SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 14, 2002 Commission File Number 0-15898
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)
-----------------
Item 7(b) of the Current Report on Form 8-K filed by Designs, Inc. (now known as
Casual Male Retail Group, Inc.) on May 23, 2002 and amended on May 23, 2002 and
June 14, 2002 is hereby amended to read in its entirety as follows:
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information
The following pro forma financial information is subject to revision, which
could have a significant impact on total assets, total liabilities and
stockholders' equity (deficit), depreciation and amortization, interest expense
and income taxes:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 4, 2002
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the
three months ended May 4, 2002
Unaudited Pro Forma Condensed Consolidated Statements of Operations for the
year ended February 2, 2002
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
The unaudited pro forma financial information included herein gives effect to
the Company's acquisition of Casual Male and to the financing transactions
completed by the Company as of May 14, 2002. The Unaudited Pro Forma Condensed
Consolidated Statements of Operations for the three months ended May 4, 2002 and
the year ended February 2, 2002 are based on historical data as reported by the
separate companies, and reflect adjustments prepared as if the acquisition had
occurred on February 4, 2001. The Unaudited Pro Forma Condensed Consolidated
Balance Sheet is based on historical data as reported by the separate companies,
and reflects adjustments prepared as if the acquisition had occurred on May 4,
2002.
The acquisition of Casual Male has been accounted for using the purchase method
of accounting. Accordingly, the assets acquired and liabilities assumed have
been recorded at their estimated fair values, with appropriate recognition given
to the Company's borrowing rates, accounting policies, and income taxes. The
Company's management does not expect that the final allocation of the purchase
price for the acquisition of Casual Male will differ materially from the
allocations used to prepare the unaudited pro forma financial information
presented herein.
The Unaudited Pro Forma Condensed Consolidated Financial Statements contained
herein (the "Statements") have been prepared based on available information,
using assumptions that the Company's management believes are reasonable. The
Statements do not purport to represent the actual financial position or results
of operations that would have occurred if the acquisition had occurred on the
dates specified. The Statements are not necessarily indicative of the results
that may be achieved in the future. The Statements do not reflect any
adjustments for the effect of certain operating synergies or expected cost
reductions that the Company may realize as a result of the acquisition. No
assurances can be given as to the amount of financial benefits, if any, that may
actually be realized as the result of the acquisition.
The assumptions used and adjustments made in preparing the Statements are
described in the Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Statements contained herein (the "Notes"), which should be read in
conjunction with the Statements contained herein. The Statements and related
Notes contained herein should be read in conjunction with the consolidated
financial statements and related notes of the Company included in its Annual
Report on Form 10-K for the year ended February 2, 2002 and the Company's
Quarterly Report on Form 10-Q for the period ended May 4, 2002, and the
consolidated financial statements and related notes of Casual Male included
above.
DESIGNS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
May 4, 2002
Historical
--------------------------
Casual Pro Forma Pro Forma
(In thousands) Designs, Inc. Male Corp. Adjustments Note 3 Combined
-------------- ----------- ----------- ------ -----------
ASSETS
Current assets:
Cash and cash equivalents $ -- $ 4,974 $ 161,004 a $ 190
(161,004) b
190 b
(4,974) c
Accounts receivable 278 4,500 1,870 b 2,148
(4,500) c
Inventories 69,273 -- 77,848 b 147,121
Deferred income taxes 1,082 -- -- 1,082
Prepaid expenses 3,012 778 5,887 b 8,899
(778) c
Assets held for sale -- 124,996 (124,996) c --
--------- --------- --------- ---------
Total current assets 73,645 135,248 (49,453) 159,440
Property and equipment, net of
accumulated depreciation and amortization 20,052 -- 65,474 b 85,526
Deferred income taxes 7,326 -- -- 7,326
Other assets 1,072 11 57,987 b 61,259
(11) c
2,200 a
--------- --------- --------- ---------
Total assets $ 102,095 $ 135,259 $ 76,197 $ 313,551
========= ========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ -- $ 35,263 $ 820 b $ 820
(35,263) c
Accounts payable 15,367 1,155 25,797 b 41,164
(1,155) c
Accrued expenses and other current liabilities 12,420 4,132 8,750 b 24,659
3,489 b
(4,132) c
Borrowings under revolver 33,641 45,268 30,155 a 63,796
(45,268) c
--------- --------- --------- ---------
Total current liabilities 61,428 85,818 (16,807) 130,439
Long-term debt, net of current portion (Note 5) -- -- 40,911 a 52,307
11,396 b
Liabilities subject to compromise -- 148,244 (148,244) c --
--------- --------- --------- ---------
Total liabilities 61,428 234,062 (112,744) 182,746
--------- --------- --------- ---------
Stockholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, on a histroical
basis none issued, on a pro forma basis 180,162
Series B preferred issued and assumed converted to Common Stock -- -- 2 a --
(2) d
Common stock, $0.01 par value, 50,000,000 shares
authorized, 17,622,000 historical shares and
37,018,000 pro forma shares issued at May 4, 2002 176 7,104 14 a 370
(7,104) c
180 d
Additional paid-in capital 56,237 121,534 92,122 a 146,181
(2,000) b
(121,534) c
(178) d
(Accumulated deficit) retained earnings (7,099) (227,441) 227,441 c (7,099)
Treasury stock, 3,040,000 shares at May 4, 2002 on
both a historical and pro forma basis (8,450) -- -- (8,450)
Note receivable from officer (197) -- -- (197)
--------- --------- --------- ---------
Total stockholders' equity 40,667 (98,803) 188,941 130,805
--------- --------- --------- ---------
Total liabilities and stockholders' equity $ 102,095 $ 135,259 $ 76,197 $ 313,551
========= ========= ========= =========
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended May 4, 2002
Historical
------------------------
Casual Pro Forma Pro Forma
(In thousands, except share data) Designs, Inc. Male Corp. Adjustments Note 4 Combined
------------ ---------- ------------ ------ ----------
Sales $ 36,441 $ 78,371 $ -- $ 114,812
Cost of goods sold including occupancy 28,448 35,494 9,715 a 73,657
--------- --------- --------- ---------
Gross profit 7,993 42,877 (9,715) 41,155
--------- --------- --------- ---------
Expenses:
Selling, general and administrative 9,077 37,904 (9,715) a 37,266
Reorganization costs -- 2,098 (2,098) b --
Depreciation and amortization 1,411 2,254 (554) c 3,111
--------- --------- --------- ---------
Total expenses 10,488 42,256 (12,367) 40,377
--------- --------- --------- ---------
Operating income (loss) (2,495) 621 2,652 778
Interest expense, net 353 2,546 158 d 3,057
--------- --------- --------- ---------
Income (loss) before income taxes (2,848) (1,925) 2,494 (2,279)
Provision (benefit) for income taxes (1,053) -- 1,053 --
--------- --------- --------- ---------
Net (loss) income $ (1,795) $ (1,925) $ 1,441 $ (2,279)
========= ========= ========= =========
Net loss per share - basic ($ 0.12) ($ 0.14) ($ 0.06)
Net loss per share - diluted ($ 0.12) ($ 0.14) ($ 0.06)
Weighted average number of common and preferred shares outstanding:
Basic 14,576 14,206 36,187
Diluted 14,576 14,206 36,187
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
DESIGNS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the fiscal year ended February 2, 2002
Historical
-------------------------
Casual Pro Forma Pro Forma
(In thousands, except share data) Designs, Inc. Male Corp. Adjustments Note 4 Combined
------------- ---------- ------------ ------ ----------
Sales $ 195,119 $ 430,807 $ (98,275) a $ 527,651
Cost of goods sold including occupancy 147,898 246,468 (48,693) a 345,673
--------- --------- --------- ---------
Gross profit 47,221 184,339 (49,582) 181,978
--------- --------- --------- ---------
Expenses:
Selling, general and administrative 39,743 190,585 (72,111) a 158,217
Reorganization costs -- 37,974 (35,574) b 2,400
Provision for impairment of assets -- 12,292 (12,292) b --
Depreciation and amortization 5,398 12,633 (5,832) c 12,199
--------- --------- --------- ---------
Total expenses 45,141 253,484 (125,809) 172,816
--------- --------- --------- ---------
Operating income (loss) 2,080 (69,145) 76,227 9,162
Interest expense, net 1,905 13,671 (1,363) d 14,213
--------- --------- --------- ---------
Income (loss) before income taxes 175 (82,816) 77,590 (5,051)
Provision (benefit) for income taxes
8,056 304 (304) 8,056
--------- --------- --------- ---------
Net (loss) income $ (7,881) $ (83,120) $ 77,894 $ (13,107)
========= ========= ========= =========
Net (loss) income per share - basic ($ 0.54) ($ 5.85) ($ 0.36)
Net (loss) income per share - diluted ($ 0.54) ($ 5.85) ($ 0.36)
Weighted average number of common and preferred shares
outstanding:
Basic 14,486 14,206 36,096
Diluted 14,486 14,206 36,674
See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.
DESIGNS, INC.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
1. Basis of Presentation
The unaudited pro forma financial information included herein gives effect to
the acquisition by Designs, Inc. (now known as Casual Male Retail Group, Inc)
(the "Company") of substantially all the assets Casual Male Corp. and certain of
its subsidiaries ("Casual Male"). The Unaudited Pro Forma Condensed Consolidated
Statements of Operations for the three months ended May 4, 2002 and the year
ended February 2, 2002 are based on historical data as reported by the separate
companies, and reflect adjustments prepared as if the acquisition had occurred
on February 4, 2001. The Unaudited Pro Forma Condensed Consolidated Balance
Sheet is based on historical data as reported by the separate companies, and
reflects adjustments prepared as if the acquisition had occurred on May 4, 2002.
The acquisition of Casual Male has been accounted for using the purchase method
of accounting. Accordingly, the assets acquired and liabilities assumed have
been recorded at their estimated fair values, with appropriate recognition given
to the Company's borrowing rates, accounting policies, and income taxes. The
Company's management does not expect that the final allocation of the purchase
price for the acquisition of Casual Male will differ materially from the
allocations used to prepare the unaudited pro forma financial information
presented herein.
2. Description of Acquisition
On May 14, 2002, the Company completed the acquisition of substantially all of
the operating assets of Casual Male, including the retail stores and the catalog
and e-commerce business, for a purchase price of approximately $170 million plus
the assumption of certain operating liabilities. The acquisition was pursuant to
an Asset Purchase Agreement entered into as of May 2, 2002 (the "Asset Purchase
Agreement") by and among Designs, Inc. and Casual Male. The Company was selected
as the highest and best bidder for the Casual Male assets at a bankruptcy court
ordered auction commencing May 1, 2002 and concluded on May 2, 2002. The U.S.
Bankruptcy Court for the Southern District of New York subsequently granted its
approval for the acquisition of Casual Male by the Company on May 7, 2002.
The Casual Male acquisition, along with the payment of certain related fees and
expenses, was completed with funds provided by: (i) approximately $30.2 million
in additional borrowings from the Company's amended three year $120.0 million
senior secured credit facility with the Company's bank, Fleet Retail Finance,
Inc. ("FRFI"), (ii) $15.0 million in a three year term loan with a subsidiary of
FRFI, (iii) proceeds from the private placement of $24.5 million principal
amount of 12% senior subordinated notes due 2007 together with detachable
warrants to acquire 1,715,000 shares of the Company's Common Stock, par value
$.01 per share ("Common Stock"), at an exercise price of $.01 per share, and
additional detachable warrants to acquire 1,176,471 shares of Common Stock at an
exercise price of $8.50 per share, (iv) $11.0 million principal amount of 5%
senior subordinated notes due 2007, (v) approximately $82.5 million of proceeds
from the private placement of approximately 1.4 million shares of Common Stock
and 180,162 shares of newly designated Series B Convertible Preferred Stock, par
value $0.01 per share ("Series B Preferred Stock") (equivalent to approximately
18.0 million shares of Common Stock, conditioned upon shareholder approval for
conversion), and (vi) the assumption of a mortgage note in the principal amount
of approximately $12.2 million.
On August 8, 2002, at the Company's Annual Meeting of Stockholders, the
stockholders approved the convertibility of the Series B Preferred Stock and the
exercisability of certain such warrants. Accordingly, on August 8, 2002, the
180,162 shares of Series B Preferred Stock was automatically converted into
18,016,200 shares of Common Stock and the warrants became immediately
exercisable, subject to certain rights to require registration under the
Securities Act of 1933, as amended.
3. Pro Forma Adjustments as of May 4, 2002
The pro forma adjustments to the unaudited pro forma condensed consolidated
balance sheet reflect the purchase of Casual Male and the allocation of the pro
forma purchase price to the acquired assets and the assumed liabilities based on
the preliminary estimate of their fair market value at the date of acquisition.
a) The adjustment reflects the funds raised in connection with the Casual
Male acquisition, as follows (in thousands):
$ 30,155 Borrowings under a senior secured credit facility with
FRFI.
15,000 Term loan with a subsidiary of FRFI, Back Bay Capital.
11,000 Principal amount of 5% senior subordinated notes.
24,500 Principal amount of 12% senior subordinated notes, and
the issuance of warrants to purchase 1,715,000 shares
of Common Stock at an exercise price of $.01 per share.
In addition, $10.0 million of the $24.5 million senior
subordinated notes were issued together with additional
detachable warrants to acquire 1,176,471 shares at an
exercise price of $8.50 per share. Of the total funds
of $24.5 million, approximately $9.6 million has been
assigned to the value of the warrants and accordingly
are reflected in additional paid in capital. See note 5
below for additional discussion regarding the
valuation.
82,549 Gross proceeds from the private placement of
approximately 1.4 million shares of Common Stock and
180,162 shares of Series B Preferred Stock.
( 2,200 ) Deferred financing fees paid in connection with
financing
---------
$ 161,004 Total funds raised in connection with Acquisition
=========
b) The adjustment reflects the consummation of the acquisition, including
payment to the Casual Male Corp. for certain assets held for sale and
the accrual for estimated transaction costs. The adjustment also
reflects the allocation of the purchase price, as follows:
(In thousands)
Cash paid to Casual Male Corp. $ 161,004
Debit (Credit)
Cash and cash equivalents $ 190
Accounts receivable 1,870
Merchandise inventory 77,848
Prepaid expenses 5,887
Property and equipment 65,474
Other assets 6,659
Casual Male trademark 29,544
Customer lists 1,600
Goodwill 20,184
Accounts payable (25,797)
Accrued expenses and other current liabilities (3,489)
Accrual for estimated transaction and severance costs (8,750)
(1)
-------------
Additional paid in capital for offering costs (1) 2,000
-------------
Mortgage note (12,216)
-------------
Estimated fair value of net assets acquired $ 161,004
-------------
(1) Included in the accrual for transaction costs is offering costs of $2.0
million, which are reflected as a reduction of equity. In connection with
the equity financing, the Company also issued warrants to purchase 500,000
shares of the Company's common stock at an exercise price of $4.25 per
share. The Company has recorded the fair value of these warrants of $1.3
million, which was calculated utilizing the Black Scholes model, as a equity
financing cost and therefore the impact of these warrants in stockholder's
equity is net zero.
c) Adjustments reflect the elimination of the assets and liabilities which were
on Casual Male Corp.'s balance sheet at historical cost, including the
assets held for sale which were then reclassed based on the allocation of
purchase price as shown above.
d) Assumes that the 180,162 shares of Series B Convertible Preferred Stock was
converted to 18,016,200 shares of Common Stock. The Series B Convertible
Preferred Stock automatically converted to Common Stock on August 8, 2002 at
the Company's Annual Meeting of Stockholders. Since the value of the Series
B Convertible Preferred Stock equaled the value of the assumed converted
shares of Common Stock on the date of the transaction, no value was assigned
to the conversion feature.
4. Pro Forma Adjustments for the Three Months Ended May 4, 2002 and the Fiscal
Year Ended February 2, 2002
The pro forma adjustments to the unaudited pro forma condensed consolidated
income statement reflect the purchase of Casual Male and the conforming of
Casual Male's financial statement presentation to that of the Company.
a) The adjustment is intended to reflect the pro forma results of the Statement
of Operations on a continuing basis and include adjustments for the
following:
i) elimination of the operations of the Casual Male Corp. Work n' Gear
business sold to Sandy Point LLC effective May 4, 2002; and
ii) non-continuing sales, cost of goods sold and selling, general and
administrative costs associated with closing 134 stores.
Cost of
Three Months Ended May 4, 2002 Sales Sales SG&A
---------- --------- ----------
Reclassification of occupancy expense (1) - 9,715 (9,715)
---------- --------- ----------
Total adjustment $ - 9,715 (9,715)
========== ========= ==========
Cost of
Year Ended February 2, 2002 Sales Sales SG&A
---------- --------- ----------
Work n' Gear operations $ (53,970) (33,842) (24,650)
Store closures (44,305) (40,425) (21,887)
Subtotal (98,275) (74,267) (46,537)
---------- --------- ----------
Reclassification of occupancy expense (1) - 38,120 (38,120)
---------- --------- ----------
Reclassification of cost of sales (1) - (12,546) 12,546
---------- --------- ----------
Total adjustment $ (98,275) (48,693) (72,111)
========== ========= ==========
(1) Historical occupancy expenses for Casual Male are reclassified from
selling, general and administrative expenses to cost of goods sold to
conform to the Company's presentation. In addition, certain overhead
costs included in the historical cost of goods sold of Casual Male are
reclassified to selling, general and administrative expenses to conform
to the Company's presentation.
b) The adjustment reflects the elimination of reorganization costs and
provision for impairment of assets. As discussed in Note 1 to the
Consolidated Financial Statements of Casual Male Corp. and subsidiaries,
during fiscal 2002, Casual Male Corp. recorded reorganization costs totaling
$38.0 million, of which $35.6 million related directly to store closings
which were not part of the assets acquired by the Company. Also, Casual Male
Corp. recorded a provision in the amount of $12.3 million related solely to
the impairment of assets of its Work n' Gear business. Accordingly, the
Company has recorded an adjustment to eliminate the $35.6 million
restructuring charges and the $12.3 million of impairment charges. The $2.1
million adjustment in the quarter ended May 4, 2002 related to store
closings, which were not part of the assets acquired by the Company.
c) Depreciation and amortization expense was adjusted to reflect the fair
market revaluation of Casual Male property and equipment, as well as the
amortization of the deferred financing costs over a 3-year period. In
addition, depreciation expense was adjusted for the Casual Male Corp. stores
closed during the year ended February 2, 2002. The corporate headquarters
building located in Canton, Massachusetts is depreciated over a 30-year
remaining useful life and the average remaining useful life of stores
purchased in the acquisition is 7 years.
d) Interest expense was adjusted to reflect debt levels and varied rates of
interest on debt used to acquire the assets of Casual Male, including the
amortization of the warrants issued in connection with the financing of the
acquisition. Specifically, interest expense was estimated using the
following assumptions:
Aver. Borrowings Estimated Interest
Outstanding Rate- Annualized
Borrowings under revolver $70.0 million **
Term loan with FRFI 15.0 million 18.0%
5% senior subordinated notes 11.0 million 5.0%
12% senior subordinated notes 24.5 million 12.0%
Mortgage note 12.0 million 9.0%
Amortization of warrants 9.6 million n/a
** Variable rate debt; the Company applied its historical average interest
rate which it incurred on its variable debt during fiscal 2002 and for the
first quarter of fiscal 2003. At the option of the Company, borrowings under
its revolver bear interest at the Fleet National Bank's prime rate or at
LIBOR plus 2% rates. For fiscal 2002 the average variable rate used was 6.1%
and for the first quarter ended May 4, 2002 the average variable rate was
4.5%.
5. Pro Forma Long-term Debt
Pro forma long-term debt as of May 4, 2002 was comprised of the following:
(In thousands)
12% senior subordinated notes due 2007 (a) $ 14,911
Term loan (b) 15,000
5% senior subordinated notes due 2007 11,000
Mortgage note (c) 12,216
---------
Total long-term debt 53,127
Less: current portion of mortgage note (820)
---------
Long-term debt, less current portion $ 52,307
=========
a) The principal amount of the 12% senior subordinated notes of $24.5 million
is net of warrants to purchase 1,715,000 shares of Common Stock at an
exercise price of $.01 per warrant, and additional detachable warrants to
acquire 1,176,471 shares of Common Stock at an exercise price of $8.50 per
share. The Company determined that the warrants with an exercise of $0.01
had a fair value of
approximately $4.24, which was equal to the price, less the $0.01 exercise
price, at which Common Stock was sold on the date of the transaction. The
warrants with an exercise price of $8.50 per share were assigned a value,
utilizing the Black Scholes model, of $1.97 per share. The total value of
the warrants of $9.6 million will be amortized over the five-year term of
the notes as interest expense.
b) The three-year term loan includes a 12% coupon, 3% paid-in-kind, and 3%
annual commitment fee, for a total annual yield of 18%.
c) The mortgage note is payable in equal monthly installments of principal and
interest over its remaining term of 10 years and bears interest at 9.0%.
6. Pro Forma Net Income (Loss) Per Share
Pro forma basic earnings per share for the three months ended May 4, 2002 and
the year ended February 2, 2002 assumes that 1,379,310 new shares of Common
Stock were issued and outstanding, the Series B Preferred Stock was converted to
18,016,200 shares of Common Stock and certain warrants were fully exercised for
2,215,000 shares of Common Stock on February 3, 2002 and February 4, 2001,
respectively. Pro forma diluted earnings per share is determined by giving
effect to the exercise of stock options and warrants using the treasury stock
method.
Reconciliation of Pro Forma Weighted Average Common Shares Outstanding
- ----------------------------------------------------------------------
For the three months ended May 4, 2002 Historical adjustment Pro forma
- --------------------------------------------------------------------------------------
Preferred Stock, $0.01 par value -- -- --
Common Stock, $0.01 par value: 17,616 19,395 (a) 37,011
Treasury Stock (3.040) -- (3,040)
Warrants:
$0.01 exercise price -- 1,715 1,715
$4.25 exercise price -- 500 500
$8.50 exercise price -- -- (b) --
- --------------------------------------------------------------------------------------
Total Weighted Average Common Shares Outstanding 14,576 21,610 36,186
======================================================================================
For the fiscal year ended February 2, 2002 Historical adjustment Pro forma
- --------------------------------------------------------------------------------------
Preferred Stock, $0.01 par value -- -- --
Common Stock, $0.01 par value: 17,526 19,395 (a) 36,921
Treasury Stock (3,040) -- (3,040)
Warrants:
$0.01 exercise price -- 1,715 1,715
$4.25 exercise price -- 500 500
$8.50 exercise price -- -- (b) --
- --------------------------------------------------------------------------------------
Total Weighted Average Common Shares Outstanding 14,486 21,610 36,096
======================================================================================
(a) Includes the issuance of 1,379,310 shares of newly issued Common Stock
and also assumes the conversion of 180,162 shares of Series B Preferred
Stock to 18,016,200 shares of Common Stock.
(b)Warrants to purchase shares of Common Stock with an exercise price of
$8.50 per share, which were assumed fully exercisable, were excluded from
basic weighted average of common shares outstanding because the exercise
price was greater than the average market price of the Common Stock for the
respective periods.
Three Months
Ended Year Ended
(In thousands) May 4, 2002 February 2, 2002
------------ ---------------
Basic weighted-average common shares
outstanding 36,187 36,096
Stock options, excluding anti-dilutive
options of 764 shares for the three
months ended May 4, 2002 -- 578
------ ------
Diluted weighted-average shares outstanding 36,187 36,674
====== ======
Options to purchase shares of Common Stock, par value $.01 per share, of
178,350 and 933,900 for the three months ended May 4, 2002 and the year
ended February 2, 2002, respectively, and warrants to purchase 1,176,471
shares of Common Stock at an exercise price of $8.50 per share, were assumed
outstanding during the respective periods but were not included in the
computation of diluted earnings per share because the exercise price of the
options was greater than the average market price of the Common Stock for
the period reported.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CASUAL MALE RETAIL GROUP, INC.
Date: September 11, 2002
By: /s/ Dennis R. Hernreich
-----------------------------
Name: Dennis R. Hernreich
Title: Senior Vice President and
Chief Financial Officer