SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-26430
(Check one)
___ Form 10-K and Form 10-KSB ____ Form 11-K ___ Form 20-F
[X] Form 10-Q and Form 10-QSB ____ Form N-SAR
For period ended June 30, 2003
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___ Transition Report on Form 10-K and Form 10-KSB
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q and Form 10-QSB
___ Transition Report on Form N-SAR
For the transition period ended ___________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
Full name of registrant Tarrant Apparel Group
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER) 3151 East
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Washington Blvd.
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City, state and zip code Los Angeles, California 90023
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PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, 10-KSB, 20-F, 11 -K or Form N-SAR, or
[X] portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, 10-QSB, or
portion thereof will be filed on of before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's Form 10-Q, for the quarterly period
ended March 31, 2003, could not be filed within the
prescribed time period because certain information and data
relating to and necessary for the completion of the
Registrant's financial statements and management's discussion
and analysis of financial condition and results of operations
could not be obtained by registrant within such time period
without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification.
Patrick Chow (323) 780-8250
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s). [X] Yes ___ No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof? [X] Yes ___ No
(4) If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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Tarrant Apparel Group
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date August 15, 2003 By /s/ Patrick Chow
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Name: Patrick Chow
Title: Chief Financial Officer
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal
criminal violations (SEE 18 U.S.C. 1001).
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PART IV - OTHER INFORMATION
(3) EXPLANATION OF ANTICIPATED CHANGE
During the second quarter of 2003, the Registrant decided to
discontinue substantially all of its manufacturing operations in Mexico, and is
in negotiations to lease a substantial portion of its facilities and equipment
in Mexico to a third party. As a consequence of this restructuring, during the
second quarter of 2003, the Registrant has recognized charges totaling $22.3
million associated with the write-down of goodwill for facilities and equipment
affected by the restructuring. Additionally, the Registrant has recognized an
$11 million write-down of inventory in Mexico taken in anticipation of its
liquidation. Net sales for the second quarter of 2003 were $78.2 million, a
decrease of $17.1 million as compared to net sales of $95.3 million in the
second quarter of 2002. Gross profit was $(433,000), compared to gross profit of
$14.4 million in the comparable quarter for 2002, due primarily to the $11
million write-down of inventory in Mexico as a result of the restructuring. Net
loss for the second quarter of 2003 was $32.6 million compared to a net income
of $1.3 million in the comparable quarter for 2002.
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