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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, 1996
or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
COMMISSION FILE NUMBER 1-8564
SYMS CORP
(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
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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. [ ]
The aggregate market value of the voting stock of the registrant held
by non-affiliates on May 2, 1996 was $49,949,536 based upon the closing price
of such stock on that date.
As of May 2, 1996, 17,694,015 shares of Common Stock were outstanding.
Portions of the registrant's Proxy Statement for the 1996 annual
meeting be 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 thirty-eight "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 thirty-eight stores and the aggregate amount of selling space
in the Syms stores increased from approximately 2,000 square feet to
approximately 1,451,000 square feet. In March 1987, the Company relocated to an
approximately 275,000 square foot distribution center and executive
headquarters. Syms Corp was incorporated in New Jersey on July 11, 1983. On
July 25, 1983, a reorganization was effected pursuant to which Syms Inc. and a
newly formed corporation, Syms Advertising, Inc., became wholly owned
subsidiaries of Syms Corp. Syms Advertising Agency, a sole proprietorship owned
by Sy Syms, was transferred to Syms Advertising Inc. On December 31, 1985, Syms
Inc. was merged into Syms Corp. Syms Inc. was the principal retailing
subsidiary of Syms Corp and the operations previously conducted by Syms Inc.
are now being conducted by Syms Corp.
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.
As reported on March 17, 1995, the Company has changed its fiscal year
end to the Saturday nearest to the end of February. Prior to this change the
Company maintained its records on the basis of a 52-53 week fiscal year ending
the Saturday closest to December 31.
DESCRIPTION OF BUSINESS
The Syms chain of thirty-eight 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, 1996 net sales were generated by the
following categories:
Men's tailored clothes and haberdashery.................. 54%
Women's dresses, suits, separates and accessories........ 31
Shoes.................................................... 7
Children's wear.......................................... 6
Luggage, domestics and fragrances........................ 2
---
100%
===
Most of the items sold by the Company consist of nationally recognized
fashion name merchandise. Merchandise is displayed by type and size on
conveniently arranged racks or counters. No emphasis is placed on any
particular "label". The stores generally offer minor alterations for an
additional charge.
PURCHASING
The Company purchases first-quality, in-season, brand-name merchandise
directly from manufacturers on terms more favorable than those generally
obtained by department and specialty stores. Syms estimates that approximately
200 brand-name manufacturers of apparel are represented in its stores. The
Company does not maintain large out-of-season inventories. However, Syms
occasionally buys certain basic clothing which does not change in style from
year to year at attractive prices for storage until the following season.
Purchasing is performed by a buying staff in conjunction with the General
Merchandise Manager and several other key divisional merchandise managers.
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DISTRIBUTION
The Company owns a distribution center, located at Syms Way, Secaucus,
New Jersey. The facility contains approximately 237,000 square feet of
warehouse and distribution space, 38,000 square feet of office space and 25,000
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 280
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 advertising
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 5.0% of net sales. The Company also offers "dividend"
prices consisting of additional price reductions on various types of
merchandise.
The Company historically has advertised principally on television and
radio. In the Fall of 1994, the Company revised its strategy and began to
enhance its advertising by including print media in all of its markets as well
as direct mail to its Syms credit card customer base. Syms has as its tag line
"An Educated Consumer is Our Best Customer." 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 or store
merchandise credits which may be used toward the purchase of other merchandise.
TRADEMARKS
"Syms", An Educated Consumer is Our Best Customer" and "The More You
Know About Clothing the Better it is for Syms" have been registered with the
United States Patent and Trademark Office.
COMPETITION
The retail apparel business is highly competitive, and the Company
accounts for only a small fraction of the total market for men's, women's and
children's apparel. The Company's stores compete with discount stores, apparel
specialty stores, department stores, manufacturer-owned factory outlet stores
and others. Many of the stores with which the Company competes are units of
large national or regional chains that have substantially greater resources
than the Company. Retailers having substantially greater resources than the
Company have indicated their intention to enter the "off-price" apparel
business, and the "off-price" apparel business itself has become increasingly
competitive especially with respect to the increased use by manufacturers of
their own factory outlets. At various times of the year, department store
chains and specialty shops offer brand-name merchandise at substantial
markdowns.
OPERATIONS AND CONTROL SYSTEMS
The Company has implemented a merchandise control system which tracks
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.
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EMPLOYEES
At March 2, 1996, the Company had 2,161 employees of whom approximately
617 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 at various dates in 1997 and 1999 and cover 1,586
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, 1996 the Company had thirty-eight stores, seventeen 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.
APPROXIMATE SELLING APPROXIMATE SELLING
OWNED STORES SPACE AT MARCH 2, LEASED STORES SPACE AT MARCH 2,
LOCATION 1996 (SQ. FT.) LOCATION 1996 (SQ. FT.)
- -------- -------------- -------- --------------
New York City, New York 40,000 Elmsford, New York 50,000
Westbury, Long Island 72,000 Woodbridge, New Jersey 32,000
Commack, Long Island 36,000 Berlin, Connecticut 31,000
Buffalo, New York 39,000 N. Cranston, Rhode Island 27,000
Rochester, New York 32,000 Norwood, Massachusetts 36,000
Paramus, New Jersey 56,000 Peabody, Massachusetts 39,000
Secaucus, New Jersey 25,000 Franklin Mills Mall, Pennsylvania 22,000
Cherry Hill, New Jersey 40,000 Falls Church, Virginia 28,000
Fairfield, Connecticut 22,000 Potomac Mills Mall, Virginia 33,000
King of Prussia, Pennsylvania 41,000 Rockville, Maryland 56,000
Monroeville, Pennsylvania 31,000 Baltimore, Maryland 43,000
Fort Lauderdale, Florida 44,000 West Palm Beach, Florida 36,000
Miami, Florida 45,000 Gurnee Mills Mall, Illinois 33,000
Tampa, Florida 38,000 Niles, Illinois 32,000
Addison, Illinois 47,000 St. Louis, Missouri 33,000
Norcross, Georgia 51,000 Charlotte, North Carolina 30,000
Southfield, Michigan 46,000 Sharonville, Ohio 31,000
Dallas, Texas 42,000 -------
Hurst, Texas 38,000 Total Leased Space 592,000
Houston, Texas 34,000 =======
North Randall, Ohio 40,000
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Total Owned Space 859,000
=======
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 New York City store. Syms stores are usually located near a major highway
or thoroughfare in suburban areas populated by at least one million people and
are readily accessible to customers by automobile. In certain areas where there
is a population in excess of two million people, Syms has opened more than one
store in the same general vicinity.
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Lease Terms
Sixteen of the Company's thirty-eight stores are currently leased from
unrelated parties, and the Elmsford, New York store is leased from Mr. Sy Syms,
the Chairman of Syms Corp. The following table summarizes lease expirations and
any renewal options:
Range
Number of Number of in Years of
Calendar Leases Leases with Renewal Option
Periods Expiring Options Periods (1)
- -------- --------- ------- -----------
1996 1 1 5
1997 2 1 5
1998 4 4 4-5
1999 3 1 5
2000 1 1 5
2001 and thereafter 6 5 5
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17 13
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(1) Depending on the applicable option, the minimum rent due during the
renewal option periods may be based upon a formula contained in the
existing lease or negotiations between the parties.
Store leases provide for a base rental of between approximately $2.50
and $10.75 per square foot. In addition, under the "net, net, net" terms of all
of the leases, the Company must also pay maintenance expenses, real estate
taxes and other charges. Four of the Company's stores have a percentage of
sales rental as well as a fixed minimum rent. Rental payments for Syms' leased
stores aggregated $4,320,000 for the year ended March 2, 1996, of which
$600,000 was paid to Mr. Sy Syms as fixed rent.
Store Openings/Closings
On February 15, 1996, the Company opened a new store (approximately
31,000 square feet of selling space) in Sharonville, Ohio and on March 14, 1996
moved it North Randall, Ohio store (approximately 40,000 square feet of selling
space) to Highland Heights, Ohio (approximately 36,000 square feet of selling
space). During fiscal 1996 the Company closed its Hoffman Estates, Illinois
store (approximately 31,000 square feet of selling space) on March 11, 1995 and
its Sterling Heights, Michigan store (approximately 35,000 square feet of
selling space) on July 30, 1995. On May 2, 1996, the Company opened a new store
in Pittsburgh, Pennsylvania (approximately 40,000 square feet of selling space)
and plans to open a second store (approximately 39,000 square feet of selling
space) in New York City in the Fall of 1996.
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 and 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 report.
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PART II
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
MARKET INFORMATION
The following table sets forth for the period indicated the high and
low sales prices for the Company's common stock as reported by the New York
Stock Exchange using the trading symbol SYM.
HIGH LOW
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1997 First Quarter (through May 3, 1996) $8 3/8 $7 3/4
1996 Quarter ended March 2, 1996 $8 1/4 $7 1/8
Quarter ended November 25, 1995 9 1/2 7 1/8
Quarter ended August 26, 1995 8 3/8 6 3/4
Quarter ended May 27, 1995 7 7/8 6 7/8
1995 Two months ended February 25, 1995 $7 $6 5/8
1994 Quarter ended December 31, 1994 $8 7/8 $6 3/8
Quarter ended October 1, 1994 8 3/8 7 1/2
Quarter ended July 2, 1994 8 3/4 7 1/2
Quarter ended April 2, 1994 10 1/4 8 1/4
HOLDERS
As of May 3, 1996 there were 236 record holders of the Company's Common
Stock. The Company believes that there were in excess of 1,650 beneficial owners
of the Company's Common Stock as of that date.
DIVIDENDS
The Company paid dividends of five cents per share on January 3, 1994,
May 2, 1994 and August 1, 1994 to shareholders of record on December 3, 1994,
April 4, 1994 and July 1, 1994, respectively. The Board elected not to declare
dividends in the third and fourth quarters of 1994, in the fiscal year ended
March 2, 1996 and through May 3, 1996. Prior to the above mentioned dividends,
the Company had not paid cash dividends on its Common Stock since its 1983
initial public offering. Payment of dividends is within the discretion of the
Company's Board of Directors and will depend upon various factors including the
earnings, capital requirements and financial condition of the Company (see
Note 5 to notes to consolidated financial statements regarding covenants in
the Company's revolving credit agreement).
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ITEM 6. SELECTED FINANCIAL DATA
The selected financial information presented below has been derived from
the Company's audited Consolidated Financial Statements for the fiscal years
ended March 2, 1996, December 31, 1994, January 1, 1994, January 2, 1993 and
December 28, 1991 and the two months ended February 25, 1995, except that the
balance sheets at February 25, 1995 and February 26, 1994 are unaudited. The
selected financial information presented below should be read in conjunction
with such financial statements and notes thereto. The two months ended
February 26, 1994 is unaudited and presented only for comparative purposes.
FISCAL YEAR ENDED TWO MONTHS ENDED
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MARCH 2, DECEMBER 31, JANUARY 1, JANUARY 2, DECEMBER 28, FEBRUARY 25, FEBRUARY 26,
1996 1994 1994 1993 1991 1995 1994
-------- ------------ ---------- ---------- ------------ ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Income statement data:
Net sales .................... $334,750 $326,651 $318,939 $319,623 $317,500 $46,632 $41,642
======== ======== ======== ======== ======= ======= =======
Net income (loss) ............ $ 10,411 $ 8,491 $ 10,847 $ 15,148 $ 14,261 $ (383) $ 50
======== ======== ======== ======== ======= ======= =======
Net income (loss) per share .. $ 0.59 $ 0.48 $ 0.61 $ 0.86 $ 0.81 $ (0.02) $ --
======== ======== ======== ======== ======= ======= =======
Weighted Average Shares
Outstanding .................. 17,694 17,694 17,690 17,690 17,682 17,694 17,692
======== ======== ======== ======== ======= ======= =======
Cash Dividends Per Share ..... $ -- $ 0.10 $ 0.05 $ -- $ -- $ -- $ --
======== ======== ======== ======== ======= ======= =======
Balance sheet data:
Working Capital .............. $ 75,521 $ 59,918 $ 59,871 $ 61,338 $ 51,972 $60,703 $52,539
Total Assets ................ 260,144 245,385 221,152 204,071 199,211 255,612 238,203
Long term debt and
capitalized leases(A) ........ 1,304 1,696 1,974 2,209 7,010 1,645 1,931
Shareholders' equity ......... 207,369 197,341 190,605 180,625 165,477 196,958 190,655
- ----------------------
(A) Excludes current maturities.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company has changed its fiscal year end to the Saturday nearest to
the end of February. This change was reported on March 17, 1995. Prior to this
change the Company maintained its records on the basis of a 52-53 week fiscal
year ending the Saturday closest to December 31. The following discussion
compares the fiscal years ended March 2, 1996, December 31, 1994, January 1,
1994 and the two months ended February 25, 1995 and February 26, 1994. The
fiscal year ended March 2, 1996 was comprised of 53 weeks. Fiscal years 1994
and 1993 were comprised of 52 weeks.
RESULTS OF OPERATIONS
Fiscal Year Ended March 2, 1996 Compared to December 31, 1994
Net sales of $334,750,000 for the fiscal year ended March 2, 1996
increased $8,099,000 (2.5%) as compared to net sales of $326,651,000 for the
fiscal year ended December 31, 1994. The increase was, for the most part, the
result of fiscal 1996 being comprised of 53 weeks as compared to 52 weeks in
the year ended December 31, 1994. The Company estimates that the extra week
added approximately $5,100,000 in net sales to the 1996 fiscal year.
Gross profit for the fiscal year ended March 2, 1996 was $117,189,000,
an increase of $8,450,000 (7.8%) as compared to $108,739,000 for the fiscal
year ended December 31, 1994. This increase resulted mainly from increased net
sales of $8,099,000 and the Company's gross margin increasing to 35.0% from
33.3%. The 1.7% improvement in gross margin resulted primarily from increased
levels of opportunistic and in-season purchases which created better values for
the Company's customers, especially in the second half of the 1996 fiscal year.
Selling, general and administrative expense was $70,579,000 (21.1% as a
percentage of net sales) for the period ended March 2, 1996 as compared to
$68,370,000 (20.9% as a percentage of net sales) for the fiscal year ended
December 31, 1994. The increase of $2,209,000 was caused mainly by the extra
week (53 weeks versus 52 weeks) of payroll and payroll related expenses and
higher legal and professional fees as a result of the change in fiscal year and
the proposed, but subsequently abandoned, "Going Private" transaction.
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Advertising expense for fiscal 1996 increased to $5,905,000, as
compared to $5,069,000 in the year ending December 31, 1994 resulting from a
return to TV and a commitment to expand the Company's advertising effort.
Occupancy costs were $12,330,000 (3.68% as a percentage of net sales)
for the period ended March 2, 1996, substantially unchanged from $12,017,000
(3.68% as a percentage of net sales) for the year ended December 31, 1994.
Depreciation amounted to $7,751,000, a decrease of $1,103,000, as
compared to $8,854,000 for the fiscal year ended December 31, 1994 primarily
to certain assets becoming fully depreciated during this period, and the
elimination of depreciable assets resulting from the closing of the Hoffman
Estates and Sterling Heights stores.
The provision for contractor advance and special charges for the fiscal
year ended March 2, 1996 includes a $2,200,000 provision made in the fourth
quarter in recognition of current information that a contractor advance may not
be fully recoverable, a charge in the first quarter of $1,200,000 for costs
associated with closing the store in Sterling Heights, Michigan, offset by a
$714,000 adjustment to the $2,935,000 special charges for costs associated with
the close down of the Hoffman, Illinois store, write-off of costs associated
with a lease in Cincinnati in which the Company had initially decided to not
open a store and write-off of pre-development costs associated with property
located in Roseland, New Jersey taken in the two month period ended February 25,
1995. The $714,000 adjustment to the $2,935,000 special charges arose when the
Company, based on subsequent experience with the real estate market in
Cincinnati, Ohio, concluded in November 1995 that the property would not be
subleased in a reasonable time frame and at an acceptable rate. The Company then
decided to open the store in February, 1996, operating with a reduced expense
structure.
Income before income taxes of $17,645,000 increased $3,275,000 (22.8%),
as compared to $14,370,000 for the fiscal year ended December 31, 1994. This
increase for the most part reflects higher gross profit, offset by increased
selling, general and administrative expense, advertising and special charges as
discussed above.
For the fiscal year ended March 2, 1996 the effective income tax rate
was 41.0% as compared to 40.9% last year.
Fiscal Year Ended December 31, 1994 Compared to January 1, 1994
In 1994, net sales were $326,651,000, an increase of $7,712,000 or 2.4%
from 1993. The increase was a result of an increase in net sales in the amount
of $31,803,000 for stores opened in 1993 and 1994, offset by a decrease of
$24,091,000 or 7.8% for comparable store net sales.
In 1994, the Company's gross margin increased to 33.3% from 32.4% in
1993. The increase was the result of a higher initial markup partially offset
by additional markdowns. As discussed in Note 1d. to notes to consolidated
financial statements, the Company changed its method of valuing the inventory
at December 31, 1994. The change in valuation resulted in a $780,000 increase
to the gross margin.
The Company estimates interim gross margin based principally upon
historical experience. The determination of cost of sales for the fiscal year
is based on a physical inventory at the end of December 31, 1994 and January 1,
1994. Using estimated gross margins for the first three quarters has resulted
in upward adjustments to gross margin in the fourth quarter for the last
several years. In 1994 the adjustment was due primarily to a higher initial
markup. These adjustments resulted in an increase to gross profit of
approximately $1,787,000 for the fourth quarter ended December 31, 1994.
Beginning in January 1995, Syms is utilizing the retail inventory method for
quarterly inventory valuation.
As a percentage of net sales, selling, general and administrative
expenses and advertising (excluding occupancy, depreciation and amortization)
were 22.5% in 1994 and 21.2% in 1993. The increase in the 1994 fiscal year
selling, general and administrative expenses and advertising (excluding
occupancy, depreciation and amortization) was principally due to a full year of
expenses related to the opening of five new stores in 1993, five new stores in
1994 and the decrease in comparable store sales. Generally, the percent to sales
of selling, general and administrative expenses are higher for recently opened
stores.
Comparable store selling, general and administrative expenses decreased
by $2,720,000 or 4.2% primarily due to a reduction in payroll and advertising
costs. Overall selling, general and administrative expenses and advertising
increased by $5,927,000 or 8.8% from the 1993 fiscal period to the 1994 fiscal
period due to the opening of new stores.
As a percentage of net sales, occupancy expenses were 3.7% in 1994 and
3.0% in 1993. In the 1994 fiscal period, occupancy expense increased as a
percentage to net sales principally due to a full year of expenses attributable
to the opening of five new stores in 1993, five new stores in 1994 and a
decrease in comparable store net sales. The new stores primarily have been
under leasing arrangements.
Income before the provision for income taxes was 4.4% in 1994 and 6.0%
in 1993. The decrease in income before the provision for income taxes in 1994
was due to a decrease in comparable store net sales and an overall increase in
selling, general and administrative expenses as well as occupancy expenses and
depreciation and amortization. These increases are primarily due to the costs
associated with opening five new stores in 1993 and five new stores in 1994.
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In 1994 the effective income tax rate decreased to 40.9% from 43.2% in
1993. The decrease in the effective rate was attributable to a decrease in
certain nondeductible expenses as well as state income taxes.
Two Months Ended February 25, 1995 Compared to Two Months Ended
February 26, 1994
Net sales for the eight weeks ended February 25, 1995 were $46,632,000,
an increase of $4,990,000 or 12.0% when compared with $41,642,000 for the eight
weeks ended February 26, 1994. Comparable store net sales increased by
$2,098,000 or 5.5%. This was augmented by an increase of $2,892,000 for stores
opened less than one year.
The gross margin for the eight weeks ended February 25, 1995 was 36.1%
compared with 32.5% for the prior period. The prior period's gross margin was
estimated by management. Commencing January 1, 1995, the Company implemented a
retail stock ledger to determine its interim inventory and gross margin.
As a percentage to net sales, selling, general and administrative
expenses and advertising (excluding occupancy, depreciation and amortization)
were 24.1% for the eight weeks ended February 25, 1995 and 25.2% for the eight
weeks ended February 26, 1994. The decrease in selling, general and
administrative expenses and advertising as a percentage to sales is
attributable to an increase in net sales.
As a percentage of net sales, occupancy expenses were 4.0% for the
eight weeks ended February 25, 1995 and 4.1% for the eight weeks ended February
26, 1994.
The special charges in the 1995 two month period of $2,935,000 include
costs associated with the close down of the Hoffman, Illinois store, write-off
of costs associated with a lease in Cincinnati, Ohio in which the Company had
initially decided not to open a store and write-off of pre-development costs
associated with property located in Roseland, New Jersey.
Loss before the benefit from income taxes was $567,000 or 1.0% of net
sales for the eight weeks ended February 25, 1995, compared with income before
income taxes of $84,000 for the eight weeks ended February 26, 1994. The
decrease in net income was attributable to the special charges, offset by the
increase in net sales and a higher gross margin.
Provision (benefit) for income taxes, as a percentage of income before
income taxes, reflected a benefit of 32.4% for the transition period ended
February 25, 1995, and an expense of 40.5% for the prior period ended February
26, 1994. The period ended February 25, 1995 includes a benefit of federal and
state income taxes offset by certain other state income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at March 2, 1996 was $75,521,000, an increase of
$15,603,000 from December 31, 1994, and the ratio of current assets to current
liabilities improved to 2.5 to 1 as compared to 2.3 to 1 at December 31, 1994.
Working capital at December 31, 1994 was $59,918,000, an increase of
$47,000 from January 1, 1994. The ratio of current assets to current
liabilities fell to 2.3 to 1 at December 31, 1994 as compared to 3.2 to 1 at
January 1, 1994.
Net cash provided by operating activities totaled $11,136,000 for the
fiscal year ended March 2, 1996 and decreased by $1,800,000 compared to
$12,936,000 for the fiscal year ended December 31, 1994. Net income for 1996
amounted to $10,411,000 compared to $8,491,000 in 1994, an increase of
$1,920,000. In the period ended March 2, 1996, cash provided from operating
activities was mainly used to reduce accounts payable by $4,721,000 and to
increase inventory by $2,694,000.
Net cash provided by operating activities totaled $12,936,000 in 1994
compared to $12,297,000 in 1993. Net income for 1994 amounted to $8,491,000
compared to $10,847,000 in 1993, a decrease of $2,356,000. In 1994 merchandise
inventories increased by $17,389,000 and accounts payable increased $8,535,000
primarily due to the addition of five new stores opened during 1994.
Net cash used in investing activities was $4,452,000 for the fiscal
year ended March 2, 1996. Net cash used in investing activities was $14,488,000
in 1994 compared to $12,178,000 in 1993. Expenditures for property and
equipment totaled $4,777,000, $14,591,000 and $17,508,000 for the fiscal years
ended March 2, 1996, December 31, 1994 and January 1, 1994, respectively.
Net cash used in financing activities was $2,337,000 for the fiscal
year ended March 2, 1996 resulting for the most part from the $2,050,000
repayment of short term borrowings. Net cash provided by financing activities
was $911,000 in 1994. Net cash used in financing activities was $1,065,000 in
1993. The Company paid cash dividends of $0.10 per share in 1994, which totaled
$1,769,000. The Company had net borrowings of $2,900,000 in 1994. In 1993, the
Company paid cash dividends of $0.05 per share, which totaled $885,000.
8
10
The Company has a revolving credit agreement with a bank for a line of
credit not to exceed $40,000,000 through December 1, 1997. At December 1, 1997
the Company has the option to reduce this commitment to zero or convert the
revolving credit agreement to a term loan with a maturity date of December 1,
2000. Except for funds provided from this credit agreement, the Company has
satisfied its operating and capital expenditure requirements, including those
for the opening and expansion of stores, from internally generated funds. For
the fiscal year ended March 2, 1996, under the revolving credit agreement, the
borrowings peaked at $16,100,000 and the average amount of borrowings was
$3,500,000 with a weighted average interest rate of 7.3%. For the fiscal year
ended December 31, 1994, under the revolving credit agreement, the average
amount of borrowings was $6,800,000 with a weighted average interest rate of
5.2%. For the fiscal year ended January 1, 1994, under the revolving credit
agreement, the average amount of borrowings was $7,300,000 with a weighted
average interest rate of 4.0%.
The Company has planned capital expenditures of approximately
$16,500,000 for the fiscal year ending March 2, 1997, which includes plans to
open two new stores, to expand the Secaucus distribution center and to relocate
one store from a leased location to a Company built store.
Management believes that existing cash, internally generated funds,
trade credit and funds available from the revolving credit agreement will be
sufficient for working capital and capital expenditure requirements for the
fiscal year ending March 2, 1997.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements are filed together with
this report. See index to Consolidated Financial Statements in Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
9
11
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)(3)................. 70 Chairman of the Board, Chief
Executive Officer and
Director of the Company
Marcy Syms(1)(2)................. 45 President, Chief Operating
Officer and Director of the
Company
John K. Kabay.................... 54 Vice President,
Chief Financial Officer,
Treasurer and Director of the Company
Wilbur L. Ross, Jr.(3)(4)(5)..... 58 Director of the Company
Harvey Weinberg(3)(4)(5)......... 57 Director of the Company
- -----------------
(1) Member of the Executive Committee of the Company.
(2) Sy Syms is the father of Marcy Syms and Stephen A. Merns.
(3) Member of the Compensation Committee of the Company.
(4) Member of the Audit Committee of the Company.
(5) Member of the Stock Option Committee of the Company.
The following officers are significant employees of the Company:
NAME AGE TITLE
- ---- --- -----
Stephen A. Merns(2).............. 43 Vice President, Secretary and Merchandise
Manager Men's Tailored Clothing
Ronald Zindman................... 44 Vice President - General Merchandise
Manager Ladies, Mens and Haberdashery
Allen Brailsford................. 51 Vice President - Operations
Douglas C. Meyer................. 43 Vice President - Marketing, Advertising and Sales
Promotion
The officers and directors of Syms Advertising, Inc. are: Sy Syms -
Chairman of the Board, Chief Executive Officer and Director; Marcy Syms -
President, Chief Operating Officer and Director and Stephen A. Merns, Secretary.
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 and
Stephen A. Merns are the children 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.
SY SYMS has been Chairman of the Board, Chief Executive Officer and a
Director of the Company and/or its predecessors since 1959 and of Syms Inc.
from 1959 through 1985. Mr. Sy 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.
MARCY SYMS has been President and a Director of the Company since 1983
and Chief Operating Officer of the Company since 1984. Ms. Marcy Syms was
President and a Director of Syms Inc. from 1983 through 1985 and an officer and
Director of Syms Inc. from 1978 through 1985.
10
12
JOHN K. KABAY has been Vice President, Chief Financial Officer,
Treasurer and a Director of the Company since February 12, 1996. Mr. Kabay was
Senior Vice President of AmeriData Technologies, Inc. from 1994 to 1996 and
Senior Vice President, Chief Financial Officer and Treasurer of Calvin Klein,
Inc. from 1985 to 1994.
WILBUR L. ROSS, JR. has been a Managing Director of Rothschild Inc.
since 1976. He is a member of the Board of Directors of Mego Corp. He has been
a director of the Company since 1983.
HARVEY 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 served as Chairman of the Board of
Hartmarx Corporation. He has been a Director of the Company since December 1992.
STEPHEN A. MERNS has been Vice President, Secretary and Merchandise
Manager Men's Tailored Clothing of the Company since January 1, 1986. Mr.
Stephen A. Merns was Vice President and a buyer of men's haberdashery of Syms
Inc. from 1980 through 1985 and Secretary of Syms Inc. from 1983 through 1985.
RONALD ZINDMAN has been Vice President - General Merchandise Manager
Ladies, Men's and Haberdashery since July 10, 1994. 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 1, 1990 to
March 1993.
ALLEN BRAILSFORD has been Vice President - Operations since January
1993. Previously Mr. Brailsford was Director of Operations from March 1992 to
January 1993 and Director of Distribution from March 1985 to March 1992.
DOUGLAS C. MEYER has been Vice President - Marketing, Advertising and
Sales Promotion since July 1994. Mr. Meyer was Vice President, Marketing and
Creative Services for Loehmann's from 1987 to 1994.
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 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, which the Company will file not
later than 120 days after March 2, 1996, the end of the fiscal year covered by
this 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 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, which the
Company will file not later than 120 days after March 2, 1996, the end of the
fiscal year covered by this 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 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, which the
Company will file not later than 120 days after March 2, 1996, the end of the
fiscal year covered by this Report.
11
13
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 Income........................ F-3
Consolidated Statements of Shareholders' Equity.......... F-4
Consolidated Statements of Cash Flow..................... F-5
Notes to Consolidated Financial Statements............... F-6 - F-15
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 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 or Form-10K or the Company's Proxy Statement (Commission
File No. 1-8564). Management contracts or compensatory plans or arrangements
required to be filed as exhibits are identified by a (+).
3.1 Certificate of Incorporation of Syms Corp, as amended
3.2 By-laws of Syms Corp
4.1 Specimen Certificate of Common stock
4.3 $5,600,000 New Jersey Economic Development Authority Revenue Bond
Agreement dated December 1, 1981
4.4 Amendments to the New Jersey Economic Development Authority Revenue
Bond Agreement
4.4a First Amendment dated April 14, 1982
4.4b Second Amendment dated May 17, 1982
4.4c Third Amendment dated June 27, 1983
4.4d Fourth Amendment dated July 14, 1983
4.5 Mortgage & Note dated December 11, 1981 between Syms Inc. and New
Jersey Economic Development Authority
9.1 Voting Trust Agreement, dated July 25, 1983
9.2 Supplemental Agreement and Amendment to Voting Trust Agreement, dated
as of December 15, 1994 (Exhibit 9.1 to Form 8-K dated December 15,
1994)
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)
12
14
+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 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
*10.34 Credit Plan Agreement dated December 11, 1995 between Citicorp Retail
Services, Inc. and Registrant
*21 List of Subsidiaries of the Company
*23 Consent of Deloitte & Touche LLP
*27 Financial Data Schedule
(b) Reports on Form 8-K:
During the quarter ended March 2, 1996 no reports on Form 8-K were filed.
13
15
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SYMS CORP
By SY SYMS
-----------------------
Sy Syms
Chairman of the Board
Date: May 29, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
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
- --------- ----- ----
SY SYMS Chairman of the Board, May 29, 1996
- ---------------------- Chief Executive Officer
Sy Syms and Director
(principal executive officer)
MARCY SYMS President, Chief Operating May 29, 1996
- ---------------------- Officer and Director
Marcy Syms
JOHN K. KABAY Vice President, Chief May 29, 1996
- ---------------------- Financial Officer, Treasurer
John K. Kabay and Director (principal financial
and accounting officer)
WILBUR L. ROSS, JR. Director May 29, 1996
- ----------------------
Wilbur L. Ross, Jr.
HARVEY WEINBERG Director May 29, 1996
- ----------------------
Harvey Weinberg
14
16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Directors of Syms Corp
Secaucus, New Jersey
We have audited the accompanying consolidated balance sheets of Syms Corp and
its subsidiaries as of March 2, 1996 and December 31, 1994, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three fiscal years ended March 2, 1996, December 31, 1994 and January 1,
1994 and the two month period ended February 25, 1995. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated 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, 1996 and December 31, 1994 and the results of their operations and
their cash flows for each of the three fiscal years ended March 2, 1996,
December 31, 1994 and January 1, 1994 and the two month period ended February
25, 1995 in conformity with generally accepted accounting principles.
Deloitte & Touche LLP
New York, New York
May 9, 1996
F-1
17
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 2, DECEMBER 31,
1996 1994
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 4,804 $ 706
Merchandise inventories 112,954 96,807
Deferred income taxes 5,221 2,476
Prepaid expenses and other current assets 3,521 5,275
-------- --------
Total current assets 126,500 105,264
PROPERTY AND EQUIPMENT - Net of accumulated
depreciation and amortization 129,235 135,986
OTHER ASSETS 4,409 4,135
-------- --------
TOTAL ASSETS $260,144 $245,385
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 30,900 $ 23,399
Accrued expenses 9,918 8,582
Obligations to customers 4,490 4,305
Income taxes payable 5,331 5,882
Short term borrowings -- 2,900
Current portion of obligations
under capital lease 340 278
-------- --------
Total current liabilities 50,979 45,346
-------- --------
OBLIGATIONS UNDER CAPITAL LEASE 1,304 1,696
-------- --------
DEFERRED INCOME TAXES 255 1,002
-------- --------
OTHER LONG TERM LIABILITIES 237 --
-------- --------
COMMITMENTS
SHAREHOLDERS' EQUITY:
Common stock, par value $0.05 per share
Authorized 30,000 shares; 17,694 shares
outstanding as of March 2, 1996 and
December 31, 1994 885 885
Preferred stock, par value $100 per share
Authorized 1,000 shares; none outstanding -- --
Additional paid-in capital 11,709 11,709
Retained earnings 194,775 184,747
-------- --------
Total shareholders' equity 207,369 197,341
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $260,144 $245,385
======== ========
See notes to consolidated financial statements
F-2
18
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FISCAL YEAR ENDED TWO MONTHS ENDED
-------------------------------------- --------------------------
MARCH 2, DECEMBER 31, JANUARY 1, FEBRUARY 25, FEBRUARY 26,
1996 1994 1994 1995 1994
---- ---- ---- ---- ----
(Unaudited)
NET SALES $334,750 $326,651 $ 318,939 $ 46,632 $41,642
Cost of goods sold 217,561 217,912 215,516 29,776 28,108
-------- -------- --------- -------- -------
Gross profit 117,189 108,739 103,423 16,856 13,534
EXPENSES
Selling, general and administrative 70,579 68,370 61,984 10,652 10,133
Advertising 5,905 5,069 5,528 576 364
Occupancy 12,330 12,017 9,626 1,841 1,702
Depreciation and amortization 7,751 8,854 7,446 1,359 1,190
Provision for contractor advance
and special charges 2,686 -- -- 2,935 --
-------- -------- --------- -------- -------
Income (loss) from operations 17,938 14,429 18,839 (507) 145
Interest expense (income) - net 293 59 (243) 60 61
-------- -------- --------- -------- -------
Income (loss) before income taxes 17,645 14,370 19,082 (567) 84
Provision (benefit) for income taxes 7,234 5,879 8,235 (184) 34
-------- -------- --------- -------- -------
NET INCOME (LOSS) $ 10,411 $ 8,491 $ 10,847 $ (383) $ 50
======== ======== ========= ======== =======
Net Income (Loss) Per Share $ 0.59 $ 0.48 $ 0.61 $ (0.02) $ --
======== ======== ========= ======== =======
Weighted Average Shares Outstanding 17,694 17,694 17,690 17,694 17,692
======== ======== ========= ======== =======
Cash Dividends Per Share $ -- $ 0.10 $ 0.05 $ -- $ --
======== ======== ========= ======== =======
See notes to consolidated financial statements
F-3
19
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
PREFERRED STOCK, COMMON STOCK,
AUTHORIZED, AUTHORIZED,
1,000 SHARES; 30,000 SHARES:
$100 PAR VALUE $0.05 PAR VALUE ADDITIONAL
------------------ ------------------- PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS
------ ------ ------ ------ ---------- ---------
BALANCE - JANUARY 2, 1993 -- $-- 17,690 $885 $11,677 $ 168,063
Exercise of stock options -- -- 2 -- 18 --
Cash dividend -- -- -- -- -- (885)
Net income - 1993 -- -- -- -- -- 10,847
--- --- ------ ---- ------- ---------
BALANCE - JANUARY 1, 1994 -- -- 17,692 885 11,695 178,025
Exercise of stock options -- -- 2 -- 14 --
Cash dividend -- -- -- -- -- (1,769)
Net income - 1994 -- -- -- -- -- 8,491
--- --- ------ ---- ------- ---------
BALANCE - DECEMBER 31, 1994 -- -- 17,694 885 11,709 184,747
Net loss for the two months
ended-February 25, 1995 -- -- -- -- -- (383)
Net income for the fiscal year
ended-March 2, 1996 -- -- -- -- -- 10,411
--- --- ------ ---- ------- ---------
BALANCE - MARCH 2, 1996 -- $-- 17,694 $885 $11,709 $ 194,775
=== === ====== ==== ======= =========
See notes to consolidated financial statements
F-4
20
SYMS CORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FISCAL YEAR ENDED TWO MONTHS ENDED
----------------------------------- -------------------------
MARCH 2, DECEMBER 31, JANUARY 1, FEBRUARY 25, FEBRUARY 26,
1996 1994 1994 1995 1994
---- ---- ---- ---- ----
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 10,411 $ 8,491 $ 10,847 $ (383) $ 50
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation and amortization 7,751 8,854 7,446 1,359 1,190
Deferred income taxes (3,539) (1,484) (684) 47 --
Loss (gain) on sale of property and equipment 10 (73) (10) (16) --
Loss on disposal of assets 1,142 -- -- 1,360 --
Changes in operating assets and liabilities:
(Increase) in merchandising inventories (2,694) (17,389) (11,686) (13,453) (9,000)
(Increase) decrease in prepaid expenses
and other current assets 2,158 (418) (681) (404) 2,403
(Increase) decrease in other assets (306) (290) (702) 4 (2)
(Decrease) increase in accounts payable (4,721) 8,535 9,259 12,222 14,573
Increase (decrease) in accrued expenses 1,203 4,164 161 133 (2,596)
(Decrease) increase in obligations to
customers (271) 805 90 456 (166)
Increase in other long term liabilities 237 -- -- -- --
(Decrease) increase in income taxes (245) 1,741 (1,743) (306) (3,036)
-------- -------- -------- -------- --------
Net cash provided by operating activities 11,136 12,936 12,297 1,019 3,416
-------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from redemption of marketable
securities -- -- 5,300 -- --
Expenditures for property and equipment (4,777) (14,591) (17,508) (388) (1,910)
Proceeds from sale of property and equipment 325 103 30 13 --
-------- -------- -------- -------- --------
Net cash (used in) investing activities (4,452) (14,488) (12,178) (375) (1,910)
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of dividends -- (1,769) (885) -- --
Repayments of obligations under capital lease (287) (234) (198) (43) (36)
Revolving line of credit (repayments) borrowings (2,050) 2,900 -- (850) --
Exercise of options -- 14 18 -- --
-------- -------- -------- -------- --------
Net cash (used in) provided by
financing activities (2,337) 911 (1,065) (893) (36)
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH 4,347 (641) (946) (249) 1,470
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 457 1,347 2,293 706 1,347
-------- -------- -------- -------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 4,804 $ 706 $ 1,347 $ 457 $ 2,817
======== ======== ======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) $ 399 $ 253 $ 42 $ -- $ --
======== ======== ======== ======== ========
Income taxes paid (refunds received) -
net $ 11,026 $ 5,106 $ 10,646 $ (33) $ --
======== ======== ======== ======== ========
See notes to consolidated financial statements
F-5
21
SYMS CORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FISCAL YEARS ENDED MARCH 2, 1996, DECEMBER 31, 1994, JANUARY 1, 1994
AND THE TWO MONTHS ENDED FEBRUARY 25, 1995
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Principal Business - Syms Corp operates a chain of thirty-eight "off-price"
retail stores (thirty-nine in 1994) 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 Syms Corp and its subsidiaries (the "Company"), all of which
are wholly owned. All significant intercompany accounts and transactions
have been eliminated.
c. Accounting Period - The Company has changed its fiscal year end to the
Saturday nearest to the end of February. This change was reported on March
17, 1995. The fiscal year ended March 2, 1996 was comprised of 53 weeks. The
fiscal years ended December 31, 1994 and January 1, 1994 were comprised of
52 weeks.
d. Merchandise Inventories - Merchandise inventories are stated at the lower of
cost (first in, first out) or market, as determined by the retail inventory
method. During the fiscal year ended December 31, 1994, the Company changed
its method of valuing inventory by computing separate cost complements for
each department within its five merchandise categories. In the past, the
Company computed a single cost complement for each of its five merchandise
categories. Management believes the change results in a more accurate
inventory valuation. This change resulted in a total increase to gross
margin of $780,000 of which approximately one half relates to prior years.
The Company considers that the effect on fiscal year end 1994 and prior
years is not material.
e. Depreciation and Amortization - Depreciation is computed principally by the
straight-line method at rates adequate to allocate the cost of applicable
assets over their expected useful lives. The cost of leaseholds and
leasehold improvements are amortized over the terms of the leases or the
useful lives of the assets, whichever is shorter.
Facilities leases (Note 7) having the substance of financing transactions
have been capitalized. The related lease obligations have been included as
obligations under capital lease. The leased assets are being amortized as
described above.
f. Income Taxes - Income taxes are accounted for under Statement of Financial
Accounting Standards ("SFAS") No. 109, "Accounting for Income Taxes," which
requires an asset and liability approach to financial accounting and
reporting for income taxes. Deferred income tax assets and liabilities are
computed annually for differences between the financial statement and tax
basis of assets and liabilities that will result in taxable or deductible
amounts in the future. Such deferred income tax asset and liability
computations are based on enacted tax laws and rates applicable to periods
in which the differences are expected to affect taxable income. Valuation
allowances are established when necessary to reduce deferred tax assets to
the amount expected to be realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during the period in
deferred tax assets and liabilities.
F-6
22
g. Earnings Per Share - Net income per share is computed by dividing net income
by the weighted average number of common shares and common stock equivalents
outstanding during each period. The Company's common stock equivalents
consist of outstanding stock options and for the periods ended March 2,
1996, December 31, 1994 and January 1, 1994, the effect of outstanding
common stock options was not dilutive.
h. Cash and Cash Equivalents- Syms Corp considers credit card receivables and
all short-term investments with a maturity of three months or less as cash
equivalents.
i. Estimated Fair Value of Financial Instruments - Statement of Financial
Accounting Standards ("SFAS") No. 107, "Disclosures About Fair Value Of
Financial Instruments", requires disclosure of the estimated fair value of
financial instruments. The carrying value of cash and cash equivalents,
accounts receivable and accounts payable approximates their estimated fair
value.
j. Pre-opening Costs - Store pre-opening costs are deferred until the store's
opening, at which time they are expensed over the first 12 months of store
operation.
k. Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
l. New Accounting Standards
a. Long-Lived Assets - In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards ("SFAS") No.
121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of." This statement is effective for
fiscal years beginning after December 15, 1995. The Company has not
adopted SFAS No. 121 for the period ended March 2, 1996. Based on the
Company's review, the effect on its financial statements from the
adoption of this statement is not expected to be material.
b. Stock Based Compensation - In October 1995, the Statement of Financial
Accounting Standards ("SFAS") No. 123 was issued. SFAS No. 123
encourages companies to adopt a fair value base method of accounting for
stock-based compensation plans in place of the intrinsic value based
method provided for by Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"). Companies which
continue to apply the provisions of APB 25 must make pro forma
disclosure in the notes to their financial statements of net income and
earnings per share as if the fair value based method of accounting
defined in SFAS No. 123 had been applied. The Company plans to adopt
SFAS No. 123 in the fiscal year ending March 2, 1997 on a pro forma
disclosure basis.
m. Reclassifications - Certain reclassifications have been made to the prior
years' financial statements to conform to the current year presentation.
F-7
23
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment consists of:
MARCH 2, DECEMBER 31,
1996 1994
---- ----
(IN THOUSANDS)
Land $ 34,060 $ 34,060
Buildings and building improvements 102,244 100,519
Leasehold and leasehold improvements 20,365 22,782
Machinery and equipment 14,893 14,465
Furniture and fixtures 15,547 14,923
Capital lease 3,763 3,763
Construction in progress 2,774 1,674
-------- --------
193,646 192,186
Less accumulated depreciation and amortization 64,411 56,200
-------- --------
$129,235 $135,986
======== ========
NOTE 3 - INCOME TAXES
The provision for income taxes is as follows:
FISCAL YEAR ENDED TWO MONTHS ENDED
-------------------------------------- ----------------
MARCH 2, DECEMBER 31, JANUARY 1, FEBRUARY 25,
1996 1994 1994 1995
---- ---- ---- ----
(IN THOUSANDS)
Current:
Federal $ 9,109 $ 5,956 $ 7,152 $ (223)
State 1,684 1,407 1,767 (22)
-------- ------- ------- ------
10,793 7,363 8,919 (245)
-------- ------- ------- ------
Deferred:
Federal (2,622) (1,202) (528) 43
State (937) (282) (156) 18
-------- ------- ------- ------
(3,559) (1,484) (684) 61
-------- ------- ------- ------
$ 7,234 $ 5,879 $ 8,235 $(184)
======== ======= ======= =====
F-8
24
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 TWO MONTHS ENDED
---------------------------------------- ----------------
MARCH 2, DECEMBER 31, JANUARY 1, FEBRUARY 25,
1996 1994 1994 1995
---- ---- ---- ----
Statutory Federal income tax rate 35.0% 35.0% 35.0% (35.0)%
State taxes, net of Federal
income tax benefits 5.3 5.5 5.3 (3.2)
Officers' life insurance 0.7 0.4 1.4 5.2
Other, net -- -- 1.5 0.6
---- ---- ---- -----
Effective income tax rate 41.0% 40.9% 43.2% (32.4)%
==== ==== ==== =====
The composition of the Company's deferred tax assets and liabilities is as
follows:
MARCH 2, DECEMBER 31,
1996 1994
---- ----
(IN THOUSANDS)
Deferred tax assets:
Capitalization of inventory costs $ 3,800 $ 1,760
Capital lease 333 470
Accounts receivable 1,018 --
Other 650 816
------- -------
Total deferred tax assets 5,801 3,046
Deferred tax liability:
Depreciation method and different estimated lives (835) (1,572)
------- -------
Net $ 4,966 $ 1,474
======= =======
Classified in balance sheet as follows:
Current deferred tax asset $ 5,221 $ 2,476
Deferred tax liability (net of noncurrent deferred tax
asset) (255) (1,002)
------- -------
Net $ 4,966 $ 1,474
======= =======
F-9
25
NOTE 4 - OBLIGATIONS TO CUSTOMERS
Obligations to customers represent credits issued for returned merchandise as
well as gift certificates. The Company's policy is to allow customers to
exchange credits issued for other merchandise or credit to the Syms charge card.
NOTE 5 - BANK CREDIT FACILITIES
The Company has an unsecured revolving credit agreement with a bank for a line
of credit not to exceed $40,000,000 through December 1, 1997. Interest on
individual advances is payable quarterly at 1 1/2% per annum below the bank's
base rate, except that at the time of advance, the Company has the option to
select an interest rate based upon one of two other alternative calculations,
with such rate to be fixed for a period not to exceed 90 days. The average daily
unused portion is subject to a commitment fee of 1/8 of 1% per annum. As of
March 2, 1996 there were no outstanding borrowings under this agreement.
The agreement contains financial covenants, with respect to consolidated
tangible net worth, as defined, working capital and maximum capital
expenditures, including dividends, as well as other financial ratios.
Total interest charges incurred for the years ended March 2, 1996, December 31,
1994 and January 1, 1994 including amounts related to capital leases, were
$623,000, $865,000 and $474,000, respectively, of which $105,000, $612,000 and
$431,000 were capitalized in fiscals 1996, 1994 and 1993, respectively, in
connection with the purchase and construction of new facilities.
The interest rate on short term borrowings was 6.75% at March 2, 1996. At
December 31, 1994 there was $2,900,000 in outstanding borrowings and there were
no borrowings at January 1, 1994.
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 cancelled at any time by either party. At
March 2, 1996 and at December 31, 1994, the Company had $3,786,000 and
$4,290,000, respectively, in outstanding letters of credit.
F-10
26
NOTE 6 - PENSION AND PROFIT SHARING PLANS
a. Pension Plan - The Company has a defined benefit pension plan for all
employees other than those covered under collective bargaining agreements.
The benefits are based on years of service and the employee's highest
average pay during any five consecutive years within the ten-year period
prior to retirement. Pension plan costs are funded annually. Contributions
are intended to provide not only for benefits attributed to service to date,
but also for those expected to be earned in the future.
The following table sets forth the Plan's funded status and amounts
recognized in the Company's consolidated balance sheet:
MARCH 2, DECEMBER 31,
1996 1994
---- ----
(IN THOUSANDS)
Actuarial present value of benefit obligation:
Accumulated benefit obligation, including vested
benefits of $2,552 at March 2, 1996 and $3,156
at December 31, 1994 $ 2,711 $ 3,355
======= =======
Projected benefit obligation $ 3,592 $ 3,393
Plan assets at fair value, primarily mutual
funds and United States Treasury bills 3,249 2,853
------- -------
Plan assets less than projected benefit obligation (343) (540)
Unrecognized net loss 186 375
Unamortized net asset at transition (152) (177)
------- -------
Accrued pension cost (included in accrued expenses) $ (309) $ (342)
======= =======
F-11
27
Pension expense includes the following components:
FISCAL YEAR ENDED
---------------------------------
MARCH 2, DECEMBER 31, JANUARY 1,
1996 1994 1994
---- ---- ----
(IN THOUSANDS)
Service cost-benefits earned
during the period $ 330 $ 384 $ 370
Interest cost on the projected
benefit obligation 242 248 224
Actual return on plan assets
(191) (193) (249)
Net amortization and deferral (80) (82) (8)
----- ----- -----
Net periodic pension cost $ 301 $ 357 $ 337
===== ===== =====
The weighted average discount rate of increase in future compensation levels
used in determining the actuarial present value of the projected benefit
obligation was 7.75% during each of the years ended March 2, 1996 and
December 31, 1994 and 4.5% for the year ended January 1, 1994. The expected
long-term rate of return on plan assets was 8.5% during each of the years
ended March 2, 1996, December 31, 1994 and January 1, 1994.
b. Profit-Sharing Plan - The Company has a profit-sharing plan for all
employees other than those covered under collective bargaining agreements.
Contributions to the profit-sharing plan are made at the discretion of the
Plan's administrators.
Profit-sharing plan contributions were $130,000 for each of the years ended
March 2, 1996, December 31, 1994 and January 1, 1994, respectively.
c. 401-K Plan - 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 contributions to this plan.
F-12
28
NOTE 7 - COMMITMENTS
a. Leases - The Company has various operating leases and one capital lease for
its retail stores, with terms expiring between 1996 and 2016. The Company
also has a ground lease that expires in 2276. 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, 1996 are as follows:
CAPITAL LEASE OPERATING
REAL ESTATE LEASES
----------- ------
(IN THOUSANDS)
1997 $ 600 $ 6,295
1998 600 6,916
1999 600 6,101
2000 450 5,384
2001 -- 5,010
2002 and thereafter -- 44,049
--------- ---------
Total minimum payments 2,250 $ 73,755
=========
Less amount representing interest 606
---------
Present value of net minimum lease payments 1,644
Less current maturities 340
---------
$ 1,304
=========
Payments under the real estate capital lease, which expires in 1999, are payable
to the Company's principal shareholder. Rental payments were $600,000 during
each of the years ended March 2, 1996, December 31, 1994 and January 1, 1994.
F-13
29
Rent expense for operating leases is as follows:
FISCAL YEAR ENDED TWO MONTHS ENDED
----------------------------------- ----------------
MARCH 2, DECEMBER 31, JANUARY 1, FEBRUARY 25,
1996 1994 1994 1995
---- ---- ---- ----
(IN THOUSANDS)
Minimum rentals $ 4,308 $ 4,030 $ 2,425 $ 698
Escalation rentals 24 9 9 28
Contingent rentals 40 25 28 4
Sublease rentals (386) (192) (192) (32)
------- ------- ------- -----
$ 3,986 $ 3,872 $ 2,270 $ 698
======= ======= ======= =====
NOTE 8 - 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 1954 (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 1,000,000 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). The options are exercisable at a rate of 20% per year.
Transactions for the fiscal years ended March 2, 1996, December 31, 1994,
January 1, 1994 and the two months ended February 25, 1995 are as follows:
FISCAL YEAR ENDED TWO MONTHS ENDED
------------------------------------------- ----------------
MARCH 2, DECEMBER 31, JANUARY 1, FEBRUARY 2,
1996 1994 1994 1995
---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Options outstanding, beginning of period 469 547 472 529
Granted - 57 122 -
Exercised - (2) (2) -
Cancelled (38) (73) (45) (60)
------- ------- ------- -------
Options outstanding, end of period 431 529 547 469
======= ======= ======= =======
Option price range at period-end $ 7.125 $ 7.125 $ 7.125 $ 7.125
to to to to
$12.250 $12.250 $12.250 $12.250
F-14
30
NOTE 9 - OTHER TRANSACTIONS
Included in cost of sales for the three fiscal years ended March 2, 1996,
December 31, 1994 and January 1, 1994 are purchases of approximately $5,139,000,
$6,322,000 and $7,110,000, respectively, from a company related to the principal
shareholder, as well as a licensee of the related company. In 1991 the Company
entered into an agreement with the licensee to purchase annually approximately
$4,200,000 of suits for a five year period ending December 31, 1996. Included in
prepaid expenses and other current assets at March 2, 1996 and December 31, 1994
are advances to the licensee totalling approximately $3,438,000 and $3,519,000,
respectively. The advances at March 2, 1996 are for purchases to be received in
the Spring and Fall of 1996 and are to be received by the Company prior to
December 31, 1996. A $2,200,000 provision was made for the fiscal year and
fourth quarter ended March 2, 1996 in recognition of current information that
the licensee advance may not be fully recoverable. In addition, the Company has
guaranteed a letter of credit on behalf of the licensee totalling approximately
$150,000, which expires on July 5, 1996 and at March 2, 1996 has advanced fabric
in the approximate amount of $489,000.
NOTE 10 - UNAUDITED SELECTED QUARTERLY FINANCIAL DATA
QUARTER
----------------------------------------
FIRST SECOND THIRD FOURTH
----- ------ ----- ------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
YEAR ENDED MARCH 2, 1996
Net sales $79,252 $72,814 $93,439 $ 89,245
======= ======= ======= ========
Gross profit $27,174 $24,535 $34,577 $ 30,903
======= ======= ======= ========
Net income $ 1,036 $ 741 $ 5,561 $ 3,073
======= ======= ======= ========
Net income per share $ 0.06 $ 0.04 $ 0.32 $ 0.17
======= ======= ======= ========
YEAR ENDED DECEMBER 31, 1994
Net sales $68,642 $80,015 $77,813 $100,181
======= ======= ======= ========
Gross profit $21,966 $26,348 $25,289 $ 35,136
======= ======= ======= ========
Net income $ 325 $ 1,654 $ 1,464 $ 5,048
======= ======= ======= ========
Net income per share $ 0.02 $ 0.09 $ 0.08 $ 0.29
======= ======= ======= ========
Beginning January 1, 1995, the Company installed a computerized retail stock
ledger system which enabled the Company to more accurately determine its interim
inventory and gross margin based upon the retail method of accounting. Prior to
January 1, 1995, the Company estimated interim gross profit based principally
upon historical experience, which yields less precise results than the method
used for year-end valuation purposes. The fourth quarter results for the period
ended December 31, 1994 were impacted by a difference in gross profit determined
as a result of physical inventories taken at year-end. This resulted in an
increase to gross profit of approximately $1,787 for the fourth quarter ended
December 31, 1994. In addition, the fourth quarter results for the period ended
December 31, 1994 were impacted by the change in method of valuing the ending
inventory totaling approximately $780.
F-15
31
SYMS CORP
INDEX TO EXHIBITS
The following exhibits which are marked with an asterisk are
filed as part of this 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 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 (+).
EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- --------
3.1 Certificate of Incorporation of Syms Corp, as amended
3.2 By-laws of Syms Corp
4.1 Specimen Certificate of Common stock
4.3 $5,600,000 New Jersey Economic Development Authority Revenue Bond
Agreement dated December 1, 1981
4.4 Amendments to the New Jersey Economic Development Authority Revenue Bond
Agreement
4.4a First Amendment dated April 14, 1982
4.4b Second Amendment dated May 17, 1982
4.4c Third Amendment dated June 27, 1983
4.4d Fourth Amendment dated July 14, 1983
4.5 Mortgage & Note dated December 11, 1981 between Syms Inc. and New Jersey
Economic Development Authority
9.1 Voting Trust Agreement, dated July 25, 1983
9.2 Supplemental Agreement and Amendment to Voting Trust Agreement, dated as
of December 15, 1994 (Exhibit 9.1 to Form 8-K dated December 15, 1994)
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 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
*10.34 Credit Plan Agreement dated December 11, 1995 between Citicorp Retail
Services, Inc. and Registrant
*21 List of Subsidiaries of the Company
*23 Consent of Deloitte & Touche LLP
*27 Financial Data Schedule