UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
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: 0-26006
TARRANT APPAREL GROUP
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4181026
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (323) 780-8250
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK
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 [_]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [_] No [X]
As of June 30, 2003, the aggregate market value of the Common Stock
held by non-affiliates of the Registrant was approximately $16,804,979 based
upon the closing price of the Common Stock on that date.
Number of shares of Common Stock of the Registrant outstanding as of
March 26, 2004: 28,814,763.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's definitive Proxy Statement to be filed
with the Securities and Exchange Commission pursuant to Regulation 14A in
connection with the 2004 Annual Meeting of Shareholders are incorporated by
reference into Part III of this Report.
EXPLANATORY NOTE
We are filing this Annual Report on Form 10-K/A for the year ended
December 31, 2003 (the "Amended Annual Report"), to amend our Annual Report on
Form 10-K for the year ended December 31, 2003 (the "Original Annual Report"),
which was originally filed with the Securities and Exchange Commission (the
"SEC") on March 31, 2004. The Company is filing this Amended Annual Report in
response to comments received from the SEC. The following Items amend the
Original Annual Report, as permitted by the rules and regulations of the SEC.
Unless otherwise stated, all information contained in this Amended Annual Report
is as of March 31, 2004. All capitalized terms used herein but not otherwise
defined shall have the meanings ascribed to them in the Original Annual Report.
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PART II
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF CONTROLS AND PROCEDURES
Members of the company's management, including our Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of our
disclosure controls and procedures, as defined by paragraph (e) of Exchange Act
Rules 13a-15 or 15d-15, as of December 31, 2003, the end of the period covered
by this report. Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and procedures
are effective.
CHANGES IN CONTROLS AND PROCEDURES
There were no changes in our internal control over financial reporting
or in other factors identified in connection with the evaluation required by
paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our
fourth quarter ended December 31, 2003 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
RECOMMENDATIONS OF OUR AUDITORS
During 2003, our prior independent public accountants, Ernst & Young,
LLP, advised us and discussed with the Audit Committee of our Board of Directors
that, due in part to certain acquisitions by our subsidiaries in Mexico and
modifications to our inventory costing methodology, certain improvements in the
internal controls of those subsidiaries were necessary to ensure reporting from
the subsidiaries would be sufficient for us to develop reliable financial
statements. We have and will continue to address the deficiencies identified by
Ernst & Young, LLP in consultation with Grant Thornton, LLP, our new independent
public accountants.
In connection with its audit of our consolidated financial statements
for the year ended December 31, 2003, Grant Thornton LLP, our independent
accountants, advised the Audit Committee and management of our need for
additional staff with expertise in preparing required disclosures in the notes
to the financial statements, and our need to develop greater internal resources
for researching and evaluating the appropriateness of complex accounting
principles and evaluating the effect of new accounting pronouncements on the
company. Grant Thornton LLP considers these matters to be significant
deficiencies as that term is defined under standards established by the American
Institute of Certified Public Accountants. We considered these matters in
connection with the preparation of the December 31, 2003 consolidated financial
statements included in this Form 10-K and also determined that no prior period
financial statements were materially affected by such matters. In response to
the observations made by Grant Thornton, LLP, in 2004 we will implement certain
enhancements to our financial reporting processes, including increased training
of staff on SEC financial reporting requirements and the acquisition of
accounting research tools. We believe these steps will address the matters
raised by Grant Thornton LLP.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TARRANT APPAREL GROUP
By: /S/ CORAZON REYES
-------------------------
Corazon Reyes
Chief Financial Officer
POWER OF ATTORNEY
The undersigned directors and officers of Tarrant Apparel Group do
hereby constitute and appoint Barry Aved and Corazon Reyes, and each of them,
with full power of substitution and resubstitution, as their true and lawful
attorneys and agents, to do any and all acts and things in our name and behalf
in our capacities as directors and officers and to execute any and all
instruments for us and in our names in the capacities indicated below, which
said attorney and agent, may deem necessary or advisable to enable said
corporation to comply with the Securities Exchange Act of 1934, as amended and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Annual Report on Form 10-K, including
specifically but without limitation, power and authority to sign for us or any
of us in our names in the capacities indicated below, any and all amendments
(including post-effective amendments) hereto, and we do hereby ratify and
confirm all that said attorneys and agents, or either of them, shall do or cause
to be done by virtue hereof.
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/ BARRY AVED Chief Executive Officer May 31, 2005
---------------------------- and Director
Barry Aved
/S/ CORAZON REYES Chief Financial Officer May 31, 2005
---------------------------- and Director (Principal
Corazon Reyes Financial and Accounting
Officer)
/S/ GERARD GUEZ Chairman of the Board of May 31, 2005
---------------------------- Directors
Gerard Guez
/S/ TODD KAY Vice Chairman of the Board May 31, 2005
---------------------------- of Directors
Todd Kay
/S/ SIMON MANI Director May 31, 2005
----------------------------
Simon Mani
/S/ STEPHANE FAROUZE Director May 31, 2005
----------------------------
Stephane Farouze
/S/ MITCHELL SIMBAL Director May 31, 2005
----------------------------
Mitchell Simbal
/S/ JOSEPH MIZRACHI Director May 31, 2005
----------------------------
Joseph Mizrachi
/S/ MILTON KOFFMAN Director May 31, 2005
----------------------------
Milton Koffman
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