SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 3, 2001
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CASUAL MALE CORP.
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(Exact name of Registrant as Specified in Charter)
Massachusetts 0-14681 04-2866591
- ---------------------------- ------------------------ ----------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification number)
555 Turnpike Street, Canton, Massachusetts 02021
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 828-9300
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J. Baker, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
This amendment to the Registrant's Current Report on Form 8-K amends Item 7 to
add the pro forma financial information required to be filed.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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Effective February 3, 2001, the Company completed the sale of its licensed
footwear business to Footstar Corporation, a subsidiary of Footstar, Inc., for
net cash proceeds of $59.0 million. The transaction involved the sale of
substantially all of the assets of the Company's JBI, Inc. ("JBI") and Morse
Shoe, Inc. ("Morse") subsidiaries which assets included license agreements,
inventory, fixed assets and intellectual property for the various department
store chains serviced by JBI and Morse. Footstar assumed certain liabilities of
JBI and Morse. The operations sold to Footstar comprised the Company's footwear
segment.
The net cash proceeds received from the transaction were used to pay down
the Company's bank debt pursuant to the 1999 Loan and Security Agreement with
Fleet Retail Finance, Inc., as Agent (the "Credit Agreement") and the Company's
Chattel Loan with BancBoston Leasing Inc. Upon consummation of the
aforementioned transaction, the Company amended and restated the Credit
Agreement. This amendment and restatement reduced the Company's revolving loan
commitment from $160 million to $110 million and reduced the term loan from $25
to $20 million. As with the prior agreements, these loans are secured by
substantially all of the assets of the Company and its subsidiaries.
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Item 7. Financial Statements and Pro Forma Financial Information:
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(b) Pro Forma Financial Information Page
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-- Pro forma consolidated condensed balance sheet at 4
October 28, 2000
-- Pro forma consolidated statement of earnings for the 5
nine months ended October 28, 2000
-- Pro forma consolidated statement of earnings for the 6
year ended January 29, 2000
-- Notes to pro forma consolidated financial statements 7
The following unaudited pro forma consolidated condensed balance sheet as
of October 28, 2000 and the pro forma consolidated statements of earnings for
the nine months ended October 28, 2000 and for the year ended January 29, 2000
give effect to the disposition by the Company of its footwear segment.
The pro forma statements have been prepared by management of Casual Male
Corp. based on the historical financial statements of the Company. Each gives
effect to the assumptions and adjustments in the accompanying notes to the pro
forma consolidated financial statements as if the disposition had occurred at
the beginning of the periods presented for purposes of the unaudited statements
of earnings and on October 28, 2000 for purposes of the unaudited consolidated
condensed balance sheet.
The unaudited pro forma statements presented are for informational purposes
only and do not purport to represent what the Company's financial condition and
results of operations would have been, as of and for the nine months ended
October 28, 2000 or for the fiscal year ended January 29, 2000, respectively,
had the disposition taken place on the dates indicated above, or to project the
Company's financial position or results of operations for any future date or
period.
The pro forma adjustments are based upon available information and upon
certain assumptions that the Company's management believes are reasonable. The
pro forma financial information should be read in conjunction with the Company's
Form 10-Q for the period ended October 28, 2000 and the January 29, 2000 audited
consolidated financial statements of Casual Male Corp. (formerly J. Baker, Inc.)
within the Form 10K.
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CASUAL MALE CORP.
Pro Forma Consolidated Condensed Balance Sheet
October 28, 2000
(unaudited)
PRO FORMA PRO FORMA
As reported ADJUSTMENTS (1) BALANCES
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Assets
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Current assets:
Cash and cash equivalents $ 1,653,614 $ - $ 1,653,614
Accounts receivable, net 16,887,963 - 16,887,963
Merchandise inventory 171,684,853 - 171,684,853
Prepaid expenses 10,160,003 - 10,160,003
Deferred income tax 2,924,000 - 2,924,000
Net assets of discontinued operations held for sale 88,504,254 (88,504,254) -
------------ ------------ ------------
Total current assets 291,814,687 (88,504,254) 203,310,433
Property and equipment, at cost 118,619,668 - 118,619,668
Less accumulated depreciation 51,335,356 - 51,335,356
------------ ------------ ------------
Net property, plant and equipment 67,284,312 - 67,284,312
Deferred income taxes 61,653,741 9,607,000 71,260,741
Other assets, at cost, less accumulated amortization 15,178,342 - 15,178,342
------------ ------------ ------------
Total assets $435,931,082 $(78,897,254) $357,033,828
============ ============ ============
Liabilities and stockholders' equity
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Current liabilities:
Current portion of long-term debt 4,170,830 - 4,170,830
Accounts payable 71,437,380 - 71,437,380
Accrued expenses 23,566,392 2,948,421 26,514,813
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Total current liabilities 99,174,602 2,948,421 102,123,023
Other liabilities 2,385,776 - 2,385,776
Long-term debt, net of current portion 186,652,284 (67,642,773) 119,009,511
Senior subordinated debt 8,373,000 - 8,373,000
Convertible subordinated debt 70,353,000 - 70,353,000
Stockholders' equity 68,992,420 (14,202,902) 54,789,518
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Total liabilities and stockholders' equity $435,931,082 $(78,897,254) $357,033,828
============ ============ ============
See accompanying notes to pro forma consolidated financial statements.
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CASUAL MALE CORP. AND SUBSIDIARIES
Pro Forma Consolidated Statements of Earnings
For the nine months ended October 28, 2000
PRO FORMA PRO FORMA
As reported ADJUSTMENTS (2) BALANCES
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Net sales $318,345,882 $ - $318,345,882
Cost of sales 160,902,766 - 160,902,766
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Gross profit 157,443,116 - 157,443,116
Selling, administrative and general expenses 131,104,349 - 131,104,349
Depreciation and amortization 8,661,369 - 8,661,369
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Operating income 17,677,398 - 17,677,398
Interest expense, net 9,715,677 (3,938,250) 5,777,427
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Earnings from continuing operations before income taxes 7,961,721 3,938,250 11,899,971
Income tax expense 2,866,000 1,418,000 4,284,000
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Net earnings from continuing operations 5,095,721 2,520,250 7,615,971
Discontinued operations:
Earnings from discontinued operations, net of
income taxes 1,020,940 (1,020,940) -
Loss on disposal of discontinued operations,
net of income taxes (26,221,000) (13,181,962) (39,402,962)
------------ ------------ ------------
Loss from discontinued operations (25,200,060) (14,202,902) (39,402,962)
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Net earnings (loss) $(20,104,339) $(11,682,652) $(31,786,991)
============ ============ ============
Earnings (loss) per common share:
Basic
Continuing operations $ 0.36 $0.54
Discontinued operations (1.79) (2.80)
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Net loss per common
share, basic $ (1.43) $(2.26)
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Diluted
Continuing operations $ 0.36 $0.53
Discontinued operations (1.76) (2.75)
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Net loss per common
share, diluted $ (1.40) $(2.22)
============ ============
Number of shares used to compute
earnings (loss) per common share:
Basic 14,067,850 14,067,850
============ ============
Diluted 14,325,652 14,325,652
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See accompanying notes to pro forma consolidated financial statements.
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CASUAL MALE CORP. AND SUBSIDIARIES
Pro Forma Consolidated Statements of Earnings
For the year ended January 29, 2000
Pro Forma Pro Forma
As reported Adjustments(2) Balances
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Net sales $665,456,337 $(254,349,677) $411,106,660
Cost of sales 359,983,047 (147,829,024) 212,154,023
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Gross profit 305,473,290 (106,520,653) 198,952,637
Selling, administrative and general expenses 257,717,486 (93,117,302) 164,600,184
Depreciation and amortization 17,636,726 (5,624,010) 12,012,716
------------ ------------- ------------
Operating income 30,119,078 (7,779,341) 22,339,737
Interest expense, net 16,877,468 (11,209,541) 5,667,927
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Earnings from continuing operations before income taxes 13,241,610 3,430,200 16,671,810
Income tax expense 4,369,000 1,132,000 5,501,000
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Net earnings from continuing operations 8,872,610 2,298,200 11,170,810
Loss on disposal of discontinued operations, net of
income tax benefit - (39,768,802) (39,768,802)
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Net earnings (loss) $ 8,872,610 $ (37,470,602) $(28,597,992)
============ ============= ============
Earning (loss) per common share:
Basic
Continuing operations $ 0.63 $0.79
Discontinued operations - (2.82)
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Net earnings (loss) per common share, basic $ 0.63 $(2.03)
============ ============
Earning (loss) per common share:
Diluted
Continuing operations $ 0.62 $0.77
Discontinued operations - (2.12)
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Net earnings (loss) per common share, diluted $ 0.62 $(1.35)
============ ============
Number of shares used to compute
earnings (loss) per common share:
Basic 14,065,734 14,065,734
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Diluted 14,373,272 18,714,357
============ ============
See accompanying notes to pro forma consolidated financial statements.
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Casual Male Corp. and Subsidiaries
Notes to Unaudited Pro Forma Consolidated Financial Statement
(1) As previously disclosed in the Company's Form 10-Q for the period ended
October 28, 2000 and elsewhere in this Form 8-K/A, in November 2000, the
Company announced it had entered into an agreement with an affiliate of
Footstar, Inc. to sell substantially all of the assets of its JBI, Inc. and
Morse Shoe, Inc. subsidiaries, which are the entities that comprised its
footwear segment. During the fourth quarter of fiscal 2001, the Company
provided for additional losses on the disposal of its footwear segment in
the amount of $14.2 million, (net of tax benefit of $9.6 million). The
additional provision was required primarily due to higher inventory
liquidation and severance costs than expected. On February 3, 2001 the sale
of the footwear division to Footstar, Inc. was finalized.
The following is an analysis of the receipt and application of proceeds from the
disposition of the footwear segment as if it occurred on October 28, 2000 (in
thousands):
Estimated value of net assets of discontinued
operations held for sale at October 28, 2000
(previously reported): $ 88,504
Less:
Additional provision for losses attributable
to net assets of discontinued operations held
for sale (20,861)
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Pro forma proceeds available to pay bank debt
at October 28, 2000 $ 67,643
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(2) Pro forma adjustments to the Company's Consolidated Statement of Earnings
for the nine months ended October 28, 2000 and for the year ended January
29, 2000 reflect the effects of discontinued operations as if the
transaction occurred at the beginning of each period, respectively. In
addition, the pro forma adjustment to reduce interest expense includes
the receipt of $59.0 million, which proceeds were used to reduce the
Company's outstanding bank debt. The pro forma effective tax rate used for
the nine months ended October 28, 2000 and the year ended January 29, 2000
was 36% and 33%, respectively.
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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 CORP.
By: /s/ Alan I. Weinstein
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Alan I. Weinstein
Chief Executive Officer
Date: Canton, Massachusetts
April 19, 2001
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