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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q
--------------
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Period Ended AUGUST 29, 1998
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
------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 2-2465228
- -------------------------------- -------------------
(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
----------------------------------------------------
(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 28, 1998 the latest practicable date, there were 17,496,190 shares
outstanding of Common Stock, par value $0.05 per share.
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SYMS CORP AND SUBSIDIARIES
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<TABLE>
<CAPTION>
INDEX
PAGE NO.
--------
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of August 29, 1998,
February 28, 1998 and August 30, 1997 2
Condensed Consolidated Statements of Income for the Thirteen Weeks
and Twenty-Six Weeks Ended August 29, 1998 and August 30, 1997 3
Condensed Consolidated Statements of Cash Flows for the Twenty-Six
Weeks Ended August 29, 1998 and August 30, 1997 4
Notes to Condensed Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES 11
</TABLE>
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SYMS CORP AND SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
AUGUST 29, FEBRUARY 28, AUGUST 30,
1998 1998 1997
---------- ------------ ----------
(UNAUDITED) (NOTE) UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $3,805 $3,840 $3,203
Merchandise inventories 158,695 127,028 139,068
Deferred income taxes 6,465 5,614 5,170
Prepaid expenses and other current assets 4,966 4,621 6,647
-------- -------- --------
TOTAL CURRENT ASSETS 173,931 141,103 154,088
PROPERTY AND EQUIPMENT - Net of accumulated
depreciation and amortization 146,914 146,378 145,266
DEFERRED INCOME TAXES -- -- 222
OTHER ASSETS - Net of accumulated amortization 6,639 6,711 6,538
-------- -------- --------
TOTAL ASSETS $327,484 $294,192 $306,114
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $38,135 $21,986 $37,155
Accrued expenses 11,594 11,725 11,508
Obligations to customers 4,175 4,508 4,174
Income taxes payable 3,190 2,675 3,308
Short term borrowings 15,000 -- 13,400
Current portion of obligations under capital lease 524 481 441
-------- -------- -------
TOTAL CURRENT LIABILITIES 72,618 41,375 69,986
------- ---------- ------
OBLIGATIONS UNDER CAPITAL LEASE 146 419 670
-------- -------- -------
DEFERRED INCOME TAXES 598 564 --
-------- -------- -------
OTHER LONG TERM LIABILITIES 1,121 964 801
-------- -------- -------
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; 17,563
outstanding (net of 324 treasury shares) as of August 29, 1998 and 17,849
outstanding as of February 28, 1998
and 17,776 outstanding as of August 30, 1997 878 892 889
Additional paid-in capital 8,763 13,102 12,432
Retained earnings 243,360 236,876 221,336
-------- -------- -------
TOTAL SHAREHOLDERS' EQUITY 253,001 250,870 234,657
-------- -------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $327,484 $294,192 $306,114
======== ======== ========
</TABLE>
NOTE: The balance sheet at February 28, 1998 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
2
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SYMS CORP AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
- --------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY-SIX WEEKS ENDED
---------------------------- -----------------------------
AUGUST 29, AUGUST 30, AUGUST 29, AUGUST 30,
1998 1997 1998 1997
---------- ---------- ----------- -----------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net Sales $73,649 $78,589 $157,261 $164,239
Cost of goods sold 45,779 48,318 95,671 99,795
------- ------- -------- --------
Gross profit 27,870 30,271 61,590 64,444
Expenses:
Selling, general and administrative 18,379 17,984 35,394 35,376
Advertising 1,198 1,065 3,349 3,900
Occupancy 4,188 4,134 7,910 7,930
Depreciation and amortization 2,078 2,140 4,151 4,290
------- ------- -------- --------
Income from operations 2,027 4,948 10,786 12,948
Interest expense - net 68 166 (21) 241
------- ------- -------- --------
Income before income taxes 1,959 4,782 10,807 12,707
Provision for income taxes 784 1,961 4,323 5,211
------- ------- -------- --------
Net income $ 1,175 $ 2,821 $ 6,484 $ 7,496
======= ======= ======== ========
Net income per share - basic $ 0.07 $ 0.16 $ 0.37 $ 0.42
======= ======= ======== ========
Weighted average shares outstanding-basic 17,684 17,761 17,759 17,739
======= ======= ======== ========
Net income per share - diluted $ 0.07 $ 0.16 $0.36 $ 0.42
======= ======= ======== ========
Weighted average shares outstanding-diluted 17,777 17,822 17,860 17,786
======= ======= ======== ========
</TABLE>
See notes to condensed consolidated financial statements
3
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SYMS CORP AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>
TWENTY-SIX WEEKS ENDED
-------------------------
AUGUST 29, AUGUST 30,
1998 1997
---------- ----------
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 6,484 $ 7,496
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 4,151 4,290
Deferred income taxes (817) 1,444
(Gain) on sale of property and equipment (605) (8)
Loss on disposal of assets -- --
(Increase) decrease in operating assets:
Merchandise inventories (31,667) (16,528)
Prepaid expenses and other current assets (345) (4,891)
Other assets 52 237
Increase (decrease) in operating liabilities:
Accounts payable 16,149 8,432
Accrued expenses (131) 453
Obligations to customers (333) (911)
Other long term liabilities 157 168
Income taxes 515 (2,525)
-------- --------
Net cash provided by operating activities (6,390) (2,343)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for property and equipment (4,953) (6,792)
Proceeds from sale of property and equipment 891 11
-------- --------
Net cash (used in) investing activities (4,062) (6,781)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of obligations under capital lease (230) (194)
Revolving line of credit borrowings - net 15,000 8,450
Exercise of options/stock repurchase (4,353) 727
-------- --------
Net cash provided by financing activities 10,417 8,983
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (35) (141)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,840 3,344
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,805 $ 3,203
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (net of amount capitalized) $ 105 $ 169
======== ========
Income taxes paid - net $ 4,959 $ 10,846
======== ========
</TABLE>
See notes to condensed consolidated financial statements
4
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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 29, 1998 AND AUGUST 30, 1997
- --------------------------------------------------------------------------------
(UNAUDITED)
NOTE 1 - THE COMPANY
Syms Corp (the "Company") operates a chain of forty-two "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 29, 1998 are not necessarily indicative of the results that may be
expected for the entire fiscal year ending February 27, 1999. 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 February 28, 1998.
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 years ending
February 27, 1999 and February 28, 1998 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, 2000. 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
interest rate on short term borrowings was 6.23% at August 29, 1998. The average
daily unused portion is subject to a commitment fee of 1/8 of 1% per annum. The
Company had outstanding borrowings of $15,000,000, $0 and $13,400,000 as of
August 29, 1998, February 28, 1998 and August 30, 1997, 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 $20,000,000 credit facility with another
bank available for the issuance of letters of credit for the purchase of
merchandise as well as short-term borrowings. This agreement may be canceled at
any time by either party. At August 29, 1998, February 28, 1998 and August 30,
1997 the Company had $ 6,614,000, $6,023,000, and $7,436,000, respectively, in
outstanding letters of credit.
5
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SYMS CORP AND SUBSIDIARIES
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NOTE 6 - NET INCOME PER SHARE
In accordance with SFAS 128, basic income per share has been computed based upon
the weighted average common shares outstanding. Diluted net income per share
gives effect to outstanding stock options.
Net income per share has been computed as follows:
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED TWENTY SIX WEEKS ENDED
------------------------------ ----------------------------
AUG. 29, 1998 AUG. 30, 1997 AUG. 29, 1998 AUG. 30,1997
------------- -------------- ------------- ------------
<S> <C> <C> <C> <C>
BASIC NET INCOME PER SHARE:
Net Income...................... $ 1,175 $ 2,821 $ 6,484 $ 7,496
Average shares outstanding...... 17,684 17,761 17,759 17,739
Basic net income per share...... $ .07 $ .16 $ .37 $ .42
DILUTED NET INCOME PER SHARE:
Net Income...................... $ 1,175 $ 2,821 $ 6,484 $ 7,496
Average shares outstanding...... 17,684 17,761 17,759 17,739
Stock Options................... 93 61 101 47
Total average equivalent
shares...................... 17,777 17,822 17,860 17,786
Diluted net income per share.... $ .07 $ .16 $ .36 $ .42
</TABLE>
Options to purchase 0 and 134,350 shares of common stock at prices ranging from
$10.625 to $12.250 per share were outstanding as of August 29, 1998 and August
30, 1997, respectively, but were not included in the computation of diluted net
income per share because the exercise price of the options exceed the average
market price.
6
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SYMS CORP AND SUBSIDIARIES
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
- --------------------------------------------------------------------------------
Special Note Regarding forward-looking statement
This report includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. All statements in this report
other than the statements of historical fact, including, without limitation,
certain statements under the "Liquidity and Capital Resources", "Year 2000
Compliance" and "Impact of Inflation and Changing Prices" sub-heading in this
term Item-"Management's discussion and Analysis of Financial Condition and
Results of Operations" are forward-looking statements. Although management
believes that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that those expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from management's expectations ("Cautionary Factors") include,
without limitation, the changing nature of the apparel retailing industry, the
Company's ability to maintain favorable relationships with vendors, expansion in
the number of the Company's stores, competition which the Company faces and
general economic conditions. All written and oral forward-looking statements by
or attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by these Cautionary Factors.
RESULTS OF OPERATIONS
Thirteen and Twenty-Six Weeks Ended August 29, 1998 Compared to Thirteen and
Twenty-Six Weeks Ended August 30, 1997
Net sales of $73,649,000 for the thirteen weeks ended August 29, 1998 decreased
$4,940,000 (6.3%) as compared to net sales of $78,589,000 for the thirteen weeks
ended August 30, 1997. For the twenty-six weeks ended August 29, 1998 net sales
decreased $6,978,000 (4.3%) to $157,261,000 as compared to net sales of
$164,239,000 for the twenty-six weeks ended August 30, 1997. Comparable store
sales decreased 9.6% for the thirteen weeks and 6.2% for the twenty-six weeks
ended August 29, 1998 from the 1997 period. A significant portion of this
decrease can be attributed to the Company's annual Labor Day Bash promotion that
ran 17 days in the second quarter of last year and only 10 days in the second
quarter of this year.
Gross profit for the thirteen weeks ended August 29, 1998 was $27,870,000, a
decrease of $2,401,000 (8.0%) as compared to $30,271,000 for the fiscal period
ended August 30, 1997. Gross profit for the twenty-six weeks ended August 29,
1998 was $61,590,000, a decrease of $2,854,000 (4.4%) as compared to $64,444,000
for the fiscal period ended August 30, 1997. This decrease resulted mainly from
decreased net sales of $6,978,000 and the Company's gross margin decreasing from
39.24% to 39.16%. This slight decrease in gross margin resulted primarily from
increased markdowns this period.
Selling, general and administrative expense increased $395,000 to $18,379,000
(25.0% as a percentage of net sales) for the thirteen weeks ended August 29,
1998 as compared to $17,984,000 (22.9% as a percentage of net sales) for the
thirteen weeks ended August 30, 1997. Selling, general and administrative
expense increased $18,000 to $35,394,000 (22.5% as a percentage of net sales)
for the twenty-six weeks ended August 29, 1998 as compared to $35,376,000 (21.5%
as a percentage of net sales) for the twenty-six weeks ended August 30, 1997.
The increase in both the 13 week and 26 week period results primarily from the
addition of two new stores (Marietta and Kendall).
Advertising expense for the thirteen weeks ended August 29, 1998 increased to
$1,198,000 (1.6% as a percent of total net sales), as compared to $1,065,000
(1.4% as a percent of total net sales) in the thirteen week period ended August
30, 1997. A significant portion of this increase is attributable to the opening
of two new stores. Advertising expense for the twenty-six weeks ended August 29,
1998 decreased to
7
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SYMS CORP AND SUBSIDIARIES
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$3,349,000 (2.1% as a percent of total net sales), as compared to $3,900,000
(2.4% as a percent of total net sales) in the twenty-six week period ended
August 30, 1997, resulting from expense savings achieved through opportunistic
media buying as well as other cost control.
Occupancy costs were $4,188,000 (5.7% as a percentage of net sales) for the
thirteen week period ended August 29, 1998, up from $4,134,000 (5.3% as a
percentage of net sales) for the thirteen week period ended August 30, 1997.
Occupancy costs were $7,910,000 (5.0% as a percentage of net sales) for the
twenty-six week period ended August 29, 1998, down slightly from $7,930,000
(4.8% as a percentage of net sales) for the period ended August 30, 1997.
Depreciation and amortization for the thirteen weeks ended August 29, 1998
amounted to $2,078,000, a decrease of $62,000 as compared to $2,140,000 for the
thirteen weeks ended August 30, 1997. Depreciation and amortization for the
twenty-six weeks ended August 29, 1998 amounted to $4,151,000 a decrease of
$139,000 as compared to $4,290,000 for the twenty-six weeks ended August 30,
1997. The decrease in the thirteen and twenty-six week periods resulted mainly
from certain assets becoming fully depreciated, somewhat offset by the addition
of two new stores.
Income before income taxes for the thirteen weeks ended August 29, 1998 of
$1,959,000 decreased $2,823,000 as compared to $4,782,000 for the thirteen weeks
ended August 30, 1997. Income before income taxes for the twenty-six weeks ended
August 29, 1998 of $10,807,000 decreased $1,900,000 as compared to $12,707,000
for the twenty-six weeks ended August 30, 1997. As discussed above, the decrease
in income before income taxes for the twenty-six weeks ended August 29, 1998 as
compared to the same period last year reflects for the most part lower sales and
gross profit, offset somewhat by lower advertising and interest expense.
For the thirteen and twenty-six week periods ended August 29, 1998 the effective
income tax rate was 40.0% as compared to 41.0% last year.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at August 29, 1998 was $101,313,000, an increase of $17,211,000
from $84,102,000 as of August 30, 1997, and the ratio of current assets to
current liabilities improved to 2.40 to 1 as compared to 2.20 to 1 at August 30,
1997.
Net cash used in operating activities totaled $6,390,000 for the twenty-six
weeks ended August 29, 1998 as compared to $2,343,000 used in operating
activities for the twenty-six weeks ended August 30, 1997. Net income for the
twenty-six weeks ended August 29, 1998 amounted to $6,484,000 as compared to
$7,496,000 for the same period last year, a decrease of $1,012,000. In the
twenty-six week period ended August 29, 1998, net cash used in operating
activities was mainly used to increase inventory by $31,667,000, offset by an
increase in accounts payable of $16,149,000.
Net cash used in investing activities was $4,062,000 and $6,781,000 for the
twenty-six weeks ended August 29, 1998 and August 30, 1997, respectively.
Net cash provided by financing activities was $10,417,000 for the twenty-six
weeks ended August 29, 1998, compared to $8,983,000 in 1997. Both increases
resulted from an increase in revolving line of credit borrowings amounting to
$15,000,000 in 1998 and 8,450,000 in 1997, offset this year by $4,353,000 used
to fund the Company's stock repurchase program. As of August 29, 1998 and August
30, 1997, the Company had net borrowings of $15,000,000 and $13,400,000,
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, 2000. At December 1, 2000 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,
2004. Except for funds provided from this credit agreement, the Company has
satisfied its operating and capital
8
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SYMS CORP AND SUBSIDIARIES
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expenditure requirements, including those for the opening and expansion of
stores, from internally generated funds. For the twenty-six weeks ended August
29, 1998 average borrowings under the revolving credit agreement were $5,080,082
with a weighted average interest rate of 6.23%. For the twenty-six weeks ended
August 30, 1997 average borrowings under the revolving credit agreement were
$3,817,857 with a weighted average interest rate of 6.26%.
The Company has planned capital expenditures of approximately $13,400,000 for
the fiscal year ending February 27, 1999, which includes plans to open three new
stores. Through the twenty-six week period ended August 29, 1998 the Company has
incurred $4,953,000 of capital expenditures relating to the $13,400,000.
The Company has also announced that its Board of Directors has authorized the
repurchase of an aggregate of up to 15% of its outstanding shares of common
stock at prevailing market prices through the fiscal year ending February 26,
2000. This program is subject to market and general economic conditions and may
be suspended from time to time without further notice. The Company has purchased
approximately 324,000 shares at a cost of approximately $4,750,000 as of August
29, 1998.
Management believes that existing cash, internally generated funds, trade credit
and funds available from the revolving credit agreement will be sufficient for
working capital, repurchase program and capital expenditure requirements for the
fiscal year ending February 27, 1999.
YEAR 2000
The Company has commenced a comprehensive program consisting of identifying,
assessing and, if necessary, upgrading and/or replacing its systems and
equipment that may be vulnerable to year 2000 problems. This process is already
underway. The Company is also in the beginning stage of developing a plan to
test its entire system for year 2000 compliance. The Company believes that it
will have completed all of its necessary upgrades and/or replacements and the
testing of its systems by late Summer 1999.
The Company is in the beginning stages of developing a plan to formally
communicate with its significant suppliers to determine if those parties have
appropriate plans to remedy year 2000 issues when their systems interface with
the Company's systems or may otherwise impact the operations of the Company.
There can be no assurance, however, that the systems of other companies on which
the Company's processes rely will be timely converted, or that a failure to
successfully convert by another company, or a conversion that is incompatible
with the Company's systems, would not have an impact on the Company's
operations. The Company believes that it will complete its assessment by the end
of the fiscal year.
Management currently estimates that the cost, in connection with bringing its
own systems and equipment into compliance, was less than $25,000 for the twenty
six weeks ended August 29, 1998 and does not expect the additional cost to
exceed $600,000. Although the Company is not aware of any material operational
issues or costs associated with preparing its internal systems for the year
2000, there can be no assurance that there will not be a delay in, or increased
costs associated with, the implementation of the necessary systems and changes
to address the year 2000.
A potential source of risk includes, but is not limited to, the inability of
principal suppliers to be year 2000 compliant, which could result in delays in
product deliveries from such suppliers.
The Company currently does not have a contingency plan in place to cover any
unforseen problems encountered that relate to the year 2000, but intends to
produce one before the end of the fiscal year.
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.
9
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SYMS CORP AND SUBSIDIARIES
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PART II. OTHER INFORMATION
- --------------------------------------------------------------------------------
Item 1. LEGAL PROCEEDINGS - None
Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS - None
Item 3. DEFAULTS UPON SENIOR SECURITIES - None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The 1998 Annual Meeting of Stockholders of the Company was
held on July 9, 1998.
(b) The following eight persons were elected as directors at the
meeting pursuant to the following vote:
FOR WITHHELD
--- --------
Sy Syms 14,118,569 5,065
Marcy Syms 14,118,819 4,815
Antone F. Moreira 14,118,869 4,765
Wilbur L. Ross, Jr. 14,118,869 4,765
Harvey Weinberg 14,118,869 4,765
Philip G. Barach 14,118,869 4,765
David A. Messer 14,118,869 4,765
Stephen Merns 14,118,869 4,815
In the approval of the appointment of Deloitte & Touche LLP as
the independent accountants of the Company, the vote was as
follows:
For: 13,380,713
Against: 741,621
Abstain: 1,300
Item 5. OTHER INFORMATION
Shareholder Proposals
---------------------
Any shareholder proposal submitted outside the processes of
Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), for presentation at the
Company's 1999 Annual Meeting will be considered untimely
for purposes of Rule 14a-4 and 14a-5 under the Exchange Act
if notice of such shareholder proposal is received by the
Company after May 25, 1999.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - During the quarter ended August 29, 1998 no
reports on Form 8-K were filed.
10
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SYMS CORP AND SUBSIDIARIES
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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: 10/8/98 BY /s/ MARCY SYMS
----------------------- --------------------------------
MARCY SYMS
CHIEF EXECUTIVE OFFICER
BY /s/ ANTONE F. MOREIRA
---------------------------------
ANTONE F. MOREIRA
CHIEF FINANCIAL OFFICER
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-27-1999
<PERIOD-END> AUG-29-1998
<CASH> 3,805
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 158,695
<CURRENT-ASSETS> 173,931
<PP&E> 229,695
<DEPRECIATION> 82,781
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0
0
<COMMON> 878
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<SALES> 157,261
<TOTAL-REVENUES> 157,261
<CGS> 95,671
<TOTAL-COSTS> 95,671
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<INTEREST-EXPENSE> (21)
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<INCOME-TAX> 4,323
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<EXTRAORDINARY> 0
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<NET-INCOME> 6,484
<EPS-PRIMARY> .37
<EPS-DILUTED> .36
</TABLE>
