SYMS CORP
10-Q, 2000-10-06
FAMILY CLOTHING STORES
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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 quarterly period ended AUGUST 26, 2000

                                       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                                   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
              ----------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 NOT APPLICABLE
              ----------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)


     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
                                             ---    ---

     At October 2, 2000 the latest practicable date, there were 15,959,790
shares outstanding of Common Stock, par value $0.05 per share.

================================================================================

<PAGE>
                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------



                                      INDEX

                                                                        PAGE NO.
                                                                        --------
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets as
          of August 26, 2000, February 26, 2000 and
          August 28, 1999                                                  1

          Condensed Consolidated Statements of Operations for
          the 13 Weeks and 26 Weeks Ended August 26, 2000 and
          August 28, 1999                                                  2

          Condensed Consolidated Statements of Cash Flows for
          the 26 Weeks Ended August 26, 2000 and August 28, 1999           3

          Notes to Condensed Consolidated Financial Statements             4

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        5

Item 3.   Quantitative and Qualitative Disclosure about Market Risk       n/a

PART II.  OTHER INFORMATION

          Item 1.  Legal Proceedings
          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                        8
SIGNATURES                                                                 9


<PAGE>

                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------

CONDENSED CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                          August 26,    February 26,     August 28,
                                                                            2000            2000           1999
                                                                         ------------   ------------    ------------
                                                                          (Unaudited)      (NOTE)        (Unaudited)
<S>                                                                        <C>            <C>            <C>
ASSETS
Current Assets
   Cash and cash equivalents                                               $   3,818      $   9,682      $   3,042
   Merchandise inventories                                                   139,042        116,357        144,043
   Deferred income taxes                                                       3,300          3,221          3,655
   Prepaid expenses and other current assets                                   3,129          3,002          2,275
                                                                           ---------      ---------      ---------
     TOTAL CURRENT ASSETS                                                    149,289        132,262        153,015

PROPERTY AND EQUIPMENT - Net of accumulated                                  158,864        162,447        161,322
  depreciation and amortization

DEFERRED INCOME TAXES                                                          1,566            916            138

OTHER ASSETS                                                                   5,631          4,689          5,934
                                                                           ---------      ---------      ---------
     TOTAL ASSETS                                                          $ 315,350      $ 300,314      $ 320,409
                                                                           =========      =========      =========
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
   Short Term Borrowings                                                   $   5,125      $    --        $   4,900
   Accounts payable                                                           42,933         27,374         49,110
   Accrued expenses & taxes                                                    7,411          7,500          7,130
   Accrued insurance                                                           2,392          2,774          1,989
   Obligations to customers                                                    2,579          2,733          2,656
   Income taxes payable                                                        1,584          4,069            812
   Current portion of obligations under capital lease                           --             --              146
                                                                           ---------      ---------      ---------
     TOTAL CURRENT LIABILITIES                                                62,024         44,450         66,743
                                                                           ---------      ---------      ---------
OTHER LONG TERM LIABILITIES                                                    2,730          2,436          2,107
                                                                           ---------      ---------      ---------
SHAREHOLDERS' EQUITY
   Preferred stock, par value $100 per share. Authorized 1,000
   shares; none outstanding                                                     --             --             --
   Common stock, par value $0.05 per share. Authorized 30,000
   shares; 15,960 shares outstanding (net of 1,928 in treasury shares)
   on August 26, 2000 and February 26, 2000, and 16,463 shares
   outstanding (net of 1,424 treasury shares) on August 28, 1999                 798            798            823
   Additional paid-in capital                                                 13,752         13,752         13,752
   Treasury Stock                                                            (17,671)       (17,671)       (14,650)
   Retained earnings                                                         253,717        256,549        251,634
                                                                           ---------      ---------      ---------
     TOTAL SHAREHOLDERS' EQUITY                                              250,596        253,428        251,559
                                                                           ---------      ---------      ---------
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                            $ 315,350      $ 300,314      $ 320,409
                                                                           =========      =========      =========


</TABLE>

NOTE: The balance sheet at February 26, 2000 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>

                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>

                                                        13 WEEKS ENDED               26 WEEKS ENDED
                                                 --------------------------    --------------------------
                                                  AUGUST 26,     AUGUST 28,     AUGUST 26,     AUGUST 28,
                                                     2000           1999           2000           1999
                                                 -----------    -----------    -----------    -----------
                                                        (Unaudited)                 (Unaudited)
<S>                                              <C>            <C>            <C>            <C>
Net sales                                        $  74,621      $  72,794      $ 155,813      $ 152,565
Cost of goods sold                                  47,896         48,868         97,771         96,793
                                                 ---------      ---------      ---------      ---------
Gross profit                                        26,725         23,926         58,042         55,772

Expenses:
Selling, general and administrative                 21,536         19,886         41,633         39,707
Advertising                                          1,466          2,006          4,496          5,626
Occupancy                                            5,782          5,305         11,047          9,976
Depreciation and amortization                        2,881          2,518          5,750          4,906
                                                 ---------      ---------      ---------      ---------
Income from operations                              (4,940)        (5,789)        (4,884)        (4,443)
Interest income                                        (61)           (10)          (241)           (31)
                                                 ---------      ---------      ---------      ---------
Income before income taxes                          (4,879)        (5,779)        (4,643)        (4,412)
Provision for income taxes                          (1,903)        (2,254)        (1,811)        (1,721)
                                                 ---------      ---------      ---------      ---------
Net loss                                         $  (2,976)     $  (3,525)     $  (2,832)     $  (2,691)
                                                 =========      =========      =========      =========
Net loss per share-basic                         $   (0.19)     $   (0.21)     $   (0.18)     $   (0.16)
                                                 =========      =========      =========      =========
Weighted average shares outstanding-basic           15,960         16,463         15,960         16,593
                                                 =========      =========      =========      =========
Net loss per share-diluted                       $   (0.19)     $   (0.21)     $   (0.18)     $   (0.16)
                                                 =========      =========      =========      =========
Weighted average shares outstanding-diluted         15,960         16,463         15,960         16,593
                                                 =========      =========      =========      =========
</TABLE>


See notes to condensed consolidated financial statements


                                       2


<PAGE>

                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
(IN THOUSANDS)
<TABLE>
<CAPTION>

                                                                           26 Weeks Ended
                                                                       -----------------------
                                                                       August 26,   August 28,
                                                                          2000        1999
                                                                       ----------   ----------
                                                                             Unaudited)
<S>                                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                          $ (2,832)     $ (2,691)
     Adjustments to reconcile net loss to net cash
        (used in) provided by operating activities:
     Depreciation and amortization                                        5,750         4,906
     Deferred income taxes                                                 (729)         (759)
     Gain on sale of property and equipment                                (336)         (147)
     Loss of disposal of assets                                            --              16
     (Increase) decrease in operating assets:
          Merchandise inventories                                       (22,685)      (14,605)
          Prepaid expenses and other current assets                        (127)        1,478
          Other assets                                                     (965)         (595)
     Increase (decrease) in operating liabilities:
          Accounts payable                                               15,559        29,842
          Accrued expenses & insurance                                     (471)       (1,150)
          Obligations to customers                                         (154)         (795)
          Other long term liabilities                                       294           540
          Income taxes                                                   (2,485)       (1,418)
                                                                       --------      --------
               Net cash (used in) provided by operating activities       (9,181)       14,622
                                                                       --------      --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures for property and equipment                             (2,189)      (12,420)
     Proceeds from sale of property and equipment                           381           147
                                                                       --------      --------
               Net cash (used in) investing activities                   (1,808)      (12,273)
                                                                       --------      --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Revolving line of credit (repayments) borrowings - net               5,125         2,550
     Repayments of obligations under capital lease                         --            (273)
     Stock repurchase                                                      --          (4,510)
                                                                       --------      --------
               Net cash provided by (used in) financing activities        5,125        (2,233)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                     (5,864)          116
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                            9,682         2,926
                                                                       --------      --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                               $  3,818      $  3,042
                                                                       ========      ========
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid during the period for:
          Interest (net of amount capitalized)                         $     36      $     79
                                                                       ========      ========
          Income taxes paid (refunds received)                         $  1,404      $    464
                                                                       ========      ========
</TABLE>


See notes to condensed consolidated financial statements


                                       3



<PAGE>


                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
13 AND 26 WEEKS ENDED AUGUST 26, 2000 AND AUGUST 28, 1999
--------------------------------------------------------------------------------
(UNAUDITED)


NOTE 1 - THE COMPANY

Syms Corp (the "Company") operates a chain of 48 "off-price" retail stores
located throughout the Northeastern and Middle Atlantic regions and in the
Midwest, Southeast and Southwest. Each Syms store offers a broad range of first
quality, in season merchandise bearing nationally recognized designer or
brand-name labels for men, women and children.

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 13 and 26 week periods ended August 26,
2000 are not necessarily indicative of the results that may be expected for the
entire fiscal year ending March 3, 2001. 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 26,
2000.

NOTE 3 - ACCOUNTING PERIOD

The Company's fiscal year ends the Saturday nearest to the end of February. The
fiscal year ending March 3, 2001 will be comprised of 53 weeks. The fiscal year
ended February 26, 2000 was 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 $30,000,000 through May 4, 2001. Interest on individual
advances is payable quarterly at 1-1/2% per annum below the bank's base rate,
except that at the time of advance, the Company has the option to select an
interest rate based upon one of two other alternative calculations, with such
rate to be fixed for a period not to exceed 90 days. The average daily unused
portion is subject to a commitment fee of 3/8 of 1% per annum. As of August 26,
2000, the outstanding borrowings amounted to $5,125,000 compared to $4,900,000
at August 28, 1999. At February 26, 2000, there were no outstanding borrowings
under this agreement.

The agreement contains financial covenants, with respect to consolidated
tangible net worth, as defined, working capital and maximum capital
expenditures, including dividends, as well as other financial ratios.

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 and short-term borrowings. This agreement may be canceled at any
time by either party. At August 26, 2000, February 26, 2000 and August 28, 1999
the Company had $ 5,847,000, $3,265,000 and $5,063,000, respectively, in
outstanding letters of credit.

                                       4
<PAGE>

                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------


NOTE 6 - NET INCOME PER SHARE

In accordance with SFAS 128, basic net 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>

                                      13 WEEKS ENDED                    26 WEEKS ENDED
                              --------------------------------   ---------------------------------
                              AUGUST 26, 2000  AUGUST 28, 1999   AUGUST 26, 2000   AUGUST 28, 1999
                              ---------------  ---------------   ---------------   ---------------
<S>                            <C>               <C>               <C>               <C>
BASIC NET LOSS PER SHARE:

Net Loss ...................   $ (2,976)         $ (3,525)         $ (2,832)         $ (2,691)
Average shares outstanding .     15,960            16,463            15,960            16,593
Basic net loss per share ...   $  (0.19)         $  (0.21)         $  (0.18)         $  (0.16)

DILUTED NET LOSS PER SHARE:

Net Loss ...................   $ (2,976)         $ (3,525)         $ (2,832)         $ (2,691)
Average shares outstanding .     15,960            16,463            15,960            16,593
Stock options ..............       -(a)              -(a)              -(a)              -(a)
Total average equivalent
  shares ...................     15,960            16,463            15,960            16,593
Diluted net loss per share .   $  (0.19)         $  (0.21)         $  (0.18)         $  (0.16)

</TABLE>


In periods with losses, options were excluded from the computation of diluted
net income per share because the effect would be anti-dilutive.

Options to purchase 1,136,200 and 461,700 shares of common stock at prices
ranging from $ 5.63 to $12.00 per share were outstanding as of August 26, 2000
and August 28, 1999, 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 and would have been antidilutive.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
--------------------------------------------------------------------------------

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Quarterly Report includes forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) and information
relating to the Company that are based on the beliefs of the management of the
Company as well as assumptions made by and information currently available to
the management of the Company. When used in this Quarterly Report, the words
"anticipate," "believe," "estimate," "expect," "intend," "plan," and similar
expressions, as they relate to the Company or the management of the Company,
identify forward-looking statements. Such statements reflect the current views
of the Company with respect to future events, the outcome of which is subject to
certain risks, including among others general economic and market conditions,
decreased consumer demand for the Company's products, possible disruptions in
the Company's computer or telephone systems, possible work stoppages, or
increases in labor costs, effects of competition, possible disruptions or delays
in the opening of new stores or inability to obtain suitable sites for new
stores, higher than anticipated store closings or relocation costs, higher
interest rates, unanticipated increases in merchandise or occupancy costs and
other factors which may be outside the Company's control. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results or outcomes may vary materially from those described

                                       5


<PAGE>

                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------

therein as anticipated, believed, estimated, expected, intended or planned.
Subsequent written and oral forward-looking statements attributable to the
Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements in this paragraph.

RESULTS OF OPERATIONS

13 and 26 Weeks Ended August 26, 2000 Compared to 13 and 26 Weeks Ended August
28, 1999

Net sales of $74,621,000 for the 13 weeks ended August 26, 2000 increased
$1,827,000 (2.5%) as compared to net sales of $72,794,000 for the 13 weeks ended
August 28, 1999. For the 26 weeks ended August 26, 2000 net sales increased
$3,248,000 (2.1%) to $155,813,000 as compared to net sales of $152,565,000 for
the 26 weeks ended August 28, 1999. Comparable store sales decreased 0.1% for
the 13 weeks and 1.1% for the 26 weeks ended August 26, 2000 versus the
comparable periods a year ago. The sales increases in the 13 and 26 week periods
are largely attributable to the opening of the Towson and Chicago stores.

Gross profit for the 13 weeks ended August 26, 2000 was $26,725,000 (35.8% as a
percentage of net sales), an increase of $2,799,000 as compared to $23,926,000
(32.9% as a percentage of net sales) for the fiscal period ended August 28,
1999. The increase in gross profit for the 13 weeks ended August 26, 2000
resulted principally from lower markdowns taken. An unusually high amount of
markdowns were taken in the second quarter ended August 28, 1999 in an effort to
clean out aged merchandise. Gross profit for the 26 weeks ended August 26, 2000
was $58,042,000, an increase of $2,270,000 (4.1%) as compared to $55,772,000 for
the 26 weeks ended August 28, 1999. This increase resulted mainly from higher
net sales and lower markdowns for the 26 week period ended August 26, 2000.

Selling, general and administrative expense increased $1,650,000 to $21,536,000
(28.9% as a percentage of net sales) for the 13 weeks ended August 26, 2000 as
compared to $19,886,000 (27.3% as a percentage of net sales) for the 13 weeks
ended August 28, 1999. Selling, general and administrative expense increased
$1,926,000 to $41,633,000 (26.7% as a percentage of total net sales) for the 26
weeks ended August 26, 2000 as compared to $39,707,000 (26.0% as a percentage of
total net sales) for the 26 weeks ended August 28, 1999. The increase in both
the 13 week and 26 week periods results primarily from the addition of three new
stores (Lawrenceville, New Jersey (opened April 29, 1999); Chicago, Illinois
(opened August 26, 1999) and Towson, Maryland (opened September 16, 1999)).

Advertising expense for the 13 weeks ended August 26, 2000 decreased to
$1,466,000 (2.0% as a percentage of net sales) as compared to $2,006,000 (2.7%
as a percentage of net sales) in the 13 weeks ended August 28, 1999. Advertising
expense for the 26 weeks ended August 26, 2000 decreased to $4,496,000 (2.9% as
a percent of total net sales) as compared to $5,626,000 (3.7% as a percent of
total net sales) in the 26 weeks ended August 28, 1999. Advertising expenses in
the 13 and 26 week periods were lower than last year as a result of a reduction
in the radio and TV advertising.

Occupancy costs were $5,782,000 (7.7% as a percentage of net sales) for the 13
week period ended August 26, 2000, compared to $5,305,000 (7.3% as a percentage
of net sales) for the period ended August 28, 1999. Occupancy costs were
$11,047,000 (7.1% as a percentage of total net sales) for the 26 weeks ended
August 26, 2000, compared to $9,976,000 (6.5% as a percentage of total net
sales) for the 26 weeks ended August 28, 1999. The occupancy expenses of the
three new stores, which amounted to approximately $1,173,000, accounts for most
of this increase.

Depreciation and amortization amounted to $2,881,000 (3.9% as a percentage of
net sales), an increase of $363,000 as compared to $2,518,000 (3.5% as a
percentage of net total sales) for the 13 weeks ended August 28, 1999.
Depreciation and amortization for the 26 weeks ended August 26, 2000 amounted to
$5,750,000 (3.7% as a percentage of total net sales) as compared to $4,906,000
(3.2% as a percentage of total net sales) for the 26 weeks ended August 28,
1999. This increase is largely attributable to the addition of three new stores
and new MIS systems.

                                       6



<PAGE>

                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------


The loss before income taxes for the 13 weeks ended August 26, 2000 was
$4,879,000, a decrease of $900,000 as compared to a loss $5,779,000 for the 13
weeks ended August 28, 1999. This decrease in loss resulted from higher sales
and gross profit somewhat offset by increased expenses. The loss before income
taxes for the 26 weeks ended August 26, 2000 was $4,643,000 as compared to a
loss before taxes of $4,412,000 for the 26 weeks ended August 28, 1999. This
increased loss in the 26 week period ended August 26, 2000 resulted from higher
expenses somewhat offset by higher sales and gross profit.

For the 13 and 26 week periods ended August 26, 2000 the effective income tax
rate was 39.0%, the same as the comparable period a year ago.

LIQUIDITY AND CAPITAL RESOURCES

Working capital as of August 26, 2000 was $87,265,000, an increase of $973,000
compared to $86,272,000 as of August 28, 1999. The ratio of current assets to
current liabilities was 2.41 to 1 as compared to 2.29 to 1 as of August 28,
1999.

Net cash used in operating activities totaled $9,181,000 for the 26 weeks ended
August 26, 2000, as compared to $14,622,000 provided by operating activities for
the 26 weeks ended August 28, 1999. In the 26 week period ended August 26, 2000,
net cash used in operating activities was largely impacted by the increased
merchandise inventories and decreased profit during this period compared to the
comparable period a year ago.

Net cash used in investing activities was $1,808,000 for the 26 weeks ended
August 26, 2000, and $12,273,000 in 1999. Expenditures for property and
equipment totaled $2,189,000 and $12,420,000 for the 26 weeks ended August 26,
2000 and August 28, 1999, respectively.

Net cash provided by financing activities was $5,125,000 for the 26 weeks ended
August 26, 2000, and $2,233,000 of net cash was used in financing activities for
the 26 weeks ended August 28, 1999.

The Company has a revolving credit agreement with a bank for a line of credit
not to exceed $30,000,000 through May 4, 2001. 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. As of August 26, 2000 and August 28,
1999, respectively, the outstanding borrowings under the revolving credit
agreement were $5,125,000 and $4,900,000.

The Company has planned capital expenditures of approximately $5,000,000 for the
fiscal year ending March 3, 2001. Through the 26 week period ended August 26,
2000 the Company has incurred $2,189,000 of capital expenditures.

Management believes that existing cash, internally generated funds, trade credit
and funds available from the revolving credit agreement will be sufficient for
working capital and capital expenditure requirements for the fiscal year ending
March 3, 2001.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

In December 1999 the staff of the Securities and Exchange Commission issued
Staff Accounting Bulletin 101 ("SAB101") on revenue recognition, the
implementation of which was subsequently delayed. The Company is currently
evaluating the impact of SAB101.


                                       7


<PAGE>

                                                     ---------------------------
                                                     SYMS CORP AND SUBSIDIARIES
                                                     ---------------------------


In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." In July 1999, the FASB delayed the
effective date to fiscal years beginning after June 15, 2000. The Company has
not actively utilized derivative instruments to hedge its market risks.
Accordingly, the adoption of this statement is not expected to materially impact
the Company's financial statements.

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)  At the annual meeting of shareholders held on July 27, 2000, the
               Company's shareholders holding a majority of the shares of the
               Common Stock outstanding as of the close of business on June 21,
               2000, voted to approve each of the three proposals included in
               the Company's proxy statement as follows:

          To elect five directors to hold office for one year or until
          successors are duly elected and qualified.

                                                    FOR          WITHHELD
                                                ----------       ---------
                     Sy Syms                    15,191,135        247,082
                     Marcy Syms                 15,191,635        246,582
                     Antone F. Moreira          15,267,797        170,420
                     Harvey A. Weinberg         15,268,297        169,920
                     David A. Messer            15,268,297        169,920


          To ratify the selection of Deloitte & Touche LLP as independent
          accountants of the Company for fiscal 2000:

                                                For:              15,272,075
                                                Against:             163,282

          To approve an amendment to the Syms Corp. Amended and Restated
          Incentive Stock Option and Appreciation Plan:

                                                For:              14,826,402
                                                Against:             606,515

Item 5. OTHER INFORMATION - None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibit 27 - Financial Data Schedule


                                       8

<PAGE>

                                                     ---------------------------
                                                     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 6, 2000                  BY
                                           --------------------------------
                                               MARCY SYMS
                                               CHIEF EXECUTIVE OFFICER



DATE:  OCTOBER 6,  2000                 BY
                                           --------------------------------
                                               ANTONE F. MOREIRA
                                               VICE PRESIDENT, CHIEF FINANCIAL
                                               OFFICER
                                               (Principal Financial and
                                               Accounting Officer)


                                       9




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