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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): April 8, 2005
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 8.01 -OTHER EVENTS.
Casual Male Retail Group, Inc. (the "Company") is filing this Current Report
with the Securities and Exchange Commission in order to set forth in a readily
available document certain significant risks and uncertainties that are
important considerations to be taken into account in conjunction with
consideration and review of the Company's reports, registration statements,
information statements, press releases, and other publicly-disseminated
documents (including oral statements concerning Company business information
made on behalf of the Company) that include forward-looking information. A
discussion of such risks and uncertainties is attached as exhibit 99.1 hereto
and incorporated herein by reference.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
----------- -----------------------------------------------
99.1 Cautionary Statements Concerning Forward-Looking
Statements.
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: April 8, 2005
Exhibit 99.1
CAUTIONARY STATEMENTS CONCERNING FORWARD-LOOKING INFORMATION
Certain significant risks and uncertainties are important
considerations to be taken into account in conjunction with
consideration and review of Casual Male Retail Group, Inc.'s (the
"Company") reports, registration statements, information statements,
press releases, and other publicly-disseminated documents (including
oral statements concerning Company business information made on behalf
of the Company) that include forward-looking information. For purposes
of these Cautionary Statements, the terms "Casual Male," "the Company,"
"we," "our," and "us" refer to Casual Male Retail Group, Inc. and its
consolidated subsidiaries, unless otherwise specified.
The nature of forward-looking information is that such
information involves assumptions, risks and uncertainties. Certain
public documents of the Company and oral statements made by authorized
officers, directors, employees, agents and representatives of the
Company, acting on its behalf, may include forward-looking information
which will be influenced by assumptions, risks and uncertainties,
including, without limitation, those set forth below. Forward-looking
information requires management of the Company to make assumptions,
estimates, forecasts and projections regarding the Company's future
results as well as the future effectiveness of the Company's strategic
plans and future operational decisions. Forward-looking statements made
by or on behalf of the Company are subject to the risk that the
forecasts, projections, and expectations of management, or assumptions
underlying such forecasts, projections and expectations, may become
inaccurate. Accordingly, the Company's future financial positions, its
actual results of operations and the implementation of its plans and
operations may differ materially from forward-looking statements made
on behalf of the Company. In some cases, you can identify forward-
looking statements by terminology such as "may," "will," "could,"
"would," "should," "believe," "expect," "plan," "anticipate," "intend,"
"predict," "estimate" and "potential" and other expressions which
indicate future events and trends. The following discussion identifies
certain important factors that could affect the Company's financial
position, its actual results of operations, and its actions and could
cause the Company's financial position, its results of operations, and
its actions to differ materially from any forward-looking statements
made by or on behalf of the Company. Other factors, which are not
identified herein, could also have such an effect.
The following factors, among others, could cause our future
results to differ materially from historical or anticipated results:
* overall economic and business conditions;
* competitive factors in the industries in which we conduct our
business;
* changes in governmental regulation;
* the demand for our goods and services;
* the fact that our customers may cancel orders they have placed with
us, in whole or in part, without advance notice;
* changes in tax requirements, including tax rate changes, new tax
laws and revised tax law interpretations;
* changes in generally accepted accounting principles or
interpretations of those principles by governmental agencies and
self-regulatory groups;
* developments in and results of litigation;
* interest rate fluctuations, foreign currency rate fluctuations and
other capital market conditions;
* economic and political conditions in international markets,
including governmental changes and restrictions on the ability to
transfer capital across borders;
* changes in the cost of raw materials used in our business;
* the timing, impact and other uncertainties of acquisitions that we
may consider or consummate; and
* our ability to achieve anticipated synergies and other cost savings
in connection with such acquisitions.
These factors and the risk factors described in this document are
all of the important factors of which we are aware that could cause
actual results, performance or achievements to differ materially from
those expressed in any of our forward-looking statements. We operate in
a continually changing business environment, and new risk factors
emerge from time to time. Other unknown or unpredictable factors also
could have material adverse effects on our future results, performance
or achievements. We cannot assure you that projected results or events
will be achieved or will occur.
Risks Related to Our Company and Our Industry
Our ability to continue to expand our stores may be limited.
A large part of our growth has resulted from our acquisition of the
Casual Male business from Casual Male Corp. in May 2002 and our
acquisition of Rochester Big & Tall Clothing in October 2004 and the
increased sales volume and profitability provided by these acquisitions.
We will continue to depend on adding new stores to increase our sales
volume and profitability. We believe that our ability to increase the
number of stores in the United States and abroad substantially in excess
of the number of our current stores will be limited due to capital
constraints, market conditions and other factors. When we enter new
markets, we must:
* obtain suitable store locations in light of the local real estate
market conditions;
* hire and train personnel;
* establish distribution methods; and
* advertise our brand names and our distinguishing characteristics to
consumers who may not be familiar with us.
As a result of these and other factors, opening new stores is often
costly and entails significant risk. We cannot assure you that we will be
able to open and operate new stores on a timely and profitable basis. The
costs associated with opening new stores may negatively affect our
results of operations.
We may be unable to successfully predict fashion trends and customer
preferences.
Customer tastes and fashion trends are volatile and tend to change
rapidly. Our success depends in large part upon our ability to
effectively predict and respond to changing fashion tastes and consumer
demands and to translate market trends to appropriate saleable product
offerings. If we are unable to successfully predict or respond to
changing styles or trends and misjudge the market for products or any new
product lines, our sales will be lower and we may be faced with a
substantial amount of unsold inventory or missed opportunities. In
response, we may be forced to rely on additional markdowns or promotional
sales to dispose of excess, slow-moving inventory, which would decrease
our revenues and margins. In addition, the failure to satisfy consumer
demand could have serious longer-term consequences, such as an adverse
impact on our brand value and the loss of market share to our
competitors.
Our business is highly competitive, and competitive factors may reduce
our revenues and profit margins.
The United States men's big and tall apparel market is highly
competitive with many national and regional department stores, specialty
apparel retailers and discount stores offering a broad range of apparel
products similar to the products that we sell. Besides retail
competitors, we consider any manufacturer of big and tall merchandise
operating in outlet malls throughout the United States to be a
competitor. It is also possible that another competitor, either a mass
merchant or a men's specialty store or specialty apparel catalog, could
gain market share in men's big and tall apparel due to more favorable
pricing, locations, brand and fashion assortment and size availability.
The presence in the marketplace of various fashion trends and the limited
availability of shelf space also can affect competition. We may not be
able to compete successfully with our competitors in the future and could
lose brand recognition and market share. A significant loss of market
share would adversely affect our revenues and results of operations.
Our sales will decline if we do not successfully advertise and market our
products.
Our business is directly affected by the success or failure of our
advertising and promotional efforts and those of our vendors. Future
advertising efforts by us, our vendors or our other licensors may be
costly and may not result in increased sales. If we were to undertake a
major advertising campaign without success, then our failure to realize
any revenues from our advertising and promotional expenditures, together
with the possible adverse impact on our brand value and loss of market
share, would have a negative impact upon our revenues. In either case,
increased costs and decreased margins, accompanied by static or decreased
revenues, would cause a decline in our results of operations.
Our success significantly depends on our key personnel and our ability to
attract and retain additional personnel.
Our future success is dependent on the personal efforts,
performance and abilities of our key management. For example, the loss of
the services of David Levin, our President and Chief Executive Officer,
or Dennis Hernreich, our Chief Operating Officer and Chief Financial
Officer, each of whom is an integral part of our daily operations and are
primary decision makers in all our important operating matters, could
significantly impact our business until adequate replacements can be
identified and put in place. The loss of any of our senior management may
result in:
* a loss of organizational focus;
* poor operating execution;
* an inability to identify and execute potential strategic initiatives
such as joint venture and licensing opportunities;
* an impairment in our ability to identify new store locations; and
* an inability to consummate possible acquisitions.
These adverse results could, among other things, reduce potential
revenues, prevent us from diversifying our product lines and geographic
concentrations, and expose us to downturns in our markets. The loss of
those individuals as well as our chairman, Seymour Holtzman, who also has
many years of experience in the capital markets, could negatively impact
our ability to obtain additional debt or equity financing for our
operations or to refinance existing indebtedness, or the terms that might
be negotiated for such financing or refinancing. Those circumstances in
turn could ultimately result in a significant decline in profitability
and decline in our financial condition. The competition is intense for
the type of highly skilled individuals with relevant industry experience
that we require and we may not be able to attract and retain new
employees of the caliber needed to achieve our objectives.
We need to timely complete the implementation of our information systems
and control procedures.
We depend heavily upon technology and information systems to
control inventory, sales, markdowns, merchandise on hand and other
critical information. Any significant deficiencies in our management
information systems resulting in less than optimal systems performance
could have a negative impact upon our business. For example, since the
information systems provide vital information with respect to specific
merchandise sales at the SKU level, replenishment requirements to
maintain optimum inventory levels, and sell through data from which
markdown requirements are identified to most productively sell through
poor selling SKUs, if that information is not consistently provided on a
timely and accurate basis our sales could be severely impacted, or our
gross margins could be adversely affected.
We periodically review, improve and, under certain circumstances,
replace our technology and management information systems to provide
enhanced support to all operating areas. If such upgrades and
enhancements are not successfully implemented, then the current systems
may not be able to continue to support adequately our management
information requirements. Since 2002, we have been undergoing a
significant effort to replace our antiquated legacy systems, as part of
the process of integrating the historical Designs, Inc. and Casual Male
operations. It is critically important to the successful operation of our
business that the implementation of our systems integration process,
which entails the replacement, enhancement, or upgrade of all Casual
Male's vital former information systems, be completed within budget and
timely without disruption to our daily operations. During fiscal 2004, we
completed the system integration work to upgrade our merchandising
systems and also completed our conversion to a new distribution system.
To implement these initiatives, we spent approximately $4.1 million in
fiscal 2002, $4.0 million in fiscal 2003 and $6.7 million in fiscal 2004.
We anticipate that the second phase of the implementation, which includes
upgrading our existing point-of-sale and register systems and
implementing a Customer Relationship Management software system, will
require approximately 12 months to complete at a remaining cost of
$6.0 million,. If we are unable to complete these projects within budget
and on time, our operating results will suffer.
Our Rochester Big & Tall business currently is supported by out-dated
AS/400 applications. We plan to convert the Rochester Big & Tall
business to the Casual Male environment by the third quarter of fiscal
2005. The operations and profitability of our Rochester business is
dependent on the successful upgrade of these systems within our budgeted
time frame.
The loss of, or disruption in, our centralized distribution center could
negatively impact our business and operations.
All merchandise for our stores is received into our centralized
distribution center in Canton, Massachusetts, where the inventory is then
processed, sorted and shipped to our stores. We depend in large part on
the orderly operation of this receiving and distribution process, which
depends, in turn, on adherence to shipping schedules and effective
management of the distribution center. Although we believe that our
receiving and distribution process is efficient and well positioned to
support our expansion plans, we cannot assure you that events beyond our
control, such as disruptions in operations due to fire or other
catastrophic events, employee matters or shipping problems, would not
result in delays in the delivery of merchandise to our stores.
Although we maintain business interruption and property insurance,
we cannot assure you that our insurance will be sufficient, or that
insurance proceeds will be timely paid to us, in the event our
distribution center is shut down for any reason or if we incur higher
costs and longer lead times in connection with a distribution at our
distribution center.
We are dependent on third parties for the manufacture of the products we
sell.
We do not own or operate any manufacturing facilities and are
therefore entirely dependent on third parties for the manufacture of the
products we sell. Without adequate supplies of merchandise to sell to our
customers in the merchandise styles and fashions demanded by our
particular customer base, sales would decrease materially and our
business would suffer. Furthermore, approximately 70% of our merchandise
is branded merchandise made specifically for Casual Male and our
customers. In the event that manufacturers are unable or unwilling to
ship products to us in a timely manner or continue to manufacture
products for us, we would have to rely on other current manufacturing
sources or identify and qualify new manufacturers. We might not be able
to identify or qualify such manufacturers for existing or new products in
a timely manner and such manufacturers might not allocate sufficient
capacity to us in order to meet our requirements. Our inability to secure
adequate and timely supplies of private label merchandise would
negatively impact proper inventory levels, sales and gross margin rates,
and ultimately our results of operations.
In addition, even if our current manufacturers continue to
manufacture our products, they may not maintain adequate controls with
respect to product specifications and quality and may not continue to
produce products that are consistent with our standards. If we are forced
to rely on products of inferior quality, then our brand recognition and
customer satisfaction would be likely to suffer. These manufacturers may
also increase the cost to us of the products we purchase from them. If
our suppliers increase our costs, our margins may be adversely affected.
Should we experience significant unanticipated demand, we will be
required to significantly expand our access to manufacturing, both from
current and new manufacturing sources. If such additional manufacturing
capacity is not available on terms as favorable as those obtained from
current sources, then our revenues or margins, or both, will suffer.
In addition, a significant portion of our merchandise is directly
imported from other countries, and U.S. domestic suppliers who source
their goods from other countries supply most of our remaining
merchandise. If imported goods become difficult or impossible to bring
into the United States, due to tariffs, embargoes or other reasons and if
we cannot obtain such merchandise from other sources at similar costs,
then our sales, gross margins and profit margins would significantly
decline. Furthermore, in the event that commercial transportation is
curtailed or substantially delayed, we may not be able to maintain
adequate inventory levels of important merchandise levels on a consistent
basis, which would negatively impact our sales and potentially erode the
confidence of our customer base, leading to further loss of sales and an
adverse impact on our results of operations.
In extreme circumstances, it may be necessary to close less
productive stores so as to consolidate important merchandise categories
into our most productive stores, which would severely impact our results
of operations and cash flow.
Our results of operations will be adversely affected if our George
Foreman line of apparel is unsuccessful.
We have entered into exclusive endorsement and licensing
arrangements for a men's apparel and footwear line with George Foreman,
the well-known boxing personality. Under the terms of these arrangements,
we are obligated to make significant payments to Mr. Foreman regardless
of the success of these product lines, and we intend to incur significant
marketing costs in connection with the promotion of these product lines.
As a result of these expenditures, if sales from these product lines do
not meet our expectations our results of operations will be adversely
affected. Furthermore, we are subject to risks associated with having our
brand identified with a celebrity personality. If our customers do not
care for Mr. Foreman, or if these product lines are not successful, our
brand value will suffer.
The loss of any of our key trademarks or licenses could adversely affect
demand for our products.
We own and use a number of trademarks and operate under several
trademark license agreements. We believe that these trademarks have
significant value and are instrumental in our ability to create and
sustain demand for and to market our products. We cannot assure you that
these trademarks and licensing agreements will remain in effect and
enforceable or that any license agreements, upon expiration can be
renewed on acceptable terms or at all. In addition, any future disputes
concerning these trademarks and licenses may cause us to incur
significant litigation costs or force us to suspend use of the disputed
trademarks.
Our business is seasonal and is affected by general economic conditions.
Like most other retail businesses, our business is seasonal.
Historically, over 30% of our net sales have been made and approximately
70% of our operating income has been generated during November, December
and January. Like other retail businesses, our operations may be
negatively affected by local, regional or national economic conditions,
such as levels of disposable consumer income, consumer debt, interest
rates and consumer confidence. Any economic downturn might cause
consumers to reduce their spending, which could negatively affect our
sales. A sustained economic downturn would likely have an adverse affect
on our results of operations.
Acts of terrorism could negatively impact our operating results and
financial condition.
The continued threat of terrorism and heightened security measures
in response to an act of terrorism may disrupt commerce and undermine
consumer confidence which could negatively impact our sales by causing
consumer spending to decline. Furthermore, an act of terrorism or war, or
the threat thereof, could negatively impact our business by interfering
with our ability to obtain merchandise from vendors or substitute
suppliers at similar costs in a timely manner.
We face greater challenges in managing several brands in multiple
channels of distribution.
Several retailers have had problems executing a corporate strategy
aimed at operating multiple brands in multiple channels. We have
expertise in the outlet channel of distribution, but our acquisition of
Casual Male caused us to conduct operations in the specialty store and
internet channels of distribution. We are now also responsible for all
aspects of brand management with respect to the Casual Male brand, [as
well as the Rochester brand (?),] including advertising and promotion,
and the servicing and merchandising of private label merchandise. Under
our current operating model, this function is mostly the responsibility
of the branded manufacturer. If the managing of multiple brands within
multiple channels is poorly executed, we will not achieve our expected
level of profitability, and could ultimately be compelled to eliminate
the multiple brand strategy so that the organization may focus on a
single brand strategy.
A reduction in the size of our target market and shifts in customer
purchasing habits will adversely affect our sales.
As more and more food retailers begin to compete on the basis of
providing more healthy menus, and American popular culture becomes more
health conscious, the size of our target demographic could decrease,
resulting in lower sales. In addition, recent statistics have shown that
the overall levels of the men's apparel sales have been decreasing, in
part due to a lesser percentage of men's apparel being bought by women.
If this trend continues and we are unable to adjust our business model to
reflect the trend, our results of operations and cash flow will be
impacted.
Risks Related to Our Corporate Structure and Stock
Our stock price has been and may continue to be extremely volatile due to
many factors.
The market price of our common stock has fluctuated in the past and
may increase or decrease rapidly in the future depending on news
announcements and changes in general market conditions. Between January
31, 2003 and April 1, 2005, the closing price of our common stock
ranged from a low of $1.95 per share to a high of $10.56 per share. The
following factors, among others, may cause significant fluctuations in
our stock price:
* news announcements regarding quarterly or annual results of
operations;
* monthly comparable store sales;
* acquisitions;
* competitive developments;
* litigation affecting us; or
* market views as to the prospects of the retail industry generally.
Rights of our stockholders may be negatively affected if we issue any of
the shares of preferred stock which our Board of Directors has authorized
for issuance.
We have available for issuance 1,000,000 shares of preferred stock,
par value $.01 per share. Our Board of Directors is authorized to issue
any or all of this preferred stock, in one or more series, without any
further action on the part of stockholders. The rights of our
stockholders may be negatively affected if we issue a series of preferred
stock in the future that has preference over our common stock with
respect to the payment of dividends or distribution upon our liquidation,
dissolution or winding up.
State laws and our certificate of incorporation may inhibit potential
acquisition bids that could be beneficial to our stockholders.
We are subject to certain provisions of Delaware law, which could
also delay or make more difficult a merger, tender offer or proxy contest
involving us. In particular, Section 203 of the Delaware General
Corporation Law prohibits a Delaware corporation from engaging in certain
business combinations with any interested stockholder for a period of
three years unless specific conditions are met. In addition, certain
provisions of Delaware law could have the effect of delaying, deferring
or preventing a change in control of us, including, without limitation,
discouraging a proxy contest or making more difficult the acquisition of
a substantial block of our common stock. The provisions could also limit
the price that investors might be willing to pay in the future for shares
of our common stock.
Conversion of the Company's convertible notes could result in dilution
to holders of our common stock.
If the holders of the Company's convertible notes due 2024
convert such notes, we would be required to issue to such holders
approximately 9.39 million additional shares of common stock, which
would result in dilution to holders of our common stock.
Substantial leverage and debt service obligations may adversely affect
our cash flow.
At January 29, 2005, we had approximately $117.8 million of long-
term indebtedness. We may be unable to generate cash sufficient to pay
the principal of, interest on and other amounts due in respect of our
indebtedness when due. We may also obtain additional long-term debt,
working capital lines of credit and lease lines and borrow additional
amounts under our existing credit facility.
Our substantial leverage could have significant negative
consequences, including:
* increasing our vulnerability to general adverse economic and industry
conditions;
* limiting our ability to obtain additional financing;
* requiring the dedication of a portion of our expected cash flow from
operations to service our indebtedness, thereby reducing the amount of
our expected cash flow available for other purposes, including capital
expenditures;
* limiting our flexibility in planning for, or reacting to, changes in
our business and the industry in which we compete; and
* placing us at a possible competitive disadvantage relative to less
leveraged competitors and competitors that have better access to
capital resources.