ITEM 1. BUSINESS
General
As of July 30, 1994, The Dress Barn, Inc. (the "Company", which includes, unless otherwise noted, its subsidiaries and predecessor) operated a chain of 688 off-price women's apparel stores utilizing three merchandising strategies: Dress Barn, Dress Barn Woman ("DBW") and SBX. Dress Barn operates primarily under the names "Dress Barn" and "Westport Ltd.". As of July 30, 1994, there were 567 Dress Barn stores, 98 DBW stores and 23 SBX stores. Since 1992 the Company has been testing the SBX merchandising concept in outlet malls and outlet strip centers. These stores feature both brand name and private-label casual apparel.
All of the Company's stores offer in-season, moderate to better quality fashion women's apparel emphasizing department store quality merchandise, primarily with nationally recognized brand names bearing the manufacturer's label, at a substantial discount from department store prices. The Company merchandises for price conscious and fashion minded working women in middle to upper income brackets and predominantly in the 18-40 year age range.
The Dress Barn and SBX stores carry Junior and Misses sizes, while the DBW stores feature larger sizes of styles similar to those found in the Dress Barn stores. As of July 30, 1994, 46 Dress Barn stores also carried DBW merchandise. The SBX stores carry only casual apparel.
Expansion and Store Openings
The Company has been in business since 1962. During the past five years the Company increased its number of stores from 400 in July 1988 to 688 stores open on July 30, 1994. During fiscal 1994, the Company opened 82 stores, closed 35 for a net increase of 47 locations for the fiscal year ended July 30, 1994. The fiscal 1994 openings included 6 new Dress Barn Woman locations as well as 10 Dress Barn stores that also feature DBW merchandise. Of these openings, 11 were locations acquired from others and converted to the Company's format. Subsequent to July 30, 1994, the Company has opened 43 new Dress Barn stores (including 11 with DBW merchandise included) and 4 Dress Barn Woman stores, closed 6 stores and had a total of 730 units in operation as of October 26, 1994.
Merchandise and Marketing
All of the Company's stores sell only first-quality current merchandise, with approximately 60% of the merchandise sold featuring nationally recognized name brands through the offerings of domestic fashion vendors. Over half of the Company's sales volume is sportswear, with the remainder consisting of dresses, suits, blazers and accessories. The Company's three merchandising strategies are organized as separate divisions, each with a separate merchandising staff to focus on its individual merchandise styles.
In addition to nationally recognized name brand labels, the Company's stores offer private label merchandise. This merchandise, which is also first quality, is typically imported or manufactured domestically under contract to the Company and is concentrated in basic lines where quality, price and fashion are more important than brand names. While such private label merchandise is both less expensive for the customer and more profitable for the Company, the Company believes that brand name apparel at discount prices has attracted its customers. Accordingly, the Company continues to limit the growth of its private label program.
Virtually all merchandising decisions affecting the Company's stores are made centrally. Pricing and markdowns are determined centrally but may be adjusted locally in response to competitive situations. Generally, 80% of the merchandise sold by the Company is uniformly carried by all stores with the remaining 20% varied by management according to regional or consumer tastes or the size of particular stores. To keep merchandise seasonal and in current fashion, inventory is reviewed weekly and markdowns are taken to expedite selling.
The Company's stores provide a high degree of customer service including personal sales assistance by Company employees and an attended dressing room area with individual dressing rooms. The Company's stores are designed and maintained to project an attractive, quality image. Exteriors carry a distinctive logo for ease of identification. Interiors feature department store type fixtures and carpeting and premium quality lighting. Merchandise is attractively displayed and arranged by department such as sportswear, dresses and suits. Well known designer and brand names are prominently displayed.
The Company uses mainly print advertising that emphasizes current fashion apparel at discount prices. The Company is experimenting with television advertising and in fiscal 1994, the Company introduced its own Dress Barn private-label credit card.
Store Locations
As of July 30, 1994 the Company was operating 688 stores in 41 states and the District of Columbia, primarily in strip shopping centers and enclosed malls. Nearly all of these stores occupy between 3,500 and 5,000 square feet of selling space.
The table on the following page indicates the states in which the stores operating on July 30, 1994 were located:
Stores Open At July 30, 1994:
Dress Barn Dress Barn Woman SBX Location Stores Stores Stores Alabama 5 1 1 Arizona 11 1 - Arkansas 1 - - California 30 4 2 Colorado 4 - 1 Connecticut 30 5 - District of Columbia 1 - - Delaware 4 1 - Florida 15 2 3 Georgia 22 3 - Idaho 2 1 - Illinois 25 3 1 Indiana 8 1 - Kansas 4 1 - Kentucky 4 2 - Louisiana 2 - - Maine 6 1 - Maryland 23 1 1 Massachusetts 35 4 - Michigan 31 5 1 Minnesota 5 - - Missouri 8 1 - Nebraska 1 - - Nevada 4 1 1 New Hampshire 6 1 - New Jersey 44 13 1 New Mexico 2 - - New York 54 6 - North Carolina 28 7 - Ohio 18 2 - Oklahoma 2 - - Oregon 3 2 - Pennsylvania 42 9 1 Rhode Island 1 - - South Carolina 14 2 1 Tennessee 13 3 2 Texas 19 4 2 Utah 2 2 2 Vermont 2 - - Virginia 27 6 2 Washington 3 1 - Wisconsin 6 2 1 Total 567 98 23
The following table indicates the type of shopping facility in which the stores are located:
Dress Barn Dress Barn Woman SBX Type of Facility Stores Stores Stores
Strip Shopping Centers 448 85 15 Regional and Other Enclosed Shopping Malls 101 13 8 Free Standing 4 - - Downtown Locations 14 - -
Total 567 98 23
During the fiscal year ended July 30, 1994, no store accounted for as much as 1% of the Company's total sales.
Purchasing and Distribution
The Company utilizes a buying organization that parallels those used by most large specialty store chains. Purchasing is conducted on a departmental basis for each of the Dress Barn, Dress Barn Woman and SBX merchandise groups by the Company's staff of buyers and assistant buyers supervised by the President and six Merchandise Managers. To support its current and future expansion plans the Company has continued to expand its buying staff. The Company also utilizes the services of independent buying representatives in New York and overseas.
The Company has in the past always been able to purchase sufficient quantities of first-quality brand name merchandise at attractive prices from vendors who typically sell to department and specialty stores, and management believes that there will be an adequate supply of such merchandise available. The Company obtains its brand name merchandise from approximately 350-450 vendors and its private label merchandise from approximately 15 vendors. No vendor accounted for as much as 5% of the Company's purchases in the fiscal year ended July 30, 1994.
All merchandise is received from vendors at the Company's central warehouse and distribution facilities in Suffern, New York, where it is inspected, ticketed and earmarked for particular stores. The Suffern facility, which began operations in January 1994, has a total of 510,000 square feet, with 100,000 square feet of office space and the remainder for merchandise distribution. The Company has vacated all of its Stamford facilities, the last being Hamilton Avenue which was closed in September 1994.
The Company generally does not warehouse merchandise, but distributes it promptly to stores, shipments being made at least twice a week to each store. Turnaround time between receipt from the vendor and shipment to the stores is usually three days or less. Because of such frequent shipments, the stores themselves do not require significant storage space. The Company may on occasion buy certain basic clothing that does not change in style from year to year at attractive prices and warehouse such items until the following year.
Store Operations and Management
Virtually all the Company's stores are open seven days a week. Stores located in strip shopping centers and malls conform to the hours of other stores in the shopping centers and are open most evenings, while downtown and free standing stores are usually open two nights per week.
Approximately 50% of the Company's sales are for cash. The balance are credit card sales. The Company's stores accept Visa, MasterCard, American Express and Discover credit cards. In February 1994, the Company introduced its own Dress Barn private-label credit card. As with the other credit cards, the Company assumes no credit risk but pays a percentage of sales as a service charge. The Company has a chain-wide policy of cash refunds within 14 days of purchase and upon presentation of a register receipt; additionally the customer still has the option of receiving a credit redeemable at a later date.
None of the Company's stores or departments are franchised or operated by others. Each store has a manager who reports to a District Sales Manager, who is in charge of between 6 and 10 stores. District Sales Managers generally visit each store at least once a week to review merchandise levels and presentation, staff training and personnel performance, expense control, security, cleanliness and adherence to Company operating procedures. In turn, to further maintain centralized control, there are 10 Regional Sales Managers who are each responsible for approximately 8 District Sales Managers.
Control Systems
The Company has developed and continues to improve a computerized merchandise control system that can accommodate substantial growth in the number of stores. This system tracks buyers' orders, warehouse receiving, price marking, shipments to stores, inventories, markdowns, store sales and individual merchandise item performance, and utilizes personal computers to input and monitor the purchasing, receiving, shipping and distribution functions.
To monitor the performance of the various styles, management receives bi-weekly computer reports reflecting sales and inventory levels. These reports are organized by department, class, vendor, style, color and store. Thus, the sales performance of every style and color of merchandise in every store is monitored centrally twice a week.
The Company has a point of sale register system and has upgraded it with the installation of price look up and ticket scanning to better service its customer. The Company continues to enhance its systems to provide instant access to sales information, increase productivity and improve customer service.
Each store has an attended dressing room area and generally one cash register, which is constantly attended. These practices serve a security as well as a service function. The Company utilizes article surveillance security tag systems where they are cost justified. The Company's inventory shrinkage rate is within industry norms.
Trademarks
The Company has previously been issued U.S. Certificates of Registration of Trademark for the operating names of its stores and its major private label merchandise. These trademarks are indicated below:
Trademark Registration Date
Dress Barn March 5, 1985 Princeton Club April 30, 1985 Lee David, Ltd. May 7, 1985 Westport, Ltd. August 20, 1985
Employees
As of July 30, 1994, the Company had approximately 6,400 employees of whom approximately 3,500 worked part time. A number of temporary employees are usually added during the peak selling periods. None of the Company's employees are covered by any collective bargaining agreement. The Company considers its employee relations to be good.
Competition
The women's retail apparel business is highly competitive. The Company's stores compete with discount stores, women's apparel specialty stores and department stores. Many of the stores with which the Company competes are units of large national or regional chains that have substantially greater financial and other resources than the Company. The off-price women's apparel business has become more competitive. Dress Barn accounts for an extremely small fraction of the total market for women's apparel.
ITEM 2.
ITEM 2. PROPERTIES
The Company leases all its stores. Store leases generally have an initial term ranging from 5 to 15 years with one or more 5-year options to extend the lease. A number of leases expiring in the 1990's do not have further extension options. The following table, covering all stores operated by the Company on July 30, 1994, indicates the number of leases expiring during the period indicated and the number of expiring leases with renewal options:
Number of Number with Fiscal Years Leases Expiring Renewal Options 1995 104 81 1996 126 113 1997 123 107 1998 100 90 1999-2001 194 142 2002 and thereafter 41 26
Total 688 559
New store leases generally provide for a base rent of between $12 and $15 per square foot per annum. Most leases have formulas requiring the payment of a percentage of sales as additional rent, generally when sales reach specified levels. The Company's aggregate minimum rentals under operating leases, in effect at July 30, 1994, and excluding locations acquired after July 30, 1994, for the fiscal year ending July 29, 1995, are approximately $41,360,000. In addition, the Company is also responsible under its store leases for its pro rata share of maintenance expenses and common charges in mall and strip locations.
A substantial number of store leases give the Company the option to terminate the lease if certain specified sales volumes are not achieved. In addition, a number of these leases also provide for such termination at the option of the landlord. Usually these provisions are operative only during the first few years of the lease.
The Company leases its executive offices and distribution centers at 30 Dunnigan Drive in Suffern, New York. This lease expires on April 30, 2007, with three 5 year options to extend the lease. Management believes the Suffern facility should be able to service in excess of 1,500 stores and provide adequate office space for similar expansion in the Company's executive offices. The Company began full distribution operations in the new facility in January 1994 and moved its executive offices in July 1994. The Company elected not to renew any of the leases for its Stamford facilities and vacated the locations upon their lease expiration.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year.
PART II
ITEM 5
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
Market Prices of Common Stock
The Common Stock of the Dress Barn, Inc. is traded over-the-counter on the NASDAQ National Market System under the symbol DBRN.
The table below sets forth the high and low bid prices as reported by NASDAQ for the last eight fiscal quarters. These quotations represent prices between dealers and do not include retail mark-ups, mark-downs or other fees or commissions and may not represent actual transactions.
Fiscal 1994 Fiscal 1993 Bid Prices Bid Prices High Low High Low Fiscal Period
First Quarter $ 15.50 $ 10.50 $ 16.63 $ 10.38 Second Quarter 15.13 10.88 20.63 15.88 Third Quarter 14.00 10.88 23.50 11.88 Fourth Quarter 12.75 8.25 14.63 10.25
Number of Record Holders
The number of record holders of the Company's common stock as of October 10, 1994 was approximately 1,800.
Dividend Policy
The Company has never paid cash dividends on its common stock. Payment of dividends is within the discretion of the Company's Board of Directors.
ITEM 6
ITEM 6 - SELECTED FINANCIAL DATA
The Dress Barn, Inc. and Subsidiaries Selected Financial Data 							 							 					 Year Ended 		July 30, July 31, July 25, July 27, July 28, 		 1994 (*) 1993 1992 1991 1990 							 Statement of earnings data: Net sales $457,324,621 $419,585,581 $363,089,914 $325,412,935 $283,591,556 Cost of sales, including occupancy and buying costs 291,937,984 266,867,616 231,829,749 204,560,687 176,048,518 							 Gross profit 165,386,637 152,717,965 131,260,165 120,852,248 107,543,038 							 Selling, general and administrative expenses 141,473,138 125,307,922 109,270,919 100,107,097 87,333,014 							 Operating income 23,913,499 27,410,043 21,989,246 20,745,151 20,210,024 							 Interest income - - net 1,726,717 2,338,217 3,002,872 2,918,882 2,541,904 							 Earnings before income taxes 25,640,216 29,748,260 24,992,118 23,664,033 22,751,928 							 Income taxes 9,487,000 10,709,000 8,798,000 8,711,000 8,373,000 							 Net earnings $16,153,216 $19,039,260 $16,194,118 $14,953,033 $14,378,928 							 Earnings per share $0.73 $0.86 $0.74 $0.68 $0.64 							 Weighted average shares outstanding 22,177,063 22,019,742 21,805,478 21,905,407 22,518,807 							 (*)Consists of 53 weeks. All other fiscal years presented consist of 52 weeks. 							 							 Balance sheet data: Working capital $89,050,887 $83,476,171 $73,477,379 $61,917,864 $55,768,665 Total assets$217,862,655 $202,385,657 $173,360,191 $137,634,744 $125,483,987 Long-term debt -- -- -- -- -- Shareholders' equity $159,197,953 $142,002,672 $120,339,195 $102,955,940 $93,180,676
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net Sales
Net sales increased 9.0% in fiscal 1994 as compared to fiscal 1993 and 15.6% in fiscal 1993 as compared to fiscal 1992. Fiscal 1993 was a 53 week year versus 52 weeks for fiscal 1994 and 1992. The sales increases in both fiscal years were provided primarily by the 47 (net) stores added during fiscal 1994 and the 77 (net) stores added during fiscal 1993. Comparable store sales decreased 1.2% in fiscal 1994 versus fiscal 1993 and increased 1.6% in fiscal 1993 versus fiscal 1992. Actual units sold per store increased in fiscal 1994 from fiscal 1993 but sales per store decreased as the Company lowered its price points and the merchandise mix became more casual and less career, thereby lowering the sales price of the average unit sold.
Cost of Goods Sold, Including Buying and Occupancy Costs ("CGS")
CGS increased 9.4% in fiscal 1994 and 15.1% in fiscal 1993 as compared to the prior fiscal years. As a percentage of net sales, these costs were 63.8% in fiscal 1994, 63.6% in fiscal 1993 and 63.8% in fiscal 1992. The percentage increase from fiscal 1993 to fiscal 1994 was due to the shortfall in sales, which did not offset higher occupancy costs from larger new stores, expanded existing stores and the Company's new Distribution Center and Corporate Office in Suffern, New York. The decrease in fiscal 1993 from fiscal 1992 as a percent of sales was due to improved initial margins and reduced shrinkage. These factors as well as an increase in comparable store sales offset the increase in occupancy costs.
Selling, General and Administrative Expenses ("SG&A")
SG&A increased 12.9% in fiscal 1994 following an increase of 14.7% in fiscal 1993. As a percentage of net sales, these costs were 30.9% in fiscal 1994, 29.9% in fiscal 1993 and 30.1% in fiscal 1992. Continued expense controls were not sufficient to cover the shortfall in sales. In addition, the Company incurred $1.2 million in duplicate expenses from its relocation to Suffern. As these charges were absorbed in fiscal 1994, it is expected that fiscal 1995 will be positively impacted from the move. The comparable store sales gain in fiscal 1993 was the primary factor in the reduction in SG&A expenses as a percent of sales from fiscal 1992.
Interest Income
Interest income decreased by $611,500 or 26.2% in fiscal 1994 compared to fiscal 1993 and decreased by $665,000 or 22.1% in fiscal 1993 compared to fiscal 1992. In both fiscal 1994 and 1993, the increase in average investments was offset by lower average interest rates and a modest decline in market values. Also contributing to the decreases were accounting adjustments in fiscal 1994 and fiscal 1993 to amortize premiums on investment purchases.
Provision for Income Taxes
The effective tax rates were 37.0%, 36.0% and 35.2% for fiscal 1994, 1993, and 1992, respectively. The increase in the tax rate for both fiscal 1994 and 1993 reflect the increase in the corporate federal tax rate as specified in the Omnibus Budget Reconciliation Act of 1993 which became effective July 1,1993, and a reduction in tax-free interest income over the same period. Also in fiscal 1993, the Company adopted the provisions of Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes" which did not have a material impact on the Company's 1993 financial statements.
Net Earnings
In any period the Company's earnings depend primarily on the level of sales, the gross profit on those sales and controls over SG&A expenses. The factors that affect the Company's sales and margins include occupancy costs included in CGS, the general retail climate for apparel and competitive factors in general. The Company's fiscal 1994 earnings were negatively impacted by the comparable store sales decrease and the non-recurring and duplicate expenses from the relocation to Suffern. In addition, earnings were adversely affected by the unseasonably cold and snowy winter and a decline in interest income. As a result of these factors, earnings decreased by 15.2% to $16,153,000 during fiscal 1994, following an increase of 17.6% to $19,039,000 during fiscal 1993. Net earnings as a percentage of sales were 3.5% in fiscal 1994 and 4.5% in both fiscal 1993 and fiscal 1992. The Company's fiscal 1993 earnings were positively affected by the comparable store sales increase and the .2% decrease in both SG&A expenses and CGS as a percent of sales.
Liquidity and Capital Resources
During the past three fiscal years, the Company has funded, through internally generated cash flow, all of its operating and capital needs. These include the opening of 270 new stores, remodeling of existing stores, the continued expansion of its successful Dress Barn Woman division and the relocation of its Distribution Center and Corporate Offices to Suffern. Total capital expenditures were $23,380,000, $20,071,000 and $12,949,000 and in fiscal 1994, 1993 and 1992, respectively. In fiscal 1994, approximately $11 million of its capital expenditures were for the new Suffern facility.
The Company's cash and cash equivalents and marketable securities remained virtually unchanged from the prior year as capital expenditures were approximately equal to cash generated from operating activities. The Company funds inventory expenditures through cash flows from operations and the favorable payment terms the Company has established with its vendors. This has allowed the Company's quick ratio (i.e., the ratio of current assets less inventory to current liabilities) to remain consistent over the past three years (1.17, 1.17 and 1.14 in the 1994, 1993 and 1992 fiscal years, respectively). In fiscal 1994, merchandise inventories increased a modest $6,198,000 as the Company transitioned to Fall earlier than in fiscal 1993. The Company's net cash provided by operations in fiscal 1994 fell to $23,704,000, compared to $29,047,000 in fiscal 1993 and $24,392,000 in fiscal 1992. The decline in fiscal 1994 was due to the lower earnings, as well as more private-label merchandise which requires immediate payment to overseas manufactures. During this three-year period, the Company increased its cash and investments by $22,900,000 and financed its expansion and corporate relocation without incurring any debt.
In fiscal 1995 the Company plans to spend approximately $16,500,000 to open approximately 135 additional stores and continue its store remodeling program. The Company also plans to spend approximately $3,000,000 in connection with the completion of its relocation to and construction of its new facility in Suffern, New York. The Company expects to finance this expansion and its foreseeable operating and capital needs through internally generated funds.
At July 30, 1994, the Company had $52,843,000 in marketable securities. The portfolio primarily consists of municipal bonds that can readily be converted to cash if the need arises. The Company does not foresee liquidating any of these investments for operating needs in fiscal 1995. Working capital was $89,051,000 at July 30, 1994. In addition, the Company has available $75,000,000 in unsecured lines of credit at rates below prime. The Company had no debt outstanding under any of the lines at July 30, 1994. However, borrowings were limited by approximately $25 million of outstanding letters of credit.
Inflation
Inflation has historically had only a minor effect on the Company' results of operations as the Company has generally been able to maintain its sales prices of merchandise sold. The Company expects this trend to continue in fiscal 1995, with no significant increase in its selling prices planned.
Seasonality
Though the Company does not consider itself a seasonal business, it has historically experienced substantially lower earnings in its second fiscal quarter than during the other three fiscal quarters. This decline reflects the intense promotional atmosphere that has accompanied the Christmas shopping season in recent years. The Company does not expect this trend to change in fiscal 1995 and anticipates earnings for its second quarter of fiscal 1995 to be significantly less than the other three quarters.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of The Dress Barn, Inc. and subsidiaries are filed together with this report: See Index to Financial Statements, Item 14.
ITEM 9.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The information called for by Items 10, 11, 12 and 13 is incorporated herein by reference from the following portions of the definitive proxy statement to be filed by the Company in connection with its 1994 Annual Meeting of Shareholders.
Item Incorporated from
Item 10.
Item 10. Directors and Executive "Election of Directors and Officers of the Company Compensation of Executive Officers"
Item 11.
Item 11. Executive Compensation "Compensation of Executive Officers"
Item 12.
Item 12. Security Ownership of "Common Stock Ownership" Certain Beneficial Owners and Management
Item 13.
Item 13. Certain Relationships "Interest of Management and Related Transactions and Others In Certain Transactions and Compensation of Executive Officers"
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
ITEM 14. (a)(1) FINANCIAL STATEMENTS PAGE NUMBER
Independent Auditors' Report Consolidated Balance Sheets Consolidated Statements of Earnings Consolidated Statements of Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements to
ITEM 14. (a)(2) FINANCIAL STATEMENT SCHEDULES
Schedule I - Marketable Securities Schedule II - Amounts Receivable from Related Parties and Employees Schedule V - Property, Plant and Equipment Schedule VI - Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment Schedule X - Supplementary Income Statement Information
All other schedules are omitted because they are not applicable, or not required, or because the required information is included in the consolidated financial statements or notes thereto.
ITEM 14.(a)(3) LIST OF EXHIBITS
The following exhibits are filed as part of this Report and except Exhibits 10(mm), 22 and 24 are all incorporated by reference (utilizing the same exhibit numbers) from the sources shown.
Incorporated By Reference From
3(c) Amended and Restated Certificate of Incorporation (1)
3(e) Amended and Restated By-laws (1)
3(f) Amendments to Amended and Restated Certificate of Incorporation (5)
3(g) Amendments to Amended and Restated By-laws (5)
3(h) Amendments to Amended and Restated By-Laws (6)
Incorporated By Reference From
4. Specimen Common Stock Certificate (1)
10(a) 1993 Incentive Stock Option Plan (10)
10(b) Employment Agreement With Burt Steinberg (1)
10(c) Agreement for Issuance of Stock to Michael Palmer (1)
10(e) Agreement for Issuance of Stock to Arthur Ziluck (1)
10(f) Agreement terminating Agreement for Purchase of Certain Stock from Elliot S. Jaffe upon death (6)
10(g) Agreement terminating Agreement for Purchase of Certain Stock from Roslyn S. Jaffe upon death (6)
Leases of Company premises of which the lessor is Elliot S. Jaffe or members of his family or related trusts:
10(k) Wilton, CT store (1)
10(l) Danbury, CT store (1)
10(m) Branford, CT store (1)
10(n) Greenwich, CT store (1)
10(o) Mt. Kisco, NY store (1)
10(hh) Norwalk, CT Dress Barn Woman store (8)
10(ii) Branford, CT Dress Barn Woman store (8)
10(r) Amendments to Employment Agreement with Burt Steinberg (2)
10(s) Amendment to Stock Purchase Agreement with Michael Palmer (3)
10(v) Employment Agreement with Eric Hawn (4)
10(w) Agreement for Advances with Eric Hawn (4)
10(z) Extension of Employment Agreement with Burt Steinberg (5)
10(aa) The Dress Barn, Inc. 1987 Non-Qualified Stock Option Plan (5)
Incorporated By Reference From 10(cc) Employment Agreement with Armand Correia (7)
10(dd) Nonqualified Stock Option Agreement with Armand Correia (7)
10(ee) Nonqualified Stock Option Agreement with Michael Palmer (7)
10(ff) Nonqualified Stock Option Agreement with Elliot Jaffe (7)
10(gg) Nonqualified Stock Option Agreement with Burt Steinberg (7)
10(jj) Employment Agreement with David Montieth (8)
10(kk) Employment Agreement with David Jaffe (8)
10(ll) Employment Agreement with Sarah J. Tyson (8)
10(mm) Lease between Dress Barn and AT&T for (9) Office and Distribution Space in Suffern, New York
22. Subsidiaries of the Registrant
24. Independent Auditors' Consent
(1) The Company's Registration Statement on Form S-1 under the Securities Act of 1933 (Registration No. 2-82916) declared effective May 4, 1983.
(2) The Company's Annual Report on Form 10-K for the fiscal year ended July 28, 1984.
(3) The Company's Annual Report on Form 10-K for the fiscal year ended July 27, 1985.
(4) The Company's Annual Report on Form 10-K for the fiscal year ended July 26, 1986.
(5) The Company's Annual Report on Form 10-K for the fiscal year ended July 30, 1988.
(6) The Company's Annual Report on Form 10-K for the fiscal year ended July 28, 1990.
(7) The Company's Annual Report on Form 10-K for the fiscal year ended July 27, 1991.
(8) The Company's Annual Report on Form 10-K for the fiscal year ended July 25, 1992.
(9) The Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1993.
(10) The Company's Registration Statement on Form S-8 under the Securities Act of 1933 (Registration No. 33-60196) filed on March 29, 1993.
ITEM 14. (b) REPORT ON FORM 8-K
The Company has not filed any reports on Form 8-K during the last quarter of the fiscal year ended July 30, 1994.
ITEM 14. (c) EXHIBITS
All exhibits are incorporated by reference as shown in Item 14(a)3, except Exhibits 22 and 24 which are filed as part of this Report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
The Dress Barn, Inc.
by /s/ ELLIOT S. JAFFE Elliot S. Jaffe Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ ELLIOT S. JAFFE Elliot S. Jaffe Chairman of the Board and 10/24/94 Chief Executive Officer (Principal Executive Officer) /s/ ROSLYN S. JAFFE Roslyn S. Jaffe Director and Secretary and Treasurer 10/24/94
/s/ BURT STEINBERG Burt Steinberg Director and President 10/24/94 and Chief Operating Officer /s/ MICHAEL PALMER Michael Palmer Director 10/24/94
/s/ KLAUS EPPLER Donald Jonas Director 10/24/94
/s/ DONALD JONAS Donald Jonas Director 10/24/94
/s/ EDWARD D. SOLOMON Edward D. Solomon Director 10/24/94
/s/ ARMAND CORREIA Armand Correia Chief Financial Officer (Principal 10/24/94 Financial and Accounting Officer)
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders The Dress Barn, Inc. Stamford, Connecticut
We have audited the accompanying consolidated balance sheets of The Dress Barn, Inc. and subsidiaries as of July 30, 1994 and July 31, 1993, and the related statements of earnings, shareholders' equity, and cash flows for each of the three years in the period ended July 30, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Dress Barn, Inc. and subsidiaries as of July 30, 1994 and July 31, 1993, and the results of their operations and their cash flows for each of the three years in the period ended July 30, 1994, in conformity with generally accepted accounting principles.
Our audits also comprehended the schedules listed in the index at Item 14(a)(2). In our opinion, such schedules, when considered in relation to the basic financial statements, present fairly in all material respects the information shown therein.
Deliotte & Touche LLP Stamford, Connecticut September 23, 1994
The Dress Barn, Inc. and Subsidiaries Consolidated Balance Sheets 						 July 30, July 31, ASSETS 1994 1993 Current Assets: Cash & cash equivalents $6,668,006 $10,054,792 Marketable securities 55,321,978 51,023,754 Merchandise inventories 79,601,016 73,403,238 Prepaid expenses and other 4,237,426 8,100,021 Total Current Assets 145,828,426 142,581,805 Property and Equipment: Leasehold improvements 43,173,926 35,013,977 Fixtures and equipment 66,026,065 56,058,888 Computer software 6,360,151 4,135,985 Automotive equipment 251,571 316,408 					 115,811,713 95,525,258 Less accumulated depreciation and amortization 44,459,195 36,578,447 						71,352,518 58,946,811 Other Assets 681,711 857,041 					 $217,862,655 $202,385,657 LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable- trade $41,700,608 $39,990,472 Accrued expenses 13,041,013 15,698,909 Customer credits 1,141,523 1,406,987 Income taxes payable 894,395 2,009,266 	Total Current Liabilities 56,777,539 59,105,634 Deferred Income Taxes 1,887,163 1,277,351 Commitments (Note 6) Shareholders' Equity: Preferred stock, par value $.05 per share: Authorized- 100,000 shares Issued and outstanding- none -- -- Common stock, par value $.05 per share: Authorized- 30,000,000 shares Issued- 23,266,768 and 23,134,662 	 shares, respectively Outstanding- 22,261,768 and 22,129,662 	 shares, respectively 1,161,338 1,156,733 Additional paid-in capital 13,826,628 12,789,169 Retained earnings 149,915,599 133,762,382 Treasury stock, at cost (5,705,612) (5,705,612) 					 159,197,953 142,002,672 					 $217,862,655 $202,385,657 							 The Dress Barn, Inc. and Subsidiaries Consolidated Statements of Earnings 							 	Year Ended 							 					 July 30, July 31, July 25, 					 1994 1993 1992 							 Net sales $457,324,621 $419,585,581 $363,089,914 							 Costs and expenses: Cost of sales, including occupancy and buying costs 291,937,984 266,867,616 231,829,749 Selling, general and administrative 141,473,138 125,307,922 109,270,919 Interest (income) - net (1,726,717) (2,338,217) (3,002,872) 							 				 431,684,405 389,837,321 338,097,796 							 							 	Earnings before income taxes 25,640,216 29,748,260 24,992,118 							 Income taxes 9,487,000 10,709,000 8,798,000 							 							 	Net Earnings $16,153,216 $19,039,260 $16,194,118 							 							 Earnings per share $0.73 $0.86 $0.74 							 							 Weighted average shares outstanding 22,177,063 22,019,742 21,805,478 							 See notes to consolidated financial statements 							 							 							 The Dress Barn, Inc. and Subsidiaries Consolidated Statements of Shareholders' Equity 					 Additional Total 	 Common Stock Treasury Paid-In Retained Shareholders' 	 Shares Amount Stock Capital Earnings Equity 							 Balance,July 27, 1991 21,716,383 $1,136,069 ($5,705,612) $8,996,479 $98,529,004 $102,955,940 Deferred compensation 	 68,555 3,428 497,581 501,009 Employee Stock Purchase Plan activity 	 17,606 881 262,971 263,852 Shares issued pursuant to exercise of stock options 	 16,321 816 90,127 90,943 Shares issued in connection with purchase of JRL Consulting Corp. 	 28,588 1,429 331,904 333,333 Net earnings 16,194,118 16,194,118 							 Balance,July 25, 1992 21,847,453 1,142,623 (5,705,612) 10,179,062 114,723,122 120,339,195 Tax effect of deferred compensation 					 882,151 882,151 Employee Stock Purchase Plan activity 	 36,366 1,818 367,372 369,190 Shares issued pursuant to exercise of stock options 	 217,255 10,863 1,028,679 1,039,542 Shares issued in connection with purchase of JRL Consulting Corp. 	 28,588 1,429 331,905 333,334 Net earnings 19,039,260 19,039,260 							 Balance,July 31, 1993 22,129,662 1,156,733 (5,705,612) 12,789,169 133,762,382 142,002,672 Deferred compensation 	 15,000 750 453,730 454,480 Employee Stock Purchase Plan activity 	 35,244 1,762 390,046 391,809 Shares issued pursuant to exercise of stock options 	 41,862 2,093 193,683 195,776 Net earnings 16,153,216 16,153,216 							 Balance,July 30, 1994 22,221,768 $1,161,338 ($5,705,612) $13,826,628 $149,915,599 $159,197,953
The Dress Barn, Inc. and Subsidiaries Consolidated Statements of Cash Flows 							 						 Year Ended 				 July 30, July 31, July 25, 					 1994 1993 1992 Operating Activities: Net earnings $16,153,216 $19,039,260 $16,194,118 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization of property and 	equipment 10,974,527 9,177,014 7,689,825 Increase (decrease) in deferred income taxes 609,812 (711,159) (124,373) Deferred compensation 251,480 331,151 501,009 Changes in assets and liabilities: (Increase) in merchandise inventories (6,197,778) (7,071,023) (17,904,919) Decrease (increase) in prepaid expenses 3,862,595 (616,772) (480,374) Decrease (increase) in other assets 175,330 274,274 (106,978) Increase - accounts payable- trade 1,710,136 6,243,082 16,544,765 (Decrease) increase in accrued expenses (2,657,896) 2,019,572 3,061,161 (Decrease) Increase in customer credits (265,464) 298,906 (654,954) (Decrease) increase in income taxes payable (590,059) 62,588 (327,647) 	Total adjustments 7,872,683 10,007,633 8,197,515 							 	Net cash provided 	by operating activities 24,025,899 29,046,893 24,391,633 							 Investing Activities Purchases of property and equipment (23,380,234) (20,071,480) (12,948,881) Sales and maturities of marketable securities 9,516,454 21,030,349 17,066,624 Purchases of marketable securities (13,814,678) (25,990,948) (25,665,328) Payment for purchase of JRL Consulting Corp. - - (156,760) Net cash used in investing activities (27,678,458) (25,032,079) (21,704,345) 							 Financing Activities Proceeds from Employee Stock Purchase Plan 391,809 369,190 263,852 Proceeds from stock options exercised 195,776 1,039,542 90,943 Net cash provided by financing activities 587,585 1,408,732 354,795 							 Net increase (decrease) in cash and cash equivalents (3,064,974) 5,423,546 3,042,083 Cash and cash equivalents - - beginning of period 10,054,792 4,631,246 1,589,163
Cash and cash equivalents-end of period $6,989,818 $10,054,792 $4,631,246 		 Supplemental Disclosure of Cash Flow Information: Cash paid for income taxes $9,285,361 $11,357,571 $9,284,177
See notes to consolidated financial statements
The Dress Barn, Inc. and Subsidiaries Notes to Consolidated Financial Statements Three Years Ended July 30, 1994
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business
The Dress Barn, Inc. operates a chain of off-price women's apparel stores. The stores, operating principally under the name "Dress Barn", offer in-season, moderate to better quality fashion apparel. The Company operates in one business segment.
Principles of consolidation
The consolidated financial statements include the accounts of The Dress Barn, Inc. and its wholly-owned subsidiaries (the "Company"). All material intercompany balances and transactions have been eliminated.
Merchandise inventories
Merchandise inventories are valued at the lower of cost, on a first- in, first-out basis, or market as determined by the retail method.
Property and equipment
Property and equipment are stated at cost. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets which range from 3 to 10 years. For income tax purposes, accelerated methods are generally used.
Income taxes
The Company changed its method of accounting for income taxes, effective July 26, 1992, to conform with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Deferred income taxes are provided using the asset and liability method, whereby deferred income taxes result from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements.
Fiscal year
The Company reports on a 52-53 week fiscal year ending on the last Saturday in July. The fiscal year ended July 31, 1993 consisted of 53 weeks while all other years presented consist of 52 weeks.
Store preopening costs
Expenses associated with the opening of new stores are charged to expense as incurred.
Marketable securities
Marketable securities are reported at the lower of cost or market. The fair value of the Company's marketable securities at July 30, 1994 was $55,322,000, which is based on quoted market prices. In May 1993, the Financial Accounting Standards Board ("FASB") issued SFAS No. 115,"Accounting for Certain Investments in Debt and Equity Securities." The adoption of this statement should not have a material impact on the Company.
Earnings per share
Earnings per share is based on the weighted average number of common shares and common share equivalents outstanding for the years presented.
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers its highly liquid overnight investments to be cash equivalents.
Reclassifications
Certain amounts in prior year's financial statements have been reclassified for comparative purposes.
2. ACQUISITION OF JRL CONSULTING CORP.
In April 1990, the Company purchased all of the assets of JRL Consulting Corp.("JRL"). The purchase price was $2,556,756, payable $400,000 in cash upon closing, $156,760 additional cash paid during Fiscal 1992 and the remainder paid in scheduled installments through August 1992. There are also contingent payments based upon future performance. The fiscal 1993 and 1992 scheduled installments were each paid through the issuance of 28,588 shares of the Company's common stock, which were valued at the fair market value of the stock on the date of closing. There were no payments made during fiscal 1994.
3. DEBT
The Company had no long-term debt outstanding at any time during the three years ended July 30, 1994.
At July 30, 1994 the Company had unsecured lines of credit with three banks totaling $75,000,000, with interest payable at rates below prime. All of the Company's lines of credit contain no significant covenants or commitment fees. The Company had no debt outstanding under any of the lines at July 30, 1994. However, borrowings were limited by approximately $25 million of outstanding letters of credit.
4. EMPLOYEE BENEFIT PLANS
The Company maintains a discretionary profit-sharing plan for eligible employees. Amounts charged to operations for the plan were $575,000, $685,000, and $438,000 for the years ended July 30, 1994, July 31, 1993 and July 25, 1992, respectively.
The provisions of SFAS No. 106, "Employers' Accounting for Postretirement Benefits Other than Pensions" and SFAS No. 112, "Employers' Accounting for Postretirement Benefits" do not affect the Company's financial position as the Company does not provide the benefits contemplated by these statements.
5. INCOME TAXES
The components of the provision for income taxes are as follows: Year ended July 30, July 31, July 25, 1994 1993 1992 Federal: Current $7,280,000 $9,027,000 $7,061,000 Deferred 228,000 (757,000) (377,000) 7,508,000 8,270,000 6,684,000 State: Current 1,919,000 2,604,000 2,216,000 Deferred 60,000 (165,000) (102,000)
1,979,000 2,439,000 2,114,000
$9,487,000 $10,709,000 $8,798,000
Significant components of the Company's deferred tax liabilities and assets as of July 30, 1994 are: July 30, July 31, 1994 1993 Deferred tax liabilities: Depreciation $4,646,641 $5,118,111 Other items 3,027,557 1,413,629 Total deferred tax liabilities 7,674,198 6,531,740 Deferred tax assets: Inventory capitalization for tax purposes 2,067,669 2,049,434 Other items 3,719,366 3,204,955 Total deferred tax assets 5,787,035 5,254,389
Net deferred tax liabilities $1,887,163 $1,277,351
The net deferred tax liabilities are comprised of approximately $352,000 in state deferred taxes and $1,535,000 in federal deferred taxes. Following is a reconciliation of the statutory Federal income tax rate and the effective income tax rate applicable to earnings before income taxes:
Year ended July 30, July 31, July 25, 1994 1993 1992
Statutory tax rate 35.0% 34.0% 34.0% State taxes - net of federal benefit 5.5 5.9 6.1 Other - net (3.5) (3.9) (4.9)
Effective tax rate 37.0% 36.0% 35.2%
As discussed in Note 1, the Company adopted Statement of Financial Accounting Standards No.109, "Accounting for Income Taxes" during the fiscal year ended July 31, 1993. This adoption did not have a material impact on the Company's financial position or results of operations.
6. COMMITMENTS
Lease commitments The Company leases all its stores and warehouses. Certain leases provide for additional rents based on percentages of net sales, charges for real estate taxes, insurance and other occupancy costs. Store leases generally have an initial term ranging from 5 to 15 years with one or more 5 year options to extend the lease. Some of these leases have provisions for rent escalations during the initial term. In July 1993, the Company entered into a lease for 510,000 square feet of office and distribution space in Suffern, New York. The lease has an initial term of 14 years with three 5 year options to extend the lease.
A summary of rental expense is as follows:
Year ended July 30, July 31, July 25, 1994 1993 1992
Base rentals $42,641,000 $36,804,000 $30,771,000 Percentage rentals 49,000 388,000 375,000 Other occupancy costs 13,796,000 11,237,000 9,283,000
Total $56,586,000 $48,429,000 $40,429,000
The following is a schedule of future minimum rentals under noncancellable operating leases as of July 30, 1994:
Fiscal Year Amount 1995 $ 41,360,000 1996 35,166,000 1997 28,761,000 1998 21,909,000 1999 15,008,000 Subsequent years 44,024,000
Total future minimum rentals $186,228,000
Although the Company has the ability to cancel certain leases if specified sales levels are not achieved, future minimum rentals under such leases have been included in the above table.
Leases with related parties The Company leases seven stores from the Chief Executive Officer or from related trusts. Future minimum rentals under leases with such related parties which extend beyond July 30 1994, included in the above schedule, are approximately $132,000 annually and aggregate $1,587,000. The leases also contain provisions for cost escalations and additional rent based on net sales in excess of stipulated amounts. Rent expense for fiscal years 1994, 1993, and 1992 under these leases amounted to approximately $430,000, $413,000 and $240,000, respectively.
7. STOCK OPTION PLANS
The Company's 1983 Incentive Stock Option Plan expired on April 4,1993 as far as the ability to grant options. The Company's shareholders approved the 1993 Incentive Stock Option Plan, which contains provisions similar to the expired plan. The 1993 Plan provides for the grant of options to purchase up to 1,250,000 shares of common stock. The exercise price of the options granted under both plans may not be less than the market price of the common stock at the date of grant. The Company's 1987 Non-Qualified Stock Option Plan provides for the grant of options to purchase up to 1,000,000 shares of common stock to key employees. Compensation expense resulting from the issuance of non-qualified options is recognized on a straight-line basis over the term of the option agreement. All options granted under both plans vest over a five year period. As of July 30, 1994, 408,465 of the options issued to date were exercisable.
The following summarizes the activities in all Stock Option Plans:
Number of Option Price Range Shares (Per share)
Outstanding - July 25, 1992 1,052,206 $ 3.00 - 11.75
Granted 25,000 6.00 - 12.50 Exercised (217,255) 3.00 - 9.75 Canceled (36,849) 5.36 - 8.23
Outstanding - July 31,1993 823,102 $ 3.00 - 12.50
Granted 528,950 10.53 - 11.25 Exercised (41,862) 5.36 - 8.25 Canceled ( 52,848) 5.36 - 8.38
Outstanding - July 30,1994 1,257,342 $ 3.00 - 12.50
8. QUARTERLY RESULTS OF OPERATIONS (unaudited) ($000 omitted except per share amounts)
Fourth Third Second First Quarter Quarter Quarter Quarter Year ended July 30, 1994
Net Sales $118,186 $112,862 $106,577 $119,700 Gross Profit, less occupancy and buying costs 41,709 41,925 35,966 45,822 Income Taxes 1,930 2,530 1,250 3,762 Net Earnings 3,285 4,307 2,129 6,406 Earnings Per Share $ .15 $ .19 $ .10 $ .29
Fourth Third Second First Quarter Quarter Quarter Quarter Year ended July 31, 1993
Net Sales $120,829 $95,225 $98,583 $104,948 Gross Profit, less occupancy and buying costs 42,883 35,274 35,456 39,105 Income Taxes 3,758 1,967 1,864 3,120 Net Earnings 6,681 3,498 3,314 5,546 Earnings Per Share $ .30 $ .16 $ .15 $ .25
THE DRESS BARN, INC. AND SUBSIDIARIES SCHEDULE I MARKETABLE SECURITIES Amount at Year end July 30, 1994 which each 								 portfolio of 		 Number of shares Cost of Market value equity security Name and issuer or units-principal each of each issue isuues and each of each issue bonds and notes issue at balance other security 						 sheet issues carried 						 date in the balance 						 		 sheet
Municipal Bonds 44,320,000 $48,091,367 $46,407,065 $46,407,065 Govt Income Securities Fund 			 194,261 1,878,032 1,674,531 1,674,531 Overnight Tax Exempt Funds 7,240,382 7,240,382 7,240,382 7,240,382
TOTAL $57,209,781 $55,321,978 $55,321,978
THE DRESS BARN, INC. AND SUBSIDIARIES SCHEDULE II AMOUNTS RECEIVABLE FROM RELATED PARTIES, UNDERWRITERS AND EMPLOYEES (OTHER THAN RELATED PARTIES)
	 Balance at Deductions Balance at end of period Name of beginning Amounts Amounts Debtor of period Additions Collected Written off Current Not current
Year ended July 30, 1994
Eric Hawn (1) $160,265 $16,250 - $53,422 - $123,094
Armand Correia (2) 	 100,000 - - 15,000 - 85,000
Year ended July 31, 1993
Eric Hawn (1) 	 229,937 - 16,250 53,422 - 160,265
Armand Correia (2) 		 0 100,000 - - - 100,000
Year ended July 25, 1992
Eric Hawn 	 291,859 16,250 24,750 53,422 - 229,937
(1) As of July 30, 1994, balance consisted of interest bearing secured advances of $106,844 related to tax liabilities resulting from the issuance of common stock on June 10, 1986 and a $16,250 interest bearing loan for additional income taxes . The Company has agreed to forgive the interest on the advances as it accrues on an annual basis.
(2) As of July 30, 1994, balance consisted of interest bearing secured advances of $85,000 related to moving expenses incurred in 1993. The Company has agreed to forgive the interest on the advances as it accrues and principal in lieu of a salary increase on an annual basis.
THE DRESS BARN, INC. AND SUBSIDIARIES SCHEDULE V PROPERTY, PLANT AND EQUIPMENT
			 Balance at Balance at 			 beginning Additions end of 			 of period at cost Retirements period Classification
Year ended July 30, 1994 Leasehold improvements $35,013,977 $9,750,807 $1,590,858 $43,173,926 Fixtures and equipment 56,058,888 13,101,524 3,134,347 66,026,065 Computer software 4,135,985 2,674,270 450,104 6,360,151 Automotive equipment 316,408 15,500 80,337 251,571 			 95,525,258 25,542,101 5,255,646 115,811,713 Year ended July 31, 1993 Leasehold improvements 27,251,655 8,774,268 1,011,946 35,013,977 Fixtures and equipment 44,231,584 12,603,138 775,834 56,058,888 Computer software 3,645,208 490,777 0 4,135,985 Automotive equipment 539,706 31,415 254,713 316,408 			 75,668,153 21,899,598 2,042,493 95,525,258 Year ended July 25, 1992 Leasehold improvements 23,450,177 5,372,598 1,571,120 27,251,655 Fixtures and equipment 36,081,601 8,817,153 667,170 44,231,584 Computer software 3,086,015 638,713 79,520 3,645,208 Automotive equipment 587,197 29,219 76,710 539,706 			 $63,204,990 $14,857,683 $2,394,520 $75,668,153
THE DRESS BARN, INC. AND SUBSIDIARIES SCHEDULE VI ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
			 Balance at Balance at 			 beginning Additions end of 			 of period at cost Retirements period Classification
Year ended July 30, 1994 Leasehold improvements $13,660,711 $3,978,703 $ 671,379 $16,968,035 Fixtures and equipment 20,407,647 6,940,402 2,906,463 24,441,586 Computer software 2,302,555 1,009,131 450,104 2,861,582 Automotive equipment 207,534 41,049 60,591 187,992 			 36,578,447 11,969,285 4,088,537 44,459,195 Year ended July 31, 1993 Leasehold improvements 10,747,055 3,309,635 395,979 13,660,711 Fixtures and equipment 15,285,793 5,737,601 615,747 20,407,647 Computer software 1,566,059 736,496 0 2,302,555 Automotive equipment 350,235 56,560 199,261 207,534 			 27,949,142 9,840,292 1,210,987 36,578,447 Year ended July 25, 1992 Leasehold improvements 8,456,910 2,754,322 464,177 10,747,055 Fixtures and equipment 11,328,762 4,624,201 667,170 15,285,793 Computer software 978,318 667,261 79,520 1,566,059 Automotive equipment 314,378 84,380 48,523 350,235 			 $21,078,368 $8,130,164 $1,259,390 $27,949,142
THE DRESS BARN, INC. AND SUBSIDIARIES SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION
			 Charges to costs and expenses for 			 the fiscal period ending 			 July 30, July 31, July 25, 				 1994 1993 1992
Maintenance and repairs $10,035,726 $8,370,130 $6,704,837
Depreciation and amortization of intangible assets * * *
Taxes, other than payroll and income taxes * * *
Royalties * * *
Advertising costs 6,151,954 5,684,618 5,229,761
* Less than 1% of total revenue
EXHIBIT 22 THE DRESS BARN, INC.
SUBSIDIARIES OF THE REGISTRANT (All 100% Owned)
State of Subsidiary Incorporation
D.B.I., Inc. (*) Delaware
D.B.R., Inc. Delaware
The Dress Barn, Inc. of New Hampshire, Inc. (**) New Hampshire
Raxton Corp. (**) Massachusetts
JRL Consulting Corp. New Jersey
D.B.X. Inc. New York
(*) Merged into D.B.R., Inc. in May 1991
(**) Inactive Subsidiary
EXHIBIT 24
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in registration statement Nos. 33-16857 and 33-17488 (on Form S-8) and 33-16856 (on Form S-3) of our report, dated September 23, 1994 on the consolidated financial statements of The Dress Barn, Inc. and subsidiaries in the Annual Report on Form 10-K for the year ended July 30, 1994.
Deliotte & Touche LLP Stamford, Connecticut September 23, 1994