnings per share guidance reflects a comparable store sales decrease in the high single-digit range for Men’s Wearhouse, which includes MW Tux, a mid single-digit decrease at K&G and a low single-digit decrease for our business in Canada operating under the name Moores.

The mid point of the estimate range, $0.38, is below the current consensus street estimate of $0.53. There are three primary drivers to this estimate variance and all are related to gross profit. First, we are taking a more conservative view of our retail clothing business in the United States particularly at our traditional stores Men’s Wearhouse, largely due to the continued weakness in the tailored clothing segment.

We have also adjusted our business in Canada to reflect the translation affects of a stronger US dollar to the Canadian dollar which is resulting in a 6.2% decrease from previous forecast for our Canadian business.

Second, based on trends observed in the first half of the year, we expect to experience a higher rate of sell-through of previously planned merchandise assortments that are marked on sale at our Men’s Wearhouse stores. Let me be clear, this is a mix driven impact and not a reflection of increased markdowns being taken to clear products.

The third item impacting gross profit concerns our tuxedo rental business. The primary driver to our being below initial guidance for the second quarter relates to a lower level of tuxedo rental revenues. It’s from that experience which is expected to continue into the third quarter which will result in a low single-digit decline for the quarter.

We are making positive forward progress albeit at a slower pace then previously planned. Selling, general and administrative expenses for the third quarter are essentially unchanged from previous plans which call for a year-over-year increase of approximately 3% in dollar terms.

We are updated our adjusted EPS outlook for the year to a new range of $1.50 to $1.60. This guidance reflects a comparable store sales decrease in the mid single-digit range for TMW, or Men’s Wearhouse, a high single-digit decrease at K&G, and a low single-digit decrease for Moores.

The implied guidance for the fourth quarter at mid point range of $.025, is being impacted by the same elements as I just reviewed for the third quarter except that we are planning for an accretive impact to our business stemming from our tuxedo business partially offsetting the other areas negatively impacting the results and this is largely due to our beginning to anniversary some of the operational issues and challenges we experienced post acquisition of After Hours in fiscal 2007.

That concludes my prepared remarks for the second quarter and our earnings guidance and I’d now like to turn the call over to George Zimmer, Chairman and CEO.

George Zimmer

Thanks Neill, I’m going to offer you a perspective of the results and guidance that Neill just reviewed before I address some of our thinking for next year and beyond. We started the year with an adjusted annual earnings target of $1.90 to $2.10. We now are seeing the range of $1.50 to $1.60; a 23% reduction in the mid point of those ranges.

There are two main drivers to those estimate reductions; macroeconomic conditions and execution mistakes in the After Hours tuxedo rental integration. We can fix the tuxedo rental problems but not the economy.

While we take a conservative posture when we forecast and clearly we do not always get it right, we don’t get overly conservative in order to “beat the street.” We are managing the business for the long-term yet doing so with the pace of short-term trending remaining top of mind as well.

This was the case during the economic downturn in the early 2000 and applies to today’s environment as Neill touched on in his commentary. Last year we acquired the operations of After Hours formal wear, the market share leader in tux rentals to the wedding industry, operating over 500 stores throughout the United States.

As has been mentioned we’ve had challenges integrating those operations which have impacted our short-term results. The results we posted in this past quarter however are an indicator to me that we are making progress moving through those challenges. That belief is supported by the significant improvement in the sequential rate of quarterly year-over-year change in rental revenues.

In the first quarter that business was down 18.6% and in the second quarter the rate of decline dropped to 5.3%. Our expectations call for a low single-digit decline in the third quarter to be followed by an increase in the fourth quarter. Process changes both within our stores and without have been and are necessary to enable us to realize this improving trend.

We are dealing with these tactical issues. These issues involve the capture, accumulation, and methodologies utilized for the conversion of customer leads. The rebranding of the After Hours formal wear stores to MW Tux and lastly our transition to a global merchandise assortment strategy.

We firmly believe that the industry fundamentals in the rental business remain in tact as is clearly evident with the results we’re achieving at our core Men’s Wearhouse stores. We will begin to anniversary these integration issues later in the current quarter and lap those issues mid first quarter of fiscal 2009.

While the exact magnitude of those issues is difficult to quantify we would offer you an estimate of the negative drag on current year performance in the range of $0.25 to $0.27 of dilute earnings per share which is primarily volume related.

The acquisition of After Hours was and continues to be of significant strategic importance. We now have over 1,000 storefronts across the United States that command the number one market share of this need-based category tuxedo rentals. The consumer driving that share position is demographically defined as Generation Y, sometimes referred to as millennials, age roughly 18 to 30 years old, or born after 1980.

This group of individuals represents more then 70 million consumers, only slightly smaller then the baby boomers. The millennials are more interested in shopping and more interested in brands then are the boomers, while the older men have more of an inclination for bargain shopping.

This younger group in 2007 excluding the After Hours acquisition comprised 16% of Men’s Wearhouse customers, up from 8% five years ago. Our baby boomer customer represents approximately one-half of all our customers and that number is stable, not declining.

What we see is the significant opportunity to further develop our penetration with our younger customer group that would be additive to our core business; the baby boomers. The most exciting aspect of this in our opinion is that we have an installed base of storefronts and an online presence along with an infrastructure from which any incremental sale to the 3 million tux rental customers yearly should have a leveraging affect on our capital returns.

Later this fall we’ll be testing a number of initiatives to further capitalize on the opportunities the millennials who visit our store present. Included among those are new incentives to encourage rental to retail transactions, along with a significant expansion of our Generation Y targeted sportswear assortments including a branded denim based collection.

This year will represent an important milestone for the Men’s Wearhouse group of companies and its employees. That milestone is being in business for 35 years generating 66 consecutive profitable quarters since going public in the early 90s. While I recognize that that is nothing more then history and that history is no guarantee of future success, its important for you our current and potential shareholders to understand that it is precisely from those historical experiences that we are confident in our future and its success.

While there clearly are many challenges ahead of us we are well positioned financially to capitalize on the opportunity particularly with the competitive advantage of an installed base of business to build on rather than a green field initiative.

We’ll now open the call to questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Betty Chen - Wedbush Morgan Securities

Betty Chen - Wedbush Morgan Securities

I was wondering if you can speak a little more about Q3 and also the implied Q4 guidance, it had appeared that from the second quarter the core tailor business at TMW and even K&G, were stabilizing so I was curious to hear why we’re assuming a more conservative viewpoint for those two divisions in the back half and then I know you’ve also said that for Canada we should assume some modest declines because of the currency strengthening for the US dollar, how should we think about that for next year as well?

Neill Davis

As it relates to the third quarter and fourth quarter guidance and my comments concerning a more conservative posture with our clothing business, its not a reflection of any deepening trend that we’ve seen develop its just that there’s a belief that with the economic backdrop that exists and its just taking a more conservative posture, its not significant but its just slightly more conservative.

I will tell you that a fair amount of the earnings guidance or the difference referred to earlier, those three points, a third of it relates to the currency. We have before going into the second half of the year, been considering a currency on parody that is Canadian dollar to the US dollar, and we have taken that down 6%. That can have close to a $0.03 to $0.04 impact on the bottom line on an annualized basis.

And what we’ll do is update our perspective and where we are at the end of this year and we’ll extrapolate that on a go forward basis and of course we’d take guidance and advice from our financial banks that we do business with as to what forward rates look like and what’s developing. So it’s essentially updated on a quarter by quarter basis.

That’s what I would offer to you in terms of the guidance.

Operator

Your next question comes from the line of Richard Jaffe - Stifel Nicolaus

Richard Jaffe - Stifel Nicolaus

It obviously tough out there and you’re playing decent defense but looking at a couple of opportunities, the sourcing opportunity that we’ve talked about for awhile where you’re going further offshore and shifting the mix to be more globally sources in the tailored clothing category, and with tuxedos, does that opportunity still exist? Is there still some initial margin opportunity or is the sourcing opportunity nearly maximized both for tuxedos and for suits?

George Zimmer

I think the way you have to think about that is that we make a choice. Its not that the opportunity maxes out but we choose to have a mix of designer and branded goods along with our private label and so that mix is what really determines the margin and so I wouldn’t say we’re maxing out on our margin opportunity, but we’re making a choice to level off our margin. And yes, we are playing defense for the most part, but as I sort of hinted at in my remarks, we’re working on some strategic initiatives that we’re not prepared to talk about now.

Operator

Your next question comes from the line of Janet Kloppenburg - JJK Research

Janet Kloppenburg - JJK Research

I want to make sure that I have the numbers right on the tuxedo business, maybe it was down 5% in the second quarter and its going to be down low singles in the third and up in the fourth, if you would just confirm that. And also if you could talk a little about the core business, are you insinuating that you’re going to be getting, you may be becoming more promotional on that business and are you comfortable with inventory levels down only 1.5% in that business when you’re looking for comps to be down high single-digits in the go forward period? And then if you could talk a little about K&G and I think there’s some new branding strategies going on there? Could you elaborate on that?

Neill Davis

As to the cadence of the rate of change in our tuxedo business you did hear us correctly, second quarter was down 5.3%, low single-digit declines expectation for the third quarter and turning to a positive increase in the fourth quarter. As it relates to are we taking a more promotional posture, no. The margin compression that we anticipate we may experience is just simply the fact that the customer comes in the store and when they buy they seem to be buying more heavily of the items we have already marked down. This is not something that is new and incremental.

As it relates to our inventory position, yes, the second quarter end we were only down 1.3%, however we have adjusted our buy plans some time ago to put us in a position by the end of the is year to be down on a per store basis of roughly 5% which we believe is very much in line with our same store sales or comp sales expectations.

George Zimmer

Let me just put another, some other language on the question of are we getting more promotional, it’s a relative question of course. I would say that we are getting marginally more promotional for the obvious reason that we’re in a competitive environment so we are not as naked as we were last year heading into Christmas in terms of promotion. And the other thing about K&G is although this happened subsequent to the quarter end, we have hired an advertising agency to assist us in our marketing and branding efforts based in New York and we’re all real excited about that.

Operator

Your next question comes from the line of Brian Tunick – JP Morgan

Brian Tunick – JP Morgan

Can you give us a little more color on the metrics behind the comp decline at core TMW, just an idea of its transactions or if it’s the average ticket size, I’m asking because we’re hearing through the channel that shirts and ties are still doing okay out there from a replenishment side, so I’m wondering what’s happening from a TMW comp and then on the After Hours lead side, do you think the business is going to your own MW stores or is it going to competitors out there?

Neill Davis

Relative to the composition and character of our same store sales rates of change, it continued to be led by traffic however I will tell you that our average ticket is also, has been under pressure for this year. But within average ticket it relates primarily to units per transaction. It’s just reflective of our customer becoming slightly more conservative in their buying when they do come into the store. Instead of multiple items, multiple shirts, multiple ties, they’re narrowing it down so they’re being a little more conservative and that’s being manifested in terms of the lower units sold per transaction.

However it continues to be predominantly a traffic issue. As it relates to the questions concerning leads, are we getting business shifting from MW Tux to the Men’s Wearhouse, absolutely. We have a unique opportunity right now in terms of offering our customers a choice when we do begin to make calls from our centralized call center in Houston on those leads across 1,000 touch points in this country as opposed to previous choices; 500.

So there have been shifts out of that channel or out of that store base into the Men’s Wearhouse.

Operator

Your next question comes from the line of David Mann - Johnson Rice & Company

David Mann - Johnson Rice & Company

In terms of the second quarter semi annual sale, can you just review the performance, some of the tactics you took, anything you gleaned from that, that you might implement for the fourth quarter?

George Zimmer

The performance was excellent at K&G and Moores and mediocre at Men’s Wearhouse. We made a mistake in our Men’s Wearhouse television and used an announcer’s voice instead of mine. Won’t happen again.

Operator

Your next question comes from the line of Mark Jones – Berman Capital

Mark Jones – Berman Capital

I like to just go back to the rental services, the sales are down 5.3% but you say that you are expecting to move back up towards the end of the year, but the actual rental product is up about 18%, is that expected or what’s the reason for [inaudible] that up so much?

George Zimmer

The reason would be that we think that we have an opportunity as the market leader to carry extra inventory and establish our reputation as the smart place to rent a tuxedo. So if in the first year or two post acquisition we need a little extra inventory our decision has been let’s carry it.

Operator

Your next question comes from the line of Tommy Halloran – Unspecified Company

Tommy Halloran – Unspecified Company

Could you give us a little more detail on your capital spending plans going forward and what portion of that you feel is absolutely mandatory to maintain your competitive position?

Neill Davis

Components of the $70 million-ish range that we have for this year, about two-thirds of it is store related and the balance is technology and distribution center related. As to your question concerning maintenance capital spending, I would offer to you an estimate of somewhere in the $25 million to $35 million range that needs to be spent on an ongoing basis either to continue to upgrade our stores, maintain a fresh brand and perspective for our customers as also in terms of upgrading and enhancing and changing our technology platform and distribution centers as necessary.

Operator

Your next question is a follow-up from the line of Richard Jaffe - Stifel Nicolaus

Richard Jaffe - Stifel Nicolaus

The millennial customer is obviously attractive given your tuxedo rental business and the chance to leverage that could you go into more detail on how you hope to convert that tuxedo rental customer into a Men’s Wearhouse clothing customer? Its something that’s been talked about before and wondering if you’d care to share some of the initiatives there and then also any shift in the mix to make the stores more attractive to that younger customer?

George Zimmer

Well they go hand in hand and I was at Magic earlier in the week for that express purpose, not just the merchandise but the merchandising and presentation for that millennial customer. So I’d rather not get into the specifics of what we’re putting together now other then to say it will relate on a test basis to Men’s Wearhouse stores as well as MW Tux stores and it is our intention to create this concept throughout 1,000 stores once we figure out exactly how to do it.

Operator

Your next question is a follow-up from the line of Janet Kloppenburg - JJK Research

Janet Kloppenburg - JJK Research

I was wondering about your visibility on the tuxedo rentals, that the guidance you had given, a slight decline in Q3 and a positive in Q4, how confident are you in those figures given the commitments you now have in hand and also if we should expect some deterioration to continue in Canada given the currency change. I think you’re looking for comps there to be down only low single-digit so it looks like you’re assuming that the business stabilizes and then if you could comment about some of your competitors and if they’re becoming more promotional given the macroeconomic situation we’re now in?

Neill Davis

To the first question concerning tuxedo rental business on a go forward basis, yes, we are confident that the levels I’ve outlined are achievable.

Janet Kloppenburg - JJK Research

Could you talk a bit about Canada and the currency discrepancy now going on and if the minus low single-digit comp guidance you gave for the third quarter incorporates the change in the dollar and then on the promotions.

Neill Davis

The same store sales forecast is on a Canadian dollar basis so it’s not being impacted by the currency. It’s the translation to US dollars that’s impacting our numbers. It’s only a translation affect, it’s not a cash flow affect. But I will tell you the low single-digit range, negative, we’re anticipating is predicated on the fact that they have some easier comp compares in the last half of last year and therefore why we’re taking the posture we are with those rates of change.

George Zimmer

In terms of the competition, of course we only hear through the grapevine but Macy’s overall business is not good and I think their men’s business is worse then their overall business. We know that there’s at least one large specialty store chain that is having trouble and it doesn’t surprise us because whenever we go through these economic downturns there is a shake out in consolidation that occurs and although we didn’t discuss that, I wouldn’t be surprised to see that in 2009 and 2010.

Operator

Your next question is a follow-up from the line of David Mann - Johnson Rice & Company

David Mann - Johnson Rice & Company

On your SG&A guidance you’re expecting it to go up in the low single-digits yet it was flattish in Q2 and I think Q2 you beat your original guidance, why would you expect it to pick up in Q3 year-over-year?

Neill Davis

Because the prior year quarter had a very large business interruption insurance claim settlement that emanates from previous years’ hurricane activity along the coast. I believe the numbers that were involved approximate about $3 million on a pre-tax basis. Though I don’t have that comparison, that comparison is going against me so that’s why it’s looking like its increasing year-over-year in the quarter. Our goal is to maintain flat to down spending the best we can in this environment.

Operator

Your next question is a follow-up from the line of Betty Chen - Wedbush Morgan Securities

Betty Chen - Wedbush Morgan Securities

Could you give us a little bit more information about the rental to retail conversion, I think in the past it had been increasing nicely, I was wondering if we could get the latest number and then I know in the past we’ve talked about some regional variances with California particularly being difficult I believe, could you give us an update on that front and then how should we think about the marketing spend in the back half especially given the focus on the millennials and going after the younger demographic whether that spend as a percent of sales or maybe the different media mix that we should be looking for?

George Zimmer

The marketing spend tracks our sales, its reasonable to expect that it will go down in dollars slightly over the second half of the year and the mix is relatively stable. We’re continuing to be more and more excited with internet advertising which comes out of other electronic advertising. At the regional level I don’t know that there’s any change from earlier comments about California and Florida and Arizona being problems.

I haven’t really looked at that. And on the R to R, it runs around 13% and that really is why we are making a whole new strategy to go after the millennials because we think that that number can be as high as 1005 if we get it right. So we’re looking to change the product assortments not just the way we present it.

Neill Davis

Concerning the regional question, those areas that George mentioned continue to be stressed and challenged and we have not seen any changes in the second quarter from recent trending.

Operator

Your final question is a follow-up from the line of Brian Tunick – JP Morgan

Brian Tunick – JP Morgan

If the current trend continues, this negative mid to high single-digit comp and would love to hear your thoughts on where you think we are in the cycle, are there any other SG&A or any other variable things that you can cut from here as we go into 2009 or should we expect, if we’re expecting earnings improvement it should really come from either K&G or you getting back this $0.25 to $0.27 from the tuxedo dilution this year?

Neill Davis

There clearly are a number of opportunities in our overall cost structure that we’re actively dialoguing and considering and we do expect there to be opportunities in 2009 and we’re not looking solely to some improvements from people like K&G and some of the other divisions. Yes, there are opportunities that will manifest in 2009 and we’ll see improvements in our tuxedo rental business that’ll turn that can help us, continue to weather a perpetuation of a weak macro environment.

George Zimmer

You’re guess is as good as mine. None of us know where in the cycle the economy is. But just to be honest, it doesn’t feel good to me. I don’t know what that means but I think there’s a lot of concern, political uncertainty, military uncertainty, things are not getting better out there.

Operator

There are no further questions at this time; I’d like to turn it back to management for any closing remarks.

George Zimmer

I’d just like to invite everybody who’s interested your companies that is, to participate with the Men’s Wearhouse in our national suit drive. We collect slightly used clothing and through 165 non profit charities around the country get it to men that are trying to re enter the workforce. So anybody who’s company is interested please call me directly.

Neill Davis

Thanks everyone, we’ll talk to you next quarter.

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