SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 2, 2002 Commission File Number 0-15898
(Fiscal 2002)
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)
-----------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of the registrant held by
non-affiliates of the registrant, based on the last sales price of such stock on
April 8, 2002, was approximately $44.4 million.
The registrant had 14,567,886 shares of Common Stock, $0.01 par value,
outstanding as of April 8, 2002.
DOCUMENTS INCORPORATED BY REFERENCE
None.
The registrant hereby amends its Annual Report on Form 10-K for the
fiscal year ended February 2, 2002 by amending "Item 6. Selected Financial Data"
in its entirety as follows:
Item 6. Selected Financial Data
Fiscal Years Ended (1)
February 2, February 3, January 29, January 30, January 31,
2002 2001 2000 1999 1998
(Fiscal (Fiscal (Fiscal (Fiscal (Fiscal
2002) 2001) 2000) 1999) 1998)
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
INCOME STATEMENT DATA:
Sales $ 195,119 $ 194,530 $ 192,192 $ 201,634 $ 265,726
Gross profit, net of
occupancy costs 47,221 54,985 47,440 (3) 42,249 (4) 38,358 (5)
Provision for impairment of assets,
store closing and severance -- 107 14,535 (3) 15,729 (4) 21,600 (5)
Pre-tax income (loss) 175 5,488 (10,278) (3) (29,269) (4) (46,562) (5)
Net income (loss) (7,881) 3,216 (12,493) (18,541) (29,063)
Earnings (loss) per share-basic $ (0.54) $ 0.20 $ (0.78) $ (1.17) $ (1.86)
Earnings (loss) per share-diluted $ (0.54) $ 0.20 $ (0.78) $ (1.17) $ (1.86)
--------- --------- --------- -------- ---------
Weighted average shares outstanding
For earnings per share-basic 14,486 16,015 16,088 15,810 15,649
Weighted average shares outstanding
For earnings per share -diluted 14,486 16,292 16,088 15,810 15,649
--------- --------- --------- -------- ---------
BALANCE SHEET DATA:
Working capital $ 13,277 $ 16,306 $ 19,624 $ 24,078 $ 42,104
Inventories 57,734 57,675 57,022 57,925 54,972
Property and equipment, net 20,912 18,577 16,737 17,788 35,307
Total assets 90,901 95,070 95,077 99,317 116,399
Shareholders' equity 42,414 49,825 52,269 63,956 82,380
CASH FLOW DATA
Net cash flow provided by
(used for) operating activities 563 6,299 (1,227) 1,936 (7,182)
Net cash flow used for
investing activities (3,991) (2,071) (7,303) (10,145) (2,186)
Net cash flow provided by
(used for) financing activities 3,428 (4,228) 8,377 6,889 7,451
OPERATING DATA:
Net sales per square foot $ 195 $ 192 $ 190 $ 187 $ 220
Number of stores open at fiscal
year end 102 102 103 113 125
(1) The Company's fiscal year is a 52 or 53 week period ending on the Saturday
closest to January 31. The fiscal year ended February 3, 2001 included 53
weeks.
(2) In the fourth quarter of fiscal 2002, the Company recorded a special
non-cash charge of $8.0 million to reduce the carrying value of certain
deferred tax assets. Due to the general weakness of the economy during
fiscal 2002, which resulted in reduced earnings from fiscal 2001, the full
realizability of certain tax assets can not be assured, accordingly the
Company established additional reserves against those assets. As the
Company's profitability improves, either from improved performance in its
Levi's(R)/Dockers(R) stores, or from its roll-out of the Candies(R),
EcKo(R), and other brands, the Company may have the ability to reinstate the
full value of its deferred tax assets. Conversely, the amount of the
deferred tax assets considered realizable could be reduced in the near term
if projections of future taxable income during the carryforward period are
reduced or if actual results are less than projections.
(3) Pre-tax loss for fiscal 2000 includes the $15.2 million charge taken in the
fourth quarter related to inventory markdowns, the abandonment of the
Company's Boston Traders(R) trademark, severance, and the closure of the
Company's five remaining Designs/BTC(TM) stores and its five Buffalo(R)
Jeans Factory stores. Of the $15.2 million charge, $7.8 million, or 4.1% of
sales, is reflected in gross margin. The pre-tax loss for fiscal 2000 also
includes $717,000 of non-recurring income related to excess reserves from
the fiscal 1999 restructuring program.
(4) Pre-tax loss for fiscal 1999 includes the $13.4 million charge taken in the
third quarter related to closing 30 unprofitable stores. Also included in
the pre-tax loss for fiscal 1999 is the $5.2 million charge related to the
closing of one Designs store, three BTC(TM) stores and four Boston
Traders(R) outlet stores, all eight of which were closed in fiscal 2000. Of
the $5.2 million charge, $800,000, or 0.4% of sales, is reflected in gross
margin. In addition, the Company recognized $2.9 million in restructuring
income in the fourth quarter which was the result of favorable lease
negotiations associated with the original estimated $13.4 million charge.
(5) Pre-tax loss for fiscal 1998 includes the $20 million charge taken in the
second quarter related to the Company's strategy shift and the fourth
quarter charge of $1.6 million for the Company's reduction in work force. Of
the $20 million charge, $13.9 million, or 5.2% of sales, is reflected in
gross margin.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CASUAL MALE RETAIL GROUP, INC.
Date: September 11, 2002
By: /s/ David A. Levin
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Name: David A. Levin
Title: President and Chief
Executive Officer
Casual Male Retail Group, Inc.
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, David A. Levin, certify that:
1. I have reviewed this report on Form 10-K/A of Casual Male Retail
Group, Inc. (formerly Designs, Inc.);
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
report.
Date: September 11, 2002
/s/ David A. Levin
----------------------------------
David A. Levin
Chief Executive Officer
(Principal Executive Officer)
I, Dennis R. Hernreich, certify that:
1. I have reviewed this report on Form 10-K/A of Casual Male Retail
Group, Inc. (formerly Designs, Inc.);
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this
report.
Date: September 11, 2002
/s/ Dennis R. Hernreich
------------------------------------
Dennis R. Hernreich
Chief Financial Officer
(Principal Financial and Accounting
Officer)