8-K

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): September 15, 2009

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 7.01 - Regulation FD Disclosure

The Company will be presenting a slide presentation to various investment groups at upcoming investor conferences beginning on September 16, 2009. A copy of the slides to be presented at those conferences is attached to this report as Exhibit 99.1, which slide presentation is incorporated by reference herein.

The slide presentation contained in the exhibit includes statements intended as “forward-looking statements,” which are subject to the cautionary statement about forward-looking statements set forth in the exhibit. The slide presentation is being furnished, not filed, pursuant to Regulation FD. Accordingly, the slide presentation will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the slide presentation is not intended to, and does not, constitute a determination or admission by the Company that the information in the slide presentation is material or complete, or that investors should consider this information before making an investment decision with respect to the Company.

Presentation of Non-GAAP Measures

The slide presentation includes the discussion of non-GAAP free cash flow on slides 4 and 7. Free cash flow is not a measure determined by generally accepted accounting principles (“GAAP”) and should not be considered superior to or as a substitute for net income (loss) or cash flows from operating activities or any other measure of performance derived in accordance with GAAP.

In addition, all companies do not calculate non-GAAP financial measures in the same manner and, accordingly, “free cash flows” as presented in this slide presentation may not be comparable to similar measures used by other companies. The Company calculates free cash flows as cash flow from operating activities less capital expenditures and discretionary store asset acquisitions, if any. We calculate projected free cash flows for fiscal 2009 of $20.0-$25.0 million as estimated cash flow from operating activities of $25.0-$30.0 million, less estimated capital expenditures of $5.0 million (no discretionary store asset acquisitions are anticipated in fiscal 2009). Free cash flow for fiscal 2008 of $7.6 million was calculated as cash flow from operating activities of $23.2 million less capital expenditures of $12.6 million and less $3.0 million for discretionary store asset acquisitions. Free cash flow for fiscal 2007 of $(9.6) million was calculated as cash flow from operating activities of $11.7 million less capital expenditures of $21.3 million. There were no discretionary store asset acquisitions in fiscal 2007. During the second quarter of fiscal 2009, we changed our method of calculating free cash flow to include, as a deduction, the use of cash for discretionary store asset acquisitions, if any. Accordingly, free cash flow for fiscal 2008, which was previously defined as cash flow from operating activities less capital expenditures, was restated to include, as a deduction, the cash used for discretionary store asset acquisitions of $3.0 million, for the Company’s acquisition of Dahle’s Big & Tall stores.

We believe that inclusion of this non-GAAP measure helps investors gain a better understanding of our performance, especially when comparing such results to previous periods

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No.	Description
99.1	Presentation dated September 15, 2009

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: September 15, 2009

EX-99.1

September 2009

Exhibit 99.1

2

Big & Tall Market

•

Market defined as:

–

big = waist size between 40”

and 70”

–

tall = height over 6’2”

•

Big and tall men account for approximately 11% of the

male population.

•

Big and tall market size is approximately $6 billion and

growing at almost twice the rate of the regular size

men’s apparel market.

–

Big & tall apparel market is highly fragmented;

characterized by many small, local operators.

3

Market is growing as a percent to total

menswear sales

Obesity Trends* Among U.S. Adults

(*BMI

30, or about 30 lbs overweight)

No Data          <10%           10%–14%

15%–19%           20%–24%          25%–29%             30%

1985

2005

2000

1995

1990

2007

Source: CDC

4

2009

Goals

•

Sales Decrease of 10% -

12%

•

Generate Free Cash Flow between $20.0m -

$25.0m

•

Maximize Availability under the Credit Facility and

pay down bank debt to $14.5m -

$18.0m

•

Reduce Inventory Levels by 10.0% or $10.0m

•

Reduce SG&A Expense by 15% to $151.0m

•

Limit Capital Expenditures to $5.0m

•

Improve Merchandise Margins between 275 to 325

basis points

•

Improve our Customers’

Shopping Experience

through enhanced sales training programs and the

use of business productivity tools.

5

Sale of Common Stock

•

On September 2, we sold 4,950,000 shares of common

stock to institutional investors.

•

Sale price of $2.75/share raised $13.6m of capital.

•

Transaction costs of approximately $1.0m results in

Net Proceeds of approximately $12.6m.

•

Funds will be used to pay down revolving debt and

used for working capital purposes.

6

Selected Balance Sheet Information

$17.3m

$12.5m

$7.0 -

$8.0m

Fixed Term Loan 

$41.0m

$38.7m

$7.5m –

$10.0m

Borrowing Under

Revolver

$117.8m

$98.6m

$88.6m

Inventory

2007

2008

2009

Projected

•

Projected Borrowing Under Revolver includes the impact from

the September 2009 sale of stock from a shelf registration.

7

Selected Income Statement Information

$4.3m

$3.0m

$1.0m

Interest Expense 

$33.9m

$34.1m

$20.0m

Marketing Expense

$-9.6m

$7.6m

$20.0m -

$25.0m

Free Cash Flow 

44.4%

42.7%

43.7% –

44.2%

Gross Margin

$178.1m

$178.1m

$151.0m

SG&A

$464.1m

$444.2m

-10.0% to -12.0%

Sales

2007

2008

2009 Projected

•

Free Cash Flow is defined as cash flow from operating activities, less

capital expenditures and discretionary store asset acquisitions.

Our Store Concepts

9

Casual Male Stores

•

Casual Male XL is the nation’s largest

specialty retailer of big & tall clothing with

401 full price stores and 65 outlet stores in

47 states

CT-10

DE-3

RI-1

MA-13

MD-13

NH-3

NJ-20

VT-1

4

2

10

55

5

29

10

4

23

12

3

5

5

2

20

8

10

2

11

1

4

2

6

33

19

3

5

25

5

1

8

39

13

7

8

1

1

1

3

Long term potential –

additional 100-130 more stores

10

Rochester

•

Targets the higher income consumer

within the big and tall market

–

$100,000 per year average salary

•

22 store locations in downtown

major metropolitan areas and

upscale suburbs

•

Average store size: 8,156 square ft

•

Average sales / square foot: $256

–

Stores carry higher-end designer

product

–

Average transaction size: $300

Rochester

* 1 London, United Kingdom

Ma-1

CT-1

DC-1

1

5

1

2

1

1

2

3

1

Locations

Hybrid Stores

12

Concept

The Hybrid store, as conceived, is a combination Casual

Male, Rochester store featuring the lifestyle sportswear

apparel wardrobe needs offered by Casual Male, but

with an added lifestyle of higher end fashion apparel

offered by Rochester and an enhanced Clothing section

featuring the quality and fashion of Rochester Clothing

and the price points of Casual Male clothing

13

Hybrids

•

Eliminated duplicative accessories/furnishings between combined

Rochester and Casual Male.

•

Good, better, best tiered offering with most of best coming from

Rochester’s good and better assortment.

•

Edited assortment for brands carried in both companies i.e. Polo, CK

Jeans.  Assortment will be merged presenting a broader range of price

points and looks without duplication

•

Store will be merchandised separately by brand except:

–

Denim will be presented as a combined shop

–

Sportswear will be presented by Brand

–

Clothing/Furnishings will be merchandised as a combined shop

–

Shoes will be set up as a service environment. 

14

OPERATIONAL MODELS

Full Service Tailoring

Full Service

Tailoring

No Tailoring Service

Offered

Tailoring

Leaning Towards Full

Service

Full Service

Semi Self Service

Service

Mid-High Moderate

High End

Moderate

Pricing

$45.00

$74.90

$32.10

Average Unit

Retail

9,045

8,156

3,515

Square Footage

Hybrid Store

Rochester

Casual Male

15

OAKBROOK, IL •

Existing Locations

16

OAKBROOK, IL •

Hybrid Store Front

17

TYPICAL HYBRID STORE LAYOUT PROPOSAL

18

TYPICAL HYBRID STORE SHOP IDENTITY

LIGHT WOOD vs. DARK WOOD

19

CMRG Comparable Sales Trend

-0.15

-0.1

-0.05

0

0.05

0.1

2005

2006

2007

2008

Q1

Q2

2009

20

Our Direct to Consumer Brands

CasualmaleXL.com

Rochesterclothing.com

Livingxl.com

BTDirect.com

ShoesXL.com

21

CMRG Internet Sales by Year

$0

$10,000,000

$20,000,000

$30,000,000

$40,000,000

$50,000,000

$60,000,000

2002

2003

2004

2005

2006

2007

2008

22

23

24

25

26

27

28

Obesity in Europe

•

135 million adults are affected by obesity

•

Many countries more than half the adult population is

overweight and 30% defined as clinically obese

•

In most European countries 1 in 4 children are obese

which is over 80 million children

29

Casual Male XL Loyalty Program Rewards

Current Program Performance:

•

2.2MM customers have been enrolled to date

•

Of the 1.43MM retail customers, 1.18 or 83% are

enrolled

•

83% of new customers captured in POS are being

enrolled

•

88% of transactions involved an XL Rewards member

•

Loyalty members average spend per transaction is

17% or $15 higher than non-members

•

March 2009 Launched Prestige XL rewards for highest

spending customers, spend over $1,000 per year

30

Forward Looking Statements:

This presentation contains certain forward-looking statements concerning the

Company's operations, performance, and financial condition. Such

forward-looking

statements are subject to various risks and uncertainties that could cause actual results

to differ materially from those indicated. Such risks and uncertainties may include, but

are not limited to: the failure to implement the Company's business plan for increased

profitability and growth in the Company's retail stores sales and direct-to-consumer

segments, the failure of management to develop the Company’s new direct to consumer

businesses, the failure of changes in management to achieve improvement in the

Company's competitive position, adverse changes in costs vital to catalog operations,

such as postage, paper and acquisition of prospects, declining response rates to catalog

offerings, failure to maintain efficient and uninterrupted order-taking and fulfillment in

our direct-to-consumer business, changes in or miscalculation of fashion trends,

extreme or unseasonable weather conditions, economic downturns, escalation of energy

costs, a weakness in overall consumer demand, increases in wage rates, the ability to

hire and train associates, trade and security restrictions and political or financial

instability in countries where goods are manufactured, increases

in raw material costs

from inflation and other factors, the interruption of merchandise flow from the

Company's centralized distribution facilities, competitive pressures, and the adverse

effects of natural disasters, war, acts of terrorism or threats of either, or other armed

conflict, on the United States and international economies. These, and other risks and

uncertainties, are detailed in the Company's filings with the Securities and Exchange

Commission, including the Company's Annual Report on Form 10-K for the fiscal year

ended January 31, 2009 filed on March 23, 2009 and other Company

filings with the

Securities and Exchange Commission. Casual Male assumes no duty to update or revise

its forward-looking statements even if experience or future changes make it clear that

any projected results expressed or implied therein will not be realized.