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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark one)
| x | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004
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
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 Schedule
Year ended December 31, 2004
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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, 2004 , and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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 audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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 audit provides 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 at December 31, 2004 and the changes in its net assets available for benefits for the year ended December 31, 2004, in conformity with accounting principles generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held at end of year (as of December 31, 2004) and nonexempt transactions for the year ended December 31, 2004 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 audit 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 10, 2005
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Report of Independent Registered Public Accounting Firm
The 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, 2003. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003, in conformity with U.S. generally accepted accounting principles.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
October 5, 2004
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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and 2003
| December 31 | ||||||
| 2004 |
2003 | |||||
| Assets |
||||||
| Investments, at fair value |
$ | 19,261,183 | $ | 17,969,893 | ||
| Receivables: |
||||||
| Employee contributions |
10,860 | 49,321 | ||||
| Employer contributions |
497,467 | 499,920 | ||||
| Total receivables |
508,327 | 549,241 | ||||
| Net assets available for benefits |
$ | 19,769,510 | $ | 18,519,134 | ||
See accompanying notes.
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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2004
| Additions |
|||
| Net appreciation in fair value of investments |
$ | 875,762 | |
| Interest and dividend income |
412,609 | ||
| Net Transfers |
107,673 | ||
| 1,396,044 | |||
| Contributions: |
|||
| Employee |
1,536,863 | ||
| Employer |
497,467 | ||
| Rollovers |
80,149 | ||
| 2,114,479 | |||
| Total additions |
3,510,523 | ||
| Deductions |
|||
| Benefits paid directly to participants |
2,260,147 | ||
| Net increase |
1,250,376 | ||
| Net assets available for benefits at beginning of year |
18,519,134 | ||
| Net assets available for benefits at end of year |
$ | 19,769,510 | |
See accompanying notes.
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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan
Notes to Financial Statements
December 31, 2004
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 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 of 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 transferring in during 2004 from the Casual Male Retail Group, Inc. 401(k) Hourly Savings Plan amounted to $107,673, net.
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, 2004, the Company 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)
December 31, 2004
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 a pro rata allocation of investment gains or losses. Forfeitures available to reduce future Company matching contributions at December 31, 2004 were $2,230. 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 percent 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 various investment options 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. 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. 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)
December 31, 2004
1. Description of the Plan (continued)
Payment of Benefits
On termination of service, or upon death, disability or retirement, a participant may receive a lump sum amount equal to the vested value of his or her account, or elect to receive alternative benefit payments as described in the plan document.
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.
2. Summary of 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 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 are 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.
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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan
Notes to Financial Statements (continued)
December 31, 2004
2. Summary of Accounting Policies (continued)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
3. Investments
During 2004, the Plan’s investments (including investments purchased, sold as well as held during the year) appreciated in fair value as follows:
| Net Appreciation in Fair Value of Investments | |||
| Mutual funds |
$ | 507,526 | |
| Common collective trusts |
368,236 | ||
| $ | 875,762 | ||
The fair value of individual investments that represent 5% or more of the Plan’s net assets available for benefits is as follows:
| December 31 | ||||||
| 2004 |
2003 | |||||
| Putnam Stable Value Fund |
$ | 5,023,182 | $ | 5,078,517 | ||
| Putnam S&P 500 Fund |
3,659,361 | 3,680,424 | ||||
| The George Putnam Fund of Boston |
2,984,379 | 2,684,826 | ||||
| Putnam Voyager Fund |
1,695,865 | 1,765,869 | ||||
| Putnam U.S. Government Income Trust Fund |
— | 1,046,452 | ||||
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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan
Notes to Financial Statements (continued)
December 31, 2004
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.
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.
6. Excess Deferred Compensation Contributions
Excess contributions to the Plan for the year ended December 31, 2004 were approximately $7,000. The Company returned the excess contribution to the participants in May 2005, and the amount will be included in distributions for the year ending December 31, 2005.
7. Nonexempt Transactions
During the year ended December 31, 2004, approximately $111,000 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.
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Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan
EIN: 04-2623104/Plan Number: 004
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2004
| Identity of Issue, |
Description of investment including maturity date, rate of interest, collateral, par, or maturity value |
Shares |
Current Value | ||||
| Commingled funds held by Putnam Investments: | |||||||
| *Putnam Stable Value Fund | 5,023,182 | $ | 5,023,182 | ||||
| *Putnam S&P 500 Fund | 119,353 | 3,659,361 | |||||
| Mutual funds held through Putnam Investments: | |||||||
| *The George Putnam Fund of Boston | 165,248 | 2,984,379 | |||||
| *Putnam Voyager Fund | 102,099 | 1,695,865 | |||||
| *Putnam International Capital Opportunities Fund | 689 | 16,802 | |||||
| *Putnam U.S. Government Income Trust Fund | 62,718 | 831,019 | |||||
| *Putnam International Equity Fund | 34,270 | 811,529 | |||||
| *Putnam Equity Income Fund | 46,933 | 818,048 | |||||
| PIMCO Total Return Fund | 34,535 | 368,485 | |||||
| Artisan Mid Cap Fund | 14,614 | 431,980 | |||||
| Janus Mid Cap Value Fund | 21,377 | 472,228 | |||||
| Victory Diversified Stock Fund | 14,900 | 241,974 | |||||
| MSIF Small Company Growth Fund | 16,754 | 201,380 | |||||
| Ariel Fund | 6,966 | 370,383 | |||||
| *Putnam Capital Opportunities Fund | 11,212 | 134,768 | |||||
| *Casual Male Retail Group, Inc. – Common Stock | 48,288 | 263,172 | |||||
| *Putnam Retirementready 2010 fund | 2,316 | 135,254 | |||||
| *Putnam Retirementready 2015 fund | 1,049 | 68,743 | |||||
| *Putnam Retirementready 2020 fund | 860 | 55,263 | |||||
| *Putnam Retirementready 2025 fund | 581 | 40,761 | |||||
| *Putnam Retirementready 2030 fund | 219 | 14,568 | |||||
| *Putnam Retirementready 2035 fund | 117 | 7,857 | |||||
| *Putnam Retirementready 2040 fund | 57 | 3,929 | |||||
| *Putnam Retirementready 2045 fund | 196 | 13,408 | |||||
| * Participant loans | 5.0% – 10.5% | 596,845 | |||||
| $ | 19,261,183 | ||||||
| * | 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, 2004)
| (a) Identity of party involved |
(b) Relationship to |
(c) Description of transactions including maturity date, rate of interest, collateral, par or maturity value |
(d) Purchase Price |
(e) Selling |
(f) Lease |
(g) Expenses |
(h) Cost of |
(i) Current |
(j) Net gain or (loss) | |||||||||
| Casual Male Retail Group Inc. |
Plan Sponsor | Participant contributions of $111,000 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 |
| 23.2 | 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.
| Casual Male Retail Group, Inc. 401(k) Salaried Savings plan | ||
| By: | /s/ David A. Levin | |
| David A. Levin, President of Casual Male Retail | ||
| Group, Inc., the Plan Administer | ||
June 28, 2005
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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 10, 2005, 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 (Form 11-K) for the year ended December 31, 2004.
/s/ Mahoney Cohen & Company, CPA, P.C
New York, New York June 27, 2005
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-112218) pertaining to the Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan of our report dated October 5, 2004, with respect to the statement of net assets available for benefits of the Casual Male Retail Group, Inc. 401(k) Salaried Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2003.
/s/ ERNST & YOUNG LLP
Boston, Massachusetts
June 24, 2005
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 of Casual Male Retail Group, Inc. 401(k) Salaried Saving Plan on Form 11-K for the period ending December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the “Report”). I, David A. Levin, President of Casual Male Retail Group, Inc., the Plan Administer, 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 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company to the best of my knowledge. |
A signed original of this written statement required by Section 906 has been 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 28, 2005 | By: | /s/ David A. Levin | ||||||
| President of Casual Male Retail Group, Inc., the Plan Administer | ||||||||