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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): May 22, 2003
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)
______________________________
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Description
99.1 Press Release announcing Casual Male Retail Group,
Inc.'s First Quarter Fiscal 2004 Results.
ITEM 9. Regulation FD Disclosure.
The information contained in this Current Report, which is intended to
be furnished under Item 12 ("Results of Operations and Financial Condition"),
is instead being furnished under Item 9 ("Regulation FD Disclosure") pursuant
to interim guidance issued by the Securities and Exchange Commission in
Release Nos. 33-8216 and 34-47583. As such, the information contained herein
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject
to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
On May 22, 2003, Casual Male Retail Group, Inc. (the "Company") issued
a press release announcing, among other things, results for the first quarter
of the Company's fiscal 2004. A copy of the press release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
The Company's press release, in addition to containing results that are
determined in accordance with accounting principles generally accepted in the
United States of America, also contains pro forma financial information, as
if the Company operated its Casual Male business for the first quarter of the
prior fiscal year. On May 14, 2002, during the second quarter of the prior
fiscal year, the Company completed the acquisition of substantially all of
the assets of Casual Male Corp. and certain of its subsidiaries for a
purchase price of approximately $170 million, plus the assumption of certain
operating liabilities. In view of the significance of the Casual Male
acquisition to the growth and future identity of the Company, pro forma
financial information for the Casual Male business is included in the
Company's press release.
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: May 22, 2003
For Information, Contact:
David A. Levin
President and Chief Executive Officer
Casual Male Retail Group, Inc.
(781) 828-9300
Dennis R. Hernreich
Executive Vice President, COO/CFO
Casual Male Retail Group, Inc.
(781) 828-9300
Jeff Unger
Vice President of Investor Relations
Casual Male Retail Group, Inc.
(561) 514-0115
CASUAL MALE RETAIL GROUP INC. ANNOUNCES FIRST QUARTER
FISCAL 2004 RESULTS
CANTON, MA (May 22, 2003) -- Casual Male Retail Group, Inc. (NASDAQ/NMS:
"CMRG"), retail brand operator of Casual Male Big & Tall, Levi's(r)/Dockers(r)
Outlet by Designs and EcKo Unltd.(r) outlet stores, today announced its
Operating results for the first quarter of fiscal 2004 which ended May 3, 2003.
These results include the effect, since May 14, 2002, of the Company's
acquisition of substantially all of the assets of Casual Male Corporation and
certain of its subsidiaries.
On a consolidated basis, for the first quarter of fiscal 2004, the Company
reported a net loss of approximately $2.8 million, or $0.08 per diluted share
($.05 per diluted share after giving effect to normalized tax rate), as compared
to a net loss of $1.8 million, or $0.12 per diluted share, for the first quarter
of fiscal 2003. Total sales from continuing operations for the first quarter of
fiscal 2004 were $99.7 million as compared to $32.3 million for the
corresponding period of the prior year. The Casual Male multi-channel business,
which includes its stores, catalog and e-commerce operations, contributed $72.8
million, or approximately 73%, of the Company's total sales for the first
quarter of fiscal 2004, while the former Design's outlet businesses contributed
the balance of 27% of the total sales. Comparable sales for the Casual Male
business decreased 5%, while total sales decreased 7.1%, on a pro-forma basis.
The Company's Casual Male business reported operating income for the first
quarter of fiscal 2004 of approximately $2.4 million. On a pro forma basis, as
if the Company owned Casual Male for the first quarter of the prior year, the
Casual Male business had an operating loss for the first quarter of the prior
year of approximately $0.4 million. The Company's Other Branded Apparel
business, which includes its Levi's(r)/Dockers(r) outlet stores and its growing
EcKo Unltd.(r) outlet stores, reported an operating loss for the first quarter
of fiscal 2004 of $2.2 million as compared to $2.1 million for the first quarter
of fiscal 2003. The Company's strategic plan to exit its Levi's(r)/Dockers(r)
business is still progressing as planned and as leases expire or lease
negotiations with landlords are reached, the Company will continue to close its
Levi's(r)/Dockers(r) outlet stores.
The table below reflects actual results for the Company for the first quarter of
fiscal 2004 and is compared to pro forma results for the first quarter of fiscal
2003 assuming that the Company's Casual Male acquisition had occurred on
February 3, 2002. The Company has included in the table the historical
operating results of the Casual Male business prior to the Company's
acquisition. These results have been prepared on a consistent basis with the
pro forma information presented in the Company's recent Form 10-K and Form 10-Q
filings. These prior year pro forma results do not include any adjustments for
the expected $20 to $25 million of cost savings and synergies expected to be
fully realized in future periods. The operating results of the Company's Other
Branded Apparel business, which includes its EcKo Unltd.(r) outlet stores,
primarily reflects the operating loss associated with the Levi's(r)/Dockers(r)
outlet stores which the Company is in the process of exiting:
Operating Results by Business Segment
- -------------------------------------
For the three months
ended: May 3, 2003 May 4, 2002 (pro-forma)
(in millions) Other Other
Casual Branded Casual Branded
Male Apparel Combined Male Apparel Combined
business business Company business business Company
---------------------------- ---------------------------
Sales $ 72.8 $ 26.9 $ 99.7 $ 78.4 $ 32.3 $ 110.7
Gross margin, net
Of occupancy costs 30.3 5.1 35.4 33.2 7.2 40.4
Gross margin rate 41.6% 19.0% 35.5% 42.4% 22.3% 36.5%
Selling, general and
Administrative 26.3 6.8 33.1 31.3 8.0 39.3
Depreciation and
Amortization 1.6 .5 2.1 2.3 1.3 3.6
-------- -------- -------- -------- -------- --------
Operating income
(loss) $ 2.4 $ (2.2) $ 0.2 $ (0.4) $ (2.1) $ (2.5)
David A. Levin, President and Chief Executive Officer of Casual Male Retail
Group, Inc., commented on the Company's first quarter performance, "Our belief a
year ago when we acquired the Casual Male business was that it had a strong and
stable sales base and its biggest problem was a bloated corporate overhead and
an infrastructure in disrepair. Although sales have been negatively impacted by
poor weather in the Northeast and the generally poor retail environment, the
decline in Casual Male sales of 5% for the past two quarters is also as a result
of merchandising issues. As I recently discussed during our web cast on May 8,
a replay of which is available on our website, we have not only commenced 8 key
initiatives to address Casual Male's merchandising deficiencies but also have
made management changes in the merchandise department. The initiatives to
address these deficiencies should begin to impact sales trends in the second
half of the year."
Dennis R. Hernreich, Executive Vice-President and Chief Financial Officer added,
"Although Casual Male's sales performance was below expectations, its strong
gross margin rate and the significant cost reductions have resulted in a
substantial improvement in operating profitability in the Casual Male business.
During our first year operating the Casual Male stores, we have been able to
reduced costs by $20 million on an annualized basis. The next twelve months we
will complete our system enhancements and expect to reach $25 million in
annualized cost savings. These $20 million in cost savings will continue to be
evident in Casual Male's operating results throughout the year."
CMRG, the largest retailer of big and tall men's apparel, operates 474 Casual
Male Big & Tall stores, Casual Male e-commerce site, Casual Male catalog
business, 82 Levi's(r)/Dockers(r) Outlet by Designs stores, and 11 EcKo Unltd(r)
outlet stores located throughout the United States and Puerto Rico. 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 that
set forth certain risks and uncertainties that may have an impact on future
results and direction of the Company. The Company does not report on its
progress during a quarter until after the quarter has been completed and its
results have been appropriately disclosed.
(Tables to follow)
CASUAL MALE RETAIL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
For the three months ended May 3, 2003 May 4, 2002
Sales $ 99,700 $ 32,317
Cost of goods sold including
Occupancy 64,328 25,111
---------- ---------
Gross profit 35,372 7,206
Expenses:
Selling, general and
administrative 33,151 8,054
Depreciation and amortization 2,062 1,281
---------- ---------
Total expenses 35,213 9,335
Operating income (loss) 159 (2,129)
Interest expense, net 2,885 354
---------- ---------
Loss from continuing operations
before minority interest and income
taxes (2,726) (2,483)
Minority interest (72) -
Benefit for income taxes - (1,053)
---------- ---------
Net loss from continuing operations (2,654) (1,430)
Loss from discontinued operations (101) (365)
---------- ---------
Net loss $ (2,755) $ (1,795)
========== =========
Net loss per share - basic and
diluted
Loss from continuing operations ($0.07) ($0.10)
Loss from discontinued operations ($0.00) ($0.03)
Net loss ($0.08) ($0.12)
Weighted-average number of common shares
outstanding:
Basic and diluted 35,754 14,576
CASUAL MALE RETAIL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
May 3, 2003 and February 1, 2003
(In thousands)
May 3, February 1,
2003 2003
ASSETS (unaudited)
---------- ----------
Cash and investments $ 4,454 $ 4,692
Inventories 104,013 103,222
Other current assets 15,614 9,689
Property and equipment, net 64,233 64,062
Goodwill and other intangibles 81,403 81,427
Other assets 3,766 3,853
----------- -----------
Total assets $ 273,483 $ 266,945
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable, accrued expenses
and other liabilities $ 63,323 $ 68,285
Notes payable 68,213 55,579
Long-term debt, net of current
Portion 51,280 50,996
Minority interest 2,079 1,018
Stockholders' equity 88,588 91,067
----------- ----------
Total liabilities and
stockholders' equity $ 273,483 $ 266,945
=========== ==========