-----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, AqkYLXTunfaospiJWN74emlHdqnwvc3t7h2Qz+fZAaS98Rm+BmwNzf/7bZdYqgec fAg7PS0z3V4/gLoTp5E7lw== 0000922423-02-001005.txt : 20020911 0000922423-02-001005.hdr.sgml : 20020911 20020911164650 ACCESSION NUMBER: 0000922423-02-001005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020202 FILED AS OF DATE: 20020911 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: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-15898 FILM NUMBER: 02761835 BUSINESS ADDRESS: STREET 1: 66 B STREET CITY: NEEDHAM STATE: MA ZIP: 02494 BUSINESS PHONE: 7814447222 MAIL ADDRESS: STREET 1: 66 B STREET CITY: NEEDHAM STATE: MA ZIP: 02494 FORMER COMPANY: FORMER CONFORMED NAME: DESIGNS INC DATE OF NAME CHANGE: 19920703 10-K/A 1 kl09020_10k-a.txt FORM 10-K AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 2, 2002 Commission File Number 0-15898 (Fiscal 2002) CASUAL MALE RETAIL GROUP, INC. (formerly known as Designs, Inc.) (Exact name of registrant as specified in its charter) Delaware 04-2623104 (State or other jurisdiction of (IRS Employer incorporation of principal executive offices) Identification No.) 555 Turnpike Street, Canton, MA 02021 (Address of principal executive offices) (Zip Code) (781) 828-9300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value (Title of each Class) ----------------- 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 _ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] The aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant, based on the last sales price of such stock on April 8, 2002, was approximately $44.4 million. The registrant had 14,567,886 shares of Common Stock, $0.01 par value, outstanding as of April 8, 2002. DOCUMENTS INCORPORATED BY REFERENCE None. The registrant hereby amends its Annual Report on Form 10-K for the fiscal year ended February 2, 2002 by amending "Item 6. Selected Financial Data" in its entirety as follows: Item 6. Selected Financial Data
Fiscal Years Ended (1) February 2, February 3, January 29, January 30, January 31, 2002 2001 2000 1999 1998 (Fiscal (Fiscal (Fiscal (Fiscal (Fiscal 2002) 2001) 2000) 1999) 1998) (IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA) INCOME STATEMENT DATA: Sales $ 195,119 $ 194,530 $ 192,192 $ 201,634 $ 265,726 Gross profit, net of occupancy costs 47,221 54,985 47,440 (3) 42,249 (4) 38,358 (5) Provision for impairment of assets, store closing and severance -- 107 14,535 (3) 15,729 (4) 21,600 (5) Pre-tax income (loss) 175 5,488 (10,278) (3) (29,269) (4) (46,562) (5) Net income (loss) (7,881) 3,216 (12,493) (18,541) (29,063) Earnings (loss) per share-basic $ (0.54) $ 0.20 $ (0.78) $ (1.17) $ (1.86) Earnings (loss) per share-diluted $ (0.54) $ 0.20 $ (0.78) $ (1.17) $ (1.86) --------- --------- --------- -------- --------- Weighted average shares outstanding For earnings per share-basic 14,486 16,015 16,088 15,810 15,649 Weighted average shares outstanding For earnings per share -diluted 14,486 16,292 16,088 15,810 15,649 --------- --------- --------- -------- --------- BALANCE SHEET DATA: Working capital $ 13,277 $ 16,306 $ 19,624 $ 24,078 $ 42,104 Inventories 57,734 57,675 57,022 57,925 54,972 Property and equipment, net 20,912 18,577 16,737 17,788 35,307 Total assets 90,901 95,070 95,077 99,317 116,399 Shareholders' equity 42,414 49,825 52,269 63,956 82,380 CASH FLOW DATA Net cash flow provided by (used for) operating activities 563 6,299 (1,227) 1,936 (7,182) Net cash flow used for investing activities (3,991) (2,071) (7,303) (10,145) (2,186) Net cash flow provided by (used for) financing activities 3,428 (4,228) 8,377 6,889 7,451 OPERATING DATA: Net sales per square foot $ 195 $ 192 $ 190 $ 187 $ 220 Number of stores open at fiscal year end 102 102 103 113 125
(1) The Company's fiscal year is a 52 or 53 week period ending on the Saturday closest to January 31. The fiscal year ended February 3, 2001 included 53 weeks. (2) In the fourth quarter of fiscal 2002, the Company recorded a special non-cash charge of $8.0 million to reduce the carrying value of certain deferred tax assets. Due to the general weakness of the economy during fiscal 2002, which resulted in reduced earnings from fiscal 2001, the full realizability of certain tax assets can not be assured, accordingly the Company established additional reserves against those assets. As the Company's profitability improves, either from improved performance in its Levi's(R)/Dockers(R) stores, or from its roll-out of the Candies(R), EcKo(R), and other brands, the Company may have the ability to reinstate the full value of its deferred tax assets. Conversely, the amount of the deferred tax assets considered realizable could be reduced in the near term if projections of future taxable income during the carryforward period are reduced or if actual results are less than projections. (3) Pre-tax loss for fiscal 2000 includes the $15.2 million charge taken in the fourth quarter related to inventory markdowns, the abandonment of the Company's Boston Traders(R) trademark, severance, and the closure of the Company's five remaining Designs/BTC(TM) stores and its five Buffalo(R) Jeans Factory stores. Of the $15.2 million charge, $7.8 million, or 4.1% of sales, is reflected in gross margin. The pre-tax loss for fiscal 2000 also includes $717,000 of non-recurring income related to excess reserves from the fiscal 1999 restructuring program. (4) Pre-tax loss for fiscal 1999 includes the $13.4 million charge taken in the third quarter related to closing 30 unprofitable stores. Also included in the pre-tax loss for fiscal 1999 is the $5.2 million charge related to the closing of one Designs store, three BTC(TM) stores and four Boston Traders(R) outlet stores, all eight of which were closed in fiscal 2000. Of the $5.2 million charge, $800,000, or 0.4% of sales, is reflected in gross margin. In addition, the Company recognized $2.9 million in restructuring income in the fourth quarter which was the result of favorable lease negotiations associated with the original estimated $13.4 million charge. (5) Pre-tax loss for fiscal 1998 includes the $20 million charge taken in the second quarter related to the Company's strategy shift and the fourth quarter charge of $1.6 million for the Company's reduction in work force. Of the $20 million charge, $13.9 million, or 5.2% of sales, is reflected in gross margin. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CASUAL MALE RETAIL GROUP, INC. Date: September 11, 2002 By: /s/ David A. Levin ----------------------------- Name: David A. Levin Title: President and Chief Executive Officer Casual Male Retail Group, Inc. Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, David A. Levin, certify that: 1. I have reviewed this report on Form 10-K/A of Casual Male Retail Group, Inc. (formerly Designs, Inc.); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. Date: September 11, 2002 /s/ David A. Levin ---------------------------------- David A. Levin Chief Executive Officer (Principal Executive Officer) I, Dennis R. Hernreich, certify that: 1. I have reviewed this report on Form 10-K/A of Casual Male Retail Group, Inc. (formerly Designs, Inc.); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. Date: September 11, 2002 /s/ Dennis R. Hernreich ------------------------------------ Dennis R. Hernreich Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----