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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 11-K

 

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(Mark one)

x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

or

 

¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 0-15898

 

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CASUAL MALE RETAIL GROUP, INC. 401(K) SALARIED SAVINGS PLAN

(Full title of the plan)

CASUAL MALE RETAIL GROUP, INC.

555 Turnpike Street

Canton, Massachusetts 02021

(Name of issuer of the securities held pursuant to the plan and the address

of its principal executive office)

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

Financial Statements and Supplemental Schedules

Year ended December 31, 2005

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Report of Independent Registered Public Accounting Firm		1
Statements of Net Assets Available for Benefits as of December 31, 2005 and 2004		2
Statement of Changes in Net Assets Available for Benefits For the Year Ended December 31, 2005		3
Notes to Financial Statements		4
Supplementary Information
Schedule H, Line 4i – Schedule of Assets Held for Investment Purposes at End of Year (December 31, 2005)		10
Schedule G, Part III – Schedule of Nonexempt Transactions For the Year Ended December 31, 2005		11

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Report of Independent Registered Public Accounting Firm

To Plan Administrator and Participants

Casual Male Retail Group, Inc.

401(k) Salaried Savings Plan

We have audited the accompanying statement of net assets available for benefits of the Casual Male Retail Group, Inc. 401 (k) Salaried Savings Plan as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2005 and 2004, and the changes in its net assets available for benefits for the year ended December 31, 2005, in conformity with accounting principles generally accepted in the United States.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes at end of year (December 31, 2005) and nonexempt transactions for the year ended December 31, 2005 are presented for the purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. These supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Mahoney Cohen & Company, CPA, P.C.

New York, NY

June 12, 2006

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

Statements of Net Assets Available for Benefits

December 31, 2005 and 2004

 

		December 31
		2005			2004
Assets
Investments, at fair value (Notes 2 and 3)		$	18,714,735		$	18,664,338
Participant loans receivable			576,991			596,845
Total investments			19,291,726			19,261,183
Receivables:
Employee contributions			—			10,860
Employer contributions			508,016			497,467
Total receivables			508,016			508,327
Total Assets			19,799,742			19,769,510
Liabilities
Excess deferred compensation contributions (Note 6)			58,103			—
Net assets available for benefits		$	19,741,639		$	19,769,510

See accompanying notes to financial statements.

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2005

 

Additions
Net appreciation in fair value of investments (Note 3)		$	344,251
Interest and dividend income			687,187
Transfers into the Plan (Note 1)			172,911
			1,204,349
Contributions:
Employee			1,446,315
Employer			508,016
Rollovers			33,709
			1,988,040
Total additions			3,192,389
Deductions
Benefits paid directly to participants			3,059,311
Administrative Fees			6,334
Transfers out of the Plan (Note 1)			154,615
Total Deductions			3,220,260
Net decrease			(27,871	)
Net assets available for benefits at beginning of year			19,769,510
Net assets available for benefits at end of year		$	19,741,639

See accompanying notes to financial statements.

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

Notes to Financial Statements

December 31, 2005

Note 1- Description of the Plan

The following description of Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan covering certain eligible employees of the Casual Male Retail Group, Inc. (the Company). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Eligibility

All regular, full-time (as defined in the Plan) salaried employees of the Company who have completed six months of employment and are at least 21 years of age are eligible to participate in the Plan. After completing age and service requirements, the employee can enter the Plan on the first day of any subsequent month.

As participants change positions at the Company, they may change from hourly to salary status or vice versa. Assets transferred to the Casual Male Retail Group, Inc. 401(k) Hourly Savings Plan during the year ended December 31, 2005 were $154,615. Assets transferred from the Casual Male Retail Group, Inc. 401(k) Hourly Savings plan during the year ended December 31, 2005 were $172,911.

Contributions

Each year, participants may contribute from 1% to 80% of pretax annual compensation as defined in the Plan, subject to the provisions of ERISA. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.

The employer matching contribution is discretionary at the option of the Company’s Board of Directors. For the year ended December 31, 2005, the Company’s matching contribution was 50% up to the first 6% of compensation that a participant contributed to the Plan.

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

Notes to Financial Statements (continued)

Note 1 - Description of the Plan (continued)

Participants’ Accounts

Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution, and plan earnings. Forfeitures available to reduce future Company matching contributions at December 31, 2005 were $12,547. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after three years of credited service (no service requirement prior to January 1, 2003).

Investment Options

Upon enrollment in the Plan, a participant may direct their elective contribution into mutual funds, common stock or common collective trust funds that are offered by the Plan.

Participants may change their investment options at any time.

Participant Loans

Participants may borrow the lesser of $50,000 reduced by the individual’s highest outstanding loan balance during the preceding twelve months or 50% of the individual’s vested balance with a minimum of $1,000 per loan. All loans are required to be repaid within five years of the loan unless the purpose of the loan is the purchase of a primary residence. Loans are secured by the balance in the participant’s account. Other restrictions, as specified in the Plan agreement, may apply to a participant’s loan transaction. Interest rates range from 5% to 10.5% at December 31, 2005. Principal and interest is paid ratably through payroll deductions.

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

Notes to Financial Statements (continued)

Note1- Description of the Plan (continued)

Payment of Benefits

On termination of service for any reason, a participant shall receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account, if the vested interest is $5,000 or less. If the participant’s vested interest is over $5,000, the participant may elect to receive payment in a lump-sum amount or installments paid over a certain number of years selected by the participant.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a plan termination, participants will become 100% vested in their accounts.

Note 2- Summary of Significant Accounting Policies

Basis of Accounting

The financial statements have been prepared on the accrual basis of accounting.

Investment Valuation

Investments are stated at fair value. Mutual funds and common stock are stated at fair value which equals the quoted market price on the last business day of the Plan year. The fair value of participation units owned by the Plan in the common collective trust fund is based on the redemption value of the funds on the last business day of the Plan year. Participant loans are valued at their outstanding balances, which approximate fair value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

Notes to Financial Statements (continued)

Note 2- Summary of Significant Accounting Policies (continued)

Payment of Benefits

Benefits are recorded when paid.

Note 3- Investments

During 2005, the Plan’s investments (including investments purchased, sold as well as held during the year) appreciated (depreciated) in fair value as follows:

 

		Net Appreciation (Depreciation) in Fair Value of Investments
Mutual funds		$	248,097
Common collective trusts			121,284
Common Stock			(25,130	)
		$	344,251

Investments that represent 5% or more of the Plan’s net assets available for benefits is as follows:

 

		December 31
		2005						2004
Putnam Stable Value Fund		$	4,662,221		23.6	%		$	5,023,182		25.4	%
Putnam S&P 500 Fund			2,987,527		15.1	%			3,659,361		18.5	%
The George Putnam Fund of Boston			2,799,100		14.2	%			2,984,379		15.1	%
American Funds Growth Fund of America Class			1,617,559		8.2	%			—
PIMCO Total Return Adm			1,220,039		6.2	%			—
Putnam Voyager Fund			—		—				1,695,865		8.5	%
		$	13,286,446		67.3	%		$	13,362,787,		67.5	%

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

Notes to Financial Statements (continued)

Note 4 - Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

Note 5 - Income Tax Status

The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated August 9, 2002 stating that the form of the plan is qualified under Section 401 of the Internal Revenue Code and, therefore, the related trust is tax-exempt. In accordance with Revenue Procedure 2002-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.

Note 6 – Excess Deferred Compensation Contributions

Excess contributions to the Plan for the year ended December 31, 2005 were approximately $58,103. The Company returned the excess contribution to the participants on March 14, 2006.

Note 7 – Nonexempt Transactions

During the year ended December 31, 2005, approximately $123,000 of participants’ contributions was not deposited on a timely basis. The Company corrected the administrative problem which caused the late deposits, so that participants’ contributions can be deposited on a timely basis. The Company paid participants an earnings correction for the earnings lost on their deposits.

 

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Supplemental Schedules

 

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Schedule H, Line 4i – Schedule of Assets Held For Investment Purposes at End of Year

(December 31, 2005)

 

Identity of Issue, Borrower, Lessor, or Similar Party		Description of investment including maturity date, rate of interest, collateral, par, or maturity value		Shares/Units		Current Value
Commingled funds held through Putnam Investments:
		*Putnam Stable Value Fund		4,662,221		$	4,662,221
		*Putnam S&P 500 Fund		93,185			2,987,527
Mutual funds held through Putnam Investments:
		*The George Putnam Fund of Boston		156,200			2,799,100
		*Putnam International Equity Fund		33,189			867,221
		Hotchkis & Wiley Large Cap Value Fund		36,369			848,849
		Victory Diversified Stock Fund		16,492			279,375
		Ariel Fund		8,211			411,113
		American Funds Growth Fund of America Class		53,035			1,617,559
		MSIF Small Company Growth Fund		23,799			292,962
		Janus Mid Cap Value Fund		27,153			606,050
		Columbia Acorn Fund		14,791			407,797
		Artisan Mid Cap Fund		17,777			549,651
		Pimco Total Return Adm		116,194			1,220,039
		Dodge & Cox International Fund		6,589			230,803
		*Putnam Retirementready Maturity		198			11,232
		*Putnam Retirementready 2010 Fund		466			27,145
		*Putnam Retirementready 2015 Fund		2,713			176,351
		*Putnam Retirementready 2020 Fund		652			42,515
		*Putnam Retirementready 2025 Fund		1,180			84,202
		*Putnam Retirementready 2030 Fund		928			62,976
		*Putnam Retirementready 2035 Fund		216			14,831
		*Putnam Retirementready 2040 Fund		837			58,753
		*Putnam Retirementready 2045 Fund		774			54,405
		*Casual Male Retail Group, Inc – Common Stock		65,589			402,060
*Participant loans		5.0% - 10.5%					576,991
						$	19,291,726

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*	Indicates party-in-interest to the Plan.

 

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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan

EIN: 04-2623104/Plan Number: 004

Schedule G, Part III – Schedule of Nonexempt Transactions

(For the year ended December 31, 2005)

 

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Identity of party involved

Relationship to plan, employer or other party- in-interest

Description of transactions including maturity date, rate of interest, collateral, par or maturity value

Purchase Price

Selling Price

Lease Rental

Expenses incurred in connection with transaction

Cost of asset

Current value of asset

Net gain or (loss) on each transaction

Casual Male Retail Group Inc.

Plan Sponsor

Participant contributions of $123,000 were not deposited with the custodian on a timely basis

 

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Index to Exhibits

 

23.1		Consent of Independent Registered Public Accounting Firm
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes –Oxley Act of 2002

 

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Signatures

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

June 23, 2006

 

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8, Reg. No. 333-112218) pertaining to the Casual Male Retail Group, Inc. 401 (k) Salaried Savings Plan of Casual Male Retail Group, Inc of our report dated June 12, 2006, with respect to the financial statements and schedules of the Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan included in this Annual Report on (Form 11-K) for the year ended December 31, 2005.

/s/ Mahoney Cohen & Company, CPA, P.C

New York, New York

June 23, 2006

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906

Of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report on Form 11-K of the Casual Male Retail Group, Inc. 401(k) Salary Saving Plan (the “Plan”) for the period ending December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dennis R. Hernreich, Executive Vice President, Chief Financial Officer, Chief Operating Officer of Casual Male Retail Group, Inc., the Plan Administrator, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)

The Report fully complies with the requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

 

(2)

The information contained in the Report fairly presents, in all material respects, the net assets available for benefits, and changes in net assets available for benefits of the Plan.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Casual Male Retail Group, Inc. and will be retained by Casual Male Retail Group, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

June 23, 2006