SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-26006
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(Check one)
[X] Form 10-K and Form 10-KSB [_] Form 11-K [_] Form 20-F
[_] Form 10-Q and Form 10-QSB [_] Form N-SAR
For period ended DECEMBER 31, 2004
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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 WASHINGTON BLVD.
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City, state and zip code LOS ANGELES, CALIFORNIA 90023
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12b25-1
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, 20-F, 11-K or Form N-SAR, or portion thereof will
[X] | 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, or portion thereof will be filed
| on or 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-K, for the year ended
December 31, 2004, 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.
CORAZON REYES (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
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
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: MARCH 31, 2005 By: /S/ CORAZON REYES
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Name: Corazon Reyes
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
The Registrant's net sales were $155.5 million in the fiscal year ended December
31, 2004, versus $320.4 million in fiscal 2003. The decrease in net sales was
caused primarily by a decline in Mexico based sales resulting from the cessation
of our manufacturing operations in Mexico in September 2003 and the resulting
labor difficulties we experienced following the reduction in our Mexico work
force, less than anticipated back-to-school and holiday sales, internal
challenges faced by certain large customers, and congestion in the West Coast
ports.
The Registrant's net loss was $104.7 million, or $3.64 per share, for the fiscal
year ended December 31, 2004, compared to a net loss of $35.9 million, or $1.97
per share, for the prior year. The loss in 2004 includes a non-cash charge of
$22.8 million incurred in the fourth quarter, resulting from a reclassification
of foreign currency translation adjustments previously recorded on the balance
sheet as a reduction of stockholders' equity, and a non-cash charge of $64.3
million recorded in the second quarter of 2004, which is the Registrant's
portion of a $78.0 million charge for impairment of assets resulting from an
appraisal of the Registrant's fixed assets in Mexico. In 2003, net loss included
a special inventory write-down of approximately $11 million and a special
goodwill write-down of approximately $22 million in the second quarter of 2003
in connection with the restructuring of the Registrant's Mexican operations.
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