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

EXHIBIT 99.1

PRESS RELEASE

Tarrant Apparel Group Announces Second Quarter Results

LOS ANGELES — (BUSINESS WIRE) — Tarrant Apparel Group (NASDAQ:TAGS), a design and sourcing company for private label and private brand casual apparel, today announced financial results for the quarter and six months ended June 30, 2009.

The Company reported total net sales of $41.0 million in the second quarter of 2009, a 20.0% decrease compared to $51.3 million in the same period in 2008. Private Label sales in the second quarter of 2009 were $26.7 million, as compared to $35.2 million reported in the same period last year. The decrease in Private Label sales was a result of reduced demand by our customers due to the severe economic downturn and bankruptcies of retailers, such as Mervyn’s that were significant customers in 2008. The decrease was partially offset by an increase in sales to Wal-Mart of $7.4 million in the second quarter of 2009. Private Brand sales were $14.3 million in the second quarter of 2009, compared to $16.1 million in the second quarter of 2008 with the decrease resulting primarily from reduced sales to Macy’s Merchandising Group.

Gross profit decreased by $1.4 million, or 12.9%, to $9.6 million in the second quarter of 2009 from $11.0 million in the second quarter of 2008. The decrease in gross profit was primarily due to the decrease in total net sales. As a percentage of total net sales, gross profit increased from 21.4% in the second quarter of 2008 to 23.3% in the second quarter of 2009. The increase in gross margin in the second quarter of 2009 was due primarily to higher gross margins on back- to- school sales.

Selling, general and administrative expenses decreased by $1.8 million or 17.3% to $8.8 million for the second quarter of 2009 from $10.6 million in the 2008 second quarter. As a percentage of total net sales, Selling, general and administrative expenses increased to 21.3% versus 20.6% for the same period of the prior year. Staff costs were reduced by $566,000 in the second quarter of 2009 compared to the same period of 2008. Included in selling, general and administrative expenses in the second quarter of 2009 was an allowance for bad debts of $856,000 primarily related to factory receivables from two overseas vendors who ceased production. In the second quarter of 2008, allowance for bad debts amounted to $2.0 million, of which $1.5 million was related to Mervyn’s receivables. Also included in the second quarter of 2009 were expenses related to the going private transaction of $341,000 and litigation expenses of $201,000 compared to going private expenses of $360,000 and litigation expenses of $166,000 in the second quarter of 2008.

Royalty expense decreased by $179,000 or 37.4%, to $300,000 in the second quarter of 2009 from $479,000 in the 2008 second quarter. The decrease was caused by lowered royalty rates resulting from an amendment to our license agreement with American Rag Cie, LLC entered into in December 2008.

The Company also recorded a non-cash charge of $5.3 million in the second quarter of 2008 due to an impairment of the goodwill pertaining to the Chazzz division. The charge was taken as a result of the Mervyn’s LLC bankruptcy filing subsequent to the end of the second quarter of 2008 and the rapidly declining business of another retailer served by this division.

Income from operations in the second quarter of 2009 was $505,000 or 1.2% of total net sales, compared to loss from operations of $5.4 million or (10.5)% of total net sales, in the second quarter of 2008.

Net income was $219,000, or $0.01 per basic and diluted share for the 2009 second quarter, compared to net loss of $5.3 million, or $(0.16) per basic and diluted share for the 2008 second quarter.

For the six months ended June 30, 2009, the Company reported net sales of $78.4 million, a decline of 23.0% compared to $101.8 million in the comparable prior period of 2008. Gross profit decreased by $3.5 million or 16.5%, to $17.5 million in the first six months of 2009 from $21.0 million in the first six months of 2008. Income from operations for the first six months of 2009 was $658,000, or 0.9% of total net sales, compared to loss from operations of $5.4 million, or (5.4)% of total net sales, in the comparable prior period of 2008. Net income was $48,000, or $0.00 per share, compared to net loss of $5.5 million, or $(0.17) per share in the 2008 comparable period.

 


TARRANT APPAREL GROUP
CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

June 30,
2009
December 31, 2008

(Unaudited)

ASSETS            
Current assets:    
     Cash and cash equivalents     $ 89   $ 5,207  
     Restricted cash       105     105  
     Accounts receivable, net of $1.7 million and $0.6 million allowance for returns,    
          discounts and bad debts at June 30, 2009 and December 31, 2008, respectively       26,446     19,199  
     Due from related parties       18,951     21,581  
     Inventory       6,555     7,066  
     Temporary quota rights           36  
     Prepaid expenses       1,481     1,203  
     Deferred tax assets       156     146  
 
     Total current assets       53,783     54,543  
 
Property and equipment, net of $6.3 million and $7.4 million accumulated depreciation
     and amortization at June 30, 2009 and December 31, 2008, respectively       2,254     1,985  
Due from related parties, net of $2.6 million reserve and $0.8 million adjustment to fair
     value both at June 30, 2009 and December 31, 2008       125     139  
Deferred financing cost, net of $0.4 million accumulated amortization at December 31,
      2008           67  
Other assets       2     2  
Goodwill, net       3,283     3,283  
 
Total assets     $ 59,447   $ 60,019  
 
LIABILITIES AND SHAREHOLDERS' EQUITY    
Current liabilities:    
     Short-term bank borrowings     $ 8,233   $ 10,630  
     Accounts payable       12,445     11,680  
     Accrued expenses       5,830     5,850  
     Income taxes, current portion       4,283     4,223  
     Debt facility and factoring arrangement       14,715     12,607  
 
     Total current liabilities       45,506     44,990  
 
Income taxes, net of current portion       3,888     5,164  
Total liabilities       49,394     50,154  
 
Minority interest in PBG7       60     60  
 
Commitments and contingencies    
 
Shareholders' equity:    
     Preferred stock, 2,000,000 shares authorized; no shares issued and outstanding    
        at June 30, 2009 and December 31, 2008            
     Common stock, no par value, 100,000,000 shares authorized: 30,543,763 shares    
        issued and outstanding at June 30, 2009 and December 31, 2008       115,757     115,757  
     Warrants to purchase common stock       5,472     5,516  
     Contributed capital       13,095     12,919  
     Accumulated deficit       (122,696 )   (122,744 )
     Notes receivable from officer and shareholder       (1,635 )   (1,643 )
     Total shareholders' equity       9,993     9,805  
 
Total liabilities and shareholders' equity     $ 59,447   $ 60,019  



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TARRANT APPAREL GROUP
CONSOLIDATED STATEMENTS OF OPERATION

(in thousands, except share data)

Three Months Ended
June 30, 2009
(Unaudited)

Three Months Ended
June 30, 2008(Unaudited)

Six Months Ended
June 30, 2009
(Unaudited)
Six Months Ended
June 30, 2008
(Unaudited)
  
Net sales     $ 37,493   $ 47,424   $ 72,067   $ 93,745  
Net sales to related party       3,544     3,874     6,303     8,051  
Total net sales       41,037     51,298     78,370     101,796  
 
Cost of sales       28,240     36,775     55,071     73,428  
Cost of sales to related party       3,239     3,548     5,759     7,354  
Total cost of sales       31,479     40,323     60,830     80,782  
 
Gross profit       9,558     10,975     17,540     21,014  
Selling and distribution expenses       2,419     2,771     4,613     6,200  
General and administrative expenses       6,334     7,816     11,707     14,135  
Royalty expense       300     479     562     813  
Goodwill impairment charge           5,300         5,300  
 
Income (loss) from operations       505     (5,391 )   658     (5,434 )
Interest expense       (221 )   (245 )   (387 )   (475 )
Interest income       32     153     65     193  
Interest in income of equity method investee           130         107  
Other income       91     326     123     507  
Other expense           (2 )   (50 )   (66 )
Income (loss) before provision for income taxes and minority interest       407     (5,029 )   409     (5,168 )
Provision for income taxes       188     245     361     359  
Minority interest           0         0  
 
Net income (loss)     $ 219   $ (5,274 ) $ 48   $ (5,527 )
Net income (loss) per share:    
     Basic     $ 0.01   $ (0.16 ) $ 0.00   $ (0.17 )
 
     Diluted     $ 0.01   $ (0.16 ) $ 0.00   $ (0.17 )
 
Weighted average common and common equivalent shares:    
     Basic       30,543,763     32,043,763     30,543,763     32,043,763  
 
     Diluted       30,543,763     32,043,763     30,543,763     32,043,763  




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