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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

CASUAL MALE RETAIL GROUP, INC.

(Exact name of registrant as specified in its charter)

(781) 828-9300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨

As of July 31, 2004, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $156.1 million, based on the last reported sale price on that date. Shares of Common Stock held by each executive officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded on the basis that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily determinative for other purposes.

The registrant had 34,229,255 shares of Common Stock, $0.01 par value, outstanding as of March 31, 2005.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Proxy Statement for the 2005 Annual Meeting of Stockholders are incorporated by reference into Part III.

Table of Contents

CASUAL MALE RETAIL GROUP, INC.

Index to Annual Report on Form 10-K

Year Ended January 29, 2005

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PART I.

Certain statements contained in this Annual Report on Form 10-K constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “estimate,” “intend,” “plan,” “continue,” “believe,” “expect” or “anticipate” or the negatives thereof, variations thereon or similar terminology. The forward-looking statements contained in this Annual Report are generally located in the material set forth under the headings “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” but may be found in other locations as well. These forward-looking statements generally relate to plans and objectives for future operations and are based upon management’s reasonable estimates of future results or trends. The forward-looking statements in this Annual Report should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. Numerous factors could cause the Company’s actual results to differ materially from such forward-looking statements. The Company encourages readers to refer to the Company’s Current Report on Form 8-K, previously filed with the Securities and Exchange Commission on April 8, 2005, which identifies certain risks and uncertainties that may have an impact on future earnings and the direction of the Company.

All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on the Company’s behalf are expressly qualified in their entirety by the foregoing. These forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in its expectations or any change in events, conditions or circumstances in which the forward-looking statement is based.

Item 1.     Business

Casual Male Retail Group, Inc. together with its subsidiaries (the “Company”) is the largest specialty retailer of big & tall men’s apparel with retail operations throughout the United States, Canada and London, England. The Company operates 492 Casual Male Big & Tall stores, 13 Casual Male at Sears Canada stores, 22 Rochester Big & Tall stores and a direct to consumer business, which includes a catalog business and two e-commerce sites. Unless the context indicates otherwise, all references to “we,” “our,” “ours,” “us” and “the Company” refer to Casual Male Retail Group, Inc. and its consolidated subsidiaries. The Company refers to its fiscal years ended January 29, 2005, January 31, 2004 and February 1, 2003 as “fiscal 2004”, “fiscal 2003” and “fiscal 2002”, respectively.

HISTORY

The Company was incorporated in the State of Delaware in 1976 under the name Designs, Inc. Until fiscal 1995, the Company operated exclusively Levi Strauss & Co. branded apparel mall and outlet stores. In fiscal 1995, the Company began seeing limited growth opportunities with Levi Strauss & Co. and started to embark on several private label diversification strategies.

While implementing these strategies, but with limited opportunity to expand its mature Levi’s^®/Dockers^® business, in May 2002 the Company acquired the Casual Male business from Casual Male Corp. at a bankruptcy court-ordered auction. At the time of the acquisition, Casual Male was the largest retailer of men’s clothing in the big & tall market in the United States. As a result of the acquisition and in view of the significance of it to the growth and future identity of the Company, on August 8, 2002 the Company’s name was changed to “Casual Male Retail Group, Inc.”

The Company saw significant opportunities to grow the Casual Male business, such as:

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Since May 2002, the Company has been implementing its strategic turnaround plan to re-position Casual Male to become the premier global specialty men’s apparel retailer catering to the big & tall niche market. At the same time the Company continued to see considerable deterioration in its Levi’s^®/Dockers^® business and in fiscal 2002 the Company announced that it would downsize and eventually exit the Levi’s^®/Dockers^® business.

FISCAL 2004 DEVELOPMENTS

In fiscal 2004, the Company continued to make considerable strides toward completing its three-year turnaround plan of becoming the premier global operator of big & tall men’s apparel.

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Since the Casual Male acquisition, the Company had operated in two segments, its “Casual Male business” and its “Other Branded Apparel businesses.” With the completion of the sales of its Other Branded Apparel businesses and the acquisition of Rochester, beginning in fiscal 2005, the Company will operate as a single segment, “Big & Tall Apparel Business.” This segment will include the operations of both its Casual Male and Rochester businesses.

BIG & TALL APPAREL BUSINESSES

The Company is a multi-channel retailer offering high quality apparel for the big & tall customer. The Company offers its merchandise to customers through diverse selling and marketing channels, including over 492 retail and outlet stores, which operate under the names “Casual Male Big & Tall^®” and “Casual Male Big & Tall Outlet” stores, 22 retail stores operating under the name “Rochester Big & Tall”, its catalogs and e-commerce sites. The Casual Male customer is a consumer of primarily moderately priced branded and private label casual sportswear and dresswear. The Rochester customer is a consumer of fine quality, designer and branded menswear, priced at exceptional value and supported with excellent customer service.

Industry

The NPD Group, a leading marketing information provider, estimates that the men’s big & tall apparel market, which includes pants with a waist size 44” and greater, as well as tops sized 1X and greater, generated approximately $5.3 billion in sales in 2002. This highly fragmented market represents approximately 13% of the overall men’s apparel business. In 2002, sales of men’s big & tall apparel increased 1.4%, while overall men’s apparel sales declined 0.7%. Growth in this segment has been driven by rapidly changing market demographics. In fiscal 2002, 64% of U.S. adults were overweight or obese, up from 56% six years prior. Additionally, in 2001, 49 states classified 15% or more of their total adult population as obese, versus four states in 1991. Moreover, 29 states classified 20% or more of their total adult population as obese. According to the Center for Disease Control, the rate of obesity for the under-30 age group is growing faster than any other segment of the population. These statistics suggest that there is a significant gap between the market share of the big & tall apparel market and the overall percentage of the population classified as obese.

The men’s big & tall apparel market is currently served by a variety of retailers, including department stores, mass merchandisers and specialty stores. These stores typically offer a limited assortment of sizes and styles. By offering the widest selection of sizes and styles, the specialty channel has gained significant market share, accounting for 26.2% of men’s big & tall apparel sales in 2002 versus 22.7% in 1998.

Multi-Channel Strategy

The Company strategy is to appeal to all of its customers by providing multiple ways to shop. The Casual Male customer is often a destination shopper when it comes to purchasing apparel for himself. For customers that are somewhat uncomfortable in a traditional shopping environment, the Company offers them the opportunity to shop through its catalogs and e-commerce sites.

Casual Male Big & Tall retail stores.    At January 29, 2005, the Company operated 424 Casual Male Big & Tall full-price retail stores, located primarily in strip centers, power centers or stand-alone locations. These stores target the middle-income customer seeking good quality at moderate prices. These stores offer a broad selection of basic sportswear, other casual apparel, dress wear, accessories as well as a full collection of the Company’s exclusive George Foreman

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collections. The average Casual Male store is approximately 3,450 square feet and has approximately $181 in sales per square foot annually.

Casual Male Big & Tall outlet stores.    At January 29, 2005, the Company operated 68 Casual Male Big & Tall outlet stores designed to offer a wide range of casual clothing for the big & tall customer at prices that are generally 20-25% lower than those offered at it retail stores. Most of the merchandise in the Company’s outlet stores is offered with the purchasing interests of the value-oriented customer in mind. Approximately 20% of the merchandise in the outlet stores originates from the retail stores and serves as a distribution channel for clearance and other slow moving inventory. The average Casual Male outlet store is approximately 3,150 square feet and has approximately $166 in sales per square foot annually.

Rochester Big & Tall retail stores.    At January 29, 2005, the Company operated 22 Rochester Big & Tall retail stores, located in major cities through the United States and one store in London England. The Rochester Big & Tall stores provide the customer with high end merchandise from well recognized brands. The average Rochester store is approximately 7,800 square feet and has approximately $390 in sales per square foot annually.

Casual Male at Sears Canada stores.    At January 29, 2005, the Company operated 13 Casual Male stores located within Sears Canada stores. The average Sears Canada Casual Male store is approximately 1,150 square feet and has approximately $150 in sales per square foot annually.

For fiscal 2005, the Company intends to open a combination of 10 new Casual Male outlet and retail stores and 3 new Rochester Big & Tall retail stores.

During fiscal 2004, the Company implemented a remodeling program to update between 300 to 350 of its aging Casual Male Big & Tall retail stores over a two year period. The remodeling program includes replacing carpeting, repainting the store and otherwise repairing parts of the store, where needed. In addition, certain stores received updated fixtures and signage to maintain consistent presentation standards. During fiscal 2004, the Company completed the remodel of 158 of its Casual Male Big & Tall retail stores. To date, the average cost to remodel these stores approximated $40,000 per store. The Company anticipates that it will remodel an additional 50 stores in fiscal 2005.

Catalogs.    The Company’s “Casual Male Big & Tall” catalog offers an assortment of merchandise similar to what is available in the stores, but also offers a broader selection of brands, styles and sizes. The Company issued 23 editions of its catalog in fiscal 2004 and circulated a total of 5.5 million catalogs producing over $5.00 of sales per book. In fiscal 2005, the Company intends to increase the number of editions and increase its circulation by approximately 20%. Beginning in March 2005, the Company will for the first time include approximately 880,000 of its retail store customers in its catalog distribution.

In fiscal 2004, the Company introduced the Premier catalog focusing on extended lines of national designer brands carried in the Casual Male Big & Tall catalog. The premier catalog offered increased assortments in Cutter & Buck, Axis, Polo Ralph Lauren, George Forman Signature and other national brands.

In fiscal 2004, the Company completed the phase out of the Repp Big & Tall catalog. The Repp Big & Tall catalog was an extension of the Repp Ltd. Big & Tall stores, which were previously owned and subsequently closed by Casual Male Corp., prior to the Company’s acquisition.

As part of the Rochester acquisition, the Company also acquired the “Rochester Big & Tall” catalog business. Because there are currently only 22 Rochester Big & Tall retail locations, which may not be accessible for many of the Rochester customers, Rochester’s catalog business is a significant portion of its Rochester business. The catalog offers an assortment of clothing that is similar to what can found in its retail stores, with a broader selection in most cases. The Company intends to mail approximately 5 million Rochester Big & Tall catalogs during fiscal 2005 estimated to generate over $3.50 per book.

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As part of the phase out of the Repp catalog, the Company was only able to convert 20% of its customers to the Casual Male Big & Tall catalogs. Due to the higher end merchandise that Rochester carries, the Company believes that the “Rochester Big & Tall” catalog will appeal more to its Repp catalog customers. As such, one of the benefits of the Rochester acquisition will be the sharing of its customer lists. In Spring 2005, the Company will send its “Rochester Big & Tall” catalog to its 130,000 previous Repp catalog customers.

In-bound calls and order fulfillment for the Company’s catalog are currently handled at its distribution center. See “Distribution” below.

E-Commerce.    The Company currently has two e-commerce websites: www.casualmale.com and www.rochesterclothing.com.

The Casual Male site offers substantially the same merchandise as is offered in its Casual Male and Premier catalogs. The Company currently processes and fulfills orders from its website through its distribution center. The Company sees the internet as a significant growth opportunity. During fiscal 2004, the Casual Male website had a sales increase of 57% which followed a 49% increase from the prior year.

The Company anticipates that this e-commerce website will continue to grow and is exploring other business opportunities and relationships. On March 1, 2005, the Company acquired the domain name www.bigandtall.com. This site will be integrated with both the Casual Male and Rochester websites and is expected to generate additional traffic.

Similar to the Repp Catalog, the company completed the closure of its Repp Big & Tall website during the first quarter of fiscal 2005.

Merchandise

Casual Male Business.    The Casual Male stores offer an extensive selection of quality sportswear, dress clothing and footwear for the big & tall male customer at moderate prices. Over 50% of the Casual Male merchandise is basic or fashion-neutral items, such as jeans, casual slacks, tee-shirts, polo shirts, dress shirts and suit separates. The Casual Male customer is primarily interested in comfort and fit, more so than price. As such, Casual Male’s clothing has features specifically designed for our customer, such as waist-relaxer pants, stretch belts, zipper ties, wide band socks, neck-relaxer shirts and clothing with comfort-stretch technology and reinforced stress points. Independent tests have shown that the Company’s merchandise is among the highest in quality of all major brands.

During Spring 2004, the Company launched its new line of men’s big & tall apparel featuring Comfort Zone by George Foreman^™, Signature Collection by George Foreman^™ and GF Sport by George Foreman^™ in its Casual Male stores, catalog and on its Casual Male e-commerce site.

George Foreman branded apparel represented approximately 28% of Casual Male’s revenues for fiscal 2004. Over the past year, the Company has converted some of its merchandise, which previously sold under its “Harbor Bay” private label, to its George Foreman collection, resulting in sales increases ranging from 20% to 50% depending on the product.

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The Company intends to continue exploring other assortment additions to the George Foreman apparel line depending on performance and adaptation of existing assortments to include comfort zone features.

In addition, the Company successfully introduced several well-known brands of merchandise during fiscal 2004 with merchandise margins similar to its private label program. During fiscal 2004, this branded merchandise represented approximately 80% of the Company’s merchandise mix, which includes the George Foreman brand. The Company carries a wide range of well-known brand name merchandise including, Izod, Polo Jeans Co., Perry Ellis Portfolio^®, Geoffrey Beene^®, Sean John^®, Sketchers^®, Levi’s^®, Dockers^®, Calvin Klein and others. In addition, Casual Male launched an exclusive Reebok^® big & tall collection in Fall 2004. Accordingly, the Casual Male’s private label Harbor Bay merchandise assortments were significantly reduced during fiscal 2004, representing only 20% of the merchandise assortments.

Stores are merchandised to showcase entire outfits by lifestyle, including traditional, functional active, young men’s, dresswear and contemporary. This format allows the Company to merchandise key items and seasonal goods in prominent displays, makes coordinating outfits easier for the customer and encourages multi-item purchases. This lifestyle layout also allows the Company to better manage store space in each market to target local demographics. Stores are clustered to meet the demographic needs of customers by climate and ethnicity. The key item strategy is also fully integrated by lifestyle, allowing the Company to focus on merchandise presentation and offer its customers a compelling value proposition. By taking advantage of volume purchasing discounts, the Company is able to promote these key items across the entire chain without sacrificing gross margins.

The Company’s initiative to add extended sizing in tall sizes in core programs for Spring 2004 has resulted in doubling the penetration of these sizes to the total. Casual Male intends to offer additional extended sizes in core programs for fiscal 2005.

To improve upon the Company’s capabilities to plan and replenish its merchandise assortments according to the age and demographic characteristics of each market, Casual Male adopted the Arthur product planning methodologies in fiscal 2004, as well as installed and implemented the E3 replenishment application. Both of these applications are part of the JDA Enterprise Portfolio. These new applications have not only improved upon Casual Male’s merchandise planning capabilities, but have also enabled it to better manage size requirements for each store.

Rochester Business.    Rochester Big & Tall stores carry a broad selection of quality apparel, at higher price points, from well-know branded manufacturers such as Polo Ralph Lauren, Burberry, Ermenegildo Zegna, Axis, Cutter &Buck and Versace Classic. The Rochester customer is able to find a wide range of apparel from casual activewear to dressy suits. These stores cater to their customers, offering a personal shopper type experience, with experienced staff that have a strong knowledge of the merchandise and services such as on-site tailoring.

Marketing and Advertising

The Company’s marketing department creates and implements a wide variety of national, regional and local advertising, direct marketing and sales promotion programs. These television, radio, direct mail and e-mail programs are designed to increase sales and customer awareness of the Casual Male brand name. A strong component to the marketing budget is direct mail campaigns to Casual Male’s customer base. Approximately 70% of all sales were captured in the Company’s customer database in fiscal 2004. This allows continuous communication with the Company’s customers both for promotional events as well as relationship programs such as the birthday club and new customer programs. The Company maintains the largest customer database of purchasers of big & tall clothing. In addition, local store marketing activities occur on a regular basis and include store opening events and in-store promotion programs.

In fiscal 2004, the Company spent 50% of its marketing program in the first half of the year on television in connection with the Company’s national launch of its exclusive George Foreman clothing collections. This type of marketing was necessary in order to attract new customers and introduce them to the Casual Male brands, including its George Foreman brand product lines. With George Foreman’s name associated with Casual Male, public relations was a key element of the Spring campaign. These efforts resulted in over 100 million consumer impressions through television, print and radio ads.

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During the second half of the year, the Company identified new ways to mine their customer database and implemented a “Reactivation” direct mail program. The program was geared toward customers who had not recently shopped one of the Company’s Casual Male stores and might not be familiar with the broad selection of well-known brands that the stores offered. The results were positive generating 50,000 former customers to visit Casual Male and purchase during the holiday 2004 season. Based of the successful performance of their direct mail program during the latter half of fiscal 2004, the Company plans to allocate approximately 73% of its fiscal 2005 marketing dollars to include continued reactivation programs as well as mailing their catalog to retail shoppers to both expose customers to the breadth of assortment at Casual Male as well as drive traffic into the stores.

By Fall 2005, the Company expects to have in place a new customer relationship management system, including a loyalty program. This will allow the Company to expand its level of communication, and pertinent customer information will be available at the store level, with the goal of servicing the customer better. With the customer database maintained at the corporate office, Casual Male will have daily results on its direct marking efforts and will have the ability to respond to business immediately. Casual Male in conjunction with NSB, their software partner, will be the first to develop and utilize a new customized personal digital assistant, or PDA, allowing this customer profile information to be portable on the sales floor to assist through the entire sales process.

Advertising and marketing costs for the Casual Male businesses represented approximately 7.3% of the revenue from the Casual Male business in fiscal 2004. This includes creating and distributing 5.5 million catalogs, over 25 million retail direct mail pieces and all in-store signage for its 492 Casual Male stores, as well as supporting e-commerce efforts.

Competition

The Company’s Big & Tall Apparel specialty business faces competition from a variety of sources, including department stores, other specialty stores, discount and off-price retailers, as well as other retailers that sell big & tall merchandise. While the Company has successfully competed on the basis of merchandise selection, favorable pricing, customer service and desirable store locations, there can be no assurances that other retailers will not adopt purchasing and marketing concepts similar to those of the Company. In addition, discount retailers with significant buying power, such as Wal-Mart, J.C. Penny and Target, represent a source of competition for the Company.

The United States men’s big & tall apparel market is highly competitive with many national and regional department stores, specialty apparel retailers, single market operators and discount stores offering a broad range of apparel products similar to those of the Company. Besides retail competitors, the Company considers any casual apparel manufacturer operating in outlet malls throughout the United States to be a competitor in the casual apparel market. The Company believes that it is the only national operator of apparel stores focused on the men’s big & tall market, the next largest specialty retailer being Dahle’s, which operates 12 stores.

The catalog business has several competitors, including the King Size Catalog (which is owned by Redcats USA, a wholly owned subsidiary of Pinault-Printemps-Redoute, SA of France ) and J.C. Penny’s Big & Tall Collection catalog.

DISTRIBUTION

All of the Company’s distribution operations are centralized in the Company’s headquarters and distribution center located in Canton, Massachusetts.

The Company believes that having one centralized distribution facility minimizes the delivered cost of merchandise and maximizes the in-stock position of its stores. The Company believes that the centralized distribution system enables its stores to maximize selling space by reducing necessary levels of back-room stock carried in each store. In addition, the distribution center provides order fulfillment services for the Company’s e-commerce and catalog businesses.

In fiscal 2003, the Company partnered with United Parcel Services (“UPS”) to improve upon its distribution methods and reduce shipping costs as a result of not having to use third party trucking companies. By utilizing UPS, the Company is able to track all deliveries from the warehouse to the individual stores, including the status of in-transit shipments.

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In fiscal 2004, the Company implemented Manhattan Associates’ PKMS warehousing application for its distribution center systems, which is expected to significantly streamline its distribution processes, enhance in-transit times, and significantly reduce distribution costs. In addition, Casual Male has slightly altered its distribution strategy as it relates to seasonal merchandise to allow for replenishment of styles at the color and size level which is intended to optimize sales opportunities and minimize end of season clearance markdowns. This seasonal merchandise distribution strategy requires significantly higher volume of individual piece processing, a more costly distribution method in contrast to carton handling. However, in conjunction with the installation of a more efficient PKMS warehousing application, the Company also updated its processes in order to optimize the new system capabilities in areas such as receiving, cross-dock handling, put-away, and picking which will include the use of scanning equipment. Accordingly, in spite of the shift in distribution strategy to include the more costly piece replenishment, Casual Male’s distribution costs are expected to decrease with the installation of new systems and the adoption of updated process flows.

Currently, the Company’s recently acquired Rochester business does not benefit from these enhanced warehousing systems. Prior to the Company’s acquisition, the Rochester stores received a significant portion of their merchandise as drop-shipments from various vendors and were only receiving deliveries approximately once a month, resulting in frequent out-of-stock positions and poor inventory management. Even though the Rochester business has not been fully integrated with the Company’s new warehousing applications, the stores have been added to the distribution rotation enabling them to receive merchandise twice a week. Once the Rochester stores are fully integrated into the Company’s infrastructure, which is planned for the third quarter of fiscal 2005, the Company believes that there will be significant cost savings and a more effective inventory management system.

MANAGEMENT INFORMATION SYSTEMS

Since the Company’s acquisition of the Casual Male business in May 2002, one of the Company’s primary goals has been to upgrade and enhance legacy systems with best practice applications to enable substantial operating efficiencies.

At the time of the acquisition, the Casual Male business operated primarily on an IBM mainframe platform. The mainframe based system included an internally supported enterprise retail system and a human resource/payroll application. The Company’s then-existing e-commerce/catalog fulfillment infrastructure operated on a Hewlett-Packard environment on software from Ecometry, and the remainder of its business operated on an IBM AS/400 platform. The Company’s financial systems were supported by a client server environment.

Presently, the Company’s management information systems consist of a full range of retail merchandising and financial systems which include merchandise planning and reporting, distribution center processing, inventory allocation, sales reporting, and financial processing and reporting. The Company’s system integration project has been completed. The Company’s Casual Male business operates primarily on an IBM AS/400 platform, with the e-commerce/catalog business on the HP environment.

In February 2003, the Company completed the conversion of the Casual Male business to its Lawson Financial System. Management now has several tools with which to manage the business on a consolidated level in a more efficient and effective manner. During fiscal 2003, the Company implemented the JDA E3 Advanced Replenishment system for the Casual Male business. This system was integrated with the existing Casual Male business mainframe platform in an effort to improve sales opportunities and better manage inventories of basic merchandise.

During fiscal 2004, the Company completed the systems integration work to upgrade its merchandising systems to the JDA Portfolio Solutions, specifically the MMS Merchandise Management System, E3 Advanced Replenishment, Retail Ideas Data Warehouse, and Arthur Merchandise Planning and Advanced Allocation systems. In addition, the Company also converted its distribution system to Manhattan Associates’ PKMS distribution system. With these systems in place, the Company is now implementing advanced planning methodologies allowing the Company to manage product assortments down to the store level.

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To implement these initiatives, the Company spent approximately $14.0 million since the acquisition, primarily on system enhancement, implementation and maintenance. With the systems fully implemented, the Company expects to be able to improve sales, better manage inventory levels and streamline operations by:

Currently, all of the Company’s stores have point-of-sale terminals supplied by Fujitsu and NCR. The Casual Male business is supported by a point-of-sale (“POS”) business application provided by Triversity. The POS applications capture daily transaction information by item, color and size. The Company utilizes barcode technology in tracking sales, inventory and pricing information. Communication between the corporate headquarters and all stores is facilitated on a daily basis through the use of an electronic mail system.

The Company has already moved into the second phase of its plan, which includes upgrading to a state-of-the-art POS and register system in all of its Casual Male store locations. This new system will include a multitude of features including Customer Relationship Management (“CRM”) tools that will enable the Company to track customer buying habits and provide it with the ability to target customers with specific offers and promotions. In March 2004, the Company announced that it signed a license agreement with NSB Group for its Connected Retailer^® Store and Customer Relationship Management Solutions. Once installed, the Company will be able to roll-out its plan for an effective loyalty program for its customers, the goal of which is to have a million customers involved in the program by the end of fiscal 2005. The Company expects the roll-out of this project to its stores will begin in Spring 2005 and expects it to be completed during Summer 2005. The Company believes that these efforts can lead to new customers as well as a more loyal customer base. Once complete, the Company’s sales associates will have an array of information available about their customers. Through the use of wireless, hand-held PDAs, the Company’s sales associates will be able to access the CRM database real-time providing them with valuable information on each customer’s buying patters, preferences and sizes. This project is anticipated to cost approximately $5.0 million.

The merchandising management systems are updated daily with all store transactions and provide daily sales, inventory, pricing and merchandise information and management reports to assist the Company in operating its retail business. The Company’s merchandising system applications also facilitate the placement and tracking of purchase orders and utilize EDI technology. The Company evaluates this information, together with weekly reports on merchandise statistics, prior to making decisions regarding reorders of fast-selling items and the allocation of merchandise.

The Company’s Rochester business is currently supported by AS/400 applications that are over 20 years old. The Company plans to convert the Rochester stores to the Casual Male system environment by the third quarter of fiscal 2005.

The Company utilizes a Microsoft 2000 Server / Windows 2000 Desktop environment running on a local area network to communicate and work-share within its corporate headquarters. The Company also utilizes the services of ADP, an outside payroll processing provider, to prepare, distribute and report its weekly payroll.

LP INNOVATIONS, INC.

LP Innovations, Inc. (“LPI”), an 85% owned subsidiary of the Company, which was acquired by the Company in May 2002 as part of its Casual Male acquisition, is a national provider of loss prevention solutions to companies in the retail industry. LPI’s loss prevention services include in-store audits, employee investigations, employee training and awareness, and specially designed software. Through LPI’s subsidiary, Securex LLC (“Securex”), LPI also sells and

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installs security equipment and alarm and security central monitoring, allowing LPI to provide a comprehensive loss prevention solution to its clients.

LPI’s clients have historically included small, mid-sized and large retail chains in the specialty, grocery, apparel, office supplies, sporting goods and numerous other segments of the retail industry. LPI currently has approximately 60 loss prevention retail clients representing over 5,000 retail locations. In excess of 65% of these retail clients have contracted for a component of LPI’s full outsource loss prevention services, while the balance of the retail clients have contracted for individual services, such as in-store audits or in-store employee investigation. For fiscal year 2004, LPI generated total revenues of approximately $11.5 million and a net loss of approximately $1.2 million. Loss prevention services generated revenues of approximately $7.7 million, or 67.3% of LPI’s total revenues, with the remaining $3.8 million generated by Securex. Included in LPI’s total revenues of $11.5 million are revenues of $1.4 million generated by services provided to the Company by LPI, or 12.0% of total revenues. Such intercompany transactions between LPI and the Company are eliminated for purposes of consolidation.

SEASONALITY

Consistent with the retail industry, the Company’s business is seasonal, traditionally generating the largest volume of its sales during the Father’s Day selling season in June and the Christmas selling season in December. The Casual Male outlet business traditionally generate the largest volume volumes during the back-to-school selling season in August and the Christmas selling season in December. The majority of the Company’s operating income is generated in the fourth quarter as a result of the impact of the Christmas selling season.

TRADEMARKS/TRADEMARK LICENSE AGREEMENTS

The Company owns several servicemarks and trademarks relating to its Casual Male business, including Casual Male^® and “Casual Male Big & Tall^®”, “Rochester Big & Tall”, “Rochester Sport”, “Harbor Bay^®”, “GF Sport By George Foreman^™”, “Comfort Zone by George Foreman^™”, “George Foreman Signature Collection^™” and “Signature Collection By George Foreman^™” The Company also has a U.S. patent for an extendable collar system, which is marketed as “Neck Relaxer^™.”

EMPLOYEES

As of January 29, 2005, the Company employed approximately 2,950 associates, of whom 1,479 were full-time personnel. The Company hires additional temporary employees during the peak Fall and Holiday seasons. None of the Company’s employees is represented by any collective bargaining agreement.

AVAILABLE INFORMATION

The Company’s corporate website is www.cmrginc.com. The Company makes available, free of charge, through its website its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after the Company has electronically filed such material with, or furnished such materials to, the Securities and Exchange Commission. The SEC maintains an internet site that contains reports, proxy and information statements, and other information for issuers that file electronically with the SEC at http://www.sec.gov.

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Item 2.     Properties

The Company’s corporate offices and distribution center are located at 555 Turnpike Street in Canton, Massachusetts. The facility is located on 37 acres of land and is owned by Designs Canton Property Corp., a wholly owned subsidiary of Designs Canton Holdings, Inc., which is an indirect wholly owned consolidated subsidiary of the Company. The property, which was acquired by the Company as part of its Casual Male acquisition in May 2002, is subject to an outstanding mortgage of $9.8 million at January 29, 2005. The mortgage is secured by the real estate and the buildings. The building contains about 750,000 square feet, which includes approximately 150,000 square feet of office space.

The Company remains liable on its lease, which expires in January 2006, for its previous corporate offices located at 66 B Street, Needham, Massachusetts. In January 2003, the Company entered into a sublease agreement with its loss prevention subsidiary, LP Innovations, Inc. (“LPI”), pursuant to which LPI leases approximately 19,000 square feet of the total 80,000 square feet of this facility. The sublease agreement will expire on December 31, 2005.

As of January 29, 2005, the Company operated 424 Casual Male Big & Tall retail stores, 68 Casual Male Big & Tall outlet stores, and 22 Rochester Big & Tall retail stores. All of these stores are leased by the Company directly from shopping center owners. The store leases are generally five years in length and contain renewal options extending their terms to between 5 and 10 years. Following this discussion is a listing by state of all store locations open at January 29, 2005.

Sites for store expansion are selected on the basis of several factors intended to maximize the exposure of each store to the Company’s target customers. These factors include the demographic profile of the area in which the site is located, the types of stores and other retailers in the area, the location of the store within the center and the attractiveness of the store layout. The Company also utilizes financial models to project the profitability of each location using assumptions such as the center’s sales per square foot averages, estimated occupancy costs and return on investment requirements. The Company believes that its selection of locations enables the Company’s stores to attract customers from the general shopping traffic and to generate its own customers from surrounding areas.

See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources - Capital Expenditures.”

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Store locations by State at January 29, 2005

Casual Male Big & Tall Retail and Outlet stores (Outlets denoted by an asterisk)

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Item 3.    Legal Proceedings

In October 2003, a class action lawsuit was filed against the Company in California Superior Court. The complaint alleged, among other things, that the Company failed to pay overtime compensation and to provide meal and rest breaks to the Company’s California store managers for the period May 14, 2002 through the present. Subsequently, in a lawsuit filed in United States District Court, Northern District of California, the case was expanded to include all Casual Male managers nationwide. The lawsuit seeks unpaid overtime, meal and rest period penalties, waiting time penalties and injunctive relief under the Fair Labor Standards Act (“FLSA”) and the California Labor Code. The California claims were consolidated into the federal court action and the state court lawsuit was dismissed. No class has been certified, and the parties are currently conducting initial discovery and preparing for mediation. Casual Male hopes to resolve this case at mediation. However, if that is not possible, the Company has strong factual and legal defenses and plans to defend the claims vigorously. There can be no assurances, however, that such claims will not be successful in whole or in part.

Item 4.    Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the Company’s security holders during the fourth quarter of fiscal 2004.

PART II.

Item 5.    Market for the Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s Common Stock is listed for trading on the NASDAQ National Market under the symbol “CMRG.”

The following table sets forth, for the periods indicated, the high and low per share closing sales prices for the Common Stock, as reported on the Nasdaq consolidated reporting system.

As of April 7, 2005, based upon data provided by independent shareholder communication services and the transfer agent for the Common Stock, there were approximately 272 holders of record of Common Stock.

The Company has not paid and does not anticipate paying cash dividends on its Common Stock. In addition, financial covenants in the Company’s loan agreement may restrict dividend payments. For a description of these financial covenants see Note C to the Notes to the Consolidated Financial Statements.

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Item 6.    Selected Financial Data

Selected Financial Data-Historical Results

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Selected 5 Year Financial Data for the Big & Tall Apparel Business

The following table provides historical financial information for the Big & Tall Apparel Business for the past five fiscal years, and includes the operating results from the Company’s Casual Male business and since October 29, 2004, the operating results of Rochester. Information for the Company’s Casual Male business prior to May 14, 2002 is according to the financial records of Casual Male Corp., the predecessor company.

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

As noted above, this Annual Report on Form 10-K, including, without limitation, this Item 7, contains “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. Actual results or developments could differ materially from those projected in such statements as a result of numerous factors, including, without limitation those risks and uncertainties set forth in the Company’s Current Report on Form 8-K, previously filed with the SEC on April 8, 2005, which you are encouraged to read. The following discussion and analysis of our financial condition and results of operations should be read in light of those risks and uncertainties and in conjunction with our accompanying Consolidated Financial Statements and Notes thereto.

EXECUTIVE OVERVIEW

Summary

During fiscal 2004, the Company continued to make significant progress on completing its three-year turnaround plan for its Casual Male business which it acquired in fiscal 2002. The Company’s objective since acquiring the Casual Male business was to become the premier retailer in the big & tall industry by (1) improving upon operating efficiencies with lower operating costs and replacement of Casual Male’s antiquated systemic infrastructure, (2) updating Casual Male’s merchandise assortments with a balanced mix of branded and private label merchandise addressing the wardrobe needs of its niche consumer base and (3) divesting the Company’s other businesses to enable strategic focus towards the Company’s core business. The Company made substantial steps this year towards achieving its overall goal by clearly defining the Company and its business. In the past year, the Company completed the divestiture of its other non-core businesses and as of January 29, 2005 solely operated as a big & tall men’s apparel retailer. Expanding upon its core big & tall men’s apparel presence and providing added leverage to its existing operating and infrastructure base, the Company also acquired Rochester Big & Tall Clothing (“Rochester”), a 22 store chain with operations in major cities in the United States, including a store in London, England, and opened 13 Casual Male shops located within Sears Canada stores. At the same time, Casual Male updated its merchandise assortments with a blend of fashion-appropriate branded merchandise balancing its private label assortments. In addition, the Company successfully implemented the first phase of its infrastructure improvements by replacing its legacy merchandise and distribution systems with industry best practice applications.

Although the Company’s operating margin suffered during the year, dropping from 5.2% to 2.7% due primarily to investments made in marketing, the Company believes that it has positioned itself for significantly improved results in future periods. During the fourth quarter of fiscal 2004, operating income from its core big & tall men’s apparel business improved over 20% from the prior year. The Company expects its operating income to continue to grow as its gross margins improve as a result of improved inventory management methods resulting from its updated systemic operating capabilities.

George Foreman Launch

As part of its strategy to add branded merchandise to its assortments, during the first quarter of fiscal 2004, the Company launched its George Foreman clothing collections, which performed to the Company’s expectations, representing approximately 28% of revenues in its first year. Based on the success of the product lines, in the second quarter of fiscal 2004, the Company renegotiated its license agreements with George Foreman resulting in the opportunity to extend the relationship through 2018. In addition, the amendments provided the Company with the opportunity to expand the product lines internationally. These agreements are discussed in detail in Note H to the Notes to the Consolidated Financial Statements.

Rochester Acquisition

On October 29, 2004, the Company completed the acquisition of substantially all of the assets of Rochester Big & Tall Clothing (the “Rochester Acquisition”). The purchase price was $15.0 million in cash and the assumption of bank and subordinated debt of approximately $5.0 million, in addition to the assumption of identified operating liabilities such as

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accounts payable and accrued liabilities. There is a potential payment over a three-year period of an additional $4.0 million, which is subject to an earn-out provision. The Company financed the transaction with a $7.5 million term loan from Bank of America Retail Group, Inc. (formerly known as Fleet Retail Group, Inc.) together with borrowings on its existing credit facility, which was amended in connection with the acquisition. See “Liquidity and Capital Resources” for more discussion on the Company’s credit facility.

The Company expects that the acquisition of the Rochester business, which includes 22 retail stores, a catalog business and a growing e-commerce business, will provide an incremental $70 million of revenue to the Company on an annualized basis. The Rochester stores cater to the high-end customer generating average transactions of over $400 as compared to the average $75 per transaction for the Company’s Casual Male business, which offers high quality merchandise at affordable prices. As a result, the Company expects that the average annual revenues of a Rochester store for fiscal 2005 will approximate $2.3 million in sales as compared with $650,000 for an average Casual Male store.

The Company believes that the Rochester business has significant growth opportunities and, together with the operating and cost synergies that will be realized as a result of the acquisition, the Company expects the Rochester stores to be accretive to the Company’s overall profitability.

Sale of Ecko Joint Venture Interest and Markdown Allowance Agreement

With a strategic plan in place to grow its Casual Male business, the Company decided to exit its joint venture with Ecko.Complex, LLC (“Ecko”). From March 2002 and through July 30, 2004, the Company operated a joint venture with Ecko under which the Company, a 50.5% partner, owned and managed retail outlet stores bearing the name Ecko Unltd.^® and featuring Ecko^® brand merchandise. For financial reporting purposes, Ecko’s 49.5% ownership in the joint venture was included in the Company’s consolidated financial statements as a minority interest, through July 30, 2004.

On July 30, 2004, the Company sold to Ecko its 50.5% interest in the joint venture for a purchase price of $800,000 in cash and a secured promissory note in the principal amount of $6.2 million. The secured promissory note accrued interest at 8% annually and was secured by all of the membership interests of the former joint venture and substantially all of its assets. This note required Ecko to make monthly principal payments to the Company of $516,667 plus interest, commencing August 31, 2004. As of January 29, 2005, the promissory note had been paid in full. Through January 2005, the Company received fees based on a percentage of sales for providing transitional services to the joint venture related to its operating and accounting systems.

Pursuant to a mark-down allowance agreement entered into on July 30, 2004, Ecko also executed and delivered an additional secured promissory note for $1.0 million as a markdown allowance with respect to purchases of certain goods made by the Company from Ecko. The secured promissory note accrued interest at 8% annually and was also secured by all of the membership interests of the former joint venture and substantially all of its assets. This note required Ecko to make monthly principal payments in the amount of $83,333 plus interest commencing August 31, 2004. As of January 29, 2005, Ecko had paid the note in full.

Sale of Levi’s^®/Dockers^® Business

Since fiscal 2002, the Company has been in the process of winding down its Levi’s^®/Dockers^® business with the intention to eventually exit the business completely. In fiscal 2004, the Company completed this through the closure of 26 stores and the sale of its remaining 32 store locations. On November 24, 2004, the Company entered into an Asset Purchase Agreement with Hub Holding Corp., an affiliate of Sun Capital Partners, Inc. (“Hub Holding”), pursuant to which the Company sold the 32 Levi’s^®/Dockers^® outlet stores to Hub Holding. The sale price was approximately $12.8 million in cash. Subsequently, in January 2005, the Company also received $325,000 as part of an earn out payment based on the stores’ financial performance through January 31, 2005. In connection with the sale, Hub Holding assumed all outstanding accounts payable and accrued liabilities incurred in the ordinary course of business, including the remaining lease obligations for these 32 store locations. The Company recognized a gain on the sale of $1.2 million, which was included in discontinued operations for the fourth quarter and fiscal year 2004. In addition, results from discontinued operations included income of approximately $2.5 million related to the reversal of restructuring reserves established in fiscal 2002 related to the closure of these stores which were no longer needed as a result of the sale. See Note J, “Discontinued Operations” to the Notes to the Consolidated Financial Statements for additional information.

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SEGMENT REPORTING

Since the Casual Male acquisition, the Company has operated its business as two reportable business segments: (i) the Casual Male business and (ii) Other Branded Apparel businesses. The Company’s Other Branded Apparel business has historically included the results of operations of the Company’s Levi’s^®/Dockers^® outlet business and the Company’s Ecko Unltd.^® joint venture. With the completion of the Company’s closure and sale of its remaining Levi’s^®/Dockers^® outlets in fiscal 2004 and the sale of its interest in the Ecko Unltd.^® joint venture, going forward the Company will operate under one business segment, “Big & Tall Apparel.” This segment will include the operations of the Company’s Casual Male and Rochester businesses. For purposes of discussion, Other Branded Apparel will only reflect the operations of the Company’s Ecko Unltd.^® joint venture. See Note N of the Notes to Consolidated Financial Statements for complete disclosure of the financial results of each segment.

STORE CLOSINGS/DISCONTINUED OPERATIONS

In accordance with the provisions of Statement of Financial Accounting Standard (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“SFAS No. 144”), results of operations for the Company’s Levi’s^®/Dockers^® outlet stores which have been closed over the past three fiscal years have been presented as discontinued operations. The discontinued operations of these stores include related write-downs for the impairment of assets and costs to liquidate inventory. Accordingly, the Company has reclassified all prior year results for such closed stores to conform with the current period presentation of discontinued operations.

RESULTS OF OPERATIONS

Since the Company’s Big & Tall Apparel business is the only continuing segment of the Company’s operations, the following discussion of the results of operations will first review the segment results of the Big & Tall Apparel business and will conclude with a consolidated review of the Company’s results. In addition, because the actual results for the Big & Tall Apparel only include the results of operations for its Casual Male business from May 14, 2002, the date of acquisition, the following discussion will also include pro forma results for fiscal 2002, assuming that the acquisition of Casual Male occurred on February 3, 2002. Management believes that this additional information is necessary in order to provide a complete and balanced discussion of the results of operations for this segment for fiscal 2004 as compared to fiscal 2003 and 2002. Management also believes that the inclusion of this information helps investors gain a better understanding of the Company’s core operating results and future prospects, consistent with how management measures and forecasts the Company’s performance, especially when comparing such results to previous periods or forecasts. The following pro forma financial tables were prepared based on available information using assumptions that the Company’s management believes are reasonable. The pro forma results do not purport to represent the actual results of operations that would have occurred if the Casual Male acquisition had occurred on February 3, 2002, and are not necessarily indicative of the results that may be achieved in the future.

BIG & TALL APPAREL BUSINESS – SEGMENT OVERVIEW

The following discussion includes the results of operations for the Company’s Casual Male business and, since October 30, 2004, the results of operations from its recently acquired Rochester business, as well as the Company’s catalog and e-commerce businesses.

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Sales. Sales for fiscal 2004 were $352.4 as compared to $319.2 million in fiscal 2003. The increase of $33.2 million was due to the addition of the Company’s Rochester business which contributed $21.1 million to total sales in fiscal 2004 and a comparable store sales increase for fiscal 2004 of 4.4%. This 4.4% comparable store sales increase includes comparable sales for the Rochester stores, since the date of acquisition of October 30, 2004, against their same store base from the prior year. Comparable store sales include retail stores that have been open for at least one full fiscal year together with the e-commerce and catalog sales.

Over the past eighteen months the Company has shifted its Casual Male merchandise from being predominantly private label, with its Harbor Bay label representing approximately 70% in the past, to carrying mostly well-known brands, which include its George Foreman clothing collections. Branded merchandise, together with the George Foreman merchandise, represented approximately 89% of the revenues. The Company believes that this shift to a blend of branded merchandise with private label merchandise greatly contributed to the Company’s 4.4% comparable store increases, while at the same time maintaining similar merchandise margins. In addition, the Company’s e-commerce business continued its significant growth during the year with an increase of more than 55%, which was in addition to a similar increase in fiscal 2003.

During fiscal 2004, the Company also completed the phase-out of its Repp catalog and e-commerce business. The Company was able to convert approximately 20% of those customers to its Casual Male catalog and e-commerce site. With the acquisition of Rochester Big & Tall and its growing e-commerce and catalog operations, the Company expects to grow the higher end segment of the men’s big & tall apparel business.

Sales for fiscal 2003 were $319.2 million as compared to sales of $242.7 million in fiscal 2002. This increase in sales of $76.5 million was due to the fact that fiscal 2003 represented a full year of revenue as compared to fiscal 2002, which reflected revenue only from May 14, 2002, the date of the Casual Male acquisition. Compared to pro forma sales for fiscal 2002 of $329.2 million, total sales for fiscal 2003 decreased 3.0% and comparable store sales decreased 1.3%. In addition, the Company discontinued its Repp catalog title during fiscal 2003, which resulted in an approximate 2% loss of sales as compared to fiscal 2002.

Gross Margin. The Big & Tall Apparel business gross margin rate for fiscal 2004 was 41.6% as compared to 41.5% for fiscal 2003 and 42.3% for fiscal 2002. This increase of 0.1 percentage points over fiscal 2003 was due to a stable merchandise margin for the Casual Male business and the addition of the Rochester stores, which had slightly higher gross margins.

For fiscal 2003, the Company was able to maintain strong merchandise margins throughout fiscal 2003 as a result of stable initial margins and strong inventory management in spite of sales shortfalls. However, the gross margin rate in fiscal 2003 dropped primarily due to the sales decrease and the de-leveraging of its occupancy costs.

With improved inventory management capabilities provided from its newly installed systems, the Company expects to grow its gross margins in fiscal 2005.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) as a percentage of sales for fiscal 2004, 2003 and 2002 (on a pro-forma basis) were 36.3%, 34.2%, and 35.2%, respectively. The SG&A rate during 2004 increased by over 200 basis points as a result of the marketing investments associated with the launch of the

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George Foreman brand. In the first quarter of fiscal 2004, the Company launched a nationwide campaign to announce the introduction of its George Foreman clothing collection and to re-introduce Casual Male Big & Tall. The Company incurred approximately $4.5 million of additional marketing funds toward this advertising campaign in the first half of fiscal 2004. As the Company shifted its marketing strategy to direct marketing campaigns in the latter half of fiscal 2004 the Company incurred further marketing investments. For the year, the Company increased its marketing costs by approximately $6.5 million, representing much of the increase in Casual Male’s SG&A costs for fiscal 2004. These marketing initiatives are discussed under “Business – Marketing.”

In the previous two years, Casual Male’s SG&A expenses, excluding SG&A costs associated with Rochester and the marketing investment discussed above, dropped by approximately 2% and since the acquisition in May 2002, Casual Male’s SG&A, excluding marketing expenses, has dropped by almost 20% on an average store basis from Casual Male’s SG&A levels prior to the acquisition. In addition, as the Rochester business becomes integrated into the Company’s upgraded and enhanced infrastructure, the Company estimates that approximately $3.0 to $4.0 million in additional cost savings will be recognized over the next eighteen months.

The increase in SG&A costs as a percentage of sales of 1.6 percentage points for fiscal 2003 (34.2% of sales) as compared to actual costs in fiscal 2002 (32.6% of sales) is primarily due to the weighted impact of a full year’s of expenses which includes the first quarter, which historically runs at a higher percentage of sales then the remainder of the year. In addition, in the fourth quarter of fiscal 2003, the Company also started to increase its marketing spend in connection with its new merchandising initiatives and its George Foreman product lines.

For fiscal 2005, the Company expects that its SG&A on an average store basis will remain constant as a result of its continued cost savings from its infrastructure initiatives, which were discussed more fully under “Business- Management Information Systems.”

Operating Income. The Big & Tall Apparel business had operating income of $9.4 million in fiscal 2004 as compared to $16.5 million in fiscal 2003 and $17.6 million in fiscal 2002. On a pro forma basis, operating income for fiscal 2002 was $15.6 million, which includes an operating loss for the first quarter of fiscal 2002. The decrease in operating income in fiscal 2004 as compared to fiscal 2003 was principally due to increased SG&A costs attributable to advertising costs incurred in connection with the national launch of the George Foreman collections. For the fourth quarter of fiscal 2004, the Big & Tall Apparel business produced an increase in operating income of approximately 26% on a sales increase of approximately 25%. Reflected in the results for fiscal 2004 and fiscal 2003 are the overhead costs associated with the Company, on a consolidated basis, which therefore includes overhead costs to operate its Other Branded Apparel businesses. In fiscal 2002, because the Casual Male business and the then Designs business were separate, the SG&A overhead was specifically allocated to each segment.

OTHER BRANDED APPAREL BUSINESS – SEGMENT OVERVIEW

The following segment information includes the results of operations for the Company’s Ecko Unltd.^® outlet stores which it operated through July 30, 2004.

In fiscal 2002, the Company started its joint venture with Ecko.Complex, LLC to open and operate Ecko Unltd.^® outlet stores. In fiscal 2002, the Company generated partial year revenues of $4.9 million for the six Ecko Unltd.^® stores it

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opened that fiscal year. In fiscal 2003, the Company opened an additional 15 Ecko Unltd.^® stores and generated revenues of $20.1 million with an operating profit of $0.6 million. In fiscal 2004, the Company made a strategic decision to focus on the growth of its Casual Male business and to exit out of its joint venture with Ecko. The results for fiscal 2004 include sales of $12.6 million for the first six months of the year and an operating loss of $1.4 million. The $3.1 million gain recognized on the sale is included in “Other income (expense)” on the Consolidated Statement of Operations for the fiscal 2004.

CONSOLIDATED RESULTS OF OPERATIONS