-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HvY5v/NaXaeSWoz8tVXX6tinIqjw80Gp+L/mP64rPp5z/UsIoccdoqIqPIVx2OZn Nv9KdSMXdSzWB/m0p3aPSQ== /in/edgar/work/0000950110-00-001087/0000950110-00-001087.txt : 20001009 0000950110-00-001087.hdr.sgml : 20001009 ACCESSION NUMBER: 0000950110-00-001087 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000826 FILED AS OF DATE: 20001006 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMS CORP CENTRAL INDEX KEY: 0000724742 STANDARD INDUSTRIAL CLASSIFICATION: [5651 ] IRS NUMBER: 222465228 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0301 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08546 FILM NUMBER: 736022 BUSINESS ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2019029600 MAIL ADDRESS: STREET 1: SYMS WAY CITY: SECAUCUS STATE: NJ ZIP: 07094 10-Q 1 0001.txt FORM 10-Q ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended AUGUST 26, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from _____________ to _____________ COMMISSION FILE NUMBER 1-8546 SYMS CORP ------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) NEW JERSEY 22-2465228 ------------------------------- ------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) SYMS WAY, SECAUCUS, NEW JERSEY 07094 ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (201) 902-9600 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) NOT APPLICABLE ---------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- At October 2, 2000 the latest practicable date, there were 15,959,790 shares outstanding of Common Stock, par value $0.05 per share. ================================================================================ --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- INDEX PAGE NO. -------- PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Condensed Consolidated Balance Sheets as of August 26, 2000, February 26, 2000 and August 28, 1999 1 Condensed Consolidated Statements of Operations for the 13 Weeks and 26 Weeks Ended August 26, 2000 and August 28, 1999 2 Condensed Consolidated Statements of Cash Flows for the 26 Weeks Ended August 26, 2000 and August 28, 1999 3 Notes to Condensed Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 Item 3. Quantitative and Qualitative Disclosure about Market Risk n/a PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes In Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K 8 SIGNATURES 9 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS - -------------------------------------------------------------------------------- (IN THOUSANDS)
August 26, February 26, August 28, 2000 2000 1999 ------------ ------------ ------------ (Unaudited) (NOTE) (Unaudited) ASSETS Current Assets Cash and cash equivalents $ 3,818 $ 9,682 $ 3,042 Merchandise inventories 139,042 116,357 144,043 Deferred income taxes 3,300 3,221 3,655 Prepaid expenses and other current assets 3,129 3,002 2,275 --------- --------- --------- TOTAL CURRENT ASSETS 149,289 132,262 153,015 PROPERTY AND EQUIPMENT - Net of accumulated 158,864 162,447 161,322 depreciation and amortization DEFERRED INCOME TAXES 1,566 916 138 OTHER ASSETS 5,631 4,689 5,934 --------- --------- --------- TOTAL ASSETS $ 315,350 $ 300,314 $ 320,409 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Short Term Borrowings $ 5,125 $ -- $ 4,900 Accounts payable 42,933 27,374 49,110 Accrued expenses & taxes 7,411 7,500 7,130 Accrued insurance 2,392 2,774 1,989 Obligations to customers 2,579 2,733 2,656 Income taxes payable 1,584 4,069 812 Current portion of obligations under capital lease -- -- 146 --------- --------- --------- TOTAL CURRENT LIABILITIES 62,024 44,450 66,743 --------- --------- --------- OTHER LONG TERM LIABILITIES 2,730 2,436 2,107 --------- --------- --------- SHAREHOLDERS' EQUITY Preferred stock, par value $100 per share. Authorized 1,000 shares; none outstanding -- -- -- Common stock, par value $0.05 per share. Authorized 30,000 shares; 15,960 shares outstanding (net of 1,928 in treasury shares) on August 26, 2000 and February 26, 2000, and 16,463 shares outstanding (net of 1,424 treasury shares) on August 28, 1999 798 798 823 Additional paid-in capital 13,752 13,752 13,752 Treasury Stock (17,671) (17,671) (14,650) Retained earnings 253,717 256,549 251,634 --------- --------- --------- TOTAL SHAREHOLDERS' EQUITY 250,596 253,428 251,559 --------- --------- --------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 315,350 $ 300,314 $ 320,409 ========= ========= =========
NOTE: The balance sheet at February 26, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. See notes to condensed consolidated financial statements 1 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - -------------------------------------------------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
13 WEEKS ENDED 26 WEEKS ENDED -------------------------- -------------------------- AUGUST 26, AUGUST 28, AUGUST 26, AUGUST 28, 2000 1999 2000 1999 ----------- ----------- ----------- ----------- (Unaudited) (Unaudited) Net sales $ 74,621 $ 72,794 $ 155,813 $ 152,565 Cost of goods sold 47,896 48,868 97,771 96,793 --------- --------- --------- --------- Gross profit 26,725 23,926 58,042 55,772 Expenses: Selling, general and administrative 21,536 19,886 41,633 39,707 Advertising 1,466 2,006 4,496 5,626 Occupancy 5,782 5,305 11,047 9,976 Depreciation and amortization 2,881 2,518 5,750 4,906 --------- --------- --------- --------- Income from operations (4,940) (5,789) (4,884) (4,443) Interest income (61) (10) (241) (31) --------- --------- --------- --------- Income before income taxes (4,879) (5,779) (4,643) (4,412) Provision for income taxes (1,903) (2,254) (1,811) (1,721) --------- --------- --------- --------- Net loss $ (2,976) $ (3,525) $ (2,832) $ (2,691) ========= ========= ========= ========= Net loss per share-basic $ (0.19) $ (0.21) $ (0.18) $ (0.16) ========= ========= ========= ========= Weighted average shares outstanding-basic 15,960 16,463 15,960 16,593 ========= ========= ========= ========= Net loss per share-diluted $ (0.19) $ (0.21) $ (0.18) $ (0.16) ========= ========= ========= ========= Weighted average shares outstanding-diluted 15,960 16,463 15,960 16,593 ========= ========= ========= =========
See notes to condensed consolidated financial statements 2 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - -------------------------------------------------------------------------------- (IN THOUSANDS)
26 Weeks Ended ----------------------- August 26, August 28, 2000 1999 ---------- ---------- Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (2,832) $ (2,691) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 5,750 4,906 Deferred income taxes (729) (759) Gain on sale of property and equipment (336) (147) Loss of disposal of assets -- 16 (Increase) decrease in operating assets: Merchandise inventories (22,685) (14,605) Prepaid expenses and other current assets (127) 1,478 Other assets (965) (595) Increase (decrease) in operating liabilities: Accounts payable 15,559 29,842 Accrued expenses & insurance (471) (1,150) Obligations to customers (154) (795) Other long term liabilities 294 540 Income taxes (2,485) (1,418) -------- -------- Net cash (used in) provided by operating activities (9,181) 14,622 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Expenditures for property and equipment (2,189) (12,420) Proceeds from sale of property and equipment 381 147 -------- -------- Net cash (used in) investing activities (1,808) (12,273) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Revolving line of credit (repayments) borrowings - net 5,125 2,550 Repayments of obligations under capital lease -- (273) Stock repurchase -- (4,510) -------- -------- Net cash provided by (used in) financing activities 5,125 (2,233) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (5,864) 116 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,682 2,926 -------- -------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,818 $ 3,042 ======== ======== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid during the period for: Interest (net of amount capitalized) $ 36 $ 79 ======== ======== Income taxes paid (refunds received) $ 1,404 $ 464 ======== ========
See notes to condensed consolidated financial statements 3 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 13 AND 26 WEEKS ENDED AUGUST 26, 2000 AND AUGUST 28, 1999 - -------------------------------------------------------------------------------- (UNAUDITED) NOTE 1 - THE COMPANY Syms Corp (the "Company") operates a chain of 48 "off-price" retail stores located throughout the Northeastern and Middle Atlantic regions and in the Midwest, Southeast and Southwest. Each Syms store offers a broad range of first quality, in season merchandise bearing nationally recognized designer or brand-name labels for men, women and children. NOTE 2 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the 13 and 26 week periods ended August 26, 2000 are not necessarily indicative of the results that may be expected for the entire fiscal year ending March 3, 2001. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended February 26, 2000. NOTE 3 - ACCOUNTING PERIOD The Company's fiscal year ends the Saturday nearest to the end of February. The fiscal year ending March 3, 2001 will be comprised of 53 weeks. The fiscal year ended February 26, 2000 was comprised of 52 weeks. NOTE 4 - MERCHANDISE INVENTORIES Merchandise inventories are stated at the lower of cost (first in, first out) or market, as determined by the retail inventory method. NOTE 5 - BANK CREDIT FACILITIES The Company has an unsecured revolving credit agreement with a bank for a line of credit not to exceed $30,000,000 through May 4, 2001. Interest on individual advances is payable quarterly at 1-1/2% per annum below the bank's base rate, except that at the time of advance, the Company has the option to select an interest rate based upon one of two other alternative calculations, with such rate to be fixed for a period not to exceed 90 days. The average daily unused portion is subject to a commitment fee of 3/8 of 1% per annum. As of August 26, 2000, the outstanding borrowings amounted to $5,125,000 compared to $4,900,000 at August 28, 1999. At February 26, 2000, there were no outstanding borrowings under this agreement. The agreement contains financial covenants, with respect to consolidated tangible net worth, as defined, working capital and maximum capital expenditures, including dividends, as well as other financial ratios. In addition, the Company has a separate $20,000,000 credit facility with another bank available for the issuance of letters of credit for the purchase of merchandise and short-term borrowings. This agreement may be canceled at any time by either party. At August 26, 2000, February 26, 2000 and August 28, 1999 the Company had $ 5,847,000, $3,265,000 and $5,063,000, respectively, in outstanding letters of credit. 4 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- NOTE 6 - NET INCOME PER SHARE In accordance with SFAS 128, basic net income per share has been computed based upon the weighted average common shares outstanding. Diluted net income per share gives effect to outstanding stock options. Net income per share has been computed as follows:
13 WEEKS ENDED 26 WEEKS ENDED -------------------------------- --------------------------------- AUGUST 26, 2000 AUGUST 28, 1999 AUGUST 26, 2000 AUGUST 28, 1999 --------------- --------------- --------------- --------------- BASIC NET LOSS PER SHARE: Net Loss ................... $ (2,976) $ (3,525) $ (2,832) $ (2,691) Average shares outstanding . 15,960 16,463 15,960 16,593 Basic net loss per share ... $ (0.19) $ (0.21) $ (0.18) $ (0.16) DILUTED NET LOSS PER SHARE: Net Loss ................... $ (2,976) $ (3,525) $ (2,832) $ (2,691) Average shares outstanding . 15,960 16,463 15,960 16,593 Stock options .............. -(a) -(a) -(a) -(a) Total average equivalent shares ................... 15,960 16,463 15,960 16,593 Diluted net loss per share . $ (0.19) $ (0.21) $ (0.18) $ (0.16)
In periods with losses, options were excluded from the computation of diluted net income per share because the effect would be anti-dilutive. Options to purchase 1,136,200 and 461,700 shares of common stock at prices ranging from $ 5.63 to $12.00 per share were outstanding as of August 26, 2000 and August 28, 1999, respectively, but were not included in the computation of diluted net income per share because the exercise price of the options exceed the average market price and would have been antidilutive. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS The Quarterly Report includes forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and information relating to the Company that are based on the beliefs of the management of the Company as well as assumptions made by and information currently available to the management of the Company. When used in this Quarterly Report, the words "anticipate," "believe," "estimate," "expect," "intend," "plan," and similar expressions, as they relate to the Company or the management of the Company, identify forward-looking statements. Such statements reflect the current views of the Company with respect to future events, the outcome of which is subject to certain risks, including among others general economic and market conditions, decreased consumer demand for the Company's products, possible disruptions in the Company's computer or telephone systems, possible work stoppages, or increases in labor costs, effects of competition, possible disruptions or delays in the opening of new stores or inability to obtain suitable sites for new stores, higher than anticipated store closings or relocation costs, higher interest rates, unanticipated increases in merchandise or occupancy costs and other factors which may be outside the Company's control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described 5 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- therein as anticipated, believed, estimated, expected, intended or planned. Subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements in this paragraph. RESULTS OF OPERATIONS 13 and 26 Weeks Ended August 26, 2000 Compared to 13 and 26 Weeks Ended August 28, 1999 Net sales of $74,621,000 for the 13 weeks ended August 26, 2000 increased $1,827,000 (2.5%) as compared to net sales of $72,794,000 for the 13 weeks ended August 28, 1999. For the 26 weeks ended August 26, 2000 net sales increased $3,248,000 (2.1%) to $155,813,000 as compared to net sales of $152,565,000 for the 26 weeks ended August 28, 1999. Comparable store sales decreased 0.1% for the 13 weeks and 1.1% for the 26 weeks ended August 26, 2000 versus the comparable periods a year ago. The sales increases in the 13 and 26 week periods are largely attributable to the opening of the Towson and Chicago stores. Gross profit for the 13 weeks ended August 26, 2000 was $26,725,000 (35.8% as a percentage of net sales), an increase of $2,799,000 as compared to $23,926,000 (32.9% as a percentage of net sales) for the fiscal period ended August 28, 1999. The increase in gross profit for the 13 weeks ended August 26, 2000 resulted principally from lower markdowns taken. An unusually high amount of markdowns were taken in the second quarter ended August 28, 1999 in an effort to clean out aged merchandise. Gross profit for the 26 weeks ended August 26, 2000 was $58,042,000, an increase of $2,270,000 (4.1%) as compared to $55,772,000 for the 26 weeks ended August 28, 1999. This increase resulted mainly from higher net sales and lower markdowns for the 26 week period ended August 26, 2000. Selling, general and administrative expense increased $1,650,000 to $21,536,000 (28.9% as a percentage of net sales) for the 13 weeks ended August 26, 2000 as compared to $19,886,000 (27.3% as a percentage of net sales) for the 13 weeks ended August 28, 1999. Selling, general and administrative expense increased $1,926,000 to $41,633,000 (26.7% as a percentage of total net sales) for the 26 weeks ended August 26, 2000 as compared to $39,707,000 (26.0% as a percentage of total net sales) for the 26 weeks ended August 28, 1999. The increase in both the 13 week and 26 week periods results primarily from the addition of three new stores (Lawrenceville, New Jersey (opened April 29, 1999); Chicago, Illinois (opened August 26, 1999) and Towson, Maryland (opened September 16, 1999)). Advertising expense for the 13 weeks ended August 26, 2000 decreased to $1,466,000 (2.0% as a percentage of net sales) as compared to $2,006,000 (2.7% as a percentage of net sales) in the 13 weeks ended August 28, 1999. Advertising expense for the 26 weeks ended August 26, 2000 decreased to $4,496,000 (2.9% as a percent of total net sales) as compared to $5,626,000 (3.7% as a percent of total net sales) in the 26 weeks ended August 28, 1999. Advertising expenses in the 13 and 26 week periods were lower than last year as a result of a reduction in the radio and TV advertising. Occupancy costs were $5,782,000 (7.7% as a percentage of net sales) for the 13 week period ended August 26, 2000, compared to $5,305,000 (7.3% as a percentage of net sales) for the period ended August 28, 1999. Occupancy costs were $11,047,000 (7.1% as a percentage of total net sales) for the 26 weeks ended August 26, 2000, compared to $9,976,000 (6.5% as a percentage of total net sales) for the 26 weeks ended August 28, 1999. The occupancy expenses of the three new stores, which amounted to approximately $1,173,000, accounts for most of this increase. Depreciation and amortization amounted to $2,881,000 (3.9% as a percentage of net sales), an increase of $363,000 as compared to $2,518,000 (3.5% as a percentage of net total sales) for the 13 weeks ended August 28, 1999. Depreciation and amortization for the 26 weeks ended August 26, 2000 amounted to $5,750,000 (3.7% as a percentage of total net sales) as compared to $4,906,000 (3.2% as a percentage of total net sales) for the 26 weeks ended August 28, 1999. This increase is largely attributable to the addition of three new stores and new MIS systems. 6 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- The loss before income taxes for the 13 weeks ended August 26, 2000 was $4,879,000, a decrease of $900,000 as compared to a loss $5,779,000 for the 13 weeks ended August 28, 1999. This decrease in loss resulted from higher sales and gross profit somewhat offset by increased expenses. The loss before income taxes for the 26 weeks ended August 26, 2000 was $4,643,000 as compared to a loss before taxes of $4,412,000 for the 26 weeks ended August 28, 1999. This increased loss in the 26 week period ended August 26, 2000 resulted from higher expenses somewhat offset by higher sales and gross profit. For the 13 and 26 week periods ended August 26, 2000 the effective income tax rate was 39.0%, the same as the comparable period a year ago. LIQUIDITY AND CAPITAL RESOURCES Working capital as of August 26, 2000 was $87,265,000, an increase of $973,000 compared to $86,272,000 as of August 28, 1999. The ratio of current assets to current liabilities was 2.41 to 1 as compared to 2.29 to 1 as of August 28, 1999. Net cash used in operating activities totaled $9,181,000 for the 26 weeks ended August 26, 2000, as compared to $14,622,000 provided by operating activities for the 26 weeks ended August 28, 1999. In the 26 week period ended August 26, 2000, net cash used in operating activities was largely impacted by the increased merchandise inventories and decreased profit during this period compared to the comparable period a year ago. Net cash used in investing activities was $1,808,000 for the 26 weeks ended August 26, 2000, and $12,273,000 in 1999. Expenditures for property and equipment totaled $2,189,000 and $12,420,000 for the 26 weeks ended August 26, 2000 and August 28, 1999, respectively. Net cash provided by financing activities was $5,125,000 for the 26 weeks ended August 26, 2000, and $2,233,000 of net cash was used in financing activities for the 26 weeks ended August 28, 1999. The Company has a revolving credit agreement with a bank for a line of credit not to exceed $30,000,000 through May 4, 2001. Except for funds provided from this credit agreement, the Company has satisfied its operating and capital expenditure requirements, including those for the opening and expansion of stores, from internally generated funds. As of August 26, 2000 and August 28, 1999, respectively, the outstanding borrowings under the revolving credit agreement were $5,125,000 and $4,900,000. The Company has planned capital expenditures of approximately $5,000,000 for the fiscal year ending March 3, 2001. Through the 26 week period ended August 26, 2000 the Company has incurred $2,189,000 of capital expenditures. Management believes that existing cash, internally generated funds, trade credit and funds available from the revolving credit agreement will be sufficient for working capital and capital expenditure requirements for the fiscal year ending March 3, 2001. IMPACT OF INFLATION AND CHANGING PRICES Although the Company cannot accurately determine the precise effect of inflation on its operations, it does not believe inflation has had a material effect on sales or results of operations. RECENT ACCOUNTING PRONOUNCEMENTS In December 1999 the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin 101 ("SAB101") on revenue recognition, the implementation of which was subsequently delayed. The Company is currently evaluating the impact of SAB101. 7 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging Activities." In July 1999, the FASB delayed the effective date to fiscal years beginning after June 15, 2000. The Company has not actively utilized derivative instruments to hedge its market risks. Accordingly, the adoption of this statement is not expected to materially impact the Company's financial statements. PART II. OTHER INFORMATION - -------------------------------------------------------------------------------- Item 1. LEGAL PROCEEDINGS - None Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS - None Item 3. DEFAULTS UPON SENIOR SECURITIES - None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) At the annual meeting of shareholders held on July 27, 2000, the Company's shareholders holding a majority of the shares of the Common Stock outstanding as of the close of business on June 21, 2000, voted to approve each of the three proposals included in the Company's proxy statement as follows: To elect five directors to hold office for one year or until successors are duly elected and qualified. FOR WITHHELD ---------- --------- Sy Syms 15,191,135 247,082 Marcy Syms 15,191,635 246,582 Antone F. Moreira 15,267,797 170,420 Harvey A. Weinberg 15,268,297 169,920 David A. Messer 15,268,297 169,920 To ratify the selection of Deloitte & Touche LLP as independent accountants of the Company for fiscal 2000: For: 15,272,075 Against: 163,282 To approve an amendment to the Syms Corp. Amended and Restated Incentive Stock Option and Appreciation Plan: For: 14,826,402 Against: 606,515 Item 5. OTHER INFORMATION - None Item 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit 27 - Financial Data Schedule 8 --------------------------- SYMS CORP AND SUBSIDIARIES --------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SYMS CORP DATE: OCTOBER 6, 2000 BY -------------------------------- MARCY SYMS CHIEF EXECUTIVE OFFICER DATE: OCTOBER 6, 2000 BY -------------------------------- ANTONE F. MOREIRA VICE PRESIDENT, CHIEF FINANCIAL OFFICER (Principal Financial and Accounting Officer) 9 EX-27 2 0002.txt FDS SYMS
5 1,000 6-MOS AUG-26-2000 AUG-26-2000 3,818 0 0 0 139,042 149,289 258,351 99,487 315,350 62,024 0 0 0 798 249,798 315,350 155,813 155,813 97,771 97,771 0 0 (241) (4,643) (1,811) (2,832) 0 0 0 (2,832) (0.18) (0.18)
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