-----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, EoqLr1vhqtJoy/SqHLxgaVGVSDpNNMBSCad0S2ktJODy7QyMSugCNY30YErpqXkj s25+E+lii/IW/mjmkRJ4Bg== 0000813298-04-000032.txt : 20040325 0000813298-04-000032.hdr.sgml : 20040325 20040325082706 ACCESSION NUMBER: 0000813298-04-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040325 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040325 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: 04688412 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 form8kq4earn.txt FORM 8-K DATED MARCH 25, 2004 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): March 25, 2004 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 Fourth Quarter and Fiscal 2003 Results. ITEM 12. Results of Operations and Financial Condition. On March 25, 2004, Casual Male Retail Group, Inc. (the "Company") issued a press release announcing, among other things, results for the fourth quarter and fiscal year ended January 31, 2004 ("fiscal 2003"). 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 full fiscal year which ended February 1, 2003. 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. Further, the press release also contains earnings, and related earnings per share, for the fourth quarter of fiscal 2003 and fiscal 2002 excluding restructuring related charges and early debt retirement losses. These measures are considered non-GAAP measures and accordingly the Company has provided a reconciliation of the non-GAAP measure to Net Loss as reported for both periods. The Company believes that the inclusion of such non-GAAP measure is necessary to help investors identify the operating results of the company's continuing business as compared to the prior fourth quarter. This information also helps the investor gain a better understanding of our core operating results and future prospects. 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: March 25, 2004 EX-99 3 q4fy2004earn.txt PRESS RELEASE DATED MARCH 25, 2004 For Information, Contact: Jeff Unger Vice President of Investor Relations Casual Male Retail Group, Inc. (561) 514-0115 Andrew Bard Weber Shandwick (212) 445-8368 CASUAL MALE RETAIL GROUP INC. REPORTS FOURTH QUARTER AND FULL-YEAR FISCAL 2003 RESULTS - Significant Progress Reported on Company Turn Around Strategy - Losses Significantly Reduced from Year Ago -- - - 1st Quarter 2004 Comparable Sales Trending Positive by 10% CANTON, MA (March 25, 2004) -- Casual Male Retail Group, Inc. (NASDAQ/NMS: "CMRG"), retail brand operator of Casual Male Big & Tall, and the exclusive retailer of the Comfort Zone by George Foreman(tm), GF sport by George Foreman(tm) and Signature Collection by George Foreman(tm), today announced its operating results for the fourth quarter and fiscal year ended January 31, 2004 ("fiscal 2003"). For the fourth quarter of fiscal 2003, the Company reported a net loss of $8.8 million, or $0.25 per share, compared to a net loss of $23.8 million, or $0.67 per diluted share in the fourth quarter of fiscal 2002. The results for the fourth quarter of fiscal 2003 include $15.8 million of costs associated primarily with the early retirement of long-term debt and discontinued operations of the Levi's(r)/Dockers(r) business. The results for the fourth quarter of the prior year include approximately $30.2 million in charges recorded in connection with the Company's decision to exit its Levi's(r)/Dockers(r) and Candies(r) businesses and the write down of certain tax assets. "Almost two years into our company turnaround strategy, we've positioned the business to significantly benefit from our new merchandising and marketing programs. We expect the benefits of the past 22 months accomplishments, focused in the four core areas of merchandising, technology, cost controls and marketing, to provide positive momentum during 2004. Our greatest success with marketing being the creation of our new George Foreman line," said David Levin, President and CEO, "A highly fragmented marketplace combined with a rapidly growing big and tall population has created opportunity for Casual Male to further increase market share. We have clearly capitalized on this opportunity in 2003 and look forward to continuing our commitment to deliver excellent products and services to our customers while also providing maximum return to our shareholders by leveraging our highly efficient operating structure in 2004." For fiscal 2003, the Company reported a net loss of $12.1 million, or $0.34 per share, compared to a net loss of $38.8 million, or $1.54 per share in fiscal 2002. The results for fiscal 2003 include $16.5 million of costs associated primarily with the early retirement of long-term debt and discontinued operations of the Levi's(r)/Dockers(r) business. The results for the fiscal 2002 include approximately $41.3 million in charges recorded in connection with the Company's decision to exit its Levi's(r)/Dockers(r) and Candies(r) businesses and the write down of certain tax assets. Dennis Hernreich, COO/CFO stated, "The earnings for the fourth quarter, after exclusion of restructuring related charges and early debt retirement losses were approximately $0.11 per diluted share, which was flat to last year's fourth quarter. At the same time, 2003 was a very critical year in terms of establishing a lean operating base and a strong balance sheet. After the sale of the convertible notes used to refinance Casual Male's balance sheet and repay high cost debt, the Company is in a very strong position to benefit from its merchandising and marketing efforts". As previously reported, the Casual Male business reported comparable store sales increase of 2.4% for the fourth quarter of fiscal 2003 and a decrease of 1.3% for fiscal 2002. "While we will not be reporting 1st Quarter sales until May and there still remains six weeks left to the first quarter, the sales performance for the first seven weeks have been exceeding our expectations, with a comparable sales increase of approximately +10.0% even with less traffic than a year ago. The launch of the national advertising campaign featuring George Foreman and the Comfort Zone by George Foreman(tm) line of clothing started on March 16, 2004, and therefore, much of the sales improvement we are currently seeing has more to do with the many new merchandising initiatives, such as young men's apparel, chain wide suit separates, size extensions, key items, and the Comfort Zone by George Forman(tm) line of clothing that we introduced in the Casual Male stores over the past few quarters. As a result of these merchandising initiatives customer conversion rates are trending significantly higher than a year ago. We actually anticipate seeing the customer traffic improvements related to the George Foreman brand marketing campaign during the second half of the year, so while we're excited with our current successes, we look forward to continued improvement as we begin to fully realize the benefits and full potential of the Foreman partnership," stated Levin. Operating Results by Business Segment The table below reflects actual results from continuing operations on a segment basis for the Company for the three months and fiscal year ended January 31, 2004 compared to the actual results from continuing operations for the three months ended February 1, 2003. The results from continuing operations for full fiscal year ended February 1, 2003 are presented on a pro forma basis assuming that the Company's Casual Male acquisition had occurred on February 3, 2002 (whereas the results from continuing operations reflected in the accompanying Consolidated Statements of Operations are presented on an actual basis reflecting results of Casual Male subsequent to the acquisition date of May 14, 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. The operating results of the Company's Other Branded Apparel business includes its Ecko Unltd.(r) outlet stores and excludes discontinued operations from closed stores. For the three months ended: January 31, 2004 February 1, 2003 (actual) (actual) (in millions) Other Other Branded Branded Casual Male Apparel Combined Casual Male Apparel Combined Business business Company business business Company (1) ------------------------------ ------------------------------ Sales $ 94.5 $ 32.4 $ 126.9 $ 94.8 $ 29.2 $ 124.0 Gross margin, net of occupancy costs 40.0 8.3 48.3 40.9 (0.5) 40.4 Gross margin rate 42.3% 25.6% 38.1% 43.1% - 32.6% Selling, general and administrative 29.4 7.6 37.0 27.9 6.0 33.9 Provision for impairment of assets, store closings and severance - (0.6) (0.6) - 5.1 5.1 Depreciation and amortization 1.8 0.7 2.5 2.8 1.0 3.8 Operating -------- ------- --------- ------- ------- ------ income (loss) $ 8.8 $ 0.6 $ 9.4 $ 10.2 $(12.6) $ (2.4) ======== ======= ========= ======= ======= ====== (1) includes $12.3 million of charges associated with the exit of Levi's(r)/Dockers(r) business For the fiscal year ended: January 31, 2004 February 1, 2003 (actual) (pro forma) (in millions) Other Other Branded Branded Casual Male Apparel Combined Casual Male Apparel Combined Business business Company business business Company (1) ------------------------------ ------------------------------ Sales $ 319.2 $ 110.3 $ 429.5 $ 329.2 $ 113.9 $ 443.1 Gross margin, net of occupancy costs 132.5 28.7 161.2 140.1 19.3 159.4 Gross margin rate 41.5% 26.0% 37.5% 42.6% 16.9% 36.0% Selling, general and administrative 109.3 27.5 136.8 116.0 27.4 143.4 Provision for impairment of assets, store closings and severance - (0.6) (0.6) - 10.7 10.7 Depreciation and amortization 6.7 2.4 9.1 8.5 3.5 12.0 Operating income ------- -------- ------- ------- -------- ------- (loss) $ 16.5 $ (0.6) $ 15.9 $ 15.6 $ (22.3) $ (6.7) ======= ========= ======= ======= ========= ======= (1) includes $18.0 million of charges associated with the exit of Levi's(r)/Dockers(r) business In addition to the historical financial measures prepared in accordance with generally accepted accounting principles (GAAP), we presented pro forma results for fiscal 2002. Further, the Company refers to above earnings per share of $0.11 for the fourth quarter of fiscal 2003 and fiscal 2002, which excludes certain charges. These earnings per share amounts were calculated assuming a normalized tax basis, which reflects an effective tax rate of 35% on pre-tax earnings. These measures are considered non-GAAP measures. Pro forma information reflects the operating results of the Casual Male business assuming the acquisition had occurred on February 3, 2002. The non-GAAP earnings per share of $0.11 for the fourth quarter of fiscal 2003 and fiscal 2002, which is reconciled below, was provided to help the investor identify the operating results of the Company's continuing business as compared to the prior fourth quarter. We believe that the inclusion of such non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the Company's performance, especially when comparing such results to previous periods or forecasts. However, the non-GAAP financial measures included in this press release are not meant to be considered superior to or as a substitute for results of operations prepared in accordance with GAAP. The following table reconciles the above referenced "earnings for the fourth quarter, after exclusion of restructuring related charges and early debt retirement losses of approximately $0.11 per diluted share." For the fourth quarter ended: January 31, 2004 February 1, 2003 --------------- ---------------- (in millions, except per share amounts) Net loss, as reported $ (8.8) $ (23.8) Adjustments: Restructuring charges (income) (0.6) 30.2 Early retirement of long-term debt charges 13.7 -- Discontinued operations for 25 stores closed during fiscal 2003 (2.1) -- ------------- -------------- Adjusted pre-tax income $ 6.4 $ 6.5 Adjusted net income, assuming normalized ---------- -------------- tax rate $ 4.1 $ 4.2 ============ ============== Earnings per share, as adjusted for above charges on a diluted basis $ 0.11 $ 0.11 ============= ============== Weighted average number of common shares o/s- diluted 36.5 36.7 CMRG, the largest retailer of big and tall men's apparel, operates 484 Casual Male Big & Tall stores, Casual Male e-commerce site, Casual Male catalog business, 58 Levi's(r) Outlet by Designs and Dockers(r) Outlet by Designs tores, 23 Ecko Unltd(r) outlet and retail 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". Investors are invited to listen to a broadcast of the Company's conference call to discuss its fiscal 2003 earnings results. The conference call will broadcast live today on Thursday, March 25, 2004 at 11:00 a.m. Eastern Time at www.casualmale.com/investor. The call will be archived online within one hour after its completion. Participating in the call will be Seymour Holtzman, Chairman; David Levin, President and Chief Executive Officer and Dennis Hernreich, Executive Vice President, Chief Operating Officer and Chief Financial Officer. 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) Three months ended Twelve months ended January 31, February 1, January 31, February 1, 2004 2003 2004 2003 (fiscal 2003) (fiscal 2002) (fiscal 2003) (fiscal 2002) -------------------------- ------------------------- Sales $126,911 $123,949 $429,524 $356,566 Cost of goods sold including occupancy 78,589 83,511 268,332 234,539 ________ ________ ________ ________ Gross profit 48,322 40,438 161,192 122,027 Expenses: Selling, general and administrative 37,029 33,970 136,846 106,470 Provision (income)for restructuring, store closings and impairment of assets, (646) 5,042 (646) 10,747 Depreciation and amortization 2,519 3,767 9,070 9,498 _______ ______ _______ ______ Total expenses 38,902 42,779 145,270 126,715 _______ ______ _______ ______ Operating income (loss) 9,420 (2,341) 15,922 (4,688) Other expenses, principally debt reduction costs 13,688 - 14,113 - Interest expense, net 2,193 2,851 11,189 9,081 _______ ________ _______ ______ Loss before minority interest and income taxes (6,461) (5,192) (9,380) (13,769) Minority interest 225 76 280 207 Provision for income taxes - 7,978 - 7,978 Loss) from ________ _______ ________ _________ continuing operations $(6,686) $(13,246) $(9,660) $(21,954) Loss from discontinued operations (2,075) (10,520) (2,401) (16,846) ________ ________ ________ _________ Net loss $(8,761) $(23,766) $(12,061) $(38,800) ======== ======== ======== ========== Net loss per share basic and diluted: Loss from continuing operations -basic and diluted ($0.19) ($0.37) ($0.27) ($0.87) Loss from discontinued operations -basic and diluted ($0.06) $0.30 ($0.07) ($0.67) --------- -------- -------- --------- Net loss ($0.25) ($0.67) ($0.34) ($1.54) Weighted-average number of common shares outstanding: Basic 35,240 35,446 35,702 25,117 Diluted 35,240 35,446 35,702 25,117 CASUAL MALE RETAIL GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS January 31, 2004 and February 1, 2003 (In thousands) January 31, February 1, 2004 2003 ---------------------------- ASSETS Cash and investments $ 4,179 $ 4,692 Inventories 98,673 103,222 Other current assets 9,963 9,689 Property and equipment, net 68,345 64,062 Other assets 91,582 85,280 --------- ---------- Total assets $ 272,742 $ 266,945 ========= ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities $ 62,100 $ 68,285 Notes payable 3,623 55,579 Long-term debt, net of current portion 122,374 50,996 Minority interest 3,804 1,018 Stockholders' equity 80,841 91,067 --------- ---------- Total liabilities and stockholders' equity $ 272,742 $ 266,945 ========= ========== ### -----END PRIVACY-ENHANCED MESSAGE-----