-----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, IsG79DopHvtnAu67gMZ5ageg/8/UvKo6xUkpZNbW1SQFJLkbz1yOi70W/dVIXejR +X5w4QgMfIk/aMfUNp9MLg== 0000813298-03-000046.txt : 20030522 0000813298-03-000046.hdr.sgml : 20030522 20030522160455 ACCESSION NUMBER: 0000813298-03-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030522 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030522 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASUAL MALE RETAIL GROUP INC CENTRAL INDEX KEY: 0000813298 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 042623104 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15898 FILM NUMBER: 03716416 BUSINESS ADDRESS: STREET 1: 555 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 7818215900 MAIL ADDRESS: STREET 1: 555 TURNPIKE STREET CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: DESIGNS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8kq1.txt FORM 8-K DATED MAY 22, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2003 0-15898 (Commission File Number) ______________________________ CASUAL MALE RETAIL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 04-2623104 (State of Incorporation) (IRS Employer Identification Number) 555 Turnpike Street, Canton, Massachusetts 02021 (Address of registrant's principal executive office) (781) 828-9300 (Registrant's telephone number) ______________________________ ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description 99.1 Press Release announcing Casual Male Retail Group, Inc.'s First Quarter Fiscal 2004 Results. ITEM 9. Regulation FD Disclosure. The information contained in this Current Report, which is intended to be furnished under Item 12 ("Results of Operations and Financial Condition"), is instead being furnished under Item 9 ("Regulation FD Disclosure") pursuant to interim guidance issued by the Securities and Exchange Commission in Release Nos. 33-8216 and 34-47583. As such, the information contained herein shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 22, 2003, Casual Male Retail Group, Inc. (the "Company") issued a press release announcing, among other things, results for the first quarter of the Company's fiscal 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company's press release, in addition to containing results that are determined in accordance with accounting principles generally accepted in the United States of America, also contains pro forma financial information, as if the Company operated its Casual Male business for the first quarter of the prior fiscal year. On May 14, 2002, during the second quarter of the prior fiscal year, the Company completed the acquisition of substantially all of the assets of Casual Male Corp. and certain of its subsidiaries for a purchase price of approximately $170 million, plus the assumption of certain operating liabilities. In view of the significance of the Casual Male acquisition to the growth and future identity of the Company, pro forma financial information for the Casual Male business is included in the Company's press release. 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. CASUAL MALE RETAIL GROUP, INC. By: /s/ Dennis R. Hernreich --------------------------- Name: Dennis R. Hernreich Title: Executive Vice President and Chief Financial Officer Date: May 22, 2003 EX-99 3 q1fy2004pr.txt EXHIBIT 99.1 PRESS RELEASE DATED MAY 22, 2003 For Information, Contact: David A. Levin President and Chief Executive Officer Casual Male Retail Group, Inc. (781) 828-9300 Dennis R. Hernreich Executive Vice President, COO/CFO Casual Male Retail Group, Inc. (781) 828-9300 Jeff Unger Vice President of Investor Relations Casual Male Retail Group, Inc. (561) 514-0115 CASUAL MALE RETAIL GROUP INC. ANNOUNCES FIRST QUARTER FISCAL 2004 RESULTS CANTON, MA (May 22, 2003) -- Casual Male Retail Group, Inc. (NASDAQ/NMS: "CMRG"), retail brand operator of Casual Male Big & Tall, Levi's(r)/Dockers(r) Outlet by Designs and EcKo Unltd.(r) outlet stores, today announced its Operating results for the first quarter of fiscal 2004 which ended May 3, 2003. These results include the effect, since May 14, 2002, of the Company's acquisition of substantially all of the assets of Casual Male Corporation and certain of its subsidiaries. On a consolidated basis, for the first quarter of fiscal 2004, the Company reported a net loss of approximately $2.8 million, or $0.08 per diluted share ($.05 per diluted share after giving effect to normalized tax rate), as compared to a net loss of $1.8 million, or $0.12 per diluted share, for the first quarter of fiscal 2003. Total sales from continuing operations for the first quarter of fiscal 2004 were $99.7 million as compared to $32.3 million for the corresponding period of the prior year. The Casual Male multi-channel business, which includes its stores, catalog and e-commerce operations, contributed $72.8 million, or approximately 73%, of the Company's total sales for the first quarter of fiscal 2004, while the former Design's outlet businesses contributed the balance of 27% of the total sales. Comparable sales for the Casual Male business decreased 5%, while total sales decreased 7.1%, on a pro-forma basis. The Company's Casual Male business reported operating income for the first quarter of fiscal 2004 of approximately $2.4 million. On a pro forma basis, as if the Company owned Casual Male for the first quarter of the prior year, the Casual Male business had an operating loss for the first quarter of the prior year of approximately $0.4 million. The Company's Other Branded Apparel business, which includes its Levi's(r)/Dockers(r) outlet stores and its growing EcKo Unltd.(r) outlet stores, reported an operating loss for the first quarter of fiscal 2004 of $2.2 million as compared to $2.1 million for the first quarter of fiscal 2003. The Company's strategic plan to exit its Levi's(r)/Dockers(r) business is still progressing as planned and as leases expire or lease negotiations with landlords are reached, the Company will continue to close its Levi's(r)/Dockers(r) outlet stores. The table below reflects actual results for the Company for the first quarter of fiscal 2004 and is compared to pro forma results for the first quarter of fiscal 2003 assuming that the Company's Casual Male acquisition had occurred on February 3, 2002. The Company has included in the table the historical operating results of the Casual Male business prior to the Company's acquisition. These results have been prepared on a consistent basis with the pro forma information presented in the Company's recent Form 10-K and Form 10-Q filings. These prior year pro forma results do not include any adjustments for the expected $20 to $25 million of cost savings and synergies expected to be fully realized in future periods. The operating results of the Company's Other Branded Apparel business, which includes its EcKo Unltd.(r) outlet stores, primarily reflects the operating loss associated with the Levi's(r)/Dockers(r) outlet stores which the Company is in the process of exiting: Operating Results by Business Segment - ------------------------------------- For the three months ended: May 3, 2003 May 4, 2002 (pro-forma) (in millions) Other Other Casual Branded Casual Branded Male Apparel Combined Male Apparel Combined business business Company business business Company ---------------------------- --------------------------- Sales $ 72.8 $ 26.9 $ 99.7 $ 78.4 $ 32.3 $ 110.7 Gross margin, net Of occupancy costs 30.3 5.1 35.4 33.2 7.2 40.4 Gross margin rate 41.6% 19.0% 35.5% 42.4% 22.3% 36.5% Selling, general and Administrative 26.3 6.8 33.1 31.3 8.0 39.3 Depreciation and Amortization 1.6 .5 2.1 2.3 1.3 3.6 -------- -------- -------- -------- -------- -------- Operating income (loss) $ 2.4 $ (2.2) $ 0.2 $ (0.4) $ (2.1) $ (2.5) David A. Levin, President and Chief Executive Officer of Casual Male Retail Group, Inc., commented on the Company's first quarter performance, "Our belief a year ago when we acquired the Casual Male business was that it had a strong and stable sales base and its biggest problem was a bloated corporate overhead and an infrastructure in disrepair. Although sales have been negatively impacted by poor weather in the Northeast and the generally poor retail environment, the decline in Casual Male sales of 5% for the past two quarters is also as a result of merchandising issues. As I recently discussed during our web cast on May 8, a replay of which is available on our website, we have not only commenced 8 key initiatives to address Casual Male's merchandising deficiencies but also have made management changes in the merchandise department. The initiatives to address these deficiencies should begin to impact sales trends in the second half of the year." Dennis R. Hernreich, Executive Vice-President and Chief Financial Officer added, "Although Casual Male's sales performance was below expectations, its strong gross margin rate and the significant cost reductions have resulted in a substantial improvement in operating profitability in the Casual Male business. During our first year operating the Casual Male stores, we have been able to reduced costs by $20 million on an annualized basis. The next twelve months we will complete our system enhancements and expect to reach $25 million in annualized cost savings. These $20 million in cost savings will continue to be evident in Casual Male's operating results throughout the year." CMRG, the largest retailer of big and tall men's apparel, operates 474 Casual Male Big & Tall stores, Casual Male e-commerce site, Casual Male catalog business, 82 Levi's(r)/Dockers(r) Outlet by Designs stores, and 11 EcKo Unltd(r) outlet stores located throughout the United States and Puerto Rico. The Company is headquartered in Canton, Massachusetts and its common stock is listed on the Nasdaq National Market under the symbol "CMRG". The discussion of forward-looking information requires management of the Company to make certain estimates and assumptions regarding the Company's strategic direction and the effect of such plans on the Company's financial results. The Company's actual results and the implementation of its plans and operations may differ materially from forward-looking statements made by the Company. The Company encourages readers of forward-looking information concerning the Company to refer to its prior filings with the Securities and Exchange Commission that set forth certain risks and uncertainties that may have an impact on future results and direction of the Company. The Company does not report on its progress during a quarter until after the quarter has been completed and its results have been appropriately disclosed. (Tables to follow) CASUAL MALE RETAIL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) For the three months ended May 3, 2003 May 4, 2002 Sales $ 99,700 $ 32,317 Cost of goods sold including Occupancy 64,328 25,111 ---------- --------- Gross profit 35,372 7,206 Expenses: Selling, general and administrative 33,151 8,054 Depreciation and amortization 2,062 1,281 ---------- --------- Total expenses 35,213 9,335 Operating income (loss) 159 (2,129) Interest expense, net 2,885 354 ---------- --------- Loss from continuing operations before minority interest and income taxes (2,726) (2,483) Minority interest (72) - Benefit for income taxes - (1,053) ---------- --------- Net loss from continuing operations (2,654) (1,430) Loss from discontinued operations (101) (365) ---------- --------- Net loss $ (2,755) $ (1,795) ========== ========= Net loss per share - basic and diluted Loss from continuing operations ($0.07) ($0.10) Loss from discontinued operations ($0.00) ($0.03) Net loss ($0.08) ($0.12) Weighted-average number of common shares outstanding: Basic and diluted 35,754 14,576 CASUAL MALE RETAIL GROUP, INC. CONSOLIDATED BALANCE SHEETS May 3, 2003 and February 1, 2003 (In thousands) May 3, February 1, 2003 2003 ASSETS (unaudited) ---------- ---------- Cash and investments $ 4,454 $ 4,692 Inventories 104,013 103,222 Other current assets 15,614 9,689 Property and equipment, net 64,233 64,062 Goodwill and other intangibles 81,403 81,427 Other assets 3,766 3,853 ----------- ----------- Total assets $ 273,483 $ 266,945 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities $ 63,323 $ 68,285 Notes payable 68,213 55,579 Long-term debt, net of current Portion 51,280 50,996 Minority interest 2,079 1,018 Stockholders' equity 88,588 91,067 ----------- ---------- Total liabilities and stockholders' equity $ 273,483 $ 266,945 =========== ========== -----END PRIVACY-ENHANCED MESSAGE-----