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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 2, 2002
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 6, 2002 was $45,144,640 based upon the closing price of
such stock on that date.
As of May 2, 2002, 15,782,278 shares of Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's Proxy Statement for the 2002 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 42 "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 42 stores and the aggregate amount of selling space in Syms stores
increased from approximately 2,000 square feet to approximately 1,685,000 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 42 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 2, 2002, net sales were generated by the following
categories:
Men's tailored clothes and haberdashery ........... 51%
Women's dresses, suits, separates and accessories.. 31%
Shoes ............................................. 7%
Children's wear ................................... 8%
Luggage, domestics and fragrances ................. 3%
---
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.
2
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 the 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 274 years. Most
merchandise is received from manufacturers at the distribution center where it
is inspected, ticketed and allocated to particular stores.
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 4.6 % 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.
3
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 2, 2002, the Company had 2,168 employees of whom approximately 722
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.
ITEM 2. PROPERTIES
THE STORES
Location
At March 2, 2002, the Company had 42 stores, 19 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
STATE LOCATION OWNED SPACE
----- -------- ----- -----
CONNECTICUT
Fairfield Owned 32,000
Hartford Leased 31,000
FLORIDA
Fort Lauderdale Owned 44,000
Miami Owned 45,000
West Palm Beach Owned 36,000
Tampa Owned 38,000
Kendall Leased 32,000
GEORGIA
Norcross Owned 51,000
Marietta Owned 39,000
ILLINOIS
Addison Owned 47,000
Niles Leased 32,000
Chicago Leased 39,000
MARYLAND
Baltimore Leased 43,000
Rockville Owned 61,000
Towson Leased 41,000
MASSACHUSETTS
Norwood Leased 36,000
Peabody Leased 39,000
MICHIGAN
Southfield Owned 46,000
Troy Leased 37,000
MISSOURI
St. Louis Leased 33,000
4
LEASED/ SELLING
STATE LOCATION OWNED SPACE
----- -------- ----- -----
NEW YORK/NEW JERSEY
Park Avenue Leased 45,000
Trinity Owned 40,000
Westbury Owned 72,000
Commack Owned 36,000
Westchester Leased 50,000
Rochester Owned 32,000
Buffalo Owned 39,000
Paramus Owned 56,000
Woodbridge Leased 32,000
Secaucus Owned 29,000
Cherry Hill Owned 40,000
Lawrenceville Leased 54,000
NORTH CAROLINA
Charlotte Leased 30,000
OHIO
Highland Heights Leased 36,000
PENNSYLVANIA
King of Prussia Owned 41,000
Monroeville Owned 31,000
Pittsburgh Leased 40,000
RHODE ISLAND
N. Cranston Leased 27,000
TEXAS
Dallas Owned 42,000
Houston Owned 34,000
Hurst Owned 38,000
VIRGINIA
Falls Church Leased 39,000
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.
Syms also owns land in central New Jersey in a commercial zoned area where
it does not intend to build, and land and buildings and Northern Ohio at the
site of a closed store.
Lease Terms
Nineteen of the Company's 42 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)
- -------- ------------ --------------- ------------------
2002 ..................... 1 0 0
2003 ..................... 1 0 0
2004 ..................... 1 1 1 - 10 years
2005 ..................... 4 4 5
2006 ..................... 1 1 3 - 5 years
2007 and thereafter ...... 11 7 2.5 - 5 years
- ----------
(1) The Elmsford, New York store is occupied on a 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.
5
Store leases provide for a base rental of between approximately $4.00 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. Minimum rental payments for Syms' leased stores
aggregated $9,341,297 for the year ended March 2, 2002, of which $600,000 was
paid to Sy Syms as fixed rent.
Store Openings/Closings
No new stores were opened this year. Three stores were closed this fiscal
year. These stores were located in Sharonville, OH, Franklin Mills, PA and
Potomac, VA.
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.
6
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The common stock of the Company (the "Common Stock") is listed for trading
on the New York Stock Exchange under the symbol "SYM". The following table sets
forth the high and low sales prices for the Company's Common Stock as reported
by the New York Stock Exchange within the two most recent fiscal years of the
Company.
HIGH LOW
---- ---
Quarter ended March 2, 2002 ............. $ 6.40 $ 5.00
Quarter ended December 1, 2001 .......... 5.80 4.85
Quarter ended September 1, 2001 ......... 6.95 5.43
Quarter ended June 2, 2001 .............. 8.00 5.72
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
HOLDERS
As of May 2, 2002 there were 130 record holders of the Company's Common
Stock. The Company believes that there were in excess of 1,416 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 2, 2002 and March 3, 2001. 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.
7
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 2, 2002, March 3, 2001, February 26, 2000, February 27, 1999 and February
28, 1998. The selected financial data presented below should be read in
conjunction with such Financial Statements and notes thereto.
FISCAL YEAR ENDED
--------------------------------------------------------------------------------
MARCH 2, MARCH 3, FEBRUARY 26, FEBRUARY 27, FEBRUARY 28,
2002 2001 2000 1999 1998
--------- --------- --------- --------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Net sales .............................. $ 287,744 $ 342,316 $ 341,570 $ 343,858 $ 352,959
Net income (loss) ..................... (2,319) (8,333) 2,224 17,449 23,036
Net income (loss) per share - basic .... (0.15) (0.52) 0.14 1.00 1.30
Net income (loss) per share - diluted.. (0.15) (0.52) 0.14 1.00 1.29
BALANCE SHEET DATA:
Working capital ........................ $ 85,961 $ 86,638 $ 87,812 $ 101,592 $ 99,728
Total assets ........................... 276,494 276,867 300,314 298,742 294,192
Capitalized leases ..................... -- -- -- -- 419
Other long term liabilities ............ 2,118 2,409 2,436 1,567 964
Shareholders' equity ................... 241,457 243,935 253,428 258,760 250,870
8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report (including but not limited to factors discussed below,
in the "Management's Discussion and Analysis of Financial Condition and Results
of Operations," as well as those discussed elsewhere in this Annual Report on
Form 10-K) 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
herein 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 and elsewhere described
in this Annual Report and other reports filed with the Securities and Exchange
Commission.
CRITICAL ACCOUNTING POLICIES AND ESTIMATE
The preparation of financial statements in conformity with generally
accepted accounting principles requires the appropriate application of certain
accounting policies, many of which require us to make estimates and assumptions
about future events and their impact on amounts reported in the financial
statements and related notes. Since future events and their impact cannot be
determined with certainty, the actual results will inevitably differ from our
estimates. Such differences could be material to the consolidated financial
statements.
The Company believes application of accounting policies, and the estimates
inherently required by the policies, are reasonable. These accounting policies
and estimates are constantly reevaluated, and adjustments are made when facts
and circumstances dictate a change. Historically, the Company has found the
application of accounting policies to be appropriate, and actual results have
not differed materially from those determined using necessary estimates.
The Company's accounting policies are more fully described in Note 1 to the
Consolidated Financial Statements, located in this Annual Report. The Company
has identified certain critical accounting policies that are described below.
MERCHANDISE INVENTORY - Inventories are valued at lower of cost or market
using the retail first-in, first-out ("FIFO") inventory method. Under the retail
inventory method ("RIM"), the valuation of inventories at cost and the resulting
gross margins are calculated by applying a calculated cost to retail ratio to
the retail value of inventories. RIM is an averaging method that has been widely
used in the retail industry due to its practicality. Additionally, it is
recognized that the use of RIM will result in valuing inventories at the lower
of cost or market if markdowns are currently taken as a reduction of the retail
value of inventories. Inherent in the RIM calculation are certain significant
management judgments and estimates including, among others, merchandise markon,
markups, and markdowns, which significantly impact the ending inventory
valuation at cost as well as resulting gross margins. Management believes that
the Company's RIM and application of FIFO provides an inventory valuation which
reasonably approximates cost using a first-in, first-out assumption and results
in carrying value at the lower of cost or market. If actual market conditions
are less favorable than those projected by management, additional markdowns may
be required.
9
LONG-LIVED ASSET - In evaluation of the fair value and future benefits of
long-lived assets, the Company performs an analyses of the anticipated
undiscounted future net cash flows of the related long-lived assets. If the
carrying value of the related asset exceeds the undiscounted cash flows, the
Company reduces the carrying value to its fair value, which is generally
calculated using discounted cash flows. Various factors including future sales
growth and profit margins are included in this analysis. To the extent these
future projections or our strategies change, the conclusion regarding impairment
may differ from the Company's current estimates.
DEFERRED TAX VALUATION ALLOWANCE - The Company records a valuation
allowance to reduce its deferred tax assets to the amount that is more likely
than not to be realized. The Company has considered future taxable income and
ongoing prudent and feasible tax planning strategies in assessing the need for
the valuation allowance, if the Company were to determine that it would be able
to realize its deferred tax assets in the future in excess of its net recorded
amount, an adjustment to the deferred tax asset would increase income in the
period such determination was made. Likewise, should the Company determine that
it would not be able to realize all or part of our net deferred tax asset in the
future, an adjustment to the deferred tax asset would be charged to income in
the period such determination was made.
RESULTS OF OPERATIONS
The following discussion compares the fiscal years ended March 2, 2002,
March 3, 2001 and February 26, 2000. The fiscal years ended March 2, 2002 and
February 26, 2000 were each comprised of 52 weeks. The fiscal year ended March
3, 2001 was comprised of 53 weeks.
Fiscal Year Ended March 2, 2002 (Fiscal 2001) Compared to Fiscal Year Ended
March 3, 2001 (Fiscal 2000)
Net sales for the fiscal year ended March 2, 2002, were $287,744,000, a
decrease of $54,572,000 (15.9%) as compared to net sales of $342,316,000 for the
fiscal year ended March 3, 2001. The decline in sales for fiscal 2001 as
compared to fiscal 2000 can be largely attributable to (1) a 13.2% decline in
comparable store sales due to the difficult economic environment, (2) the extra
week in fiscal 2000 which amounted to approximately $4,013,000, (3) the closing
of three stores located in Boston, MA, Gurnee, IL and Sharonville, OH, which
sales in fiscal 2000 amounted to approximately $9,200,000 and (4) the closing of
the Trinity store located near the World Trade Center site for a period of 18
days following September 11, 2001, which store suffered a sales decline in
fiscal 2001 of approximately $4,500,000.
Gross profit for the fiscal year ended March 2, 2002 was $108,581,000, a
decrease of $18,306,000 (37.7% as a percentage of net sales) as compared to
$126,887,000 (37.1% as a percentage of net sales) for the fiscal year ended
March 31, 2001. Although the gross profit percentage improved in fiscal 2001,
the decline in sales, as noted above, accounts for the shortfall in gross profit
dollars.
Selling, general and administrative (SG&A) expense was $78,261,000 (27.2%
as a percentage of net sales) for the fiscal year ended March 2, 2002 as
compared to $84,810,000 (24.8% as a percentage of net sales) for the fiscal year
ended March 3, 2001. The expenses of the closed stores (Gurnee, IL, Boston, MA,
Sharonville, OH, Franklin Mills, PA and Potomac, VA) amounted to approximately
$3,900,000, and the remainder of the decline results from greater expense
efficiencies in the existing stores. The increase as a percentage of sales is
due principally to a lack of sales leverage in relation to our fixed costs.
Advertising expense for the fiscal year ended March 2, 2002 was $8,936,000
(3.1% as a percentage of net sales) as compared to $10,122,000 (3.0% as a
percentage of net sales) for the fiscal year ended March 3, 2001. The decrease
is primarily due to reduced advertising in certain markets.
10
Occupancy costs were $18,807,000 (6.5% as a percentage of net sales) for
the fiscal year ended March 2, 2002 as compared to $21,366,000 (6.2% as a
percentage of net sales) for the fiscal year ended March 3, 2001. Total
occupancy costs declined by approximately $2,559,000 compared to a year ago. Of
this decline, $2,400,000 is attributable to the five closed stores (Gurnee, IL,
Boston, MA, Sharonville, OH, Franklin Mills, PA and Potomac, VA).
Depreciation and amortization amounted to $11,520,000 (4.0% as a percentage
of net sales) for the fiscal year ended March 2, 2002 as compared to $11,468,000
(3.4% as a percentage of net sales) for the fiscal year ended March 3, 2001.
Other income was recorded by the Company amounting to $6,289,000 as
follows:
Insurance recovery from employee theft ............... $3,000,000
Restitution from the employee relating to the theft .. 1,811,000
Gain on stock due demutualization .................... 1,058,000
Reversal of closed store lease liability ............. 377,000
Other ................................................ 43,000
----------
Total ........................................... $6,289,000
==========
During the third quarter of fiscal 2000, 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, 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 $2,559,000 for the fiscal year ended
March 2, 2002 as compared to a net loss before income taxes of $13,661,000 for
the fiscal year ended March 3, 2001. This variance is largely attributable to
the recording of a store closing charge in the third quarter of fiscal 2000 for
the closing of certain stores.
For the fiscal year ended March 2, 2002, the effective income tax rate was
9.4% compared to 39% for the fiscal year ended March 3, 2001. The reduced income
tax rate is due to the non-deductibility of officer's life insurance premiums.
Fiscal Year Ended March 3, 2001 (Fiscal 2000) Compared to 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) for the fiscal year ended
February 26, 2000. 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.
11
During the third quarter of fiscal 2000, 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.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at March 2, 2002 was $85,961,000 a decrease of $677,000
from March 3, 2001, and the ratio of current assets to current liabilities was
3.61 to 1 as compared to 3.84 to 1 at March 3, 2001.
Net cash provided by operating activities totaled $20,145,000 for fiscal
2002 as compared to $4,654,000 for fiscal 2001. The major reasons for the
increase in cash provided by operating activities can be attributed to lower
inventory levels and lower net loss compared to a year ago.
Net cash used in investing activities was $7,985,000 for fiscal 2002 as
compared to $5,691,000 for fiscal 2001. Purchases of property and equipment
totaled $7,990,000 and $6,073,000 for fiscal years 2002 and 2001, respectively.
The Company purchased a shopping center in West Palm Beach, FL for approximately
$5,700,000 in July 2001. The Company's West Palm Beach store is located in this
shopping center.
Net cash used in financing activities was $160,000 for the fiscal year
ended March 2, 2002 as compared to $1,160,000 for fiscal 2001.
The Company has a revolving credit agreement with a bank for a line of
credit not to exceed $20,000,000 through May 3, 2003. 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. 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 2, 2002, under the
revolving credit agreement, the borrowings peaked at $1,250,000 compared to
$3,425,000 for the period ended March 3, 2001. For the fiscal year ended March
3, 2001, the average amount of borrowings under the revolving credit agreement
was $488,000 with a weighted average interest rate of 8.0%.
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 2, 2002 and at March 3, 2001, the Company had $4,564,076 and $2,592,704,
respectively, in outstanding letters of credit.
The Company has planned capital expenditures of approximately $5,000,000
for the fiscal year ending March 1, 2003.
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 2, 2002, the Company has purchased
23,700 shares which represented 0.2% of its outstanding shares at a total cost
of $167,048.
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 1, 2003.
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.
12
CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
To facilitate an understanding of our contractual obligations and
commercial commitments, the following data is provided:
Payments Due by Period
----------------------------------------------------------------------------------------
(in thousands of dollars) Within After 5
Total 1 year 2-3 years 4-5 years years
----------------------------------------------------------------------------------------
Contractual Obligations
- -----------------------
Employment Agreements ................ $ 2,900,000 $ 350,000 $ 800,000 $ 850,000 $ 900,000
----------------------------------------------------------------------------------------
Acquisition .......................... 2,155,000 2,155,000 -- -- --
----------------------------------------------------------------------------------------
Operating Leases ..................... 67,817,277 9,173,123 15,425,533 13,929,837 29,288,784
----------------------------------------------------------------------------------------
Total Contractual Cash Obligations ... $72,872,277 $11,678,123 $16,225,533 $14,779,837 $30,188,784
========================================================================================
Amount of Commitment Expiration Per Period
----------------------------------------------------------------------------------------
(in thousands of dollars) Total
Amounts Within After 5
Committed 1 year 2-3 years 4-5 years years
----------------------------------------------------------------------------------------
Other Commercial Commitments
- ----------------------------
Lines of Credit, nothing outstanding.. $ -- $ -- -- -- --
Letters of Credit .................... 4,564,076 4,564,076
----------------------------------------------------------------------------------------
Total Commercial Commitments ......... $ 4,564,076 $ 4,564,076 -- -- --
========================================================================================
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued Statement of Financial Standards No. 141,
"Business Combinations" and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets". SFAS 141 eliminates the
pooling-of-interests method of accounting for business combinations initiated
after June 30, 2001 and modifies the application of the purchase accounting
method effective for transactions that are completed after June 30, 2001. SFAS
142 eliminates the requirement to amortize goodwill and intangible assets having
indefinite useful lives but requires testing at least annually for impairment.
Intangible assets that have finite lives will continue to be amortized over
their useful lives. SFAS 142 will apply to goodwill and intangible assets
arising from transactions completed before and after the Statement's effective
date of January 1, 2002. The adoption of SFQAS 141 did not have a material
effect on the Company's financial position or operations in fiscal 2001, and
SFAS 141 and the adoption of SFAS 142 are not anticipated to have any effect in
fiscal 2002.
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 requires the Company to record the fair value of an
asset retirement obligation as a liability in the period in which it incurs a
legal obligation associated with the retirement of tangible long-lived assets.
The Company also records a corresponding asset which is depreciated over the
life of the asset. Subsequent to the initial measurement of the asset retirement
obligation, the obligation will be adjusted at the end of each period to reflect
the passage of time and changes in the estimated future cash flows underlying
the obligation. SFAS No. 143 is effective for fiscal years beginning after June
15, 2002. Management has not yet determined the impact that the adoption of SFAS
No. 143 will have on the Company's financial position and operations.
13
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and requires
companies to separately report discontinued operations and extends that
reporting to a component of an entity that either has been disposed of or is
classified as held for sale. This Statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. The adoption of
SFAS No. 144 will not have any impact on the Company's financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has exposure to interest rates under its unsecured revolving
credit facility. Interest on individual advances is payable quarterly at 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.
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
14
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) .............. 76 Chairman of the Board and
Director of the Company
Marcy Syms(1)(2) ........... 51 Chief Executive Officer / President
and Director of the Company
Antone F. Moreira .......... 65 Vice President, Treasurer and Chief Financial
Officer and Director of the Company
Harvey A. Weinberg(3)(4) ... 64 Director of the Company
David A. Messer(3)(4) ...... 40 Director of the Company
Wilbur L. Ross, Jr(3)(4) ... 64 Director of the Company
Ronald Zindman ............. 52 Executive Vice President--General Merchandise
Manager
Allen Brailsford ........... 58 Executive Vice President - Operations
Myra Butensky .............. 43 Vice President--Divisional Merchandise
Manager Men's Tailored Clothing
James Donato ............... 46 Vice President - Operations
Elyse Marks ................ 49 Vice President--Information Services
John Tyzbir ................ 48 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.
15
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.
16
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 2, 2002, 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 2, 2002, 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 2, 2002, the end of the
fiscal year covered by this Annual Report.
17
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
(a)(2) Financial Statement Schedules:
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
18
4.5 Mortgage & Note dated December 11, 1981 between Syms Inc. and New
Jersey Economic Development Authority
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 (10K 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-K Report for fiscal year ended March 3, 2001)
10.43 Fourth Amendment to Revolving Credit Agreement, dated as of May 4,
2001, between Syms Corp and Fleet National Bank (10-K Report for fiscal
year ended March 3, 2001)
10.44 Promissory note and mortgage from Marcy Syms to Syms Corp dated April
1, 2001 (10-K Report for fiscal year ended March 3, 2001)
10.45* Fifth Amendment to Revolving Credit Agreement dated as of May 3, 2002,
between Syms Corp and Fleet National Bank
10.46* Agreement and Plan of Reorganization, dated as of May 1, 2002, between
Stanley Blacker, Inc. and Syms Corp.
21 List of Subsidiaries of the Company
23* Consent of Deloitte & Touche LLP
(b) Reports on Form 8-K:
During the quarter ended March 2, 2002 no reports on Form 8-K were filed.
19
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 __, 2002
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 __, 2002
- ------------------------- and Director
Sy Syms
/s/ MARCY SYMS Chief Executive Officer/President May __, 2002
- ------------------------- and Director
Marcy Syms (Principal executive officer)
/s/ ANTONE F. MOREIRA Vice President, Treasurer and
- ------------------------- Chief Financial Officer and Director
Antone F. Moreira (Principal financial and accounting officer) May __, 2002
/s/ HARVEY A. WEINBERG Director May __, 2002
- -------------------------
Harvey A. Weinberg
/s/ DAVID A. MESSER Director May __, 2002
- -------------------------
David A. Messer
/s/ WILBUR L. ROSS, JR. Director May __, 2002
- -------------------------
Wilbur L. Ross, Jr.
20
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 2, 2002 and March 3, 2001, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
three years in the period ended March 2, 2002. 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 the 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 2, 2002 and March 1, 2001, and the results of their operations and their
cash flows for each of the three years in the period ended March 2, 2002, in
conformity with accounting principles generally accepted in the United States of
America.
Deloitte & Touche LLP
April 18, 2002
F-1
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- ---------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
MARCH 2, MARCH 3,
2002 2001
--------- ---------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................................... $ 19,485 $ 7,485
Merchandise inventories ........................................... 86,810 99,186
Deferred income taxes ............................................. 6,514 6,252
Prepaid expenses and other current assets ......................... 6,071 4,238
--------- ---------
Total current assets .......................... 118,880 117,161
PROPERTY AND EQUIPMENT - NET ............................................ 147,186 150,587
DEFERRED INCOME TAXES ................................................... 2,309 2,924
OTHER ASSETS ............................................................ 8,119 6,195
--------- ---------
TOTAL ASSETS ............................................................ $ 276,494 $ 276,867
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable .................................................. $ 17,867 $ 16,453
Accrued expenses .................................................. 8,845 8,347
Accrued insurance ................................................. 3,144 2,813
Obligation to customers ........................................... 3,063 2,910
--------- ---------
Total current liabilities ..................... 32,919 30,523
OTHER LONG TERM LIABILITIES ............................................. 2,118 2,409
COMMITMENTS (Note 8) .................................................... -- --
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;
15,737 shares outstanding as of March 2, 2002 (net 2,152 treasury
shares) and 15,760 shares outstanding as of March 3, 2001 (net of
2,128 treasury shares) ............................................ 787 788
Additional paid-in capital ........................................ 13,760 13,752
Treasury stock .................................................... (18,987) (18,821)
Retained earnings ................................................. 245,897 248,216
--------- ---------
Total shareholders' equity ..................... 241,457 243,935
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY .............................. $ 276,494 $ 276,867
========= =========
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 2, MARCH 3, FEBRUARY 26,
2002 2001 2000
--------- --------- --------
NET SALES ..................................... $ 287,744 $ 342,316 $341,570
Cost of goods sold ............................ 179,163 215,429 212,845
--------- --------- --------
Gross profit .................................. 108,581 126,887 128,725
EXPENSES
Selling, general and administrative ........... 78,261 84,810 83,592
Advertising ................................... 8,936 10,122 10, 210
Occupancy ..................................... 18,807 21,366 20,688
Depreciation and amortization ................. 11,520 11,468 10,580
Other income .................................. (6,289) 0 0
Special charges ............................... 0 12,935 0
--------- --------- --------
Income (loss) from operations ................. (2,654) (13,814) 3,655
Interest expense (income) - net ............... (95) (153) 10
--------- --------- --------
Income (loss) before income taxes ............. (2,559) (13,661) 3,645
Provision (benefit) for income taxes .......... (240) (5,328) 1,421
--------- --------- --------
NET INCOME (LOSS) ............................. $ (2,319) $ (8,333) $ 2,224
========= ========= ========
Net Income (loss) Per Share - basic ........... $ (0.15) $ (0.52) $ 0.14
========= ========= ========
Weighted Average Shares Outstanding - basic ... 15,741 15,950 16,351
========= ========= ========
Net Income (loss) Per Share - diluted ......... $ (0.15) $ (0.52) $ 0.14
========= ========= ========
Weighted Average Shares Outstanding - diluted.. 15,741 15,950 16,362
========= ========= ========
See notes to consolidated financial statements.
F-3
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
- -----------------------------------------------
(IN THOUSANDS)
Preferred Stock Common Stock Additional
--------------- ---------------- Paid Treasury Retained
Shares Amount Shares Amount Capital Stock Earnings Total
------ ------ ------ ------ ---------- -------- --------- --------
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/income ............ -- -- -- -- -- -- (8,333) (8,333)
------ ------ ------ ------ -------- -------- -------- --------
BALANCE AS OF
MARCH 3, 2001 ......... -- -- 15,760 788 13,752 (18,821) 248,216 243,935
Exercise of stock options .. -- -- 1 -- 8 -- -- 8
Stock buyback .............. -- -- (24) (1) -- (166) -- (167)
Net loss/income ............ -- -- -- -- -- -- (2,319) (2,319)
------ ------ ------ ------ -------- -------- -------- --------
BALANCE AS OF
MARCH 2, 2002 ......... -- $ -- 15,737 $ 787 $ 13,760 $(18,987) $245,897 $241,457
====== ====== ====== ====== ======== ======== ======== ========
See notes to consolidated financial statements.
F-4
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------
(IN THOUSANDS)
FISCAL YEAR ENDED
---------------------------------------------
March 2, March 3, February 26,
2002 2001 2000
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ...................................... $ (2,319) $ (8,333) $ 2,224
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation and amortization .......................... 11,520 11,468 10,580
Deferred income taxes .................................. 353 (5,039) (1,103)
Loss (gain) on sale of property and equipment .......... 253 (337) (139)
Fixed asset allowance adjustment ....................... (386) -- --
Non cash impairment charge ............................. -- 6,473 --
(Increase) decrease in operating assets:
Merchandising inventories ........................... 12,376 17,171 13,081
Prepaid expenses and other current assets ........... (1,833) (1,236) 751
Other assets ........................................ (1,924) (1,559) 637
Increase (decrease) in operating liabilities:
Accounts payable ..................................... 1,414 (10,921) 8,106
Accrued expenses ..................................... 829 (3,183) 1,844
Obligations to customers ............................. 153 177 (718)
Other long term liabilities .......................... (291) (27) 869
-------- -------- --------
Net cash provided by operating activities .... 20,145 4,654 36,132
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ..................... (7,990) (6,073) (19,203)
Proceeds from sale of property and equipment ........... 5 382 152
-------- -------- --------
Net cash used in investing activities ........ (7,985) (5,691) (19,051)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury shares ............................ (167) (1,160) (7,556)
Repayments of obligations under capital lease .......... -- -- (419)
Revolving line of credit (repayments) borrowings ....... -- -- (2,350)
Exercise of options .................................... 7 -- --
-------- -------- --------
Net cash used in financing activities ........ (160) (1,160) (10,325)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ... 12,000 (2,197) 6,756
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ......... 7,485 9,682 2,926
-------- -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ............... $ 19,485 $ 7,485 $ 9,682
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) ................ $ 299 $ 311 $ 191
======== ======== ========
Income taxes paid, net of refunds ................... $ 3,127 $ 1,827 $ 694
======== ======== ========
See notes to consolidated financial statements.
F-5
SYMS CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED MARCH 2, 2002, MARCH 3, 2001 AND FEBRUARY 26, 2000
- ---------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. PRINCIPAL BUSINESS - Syms Corp and subsidiaries (the "Company") operate a
chain of 42 "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 years ended March 2, 2002 and February 26,
2000 were comprised of 52 weeks. The fiscal year ended March 3, 2001 was
comprised of 53 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.
Significant estimates include inventory provision, sales return,
self-insurance accruals and lives of long-lived assets. 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.
F-6
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.
l. COMPREHENSIVE INCOME - Comprehensive income is equivalent to the Company's
net income for fiscal years 2001, 2000 and 1999.
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
----------------------------
2001 2000 1999
---- ---- ----
Men's tailored clothes and haberdashery ............. 51% 54% 54%
Women's dresses, suits, separates and accessories ... 31% 31% 30%
Shoes ............................................... 7% 6% 7%
Children's wear ..................................... 8% 7% 7%
Luggage, domestics and fragrances .................... 3% 2% 2%
--- --- ---
100% 100% 100%
The Company does not rely on any major customers as a source of revenue.
n. COMPUTER SOFTWARE COSTS - Statement of Position ("SOP") 98-1, "Accounting
for the Costs of Computer Software Developed or Obtained for Internal Use"
requires capitalization of costs of software developed or purchased for
internal use. The Company adopted 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.
o. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - During the first quarter of
2001, the Company adopted SFAS No. 133 and 183, Accounting for Derivative
Instruments and Hedging Activities. SFAS 133 established accounting and
reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts and hedging activities
requiring all companies to recognize derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. SFAS 138 is an amendment to SFAS 133, which
amended or modified certain issues discussed in SFAS 133. Implementation of
SFAS 133 and SFAS 138 did not have a material impact on the Company's
consolidated financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2001, the FASB issued Statement of Financial Standards No. 141,
"Business Combinations" and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets". SFAS 141 eliminates the
pooling-of-interests method of accounting for business combinations initiated
after June 30, 2001 and modifies the application of the purchase accounting
method effective for transactions that are completed after June 30, 2001. SFAS
142
F-7
eliminates the requirement to amortize goodwill and intangible assets having
indefinite useful lives but requires testing at least annually for impairment.
Intangible assets that have finite lives will continue to be amortized over
their useful lives. SFAS 142 will apply to goodwill and intangible assets
arising from transactions completed before and after the Statement's effective
date of January 1, 2002. The adoption of SFAS 141 did not have a material effect
on the Company's financial position or operations in fiscal 2001, and SFAS 141
and the adoption of SFAS 142 are not anticipated to have any effect in fiscal
2002.
In June 2001, the FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 requires the Company to record the fair value of an
asset retirement obligation as a liability in the period in which it incurs a
legal obligation associated with the retirement of tangible long-lived assets.
The Company also records a corresponding asset which is depreciated over the
life of the asset. Subsequent to the initial measurement of the asset retirement
obligation, the obligation will be adjusted at the end of each period to reflect
the passage of time and changes in the estimated future cash flows underlying
the obligation. SFAS No. 143 is effective for fiscal years beginning after June
15, 2002. Management does not believe that the adoption of SFAS No. 143 will
have a significant impact on the Company's financial statements.
In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and requires
companies to separately report discontinued operations and extends that
reporting to a component of an entity that either has been disposed of or is
classified as held for sale. This Statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001. The adoption of
SFAS No. 144 will not have any impact on the Company's financial statements.
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of:
MARCH 2, MARCH 3,
2002 2001
-------- --------
(IN THOUSANDS)
Land ............................................ $ 44,855 $ 40,584
Buildings and building improvements ............. 119,724 115,788
Leasehold and leasehold improvements ............ 39,713 44,793
Machinery and equipment ......................... 31,003 30,077
Furniture and fixtures .......................... 20,811 21,480
Construction in progress ........................ 2,372 1,248
-------- --------
258,478 253,970
Less accumulated depreciation and amortization .. 111,292 103,383
-------- --------
$147,186 $150,587
======== ========
Included in property and equipment is property held for sale with a net book
value of approximately $1,474,249 and $1,577,828 at 2001 and 2000, respectively.
F-8
The Company has entered into an agreement to sell its store (including the real
property) located in Dallas, Texas to Wal-Mart Stores, Inc. The closing of this
sale is subject to certain zoning changes. The Company is unable to determine at
this time whether such approval will be granted. If such approvals are granted,
the Company has selected a site where it will relocate its existing Dallas
store.
NOTE 3 - INCOME TAXES
The provision (benefit) for income taxes is as follows:
FISCAL YEAR ENDED
-----------------------------------------
March 2, March 3, February 26,
2002 2001 2000
------- ------- -------
(In thousands)
Current:
Federal ..... $ (593) $ -- $ 2,366
State ...... -- (289) 158
------- ------- -------
(593) (289) 2,524
------- ------- -------
Deferred:
Federal .... 318 (4,047) (190)
State ..... 35 (992) (913)
------- ------- -------
353 (5,039) (1,103)
------- ------- -------
$ (240) $(5,328) $ 1,421
======= ======= =======
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 2, MARCH 3, FEBRUARY 26,
2002 2001 2000
------ ------ ------
Statutory Federal income tax rate .. (35.0%) (35.0%) 35.0%
State taxes, net of Federal income
tax benefits ..................... (0.1%) (8.1%) (10.3)
Officers' life insurance ........... 26.2% 4.1% 14.3
Other .............................. (.5) 0 0
===== ===== ====
Effective income tax rate .......... (9.4%) (39.0%) 39.0%
===== ===== ====
F-9
The composition of the Company's deferred tax assets and liabilities is as
follows:
FISCAL YEAR ENDED
------------------------
MARCH 2, MARCH 3,
2002 2001
------- -------
(In thousands)
Deferred tax assets:
Capitalization of inventory costs ...................................... $ 1,261 $ 1,266
Accounts receivable .................................................... 76 76
Reserves not currently deductible for tax purposes ..................... 3,384 714
Net operating losses ................................................... 1,918 4,559
Other .................................................................. 2,689 3,174
------- -------
Total deferred tax assets .............................................. 9,328 9,789
Deferred tax liability:
Depreciation method and different estimated lives ...................... (1) (536)
Other .................................................................. (504) (77)
------- -------
Total deferred tax liabilities ......................................... (505) (613)
------- -------
Net .................................................................... $ 8,823 $ 9,176
======= =======
Current deferred tax asset ............................................. $ 6,514 $ 6,252
Long term deferred tax asset (net of non-current deferred tax liability) 2,309 2,924
------- -------
Net .................................................................... $ 8,823 $ 9,176
======= =======
At March 2, 2002 the Company had state net operating loss carry forwards
resulting in a deferred tax asset of $2,000,000. These net operating losses
expire beginning 2006.
NOTE 4 - BANK CREDIT FACILITIES
The Company has an unsecured revolving credit agreement with a bank for a line
of credit not to exceed $20,000,000 through May 3, 2003. Interest on individual
advances is payable quarterly at 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 2, 2002 and March 3, 2001.
F-10
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 is in compliance
with all covenants as of March 2, 2002.
Total interest charges incurred for the years ended March 2, 2002, March 3, 2001
and February 26, 2000, including amounts related to capital leases, were
$302,000, $319,000 and $577,000, respectively, of which $14,000 and $40,000 were
capitalized in fiscal 2000 and 1999, respectively, in connection with the
construction of new facilities. There was no capitalized interest for fiscal
2001.
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 2, 2002 and at March 3, 2001 the Company had $4,564,076 and $2,592,704,
respectively, in outstanding letters of credit.
NOTE 5 - OTHER INCOME
Other income was recorded by the Company amounting to $6,289,000 as outlined
below:
Insurance recovery from employee theft ................ $3,000,000
Restitution from the employee relating to the theft ... 1,811,000
Gain on stock due demutualization ..................... 1,058,000
Reversal of closed store lease liability .............. 377,000
Other ................................................. 43,000
----------
Total ................................................. $6,289,000
==========
NOTE 6 - STORE CLOSING COSTS
During the third quarter of fiscal 2000, 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 Amount remaining
Charges At March 3, 2001 At March 2, 2002
------- ---------------- ----------------
Store closing costs:
Lease commitments ............. $ 6,033 $1,077 $600
Impairment of property &
equipment (non cash) .......... 6,417 -- --
Severance and other employee
benefits ...................... 160 14 --
Other ......................... 325 342 83
------- ------ ----
Total ......................... $12,935 $1,433 $683
======= ====== ====
Lease commitment costs, including a termination charge, were incurred for
contractual obligations that existed on two stores.
F-11
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 indicative of the Company's
average cost of funds, before the effects of depreciation and amortization. As a
result of this evaluation, 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 7 - 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 2, 2002 and
March 3, 2001 due to the short-term maturities of these instruments.
NOTE 8 - 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.
F-12
The following information on the Company's pension plan is
provided:
MARCH 2, MARCH 3,
2002 2001
------- -------
(In thousands)
CHANGE IN BENEFIT OBLIGATION:
Net benefit obligation at beginning of year ...... $ 6,029 $ 5,195
Service cost ..................................... 532 510
Interest cost .................................... 424 385
Actuarial loss ................................... 85 183
Gross benefits paid .............................. (278) (244)
------- -------
Net benefit obligation at end of year ............ $ 6,792 $ 6,029
======= =======
CHANGE IN PLAN ASSETS:
Fair value of plan assets at beginning of year ... $ 5,814 $ 5,684
Employer contributions ........................... 357 345
Gross benefits paid .............................. (278) (244)
Actual return on plan assets ..................... (338) 29
------- -------
Fair value of plan assets at end of year ......... $ 5,555 $ 5,814
======= =======
Funded status at end of year ..................... $(1,237) $ (214)
Unrecognized net actuarial loss (gain) ........... 737 (199)
Unrecognized transition amount ................... -- (25)
------- -------
Accrued benefit costs ............................ $ (500) $ (438)
======= =======
Pension expenses includes the following components:
FISCAL YEAR ENDED
----------------------------------------
MARCH 2, MARCH 3, FEBRUARY 26,
2002 2001 2000
-------- -------- ------------
(IN THOUSANDS)
COMPONENTS OF NET
PERIODIC BENEFIT COST:
Service cost .................................. $ 532 $ 510 $ 437
Interest cost ................................. 424 385 356
Return on assets .............................. 338 (29) (603)
Amortization of (gain) loss ................... (877) (504) 125
----- ----- -----
Net periodic benefit cost ..................... $ 417 $ 362 $ 315
===== ===== =====
WEIGHTED-AVERAGE ASSUMPTIONS USED:
Discount rate ................................. 7.0% 7.25% 7.75%
Rate of compensation increase ................. 4.5% 4.50% 4.50%
The expected long-term rate of return on plan assets was 8.5% for all
years.
F-13
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 years ended March 2, 2002 and
March 3, 2001. However, profit-sharing contributions were made in the
amounts of $18,900 for year ended February 26, 2000.
NOTE 9 - COMMITMENTS
a. LEASES - The Company has various operating leases for its retail stores,
with terms expiring between 2002 and 2011. 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.
Future minimum lease payments at March 2, 2002 are as follows:
OPERATING
LEASES
------------
2002 .................................................. $ 9,173,123
2003 .................................................. 7,901,100
2004 .................................................. 7,524,433
2005 .................................................. 7,527,975
2006 .................................................. 6,401,862
2007 and thereafter ................................... 29,288,784
------------
Total minimum payments ................................ $ 67,817,277
============
Rent expense for operating leases are as follows:
FISCAL YEAR ENDED
--------------------------------------------
MARCH 2, MARCH 3, FEBRUARY 26,
2002 2001 2000
-------- -------- --------
(IN THOUSANDS)
Minimum rentals due ........... $ 9,341 $ 11,131 $ 10,477
Escalation rentals accrued .... 324 516 868
Contingent rentals ............ (20) 15 16
Sublease rentals .............. (360) (528) (512)
-------- -------- --------
$ 9,285 $ 11,134 $ 10,849
======== ======== ========
F-14
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 10 - 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.
NOTE 11 - 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:
2001 2000 1999
------- ------- ------
Net Income (loss) (in thousands) ......... ($2,507) ($8,892) $1,893
Net Income (loss) per share - basic ...... ($ .16) ($ .56) $ 0.12
Net Income (loss) per share - diluted .... ($ .16) ($ .56) $ 0.12
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 fiscal 1996.
F-15
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 fiscal 1999: risk-free interest rate of 6.47
expected life 5 and 10 years, expected volatility of 35.38% and dividend yield
0%. There were no stock options granted in fiscal 2001 and 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.
Stock option transactions are summarized below:
FISCAL YEAR ENDED
-------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
-------------------------------------------------------------------------------
MARCH 2, 2002 MARCH 3, 2001 FEBRUARY 26, 2000
---------------------- ---------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
FISCAL AVERAGE FISCAL AVERAGE FISCAL AVERAGE
2001 EXERCISE 2000 EXERCISE 1999 EXERCISE
FIXED OPTIONS SHARES PRICE SHARES PRICE SHARES PRICE
------ -------- ------ -------- ------ ---------
Outstanding
beginning of year .............. 1,106 $ 7.24 1,184 $ 7.33 493 $ 10.01
Granted ........................ -- -- -- -- 724 5.63
Exercised ...................... (1) 5.62 -- -- 0 0.00
Cancelled ...................... (45) 5.63 (78) 8.64 (33) 9.98
- -------------------------------------------------------------------------------------------------------------------------
Outstanding, end of period .......... 1,060 $ 7.24 1,106 $ 7.24 1,184 $ 7.33
=========================================================================================================================
Options exerciseable at year end .... 786 $ 7.76 672 $ 8.19 550 $ 9.02
Weighted-average fair value of
options granted during the year ... -- -- $ 2.36
The following table summarizes information about stock options outstanding at
March 2, 2002:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
- -------------------------------------------------------- -------------------
WEIGHTED-AVERAGE
NUMBER REMAINING NUMBER
RANGE OF OUTSTANDING AT CONTRACTURAL EXERCISABLE AT
EXERCISE PRICES MARCH 2, 2002 LIFE (YEARS) MARCH 2, 2002
- --------------- -------------- ---------------- --------------
5.625 ........ 654,050 7.7 392,430
8.00 ......... 87,500 4.6 75,000
8.50 ......... 25,100 0.6 25,100
9.75 ......... 50,000 1.3 50,000
9.88 ......... 25,000 5.2 25,000
10.625 ........ 5,650 1.1 5,650
10.6875 ....... 200,000 6.6 200,000
11.50 ......... 12,500 0.1 12,500
--------- -------
1,059,800 785,680
F-16
NOTE 12 - 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 2001 FISCAL 2000 FISCAL 1999
----------- ------------ -----------
BASIC NET INCOME PER SHARE:
Net Income (loss) ..................... ($ 2,319) ($ 8,333) $ 2,224
Average shares outstanding ............ 15,741 15,950 16,351
Basic net income (loss) per share ..... ($ 0.15) ($ 0.52) $ 0.14
DILUTED NET INCOME PER SHARE:
Net Income (loss) ..................... ($ 2,319) ($ 8,333) $ 2,224
Average shares outstanding ............ 15,741 15,950 16,351
Stock options ......................... 0 0 11
-------- ------- -------
Total average equivalent shares ....... 15,741 15,950 16,362
Diluted net income (loss) per share ... ($ 0.15) ($ 0.52) $ .14
Options to purchase 1,060,000, 1,106,000 and 367,000 shares of common stock at
prices ranging from $5.625 to $10.6875 per share were outstanding in 2001, 2000
and 1999, respectively, but were not included in the computation of diluted net
income (loss) per share because the exercise price of the options exceed the
average market price and would have been antidilutive.
NOTE 13 - RELATED PARTY TRANSACTIONS
Included in the Statements of Operations are the expenses relating to a real
estate capital lease with an officer for the Elmsford, New York store, which
lease expired November 30, 1999 and which property is now occupied by the
Company on a month-to-month basis. During fiscal year 2001 and 2000 the Company
paid to Sy Syms $600,000 in fixed rent. The Company recorded depreciation and
interest expenses associated with the capital lease in fiscal 1999 of $100 and
$31, respectively.
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.
On January 10, 2002, an independent audit committee of the Board of Directors
was established to review the potential acquisition of Stanley Blacker, Inc. a
corporation owned by the Sy Syms Revocable Living Trust. This committee obtained
an independent appraisal as to the fair market value of the business enterprise
of Stanley Blacker, Inc. and on
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April 18, 2002, the Board of Directors approved the acquisition based on the
independent committee's recommendation to acquire the assets of Stanley Blacker,
Inc. The assets of Stanley Blacker, Inc. consisted substantially of trademarks
and trade names licensed to third party manufacturers of clothing and
accessories. The acquisition of such assets was consummated on May 1, 2002, for
a purchase price consisting of $250,000 paid in cash, $250,000 paid by the
issuance of 44,138 shares o the Company's Common Stock and the balance by the
taking of the assets subject to a note payable to Fleet National Bank in the
principal amount of $1,655,000 together with interest thereon of approximately
$11,355.14, which note was paid in full by the Company.
NOTE 14 - UNAUDITED SELECTED QUARTERLY FINANCIAL DATA
QUARTER
----------------------------------------------------------
FIRST SECOND THIRD FOURTH
-------- -------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED MARCH 2, 2002
Net sales ................................. $ 71,554 $ 65,319 $ 75,043 $75,828
Gross profit .............................. 29,470 22,474 29,819 26,818
Net income (loss) ......................... (777) (2,077) 425 110
Net income (loss) per share - basic ..... (0.05) (0.13) 0.03 0.01
Net income (loss) per share - diluted ... (0.05) (0.13) 0.17 0.01
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
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