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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q
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(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Period Ended AUGUST 30, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For The Transition Period From_____________ to _____________
COMMISSION FILE NUMBER 1-8546
SYMS CORP
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(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2465228
- -------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SYMS WAY, SECAUCUS, NEW JERSEY 07094
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(201) 902-9600
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year, if changed
since last report)
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 periods 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
--- ---
At September 29, 1997 the latest practicable date, there were 17,786,640 shares
outstanding of Common Stock, par value $0.05 per share.
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<PAGE>
INDEX
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of
August 30, 1997, March 1, 1997 and August 31, 1996 1
Condensed Consolidated Statements of Income for the
Thirteen Weeks and Twenty-Six Weeks Ended August 30, 1997
and August 31, 1996 2
Condensed Consolidated Statements of Cash Flows for the
Twenty-Six Weeks Ended August 30, 1997 and August 31, 1996 3
Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5-7
PART II. OTHER INFORMATION 8
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES 9
<PAGE>
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SYMS CORP AND SUBSIDIARIES
-----------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
AUGUST 30, MARCH 1, AUGUST 31,
1997 1997 1996
--------------- ------------- ---------------
(UNAUDITED) (NOTE) (UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,203 $ 3,344 $ 6,744
Merchandise inventories 139,068 122,540 128,867
Deferred income taxes 5,170 6,639 5,977
Prepaid expenses and other current assets 6,647 1,756 3,501
-------- -------- --------
TOTAL CURRENT ASSETS 154,088 134,279 145,089
PROPERTY AND EQUIPMENT - Net of accumulated
depreciation and amortization 145,266 142,741 137,870
DEFERRED INCOME TAXES 222 197 686
OTHER ASSETS - Net of accumulated amortization 6,538 6,801 5,457
-------- -------- --------
TOTAL ASSETS $306,114 $284,018 $289,102
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 37,155 $ 28,723 $ 49,748
Accrued expenses 11,508 11,055 9,734
Obligations to customers 4,174 5,085 4,313
Income taxes payable 3,308 5,833 3,598
Short term borrowings 13,400 4,950 6,900
Current portion of obligations under capital lease 441 405 371
-------- -------- --------
TOTAL CURRENT LIABILITIES 69,986 56,051 74,664
-------- -------- --------
OBLIGATIONS UNDER CAPITAL LEASE 670 900 1,111
-------- -------- --------
DEFERRED INCOME TAXES -- -- 667
-------- -------- --------
OTHER LONG TERM LIABILITIES 801 633 469
-------- -------- --------
COMMITMENTS
SHAREHOLDERS' EQUITY
Preferred stock, par value; $100 per share. Authorized 1,000 shares;
none outstanding -- -- --
Common stock, par value; $0.05 per share. Authorized 30,000 shares; 17,776
outstanding as of August 30, 1997, and 17,694 outstanding as of
March 1, 1997 and August 31, 1996 889 885 885
Additional paid-in capital 12,432 11,709 11,709
Retained earnings 221,336 213,840 199,597
-------- -------- --------
TOTAL SHAREHOLDERS' EQUITY 234,657 226,434 212,191
-------- -------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $306,114 $284,018 $289,102
======== ======== ========
</TABLE>
NOTE: The balance sheet at March 1, 1997 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to condensed consolidated financial statements
1
<PAGE>
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SYMS CORP AND SUBSIDIARIES
------------------------------
CONDENSED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
------------------------- ------------------------
AUGUST 30, AUGUST 31, AUGUST 30, AUGUST 31,
1997 1996 1997 1996
---- ---- ---- ----
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net Sales $78,589 $75,128 $164,239 $158,505
Cost of goods sold 48,318 48,995 99,795 101,916
------- ------- -------- --------
Gross profit 30,271 26,133 64,444 56,589
Expenses:
Selling, general and administrative 17,984 17,599 35,376 34,623
Advertising 1,065 474 3,900 2,883
Occupancy 4,134 3,508 7,930 6,683
Depreciation and amortization 2,140 1,949 4,290 3,830
------- ------- -------- --------
Income from operations 4,948 2,603 12,948 8,570
Interest expense - net 166 53 241 36
------- ------- -------- --------
Income before income taxes 4,782 2,550 12,707 8,534
Provision for income taxes 1,961 1,109 5,211 3,712
------- ------- -------- --------
Net income $ 2,821 $ 1,441 $ 7,496 $ 4,822
======= ======= ======== ========
Net income per share 0.16 0.08 0.42 0.27
======= ======= ======== ========
Weighted average shares outstanding 17,761 17,694 17,739 17,694
======= ======= ======== ========
</TABLE>
See notes to condensed consolidated financial statements
2
<PAGE>
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SYMS CORP AND SUBSIDIARIES
------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
----------------------
AUGUST 30, AUGUST 31,
1997 1996
---------- ----------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7,496 $ 4,822
Adjustments to reconcile net income to net cash provided by (used in)
operating activities:
Depreciation and amortization 4,290 3,830
Deferred income taxes 1,444 (710)
(Gain) on sale of property and equipment (8) (37)
Loss on disposal of assets -- 244
(Increase) decrease in operating assets:
Merchandise inventories (16,528) (15,913)
Prepaid expenses and other current assets (4,891) 20
Other assets 237 (1,048)
Increase (decrease) in operating liabilities:
Accounts payable 8,432 18,848
Accrued expenses 453 (184)
Obligations to customers (911) (177)
Other long term liabilities 168 232
Income taxes (2,525) (2,053)
-------- --------
Net cash (used in) provided by operating activities (2,343) 7,874
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment (6,792) (12,716)
Proceeds from sale of property and equipment 11 44
-------- --------
Net cash used in investing activities (6,781) (12,672)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of obligations under capital lease (194) (162)
Revolving line of credit borrowings - net 8,450 6,900
Proceeds from exercise of stock options 727 --
-------- --------
Net cash provided by financing activities 8,983 6,738
-------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (141) 1,940
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,344 4,804
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,203 $ 6,744
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) $ 169 57
======== ========
Income taxes paid - net $ 10,846 $ 3,977
======== ========
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
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SYMS CORP AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRTEEN AND TWENTY-SIX WEEKS ENDED AUGUST 30, 1997 AND AUGUST 31, 1996
- --------------------------------------------------------------------------------
(UNAUDITED)
NOTE 1 - THE COMPANY
Syms Corp (the "Company") operates a chain of forty "off-price" retail stores
located throughout the Northeastern and Middle Atlantic regions and in the
Midwest, Southeast and Southwest. Each store offers a broad range of first
quality, in season merchandise bearing nationally recognized designer or
brand-name labels for men, women and children.
NOTE 2 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the thirteen and twenty-six week periods
ended August 30, 1997 are not necessarily indicative of the results that may be
expected for the entire fiscal year ending February 28, 1998. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the fiscal year
ended March 1, 1997.
NOTE 3 - ACCOUNTING PERIOD
The Company maintains its records on the basis of a 52-53 week fiscal year
ending the Saturday closest to the end of February. The fiscal year ending
February 28, 1998 and March 1, 1997 are both comprised of 52 weeks.
NOTE 4 - MERCHANDISE INVENTORIES
Merchandise inventories are stated at the lower of cost (first in, first out) or
market, as determined by the retail inventory method.
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 Company
anticipates it will renew this facility for another three years for the same
amount and the same terms, conditions and covenants. The average interest rate
on short term borrowings was 6.13% at August 30, 1997. The average daily unused
portion is subject to a commitment fee of 1/8 of 1% per annum. The Company had
outstanding borrowings of $13,400,000, $4,950,000, and $6,900,000 as of August
30, 1997, March 1, 1997 and August 31, 1996, respectively.
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.
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
August 30, 1997, March 1, 1997 and August 31, 1996 the Company had $7,436,000,
$6,094,000 and $7,896,000, respectively, in outstanding letters of credit.
4
<PAGE>
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SYMS CORP AND SUBSIDIARIES
-----------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Thirteen and Twenty-Six Weeks Ended August 30, 1997 Compared to Thirteen and
Twenty-Six Weeks Ended August 31, 1996
Net sales of $78,589,000 for the thirteen weeks ended August 30, 1997 increased
$3,461,000 (4.6%) as compared to net sales of $75,128,000 for the thirteen weeks
ended August 31, 1996. For the twenty-six weeks ended August 30, 1997 net sales
increased $5,734,000 (3.6%) to $164,239,000 as compared to net sales of
$158,505,000 for the twenty-six weeks ended August 31, 1996. Comparable store
sales decreased 0.9% for the thirteen weeks and 2.2% for the twenty-six weeks
ended August 30, 1997 from the 1996 period. The 3.6% increase in net sales for
the twenty-six week period was, for the most part, the result of the opening of
the Park Avenue store located in New York City.
Gross profit for the thirteen weeks ended August 30, 1997 was $30,271,000, an
increase of $4,138,000 (15.8%) as compared to $26,133,000 for the fiscal period
ended August 31, 1996. Gross profit for the twenty-six weeks ended August 30,
1997 was $64,444,000, an increase of $7,855,000 (13.9%) as compared to
$56,589,000 for the fiscal period ended August 31, 1996. This increase resulted
mainly from increased net sales of $5,734,000 and the Company's gross margin
increasing to 39.2% from 35.7%. The 3.5% improvement in gross margin resulted
primarily from increased levels of opportunistic and in-season purchases which
created better values for the Company's customers and lower markdowns.
Selling, general and administrative expense increased $385,000 to $17,984,000
(22.9% as a percentage of net sales) for the thirteen weeks ended August 30,
1997 as compared to $17,599,000 (23.4% as a percentage of net sales) for the
thirteen weeks ended August 31, 1996. Selling, general and administrative
expense increased $753,000 to $35,376,000 (21.5% as a percentage of net sales)
for the twenty-six weeks ended August 30, 1997 as compared to $34,623,000 (21.8%
as a percentage of net sales) for the twenty-six weeks ended August 31, 1996.
Advertising expense for the thirteen weeks ended August 30, 1997 increased to
$1,065,000 (1.4% as a percent of total net sales), as compared to $474,000 (.6%
as a percent of total net sales) in the thirteen week period ended August 31,
1996. Advertising expense for the twenty-six weeks ended August 30, 1997
increased to $3,900,000 (2.4% as a percent of total net sales), as compared to
$2,883,000 (1.8% as a precent of total net sales) in the twenty-six week period
ended August 31, 1996, resulting from a commitment to expand the Company's
advertising effort through radio and direct mail advertising during the thirteen
weeks ended August 30, 1997 and an increase of TV in single store markets during
the first thirteen weeks of this fiscal period. In addition, the Company
advertised its August BASH event in the newspaper for the first time.
Occupancy costs were $4,134,000 (5.3% as a percentage of net sales) for the
thirteen week period ended August 30, 1997, up from $3,508,000 (4.7% as a
percentage of net sales) for the thirteen week period ended August 31, 1996.
Occupancy costs were $7,930,000 (4.8% as a percentage of net sales) for the
twenty-six week period ended August 30, 1997, up from $6,683,000 (4.2% as a
percentage of net sales) for the period ended August 31, 1996. These increases
in the thirteen and twenty-six week periods resulted mainly from the addition of
the Park Avenue store.
Depreciation and amortization for the thirteen weeks ended August 30, 1997
amounted to $2,140,000, an increase of $191,000 as compared to $1,949,000 for
the thirteen weeks ended August 31, 1996. Depreciation and amortization for the
twenty-six weeks ended August 30, 1997 amounted to $4,290,000, an increase of
$460,000 as compared to $3,830,000 for the twenty-six weeks ended August 31,
1996.
5
<PAGE>
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SYMS CORP AND SUBSIDIARIES
-----------------------------
This increase in the thirteen and twenty-six week periods resulted mainly from
the addition of the Park Avenue store.
Income before income taxes for the thirteen weeks ended August 30, 1997 of
$4,782,000 increased $2,232,000 as compared to $2,550,000 for the thirteen weeks
ended August 31, 1996. Income before income taxes for the twenty-six weeks ended
August 30, 1997 of $12,707,000 increased $4,173,000 as compared to $8,534,000
for the twenty-six weeks ended August 31, 1996. As discussed above, the increase
in income before income taxes reflects for the most part higher gross profit,
offset somewhat by increased selling, general and administrative, advertising
and occupancy expenses.
For the thirteen and twenty-six week periods ended August 30, 1997 the effective
income tax rate was 41.0% as compared to 43.5% last year. Last year's rate was
adversely affected by additional tax provisions for certain states.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at August 30, 1997 was $84,102,000, an increase of $13,677,000
from $70,425,000 as of August 31, 1996, and the ratio of current assets to
current liabilities improved to 2.20 to 1 as compared to 1.94 to 1 at August 31,
1996.
Net cash used by operating activities totaled $2,343,000 for the twenty-six
weeks ended August 30, 1997 a decrease of $10,217,000 as compared to $7,874,000
provided by operating activities for the twenty-six weeks ended August 31, 1996.
Net income for 1997 amounted to $7,496,000 as compared to $4,822,000 in 1996, an
increase of $2,674,000. In the twenty-six week period ended August 30, 1997, net
cash used in operating activities was mainly used to increase inventory by
$16,528,000, offset by an increase in accounts payable of $8,432,000.
Net cash used in investing activities was $6,781,000 and $12,672,000 for the
twenty-six weeks ended August 30, 1997 and August 31, 1996, respectively.
Net cash provided by financing activities was $8,983,000 for the twenty-six
weeks ended August 30, 1997, compared to $6,738,000 in 1996. Both increases
resulted from an increase in revolving line of credit borrowings amounting to
$8,450,000 in 1997 and 6,900,000 in 1996. As of August 30, 1997 and August 31,
1996, the Company had net borrowings of $13,400,000 and $6,900,000,
respectively, under its revolving credit agreement.
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. The Company anticipates it will renew this facility for another three
years for the same amount and the same terms, conditions and covenants. 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 twenty-six
weeks ended August 30, 1997 average borrowings under the revolving credit
agreement were $3,818,000 with a weighted average interest rate of 6.26%. For
the twenty-six weeks ended August 31, 1996 average borrowings under the
revolving credit agreement were $1,214,000 with a weighted average interest rate
of 6.40%.
The Company has planned capital expenditures of approximately $12,000,000 for
the fiscal year ending February 28, 1998, which includes plans to open one new
store, and to relocate one store from a leased location to a Company built
store. Through the twenty-six week period ended August 30, 1997 the Company has
incurred $6,792,000 of capital expenditures relating to the $12,000,000.
6
<PAGE>
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SYMS CORP AND SUBSIDIARIES
-----------------------------
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
February 28, 1998.
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.
7
<PAGE>
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SYMS CORP AND SUBSIDIARIES
-----------------------------
PART II. OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a)The 1997 Annual Meeting of Stockholders of the Company was held on
August 7, 1997.
(b)The following eight persons were elected as directors at the
meeting pursuant to the following vote:
For Withhold
--- --------
Sy Syms 15,631,621 19,580
Marcy Syms 15,633,621 17,580
Antone F. Moreira 15,633,321 17,880
Wilbur L. Ross, Jr. 15,633,321 17,880
Harvey Weinberg 15,633,321 17,880
Philip G. Barach 15,633,321 17,880
David A. Messer 15,633,321 17,880
Stephen A. Merns 15,633,621 17,580
In the approval of the appointment of Deloitte & Touche LLP as the
independent accountants of the Company, the vote was as follows:
For: 15,641,655
Against: 2,451
Abstain: 7,095
First Stockholder Proposal
283,534 votes were cast for, 14,861,462 votes were cast against and
311,590 votes abstained with respect to the first stockholder
proposal.
Second Stockholder Proposal
374,358 votes were cast for, 14,203,650 votes were cast against and
311,510 votes abstained with respect to the second stockholder
proposal.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 11 - Statement re: Computation of Per Share Earnings
(b) Exhibit 27 - Financial Data Schedule
(c) Reports on Form 8-K - During the quarter ended August 30, 1997 no
reports on Form 8-K were filed.
8
<PAGE>
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SYMS CORP AND SUBSIDIARIES
-----------------------------
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SYMS CORP
DATE: OCTOBER 8, 1997 BY /s/ SY SYMS
---------------------------------
SY SYMS
CHIEF EXECUTIVE OFFICER
BY /s/ ANTONE F. MOREIRA
----------------------------------
ANTONE F. MOREIRA
VICE PRESIDENT
CHIEF FINANCIAL OFFICER
9
STATEMENT RE COMPUTATION
OF PER SHARE EARNINGS
EXHIBIT 11
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
----------------------- -----------------------
AUGUST 30, AUGUST 31, AUGUST 30, AUGUST 31,
1997 1996 1997 1996
(in thousands)
Average shares outstanding 17,726 17,694 17,710 17,694
Net effect of dilutive stock
options based on the
treasury stock method using
average market price 35 -- 29 --
Total 17,761 17,694 17,739 17,694
======= ======= ======= =======
Net income available to
common shares $ 2,821 $ 1,441 $ 7,496 $ 4,822
======= ======= ======= =======
Earnings per share $ 0.16 $ 0.08 $ 0.42 $ 0.27
======= ======= ======= =======
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> AUG-30-1997
<CASH> 3,203
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 139,068
<CURRENT-ASSETS> 154,088
<PP&E> 221,327
<DEPRECIATION> 76,061
<TOTAL-ASSETS> 306,114
<CURRENT-LIABILITIES> 69,986
<BONDS> 670
0
0
<COMMON> 889
<OTHER-SE> 233,768
<TOTAL-LIABILITY-AND-EQUITY> 306,114
<SALES> 164,239
<TOTAL-REVENUES> 164,239
<CGS> 99,795
<TOTAL-COSTS> 99,795
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 241
<INCOME-PRETAX> 12,707
<INCOME-TAX> 5,211
<INCOME-CONTINUING> 7,496
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,496
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
