It could be a while before Jos. A. Bank Clothiers Inc. formally responds to the takeover offer from its rival Men's Wearhouse Inc., as executives focus on the key holiday retail selling season and other potential acquisitions.
The board of the Hampstead-based retailer is reviewing Men's Wearhouse's $1.2 billion offer, Jos. Bank CEO R. Neal Black told analysts Thursday during a conference call after the release of its third quarter earnings.
"Work is underway, but I cannot give you a timeline of when that work will be completed enough to give a thoughtful response," he said.
The board will act "expeditiously to deliver value for shareholders," he explained, "but not at the expense of distracting our management team" during the crucial December holiday selling period.
The bid by Men's Wearhouse came Nov. 26, nearly two weeks after Jos. A. Bank withdrew its earlier $2.3 billion offer to buy its rival. Men's Wearhouse rejected that offer as inadequate.
A merger of the nation's two biggest specialty men's apparel chains would create a $3.5 billion retailer with more than 1,700 stores that some analysts said would better compete with department stores.
"They now agree a combination of our companies makes sense," Black said, noting that Men's Wearhouse had failed to respond to Bank even after the company offered to possibly sweeten its bid.
Men's Wearhouse could not be reached for comment Thursday. Men's Wearhouse may be close to a deal to sell its off-price chain K&G to Sycamore Partners LLC, a New York private equity firm, Reuters reported this week. K&G accounts for about 15 percent of Men's Wearhouse's revenue.
During the Jos. Bank conference call, Black reiterated that the retailer continues to look for acquisitions, saying "there are several potential acquisition candidates we are evaluating that might meet our criteria."
Shares in Jos. Bank fell 43 cents in Nasdaq, trading to close at $56.46 each.
On Thursday, Jos. Bank announced that its third-quarter profit rose 2 percent, meeting Wall Street's expectations, as customers began responding to a less promotional strategy.
The retailer said it earned $13.6 million, or 49 cents per share, in the three months that ended Nov. 2, up from $13.3 million, or 47 cents per share a year ago.
Excluding the $1.2 million cost of legal and professional services related to its now withdrawn bid for Men's Wearhouse, Jos. Bank's earnings would have risen to 51 cents per share, a 9 percent jump, it said. That hit the top end of a range announced by the company last month.
Sales climbed 6.3 percent to $247.5 million from $232.9 million, the company said. While sales at stores open at least one year slipped 0.1 percent, such comparable store sales combined with Internet sales rose 2.4 percent.
The chain's performance "is a strong indication that we are taking the right actions to improve both our top and bottom lines," Black said in the earnings announcement. "In particular, the customer is responding well to the changes we are making in the promotional side of our business and our nonpromotional business continues to grow strongly."
The retailer had strong suit sales during the quarter, with an increase in the number sold, while sales of sportswear were flat and sales of other clothing, such as shirts, decreased, Black said during the call. Suit sales were driven by the popularity of Bank's slim-fit style and its big-and-tall sizes. Black said the stores have priced suits more aggressively than items such as dress shirts.
Though total sales and comparable store sales have been up so far in November, "we recognize that the pivotal month of December is still ahead of us," he said.
Even as it examines the Men's Wearhouse offer, Jos. Bank continues to explore making a separate acquisition, looking for a strategic fit with its men's retail business, so it can leverage its core competencies and achieve synergies that will drive long-term value, he said.
In response to a question about the likelihood of acquiring a company outside of men's retailing, Black said any acquisition would have to fit the key criteria.
"When you look outside the men's apparel business and look at what we've done in our term at Jos. Bank, we have core competency in real estate, store development, gross margins, site development, marketing ... and all of this can be applied to companies outside the men's apparel space," he said.Copyright © 2015, The Baltimore Sun