-----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, WoP/QCwEOT76Ge0KPAGz4/g7sYYP1NW6LPZB4Uq5gYoZWzlXUQPxpWQJrNkpQjWe K+Fx+3stqfYLb2Zb4bLAfw== 0000813298-05-000098.txt : 20051117 0000813298-05-000098.hdr.sgml : 20051117 20051117082550 ACCESSION NUMBER: 0000813298-05-000098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051117 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051117 DATE AS OF CHANGE: 20051117 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: 051211287 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 form8kq3earn.txt FORM 8-K DATED NOVEMBER 17, 2005 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): November 17, 2005 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) ______________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17 CFR 240.13e-4(c)) ITEM 2.02 Results of Operations and Financial Condition On November 17, 2005, Casual Male Retail Group, Inc. (the "Company") issued a press release announcing the Company's results of operations for the third quarter and first nine months ended October 29, 2005. A copy of this press release is attached hereto as Exhibit 99.1. The press release contains certain non-GAAP measures which the Company believes is important for investors to help gain a better understanding of the Company. The release includes a reconciliation of such non-GAAP measures. ITEM 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit No. Description ----------- ------------ 99.1 Press Release announcing results of operations for the third quarter and first nine months ended October 29, 2005 for Casual Male Retail Group, Inc. 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: November 17, 2005 EX-99 2 earnq305.txt PRESS RELEASE DATED NOVEMBER 17, 2005 For Information Contact: Company Contact: Jeff Unger, Investor Relations (561) 514-0115 Andrew Bard, Weber Shandwick Worldwide (212) 445-8368 Casual Male Retail Group, Inc. Reports Operating Results for the Third Quarter of Fiscal 2005 CANTON, MA, November 17, 2005 -- Casual Male Retail Group, Inc. (NASDAQ/NMS: "CMRG"), retail brand operator of Casual Male Big & Tall and Rochester Big & Tall, today reported its operating results for the third quarter and first nine months of fiscal 2005. For the 13 week period ended October 29, 2005, the Company reported a loss from continuing operations of $2.8 million, or $0.08 per diluted share, compared to a loss of $3.4 million, or $0.10 per diluted share, which excludes the results of discontinued operations, for the corresponding 13 week period ended October 30, 2004. This year's third quarter results include a $0.7 million gain or $0.02 per diluted share related to the Visa/MasterCard class action settlement. Last year's third quarter results benefited from a $1.7 million or $0.05 per diluted share adjustment associated with certain accrued liabilities which were revised based upon more recent experience. Previously, the Company reported comparable store sales for the third quarter of 2005 increased by 3.7% when compared to the third quarter of fiscal 2004 and comparable store sales for the nine months ended October 29, 2005 increased by 3.1% when compared to the nine months of the prior year. On an overall basis, for the 13 week period ended October 29, 2005, the Company reported a net loss of $2.8 million, or $0.08 per diluted share, compared to a net loss of $1.4 million, or $0.04 per diluted share, for the corresponding 13 week period ended October 30, 2004. Results for the third quarter of fiscal 2004 included income from discontinued operations of $2.0 million, or $0.06 per diluted share related to the divested Levi's(r)/Dockers(r) outlet stores. Notwithstanding the Company's $100 million tax loss carry forward, assuming a normalized tax rate of 37%, the net loss per share for the third quarter of fiscal 2005 was $0.05 per diluted share compared to a net loss of $0.03 per diluted share for the third quarter of fiscal 2004. For the nine months ended October 29, 2005, the net loss from continuing operations was $2.7 million, or $0.08 per diluted share, compared to a net loss from continuing operations of $7.3 million or $0.21 per diluted share for the prior year's nine months ended October 30, 2004. Included in the prior year's results are sales of $12.6 million and an operating loss of $0.7 million, or $0.02 per diluted share, related to the Ecko Unltd.(r) outlet stores, which were divested in July 2004. Additionally, for the prior year's nine months ended October 30, 2004, the Company recorded income from discontinued operations of $0.9 million, or $0.03 per diluted share related to the divested Levi's(r)/Dockers(r) outlet stores, which reduced the prior year's nine months net loss from $0.21 to $0.18 per diluted share. Results for the third quarter and nine months of fiscal 2005 include the operating results of the Company's Rochester Big & Tall stores, which were acquired by the Company on October 29, 2004. Accordingly, the third quarter and nine months of fiscal 2004 only include the operating results of the Rochester stores for the last two days of the prior year's third quarter. In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), our above discussion refers to a normalized tax rate, which is a non-GAAP measurement. Normalized tax basis reflects a 37% effective tax rate on pre-tax incomes. The Company believes that the inclusion of this non-GAAP measure helps investors to gain a better understanding of the Company's performance, especially when comparing such results to previous periods or forecasts. However, this non-GAAP financial measure included in this press release is not meant to be considered superior to or as a substitute for results of operations prepared in accordance with GAAP. The following table shows the reconciliation of the net loss of $0.05 per diluted share for the third quarter of fiscal 2005 as compared to the net loss of $0.03 per diluted share for the third quarter of fiscal 2004 on a GAAP basis affected for the adjustment for normalized taxes: For the 13 weeks ended: October 29, 2005 October 30, 2004 (dollars and shares in millions, except per share amounts) Net Loss Per Share Net Loss Per Share -------- --------- -------- --------- Loss from continuing operations $(2.8) $(0.08) $(3.4) $(0.10) Income from discontinued operations - - 2.0 $0.06 ------ ------- ------ ------- Net loss, as reported $(2.8) $(0.08) $(1.4) $(0.04) Income tax, assuming normalized tax rate of 37% 1.0 0.03 0.5 0.01 Adjusted net loss, after ------- ------- -------- ------- normalized tax benefit $(1.8) $(0.05) $(0.9) $(0.03) Weighted average shares Outstanding - diluted 34.3 34.2 CMRG will host a conference call with security analysts beginning at 11:00 a.m. ET today, Thursday, November 17, 2005, to review the operating results for the third quarter ended October 29, 2005. The call is being web cast by CCBN and can be accessed at www.casualmale.com/investor. During the conference call the Company may discuss and answer questions concerning business and financial developments and trends. The Company's responses to questions, as well as other matters discussed during the conference call, may contain or constitute information that has not been disclosed previously. Casual Male Retail Group, Inc., the largest retailer of big and tall men's apparel with retail operations throughout the United States, Canada and London, England, operates 491 Casual Male Big & Tall stores, the Casual Male e-commerce site, Casual Male catalog business, 13 Casual Male at Sears-Canada stores and 24 Rochester Big & Tall stores and a direct-to-consumer business. 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, including without limitation , its Current Report Form 8-K filed on April 8, 2005, that set forth certain risks and uncertainties that may have an impact on future results and direction of the Company. ### CASUAL MALE RETAIL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) For the three months ended For the nine months ended 10/29/2005 10/30/2005 10/29/2005 10/30/2005 ---------------------- ----------------------- Sales $ 93,770 $ 74,646 $ 291,688 $ 246,897 Cost of goods sold including occupancy 55,185 44,414 169,191 146,780 --------- --------- ---------- -------- Gross profit 38,585 30,232 122,497 100,117 Expenses: Selling, general and administrative 36,175 29,276 109,942 95,175 Depreciation and amortization 3,131 2,480 9,106 7,215 -------- --------- --------- --------- Total expenses 39,306 31,756 119,048 102,390 Operating income (loss) (721) (1,524) 3,449 (2,273) Other income, net - - - 308 Interest expense, net (2,114) (1,878) (6,145) (6,034) -------- --------- --------- --------- Loss from continuing operations before minority interest and income taxes (2,835) (3,402) (2,696) (7,999) Minority interest - - - (701) Income taxes - - - - --------- --------- -------- ------- Loss from continuing operations (2,835) (3,402) (2,696) (7,298) Income from discontinued operations - 2,036 - 937 ---------- --------- --------- -------- Net loss $ (2,835) $ (1,366) $ (2,696) $ (6,361) ========= ========= ========= ========= Net loss per share - basic and diluted Loss from continuing operations ($0.08) ($0.10) ($0.08) ($0.21) Income from discontinued operations $0.00 $0.06 $0.00 $0.03 ---------- --------- --------- --------- Net loss ($0.08) ($0.04) ($0.08) ($0.18) Weighted-average number of common shares outstanding: Basic and Diluted 34,345 34,209 34,288 34,607 CASUAL MALE RETAIL GROUP, INC. CONSOLIDATED BALANCE SHEETS October 30, 2004 and January 31, 2004 (In thousands) October 29 January 29, 2005 2005 ----------- ----------- ASSETS (unaudited) Cash and investments $ 6,483 $ 5,731 Inventories 107,108 79,858 Other current assets 8,598 9,178 Property and equipment, net 76,797 74,651 Goodwill and other intangibles 89,700 89,349 Other assets 8,742 9,021 --------- --------- Total assets $ 297,428 $ 267,788 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, accrued expenses and other liabilities $ 66,034 $ 53,729 Notes payable 41,659 19,311 Long-term debt, net of current portion 114,870 117,784 Stockholders' equity 74,865 76,964 ---------- --------- Total liabilities and stockholders' equity $ 297,428 $ 267,788 ========== ========= -----END PRIVACY-ENHANCED MESSAGE-----