EX-99 2 ex99-1c.htm EX-99.1

EXHIBIT 99.1

Tarrant Apparel Group Announces 2008 Fourth Quarter and Year-end Results

LOS ANGELES — Tarrant Apparel Group (NASDAQ: TAGS), a design and sourcing company for private label and private brand casual apparel, today announced financial results for the fourth quarter and year ended December 31, 2008.

The Company reported 2008 fourth quarter net sales of $37.5 million, a decrease of 34.5% compared to $57.3 million in the fourth quarter of 2007. Private Label sales in the fourth quarter of 2008 were $24.0 million compared to $44.5 million the fourth quarter of 2007 due to the economic downturn and bankruptcies of significant customers such as Mervyn’s. The decrease of Private Label sales in 2008 was partially offset by a $2.5 million increase in sales to a related party. Private Brands sales in the fourth quarter of 2008 totaled $13.5 million compared to $12.8 million in the fourth quarter of 2007. The increase was primarily due to increased sales to Macy’s Merchandising Group.

Gross profit for the fourth quarter of 2008 was $7.3 million, compared to $11.1 million, for the fourth quarter of 2007, representing a decrease of $3.8 million or 34.3%. As a percentage of net sales, gross profit remained unchanged at 19.3% for both the fourth quarter of 2007 and 2008. The decrease in the amount of gross profit for the fourth quarter of 2008 was primarily caused by lower sales volumes.

Selling, general and administrative expenses increased by $1.1 million, or 11.0%, from $9.6 million in the fourth quarter of 2007 to $10.7 million in the fourth quarter of 2008. As a percentage of total net sales, these expenses increased from 16.8% in the fourth quarter of 2007 to 28.6% in the fourth quarter of 2008. Included in selling, general and administrative expenses in the fourth quarter of 2008 was a $1.6 million reserve on a long-term due from related parties. Included in selling, general and administrative expenses in the fourth quarter of 2007 was a $1.0 million reserve on a long-term due from related parties. Adjustment to fair value of long-term due from related parties was $0.8 million in the fourth quarter of 2007. There was no such adjustment in the fourth quarter of 2008.

Royalty expenses decreased by $297,000, or 45.6%, from $651,000 in the fourth quarter of 2007 to $354,000 in the fourth quarter of 2008. The decrease was caused by lowered royalty rates in the fourth quarter of 2008 under the amended license agreement for the American Rag Cie brand. As a percentage of total net sales, these expenses decreased from 1.1% in the fourth quarter of 2007 to 0.9% in the fourth quarter of 2008.


Goodwill impairment charges were $1.4 million in the fourth quarter of 2008, compared to no such charge in the fourth quarter of 2007. This impairment was caused by the disposition of Tarrant Apparel’s 45% membership interest in American Rag Cie LLC in connection with settlement of the litigation with American Rag Cie.

Loss from operations was $5.2 million in the fourth quarter of 2008, or 13.8% of total net sales, compared to $61,000 in the fourth quarter of 2007, or 0.1% of total net sales as a result of the factors discussed above.

Other income increased by $429,000, from $75,000 in the fourth quarter of 2007 to $504,000 in the fourth quarter of 2008. Other income in the fourth quarter of 2008 included $500,000 from the sale of an entity in Mexico.

Loss on equity method investment was $899,000 in the fourth quarter of 2008 or 2.4% of total net sales, compared to no such expense in the fourth quarter of 2007. The loss was the result of the disposition of our 45% membership interest in American Rag Cie LLC in connection with settlement of our litigation with American Rag Cie.

The net loss in the 2008 fourth quarter, including charges, was $5.8 million or $0.19 per share, compared to net income of $325,000 or $0.01 per share in the 2007 fourth quarter.

RESULTS FOR THE YEAR ENDED DECEMBER 31, 2008

Total net sales decreased by $48.4 million, or 19.9%, from $243.7 million in 2007 to $195.3 million in 2008. Sales of Private Label in 2008 were $147.2 million compared to $198.8 million in 2007, with the decrease resulting primarily from reduced demand by our customers as discussed above. The decrease of Private Label sales in 2008 was partially offset by an increase in sales to a related party of $11.3 million. Private Brands sales in 2008 totaled $48.1 million compared to $44.9 million in 2007, primarily reflecting increased sales to Macy’s Merchandising Group.

Gross profit for 2008 was $37.6 million, or 19.2% of total net sales, compared to $48.9 million, or 20.1% of total net sales for 2007, representing a decrease of $11.3 million or 23.2%.


Selling, general and administrative expenses increased by $1.3 million, or 3.2%, from $39.0 million in 2007 to $40.3 million in 2008. As a percentage of total net sales, these expenses increased from 16.0% in 2007 to 20.6% in 2008. Included in selling, general and administrative expenses in 2008 was a charge of $848,000 resulting from liquidated damages imposed by U.S. Customs on two of Tarrant Apparel’s overseas vendors, a $2.2 million uncollectible bad debt expense related to Mervyn’s and a $1.6 million reserve on a long-term due from related parties. Included in selling, general and administrative expenses in 2007 was a $1.0 million reserve on a long-term due from related parties. Adjustment to fair value of long-term due from related parties was $0.8 million in 2007. There was no such adjustment in 2008.

Royalty expenses decreased by $282,000, or 15.1%, from $1.9 million in 2007 to $1.6 million in 2008. The decrease was caused by lowered royalty rates in the fourth quarter of 2008.

Goodwill impairment charges were $6.7 million in 2008, compared to no such charge in 2007. These expenses in 2008 included $5.3 million related to an impairment of our FR TCL-Chazzz/MGI division in connection with Mervyn’s bankruptcy and $1.4 million related to our Private Brands–American Rag division due to the disposition of our 45% membership interest in American Rag Cie LLC in connection with settlement of the litigation.

Terminated acquisition expenses in 2007 were $2.0 million, or 0.8% of total net sales, compared to no such expense in 2008. These expenses consisted of the non-refunded portion of a deposit in the amount of $250,000 and other expenses including due diligence and legal fees incurred in connection with our proposed acquisition of The Buffalo Group which was mutually terminated in April 2007.

Loss from operations was $11.0 million in 2008, compared to income from operations of $5.2 million in 2007.

Interest expense decreased by $3.3 million, or 80.3%, from $4.1 million in 2007 to $809,000 in 2008. Interest income increased by $105,000, or 62.5%, from $169,000 in 2007 to $274,000 in 2008. Other income decreased by $2.1 million, or 50.6%, from $4.1 million in 2007 to $2.0 million in 2008. Adjustment to fair value of derivative was $196,000 in 2007, compared to $0 in 2008. Other expenses decreased by $4.9 million, or 97.8%, from $5.0 million in 2007 to $111,000 in 2008. Other expenses of $5.0 million in 2007 consisted of expensing all the financing and related expenses and the remaining value of the warrants issued to lenders and the placement agent upon repayment of our term loan.


Loss on equity method investment was $899,000 in 2008 or 0.5% of total net sales, compared to no such expense in 2007. The loss was caused by the disposition of our 45% membership interest in American Rag Cie LLC.

The Company recorded a net loss of $11.1 million or $0.35 per share in 2008, compared to net income of $1.7 million, or $0.06 per share in 2007.


TARRANT APPAREL GROUP
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(Audited)

December 31,
2008
December 31,
2007

ASSETS
           
Current assets:    
     Cash and cash equivalents     $ 5,212   $ 491  
     Restricted cash       100      
     Accounts receivable, net of $0.6 million and $2.0 million allowance for returns,    
        discounts and bad debts at December 31, 2008 and 2007, respectively       19,199     34,622  
     Due from related parties       21,581     6,813  
     Inventory       7,066     13,141  
     Temporary quota rights       36     5  
     Prepaid expenses       1,203     1,277  
     Deferred tax assets       146     162  

     Total current assets
      54,543     56,511  

Property and equipment, net of $7.4 million and $8.3 million accumulated
   
     depreciation and amortization at December 31, 2008 and 2007, respectively       1,985     1,531  
Due from related parties, net of $2.6 million reserve and $0.8 million adjustment to
     fair value at December 31, 2008 and net of $1.0 million reserve and $0.8 million
   
     adjustment to fair value at December 31, 2007       139     1,741  
Equity method investment           945  
Deferred financing cost, net of $0.4 million and $0.2 million accumulated    
     amortization at December 31, 2008 and 2007, respectively       67     214  
Other assets       2     102  
Goodwill, net       3,283     9,945  

Total assets
    $ 60,019   $ 70,989  

LIABILITIES AND SHAREHOLDERS' EQUITY
   
Current liabilities:    
     Short-term bank borrowings     $ 10,630   $ 9,745  
     Accounts payable       11,680     11,785  
     Accrued expenses       5,850     8,627  
     Income taxes       4,223     16,525  
     Current portion of long-term obligations and factoring arrangement       12,607     3,003  

     Total current liabilities
      44,990     49,685  

Income taxes
      5,164      
Total liabilities       50,154     49,685  

Minority interest in PBG7
      60     61  

Commitments and contingencies
           

Shareholders' equity:
   
     Preferred stock, 2,000,000 shares authorized; no shares issued and outstanding    
         at December 31, 2008 and 2007            
     Common stock, no par value, 100,000,000 shares authorized: 30,543,763 shares    
         and 32,043,763 shares issued and outstanding at December 31, 2008 and 2007,    
         respectively       115,757     116,673  
     Warrants to purchase common stock       5,516     7,314  
     Contributed capital       12,919     10,863  
     Accumulated deficit       (122,744 )   (111,663 )
     Notes receivable from officer/shareholder       (1,643 )   (1,944 )
     Total shareholders' equity       9,805     21,243  

Total liabilities and shareholders' equity
    $ 60,019   $ 70,989  

 


 

TARRANT APPAREL GROUP
CONSOLIDATED STATEMENTS OF OPERATION

(in thousands, except share data)

Three Months Ended December 31, Twelve Months Ended December 31,
2008 2007 2008 2007
(Unaudited) (Unaudited) (Audited) (Audited)

Net sales
    $ 29,798   $ 52,050   $ 164,623   $ 224,289  
Net sales to related party       7,727     5,260     30,685     19,431  
Total net sales       37,525     57,310     195,308     243,720  

Cost of sales
      22,870     41,468     129,294     177,109  
Cost of sales to related party       7,401     4,792     28,437     17,712  
Total cost of sales       30,271     46,260     157,731     194,821  

Gross profit
      7,254     11,050     37,577     48,899  
Selling and distribution expenses       2,466     4,179     11,108     14,724  
General and administrative expenses       8,252     5,474     29,180     24,312  
Royalty expenses       354     650     1,581     1,863  
Goodwill impairment charges       1,362         6,662      
Terminated acquisition expenses                   2,000  
Adjustment to fair value of long-term due from
     related parties
          808         808  

Income (loss) from operations
      (5,180 )   (61 )   (10,954 )   5,192  
Interest expense       (152 )   (272 )   (810 )   (4,118 )
Interest income       47     41     274     169  
Interest in income of equity method investee           15     89     157  
Other income       504     75     2,022     4,094  
Adjustment to fair value of derivative                   196  
Loss on equity method investment       (899 )       (899 )    
Other expense       42     (11 )   (111 )   (4,977 )

Income (loss) before provision (credit) for           
   
     income taxes and minority interest       (5,638 )   (213 )   (10,389 )   713  
Provision (credit) for income taxes       122     (549 )   692     (1,041 )
Minority interest           (11 )   0     (6 )

Net income (loss)
    $ (5,760 ) $ 325   $ (11,081 ) $ 1,748  

Net income (loss) per share:
   
     Basic     $ (0.19 ) $ 0.01   $ (0.35 ) $ 0.06  
     Diluted     $ (0.19 ) $ 0.01   $ (0.35 ) $ 0.06  

Weighted average common and common equivalent
     shares outstanding:
   
     Basic       30,543,763     30,837,241     31,293,763     30,617,736  
     Diluted       30,543,763     30,837,241     31,293,763     30,617,736