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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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(Mark one)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
FOR THE FISCAL YEAR ENDED MARCH 3, 2001
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 1-8546
SYMS CORP
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(Exact name of registrant as specified in its charter)
NEW JERSEY NO. 22-2465228
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
SYMS WAY, SECAUCUS, NEW JERSEY 07094
- --------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 902-9600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange on
Title of Each class Which Registered
- ---------------------------- ------------------------
Common Stock, $.05 Par Value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
NONE
Indicate by check mark whether 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 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 on May 14, 2001 was $50,411,667 based upon the closing price of
such stock on that date.
As of MAY 14, 2001, 15,736,090 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's Proxy Statement for the 2001 annual meeting of
stockholders to be filed pursuant to Regulation 14A are incorporated in Part III
hereof by reference.
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PART I
ITEM 1. BUSINESS
GENERAL
Syms Corp operates a chain of 45 "off-price" retail stores located
throughout the Northeastern and Middle Atlantic regions and in the Midwest,
Southeast and Southwest. Each Syms store offers a broad range of first quality,
in-season merchandise bearing nationally recognized designer or brand-name
labels at prices substantially lower than those generally found in department
and specialty stores. Syms directs its merchandising efforts at predominantly
middle-income, fashion-minded and price conscious customers.
Since the first Syms store opened in New York City in 1959, the Company has
expanded to 45 stores and the aggregate amount of selling space in Syms stores
increased from approximately 2,000 square feet to approximately 1,776,000 square
feet. The Company maintains a 277,000 square foot distribution center and
executive headquarters in Secaucus, New Jersey.
The Company maintains its executive offices at Syms Way, Secaucus, New
Jersey 07094, telephone (201) 902-9600. Unless otherwise noted, references to
the "Company" or to "Syms" relate to Syms Corp, its subsidiaries and their
predecessors.
DESCRIPTION OF BUSINESS
The Syms chain of 45 apparel stores offers a broad range of "off-price"
first quality, in-season merchandise consisting primarily of men's tailored
clothing and haberdashery, women's dresses, suits and separates, children's
apparel and men's, women's and children's shoes. Syms stores emphasize better
quality, nationally recognized designer and brand name merchandise at prices
substantially below those generally charged by department and specialty stores.
Syms carries a wide selection of sizes and styles of men's, women's and
children's wear.
Syms operates in a single industry segment and has no foreign operations.
No material part of the Company's consolidated revenues is received from a
single customer or group of customers.
MERCHANDISE
For the year ended March 3, 2001, net sales were generated by the following
categories:
Men's tailored clothes and haberdashery ............. 54%
Women's dresses, suits, separates and accessories.... 31%
Shoes ............................................... 6%
Children's wear ..................................... 7%
Luggage, domestics and fragrances ................... 2%
---
100%
Most of the items sold by the Company consist of nationally recognized
fashion name merchandise. Merchandise is displayed by type and size on
conveniently arranged racks or counters. No emphasis is placed on any particular
"label". The stores generally offer minor alterations for an additional charge.
PURCHASING
The Company purchases first-quality, in-season, brand-name merchandise
directly from manufacturers on terms more favorable than those generally
obtained by department and specialty stores. Syms estimates that approximately
200 brand-name manufacturers of apparel are represented in its stores. The
Company does not maintain large out-of-season inventories. However, Syms
occasionally buys certain basic clothing which does not change in style from
year to year at attractive prices for storage until the following season.
Purchasing is performed by a buying staff in conjunction with their General
Merchandise Manager and several other key divisional merchandise managers.
DISTRIBUTION
The Company owns a distribution center, located at Syms Way, Secaucus, New
Jersey. The facility contains approximately 277,000 square feet of warehouse and
distribution space, 34,000 square feet of office space and 29,000 square feet of
store space. The facility is located on an 18.6 acre parcel of land for which
the Company holds a ground lease for a remaining term of 275 years. Most
merchandise is received from manufacturers at the distribution center where it
is inspected, ticketed and allocated to particular stores.
1
MARKETING
The Company's pricing policy is to affix a ticket to each item displaying
Syms' selling price as well as the price the Company regards as the traditional
full retail price of that item at department or specialty stores. All garments
are sold with the brand-name as affixed by the manufacturer. Because women's
dresses are vulnerable to considerable style fluctuation, Syms has long utilized
a ten-day automatic markdown pricing policy to promote movement of merchandise.
The date of placement on the selling floor of each women's dress is stamped on
the back of the price ticket. The front of each ticket contains what the Company
believes to be the nationally advertised price, the initial Syms price and three
reduced prices. Each reduced price becomes effective after the passage of ten
selling days. Women's dresses represent approximately 4.5 % of net sales. The
Company also offers "dividend" prices consisting of additional price reductions
on various types of merchandise.
Syms has as its tag line "An Educated Consumer is Our Best Customer"(R),
one of the best known in retail advertising. The Company advertises principally
on television, radio and, more recently, has enhanced its advertising by
including print media as well as direct mail to its credit card customer base.
The Company sells its merchandise for cash, checks, national credit cards,
and its own Syms credit card. Syms sells its own credit card receivables on a
non-recourse basis to a third party for a fee. Merchandise purchased from the
Company may be returned within a reasonable amount of time, within season. The
Company does not offer cash refunds for purchases, but issues credits toward the
Syms charge card and other major credit cards or store merchandise credits which
may be used toward the purchase of other merchandise.
TRADEMARKS
"Syms", "An Educated Consumer is Our Best Customer"(R), "Names You Must
Know"(R), and "The More You Know About Clothing, the Better it is for Syms"(R)
have been registered with the United States Patent and Trademark Office.
COMPETITION
The retail apparel business is highly competitive, and the Company accounts
for only a small fraction of the total market for men's, women's and children's
apparel. The Company's stores compete with discount stores, apparel specialty
stores, department stores, manufacturer-owned factory outlet stores and others.
Many of the stores with which the Company competes are units of large national
or regional chains that have substantially greater resources than the Company.
Retailers having substantially greater resources than the Company have indicated
their intention to enter the "off-price" apparel business, and the "off-price"
apparel business itself has become increasingly competitive, especially with
respect to the increased use by manufacturers of their own factory outlets. At
various times of the year, department store chains and specialty shops offer
brand-name merchandise at substantial markdowns.
OPERATIONS AND CONTROL SYSTEMS
The Company has implemented a merchandise control system which tracks a
product from its purchase to its ultimate sale in the Company's stores. The
system tracks the product by store in approximately 750 categories. All the
information regarding the product is transmitted daily through telephone lines
to the Company's database at its executive headquarters. Each week the Company's
executives receive detail reports regarding sales and inventory levels in units
and retail dollars on a store-by-store basis.
Management of the Company visit stores on a regular basis to coordinate
with the store managers, among other things, in the training of employees in
loss prevention methods. Each store has on premises security personnel during
normal hours and a security system after hours.
EMPLOYEES
At March 3, 2001, the Company had 2,314 employees of whom approximately 720
work part time. The Company has collective bargaining agreements with the
Retail, Wholesale and Department Store Union and the United Food and Commercial
Workers Union which expire in the year 2003 and cover 1,616 sales and tailor
employees. The Company believes its relationships with the unions are good.
Approximately 30 to 100 persons, consisting mostly of sales personnel, are
employed at each Syms store.
2
ITEM 2. PROPERTIES
THE STORES
Location
At March 3, 2001, the Company had 45 stores, 23 of which are located in
leased facilities. The following table indicates the locations of the stores and
the approximate selling space of each location. In addition to the selling space
indicated, each store contains between approximately 2,000 to 12,000 square feet
for inspection and ticketing of merchandise and administrative functions.
LEASED/ SELLING LEASED/ SELLING
STATE LOCATION OWNED SPACE STATE LOCATION OWNED SPACE
----- -------- ------ ----- ----- -------- ------ -----
CONNECTICUT NEW YORK/NEW JERSEY
Fairfield Owned 32,000 Park Avenue Leased 45,000
Hartford Leased 31,000 Trinity Owned 40,000
Westbury Owned 72,000
Commack Owned 36,000
FLORIDA Westchester Leased 50,000
Fort Lauderdale Owned 44,000 Rochester Owned 32,000
Miami Owned 45,000 Buffalo Owned 39,000
West Palm Beach Leased 36,000 Paramus Owned 56,000
Tampa Owned 38,000 Woodbridge Leased 32,000
Kendall Leased 32,000 Secaucus Owned 29,000
GEORGIA Cherry Hill Owned 55,000
Norcross Owned 41,000 Lawrenceville Leased 54,000
Marietta Owned 39,000 NORTH CAROLINA
ILLINOIS Charlotte Leased 30,000
Addison Owned 47,000
Niles Leased 32,000 OHIO
Chicago Leased 39,000 Highland Heights Leased 36,000
Sharonville Leased 31,000
MARYLAND
Baltimore Leased 43,000 PENNSYLVANIA
Rockville Owned 61,000 King of Prussia Owned 41,000
Towson Leased 41,000 Franklin Mills Mall Leased 22,000
MASSACHUSETTS Monroeville Owned 31,000
Norwood Leased 36,000 Pittsburgh Leased 40,000
Peabody Leased 39,000
RHODE ISLAND
N. Cranston Leased 27,000
MICHIGAN
Southfield Owned 46,000 TEXAS
Troy Leased 37,000 Dallas Owned 42,000
MISSOURI Houston Owned 34,000
St. Louis Leased 33,000 Hurst Owned 38,000
VIRGINIA
Falls Church Leased 39,000
Potomac Mills Mall Leased 33,000
3
Syms stores are either "free standing" or located in shopping centers or
indoor malls, and all are surrounded by adequate parking areas, except for the
two New York City stores and the one downtown Chicago store. Syms stores are
usually located near a major highway or thoroughfare in suburban areas populated
by at least 1,000,000 people and are readily accessible to customers by
automobile. In certain areas where the population is in excess of 2,000,000
people, Syms has opened more than one store in the same general vicinity.
Lease Terms
Twenty-two of the Company's 45 stores are currently leased from unrelated
parties, and the Elmsford, New York store is leased from Sy Syms, the Chairman
of Syms Corp. The following table summarizes lease expirations and any renewal
options:
Number of Number of
Calendar Leases Leases with Range in Years of
Periods Expiring (1) Renewal Options Option Periods (2)
------- ------------ --------------- -------------------
2001 3 0 0
2002 4 1 4
2003 0 0 0
2004 1 1 0
2005 5 4 5
2006 and thereafter 12 8 2.5 - 5
(1) Westchester - month to month basis.
(2) Depending on the applicable option, the minimum rent due during the
renewal option periods may be based upon a formula contained in the
existing lease or negotiations between the parties.
Store leases provide for a base rental of between approximately $4.30 and $18.23
per square foot. In addition, under the "net" terms of all of the leases, the
Company must also pay maintenance expenses, real estate taxes and other charges.
Four of the Company's stores have a percentage of sales rental as well as a
fixed minimum rent. Rental payments for Syms' leased stores aggregated
$11,131,585 for the year ended March 3, 2001, of which $600,000 was paid to Sy
Syms as fixed rent.
Store Openings/Closings
No new stores were opened this year. Two stores were closed this year. The
store located in downtown Boston was closed on October 29, 2000, and the store
located in Gurnee Mills mall in Chicago, IL, was closed on January 13, 2001.
ITEM 3. LEGAL PROCEEDINGS
The Company is a party to routine litigation incident to its business.
Management of the Company believes, based upon its assessment of the actions and
claims outstanding against the Company, and after discussion with counsel, that
there are no legal proceedings that will have a material adverse effect on the
financial condition or results of operations of the Company. Some of the
lawsuits to which the Company is a party are covered by insurance and are being
defended by the Company's insurance carriers.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this Annual Report.
4
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
MARKET INFORMATION
The following table sets forth for the period indicated the high and low
sales prices for the Company's common stock as reported by the New York Stock
Exchange using the trading symbol SYM.
HIGH LOW
------ ------
2000 Quarter ended March 3, 2001 $5.85 $4.437
Quarter ended November 25, 2000 6.125 3.687
Quarter ended August 26, 2000 4.625 3.375
Quarter ended May 27, 2000 4.375 3.312
1999 Quarter ended February 26, 2000 $6.188 $4.313
Quarter ended November 27, 1999 8.875 5.125
Quarter ended August 28, 1999 8.188 7.438
Quarter ended May 29, 1999 8.375 7.375
HOLDERS
As of May 1, 2001 there were 142 record holders of the Company's Common
Stock. The Company believes that there were in excess of 1,492 beneficial owners
of the Company's Common Stock as of that date.
DIVIDENDS
The Board of Directors of the Company did not declare dividends in the
fiscal years ended March 3, 2001 and February 26, 2000. Payment of dividends is
within the discretion of the Company's Board of Directors and depends upon
various factors including the earnings, capital requirements and financial
condition of the Company (see Note 4 to notes to consolidated financial
statements regarding covenants in the Company's revolving credit agreement). The
Company intends generally to retain earnings, if any, to fund development and
growth of its business. The Company does not plan on paying dividends in the
near term.
5
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below has been derived from the
Company's audited Consolidated Financial Statements for the fiscal years ended
March 3, 2001, February 26, 2000, February 27, 1999, February 28, 1998 and March
1, 1997. The selected financial data presented below should be read in
conjunction with such Financial Statements and notes thereto.
FISCAL YEAR ENDED
-------------------------------------------------------------------------
MARCH 3, FEBRUARY 26, FEBRUARY 27, FEBRUARY 28, MARCH 1,
2001 2000 1999 1998 1997
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Net sales ........................... $ 342,316 $ 341,570 $ 343,858 $ 352,959 $ 346,792
Net income (loss) ................... (8,333) 2,224 17,449 23,036 19,065
Net income (loss) per share - basic . (0.52) 0.14 1.00 1.30 1.08
Net income (loss) per share - diluted (0.52) 0.14 1.00 1.29 1.08
Cash dividends per share ............ -- -- -- -- --
BALANCE SHEET DATA:
Working capital ..................... $ 86,638 $ 87,812 $ 101,592 $ 99,728 $ 78,228
Total assets ........................ 276,867 300,314 298,742 294,192 284,018
Capitalized leases .................. -- -- -- 419 900
Other long term liabilities ......... 2,409 2,436 1,567 964 633
Shareholders' equity ................ 243,935 253,428 258,760 250,870 226,434
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report includes forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) and information
relating to the Company that are based on the beliefs of the management of the
Company as well as assumptions made by and information currently available to
the management of the Company. When used in this Annual Report, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan," and similar
expressions, as they relate to the Company or the management of the Company,
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events, the outcome of which is subject to
certain risks, including among others general economic and market conditions,
decreased consumer demand for the Company's products, possible disruptions in
the Company's computer or telephone systems, possible work stoppages, or
increases in labor costs, effects of competition, possible disruptions or delays
in the opening of new stores or inability to obtain suitable sites for new
stores, higher than anticipated store closings or relocation costs, higher
interest rates, unanticipated increases in merchandise or occupancy costs and
other factors which may be outside the Company's control. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may vary materially from those described
therein as anticipated, believed, estimated, expected, intended or planned.
Subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements in this paragraph.
6
RESULTS OF OPERATIONS
The following discussion compares the fiscal years ended March 3, 2001,
February 26, 2000 and February 27, 1999. The fiscal year ended March 3, 2001 was
comprised of 53 weeks. The fiscal years ended February 26, 2000 and February 27,
1999 were each comprised of 52 weeks.
Fiscal Year Ended March 3, 2001 (Fiscal 2000) Compared to Fiscal Year Ended
February 26, 2000 (Fiscal 1999)
Net sales for the fiscal year ended March 3, 2001, were $342,316,000, an
increase of $746,000 (.2%) as compared to net sales of $341,570,000 for the
fiscal year ended February 26, 2000. Comparable store sales for the fiscal year
ended March 3, 2001 declined .5%. The Company estimates that the extra week in
the fiscal year ended March 3, 2001 added approximately $4,013,000 in net sales
compared to the previous year. The closing of the Boston store on October 29,
2000 accounted for approximately a $2,000,000 decline in sales.
Gross profit for the fiscal year ended March 3, 2001 was $126,887,000, a
decrease of $1,838,000 (37.1% as a percentage of net sales) as compared to
$128,725,000 (37.7% as a percentage of net sales). This decrease is largely due
to higher markdowns taken in the third quarter of approximately $2,600,000 to
cover an increased amount of aged merchandise and inventory for closed stores,
which was partially offset by an improved shrinkage performance.
Selling, general and administrative (SG&A) expense was $84,810,000 (24.8%
as a percentage of net sales) for the fiscal year ended March 3, 2001 as
compared to $83,592,000 (24.5% as a percentage of net sales) for the fiscal year
ended February 26, 2000. This increase in SG&A expenses of $1,218,000 is largely
attributable to the opening of three new stores in fiscal 1999, which were not
open for the entire fiscal year in 1999.
Advertising expense for the fiscal year ended March 3, 2001 was $10,122,000
(3.0% as a percentage of net sales) as compared to $10,210,000 (3.0% as a
percentage of net sales) for the fiscal year ended February 26, 2000.
Occupancy costs were $21,366,000 (6.2% as a percentage of net sales) for
the fiscal year ended March 3, 2001 as compared to $20,688,000 (6.1% as a
percentage of net sales) for the fiscal year ended February 26, 2000. This
increase is largely attributable to the expense of new stores opened in fiscal
1999 which were not opened for the entire fiscal year 1999.
Depreciation and amortization amounted to $11,468,000 (3.4% as a percentage
of net sales) for the fiscal year ended March 3, 2001, as compared to
$10,580,000 (3.1% as a percentage of net sales) for the fiscal year ended
February 26, 2000. This increase is attributable to the addition of new stores
opened in fiscal 1999 and the acquisition of new MIS systems and equipment.
During the third quarter, the Company recorded a store closing charge of
$12.9 million relating to a plan to close five stores, including its store in
Boston, Massachusetts (which closed on October 29, 2000), and an additional
lease commitment associated with a previously closed store. The action was taken
by the Company to enhance competitiveness, reduce expenses and to improve
efficiencies.
The net loss before income taxes was $13,661,000 for the fiscal year ended
March 3, 2001 as compared to a net profit before income taxes of $3,645,000 for
the fiscal year ended February 26, 2000. This variance is largely attributable
to the recording of a store closing charge in the third quarter 2000 for the
closing of certain stores.
For the fiscal year ended March 3, 2001, the effective income tax rate was
39.0% which was the same as the fiscal year ended February 26, 2000.
Fiscal Year Ended February 26, 2000 (Fiscal 1999) Compared to February 27,
1999 (Fiscal 1998)
Net sales for the fiscal year ended February 26, 2000, were $341,570,000 a
decrease of $2,288,000 (or .7%) as compared to net sales of $343,858,000 for the
fiscal year ended February 27, 1999. Comparable store sales for the fiscal year
ended February 26, 2000 declined 5.9%. This sales decline continues to be
impacted by increased price competition and increased promotional activity from
other retailers.
Gross profit for the fiscal year ended February 26, 2000 was $128,725,000,
a decrease of $7,175,000 (37.7 % as a percentage of net sales) as compared to
$135,900,000 (39.5% as a percentage of net sales) for the fiscal year ended
February 27, 1999. This decrease is largely due to the decline in sales and
higher markdowns which was partially offset by an improved shrinkage
performance.
7
Selling, general and administrative (SG&A) expense was $83,592,000 (24.5%
as a percentage of net sales) for the fiscal year ended February 26, 2000 as
compared to $73,886,000 (21.5% as a percentage of net sales) for the fiscal year
ended February 27, 1999. This increase in SG&A expenses of approximately
$9,706,000 is largely attributable to the opening of new stores. The SG&A
expenses of these new stores amounted to $6,303,000 for the fiscal year ended
February 26, 2000.
Advertising expense for the fiscal year ended February 26, 2000 was
$10,210,000 (3.0% as a percentage of net sales) as compared to $7,581,000 (2.2%
as a percentage of net sales) for the fiscal year ended February 27, 1999. The
increase of $2,629,000 resulted from increased TV advertising in the first half
of this year and increased number of direct mail customers in fiscal 1999 as
compared to fiscal 1998 resulting from a management decision to spend more
advertising dollars in an effort to improve sales performance.
Occupancy costs were $20,688,000 (6.1% as a percentage of net sales) for
the fiscal year ended February 26, 2000 as compared to $16,717,000 (4.9% as a
percentage of net sales) for the fiscal year ended February 27, 1999. This
increase is largely attributable to the expense of new stores for the fiscal
year ended February 26, 2000.
Depreciation and amortization amounted to $10,580,000 (3.1% as a percentage
of net sales) for the fiscal year ended February 26, 2000 as compared to
$8,541,000 (2.5% as a percentage of net sales) for the fiscal year ended
February 27, 1999. This increase is attributable to the addition of new stores
and the acquisition of new MIS systems and equipment.
Income before income taxes was $3,645,000 (a decrease of $25,437,000, or
87.5%) for the fiscal year ended February 26, 2000, as compared to $29,082,000
for the fiscal year ended February 27, 1999. This decrease resulted mostly from
the decline in sales, gross margin and higher SG&A expenses largely attributable
to the opening of three new stores.
For the fiscal year ended February 26, 2000 the effective income tax rate
was 39.0% as compared to 40.0% for the fiscal year ended February 27, 1999. In
the fiscal year ended February 27, 1999, the effective tax rate was affected by
the addition of tax reserves pertaining to certain states.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at March 3, 2001 was $86,638,000, a decrease of $1,719,000
from February 26, 2000, and the ratio of current assets to current liabilities
increased to 3.84 to 1 as compared to 2.98 to 1 at February 26, 2000.
Net cash provided by operating activities totaled $4,654,000 for the fiscal
year ended March 3, 2001 as compared to $36,132,000 for the fiscal year ended
February 26, 2000. The major reasons for the decrease in cash provided by
operating activities was attributed to a loss in the fiscal year and lower
accounts payable.
Net cash used in investing activities was $5,691,000 for the fiscal year
ended March 3, 2001 as compared to $19,051,000 for the fiscal year ended
February 26, 2000. Purchases of property and equipment totaled $6,073,000 and
$19,203,000 for the fiscal years ended March 3, 2001 and February 26, 2000,
respectively.
Net cash used in financing activities was $1,160,000 for the fiscal year
ended March 3, 2001 as compared to $10,325,000 for the fiscal year ended
February 26, 2000 and $7,690,000 for the fiscal year ended February 27, 1999.
The Company has a revolving credit agreement with a bank for a line of
credit not to exceed $30,000,000 through May 3, 2002. Except for funds provided
from this revolving credit agreement, the Company has satisfied its operating
and capital expenditure requirements, including those for the operation and
expansion of stores, from internally generated funds. For the fiscal year ended
March 3, 2001, under the revolving credit agreement, the borrowings peaked at
$6,850,000 and the average amount of borrowings was $488,000 with a weighted
average interest rate of 8.00%. For the fiscal year ended February 26, 2000, the
average amount of borrowings under the revolving credit agreement was $888,000
with a weighted average interest rate of 6.33%.
In addition, the Company has a separate $10,000,000 credit facility with
another bank available for the issuance of letters of credit for the purchase of
merchandise. This agreement may be canceled at any time by either party. At
March 3, 2001 and at February 26, 2000, the Company had $2,592,704 and
$3,264,965 respectively, in outstanding letters of credit.
8
The Company has planned capital expenditures of approximately $5,000,000
for the fiscal year ending March 2, 2002.
The Company's Board of Directors had authorized the repurchase of up to 15%
of its outstanding shares of common stock at prevailing market prices through
October 12, 2001. During the year ended March 3, 2001, the Company has purchased
200,000 shares which represented 1.3% of its outstanding shares at a total cost
of $1,160,000.
Management believes that existing cash, internally generated funds, trade
credit and funds available from the revolving credit agreement will be
sufficient for working capital and capital expenditure requirements for the
fiscal year ending March 2, 2002.
IMPACT OF INFLATION AND CHANGING PRICES
Although the Company cannot accurately determine the precise effect of
inflation on its operations, it does not believe inflation has had a material
effect on sales or results of operations.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1998, Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") was
issued. In June 2000, Statement of Financial Accounting Standards No. 138,
"Accounting for Certain Derivative Instruments and Hedging Activities, an
Amendment of FASB Statement No. 133" ("SFAS 138") was issued. SFAS 133 and SFAS
138 address the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, and hedging activities. The
Company is required to adopt SFAS 133 and SFAS 138 in the first quarter of 2001.
The Company anticipates that the adoption of SFAS 133 and SFAS 138 as of March
4, 2001 will not have a material effect on its financial position or results of
operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements are filed together with
this Annual Report. See index to Consolidated Financial Statements in Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable
9
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company are as follows:
NAME AGE TITLE
---- --- -----
Sy Syms (1)(2).............. 75 Chairman of the Board and
Director of the Company
Marcy Syms (1)(2)........... 50 Chief Executive Officer/President
and Director of the Company
Antone F. Moreira .......... 64 Vice President, Treasurer and Chief
Financial Officer and Director of the
Company
Harvey A. Weinberg (3)(4)... 63 Director of the Company
David A. Messer (3)(4)...... 39 Director of the Company
Wilbur L. Ross, Jr (3)(4)... 63 Director of the Company
Ronald Zindman.............. 51 Executive Vice President - General Merchandise
Manager
Allen Brailsford............ 57 Executive Vice President - Operations
Myra Butensky............... 42 Vice President - Divisional Merchandise Manager Men's
Tailored Clothing
James Donato................ 45 Vice President - Operations
Elyse Marks................. 48 Vice President - Information Services
John Tyzbir................. 47 Vice President - Human Resources
(1) Member of the Executive Committee of the Company.
(2) Sy Syms is the father of Marcy Syms.
(3) Member of the Stock Option - Compensation Committee of the Company.
(4) Member of the Audit Committee of the Company.
The members of the Company's Board of Directors hold office until the next
annual meeting of shareholders and until their successors are duly elected and
qualified. Executive officers are elected annually by the Board of Directors of
the Company and serve at the pleasure of the Board. Marcy Syms is the daughter
of Sy Syms. There are no other family relationships between any directors or
executive officers of the Company. None of the organizations with which these
persons were previously associated is a parent, subsidiary or other affiliate of
the Company except as otherwise set forth.
10
SY SYMS has been Chairman of the Board, Chief Executive Officer and a
Director of the Company and/or its predecessors since 1959. Mr. Syms was Chief
Operating Officer of the Company from 1983 to 1984. Mr. Syms has been a Director
of Israel Discount Bank of New York since December 1991. On January 22, 1998, Sy
Syms relinquished his position as Chief Executive Officer to Marcy Syms. Since
that date Mr. Syms has been Chairman of the Board.
MARCY SYMS has been President and a Director of the Company since 1983 and
Chief Operating Officer of the Company since 1984. On January 22, 1998, Marcy
Syms was named Chief Executive Officer/President.
ANTONE F. MOREIRA has been Vice President, Chief Financial Officer and
Treasurer of Syms Corp since May 1997. From 1996 to May 1997, Mr. Moreira was a
financial consultant with Equitable Assurance Society, a financial services
organization. From 1990 to 1995, Mr. Moreira was Executive Vice President and
Chief Financial Officer of Stuarts Department Stores, Inc., a regional discount
department store chain operating in New England. Mr. Moreira has been a Director
of the Company since May 1997.
HARVEY A. WEINBERG has been a consultant since April 1994. From April 1992
to April 1994, he was President and Chief Executive Officer of HSSI, Inc., a
retailer of men's and women's apparel. From 1987 to September 1990, he was Chief
Executive Officer and Vice Chairman of the Board of Directors of Hartmarx
Corporation and from 1990 to September 1992, he served as Chairman of the Board
of Hartmarx Corporation. He is a trustee of Glimcher Realty Trust, a real estate
investment trust. He has been a Director of the Company since December 1992.
DAVID A. MESSER has been President of Sempra Energy Trading, a subsidiary
of Sempra Energy, Inc. (NYSE: SRE), since January 1998. Prior to January 1998,
Mr. Messer was President of AIG Trading Corporation, where he had been employed
since March 1990. He has been a Director of the Company since July 1996.
WILBUR L. ROSS, JR. has been a principal of W.L. Ross & Company LLC since
2000. Prior to 2000, Mr. Ross was Managing Director of Rothchild, Inc. from 1976
to 1999. He was a Director of the Company from 1983 through March 1999 and was
reappointed Director in October 2000.
RONALD ZINDMAN has been Executive Vice President - General Merchandise
Manager since March 1997. He was Vice President, General Merchandise Manager,
Ladies, Mens and Haberdashery from July 1994 to March 1997. Previously, Mr.
Zindman was Vice President - General Merchandise Manager Ladies from March 1993
to July 1994 and a buyer of men's and women's merchandise from March 1990 to
March 1993.
ALLEN BRAILSFORD has been Executive Vice President since April 2001. Mr.
Brailsford was Vice President of Operations from March 1992 to March 2001, and
from March 1985 to March 1992, he was Director of Distribution.
MYRA BUTENSKY has been Vice President - Divisional Merchandise Manager,
Men's Tailored Clothing since January 1999. From May 1998 to January 1999, Ms.
Butensky was Divisional Merchandise Manager, Ladies. From June 1991 to April
1998, Ms. Butensky was a ladies buyer. Prior to joining the Company in 1991, Ms.
Butensky was a buyer with Popular Trading Club, Inc, and also spent 10 years
with Macy's in a number of buying positions.
JAMES DONATO has been Vice President of Operations since April 2001. From
November 1997 to March 2001 he was Director of Store Planning. Prior to November
1997, Mr. Donato was in store management as a District Manager and Store Manager
of the Company.
ELYSE MARKS has been Vice President of MIS since April 2001. From November
1999 to March 2001 Ms. Marks was Director of MIS. Prior to November 1999, Ms.
Marks was manager of MIS and store systems. From 1983 to 1987, she was also in
store management for the Company.
JOHN TYZBIR has been Vice President - Human Resources since April 1999.
From January 1995 to October 1997, Mr. Tyzbir was Director of Human Resources of
Zallie Supermarkets Corp. From June 1991 to January 1995, Mr. Tyzbir was
Director of Human Resources and Planning of Carson Pirie Scott Inc.
11
ITEM 11. EXECUTIVE COMPENSATION
In accordance with General Instruction G(3) of the General Instructions to
Form 10-K, the information called for by Item 11 is omitted from this Annual
Report and is incorporated by reference to the definitive Proxy Statement to be
filed by the Company pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, which the
Company will file not later than 120 days after March 3, 2001, the end of the
fiscal year covered by this Annual Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
In accordance with General Instruction G(3) of the General Instructions to
Form 10-K, the information called for by Item 12 is omitted from this Annual
Report and is incorporated by reference to the definitive Proxy Statement to be
filed by the Company pursuant to Regulation 14A of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended, which the
Company will file not later than 120 days after March 3, 2001, the end of the
fiscal year covered by this Annual Report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In accordance with General Instruction G(3) of the General Instructions to Form
10-K, the information called for by Item 13 is omitted from this Annual Report
and is incorporated by reference to the definitive Proxy Statement to be filed
by the Company pursuant to Regulation 14A of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended, which the Company will
file not later than 120 days after March 3, 2001, the end of the fiscal year
covered by this Annual Report.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
PAGE NUMBER
-----------
(a)(1) Financial Statements:
Independent Auditors' Report.................................... F-1
Consolidated Balance Sheets .................................... F-2
Consolidated Statements of Operations .......................... F-3
Consolidated Statements of Shareholders' Equity ................ F-4
Consolidated Statements of Cash Flows .......................... F-5
Notes to Consolidated Financial Statements ..................... F-6
All schedules are omitted because they are not applicable, or not required,
or because the required information is included in the consolidated financial
statements or notes thereto.
(a)(3) List of Exhibits:
The following exhibits which are marked with an asterisk are filed as part
of this Annual Report and the other exhibits set forth below are incorporated by
reference (utilizing the same exhibit numbers, except as stated otherwise below)
from (i) the Company's Registration Statement on Form S-1 under the Securities
Act of 1933 (Registration No. 2-85554) filed August 2, 1983 and declared
effective September 23, 1983 or (ii) where indicated, the Company's reports on
Form 8-K, Form 10-Q or Form 10-K or the Company's Proxy Statement (Commission
File No. 1-8564). Management contracts or compensatory plans or arrangements
required to be filed as exhibits are identified by a (+).
3.1 Certificate of Incorporation of Syms Corp, as amended
3.2 By-laws of Syms Corp
4.1 Specimen Certificate of Common stock
4.3 $5,600,000 New Jersey Economic Development Authority Revenue Bond
Agreement dated December 1, 1981
4.4 Amendments to the New Jersey Economic Development Authority Revenue Bond
Agreement
4.4a First Amendment dated April 14, 1982
4.4b Second Amendment dated May 17, 1982
4.4c Third Amendment dated June 27, 1983
4.4d Fourth Amendment dated July 14, 1983
4.5 Mortgage & Note dated December 11, 1981 between Syms Inc. and New Jersey
Economic Development Authority
12
10.3 Elmsford (White Plains), New York Leased Premises
10.3a Lease, June 21, 1977
10.3b Lease Modification, December 28, 1978
10.3c Lease Modification, July 26, 1983
10.3d Consent, July 29, 1983
10.3e Parking Area Lease No. 1, July 29, 1969
10.3f Parking Area Sublease No. 1, November 29, 1974
10.3g Parking Area Lease No. 2, June 23, 1969
10.3h Parking Area Sublease No. 2, November 29, 1974
10.3i Assignment and Assumption, July 29, 1983
10.4 Ground Lease at One Emerson Lane, Township of Secaucus, Hudson
County, New Jersey Assignment and Assumption of Ground Lease, dated
May 8, 1986, to Registrant (exhibit 28.1 to 8-K Report dated May
1986)
10.21+ Syms Corp 1983 Incentive Stock Option and Appreciation Plan as
Amended and Restated (Exhibit A to Company's Proxy Statement for the
1993 Annual Meeting of Shareholders)
10.29 Credit Card Program Agreement dated as of March 12, 1987 and as
amended as of March 16, 1987 between General Electric Credit Card
Corporation and Registrant (10-K Report for fiscal year ended
December 31, 1987)
10.32 Revolving Credit Agreement dated as of December 1, 1993 between Syms
Corp and Summit Bank (successor to United Jersey Bank) (8-K Report
dated December 7, 1993)
10.33 Form of Indemnification Agreement between Registrant and Directors
and Executive Officers of the Registrant (10-K Report for fiscal year
ended March 2, 1996)
10.34 Credit Plan Agreement dated December 11, 1995 between Citicorp Retail
Services, Inc. and Registrant (10-K Report for fiscal year ended
March 2, 1996)
10.35+ Employment Agreement dated November 1, 1996 between Syms Corp and
Ronald Zindman (10-K Report for fiscal year ended March 1, 1997)
10.36+ Stock Option Certificate for Ronald Zindman (10-K Report for fiscal
year ended March 1, 1997)
10.37 Promissory note and mortgage from Syms Corp to Marcy Syms (10-K
Report for fiscal year ended March 1, 1997)
10.38 First Amendment to Revolving Credit Agreement, dated as of November
24, 1997, between Syms Corp and Summit Bank. (10-K Report for fiscal
year ended February 28, 1998)
10.39 Credit Program Agreement, dated January 27, 2000 between Syms Corp
and Conseco Finance Corp (10-K report for fiscal year ended February
26, 2000)
10.40 Second Amendment to Revolving Credit Agreement, dated as of May 27,
2000, between Syms Corp and Fleet National Bank (successor to Summit
Bank) (10-Q Report for quarter ended May 27, 2000)
10.41+ Amendment to the Amended and Restated Incentive Stock Option and
Appreciation (10-Q Report for quarter ended November 25, 2000.)
10.42* Third Amendment to Revolving Credit Agreement, dated as November 24,
2000, between Syms Corp and Fleet National Bank (successor to Summit
Bank)
10.43* Fourth Amendment to Revolving Credit Agreement, dated as of May 4,
2001, between Syms Corp and Fleet National Bank.
10.44* Promissory note and mortgage from Syms Corp to Marcy Syms dated April
1, 2001
21* List of Subsidiaries of the Company
23* Consent of Deloitte & Touche LLP
(b) Reports on Form 8-K:
During the quarter ended March 3, 2001 no reports on Form 8-K were
filed.
13
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, thereunto duly authorized.
SYMS CORP
By: /s/ MARCY SYMS
---------------------------------------
Marcy Syms
Chief Executive Officer/President
Date: May 31, 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Annual Report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ SY SYMS Chairman of the Board May 31, 2001
- ------------------------ and Director
Sy Syms
/s/ MARCY SYMS Chief Executive Officer/President May 31, 2001
- ------------------------ and Director
Marcy Syms (Principal executive officer)
/s/ ANTONE F. MOREIRA Vice President, Treasurer and May 31, 2001
- ------------------------ Chief Financial Officer and Director
Antone F. Moreira (Principal financial and accounting
officer)
/s/ HARVEY A. WEINBERG Director May 31, 2001
- ------------------------
Harvey A. Weinberg
/s/ DAVID A. MESSER Director May 31, 2001
- ------------------------
David A. Messer
/s/ WILBUR L. ROSS, JR. Director May 31, 2001
- ------------------------
Wilbur L. Ross, Jr.
14
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Syms Corp
Secaucus, New Jersey
We have audited the accompanying consolidated balance sheets of Syms Corp and
Subsidiaries as of March 3, 2001 and February 26, 2000, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the three years ended March 3, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 he accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Syms Corp and Subsidiaries as of
March 3, 2001 and February 26, 2000 and the results of their operations and
their cash flows for each of the three years in the period ended March 3, 2001,
in conformity with accounting principles generally accepted in the United States
of America.
April 19, 2001
F-1
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
MARCH 3, FEBRUARY 26,
2001 2000
--------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 7,485 $ 9,682
Merchandise inventories 99,186 116,357
Deferred income taxes 6,252 3,221
Prepaid expenses and other current assets 4,238 3,002
--------- ---------
Total current assets 117,161 132,262
PROPERTY AND EQUIPMENT - NET 150,587 162,447
DEFERRED INCOME TAXES 2,924 916
OTHER ASSETS 6,195 4,689
--------- ---------
TOTAL ASSETS $ 276,867 $ 300,314
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 16,453 $ 27,374
Accrued expenses 8,347 11,569
Accrued insurance 2,813 2,774
Obligations to customers 2,910 2,733
--------- ---------
Total current liabilities 30,523 44,450
OTHER LONG TERM LIABILITIES 2,409 2,436
COMMITMENTS (Note 7) -- --
SHAREHOLDERS' EQUITY:
Preferred stock, par value $100 per share - authorized 1,000
shares; none outstanding -- --
Common stock, par value $0.05 per share - authorized 30,000
shares; 15,760 shares outstanding as of March 3, 2001
(net of 2,128 treasury shares) and 15,960 shares outstanding
as of February 26, 2000 (net of 1,928 treasury shares) 788 798
Additional paid-in capital 13,752 13,752
Treasury stock (18,821) (17,671)
Retained earnings 248,216 256,549
--------- ---------
Total shareholders' equity 243,935 253,428
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 276,867 $ 300,314
========= =========
See notes to consolidated financial statements.
F-2
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED
---------------------------------------
MARCH 3, FEBRUARY 26, FEBRUARY 27,
2001 2000 1999
--------- --------- ------------
NET SALES $ 342,316 $ 341,570 $ 343,858
Cost of goods sold 215,429 212,845 207,958
--------- --------- ---------
Gross profit 126,887 128,725 135,900
EXPENSES
Selling, general and administrative 84,810 83,592 73,886
Advertising 10,122 10,210 7,581
Occupancy 21,366 20,688 16,717
Depreciation and amortization 11,468 10,580 8,541
Special charges 12,935 0 0
--------- --------- ---------
Income (loss) from operations (13,814) 3,655 29,175
Interest expense (income) - net (153) 10 93
--------- --------- ---------
Income (loss) before income taxes (13,661) 3,645 29,082
Provision (benefit) for income taxes (5,328) 1,421 11,633
--------- --------- ---------
NET INCOME (LOSS) $ (8,333) $ 2,224 $ 17,449
========= ========= =========
Net Income (loss) Per Share -- basic $ (0.52) $ 0.14 $ 1.00
========= ========= =========
Weighted Average Shares Outstanding -- basic 15,950 16,351 17,474
========= ========= =========
Net Income (loss) Per Share -- diluted $ (0.52) $ 0.14 $ 1.00
========= ========= =========
Weighted Average Shares Outstanding -- diluted 15,950 16,362 17,536
========= ========= =========
See notes to consolidated financial statements.
F-3
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
- --------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
ADDITIONAL
PREFERRED STOCK COMMON STOCK PAID-IN TREASURY RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL STOCK EARNINGS TOTAL
------ ------ ------ ------ --------- --------- --------- ---------
BALANCE AS OF -- $ -- 17,849 $ 892 $ 13,102 $ -- $ 236,876 $ 250,870
FEBRUARY 28, 1998
Exercise of stock options -- -- 39 2 650 -- -- 652
Stock buyback -- -- (864) (43) (10,168) (10,211)
Net income -- -- -- -- -- -- 17,449 17,449
------ ------ ------ ------ --------- --------- --------- ---------
BALANCE AS OF
FEBRUARY 27, 1999 -- -- 17,024 851 13,752 (10,168) 254,325 258,760
Stock buyback -- -- (1,064) (53) -- (7,503) -- (7,556)
Net income -- -- -- -- -- -- 2,224 2,224
------ ------ ------ ------ --------- --------- --------- ---------
BALANCE AS OF
FEBRUARY 26, 2000 -- -- 15,960 798 13,752 (17,671) 256,549 253,428
Stock buyback -- -- (200) (10) -- (1,150) -- (1,160)
Net loss -- -- -- -- -- -- (8,333) (8,333)
------ ------ ------ ------ --------- --------- --------- ---------
BALANCE AS OF
MARCH 3, 2001 -- $ -- 15,760 $ 788 $ 13,752 $ (18,821) $ 248,216 $ 243,935
====== ====== ====== ====== ========= ========= ========= =========
See notes to consolidated financial statements.
F-4
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
(IN THOUSANDS)
FISCAL YEAR ENDED
--------------------------------------
MARCH 3, FEBRUARY 26, FEBRUARY 27,
2001 2000 1999
-------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (8,333) $ 2,224 $ 17,449
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization 11,468 10,580 8,541
Deferred income taxes (5,039) (1,103) 2,016
Gain on sale of property and equipment (337) (139) (748)
Non-cash impairment charge 6,473 --
(Increase) decrease in operating assets:
Merchandising inventories 17,171 13,081 (2,410)
Prepaid expenses and other current assets (1,236) 751 868
Other assets (1,559) 637 1,319
Increase (decrease) in operating liabilities:
Accounts payable (10,921) 8,106 (2,718)
Accrued expenses (3,183) 1,844 (1,901)
Obligations to customers 177 (718) (1,057)
Other long term liabilities (27) 869 603
-------- -------- --------
Net cash provided by operating activities 4,654 36,132 21,962
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (6,073) (19,203) (16,250)
Proceeds from sale of property and equipment 382 152 1,064
-------- -------- --------
Net cash used in investing activities (5,691) (19,051) (15,186)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury shares (1,160) (7,556) (10,168)
Repayments of obligations under capital lease -- (419) (481)
Revolving line of credit (repayments) borrowings -- (2,350) 2,350
Exercise of options -- -- 609
-------- -------- --------
Net cash used in financing activities (1,160) (10,325) (7,690)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,197) 6,756 (914)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,682 2,926 3,840
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,485 $ 9,682 $ 2,926
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) $ 311 $ 191 $ 389
======== ======== ========
Income taxes paid, net of refunds $ 1,827 $ 694 $ 7,507
======== ======== ========
See notes to consolidated financial statements.
F-5
SYMS CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED MARCH 3, 2001, FEBRUARY 26, 2000 AND FEBRUARY 27, 1999
- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Principal Business - Syms Corp and subsidiaries (the "Company") operates a
chain of 45 "off-price" retail stores located throughout the Northeastern
and Middle Atlantic regions and in the Midwest, Southeast and Southwest.
Each Syms store offers a broad range of first quality, in-season
merchandise bearing nationally recognized designer or brand-name labels for
men, women and children.
b. Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated.
c. Accounting Period - The fiscal year ended March 3, 2001 was comprised of 53
weeks and fiscal years ended February 26, 2000 and February 27, 1999 were
comprised of 52 weeks.
d. Cash and Cash Equivalents- Syms Corp considers credit card receivables and
all short-term investments with an original maturity of three months or
less as cash equivalents.
e. Merchandise Inventories - Merchandise inventories are stated at the lower
of cost or market on a first-in first- out (FIFO) basis, as determined by
the retail inventory method.
f. Property and Equipment - Property and equipment are stated at cost.
Depreciation and amortization are principally determined by the
straight-line method over the following estimated useful lives:
Buildings and improvements 15 - 39 years
Machinery and equipment 4 - 7 years
Furniture and fixtures 7-10 years
Leasehold improvements Lesser of life of the asset or life of lease
g. Income Taxes - Deferred income taxes reflect the future tax consequences of
differences between the tax basis of assets and liabilities and their
financial reporting amounts at year end.
h. Obligation to Customers - Obligations to customers represent credits issued
for returned merchandise as well as gift certificates.
i. Use of Estimates - The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
j. Reclassification - Certain items in prior years in specific captions of the
accompanying consolidated financial statements and notes to consolidated
financial statements have been reclassified for comparative purposes.
k. Revenue Recognition - The Company recognizes revenue at the "point of
sale". Allowance for sales returns is recorded as a component of net sales
in the period in which the related sales are recorded.
F-6
l. Comprehensive Income - Comprehensive income is equivalent to the Company's
net income for fiscal years 2000, 1999 and 1998.
m. Segment Reporting - Statement of Financial Accounting Standards (SFAS) No.
131, "Disclosures about Segments of an Enterprise and Related Information"
establishes standards for reporting information about a company's operating
segments. It also establishes standards for related disclosures about
products and services, geographic areas and major customers. The Company
operates in a single operating segment - the operation of retail off-price
stores. Revenues from external customers are derived from merchandise
sales. The Company's merchandise sales mix by product category for the last
three fiscal years was as follows:
Fiscal Year
--------------------------
2000 1999 1998
---- ---- ----
Men's tailored clothes and haberdashery 54% 54% 53%
Women's dresses, suits, separates and accessories 31% 30% 31%
Shoes 6% 7% 8%
Children's wear 7% 7% 6%
Luggage, domestics and fragrances 2% 2% 2%
---- ---- ----
100% 100% 100%
The Company does not rely on any major customers as a source of revenue.
n. Computer Software Costs - In March 1998, the American Institute of
Certified Public Accountants issued Statement of Position ("SOP") 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." SOP 98-1 requires capitalization of costs of software
developed or purchased for internal use. The Company adoption of the SOP
for 1999 which resulted in the capitalization of software development costs
of approximately $4,428,000. The after tax effect on net income in 1999 was
approximately $2,399,000 or $.15 per diluted share. There were no
significant costs in 1998 that would have impacted net income in 1998 if
the Company adopted the SOP earlier.
o. In June 1998, Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133")
was issued. In June 2000, Statement of Financial Accounting Standards No.
138, "Accounting for Certain Derivative Instruments and Hedging Activities,
an Amendment of FASB Statement No. 133" ("SFAS 138") was issued. SFAS 133
and SFAS 138 address the accounting for derivative instruments, including
certain derivative instruments embedded in other contracts, and hedging
activities. The Company is required to adopt SFAS 133 and SFAS 138 in the
first quarter of 2001. The Company anticipates that the adoption of SFAS
133 and SFAS 138 as of March 4, 2001 will not have a material effect on its
financial position or results of operations.
F-7
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of:
MARCH 3, FEBRUARY 26,
2001 2000
--------- ---------
(IN THOUSANDS)
Land $ 40,584 $ 40,628
Buildings and building improvements 115,788 115,205
Leasehold and leasehold improvements 44,793 51,318
Machinery and equipment 30,077 28,193
Furniture and fixtures 21,480 20,487
Capital lease -- 3,763
Construction in progress 1,248 392
--------- ---------
253,970 259,986
Less accumulated depreciation and amortization 103,383 97,539
--------- ---------
$ 150,587 $ 162,447
========= =========
NOTE 3 - INCOME TAXES
The provision (benefit) for income taxes is as follows:
FISCAL YEAR ENDED
------------------------------------------
MARCH 3, FEBRUARY 26, FEBRUARY 27,
2001 2000 1999
------- -------- --------
(IN THOUSANDS)
Current
Federal $ -- $ 2,366 $ 8,009
State (289) 158 1,608
------- -------- --------
(289) 2,524 9,617
------- -------- --------
Deferred
Federal (4,047) (190) 1,622
State (992) (913) 394
------- -------- --------
(5,039) (1,103) 2,016
------- -------- --------
$(5,328) $ 1,421 $ 11,633
======= ======== ========
F-8
The following is a reconciliation of income taxes computed at the U.S. Federal
statutory rate to the provision for income taxes:
FISCAL YEAR ENDED
----------------------------------------
MARCH 3, FEBRUARY 26, FEBRUARY 27,
2001 2000 1999
------- ----------- ------------
Statutory Federal income tax rate (35.0%) 35.0% 35.0%
State taxes, net of Federal income
tax benefits (8.1%) (10.3) 4.4
Officers' life insurance 4.1% 14.3 0.6
------ ----- ----
Effective income tax rate (39.0%) 39.0% 40.0%
====== ===== ====
The composition of the Company's deferred tax assets and liabilities is as
follows:
FISCAL YEAR ENDED
-----------------------------
MARCH 3, FEBRUARY 26,
2001 2000
------- -------
(IN THOUSANDS)
Deferred tax assets:
Capitalization of inventory costs $ 1,266 $ 1,414
Accounts receivable 76 81
Net operating losses 4,559 583
Other 3,888 3,041
------- -------
Total deferred tax assets 9,789 5,119
Deferred tax liability:
Depreciation method and different estimated lives (536) (915)
Other (77) (67)
------- -------
Total deferred tax liabilities (613) (982)
------- -------
Net $ 9,176 $ 4,137
======= =======
Current deferred tax asset $ 6,252 $ 3,221
Long term deferred tax asset (net of non-current deferred tax liability) 2,924 916
------- -------
Net $ 9,176 $ 4,137
======= =======
At March 3, 2001 the Company had a federal net operating loss of approximately
$9,000,000 that expires in 2021.
F-9
NOTE 4 - BANK CREDIT FACILITIES
The Company has an unsecured revolving credit agreement with a bank for a line
of credit not to exceed $30,000,000 through May 3, 2002. Interest on individual
advances is payable quarterly at 1 1/2% per annum below the bank's base rate,
except that at the time of advance, the Company has the option to select an
interest rate based upon one of two other alternative calculations, with such
rate to be fixed for a period not to exceed 90 days. The average daily unused
portion is subject to a commitment fee of 3/8 of 1% per annum. There were no
outstanding borrowings against this agreement at the end of the fiscal years
March 3, 2001 and February 26, 2000.
The agreement contains financial covenants, with respect to consolidated
tangible net worth, as defined, working capital and maximum capital
expenditures, including dividends (defined to include cash repurchases of
capital stock), as well as other financial ratios. The Company was not in
compliance with certain financial covenants during the year ended March 3, 2001
and received a waiver for such non-compliance. Management expects to be in
compliance through 2001. Because compliance is based on managements' estimates
and actual results can differ from these estimates, compliance through 2001
cannot be assured. The Company believes the assumptions used are appropriate.
Total interest charges incurred for the years ended March 3, 2001, February 26,
2000 and February 27, 1999, including amounts related to capital leases, were
$319,000, $577,000, and $607,000, respectively, of which $14,000, $40,000, and
$147,000 were capitalized in fiscal 2000, 1999 and 1998, respectively, in
connection with the construction of new facilities.
In addition, the Company has a separate $10,000,000 credit facility with another
bank available for the issuance of letters of credit for the purchase of
merchandise. This agreement may be canceled at any time by either party. At
March 3, 2001 and at February 26, 2000 the Company had $2,592,704 and
$3,264,965, respectively, in outstanding letters of credit.
NOTE 5 - STORE CLOSING COSTS
During the third quarter, the Company recorded a store closing cost of $12.9
million relating to a plan to close five stores, including its Boston,
Massachusetts store (which closed October 29, 2000), and an additional lease
commitment cost associated with a previously closed store. The action was taken
by the Company to enhance competitiveness, reduce expenses and to improve
efficiencies. The company anticipates other stores will close in the next twelve
months. The charges and related remaining accruals consist of the following (in
thousands):
Amount remaining
Charges at March 3, 2001
-------- ----------------
Store closing costs:
Lease commitments $ 6,033 $ 1,077
Impairment of property & equipment (non cash) 6,417 --
Severance and other employee benefits 160 14
Other 325 342
-------- -------
$ 12,935 $ 1,429
======== =======
Lease commitment costs, including a termination charge, were incurred for
contractual obligations that existed on two stores.
An impairment charge was recorded where management's estimates indicated that
projected operations yielded cumulative operating losses before depreciation and
amortization, on both an undiscounted and discounted basis. The Company did not
believe it could improve the profitability and expected cash flows to continue
to be negative. The amount of impairment was measured on the basis of projected
discounted operating income using a discount rate
F-10
indicative of the Company's average cost of funds, before the effects of
depreciation and amortization. As a result of this elevation, the Company
determined that the fixed assets could not be recovered. The costs incurred
included the write-off of leasehold improvements and furniture and fixtures to
their net realizable value.
NOTE 6 - FAIR VALUE DISCLOSURES
The estimated fair values of financial instruments which are presented herein
have been determined by the Company using available market information and
appropriate valuation methodologies. However, considerable judgment is required
in interpreting market data to develop estimates of fair value. Accordingly, the
estimates presented herein are not necessarily indicative of amounts the Company
could realize in a current market exchange.
The fair value of the Company's cash and cash equivalents, accounts receivable
and accounts payable approximates their carrying values at March 3, 2001 and
February 26, 2000 due to the short-term maturities of these instruments.
NOTE 7 - PENSION AND PROFIT SHARING PLANS
a. PENSION PLAN - The Company has a defined benefit pension plan for all
employees other than those covered under collective bargaining agreements.
The benefits are based on years of service and the employee's highest
average pay during any five consecutive years within the ten-year period
prior to retirement. Pension plan costs are funded annually. Contributions
are intended to provide not only for benefits attributed to service to
date, but also for those expected to be earned in the future.
The following information on the Company's pension plan is provided:
MARCH 3, FEBRUARY 26, FEBRUARY 27,
2001 2000 1999
------- ------------ ------------
(IN THOUSANDS)
CHANGE IN BENEFIT OBLIGATION:
Net benefit obligation at beginning of year $ 5,195 $ 5,586 $ 4,890
Service cost 510 437 477
Interest cost 385 356 334
Actuarial (gain) loss 183 (879) 162
Gross benefits paid (244) (305) (277)
------- ------- -------
Net benefit obligation at end of year $ 6,029 $ 5,195 $ 5,586
======= ======= =======
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year $ 5,684 $ 5,137 $ 4,655
Employer contributions 345 249 203
Gross benefits paid (244) (305) (277)
Actual return on plan assets 29 603 556
------- ------- -------
Fair value of plan assets at end of year $ 5,814 $ 5,684 $ 5,137
======= ======= =======
Funded status at end of year $ (214) $ 489 (449)
Unrecognized net actuarial (gain) (199) (860) 170
Unrecognized transition amount (25) (51) (76)
------- ------- -------
Accrued benefit costs $ (438) $ (422) $ (355)
======= ======= =======
F-11
Pension expenses includes the following components:
FISCAL YEAR ENDED
----------------------------------------
MARCH 3, FEBRUARY 26, FEBRUARY 27,
2001 2000 1999
-------- ------------ ------------
(IN THOUSANDS)
COMPONENTS OF NET
PERIODIC BENEFIT COST:
Service cost $510 $437 $477
Interest cost 385 356 334
Return on Assets (29) (603) (556)
Amortization of actuarial loss (504) 125 132
---- ---- ----
Net periodic benefit cost $362 $315 $387
==== ==== ====
WEIGHTED-AVERAGE
ASSUMPTIONS USED:
Discount rate 7.25% 7.75% 6.75%
Rate of compensation increase 4.50% 4.50% 4.50%
The expected long-term rate of return on plan assets was 8.5% during each
of the years ended March 3, 2001 and February 26, 2000.
b. PROFIT-SHARING AND 401(k) PLAN - The Company has a profit-sharing plan and
401(k) plan for all employees other than those covered under collective
bargaining agreements. In 1995, the Company established a defined
contribution savings plan 401(k) for substantially all of its eligible
employees. Employees may contribute a percentage of their salary to the
plan subject to statutory limits. The Company has not made any matching
contributions to this plan during the fiscal year ended March 3, 2001.
However, profit-sharing contributions were made in the amounts of $18,900
for year ended February 26, 2000, $180,000 for the year ended February 27,
1999 and $222,000 for the year ended February 28, 1998.
NOTE 8 - COMMITMENTS
a. LEASES - The Company has various operating leases for its retail stores,
with terms expiring between 2001 and 2018. Under most lease agreements, the
Company pays real estate taxes, maintenance and other operating expenses.
Certain store leases also provide for additional contingent rentals based
upon a percentage of sales in excess of certain minimum amounts.
F-12
Future minimum lease payments at March 3, 2001 are as follows:
OPERATING
LEASES
------------
2001 $ 10,606,643
2002 9,171,710
2003 8,599,835
2004 8,283,200
2005 8,084,892
2006 and thereafter 35,717,729
------------
Total minimum payments $ 80,464,009
============
Rent expense for operating leases are as follows:
FISCAL YEAR ENDED
-----------------------------------------------
MARCH 3, FEBRUARY 26, FEBRUARY 27,
2001 2000 1999
-------- ------- ------
(IN THOUSANDS)
Minimum rentals due $ 11,131 $10,477 $7,608
Escalation rentals accrued 516 868 584
Contingent rentals 15 16 26
Sublease rentals (528) (512) (875)
-------- ------- ------
$ 11,134 $10,849 $7,343
======== ======= ======
b. EMPLOYMENT AGREEMENT - The Company has an employment agreement with its
General Merchandising Manager, expiring 2009, pursuant to which annual
compensation of approximately $350,000 is required. In addition, that
employee is entitled to additional compensation upon occurrence of certain
events.
c. LEGAL PROCEEDINGS - The Company is a party to routine litigation incident
to its business. Management of the Company believes, based upon its
assessment of the actions and claims outstanding against the Company, and
after discussion with counsel, that there are no legal proceedings that
will have a material adverse effect on the financial condition or results
of operations of the Company. Some of the lawsuits to which the Company is
a party are covered by insurance and are being defended by the Company's
insurance carriers.
NOTE 9 - PREFERRED STOCK
The Company is authorized to issue up to 1,000,000 shares of preferred stock, in
one or more series of preferred stock. The Board of Directors is authorized to
establish the number of shares to be included in each such series, and to fix
the designation, relative rights, preferences, qualifications and limitations of
the shares of each such series.
F-13
NOTE 10 - STOCK OPTION PLAN
The Company's Stock Option Plan allows for the granting of incentive stock
options, as defined in Section 422A of the Internal Revenue Code of 1986 (as
amended), non-qualified stock options or stock appreciation rights. The plan
requires that incentive stock options be granted at an exercise price not less
than the fair market value of the common shares on the date the option is
granted. The exercise price of the option for holders of more than 10% of the
voting rights of the Company must be not less than 110% of the fair market value
of the common shares on the date of grant. Non-qualified options and stock
appreciation rights may be granted at any exercise price. The Company has
reserved 1,500,000 shares of common stock for issuance thereunder.
No option or stock appreciation rights may be granted under the stock option
plan after July 2003. The maximum exercise period for any option or stock
appreciation right under the plan is ten years from the date the option is
granted (five years for any optionee who holds more than 10% of the voting
rights of the Company).
SFAS No. 123 encourages (but does not require) compensation expense to be
measured based on the fair value of the equity instrument awarded. In accordance
with APB No. 25, no compensation cost has been recognized in the Consolidated
Statements of Operations for the Company's stock option plans. If compensation
cost for the Company's stock option plans had been determined in accordance with
the fair value method prescribed by SFAS No. 123, the Company's pro forma net
income (loss) and earnings per share would be as follows:
2000 1999 1998
-------- ------- -------
Net Income (loss) (in thousands) ($8,892) $ 1,893 $17,320
Net Income (loss) per share - basic ($.56) $ 0.12 $ 1.00
Net Income (loss) per share - diluted ($.56) $ 0.12 $ 1.00
This pro forma information may not be representative of the amounts to be
expected in future years as the fair value method of accounting prescribed by
SFAS No. 123 has not been applied to options granted prior to 1996.
The fair value of each option grant is estimated on the date of each grant using
the Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 1999 and 1998: risk-free interest rate of 6.47%
and 4.75% expected life 5 and 10 years, expected volatility of 35.38% and 31.33%
and dividend yield 0%. There were no stock options granted in 2000. The fair
value generated by the Black-Scholes model may not be indicative of the future
benefit, if any, that may be received by the option holder.
F-14
STOCK option transactions are summarized below:
FISCAL YEAR ENDED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
-----------------------------------------------------------------------------
MARCH 3, 2001 FEBRUARY 26, 2000 FEBRUARY 27, 1999
--------------------- ------------------ -------------------
WEIGHTED WEIGHTED WEIGHTED
FISCAL AVERAGE FISCAL AVERAGE FISCAL AVERAGE
2000 EXERCISE 1999 EXERCISE 1998 EXERCISE
FIXED OPTIONS SHARES PRICE SHARES PRICE SHARES PRICE
------ -------- ------ -------- ------ --------
Outstanding
beginning of year 1,184 $7.33 493 $10.01 347 $ 9.75
Granted -- -- 724 5.63 200 10.69
Exercised -- -- -- -- (38) 10.70
Cancelled (78) 8.64 (33) 9.98 (16) 11.07
----- ----- ----- ------ ---- ------
Outstanding, end of period 1,106 $7.24 1,184 $ 7.33 493 $10.01
===== ===== ===== ====== ==== ======
Options exerciseable at year end 672 $8.19 550 $ 9.02 430 $10.30
Weighted-average fair value of
options granted during the year -- $2.36 $ 3.74
The following table summarizes information about stock options outstanding at
March 3, 2001:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------------ -------------------
WEIGHTED-AVERAGE
NUMBER REMAINING NUMBER
RANGE OF OUTSTANDING AT CONTRACTURAL EXERCISABLE AT
EXERCISE PRICES MARCH 3, 2001 LIFE (YEARS) MARCH 3, 2001
--------------- -------------- ---------------- --------------
$5.625 681,725 8.7 272,690
8.00 87,500 5.5 62,500
8.50 25,100 1.6 25,100
9.625 18,500 0.1 18,500
9.75 50,000 2.3 50,000
9.88 25,000 6.2 25,000
10.625 5,650 2.1 5,650
10.6875 200,000 7.6 200,000
11.50 12,500 1.1 12,500
F-15
NOTE 11 - NET INCOME PER SHARE
In accordance with SFAS 128, basic net income (loss) per share has been computed
based upon the weighted average common shares outstanding. Diluted net income
per share gives effect to outstanding stock options.
Net income per share have been computed as follows:
FISCAL 2000 FISCAL 1999 FISCAL 1998
----------- ----------- -----------
BASIC NET INCOME PER SHARE:
Net Income (loss) ($ 8,333) $ 2,224 $ 17,449
Average shares outstanding 15,950 16,351 17,474
Basic net income (loss) per share ($0.52) $ 0.14 $ 1.00
DILUTED NET INCOME PER SHARE:
Net Income (loss) ($ 8,333) $ 2,224 $ 17,449
Average shares outstanding 15,950 16,351 17,474
Stock options 0 11 62
-------- -------- --------
Total average equivalent shares 15,950 16,362 17,536
Diluted net income (loss) per share ($0.52) $ .14 $ 1.00
Options to purchase 1,106,000, 367,000 and 396,000 shares of common stock at
prices ranging from $5.625 to $12.250 per share were outstanding in 2000, 1999
and 1998, respectively, but were not included in the computation of diluted net
income per share because the exercise price of the options exceed the average
market price and would have been antidilutive.
NOTE 12 - RELATED PARTY TRANSACTIONS
Included in the Statements of Operations are the following expenses relating to
a real estate capital lease with an officer (this lease expired November 30,
1999). During the fiscal year ended March 3, 2001, the Company paid to Sy Syms
$600,000 in fixed rent.
MARCH 3, FEBRUARY 26, FEBRUARY 27,
2001 2000 1999
------- ------------ ------------
(IN THOUSANDS)
Depreciation -- $ 100 $ 161
Interest -- 31 119
F-16
The balance sheet includes the following items relating to this agreement:
MARCH 3, 2001 FEBRUARY 26, 2000
------------- -----------------
(IN THOUSANDS)
Assets under Capital Lease -- $ 3,763
Accumulated Depreciation -- (3,756)
Capital Lease Obligation -- --
On April 2, 2001, the Company loaned the Marcy Syms Revocable Trust $800,000.
The loan is evidenced by the Trust's ten-year Note which is guaranteed by
Ms. Syms and is secured by a first priority mortgage on the real estate which
Ms. Syms owns in Westchester County. The Note bears interest at the rate of
5.43% per annum (the then applicable federal long-term rate) payable annually.
NOTE 13 - UNAUDITED SELECTED QUARTERLY FINANCIAL DATA
QUARTER
----------------------------------------
FIRST SECOND THIRD FOURTH
-------- ------ -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED MARCH 3, 2001
Net sales $ 81,192 $ 74,621 $ 94,309 $ 92,194
Gross profit 31,317 26,725 33,417 35,428
Net income (loss) 144 (2,976) (7,699) 2,198
Net income (loss) per share - basic 0.01 (0.19) (0.48) 0.14
Net income (loss) per share - diluted 0.01 (0.19) (0.48) 0.14
QUARTER
----------------------------------------
FIRST SECOND THIRD FOURTH
-------- ------ -------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED FEBRUARY 26, 2000
Net sales $ 79,771 $ 72,794 $ 95,628 $ 93,377
Gross profit 31,846 23,926 36,776 36,177
Net income (loss) 834 (3,525) 2,796 2,119
Net income (loss) per share - basic 0.05 (0.21) 0.17 0.13
Net income (loss) per share - diluted 0.05 (0.21) 0.17 0.13
F-17